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Shree Ganesh Remedies Ltd.

BSE: 540737 Sector: Health care
NSE: N.A. ISIN Code: INE414Y01015
BSE 12:02 | 06 Dec 320.00 9.80
(3.16%)
OPEN

305.25

HIGH

335.05

LOW

304.00

NSE 05:30 | 01 Jan Shree Ganesh Remedies Ltd
OPEN 305.25
PREVIOUS CLOSE 310.20
VOLUME 3240
52-Week high 429.55
52-Week low 110.08
P/E 34.45
Mkt Cap.(Rs cr) 384
Buy Price 320.00
Buy Qty 23.00
Sell Price 323.70
Sell Qty 8.00
OPEN 305.25
CLOSE 310.20
VOLUME 3240
52-Week high 429.55
52-Week low 110.08
P/E 34.45
Mkt Cap.(Rs cr) 384
Buy Price 320.00
Buy Qty 23.00
Sell Price 323.70
Sell Qty 8.00

Shree Ganesh Remedies Ltd. (SHREEGANESHREM) - Director Report

Company director report

To

The Members

Shree Ganesh Remedies Ltd.

Dear Shareholders

Your directors have pleasure in presenting herewith the 25th Annual Report along withits Audited Financial Statements for the year ended on 31st March 2020 of your Company

Summarized Financial Results

The Financial performance of the company during the year is as under:

(Rs.in lakhs)
Particulars AS AT 31 MARCH 2020 STANDALONE AS AT 31 MARCH 2020 CONSOLIDATED AS AT 31 MARCH 2019 STANDALONE
Income
Revenue From operations 5842.56 6401.87 3531.43
Other Income 417.80 390.93 116.53
Total Income 6260.36 6792.80 3647.96
Less :
Expenses 4985.96 5433.81 2781.33
Total Expenses 4985.96 5433.81 2781.33
Profit before Exceptional Extraordinary items and Tax 1274.40 1358.99 866.63
Extraordinary Items Nil Nil Nil
Profit before Tax 1274.40 1358.99 866.63
Tax Exps:
Provision for Tax 317.57 317.57 219.33
Provision for deferred Tax (5.63) (5.63) 23.80
Profit for the Period 962.46 1047.05 623.50
Earnings Per Equity Share:
Basic 10.73 11.67 6.95

Operational Overview

Your Company delivered yet another year of consistent and profitable growth. During theyear the company has earned total income of Rs. 626035523 (Previous year Rs.364795835). The Company continues to operate only in one segment i.e. pharmaceuticalsintermediates and there is no change in the nature of Business of the Company. After allthe financial adjustments the company has earned a net profit after tax of Rs.96245305 (Nine Crore Sixty Two Lacs Forty Five Thousand Three Hundred Five Only).

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements are available on www.ganeshremedies.com. These documents will also be availablefor inspection during working hours at the registered office of your Company atAnkleshwar Gujarat. Any member interested in obtaining such document may write to theCompany Secretary and the same shall be furnished on request.

Launch Of New Products

During the year the Company has launched New Advance Pharmaceutical Intermediatessubstituting the import intermediates and thereby reducing the dependence of domesticcompanies on foreign companies hence supporting the vision our Prime Minister of Make inIndia.

Dividend

Your Directors have recommended a Final Dividend of Rs. 1.50 (i.e. 15%) per equityshare for the financial year ended 31st March 2020 subject to approval of members in theensuing Annual General Meeting. The final dividend will absorb Rs. 13457034/- duringthe year under review.

Reserves

The amount of profit of Rs.. 96245305 is transferred to the Reserve and SurplusAccount for the year under review.

Performance Review

Your Company delivered yet another year of consistent and profitable growth. During theyear the company has earned total income of Rs. 626035523 (Previous year Rs.364795835). The Company continues to operate only in one segment i.e. pharmaceuticalsintermediates and there is no change in the nature of Business of the Company. After allthe financial adjustments the company has earned a net profit after tax of Rs.96245305 (Nine Crore Sixty Two Lacs Forty Five Thousand Three Hundred Five Only).

Details Of The Associates/ Joint Venture / Subsidiaries Comapanies

The Company has acquired Ashok Pharma Chem (Partnership Firm) on December 24 2019subsequently consolidated statements are attached to the Annual Financial Statements ofthe Company for the year ended March 312020 and apart from this no other company hasbecome holding / subsidiary/ joint venture.

