Mar 31, 2025
Your directors have pleasure in presenting the 7th Board of Director''s
Report of your Company together with the Standalone Audited Financial
Statements along with Auditors'' Report for the Financial Year ended 31st
March, 2025.
1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANYâS AFFAIRS
(a) Financial Highlights and Operational Overview
The performance of your Company for the Financial Year ended on 31st
March, 2025 is summarized below:
(Amount in Lakhs)
|
Particulars |
Current year |
Previous Year |
|
(2024-25) |
(2023-24) |
|
|
Total Income |
50.7 |
171.57 |
|
Total Expen ses |
34.31 |
143.70 |
|
Profit/ (Loss) Before Exceptional |
16.43 |
27.87 |
|
Exceptional Item |
- |
- |
|
Profit Before Tax |
16.43 |
27.87 |
|
Tax Expenses |
||
|
Current Tax |
- |
- |
|
Deferred Tax |
- |
(83.35) |
|
Profit/(Loss) after Tax |
16.43 |
111.22 |
|
Earnings per share (Rs.) |
||
|
Basic |
0.32 |
3.70 |
|
Di luted |
0.32 |
3.70 |
During the year, your Company recorded Total Income of Rs. 50.7
Lakhs (previous year Rs. 171.57 Lakhs). After all the financial
adjustments, the company has earned a net profit after tax of Rs.
16.43 Lakhs.
The Authorized Share Capital as at 31st March, 2025 stood at Rs.
7,00,00,000/- (Rupees Seven Crores only) divided into 7000000
(Seventy Lakh) equity shares of Rs. 10/- (Rupees Ten Only) each and
the paid-up Equity Share Capital as at 31st March, 2025 stood at Rs.
5,21,35,610/- (Rupees Five Crores Twenty-One Lakhs Thirty-Five
Thousand Six Hundred Ten Only) divided into 5213561 (Fifty-Two
Lakh Thirteen Thousand Five Hundred Sixty-One) equity shares of
Rs. 10/- (Rupees Ten Only) each.
During the year under review, the company has made allotment of
2205877 (Twenty-Two Lakh Five Thousand Eight Hundred Seventy-
Seven) Equity Shares on 8th May, 2024 via Preferential Allotment
which was duly approved by the members of the Company their Extra
Ordinary General Meeting held on 29th March, 2024.
Therefore, the company''s paid up share capital as on 31st March,
2025 stands at Rs. 5,21,35,610/- (Rupees Five Crores Twenty-One
Lakhs Thirty-Five Thousand Six Hundred Ten Only).
For the Financial Year ended 31st March, 2025, the Company has not
proposed to carry any amount to the General Reserve Account.
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 ended
31st March, 2025.
(e) Loans
As on 31st March, 2025 the company have NIL Secured Loans. The
details of the unsecured loans taken by the company are elaborated
under the financial statements for the financial year ended on 31st
March, 2025.
(f) Material changes and commitments, if any, affecting the
financial position of the company which have occurred between
the end of the financial year of the company to which the
financial statements relate and the date of the report
No Material changes and commitments affecting the financial
position of the company have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report.
After closure of the financial year 2024-25, the company has taken
the approval from the members dated 17th June, 2025 via conducting
Postal Ballot and have altered its object clause, after the existing
clause (A) (3) of the Memorandum of Association of the Company.
The Company has received the request from Mr. Gaurav Kumar,
erstwhile Promoter and Annaya Management Consultancy Private
Limited, erstwhile member of Promoter Group of the Company
through its Director, Mr. Gaurav Kumar has submitted the request to
re-classify their status from âPromoter/Promoter Groupâ to âPublicâ
Category vide their letter dated 4th July, 2024 and the Company has
intimated the same to the stock exchange vide its announcement
dated 4th July, 2024. The reclassification was approved by the
Members of the Company at their 6th Annual General Meeting held
on 22nd August, 2024 held through Video Conference (âVCâ)/ Other
Audio Visual Means (âOAVMâ), which was further approved by the
Stock Exchange on 3rd January, 2025.
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.
During the period under review, there is no change in the nature of
business.
However, the company has taken the approval from the members
dated 17th June, 2025 via conducting Postal Ballot for amending the
object clause of the Memorandum of Association of the Company as
mentioned in the item number 1(f).
In conformity with the provision of Regulation 34 of SEBI (Listing
Obligations Disclosure Requirements), Regulations, 2015, the
required disclosures for the year ended 31st March, 2025 are annexed
hereto.
⢠During the Financial Year ended 31st March, 2025, the following
changes were made in the Board of Directors of the Company:
1) On receiving recommendation of the Nomination and Remuneration
Committee, the Board appointed Mr. Ajit Kumar Tripathy (DIN:
07264159) as Additional Director (Non-Executive) on Board of the
company w.e.f 10th June, 2024. Further the shareholders at their
Annual General Meeting held on 22nd August, 2024 has regularized
his appointment.
2) On receiving recommendation of the Nomination and Remuneration
Committee, the Board appointed Ms. Hina (DIN: 09534689) as
Additional Director (Executive) of the Company and further changed
her Designation to Whole Time Director of the Company with effect
from 14th January, 2025. Further her appointment was regularized by
shareholders at their Extra-Ordinary General Meeting held on 2nd
May, 2025 i:e, after closure of financial year 2024-25.
3) On receiving recommendation of the Nomination and Remuneration
Committee, The Board appointed Mr. Surinder Kalra (DIN:
10779178) as Additional Director (Executive) of the Company and
further changed his Designation to Whole Time Director- of the
Company with effect from 14th January, 2025. Further his
appointment was regularized by shareholders at their Extra-Ordinary
General Meeting held on 2nd May, 2025 i:e, after closure of financial
year 2024-25.
