You are here » Home » Companies » Company Overview » Shri Gang Industries & Allied Products Ltd

Shri Gang Industries & Allied Products Ltd.

BSE: 523309 Sector: Others
NSE: N.A. ISIN Code: INE241V01018
BSE 05:30 | 01 Jan Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN
PREVIOUS CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

Shri Gang Industries & Allied Products Ltd. (SHRIGANGINDUS) - Director Report

Company director report

To

The Members

Shri Gang Industries and Allied Products Limited

Your Directors are hereby present their Report on Company's Business Operations alongwith the Audited Statement of Accounts for the year ended on March 31 2017.

FINANCIAL PERFORMANCE OF THE COMPANY

The financial performance of the Company for the period under review and comparativefigures for the previous year are summarized below:

(Rs. in Lacs)

Particulars 2016-2017 2015-2016
Income from Operations 68.86 -
Other Incomes 8.85 0.21
Profit/(Loss) before Depreciation & Extra-Ordinary Items (121.89) (17.91)
Depreciation (21.22) (24.01)
Extraordinary Items
- Prior Period Expenses - (20.91)
- Old & unusable materials written off (135.13) -
Net Profit (Loss) after depreciation before tax (278.24) (62.83)
Provision for Taxation
Income Tax - -
Net Profit/(Loss) after tax for the year (278.24) (62.83)

PERFORMANCE OF BUSINESS

During the year ended the Company has incurred loss of Rs. 278.24 lacs as compared tothe loss of Rs.62.83 lacs in last year.

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

The members are aware that due to adverse market conditions the management of thecompany had suspended its manufacturing activities at the factory effective from 25thMarch 2010 and accordingly declared "lay-off" for indefinite period.

Thereafter the company had submitted a Modified Rehabilitation Scheme to Hon'ble BIFRso that the company could resume its operations and come out of sickness. In the meantimethe Government of Uttar Pradesh pronounced a one-time policy for the revival of the sickunits in the State. The company submitted its application to the Government for the grantof relief and concessions as per this policy. The company also submitted an application toHon'ble BIFR with a prayer directions be issued to the Government of Uttar Pradesh for thegrant of relief and concessions as per its one-time policy for the revival of the sickunits in the State. The Hon'ble BIFR passed the orders in this regard in the hearings heldon

25.07.2016 & 20.10.2016. Thereafter the Government of Uttar Pradesh also issued aGO on 29.12.2016 granting the relief and concessions to the company as per its one-timepolicy for the revival of the sick units in the State. As per this Order the company hasbeen granted further time for the payment of the past dues of Commercial Tax DepartmentPICUP and Paschimanchal Vidyut Vitran Nigam Ltd (PVVNL). In addition to this facility ofreimbursement has been granted in respect some portion of the VAT GST etc. that would bedeposited by the company in future.

Apart from this as a part of the rehabilitation scheme the company has been permittedto set up a Distillery unit with Bottling Plant for IMFL & Country Liquor at SandilaDist. Hardoi. The company has already been allotted land by UPSIDC in Sandila IndustrialArea for setting up the unit. The setting up of the new unit would help in the revival ofthe company.

Based on these developments the company resumed its manufacturing operations on alimited scale during the year under review. The operations would be gradually scaled uponce PVVNL restores the power connection to the unit and some essential modificationsadditions and technological up gradations are carried out in the existing plant andequipment.

DIVIDEND

Due to the present financial position your Directors are unable to recommend anydividend for the year under review.

AMOUNTS TRANSFERRED TO RESERVES

Due to inadequate profits the company has not transferred any amount to reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Janeshwar Kumar Jain Whole Time Director of the company expired on 15thNovember 2016. The Board places on record its appreciation of the immense contribution byMr. Janeshwar Kumar Jain as Whole Time Director of the Company. After his death there wasa casual vacancy in the office of Whole Time Director. Thereafter Mr.Syed Azizur RahmanDirector of the Company was appointed as Whole Time Director of the Company with effectfrom 9th May 2017.

Mr. Syed Azizur Rahman Director of the Company is liable to retire by rotation at theensuing Annual General Meeting pursuant to the provisions of Section 152 of the CompaniesAct 2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014and the Articles of Association of your Company and being eligible offers himself forre-appointment. Appropriate resolution for his re-appointment is being placed for yourapproval at the ensuing AGM.

