Ganges Securities Ltd.
|BSE: 540647||Sector: Financials|
|NSE: GANGESSECU||ISIN Code: INE335W01016|
|BSE 00:00 | 29 Nov||111.50||
|NSE 00:00 | 29 Nov||110.10||
|Mkt Cap.(Rs cr)||112|
|Mkt Cap.(Rs cr)||111.50|
Ganges Securities Ltd. (GANGESSECU) - Director Report
Company director report
Your Directors present herewith the Eighth Annual Report on thebusiness & operations of the Company together with the Audited Financial Statementsfor the year ended March 312022.
1. Financial Results
A summary of the standalone and consolidated financial performance ofthe Company for the financial year ended March 312022 as compared to the previous yearis summarised below:
(Rs. in lakhs)
2. Financial Performance and State of affairs of the Company
During the Financial Year 2021-22 the standalone Gross Revenue fromOperations was Rs. 790.77 lakhs (Previous Year: Rs. 493.68 lakhs). The Profit stood at Rs.690.38 lakhs (Previous Year: Rs. 470.57 lakhs) registering a satisfactory growth.
The Consolidated Gross Revenue from operations for FY 2022 was Rs.3427.75 lakhs (Previous Year: Rs. 3481.05 lakhs). The Consolidated profit stood at Rs.799.49 lakhs (Previous Year: Rs. 979.42 Lakhs).
The Board of Directors has recommended payment of dividend on unlisted8.5% Non-Convertible Cumulative Redeemable Preference Shares ('NCCRPS') of the Companyupto the date of redemption.
There is no change in the nature of business of the Company.
During the year the Allahabad Bench of the National Company LawTribunal ('NCLT') vide its Order dated 3 September 2021 approved the Scheme ofAmalgamation under Sections 230-232 of the Companies Act 2013 between Ganges SecuritiesLimited ('GSL') and Uttar Pradesh Trading Company Limited ('UP Trading') and theirrespective shareholders and creditors ('the Scheme'). Pursuant to the Scheme UP Tradinghas merged into GSL with effect from October 012021.
Save as above there were no significant or material orders passed byany regulator court or tribunal impacting the Company's operation in future.
There are no other material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear i.e. March 312022 and the date of this report.
Details on the state of affairs of the Company are covered in theManagement Discussion and Analysis Report attached to this Report and marked as 'AnnexureA'.
3. Share Capital
There has been no change in the paid up Share Capital of the Company.The paid up Equity Share Capital as on March 312022 stood at Rs. 1000.37 lakhs.
4. Subsidiary Associate and Joint Venture
As on March 312022 the Company has one subsidiary viz. CinnatolliahTea Limited. The Company has formulated a policy for determining material subsidiaries inline with the requirement of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ('Listing Regulations'). The said Policy is being disclosed on theCompany's website at the web-linkhttp://www.birla-sugar.com/Assets/Ganges/Ganges-Securities-Policy-on-Determination-of-Materiality.pdf.
The Consolidated Financial Statements of the Company are prepared inaccordance with relevant Indian Accounting Standards issued by the Institute of CharteredAccountants of India and forms an integral part of this Report.
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of Subsidiaries/ Associate Companies/Joint Ventures is given in Form AOC-1which forms part of this Report and marked as 'Annexure - 'B'.
During the year Uttar Pradesh Trading Company Limited a wholly ownedsubsidiary of the Company has merged into the Company with effect from October 01 2021.
Except the above no other body corporate has become or ceased to be asubsidiary joint venture or associate company during the year.
The Board of Directors comprises of 5 (five) Non-Executive Directorshaving experience in varied fields and a Managing Director. Out of five Non- ExecutiveDirectors three are Independent Directors. Mrs. Nandini Nopany is the Non-ExecutiveChairperson of the Company.
In accordance with the provisions of Section 152 of the Act and theCompany's Articles of Association Mrs. Nandini Nopany [DIN: 00051362] retires byrotation at the forthcoming Annual General Meeting and being eligible offers herself forre-appointment. Further Mrs Nandini Nopany attained the age of 75 years on May 10 2022and pursuant to Regulation 17(1A) of Listing Regulations the Board of Directors on therecommendation of the Nomination and Remuneration Committee recommends to theshareholders of the Company the re- appointment of Mrs Nandini Nopany as a Director ofthe Company liable to retire by rotation.
Mr Santosh Kumar Poddar has relinquished the office of Director of theCompany with effect from February 10 2022.
Further the Board of Directors on recommendation of the Nomination andRemuneration Committee has appointed Mr. Brij Mohan Agarwal as a Non- Executive Directorwith effect from February 10 2022.
