Raconteur Global Resources Ltd
Directors Reports
The Members of
Ganesh Films India Limited
th
Your Directors have pleasure in presenting the 5 Director's Report of your
Company together with the Audited Financial Statements along with
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Auditors' Report for the Financial Year ended 31 March, 2023.
1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS
(a) Financial Highlights and Operational Overview
(Amount in Rupees)
|
Current year |
Previous Year |
Particulars |
|
|
|
(2022-23) |
(2021-22) |
| Total Income |
7,29,800.90 |
14,22,164.99 |
| Total Expenses |
(2,21,87,693.63) |
(96,51,006.92) |
Profit/ (Loss) Before Exceptional Item |
(2,14,57,892.73) |
(82,28,841.93) |
Exceptional Item |
- |
(14,71,561) |
| Profit Before Tax |
(2,14,57,892.73) |
(67,57,280.93) |
| Tax Expenses |
|
|
| Current Tax |
Nil |
Nil |
| Deferred Tax |
Nil |
Nil |
Profit/(Loss) after Tax |
(2,14,57,892.73) |
(67,57,280.93) |
| Net Profit Transferred to General Reserves |
Nil |
Nil |
Earnings per share (Rs.) |
|
|
| Basic |
(7.13) |
(2.25) |
| Diluted |
(7.13) |
(2.25) |
During the year, your Company recorded Total Income of ` 7,29,800.90/- (previous year `
14,22,164.99/-). The Company continues to operate only in one segment i.e, Distribution of
South Indian language films including Malayam language and there is no change in the
nature of the business of the Company. After all the financial adjustments, the company
has suffered a net loss after tax
of ` 2,14,57,892.73/-.
In accordance with Section 136 of the Companies Act, 2013, the audited financial
statements are available on the website of the company i.e, www.ganeshfilms.com. These
documents are available for inspection during working hours at the registered office of
your Company. Any member interested in obtaining such document may write to the Company
Secretary and the same shall be furnished on request.
(b) Capital Structure
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The Authorized Share Capital as at 31 March, 2023 stood at ` 3,50,00,000/- (Rupees
Three Crore Fifty Lacs only) divided into 35,00,000 (Thirty Five Lacs ) equity shares of
Rs. 10 (Ten) each and the paid up Equity Share Capital as at March 31, 2023 stood at
` 3,00,76,840 /- (Rupees Three Crore Seventy Six Thousand Eight Hundred Forty Only)
divided into 30,07,684 (Thirty Lacs Seven Thousand Six Hundred Eighty Four) equity shares
of Rs. 10 (Ten) each. During the year under review, no changes were reported.
(c) Transfer to Reserves in Terms of Section 134 (3) (J) of the Companies Act, 2013
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For the Financial Year ended 31 March, 2023, the Company has
not proposed to carry any amount to the General Reserve Account.
(d) Dividend
In view of the planned business growth, your directors deem it
proper to preserve the resources of the Company for its activities
and therefore, do not propose any dividend for the Financial Year
st
ended 31 March, 2023.
(e) Loans
The Company has not taken unsecured loans from its director(s) in
the Financial Year 2022-23.
(f) Material Changes and Commitments
During the year under review, Chartered Finance Management Limited ("Merchant
Bankers") have on behalf of Mr. Rajiv Vashisht, Mr. Gaurav Kumar and Annaya
Management Consultancy Private Limited ("Acquirers") have made on open offer to
acquire the equity
shares of the Company. In this regard acquirers have entered into
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the share purchase agreement on 27 April, 2022 with the current promoter and members of
promoter group viz. Natrajan Ganapathy, Nambiranjan G Yadav, Jayalakshmi Nambirajan Yadav
and Indira Natrajan Yadav to acquire their shareholding i.e., 60.84% equity shares of the
Company.
2. PUBLIC DEPOSITS
During the year under review, your Company did not accept any deposits from the public
in terms of the provisions of Chapter V of the Companies Act, 2013.
3. CHANGE IN THE NATURE OF THE BUSINESS
During the year, there is no change in the nature of the business of
the Company and after the closure of financial year the Company is
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conducting Postal Ballot through E-Voting from 8 August 2023 to
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6 September 2023 to alter its Objects Clause of Memorandum of the Company and change
its name to Raconteur Global Resources Limited.
