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Ganga Forging Ltd.

BSE: 535094 Sector: Engineering
NSE: GANGAFORGE ISIN Code: INE691Z01015
BSE 05:30 | 01 Jan Ganga Forging Ltd
NSE 05:30 | 01 Jan Ganga Forging Ltd

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 2019.

FINANCIAL RESULTS:

Your Company's performance for the year ended on 31st March 2019 is summarized asunder:

(Amt. in Rs.)

Particular's 2018-19 2017-18
1 Revenue from Operation 278753285 248841204
2 Other Income 1711049 252516
3 Total Revenue (1+2) 280464334 249093720
4 Employees Benefits Expense 19818791 18042295
5 Depreciation & Amortization Exp. 7361845 4965221
6 Other Expenses 65349330 52881557
7 Profit/(Loss) Before Tax 6608438 7162947
8 Current Tax 1342501 1997859
9 Deferred Tax 1328997 531410
10 Profit / (Loss) After Tax (PAT) 5211511 4633678

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

During the year under review the Company has earned Revenue from Operation of Rs.278753285/- in comparison to Revenue from Operation of Rs. 248841204/- made inprevious financial year 2017-18. Further the Company has earned Net profit of Rs.5211511/- during the current financial year 2018-19 in comparison to the Net Profit ofRs. 4633678/- made in the previous financial year 2017-18. The Management of the Companyassures to maintain stability in the business operation and make expansion by enlargingtheir business activities in the forthcoming years.

CONVERSION OF COMPANY FROM UNLISTED TO LISTED PUBLIC COMPANY

The securities of the Company were listed on NSE Emerge Platform on July 11 2018 withISIN INE691Z01015& Symbol GANGAFORGE. The Company is regular in payment of AnnualListing Fees. The Company has paid Listing Fees upto the year 2019-20.

DECLARATION OF DIVIDEND:

With a view to plough back profits and in order to conserve resources for operationalpurposes Board of Directors does not recommend any dividend for financial year underreview.

CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the Company during the year underCompany.

EQUITY INFUSION:

As on March 31 2018 was Rs. 55653310 divided into 5565331 equity shares of Rs.10/- each. Company had allotted 2382000 shares to the public at Rs. 21 per share(Including Premium of Rs. 11) through IPO. Allotment has been made on 6th July2018.Total paid up Equity Share Capital as on March 31 2019 is Rs. 79473310 dividedinto 7947331 equity shares of Rs. 10/- each.

INITIAL PUBLIC OFFER:

During the year Report the Company had initiated process of its Initial Public Offer(IPO) on SME Platform of National Stock Exchange of India Ltd (NSE). Members had approvedissue of shares through IPO vide Special Resolution passed at Extra Ordinary GeneralMeeting held on 1st March 2018.

The IPO was opened after receiving approval of all authorities and compliance ofapplicable Regulations. Company has listed its securities on 11thJuly 2018.

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:

As on March 31 2019 the Company does not have any subsidiary or joint venture andassociate company.

EXTRACT OF ANNUAL RETURN:

In terms of Section 134(3)(a) of the Companies Act 2013 the extract of Annual Returnin format 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 2018-19 has beenattached to this report.

BOARD MEETINGS:

The Board meets at regular intervals to discuss and take a view on the Company'spolicies and strategy apart from other Board matters. The notice for Board Meetings isgiven well in advance to all the Directors.

The Board of Directors met 13 times during the financial year ended March 31 2019 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder. Theintervening gap between two board meetings was within the period prescribed under theCompanies Act 2013 and as per Secretarial Standard-1.

The prescribed quorum was presented for all the Meetings and Directors of the Companyactively participated in the meetings and contributed valuable inputs on the mattersbrought before the Board of Directors from time to time.

Board Meetings were held as under :

02/04/2018 21/04/2018 21/05/2018 16/06/2018 06/07/2018 10/08/2018 24/09/201802/10/2018 11/10/2018 01/11/2018 17/12/2018 15/01/2019 and 16/02/2019 and the saidmeetings were attended by all the Directors.

