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Shri Gang Industries & Allied Products Ltd.

BSE: 523309 Sector: Others
NSE: N.A. ISIN Code: INE241V01018
BSE 05:30 | 01 Jan Shri Gang Industries & Allied Products Ltd
NSE 05:30 | 01 Jan Shri Gang Industries & Allied Products Ltd

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

Company director report

To

The Members

Shri Gang Industries and Allied Products Limited

Your Directors are delighted to present the Thirty First Annual Report on Company'sBusiness Operations along with the Audited Statement of Accounts for the year ended onMarch 31 2020.

FINANCIAL PERFORMANCE OF THE COMPANY

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

(Rs. In Lakh)

Particulars 2019-2020 2018-2019
Income from Operations 0.59 439.65
Other Incomes 27.44 65.12
Total Revenue 28.03 504.77
Profit/(Loss) before Depreciation Exceptional & (339.79) (214.40)
Extra-Ordinary Items
Depreciation (21.55) (21.49)
Exceptional Items
- Prior Period Expenses - (19.12)
- Old & unusable materials written off - -
- Impairment of Capitalised property plant & equipment - -
- Capital WIP Written off - -
- Provision for Trade receivables considered doubtful
Net Profit (Loss) after depreciation before tax (361.35) (255.01)
Provision for Taxation
Income Tax - -
Net Profit/(Loss) after tax for the year (361.35) (255.01)

The Financial Statements have been prepared on accrual basis in accordance with IndianAccounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards)Rules 2015 (as amended) and the provisions of the Companies Act 2013.

The Financial Statements are presented in Indian Rupees (“INR”or ) and allamounts are rounded to the nearest Lakhs except as stated otherwise.

SHARE CAPITAL

During the year under review the Authorised Share Capital of the Company stood at Rs.85000000/- (Rupees Eight Crore Fifty Lakh) divided into 8500000 Equity Shares of Rs.10/- each.

The Paid up Share Capital of the Company stood at Rs. 79300000/- (Rupees Seven CroreNinety Three Lakh) as on March 31 2020.

There has been no change in the Authorised Issued Subscribed and Paid-up ShareCapital of the Company during the year. The Company has no other type of securities exceptEquity Shares forming part of the Paid-up Share Capital of the company.

PERFORMANCE OF BUSINESS

During the year ended the Company has incurred loss of Rs. 361.35 lakh as compared tothe loss of Rs. 255.01 lakh in previous financial year.

During the year under review the company did not carry out any production activity atits manufacturing unit at Sikandrabad U.P. as a result the revenue from operations of thecompany deceased from Rs. 439.65 Lakh in FY 2018-2019 to Rs. 0.59 Lakh in FY 2019-2020.

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

In FY 2016-17 the Hon'ble BIFR and Government of Uttar Pradesh had sanctioned arehabilitation scheme for the revival of the company. As per the scheme the company hasto pay the past dues of Commercial Tax Department PICUP and Paschimanchal Vidyut VitranNigam Ltd (PVVNL) over a period of 12 years.

Based on these developments the company had resumed its manufacturing operations in itsVanaspati unit on a limited scale. However in FY 2019-20 no production was carried out inthe unit as the plant requires technological up gradation and addition of new equipment soas to economize on the cost of production based on the prevailing industry standards.Otherwise company would have incurred more losses.

As a part of the rehabilitation scheme the company is setting up a grain basedDistillery unit with Bottling Plant for IMFL & Country Liquor at Sandila Dist.Hardoi. The company has already been allotted land by UPSIDC in Sandila Industrial Areafor setting up the unit.

The company has received Environmental Clearance for the Distillery Unit from the StateLevel Environment Impact Assessment Authority Uttar Pradesh. As regards the BottlingUnit the company has obtained Consent to Establish from the UP Pollution Control Boardand the commercial production was expected to be commenced in the FY 2019-2020 in theBottling Unit but due to the outbreak of COVID-19 pandemic the same was delayed by about3 months.

