Shri Gang Industries & Allied Products Ltd Directors Report.

To,

The Members,

Shri Gang Industries and Allied Products Limited

Your Directors are delighted to present the Thirty First Annual Report on Companys Business Operations along with the Audited Statement of Accounts for the year ended on March 31, 2020.

FINANCIAL PERFORMANCE OF THE COMPANY

The financial performance of the Company for the period under review and comparative figures for the previous year are tabulated below:

(Rs. In Lakh)

Particulars 2019-2020 2018-2019
Income from Operations 0.59 439.65
Other Incomes 27.44 65.12
Total Revenue 28.03 504.77
Profit/(Loss) before Depreciation, Exceptional & (339.79) (214.40)
Extra-Ordinary Items
Depreciation (21.55) (21.49)
Exceptional Items
- Prior Period Expenses - (19.12)
- Old & unusable materials written off - -
- Impairment of Capitalised property, plant & equipment - -
- Capital WIP Written off - -
- Provision for Trade receivables considered doubtful
Net Profit (Loss) after depreciation before tax (361.35) (255.01)
Provision for Taxation
Income Tax - -
Net Profit/(Loss) after tax for the year (361.35) (255.01)

The Financial Statements have been prepared on accrual basis in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and the provisions of the Companies Act, 2013.

The Financial Statements are presented in Indian Rupees (“INR”or ) and all amounts are rounded to the nearest Lakhs, except as stated otherwise.

SHARE CAPITAL

During the year under review, the Authorised Share Capital of the Company stood at Rs. 8,50,00,000/- (Rupees Eight Crore Fifty Lakh) divided into 85,00,000 Equity Shares of Rs. 10/- each.

The Paid up Share Capital of the Company stood at Rs. 7,93,00,000/- (Rupees Seven Crore Ninety Three Lakh) as on March 31, 2020.

There has been no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of the Company during the year. The Company has no other type of securities except Equity Shares forming part of the Paid-up Share Capital of the company.

PERFORMANCE OF BUSINESS

During the year ended, the Company has incurred loss of Rs. 361.35 lakh as compared to the loss of Rs. 255.01 lakh in previous financial year.

During the year under review, the company did not carry out any production activity at its manufacturing unit at Sikandrabad, U.P. as a result the revenue from operations of the company, deceased from Rs. 439.65 Lakh in FY 2018-2019 to Rs. 0.59 Lakh in FY 2019-2020.

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

In FY 2016-17, the Honble BIFR and Government of Uttar Pradesh had sanctioned a rehabilitation scheme for the revival of the company. As per the scheme, the company has to pay the past dues of Commercial Tax Department, PICUP and Paschimanchal Vidyut Vitran Nigam Ltd (PVVNL) over a period of 12 years.

Based on these developments the company had resumed its manufacturing operations in its Vanaspati unit on a limited scale. However, in FY 2019-20 no production was carried out in the unit as the plant requires technological up gradation and addition of new equipment so as to economize on the cost of production based on the prevailing industry standards. Otherwise company would have incurred more losses.

As a part of the rehabilitation scheme the company is setting up a grain based Distillery unit with Bottling Plant for IMFL & Country Liquor at Sandila, Dist. Hardoi. The company has already been allotted land by UPSIDC in Sandila Industrial Area for setting up the unit.

The company has received Environmental Clearance for the Distillery Unit from the State Level Environment Impact Assessment Authority, Uttar Pradesh. As regards, the Bottling Unit, the company has obtained Consent to Establish from the UP Pollution Control Board and the commercial production was expected to be commenced in the FY 2019-2020 in the Bottling Unit but due to the outbreak of COVID-19 pandemic, the same was delayed by about 3 months.

A detailed review of operations and performance and future outlook of the Company is given separately under the head ‘Management Discussion & Analysis pursuant to Regulation 34 read with Part B of Schedule V of SEBI Listing Regulations, and the same is annexed and forms part of this Annual Report.

DIVIDEND

Based on the Companys performance in the Current Year, your Directors are unable to recommend any dividend for the year under review.

