To,
The Members,
Ganga Forging Limited,
Your Directors are pleased to present their Annual Report for the financial year
FINANCIAL RESULTS:
Your Companys performance for the year ended on 31st March, 2022, is summarized as
under:
(Amt. in Rs.)
| Sr. No. Particulars |
2021-22 |
2020-21 |
| 1 Revenue from Operation |
28,65,87,327 |
22,98,15,918 |
| 2 Other Income |
51,53,447 |
14,04,006 |
| 3 Total Revenue (1+2) |
29,17,40,774 |
23,12,19,925 |
| 4 Cost of Materials consumed |
20,14,96,536 |
14,70,36,202 |
| 5 (Increase) /decrease in inventory |
(2,11,57,859) |
(61,19,450) |
| 6 Employees Benefits Expense |
2,15,68,127 |
1,94,90,606 |
| 7 Depreciation & Amortization Exp. |
88,21,444 |
87,39,222 |
| 8 Finance Cost |
94,70,543 |
79,38,782 |
| 9 Other Expenses |
5,92,89,013 |
5,24,04,090 |
| 10 Profit/(Loss) Before Exceptional items and Tax |
1,22,52,971 |
17,30,473 |
| 11 Exceptional items |
(74,80,961) |
3,84,638 |
| 12 Profit Before Tax |
1,97,33,931 |
13,45,835 |
| 13 Current Tax |
7,09,971 |
0 |
| 14 Deferred Tax |
86,80,196 |
(11,86,857) |
| 15 Profit / (Loss) After Tax (PAT) |
1,03,43,764 |
25,32,692 |
| 16 Other Comprehensive income |
|
|
| Items that will not be reclassified to statement of Profit and Loss |
2,58,493 |
1,60,42 3 |
| 17 Total Comprehensive income for the year, net of tax |
1,06,02,257 |
26,93,115 |
STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:
During the year under report, the Company has earned Revenue from Operation of Rs.
28,65,87,327/- in comparison to Revenue from Operation of Rs. 22,98,15,918/- made in the
previous financial year 2020-21, it reflects that its increased by 24.70% over the revenue
of the previous financial year. Further, the Company has recorded Profit After Tax of Rs.
1,03,43,764/- during the current financial year 2021-22, in comparison to the Profit After
Tax of Rs. 25,32,692/- made in the previous financial year 2020-21. Therefore, total
comprehensive income for the year net of tax of the Company is Rs. 1,06,02,257/-.
Profitability of the company also increased by more than twice over the previous financial
year. The Management of the Company is continuously striving to increase the profitability
of the company and also assures to maintain stability in the business operation.
FINANCIAL STATEMENT:
In accordance with Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) and
Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts)
Rules, 2014 and also read with Circular issued by the Securities and Exchange Board of
India (SEBI) dated 13th May, 2022 vide SEBI/HO/CFD/CMD2/CIR/P/2022/62, hard
copy of Annual Report of the company for the financial year 2021-22 along with all its
annexures is being sent only through email, to all those shareholders who have registered
their email address with the company or depository.
Further, the Annual Report for the F.Y. 2021-22 is also available for inspection at the
registered office of the Company during working hours up to the date of ensuing Annual
general meeting (AGM). It is also available at the Companys website www.gangaforging.com
and also available on the website of the Stock Exchange www.nseindia.com under corporate
announcement section.
DECLARATION OF DIVIDEND AND TRANSFER OF AMOUNT TO RESERVES:
With a view to plough back profits and in order to conserve resources for operational
purposes, your Directors do not recommend any dividend.
Moreover, no amount is being transferred to general reserves.
CHANGE IN NATURE OF BUSINESS:
There has been no change in nature of business of the Company during the year under
report.
SHARE CAPITAL:
The paid up share capital of the company as on 31st March, 2022 was Rs.
10,59,64,410 (Rupees Ten Crore Fifty-Nine Lacs Sixty-Four Thousand Four Hundred and Ten
Only) divided into 10,59,64,410 (Ten Crore Fifty-Nine Lacs Sixty-Four Thousand Four
Hundred and Ten) Equity Share of Re. 1/- (Rupee One Only) each.