4) Mr. Rajiv Vashisht (DIN: 02985977) Resigned from the office of
Managing Director of the Company with effect from 14th January,
2025.
5) Mr. Ramaswamy Ravikumar (DIN: 09726928) Resigned from the
office of Non-Executive Independent Director of the Company w.e.f.
Closure of business hours on 29th January, 2025, due to pre¬
occupation.
6) Ms. Sahara Sharma (DIN: 07682859) and Mr. Ajit Kumar Tripathy
(DIN: 07264159) Resigned from the office of Non-Executive Non¬
Independent Director of the Company, w.e.f. Closure of business
hours on 10th March, 2025.
7) On receiving recommendation of the Nomination and Remuneration
Committee, The Board appointed Mr. Shah Adnan Khan (DIN:
10985412) as Additional Director (Executive) of the Company and
further changed his Designation to Whole Time Director of the
Company with effect from 19th March, 2025. Further his appointment
was regularized by shareholders at their Extra-Ordinary General
Meeting held on 2nd May, 2025 i:e, after closure of financial year 2024¬
25 and he has tendered his resignation on 15th May, 2025.
8) On receiving recommendation of the Nomination and Remuneration
Committee, the Board appointed Mr. Yogesh Singh Rana (DIN:
05304811) as Additional Director (Executive) of the Company and
further changed his Designation to Whole Time Director of the
Company with effect from 15th May, 2025. Further his appointment
was regularized by shareholders dated 17th June, 2025 via
conducting Postal Ballot i:e, after closure of financial year 2024-25.
The following changes were made in the Key Managerial Personnel
of the Company during the Financial Year ended 31st March, 2025;
1) Ms. Navkiran Kaur Resigned from the office of Company Secretary &
Compliance Officer of the Company with effect from 5th November,
2024.
2) Mr. Ravi Sharma Resigned from the office of Chief Financial Officer
with effect from Closure of business hours on 10th March, 2025.
3) Mr. Anurag Garg was appointed as Company Secretary &
Compliance Officer of the Company with effect from 19th March,
2025.
4) Ms. Hina was appointed as Chief Financial Officer of the company
w.e.f 27th May, 2025 i:e, after closure of financial year.
Pursuant to Section 152 of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Iqbal Singh (DIN: 02776893) is
liable to retire by rotation at this Annual General Meeting and being
eligible offers himself for re-appointment.
The Independent Directors of the Company met one time during the
year where all the independent directors were present under the
requirement of the Companies Act, 2013. The Meeting of
Independent Directors was held on 31st March, 2025.
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 down in sub-section (6) of Section
149 of the Companies Act, 2013 and under Regulation 16(1)(b) of
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.
The Board is in the opinion that the directors of the company
(including independent directors) are of integrity, expertise and
experience (including the proficiency) who was appointed during the
financial year.
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 Company at
https://rgrl.in/stakeholders-information/.
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. Surinder Kalra (DIN: 10779178) and Mr. Yogesh Singh Rana
(DIN: 05304811), Whole Time Directors, Ms. Hina (DIN: 09534689)
Whole Time Director and Chief Financial Officer and Mr. Anurag
Garg, Company Secretary and Compliance Officer of the Company.
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, other than 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.
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 available on the website of the Company
at https://rgrl.in/stakeholders-information/. The Policy is attached
herewith the Report and marked as ANNEXURE-I.
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 Board and the board as a whole was evaluated,
taking into account the views of executive directors and non¬
executive directors.
During the year ended 31st March, 2025, the Board met 08 (Eight)
times. The Intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013 (the âActâ).
Required quorum was present throughout each meeting as per the
requi ement of the said Act.
|
S. No. |
Date of |
Total Number |
Number of |
% of attendance |
|
|
1 |
08th May, 2024 |
6 |
6 |
100 |
|
|
2 |
29th May, 2024 |
6 |
6 |
100 |
|
|
3 |
10th June, 2024 |
6 |
6 |
100 |
|
|
4 |
15th July, 2024 |
6 |
6 |
100 |
|
|
5 |
17th July, 2024 |
6 |
6 |
100 |
|
|
6 |
29th October, 2024 |
6 |
6 |
100 |
|
|
7 |
14th January 2025 |
6 |
6 |
100 |
|
|
8 |
19th March 2025 |
5 |
5 |
100 |
|
As on 31st March, 2025, the Company has 3 (Three) Board
Committees with the following members:
|
Audit Committee |
Mr. Tushar Virendra Pratap Singh |
Chairperson-Independent Director |
|
Nomination and Remuneration Committee |
Mr. Tushar Virendra Pratap Singh |
Chairperson-Independent Director |
|
Stakeholders Relationship Committee |
Mr. Tushar Virendra Pratap Singh |
Ch airperson-Independent Director |
Mr. Tushar Virender Pratap Singh was designated as Chairperson of
the committee in place of Mr. Ramaswamy Ravikumar who resigned
from his office w.e.f 29th January, 2025 and Ms. Hina was designated
as member of the committee after her appointment as Whole Time
Director of the company w.e.f 14th January, 2025 in place Mr. Rajiv
Vashisht who has resigned w.e.f. 14th January, 2025.
Mr. Iqbal Singh was designated as member of the committee in place
of Mr. Ramaswamy Ravikumar who resigned from his office w.e.f 29th
January, 2025.
Changes occurred in Stakeholders Relationship Committee:
After resignation or Mr. Rajiv Vashisht, Ms. Hina was designated as
member of the committee. Further after resignation of Mr.
Ramaswamy Ravikumar, Mr. Iqbal was designated as member and
Mr. Tushar Virender Pratap Singh was designated as Chairperson for
the committee.