The Board has appointed Ms. Shefali Sharma as Company Secretary of the company w.e.fOctober 03 2016 pursuant to the provisions of section 203 of the Companies Act 2013 readwith Rule 8A of the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 and in accordance with the provisions of Articles of Association of yourCompany.

Pursuant to the provision of Section 203 of Companies Act 2013 read with all therelevant applicable rules your Company was required to appoint Chief Financial Officer(CFO). Further the Board of Directors at its meeting held on 14th August 2017has appointed Mr. Anil Kumar Gupta as Chief Financial Officer

of the Company.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with relevantapplicable rules your company required to appoint an Internal Auditor. Further the Boardof Directors at its meeting held on 14th August 2017 has appointed M/s MohanGupta & Co. Chartered Accountants as Internal Auditor of the Company.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 isannexed herewith as "Annexure A".

CORPORATE SOCIAL RESPONSIBILITY

The Company was not required to constitute corporate social responsibility committeepursuant 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.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) That in the preparation of the Annual Accounts for the year ended March 312017 the applicable Accounting standards have been followed and that there are nomaterial departures.

ii) The Directors have been selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2017 andof the profit or loss of the Company for the year ended March 31 2017.

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

iv) The accounts have been prepared following the going concern basis.

v) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The Directors had devised proper system to ensure compliance with theprovisions of all the applicable laws and that such system were adequate and operatingeffectively.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial Position of your Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate and on the date of this report.

AUDITORS

In terms of the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules

2014 an audit firm can hold office as statutory auditor for two terms of fiveconsecutive years i.e. for a maximum period of ten years. They can be re-appointed after acooling period of five years. In computing the period of ten years the period for whichthe auditor held office before the commencement of the Act i.e. before 1st April 2014 isalso to be taken into account.

At the 27th AGM of your Company the shareholders had approved theappointment of M/s Tas Associates Chartered Accountants (Firm registration No. 010520N)as the Statutory Auditors to hold office till the conclusion of the 28th AGM.M/s Tas Associates Chartered Accountants have been the Statutory Auditors of your companyfor a continuous period of 9 years from 2005-06 to 2013-14 after a gap of one year theywere reappointed as Statutory Auditors from financial year 2015-16 to 2016-17.

M/s Tas Associates Chartered Accountants has been in office for more than ten yearsand in compliance with the provisions of the Companies Act 2013 your Company will have toappoint a new auditor in their place. The Board of Directors at its meeting held on 14thAugust 2017 recommended the appointment of M/s. Satendra Rawat & Co. CharteredAccountants (Firms registration no. 008298C) as Statutory Auditors of your Company inplace of M/s. Tas Associates Chartered Accountants to hold office from the conclusion ofthis AGM until the conclusion of the 33rd AGM of your Company subject to theratification by the Members at every AGM. Resolutions seeking your approval on this itemisincluded in the Notice convening the AGM.

The Company has received the requisite certificate from M/s Satendra Rawat & Co.Chartered Accountants to the effect that their appointment if effected would be inaccordance with the provisions of section 139(2) of the Companies Act 2013 and rules madethereunder.

AUDIT REPORT

The Auditor had pointed out certain remarks which are replied by the Board ofDirectors hereunder:

Auditors Remark -1

In the Auditors Report under point (a) of matter of emphasis it has been stated that"with reference to note no 4 5 9 & 25 these accounts have been preparedwithout any provision of interest on the overdue amount of interest free loan in lieu ofTrade Tax of Rs.446.00 lacs from PICUP and on overdue principal amount of deferred TradeTax amounting to Rs. 3016.09 lacs in accordance with the UP Govt. Order dated 29.12.2016waiving all accumulated interest and future interest subject to fulfillment of theconditions & adherence to revised schedule of repayment.

Board's Reply

The explanation of Directors on the above comment is as under:

As per the Government Order dated 29.12.2016 issued by the Government of Uttar Pradeshthe interest charged by PICUP and Commercial Tax Department on these amounts has alreadybeen waived and no interest is payable in future. Accordingly no interest is payable bythe company and provision is not required to be made unless any default is made by thecompany as per the terms of the said UP Govt. order for commencing repayment in 10 annualinstallments

after initial moratorium of 2 years.