Attendance of Directors in the Board Meeting

Name of Director No. of Board Meeting
Held Attended
1. Mr. Hiralal M. Tilva 13 12
(Chairman& MD)
2. Mr. Rakesh C. Patel 13 13
(Managing Director)
3. Mrs. Sheetal S. Chaniara 13 13
(Whole-Time Director)
4. Mrs. Parulben R. Patel 13 13
(Whole-Time Director)
5. Mr. Jasubhai K. Patel 13 12
(Independent Director)
6. Mr. Harshad V. Ashar 13 12
(Independent Director)
7. Mr. Rameshbhai G. Dhingani 13 12
(Independent Director)
8. Mr. Mayurkumar M. Kalaria 13 12
(Non Executive Director)

NUMBER OF COMMITTEE MEETING

The Audit Committee met 4 times during the Financial Year ended March 31 2019. TheStakeholders Relationship Committee met 4 times during the Financial Year ended March 312019. The Nomination and Remuneration Committee met 4 times during the Financial Yearended March 31 2019.

Members of the Committees discussed the matter placed and contributed their valuableinputs on the matters brought before the meetings.

Additionally during the Financial Year ended March 31 2019 the Independent Directorsheld a separate meeting onSeptember 5 2018in compliance with the requirements of ScheduleIVof the Companies Act 2013 and Regulations 25(3) of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015.

COMMITTEES OF THE BOARD

The Company has three committees viz; Audit Committee Nomination and RemunerationCommittee Stakeholders Relationship Committee which has established as a part of bettercorporate governance practices and is in compliance with the requirements of the relevantprovisions of applicable laws and statutes.

I. AUDIT COMMITTEE:

The Audit Committees composition meets with the requirement of section 177 of thecompanies Act 2013 and Clause 49 of Listing Agreement and Regulation 18 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015. The Members of the AuditCommittee possesses financial / accounting expertise / exposure. The Audit Committeecomprised of 4 members as per Table here in below. The Company Secretary is the Secretaryand Compliance Officer of the committee. The detail of the composition of the AuditCommittee along with their meetings held/ attended is as follows:

Name Designation No. of Meetings held No. of Meetings attended
1. Mr. . Harshad Ashar Chairman 4 4
(Independent Director)
2. Mr. Mayur Kalaria Member 4 4
(Non Executive Director)
3. Mr. Ramesh Dhingani Member 4 4
(Independent Director)

During the year under report Meetings of the Audit Committee of the Company were heldon 25/05/2018 22/08/2018 12/11/2018 and 21/02/2019 and the said meetings were attendedby all the Committee Members.

II. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committees composition meets with the requirement ofsection 178 of the companies Act 2013 and Clause 49 of Listing Agreement and Regulation19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015. TheMembers of the Nomination & Remuneration Policy possesses sound knowledge / expertise/ exposure.

The Committee comprised of 4 members as per Table here in below. The Company Secretaryis the Secretary and Compliance Officer of the Committee. The detail of a composition ofthe Nomination & Remuneration Committee along with their meetings held/ attended is asfollows: -

Name Designation No. of Meetings held No. of Meetings attended
1. Mr. Ramesh Dhingani Chairman 4 4
(Non Executive& Independent Director)
2. Mr. Mayur Kalaria Member 4 4
(Non Executive Director)
3. Mr. Harshad Ashar Member 4 4
(Non Executive & Independent Director)

During the year under report Meetings of the Nomination and Remuneration Committee ofthe Company were held on 25/05/2018 22/08/2018 12/11/2018 and 21/02/2019 and the saidmeetings were attended by all the Committee Members. The Company has duly formulated theNomination & Remuneration Policy which is also available at the Company Websitehttps://www.gangaforging.com/

III. COMPOSITION OF STAKEHOLDERS & RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee meets with the requirement of the Section 178of the Companies Act 2013 and Regulation 20 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Stakeholders Relationship Committee ismainly responsible to review all grievances connected with the Company's transfer ofsecurities and Redressal of shareholders / Investors / Security Holders Complaints.