The shareholders of the Company have vide resolution passed throughPostal Ballot on March 13 2022 have re-appointed Messrs Dhiraj Ramakant Banka (DIN:07642329) and Arun Kumar Newar (DIN: 07778968) as Independent Directors of the Company fora second term to hold office for a term of 5 (five) consecutive years from March 14 2022and March 30 2022 respectively.
The Company has received necessary declarations from all theIndependent Directors ('IDs') of the Company confirming that they meet the criteria ofindependence as laid down under Section 149(6) & (7) of the Companies Act 2013 andRegulation 25 of the Listing Regulations Declarations have also been received by all theappointed Independent Directors of the Company with regard to registration on the databankof IDs maintained by the Indian Institute of Corporate Affairs Manesar (Haryana) inaccordance with the provisions of Section 150 of the Companies Act 2013. The Board ofDirectors is of the opinion that the Independent Directors are persons of integrity withhigh level of ethical standards they possess requisite expertise and experience forappointment as Independent Director of the Company.
In accordance with Regulation 17(1A) of the Listing Regulationsconsent of the shareholders was accorded by way of Special Resolution for continuation ofdirectorship of Mrs Nandini Nopany and Mr Arun Kumar Newar beyond the age of 75(seventy-five) years as they would attain the said prescribed age limit during the duringthe midst of their term.
In pursuance of the provisions of the Companies Act 2013 and accordingto Regulation of 25(3) of the Listing Regulations Performance Evaluation Criteria hasbeen laid down for effective evaluation of performance of the Board of Directors theCommittees thereof and individual Directors including the Chairperson of the Company.After detailed discussion at Board level as well as taking input from each Director theNomination and Remuneration Committee finalized the proformas / questionnaires containingvarious parameters to evaluate the performance of Board and its committee(s) IndividualDirectors and Chairperson of the Company. The performance evaluation parameters are basedon their roles and responsibilities contribution to the Company's goals decision makingprocess flow of information and various other aspects. The evaluation of performance ofthe Board as a whole Committees of the Board Individual Directors and Chairperson of theCompany was carried out for the Financial Year 2021-22.
Further the Independent Directors at their separate meeting reviewedthe performance and role of non-independent directors and the Board as a whole andChairman of the Company. Further the IDs at their meeting have also assessed the qualityquantity and timeliness of flow of information between the Company management and theBoard that was necessary for the Board to effectively and reasonably perform their duties.
Other information on the Director(s) including required particulars ofDirectors retiring by rotation is provided in the Notice convening the Annual GeneralMeeting.
6. Key Managerial Personnel
The following directors / executives of your Company are whole-time KeyManagerial Personnel (KMPs) as on 31st March 2022 in accordance with the provisions ofSection 203 of the Companies Act 2013:
Mrs Urvi Mittal- Managing Director
Mr. Vikash Goyal- Chief Financial Officer;
Ms. Vijaya Agarwala- Company Secretary
All Directors Key Managerial Personnel and Senior Management of theCompany have confirmed compliance with the Code of Conduct applicable to Directors &employees of the Company and a declaration to the said effect by the Managing Director ismade part of Corporate Governance
Report which forms part of this report. The Code is available on theCompany's website at the web link- http://birla-sugar.com/Assets/Ganges/Ganges-Securities-Code-of_Conduct.pdf All Directors have confirmed compliance with theprovisions of Section 164 of the Companies Act 2013.
7. Familiarisation Programme
Periodic presentations are made at the Board Meetings with respect tobusiness performance and updates on business strategy of the Company. The details of thefamiliarisation programme (other than through meeting of Board and its Committees)imparted to Independent Directors is uploaded on the website of the Company and availableat the weblink- http://www.birla-sugar.com/Assets/Ganges/Familiarisation_Programme forIndependent_Director_-_Ganges_Securities_Limited.pdf
The details of the training and familiarization program are provided inthe Corporate Governance report. Further at the time of appointment of an IndependentDirector the Company issues a formal letter of appointment outlining his/ her roleduties and responsibilities. The format of such letter of appointment is available at thewebsite of the Company athttp://www.birla-sugar.com/Assets/Ganges/Terms-and-conditions-of-appointment-of-Independent-Directors2.pdf
8. Policy on Directors' appointment and remuneration
The policy of the Company is to have an appropriate mix of executivenon-executive and independent directors to maintain the independence of the Board andseparate its functions of governance and management.