Auditors Remark - 2

In the Auditors Report under point (b) of matter of emphasis it has been stated that"with reference to Note 5 & 24 charges on account of Minimum demand charges(with surcharge) and surcharge on deferred power charges accumulating in aggregate to Rs2243.06 lacs levied by Paschimanchal Vidyut Vitran Nigam has not been provided for inthese accounts as it has been waived by the Government of Uttar Pradesh vide its orderdated 29.12.2016. The waiver is subject to the approval of the Uttar Pradesh ElectricityRegulatory Commission for which the petition has already been filed."

Board's Reply

The explanation of Directors on the above comment is as under:

The Government of Uttar Pradesh vide its Order dated 29.12.2016 has waived the minimumdemand charges as well as the surcharge levied by Paschimanchal Vidyut Vitran Nigam Ltd.This waiver was subject to the approval of Uttar Pradesh Electricity Regulatory Commission(UPERC). The UPERC in its hearing held on 14.06.2017 has passed the appropriate orderwaiving the minimum demand charge as well as interest & surcharge charged byPaschimanchal Vidyut Vitran Nigam on the deferred power charges and minimum demand charge.

Auditors Remark - 3

In the Auditors Report under point (c) of matter of emphasis it has been stated that"with reference to Note no. 26 that the company suspended its manufacturingactivities since 25.03.2010 and accordingly declared 'lay off' for indefinite period.During the current year the company has partially resumed its manufacturing operationswhich shall be gradually scaled up. Such long suspended activities partial resumption ofoperations coupled with the fact that the company's accumulated losses have exceeded itsnet worth indicates the existence of a material uncertainty about the company's abilityto re-establish its full operations severally affecting the 'going concern assumption'.However these accounts have been prepared by the management on 'going concern assumption'in view of the UP Govt. order No 1571/77-1-2016-10 (BIFR)/ 2009TC dated 29.12.2016 asexplained in the said note 26."

Board's Reply

The explanation of Directors on the above comment is as under:

The Company was declared a sick industrial company in May 2001 by the Hon'ble Boardfor Industrial and Financial Reconstruction. The management is putting their best effortsto revive the operations of the Company. However due to continued losses and erosion ofworking capital the Company had to suspend its production activities and the workers arelaid off w.e.f. March 25 2010. The Government of Uttar Pradesh had formulated a revivalpolicy for the sick units in the State. In pursuance to this policy the Government hassanctioned a rehabilitation package vide its Order dated 29.12.2016 vide which the paymentof the various Government dues have been rescheduled interest thereon has been waived andrelief and concessions have been given in respect of future Government dues. In view ofthis rehabilitation package the company has partially resumed its manufacturing operationsduring the year which shall be gradually scaled up. Therefore the accounts have beenprepared on the Going Concern Assumption.

Auditors Remark - 4

In the Auditor's Report under point (1) of Basis for Qualified Opinion it has beenstated that "Attention is drawn that the Capital Work in Progress of Rs.9.96 lacswhich has not yet been completed and commissioned may not be realizable at the valuesshown in these financial statements and for which no provision for its impairment in itsvalue if any is made. Accordingly the losses for the current year and accumulated lossesare shown less and non-current assets are shown in excess of Rs.9.96 lacs."

Board's Reply

The explanation of Directors on the above comment is as under:

As mentioned in the foregoing paragraph Government of Uttar Pradesh has sanctioned arehabilitation package vide its Order dated 29.12.2016 vide which the payment of thevarious Government dues have been rescheduled interest thereon has been waived and reliefand concessions have been given in respect of future Government dues. In view of thisrehabilitation package the company has partially resumed its manufacturing operationsduring the year which shall be gradually scaled up. The company in the current year wouldcomplete the pending Capital work and the amount of Rs. 9.96 lacs shown as "CapitalWork in Progress" would be accordingly capitalized.

Auditors Remark - 5

In the Auditor's Report under point (2) of Basis for Qualified Opinion it has beenstated that "Interest on unpaid overdue Public Deposits of Rs.30.00 lacs for the yearhas not been provided for amounting to Rs. 3.00 lacs (accumulated Rs.20.25 lacs approx. upto date of Balance Sheet). Accordingly loss for the current year and accumulated lossesare less and current liabilities are also less by Rs. 20.25lacs."

Board's Reply

The explanation of Directors on the above comment is as under:

The deposit was accepted by the company in compliance of the provisions of theCompanies Act & Rules prevalent at the time of acceptance of deposit. However due tothe erosion in the net worth and continuous losses the company has not been able to payinterest on the deposit. The company is in discussions with the depositor for waiver ofthe interest and repayment of the deposit in installments.