A detailed review of operations and performance and future outlook of the Company isgiven separately under the head ‘Management Discussion & Analysis' pursuantto Regulation 34 read with Part B of Schedule V of SEBI Listing Regulations and the sameis annexed and forms part of this Annual Report.

DIVIDEND

Based on the Company's performance in the Current Year your Directors are unable torecommend any dividend for the year under review.

AMOUNTS TRANSFERRED TO RESERVES

Due to inadequate profits the company has not transferred any amount to reservesduring the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors comprise of eminent and experienced professionals in theIndustry. The current composition of the Board of Directors (as on the date of Board'sReport) are as follows:

Name of Director Designation
1. Mr. Syed Azizur Rahman Whole Time Director
2. Mr. Sunil Goel Whole Time Director
3. Mrs. Anita Gupta Non-Executive Director
4. Mr. Yogesh Kumar Non-Executive Independent Director
5. Mrs. Seema Sharma Non Executive Independent director

Changes in the composition of the Board of Directors

The following changes occurred during FY 2019-2020 till the date of this Report:

During the year under review the Board of Directors pursuant to the applicableprovisions of the Companies Act 2013 read with the rules made thereunder (including anystatutory modification (s) or re-enactment thereof for the time being in force) SEBI(Listing Obligation & Disclosure Requirements) Regulations 2015 and on therecommendation of Nomination and Remuneration Committee accorded its approval to thefollowing:

i. Re-appointment of Mr. Syed Azizur Rahman (DIN: 00242790) as Whole-time Director ofthe Company for a period of 2 (two) years w.e.f. May 09 2019 and who was appointed byShareholders in the Annual General Meeting of the Company held on September 24 2019;

ii. Re-appointment of Mr. Sunil Goel (DIN: 01229459) as Whole-time Director of theCompany for a further period of 1 (one) year w.e.f. February 14 2020 subject to approvalof Members of the Company;

iii. Appointment of Mrs. Seema Sharma (DIN: 08728701) as an Additional Director to holdoffice up to the date of ensuing AGM and as a Non-Executive Independent Director for aperiod of 5 (five) years effective from March 31 2020 on the Board subject to theapproval of members of the Company. Considering her integrity expertise and proficiencythe Board noted that her appointment would be of benefit to the company.

Appropriate resolutions seeking their reappointment/appointment are being placed foryour approval in the ensuing Annual General Meeting.

Due to the ill health Mr. Surendra Mohan Sikka DIN: 07018508 relinquished theposition of Independent Director of the company with effect from 4th August2019.

Pursuant to the provisions of Section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 executive directorsand non-executive directors except the Independent Directors are subject to retire byrotation. Based on the terms of appointment and the Articles of Association of yourCompany Mr. Sunil Goel (DIN: 01229459) who is the longest serving member in the currentterm and is liable to retire by rotation and he being eligible offers himself forreappointment. Appropriate resolution for his re-appointment is being placed for yourapproval at the ensuing Annual General Meeting.

None of the aforesaid Directors are disqualified under Section 164(2) of the CompaniesAct 2013. Further they are not debarred from holding the office of Director pursuant toorder of SEBI or any other authority.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act 2013 the Company has followingKey Managerial Personnel at the end of the financial year and as on date of the BoardReport.:

Name of KMP Designation
1. Mr. Syed Azizur Rahman Whole Time Director
2. Mr. Sunil Goel Whole Time Director
3. Mr. Anil Kumar Gupta Chief Financial Officer
4. Ms. Kanishka Jain Company Secretary

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with relevantapplicable rules your company was required to appoint an Internal Auditor. Further theBoard of Directors at its meeting held on May 30 2019 has appointed M/s Mohan Gupta &Co. Chartered Accountants as Internal Auditor of the Company.

ANNUAL RETURN

In accordance with the provisions of section 134(3)(a) of Companies Act 2013 read withrule 12(1) of the Companies (Management and Administration) Rules 2014 the Annual Returnfor the Financial Year 2019-20 will be available on the website and can be accessedthrough the link (http://www.shrigangindustries.com).