AMOUNTS TRANSFERRED TO RESERVES

Due to inadequate profits, the company has not transferred any amount to reserves during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors comprise of eminent and experienced professionals in the Industry. The current composition of the Board of Directors (as on the date of Boards Report) are as follows:

Name of Director Designation
1. Mr. Syed Azizur Rahman Whole Time Director
2. Mr. Sunil Goel Whole Time Director
3. Mrs. Anita Gupta Non-Executive Director
4. Mr. Yogesh Kumar Non-Executive Independent Director
5. Mrs. Seema Sharma Non Executive Independent director

Changes in the composition of the Board of Directors

The following changes occurred during FY 2019-2020 till the date of this Report:

During the year under review, the Board of Directors, pursuant to the applicable provisions of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification (s) or re-enactment thereof for the time being in force), SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 and on the recommendation of Nomination and Remuneration Committee, accorded its approval to the following:

i. Re-appointment of Mr. Syed Azizur Rahman (DIN: 00242790) as Whole-time Director of the Company for a period of 2 (two) years w.e.f. May 09, 2019 and who was appointed by Shareholders in the Annual General Meeting of the Company held on September 24, 2019;

ii. Re-appointment of Mr. Sunil Goel (DIN: 01229459) as Whole-time Director of the Company for a further period of 1 (one) year w.e.f. February 14, 2020, subject to approval of Members of the Company;

iii. Appointment of Mrs. Seema Sharma (DIN: 08728701) as an Additional Director to hold office up to the date of ensuing AGM and as a Non-Executive Independent Director for a period of 5 (five) years, effective from March 31, 2020 on the Board subject to the approval of members of the Company. Considering her integrity, expertise and proficiency, the Board noted that her appointment would be of benefit to the company.

Appropriate resolutions seeking their reappointment/appointment are being placed for your approval in the ensuing Annual General Meeting.

Due to the ill health, Mr. Surendra Mohan Sikka, DIN: 07018508 relinquished the position of Independent Director of the company with effect from 4th August, 2019.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, executive directors and non-executive directors except the Independent Directors are subject to retire by rotation. Based on the terms of appointment and the Articles of Association of your Company, Mr. Sunil Goel (DIN: 01229459) who is the longest serving member in the current term and is liable to retire by rotation and he being eligible offers himself for reappointment. Appropriate resolution for his re-appointment is being placed for your approval at the ensuing Annual General Meeting.

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, the Company has following Key Managerial Personnel at the end of the financial year and as on date of the Board Report.:

Name of KMP Designation
1. Mr. Syed Azizur Rahman Whole Time Director
2. Mr. Sunil Goel Whole Time Director
3. Mr. Anil Kumar Gupta Chief Financial Officer
4. Ms. Kanishka Jain Company Secretary

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with relevant applicable rules your company was required to appoint an Internal Auditor. Further the Board of Directors at its meeting held on May 30, 2019 has appointed M/s Mohan Gupta & Co., Chartered Accountants as Internal Auditor of the Company.

ANNUAL RETURN

In accordance with the provisions of section 134(3)(a) of Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return for the Financial Year 2019-20 will be available on the website and can be accessed through the link (http://www.shrigangindustries.com).

Extracts of the Annual Return referred in sub section (3) of section 92 in the prescribed format MGT-9 forms part of this Directors Report as “Annexure- B” and the same is also available on the website of the Company under the link (http://www.shrigangindustries.com).

CORPORATE SOCIAL RESPONSIBILITY

The Company was not required to constitute corporate social responsibility committee pursuant to the provisions of section 135 of the Companies Act, 2013.

DETAILS OF SUBSIDIARIES/ JOINT VENTURE AND ASSOCIATE COMPANY

The Company has no subsidiary/ Joint Venture and Associate Company during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

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

i. That in the preparation of the Annual Accounts for the financial year ended March 31, 2020, the applicable Accounting standards have been followed and that there are no material departures;

ii. That Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the loss of the Company for the year ended March 31, 2020;

iii. That Directors have taken proper and sufficient care 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;

iv. That accounts for the year ended March 31, 2020 have been prepared following the going concern basis;

v. That 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; and

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

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial Position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report. However, after the closure of the Financial Year, the Company has entered into an agreement with M/s United Spirits Ltd for leasing a portion of its plant capacity for the bottling of IMFL at its Bottling Plantset up at Sandila, Dist. Hardoi. After receipt of all the requisite Government approvals, the production in the Bottling Plant commenced on 17th July 2020.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, the Company in its 28th Annual General Meeting held on September 28, 2017, had appointed M/s. Satendra Rawat & Co. Chartered Accountants, (Firms registration no. 008298C) as Statutory Auditors of the company to hold office for Five consecutive years from the conclusion of 28th Annual General Meeting till the conclusion of 33rd Annual General Meeting of the Company to be held in the year 2022, subject to ratification by members at every Annual General Meeting.