THE DETAILS OF THE AUDIT COMMITTEE MEETING HELD
DURING THE YEAR ARE AS FOLLOWS:
During the year ended 31st March, 2025, 5 (Five) Meetings of the
Committee were held on:
|
S.No. |
Date of Meeting |
Total Number of |
Number of directors Attended |
% of attendance |
|
1 |
29th May, 2024 |
3 |
3 |
100 |
|
2 |
15th July, 2024 |
3 |
3 |
100 |
|
3 |
29th October, 2024 |
3 |
3 |
100 |
|
4 |
10th January, 2025 |
3 |
3 |
100 |
|
5 |
18th March, 2025 |
3 |
3 |
100 |
THE DETAILS OF THE NOMINATION AND REMUNERATION
COMMITTEE MEETING HELD DURING THE YEAR ARE AS
FOLLOWS:
During the year ended 31st March, 2025, 3 (Three) Meetings of the
Nomination and Remuneration Committee were held on :
|
S.No. |
Date of Meeting |
Total Number of |
Number of directors Attended |
% of attendance |
|
1 |
10th June, 2024 |
3 |
3 |
100 |
|
2 |
13th January, 2025 |
3 |
3 |
100 |
|
3 |
18th March, 2025 |
3 |
3 |
100 |
THE DETAILS OF THE STAKEHOLDER''S RELATIONSHIP
COMMITTEE MEETING HELD DURING THE YEAR ARE AS
FOLLOWS:
During the year ended 31st March, 2025, 4 (Four) meetings of
Stakeholder''s Relationship Committee were held on:
|
S. No. |
Date of Meeting |
Total Number |
Number of |
% of attendance |
|
|
1 |
29th May, 2024 |
3 |
3 |
100 |
|
|
2 |
15th July, 2024 |
3 |
3 |
100 |
|
|
3 |
29th October, 2024 |
3 |
3 |
100 |
|
|
4 |
19th March, 2025 |
3 |
3 |
100 |
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.
As at 31st March, 2025 the Company does not have any subsidiary,
associate or joint venture. Hence, Form AOC-1 is Not Applicable.
After closure of the financial year, the Board of Directors at their
meeting have deliberated to subscribe the shares in three companies
namely Trustfield Project And Infra Limited, Rockbase Real Estate
Projects Limited and Skycrest Projects Limited and subsequent to
such investment, these companies will become the wholly owned
subsidiaries of our company.
The Equity Shares of the Company are presently listed on SME
Platform of BSE Limited and Annual listing fee for the financial year
2025- 26 has been duly paid.
The securities of the Company are admitted with NSDL and CDSL,
the ISIN allotted to the Company is INE00WY01013
There were NIL Investor complaints 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 on
31st March, 2025 are NIL. There were no pending requests for share
transfer/dematerialization of shares as of 31st March, 2025.
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 as
specified in Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25,
26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of
Regulation 46 and para C , D and E of Schedule V 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.
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
provisions pertaining to CSR is not applicable to your Company.
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:
The Ratio of the remuneration of each director and key managerial
personnel to the median remuneration of the employees of the
Company for the financial year 2024-25:
|
S. No. |
Name |
Designation |
Ratio |
|
1 |
Mr. Surinder Kalra |
Whole Time Director |
0.80 |
|
2 |
Ms. Hina |
Whole Time Director |
1.00 |
|
3 |
Mr. Shah Adnan Khan |
Whole Time Director |
1.00 |
|
4 |
Mr. Iqbal Singh |
Non- Executive Director |
N il |
|
5 |
Mr. Tushar Virendra Pratap Singh |
Independent Director |
N il |
|
6 |
Mr. Asdulla Mehfuzali Khan |
Independent Director |
N il |
|
7 |
Mr. Anurag Garg |
Company Secretary |
Nil |
Percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Director & Company
Secretary or Manager in the financial year 2024-25:
|
S. No. |
Name |
Designation |
% I ncrease |
|
1 |
Mr. Surinder Kalra |
Whole Time Director |
Nil |
|
2 |
Ms. Hina |
Whole Time Direc tor |
Nil |
|
3 |
Mr. Iqbal Singh |
Non-Executive Director |
Nil |
|
4 |
Mr. Tushar Virendra Pratap Singh |
Independent Director |
Nil |
|
5 |
Mr. Asdulla Mehfuzali Khan |
Independent Director |
Nil |
|
6 |
Mr. Anurag Garg |
Company Secretary |
Nil |
⢠Percentage increase in Median remuneration of employees in
financial year 2024-25: Nil
⢠Number of permanent employees on rolls of the Company as
on 31st March, 2025: 4
⢠Average percentile increases 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: NIL
⢠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.
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 required to be maintained as per the provisions of this Section.
The Board of Directors has formally approved the Company''s Risk
Management Policy, establishing a comprehensive framework to
identify, assess, and mitigate risks inherent in our operations,
financial activities, and compliance obligations. This framework is
integral to our strategic planning and execution, ensuring that
potential risks are systematically managed to support the Company''s
objectives. Responsibility for risk management is embedded at all
levels of the organization. Managers and officers are accountable for
managing risks within their domains, fostering a culture of risk
awareness and accountability. The Board receives annual updates
on the risk management framework''s performance, ensuring
oversight and strategic alignment.
Since, there was no unpaid/unclaimed dividend declared and paid in
the previous years, the provision of Section 125 of the Companies
Act, 2013 do not apply.
As on date, the company has only class of share capital i.e. Equity
shares of INR 10/- each
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.
The company has not provided any guarantee in respect of the loan,
any loan or haven''t made any investment in the securities of the other
body corporate.
After closure of the financial year, the Board of Directors at their
meeting have deliberated to subscribe the shares in three companies
namely Trustfield Project And Infra Limited, Rockbase Real Estate
Projects Limited and Skycrest Projects Limited and subsequent to
such investment, these companies will become the wholly owned
subsidiaries of our company.
