Directors Report of Shree Ganesh Remedies Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 30^th Annual Report of your Company together with the Audited Financial Statements for the year ended on 31^st March, 2025.

FINANCIAL PERFORMANCE

The summarized financial performance highlights are as mentioned below:				(A in Lakhs)
Particulars	Consolidated		Standalone
	For the year ended March 31, 2025	For the year ended March 31, 2024	For the year ended March 31, 2025	For the year ended March 31, 2024
Revenue From operations	10,859.65	12,589.54	10,859.65	12,589.54
Other Income	372.95	307.14	372.95	307.14
Total Income	11,232.60	12,896.68	11,232.60	12,896.68
Total Expenditure other than Financial Costs and Depreciation	6,938.46	8,408.94	6,938.45	8,408.95
Total Expenses	8,105.84	9,080.66	8,102.87	9,079.69
Profit before Depreciation, Finance Costs and Tax	4,294.14	4,487.74	4,294.15	4,487.74
Finance Costs	210.69	60.72	207.73	59.75
Depreciation and Amortization Expense	956.69	610.99	956.69	610.99
Profit/(Loss) for the year before Exceptional Items and Tax	3,126.76	3,816.03	3,129.73	3,817.00
Add/(Less) Exceptional Items	-	-	-	-
Profit before Extraordinary items and Tax	3,126.76	3,816.03	3,129.73	3,817.00
Extraordinary Items	-	-	-	-
Profit before Tax	3,126.76	3,816.03	3,129.73	3,817.00
Tax Expense:
Current Tax	804.68	933.37	804.68	933.37
Deferred Tax	15.24	71.86	15.24	71.86
Profit for the year	2,306.84	2,815.85	2,309.81	2,811.77
Notes:
1. There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

PERFORMANCE HIGHLIGHTS

Your Company has delivered yet another year of consistent and profitable growth. During the year, your Company has earned total income of Y 10,859.65 Lakhs (Previous year Y 12,589.54 Lakhs). Your Company continues to operate only in one segment i.e., Bulk Drug Intermediates, further there is no change in the nature of Business of the Company. After all the financial adjustments, the Company has earned a net profit after tax of Y 2,309.81 Lakhs.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements and every other document referred therein are available on website of the Company i.e. www.ganeshremedies. com. These documents are also 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.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013, Regulation 33 of the Listing Regulations, and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY 2024-25, together with the Auditors’ Report, form part of this Annual Report.

DIVIDEND

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2025.

TRANSFER TO RESERVES

Your Company proposes to transfer the amount of profit i.e. Y 2,309.81 Lakhs to the Reserve and Surplus Account.

DETAILS OF THE ASSOCIATES/JOINT VENTURE/SUBSIDIARIES COMPANIES

As on March 31, 2025 your Company had two wholly-owned subsidiaries namely Kamalam Foundation and SGRL USA Inc., your Company does not have any Associate or Joint Venture Company.

During the year, the Board of Directors reviewed the performance of the subsidiaries. Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Company’s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company.

The Company has formulated policy for determining "Material Subsidiaries”. The said policy can be accessed at www.ganeshremedies.com/financial-performance-presentation, As on March 31 2025, your Company did not have any Material Subsidiary.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

SHARE CAPITAL

The Authorized Share Capital of the Company stood at Y 15,00,00,000/- divided into 1,40,00,000 equity shares of Y 10/- each and 10,00,000 Preference Shares of Y 10/- each and the Subscribed and Paid-up Share Capital of the Company stood at Y 12,83,76,200 divided into 1,28,37,620 equity shares of Y 10/- each.

FORFEITURE OF EQUITY SHARES

The Board of the Company at its meeting held on September 28, 2024 approved the forfeiture of 9,578 partly paid-up equity Shares of Face value of Y 10/-each on which First and Final Call money remains unpaid from the concerned shareholders.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors’ Report.

