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Shri Gang Industries & Allied Products Ltd.

BSE: 523309 Sector: Others
NSE: N.A. ISIN Code: INE241V01018
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Shri Gang Industries & Allied Products Ltd. (SHRIGANGINDUS) - Director Report

Company director report

To

The Members

Shri Gang Industries and Allied Product Limited

Your Directors are hereby present their Report on Company's Business Operations alongwith the Audited Statement of Accounts for the Financial Year ended June 30 2015.

FINANCIAL RESULTS OF THE COMPANY

The financial results of the Company for the year under review and comparative figuresfor the previous year are summarized below:

(in Rs)

2014-2015 2013-2014
Income from Operations - -
Other Incomes 13206798* 239694
Profit/(Loss) before Depreciation & ExtraOrdinary Items 16407479 3752294
Depreciation (3200681) (3512600)
VAT Provision for earlier years 8640990 -
Net Profit (Loss) after depreciation before tax 538641 (3732847)
Provision for Taxation - -
Income Tax
Net Profit/(Loss) after tax for the year 538641 (3732847)

* Including a sum of Rs. 13079996 towards credit balances written off.

OPERATIONAL PERFORMANCE:

During the financial year 2014-15 the Company has recorded profit of Rs. 538641 ascompared to loss of Rupees 3732847 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. The Marketconditions are now stable and the Company has submitted a Modified Rehabilitation Schemeto Hon'ble BIFR and based on that the Company shall resume its manufacturing operating.

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

Pursuant to the provisions of section 152 of the Companies Act 2013 and in accordancewith provisions of Articles of Association of the Company Mr. J K Jain Director of theCompany is liable to retire by rotation and being eligible offers himself forre-appointment.

Mr. J K Jain is not disqualified under Section 164(2) of the Companies Act 2013.

The Board has recommended the re-appointment of Shri Jane- shwar Kumar Jain as WholeTime Director of the Company.

Ms. Suchi Bahl has been appointed as Non-Executive Director on the Board of Directorsof the Company w.e.f February 13 2015.Your Board proposes to regularize her as Directorof the Company.

The tenure of Mr. Narendra Singh Bisht Mr. Rajesh Kumar Gupta & Mr. Gyan ChandJain Independent Directors of the Company has been fixed for five years in terms of theprovisions of Listing Agreement and the relevant provisions of the Companies Act 2013.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as “Annexure A”

CORPORATE SOCIAL RESPONSIBILITY

The Company was not required to constitute corporate social responsibility committeepursuant to section 135 of the Companies Act 2013.

DETAILS OF SUBSIDIARIES/ JOINT VENTURE AND ASSOCIATES COMPANY

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

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) & (5) of the Companies Act 2013 the directorswould like to state that:

i) That in the preparation of the Annual Accounts for the year ended June 30 2015 theapplicable Accounting standards have been followed and that there are no materialdepartures.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at June 30 2015 and of the profit orloss of the Company for the Financial year ended June 30 2015.

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 assumption.

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 the provisions ofall 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 Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate and on the date of this report.

AUDIT COMMITTEE

The details of the Audit Committee including its composition and terms of reference arementioned in the Corporate Governance Report which forms part of the Director Report.

The Board during the year under review had accepted all the recommendations made toit by the Audit Committee.

AUDITORS

M/s Satendra Rawat & Company Chartered Accountants

was appointed as Statutory Auditors of the Company by the members at its last AnnualGeneral Meeting held on December 30 2014 to hold the office until the conclusion ofensuing Annual General Meeting.

M/s Satendra Rawat & Company has expressed their inability to continue as StatutoryAuditor of the Company. The Board of Directors therefore recommended the appointment ofM/s TAS Associates Chartered Accountants having Firm Registration No. 10520N asstatutory Auditors of the Company from the conclusion of the ensuing Annual GeneralMeeting till the conclusion of next Annual General Meeting. The company has received therequisite certificate from M/s TAS Associates Chartered Accountants to the effect thattheir appointment if made would be in accordance with the provisions of Section 139 (2)of the Companies Act 2013 and Rules made there under.

AUDIT REPORT

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

Auditors Remark - 1

In the Auditor's Report under point (a) of matter of emphasis it has been stated that“With reference to note 6 & 11 these accounts have been prepared without anyprovision of interest if any payable on the overdue amount of interest free loan ofRs.446 lacs from PICUP. In the absence of adequate documentary evidences we are not in aposition to state/ quantify whether any interest is payable on such overdue amounts.”

