shri gang industries allied products ltd Directors report

To,

The Members,

SHRI GANG INDUSTRIES AND ALLIED PRODUCTS LIMITED

Your Directors hereby present the Thirty Fourth (34th) Annual Report on Companys Business Operations along with the Audited Statement of Accounts for the year ended on March 31, 2023.

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	2022-2023	2021-2022
Income from Operations	13,868.17	8,021.37
Other Incomes	57.03	132.67
Total Revenue (A)	13,925.20	8,154.04
Expenses	12,618.21	7,453.13
Depreciation and Amortisation Expense	346.58	163.95
Total Expenses (B)	12,964.79	7,617.08
Profit (Loss) before tax (A-B) (C)	960.041	536.96
Provision for Taxation
Current Tax	-	-
Deferred Tax Charge/ (Credit)	(355.58)	65.44
Total Tax Expenses (D)	(355.58)	65.44
Profit (Loss) After Tax (C-D) (E)
Other Comprehensive Income
- Items that will not be reclassified to profit or loss	(0.55)	1.88
- Tax on above	(0.14)	0.47
Net Profit/(Loss) after tax for the year	1,315.30	473.87
Earnings per share (Basic and Diluted)	8.65	5.95

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") 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 has increased from Rs. 8,50,00,000/- (Rupees Eight Crore Fifty Lakh) divided into 85,00,000 Equity Shares of Rs. 10/- (Rupees Ten) each to Rs.18,50,00,000/- (Rupees Eighteen Crore and Fifty Lakh Only) divided into 1,85,00,000 Equity Shares of Rs. 10/-(Rupees Ten) each and was further increased to Rs. 30,00,00,000/- (Rupees Thirty Crore) divided into 3,00,00,000 Equity Shares of Rs. 10/-

(Rupees Ten) each and as on March 31, 2023, it stood at Rs. 30,00,00,000/- (Rupees Thirty Crore) divided into 3,00,00,000 Equity Shares of Rs. 10/- (Rupees Ten) each.

Consequent to the approval of members in their Extra Ordinary General Meeting held on June 27, 2022, the Preferential Issue Committee of the Board of Directors in its meeting held on July 09, 2022, allotted 1,00,00,000 Equity Shares of Rs. 10/- each to the persons belonging to the Promoter & Promoter Group and Non-Promoter Category, aggregating to Rs, 10,00,00,000/- on preferential basis in accordance with the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Consequent to the issuance & allotment of shares, the Issued, Subscribed and Paid-up Share Capital increased and as on March 31,2023, it stood at Rs. 17,93,00,000/- (Rupees Seventeen Crore Ninety-Three Lakh) divided into 1,79,30,000 (One Crore Seventy-Nine Lakh Thirty Thousand) Equity Shares of Rs. 10/- each.

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 revenue earned was Rs. 13,868.17 Lakh as compared to Rs. 8,021.37 Lakh, a significant increase by 72.89 percent. Net Profit after Tax was Rs. 1,315.30 Lakh as compared to the profit of Rs. 560.67 lakhs earned in previous financial year.

During the year there was a significant improvement in the financial performance of the company, as the Distillery Unit of the Company commenced its commercial operations in September 2022.

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

The financial position of the company is gradually improving after the commencement of the commercial operations of the distillery Unit.

The company is bottling IMFL for M/s United Spirits Limited. The company has also already entered into a long term agreement with M/s United Spirits Ltd for the supply of Extra Neutral Alcohol (ENA) that is being produced in the Distillery.

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 as Annexure B and forms part of this Annual Report.

DIVIDEND

Although there has been a turnaround in Companys performance and business operations, your Directors are unable to recommend any dividend for the year under review, as the company has accumulated losses.

AMOUNTS TRANSFERRED TO RESERVES

The Company is not statutorily required to transfer any amounts to the 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:

SR. NO.	NAME OF DIRECTOR	DESIGNATION
1.	ARUN KUMAR SHARMA	Whole Time Director
2.	*SYED AZIZUR RAHMAN	Non-Executive Director
4.	SANJAY KUMAR JAIN	Non-Executive Director
4.	SEEMA SHARMA	Non-Executive Independent director
5.	*VISHAL SINGH	Non-Executive Independent director
6.	**VYOM GOEL	Non-Executive Director

* Appointed w.e.f. June 14, 2022 **Appointed w.e.f. June 23, 2023

CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS

The following changes occurred during FY 2022-2023 till the date of this Report:

i. The category of Mr. Sanjay Kumar Jain has been changed from Non-Executive Independent Director to Non-executive Non Independent Director w.e.f May 30, 2022.

ii. Mrs. Anita Gupta, relinquished the office of Director of the Company w.e.f. June 14, 2022.

iii. On September 30, 2022, the members approved the appointment of:

- Mr. Arun Kumar Sharma (DIN: 09008061) as Whole-time Director of the Company for a period of 2 (two) years w.e.f. November 13, 2021.