Auditors Remark - 6

In the Auditor's Report under point (3) of Basis for Qualified Opinion it has beenstated that "In the absence of adequate documentation and documentary proofs we areunable to comment whether there is any impairment in the value of the fixed assets due toefflux of time and suspension of manufacturing activities since March 2010 and requirementof provision for the same which might be required to be provided

for. In the absence of adequate records and any proofs of physical verification thediscrepancies realizable/salvage value the impact of impairment cannot beascertained."

Board's Reply

The explanation of Directors on the above comment is as under:

Since the manufacturing operations were suspended the entire plant was put under lockand key and periodically the plant was opened to check the condition and the physicalstatus of the machinery and equipment's by way of visual examination. In the opinion ofBoard of Directors there is no deterioration in the condition of Plant & Equipment'srequiring for any provision for impairment.

Auditors Remark - 7

At para 1 (a) & (b) of Annexure A of the Auditor's Report it has been stated that:

"(a) In view of the suspended manufacturing activities by the company over a longperiod since March 2010 we are unable to state whether the company has maintained properrecords showing full particulars including quantitative details and situation of fixedassets.

(b) As explained and informed to us that the manufacturing activities of the companywere suspended since March 2010 and the Management has stated to have carried out thephysical verification of part of the fixed assets during the year under consideration. Inthe absence of adequate documents we are unable to comment whether such physicalverification of the fixed assets was carried out or the frequency of such physicalverification was reasonable having regard to the size of the company and the nature of itsfixed assets. In absence of any such record of physical verification the discrepanciesif any between the physical assets and the book records are not ascertainable."

Board's Reply

The explanation of Directors on the above comment is as under:

Since the manufacturing operations were suspended the entire plant was put under lockand key and periodically the plant was opened to check the condition and the physicalstatus of the machinery and equipment's. On such periodic inspections no adverse fact wasnoticed.

Auditors Remark - 8

At para 5 of Annexure A of the Auditor's Report it has been stated that "Accordingto the information and explanation given to us the Company has also not complied with theprovisions of section 73 and 74 of the Act and the rules framed there under so far asapplicable to the repayment of principal amount and interest on due dates or the renewalthereof in respect of overdue public deposit of Rs.30 lacs."

Board's Reply

The explanation of Directors on the above comment is as under:

The deposit was accepted by the company in compliance of the provisions of theCompanies Act & Rules prevalent at the time of acceptance of deposit. However due tothe erosion in the net worth and continuous losses the company has not been able to payinterest on the deposit. The company is in discussions with the depositor for waiver ofthe interest and repayment of the deposit in installments.

Auditors Remark - 9

At para 7(a) of Annexure A of the Auditor's Report it has been stated that"According to the information and explanations given to us and on the basis of ourexamination of the records of the company undisputed statutory dues including providentfund employees state insurance income-tax sales-tax service-tax duty of customs dutyof excise value added tax cess and other material statutory dues as applicable havebeen regularly deposited with the appropriate authorities to the extent applicable to it.Further no undisputed amounts payable in respect thereof were in arrears at the year-endfor a period of more than six months from the date they became payable; except thefollowing:

(i) Deferred Trade Tax/ Vat amounting to Rs.3016.09 lacs as explained in note no. 25 ofthese financial statements.

(ii) Excise Duty amounting to Rs 15.68 lacs;

(iii) Penalty on Excise Duty amounting to Rs 15.68 lacs;

(iv) Employees' State Insurance amounting to Rs 4.21 lacs.

Board's Reply

The explanation of Directors on the above comment is as under:

1. As per the Government of Uttar Pradesh order dated 29th December 2016the deferred trade tax & VAT is to be paid in 10 annual installments after amoratorium period of 2 years.

2. The Hon'ble BIFR vide its order dated 25th July 2016 has directed theExcise Department & ESI Department to consider the company's request for payment ofarrears of Excise Duty & Employees State Insurance in installments and waiver ofpenalty thereon as per their standard package of relief & concession announced by themfor sick industrial companies.

SECRETARIAL AUDITOR

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

The Secretarial Audit Report in prescribed form MR-3 for the financial year ended onMarch 31 2017 forms part of the Annual Report is annexed as Annexure"B".