4. REGULATORY STATEMENT
In conformity with the provision of regulation 34 of SEBI (LODR), Regulations, 2015,
the required disclosures for the year ended March 31, 2023 are annexed hereto.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. CHANGES IN BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL
CHANGES IN BOARD OF DIRECTORS
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l During the Financial Year ended 31 March, 2023, the following changes were made
in the Board of Directors of the Company:
The following directors were appointed as an
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Additional Director on 05 September, 2022 and were regularized in the last Annual
General
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Meeting of the Company held on 30 September, 2022
a Mr. Rajiv Vashist (DIN: 02985977) was appointed as Managing Director,
a Mr. Gaurav Kumar (DIN: 06717452) was appointed as Director,
a Ms. Sahara Sharma (DIN: 07682859) was appointed as Non-Executive Director,
a Mr. Krishna Kumar Kulshrestha (DIN:09719927) as Independent Director
a Mr. Deepak Sinha (DIN: 09726154) as Independent Director
a Mr. Ravikumar Ramaswamy (DIN: 09726928) as Independent Director
l Ms. Jayalakshmi Nambirajan Yadav (DIN:08104125), Ms. Sahana Rajagopal
(DIN:08104126), Mr. Bhavesh Nareshbhai Sonesara (DIN:09104502) and Mr. Sunny Kumar
Jitendrabhai Narwani (DIN:09107162), directors
of the Company have resigned from the post of
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directorship of the Company w.e.f 05 September,
2022
l Mr. Nambirajan Yadav (DIN:06533729) resigned from the post of Managing Director of
the
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company w.e.f, 19 Janauray, 2023
l After the closure of financial year and as on date of this report, followings were
made in the Board of
Director of the Company
a Mr. Krishna Kumar Kulshrestha (DIN: 09719927) resigned from the post of Independent
Director of
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the Company w.e.f 1 August 2023.]
a Mr. Deepak Sinha (DIN: 09726154) resigned from the post of Independent Director of
the Company
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w.e.f. 11 August 2023.
a Mr. Sunil Bansal (DIN: 06523066) and Mr. Tushar Bansal (DIN: 08192636) were appointed
as
Additional and Non-Executive Non-Independent
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Directors of the Company w.e.f. 9 August 2023. Further, The Board recommends their
appointment in the ensuing Annual General Meeting.
a Mr. Iqbal Singh (DIN: 02776893) was appointed as Additional and Non-Executive Non-
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Independent Director of the Company w.e.f. 17 April, 2023. Further, The Board
recommends his appointment in the ensuing Annual General Meeting.
a Mr. Rajan Singla (DIN: 09188786) and Ms. Bhawna Malhan (DIN: 10275579) were appointed
as Additional and Non-Executive Independent Directors of the Company w.e.f 31st August,
2023. Further, The Board recommends their appointment in the ensuing Annual General
Meeting.
B. CHANGES IN KEY MANAGERIAL PERSONNEL
The following changes were made in the Key Managerial
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Personnel of the Company during the Financial Year ended 31
March, 2023;
l Ms. Drashti Laxmikant Solanki (Mem.no.:42697), Company Secretary of the Company has
tendered her resignation from the post of Company Secretary and Key
Managerial Personnel of the Company w.e.f close of
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working hours of 14 June, 2022.
l Mr. Ankit Agarwal (Mem. No.40650) was appointed as
Company Secretary and Compliance Officer of the
th
Company with effect from 11 July, 2022 and subsequently
he has resigned from the position of Company Secretary
and Compliance Officer of the Company with effect from
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30 August, 2022. l Ms. Harleen Kaur (Mem.No.50513) was appointed as
Company Secretary and Compliance Officer and KMP of
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the Company w.e.f. 14 November, 2022.
l Mr. Rupesh Kamble, Chief Financial Officer of the
Company has tendered his resignation from the post of the
Chief Financial Officer and Key Managerial Personnel of
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the Company w.e.f. 14 November, 2022 and Mr. Rajesh
Singh Sharma was appointed as Chief Financial Officer
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and Key Managerial Personnel of the Company w.e.f 15
November, 2022.
l Mr. Rajesh Singh Sharma has tendered his resignation
from the post of Chief Financial Officer and Key
Managerial Personnel of the company w.e.f close of
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business hours of 1 March, 2023 and Mr. Ravi Sharma
was appointed as Chief Financial Officer and Key
nd
Managerial Personnel of the Company w.e.f 02 March,
2023.