CORPORATE GOVERNANCE

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors’ Report.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

VIGIL MECHANISM

Your Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Whistle blower policy of the Company has been uploaded on the website of the Company and can be accessed at https://www. ganeshremedies.com/investors

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted (1) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Fair Disclosure Code”) incorporating a policy for determination of "Legitimate Purposes” as per Regulation 8 and Schedule A to the said regulations and (2) "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons” as per Regulation 9 and Schedule B to the said regulations.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed there under.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to formulate annual action plan in pursuance of CSR policy and review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually. CSR policy of the Company, inter alia, provides for CSR vision of the Company including proposed CSR activities and its implementation, monitoring and reporting framework.

Projects approved by the board are disclosed on the website of the Company, During the year under review, your Company has spent R 51.38 Lakhs i.e., more than 2% of average net profit of last three financial years on CSR activities as per applicable statutory provisions.

Annual Report on CSR activities carried out by the Company during FY 24-25 is enclosed as Annexure-A to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and based on the information and explanations received from the Company, confirm that:

a) in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act 2013 and the rules made thereunder M/s. Chaudhary Shah & Associates LLP, Chartered Accountants, the Statutory Auditors of the Company were appointed in the Annual General Meeting ("AGM”) held on September 30, 2024 to hold office from conclusion of 29^th AGM till the conclusion of the 34^th AGM of the Company to be held in the year 2029. The Auditors have further confirmed that they are not disqualified from continuing as Auditors of your Company.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, (including any statutory modifications and reenactments thereof), your Company has maintained cost records in respect of its business activities and the same is required to be audited.

Your directors have, on the recommendation of the Audit Committee, appointed M/s M. I. Prajapati & Associates, Cost Accountants to audit the cost accounts of your Company for the financial year 202526. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members’ ratification for the remuneration payable to M/s M. I. Prajapati & Associates is included in the Notice convening the ensuing Annual General Meeting.

Cost Audit Report for the Financial year 2024-25 will be submitted to the Central Government in due course.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed Ms. Prachi Bansal of M/s. Prachi Bansal and Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for FY 2024-25. Secretarial Audit Report for FY 2024-25 is enclosed as Annexure-B to this report.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to approval of members being sought as the ensuing AGM, Ms. Prachi Bansal of M/s. Prachi Bansal and Associates, Practicing Company Secretaries has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the term of five consecutive financial years from FY 2025-26 till FY 2029-30.

M/s. Prachi Bansal and Associates has confirmed that they are not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company.

The Secretarial Audit Report of your Company does not contain any qualification, reservation or adverse remark.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, M/s. S N D K & Associates LLP was

appointed by the Board of Directors to conduct internal audit of the Company for the financial year 2024-2025.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly.

The effectiveness of internal controls is reviewed through the internal audit process. Reports of internal auditors are reviewed by Audit Committee of the Company from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Company’s operations in future.

BOARD EVALUATION

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the formal annual evaluation was carried out for the Board’s own performance, its Committees & Individual Directors.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the Individual Directors on the basis of criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, Code of conduct etc. In addition, the Chairman was also evaluated on the key aspect of his role.

In a separate meeting of Independent Directors, performance of non-independent Directors, performance of the board as a whole and performance of the Chairman was evaluated. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and Individual Directors was also discussed. Performance evaluation of Independent Director''s was done by the entire Board, excluding the Independent Directors being evaluated.

RELATED PARTIES TRANSACTIONS

All related party transactions entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website and the same can be accessed at www.ganeshremedies. com/investors the details of the transactions with Related Party are provided in the accompanying financial statements.

MEETINGS OF THE BOARD

The Board of Directors met 9 (Nine) times during the financial year. Details of meetings are given in the Corporate Governance Report annexed herewith and forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Parth Chandulal Kothia is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year under review no changes took place in the Directors and KMP of the Company. However, after the closure of Financial year on recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its Meeting held on August 08, 2025 approved the appointment of Ms. Shruti Sohane as an additional director (Independent) under section 161 of the Companies Act, 2013 w.e.f. August 08, 2025, who shall hold office upto the date of ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160 of the Companies Act, 2013 from a member proposing her appointment as Director. She is proposed to be appointed as an Independent Director for a period of five years i.e., to hold office upto August 07, 2025. The Board of Directors proposes to regularize her appointment by way of passing special resolution.