Extracts of the Annual Return referred in sub section (3) of section 92 in theprescribed format MGT-9 forms part of this Directors' Report as “Annexure-B” and the same is also available on the website of the Company under the link (http://www.shrigangindustries.com).

CORPORATE SOCIAL RESPONSIBILITY

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

DETAILS OF SUBSIDIARIES/ JOINT VENTURE AND ASSOCIATE COMPANY

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

DIRECTORS RESPONSIBILITY STATEMENT

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

i. That in the preparation of the Annual Accounts for the financial year ended March31 2020 the applicable Accounting standards have been followed and that there are nomaterial departures;

ii. That Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2020 and of the loss ofthe Company for the year ended March 31 2020;

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

iv. That accounts for the year ended March 31 2020 have been prepared following thegoing concern basis;

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

vi. That Directors had devised proper system to ensure compliance with the provisionsof all the applicable laws and that such system were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial Position of your Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate and on the date of this report. However after the closure of theFinancial Year the Company has entered into an agreement with M/s United Spirits Ltd forleasing a portion of its plant capacity for the bottling of IMFL at its Bottling Plantsetup at Sandila Dist. Hardoi. After receipt of all the requisite Government approvals theproduction in the Bottling Plant commenced on 17th July 2020.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules framedthereunder the Company in its 28th Annual General Meeting held on September 28 2017 hadappointed M/s. Satendra Rawat & Co. Chartered Accountants (Firms registration no.008298C) as Statutory Auditors of the company to hold office for Five consecutiveyears from the conclusion of 28th Annual General Meeting till the conclusion of 33rdAnnual General Meeting of the Company to be held in the year 2022 subject to ratificationby members at every Annual General Meeting.

The requirement for the ratification of Auditor's appointment at the AGM has been doneaway with by the amended provisions of Section 139 of the Companies Act 2013 which wasnotified on May 7 2018. Accordingly no resolution is being proposed for ratification ofappointment of statutory auditors at the ensuing AGM the existing Auditor shall continueto act as Statutory Auditor of the Company and ratification of Auditors appointment everyyear at the Annual General Meeting is no longer required.

AUDIT REPORT

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark. The Auditor's Report is enclosedwith the Financial Statements in this Annual Report.

During the year under review have been no instances of fraud reported by the StatutoryAuditors under Section 143(12) of Companies Act 2013 read with rules framed thereundereither to the Company or to the Central Government.

SECRETARIAL AUDITOR

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

The Secretarial Audit Report in the prescribed form MR-3 for the financial year endedon March 31 2020 forms part of the Annual Report. The same is annexed as Annexure“A”.

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

Secretarial Auditor's Remark-1

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

Board's Reply

The Company had made request to all the shareholders including Promoter and PromoterGroup through notice of last Annual General Meeting asking to dematerialize theirs shares.Similar request to all shareholders including Promoter and Promoter Group is being made inthe notice of ensuing Annual General Meeting which is being sent to all the shareholders.The promoter's Shareholding upto the extent of 66.19 % has already been dematerialized.The Management has been following up with the rest of the Promoter and Promoter Group toget their shares dematerialized to make the Company compliant as per SEBI (LODR)Regulations 2015.

Secretarial Auditor's Remark-2

The company has not obtained the Fire NOC for its manufacturing unit located atSikandrabad U.P.

Board's Reply

The Company is in the process of obtaining the Fire NOC.

Secretarial Auditor's Remark-3

The Company has no requisite permissions from the State Pollution Control Board for itsmanufacturing unit located at Sikandrabad Bulandshar Uttar Pradesh as on date.