C. RETIREMENT BY ROTATION
Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of
the Company , Mr. Rajiv Vashisht (DIN: 02985977) is liable to retire by rotation at the
ensuing Annual General Meeting and being eligible offers himself for reappointment.
D. MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the Company met one time during the
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year on 31 March, 2023 where all the independent directors were present under the
requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
E. DECLARATION OF INDEPENDENCE BY THE INDEPENDENT
DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT
The Company has received necessary declarations from each Independent Director of the
Company confirming that they met with the criteria of independence as laid out in
sub-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.
The Independent Directors have complied with the Code for
Independent Directors prescribed in Schedule IV to the Act.
F. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS
A policy on familiarization program for independent directors has also been adopted by
the Company. All new Independent Directors inducted to the Board are presented with an
overview of the Company's business operations, products, organization structures and about
the Board Constitutions and its procedures.
Framework for Familiarization Programme for the Independent Directors and the details
of Familiarization Programme imparted to Independent Directors are made available on the
website of the C o m p a n y a t h t t p s : / / g a n e s h f i l m s . c o m / w p
-content/uploads/2023/02/Policy-on-Familiarization-Programmes.pdf
G. KEY MANAGERIAL PERSONNEL OF THE COMPANY
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company as on the date of this report are Mr. Rajiv Vashisht (DIN: 02985977), Managing
Director, , Ms. Harleen Kaur (Mem No.50513) Company Secretary and Mr. Ravi Sharma (PAN:
BLDPS4509R), Chief Financial Officer
H. ATTRIBUTES, QUALIFICATIONS AND APPOINTMENT OF
DIRECTORS
The Nomination and Remuneration Committee has adopted the attributes and qualifications
as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, in respect of Independent Directors. The
Committee has also adopted the same attributes and qualifications, to the extent
applicable, in respect of Non-Independent Directors.
All the Non-Executive Directors of the Company fulfil the fit and proper criteria for
appointment as Directors. Further, all Directors of the Company, Independent Directors,
are liable to retire by rotation. One-third of the Directors who are liable to retire by
rotation, retire every year and are eligible for re-election.
I. REMUNERATION POLICY
The Board, on the recommendation of the Nomination and Remuneration Committee, approved
the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of
the Company, a copy of which is enclosed as ANNEXURE-I to this Report.
J. BOARD EVALUATION
The Board carried out formal annual evaluation of its own performance and that of the
individual Directors as also functioning of the Board Committees pursuant to the
provisions of Companies Act, 2013, SEBI ((Listing Obligations and Disclosures
Requirements) Regulations, 2015) and the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017, as required in terms of Section
134 (3) (p) of the Act. The performance evaluation of the Board, its committees and
individual Directors was based on criteria approved by the Nomination and Remuneration
Committee. The Directors expressed their satisfaction with the overall evaluation process.
In the separate meeting of Independent directors, performance of non-independent
directors, the Chairman of the Company and the board as a whole was evaluated, taking into
account the views of executive directors and non-executive directors.
6. NUMBER OF BOARD MEETINGS
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During the year ended 31 March, 2023, the Board met 9 (Nine) times. The Intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013
(the"Act"). Required quorum was present throughout each meeting as per the
requirement of the said Act, the dates of Board Meetings are as th th st th follows: 28
April, 2022, 30 May, 2022, 1 July, 2022, 5
th th nd September, 2022, 14 November, 2022, 19 January, 2023 2
th st March, 2023, 20 March, 2023, 31 March, 2023.
7. BOARD COMMITTEES AND MEETINGS
Presently, the Company has 3 (Three) Board Committees with the
following members:
Audit Committee |
Mr. Rajan Singla |
Chairman |
|
Mr. Ramaswamy Ravikumar |
Member |
|
Ms. Bhawna Malhan |
Member |
| Nomination and Remuneration |
Mr. Ramaswamy Ravikumar |
Chairman |
| Committee |
Mr. Rajan Singla |
Member |
|
Ms. Bhawna Malhan |
Member |
| Stakeholders Relationship |
Ms. Bhawna Malhan |
Chairman |
| Committee |
Mr. Ramaswamy Ravikumar |
Member |
|
Mr. Rajan Singla |
Member |
THE DETAILS OF THE AUDIT COMMITTEE MEETING HELD DURING THE YEAR ARE AS FOLLOWS:
During the year ended 31st March, 2023, 4 (Four) meetings of the
th th th
Committee were held on 28 April, 2022 30 May, 2022, 5
th
September, 2022 and 14 November, 2022
THE DETAILS OF THE NOMINATION AND REMUNERATION COMMITTEE MEETING HELD DURING THE YEAR
ARE AS FOLLOWS:
st
During the year ended 31 March, 2023, 4 (Four) meetings of the
Nomination and Remuneration Committee were held which are as
th th th
follows: 05 September, 2022, 14 November, 2022, 19 January,
nd
2023 and 2 March, 2023
THE DETAILS OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING HELD DURING THE YEAR ARE
AS FOLLOWS:
st
During the year ended 31 March, 2023, 4 (Four) meetings of
Stakeholder's Relationship Committee were held which are as
th th th th
follows: 18 April, 2022, 13 July, 2022, 11 October, 2022 and 10
January, 2023.