During the year ended 31st March, 2025, the Company has not
entered into any Related Party Transactions. Hence Form AOC-2 is
not applicable. 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
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.
However, the company has received the approval dated 03rd
January, 2025 from BSE Limited on the reclassification application
submitted by the company for reclassifying the status of Mr. Gaurav
Kumar and Annaya Management Consultancy Private Limited from
Promoter/Promoter Group to Public.
As on 31st March, 2025, no dues were pending towards micro, small
and medium enterprises.
M/s. Kapil Sandeep & Associates, Chartered Accountants, having
Firm Registration No. 016244N was appointed as Statutory Auditors
of the Company, for consecutive term of five years, from the
conclusion of this 6th Annual General Meeting till the conclusion of
the 11th Annual General Meeting to be held in the year 2029.
However, the audit report contains some qualification or reverse
remark on the financial statements of the company for the financial
year ended on 31st March, 2025.
Explanations or comments by the Board on every qualification,
reservation or adverse remark or disclaimer made by the auditor
in his report;
The Board''s comment on the remarks reported by the Auditor is as
follows:
|
S.No. |
REMARK ON AUDIT REPORT |
BOARD''S COMMENT |
|
1. |
The Company has carried out some cash |
"Effective |
|
transactions during the year including |
measures are |
|
|
receipt from trade receivables and |
currently |
|
|
payments to trade payables outstanding as |
underway to |
|
|
at the end of the previous financial year. The |
obtain the |
|
|
balances of trade receivables, trade |
necessary |
|
|
payables, loans and advances give and |
confirmations." |
26. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT
During the Financial Year 2024-25 no frauds were reported to the
Central Government or to the Board of Directors or the Audit
Committee of the Board of Directors in terms of provisions of
Companies Act, 2013.
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-II forming a part of the Annual Report.
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 2024-25.
Steps taken by the company for utilizing alternate sources of energy:
Nil
Capital investment on energy conservation equipment: Nil
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
There were no foreign exchange earnings or outflow during the
financial year.
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.
In terms of Section 204 of the Companies Act, 2013, the Company
has appointed Mr. Shailendra Kumar Roy (Membership No.- 25823)
(COP No.- 11738), Proprietor, M/s Shailendra Roy & Associates,
Practicing Company Secretary as the Secretarial Auditor of the
Company for the Financial Year 2024-2025. The Secretarial Audit
Report issued by Mr. Shailendra Kumar Roy, Practicing Company
Secretary is provided under ANNEXURE-III to this Report.
Explanations or comments by the Board on every qualification,
reservation or adverse remark or disclaimer made-by the
company secretary in practice in his secretarial audit report:
|
S.N. |
REMARK ON AUDIT REPORT |
BOARD''S COMMENT |
|
1. |
The vacancy caused by |
That after resignation of Ms. |
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.
The Annual Return of the Company for the financial year ended 31st
March, 2024 is available on the website of the Company which can be
accessed at https://rgrl.in/stakeholders-information/.
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 at web link: https://rgrl.in/stakeholders-information/.
The Company has adopted a Code of Conduct for the Prevention of
Insider Trading to regulate trading in its securities by Directors and
designated employees. The Code mandates prior clearance for any
dealings in the Company''s shares and strictly prohibits trading while
in possession of unpublished price-sensitive information or during
periods when the Trading Window is closed. The Board of Directors is
responsible for overseeing the implementation of this Code. All
Directors and designated employees have confirmed their
compliance with its provisions.
The Company is in receipt of Certificate in terms of provisions of
Regulation 33(2)(a) of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 from the Chief Financial Officer
(CFO) of the company do not contain any false or misleading
statement or figures and do not omit any material fact which may
make the statements or figures contained therein misleading. The
same is annexed herewith and marked as ANNEXURE-IV
During the year under review, your Company enjoyed cordial
relationship with employees at all level.
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.
38. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
(IBC)i
No CIRP process is initiated against the company under IBC 2016.
39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONSTHEREOF
No such settlement took place during the year.
40. DETAILS OF ISSUE OF EMPLOYEE STOCK OPTION SCHEME
AND SWEAT EQUITY SHARES
The same is not applicable on the company
41. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR
BOARD''S REPORT
The same is not applicable on the company
42. ACKNOWLEDGEMENT
Your directors would like to express their sincere appreciation for the
assistance and cooperation 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 the Board of Directors
For Raconteur Global Resources Limited
(Formerly Known as Ganesh Films India Limited
Sd/- Sd/-
Surinder Kalra Hina
Whole Time Director Whole Time Director & CFO
DIN:10779178 DIN: 09534689
Mar 31, 2024
Your Directors have pleasure in presenting the 6th Director''s Report of your
Company together with the Audited Financial Statements along with
Auditors'' Report for the Financial Year ended 31st March, 2024.
|
Particulars |
Current year |
Previous Year |
|
Total Income |
171.57 |
7.29 |
|
Total Expenses |
143.70 |
221.87 |
|
Profit/ (Loss) Before Exceptional Item |
27.87 |
(214.58) |
|
Exceptional Item |
- |
- |
|
Profit Before Tax |
27.87 |
(214.58) |
|
Tax Expenses |
||
|
Current Tax |
- |
- |
|
Deferred Tax |
(83.35) |
- |
|
Profit/(Loss) after Tax |
111.22 |
(214.58) |
|
Earnings per share (Rs.) |
||
|
Basic |
3.70 |
(7.13) |
|
Diluted |
3.70 |
(7.13) |
During the year, your Company recorded Total Income of Rs.
171.57 Lakhs (previous year Rs. 7.29 Lakhs). After all the financial
adjustments, the company has earned a net profit after tax of Rs.
111.22 Lakhs.
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.