During the year, the face value and paid up value of the equity shares of the company
had been sub divided from Rs. 10/- (Rupees Ten Only) per share to Re. 1/- (Rupee One only)
per share by passing of a resolution by the members of the Company by way of Postal Ballot
Notice. However, there is no any changes in total authorized and paid up share capital of
the company.
Further, during the year under report the Company has not issued any share with
differential voting rights nor granted stock options or sweat equity or any
EXTRACT OF ANNUAL RETURN:
In terms of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the
copy of Annual Return for the Financial Year 2021-22 is placed on the website of the
Company at the link https://www.gangaforging.com/investorsrelation/annualreports
BOARD MEETINGS AND INDEPENDENT DIRECTORS MEETING:
During the year under review, 13 (Thirteen) number of Board meetings were held on
02/04/2021, 04/06/2021, 09/06/2021, 28/06/2021, 28/07/2021, 07/08/2021, 03/09/2021,
15/09/2021, 21/10/2021, 19/11/2021, 28/12/2021, 10/02/2021 and 12/03/2022 and requisite
quorum were present at the said meetings. Detailed information about attendance of Board
Meeting by each director is provided in the Corporate Governance report forming part of
this annual report.
Further, pursuant to the provision of Schedule IV of the Companies Act, 2013 meeting of
the Independent Directors of the company was held on 10th February, 2022 for
the followings:
• to review the performance of Non Independent Directors and the Board as a whole;
• to review the performance of the Chairperson of the Company, taking into account
the views of executive directors and non-executive directors; and
• assess the quality, quantity and timeliness of flow of information between the
company management and the Board that is necessary for the Board to effectively and
reasonable perform their duties.
Non- Executive including Independent Directors plays a crucial role in balancing the
functioning of the Board by providing independent judgments on various issues raised in
the Board meetings like formulation in business strategies, monitoring of performances
etc. Their role, inter alia, includes:
• Impart balance to the Board by providing Independent Judgements
• Provide feedback on companys Strategy and Performances
• Provide effective recommendations for further improvements
• To balance and safeguard the interest of the Stakeholders
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:
All the Independent Directors have confirmed and give a declaration to the Board that
they meet the criteria of Independence as specified under Section 149(6) of the Companies
Act, 2013 and Regulation 16 read with regulation 25 of the Listing Regulations that they
qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 and also confirmed that they have registered
themselves in the independent directors databank maintained by Indian Institute of
Corporate Affairs as per rule 6 of Companies (Appointment and Qualifications of Directors)
Rules, 2014.
BOARDS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, with respect
to the Directors Responsibility Statement, the Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed and there are no material departures from the same;
b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit of the company for that year;
c) the directors had taken proper and sufficient care to the best of their knowledge
and ability 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;
d) he directors had prepared annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively as at 31st March, 2022 based on the internal control over financial reporting
criteria established by the company.
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws, rules, regulations and such systems were adequate and operating
effectively;
RELATED PARTY TRANSACTIONS:
During the year under report, the Company has entered into transactions with related
parties for the purchase of materials, sale of goods and for job work. The said
transactions were carried on at arms length price and in the ordinary course of business,
and hence do not fall within purview of Section 188(1) of the Companies Act 2013.
Information on transactions with related parties pursuant to section 134(3)(h) of the Act
read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and
attached to this report as "Annexure I".
STATUTORY AUDITOR AND AUDITORS REPORT:
Members are already aware that M/s. Nitesh A. Joshi & Co. Chartered Accountants
[Firm Registration No. 127578W] Rajkot had been appointed as statutory auditor of the
company in the Annual General Meeting of the company held on 24th September,
2019 to hold office from the conclusion of that annual general meeting till the conclusion
of Annual General meeting to be held in the 2024 (for the financial year 2023-24) by
passing of Ordinary Resolution on such remuneration as may be decided and approved by
Board of Directors of the Company in consultation with Audit Committee of the company.
