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Ganga Forging Ltd.

BSE: 535094 Sector: Engineering
NSE: GANGAFORGE ISIN Code: INE691Z01023
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Ganga Forging Ltd. (GANGAFORGE) - Director Report

Company director report

To

The Members

Ganga Forging Limited

Your Directors are pleased to present their Annual Report for the financial year endedon 31st March 2021.

FINANCIAL RESULTS:

Your Company's performance for the year ended on 31st March 2021 is summarized asunder:

(Amt. in Rs.)

Particulars 2020-21 2019-20
1 Revenue from Operation 229815918 236579717
2 Other Income 1019369 1035575
3 Total Revenue (1+2) 230835287 237615292
4 Employees Benefits Expense 19107389 22633196
5 Depreciation & Amortization Exp. 8739222 8802864
6 Finance Cost 7938782 12681271
7 Other Expenses 52404090 52346568
8 Profit/(Loss) Before Tax 1729052 (28020435)
9 Current Tax 0 0
10 Deferred Tax 656819 (6866437)
11 Profit / (Loss) After Tax (PAT) 1072233 (21153998)

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

During the year under report the Company had earned Revenue from Operation of Rs.229815918/- in comparison to Revenue from Operation of Rs. 236579717/- made intheprevious financial year 2019-20. Further the Company has recorded Net Profit of Rs.1072233/- during the current financial year 2020-21 in comparison to the Net Loss ofRs. 21153998/- made in the previous financial year 2019-20. During the year underreport finance cost of the company had been decreased from Rs. 12681271/- of previousfinancial year to Rs. 7938782/-. Despite the marginal decrease in revenue from operationof the company as compared to previous financial year the company has earnedprofitability as compared to loss during the previous financial year. The Management ofthe Company is continuously striving to increase the profitability of the company and alsoassures to maintain stability in the business operation and make expansion by enlargingtheir business activities in the forthcoming years.

FINANCIAL STATEMENT:

In accordance with Regulation 36 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as `Listing Regulations`) andSection 136 of the Companies Act 2013 read with Rule 10 of the Companies (Accounts)Rules 2014 the copy of Annual Report of the company for the financial year 2020-21along with Directors' Report and all its annexures (including Management Discussion &Analysis) is being sent to all those shareholders who have registered their email addresswith the company or depository.

Further the Annual Report for the F.Y. 2020-21 is also available for inspection at theregistered office of the Company during working hours up to the date of ensuing Annualgeneral meeting (AGM).It is also available at the Company`s websitewww.gangaforging.comand also available on the website of the Stock Exchangewww.nseindia.com under corporate announcement section.

DECLARATION OF DIVIDEND AND TRANSFER OF AMOUNT TO RESERVES:

With a view to plough back profits and in order to conserve resources for operationalpurposes your Directors do not recommend any dividend.

Moreover no amount is being transferred to general reserves.

CHANGE IN NATURE OF BUSINESS:

As company is engaged in the business of manufacturing and job work of closed dieforged products and generated almost 98% of total revenue from it during the year underreport. There has been no change in nature of business of the Company during the yearunder report.

SHARE CAPITAL:

Authorized Share Capital of the Company had been increased from Rs.85000000/- (Rupees Eight Crore Fifty Lacs only) divided into 8500000 (Eighty-FiveLacs) Equity shares of Rs. 10/- (Rupees Ten Only)each to Rs. 120000000/- (RupeesTwelve Crore Only) divided into 12000000 (One Crore Twenty Lacs) Equity Shares of Rs.10/- (Rupees Ten Only) each after obtaining the approval of members by passing ofresolutions in the Annual General Meeting of the company held on 28th December2020.

Further the Paid up Equity share Capital of the Company had been also increased fromRs. 79473310/- (Rupees Seven Crores Ninety-Four Lacs Seventy-Three Thousand ThreeHundred and Ten only) divided into 7947331 (Seventy-Nine Lacs Forty-Seven Thousand ThreeHundred Thirty-One) Equity Shares of Rs 10/- (Rupees Ten only) each to Rs.105964410 (Rupees Ten Crore Fifty-Nine Lacs Sixty-Four Thousand Four Hundred and TenOnly) divided into 10596441 (One Crore Five Lacs Ninety-Six Thousand Four Hundred andForty-One) Equity Share of Rs. 10/- (Rupees Ten Only) each by issuing 2649110(Twenty-Six Lacs Forty-Nine Thousand One Hundred and Ten) equity shares of Rs. 10/-(Rupees Ten Only) each as a fully paid up Bonus Shares in the ratio of One Equity Sharesfor every Three Equity Shares held by the shareholder as on the record date decided by theBoard of Directors of the company.