- Mr. Sanjay Kumar Jain (DIN: 01014176) as Non-Executive Non-Independent Director of the Company w.e.f. March 03, 2023.

- Mr. Syed Azizur Rahman (DIN: 00242790) as Non-Executive Director of the Company w.e.f. June 14, 2022 who was appointed by Board u/s 161(1).

- Mr. Vishal Singh (DIN: 07500944) as Non-Executive Independent Director of the Company for a period of 5 (Five) years w.e.f. June 14, 2022 who was appointed by Board u/s 161 (1)of the Companies Act, 2013.

iv. The Board appointed Mr. Vyom Goel (DIN: 10063284) as Additional Non-Executive NonIndependent Director of the Company w.e.f. June 23, 2023 whose appointment as Director under section 152(6) of the Companies Act, 2013 is subject to approval of the members at the ensuing Annual General Meeting ("AGM").

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. Sanjay Kumar Jain (DIN: 01014176) 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(s) for appointment/re-appointment is being placed for your approval at the ensuing Annual General Meeting.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than reimbursement of expenses, if any.

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:

SR. NO.	NAME OF KEY MANAGERIAL PERSONNEL	DESIGNATION
1.	Mr. Arun Kumar Sharma	Whole Time Director
2.	Mr. Anil Kumar Gupta	Chief Financial Officer
3.	Ms. Kanishka Jain	Company Secretary

CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Section 135 of the Companies Act, 2013 became applicable on the Company during the year under review. As per Section 135 of Companies Act, 2013, company is required to spend the average of 2% of the Net Profit earned in the previous Three (3) Financial Years towards the Corporate Social Responsibility ("CSR") activities as per the provisions of Schedule VII of the Companies Act, 2013.

However, the Company had incurred losses in the two previous Financial Years (2019-2020 & 2020-2021) preceding the immediate previous Financial Year 2021-2022, due to which the Company was not required to do any spending towards the CSR activity (ies).

Therefore, Company was not required to constitute Corporate Social Responsibility Committee pursuant to the provisions of section 135 of the Companies Act, 2013.

Pursuant to the applicability of provisions of CSR, the Company has adopted CSR Policy of the company giving the glimpses of companys philosophy on CSR. The policy can be accessed at https://www.shrigangindustries.com/policy.html.

DETAILS OF SUBSIDIARIES/ JOINT VENTURE AND ASSOCIATE COMPANY

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

However, during the year, M/s Suraj Industries Limited ("SIL") has acquired 20.08% of the Paid- up Share capital of the Company and accordingly, the company became the Associates Company of SIL.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of its knowledge and ability state that:

i. That in the preparation of the Annual Accounts for the financial year ended March 31, 2023, 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 31,2023 and of the profit of the Company for the year ended March 31,2023;

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 31,2023 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 except the following:

? The Company has received approval from BSE Limited vide their letter dated May 31, 2023, for reclassification of M/s Mother Mira Industries Limited from Promoter & Promoter Group to Public category.

STATUTORY AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, M/s. Pawan Shubham & Co., Chartered Accountants, having FRN.: 011573C, were appointed as the Statutory Auditors of the Company at the Thirty-Third (33rd) Annual General Meeting of the Company held on September 30, 2022 for a period 5 years from the conclusion of the ensuing 33rd Annual General Meeting till the conclusion of 38th Annual General meeting of the Company at such remuneration as may be fixed by the Board of Directors of the Company.

The Notes on financial statement referred to in the Auditors Report for the Year ended March 31, 2023 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, there 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 AUDITORS AND THEIR REPORT

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 and Regulation 24A of SEBI (Listing Obligation and Disclosure) Requirements, 2015, the 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 31,2023 forms part of the Annual Report. The same is annexed as Annexure "A".

