To
The Members of Ganesha Ecoverse Limited
Your Directors have pleasure in presenting the Twentieth Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31, 2023.
FINANCIAL RESULTS
The summarized financial results of the Company for the year ended March 31, 2023 as compared to the preceding year are as under:
FINANCIAL AND OPERATIONAL PERFORMANCE
Your Company achieved a total income of 23.02 lakh during financial year 2022-23 as against 2310.49 lakh during financial year 2021-22, During the year under review, the Company has incurred a loss of 233.59 Lakh. The loss was occurred mainly on account of downfall in market price of shares held as inventory, as the Company was engaged in the business of trading of shares, during the year under review.
Further, barring unforeseen circumstances, your Directors expect your Company to achieve better results during the year.
CHANGE IN MANAGEMENT OF THE COMPANY.
Pursuant to Open Offer 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, for acquisition of control of the Company and pursuant to Share Purchase Agreement ("SPA") dated 06 January 2023, Mr. Vishnu Dutt Khandelwal and Mr. Sandeep Khandelwal have become New Promoters/ part of Promoter Group of the Company and the existing Promoter Group ceased to be the Promoters of the Company. Accordingly, with the change in the promoters of the Company, the control and management of the Company has been taken over by the New Promoters w.e.f. May 12, 2023.
CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY.
During the financial year 2022-23, there was no change in the nature of business of the Company. However, during current year 2023-24, with the acquisition of the Company by new promoters, the Company is now focused to engage in the 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.
CHANGE IN THE NAME OF THE COMPANY.
Pursuant to the approval granted by the Registrar of Companies, NCT of Delhi & Haryana, the Name of the Company has been changed from M/s SVP Housing Limited to M/s Ganesha Ecoverse Limited with effect from August 21, 2023, to reflect the shift in its core business activities.
DIVIDEND
Keeping in view the performance of the Company, we are unable to recommend any dividend for the year under review.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
The Company has no Subsidiary, Associate and Joint Venture Companies during the year 202223, 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 Financial year 2022-23, there has been no change in the Board of Directors and KMP of the Company. However, the following changes in Directors and KMP took place in the current year 2023-24:
1. Pursuant to the change in the 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 NonIndependent Director and Ms. Chameli Devi (DIN 02360194), Executive Director have 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 and the same has been approved by the members of the Company through a resolution passed by postal ballot on August 11, 2023. The appointment of Mr. Vishnu Dutt Khandelwal as Director was approved by the members of the Company through a resolution passed by postal ballot on August 11, 2023.
2. Mr. Abhilash Lal (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 Sharma (DIN: 08426390), resigned from the position of Independent Director of the Company with effect from June 19, 2023. Ms. Ritika Jain has resigned from the post of Company Secretary of the Company w.e.f. June 01, 2023 and Mr. Saurabh Jindal has tendered his resignation from the post of Chief Financial Officer of the Company with effect from July 25, 2023. The Board of Directors places on record appreciation for their valuable contribution and guidance provided by them during their tenure.
4. Ms. Neha Gajwani has been appointed as the Company Secretary and Compliance Officer of the Company with effect from July 1, 2023.
5. Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vishnu Dutt Khandelwal (DIN 00383507), 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.
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(1)(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 AUDIT COMMITTEE
Pursuant to the reconstitution of the Board of Directors of the Company, the Audit Committee of the Company was reconstituted, during the current year 2023-24, The present composition of the Audit Committee is as follows: -
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, 2023, 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 loss 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 2022-23, the Board of Directors had met 8 (Eight) times on May 17,2022, May 26 ,2022, May 30 ,2022, June 27,2022, September 6,2022, November 14,2022, March 6 2023 and March 24, 2023.
COMPLIANCE WITH SECRETARIAL STANDARDS
During 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 www.ganeshaecoverse.com.
LISTING
The Equity Shares of the Company are presently listed at SME platform of BSE Limited and the listing fee for the year 2022-23, has been paid.
AUDITORS AND AUDITORS' REPORT
a. Statutory Auditors
During the year 2022-23, M/s. KPMC & Associates, Chartered Accountants (FRN- 05359C), tendered their resignation as the statutory auditors of the Company and to fill the casual vacancy caused by such resignation, M/s. VAPS & Company, Chartered Accountants (FRN- 003612N), were appointed as the statutory auditor of the Company to hold office until the conclusion of ensuing Annual General Meeting of the Company, pursuant to the provisions of Section 139 of the Companies Act, 2013 (the Act) and Rules made thereunder.
The Board of Directors places on record its appreciation to the services rendered by M/s. VAPS & Company, as the Statutory Auditors of the Company.
The Board of Directors of your Company has recommended the appointment of M/s. Rajiv Mehrotra & Associates, Chartered Accountants, Kanpur, as the Statutory Auditors of the Company, for a term of 5 (five) consecutive years, to hold office from the conclusion of ensuing 20th Annual General Meeting until the conclusion of the 25th Annual General Meeting, subject to the approval of the Members.
M/s. Rajiv Mehrotra & Associates, have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company. Information about the proposed appointment of M/s. Rajiv Mehrotra & Associates, as Statutory Auditors has been provided in the Notice of ensuing AGM.
The Statutory Auditors' Report for the financial year 2022-23 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. Ankit Singhal & Associates, Company Secretaries, as Secretarial Auditors, to undertake Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith as "Annexure A".
The Secretarial Audit Report for the Financial Year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer.
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. MGMA & Co., Chartered Accountants, Kanpur, to conduct the Internal Audit of the functions and activities of the Company for the Financial Year 2022-23.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or the Board under Section 143(12) of Companies Act, 2013 and Rules framed thereunder.
RELATED PARTY TRANSACTIONS
During the year under review, the Company has not entered into any transaction with related parties attracting provisions of Section 188 of the Companies Act, 2013. Thus, disclosure of particulars of contracts/arrangements entered into by the company with related parties in Form AOC-2 is not required to be given.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS BY THE COMPANY
During the year under review, the Company has made investments and provided loans to other entities in terms of Section 186 of the Companies Act, 2013. The details of such investments and loans given are provided in the notes to the financial statements of the Company. However, the Company has not provided any guarantee and/or security in connection with loan to any other body corporate/person during the Financial Year 2022-23.
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.
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 and Non-Executive Directors including Independent Directors. It also covers performance evaluation criteria of the Board, its Committees and individual directors.
The Nomination, Remuneration and Board Diversity Policy of the Company is available on the website of the Company www.ganeshaecoverse.com.
BOARD EVALUATION
The Board of Directors at its meeting held on March 24, 2023, 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 24, 2023, Performance of nonindependent directors, Chairman of the Company and the Board as a whole was evaluated, 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
Since the objects of the Company has been changed and the Company will now commence its new business activities therefore the risk can only be evaluated as and when the Company starts its operations. As of now, the Board does not perceive any risk which in its opinion 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. The Company has not accepted any amount as unsecured loan from directors during the year 2022-23, however the unsecured loan accepted in the past have an outstanding balance of Rs 3.50 Lakhs as on March 31, 2023, which has been repaid by the Company, subsequent to the end of the financial year.
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
Except as disclosed separately in this report under the head Change in the Management of the company, no other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2022-23 and the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During 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 relating 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 Director Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) 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
• 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 is no change in the Share Capital Structure of the Company during the year under review.
• 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-time 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 Government(s) and Business associates for their continued support.
For and on behalf of the Board