Market & News

Dear Members,

Your Directors present herewith, the Ninth Annual Report on the business & operations of the Company together with the Audited Financial Statements for the year ended March 31, 2023.

1. Financial Results

A summary of the standalone and consolidated financial performance of the Company for the financial year ended March 31, 2023, as compared to the previous year is summarised below: (`in lakhs)

2. Financial Performance and State of afiairs of the Company

During the Financial Year 2022-23, the standalone Gross Revenue from Operations was Rs. 1,363.39 lakhs (Previous Year: Rs. 790.77 lakhs). The Profit stood at Rs. 977.98 lakhs (Previous Year: Rs. 690.38 lakhs) registering a satisfactory growth.

The Consolidated Gross Revenue from operations for FY 2023 was Rs. 4,123.51 lakhs (Previous Year: Rs. 3427.75 lakhs). The Consolidated profit stood at Rs. 974.69 lakhs (Previous Year: Rs. 799.49 Lakhs). The Board of Directors has not recommended payment of dividend.

There is no change in the nature of business of the Company.

During the year, no significant or material orders passed by any regulator, court or tribunal impacting the Company's operation in future. There are no other material changes and commitments aflecting the financial position of the Company which have occurred between the end of the financial year i.e. March 31, 2023 and the date of this report.

Details on the state of aflairs of the Company are covered in the Management Discussion and Analysis Report attached to this Report and marked as ‘Annexure A'.

3. Share Capital

As on March 31, 2023, the Authorized Share Capital of the Company stood at Rs. 35,00,00,000/- (Rupees thirty five crore) divided into 30,500,000 (Three crores five lakhs) Equity Shares of Rs. 10/- (Rupees ten) each; 450,000 (Four Lakhs Fifty thousand) Preference Shares of Rs.100/- each and there is no change in the authorised capital during the year.

During the year under review, the Board of Directors vide its resolution dated June 01, 2022 has redeemed in full the 2,40,000 8.5% Non-Convertible Cumulative Redeemable Preference Shares (‘NCCRPS') of Rs. 100/- (Rupees One Hundred) each, aggregating to Rs. 2,40,00,000/- (Rupees Two Crore Forty Lakhs) along with accrued dividends thereon.

The Issued and Subscribed Share Capital of your Company, as on 31st March, 2023, stands at Rs.10,00,36,870/- divided into 10,003,687 Equity Shares of Rs. 10/- each.

4. Subsidiary, Associate and Joint Venture

As on March 31, 2023, the Company has one subsidiary viz. Cinnatolliah Tea Limited. The Company has formulated a policy for determining material subsidiaries in line with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'). The said Policy is being disclosed on the Company's website at the web-link http://www.birla-sugar.com/Assets/Ganges/ Ganges-Securities-Policy-on- Determination-of-Materiality.pdf.

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of subsidiary is given in Form AOC-1 which forms part of this Report and marked as ‘Annexure - ‘B'.

Except the above, no other body corporate has become or ceased to be a subsidiary, joint venture or associate company during the year.

5. Directors

The Board of Directors comprises of 5 (five) Non-Executive Directors having experience in varied fields and a Managing Director. Out of five Non- Executive Directors, three are Independent Directors. Mrs. Nandini Nopany is the Non-Executive Chairperson of the Company.

In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association, Mr Brij Mohan Agarwal [DIN: 03101758], retires by rotation at the forthcoming Annual General Meeting and being eligible oflers himself for re-appointment.

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) & (7) of the Companies Act, 2013 (the ‘Act') and Regulation 25 of the ‘Listing Regulations' Declarations have also been received by all the appointed Independent Directors of the Company with regard to registration on the databank of Independent Directors maintained by the Indian Institute of Corporate Aflairs, Manesar (Haryana) in accordance with the provisions of Section 150 of the Act. The Board of Directors is of the opinion that the Independent Directors are persons of integrity with high level of ethical standards, they possess requisite expertise and experience for appointment as Independent Director of the Company. In accordance with Regulation 17(1A) of the Listing Regulations, consent of the shareholders has been accorded by way of Special Resolution for continuation of directorship of Mrs Nandini Nopany and Mr Arun Kumar Newar beyond the age of 75 (seventy-five) years, as they would attain the said prescribed age limit during the during the midst of their term.

A certificate obtained by the Company from a company secretary in practice, confirming that none of the Directors on the Board of Directors of the Company have been debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India /Ministry of Corporate Aflairs or any such statutory authority, is enclosed as Annexure flCfl to this Report.

