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Shree Ganesh Forgings Ltd.

BSE: 532643 Sector: Engineering
NSE: SGFL ISIN Code: INE883G01018
BSE 00:00 | 14 Oct Shree Ganesh Forgings Ltd
NSE 05:30 | 01 Jan Shree Ganesh Forgings Ltd
OPEN 0.38
PREVIOUS CLOSE 0.36
VOLUME 5250
52-Week high 0.51
52-Week low 0.36
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.36
Buy Qty 349.00
Sell Price 0.41
Sell Qty 2500.00
OPEN 0.38
CLOSE 0.36
VOLUME 5250
52-Week high 0.51
52-Week low 0.36
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.36
Buy Qty 349.00
Sell Price 0.41
Sell Qty 2500.00

Shree Ganesh Forgings Ltd. (SGFL) - Director Report

Company director report

To

The Shareholders

Your Directors have pleasure in presenting the Forty Sixth Annual Report along with theAudited Financial statements of the Company for the financial year ended 31st March 2019.

FINANCIAL RESULTS:

Your Company's financial performance for the year ended 31st March2019 is summarizedbelow:

Particulars For the Year ended on 31.03.2019 For the Year ended on 31.03.2018
Revenue from Operations 0 88000
Other Income 100000 4266664
Total Income 100000 4354664
Total Expenditure 54256348 60134408
Profit/(Loss) before taxation (54156348) (55779744)
Provision for Tax - -
Profit/(Loss) after Taxation (54156348) (55779744)

WORKING RESULTS:

During the year the company has net loss of Rs. 54156348/- (Previous Year loss ofRs. 55779744/-).

BUSINESS OUTLOOK:

The company has been mainly servicing customers whose requirements matched thecompany's stock of semi-finished and finished goods entirely or partially. In severalcases semi-finished and finished goods have been re-worked to meet the current customers'requirements.

The production facility of the company is still in partial closure mode due to lack ofavailability of working capital funds and persistent labour problem and the possession hasbeen taken.

The reworked Corporate Debt Restructuring (CDR) package although sanctioned by the CDRCell in March 2010 and sanctioned individually by all the lender bankers was notimplemented at all though it was expected to be implemented by July 2010. Further thebanks unilaterally decided to exit from the CDR scheme.

Meanwhile our accounts with the banks were designated as Non- Performing Asset (NPA)by the bankers and in May 2011 the bankers initiated recovery action under theSecuritization and Reconstruction of Financial Assets and Enforcement of Security InterestAct 2002. The Company is taking all requisite measures to ensure that the outstandingdues to the bankers is settled and has already given its proposal for one-time settlementwith the bankers. State Bank of India which became our lead bank after the merger ofState Bank of Indore with it in August 2010 also sent us a possession notice in October2011 against which the company has already filed an Tribunal. The management is makingconstant endeavors to move on with discussions with the bankers so as to arrive at amutually acceptable proposal.

The management is also evaluating various options with respect to raising the fundsrequired for settling the banks' dues including selling or leasing the land on which thefactory is situated and shifting the operations to an alternate site. As of date themanagement is seriously considering a couple of proposals although a structured outcomeis yet to emerge.

Members are aware that the company had filed section 15(1) of the Sick IndustrialCompanies (Special Provisions) Act 1985 due to erosion of its net worth. As of 31stMarch 2015 the net worth remains negative in view of the accumulated losses.

But the matter has been dismissed on 5th February 2015 by AAIFR and writ petition hasbeen filed with honorable Delhi high court against AAIFR.

The Company had received an order dated 27th January 2016 by the Board of Industrialand Financial Reconstruction (BIFR) that reference of the Company registered. Howeverafter the repeal of the BIFR Act in December 2016 the reference to the BIFR was expired.The Company is working on various other option for the revival.

The Company is in process of one time settlement with various banks. The Company hassettledall type of loan of State Bank of Patilala and State Bank of Hyderabad. The loanhas been taken over by ARC Companies.

State Bank of India in terms of SARFAESI Act has taken possession and taken over thecontrol of land building and other fixed assets along with stocks etc. lying in thefactory premises of the company situated at C-3/C TTC Industrial Area Thane BelapurRoad Pawane Navi Mumbai.