The requirement for the ratification of Auditors appointment at the AGM has been done away with by the amended provisions of Section 139 of the Companies Act, 2013 which was notified on May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM the existing Auditor shall continue to act as Statutory Auditor of the Company and ratification of Auditors appointment every year at the Annual General Meeting is no longer required.

AUDIT 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. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

During the year under review, have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central Government.

SECRETARIAL AUDITOR

In accordance with the provisions of Section 204 and Section 134(3) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board had appointed M/s Monika Kohli & Associates, Company Secretaries, as Secretarial Auditor of the Company to undertake the Secretarial Audit functions of the Company.

The Secretarial Audit Report in the prescribed form MR-3 for the financial year ended on March 31, 2020 forms part of the Annual Report. The same is annexed as Annexure “A”.

The Secretarial Auditor had pointed out certain remarks in its report, which are replied by the Board of Directors hereunder:

Secretarial Auditors Remark-1

It is observed that the promoters 100% equity shares in the company are not in demat form which is in non-compliance of Regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR).

Boards Reply

The Company had made request to all the shareholders including Promoter and Promoter Group through notice of last Annual General Meeting asking to dematerialize theirs shares. Similar request to all shareholders including Promoter and Promoter Group is being made in the notice of ensuing Annual General Meeting which is being sent to all the shareholders. The promoters Shareholding upto the extent of 66.19 % has already been dematerialized. The Management has been following up with the rest of the Promoter and Promoter Group to get their shares dematerialized to make the Company compliant as per SEBI (LODR), Regulations, 2015.

Secretarial Auditors Remark-2

The company has not obtained the Fire NOC for its manufacturing unit located at Sikandrabad, U.P.

Boards Reply

The Company is in the process of obtaining the Fire NOC.

Secretarial Auditors Remark-3

The Company has no requisite permissions from the State Pollution Control Board for its manufacturing unit located at Sikandrabad, Bulandshar, Uttar Pradesh as on date.

Boards Reply

The Company is in the process of obtaining the necessary permission

Secretarial Auditors Remark-4

As per Regulation 15 (2) of SEBI (LODR) Regulations,2015, the compliances with the corporate governance provisions as specified in Reg. 17 to 27 and Clause (b) to (i) of Regulation 46(2) and Para C, D, E of Schedule V for Corporate Governance do not apply to this Listed Entity as the Paid-up share capital of the Listed Entity is Rs.7,93,00,000/- (i.e. less than Rs. 10 Crore) and Net Worth is negative (i.e. less than Rs. 25 Crores) as on the last day of the previous financial year. During the audit, we observed that the company is voluntarily complying with the Corporate Governance provisions to the extent possible as a part of good corporate governance practice. However, there was non-compliance of the following provisions during part of the year with respect to above mentioned regulations:

a. Pursuant to Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, during the year under review, the composition of the Independent Directors in the company was not according to SEBI (LODR) Regulations, 2015.

Boards Reply

The relevant regulations relating to Corporate Governance of the SEBI (LODR), Regulations 2015 are not applicable on the Company, however as a part of good Corporate Practice, the Company has re-constituted the Board of the Company in order to have the optimum combination of Directors and its Committee(s) to comply with the provisions of the SEBI (LODR) Regulations, 2015.

DISCLOSURE ABOUT MAINTAINANCE OF COST RECORDS

The Directors state that the company is required to maintain the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and accordingly such accounts and records are made and maintained.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in all material respects an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2020. The Company has in place robust internal control procedures commensurate with its size and operations.

NUMBER OF BOARD MEETINGS AND ATTENDANCE BY EACH DIRECTOR

During the financial year 2019-2020, the Board of Directors has met six (6) times on 09-May- 2019, 30-May-2019, 13-Aug-2019, 14-Nov-2019, 12-Feb-2020 and 21-Mar-2020, The periodicity between two Board Meetings was within the maximum time gap as prescribed in the Listing Regulations / Companies Act, 2013. Directors attendance at the Board Meetings during the financial year is provided herein under:

Directors Name Designation

No. of Board Meetings

Held Attended
Syed Azizur Rahman Whole Time Director 6 6
Sunil Goel Whole Time Director 6 5
Yogesh Kumar Independent Director 6 6
Surendra Mohan Sikka* Independent Director 2 2
Anita Gupta Non-Executive Director 6 5
Seema Sharma** Independent Director ** **

*Mr. Surendra Mohan Sikka relinquished the office of Independent Director w.e.f. 04-Aug-2019. During this period i.e. April 01, 2019 to August 04, 2019, Two (2) meetings of Board of Directors were held

** Mrs. Seema Sharma was appointed w.e.f. March 31, 2020. After her appointment as Director no meeting of Board of Directors was held.