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

Secretarial Auditors Remark - 1

The Company was required to appoint Internal Auditor as per the section 138 of theCompanies Act 2013 read with rule 13 of Companies (Accounts) Rule 2014. However it isobserved that no Internal Auditor has been appointed by the Company during the period.

Board's Reply

Since the manufacturing operations were suspended and the volumes of transactions arevery less and the company is a loss making entity therefore it was not feasible toappoint internal auditor. However the internal controls were adequately exercised duringthe Financial Year ended March 31 2017. The Board of Directors at its meeting held on 14thAugust 2017 has appointed M/s Mohan Gupta & Co. Chartered Accountants as InternalAuditor of the Company in compliance of the provisions of Companies Act 2013.

Secretarial Auditors Remark - 2

The Company was required to appoint Managing Director/ Manager/Chief ExecutiveOfficer/Whole-time Director Chief Financial Officer and Company Secretary pursuant tosection 203 of the Companies Act 2013. Further the Registrar of Companies Uttar PradeshKanpur has issued show cause notice TC/203/11004/673 dated 05.05.2016 regarding nonappointment of Key Managerial Personnel in pursuant to Section 203 of the Companies Act2013. Thereafter the company has appointed Company Secretary w.e.f. October 3 2016.However the company has no CEO/Managing Director/ Whole Time Director and Chief FinancialOfficer as on March 31 2017.

Board's Reply

As stated in the Directors Report there were no business activities in the Companysince March 2010. Further after suspension of manufacturing activity the working staffsincluding workers have left the company one by one. The management was trying their bestto revive the Company and during the period it has resumed its manufacturing operationsbut at very low scale. Mr. Janeshwar Kumar Jain who was appointed as Whole Time Directorof the Company on 27/12/2010 to fulfill the requirements of Section 203(1) (i) of theCompanies Act 2013 expired on November 15 2016 and as a result a vacancy arose in theoffice of Whole Time Director. Mr. Syed Azizur Rahman Director of the Company wasappointed as Whole Time Directorof the Company with effect from May 9 2017.

Thereafter the Board of Directors at its meeting held on August 14 2017 has appointedMr. Anil Kumar Gupta as Chief Financial Officer (CFO) of the Company in compliance of theCompanies Act 2013.

Secretarial Auditors Remark - 3

The Trading in equity shares of the Company had been suspended by the BSE Limited videsuspension Notice no. 20120917-21 dated September 17 2012 & letter no. DCS/COMP/AJ/SUS/523309/179/2012-13 dated September 17 2012 respectively due to Non-complianceof the various clauses of the Listing Agreement. Also during the year Company has receivedcommunications through emails from Listing Department BSE Limited mentioning observation/ pending compliance(s) of Listing requirement & the Company has submitted its repliesfrom time to time in response to the letters received from BSE Limited however approvalfor resumption of trading in equity is yet to be received from BSE Limited.

Board's Reply

The Company was suspended due to non-payment of listing fees & certainnon-compliance of listing agreement. The Company has since then paid the listing fees thatwas due and has completed the pending compliances and submitted all the documents with BSEfor revocation of suspension of trading. The Company is constantly following up with BSELimited for resumption of trading in share activities.

Secretarial Auditors Remark - 4

The Company had received a deposit of Rs.30 Lacs before the commencement of the Act forwhich no interest as well repayment was made during the year as per Section 73 and 74 ofthe Act.

Board's Reply

The deposit was accepted by the company in compliance of the provisions of theCompanies Act & Rules prevalent at the time of acceptance of deposit. However due tothe erosion in the net worth and continuous losses the company has not been able to payinterest on the deposit. The company is in discussions with the depositor for waiver ofthe interest and repayment of the deposit in installments.

Secretarial Auditors Remark - 5

It is observed that the promoter's 100% equity shares in the company are not in dematform which is in non-compliance of Regulation 31 of SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 (LODR).

Board's Reply

The Company has been allotted ISIN by CDSL for dematerialization of the Company'sShares. The Company has also made an application to NSDL for obtaining ISIN from NSDLwhich is under process. The Company had made request to all the shareholders includingpromoters through notice of last Annual General Meeting requesting them to dematerializetheir shares. Similar request to all shareholders including promoters is being made in thenotice of ensuing Annual General Meeting which is being sent to all the shareholders andwill also make necessary advertisement through public notice requesting members todematerialize their shares. The promoter's shareholding to the extent of 66.19% has beendematerialized during the month of July 2017. The Management will also follow up with thepromoters to get their balance shares dematerialized to make the Company compliant as perLODR.