LISTING FEES & ANNUAL FEES:

The Company is unable to pay the Annual Listing fees to Bombay Stock Exchange (BSE)National Stock Exchange (NSE). The BSE & NSE has suspended the trading of the company.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013

For the financial year ended 31st March 2019 no amount is transferred to GeneralReserve Account.

DIVIDEND:

In view of past losses Directors did not recommend any dividend to the equityshareholders for the financial year 2018-19

DEPOSITS:

During the period under review the Company has not invited and/ or accepted any freshdeposits within the meaning of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 made thereunder. Hence the requirement forfurnishing of details of deposits which are not in compliance with the Chapter V of theAct is not applicable.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43 of LODR Regulation 2015 the regulation related to DividendDistribution Policy is not applicable to the Company.

PARTICULARSOFLOANSGUARANTEESORINVESTMENTS:

Particulars of Loans Guarantees or Investments under Section 186 of Companies Act2013 are given in the notes forming part of Financial Statements for the year ended 31stMarch 2019.

SHARE CAPITAL:

Presently the Paid up Share Capital of the Company is Rs. 125004740/- divided into12500474 equity Shares of Rs. 10/- each.

DETAILS OF SUBSIDIARY COMPANIES/ASSOCIATES/JOINT VENTURE:

During the year under review no Company has become or ceased to beSubsidiary/Associate/Joint Venture Company of your Company.

CORPORATE GOVERNANCE:

Your Company complies with the provisions laid down in Corporate Governance laws to theextent possible. It believes in and practices good corporate governance. The Companymaintains transparency and also enhances corporate accountability.

The Report on Corporate Governance as stipulated under Regulation 34 of the ListingRegulations is presented in a separate section forming a part of this Report.

The requisite certificate from M/s. R. K. Chaudhary & Associates CharteredAccountants and Statutory Auditors confirming compliance with the conditions of corporategovernance is enclosed to the Report on Corporate Governance

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report for the year under review as stipulatedunder Regulation 34 of the Listing Regulations is presented in a separate section forminga part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and regulators or courts or tribunals.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments which could affect your Company's financialposition have occurred between the end of the financial year and the date of this Report.There has been no change in the nature of business of your Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Provision of Section 135 and Schedule VII of the Companies Act 2013 in respect toCorporate Social Responsibility (CSR) is not applicable on the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 and Rule 8 of the Companies (Accounts) Rules 2014 in respect of conservationof energy technology absorption and foreign exchange earnings and outgo as required tobe disclosed under the Act and the Companies (Accounts) Rules 2014 are as under:

(a) Conservation of energy measures taken:

The Board of Directors has taken following steps to conserve the energy:

Switching off lights A/C and computers whenever not used.

Power utilization on all computers pantry and cabins.

Planning to replace lights with low energy consumption units

Controlled the energy consumption by optimizing the temperature inside theoffice premises is the major contributor for the energy conservation for the stores.

Optimized lighting consumption by strictly controlling the operating hoursas per the usage pattern.

Impact:

The board is constantly taking initiatives and steps to reduce the bills and isoptimist for a favorable output. The Board is planning to use energy saver equipment.

(b) Technology absorption measures:

(i) The efforts made towards Technology Absorption The Company is trying its best to save electricity due to its sick status company is unable to use any modern technology for technology absorption.
(ii) the benefits derived like product improvement cost reduction product development or import substitution -
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- --
(a) the details of technology imported --
(b) the year of import; --
(c) whether the technology been fully absorbed orders passed by the --
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof --
(iv) the expenditure incurred on Research and Development --

(c) Foreign Exchange Earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 regarding remuneration of Directors Key Managerial Personnel and otherrelated disclosures are as below :-

A. Ratio remuneration of each Director to the Median remuneration of all the employeesof your Company for the financial year 2018-2019 is as follow:

Name of the Director & KMPs Total Remuneration (Rupees) Ratio of remuneration of Director to the median remuneration
Mr. Deepak Sekhri N.A. N.A.
Mrs. Anita Sekhri N.A. N.A.
Mr. Pronab Kumar Chakravarty (CFO) N.A. N.A.
Mr. Manoj B. Chaudhari N.A. N.A.
Mr. Sharad Dighe N.A. N.A.