The Committee comprised of 4 members as per Table here in below. The Company Secretaryis the Secretary and Compliance Officer of the Committee. The detail of a composition ofthe said Committee along with their meetings held/ attended is as follows: -

Name Designation No. of Meetings held No. of Meetings attended
1. Mr. Harshad Ashar Chairman 4 4
(Non Executive & Independent Director)
2. Mr. Rakesh Patel Member 4 4
(Managing Director)
3. Mr. Ramesh Dhingani Member 4 4
(Non Executive& Independent Director)

During the year under report Meetings of the Stakeholders Relationship Committee ofthe Company were held on 25/05/2018 22/08/2018 12/11/2018 and 21/02/2019 and the saidmeetings were attended by all the Committee Members

BOARD'S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 the Directorsbased on the information and representations received from the operating managementconfirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

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 and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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

e) directors had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and are operating effectively. TheDirectors would like to clarify that the Company is an unlisted Company and does notrequire to give any statement regarding internal financial controls in terms of Section134(5)(e). However the Board has voluntarily laid down such financial controls tosafeguard the interest of the Company.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems were adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

All the Independent Directors have confirmed to the Board that they meet the criteriaof Independence as specified under Section 149(6) of the Companies Act 2013 andRegulation 25 of the Listing Regulations that they qualify to be Independent Directorspursuant to Rule 5 of the Companies (Appointment and Qualification of Directors)

Rules 2014. They have confirmed that they meet the requirements of “IndependentDirector” as mentioned under Regulation 16 of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015.

Therefore Board is duly composed as per the Companies Act 2013 provisions and SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015. There is no change heldin the composition of Board of Directors during the Financial Year 2018-19.Theconfirmations were placed before and noted by the Board

STATUTORY AUDITOR AND AUDITOR'S REPORT:

The Company's Auditor M/s. M. N. Manvar& Co. Chartered Accountants (ICAI FirmRegistration No. 106047W) were appointed as Statutory Auditors of the Company to holdoffice upto the conclusion of this Annual General Meeting. The term of Statutory Auditor'sAppointment is expiring on conclusion of this forthcoming Annual General Meeting.

Accordingly on the recommendation of the Audit Committee the Board has proposed theappointment of M/s. Nitesh A. Joshi & Co Chartered Accountants Rajkot (ICAI FirmRegistration Number: 127578W) as the New Statutory Auditors of the Company for a term of 5years i.e. from the conclusion of 30th Annual General Meeting i.e. forfinancial year 2019-20 to financial year 2023-24 (i.e. till AGM to be held in year 2024)subject to approval of members in an ensuring Annual General Meeting.

The Company has also received confirmation from M/s. Nitesh A. Joshi & CoChartered Accountants Rajkot to the effect that they are eligible and not disqualifiedunder section 141 of the Companies Act 2013 and the Rules framed thereunder for beingappointed as the Auditors of the Company. As required under Regulation 33(1)(d) of SEBI(Listing Obligations and Disclosures Requirements)Regulations 2015 the Auditors havealso confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.

The Auditor's Report for the financial year ended March 31 2019 forms part of thisAnnual Report and is attached to the Director's Report as “ANNEXURE-3” and samedoes 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 in their report read with the relevant notes to accountsin schedule are self-explanatory and do not require further explanation. There are noqualifications reservations or adverse remarks made by M/s. M. N. Manvar& Co.Chartered Accountants in their Audit Report.

SECRETARIAL AUDITORS:

As required under provisions of section 204 of the Companies Act 2013 and Rules framedthereunder the Board has appointed the Secretarial Auditors of the Company M/s. MJP& Associates Practising Company Secretaries for conducting the Secretarial Audit forthe FY 2018-19.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Companyfor the Financial Year ended on March 31 2019 is attached to the Director's Report as“ANNEXURE-4”.

Some noting by Secretarial Auditor under report for FY 2018-19 is as under :

(a) The Company has purchased a Car against vehicle finance facility from HDFC Bank.However the Company has not filed particulars of creation of charge with Registrar inconnection with this vehicle finance.

Reply by Board: The Board would ensure compliance of all provisions of the Act infuture.

(b) The Company has filed Financial Statements and Boards Report for year 2017-18with the Registrar of Companies Gujarat after completion of 30 days with payment ofadditional fees on 03.08.2018.

Reply by Board: Board took the note of the same and shall take necessary steps infuture for timely compliance of the same.

(c) The Company had not appointed Internal Auditors during the year 2018-19

Reply by Board: Board took the note of the same and shall take necessary steps infuture for timely compliance of the same.

(d) As on 31stMarch 2019 filing of Form 22A (Active KYC) as prescribed under theCompany Incorporation Rules 2014 Was pending as on 31st March2019.