Board's Reply

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

The interest free loan received from PICUP in lieu of deferred Sales Tax was payable inF.Y. 2012-13. As per the original as well as modified rehabilitation scheme sanctioned byHon'ble BIFR no interest was payable by the Company on this Loan. However due tocontinued losses the Company could not repay this amount as per schedule and has now againsubmitted a modified rehabilitation scheme to Hon'ble BIFR in which further time has beenrequested for repaying this amount without any interest for past as well as future period.Accordingly company has not provided for any interest on this amount.

Auditors Remark - 2

In the Auditor's report under point (b) of matter of emphasis it has been stated that“with reference to note no. 7 & 11 these accounts have been prepared without anyprovision of interests if any payable to government of upon overdue deferred trade tax& power charges amounting to Rs. 3657.22 lacs. In the absence of any documentaryevidences we are not in a position to state/qualify whether any interest is payable onsuch amounts.

Board's Reply

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

The Company was allowed deferment of Trade Tax/VAT by Hon'ble BIFR in pursuance toRehabilitation Scheme sanctioned on 22/4/2002 and modified rehabilitation schemesanctioned on 19/10/2006. As per the modified rehabilitation scheme the Company wasrequired to repay the deferred taxes w.e.f 1/7/2011. As per the original as well asmodified rehabilitation scheme no interest was payable by the Company on these deferredamounts. However due to continued losses the Company could not repay this amount as perschedule and has now again submitted a modified Rehabilitation Scheme to Hon'ble BIFR inwhich further time has been requested for repaying this amount without any interest forpast as well as future period. Accordingly company has not provided for any interest onthis amount.

Auditor Remarks-3

In the Auditor's Report under point (c) of matter of emphasis it has been stated that“Note no 23 to these accounts to the fact that the company suspended itsmanufacturing activities at its factory effective from 25th March 2010 andaccordingly declared “lay OFF” for indefinite period and Board has not yet madeout any detailed plan. Such long activity coupled with the fact that Company's accumulatedlosses have exceeded its net worth indicates the existence of a material uncertaintyabout the company's ability to recommence its operations and thus severely affecting the‘going concern assumption'. However these accounts have been prepared by themanagement on ‘Going concern assumption' in view of the pending reference before BIFRunder the Sick Industrial Companies (Special Provisions) Act 1985 as explained in note23.

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. Hon'ble BIFR is in the process of formulating a modifiedrehabilitation scheme for the company. IDBI the Operating Agency on the instructions ofthe BIFR has conducted a Techno Economic Viability Study (TEVS). As per the TEVS reportsubmitted by IDBI the unit can be revived subject to up gradation of the existing plantand machinery etc. Therefore in the opinion of the Directors the operations of thecompany can be recommenced and accordingly the accounts have been prepared on the GoingConcern Assumption.

Auditor Remarks-4

In the Auditor's Report under point (a) of Basis for Qualified Opinion it has beenstated that “Inventories of Rs.135.13 lacs includes stores spares part and rawmaterials which in the absence of physical verification may not be realizable at thevalue stated in these financial statements and for which no provision for its impairmentif any has been made. Accordingly loss for the year and accumulated losses as per profit& loss statement in Note 3 are less and current assets are considered to be more tothe extent of Rs 135.13 lacs.”

Board's Reply

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

As mentioned in the foregoing paragraph a modified rehabilitation scheme is beingsubmitted to Hon'ble BIFR based on the Techno Economic Viability Study which IDBI theOperating Agency had got conducted so that the company can revive the operations and makethem viable in long term. As per the TEVS report submitted by IDBI the unit can berevived subject to up gradation of the existing plant and machinery etc. Therefore in theopinion of the Directors the operations of the company can be recommenced. All these itemsof stores spares and packing material are in good condition and shall be consumed oncethe operations are re-started. Therefore no provision for any impairment has been made.