Notes:

1. The Information provided above us on standalone basis.

2. The aforesaid details are calculated on the basis of remuneration for the financialyear 2018-2019

B. Details of percentage increase in remuneration of each Director and CFO &Company Secretary in the financial year 2018-2019: 0.00%

C. Percentage increase in the median remuneration of all employees in the financialyear 2018-2019: Nil

D. Number of permanent employees on the rolls of the Company as on 31st March 2019:

Particular Number of Employees
Executive/Manager 1
Staff 1
Total 2

E. Comparison of average % increase in salary of employees other than the keymanagerial personnel and the percentage increase in the key managerial remuneration:

No salary given to KMPs during the year under review. remuneration

F. Affirmation that the remuneration is as per the remuneration policy of the Company:

Remuneration to Directors Key Managerial Personnel and other employees is as per theremuneration policy of the Company.

Information required under Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 viz Details of Top Ten Employees of theCompany in terms of remuneration drawn during 2018-19 is not applicable as none of theemployee is drawing remuneration in excess of the limits specified in the said Rule 5(2).

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. Suitabledisclosures as required under AS-18 have been made in the Notes to the financialstatements.

RISK MANAGEMENT POLICY:

The Company has formulated Risk Management Policy. The Board takes all necessary stepsto identify and evaluate business risks and opportunities and take corrective steps.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size and the limitednature of its business activities.

DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a. In the preparation of the annual accounts the applicable accounting standards havebeen followed.

b. 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 at the end of the financial year and ofthe profit and loss of the Company for the year under review.

c. The Directors have 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 have prepared the 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.

f. The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors:

In accordance with the provisions of Section 152 of the Companies Act 2013 and otherapplicable provisions if any of the Companies Act 2013 read with Companies (Appointment& Qualification of Directors) Rules 2014 and the Article of Association of theCompany Mr. Sharad Dighe (DIN: 08177368) Director of the Company will retire by rotationat the ensuing Annual General Meeting and being eligible has offered himself forreappointment. The Board recommends his re-appointment for the consideration of theMembers of the Company at the ensuing Annual General Meeting.

Mr. Deepak disqualified B. Sekhri and Mrs. Anita Sekhri are disqualified to bedirectors pursuant to section 164 and 167 of Companies Act 2013 read with Rule 14 ofCompanies (Appointment and Qualification of Directors) Rules 2014 due to striking ofother associate companies in which they are directors. However the Disqualified directorshave filed petition with the appropriate adjudicating authorities for removal ofdisqualifications.

During the year under review Mr. Gian Prakash Singh resigned from the company from thepost of Independent Director w.e.f 07th January 2019 due to his old age and healthissues.The board placed on record its deep appreciation for the contribution made by Mr.Gian Prakash Singh during her tenure as an Independent Director of the Company.

KEY MANAGERIAL PERSONNEL (KMP) OF THE COMPANY:

In terms of the provisions of Section 203 of the Act Mr. Deepak Sekhri Director Mrs.Anita Sekhri and Mr. Pronab Kumar Chakravarty Chief Financial Officer are the KeyManagerial Personnels' of your Company.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transaction with the Company other than reimbursement of expensesincurred by them for the purpose of attending meetings of the Company.

There was no other change in the directors and KMP during the year under review.

DECLARATION OF INDEPENDENCE:

Definition of ‘Independence' of Directors is derived from Regulation 16(1)(b) ofthe Listing Regulations and Section 149(6) of the Companies Act 2013 and Rules framedthereunder. Your Company had only one Independent Director who has resigned from theCompany as Independent Director w.e.f. 7th January 2019.

BOARD MEETINGS:

The Board of Directors of your Company met 6(Six)Times during the year to carry thevarious matters. The Meetings were convened on 30.05.2018 11.07.2018 23.08.201815.11.2018 12.02.2019 and 30.5.2019 respectively and further details of which are givenin the Corporate Governance Report forming part of this Annual Report.

BOARD EVALUATION:

The Board of Directors has made the formal annual evaluation of its own performance andthat of its committees and individual directors and found it to be satisfactory.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY:

The Company's policy on director's appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which form part of this report.