The Auditors Report along with financial statements and all its annexures forming part
thereof for the financial year ended March 31, 2022 forms part of this Annual Report and
same does not contain any qualification, reservation or adverse remark.
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Companies Act, 2013.
The matters which were of most significance in audit as per the opinion of the auditor,
has been provided as key audit matters in their report read with the relevant notes to
accounts in schedule are self-explanatory and do not require further explanation.
Audit Observations & reply of the Board:
Auditors have observed that there is delay in payment of undisputed statutory dues such
as GST of Rs. 15,05,307/- for more than 6 months and outstanding as on 31st March,
2022. The Board would like to clarify that due to financial crunches company fails to make
the payment of dues within the prescribed time. The management ensures that in the years
to come, the Company will not make any delay in deposit of undisputed statutory dues
within time.
SECRETARIAL AUDITORS:
Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules framed
thereunder, the Board has appointed CS Purvi Dave, Partner, MJP Associates, Practising
Company Secretaries, Rajkot as the Secretarial Auditor of the Company, for conducting the
Secretarial Audit for the FY 2021-22.
Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company
for the Financial Year ended on March 31, 2022 is attached to the Directors Report as
"Annexure II". There are no adverse remarks by the Secretarial Auditor in their
Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company is constantly taking various steps for conservation of energy. Further,
your company is increasingly using information technology in its operations and promotes
conservation of energy and resources.
Further, during the year company has imported Hot Forging Press KB8042 Machine having
installed capacity of 1600MT. Company has purchased all its machineries installed at
factory of latest technology for higher quality and better performance in view of
technology absorption in the Company.
Moreover, the Company has reported Foreign Exchange Earnings and Expenses made as
under:
| Particulars |
2021-22 |
2020-21 |
| Foreign Exchange Earnings |
Rs. 3,52,98,256 |
Nil |
| *Foreign Exchange Outgo |
Rs. 1,86,96,656 |
Nil |
|
(€ 2,17,800) |
|
*Import of Machinery
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE:
During the year under report, the Company has not granted any loan or provided any
guarantee or made any investment exceeding the limits as specified in Section 186 (2) of
the Companies Act, 2013. Hence, no approval from the shareholders in this regard was
required.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Ganga Forging Limited does not fall in any of the criteria mentioned in terms of
Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, and hence, it is not required mandatorily to carry out
any CSR activities or constitute any Committees under provisions of Section 135 of the Ac
l.
However, at Ganga Forging Limited we strongly believe that its our moral
responsibility to play an active role in discharging the environmental and social
obligations for the welfare of society in which we operate.
VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:
Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for
directors and employees to report their genuine concerns has been established, in order to
ensure that the activities of the company and its employees are conducted in a fair and
transparent manner by adoption of highest standards of professionalism, honesty and
integrity and ethical behavior.
The Company has established a vigil mechanism through which Directors, employees and
business associates may report unethical behavior, malpractices, wrongful conduct, fraud,
violation of Companys code of conduct without fear of reprisal. The Company has set up a
Direct Touch initiative, under which all Directors, employees, business associates have
direct access to the Chairman of the Audit committee, and also to a member of the
committee for this purpose.
The Company ensures that genuine Whistle Blowers are accorded complete protection from
any kind of unfair treatment or victimization. The vigil mechanism policy has also been
uploaded on the website of the company at
http://www.gangaforging.com/investorsrelation/policiesandcodeofconduct
RISK MANAGEMENT:
The Company is not under the purview for constituting Risk management committee under
the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015. However, the Board periodically reviews the operations of the Company
and identifies the risk / potential risk, if any to the Company and implement the
necessary course of action(s) which the Board deems fit in the best interest of the
Company.
CORPORATE GOVERNANCE:
As per Regulation 15(2) read with regulation 34 (3) and Schedule V of SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015 the Corporate Governance
Report along with the Certificate from CS Purvi Dave, Partner, MJP Associates, Practising
Company Secretaries Certificate thereon form part of the Board Report as
"Annexure-III".