Therefore paid up share capital of the company as on 31st March 2021 wasRs. 105964410 (Rupees Ten Crore Fifty-Nine Lacs Sixty-Four Thousand Four Hundred andTen Only) divided into 10596441 (One Crore Five Lacs Ninety-Six Thousand Four Hundredand Forty-One) Equity Share of Rs. 10/- (Rupees Ten Only) each.Further during the yearunder report the Company has not issued any share with differential voting rights norgranted stock options or sweat equity or any convertible instrument.

SHIFTING OF REGISTERED OFFICE AND MANUFACTURING UNIT:

Registered office of the company had been shifted outside the local limit of the cityi.e from Shapar Rajkot to Sadak Pipaliya Gondal. Further along with shifting ofregistered office of the company manufacturing unit at the registered office of thecompany had also been closed and shifted at second manufacturing unit where the registeredoffice had been shifted.

MIGRATION FROM SME-EMERGE PLATFORM TO THE MAIN BOARD OF THE NATIONAL STOCK EXCHANGE OFINDIA LIMITED

Initially total securities of the company consisting of 7947331 Equity shares werelisted on National Stock Exchange of India Limited (SME/Emerge) Mumbai w.e. f. 11thJuly 2018. Further company had issued 2649110 shares as a Bonus Shares to the existingshareholders of the company in the ratio of 1 (One) Equity Share for every 3 (Three)Equity Shares held and the said shares also got listed on the National Stock Exchange ofIndia Limited (SME/Emerge) on 19th January 2021. Total securities of the companyconsisting of 10596441 Equity Shares migrated from the SME-Emerge Platform to the MainBoard of the National Stock Exchange of India Limited w.e.f 06th July 2021.

EXTRACT OF ANNUAL RETURN:

In terms of Section 134(3)(a) of the Companies Act 2013 the extract of Annual Returnin Form MGT-9 [as specified in Section 92(3) read with Rule 12(1) of the Companies(Management and Administration) Rules 2014] for the Financial Year 2020-21is attached as"Annexure I" to this report and the same is also available at thecompany's website www.gangaforging.com at the linkhttps://www.gangaforging.com/investorsrelation/annualreports

BOARD MEETINGS AND INDEPENDENT DIRECTORS MEETING:

During the year under review 12 (Twelve) number of Board meetings were held on29/06/2020 14/08/2020 05/09/2020 12/09/2020 05/10/2020 04/11/2020 12/11/202027/11/2020 13/01/2021 05/02/2021 16/02/2021 and 19/03/2021 and requisite quorum werepresent at the said meetings.

Further pursuant to the provision of Schedule IV of the Companies Act 2013 meeting ofthe Independent Directors of the company was held on 13th January 2021for thefollowings:

to review the performance of Non Independent Directors and the Board as a whole; toreview the performance of the Chairperson of the Company taking into account the views ofexecutive directors and non-executive directors; and assess the quality quantity andtimeliness of flow of information between the company management and the Board that isnecessary for the Board to effectively and reasonable perform their duties.

Non- Executive including Independent Directors plays a crucial role in balancing thefunctioning of the Board by providing independent judgments on various issues raised inthe Board meetings like formulation in business strategies monitoring of performancesetc. Their role inter alia includes:

Impart balance to the Board by providing Independent Judgements Provide feedback oncompany's Strategy and Performances Provide effective recommendations for furtherimprovements To balance and safeguard the interest of the Stakeholders

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

All the Independent Directors have confirmed and give a declaration to the Board thatthey meet the criteria of Independence as specified under Section 149(6) of the CompaniesAct 2013 and Regulation 25 of the Listing Regulations that they qualify to be IndependentDirectors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors)Rules 2014 and also confirmed that they have registered themselves in the independentdirector's databank maintained by Indian Institute of Corporate Affairs as per rule 6 ofCompanies (Appointment and Qualifications of Directors) Rules 2014.