Auditor's Remark-5

In the Auditor's Report under point (b) of Basis for Qualified Opinion it has beenstated that “Capital Work in progress of Rs.9.96 lacs which has not yet beencompleted and commissioned may not be realizable at the value stated in these financialstatements and for which no provision for its impairment if any has been made.Accordingly loss for the year and accumulated losses are shown less and noncurrent assetsare 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 a modified rehabilitation scheme is beingsubmitted to Hon'ble BIFR based on the Techno Economic Viability Study which IDBI theOperating Agency had got conducted so that the company can revive the operations and makethem viable in long term. As per the TEVS report submitted by IDBI the unit can berevived subject to up gradation of the existing plant and machinery etc. Therefore in theopinion of the Directors the operations of the company can be recommenced. Once thecompany recommences its operation the pending Capital work would be completed and theamount of Rs. 9.96 lacs shown as “Capital Work in Progress” would be accordinglycapitalized.

Auditors Remark -6

In the Auditor's Report under point (c) of Basis for Qualified Opinion it has beenstated that “Interest on unpaid public deposits of Rs.30 lacs for the year has notbeen provided amounting to Rs.3.00 lacs (accumulated Rs.15.00 lacs approx. upto balancesheet date). Accordingly loss for the year and accumulated losses are less and currentLiabilities are also less by Rs.15.00 lacs (approx.).”

Board's Reply

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

Due to the erosion in the net worth and continuous losses the company has not beenable to pay interest on the deposit. The company would seek waiver of the interest interms of the modified rehabilitation scheme that is under consideration of Hon'ble BIFR.

Auditor's Remark-7

In the Auditor's Report under point (d) of Basis for Qualified Opinion it has beenstated that “In the absence of adequate documentation and documentary proof we areunable to comment whether there is any impairment in the value of fixed assets due toefflux of time and suspension of activities since march 2010 and requirement of provisionfor the same which might be required to be provided for. In the absence of adequaterecords and any records of the physical verification the discrepanciesrealizable/salvage value the impact of impairment cannot be ascertained.

Board's Reply

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

Since the manufacturing operations have been suspended the entire plant has been putunder lock and key and periodically the plant is opened to check the condition and thephysical status of the machinery and equipment's. In the opinion of Board of Directorsthere is no deterioration in the condition of Plant & Equipment's requiring for anyprovision for impairment.

Auditors Remark -8

In Annexure to Para 1 (b) of the Auditor's Report it has been stated that “Asexplained and informed to us that the company's activities are suspended since March 2010and the Management has stated to have carried out the physical verification of a part thefixed assets during the year under consideration. In the absence of adequate documents weare unable to comment whether such physical verification was carried out or the frequencyof such verification was reasonable having regard to the size of the company and nature ofits fix assests. In the absence of any such records of the physical verification thediscrepancies if any between the physical assets and the book records are notascertainable.”

Board's Reply

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

Since the manufacturing operations have been suspended the entire plant has been putunder lock and key and periodically the plant is opened to check the condition and thephysical status of the machinery and equipments.

Auditors Remark-9

In Annexure to Para 2 (a) (b) & (c) of the Auditor's Report it has been statedthat:

(a) since the company has suspended its activities since March 2010 we are unable tostate whether the company has carried out physical verification of its inventories and atreasonable periods. We are unable to comment whether the frequency of physicalverification is reasonable.

(b) In the absence of any records for physical verification of inventories we areunable to comment on the reasonableness and adequacy of the procedures followed by themanagement in relation to the size of the company and nature of its business.

(c) On the basis of our examination of the records of inventory we are of the opinionthat the company is maintaining proper records of inventory. In the absence of any recordsfor physical verification of inventories the discrepancies if any between the physicalstock 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 have been suspended the stores and godowns havebeen put under lock and key and periodically these godowns are opened to check thecondition and the physical status of the inventories.

Auditor's Remark-10

In Annexure to Para 5 of the Auditor's Report it has been stated that “Accordingto information and explanations given to us the company has not complied with theprovisions of sections 73 and 74 of the Companies Act 2013 and the rules framed thereunder so far as applicable to the repayment of principal & interest on due date(s) orthe renewal thereof in respect of overdue public deposit of Rs 30 lacs.

Board's Reply

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

At the time of the acceptance of deposit the company had duly complied with theprovisions of sections 58A and 58AA of the Companies Act 1956 and the rules framed thereunder. However due to the erosion in the net worth and continuous losses the company hasnot been able to pay interest on the deposit w.e.f. 01.07.2010. The company would seekwaiver of the interest and reschedulement of the repayment terms in pursuance to themodified rehabilitation scheme that is under consideration of Hon'ble BIFR.