DETAILS OF BOARD OF DIRECTORS:
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013
and rules made thereunder, one-third of such number of the Directors as are liable to
retire by rotation, shall retire every year and, if eligible, offer themselves for
re-appointment at every AGM. Consequently, Shri. Rakesh Patel, Managing Director [DIN
00510990] will retire by rotation at the ensuing AGM, and being eligible, offer himself
for re-appointment in accordance with provisions of the Companies Act, 2013. The Board of
Directors recommend their re-appointment for approval of members at the ensuing AGM and
resolution seeking approval for his reappointment is provided in the Notice.
As on 31st March, 2022, the Board of Directors comprised of the following Directors:
| Sr. No. Name |
Designation |
Director Identification "Number (DIN) |
Date of Appointment |
Date of Cessation |
| 1. Hiralal Mahidas lilva |
Managing Director |
00022539 |
02/04/2018 |
|
| 2. Rakesh Chhaganlal Patel |
Managing Director |
00510990 |
10/03/2016 |
|
| 3. Sheetal Sanjivkumar Chaniara |
Whole time Director |
07528297 |
01/09/2017 |
|
| 4. Parulben Rakeshbhai Patel |
Whole time Director |
07528313 |
01/09/2017 |
|
| 5. Mayurkumar Mansukhlal Kalaria |
Director |
08099999 |
02/04/2018 |
09/06/2021 |
| 6. Jasubhai Khimjibhai Patel |
Independent Director |
01006449 |
21/04/2018 |
|
| 7. Harshad Vinodrai Ashar |
Independent Director |
07928692 |
01/03/2018 |
28/12/2021 |
| 8. Rameshbhai Gordhanbhai Dhingani |
Independent Director |
07946841 |
01/03/2018 |
|
| 9. Sagar Ramniklal Govani |
Independent Director |
09185913 |
04/06/2021 |
|
| 10. Nayankumar Karshanbhai Virparia |
Independent Director (Additional Director) |
03297965 |
12/03/2022 |
|
Through the reporting year, following changes take place in the composition of the
Board of the Directors of the company:
1. Mr. Sagar Ramniklal Govani, was appointed as an additional director under the
category of Independent Director by the Board for a period of five years w.e.f 04th
June, 2021 subject to approval of members and subsequently his appointment had been
approved by the members as an Independent Director in the Annual General Meeting of the
company held on 30th September, 2021.
2. Mr. Mayurkumar Kalariya [DIN: 08099999] had resigned as the non-executive &
non-independent Director of the company w.e.f 09th June, 2021.
3. Mr. Harshad Ashar [DIN: 07928692] had resigned from the post of nonexecutive &
non independent Director of the company w.e.f 28th December, 2021.
4. Mr. Nayankumar Virparia, was appointed as an additional director under the category
of Independent Director by the Board for a period of five years w.e.f 12th
March, 2022 subject to approval of members.
After the end of financial year but before the date of signing of this report
appointment of Mr. Virparia as an Independent Director of the Company had been approved by
the members by passing of Special Resolution through Postal Ballot
Notice.
Further, Mr. Hiralal Tilva, Chairman and Managing Director, Mr. Rakesh Patel, Managing
Director, Mrs. Parul Patel, Wholetime Director, Mrs. Sheetal Chaniara, Wholetime Director,
Mr. Jasubhai Patel, Independent Director and Mr. Rameshbhai Dhingani Independent Director
of the Company are near to complete their first term as director of the Company.
Therefore, based on the recommendation of the Nomination and Remuneration Committee, board
has recommended their reappointment for second term of five-year subject to your approval
at the ensuing AGM. Resolutions of their re-appointment and explanatory statement thereof
is being provided in Notice of the AGM forming part of this Annual Report.
The Company does not pay any remuneration to its Non-Executive Directors. Further, the
Company had made payment of remuneration to its Executive Directors in terms of Section
196 & 197 of the Companies Act, 2013, read with Schedule V to the Act. No commission
was paid to any of the Directors during the year under Report.