Secretarial Auditors Remark - 6

As per regulation 17(8) of LODR the Company is required to obtain certificate from CEO/CFO however it is observed that the said certificate has been obtained from the thenWhole Time Director of the Company.

Board's Reply

As the Company was a Sick industrial Company registered with BIFR and its manufacturingoperations were suspended since 25th March 2010 the position of CEO/CFO wasvacant. In absence of CEO/CFO Mr. J K Jain the then Whole Time Director of the Companyhad submitted certificate in terms of Regulation 17(8) of SEBI (Listing Obligation &Disclosure Requirements) Regulations 2015 to the Board.

Secretarial Auditors Remark - 7

/4s per General Order No.1 of 2015 dated 20 July 2015 of SEBI (Prohibition on RaisingFurther Capital From Public and Transfer of securities of Suspended Companies) undersection 11A read with section 11 of the Securities and Exchange Board of India Act 1992suspended company and the depositories shall not effect transfer by way of sale pledgeetc.of shares of suspended company held by promoters /promoters group and Directors tillthree months after the date of revocation of suspension by the concerned recognized stockexchange. However it is observed that during the financial year there has been inter setransfer of shares amongst the promoters of the company.

Board's Reply

During the period the promoters of the Company had not sold any shares to public therewere certain inter-se transfer of shares only amongst promoters and promoters group. Thepromoters as well as the Company had filed timely necessary disclosure pursuant toRegulations 7(2) SEBI (Prohibition of Insider Trading) Regulations 2015 and disclosureunder Regulation 29(2) SEBI (Substantial Acquisition of Shares and Takeovers) Regulationswith the exchange.

Secretarial Auditors Remark - 8

The Company has resumed its manufacturing operations during the period and is in theprocess of obtaining requisite permissions from the State Pollution Control Board for itsmanufacturing unit.

Board's Reply

As stated in the Directors Report your company has resumed its manufacturing operationsduring the period. Your company is in the process of filing the requisite application withthe UP State Pollution Control Board.

SHARE CAPITAL

During the year there has been no change in the authorised subscribed and paid-upshare capital of the Company. As at March 31 2017 the paid-up share capital stood at Rs.79300000/-comprising of 7930000 equity shares of 10/- each.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Since the manufacturing activities of the company have been suspended since March 2010and the Company doesn't have any material numbers of financial transactions. However theinternal controls were adequately exercised keeping in view the volume of transactionsduring the year and the same was

noted and taken on record by the Board at its Board Meeting held on May302016.

NUMBER OF BOARD MEETINGS

During the financial year 2016-17 eight (8) Board Meetings were held. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. Thedetails of all Board / Committee meetings held during the year are given in the CorporateGovernance Report.

CORPORATE GOVERNANCE DISCLOSURE

As a responsible corporate citizen the Company is committed to maintain the higheststandards of Corporate Governance and believes in adhering to the best corporate practicesprevalent globally.

A detailed report on Corporate Governance is attached as Annexure "C". Acertificate from a Practising Company Secretary confirming the compliance with theconditions of Corporate Governance as stipulated in Regulation 34(3) read with Clause Cof Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation2015 is attached to the Corporate Governance Report.

Your Company gives due emphasis on the adaptability to such procedures so as to ensuretransparency accountability & integrity in all respect.

CODE OF CONDUCT

In compliance with Regulation 26(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 and the Companies Act 2013 the Company has framed andadopted a code of conduct. The code is applicable to the members of the Board and allemployees of the Company.

The Board Members have affirmed compliance with the Code of Conduct for the year endedMarch 31 2017. The code of conduct is available on our website (http://www .shrigangindustries.com).

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The company has in place a formal policy for prevention of sexual harassment of womenemployees in line with "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

During the year under review the company has not received any complaint of sexualharassment.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independence laiddown in Section 146(6) of Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

MEETING OF INDEPENDENT DIRECTORS

In terms of the requirements of Schedule IV of the Companies Act 2013 and Regulation25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation

2015 a separate meeting of the Independent Directors was held on March 20 2017.

The Independent Directors at the meeting reviewed the following:-

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

• Performance of Chairperson of the Company.

• Assess the quality quantity and time lineless of flow of information betweenthe management of the listed entity and the board of directors that is necessary for theBoard of Directors to effectively and reasonably perform their duties.