The Board of Directors has framed a policy which lays down a frameworkin relation to remuneration of Directors Key Managerial Personnel (KMP) and SeniorManagement of the Company. The Policy inter-alia includes the appointment criterion& qualification requirements process for appointment & removal retirement policyand remuneration structure & components etc. of the Directors KMP and other seniormanagement personnel of the Company. As per the Remuneration Policy a person proposed tobe appointed as Director KMP or other senior management personnel should be a person ofintegrity with high level of ethical standards.
We affirm that the remuneration paid to the directors is as per theterms laid out in the Nomination and Remuneration Policy of the Company and that there hasbeen no change in this policy during the year under review and a copy of the said Policyis available at the website of the Company at the weblinkhttp://www.birla-sugar.com/Assets/Ganges/Remuneration-Policy_Ganges.pdf.
A calendar of Meeting is prepared and circulated in advance to theDirectors. The Board evaluates all the decisions on a collective consensus basis amongstthe Directors. The intervening gap between Meetings was within the period prescribed underthe Companies Act 2013. During the financial year ended March 312022 8 (eight) Meetingsof the Board of Directors of the Company were held. The details of the Board Meetings heldduring the financial year 2021-22 have been furnished in the Corporate Governance Reportforming part of this Annual Report.
The Company has complied with the applicable Secretarial Standardsprescribed under Section 118(10) of the Companies Act 2013.
10. Committees of the Board
As on March 31 2022 there are three Board constituted Committees viz:as Audit Committee Nomination & Remuneration Committee and Stakeholders RelationshipCommittee. The details of the terms of reference number and dates of meetings heldattendance of the Directors and remuneration paid to them are separately provided in theCorporate Governance Report which forms an integral part of this Report.
11. Loans Guarantee and Investments
During the year under review the Company has not given any corporateguarantees covered under the provisions of Section 186 of the Companies Act 2013.
Details on particulars relating to investments/loans under Section 186of the Companies Act 2013 are provided in notes to the financial statements.
12. Related Party Contracts / Arrangements
All related party transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course of business.There were no materially significant Related Party Transactions entered into by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.
Accordingly the disclosure of Related Party Transactions as requiredunder Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable. Thedetails of related party transactions are set out in the notes to the financialstatements.
The Company has developed a Related Party Transactions Policy forpurpose of identification and monitoring of such transactions and accordingly all RelatedParty Transactions are placed before the Audit Committee as also the Board for approval.The said Policy is available on the Company's website at the weblinkhttp://www.birla-sugar.com/Assets/Ganges/Ganges-Securities-Related-Party-Transaction-Policy.pdf
The Policy intends to ensure that proper reporting approval anddisclosure processes are in place for all transactions between the Company and its RelatedParties.
13. Public Deposits
The Company has not accepted any deposits from the public and as suchthere are no outstanding deposits within the meaning of the provisions of Non-BankingFinancial Companies Acceptance of Public Deposits (Reserve Bank) Directions 2016 and theprovisions of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposit) Rules 2014. There was no public deposit outstanding as at the beginning and endof the financial year 2021-22.
14. Risk Management and Internal Financial Controls
Business Risk Evaluation and Management is an ongoing process withinthe organization. The Company's approach to addressing business risks is comprehensive andincludes periodic review of such risks and a framework for mitigating controls andreporting mechanism of such risks.
The Company has a robust risk management framework to identify monitorand minimize risks as also identify business opportunities. The Company has in placeadequate internal financial controls with reference to the financial statements. Duringthe year such controls were reviewed and no reportable material weakness was observed.
The Audit Committee reviews the adequacy and effectiveness of theCompany's internal control environment and monitors the implementation of auditrecommendations including those relating to strengthening of the Company's riskmanagement policies and systems. The main thrust of internal audit is to test and reviewcontrols appraisal of risks and business processes besides benchmarking controls withbest practices in the industry.
15. Whistle Blower / Vigil Mechanism
The Company has established a vigil mechanism and adopted whistleblower policy pursuant to which whistle blowers can report concerns about unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct policy.
The mechanism provides adequate safeguards against victimisation ofpersons who use this mechanism. The said Policy can be accessed on the Company's websiteat the weblinkhttp://www.birla-sugar.com/Assets/Ganges/Ganges-Securities-Whistle-Blower-Policy.pdf
During the year there was no instance of fraud which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.
16. Corporate Governance & Annual Return
Your Directors strive to maintain highest standards of CorporateGovernance. The Corporate Governance Report for the Financial Year 2021- 22 is attached as'Annexure C' to this Report. The declaration of the Managing Director confirmingcompliance with the 'Code of Conduct' of the Company Report and Auditor's Certificateconfirming compliance with the conditions of Corporate Governance are enclosed as'Annexure D' and 'Annexure E' to this Report respectively.