COMMITTEES OF BOARD OF DIRECTORS:
As per provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Company has established and constituted three
committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders
Relationship Committee as a part of better corporate governance practice. Composition of
such committees also available on the website of the company at
https://www.gangaforging.com/investorrelation/composition iommiUee
1. AUDIT COMMITTEE:
Composition of the Audit Committee meets the requirement of Section 177 of the
Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Audit Committee comprised of 3 members. The details
of composition of the Audit Committee along with their meetings held and attended is as
follow:
| Sr No. Name |
Status |
Category |
No. of Meetings held/attended |
| 1 *Mr. Harshad Ashar |
Chairperson |
Non-Executive & Independent Director |
4 4 |
| 2 Mr. Jasubhai Patel |
Chairperson |
Non-Executive & Independent Director |
1/1 |
| 3 Mr. Ramesh Dhingani |
Member |
Non-Executive & Independent Director |
4/5 |
| 4 *Mr. Mayur Kalaria |
Member |
Non-Executive Director |
1/1 |
| 5 Mr. Sagar Ramniklal Govani |
Member |
Non-Executive & Independent Director |
4/4 |
* Mr. Mayur Kalaria and Mr. Harshad Ashar had resigned from the post of Director of the
Company w.e.f 09th June, 2021 and 28th December, 2021 respectively
and consequently also resigned as a member of the committee. Further, Mr. Jasubhai Patel,
Independent Director and Mr. Sagar Govani, Independent Director of the Company had been
appointed as a member of the committee in place of resigned Directors.
During the year under report, meetings of the Audit Committee were held on 02/04/2021,
28/06/2021, 07/08/2021, 21/10/2021 and 10/02/2022.
2. NOMINATION AND REMUNERATION COMMITTEE:
Composition of the Nomination and Remuneration Committee meets the requirement of
Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015. The Nomination and Remuneration Committee
comprised of 3 members. The details of composition of the Nomination and Remuneration
Committee along with their meetings held and attended is as follow:
| Sr No. Name |
Status |
Category |
No. of Meetings held/attended |
| 1 Mr. Ramesh Dhingani |
Chairperson |
Non-Executive & Independent Director |
|
| 2 *Mr. Mayur Kalaria |
Member |
Non-Executive Director |
|
| 3 Mr. Sagar Ramniklal Govani |
Member |
Non-Executive & Independent Director |
1/1 |
| 4 *Mr. Harshad Ashar |
Member |
Non-Executive & Independent Director |
|
| 5 Mr. Jasubhai Patel |
Member |
Non-Executive & Independent Director |
1/1 |
* Mr. Mayur Kalaria and Mr. Harshad Ashar had resigned from the post of Director of the
Company w.e.f 09th June, 2021 and 28th December, 2021 respectively
and consequently also resigned as a member of the committee. Further, Mr. Jasubhai Patel,
Independent Director and Mr. Sagar Govani, Independent Director of the Company had been
appointed as a member of the committee in place of resigned Directors.
During the year under report, Nomination and Remuneration Committee of the company met
once on 10th February, 2022 and the said meeting was attended by requisite
members of the committee.
3. STAKEHOLDERS RELATIONSHIP COMMITTEE:
Composition of the Stakeholders Relationship Committee meets the requirement of Section
178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015. The Stakeholders Relationship Committee
comprised of 3 members. The Stakeholders Relationship Committee is mainly responsible to
review grievances related to security of the company and for redressal of any other
complaints received from the investors/stakeholders of the company. The details of
composition of the Stakeholders Relationship Committee along with their meeting held and
attended is as follow:
| Sr No. Name |
Status |
Category |
No. of Meetings held/attended |
| 1 *Mr. Harshad t Ashar |
Chairperson |
Non-Executive & Independent Director |
|
| 2 *Mr. Jasubhai Idlel |
Chairperson |
Non-Executive & Independent Director |
1/1 |
| 3 Mr. Rakesh Patel |
Member |
Managing Director |
1/1 |
| 4 Mr. Ramesh " Dhingani |
Member |
Non-Executive & Independent Director |
|
** Mr. Harshad Ashar had resigned from the post of Director of the Company w.e.f 28th
December, 2021 and consequently also resigned as a member of the committee. Further, Mr.