BOARD'S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 with respectto the Directors' Responsibility Statement the Directors confirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures from the same;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that year;

c) the directors had taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

d) The directors had prepared annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively as at 31st March 2021 based on the internal control over financial reportingcriteria established by the company.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws rules regulations and such systems were adequate and operatingeffectively;

RELATED PARTY TRANSACTIONS:

During the year under report the Company has entered into transactions with relatedparties for the purchase of materials sale of goods and for jobwork. The saidtransactions were carried on at arm's length price and in the ordinary course of businessand hence do not fall within purview of Section 188(1) of the Companies Act 2013.Information on transactions with related parties pursuant to section 134(3)(h) of the Actread with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in Form AOC-2 andattached to this report as "Annexure II".

STATUTORY AUDITOR AND AUDITOR'S REPORT:

Members are already aware that M/s. Nitesh A. Joshi & Co. Chartered Accountants[Firm Registration No. 127578W] Rajkot had been appointed as statutory auditor of thecompany in the Annual General Meeting of the company held on 24th September2019 to hold office from the conclusion of that annual general meeting till the conclusionof Annual General meeting to be held in the 2024 (for the financial year 2023-24) bypassing of Ordinary Resolution on such remuneration as may be decided and approved byBoard of Directors of the Company in consultation with Audit Committee of the company.

The Auditor's Report along with financial statement and all its annexures forming partthereof for the financial year ended March 31 2021 forms part of this Annual Report andsame does not contain any qualification reservation or adverse remark.

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.

The observations of Auditors forming part of auditor's opinion provided as key auditmatters in their report read with the relevant notes to accounts in schedule areself-explanatory and do not require further explanation.

Audit Observations & reply of the Board:

Auditors have observed that there is delay in payment of undisputed statutory dues suchas GST and Gratuity Payment for more than 6 months and outstanding as on 31stMarch 2021. The Board would like to clarify that during the financial year 2020-21 dueto overall impact of pandemic situation of COVID-19 performance of the Company wasinterrupted and consequent to that cash flow of the company was also interrupted.Therefore due to financial crunches company fails to make the payment of dues within theprescribed time. The management ensures that in the years to come the Company will notmake any delay in deposit of undisputed statutory dues within time.

SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules framedthereunder the Board has appointed CS Purvi Dave Partner MJP Associates PractisingCompany Secretaries Rajkot as the Secretarial Auditor of the Company for conducting theSecretarial Audit for the FY 2020-21.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Companyfor the Financial Year ended on March 31 2021 is attached to the Director's Report as"Annexure III".

Some observations as given under the secretarial audit report by the SecretarialAuditor for the FY 2020-21 are as under:

1. The company has submitted shareholding pattern under Regulation 31 for the quarterended 31st March 2020 after due date (i.e delayed by One Day) and the companyhas delayed complied with regulation 13(3) for the quarter ended March 31 2020(i.e.Delayed by One Day). Observed further that Non Compliance or Delayed Compliance ofAppointment of Company Secretary cum Compliance Officer under Regulation 6(1) delayed by138 days.

Reply by the Board: The Board would ensure for timely compliances of all applicableListing Regulations. Further Company had also complied with Regulation 6(1) of the SEBI(Listing Obligations and Disclosures Requirement) Regulations 2015 by appointment ofWhole-time Company Secretary cum Compliance officer w.e.f 04th November 2020.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is constantly taking various steps for conservation of energy during theyear under Report and Power consumption expenses of the company had also been decreasedfrom Rs. 18317336/- to Rs. 14314238/- as compared to previous financial year.Further your company is increasingly using information technology in its operations andpromotes conservation of energy and resources.

Further there are no significant expenses on technology absorption during the year.However Company has purchased all its machineries installed at factory of latesttechnology for higher quality and better performance in view of technology absorption inthe Company.

Moreover the Company has reported Foreign Exchange Earnings and Expenses made asunder:

Particulars 2020-21 2019-20
Foreign Exchange Earnings Nil 1237404
Foreign Exchange Outgo Nil Nil

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS MADE:

During the year under report the Company has not granted any loan or provided anyguarantee or made any investment exceeding the limits as specified in Section 186 (2) ofthe Companies Act 2013. Hence no approval from the shareholders in this regard wasrequired.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 every company having net worth of Rs. 500Crores or more OR an annual turnover of Rs. 1000 Crores or more OR a net profit of Rs. 5Crores or more during the immediately preceding financial year i.e. 2019-20 is requiredto constitute a CSR Committee. Ganga Forging Limited does not fall in any of the abovecriteria during the year 2019-20. Therefore it is not required mandatorily to carry outany CSR activities or constitute any Committees under provisions of Section 135 of the Actduring the year under report.