Auditors Remark -11

In Annexure to Para 7 of the Auditor's Report it has been stated that “Accordingto the records of the Company the Company is regular in depositing with appropriateauthorities undisputed statutory dues including Provident Fund Investor EducationProtection Fund Employees State Insurance Income Tax Trade Tax State Development TaxWealth Tax Custom Duty Excise Duty Service Tax Cess and other statutory duesapplicable to it except the following:

a. Deferred Trade Tax/Vat amounting to Rs.3016.09 Lacs (Previous year Rs.2929.68 Lacs)in terms of order of the BIFR for the rehabilitation. See also note no. 23 to thesefinancial statements.

Board's Reply

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

The Company has requested for further time for repayment of these dues as per themodified rehabilitation scheme submitted to Hon'ble BIFR which is under itsconsideration.

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Ms. Monika Kohli Company Secretary in Practice to undertake the SecretarialAudit of the Company for financial year 2014-15.

The Secretarial Audit Report in prescribed form MR-3 for Financial Year 2014-15 formspart of the Annual Report as “Annexure B” to the Board Report.

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

Secretarial Auditors Remark - 1

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.

Board's Reply

The operation of the Company was suspended w.e.f March 25 2010 and since then there isno activity in the Company. In view of this the Company did not appoint any internalauditor. However the internal controls were adequately exercised keeping in view thevolume of transactions during the year and the same was noted and taken on record by theBoard at its Board Meeting held on May 15 2014.

Secretarial Auditors Remark - 2

The Company was required to appoint Managing Director/ Manager/Chief ExecutiveOfficer/Whole-time Director and Chief Financial Officer and Company Secretary (asprescribed under section 203 of the Companies Act 2013 read with rule 8 of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014. However no ChiefFinancial Officer and Company Secretary have been appointed by the company. As perinformation provided the company has received the show cause notice No.TC/203/383A/11004/7321-7322 dated 23.02.2015 & TC /203/383A/11004/489-490 No. dated15.04.2015 respectively u/s 203 of the Act from Registrar of Companies UP &Uttrakhand Kanpur and the company has given the reply of the said show cause notice.

Board's Reply

As stated in the Directors Report there is no business activities in the Company sinceMarch 2010 after suspension of manufacturing activity the working staffs includingworkers have left the company one by one. The management is trying their best to revivethe Company but all depends upon the modified rehabilitation scheme which is currentlyunder consideration of Hon'ble BIFR. Further the Company has appointed Shri. JaneshwarKumar Jain Whole Time Director of the Company to fulfill the requirement of Section203(1)(i) of the Companies Act 2013 but Company has not been able to fulfill therequirement of Section 203(1)(ii) & 203(1)(iii) of the Companies Act 2013 due to theabove said reasons.

Secretarial Auditors Remark - 3

The Company has made non-compliance of various clauses of Listing Agreement. Also itis observed that the Company do not have its own website.

Board's Reply

Your management has decided to approach the BSE Limited for making necessary submissionfor resumption of trading activity in its equity shares and shall seek the details ofpending Compliances as per listing agreement and thereafter shall file all the requisitedocuments.

The company has taken steps towards creating and maintaining its website and soon thecompany will have its website containing all the required information as per CompaniesAct 2013 and Listing Agreement.

Secretarial Auditors Remark - 4

It was observed that tenure of Mr. Gyan Chand Jain Mr. Rajesh Kumar Gupta and Mr.Narendra Singh Bisht Independent

Directors was not fixed in the Annual General Meeting held on December 30 2014 as perthe provisions of section 149 152 read with Schedule IV of the Companies Act 2013.

Board's Reply

The company has taken the above matter in ensuing Annual General Meeting for Member'sapproval for fixing the tenure and period Independent Directors in terms of Section 149 ofthe Companies Act 2013 and Listing Agreement.

Secretarial Auditors Remark - 5

It is observed that 100% equity shares of the company are in physical form and thecompany is yet to sign the tripartite agreement with Registrar & Depository to providedematerialization facility to its shareholders.