The Authorized Share Capital as at 31st March, 2024 stood at ''
7.00. 00.000/- (Rupees Seven Crore only) divided into 7000000
(Seventy Lakh) equity shares of Rs. 10/- (Rupees Ten Only) each
and the paid-up Equity Share Capital as at March 31,2024 stood at
'' 3,00,76,840/- (Rupees Three Crore Seventy-Six Thousand Eight
Hundred Forty Only) divided into 3007684 (Thirty Lakh Seven
Thousand Six Hundred Eighty Four) equity shares of Rs. 10/-
(Rupees Ten Only) each.
During the year under review, the company in its Extra Ordinary
General Meeting held on 29th March, 2024 has:
⢠Increased the Authorized Capital of the Company from Rs.
3.50.00. 000/- (Rupees Three Crore Fifty Lakh Only) divided into
3500000 (Thirty Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten
Only) each to Rs. 7,00,00,000/- (Rupees Seven Crore Only)
divided into 7000000 (Seventy Lakh) Equity Shares of Rs.10/-
(Rupees Ten Only) each, by way of creation of additional 3500000
(Thirty Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only)
each aggregating to Rs. 3,50,00,000 (Rupees Three Crore Fifty
Lakh Only).
⢠Approved the increase in paid up share capital of the company by
issuing 3382346 Equity Shares of the company. After closure of the
financial year ended on 31st March, 2024, the Board in its meeting
held on 8th May, 2024 has allotted 2205877 Equity Shares to 8
allottees via cash consideration and by the way of conversion of
loan.
⢠Therefore, the company''s paid up share capital after the closure of
the financial year ended on 31st March, 2024 stands at Rs.
5,21,35,610/- (Five Crore Twenty One Lakh Thirty Five Thousand
Six Hundred Ten Only).
For the Financial Year ended 31st March, 2024, the Company has
not proposed to carry any amount to the General Reserve Account.
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
ended 31st March, 2024.
As on 31st March, 2024 the company have NIL Secured Loans. The
details of the unsecured loans taken by the company are
elaborated under Note No. 4 in the financial statements for the
financial year ended on 31st March, 2024.
(f) Material changes and commitments, if any, affecting the
financial position of the company which have occurred
between the end of the financial year of the company to which
the financial statements relate and the date of the report
No Material changes and commitments affecting the financial
position of the company which have occurred between the end of
the financial year of the company to which the financial statements
relate and the date of the report except the following:
a. Allotment of 2205877 Equity Shares to 8 allottees via cash
consideration and by the way of conversion of loan.
Further during the financial year ended on 31st March, 2024 the
company has initiated the following via conducting Postal Ballot:
a. The company has changed its name from âGanesh Films
India Limitedâ to âRaconteur Global Resources Limitedâ
and the fresh certificate of incorporation has been issued
by RoC dated 18th December, 2023.
b. The company has altered its object clause to:
1. To establish and carry on directly or indirectly all or any
industry, trade or business of preparing, mining, quarrying,
boring, digging of stones, sand, iron ore, all types of major
and minor minerals.
2. To engage in the business of cutting, polishing,
processing, treating, importing, exporting of all types of
stones including but not limited to marble, granite, late rite,
lime stone, sand stone, slabs, tiles and other building
material and color stones of every description and type,
including setting, processing, trading or dealing into waste
and by products arising from the mining or processing of
stones of all types.
3. To engage in all types of business of import/ export/trading
of stone, mines, minerals, metals etc.
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.
The Company has altered its Object Clause and the new altered
objects of the company are as follows:
1. To establish and carry on directly or indirectly all or any
industry, trade or business of preparing, mining, quarrying,
boring, digging of stones, sand, iron ore, all types of major
and minor minerals.
2. To engage in the business of cutting, polishing, processing,
treating, importing, exporting of all types of stones
including but not limited to marble, granite, late rite, lime
stone, sand stone, slabs, tiles and other building material
and color stones of every description and type, including
setting, processing, trading or dealing into waste and by
products arising from the mining or processing of stones of
all types.
3. To engage in all types of business of import/ export/trading
of stone, mines, minerals, metals etc.
In conformity with the provision of Regulation 34 of SEBI (Listing
Obligations Disclosure Requirements), Regulations, 2015, the
required disclosures for the year ended 31st March, 2024 are
annexed hereto.
⢠During the Financial Year ended 31st March, 2024, the following
changes were made in the Board of Directors of the Company:
0 Mr. Iqbal Singh (DIN: 02776893) was appointed as Additional and
Non-Executive Non-Independent Director of the Company w.e.f.
17th April, 2023.
0 Mr. Krishna Kumar Kulshrestha (DIN: 09719927) has resigned
from the position of Independent Director of the Company w.e.f 1st
August 2023 due to his other assignments and pre-occupations.
Further he also confirmed that there was no material reasons for his
resignation other than those mentioned in his resignation letter.
0 Mr. Sunil Bansal (DIN: 06523066) and Mr. Tushar Bansal (DIN:
08192636) were appointed as Additional Directors (Non¬
Executive Non-Independent) at Board Meeting held on 9th August
2023.
0 Mr. Deepak Sinha (DIN: 09726154) has resigned from the position
of Independent Director of the Company w.e.f. 11th August 2023 due
to his other assignments and pre-occupations. Further he also
confirmed that there was no material reasons for his resignation
other than those mentioned in his resignation letter.
0 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
0 Mr. Iqbal Singh (DIN: 02776893), Mr. Sunil Bansal (DIN:
06523066), Mr. Tushar Bansal (DIN: 08192636), Mr. Rajan Singla
(DIN: 09188786) and Ms. Bhawna Malhan (DIN: 10275579) were
regularized as Directors of the Company at 5th Annual General
Meeting held on 29th September 2023.
