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Directors Report of Shree Ganesh Bio-Tech (India) Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their 5lh Annual Report on the business and operations of the Company together with the Audited Accounts of the Company for the financial year ended March 31, 2015.

FINANCIAL SUMMARY:

Particulars 31,03,2015 31.03.2014

Net Sales /Income from Business Operations 16,841,820.00 22,631,599.93

Other Income - -

Total Income 16,841,820.00 22,631,599.93

Less Interest 679,358.19 447,145.14

Profit before Depreciation 4,403,595.10 3,798,530.76

Less Depreciation 955,104.56 2,133.665.61

Profit after depreciation and Interest 3,448,490.54 1,664,865.15

Less Current Income Tax - -

Less Previous year adjustment of Income Tax. - -

Less Deferred Tax - -

Net Profit after Tax 3,448,490.54 1,664,65.15

Dividend (including Interim if any and final) - -

Net Profit after dividend and Tax 3,448,490.54 1,664,865.15

Amount transfered to General Reserve - -

Balance carried to Balance Sheet 3,448,490,54 1,664,865.15

Earning per share (Basic) 1.88 0.91

Earning per Share(Diluted) 1,88 0.91

DIVIDEND

In order to consolidate the Company's financial position, your directors consider it prudent not to recommend dividend for the year under review.

RESERVES

No amount is proposed to carry to any reserves by the board of directors.

STATE OF COMPANY'S AFFAIR

The results for the reporting year compared with the prior year were affected mainly due to the company slowed down on the sale of potato seeds due to slow realization.

CHANGES IN THE NATURE OF BUSINESS

There is no Change in the nature of the business of the Company during the year.

MATERIAL CHANGES AND COMMITMENTS

There is no material changes occurred subsequent to the close of the financial year of the Company lo which the balance sheet relates and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

INTERNAL CONTROFSYSTEMS

The Company has an Internal ControfSystem, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal controfsystem in the Company, its compliance with operating systems, accounting procedures and policies of [he Company.

SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES:

The company does not have any subsidiary/ associate/joint venture company.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

During the year under review, the company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure C".

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The information required u/s. 134(3}{q) of the Companies Act, 2013, read with the Rule 8(3) of Companies (Accounts) Rule,2014 with respect to conservation of Energy, Technology absorption are not applicable to the company. The Company has no foreign exchange outflow or inflow during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1)

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The details of the related party transaction made by company are given in the notes to the financial statements.

RISK MANAGEMENT POLICY

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Companies Act, 2013 read together with relevant Rules, the "Corporate Social Responsibility" (CSR) requirement is not applicable to the Company.

CORPORATE GOVERNANCE CERTIFICATE

The compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report. Also a report on Corporate Governance is attached herewith and forms part of this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors of the Company has adopted Whistle Blower Policy. The management of the Company, through the policy envisages encouraging the employees of the Company to report to the higher authorities any unethical, improper, illegal or questionable acts, deeds & things which the management or any superior may indulge in. This policy has been circulated to employees of the Company. However, no employee has been denied access to the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

PARTICULARS OF EMPLOYEES

None of the employees was engaged in the company, who were in receipt of remuneration in excess of the limits as specified under Rule 5(2} of the Companies (Appointment and Remuneration cf Managerial Personnel) Rules, 2014, throughout or part of the financial year under review.

DIRECTORS:

Prashant Kumar Choudhary retire by rotation and, being eligible, offer themselves for re appointment

Further, Mr. Rahul Sureka and Mrs. Preeti Sarda were appointed as Independent Directors by the Board on January 20, 2015.Their appointment as an Independent Directors for a term of 5 years, each, was approved by the shareholders at their extraordinary general meeting held on April 30, 2015,

Further, Mr. Rahul Sureka and Mrs. Preeti Sarda, Independent Directors, have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act and revised Clause 49 of the Listing Agreements. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

Key Managerial Personal

Mr. Megha Agrawal was appointed as Company Secretary of the Company on February 10, 2015.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

CODE OF CONDUCT

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. A declaration to this effect has been signed by Managing Directors and forms part of the Annual Report.