However at Ganga Forging Limited we strongly believe that it's our moralresponsibility to play an active role in discharging the social obligations for bettermentof society in which we operate.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act 2013 a Vigil Mechanism fordirectors and employees to report their genuine concerns has been established in order toensure that the activities of the company and its employees are conducted in a fair andtransparent manner by adoption of highest standards of professionalism honesty andintegrity and ethical behavior.

The Company has established a vigil mechanism through which Directors employees andbusiness associates may report unethical behavior malpractices wrongful conduct fraudviolation of Company's code of conduct without fear of reprisal. The Company has set up aDirect Touch initiative under which all Directors employees business associates havedirect access to the Chairman of the Audit committee and also to a member of thecommittee for this purpose.

The Company ensures that genuine Whistle Blowers are accorded complete protection fromany kind of unfair treatment or victimization. The vigil mechanism policy has also beenuploaded on the website of the company athttp://www.gangaforging.com/investorsrelation/policiesandcodeofconduct

RISK MANAGEMENT:

The Company is not under the purview for constituting Risk management committee underthe provisions of regulation 21 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015. However the Board periodically reviews the operations of the Companyand identifies the risk / potential risk if any to the Company and implement thenecessary course of action(s) which the Board deems fit in the best interest of theCompany.

CORPORATE GOVERNANCE:

As per Regulation 15(2) read with regulation 34 (3) and Schedule V of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 our company was listed on SMEPlatform of National Stock Exchange of India Limited during the year under review.Therefore compliance with certain corporate governance provision and preparation ofcorporate governance report is not applicable to the company. Although relevantinformation is provided in the Board's Report.

DETAILS OF BOARD OF DIRECTORS:

Pursuant to Section 149 152 and other applicable provisions of the Companies Act 2013and rules made thereunder one-third of such number of the Directors as are liable toretire by rotation shall retire every year and if eligible offer themselves forre-appointment at every AGM. Consequently Shri. Hiralal Tilva Chairman and ManagingDirector [DIN 00022539] will retire by rotation at the ensuing AGM and being eligibleoffer himself for re-appointment in accordance with provisions of the Companies Act2013.The Board of Directors recommend their re-appointment for approval of members at theensuing AGM.

As on 31st March 2021 the Board of Directors comprised of the following Directors:

Name Designation Director Identification Number (DIN) Date of Appointment
1. Hiralal Mahidas Tilva Managing Director 00022539 02/04/2018
2. Rakesh Chhaganlal Patel Managing Director 00510990 10/03/2016
3. Sheetal Sanjivkumar Chaniara Whole time Director 07528297 01/09/2017
4. Parulben Rakeshbhai Patel Whole time Director 07528313 01/09/2017
5. Mayurkumar Mansukhlal Kalaria Director 08099999 02/04/2018
6. Jasubhai Khimjibhai Patel Independent Director 01006449 21/04/2018
7. Harshad Vinodrai Ashar Independent Director 07928692 01/03/2018
8. Rameshbhai Gordhanbhai Dhingani Independent Director 07946841 01/03/2018

After the end of financial year but before the date of signing of this report followingchanges take place in the composition of the Board of Directors of the company:

1. The Board of Directors had appointed Mr. Sagarkumar Govani [DIN: 09185913] as anAdditional Director (Independent) of the company w.e.f 04thJune 2021.

2. Mr. Mayurkumar Kalariya [DIN: 08099999] had resigned from the post of non-executive& non independent Director of the company w.e.f 09th June 2021.

The Company does not pay any remuneration to its Non-Executive Directors. Further theCompany had made payment of remuneration to its Executive Directors in terms of Section196 & 197 of the Companies Act 2013 read with Schedule V to the Act. No commissionwas paid to any of the Directors during the year under Report.

COMMITTEES OF BOARD OF DIRECTORS:

As per provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Company has established and constituted threecommittees viz. Audit Committee Nomination and Remuneration Committee and StakeholdersRelationship Committee as a part of better corporate governance practice. Composition ofsuch committees also available on the website of the company athttps://www.gangaforging.com/investorrelation/composition committee

1. AUDIT COMMITTEE:

Composition of the Audit Committee meets the requirement of Section 177 of theCompanies Act 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Audit Committee comprised of 3 members. Thedetails of composition of the Audit Committee along with their meetings held and attendedis as follow:

Name Status Category No. of Meetings held/attended
1 Mr. Harshad Ashar Chairperson Non-Executive & Independent Director 4/4
2 Mr. Mayur Kalaria Member Non-Executive Director 4/4
3 Mr. Ramesh Dhingani Member Non-Executive & Independent Director 4/4

During the year under report meetings of the Audit Committee were held on 29/06/202005/10/2020 12/11/2020 and 13/01/2021 and the said meetings were attended by all thecommittee members.