CORPORATE GOVERNANCE DISCLOSURE

As per the provisions of Regulation 15(2), the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year shall not be required to comply with the Corporate Governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V.

Hence the Company is not required to report on Corporate Governance in accordance with regulation 34(3) and schedule V(C) to the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and therefore the disclosure is not given in the Annual Report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all Employees in the course of day to day business operations of the Company.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated Employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with Stakeholders.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated Employees of the Company. The Code requires pre-clearance for dealing in the Companys Shares and prohibits the purchase or sale of Company Shares by the Directors and the designated Employees while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code.

The Board Members have affirmed compliance with the Code of Conduct for the year ended March 31, 2020. The code of conduct is available on our website

(http://www.shrigangindustries.com/investor-relations.html).

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” the Company has in place a formal policy for prevention of sexual harassment at work place and the Company has also Constituted the Internal Complaint Committee in compliance with the requirement of the Act.

The policy is available on our website (http://www.shrigangindustries.com/policv.html).

During the year under review, the company has not received any complaint of sexual harassment.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received necessary declaration form each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 146(6) of Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and qualify to act as Independent Director of the Company confirming that:

4- They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as of Regulation 16 of the Listing Regulations.

I In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Directors database maintained by the Indian Institute of Corporate Affairs, Manesar.

4- In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company.

COMMITTEES

Pursuant to the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted the following Committees:

1. Audit C ommittee;

2. Nomination & Remuneration Committee;

3. Stakeholders Relationship Committee; and

4. Independent Directors Committee.

AUDIT COMMITTEE COMPOSITION

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations, as on 31 March 2020, the Audit Committee of the Company comprises of following 3 (Three) Members and two third of the members of the Audit Committee are Independent Directors:

Name Designation
1. Yogesh Kumar, Independent Director Member
2. Syed Azizur Rahman, Whole Time Director Member
3. Seema Sharma, Independent Director Member

Further, as per section 177(8) of the Companies Act, 2013 there was not any case during the period under review that any recommendation is made by the Audit Committee and the Board has not accepted it.

NOMINATION & REMUNERATION POLICY

The current policy 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 Company has framed a Nomination and Remuneration Policy pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The details of policy are mentioned in Corporate Governance Report. There is no change in the policy since last financial year. The policy is available on our companys website (http://www.shrigangindustries.com/policy.html).

PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review the Company has neither made any investment(s) nor given any loan(s) or guarantee(s) or provided any security which is covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

During the year, the Company had not entered into any contract, arrangement and transaction with related parties which could be considered material in accordance as covered under Section 188 (1) of the Companies Act, 2013 during the Financial Year and in accordance with Companys Policy on materiality of and dealing with related party transactions (the “Policy”) and accordingly the disclosure of Related Party Transactions in Form AOC-2 is not applicable.

DEPOSITS

During the year, the company has neither accepted nor renewed any deposits from public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of Regulation 34 read with Part B of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management discussion and analysis report is set out in this Annual Report as “Annexure C” and covers, amongst other matters, the performance of the Company during the Financial Year 2019-2020 as well as the future outlook.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO

Information under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure “D” forming part of this Annual Report.

RISK MANAGEMENT

A key factor in determining a companys capacity to create sustainable value is the risks that the company is willing to take at strategic and operational levels and its ability to manage them effectively. Many risks exist in a companys operating environment and they emerge on a regular basis. The Companys Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

The company has in place risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor non-business risks. The Company through Board and Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. Risk Management forms an integral part of the Companys planning process.

PERFORMANCE EVALUATION

The Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides that the Board needs to undertake a formal Annual Evaluation of its own performance and that of its Committees and individual Directors. The Schedule IV of the Companies Act, 2013 read with the Rules issued there understates that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board has carried out the annual evaluation of its own performance, performance of the Directors individually as well as the performance of the working of its Audit, Nomination & Remuneration and other Committees of the Board. The evaluation was carried out taking into consideration various aspects of the Boards functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc.

The Directors expressed their satisfaction with the evaluation process.

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

As stated above, the Company is setting up a Distillery unit with Bottling Plant for IMFL & Country Liquor at Sandila, Dist. Hardoi for which it has received the requisite permission/licence. The company has been allotted land by UPSIDC in Sandila Industrial Area for setting up the unit and the production has commenced in the Bottling unit in the month of July 2020.

