Ganga Pharmaceuticals Limited Virar Palghar
The Directors are pleased to present the 32nd Annual Report together withthe Audited Financial Statements for the financial year ended March 31 2021.
1. FINANCIAL PERFORMANCE
The brief financial results of the Company are as detailed below:
|Particulars ||Year ended March 31 2021 ||Year ended March 312020 |
|Revenue from operation ||237.44 ||307.88 |
|Profit/(Loss) before taxation ||3.74 ||25.51 |
|Less: Tax Expense ||1.70 ||6.63 |
|Profit/(Loss) after tax ||2.04 ||18.88 |
2. DESCRIPTION OF THE COMPANY'S OPERATIONS / STATE OF AFFAIRS DURING THE YEAR
The Financial Year 2020-21 has been a challenging year with weakening macro-economicconditions slowing market growths COVID-19 outbreak and containment measures throughoutthe year. Against this challenging backdrop the Company has delivered reasonableperformance. During the financial year 2020-21 your Company's revenue was at Rs. 237.88lac as against Rs. 307.88 lac during financial year2020-21 and earned a profit of Rs. 2.04lac as against profit of Rs. 18.88 lac in financial year 2019-20.
Impact of COVID-19 Pandemic
Due to outbreak of second wave of COVID-19 pandemic and consequent lockdown imposed bythe various states to curb its wide spread an economic disruption has been witnessed inIndia. The outbreak of the COVID-19 virus and the continuing lockdown imposed across thecountry affected business operations severely during the financial year. The Company aftergiving priority to the health and safety of its employees and workers was successful inovercoming all unprecedented challenges to a extent. The Company is thankful andacknowledges the contribution of its employees and workers to make it possible to run thebusiness nearing to normalcy. Due to the worldwide uncertainty caused by COVID-19 and itspotential to impact the Company the Company has put in place mitigation plans to minimizethe adverse impact on both revenue and profitability. There are no material changes orcommitments affecting the financial position of the Company between the end of thefinancial year and the date of the report.
3. DIVIDEND AND RESERVES
Your Directors do not recommend any dividend for the financial year ended on March 312021.
4. NATURE OF BUSINESS
The Company is engaged in the business of manufacturing & trading inPharmaceuticals & allied products (Ayurveda) and there was no change in the nature ofthe business of the Company during the year under review.
5. SUBSIDIARY ASSOCIATE AND JOINT VENTURECOMPANIES
As on March 31 2021 the Company has no Subsidiary or Associate or Joint VentureCompany
6. SHARE CAPITAL
The paid-up equity share capital as at March 31 2021 stood at Rs. 40615000 (RupeesFour crore six lac and fifteen thousand only). There was no change in the share capital ofthe Company during the financial year.
7. CONSOLIDATED FINANCIAL STATEMENT
The Company is not required to consolidate its financial statements in terms of theprovision of Section 129(3) of the Companies Act 2013 and Rules made there-under duringthe financial year.
8. CORPORATE GOVERNANCE REPORT
The Company being listed on SME segment of BSE Limited having net worth of Rs. 5.37crore only. Therefore Corporate Governance Report as required under schedule V of theSEBI (Listing obligations and Disclosure Requirement) Regulations are not applicable tothe Company.
9. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3Xa) of the Act the Annual Return ason March 31 2021 is available on the website of the Company at www.ayurvedganga.com underInvestor Relations tab.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of the provision of section 152 of the Companies Act 2013 and ofArticles of Association of the Company Mrs. Srijna Sharma Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible seeksre-appointment.
During the Financial year 2020-21 Mr. Sanjay Kulkami has tendered resignationfrom the post of Executive Director with effect from May 25 2020 and designated on theBoard as Chairman and Non- Executive Director with effect from May 25 2020.
All Independent Directors have furnished to the Company a declaration underSection 149 (7) of the Companies Act 2013 stating that they meet criteria of Independenceas provided under section 149(6) of the Companies Act 2013 and SEBI Listing Regulations.