0 Mr. Sunil Bansal (DIN: 06523066) and Mr. Tushar Bansal (DIN:
08192636) has resigned from directorship w.e.f. 7th December
2023.
0 Mr. Rajan Singla (DIN: 09188786) and Ms. Bhawna Malhan (DIN:
10275579) have resigned from the office of Independent Directors
w.e.f. 26th December 2023 due to other assignments and
preoccupations. Further, they have also confirmed that there are no
other material reason for their reason other than those mentioned
in the resignation letter.
0 Mr. Gaurav Kumar (DIN: 06717452) resigned from the office of
director w.e.f. 28th February 2024.
0 Mr. Tushar Virendra Pratap Singh (DIN: 10388960) and Mr. Asdulla
Mehfuzali Khan (DIN: 10388973) were appointed as Additional
Director (Non-Executive Independent) at Board Meeting held on
28th February 2024.
0 Mr. Asdulla Mehfuzali Khan (DIN: 10388973) and Mr.Tuhsar
Virendra Pratap Singh (DIN: 10388960) were regularized as Non¬
Executive Independent Director of the Company at Extra Ordinary
General Meeting held on 29th March 2024.
The following changes were made in the Key Managerial
Personnel of the Company during the Financial Year ended 31st
March, 2024;
⢠Ms. Harleen Kaur (Mem. No.50513) resigned from office of
Company Secretary and Compliance Officer and Key Managerial
Personnel of the Company w.e.f.1911 October, 2023.
Pursuant to Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Ms. Sahara Sharma (DIN:
07682859) is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible offers herself for re¬
appointment.
The Independent Directors of the Company met one time during
the year 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
OFCONDUCT
The Company has received necessary declarations from each
Independent Director of the Company confirming that he met with
the criteria of independence as laid down 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.
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
Company at
https://ganeshfilms.com/wp-content/uploads/2023/02/Policy-on-
Familiarization-Programmes.pdf
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.
Navkiran Kaur (M. No. A69879) Company Secretary & Compliance
Officer and Mr. Ravi Sharma (PAN: BLDPS4509R), Chief Financial
Officer.
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, other than 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.
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.
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 Board and the
board as a whole was evaluated, taking into account the views of
executive directors and non-executive directors.
During the year ended 31st March, 2024, the Board met 10 (Ten)
times. The Intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013 (the âActâ).
Required quorum was present throughout each meeting as per the
requirement of the said Act, the dates of Board Meetings are: 17th
April, 2023, 29th May, 2023, 4th August, 2023, 9th August, 2023, 31th
August, 2023, 9th November, 2023, 9th December, 2023, 26th
December, 2023, 28th February 2024 and 15th March, 2024.
Presently, the Company has 3 (Three) Board Committees with the
following members:
|
Audit Committee |
Mr. Ramaswamy Ravikumar |
Chairman |
|
Mr. Rajiv Vashisht |
Member |
|
|
Mr. Asdulla Mehfuzali Khan |
Mem ber |
|
|
Nomination and Remuneration |
Mr. Tushar Virendra Pratap Singh |
Chairman |
|
Committee |
Mr. Ramaswamy Ravikumar |
Member |
|
Mr. Asdulla Mehfuzali Khan |
Mem ber |
|
|
Stakeholders Relationship |
Mr. Iqbal Singh |
Chairman |
|
Committee |
Mr. Ramaswamy Ravikumar |
Member |
|
Mr. Rajiv Vashisht |
Mem ber |
During the year ended 31st March, 2024, 7 (Seven) meetings of the
Committee were held on 29th May, 2023, 31st August 2023, 9th
November 2023, 7th December 2023, 23rd February 2024, 28th
February 2024 and 15th March, 2024.
THE DETAILS OF THE NOMINATION AND REMUNERATION
COMMITTEE MEETING HELD DURING THE YEAR ARE AS
FOLLOWS:
During the year ended 31st March, 2024, 6 (Six) meetings of the
Nomination and Remuneration Committee were held on: 17th April,
2023, 1st August 2023, 9th August 2023, 11th August 2023, 31st
August 2023 and 28th February, 2024.
THE DETAILS OF THE STAKEHOLDERS RELATIONSHIP
COMMITTEE MEETING HELD DURING THE YEAR ARE AS
FOLLOWS:
During the year ended 31st March, 2024, 4 (Four) meetings of
Stakeholder''s Relationship Committee were held on: 10th April,
2023, 11th July, 2023, 6th October, 2023 and 18th January, 2024.
|
S. No. |
Date of Meeting |
Type of |
Total Number of |
Number of directors attended |
% of attendanc e |
|
1 |
17-April-2023 |
BM |
7 |
7 |
100 |
|
2 |
29-May-2023 |
BM |
7 |
7 |
1 00 |
|
3 |
4-Aug-2023 |
BM |
6 |
6 |
100 |
|
4 |
9-Aug-2023 |
BM |
7 |
7 |
100 |
|
5 |
31-Aug-2023 |
BM |
9 |
9 |
100 |
|
6 |
9-Nov-2023 |
BM |
9 |
9 |
100 |
|
7 |
9-Dec-2023 |
BM |
7 |
7 |
100 |
|
8 |
26-Dec-2023 |
BM |
5 |
5 |
100 |
|
9 |
28-Feb-2024 |
BM |
6 |
6 |
100 |
|
10 |
15-March-2024 |
BM |
6 |
6 |
100 |
|
S. No. |
Date of |
Type of |
Total Number of |
Number of directors Attended |
% of attendance |
|
1 |
29-May-2023 |
AC |
3 |
3 |
100 |
|
2 |
31-Aug-2023 |
AC |
3 |
3 |
100 |
|
3 |
9-Nov-2023 |
AC |
3 |
3 |
100 |
|
4 |
7-Dec-2023 |
AC |
3 |
3 |
100 |
|
5 |
23-Feb-2024 |
AC |
3 |
3 |
100 |
|
6 |
28-Feb-2024 |
AC |
3 |
3 |
100 |
|
7 |
15-Mar-2024 |
AC |
3 |
3 |
100 |
|
8 |
17-Apr-2023 |
NRC |
3 |
3 |
100 |
|
9 |
1-Aug-2023 |
NRC |
3 |
3 |
100 |
|
10 |
9-Aug-2023 |
NRC |
3 |
3 |
100 |
|
11 |
11-Aug-2023 |
NRC |
3 |
3 |
100 |
|
12 |
31-Aug-2023 |
NRC |
3 |
3 |
100 |
|
13 |
28-Feb-2024 |
NRC |
3 |
3 |
100 |
|
14 |
10-April-2023 |
SRC |
3 |
3 |
100 |
|
15 |
11 -July-2023 |
SRC |
3 |
3 |
100 |
|
16 |
6-Oct-2023 |
SRC |
3 |
3 |
100 |
|
17 |
18-Jan-2024 |
SRC |
3 |
3 |
100 |
The committees has also conducted the circular resolutions for re-constitutions
and appointment on Board.