Organisational Initiatives In Response To Covid-19 Situation

The ongoing COVID-19 crisis calls for the entire nation to fight as one collectiveforce the Company as a whole has contributed Rs. 701000 towards the fight againstpandemic in this hour of India's battle against COVID-19 and is been committed to take allthe necessary steps for providing relief to the society.

Share Capital Structure

The Issued Subscribed and Paid-up equity share capital as on 31st March 2020 was Rs.89713560 divided into 8971356 shares of Rs. 10/- each. There were no Allotments madeduring the year.

Meetings Of The Board

The Board met Eight times during the financial year. Details of meetings are given inthe Corporate Governance Report annexed herewith and forms part of this report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

Public Deposit

The Company has not accepted any public deposit during the year under review and noamount against the same was outstanding at the end of the year.

Regulatory Statement

In conformity with provision of Regulation 34 of SEBI (LODR) Regulations 2015 therequired disclosures for the year ended 31.03.2020 are annexed hereto. The equity sharesof the Company are listed on the BSE Ltd on SME platform.

Declaration By Independent Directors

The Company has received necessary declarations from each Independent Director of theCompany confirming that he/she met with the criteria of independence as laid out insub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 16( 1 ){b)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Board Diversity

A diverse Board enables efficient functioning through differences in perspective andskill and also fosters differentiated thought processes at the back of varied industrialand management expertise gender knowledge and geographical background. The Companyfollows diverse Board structure.

Board Evaluation

As per the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the formal annual evaluation was carried outfor the Board's own performance its committee & Individual directors.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members based on the criteria such as the composition of committeeseffectiveness of committee meetings.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the Individual Directors on the basis of criteria such as the contributionof the individual Director to the Board and Committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsCode of conduct etc. In addition the Chairman was also evaluated on the key aspect of hisrole.

In a separate meeting of independent Directors performance of non-independentDirectors performance of the board as a whole and performance of the Chairman wasevaluated. The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual Directors was also discussed. Performance evaluation of Independent Director'swas done by the entire Board excluding the Independent Directors being evaluated.

Changes In Key Managerial Personnel

During the year under review Mr. Ashokkumar Kothia and Mr. Hasmukhbhai Kothia wereappointed as Whole Time Directors with effect from May 18 2019. However Mr. AshokkumarKothia had resigned from the Company with effect from April 15 2020.

Conservation Of Energy Technology Absorption And Foreign Exchange Earnings And Outgo

As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies(Accounts) Rules 2014 particulars relating to conservation of Energy R & DTechnology absorption and Foreign Exchange earnings/outgo are separately provided in theannexure to the Directors' Report as Annexure - 1.

Dematerialisation Of Securities

Your Company's Equity shares are admitted in the System of Dematerialization by boththe Depositories namely NSDL and CDSL. The Company has signed tripartite Agreement throughRegistrar and Share Transfer Agent M/s Bigshare Services Pvt. Ltd. The Investors areadvised to take advantage of timely dematerialization of their securities. The ISINallotted to your Company is INE414Y01015. Total Share dematerialized up to 31 st March2020 were 8971356 which constitute 100% of total capital

Health Safety And Environment

Safety and occupational health responsibilities are integral to your Company's businessprocess. Safety is a key performance indicator and your Company is committed to ensuringzero harm to its employees to any person in the Company premises and to the community.The Company is continuously focusing on improved training new initiatives andcommunications enhancing safety in the work place. Apart from safety initiatives yourCompany is also focusing on environment protection policy.

The Company has obtained necessary approvals from concerned GovernmentDepartment/Pollution Control Board.

Directors

Pursuant to Section 152 of Companies Act 2013 Shri Chandulal Manubhai Kothia shallretire by rotation at the ensuing Annual General Meeting being eligible offers himself forreappointment.

Pursuant to the provisions of Sections 149 150 152 read with Schedule IV of theCompanies Act 2013 Ms. Jigisha Jivrajbhai Kakadiya (DIN: 07740499) had been appointed asadditional director on the Board of the Company with effect from May 18 2019 who hasbeen re-designated as Independent Director on the Board of the Company with effect fromAugust 312019 and Mr. Gunjan Kothia had been appointed as additional director with effectfrom April 15 2020.