Ms. Priti Bhaiya continue to act as Company Secretary cum Compliance Officer ofthe Company.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to financial statements for thefinancial year ended on March 2021.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
The details of transactions entered into with the related parties are given in formAOC-2 in terms of the provision of section 188(1) including certain arm's lengthtransactions and annexed herewith as "Annexure- 1".
13. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTIIE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
14. BOARD OF DIRECTORS AND COMMITTEES THEREOF
i. Composition of the Board of Directors
The Company is Hilly compliant with the Corporate Governance norms in terms ofconstitution of the Board of Directors ("the Board"). The Board of the Companyis composed of individuals from diverse fields. The Board of the Company is composed ofExecutive Non-Executive and Independent Directors.
The composition of the Board also complies with the provisions of the Companies Act2013 and Regulation 17 (1) of SEBI (LODR) Regulations 2015
As on March 31 2021 the strength of the Board of Directors of the Company was at FiveDirectors comprising of Two Executive One Non-Executive and Two Non-Executive IndependentDirectors. Fifty percent of the Board comprised of Independent Directors. The details ofthe Board of Directors as on March 31 2021 are given below:
|Name of the Director ||Designation ||Date of Joining || |
No. of Directorships / Committee Memberships/ Chairmanships
| || || ||Public Limited Companies (including this) ||Private Limited and Section 8 Companies ||Committee Memberships ||Committee Chairman Ships |
|Mr. Bharat B. Sharma ||Managing Director ||11.09.89 ||01 ||Nil ||01 ||Nil |
|Ms. Srijna B. Sharma ||Whole-Time Director ||01.04.12 ||01 ||Nil ||01 ||Nil |
|Mr. Sanjay Kulkami ||Non -Executive Director ||01.04.12 ||01 ||Nil ||01 ||01 |
|Mr. Sachin C. Chavan ||Independent Director ||17.05.13 ||01 ||Nil ||01 ||01 |
|Mr. Chetan B. Patel ||Independent Director ||17.05.13 ||01 ||Nil ||02 ||01 |
As on March 31 2021 Mr. Bharat B. Sharma and Mrs. Srijna Sharma holding 1227785and 241905 equity shares of the Company respectively. Brijmohan C. Sharma HUF Mrs.Savitri Sharma Mr. Anagh B Sharma and Bharat Brijmohan Sharma HUF relatives of theDirectors holding 349500 228800 260000 and 190000 equity shares of the Companyrespectively. Except above no other Director or their relati ve hold shares of theCompany.
ii. Board Meetings
The Board/Committee meetings are pre-scheduled and proper notices of Board andCommittee meetings is circulated to the Directors well in advance to enable them to plantheir schedules and to ensure their meaningful participation in the meetings.
During the financial year under review 05 (Five) Board meetings were held on May 252020 June 27 2020 August 27 2020 November 05 2020 and February 25 2021. The gapbetween two Board meetings was in compliance with the provisions of the Act and the SEBI(LODR) Regulations 2015. Details of Directors as on March 31 2021 and their attendanceat the Board meetings and Annual General Meeting ("AGM") during the financialyear ended March 31 2021 are given below:
|Name of the Director ||Category ||No. of the Meeting held ||No of the Meeting attended ||Attendance at AGM |
|Mr. Bharat B. Sharma ||Managing Director ||5 ||5 ||Yes |
|Ms. Srijna B. Sharma ||Whole-Time Director ||5 ||5 ||Yes |
|Mr. Sanjay V. Kulkami ||Non-Executive Director ||5 ||5 ||Yes |
|Mr. Sachin C. Chavan ||Independent Director ||5 ||4 ||No |
|Mr. Chetan B. Patel ||Independent Director ||5 ||5 ||Yes |
i:ii. Audit Committee
The Audit Committee in terms of the provisions of section 177 of the Companies Act2013 comprising of Mr. Chetan B. Patel Mr. Sachin C. Chavan and Mr. Bharat B. Sharma.