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

Secretarial Auditors Remark-1

It is observed that the promoters holding of equity shares in the company is not completely in dematerialized form as required under Regulation 31(2) 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. As on March 31, 2023, the promoters Shareholding upto the extent of 91.27 % has already been dematerialized. However, as on the date of this Report, Promoters Shareholding to the extent of 94.55 % is in Dematerialized form. 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 dont have the Fire NOC and the requisite permissions from the State Pollution Control Board for its manufacturing unit located at Sikandrabad, Uttar Pradesh. However, as informed and confirmed by the management during the year under review, no manufacturing activities are carried out at above mentioned unit.

Boards Reply

During the year under review no manufacturing operations were carried out at the Sikandrabad unit. However, the Company will obtain the Fire NOC and requisite permissions from the State Pollution Control Board once the manufacturing activity will be resumed.

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 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) and 92(3) of Companies Act, 2013 read with rules framed thereunder, the Annual Return for the Financial Year 2022-2023 will be available on the website, once filed with the Ministry of Corporate Affairs after the ensuing Annual General Meeting and can be accessed through the link

(https://www.shrigangindustries.com).

DISCLOSURE ABOUT MAINTENANCE OF COST RECORDS

The company has maintained the requisite cost records and accounts as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

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, 2023. 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 2022-2023, the Board of Directors has met five (5) times on 30-052022, 13-08-2022, 03-09-2022, 19-10-2022 and 10-02-2023. The periodicity between two Board Meetings was within the maximum time gap as prescribed in the Listing Regulations / Companies Act, 2013. The details of meetings of the Board along with the attendance of Directors are provided in the Corporate Governance Report, which forms part of this 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, 2023. The code of conduct is available on our website

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

PREVENTION OF SEXUAL HARASSMENT 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.

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 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") and qualify to act as Independent Director of the Company. In the opinion of the Board, the Independent Directors fulfil the criteria of independence specified in Section 149(6) of the Companies Act,2013 and Regulation 16(1)(b) of the SEBI LODR. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics laid down for the Board of Directors, Senior Management Personnel and other Employees.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board is of the opinion that all the independent directors appointed are having good integrity and possess the requisite expertise and experience (including the proficiency). Independent Directors have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence and that they are independent of the management.

COMMITTEES OF THE BOARD

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 Committee;

2. Nomination & Remuneration Committee;

3. Stakeholders Relationship Committee; and

4. Independent Directors Committee.

The details pertaining to the composition of all the Committees along with their charter and meetings held during the year, are provided in the Corporate Governance Report, which forms part of the Annual report.

NOMINATION & REMUNERATION POLICY

The Company has a Remuneration Policy in place encompassing the appointment and remuneration philosophy of the Company. The Policy comprises of the various elements and terms of appointment. The current policy is to have an appropriate mix of executive, nonexecutive 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. The details of policy are mentioned in Corporate Governance Report.

The policy was updated during the year under review. The policy is available on our companys website (https://www.shrigangindustries.com/policy.htmr).

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013, A separate meeting of the Independent Directors was held on March 20, 2023 in accordance with the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI LODR.

The Independent Directors at the meeting reviewed the following:

• Performance of non-independent Directors and the Board as a whole.

• Assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties.

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 has entered into contract, arrangement and transactions with related parties which were in the ordinary course of business and on arms length basis and none of the contract, arrangement and transactions could be considered material as covered under Section 188 (1) of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions in Form AOC-2 is not applicable and hence does not form part of this report.

Pursuant to Regulation 23 of SEBI LODR, the resolution seeking approval of the shareholders on material related party transactions is being placed before the shareholders at the forthcoming AGM.

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.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

CONSERVATION OF ENERGY
The Steps taken or impact on conservation or energy	The Company has commissioned Distillery unit during the year which is designed and equipped with energy conservation equipment and technology and the Company shall give highest priority to the conservation of energy on ongoing basis in coming years by improving the energy efficiency based on latest technology.
The steps taken by the company for utilizing alternate sources of energy
The capital investment on energy conservation equipments

 

TECHNOLOGY ABSORPTION
The efforts made towards technology absorption	The Company has commissioned Distillery unit during the year which is designed and equipped with energy conservation equipment and technology and the Company shall give highest priority to the conservation of energy on ongoing basis in coming years by improving the energy efficiency based on latest technology.
The benefits derived like product improvement, cost reduction, product development or import substitution
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
a. The details of technology been fully absorbed	-
b. The year of import	-
c. Whether the technology been full absorbed	-
d. If not fully absorbed, areas where absorption has not taken place, and the reason thereof.	-
The expenditure incurred on Research and Development	-

There was no Foreign Exchange Earnings and outgo during the year under review.