BOARD MEETING

During the year under review, 12 Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of which are given in the Corporate Governance Report.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed

Mr. Nikus Kumar Sarkar, a company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B"

STATUTORY AUDITORS & AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s A.K Meharia & Associates, Chartered Accountants, were appointed as statutory auditors of the Company till the conclusion of the 5lh AGM to be held in the year 2015, subject to ratification of their appointment at every AGM.

The Auditor of the company has not made any qualification, reservation or adverse remark or disclaimer in his report and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of (he Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, no complain had been received.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For and on Behalf of the Board

Registered Office: 29 NC, Block B,

New Alipore,

Kolkata- 700 053 . (Shankar Kumar Choudhary)

Dated : The 30th day of May, 2015 Managing Director


Mar 31, 2014

The Directors are pleased to submit their Directors' Reports for forth financial year of the Company ending as on 31.03, 2014, for the information of the Members of the Shree Ganesh Biotech (India ) Limited

1. PRERFORMANCE;

(in Rupees) Particulars Current year Previous year 2013-2014 2012-2013

1. Gross Sales 2,26,31,600 1,57,45,459

2. Depreciation 21,33,666 8,12,481

3. Profit/Loss before tax 16,64,865 40,56,393

4. Profit/loss after tax 16,54,865 40,56,393 And adjustment

Your Directors are pleased apprise the members that in spite of all round escalation of operating cost because of inflation, your Directors could achieve the profit for Rsl6,54,865/-during the under review.

DIRECTORS:

Mr. Soumen Das, Mr. Subhas P.Haralalka have resigned from the Board and Mr. Ratnesh Kumar Singh and Mr. Nikhil Murarka had joined the Board during the year under review.

TECHNOLOGY:

1) The Company maintains its own developed technology which is under close supervision and changes made with the demand as per market study.

2) The Company used electricity for Rs.523,044/- in the year under review.

3) Foreign Exchange:-

i) Expenditure in Foreign Exchange including Foreign & exhibition nil

ii) Foreign Exchange earrings from Export nil

AUDITORS' REPORT.

Auditors' Report to the members of the Company does not contain any qualification or adverse remark. Financial Statements and the notes thereon is self explanatory and need no further explanation.

AUDITOR:

The provisions of Companies Act 2013 and the applicable Rules provide that an Auditor/firm can be appointed as an auditor for two terms of five consecutive years only and that the period for which the auditor has held office prior to the commencement of the Act, that period shall be taken into account for calculating the period of ten years.

In compliance with the provisions of the Act M/S Padmasree & Associates may be appointed for a period of one (1), four(4) and three (3) years respectively in the ensuing Annual General meeting of the Company.

Your Board has obtained written consent from the aforesaid retiring Auditor for re-appointment and also certificate confirming that re-appointment, if made, shall be in accordance with the condition as prescribed under Section 134 and 141 of the Act and relevant Rules.

PRESONNEL:

Relation with employees continued to be cordial during year under review. There is no employee covered under Section 217 (2A) of the Companies Act. 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS RESPONSIBILITY STATEMENT;

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors of the Company hereby state the and confirm:

1.That in preparation of Annual Accounts for the period ending 31.03. 2014, applicable Accounting Standards have been followed along with this proper explanations relating to material departures;

2.That the Directors have selected such Accounting Policies and applied them constantly, and made Judgment and estimates that are reasonable and prudent. So as to give true and fair view of the state of affairs of the company at the end of financial period ended as on 31.03.2014 and the profit and loss accounts of the company for that period.

3.That directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with provision of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4.That the Directors had prepared the annual accounts on a going concern;

5, That Directors had furnished the disclosures with form MBP-1 under section 184 (1) of the Companies Act 2013 and also declared that none of company where they are director has defaulted under Sectionl64(2) (a) Companies Act 2013 and Rules of Rules of 2014.

