To
The Members of
Ganesha Ecoverse Limited
(Formerly Known as SVP Housing Limited)
Your Directors have pleasure in presenting the Twenty First Annual Report of the
Company together with the Audited Financial Statements for the financial year ended March
31, 2024.
FINANCIAL RESULTS
The summarized financial results of the Company for the year ended March 31, 2024 as
compared to the preceding year are as under:
|
Year ended March 31, 2024 |
Year ended March 31, 2023* |
| Total Income |
1238.49 |
23.02 |
| Profit/(Loss) before Finance Costs, Depreciation and Amortization Expense |
636.81 |
(231.08) |
| Less: Finance Costs |
105.50 |
91.25 |
| Less: Depreciation & Amortization Expense |
0.19 |
0.17 |
| Profit/(Loss) before Tax |
531.12 |
(322.50) |
| Tax Expense |
108.07 |
1.09 |
| Profit/(Loss) after Tax |
423.05 |
(323.59) |
| Add: Other Comprehensive Income |
- |
- |
| Total Comprehensive Income |
423.05 |
(323.59) |
*Figures are restated as per Ind AS.
FINANCIAL AND OPERATIONAL PERFORMANCE.
Your Company has prepared the Financial Statements for the year ended March 31, 2024
for the first time in accordance with the Indian Accounting Standards (Ind AS) notified
under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder.
Previous year figures have been regrouped/re-classified wherever necessary and have been
re-stated as per Ind AS.
During the Financial Year 2023-24, total income of the Company was ? 1238.49 lakh as
against ?23.02 lakh during the previous financial year 2022-23. The Operating Profit
(EBITDA) stood at ?636.81 lakh in the FY 2023-24. The Company has incurred a Net Profit of
?423.05 lakh as against the loss of Rs. 323.59 lakh in the last financial year.
The improvement in the performance of the Company is primarily due to change in the
line of Company's business from share trading and real estate to the business of trading
of post-consumer PET bottle waste.
The performance of the Company dining the current FY 2024-25 continues to be
encouraging and barring unforeseen circumstances, your Directors expect your Company to
achieve better results during the year.
CHANGE IN MANAGEMENT OF THE COMPANY
During the year under review, Mr. Vishnu Dutt Khandelwal and Mr. Sandeep Khandelwal
became New Promoters of the Company and control and management of the Company was taken
over by them w.e.f. May 12, 2023.
CHANGE TN THE NATURE OF BUSINESS OF THE COMPANY
With the acquisition of the Company by new promoters during the year under review, the
Company changed its business from trading in Shares and real estate to manufacturing or
dealing in all kinds of plastic and textile products (whether primary, intermediate or in
final form), virgin or recycled, including spinning, knitting, weaving, garmenting etc. As
on date, the Company is into the business of trading of post-consumer PET bottle waste/
scrap.
CHANGE TN THE NAME OF THE COMPANY.
To reflect the shift in its core business activities, the name of the Company was
changed from M/s SVP Housing Limited to M/s Ganesha Ecoverse Limited with effect from
August 21, 2023.
CHANGE IN THE REGISTERED OFFICE OF THE COMPANY:
During the year under review, the registered office of the Company was shifted to a new
location within the same city. Presently, the Registered office of the Company is situated
at P3-211, Second Floor, Central Square, 20, Manohar Lai Khurana Marg, Bara Hindu Rao,
Delhi -110006.
DIVIDEND
With a view to conserve Company's resources for future business operations, the Board
of Directors of the Company do not recommend any dividend to the Equity Shareholders for
the year under review.
SHARE CAPITAL
During the year under review, the Authorized Share Capital of the Company was increased
from Rs.
25.00. 00.000/- (Rupees Twenty-Five Crores only) to Rs. 50,00,00,000/- (Rupees Fifty
Crores Only) consisting of 4,00,00,000 (Four Crores) Equity Shares of Rs. 10/- (Rupees Ten
Only) each and
1.00. 00.000 (One Crore) Redeemable Cumulative Preference Shares of Rs. 10/- (Rupees
Ten Only) each by creation of additional 2,50,00,000 (Two Crores Fifty Lakh) Equity Shares
of Rs.10/- (Rupees Ten Only) each.