In pursuance of the provisions of the Act and according to Regulation of 25(3) of the Listing Regulations, Performance Evaluation Criteria has been laid down for eflective evaluation of performance of the Board of Directors, the Committees thereof and individual Directors including the Chairperson of the Company. After detailed discussion at Board level as well as taking input from each Director, the Nomination and Remuneration Committee finalized the proformas / questionnaires containing various parameters to evaluate the performance of Board and its committee(s), Individual Directors and Chairperson of the Company. The performance evaluation parameters are based on their roles and responsibilities, contribution to the Company's goals, decision making process, ffow of information and various other aspects. The evaluation of performance of the Board as a whole, Committees of the Board, Individual Directors and Chairperson of the Company was carried out for the Financial Year 2022-23.

Further, the Independent Directors at their separate meeting reviewed the performance and role of non-independent directors and the Board as a whole and Chairperson of the Company. Further, the IDs at their meeting have also assessed the quality, quantity and timeliness of ffow of information between the Company management and the Board that was necessary for the Board to eflectively and reasonably perform their duties.

Other information on the Director(s) including required particulars of Directors retiring by rotation is provided in the Notice convening the Annual General Meeting.

6. Key Managerial Personnel

The following directors / executives of your Company are whole-time Key Managerial Personnel (KMPs) as on 31st March, 2023 in accordance with the provisions of Section 203 of the Act 2013: Mrs Urvi Mittal – Managing Director

Mr. Vikash Goyal – Chief Financial Officer;

Ms. Vijaya Agarwala – Company Secretary

All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to Directors & employees of the Company and a declaration to the said eflect by the Managing Director is made part of Corporate Governance Report which forms part of this report. All Directors have confirmed compliance with the provisions of Section 164 of the Act. The Code is available on the Company's website at the web link- http://birla-sugar.com/Assets/Ganges/ Ganges-Securities-Code-of_Conduct. pdf

7. Familiarisation Programme

Periodic presentations are made at the Board Meetings with respect to business performance and updates on business strategy of the Company. The details of the familiarization programme (other than through meeting of Board and its Committees) imparted to Independent Directors is uploaded on the website of the Company and available at the weblink- http://www.birla-sugar.com/Assets/ Ganges/Familiarisation_Programme_for_ Independent_Director_-_Ganges_Securities_Limited.pdf

The details of the training and familiarization program are provided in the Corporate Governance report. Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/ her role, duties and responsibilities. The format of such letter of appointment is available at the website of the Company at http://www.birla-sugar.com/Assets/Ganges/Terms-and-conditions-of- appointment-of-Independent-Directors2.pdf

8. Policy on Directors' appointment and remuneration

The policy of the Company is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management.

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management of the Company. The Policy, inter-alia, includes the appointment criterion & qualification requirements, process for appointment & removal, retirement policy and remuneration structure & components, etc. of the Directors, KMP and other senior management personnel of the Company. As per the Remuneration Policy, a person proposed to be appointed as Director, KMP or other senior management personnel should be a person of integrity with high level of ethical standards.

We affrm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company and that there has been no change in this policy during the year under review and a copy of the said Policy is available at the website of the Company at the weblink http://www.birla-sugar.com/Assets/Ganges/Remuneration-Policy_Ganges.pdf.

9. Meetings of the Board

A calendar of Meeting is prepared and circulated in advance to the Directors. The Board evaluates all the decisions on a collective consensus basis amongst the Directors. The intervening gap between Meetings was within the period prescribed under the Act. During the financial year ended March 31, 2023, 6 (six) Meetings of the Board of Directors of the Company were held. The details of the Board Meetings held during the financial year 2022-23 have been furnished in the Corporate Governance Report forming part of this Annual Report.

The Company has complied with the applicable Secretarial Standards prescribed under Section 118(10) of the Act.

As on March 31, 2023, there are three Board constituted Committees viz: as Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The details of the terms of reference, number and dates of meetings held, attendance of the Directors and remuneration paid to them are separately provided in the Corporate Governance Report, which forms an integral part of this Report.

During the year under review, the Company has not given any corporate guarantees covered under the provisions of Section 186 of the Act. Details on particulars relating to investments/loans under Section 186 of the Act are provided in notes to the Financial Statements.

All related party transactions entered into during the financial year, if any, were on an arm's length basis and in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential con$ict with the interest of the Company at large.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable. The details of related party transactions are set out in the notes to the Financial Statements.

The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions and accordingly all Related Party Transactions are placed before the Audit Committee as also the Board for approval. The said Policy is available on the Company's website at the weblink http://www.birla-sugar.com/Assets/Ganges/Ganges-Securities- Related-Party-Transaction-Policy.pdf The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties.