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.
As at 31st March, 2024 the Company does not have any subsidiary,
associate or joint venture. Hence, Form AOC-1 is Not Applicable
The Equity Shares of the Company are presently listed on SME
Platform of BSE Limited and Annual listing fee for the financial year
2023-24 has been duly paid.
''The securities of the Company are admitted with NSDL and CDSL,
the ISIN allotted to the Company is INE00WY01013
There were NIL Investor complaints 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
on 31st March, 2024 are NIL.
There were no pending requests for share transfer/
dematerialization of shares as of 31st March, 2024.
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, 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.
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.
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
The Managing Director of the company has drawn the
remuneration in excess of the limits as prescribed under Section
197 of Companies Act, 2013. 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:
The Ratio of the remuneration of each director and key
managerial personnel to the median remuneration of the
employees of the Company for the financial year 2023-24:
|
S. No. |
Name |
Desig nation |
Ratio |
|
1 |
Mr. Rajiv Vashisht |
Managing Director |
4.8:1 |
|
2 |
Mr. Gaurav Kumar* |
Director |
NA |
|
3 |
Ms. Sahara Sharma |
Director |
NA |
|
4 |
Mr. Krishna Kumar Kulshrestha** |
Independent Director |
NA |
|
5 |
M r. Deepak Sinha*** |
Independent Director |
NA |
|
6 |
Mr. Ravikumar |
Independent Director |
NA |
|
7 |
Mr. Iqbal Singh**** |
Director |
NA |
|
8 |
Mr. Sunil Bansal***** |
Director |
NA |
|
9 |
Mr. Tushar Bansal***** |
Director |
NA |
|
10 |
Mr. Rajan Singla****** |
Independent Director |
NA |
|
11 |
Ms. Bhawna Malhan****** |
Independent Director |
NA |
|
12 |
Mr. Asdulla Mehfuzali Khan******* |
Independent Director |
NA |
|
13 |
Mr. Tushar Virendra Pratap Singh******* |
Independent Director |
NA |
|
14 |
Ms. Harleen Kaur# |
Company Secretary and |
0.53:1 |
|
15 |
Ms. Navkiran Kaur## |
Company Secretary and |
NA |
|
16 |
Mr. Ravi Sharma |
Chief Financial Officer |
1:1 |
* Mr. Gaurav Kumar (DIN: 06717452) resigned from the office of
director w.e.f. 28th February 2024.
** Mr. Krishna Kumar Kulshrestha (DIN: 09719927) has resigned
from the position of Independent Director of the Company w.e.f 1st
August 2023 due to his other assignments and pre-occupations.
Further he also confirmed that there was no material reasons for his
resignation other than those mentioned in his resignation letter.
*** Mr. Deepak Sinha (DIN: 09726154) has resigned from the position
of Independent Director of the Company w.e.f. 11th August 2023
due to his other assignments and pre-occupations. Further he also
confirmed that there was no material reasons for his resignation
other than those mentioned in his resignation letter.
**** Mr. Iqbal Singh (DIN: 02776893) was appointed as Additional and
Non-Executive Non-Independent Director of the Company w.e.f.
17th April, 2023.
***** Mr. Sunil Bansal (DIN: 06523066) and Mr. Tushar Bansal (DIN:
08192636) were appointed as Additional Directors (Non¬
Executive Non-Independent) at Board Meeting held on 9th August
2023 and thereafter their appointments were regularized by the
shareholders in their 5th AGM held on 29th September, 2023. Mr.
Sunil Bansal (DIN: 06523066) and Mr. Tushar Bansal (DIN:
08192636) has resigned from directorship w.e.f. 7th December
2023.
****** 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. Mr.
Rajan Singla (DIN: 09188786) and Ms. Bhawna Malhan (DIN:
10275579) have resigned from the office of Independent Directors
w.e.f. 26th December 2023.
******* Mr. Tushar Virendra Pratap Singh (DIN: 10388960) and Mr. Asdulla
Mehfuzali Khan (DIN: 10388973) were appointed as Additional
Director at Board Meeting held on 28th February 2024. Mr. Asdulla
Mehfuzali Khan (DIN: 10388973) and Mr. Tushar Virendra Pratap
Singh (DIN: 10388960) were regularized as Non-Executive
Independent Director of the Company at 29th March 2024.
# Ms. Harleen Kaur (Mem. No.50513) resigned from office of
Company Secretary and Compliance Officer and Key Managerial
Personnel of the Company w.e.f. 19th October, 2023.
## Ms. Navkiran Kaur (M. No. A69879) was appointed as Company
Secretary and Compliance Officer and KMP of the Company w.e.f.