AGM DETAILS:

Date of AGM : 28th. September 2012

Vanue 29NC, Block,-B, New Alipore, Kolkata-700053

Time; 3-30 PM

Book Closure 14th.September to 28th. September, 2012

Date of AGM : 30th. September 2013

Vanue 29NC, Block,-B, New Alipore, Kolkata-700053

Time; 3-30 PM

Book Closure 15th.September to 30th. September, 2013

Dematerialization of shares

The Company has engaged M/s. NICHE TECHNOLOGIES PVT. LTD, D-511, Bagree Market, 71, B.R.B, Basu Road, KOLKATA-700 001 as its RTA

Compliance officer:

Shri Shankar Kumar Choudhary, Director is the Compliance officer, under clause 47 of the listing agreement

Distribution of shares as on 31.03.2012 ****

RANGE NO. OF SHARE NO. OF EQUITY % HOLDER SHARE

1 TO 500 491 31550 01.7229

501 TO 1000 3 3000 5.1638

1001 TO 5000 2 6000 0.3277

5001 TO 10000 6 48000 2.6212

10001 TO 50000 8 143900 7.8582

50001 to 100000 0 0 0.000

100001 And above 7 1598750 87.3061

517 18,31,200 100.000

Listing with Stock exchange **

Calcutta Stock Exchange

Applied to BSE FOR TRADING

Share holding by Promoters, etc. category wise

Category No. of Share %

Promoters & Directors 506400 27.654

Relatives 580350 31.692

Body Corporate Nil Nil

Foreign Investors Nil Nil

Others 744450 40.654

Total 1831200 100.00

ACKNOWLEDGMENT:

Your Company extend thanks to Banks, clients and employees for their support in functioning of the business of the Company.

Kolkata For AND ON BEHALF OF THE BOARD

DIRECTORS

DATED

03.09.2014 S.K CHOUDHARY

DIRECTOR


Mar 31, 2013

The Directors are pleased to submit their Directors' Reports THIRD Financial year of the Company ending as on 31.03.2013. for the information of the Members of the Shrec Ganesh Biotech (India ) Limited

i. PERFORMANCE;

(in Rupees) Particulars Current year Previous year 2012-2013 2011-2012

1. Gross Sales 157,44,884 99,51,729

2. Depreciation 8,12,481 8,33824

3. Profit/Loss before tax 40,55,423 3187825

4. Prom/loss after tax 40,55,423 3187825 And adjustment

Your Directors are pleased to apprise the members that in spite of all round escalation of operating cost because of inflation, your Directors could achieve the profit for Rs.40,55,423/- during the under review.

DIRECTORS:

l)Mr.Soumen Das was appointed as a non executive Independent director by the Board. A notice has been received from a shareholder u/s 257 to the Companies Act, 1956 proposing his name as regular non- executive Independent Director of the Company

2) Mr. Ratnesh Kumar Singh was appointed as a non-executive Independent director by the Hoard. A notice has been received from a shareholder u/s 257 of the Companies Act, 1956 proposing his name as regular non- executive Independent Director of the Company

TECHNOLOGY:

1) The Company maintains its own developed technology which is under close supervision and changes made with the demand as per market stud).

2) The Company used electricity for Rs.230129/- in the year under review.

3) Foreign Exchange:-

i) Expenditure in Foreign Exchange including Foreign & exhibition nil

ii) Foreign Exchange earrings from Export nil

AUDITORS.

M/S Padmasree & Associates, Chartered Accountants be and are herein recommended for n appointment as the Auditors of the Company to hold the office till the conclusion of the Annual (General Meeting of the next year.

AUDITORS REPORTS:

The observation of Auditors" reports have been dealt in Financial Notes, forming part of the Annual Accounts.