Board's Reply

The Company is in the process of obtaining the necessary permission

Secretarial Auditor's Remark-4

As per Regulation 15 (2) of SEBI (LODR) Regulations2015 the compliances with thecorporate governance provisions as specified in Reg. 17 to 27 and Clause (b) to (i) ofRegulation 46(2) and Para C D E of Schedule V for Corporate Governance do not apply tothis Listed Entity as the Paid-up share capital of the Listed Entity is Rs.79300000/-(i.e. less than Rs. 10 Crore) and Net Worth is negative (i.e. less than Rs. 25 Crores) ason the last day of the previous financial year. During the audit we observed that thecompany is voluntarily complying with the Corporate Governance provisions to the extentpossible as a part of good corporate governance practice. However there wasnon-compliance of the following provisions during part of the year with respect to abovementioned regulations:

a. Pursuant to Regulation 17(1)(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended from time to time during the year underreview the composition of the Independent Directors in the company was not according toSEBI (LODR) Regulations 2015.

Board's Reply

The relevant regulations relating to Corporate Governance of the SEBI (LODR)Regulations 2015 are not applicable on the Company however as a part of good CorporatePractice the Company has re-constituted the Board of the Company in order to have theoptimum combination of Directors and its Committee(s) to comply with the provisions of theSEBI (LODR) Regulations 2015.

DISCLOSURE ABOUT MAINTAINANCE OF COST RECORDS

The Directors state that the company is required to maintain the cost records asspecified by the Central Government under sub-section (1) of section 148 of the CompaniesAct 2013 and accordingly such accounts and records are made and maintained.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in all material respects an adequate internal financial control systemover financial reporting and such internal financial controls over financial reportingwere operating effectively as at March 31 2020. The Company has in place robust internalcontrol procedures commensurate with its size and operations.

NUMBER OF BOARD MEETINGS AND ATTENDANCE BY EACH DIRECTOR

During the financial year 2019-2020 the Board of Directors' has met six (6) times on09-May- 2019 30-May-2019 13-Aug-2019 14-Nov-2019 12-Feb-2020 and 21-Mar-2020 Theperiodicity between two Board Meetings was within the maximum time gap as prescribed inthe Listing Regulations / Companies Act 2013. Directors' attendance at the Board Meetingsduring the financial year is provided herein under:

Directors Name Designation

No. of Board Meetings

Held Attended
Syed Azizur Rahman Whole Time Director 6 6
Sunil Goel Whole Time Director 6 5
Yogesh Kumar Independent Director 6 6
Surendra Mohan Sikka* Independent Director 2 2
Anita Gupta Non-Executive Director 6 5
Seema Sharma** Independent Director ** **

*Mr. Surendra Mohan Sikka relinquished the office of Independent Director w.e.f.04-Aug-2019. During this period i.e. April 01 2019 to August 04 2019 Two (2) meetingsof Board of Directors were held

** Mrs. Seema Sharma was appointed w.e.f. March 31 2020. After her appointment asDirector no meeting of Board of Directors was held.

CORPORATE GOVERNANCE DISCLOSURE

As per the provisions of Regulation 15(2) the listed entity having paid up equityshare capital not exceeding rupees ten crore and net worth not exceeding rupees twentyfive crore as on the last day of the previous financial year shall not be required tocomply with the Corporate Governance provisions as specified in regulations 17 17A 1819 20 21 22 23 24 24A 25 26 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of Schedule V.

Hence the Company is not required to report on Corporate Governance in accordance withregulation 34(3) and schedule V(C) to the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the disclosure is not given in the AnnualReport.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all Employees in the course of day to day business operations ofthe Company.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated Employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with Stakeholders.

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.

The Board Members have affirmed compliance with the Code of Conduct for the year endedMarch 31 2020. The code of conduct is available on our website

(http://www.shrigangindustries.com/investor-relations.html).

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity and respectand as mandated under “The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013” the Company has in place a formal policy forprevention of sexual harassment at work place and the Company has also Constituted theInternal Complaint Committee in compliance with the requirement of the Act.

The policy is available on our website (http://www.shrigangindustries.com/policv.html).

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

DECLARATION BY INDEPENDENT DIRECTOR(S)

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

4- They meet the criteria of independence as prescribed under the provisions of theAct read with the Schedules and Rules issued thereunder as well as of Regulation 16 ofthe Listing Regulations.

I In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors)Rules 2014 they have registered themselves with the Independent Director's databasemaintained by the Indian Institute of Corporate Affairs Manesar.

