Shri Gang Industries & Allied Products Ltd

To the Members,

Your directors have pleasure to presenting their Twentieth Annual Report along with theAudited Statements of Account for the year ended June 30, 2009.

Financial Results

Financial Results for the year's operations and the comparative figures of the previousyear are summarised below:

Dividend

In view of Company's Financial Position, the Directors are unable to recommend anydividend. The company's share are listed at Mumbai and the company has deposited thelisting fee to the Stock Exchange for the year 2009-2010 pursuant to clause 38 of thelisting agreement.

Operations

During the year under review the company has incurred a loss of Rs 1261.06 Lacs. Themajor factor was sluggishness in the market resulting out of global meltdown last year.Due to general recession worldwide there was a steep decline in the prices of edible oilswhich also affected the business.

Deposits

During the year the company has not accepted any public deposits. However, the companyhas accepted the deposits from the specified persons in earlier years and the statement inlieu of advertisement has been filed with the Registrar of Companies for those years.However there is no default in repayment of any deposit.

Directors

Shri Sanam Gambhir Director retire by rotation and being eligible offer himself forre-appointment. During the year, Shri S.K. Jain resigned from the Directorsship of thecompany. The expertise and invaluable guidance of Shri S.K. Jain has helped the company toa greater extent in forging ahead. The Board places on record its deep appreciation andgratitude for the valuable advise, guidance, assistance and service rendered by him duringhis tenure on the board.

Shri J.K. Jain was appointed as Additional Director under section 260 of the CompaniesAct, 1956 and Whole Times Director of the Company on 31.10.2009. The company has receivedthe notice from member under section 257 of the Companies Act, 1956 proposing theappointment of Shri J.K. Jain as regular director of the company.

Directors' Responsibility Statement

Pursuant to the provisions contained in section 217(2AA) of the Companies Act, 1956,the Directors of your company confirm:

a. That in the preparation of the annual accounts, the applicable accounting standardshave been followed and no material departures have been made from the same.

b. That they have selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year 2008-09and of the loss of the company for that period.

c. That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company for preventing and detecting fraud and other irregularities.

d. That they have prepared the annual accounts on a going concern basis.

Audit Committee

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 ofthe Listing Agreement for Corporate Governance your company has constituted the AuditCommittee of the Board of Directors with the following composition as on 30th June 2009 :

1. Shri Sanam Gambhir

2. Shri S.k. Jain

3. Shri Inder Mani Mittal

The audit committee was re-constituted on 31st July 2009 by inducting Shri Gopal DassAgarwal in place Shri S.K. Jain who has resigned from the Directorship and membership ofthe audit Committee.

This committee has reviewed the Accounts for the year ended June 30, 2009.

Corporate Governance

SGIAPL continues to function in a transparent manner with the basic philosophy tocreate wealth, besides taking care of the interest of all stakeholders includingshareholders, banks, Financial Institutions, customers, Employees and the society atlarge.

Your company gives due emphasis on the adaptability to such procedures so as to ensuretransparency, accountability & integrity in all respect. A separate section onCorporate Governance and a certificate from the Practising Company Secretary regardingcompliance of conditions of Corporate governance as stipulated under clause 49 of theListing Agreement with the stock exchanges from part of the Annual Report.

Auditors

M/s Tas Associates, Chartered Accountants, Auditors of the company hold office untilthe conclusion of ensuring Annual General Meeting and your directors recommended theirre-appointment. The company has received the requisite certificate from M/s TasAssociates, Chartered Accountants to the effect that their re-appointment of effected,would be within the limits prescribed u/s 224(1-B) of the Companies Act, 1956.

Insurance

All the insurable interest of the company including inventories, building and plant& machinery under legislative enactments are adequately insured.

Disclosure of Particulars

As required by the Companies (Disclosure of particulars in the Report of the Board ofDirectors) Rules, 1988, the relevant information and data is given in Annexure I to thisReport.

Industrial Relations

The Industrial Relations have continued to be stable and harmonious during the courseof the year. Your company has made sustained efforts to improve manpower productivity andemployer-employee relations.

As required under the provisions of Section 217(2A) of the Companies Act, 1956 readwith Companies (particulars of Employees) Rules, 1957 as amended, the names and otherparticulars of the employees are set out in Annexure II hereto forming part of thisreport.

Acknowledgement

We wish to place on record our sincere appreciation of the continued valuable,co-operation, guidance and support provided to the company by its bankers Punjab NationalBank, Directorate of Vanaspati, Government of Uttar Pradesh and the local authorities.

The Directors also express their thanks to the large number of customers and associatesfor their patronage.

In the end, your directors wish to place on record their deep appreciation of theenthusiasm, initiative and hard work put in by the staff and workers of the company at alllevels which enables your company to make all round progress.

INFORMATION AS PER SECTION 217(1)(E) READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARSIN THE REPORT OF THE BOARD OF DIRECTORS) RULES,1988 AND FORMING PART OF THE DIRECTORS'REPORT FOR THE YEAR ENDED JUNE 30, 2009.

I. Conservation of Energy :

i) Plate Heat Exchanger has been installed to improve the efficiency of Refrigerationplant consequently reducing the cooling time for vanaspati.

ii) Steam condensate is being used in boiler to reduce the consumption of Rice husk.

iii) Water recovery system has been installed to re-circulate waste water throughcooling tower resulting in saving of water and power.

iv) Details of total energy consumption and energy consumption per unit of Productionas per Form 'A' are given hereunder :

II. Technology Absorption: Research & Development

The company has installed various laboratory equipments to monitor and reduce oillosses. The company has started physical refining oils resulting in reduced cost ofproduction.

Future Action Plan

R&D effort is going on to make special grade Bakery Fats with better bakingproperties

The continuous process technology used by the company is updated one. The companyhas not imported any technology for is products and it has no technical collaboration withany foreign party.

PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 217(2A) OF THE COMPANIESACT, 1956 AND FORMING PART OF THE DIRECTORS REPORT FOR THE PERIOD ENDED JUNE 30, 2009.