28th February 2024.
Percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Director & Company
Secretary or Manager in the financial year 2023-24:
|
S. No. |
Name |
Designation |
% Increase |
|
1 |
Mr. Rajiv Vashisht |
Managing Director |
100% |
|
2 |
Mr. Ga urav Kumar |
Director |
NIL |
|
3 |
Ms. Sa hara Sharma |
Director |
NIL |
|
4 |
Mr. Krishna Kumar Kulshrestha |
Independent Director |
NIL |
|
5 |
Mr. Deepak Sinha |
Independent Director |
NIL |
|
6 |
Mr. Ravikumar |
Independent Director |
NIL |
|
7 |
Mr. Iqbal Singh |
Director |
NIL |
|
8 |
Mr. Su nil Bansal |
Director |
NIL |
|
9 |
Mr. Tushar Bansal |
Director |
NIL |
|
10 |
Mr. Rajan Singla |
Independent Director |
NIL |
|
11 |
Ms. Bhawna Malhan |
Independent Director |
NIL |
|
12 |
Mr. Asdulla Mehfuzali Khan |
Independent Director |
NA |
|
13 |
Mr. Tushar Virendra Pratap S i ngh |
Independent Director |
NA |
|
14 |
Ms. Harleen Kaur |
Company Secretary and Compl iance Officer |
100% |
|
15 |
Ms. Navkiran Kaur |
Company Secretary and Compl iance Officer |
NIL |
|
16 |
Mr. Ravi Sharma |
Chief Financial Officer |
100% |
Percentage increase in Median remuneration of employees in
financial year 2023-24: There was 100% increase in the
remuneration paid/payable to the employees (including Directors)
of the company as the company during FY 2022-23 has not
provided any remuneration to its employees (including Directors).
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.
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.
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.
As on date, the company has only class of share capital i.e. Equity
shares of face value INR 10/- each
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.
The company has not provided any guarantee in respect of the
loan, any loan or haven''t made any investment in the securities of
the other body corporate.
During the year ended 31st March, 2024, the Company has not
entered into any Related Party Transactions. Hence Form AOC-2 is
not applicable.
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
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.
As on 31st March, 2024, no dues were pending towards micro, small
and medium enterprises.
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
consecutive years, at the Annual General Meeting held on 30th
September, 2019.
On 11th November, 2023, M/s JMR & Associates LLP, Chartered
Accountants, Mumbai (Firm Registration No. 106912W/W100300)
resigned from their position. On 9th December, 2023 M/s Kapil
Sandeep & Associates, Chartered Accountants, FRN: 016244N
were appointed as the Statutory Auditors of the company to fill the
casual vacancy so arised due to the resignation of the previous
auditor.
The audit report contains some qualification or reverse remark on
the financial statements of the company for the financial year
ended on 31st March, 2024.
The Board''s comment on the remarks reported by the Auditor is as
follows:
|
S.N. |
REMARK ON AUDIT REPORT |
BOARD''S COMMENT |
|
1. |
The Company has, in case of certain debit/credit The balances of trade receivables, trade During the period under consideration the |
Effective steps are |
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-II forming a part of the Annual Report.
Efforts to conserve electricity by operating only necessary lights,
fittings and fixtures were made during the financial year 2023-24.
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
There were no foreign exchange earnings or outflow during the
financial year.
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.
In terms of Section 204 of the Companies Act, 2013, the Company
has appointed Ms. Anuradha Malik (M.No: A60626; CoP: 27205),
Practicing Company Secretary as the Secretarial Auditor of the
Company for the Financial Year 2023-2024. The Secretarial Audit
Report issued by Ms. Anuradha Malik (M.No: A60626; CoP:
27205), Practicing Company Secretary is provided under
ANNEXURE-III to this Report.
The Board''s comment on the remarks reported by the Auditor is as
follows:
|
S.N. |
REMARK ON AUDIT REPORT |
BOARD''S COMMENT |
|
1. |
The Appointment of Statutory Auditors |
The company was in process of |
|
2. |
Mr. Iqbal Singh was appointed as Non¬ |
The Composition of Board of |
|
S.N. |
REMARK ON AUDIT REPORT |
BOARD''S COMMENT |
|
3. |
The Composition of Board upto 9th |
The Composition of Board of |
|
4. |
Due to non-availability of the proper |
The Company has duly paid |
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.
The Annual Return of the Company for the financial year ended 31st
March, 2023 is available on the website of the Company which can
be accessed at https://ganeshflms.com/investor-relations/
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
at web link:
https://ganeshfilms.com/wp-content/uploads/2023/02/Policv-on-
Vigil-Mechanism-Whistle-Blower.pdf
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.
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 âZero Toleranceâ 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 âcode of business conductâ 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.
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-V
During the year under review, your Company enjoyed cordial
relationship with employees at all level.
No frauds were reported under Section 143 of the Companies Act,
2013 during the financial year 2023-24.
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. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONSTHEREOF
No such settlement took place during the year
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 the Board of Directors
For Raconteur Global Resources Limited
(Formerly Known as Ganesh Films India Limited)
Sd/- Sd/-
Rajiv Vashisht Sahara Sharma
Date: 15th July, 2024 Managing Director Director
Place: Punjab DIN:02985977 DIN: 07682859
Raconteur Global Resources Limited
(Formerly known as Ganesh Films India Limited)
Regd. Off.: 503, Floor-5, Plot-461D,
A Wing Parshvanath Gardens,
Bhaudaji Rd, Kings Circle,
Matunga Mumbai City-400019
CIN: L07100MH2018PLC307613
Email ID: [email protected]
Ms. Navkiran Kaur (M. No. A69879) was appointed as Company
Secretary and Compliance Officer and KMP of the Company w.e.f.
28th February 2024.
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