4- In terms of Regulation 25(8) of the Listing Regulations they are not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact their ability to discharge their duties.

In terms of Regulation 25(9) of the Listing Regulations the Board of Directors hasensured the veracity of the disclosures made under Regulation 25(8) of the ListingRegulations by the Independent Directors of the Company.

COMMITTEES

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

1. Audit C ommittee;

2. Nomination & Remuneration Committee;

3. Stakeholders Relationship Committee; and

4. Independent Directors Committee.

AUDIT COMMITTEE COMPOSITION

In compliance with the provisions of Section 177 of the Companies Act 2013 andRegulation 18 of the SEBI Listing Regulations as on 31 March 2020 the Audit Committee ofthe Company comprises of following 3 (Three) Members and two third of the members of theAudit Committee are Independent Directors:

Name Designation
1. Yogesh Kumar Independent Director Member
2. Syed Azizur Rahman Whole Time Director Member
3. Seema Sharma Independent Director Member

Further as per section 177(8) of the Companies Act 2013 there was not any case duringthe period under review that any recommendation is made by the Audit Committee and theBoard has not accepted it.

NOMINATION & REMUNERATION POLICY

The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate its functionsof governance and management. The Company has framed a Nomination and Remuneration Policypursuant to the provisions of Section 178 of the Companies Act 2013 read with Regulation19 and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015.

The details of policy are mentioned in Corporate Governance Report. There is no changein the policy since last financial year. The policy is available on our company's website(http://www.shrigangindustries.com/policy.html).

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

During the year under review the Company has neither made any investment(s) nor givenany loan(s) or guarantee(s) or provided any security which is covered under the provisionsof Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

During the year the Company had not entered into any contract arrangement andtransaction with related parties which could be considered material in accordance ascovered under Section 188 (1) of the Companies Act 2013 during the Financial Year and inaccordance with Company's Policy on materiality of and dealing with related partytransactions (the “Policy”) and accordingly the disclosure of Related PartyTransactions in Form AOC-2 is not applicable.

DEPOSITS

During the year the company has neither accepted nor renewed any deposits from publicfalling within the ambit of Section 73 of the Act and the Companies (Acceptance ofDeposits) Rules 2014. Accordingly no amount on account of principal or interest ondeposits from public was outstanding as on the date of the balance sheet.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of Regulation 34 read with Part B of Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Managementdiscussion and analysis report is set out in this Annual Report as “AnnexureC” and covers amongst other matters the performance of the Company during theFinancial Year 2019-2020 as well as the future outlook.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO

Information under Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 regarding conservation of energy technologyabsorption and foreign exchange earnings and outgo are given in Annexure “D” formingpart of this Annual Report.

RISK MANAGEMENT

A key factor in determining a company's capacity to create sustainable value is therisks that the company is willing to take at strategic and operational levels and itsability to manage them effectively. Many risks exist in a company's operating environmentand they emerge on a regular basis. The Company's Risk Management processes focuses onensuring that these risks are identified on a timely basis and addressed.

The company has in place risk management mechanism covering the risk mapping and trendanalysis risk exposure potential impact and risk mitigation process. A detailed exerciseis being carried out to identify evaluate manage and monitor non-business risks. TheCompany through Board and Audit Committee oversees the Risk Management process includingrisk identification impact assessment effective implementation of the mitigation plansand risk reporting. Risk Management forms an integral part of the Company's planningprocess.

PERFORMANCE EVALUATION

The Companies Act 2013 read with the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 provides that the Board needs to undertake a formal AnnualEvaluation of its own performance and that of its Committees and individual Directors. TheSchedule IV of the Companies Act 2013 read with the Rules issued there understates thatthe performance evaluation of Independent Directors shall be done by the entire Board ofDirectors excluding the Director being evaluated.

The Board has carried out the annual evaluation of its own performance performance ofthe Directors individually as well as the performance of the working of its AuditNomination & Remuneration and other Committees of the Board. The evaluation wascarried out taking into consideration various aspects of the Board's functioning such asadequacy of the composition of the Board and its Committees execution and performance ofspecific duties obligations and governance etc.