There was no change in the issued, subscribed and paid-up capital of the Company,
during the year under review. Presently, the Total paid up capital of the Company is Rs.
21,17,94,000/- (Rupees Twenty-one Crore Seventeen Lakh and Ninety-Four Thousand Only)
consisting of Equity Share Capital of Rs. 11,17,94,000/- (Rupees Eleven Crore Seventeen
Lakh and Ninety- Four Thousand Only) divided into
1,11,79,400 Equity Shares of Rs. 10/- each and Preference Share Capital of Rs.
10,00,00,000/- (Rupees Ten Crore Only) divided into 100,00,000 Preference shares of Rs.
10/- each.
PROPOSED RIGHTS ISSUE
The Board of Directors of the Company at its meeting held on May 30, 2024, had approved
fund raising by way of issuance of upto 1,34,15,280 Equity Shares for cash at a price of
?35/- per Equity Share (including premium of ?25/- per Equity Share) aggregating to
?4.695.35 lakh on rights basis, to the Eligible Equity Shareholders of the Company, in the
ratio of 6:5 i.e, 6 (Six) Equity Shares for every 5(Five) Equity Shares held by
Shareholders as on Record date (to be notified later). Your directors are pleased to
inform that BSE vide its letter dated August 22, 2024, has granted its in-principle
approval for listing of fully paid up equity shares proposed to be issued on rights basis.
SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES
The Company has no Subsidiary, Associate and Joint Venture Companies during the year
2023-24, as such, the requirement of furnishing information relating to performance and
financial position of the Subsidiary, Associate and Joint Venture Companies is not
applicable.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2) of the SEBI (LODR) Regulations, 2015(‘‘SEBI Listing
Regulations”) is provided in a separate section forming part of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, following changes took place among the Directors and KMP
of the
Company:
1. Pursuant to the change in Control and Management of the Company, Mr. Vishnu Dutt
Khandelwal (DIN 00383507) and Mr. Sandeep Khandelwal (DIN 00379182), were appointed as
Additional Directors on the Board of the Company w.e.f. May 12, 2023, as the
representatives of the new promoters of the Company. Mr. Vijay Kumar (DIN 00369802),
Managing Director, Mr. Manoj Gupta (DIN 00076234), Non-Executive Non-Independent Director
and Ms. Chameli Devi (DIN 02360194), Executive Director resigned from the Board w.e.f. May
12, 2023, being representatives of outgoing promoters.
Mr. Sandeep Khandelwal (DIN 00379182), was designated as the Managing Director of the
Company, w.e.f. May 30, 2023. The appointment of Mr. Sandeep Khandelwal as Managing
Director and Mr. Vishnu Dutt Khandelwal as Director was approved by the members through
resolutions passed by postal ballot on August 11, 2023.
2. Mr. Abhilash Lai (DIN 03203177) and Ms. Neeru Abrol (DIN 01279485), were appointed
as Additional Independent Directors on the Board of the Company, w.e.f. May 30, 2023 and
their appointments were approved by the Members through resolutions passed by postal
ballot on August 11, 2023.
3. Mr. Kamal Kakar (DIN: 0692275), Mr. Manish Kumar Singhal (DIN: 01814983) and Mr.
Rakesh Shanna (DIN: 08426390), resigned from the position of Independent Director of the
Company with effect from June 19, 2023. Ms. Ritika Jain resigned from the post of Company
Secretary of the Company w.e.f. June 01, 2023 and Mr. Saurabh Jindal resigned from the
post of Chief Financial Officer of the Company with effect from July 25, 2023. The Board
of Directors placed on record appreciation for their valuable contribution and guidance
provided by them during their tenure.
4. Ms. Neha Gajwani was appointed as the Company Secretary and Compliance Officer of
the Company with effect from July 1, 2023.
5. Mr. Sandeep Khandelwal (DIN 00379182), was designated as the Chief Executive Officer
and Ms. Surbhi Bhatia was appointed as the Chief Financial Officer of the Company, w.e.f.