PRESONNEL:

Relation with employees continued to be cordial during year under review. There is no employee covered under Section 217 <2A> of the Companies Act 1956. read with Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS RESPONSIBILITY STATEMENT;

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors of the Company hereby state the and confirm:

1. That in preperation of Annual Accounts for the period ending 31.03 2013, applicable Accounting Standards have been followed along with this proper explanations relating to material departures

2. That the Directors have selected such Accounting Policies and applied them constantly, and made Judgment and estimates that are reasonable and prudent So as to give true and fair view of the state of affairs of the company at the end of financial period ended as on 31.03.2013 and the profit and loss accounts of the company for that period.

3. That directors had taken proper and sufficient care for maintenance of adequate accounting- records in accordance with provision of the Companies Act, 1956. for safeguarding the assets of the company and for preventing and delecating fraud and other irregularities;

4. That the Directors had prepared the annual accounts on a going concern;

5. That Directors had furnished the disclosures with form 24A A and also declared that none of company where they are director has defaulted under Section 274(1) (g) of the Companies Act, 1956.

Shareholder/ investors Complaint:

The Company received no complaint from any shareholder/ investor

ACKNOWLEDGMENT:

Your Company extend thanks to Banks, clients and employees for their support in functioning of the business of the Company.

Kolkata;. For AND ON BEHALF OF HIE BOARD

DIRECTORS

DATED

02.09.2013 S.K. CHOUDHARY


Mar 31, 2012

The Directors are pleased to submit their Directors Reports for SECOND financial year of the Company ending as on 31.03, 2012 for the information of the Members of the Shree Ganesh Biotech (India) Limited

I. PRERFORMANCE;

(in Rupees) Particulars Current year Previous year (for Four Months) 2011-2012 2010-2011

1. Gross Sales 21085896 15773910

2. Depreciation 833824 881827

3. Profit/Loss before tax 3187825 2233300

4. Profit/loss after tax 3187825 2233300 And adjustment

Your Directors are pleased apprise the members that in spite of all round escalation of operating cost because of inflation, your Directors could achieve the profit for Rs J187825 during the under review.

DIRECTORS:

There is no change in the Board of Directors.

TECHNOLOGY:

1) The Company maintains its own developed technology which is under close supervision and changes made with the demand as per market study.

2) The Company used electricity for RS-114S56/- in the year under review.

3) Foreign Exchange:-

i) Expenditure in Foreign Exchange including Forcing & exhibition nil

ii) Foreign Exchange earrings from Export nil

AUDITORS.

M/S Padmasree & Associates, Chartered Accountants are hereby recommended for re-appointment ms the Auditors of the company to hold the office till the conclusion of the Annual General Meeting of the next year.

AUDITORS' REPORTS:-

To be observation of Auditors* reports have been dealt in Financial Notes, forming part of the Annual Accounts.

PRESONNEL:

Relation with employees continued to be cordial during year under review. There is no employee covered under Section 217 (2A) of the Companies Act. 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS RESPONSIBILITY STATEMENT;

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors of the Company hereby state the and confirm:

1.That in preparation of Annual Accounts for the period ending 31.03. 2012, applicable Accounting Standards have been followed along with this proper explanations relating to material departures;

2.That the Directors have selected such Accounting Policies and applied them constantly, and made Judgment and estimates that are reasonable and prudent. So as to give true and fair view of the state of affairs of the company at the end of financial period ended as on 31.03.2012 and the profit and loss accounts of the company for that period.

3.That directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with provision of the Companies Act, 1956, for safeguarding the assets of (be company and for preventing and detecting fraud and other irregularities;

4.That the Directors had prepared the annual accounts on a going concern;

5, That Directors bad furnished the disclosures with form 24AA and also declared that none of company where they are director has defaulted under Section 274(1) (g) of the Companies Act, 1956.

ACKNOWLEDGMENT:

Your Company extend thanks to Banks, client and employees for their supporting in functioning of the business of the Company.

Kolkata For AND ON BEHALF OF THE BOARD

DATED DIRECTORS

05.09.2012 S.K. CHOUDHARY

DIRECTOR

 
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