The requisite particulars in respect of director seeking Appointment/Re-appointment are given in Notice convening the Annual General Meeting.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report.

Independent Director Declaration:

Your Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors’ Databank maintained with the Indian Institute of Corporate Affairs (‘IICA’) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

CHANGES IN KEY MANAGERIAL PERSONNEL

During the year under review, there were no changes in the Key Managerial Personnel of the Company.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013. details of which needs to be mentioned in this Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2025 is available on the Company’s website at www.ganeshremedies.com.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs) at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs include external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. Your Company has zero tolerance on sexual harassment at the workplace. The ICs also

work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo mandatory training on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act. The Company remains committed to supporting working mothers and promoting a gender-inclusive workplace.

PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-C to this report.

The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report.

Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information

is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the Registered Office of the Company or e-mail to [email protected]

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014 as amended from time to time, particulars relating to conservation of Energy, R & D, Technology absorption and Foreign Exchange earnings/outgo are annexed to this Report as Annexure-D.

ACKNOWLEDGMENTS

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. Your directors place on records their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of your Company.

Your directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government Departments, their Local Authorities and other agencies working with the Company for their guidance and support.

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Mar 31, 2024

Your directors have pleasure in presenting the 29^th Annual Report of your Company together with the Audited Financial Statements for the year ended on 31^st March, 2024.

Financial Performance

The summarized financial performance highlights are as mentioned below:

(Rs in Lakhs)
	Consolidated*	Standalone
Particulars	For the year ended March 31, 2024	For the year ended March 31, 2024	For the year ended March 31, 2023
Revenue From operations	12,589.54	12,589.54	9,135.76
Other Income	306.70	306.70	71.69
Total Income	12,896.24	12,896.24	9,207.45
Total Expenditure other than Financial Costs and Depreciation	8408.50	8408.50	6,971.50
Total Expenses	9,080.21	9,079.24	7,183.69
Profit before Depreciation, Finance Costs and Tax	4,487.74	4,487.74	2,415.95
Finance Costs	60.72	59.75	18.02
Depreciation and Amortization Expense	610.99	610.99	374.17
Profit / (Loss) for the year before Exceptional Items and Tax	3,816.03	3,817.00	2,023.76
Add / (Less) Exceptional Items	-	-	-
Profit before Extraordinary items and Tax	3,816.03	3,817.00	2,023.76
Extraordinary Items	-	-	-
Profit before Tax	3,816.03	3,817.00	2,023.76
Tax Expense:
Current Tax	933.37	933.37	525.78
Deferred Tax	71.86	71.86	(20.47)
Profit for the year	2,810.80	2,811.77	1,518.45
* As your company did not had any subsidiary company in previous financial year, your Company has not prepared the consolidated financial statements in previous financial year.

Note:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

PERFORMANCE HIGHLIGHTS

Your Company has delivered yet another year of consistent and profitable growth. During the year, your company has earned total income of Rs. 12,589.54 Lakhs (Previous year Rs. 9,135.76 Lakhs). Your Company continues to operate only in one segment i.e., Bulk Drug Intermediates, further there is no change in the nature of Business of the Company. After all the financial adjustments, the company has earned a net profit after tax of Rs. 2,811.77 Lakhs.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements and every other document referred therein are available on website of the Company i.e.

www.ganeshremedies.com These documents are also 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.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013 and Regulation 33 of the Listing Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY 2023-24, together with the Auditors'' Report, form part of this Annual Report.

DIVIDEND

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2024.

TRANSFER TO RESERVES

Your Company proposes to transfer the amount of profit i.e., Rs. 2,811.77 Lakhs to the Reserve and Surplus Account.

DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMPANIES

As on March 31, 2024 your company had two wholly owned subsidiaries namely Kamalam Foundation (a Section 8 Company) and SGRL USA Inc. Your company does not have any associate or Joint Venture Company. During the year, the Board of Directors reviewed the performance of the subsidiaries.

The statement containing salient features of the financial statement of each Subsidiary Company including contribution of each subsidiary to the overall performance of the Company and in terms of the revenue and profit in the prescribed format Form AOC-1 as per Companies (Accounts) Rules, 2014 is attached to the financial statements of the Company.

RIGHTS ISSUE OF EQUITY SHARES

The Company had issued 8,40,471 equity shares of face value of Rs. 10/- each on right basis (‘Rights Equity Shares''). In accordance with the terms of Rights Issue Rs. 135/- i.e. 60% of the Issue Price per Right Equity Share was received from the applicants on application and partly paid equity shares were allotted on February 28, 2023.

The Right''s Issue Committee of the Board of Directors made the ‘First and Final call'' of Rs. 90/- per Rights Equity Share on January 25, 2024. As on March 16, 2024 the Rights Issue Committee has approved the conversion of 8,30,893 partly-paid up shares upon receipt of an amount of Rs. 747.80 lakhs towards ‘First and Final call''. The call money on 9,578 shares remains unpaid. The equity shares so converted rank pari passu with the existing equity shares of the Company.

Consequently, the Authorized Share Capital of the Company stood at Rs. 15,00,00,000/- divided into 1,40,00,000 equity shares of Rs. 10/- each and 10,00,000 Preference Shares of Rs. 10/- each and the Subscribed and Paid-up Share Capital of the Company stood at Rs. 12,84,33,668 divided into 1,28,37,620 equity shares of Rs. 10/- each and 9,578 equity shares of Rs. 10/- each (Rs. 6/- paid up).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors'' Report.

CORPORATE GOVERNANCE

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors'' Report.

During the year under review, your company has complied with the applicable Secretarial Standards. FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed there under.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, your Company has provided loans and has made investments, however has not given any corporate guarantee or provided any security to any other body corporate, subsidiary, associate or any other company.

The particulars of loans and investments made during the year under review are disclosed in the financial statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In accordance with the provisions of section 135 of the Companies Act, 2013 and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors and framed a CSR Policy. The role of the Committee is to review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually.

Annual Report on CSR activities carried out by the Company during FY 2023-24 is enclosed as Annexure - A to this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and based on the information and explanations received from the Company, confirm that:

a) in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS Statutory Auditors

Bansi S. Mehta & Co., Chartered Accountants (FRN: 100991W), were appointed as the Statutory Auditors of the Company for the term of 5 (five) consecutive years to hold office from the conclusion of 28^th AGM till the conclusion of 33^rd Annual General Meeting of the Company. However after the closure of financial year Bansi S. Mehta & Co., Chartered Accountants (FRN: 100991W), vide their letter dated August 14, 2024 have resigned from the position of Statutory Auditors of the Company, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013, Further, the Board of Directors at its meeting held on August 30, 2024, as per the recommendation of the Audit Committee and pursuant to the provisions of Section 139(8) of the Companies Act, 2013, have appointed M/s. Chaudhary Shah & Associates LLP, Chartered Accountants, (Firm Registration No. 006212C/W100789), to hold office as the Statutory Auditors of the Company till the conclusion of this 29^th AGM and have also recommended their appointment for the further period of 5 years from conclusion of 29^th AGM till the conclusion of the 34^th AGM of the Company to be held in the year 2029.

The Auditors'' Report does not contain qualification remark and the Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors has appointed M/s. Prachi Bansal and Associates, Practicing Company Secretary, Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2023-24. The report submitted by the Secretarial Auditor in Form MR-3 is attached to this report as Annexure - B.

The Secretarial Audit Report of your company does not contain any qualification remark and the statements referred to in the Report are self-explanatory and do not call for any further comments.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, M/s. S N D K & Associates LLP was appointed by the Board of Directors to conduct internal audit of the Company for the financial year 2023-2024.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly.