October 23, 2023.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Sandeep Khandelwal (DIN: 00379182), Managing Director
of the Company, retires from the Board by rotation, at the ensuing Annual General Meeting
of the Company and being eligible he has offered himself for re-appointment. The Board
recommends the proposal of his re-appointment for consideration of the Members at the
ensuing AGM of the Company. Brief profile of Mr. Sandeep Khandelwal is provided in the
Notice of ensuing AGM.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company had received the declarations u/s 149(7) of the Companies Act, 2013 from
the Independent Directors that they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 16(l)(b) of the SEBI Listing
Regulations and they have also confirmed that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgement and without any
external influence.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered themselves with the databank maintained
by the Indian Institute of Corporate Affairs.
In the opinion of the Board, all the Independent Directors on the Board of the Company
have requisite qualifications & proficiency and possess attributes of integrity,
expertise and experience.
COMPOSITION OF BOARD COMMITTEES
As on March 31, 2024, the Company has 5 (Five) Board level committees. The composition
of such committees are as follows: -
AUDIT COMMITTEE: -
| NAME OF COMMITTEE MEMBERS |
CATEGORY OF DIRECTORS |
POSITION/ DESIGNATION |
| 1 Shri Abhilash Lai |
Non-Executive - Independent Director |
Chairperson |
| 2 Shri Vishnu Dutt Khandelwal |
Non-Executive - Non Independent Director |
Member |
| 3 Ms Neeru Abrol |
Non-Executive - Independent Director |
Member |
During the year, all the recommendations made by the Audit Committee were accepted by
the Board.
NOMINATION AND REMUNERATION COMMITTEE: -
| NAME OF COMMITTEE MEMBERS |
CATEGORY OF DIRECTORS |
POSITION/ DESIGNATION |
| 1 Ms Neeru Abrol |
Non-Executive - Independent Director |
Chairperson |
| 2 Shri Vishnu Dutt Khandelwal |
Non-Executive - Non Independent Director |
Member |
| 3 Shri Abhilash Lai |
Non-Executive - Independent Director |
Member |
STAKEHOLDERS RELATIONSHIP COMMITTEE: -
| NAME OF COMMITTEE MEMBERS |
CATEGORY OF DIRECTORS |
POSITION/ DESIGNATION |
| 1 Shri Vishnu Dutt Khandelwal |
Non-Executive - Non Independent Director |
Chairperson |
| 2 Shri Sandeep Khandelwal |
Managing Director |
Member |
| 3 Shri Abhilash Lai |
Non-Executive - Independent Director |
Member |
CAPITAL RAISING COMMITTEE: -
| NAME OF COMMITTEE MEMBERS |
CATEGORY OF DIRECTORS |
POSITION/ DESIGNATION |
| 1 Shri Vishnu Dutt Khandelwal |
Non-Executive - Non Independent Director |
Chairperson |
| 2 Shri Sandeep Khandelwal |
Managing Director |
Member |
| 3 Shri Abhilash Lai |
Non-Executive - Independent Director |
Member |
MANAGEMENT COMMITTEE: -
| NAME OF COMMITTEE MEMBERS |
CATEGORY OF DIRECTORS |
POSITION/ DESIGNATION |
| 1 Shri Sandeep Khandelwal |
Managing Director |
Chairperson |
| 2 Vishnu Dutt Khandelwal |
Non-Executive - Non- Independent Director |
Member |
| 3 Shri Abhilash Lai |
Non-Executive - Independent Director |
Member |
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, in respect of the financial year ended March 31,
2024, confirm that: -
a) in preparation of the Annual Accounts, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures, if any;
b) they have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for that
year;
c) they have taken proper and sufficient care for the maintenance of adequate
Accounting Records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) they have prepared Annual Accounts on a ‘Going Concern' basis.
e) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls commensurate with the
size of the Company and the nature of its business, with reference to financial
statements. Internal Auditors of the Company periodically audit the adequacy and
effectiveness of the internal controls laid down by the management. The Audit Committee of
the Board of Directors also regularly reviews the adequacy and effectiveness of the
internal control systems and suggests improvements to strengthen the same.
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2023-24, the Board of Directors had met 8 (Eight) times on
May 01,2023, May 12, 2023, May 30, 2023, June 30, 2023, August 29, 2023, October 23, 2023,
November 14, 2023, and March 13, 2024.
COMPLIANCE WITH SECRETARIAL STANDARDS
Dining the year under review, the Company has duly complied with the applicable
provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2), issued by the Institute of Company Secretaries of India.