COMMITTEES OF THE BOARD: AUDIT COMMITTEE:

As on March 31 2019 the Audit Committee comprises of Mr. Deepak B. Sekhri as theChairman of the Committee Mrs. Anita Deepak Sekhri Mr. Manoj B. Chaudhari and Mr.Sharad Y. Dighe as its other members.

Further details relating to the Audit Committee are provided in the CorporateGovernance Report which forms an integral part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE:

As on March 31 2019 the Nomination and Remuneration Committee comprises of Mr. DeepakB. Sekhri as a chairman of the committee Ms. Anita D. Sekhri Mr. Manoj B. Chaudhari andMr. Sharad Y. Dighe as its other members.

Further details relating to the Nomination and Remuneration Committee are provided inthe Corporate Governance Report which forms an integral part of this Annual Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

As on March 31 2019 the Stakeholders' Relationship Committee comprises of Mr. DeepakB. Sekhri as the Chairman of the Committee Mrs. Anita Deepak Sekhri Mr. Manoj B.Chaudhari and Mr. Sharad Y. Dighe as its other members.

Further details pertaining to Stakeholders Relationship Committee are provided in theCorporate Governance Report which forms an integral part of this Annual Report.

VIGIL MECHANISM:

The Company has a vigil mechanism in terms of Section 177(9) of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 to deal with instances of fraud and mismanagement if any and to report concernsabout unethical behavior wrongful conduct and violation of the Company's code of conductor ethics policy.

No instance under the Whistle Blower Policy was reported during the financial yearunder review.

AUDITORS:

The Members at the 44thAnnual General Meeting of the Company held on 26thSeptember2017 had appointed M/s. R. K. Chaudhary& Associates (Firm Registration No.133512W) Chartered Accountant Mumbai as the Statutory Auditors of the Company to holdoffice for a term of five years i.e. from the conclusion of the said Annual GeneralMeeting until the conclusion of 49thAnnual General Meeting of the Company to be held in2022 subject to ratification of their appointment by the shareholders every year.

The Ministry of Corporate Affairs vide its Notification dated 7thMay2018hasdispensedwiththerequirementofratification of Auditor's appointment by theshareholders every year. Hence the resolution relating to ratification of Auditor'sappointment is not included in the Notice of the ensuing Annual General Meeting.

STATUTORY AUDITORS' OBSERVATIONS& COMMENTS FROM BOARD:

a) Advance due from certain parties which in our opinion are considereddoubtful of recovery against which adequate provision has not been made.

Comment from Board:-The Company will do the necessary Compliances.

b) The Company has failed to provide necessary information and data and has notdisclosed the impact of pending litigation as on 31st March 2019 on its financial positionin its financial statement.

Comment from Board:- The Company will do the necessary Compliances

c) Depreciation as per the new schedule III of Company Act 2013 has not been calculatedan accounted due to non- availability of passed data of addition of fixed assets.

Comment from Board: There were no additions of fixed assets during the last year.

d) Mr. Deepak Sekhri & Mrs. Anita Sekhri the Directors of the company aredisqualified as on 31.03.2019 from being appointed as Directors in terms of section 164(2)of the Companies Act.

Comment from Board:-The Directors have filed an Appeal before the AdjudicatingAuthorities for removal of disqualification of DIN.

e) The Company has incurred a net loss of Rs.54156349/- during the year ended31.03.2019 and as of the date the companies liabilities exceeds its total assets byRs.862404111/-.

Comment from Board:-The Company has closed Since October 2010. And also there isnobusiness activities.

f) The Company did not have any long term contracts including derivative contracts assuch the question of commenting on any material foreseeable losses thereon does not arise.

Comment from Board:- The Company has closed Since October 2010. And also there isnobusiness activities.

g) The Company has failed to transfer unpaid / unclaimed dividend amounting toRs.183958/- and share application money amounting to Rs.154786/- to the InvestorEducation and Protection Fund.

Comment from Board:- The Company will do the necessary Compliances.

h) We have not been able to physically verify the inventory due to the fact that thepossession of the Factory premises was taken over by State Bank of India on 02/01/2018.