The effectiveness of internal controls is reviewed through the internal audit process. Reports of internal auditors are reviewed by Audit Committee of the Company from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Company''s operations in future.

BOARD EVALUATION

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the formal annual evaluation was carried out for the Board''s own performance, its committee & Individual directors.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the Individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, Code of conduct etc. In addition, the Chairman was also evaluated on the key aspect of his role.

In a separate meeting of Independent Directors, performance of non-independent Directors, performance of the board as a whole and performance of the Chairman was evaluated. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of Independent Director''s was done by the entire Board, excluding the Independent Directors being evaluated.

RELATED PARTIES TRANSACTIONS

All related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and the same can be accessed at www.ganeshremedies.com/investors the details of the transactions with Related Party are provided in the accompanying financial statements.

MEETINGS OF THE BOARD

The Board of Directors met 9 (Nine) times during the financial year. Details of meetings are given in the Corporate Governance Report annexed herewith and forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr. Gunjan Chandulal Kothia is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Jayesh Kishanlal Savjani and Ms. Vaishaliben Vadodariya, Independent Directors of the Company have resigned from the directorship of the Company w.e.f. November 10, 2023.

At the 28^th Annual General Meeting held on September 18, 2023, the members have approved appointment of following Directors:

• Mr. Maulikkumar Sudani (DIN 06464415) as an Independent Director for a term of five years w.e.f July 31, 2023.

• Ms. Parulben Sahani (DIN 10198882) as an Independent Director for a term of five years w.e.f July 31, 2023.

The requisite particulars in respect of Directors seeking re-appointment are given in Notice convening the Annual General Meeting.

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (‘IICA'') in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report.

CHANGES IN KEY MANAGERIAL PERSONNEL

During the year under review, there were following changes in the Key Managerial Personnel of the Company

• Mr. Sunnykumar Narwani, Company Secretary and Compliance officer of the Company has resigned w.e.f. March 15, 2024 and pursuant to the provisions of section 203 of the Companies Act, 2013 and applicable provisions of listing regulations, the Company has appointed Mr. Aditya Patel as Company Secretary and Compliance officer of the Company w.e.f. March 15, 2024.

REPORTING OF FRAUD:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2024 is available on the Company''s website at www.ganeshremedies.com.

VIGIL MECHANISM

Your Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Whistle blower policy of the Company has been uploaded on the website of the Company and can be accessed at Whistle Blower Policy

PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-C to this report.

The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report.

Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the Registered Office of the Company or e-mail to [email protected]

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to provide a safe and conducive work environment to its employees.

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014 as amended from time to time, particulars relating to conservation of Energy, R & D, Technology absorption and Foreign Exchange earnings / outgo are annexed to this Report as Annexure-D.

ACKNOWLEDGMENTS:

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. Your directors place on records their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of your Company.

Your directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government Departments, their Local Authorities and other agencies working with the Company for their guidance and support.

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Mar 31, 2018

To, The Members, Shree Ganesh Remedies Ltd. Dear Shareholders,

The Directors have pleasure in presenting TWENTY THIRD ANNUAL REPORT alongwith Audited Statement of Accounts of the Company for the year ended 31st March, 2018. '' in Lacs)

Particulars	AS AT 31 MARCH 2018		AS AT 31 MARCH 2017
Sales Income including other income	2,924.57	2,032.49
Less : Expenditure	2,213.50	1,583.04
Earning before interest, Dep. & Tax	711.07	449.45
Less : Depreciation	59.60	54.52
Earning before interest & Tax	651.47	394.93
Less : Interest	3.90	0.29
Profit before Tax	647.57	394.63
Provision for Tax	176.59	131.36
Provision for deferred Tax	2.24	(0.56)
Prior period adjustment	Nil	Nil
Profit carried forward from previous year	1,472.64	1,215.55
Written of Assets as per companies Act 2013	Nil	6.75
Dividends Issue	106.34	Nil
Bonus share issue	549.61	Nil
Profit transfer to Balance sheet	1,285.42	1,472.64

Operational Overview

Your Company delivered yet another year of consistent and profitable growth. During the year the company has earned total income of Rs. 27,26,12,194.32/- (Previous year Rs.19,85,87,534). The Company continues to operate only in one segment i.e. pharmaceuticals intermediates and there is no change in the nature of Business of the Company. After all the financial adjustments, the company has earned a net profit after tax of Rs..4,68,73,336.67/- (Four Crore Sixty Eight Lacs Seventy Three Thousand Three Hundred Thirty Six Only).