COMMITTEE'S

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

1. Audit Committee;

2. Nomination & Remuneration Committee;

3. Stakeholders Relationship Committee; and

4. Independent Directors Committee.

The details of composition and terms of reference of these committees are mentioned inthe Corporate Governance Report.

NOMINATION &REMUNERATION POLICY

The Company has framed a Nomination and Remuneration Policy pursuant to the provisionsof Section 178 of the Act 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 changein the policy since last financial year.The policy is available on our company's website (http://www.shriaanaindustries.com/policv.html).

PARTICULARS OF LOAN(S) GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THECOMPANIES ACT 2013

During the year under review the Company has neither made any investment(s) nor givenany loan(s) or guarantee(s) or provided any security which is covered under the provisionsof 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 andtransaction with related parties which could be considered material in accordance with theCompany's Policy on materiality of and dealing with related party transactions (the"Policy") and accordingly the disclosure of Related Party Transactions in FormAOC-2 is not applicable.

DEPOSITS

During the year the company has not accepted any deposits from public. However due tothe erosion in the net worth of the company the company has not been able to pay theprincipal amount and interest on due dates in respect of deposit of Rs. 30 Lacs taken fromspecified persons in earlier years. The company is in discussion with the depositor forthe waiver of the interest and re-payment of deposit in instalments.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management discussion and analysis reportis set out in this Annual Report as "Annexure D".

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

Information under Section 134(3) (m) of the Companies Act 2013 read with Companies(Accounts) Rule 2014 regarding conservation of energy technology absorption and foreignexchange earnings and outgo are given in Annexure "E" forming part ofthis report.

RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedureswhich are reviewed by the Board periodically. Board has prepared & implemented RiskManagement Policy which is reviewed and monitored on regular basis to identify and reviewcritical risks.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance performance of Independent Directors andthat of its Committees viz. Audit Committee Nomination and Remuneration Committee andStakeholders Relationship Committee. The evaluation was carried out on parameters such aslevel of engagement and contribution independence of judgment safeguarding the interestsof the Company and its shareholders etc.

The Directors expressed their satisfaction with the evaluation process.

THE CHANGE IN THE NATURE OF BUSINESS IF ANY

As stated above the Company proposes to set up a Distillery unit with Bottling Plantfor IMFL & Country Liquor at Sandila Dist. Hardoi for which it has received therequisite permission/ licence. The company has been allotted land by UPSIDC in SandilaIndustrial Area for setting up the unit. The setting up of the new unit would help in therevival of the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the Company's operations in future.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board has approved the Vigil Mechanism/Whistle Blower Policy a mechanism for allDirectors and employees to report to the management concerns about unethical behavioractual or suspected fraud or violation of the Company's code of conduct. The mechanismalso provide 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 inexceptional cases. The Policy act as a neutral and unbiased form to voice concerns in areasonable and effective manner without fear of reprisal. The policy is disclosed onCompany's website (Web Link: http://www . shriaanaindustries.com/policv.html)

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

PARTICULARS OF MANAGERIAL REMUNERATION AND EMPLOYEES

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

Notes:-

• During the year under review no remuneration was paid to CFO Executive andNon-Executive Director of the Company.

• During the year under review Ms. Shefali Sharma was appointed as CompanySecretary w.e.f 3.10.2016 and was paid a remuneration of Rs. 116930/-.

• There were no permanent employee on the rolls of the company during last year.During the year under review the company has restarted its manufacturing operations andfresh appointments were made during the year. The total number of permanent employees onthe rolls of the Company as on 31st March 2017 were twenty three (23) includingthe Company Secretary.

• In view of the above no other disclosure required in terms of Rule 5 (1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 wasapplicable.

2. Disclosure in terms of Rule 5 (2) of The Companies (Appointment and Remuneration ofManagerial 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 courseof the year.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude and appreciation for theassistance and cooperation received from its Bankers Auditors and other constituentsduring the year under review.

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

Bv Order of the Board For Shri Gang Industries and Allied Products Limited

Place: New Delhi Sd/-

Syed Azizur Rahman

Date: 14.08.2017 Chairman & Whole Time Director
DIN:00242790
Add: Flat B-104 (FF)
Ananda Apartment Sector-48
Noida Uttar Pradesh- 201301
Registered office:
A-26 UPSIDC Industrial Area
Sikandrabad Bulandshahar Uttar Pradesh-203205