Your Directors have pleasure in presenting their 13th Annual Report on the
business and operations of the Company together with the Audited Accounts of the Company
for the financial year ended March 31, 2023.
FINANCIAL SUMMARY
Summary of the Company's financial performance for F.Y. 2022-23 as compared to the
previous financial year is given below:
|
Amount in Rs. |
Amount in Rs. |
Particulars |
31.03.2023 |
31.03.2022 |
Net Sales /Income from Business Operations |
624545240 |
726442083 |
Other Income |
5648623 |
506434 |
Total Income |
630193863 |
726948517 |
Less Interest |
500 |
1362 |
Profit before Depreciation |
27142125 |
34989378 |
Less Depreciation |
5320 |
5320 |
Profit after depreciation and Interest |
27147445 |
34994698 |
Less Current Income Tax |
6755241 |
9735525 |
Less Previous year adjustment of Income Tax |
0 |
0 |
Less Deferred Tax |
0 |
0 |
Net Profit after Tax |
20386884 |
25259173 |
Earning per share (Basic) |
0.05 |
0.13 |
Earning per Share (Diluted) |
0.05 |
0.13 |
STATE OF COMPANY'S AFFAIR
The Company is engaged in the business of production, processing and marketing of
high-quality hybrid seeds for different crops like corn, sunflower, cotton, paddy, grain
sorghum, etc., and 100% of the total revenue of the Company is derived from these
activities.
DIVIDEND
In order to consolidate the Company's financial position, your directors consider it
prudent not to recommend dividend for the year under review.
DEPOSITS
The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. As such, no
amount on account of principal or interest on public deposits was outstanding as on the
date of the balance sheet.
AMOUNTS TO BE TRANSFERRED TO RESERVES
No amount is proposed to carry to any reserves by the board of directors.
SHARE CAPITAL
The authorized share capital of the Company is Rs. 40,00,00,000/- divided into
40,00,00,000 Equity Shares of Rs. 1/- each. The overall capital structure of the Company
pre and post issue of sub-divided and bonus shares are Rs. 39,86,24,000/- divided into
398624000 Equity shares of Rs. 1/- each.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
The Company does not have any subsidiary, associate companies & joint ventures.
CHANGES IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the
Company.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the company
have occurred between the end of financial year to which the financial statements relate
and the date of the Directors' Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS. COURTS OR TRIBUNALS IMPACTING GOING
CONCERN AND COMPANY'S OPERATIONS
To the best of our knowledge, the company has not received any such orders passed by
the regulators, courts or tribunals during the year, which may impact the going concern
status or company's operations in future.
INTERNAL CONTROL SYSTEMS
The Company has an adequate Internal Control System, commensurate with the size, scale
and complexity of its operations. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the Audit Committee of the Board &
to the Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies of the Company. Based on the report of internal audit, management
undertakes corrective action in their respective areas and thereby strengthens the
controls. Significant audit observations and corrective actions thereon are presented to
the Audit Committee of the Board.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence the said provision is not
applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1)
During the year under review, the Company has not entered into any contract or
arrangement falling under ambit of Section 188 of the Companies Act, 2013. Hence,
disclosure of particulars of contract or arrangement with related parties in Form AOC-2 is
not applicable to the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors consists of 7 members, out of which 5 are Independent Directors
including women Independent Director and 1 is Non-Executive and Non-Independent Directors.
The composition is in compliance with the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
As per the provisions of Section 152(6) of the Companies Act, 2013 MR. AMAN PRAVINKUMAR
PATEL (DIN: 08483544) shall retire by rotation at the ensuing Annual General Meeting and
being eligible, has offered himself for re-appointment as the Director of the Company.
During the year Ms. MANISHA PATEL MANEKLAL and Mr. PRAKASHBHAI DATANIYA had resigned
from the post of Directorship w.e.f. 25.07.2022 and 21.02.2023 accordingly.
Mr. HARSHADKUMAR RATHOD appointed as independent director and hold office up to the AGM
be and hereby appointed as independent director for period of 5 years.
Mr. KISHAN NITYANAND NAIDU appointed as CFO of the company as on 25.07.2022 upon
resignation of Mr. VARUN PRAVINCHANDRA AGHARA as CFO.
As per the provisions of Section 203 of the Companies Act, 2013, Mr. AMAN PRAVINKUMAR
PATEL whole time director, Mr. KISHAN NITYANAND NAIDU Chief Financial Officer and MS.