ANNUAL RETURN
The copy of Annual Return as required under Section 92(3) and Section 134(3)(a) of the
Companies Act, 2013, is placed on the Company's website and can be accessed at https:
ganeshaecoverse.com wp- content/iipIoads/2023/12/Annual-Retum-2022-2023.pdf
LISTING
The Company's Equity Shares are listed on BSE - SME and the listing fee for the
Financial Year 2023- 24, has been paid. During the year under review, the Company has made
an application to BSE for its migration from BSE-SME to BSE Mainboard and the approval for
the same is awaited.
AUDITORS AND AUDITORS' REPORT
a. Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules made
thereunder, M/s. Rajiv Mehrotra & Associates, Chartered Accountants, Kanpur (ICAI Firm
Registration No. 002253C) were appointed as the Statutory Auditors of the Company at 20th
AGM of the Company held on September 28, 2023, for a term of 5 (five) consecutive years,
to hold office till the conclusion of the 25th AGM of the Company. The Auditors have
confirmed that they are not disqualified from continuing as Statutory Auditors of the
Company.
The Statutory Auditors' Report for the financial year 2023-24 does not contain any
qualification, reservation or adverse remark or disclaimer.
b. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made
thereunder, the Board has appointed M/s. Hemant Kumar Sajnani & Associates, Company
Secretaries, as Secretarial Auditors, to undertake Secretarial Audit for the financial
year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is
annexed herewith as “Annexure I”.
As regards Secretarial Auditors' observation in their report stating discrepancies
found during the secretarial audit for the year under review, it is clarified that there
was a change in control and management of the Company, wherein an open offer for
acquisition and control over the Company was made by Mr. Vishnu Dutt Khandelwal and Mr.
Sandeep Khandelwal, under the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, vide letter of offer dated March 31, 2023. The Compliances for the
reporting period ended March 31, 2023 and till the date of change in control i.e. May 12,
2023, were undertaken by the erstwhile management of the Company and the non-compliance/
delay in compliance for the said period, occurred on account of oversight during the then
ongoing Open Offer.
c. Internal Auditors
Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts)
Rules, 2014, your Company engaged the services of M/s. Ashok & Ajai, Chartered
Accountants, Kanpur, to conduct the Internal Audit of the functions and activities of the
Company for the Financial Year
2023-24.
REPORTING OF FRAUDS
There was no instance of fraud dining the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or the Board under Section
143(12) of the Companies Act, 2013 and Rules framed thereunder
RELATED PARTY TRANSACTIONS
During the year under review, all transactions entered into with Related Parties were
approved by the Audit Committee and wherever required, were also approved by the Board of
Directors of the Company. Omnibus approval from the Audit Committee was obtained for
transactions of repetitive nature. Further, all related party transactions undertaken
during the year were in ordinary course of business and at arms' length basis. Particulars
of material contracts or arrangements with related parties as required under Section
134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 in Form AOC-2, are given in “Annexure II” forming part of this
Report.
The related party transactions entered into by the Company during the year under
review, are disclosed under Note no. 1.1 (N) to the Financial Statements of the Company
for the year ended March 31, 2024.
PARTICULARS OF LOAN. GUARANTEES OR INVESTMENTS BY THE COMPANY
During the year under review, the Company has not made any investments, given any
guarantee or provided securities attracting provisions of Section 186 of the Companies
Act, 2013.
Particulars of the loans given dining the year alongwith the purpose for which the
loans were proposed to be utilized by the recipient and the investments made in the past,
have been disclosed in the Notes to the Financial Statements for the year ended March 31,
2024.
WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013, the Company has adopted Whistle
Blower Policy for vigil mechanism for Directors and employees to report their genuine
concerns or grievances relating to the Company. The vigil mechanism provides for adequate
safeguards against victimization of employees and Directors who use such mechanism and
makes provision for direct access to the Chairman of the Audit Committee in exceptional
cases.
The Policy has been posted on the website of the Company and may be accessed at
https://ganeshaecoverse.com/investors-relation/
NOMINATION AND REMUNERATION POLICY
Our current Nomination and Remuneration Policy is to have an appropriate mix of
Executive and Non- Executive Directors including the independent directors to maintain the
diversity and independence of the Board.