Your Company is in process of acquisition of a Plot in GIDC to expand its production capacity. This acquisition is very strategic and will lead the Company to greater heights of production Capacity.

Launch Of New Products

Your company is keen on developing and manufacturing new products. For this, your company has already applied for for environment clearance to the respective departments.

Dividend

Your Directors have recommended a Final Dividend of Rs..1 (i.e. 10%) per equity share for the financial year ended 31st March, 2018 subject to approval of members in the ensuing Annual General Meeting. The final dividend will absorb Rs.1,08,48,594/- including Dividend Distribution Tax of Rs.18,77,238/-.during the year under review.

Reserves

The amount of profit of Rs.4,68,73,336.67/- is transferred to the Reserve and Surplus Account

Review Of Business Operations And Future Prospects

The company has accumulated profits at the end of the Financial Year. In order to improve the performance further, the Company continues its focus on cost efficiencies, improving product quality and developing capabilities for servicing the stringent requirements of customers.

Your Company has boosted its sales and thus the profitability by increasing the production capacity by installing new machines for forward and backward integration. This has helped us to tap the big names in the industry and there after building up our customer range. Our focus is on optimal utilization of resources, less cost and more profit.

Details Of The Associates/ Joint Venture / Subsidiaries Companies

The company does not have holding or subsidiary companies during the year and no other company has become holding / subsidiary/ joint venture.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the company and its future operation.

Share Capital Structure

The Issued, Subscribed and Paid-up equity share capital as on 31st March, 2018 was Rs. 8,97,13,560 divided into 89,71,356 shares of Rs.10/- each. There were following Allotments made during the year. During the year under review the Company has made the Bonus Issue of the 54,96,130 Equity Shares and 23,76,000 shares were allotted pursuant to Initial Public Offer.

Meetings Of The Board

The Board met seven times during the financial year. Details of meetings are given in the Corporate Governance Report annexed herewith and forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Public Deposit

The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year.

Regulatory Statement

In conformity with provision of Regulation 34of SEBI (LODR), Regulations 2015, the required disclosures for the year ended 31.03.2018 are annexed hereto. The equity shares of the Company are listed on the BSE Ltd on SME platform.

Declaration By Independent Directors

The Company has received necessary declarations from each Independent Director of the Company confirming that he/she met with the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Diversity

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Company follows diverse Board structure.

Board Evaluation

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the formal annual evaluation was carried out for the Board''s own performance, its committee & Individual directors.

The performance of the Board was evaluated by the Board after seeking inputs from the Directors on the basis of the criteria such as the Board Composition and structures, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspect of his role.

In a separate meeting of independent Directors, performance of non-independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of Independent Director''s was done by the entire Board, excluding the Independent Directors being evaluated.

Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, particulars relating to conservation of Energy, R & D, Technology absorption and Foreign Exchange earnings / outgo are separately provided in the annexure to the Directors'' Report as Annexure - 1.

Dematerialisation Of Securities

Your Company''s Equity shares are admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has signed tripartite Agreement through Registrar and Share Transfer Agent M/s Big share Services Pvt. Ltd. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE414Y01015. Total Share dematerialized up to 31st March 2018 were 85,33,998 which constitute 95.12% of total capital. Your Directors request all the shareholders to dematerialize their shareholding in the company as early as possible.

Health, Safety And Environment

Safety and occupational health responsibilities are integral to your Company''s business process. Safety is a key performance indicator and your Company is committed to ensuring zero harm to its employees, to any person in the Company premises and to the community. The Company is continuously focusing on improved training, new initiatives and communications enhancing safety in the work place. Apart from safety initiatives, your Company is also focusing on environment protection policy.