NAMITA ACHARYA, Company Secretary is the key managerial personnel of the Company.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING
CONCERN AND COMPANY'S OPERATIONS:
To the best of our knowledge, the company has not received any such orders passed by
the regulators, courts or tribunals during the year, which may impact the going concern
status or company's operations in future.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS
During the year, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing
Regulations and in line with our corporate governance guidelines, peer evaluation of all
Board members, annual performance evaluation of its own performance, as well as the
evaluation of the working of Board's Committees was undertaken. This evaluation is led by
the Chairman of the Nomination and Remuneration Committee with specific focus on the
performance and effective functioning of the Board and its Committees. The evaluation <
process also considers the time spent by each of the Board members, core competencies,
personal characteristics, accomplishment of specific responsibilities and expertise.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee Members on the basis of the criteria such as the composition of Committees,
effectiveness of Committee meetings, etc.
CODE OF CONDUCT
The Directors and members of Senior Management have affirmed compliance with the Code
of Conduct for Directors and Senior Management of the Company. A declaration to this
effect has been signed by Managing Directors and forms part of the Annual Report.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the Financial Year
2022-23 forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
The details of the Committees along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report.
VIGIL MECHANISM
The Company has adopted a vigil mechanism named Whistle Blower Policy for directors and
employees to report genuine concerns which shall provide adequate safeguards against
victimization of persons who use such mechanism. Under this policy, we encourage our
employees to report any reporting of fraudulent financial or other information to the
stakeholders, any conduct that results in violation of the Company's Code of Business
Conduct, to management (on an anonymous basis, if employees so desire).
Likewise, under this policy, we have prohibited discrimination, retaliation or
harassment of any kind against any employees who, based on the employee's reasonable
belief that such conduct or practice have occurred or are occurring, reports that
information or participates in the said investigation.
This meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and
Regulation 22 of the Listing Regulations.
No individual in the Company has been denied access to the Audit Committee or its
Chairman.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
The particulars of Managerial remuneration as stated in Section 134(3)(q) of the
Companies Act, 2013 read with rules 5(1) of the Companies (Appointment and Remuneration of
Managerial personnel) Rules, 2014, is annexed herewith and forms part of this Board's
Report.
None of the employees was engaged in the company, who were in receipt of remuneration
in excess of the limits as specified under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, throughout or part of the financial
year under review.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the
Annual Return as on 31st March 2023 is available on the website of the Company at
www.shreeganeshbiotech.club.
AUDITORS AND AUDITORS' REPORT:
M/s. Bipin & Co., Chartered Accountants, Vadodara (FRN 101509W), Statutory Auditors
of the Company to hold office from the conclusion this AGM until the conclusion of the
next AGM.
The observations made by the Auditors' in their Auditors' Report and the Notes on
Accounts referred to in the Auditors' Report are self-explanatory and do not call for any
further comments.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed M/s. K. H. & Associates, Company Secretaries in practice to undertake the
Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form No
MR-3 is annexed herewith.
The Secretarial Audit Report is self-explanatory and, therefore, do not call for any
further comments. There is no qualification, reservation or adverse remark made by
Secretarial Auditor in his report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO
The details of conservation of energy, technology absorption etc. as required to be
given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The
Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not
carried out in the manufacturing activities.
The foreign exchange earning on account of the operation of the Company during the year
was Rs. Nil.
REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 Company has taken adequate steps to ensure that
all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are complied with, a separate
section titled Report on Corporate Governance together with a Certificate from the
Practicing Company Secretary forms part of this Report. A detailed Management Discussion
& Analysis forms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Companies Act, 2013 read together with
relevant Rules, the "Corporate Social Responsibility" (CSR) requirement is not
applicable to the Company.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed thereunder. During the financial year, no
complain had been received.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS
PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies
(Appointment & Remuneration) Rules, 2014 every Listed Company mandates to disclose in
the Board's Report the ratio of the remuneration of each director to the permanent
employee's remuneration. However, since there is no permanent employee in the Company, no
disclosure under the said provision has been furnished.
RISK MANAGEMENT POLICY
The Company has in place a Business Risk Management Framework. The risk management
framework commensurate with the size of the Company's operation and provides for, inter
alia, identification of elements of risk, pro-active approach for its minimization and
mitigation.