The Company has not accepted any deposits from the public and as such there are no outstanding deposits within the meaning of the provisions of Section 73 of the Act, read with Companies (Acceptance of Deposit) Rules 2014. There was no public deposit outstanding as at the beginning and end of the financial year 2022-23.

Business Risk Evaluation and Management is an ongoing process within the organization. The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities. The Company has in place adequate internal financial controls with reference to the Financial Statements. During the year, such controls were reviewed and no reportable material weakness was observed.

The Audit Committee reviews the adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Company has established a vigil mechanism and adopted whistle blower policy, pursuant to which whistle blowers can report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct policy.

The mechanism provides adequate safeguards against victimization of persons who use this mechanism. The said Policy can be accessed on the Company's website at the web link http://www.birla-sugar.com/Assets/Ganges/Ganges-Securities-Whistle-Blower-Policy.pdf During the year, there was no instance of fraud, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed there under.

Your Directors strive to maintain highest standards of Corporate Governance. The Corporate Governance Report for the Financial Year 2022-23 is attached as ‘Annexure D' to this Report. The declaration of the Managing Director confirming compliance with the ‘Code of Conduct' of the Company Report and Auditor's Certificate confirming compliance with the conditions of Corporate Governance are enclosed as ‘Annexure E' and ‘Annexure F' to this Report respectively.

Pursuant to the provisions of Section 134(3) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in prescribed Form MGT-7 for the financial year ended March 31, 2023 is uploaded on the website of the Company at http://www.birla-sugar.com/Ganges-Shareholders-Info/Ganges-Annual-Return.

M/s. J K V S & CO., Chartered Accountants, having Firm Registration No. 318086E, were appointed as Statutory Auditors at the 8th Annual General Meeting (AGM) of the Company, to hold offce for a term of 5 (five) years from the conclusion of 8th AGM till the conclusion of the 13th AGM. They have confirmed that they are not disqualified from continuing as Auditors of the Company. The Report given by the Auditors on the financial statement of the Company forms part of this Report. 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 or adverse remark.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Messrs Vinod Kothari & Company, Practising Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report is annexed herewith as ‘Annexure G1' and is self- explanatory and does not call for any further comments. In addition to the above, pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Report of the material unlisted subsidiary of the Company viz., Cinnatolliah Tea Limited forms part of this Report and are marked as ‘Annexure –G2'. c. Internal Auditor Pursuant to the provisions of Section 138 of the Act, and the Companies (Accounts) Rules, 2014, your Company has, on the recommendation of the Audit Committee re-appointed Messrs M Parasrampuria & Co., Chartered Accountants to conduct Internal Audit of the Company for the financial year 2022-23.

The provisions of Section 135 of the Act, relating to Corporate Social Responsibility are not applicable to the Company for the year under review.

The provisions pertaining to Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, are not applicable to your Company for the year under review.

The Company being primarily involved in investment activities, there is no significant consumption and energy intensity in terms of the provisions of Section 134(3)(m) of the Act,. There was no foreign exchange inflow or outflow during the year under review.

The Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, no complaint / case was filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there was no employee in the Company who was in receipt of remuneration as required to be disclosed under Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each director, Chief Financial Offcer, Chief Executive Offcer, Company Secretary or Manager, in the financial year has been nil. The percentage increase in remuneration of each director, Chief Financial Offcer, Company Secretary and the percentage increase in the median remuneration of employees in the financial year are nil. The details of average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration is not applicable. Detail of remuneration paid to the Directors for the financial year 2022-23 forms part of the Corporate Governance Report. Remuneration to all the Directors and Key Managerial Personnel is as per the remuneration policy of the company.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act,: a. that in the preparation of the annual Financial Statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. that such accounting policies as mentioned in the Notes to the Financial Statements 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 afiairs of the Company as at March 31, 2023 and of the proflt of the Company for the year ended on that date; c. that proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. that the annual Financial Statements have been prepared on a going concern basis; e. that proper internal financial controls were in place and that the financial controls were adequate and were operating efiectively; f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating efiectively.

Mrs Urvi MIttal, Managing Director, and Mr Vikash Goyal, Chief Financial Offcer of the Company provide annual certiflcation on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations. They also provide quarterly certiflcation on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations.

Your Directors take this opportunity of recording their appreciation of the shareholders, financial institutions and bankers, for extending their support to the Company. The Board of Directors also convey its sincere appreciation of the commitment and dedication of the employees at all levels.