Reply by Board : The last date of filing of Form 22A (Active KYC) was extended by theMCA upto 15thJune 2019 and the Company had complied with filing of said Formby this extended new date.

APPOINTMENT OF COMPANY SECRETARY:

During the year under report the Company has appointed Ms. Minal Lakhlani as CompanySecretary and Compliance Officer w.e.f. 21stApril 2018.Further CS Minal hadresigned as Company Secretary w.e.f. 14th May 2019. The Board had appointedMr. Suraj Tiwari (ICSI Membership No.A52279) as the Company Secretary & ComplianceOfficer w.e.f. 22nd June 2019.

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.

Further during the year under review there was no foreign earning. Company has madeexpenditure in the Foreign Currency for the purchase of capital goods amounting to Rs.17057553 Company.

The Company has purchased of various latest machineries for installation at itsfactory in view of technology absorption in the Company.

RELATED PARTY TRANSACTIONS:

During the year under report the Company has entered into transactions with relatedparties for the payment of remuneration to Key Managerial Personnel purchase of materialsale of finished goods as well as Job-work charges from the related party. The saidtransactions were carried on at arm's length price in the ordinary course of business andhence do not fall within purview of Section 188(1) of the Act. Information on transactionswith related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of theCompanies (Accounts) Rules 2014 are given in “ANNEXURE-2” in Form AOC-2 and thesame forms part of this report.

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 with net worth of Rs. 500 Croresor more OR an annual turnover of Rs. 1000 Crores or more OR with a net profit of Rs. 5Crores or more during any of the three previous year i.e. (2015-16 2016-17 2017-18) isrequired to constitute a CSR Committee. Ganga Forging Limited does not fall in any of theabove criteria during the year 2018-19. Therefore it is not required mandatorily to carryout any CSR activities or constitute any Committees under provisions of Section 135 of theAct.

We also feel strongly about giving back to our community. We believe everybody deservesto be treated with dignity and respect regardless of their personal circumstances andoffered the skills knowledge and assistance they need to help themselves lead healthy andproductive lives.

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 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 three-member directtouch team established for this purpose. The direct touch team comprises one senior womanmember so that women employees of the Company feel free and secure while lodging theircomplaints under the policy.

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 in the website of the company at https://www.gangaforging.com/

RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk managementplan for the Company. The Audit Committee has additional oversight in the area offinancial risks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The company hasbeen following the principle of risk minimization as it is the norm in every industry. TheBoard has adopted steps for framing implementing and monitoring the risk management planfor the company. The main objective of this policy is to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to risk management in order toguide for decisions on risk related issues.

In today's Challenging and competitive environment strategies for mitigating inherentrisk in accomplishing the growth plans of the company are imperative. The Common risksinherent are: Regulations Competition business risk technology obsolescence long terminvestments and expansion of facilities. Business risk inter alia includes financialrisk political risk legal risk etc. As a matter of policy these risk are assessed andsteps as appropriate are taken to mitigate the same.

DETAILS OF BOARD OF DIRECTORS:

Pursuant to Section 149 152 and other applicable provisions of the Companies Act2013 one-third of such of the Directors as are liable to retire by rotation shall retireevery year and if eligible offer themselves for re-appointment at every AGM.

Pursuant to the provisions of Section 152(6) and other applicable provisions of theCompanies Act 2013. Mrs. Sheetal Chaniara (DIN: 07528297) though appointed as Directoron the Board w.e.f01/09/2017 is liable to get retired by rotation being eligible hasoffered herself for re-appointment at the ensuring 30thAGM of the Company. TheBoard recommends herre-appointment for consideration by the Members of the Company at the30th Annual General Meeting. Accordingly requisite resolution shall form partof the Notice convening the AGM.

As at 31st March 2019 the Board of Directors comprised of the following Directors:

Name Designation
1 Mr.Hiralal Tilva Chairman & Managing Director
DIN 00022539
2 Mr.Rakesh C Patel Managing Director
DIN 00510990
3 Mrs. Sheetal Chhaniara Wholetime Director
DIN 07528297
4 Mrs. Parul Patel Wholetime Director
DIN 07528313
5 Mr. Harshad Ashar Independent Director
DIN 07928692
6 Mr. Ramesh Dhingani Independent Director
DIN 07946841
7 Mr. Mayurkumar Kalaria Director
DIN 08099999

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.