DETAILS OF BOARD MEETINGS HELD DURING THE FY 2022-23
S. No. |
Date of Meeting |
Type of Meeting |
Total Number of directors associated as on the date of meeting |
Number of directors attended |
% of attendance |
| 1 |
28-April-2022 |
BM |
5 |
5 |
100 |
| 2 |
30-May-2022 |
BM |
5 |
5 |
100 |
| 3 |
1-Jul-2022 |
BM |
5 |
5 |
100 |
| 4 |
5-Sep-2022 |
BM |
7 |
7 |
100 |
| 5 |
14-Nov-2022 |
BM |
7 |
7 |
100 |
| 6 |
19-Jan-2023 |
BM |
6 |
6 |
100 |
| 7 |
2-Mar-2023 |
BM |
6 |
6 |
100 |
| 8 |
20-Mar-2023 |
BM |
6 |
6 |
100 |
| 9 |
31-Mar-2023 |
BM |
6 |
6 |
100 |
DETAILS OF COMMITTEE MEETINGS HELD DURING THE FY 2022-23
S. No. |
Date of Meeting |
Type of Meeting |
Total Number of Members entitled to attend Committee meeting |
Number of directors Attended |
% of attendance |
| 1 |
28-April-2022 |
AC |
3 |
3 |
100 |
| 2 |
30-May-2022 |
AC |
3 |
3 |
100 |
| 3 |
5-Sep-2022 |
AC |
3 |
3 |
100 |
| 4 |
14-Nov-2022 |
AC |
3 |
3 |
100 |
| 5 |
5-Sep-2022 |
NRC |
3 |
3 |
100 |
| 6 |
14-Nov-2022 |
NRC |
3 |
3 |
100 |
| 7 |
19-Jan-2023 |
NRC |
3 |
3 |
100 |
| 8 |
2-Mar-2023 |
NRC |
3 |
3 |
100 |
| 9 |
18-April-2022 |
SRC |
3 |
3 |
100 |
| 10 |
14-July-2022 |
SRC |
3 |
3 |
100 |
| 11 |
12-Oct-2022 |
SRC |
3 |
3 |
100 |
| 12 |
11-Jan-2023 |
SRC |
3 |
3 |
100 |
8. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Act, your Board of Directors
to the best of their knowledge and ability confirm that: -
i) in the preparation of the Annual Accounts, the applicable Accounting Standards had
been followed with proper explanation relating to material departures, if any;
ii) they have selected such accounting policies and applied them consistently and made
judgments 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
and loss of the Company for that period; iii) they have taken proper and sufficient care
for the maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding the assets of your Company and for preventing and detecting fraud
and other irregularities;
iv) they have prepared the Annual Accounts on a going
concern basis;
v) they have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and were operating effectively;
vi) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
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As at 31 March, 2023 the Company does not have any subsidiary,
associate or joint venture. Hence, Form AOC-1 Is Not Applicable
10. LISTING INFORMATION
The Equity Shares of the Company are presently listed on SME
Platform of BSE Limited and listing fee for the financial year 2023-
24 has been duly paid.
11. DEMATERIALIZATION OF SHARES
The securities of the Company are admitted with NSDL and CDSL,
the ISIN allotted to the Company is INE00WY01013
12. DETAILS OF INVESTOR'S GRIEVANCES/ COMPLAINTS
7 (Seven) Investor complaints were received and resolved during
the year. The pending Complaints of the Shareholders/ Investors'
registered with SEBI at the end of the current financial year ended
st
on 31 March, 2023 are NIL.