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.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

As per the provisions of Regulation 15(2) of SEBI (LODR) Regulations, 2015, 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) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V. Accordingly, the Corporate Governance provisions as envisaged above, were not applicable on the Company at the beginning of the year.

However, pursuant to increase in Paid up share capital of the Company during the year under review, 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) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V have become applicable to the Company w.e.f. July 09, 2022 and since then the Company is complying with the regulations and is committed to maintain the standards of Corporate Governance.

Your Company continues to be compliant with the requirements of Corporate Governance as enshrined in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR). A Report on Corporate Governance along as stipulated under the Listing Regulations forms part of the Annual Report as Annexure- C. A certificate from the Practising Company Secretary, confirming compliance with the conditions of Corporate Governance, as stipulated in the SEBI LODR forms part of this Report.

PERFORMANCE EVALUATION AND FAMILIARIZATION PROGRAMME

The Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable, 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 details of programme for familiarization of Independent Directors of your Company is available on your Companys website https://www.shrigangindustries.com/investor- relations.html.

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company during the financial year 20222023.

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.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with the Section 177(9) & (10) of the Companies Act, 2013 and rules framed there under, 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: https://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 during the year under review, the Company has taken loan from Directors of the Company the details of which are given in Notes to the Financial Statements for the Financial Year ending March 31, 2023. The declarations in writing to the effect that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others has also been received by the Company from the concerned Directors.

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:

SR. NO.	NAME OF DIRECTOR	RATIO TO MEDIAN REMUNERATION	% INCREASE IN REMUNERATION IN THE FINANCIAL YEAR
1.	Executive Directors
a.	Mr. Arun Kumar Sharma	5.73:1	23.33%
2.	Non-Executive Directors
a.	Mr. Syed Azizur Rahman1	--	--
b.	Mrs. Anita Gupta2	--	--
c.	Mrs. Seema Sharma	--	--
d.	Mr. Vishal Singh3
e.	Mr. Sanjay Kumar Jain	--	--
3.	Chief Financial Officer
	Mr. Anil Kumar Gupta	--	5.89%
4.	Company Secretary
a.	Ms. Kanishka Jain	--	--

1 Appointed as Director w.e.f. June 14, 2022.

2 Relinquished the office of Director w.e.f. June 14, 2022.

3 Appointed as Independent Director w.e.f. June 14, 2022.

ii. The percentage increase in remuneration in the median remuneration of employee in the financial year: (-) 9.48%

The figure is negative due to the reason the number of employees increased from 47 as on 31.03.2022 to 159 as on 31.03.2023. The pay scales of the new employees are based on their experience and qualifications.

iii. The number of permanent employees on the rolls of the Company at the end of the Financial Year: 159.

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:

Percentage increase in the managerial remuneration for the year: 16.75%

Percentage increase in salaries of Employees other than the Managerial Personnel: -9.48%

There was percentile decrease in the Salaries of Employees other than the Managerial Personnel due to increase in number of employees with lower salary base commensurating with their qualification and experience.

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.

Further, the report and the accounts are being sent to the Members. In terms of Section 136 of the Act, all the documents are open for inspection and any Member interestedin obtaining a copy of the same may write to the Company Secretary.

INDUSTRIAL RELATIONS

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

DEVIATION(S) OR VARIATION(S) IN THE USE OF PROCEEDS OF PREFERENTIAL ISSUE, IF ANY

There were no instances of deviation(s) or variation(s) in the utilization of proceeds of the Preferential Issue of Equity Shares as mentioned in the objects of Offer in the Offer Document.

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.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

> Issue of equity shares with differential rights as to dividend, voting or otherwise.

> Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

> The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

> No transfer was made to the Investor Education and Protection fund against the unclaimed dividend or shares during the year. However, the Company has transferred

Rs. 41,690/- to IEPF collected from one of the Promoter as penalty towards the violation of Companys Code of Conduct for Trading by designated persons.

> No application has been made or proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year.

> There are no details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

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/-
Arun Kumar Sharma	Syed Azizur Rahman
Whole Time Director	Director
DIN:09008061	DIN: 00242790
Date: 25. 08.2023
Place: New Delhi