Director's Responsibility Statement

In terms of section 134 Clause (c) of Sub-Section (3) of the Companies Act 2013 inrelation to financial statements for the year 2019-20 the Board of Directors state

1 In the preparation of the annual accounts for the financial year ended 31st March2020 the applicable accounting standards have been followed;

2 The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year andprofit and loss account of the Company for that period;

3 The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4 The Directors have prepared the annual accounts on a going concern basis;

5 The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.

6 The Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

Appointment Of Directors And Criteria For Determining Qualifications PositiveAttributes Independence Of A Director

The NRC is responsible for developing competency requirements for the Board based onthe industry and strategy of your Company. The NRC reviews and meets potential candidatesprior to recommending their nomination to the Board. At the time of appointment specificrequirements for the position including expert knowledge expected is communicated to theappointee. The NRC has formulated the criteria for determining qualifications positiveattributes and independence of Directors in terms of provisions of Section 178 (3) of theAct and the SEBI Listing Regulations 2015 as stated under Independence: A Director willbe considered as an 'Independent Director' if he/she meets with the criteria for'Independence' as laid down in the Act Regulation 16 of the SEBI Listing Regulations andthe Governance Guidelines

Competency: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is ensuredthat the Board comprises a mix of members with different educational qualificationsknowledge and who possess adequate experience in banking and finance accounting andtaxation economics legal and regulatory matters consumer industry hospitality sectorand other disciplines related to the company's businesses Additional Positive Attributes:

(a) The Directors should not have any other pecuniary relationship with your Companyits subsidiaries associates or joint ventures and the Company's promoters except asprovided under law.

(b) The Directors should maintain an arm's length relationship between themselves andthe employees of the Company as also with the directors and employees of itssubsidiaries associates joint ventures promoters and stakeholders for whom therelationship with these entities is material.

(c) The Directors should not be the subject of proved allegations of illegal orunethical behavior in their private or professional lives.

(d) The Directors should have the ability to devote sufficient time to the affairs ofyour Company.

Remuneration Policy

Your Company had adopted a Remuneration Policy for the Directors KMP and otheremployees pursuant to the provisions of the Act and the SEBI Listing Regulations.

The key principles governing your Company's Remuneration Policy are as follows:

Remuneration to Managing Director / Whole-time Directors

(a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.

(b) The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector / Wholetime Directors.

Remuneration to Non- Executive/Independent Directors

(a) The Non-Executive/Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

(b) All the remuneration of the Non- Executive/Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

(c) An Independent Director shall not be eligible to get Stock Options and also shallnot be eligible to participate in any share-based payment schemes of the Company.

(d) Any remuneration paid to Non-Executive/Independent Directors for services renderedwhich are of professional in nature shall not be considered as part of the remunerationfor the purposes of clause (b) above if the following conditions are satisfied:

i) The Services are rendered by such Director in his capacity as the professional; and

ii) In the opinion of the Committee the director possesses the requisite qualificationfor the practice of that profession.

Remuneration to Key Managerial Personnel. Senior Management and other employees

The remuneration to Key Managerial Personnel Senior Management and other employeeshall consist of fixed pay and incentive pay in compliance with the provisions of theCompanies Act 2013 and in accordance with the Company's Policy.

Particulars Of Employees

A statement containing the names and other particulars of employees in accordance withthe provisions of section 197(12) of the Companies Act 2013 read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure-2 to this report.

No employee has received remuneration in excess of the limits set out in rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during FY 2019-20.

Details Of Related Parties Transactions Purusant To Section 188(1) Of The CompaniesAct 2013

Pursuant to the provisions of section 188 of Companies Act 2013. All the related partytransactions entered into during the financial year under review were in ordinary courseof business and on an arm's length basis. There were no materially significanttransactions with related parties during the financial year which were in conflict withthe interest of the Company. Accordingly information in form AOC-2 is not annexed.

All Related Party Transactions are placed before the Audit Committee and the Board forapproval. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are of a foreseen and repetitive nature. The transactions entered into pursuant tothe omnibus approval so granted are placed before the Audit Committee and the Board ofDirectors for their review and aooroval on a auarterlv basis. Other details for intercorporate financial transactions or remuneration and other benefits paid to directorstheir relatives key managerial personnel etc. are given as per requirements of AS 18.