The broad parameters covered under the Policy are -Attributes, Qualifications and
Remuneration of Executive Directors, Non-Execulive Directors including Independent
Directors, KMP and Senior Management Personnel. It also covers performance evaluation
criteria of the Board, its Committees and individual directors.
The Nomination, Remuneration and Board Diversity Policy of the Company was reviewed and
updated by the Board of Directors during the year under review and the same is available
on the website of the Company https.V/ganeshaecoverse. com/investors-relation/
BOARD EVALUATION
The Board of Directors at its meeting held on March 13, 2024, has carried out an annual
evaluation of its own performance, board committees and individual directors pursuant to
the provisions of the Act & SEBI Listing Regulations. Performance Evaluation of
Independent Directors was done by the entire board, excluding the director being
evaluated. The Evaluation Process was conducted through a structured questionnaire
prepared after taking into consideration the various aspects laid down under the
“Nomination, Remuneration and Board Diversity Policy” of the Company. The Board
of Directors expressed satisfaction with the evaluation process.
In a separate meeting of Independent Directors held on March 27, 2024, the Independent
Directors of the Company had evaluated the performance of non-independent directors and
Board as whole. Independent Directors have also assessed the quality, quantity and
timeliness of flow of information between the Company's Management and the Board and
recorded their satisfaction with the flow of information.
RISK MANAGEMENT
The risk management is an ongoing process and the Board members periodically review the
business risks and minimization procedures. There are no risks which in the opinion of the
Board are of the nature that can threaten the existence of the Company.
DEPOSITS
During the year under review, the Company has neither accepted nor renewed any deposit
from public in terms of the provisions of Sections 73 and 76 of the Companies Act, 2013,
read with the Companies (Acceptance of Deposits) Rules, 2014. During the year under
review, the Company has not accepted any amount as unsecured loan from directors and no
amount of unsecured loan from Directors was outstanding as on March 31, 2024.
MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
On July 8, 2024, the Company has entered into a Share Subscription Agreement with GESL
Spinners Private Limited (“GSPL”), a Company engaged in the business of
production of textile grade spun yam and sewing thread out of Recycled Polyester Staple
Fibre (RPSF), to infuse funds upto ?4,649.50 Lakhs through an investment in the Equity
Shares of GSPL.
Except above, no other material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year 2023-24 and the
date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
Dining the year under review, there were no significant and material orders passed by
the regulators or courts or tribunals, which would impact the going concern status of the
Company and its future operations.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, the Company has no activity relaling to Conservation of
Energy or Technology Absorption.
Further there was no Foreign Exchange earnings and out go.
PARTICULARS OF EMPLOYEES
As none of the employees of the Company was in receipt of remuneration in excess of the
limits prescribed, the requisite information as per Section 197 of the Companies Act,
2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 being inapplicable is not required to be given.
CORPORATE GOVERNANCE
As our company has been listed in SME platform of BSE, therefore, by virtue of
Regulation 15 of the SEBI Listing Regulations, the compliance with the corporate
governance requirements as specified in Regulation 17 to 27 and clause (b) to (i) of sub
regulation (2) of Regulation 46 and para C, D and E of Schedule V of SEBI listing
Regulations, are not applicable to the Company. Accordingly, the corporate governance
report does not form part of this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION
AND REDRESSAL1 ACT. 2013:
As the Company does not have prescribed number of workers at its work place, it was not
required to constitute Internal Complaints Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year under
review.
GENERAL
Dining the year under review:
• The Company was not required to transfer any amount of profits to General
Reserves.
• The Company has not issued any equity shares with differential rights as to
dividend, voting or
otherwise.
• The Company has not issued any shares (including sweat equity shares) to
employees of the Company under any scheme.
• There was no revision in the financial statements.
• There is no proceeding initiated/ pending against the Company under the
Insolvency and Bankruptcy
Code, 2016.
• There was no instance of one-lime settlement with any Bank or Financial
Institution. ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record, their sincere thanks to the
members, various departments of the Central and the State Govenunent(s) and Business
associates for their continued support.
|
For and on behalf of the Board |
|
|
(Vishnu Dutt Khandelwal) |
(Sandeep Khandelwal) |
| Place : Kanpur |
DIN:00383507 |
DIN 00379182 |
| Date : August 23, 2024 |
Director |
Managing Director |
|