After the end of the financial year but before the date of signing of this reportconstitution of the committee has been changed due to resignation of Mr. MayurkumarKalaria from the post of non-executive Director of the company w.e.f 09th June2021. Revised constitution of the committee is as given below:

Name Status Category
1 Mr. Harshad Ashar Chairperson Non-Executive & Independent Director
2 Mr. Ramesh Dhingani Member Non-Executive & Independent Director
3 Mr. Sagarkumar Govani Member Non-Executive & Independent Director (Additional Director)

2. NOMINATION AND REMUNERATION COMMITTEE:

Composition of the Nomination and Remuneration Committee meets the requirement ofSection 178 of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015. The Nomination and Remuneration Committeecomprised of 3 members. The details of composition of the Nomination and RemunerationCommittee along with their meetings held and attended is as follow:

Name Status Category No. of Meetings held/attended
1 Mr. Ramesh Dhingani Chairperson Non-Executive & Independent Director 4/4
2 Mr. Mayur Kalaria Member Non-Executive Director 4/4
3 Mr. Harshad Ashar Member Non-Executive & Independent Director 4/4

During the year under report Nomination and Remuneration Committee of the company metonce on 26th June 2021 and the said meeting was attended by all the committeemembers.

After the end of the financial year but before the date of signing of this reportconstitution of the committee has been changed due to resignation of Mr. MayurkumarKalaria from the post of non-executive Director of the company w.e.f 09th June2021. Revised constitution of the committee is as given below:

Name Status Category
1 Mr. Harshad Ashar Chairperson Non-Executive & Independent Director
2 Mr. Ramesh Dhingani Member Non-Executive & Independent Director
3 Mr. Sagarkumar Govani Member Non-Executive & Independent Director (Additional Director)

3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Composition of the Stakeholders Relationship Committee meets the requirement of Section178 of the Companies Act 2013 and Regulation 20 of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015. The Stakeholders Relationship Committeecomprised of 3 members. The Stakeholders Relationship Committee is mainly responsible toreview grievances related to security of the company and for redressal of any othercomplaints received from the investors/stakeholders of the company. The details ofcomposition of the Stakeholders Relationship Committee along with their meeting held andattended is as follow:

Name Status Category No. of Meetings held/attended
1 Mr. Harshad Ashar Chairperson Non-Executive & Independent Director 4/4
2 Mr. Rakesh Patel Member Managing Director 4/4
3 Mr. Ramesh Dhingani Member Non-Executive & Independent Director 4/4

During the year under report Stakeholders Relationship Committee of the company metonce on 26th June 2021 and the said meeting was attended by all the committeemembers.

KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:

1. Shri. Hiralal M. Tilva Chairman and Managing Director

2. Mr. Rakesh Patel Managing Director

3. Mrs. Sheetal S. Chaniara Whole time Director

4. Mrs. Parulben R. Patel Whole time Director

5. Ms. Drashti Vaghasiya Company Secretary and Compliance Officer

Ms. Drashti Vaghasiya had been appointed as Company Secretary & Compliance Officerof the company w.e.f 04th November 2020

PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration of more than Rs. 8.5 Lacsper month or 1.02 crore per annum as prescribed in Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 and Rulesmade thereunder the Board has carried out annual performance evaluation of its ownperformance the directors individually as well the evaluation of the working of its AuditCommittee Nomination & Remuneration Committee and Shareholders Relationshipcommittee experience and expertise performance of specific duties and obligations etc.were carried out. The Directors expressed their satisfaction with the evaluation processand outcome.

The performance of each of the non-independent directors (including Chairman) was alsoevaluated by the independent directors at the separate meeting held of the IndependentDirectors of the Company.

COST RECORDS AND AUDIT:

The company is not required to maintain cost records as prescribed by the CentralGovernment under Section 148(1) of the Companies Act 2013. Therefore no cost recordshave been maintained by the company. Therefore requirements for cost audit shall notapplicable to the company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards in the FinancialYear 2020-21as issued by the Institute of Company Secretaries of India (ICSI).