There were no pending requests for share
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transfer/dematerialization of shares as of 31 March, 2023.
13. REPORT ON CORPORATE GOVERNANCE
In Terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
exempts companies which have listed their specified securities on SME Exchange from
compliance with corporate governance provisions.
Since the equity share capital of your Company is listed exclusively on the SME
Platform of BSE, the Company is exempted from compliance with Corporate Governance
requirements, and accordingly the reporting requirements, and accordingly the reporting
requirements like Corporate Governance Report, Business Responsibility Report etc. are not
applicable to the Company. However, the Company is in compliance to the extent of
applicable sections of Companies Act 2013 with regard to Corporate Governance.
14. CORPORATE SOCIAL RESPONSIBILITY
As the Company's Net Worth, Turnover or Net Profit is below the limit prescribed under
Section 135 of the Companies Act, 2013 and hence CSR is not applicable to your Company.
15. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES
The Company provides a gender friendly workplace, during the year under review, there
were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
The company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
Disclosure on remuneration pursuant to Section 197 of the Companies Act, 2013 read with
Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014
There are no employees drawing remuneration in excess of the limits set out in the said
Rules during the financial year. Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as
follows:
l The Ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year 2022-23:
S. No. |
Name |
Designation |
Ratio |
1 |
Mr. Nambirajan Yadav |
Chairman and Managing Director |
NA |
| 2 |
Mrs. Jayalakshmi Nambirajan Yadav |
Director |
NA |
| 3 |
Ms. Sahana Rajagopal |
Director |
NA |
4 |
Mr.Sunnykumar J Narwani |
Independent Director |
NA |
| 5 |
Mr. Bhavesh N Sonesara |
Independent Director |
NA |
| 6 |
Mr. Rajiv Vashist |
Managing Director |
NA |
| 7 |
Mr. Gaurav Kumar |
Director |
NA |
| 8 |
Ms. Sahara Sharma |
Director |
NA |
| 9 |
Mr. Krishna Kumar Kulshrestha |
Independent Director |
NA |
| 10 |
Mr. Deepak Sinha |
Independent Director |
NA |
11 |
Mr. Ravikumar Ramaswamy |
Indpendent Director |
NA |
l Percentage increase in remuneration of each director, Chief Financial Officer, Chief
Executive Director & Company Secretary or Manager in the financial year 2022-23:
S. No. |
Name |
Designation |
% Increase |
1 |
Mr. Nambirajan Yadav |
Chairman and Managing Director |
NIL |
| 2 |
Mrs. Jayalakshmi Nambirajan Yadav |
Director |
NIL |
| 3 |
Ms. Sahana Rajagopal |
Director |
NIL |
| 4 |
Mr. Sunnykumar J Narwani |
Independent Director |
NIL |
| 5 |
Mr. Bhavesh N Sonesara |
Independent Director |
NIL |
| 6 |
Mr. Rajiv Vashist |
Managing Director |
NIL |
| 7 |
Mr. Gaurav Kumar |
Director |
NIL |
| 8 |
Ms. Sahara Sharma |
Director |
NIL |
| 9 |
Mr. Krishna Kumar Kulshrestha |
Independent Director |
NIL |
| 10 |
Mr. Deepak Sinha |
Independent Director |
NIL |
| 11 |
Mr. Ravikumar Ramaswamy |
Independent Director |
NIL |
| 12 |
Ms Drashti Laxmikant Solanki |
Company Secretary |
NIL |
| 13 |
Mr. Rupesh Prakash Kamble |
Chief Financial Officer |
NIL |
| 14 |
Mr. Ankit Agarwal |
Company Secretary |
NIL |
| 15 |
Ms Harleen Kaur |
Company Secretary |
NIL |
| 16 |
Mr. Rajesh Singh Sharma |
Chief Financial Officer |
NIL |
| 17 |
Mr Ravi Sharma |
Chief Financial Officer |
NIL |
l Percentage increase in Median remuneration of employees in financial year 2022-23:
There was no increase in Median remuneration of employees in financial year 2022-23
l Number of permanent employees on rolls of the Company
st
as on 31 March, 2023: 2 (Two)
l 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:
Average remuneration increase for Non-Managerial Personnel of the Company during the
financial year was NIL.
The Company affirms that the remuneration is as per the Remuneration Policy of the
Company.