PARTICULARS OF EMPLOYEES:

There are no employee in the Company drawing remuneration of more than Rs. 8.5 Lacs permonth or 1.02 crore per annum as prescribed in Rule 5 (2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.

SUBSIDIARIES JOINT VENTURE OR ASSOCIATE COMPANIES:

As at 31st March 2019 the Company doesn't have any Subsidiary Joint Venture orAssociate Companies.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and Rules made thereunder theBoard has carried out annual performance evaluation of its own performance the directorsindividually as well the evaluation of the working of its Audit Committee Nomination& Remuneration Committee and Shareholders Grievance committee experience andexpertise performance of specific duties and obligations etc. were carried out. TheDirectors expressed their satisfaction with the evaluation process and 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 AUDIT:

The provisions of Section 148(1) of the Companies Act 2013 and Rule 14 of theCompanies (Audit and Auditors) Rules 2014 and other applicable rules and provisions isnot applicable on the Company. Therefore no cost records have been maintained by thecompany.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards in the FinancialYear 2018-19 as 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 “Prevention of Sexual Harassment Policy”. ThisAnti-Sexual Harassment Policy of the Company is in line with the requirements of TheSexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act2013. All employees (permanent contractual temporary and trainees) are covered underthis 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

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company is well equipped with internal financial controls. The Company hascontinuous monitoring mechanism which enables the organization to maintain the samestandards of the control systems and help them in managing defaults if any on timelybasis because of strong reporting mechanisms followed by the Company.

EXTRACT OF THE ANNUAL REPORT:

Extract of Annual Return in Form MGT-9 containing details as on Financial Year ended 31stMarch 2019 [as required under Section 92(3) read with Rule 12(1) of the Companies(Management and Administration) Rules 2014] the extract of Annual Return for theFinancial Year 2018-19 is enclosed with this Board Report as “ANNEXURE-1” tothis report.

The Company is having website at https://www.gangaforging.com/and annual return of thecompany has been published on such website. Link of the same is given below:

https://www.gangaforging.com/InvestorsRelation/DownloadPDF/1?FileName=AnnualReports

BOARD POILICIES AND CODE OF CONDUCTS:

A. Policy on Directors Appointment and Remuneration

The policy of the Company on director's appointment and remuneration including thecriteria for determining the qualifications positive attributes independence of adirector and other matters as required under sub section (3) of section 178 of theCompanies Act 2013 have been regulated by the nomination and remuneration committee andthe policy framed by the company is annexed with the Board Report as“ANNEXURE-5”and available on our website athttps://www.gangaforging.com/InvestorsRelation/DownloadPDF/1?FileName=PoliciesAndCodeofConduct

There has been no change in the policy since last fiscal. We affirm that theremuneration paid to the directors is as per the terms laid out in the Nomination andRemuneration Policy of the Company with the Nomination and Remuneration Committee of theCompany.

B. Prevention of Insider Trading:

The Board of Directors has adopted the Insider Trading Policy in accordance with theRequirements of SEBI (Prohibition of Insider Trading) Regulations 2015. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as consequences ofviolation. The Policy has been formulated to regulate monitor and ensure reporting ofdeals by employees and to maintain the highest ethical standards of dealing in Company'sShares.

C. Other Board Policies and Conducts:

Following Board Policies have been approved and adopted by the Board the details ofwhich are available on the website of the company athttps://www.gangaforging.com/InvestorsRelation/PoliciesCodeConductand for the conveniencegiven herein below:

Name of policy Web link
1. Boards Diversity Policy https://www.gangaforging.com/InvestorsR elation/DownloadPDF/1?FileName=Policies AndCodeofConduct
2. Code of Conduct for Directors And Senior Management https://www.gangaforging.com/InvestorsR elation/DownloadPDF/2?FileName=Policies AndCodeofConduct
3. Corporate Social Responsibility Policy https://www.gangaforging.com/InvestorsR elation/DownloadPDF/3?FileName=Policies AndCodeofConduct
4. Dividend Distribution Policy https://www.gangaforging.com/InvestorsR elation/DownloadPDF/4?FileName=Policies AndCodeofConduct
5. Evaluation Policy https://www.gangaforging.com/InvestorsR elation/DownloadPDF/5?FileName=Policies AndCodeofConduct
6. Policy On Determination Of Materiality Of Events https://www.gangaforging.com/InvestorsR elation/DownloadPDF/6?FileName=Policies AndCodeofConduct
7. Policy On Material Subsidiaries And Governance Of Subsidiaries https://www.gangaforging.com/InvestorsR elation/DownloadPDF/7?FileName=Policies AndCodeofConduct
8. Policy for Insider Trading https://www.gangaforging.com/InvestorsR elation/DownloadPDF/8?FileName=Policies AndCodeofConduct
9. Policy On Preservation Of Documents https://www.gangaforging.com/InvestorsR elation/DownloadPDF/9?FileName=Policies AndCodeofConduct
10. Policy on prevention of Sexual Harassment at work place https://www.gangaforging.com/InvestorsR elation/DownloadPDF/10?FileName=Polici esAndCodeofConduct
11. Related Party Transactions Policy https://www.gangaforging.com/InvestorsR elation/DownloadPDF/11?FileName=Polici esAndCodeofConduct
12. Webarchival Policy https://www.gangaforging.com/InvestorsR elation/DownloadPDF/12?FileName=Polici esAndCodeofConduct
13. Whistle Blower Policy https://www.gangaforging.com/InvestorsR elation/DownloadPDF/13?FileName=Polici esAndCodeofConduct

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

As at 31st March 2019 the Company doesn't have any Subsidiary JointVenture or Associate Companies.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:

There were no significant and material orders issued against the Company by anyregulating authority or court or tribunal which could affect the going concern status andCompany's operations in future.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

The information pertaining to Conservation of Energy Technology Absorption asrequired under Section 134(3)(m) of the Companies Act 2013 read with Rule 5 of Companies(Accounts) Rules 2014 as follows:

A. Conservation of Energy: -

1. The steps taken or impact on conservation of energy:

The Company applies strict control system to monitor day by day power consumption in aneffort to save energy. The Company ensures optimal use of energy with minimum extent ofwastage as far as possible.

2. The steps taken by the Company for utilizing alternate source of energy:

The Company has not taken any step for utilizing alternate source of energy.

3. Capital Investment on energy conservation equipment:

During the year under review the Company has not made any capital investment on energyconservation equipment

B. Technology Absorption:

1. The efforts made towards technology absorption:

The Company has installed one Hammer Machine and one Press Machine at new factorypremises costing 56640091.00/-. These machines boosted the quality of forging productsof the Company.

2. The benefits derived like product improvement cost reduction product developmentor import substitution: Not Applicable

3. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year): Not Applicable.

4. The details of technology imported: Not Applicable

5. The year of import: Not Applicable

6. Whether the technology been fully absorbed: Not Applicable

7. If not fully absorbed areas where absorption has not taken place and the reasonsthereof: Not Applicable

8. The expenditure on Research and Development: Not Applicable

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Further during the year under review the Company has reported Foreign ExchangeEarnings and Expenses as under:

PARTICULARS 2018-19 2017-18
Foreign Exchange Earnings NIL NIL
Foreign Exchange Outgo NIL 17057553

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.

CREDIT RATINGS:

Your Company being an SME Listed Company does not require to obtain credit rating forits securities. Though Ganga Forging has received SMERA MSE 2 from(Small and MediumEnterprise Ratings) on 27th May 2017 which was valid till 26th May2018. The rating indicateslevels of Financial Strength and Operating Performance.

REGISTRAR AND SHARE TRANSFER AGENT INFORMATION:

M/S. LINK INTIME INDIA PRIVATE LIMITED
C-101 247 Park L.B.S Marg
Vikhroli (West) Mumbai 400 083
Telephone Number: +91 22 4918 6000
Email:mumbai@linkintime.co.in
Website:www.linkintime.co.in

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.

ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for assistance and co-operationreceived from the Shareholders State Governments Local authorities and Company's Bankersfor the assistance co-operation and encouragement they extended to the Company.

Your Directors also wish to place on record their sincere thanks and appreciation forthe continuing support and unstinting efforts of investors vendors dealers businessassociates and employees in ensuing and excellent all around operational performance.

Date : 02.09.2019 By Order of the Board of Directors
For GANGA FORGINGLIMITED
Place : Rajkot (Shapar- Veraval)
Sd/-
(HiralalTilva)
Chairman & Managing
Director
[DIN: 00022539]