The Company has obtained necessary approvals from concerned Government Department / Pollution Control Board.

Directors Retiring By Rotation

Mr. Hasmukh Manubhai Kothia shall retire by rotation at the ensuing Annual General Meeting as per provisions of Law. He is eligible for reappointment and has offered himself for directorship of the company. Your directors recommend for his reappointment.

Change Of Directors

Mr. Priyam Surendra Shah (DIN: 06858411) and Vaishaliben Kanjibhai Vadodariya (DIN: 08061214) were appointed as Additional Independent Director of the Company to hold office upto the date of ensuing Annual General Meeting.

Your Company has received notices from shareholders proposing the candidature of Mr. Priyam Surendra Shah (DIN: 06858411) and Vaishaliben Kanjibhai Vadodariya (DIN: 08061214) for appointment as Director at the ensuing Annual General Meeting.

During the year under review Mr. Jayesh Kishanlal Savjani was appointed as Director of the Company and Mr. Surendra N. Shah and Ms. Pooja Chandrakant Koladiya had resigned during the year.

Director''s Responsibility Statement

Pursuant to the requirement under section 134(3)(C)of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1 In the preparation of the annual accounts for the financial year ended 31st March 2018 as far as possible and to the extent, if any, accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards have been followed along with proper explanation relating to material departure;

2 The Directors 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 profit and loss account of the Company for that period;

3 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;

4 The Directors have prepared the annual accounts on a going concern basis; anc

⁵ The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively

6 The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Appointment Of Directors And Criteria For Determining Qualifications, Positive Attributes, Independence Of A Director

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of your Company. The NRC reviews and meets potential candidates, prior to recommending their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee. The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and the SEBI Listing Regulations, 2015 as stated under:

Independence: A Director will be considered as an ''Independent Director'' if he / she meets with the criteria for ''Independence'' as laid down in the Act, Regulation 16 of the SEBI Listing Regulations and the Governance Guidelines.

Competency: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is ensured that the Board comprises a mix of members with different educational qualifications, knowledge and who possess adequate experience in banking and finance, accounting and taxation, economics, legal and regulatory matters, consumer industry, hospitality sector and other disciplines related to the company''s businesses.

Additional Positive Attributes:

^(a) The Directors should not have any other pecuniary relationship with your Company, its subsidiaries, associates or joint ventures and the Company''s promoters, except as provided under law.

^(b) The Directors should maintain an arm''s length relationship between themselves and the employees of the Company, as also with the directors and employees of its subsidiaries, associates, joint ventures, promoters and stakeholders for whom the relationship with these entities is material.

(c) The Directors should not be the subject of proved allegations of illegal or unethical behavior, in their private or professional lives.

(d) The Directors should have the ability to devote sufficient time to the affairs of your Company.

Remuneration Policy

Your Company had adopted a Remuneration Policy for the Directors, KMP and other employees, pursuant to the provisions of the Act and the SEBI Listing Regulations.

The key principles governing your Company''s Remuneration Policy are as follows:

Remuneration to Managing Director / Whole-time Directors

(_a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

(b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole time Directors.

Remuneration to Non- Executive / Independent Directors

(a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

(b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

^(c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

(d) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

(i) The Services are rendered by such Director in his capacity as the professional; and

(ii) In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

Remuneration to Key Managerial Personnel, Senior Management and other employees

The remuneration to Key Managerial Personnel, Senior Management and other employee shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company''s Policy

Particulars Of Employees

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - 2 to this report.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2017-18.

Details Of Related Parties Transactions Pursuant To Section 188(1) Of The Companies Act, 2013

The Company is not entering into related parties transactions for sale/purchase of goods or services at preferential prices. However, all the transactions in the nature of sales/purchase of goods or services are made on arm''s length basis. The same were reported to the Board at every meeting and Board took a note of the same and approved. Other details for inter corporate financial transactions or remuneration and other benefits paid to directors, their relatives, key managerial personnel etc. are given as per requirements of AS 18.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 information pertaining to related parties are given in Form AOC-2below Annexure - 3.