16. MAINTENANCE OF COST RECORDS AS SPECIFIED UNDER
SECTION 148 OF THE COMPANIES ACT, 2013
The provisions of maintenance of cost records as specified under sub-Section (1) of
Section 148 of the Companies Act, 2013 is not applicable to the company and accordingly
accounts and records are not maintained as per the provisions of this Section.
17. RISK MANAGEMENT
The Board has approved the Risk Management Policy of the Company. The Company's risk
management framework is designed to address risks intrinsic to operations, financials and
compliances arising out of the overall strategy of the Company. The Company manages
monitors and reports on the principal risks and uncertainties that can impact its ability
to achieve its objectives. The responsibility for management of risks vests with the
Managers/ officers responsible for the day-to-day conduct of the affairs of the Company
which lead to identification of areas where risk management processes need to be
strengthened. Annual update is provided to the Board on the effectiveness of the Company's
risk management systems and policies.
18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND
Since, there was no unpaid/unclaimed dividend declared and paid last year, the
provision of section 125 of the companies act, 2013 do not apply.
19. CLASS OF SHARES
As on date, the company has only class of share capital i.e. Equity shares of INR 10/-
each
20. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT
The Company has adequate internal financial controls with respect to the financial
statements, commensurate with the size and scale of the operations of the Company. During
the year such controls were tested and no reportable material weakness in operation has
been observed. Internal audit of the Company has been carried out during the year. The
Audit Committee reviews the internal audit findings, provides guidance on internal
controls and ensures that the internal audit recommendations are implemented.
21. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS
The Particulars of loans, guarantee and investments under Section 186 of the Act have
been disclosed in the Financial Statements and forms part of the Notes to the Standalone
Financial Statements and Notes to the Standalone Financial Statements provided in this
Annual Report.
22. RELATED PARTY TRANSACTIONS
st
During the year ended 31 March, 2023, the Company has entered into any Related Party
Transactions. The details of the same are in Form AOC-2 enclosed and marked herewith as ANNEXURE-II
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board is available on the website of the Company at
https://ganeshfilms.com/wp-content/uploads/2023/02/Policy-on-Related-Party-Transaction.pdf
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/ COURTS / TRIBUNALS
During the year under review, no significant and material orders were passed by any
Regulators/ Courts/ Tribunals impacting the going concern status and your Company's
operations in future.
24. SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES
The Amount of Rs 8.89 lacs were pending towards Micro, Small
st
and Medium Enterprises as on 31 March, 2023.
25. STATUTORY AUDITORS AND AUDIT REPORT
M/s JMR & Associates LLP, Chartered Accountants, Mumbai (Firm Registration No.
106912W/W100300) an Auditors firm was appointed as Statutory Auditors of the Company, for
a term of five
th
consecutive years, at the Annual General Meeting held on 30 September, 2019. They have
confirmed that they are not disqualified from continuing as Auditors of the Company. As
required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Auditors have also confirmed that they hold a valid certificate issued by the peer
review Board of the Institute of Chartered Accountants of India (ICAI). The Notes on
Financial Statement referred to in the
Auditor's Report are self- explanatory and do not call for any further comments, the
Auditors Report contain qualifications, reservations or adverse remarks which are
self-explanatory in nature.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is enclosed herewith and marked as ANNEXURE-III
forming a part of the Annual Report.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
CONSERVATION OF ENERGY:
I. Steps taken on conservation of energy and impact thereof: Efforts to conserve
electricity by operating only necessary lights, fittings and fixtures were made during the
financial year 2022-23.
Steps taken by the company for utilizing alternate sources of energy: Nil
Capital investment on energy conservation equipment: Nil
II. TECHNOLOGY ABSORPTION:
Efforts, in brief, made towards technology absorption and benefits derived as a result
of the above efforts, e.g. product improvement, cost reduction, product development,
import substitution, etc: NIL
No technology was/were imported during the last 3 years reckoned from the beginning of
the financial year.
Expenditure incurred on research and development Nil
III. FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings or outflow during the financial year.
28. HEALTH, SAFETY AND ENVIRONMENT:
Safety and occupational health responsibilities are integral to your company's business
process. Safety is a key performance indicator and your company is committed to ensuring
zero 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, your company
is also focusing on environment protection policy.
29. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act, 2013, the Company has appointed M/s Rakhi
Dasgupta & Associates, Practising Company Secretaries (Membership No.28739) as the
Secretarial Auditor of the Company for the Financial Year 2022-2023. The Secretarial Audit
Report given by Ms Rakhi Dasgupta, Practicing Company Secretary of M/s. Rakhi Dasgupta
& Associates is provided under ANNEXURE-IV to this Report.