The Board has been regularly informed about risk assessment and minimization
procedures. The main objective of this policy is to ensure sustainable business growth
with stability.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation by way of notes to accounts relating to
material departures;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 or
loss of the Company for that period;
c) the Directors 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) Directors have prepared the accounts on a "going concern basis".
e) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
HUMAN RESOURCES & INDUSTRIAL RELATIONS
The Company has always provided a congenial atmosphere for work to all sections of
society. It has provided equal opportunities of employment to all irrespective to their
caste, religion, color, marital status and sex. The Company believes that human capital of
the Company is its most valuable assets and its human resource policies are aligned
towards this objective of the Company.
The relation amongst its employees remained harmonious and the year under review
remained free from any labor unrest.
GENERAL:
The Board of Directors state that no disclosure or reporting is required in respect of
the following matters as there were no transactions or applicability pertaining to these
matters during the year under review:
i) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of
the Company.
ii) Payment of remuneration or commission from any of its subsidiary companies to the
Managing Director/ Whole Time Director of the Company.
iii) Voting rights which are not directly exercised by the employees in respect of
shares for the subscription/ purchase of which loan was given by the Company (as there is
no scheme pursuant to which such persons can beneficially hold shares as envisaged under
section 67(3)(c) of the Companies Act, 2013).
iv) Details of any application filed for corporate insolvency under Corporate
Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.
v) One time settlement of loan obtained from the banks or financial institutions.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to thank the Regulatory and Government
Authorities, Bankers, Business Associates, Shareholders and the Customers of the Company
for their continued support to the Company. The Directors express their deep sense of
appreciation towards all the employees and staff of the Company and wish the management
all the best for achieving greater heights in the future.
For and on Behalf of the Board For, SHREE GANESH BIO-TECH (INDIA) LIMITED
Place: Kolkata |
|
|
Date: 14.08.2023 |
|
|
|
KISHAN NAIDU |
AMAN PATEL |
|
Director |
Wholetime Director |
|
DIN:08662664 |
DIN: 08483544 |
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3)(q) OF THE COMPANIES ACT, 2013 READ
WITH RULES 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNELS)
RULES, 2014
Particulars of Managerial remuneration as stated in section 197 of the Companies Act,
2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial
personnel) Rules, 2014
I. Ratio of Remuneration of each director to the median remuneration of the employees
of the company for the financial year
No remuneration has been paid to any of the Directors of the Company during the year
under review, and that remuneration is paid only to the Company Secretary of the Company
during the financial year. Accordingly, ratio is not ascertainable.
II. The percentage increase in the remuneration of each Director, Chief Financial
Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial
year.
The Company has employed only Company Secretary during the financial year under review.
However, there is no increase in his remuneration during the year under review.
III. The percentage increase in the median remuneration of the employees in the
financial year
There is no increase in remuneration of any of the employees of the Company during the
year under review.
IV. The number of permanent employees on the rolls of the company
As on March 31, 2023, the Company have Eight (8) employees on the roll of the Company.
V. The explanation on the relationship between average increase in remuneration and
company performance
Not applicable - No remuneration has been paid to any of the Directors of the Company
during the year under review and that there has been no increase in remuneration of any of
the employees.
VI. Comparison of the remuneration of the Key Managerial Personnel against the
performance of the company
The Company has only one Key Managerial Personnel (KMP), i.e. Company Secretary. During
the year under review, the remuneration paid to her is Rs.1,44,000/-
VII. Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof.
The Company has only one Key Managerial Personnel (KMP), i.e. Company Secretary, and no
other employees during the financial year. Further, there is no increase in the salary of
the Company Secretary. Therefore, the average percentile increase already made in the
salaries of employees other than the managerial personnel in the last financial year and
its comparison with the percentile increase in the managerial remuneration is not
ascertainable.
VIII. The key parameters for any variable component of remuneration availed by the
directors.
No remuneration is paid to any of the Directors of the Company during the year under
review.
IX. The ratio of the remuneration of the highest paid director to that of the employees
who are not directors but receive remuneration in excess of the highest paid director
during the year.
No remuneration is paid to any of the Directors of the Company during the year under
review. Hence, the same is not ascertainable.
X. Affirmation that the remuneration is as per the remuneration policy of the company.
At present, no remuneration has been paid to any of the Directors of the Company during
the year under review. However, the Board of Directors hereby affirms that the
remuneration, if any paid in future, to any of the directors, KMPs shall be in accordance
with the Nomination and Remuneration Policy of the Company.
|
For and on Behalf of the Board |
|
For, SHREE GANESH BIO-TECH (INDIA) LIMITED |
Place: Kolkata |
|
Date: 14.08.2023 |
|
|
AMAN PATEL |
|
Wholetime Director |
|
DIN: 08483544 |
|