Jasubhai Patel, Independent Director of the Company had been appointed as a member of the
committee in place of Mr. Ashar.
During the year under report, Stakeholders Relationship Committee of the company met
once on 10th February, 2022 and the said meeting was attended by requisite
committee members.
CORPORATE POLICIES:
We seek to promote and follow the highest level of ethical standards in all our
business transactions guided by our value system. The SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, mandates the formulation of
certain policies for all listed companies.
Key policies that have been adopted are as follows:
| Name of the policy |
*Web Link |
| Policy on Board Diversity |
Policies And Code of Conduct (gangaforging.com) |
| Code of conduct for Director and Senior Management |
Policies And Code of Conduct (gangaforging.com) |
| Corporate Social Responsibility Policy |
Policies And Code of Conduct (gangaforging.com) |
| Dividend Distribution Policy |
Policies And Code of Conduct (gangaforging.com) |
| Evaluation Policy |
Policies And Code of Conduct (gangaforging.com) |
| Policy on Determination of Materiality of Events |
Policies And Code of Conduct (gangaforging.com) |
| Policy On Material Subsidiaries And Governance Of Subsidiaries |
Policies And Code of Conduct (gangaforging.com) |
| Policy for Insider Trading |
Policies And Code of Conduct (gangaforging.com) |
| Policy On Preservation Of Documents |
Policies And Code of Conduct (gangaforging.com) |
| Policy on prevention of Sexual Harassment at work place |
Policies And Code of Conduct (gangaforging.com) |
| Related Party Transactions Policy |
Policies And Code of Conduct (gangaforging.com) |
| Webarchival Policy |
Policies And Code of Conduct (gangaforging.com) |
| Whistle Blower Policy |
Policies And Code of Conduct (gangaforging.com) |
| Familiarization Programme of Independent Dirolor |
Policies And Code of Conduct (gangaforging.com) |
| Nomination and Remuneration Policy |
Policies And Code of Conduct (gangaforging.com) |
| Terms and conditions of Appointment of Independent Director |
Policies And Code of Conduct (gangaforging.com) |
*the URL for all the above mentioned policies is having common web link.
KEY MANAGERIAL PERSONNEL:
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the
Companies Act, 2013 are as follows:
1. Shri. Hiralal M. Tilva, Chairman and Managing Director
2. Mr. Rakesh Patel, Managing Director
3. Mrs. Sheetal S. Chaniara, Whole time Director
4. Mrs. Parulben R. Patel, Whole time Director
5. Ms. Drashti Vaghasiya, Company Secretary and Compliance Officer
6. Mrs. Avni Dadhaniya, Chief Financial Officer (CFO)
PARTICULARS OF EMPLOYEES:
There are no employees in the Company drawing remuneration of more than Rs. 8.5 Lacs
per month or 1.02 crore per annum, as prescribed in Rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Rules
made thereunder, the Board has carried out annual performance evaluation of its own
performance, the directors individually as well the evaluation of the working of its Audit
Committee, Nomination & Remuneration Committee and Shareholders Relationship
committee, experience and expertise, performance of specific duties and obligations etc.
were carried out. The Directors expressed their satisfaction with the evaluation process
and outcome.
The performance of each of the non-independent directors (including Chairman) was also
evaluated by the independent directors at the separate meeting of the Independent
Directors of the Company.
COST RECORDS AND AUDIT:
The company is not required to maintain cost records as prescribed by the Central
Government under Section 148(1) of the Companies Act, 2013. Therefore, no cost records
have been maintained by the company. Therefore, requirements for cost audit shall not
applicable to the company.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with all the applicable Secretarial Standards including
amendments thereof in the Financial Year 2021-22 as issued by the Institute of Company
Secretaries of India (ICSI).