Mr. Chetan B. Patel Independent Director is the Chairman of the Audit Committee.
During the financial year ended on March 31 2021 4 (four) meeting of the AuditCommittee were held on June 27 2020 August 27 2020 November 05 2020 and February 252021 which was attended by all the members of the Committee.
iv. Nomination and Remuneration Committee
As on March 31 2021 the Nomination and Remuneration Committee in terms of theprovisions of section 178 of the Companies Act 2013 comprising of Mr. Sachin C. Chavanand Mr. Chetan B. Patel and Mr. Sanjay V Kulkami.
Mr. Sanjay V. Kulkami has been inducted as member of the Committee with effect from May25 2020.
Mr. Sachin C. Chavan Independent Director is the Chairman of the Nomination andRemuneration Committee.
During the financial year ended on March 31 2021 Two (2) meeting of the Nominationand Remuneration Committee were held on May 252020 and February 25 2021.
v. Stakeholders Relationship Committee
As on March 31 2021 the Stakeholders Relationship Committee in terms of the provisionsof section 178 of the Companies Act 2013 comprising of Mr. Chetan B. Patel and Mrs.Srijna Sharma and Mr. Sanjay V Kulkami.
Mr. Sanjay V. Kulkami has been inducted as member of the Committee with effect from May25 2020 and is the Chairman of the Stakeholders Relationship Committee.
During the financial year ended on March 31 2021 4 (Four) meeting of the StakeholdersRelationship Committee were held on June 27 2020 August 27 2020 November 05 2020 andFebruary 25 2021 which was attended by all the members of the Committee.
15. BOARD EVALUATION INDUCTION AND TRAINING OF BOARD MEMBERS
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas evaluation of the working of the Board and its Committees culture execution andperformance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non- Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
16. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the Companies Act 2013 the Directorsconfirm that;
i. that in the preparation of the Annual Accounts for the year ended March 31 2021the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
ii. and applied them consistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company asat March 31 202] and of the profit of the Company for the year ended on that date;
iii. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi. that the Directors had devised proper systems to ensure compliance with theprovisions of a]] applicable laws and that such systems were adequate and operatingeffectively.
17. STATUTORY AUDIT
Anil Bansal & Co Chartered Accountants (Firm Registration No:100421W) who wereappointed as Statutory Auditors of the Company at the AGM held in the year 2017 for aperiod of five years till the conclusion of the AGM of the Company to be held in the year2022.
There is no audit qualification reservation or adverse remark for the financial yearunder review.
18. COST AUDIT
Provision of Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 are not applicable to the Company during the financial yearunder review.
19. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere-under the Company has appointed R M Mimani & Associates LLP CompanySecretaries (Firm Registration No. L2015MH008300) to undertake the SecretarialAudit of the Company.
The Secretarial Audit Report is annexed herewith as "Annexure-2" and forms anintegral part of this Report.
20. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
Your Company has policies procedures and effective internal controls for ensuringorderly and efficient conduct of the business safeguard of its assets prevention anddetection of fraud and errors accuracy and completeness of the accounting record timelypreparation of financial statements and proper disclosure.
During the year such controls were tested and no reportable material weakness in thedesign or operation was observed.
The internal and operational audit is conducted on regular basis The main thrust ofinternal audit is to test and review controls appraisal of risks and business processesbesides benchmarking controls with best practices in the industry.
21. RISK MANAGEMENT
During the financial year under review the Company has identified and evaluateselements of business risk. Consequently a Business Risk Management framework is in place.The risk management framework defines the risk management approach of the Company andincludes periodic review of such risks and also documentation mitigating controls andreporting mechanism of such risks. The framework has different risk models which help inidentifying risks trend exposure and potential impact analysis at a Company level as alsoseparately for business.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provision of Schedule VII of the Companies Act 2013 read with Companies CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the Company during thefinancial year under review.