Comment from Board:-Since the possession of Factory Land & Building Plant&Machinery is with the Bank it can not be made available for verification.

i) The Company has not produced any register required to be maintained under Section189 of the Companies Act 2013.

Comment from Board: The register is updated and will be provided.

j) According to the information and explanations given to us and based on therecords of the Company examined by us the Company is not regular in depositing theundisputed statutory dues including Income Tax Sales Tax and other material statutorydues as applicable with the appropriate authorities in India

Remark:- Due to huge losses and financial problem the Company is finding it difficultto pay its dues however the management is trying its best efforts to settle all pendingdues.

SECRETARIAL AUDITORS:

In terms of the provisions of section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s. Madhukar K. Apte& Associates Company Secretaries as SecretarialAuditor for conducting Secretarial Audit of your Company for the financial year31.03.2019. The report of the Secretarial Auditor is annexed herewith as "AnnexureA"

SECRETARIAL AUDITORS' OBSERVATIONS & COMMENTS FROM BOARD:

a. The Company has not paid listing fees to National Stock Exchange for the period2012-13 and to Bombay Stock Exchange from 2013-14.The Bombay Stock Exchange has suspendedthe company due to penal provision and also restricted the trading of the Company withreason- on account of GSM.

Comment from Board: Due to Financial crunches the company is not in position to paylisting fees.

b. The Company has not appointed Company Secretary as KMP as required under section 203of Companies Act 2013 and Compliance Officer as required under regulation 6(1) of SEBI(LODR) Regulations 2015.

Comment from Board: The Company is looking for a suitable candidate for the CompanySecretary but being a Sick Company and due to weak financial problem no candidate iswilling to join the Company.

c. The Company has only one Director from 01-04-2018 to10-07-2018. Hence there is aviolation of Section 149(1) (a) of the Companies Act 2013 providing for minimum of 3Directors in case of a public company and Regulation 17(1) of SEBI (LODR) Regulations2015 with respect to composition of Board of directors. However the company has appointed2 additional Directors on 11-07-2018.

Comment from Board: Due to Disqualification of 2 Directors the composition is not asper Companies Act 2013 and Regulation 17(1). The Company has filed writ petition withhigh court for removal of disqualification and the Company has also appointed twoadditional Directors in the Board Meeting held on 11th July 2018.

d. The Managing Director and whole time Director are disqualified under Sections 164read with Section 167 of the Companies Act 2013 and therefore the Company has no KeyManagerial Personnel except Chief Financial Officer. Comment from Board: The Company hasfiled application with the adjudicating authorities for removal of disqualification.

e. The Company has not updated its website and uploaded the documents and informationas required under the Companies Act 2013 and Regulation 46 of SEBI (LODR) Regulations2015.

Comment from Board: Due to financial problems it is unable to continue the services ofconsultant to update the website.

f. The Company has not published notices in the newspaper as required under ListingGuidelines and Regulation 47 of SEBI (LODR) Regulations 2015 and as required under section91 read with Rule 10 of Companies (Management and Administration) Rules 2014 for closureof Register of Member.

Comment from Board: Except Board Meeting notices the Company has published financialsresults and notice of general meeting in the newspaper.

g. The Company has not appointed Internal Auditor during the period under review.

Comment from Board: Due to weak financial position it is unable to appoint internalauditor as operations are closed.

h. The Constitution of the mandatory Committees required to be formed is not inaccordance with Companies Act 2013 and Regulation 19 of SEBI (LODR) Regulations 2015.Also there was only one Independent Director resigned from 07/01/2019.

Comment from Board: Due to disqualification of Directors the composition is not incomplied with and there are no Independent Director since 07.01.2019 as the Company isSick Company and no one is interested to join.

i. As per corporate governance as per Regulation 27(2)(a) uploaded for quarter March2019 The Company has made non-compliance with respect to proviso to Regulation 19(2).

Comment from Board: The Company will do necessary compliances.

j. The status of the company is active but not compliant.

Comment from Board: The Company has not filed form INC- 22A since the company has nocompany secretary. Hence the status is active non-compliant k. At least one separatemeeting of independent directors in a year is not held as required under Schedule IV.