Board's Reply

The Shareholders in the Annual General Meeting held on 24th December 2001approved for dematerialization of shares. The Company there after applied NSDL/CDSL forlisting of shares but the same was declined by CDSL/NSDL. The Company is in the process ofre-entering into a tripartite agreement with CDSSL/NSDL for dematerialization of Shares.

SHARE CAPITAL

During the year there has been no change in the authorised subscribed and paid-upshare capital of the Company. As at June 30 2015 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 has established an adequate internal control procedure which commensuratewith the size of the Company and the nature of its business for the purpose of purchaseand sale of goods material fixed assets and services. During the course of the audit onrandom test check basis no major weakness has been noticed in internal controls inrespect of these areas except as notified in the Secretarial Audit.

CHANGE IN REGISTERED OFFICE:

There is no change in the Registered Office of the company during the year.

NUMBER OF BOARD MEETING

During the Financial Year 2014-15 Five Board meetings were held during the year. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and the Listing Agreement with Stock Exchanges. The details of allBoard/Committee meetings held are given in the Corporate Governance Report.

CORPORATE GOVERNANCE DISCLOSURES

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 compliance with the conditions of Corporate Governance asstipulated in Clause 49 of the Listing Agreement is attached to the Corporate GovernanceReport.

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 Clause 49 of Listing Agreement and the Companies Act 2013 theCompany has framed and adopted a code of conduct. The code is applicable to the members ofthe Board and all employees of the Company.

The Board Members have affirmed compliance with the Code of Conduct for the year endedJune 30 2015.

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The company is not required to form “Internal Complains Committee” under TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redresssal) Act 2013as the Number of workers are less than 10 during the year under review.

During the year under review no complaint of sexual harassment has been filed with“Local Complains Committee.”

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT

The Company has received necessary declaration form each independent directors underSection 149(7) of the Companies Act 2013 that they meet the criteria of independence laiddown in Section 146(6) of Companies Act 2013 read with Clause 49 of the ListingAgreement.

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act 2013 and Clause 49 ofthe Listing Agreement a separate meeting of the Independent Directors was held onFebruary 13 2015.

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.

COMMITTEE

Pursuant to requirement under Companies Act 2013 and Listing Agreement the Board ofDirectors has constituted the following Committees:

1. Audit Committee

2. Nomination & Remuneration Committee and

3. Stakeholders Relationship 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 Clause 49 of the Listing Agreement. The Policy hasbeen disclosed in the Corporate Governance Report attached to this Report as Annexure“D”.

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/transactionwith related parties.

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.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company is not engaged in any activity where conservation of energy and technologyabsorption is required. Further during the year there were no foreign exchange earningsor outgo. Hence the details required under Section 134(3) (m) of the Companies Act 2013read with rule 8(3) Companies (Accounts) Rule 2014 are not given.

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 the Board has carried out theannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination and Remuneration Committees andStakeholder 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 withthe evaluation process.

THE CHANGE IN THE NATURE OF BUSINESS IF ANY;

There was no change in the nature of business of your company during the year underreview.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS

No significant material orders have been passed during the year by the regulators orcourts or tribunals impacting the going concern status and Company's operations in future.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board has approved the Vigil Mechanism/Whistle Blower Policy a mechanism foremployees to report to the management concerns about unethical behavior actual orsuspected fraud or violation of the Company's code of conduct. The mechanism also providefor adequate safeguards against victimization of employees who avail of the mechanism andalso provide for direct access to the Chairman of the Audit Committee in exceptionalcases.

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 ofManagerial Personnel) Rules 2014:-

Notes:-

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

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.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company asprovided under the Listing Agreement has been given separately and forms part of theAnnual Report as Annexure “E”.

INDUSTRIAL RELATIONS

The operation of the Factory has been suspended with effect from March 25th2010 as mentioned above and accordingly there was no employee in the factory during theyear.

ACKNOWLEDGEMENTS

Your Directors would like to express their gratitude and appreciation for theassistance and cooperation received from the Banks during 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.

By Order of the Board
For Shri Gang Industries and Allied Products Limited
Place : New Delhi
Dated : 04.12.2015

 

J.K. Jain
Chairman & Whole Time Director
DIN: 00120204
Address: Flat No. 001 Tower 8
The Close South Nirvana Country
Sector 50 Gurgaon-122018 Haryana
Registered Office:
A-26 UPSIDC Industrial Area
Sikandrabad Bulandshahar Uttar Pradesh