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013:
At Ganga Forging Limited, all employees are of equal value. There is no discrimination
between individuals at any point on the basis of race, colour, gender, religion, political
opinion, national extraction, social origin, sexual orientation or any.
At Ganga Forging Limited, every individual is expected to treat his/her colleagues with
respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct
of Ganga Forging Limited. The Direct Touch (Whistle-Blower &Protection Policy) Policy
provides a platform to all employees for reporting unethical business practices at
workplace without the fear of reprisal and help in eliminating any kind of misconduct in
the system. The Policy also includes misconduct with respect to discrimination or sexual
harassment.
The Company also has in place a policy on "Prevention of Sexual Harassment at work
place" and the same is also available on the website of the company at
https://www.gangaforging.com/investorrelation/policiesandcodeofconduct This Anti-Sexual
Harassment Policy of the Company is in line with the requirements of The Sexual Harassment
of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All
employees (permanent, contractual, temporary and trainees) are covered under this policy.
To redress complaints received regarding sexual harassment internal complaints
committee is in place. The following is a summary of sexual harassment complaints received
and disposed off during the year:
• No. of complaints received: Nil
• No. of complaints disposed off : NA
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In Terms of the Regulation 34 read with Schedule V of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations 2015, Management Discussion and Analysis report has
been separately furnished in the Annual Report and forms part of the Board of Directors
Report as "Annexure- IV".
RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF
THE COMPANY FOR THE FINANCIAL YEAR 2021-22:
The information required pursuant to provision of Section 197(12) read with rule
5(1)(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of ratio of remuneration of each director to the median remuneration of
the employee of the company for the F.Y. 2021-22 forms part of this report as
"Annexure - V".
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The company has in all material respects, an adequate internal financial control system
over financial reporting and such internal financial controls over financial reporting is
operating effectively. The Company is well equipped with internal financial control
system. The Company has continuous monitoring mechanism which enables the organization to
maintain the same standards of the control systems and help them in managing defaults, if
any, on timely basis because of strong reporting mechanisms followed by the Company. Our
statutory auditor of the company has also provided his opinion on adequacy of internal
financial control system in the audit report.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under review, the provision of section 125(2) of the Companies Act,
2013 does not apply as the company was not required to transfer any amount to the Investor
Education and Protection Fund (IEPF) established by Central Government of India.
INDUSTRIAL RELATIONS:
The Company maintained healthy, cordial and harmonious industrial relations at all
levels. The enthusiasm and unstinting efforts of employees have enabled the Company to
remain at the leadership position in the industry. It has taken various steps to improve
productivity across organization.
SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:
As at 31st March, 2022, the Company doesnt have any Subsidiary, Joint Venture or
Associate Companies.
OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES
MADE THEREUNDER:
1. There have been no material changes/commitments affecting the financial position of
the company which have occurred between the end of the financial year to which the
financial statements relate and the date on report;
2. During the year under review your company has not accepted the deposit from the
public under section 73 to 76 of the Companies Act, 2013 and the rules made thereunder;
3. No significant or material orders were passed by the Regulators or courts or
tribunals which impact the going concern status and companys operations in
4. There have been no instances of any revision in the Boards Report or the financial
statement; hence disclosure under Section 131(1) of the Act is not required.
5. The Company has not paid any commission to any of its Directors and hence, provision
of disclosure of commission paid to any Director as mentioned in Section 197(14) is not
required to disclose.
6. The Company has not issued (a) any shares with differential voting rights (b) Sweat
Equity shares (c) shares under any Employee stock option scheme; hence no disclosures are
required to be made as per the Companies (Share Capital and Debentures) Rules, 2014.
ACKNOWLEDGEMENT:
Your directors put on record their whole hearted gratitude to bankers, employees of the
Company and other stakeholders for their sincere co-operation and efforts towards the
Company.
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