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

At Ganga Forging Limited all employees are of equal value. There is no discriminationbetween individuals at any point on the basis of race colour gender religion politicalopinion national extraction social origin sexual orientation or age.

At Ganga Forging Limited every individual is expected to treat his/her colleagues withrespect and dignity. This is enshrined in values and in the Code of Ethics & Conductof Ganga Forging Limited. The Direct Touch (Whistle-Blower &Protection Policy) Policyprovides a platform to all employees for reporting unethical business practices atworkplace without the fear of reprisal and help in eliminating any kind of misconduct inthe system. The Policy also includes misconduct with respect to discrimination or sexualharassment.

The Company also has in place a policy on "Prevention of Sexual Harassment at workplace" and the same is also available on the website of the company athttps://www.gangaforging.com/investorrelation/policiesandcodeofconduct This Anti-SexualHarassment Policy of the Company is in line with the requirements of The Sexual Harassmentof Women at the Workplace (Prevention Prohibition & Redressal) Act 2013. Allemployees (permanent contractual temporary and trainees) are covered under this policy.

An Internal Complaints Committee (ICC) is in place to redress complaints receivedregarding sexual harassment. The following is a summary of sexual harassment complaintsreceived and disposed off during the year:

• No. of complaints received: Nil

• No. of complaints disposed off : NA

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In Terms of the Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 Management Discussion and Analysis report hasbeen separately furnished in the Annual Report and forms part of the Board of DirectorsReport as "ANNEXURE- IV".

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OFTHE COMPANY FOR THE FINANCIAL YEAR 2019-20:

The information required pursuant to provision of Section 197(12) read with rule5(1)(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of ratio of remuneration of each director to the median remuneration ofthe employee of the company for the F.Y. 2020-21 forms part of this report as "ANNEXURE-V".

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The company has in all material respects an adequate internal financial control systemover financial reporting and such internal financial controls over financial reporting isoperating effectively. The Company is well equipped with internal financial controls. TheCompany has continuous monitoring mechanism which enables the organization to maintain thesame standards of the control systems and help them in managing defaults if any ontimely basis because of strong reporting mechanisms followed by the Company. Our statutoryauditor of the company has also provided his opinion on adequacy of internal financialcontrol system in the audit report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review the provision of section 125(2) of the Companies Act2013 does not apply as the company was not required to transfer any amount to the InvestorEducation and Protection Fund (IEPF) established by Central Government of India.

INDUSTRIAL RELATIONS:

The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of employees have enabled the Company toremain at the leadership position in the industry. It has taken various steps to improveproductivity across organization.

SUBSIDIARIES JOINT VENTURE OR ASSOCIATE COMPANIES:

As at 31st March 2021 the Company doesn't have any Subsidiary Joint Venture orAssociate Companies.

OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES ACT 2013 AND RULESMADE THEREUNDER:

1. There have been no material changes/commitments affecting the financial position ofthe company which have occurred between the end of the financial year to which thefinancial statements relate and the date on report;

2. During the year under review your company has not accepted the deposit from thepublic under section 73 to 76 of the Companies Act 2013 and the rules made thereunder;

3. No significant or material orders were passed by the Regulators or courts ortribunals which impact the going concern status and company's operations in future

4. There have been no instances of any revision in the Board's Report or the financialstatement; hence disclosure under Section 131(1) of the Act is not required.

5. The Company has not paid any commission to any of its Directors and hence provisionof disclosure of commission paid to any Director as mentioned in Section 197(14) is notrequired to disclose.

6. The Company has not issued (a) any shares with differential voting rights (b) SweatEquity shares (c) shares under any Employee stock option scheme; hence no disclosures arerequired to be made as per the Companies (Share Capital and Debentures) Rules 2014.

ACKNOWLEDGEMENT:

Your Directors place on record their gratitude to the government authorities andCompany's Bankers for the assistance co-operation and encouragement they extended to theCompany. Your Directors also wish to place on record their sincere thanks and appreciationfor the continuing support and efforts of investors vendors dealers business associatesand employees in ensuing and excellent all around operational performance.

Date : 03/09/2021 By Order of the Board of Directors
Place :Sadak Pipaliya For Ganga Forging Limited
Sd/-
(Hiralal M. Tilva)
Chairman & Managing Director
[DIN: 00022539]

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