Details Of Loans, Guarantees And Investments U/S 186 Of The Companies Act, 2013

During the year under review the Company has not made any inter corporate loans, investments, given any corporate guarantee to any other body corporate, subsidiary, associate or any other company.

Auditors

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors has appointed M/s Dipali Kapadia &Associates., Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2017-18. The report submitted by the Secretarial Auditor in Form MR-3 is attached to this report as Annexure - 4. The remark of secretarial auditor is self explanatory in nature.

Statutory Auditors

The Board of Directors recommends appointment of M/s. Rushik J Patel & Co., Chartered Accountants (Firm Registration No: 135751W) as Statutory Auditors of the Company in place M/s. S RM B & Co, Chartered Accountants, who has tendered the letter of unwillingness to continue as the Statutory Auditor of the Company. The Board of Directors of the Company at its meeting held on August 24, 2018 have appointed M/s. S R M B & Co. Chartered Accountants (Firm Registration No: 141679W) as Statutory Auditors of the Company, subject to approval of shareholders at ensuing Annual General Meeting, to hold office from the conclusion of 23rd Annual General Meeting till the conclusion of 27th Annual General Meeting.

The Board recommends to the members of the Company approval of appointment M/s. Rushik J Patel & Co., Chartered Accountants (Firm Registration No: 135751W) as the Statutory Auditors of the Company. Your Company has received a letter from M/s. Rushik J Patel & Co., Chartered Accountants (Firm Registration No: 135751W) to the effect that their appointment, if made, would be under the second and third proviso to Section 139 (1) of the Companies Act, 2013 and that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014.

The Auditors'' Report does not contain any qualification, reservation or adverse remark

Extract Of Annual Return

In compliance with Section 134(3)(a) of the Act, an extract of Annual Return in the prescribed format is appended to this report as Annexure - 5.

Management Discussion And Analysis Report

Management discussion and perceptions on existing business, future outlook of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained separately Annexure - 6.

Corporate Governance

As required by the SEBI Listing Regulations the report on Corporate Governance as well as the Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report. All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2017-18. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report. The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under the Listing Regulations. The abovementioned Corporate Governance Report is annexed to this Report as Annexure —7.

Insurance

The Fixed Assets and Stocks of your Company are adequately insured.

Significant And Material Orders

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Company''s operations in future.

Internal Control System

Your Company has in place an adequate system of internal controls. The effectiveness of internal controls is reviewed through the internal audit process. Reports of internal auditors are reviewed by management and Audit Committee of the Company from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

The focus of these reviews is as follows:

a Identify weaknesses and areas of improvement

b Compliance with defined policies and processes

c Safeguarding of tangible and intangible assets

d Management of business and operational risks

e Management of business and operational risks

f Compliance with applicable statutes

Risk Management

Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly.

Corporate Social Responsibility (CSR) Initiatives

The net profit for the year ended 31st March 2018 does not exceeds Rupees Five Crores. Therefore, Section 135 of the Companies Act, 2013 does not apply.

Material Changes And Commitments

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

Green Initiative

As the Act permits paperless compliances and as a measure of green initiative, we appeal to all those members who have not registered their e-mail addresses so far are requested to register their e-mail address in respect of electronic holding with their concerned Depository Participants and/or with the Company.

Appreciation

Your Directors place on record their sincere appreciation for the valuable support and co-operation as received from Government Authorities, Financial Institutions, Banks and all stake holders during the year. Directors are also thankful for the support extended by Customers, Suppliers and contribution made by the employees at all level. Directors would also like to acknowledge continued patronage extended by Company''s shareholders in its entire endeavor.

On Behalf Of The Board Of Directors

For, Shree Ganesh Remedies Limited

Director -Sd/- Place: Ankleshwar

Director -Sd/- 24th August 2018