23. ENVIRONMENT AND SAFETY
Your Company is committed to ensure sound Safety Health and Environmental (SHE)performance related to its activities products and services. Your Company is takingcontinuous steps to develop Safer Process Technologies and Unit Operations for increasedsafety and reduction of human error element. Enhanced level of training on Process andBehavior based safety adoption of safe and environmentally friendly production process.Management System is done on a continuous basis.
The Company is committed to continuously take further steps to provide a safe andhealthy environment.
The details of the policies approved and adopted by the Board of Directors of theCompany and required to be part of the Directors Report are as under;
(a) Vigil Mechanism/Whistle Blower Policy
The Company has a whistle blower policy to report genuine concerns or grievances. TheWhistle Blower policy has been posted on the website of the Company(www.ayurvedganga.com)
(b) Remuneration and Nomination Policy
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Theremuneration and nomination policy has been posted on the website of the Company(www.ayurvedganga.com)
(c) Related Party Transactions and Policy
The Company has developed a related party transactions framework through standardoperating procedures for the purpose of identification and monitoring of transactions withthe related parties.
The policy on related party transactions as approved by the Board of Directors has beenuploaded on the website of the Company i.e. (www.ayurvedganga.com). None of the Directorshas any pecuniary relationship or transactions vis-a-vis the Company.
(d) Policy on material subsidiary
The details of the policy have been disclosed on Company's website at(www.ayurvedaganga.com)
(e) Familiarization programme for Directors
The details of the familiarization programme have been disclosed on Company's websiteat (www.ayurvedaganga.com)
(1) Code of Conduct
In Compliance with Regulation 26(3) of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 and the Companies Act 2013 the Company has laid down theCode of Conduct for all Board members and senior management of the Company which isavailable on the Company's Website at (www.ayurvedaganga.com).
All the Board members and senior management of the Company have affirmed compliancewith their Code of Conduct for the financial year ended March 31 2021. The ManagingDirector has also confirmed and certified the same. The certification is annexed andforming the part of this report
(g) Prevention of Sexual Harassment Policy
The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year 2020-2021 nocomplaints were received by the Company related to Sexual Harassment.
(h) Risk Management Policy:
Your Company has a Risk Management Policy adopted by the Board. Periodical in-houserisk audits were conducted to detect and mitigate the risks in a timely and effectivemanner. Management Discussion and Analysis Report contain more details on the riskmanagement practiced by the Company
25. STATUTORY INFORMATION
The information on conservation of energy technology absorption and foreignexchange earnings and outgo pursuant to Sectionl34 (3)(m) of the Companies Act 2013 readwith the Rule 8(3) of the Companies (Accounts) Rules 2014 are not applicable to theCompany during the financial year under review.
The information required under section 197 of the Companies Act 2013 read withRule 5(1) (2) & (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company are given in "Annexure- 3 & 4" to this report.
The Company has not accepted any deposits within the meaning of Section 73 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
The Business Responsibility Reporting as required under SEBI (LODR) 2015 and isnot applicable to your Company for the financial year under review.
Disclosure as required under para-F of Schedule V of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 are not applicable to the Company duringthe financial year.
A certificate from a Company Secretary in practice that none of the Directors onthe Board of the Company have been debarred or disqualified from being appointed orcontinuing as Directors of companies by the Board/Ministry of Corporate Affairs or anysuch statutory authority is annexed herewith as a part of the report
Your directors express their sincere gratitude for the assistance and co-operationextended by Banks Government Authorities Shareholders Suppliers and Customers. Yourdirectors also wish to place on record their appreciation of the contribution made by theemployees at their levels towards achievements of the Company's goals.
For and on behalf of the Board of Directors of
Ganga Pharmaceuticals Limited
Dated: August 4 2021