In accordance with the Companies Act 2013 the Annual Return in theprescribed format is available at http://www.birla-sugar.com/Our-Companies/About-Us-GANGES-SECURITIES-LIMITED
17. Auditors Audit Qualifications and Board's Explanations
a. Statutory Auditors
M/s. Agrawal Subodh & Co. Chartered Accountants having FirmRegistration No. 319260E were re-appointed as Statutory Auditors at the 6th AnnualGeneral Meeting (AGM) of the Company to hold office for another term of 5 (five) yearsfrom the conclusion of 6th AGM till the conclusion of the 11th AGM. The said Auditors haverelinquished the office of Statutory Auditors from the conclusion of this AGM.
The Board of Directors of the Company ('the Board') on therecommendation of the Audit Committee ('the Committee') has recommended for the approvalof the Members the appointment of Messrs. J K V S & CO Chartered Accountants('JKVS') as the Auditors of the Company for a period of five years from the conclusion ofthis AGM till the conclusion of the 13th AGM. The Committee considered various parameterslike capability to serve a diverse and complex business landscape as that of the Companyaudit experience in the Company's operating segments market standing of the firmclientele served technical knowledge etc. and found JKVS to be best suited to handle thescale and diversity associated with the audit of the financial statements of the Company.
JKVS was established as a sole proprietorship concern in the year 1987.Recently the name of the firm has been changed from erstwhile Jitendra K Agarwal &Associates to J K V S & Co. It has its registered office at 5A Nandlal Jew RoadKolkata - 700026 apart from branch offices in various cities in India. The Audit Firm hasa valid Peer Review certificate. It is primarily engaged in providing audit and assuranceservices to its clients. JKVS have given their consent to act as the Auditors of theCompany and have confirmed that the said appointment if made will be in accordance withthe conditions prescribed under Sections 139 and 141 of the Act.
The Report given by the Auditors on the financial statement of theCompany forms part of this Report. The Notes on financial statement referred to in theAuditors' Report are self-explanatory and do not call for any further comments. TheAuditors' Report does not contain any qualification reservation or adverse remark.
b. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany has appointed Messrs Vinod Kothari & Co. Practising Company Secretaries toconduct Secretarial Audit of the Company for the financial year 2021-22.
The Secretarial Audit Report is annexed herewith as 'Annexure F1' andself- explanatory and does not call for any further comments.
In addition to the above pursuant to Regulation 24A of the ListingRegulations the Secretarial Audit Report of the material unlisted subsidiary of theCompany viz. Cinnatolliah Tea Limited forms part of this Report and are marked as'Annexure -F2'.
c. Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act 2013and the Companies (Accounts) Rules 2014 your Company has on the recommendation of theAudit Committee re-appointed Messrs M Parasrampuria & Co. Chartered Accountants toconduct Internal Audit of the Company for the financial year 2021-22.
18. Corporate Social Responsibility (CSR) Policy
The provisions of Section 135 of the Companies Act 2013 relating toCorporate Social Responsibility are not applicable to the Company.
19. Investor Education and Protection Fund
The provisions pertaining to Investor Education and Protection Fund(Uploading of Information regarding unpaid and unclaimed amounts lying with Companies)Rules 2012 are not applicable to your Company.
20. Energy Conservation Technology absorption and Foreign ExchangeEarnings & Outgo
The provisions of Section 134(3)(m) of the Companies Act 2013 do notapply to your Company as it does not have any activity requiring conservation of energy ortechnology absorption. There was no foreign exchange inflow or outflow during the yearunder review.
21. Disclosures under Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013
The Company is committed to provide and promote a safe healthy andcongenial atmosphere irrespective of gender caste creed or social class of theemployees. During the year under review no complaint / case was filed pursuant to SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
22. Particulars of Employees
During the year under review there was no employee in the Company whowas in receipt of remuneration as required to be disclosed under Section 197 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
23. Directors' Responsibility Statement
To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for theyear ended March 31 2022 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;
b. that such accounting policies as mentioned in the Notes to theFinancial Statements have been selected and applied consistently and judgement andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 312022 and of the profit of theCompany for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d. that the annual financial statements have been prepared on a goingconcern basis;
e. that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.
24. CEO/CFO Certification
Mrs Urvi Mittal Managing Director and Mr. Vikash Goyal ChiefFinancial Officer have submitted certificates to the Board as contemplated underRegulation 17(8) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015.
Your Directors take this opportunity of recording their appreciation ofthe shareholders financial institutions and bankers for extending their support to theCompany. The Board of Directors also convey its sincere appreciation of the commitment anddedication of the employees at all levels.