Details Of Loans Guarantees And Investments U/S 186 Of The Companies Act 2013

During the year under review the Company has not made any inter corporate loansinvestments given any corporate guarantee to any other body corporate subsidiaryassociate or any other company.

Auditors

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with rulesmade thereunder the Board of Directors has appointed M/s Vishal Thawani &Associates. Practicing Company Secretaries as Secretarial Auditor to conduct SecretarialAudit of the Company for the Financial Year 2019-20. The report submitted by theSecretarial Auditor in Form MR-3 is attached to this report as Annexure-3. The remark ofsecretarial auditor is self-explanatory in nature

Statutory Auditors

M/s. Rushik J Patel & Co. Chartered Accountants an Auditors firm was appointed asStatutory auditors of the company for a term of five consecutive years at the AnnualGeneral Meeting held on September 29 2018. As per Rule 6(3) of the Companies (Audit andAuditors) Rules 2014 they are eligible to continue as the statutory auditors. They haveconfirmed that they are not disqualified from continuina as Auditors of the Company.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.

Extract Of Annual Return

In compliance with Section 134(3)(a) of the Act an extract of Annual Return in formMGT-9 is appended to this report as Annexure-4.

Management Discussion And Analysis Report

Management discussion and perceptions on existing business future outlook of theindustry future expansion and diversification plans of the Company and future course ofaction for the development of the Company are fully explained separately Annexure-5.

Corporate Governance

As required by the SEBI Listing Regulations the report on Corporate Governance as wellas the Practicing Company Secretary's Certificate regarding compliance of conditions ofCorporate Governance form part of the Annual Report. All Board members and seniormanagement personnel have affirmed compliance with the Code of Conduct for the year2019-20. A declaration to this effect signed by the Managing Director of the Company iscontained in this Annual Report. The Managing Director and CFO have certified to the Boardwith regard to the financial statements and other matters as required under the ListingRegulations. The abovementioned Corporate Governance Report is annexed to this Report asAnnexure -6.

Insurance

The Fixed Assets and Stocks of your Company are adequately insured.

Significant And Material Orders

There are no significant and material orders passed by any regulator or court ortribunal impacting the going concern status and your Company's operations in future.

Internal Control System

Your Company has in place an adequate system of internal controls. The effectiveness ofinternal controls is reviewed through the internal audit process. Reports of internalauditors are reviewed by management and Audit Committee of the Company from time to timeand desired actions are initiated to strengthen the control and effectiveness of thesystem.

The focus of these reviews is as follows:

a Identify weaknesses and areas of improvement

b Compliance with defined policies and processes

c Safeguarding of tangible and intangible assets

d Management of business and operational risks

e Compliance with applicable statutes.

Risk Management

Your Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. Your Company has adopted proper system of InternalControl and Risk Management to ensure that all assets are safeguarded and protectedagainst loss from unauthorized use or disposition and that the transactions areauthorized recorded and reported quickly.

Corporate Social Responsibility (CSR) Initiatives

In accordance with the provisions of section 135 of the Companies Act 2013 and therules made thereunder your Company has constituted Corporate Social ResponsibilityCommittee of Directors. The role of the Committee is to review CSR activities of theCompany periodically and recommend to the Board amount of expenditure to be spent on CSRannually Annual Report on CSR activities carried out by the Company during FY 2019-20 isenclosed as Annexure - 7 to this report.

Material Changes And Commitments

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and the date ofthis Report.

Prevention Of Sexual Harassment Of Women At Workplace

The Company is committed to provide a safe and conducive work environment to itsemployees

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

Green Initiative

As the Act permits paperless compliance's and as a measure of green initiative weappeal to all those members who have not registered their e-mail addresses so far arerequested to register their e-mail address in respect of electronic holding with theirconcerned Depository Participants and/or with the Company.

Appreciation

Your Directors place on record their sincere appreciation for the valuable support andco-operation as received from government authorities Financial Institutions and Banksduring the year. Directors are also thankful for the support extended by CustomersSuppliers and contribution made by the employees at all level. Directors would also liketo acknowledge continued patronage extended by Company's shareholders in its entireendeavor.

On Behalf Of The Board Of Directors
For Shree Ganesh Remedies Limited
Sd/-
Chandulal Manubhai Kothia (DIN: 00652806)
Managing Director Place: Ankleshwar
Sd/- 31st July 2020
Hasmukhbhai Manubhai Kothia (DIN: 01076206)
Whole Time Director

.