Comment from Board: The Company has only one Independent Director and he has alsoresigned w.e.f. January 2019.

l. The Company has Unclaimed Dividend and Share Application Money of Rs.183957/- andRs.93586/- respectively. Both these amounts are outstanding for more than 7 years andhence there is a violation of Section 125(2) of the Companies Act 2013. Further theShares have not been allotted within two months from the date of receipt of suchapplication money they shall fall under ‘Deposits' and therefore therefore there isviolation of Provisions of Companies Act 2013 and Rules made thereunder relating toAcceptance of Deposits by the Company.

Comment from Board: The Company will do necessary compliances.

m. The Company has not complied with the requirement of 27(2) (c) with respect tosigning of quarterly compliance report on Corporate Governance shall either by thecompliance officer or the chief executive officer of the listed entity.

Comment from Board: The same is being signed by the Managing Director of the Company.

n. The Company has framed a policy for determination of materiality based on criteriaspecified regulation duly approved by its board of directors which has not uploaded onits website as per Regulation 30(4)(ii). Comment from Board: Due to financial problems itis unable to continue the services of consultant to update the website.

o. The board of Directors of the company has authorized Key Managerial Personnel forthe purpose of determining materiality of an event or information and for the purpose ofmaking disclosures to stock exchange(s) under this regulation however the contact detailsof such personnel has not disclosed to the stock exchange(s) and as well as on the listedentity's website as per Regulation 30(4)(5).

Comment from Board: Due to financial problems it is unable to continue the services ofconsultant to update the website. The Company will further compliances.

p. The Company has not appointed depositories for monitoring foreign investment:

Comment from Board:- Due to financial constraints and company having no businessactivities the Company has no financial capability to appoint depositories for monitoringforeign investment.

q. The Company has defaulted in payment of statutory dues.

r. The Company has defaulted in repayment of interest and loans borrowed from banks.

Comment from Board or (q and r) : Due to financial problem the Company is not in aposition to clear statutory dues. The management is trying its best efforts to settle thedues.

s. The Company has not taken action to recover CENVAT credit; VAT credit; Service TaxCredit etc.:-

t. The Company has a huge balance under the head Advances to Creditors-Rs.45673408/-. This amount is lying since many years and the company has not receivedany supplies within time.

Comment from Board (s & t): The management is trying its best efforts to recoverthe dues.

u. The Company has received a sum of Rs. 1181786/- under the head ‘Advances fromCustomers'. This amount is lying since last year. Since the company has not made suppliesto the customers within 365 days. This amount will come under the term ‘Deposits' andthere is a violation of provisions relating to Acceptance of Deposits by the Companies.

Comment from Board :The Company will do necessary compliances.

v. The company has not complied with the regulation 31(2) of LODR according to which100% shareholding of promoters shall be in Demat Form.

Comment from Board: The Company will do necessary compliances.

w. The Company has not sent notices shareholders for providing PAN Details incompliance with SEBI Circular No. SEBI /HO/ MIRSD/DOP1/CIR/P/2018/73 dated 20th April 2018and SEBI Circular No. SEBI/ HO/MIRSD/DOS3/CIR/P/2018/115 dated 16th July 2018.

Comment from Board: The Company will do necessary compliances.

EXTRACT OF ANNUAL RETURN:

In terms of the provisions of Section 92 (3) of the Act read with the Companies(Management and Administration) Rules 2014 an extract of the Annual Return of yourCompany for the financial year ended 31st March 2019 is given in Annexure B.

OTHER DICLOSURES:

• Your Company has not issued any shares with differential voting.

• There was no revision in the financial statements.

• Your Company has not issued any sweat equity shares.

• There has been no change in the nature of business of your Company.

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

The compliance regarding Disclosures under Section 22 of Sexual Harassment of Women atWork (Prevention Prohibition and Redressal) Act does not apply to the Company. Howeverthe Company is committed to provide a safe & conducive work environment to itsemployees.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

APPRECIATIONS:

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers Staff and workers at all levels for their continuous co-operationand assistance.

By Order of the Board of Directors
For Shree Ganesh Forgings Limited
Mr. Deepak B. Sekhri
Chairman
DIN:00054671
Place: Mumbai
Date:13.08.2019