The comments made by the Secretarial Auditor are self explanatory and do not require
and further comments. The Secretarial Audit Report contain followings qualification,
reservation or adverse remark:
1. The fair value of the property sold is not obtained by the management of the
Company.
2. The Company has not maintained adequate internal financial controls over financial
reporting and such internal financial controls over financial reporting were not operating
effectively as of March 31, 2023.
3. Company has submitted various E forms with MCA along with the late filing fees.
4. During the year under review there was change in the management of the Company
pursuant to the Acquisition of Equity Shares through Open Offer as prescribed under SEBI
(substantial acquisition of shares and Takeovers) Regulations, 2011
30. COMPLIANCE WITH SECRETARIAL STANDARD
The Board of directors states that the company has complied with the provisions of the
applicable Secretarial standards issued by the Institute of Company Secretaries of India,
as amended from time to time.
31. EXTRACTS OF ANNUAL RETURN
The Annual Return of the Company for the financial year ended 31st March, 2022 is
available on the website of the Company which can be accessed at
https://ganeshfilms.com/investor-relations/
32. ESTABLISHMENT OF VIGIL MECHANISM
The Vigil Mechanism Policy of the Company is formulated in terms of Section 177 (9) of
the Companies Act, 2013 read with the provisions of the Listing Agreement with the Stock
Exchange(s) and thereby also incorporates Whistle Blower Policy. That as per the said
policy protected disclosures can be made by the Whistle Blower to the dedicated e-mail /
telephone line/ letter to Chairman of Audit Committee.
The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is
available on the website of the Company a t w e b l i n k : h t t p s : / / g a n e s h f
i l m s . c o m / w p
-content/uploads/2023/02/Policy-on-Vigil-Mechanism-Whistle-Blower.pdf
33. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate in securities by the Directors and designated employees of the Company. The
Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase
or sale of Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the
code.
34. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the Company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings/ behaviours of any form and the Board has laid down the
directives to counter such acts. The code laid down by the Board is known as "code of
business conduct" which forms an Appendix to the Code. A declaration signed by the
Company's Managing Director for the Compliance of these requirements is furnished in ANNEXURE-V
forming part of the Annual Report.
35. MANAGING DIRECTOR & CFO CERTIFICATION
The Managing Director and/or CFO of the company are required to give an Annual
Certificate on compliance with Financial Reporting and internal controls to the board in
terms of Regulation 17(8) of SEBI (LODR) Regulations, 2015 and Certificate On Financial
Results while placing the Annual financial results before the board in terms of Regulation
33 of SEBI (LODR) Regulations, 2015 of and same is published in this report as ANNEXURE-VI.
36. INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial
relationship with employees at all level.
37. FRAUD REPORTED UNDER SECTION 143 OF THE
COMPANIES ACT, 2013
No frauds were reported under Section 143 of the Companies Act,
2013 during the financial year 2022-23.
38. GENERAL DISCLOSURES:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under
review:-
a) Issue of equity shares and differential rights as to dividend,
voting or otherwise.
b) Issue of Shares (including sweat equity shares) to
employees of the Company under any scheme.
c) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
39. CORPORATE INSOLVENCY RESOLUTION PROCESS
INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):
No CIRP process is initiated against the company under IBC 2016.
40. ACKNOWLEDGEMENT
Your directors would like to express their sincere appreciation for the assistance and
corporation received from the financial institutions, banks, Government authorities,
customers, vendors and members during the year under review. Your directors also wish to
place on record their deep sense of appreciation for the committed services by the
Company's executives, staff and workers.
For and on behalf of Board of Directors
For Ganesh Films India Limited
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Sd/- |
Sd/- |
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Rajiv Vashisht |
Gaurav Kumar |
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Managing Director |
Director |
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DIN:02985977 |
DIN: 06717452 |
Date: 31st August, 2023 |
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Place: Zirakpur |
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Ganesh Films India Limited |
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Regd. Off.: 503,Floor-5,Plot-461d, |
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A Wing Parshvanath Gardens, |
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Bhaudaji Rd,Kings Circle,Matunga Mumbai City-400019 |
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CIN: L74994MH2018PLC307613 |
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Email ID: ganeshfilm.compliance@gmail.com |
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