The setting up of the new unit would help in the revival of the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future. However, the Company has received In-principle approval from BSE Limited for Revocation of Suspension in trading of equity shares of the Company vide its letter no. LIST/COMP/SK/878/2018-19 dated October 16, 2018 which is valid for one year i.e. upto October 15, 2019 subject to submission of certain

documents and fees in a time span of one year from the date of letter. The Company has submitted the requisite fee and most of the documents as required for revocation of suspension in trading of Equity shares of the Company and is in the process of submitting the remaining documents.

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with the Section 177(9) & (10) of the Companies Act, 2013 and rules framed there under read with Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has established the Vigil Mechanism/Whistle Blower Policy, a mechanism for all Directors and employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct. The mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Policy act as a neutral and unbiased form to voice concerns in a reasonable and effective manner without fear of reprisal. The policy is disclosed on Companys website (Web Link: http://www.shrigangindustries.com/policy.html)

During the year under review no personnel has been denied access to the audit committee.

DEPOSITORY SYSTEMS

Your Company has established connectivity with both depositories - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, members holding Shares in physical mode are requested to avail of the dematerialization facility with either of the depositories.

Your Company has appointed M/s. BEETAL Financial & Services Private Limited, a Category-I SEBI registered R&T Agent as its Registrar and Share Transfer Agent across physical and electronic alternative.

LISTING OF SHARES

The Companys shares are listed on the below mentioned Stock Exchange: -

BSE Limited (BSE)

Phiroze Jeejeebhoy Towers,

25th Floor, Dalal Street,

Mumbai - 400 001

BORROWINGS FROM DIRECTORS

Pursuant to Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules, 2014, it is stated that the Company has taken loan of Rs. 300,00,000/- /- from Directors in compliance of the Act.

UPDATE ON REVOCATION STATUS OF COMPANY

The Company has received In-principle approval from BSE Limited for Revocation of Suspension in trading of equity shares of the Company vide its letter no.

LIST/COMP/SK/878/2018-19 dated October 16, 2018 subject to submission of certain documents and fees in a time span of one year from the date of letter. The Company has submitted the requisite fee and most of the documents as required for revocation of suspension in trading of Equity shares of the Company and is in the process of submitting the remaining documents.

PARTICULARS OF MANAGERIAL REMUNERATION AND EMPLOYEES

1. Disclosure in terms of Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: -

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Name of Director Ratio to median remuneration % increase in remuneration in the financial year
1. Executive Directors
a. Mr. Syed Azizur Rahman 2.67:1 --
b. Mr. Sunil Goel1 -- --
2. Non-Executive Directors
a. Mr. Yogesh Kumar -- --
b. 2 Mr. Surendra Mohan Sikka -- --
c. Mrs. Anita Gupta -- --
d. Mrs. Seema Sharma3 -- --
3. Chief Financial Officer
Mr. Anil Kumar Gupta Nil 10.06 %
4. Company Secretary
a. Kanishka Jain -- 19.14 %

1 No salary was being paid to Mr. Sunil Goel since as per his terms of appointment, salary will be payable to him once there will be commercial production in the IMFL unit of the company..

2 Relinquished the position of Independent Director w.e.f. 04-Aug-2019.

3 Appointed as Independent Director on the Board w.e.f. March 31, 2020.

ii. The percentage increase in remuneration in the median remuneration of employee in the financial year: 85.05%

iii. The number of permanent employees on the rolls of the Company at the end of the Financial Year: 11.

iv. 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: 333.53%

Percentage increase in the managerial remuneration for the year: NIL

v. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

2. Disclosure in terms of Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: -

There was no employee who has drawn salary as mentioned in the aforesaid rule.

INDUSTRIAL RELATIONS

The Industrial Relations have continued to be stable and harmonious during the course of the year.

DISCLOSURE UNDER SECRETARIAL STANDARD

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

ACKNOWLEDGEMENT

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by the government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. Your Directors gives their sincere gratitude to the customers, clients, vendors and other business associates for their continued support to the Company.

Your Directors also place on record their deep sense of appreciation for the devoted services rendered by all the employees of the company and for the continued co-operation & support received from shareholders of the Company.

By Order of the Board

For Shri Gang Industries and Allied Products Limited

Sd/- Sd/-
Syed Azizur Rahman Sunil Goel
Whole Time Director Whole Time Director
DIN: 00242790 DIN: 01229459
Add: Flat B-104 (FF), Ananda Apartments, Add: 81-A/41, Punjabi Bagh,
Sector-48, Noida, Delhi- 110026
Uttar Pradesh- 201301