The Directors expressed their satisfaction with the evaluation process.

THE CHANGE IN THE NATURE OF BUSINESS IF ANY

As stated above the Company is setting up a Distillery unit with Bottling Plant forIMFL & Country Liquor at Sandila Dist. Hardoi for which it has received the requisitepermission/licence. The company has been allotted land by UPSIDC in Sandila IndustrialArea for setting up the unit and the production has commenced in the Bottling unit in themonth of July 2020.

The setting up of the new unit would help in the revival of the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future. Howeverthe Company has received In-principle approval from BSE Limited for Revocation ofSuspension in trading of equity shares of the Company vide its letter no.LIST/COMP/SK/878/2018-19 dated October 16 2018 which is valid for one year i.e. uptoOctober 15 2019 subject to submission of certain

documents and fees in a time span of one year from the date of letter. The Company hassubmitted the requisite fee and most of the documents as required for revocation ofsuspension in trading of Equity shares of the Company and is in the process of submittingthe remaining documents.

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with the Section 177(9) & (10) of the Companies Act 2013 and rulesframed there under read with Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has established the Vigil Mechanism/WhistleBlower Policy a mechanism for all Directors and employees to report to the managementconcerns about unethical behavior actual or suspected fraud or violation of the Company'scode of conduct. The mechanism also provides for adequate safeguards against victimizationof employees who avail of the mechanism and also provide for direct access to the Chairmanof the Audit Committee in exceptional cases. The Policy act as a neutral and unbiased formto voice concerns in a reasonable and effective manner without fear of reprisal. Thepolicy is disclosed on Company's website (Web Link: http://www.shrigangindustries.com/policy.html)

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

DEPOSITORY SYSTEMS

Your Company has established connectivity with both depositories - National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In viewof the numerous advantages offered by the depository system members holding Shares inphysical mode are requested to avail of the dematerialization facility with either of thedepositories.

Your Company has appointed M/s. BEETAL Financial & Services Private Limited aCategory-I SEBI registered R&T Agent as its Registrar and Share Transfer Agent acrossphysical and electronic alternative.

LISTING OF SHARES

The Company's shares are listed on the below mentioned Stock Exchange: -

BSE Limited (BSE)

Phiroze Jeejeebhoy Towers

25th Floor Dalal Street

Mumbai - 400 001

BORROWINGS FROM DIRECTORS

Pursuant to Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules 2014 it isstated that the Company has taken loan of Rs. 30000000/- /- from Directors in complianceof the Act.

UPDATE ON REVOCATION STATUS OF COMPANY

The Company has received In-principle approval from BSE Limited for Revocation ofSuspension in trading of equity shares of the Company vide its letter no.

LIST/COMP/SK/878/2018-19 dated October 16 2018 subject to submission of certaindocuments and fees in a time span of one year from the date of letter. The Company hassubmitted the requisite fee and most of the documents as required for revocation ofsuspension in trading of Equity shares of the Company and is in the process of submittingthe remaining documents.

PARTICULARS OF MANAGERIAL REMUNERATION AND EMPLOYEES

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

i. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company and percentage increase in remuneration of each Director ChiefExecutive Officer Chief Financial Officer and Company Secretary in the financial year:

Name of Director Ratio to median remuneration % increase in remuneration in the financial year
1. Executive Directors
a. Mr. Syed Azizur Rahman 2.67:1 --
b. Mr. Sunil Goel1 -- --
2. Non-Executive Directors
a. Mr. Yogesh Kumar -- --
b. 2 Mr. Surendra Mohan Sikka -- --
c. Mrs. Anita Gupta -- --
d. Mrs. Seema Sharma3 -- --
3. Chief Financial Officer
Mr. Anil Kumar Gupta Nil 10.06 %
4. Company Secretary
a. Kanishka Jain -- 19.14 %

1 No salary was being paid to Mr. Sunil Goel since as per his terms ofappointment salary will be payable to him once there will be commercial production in theIMFL unit of the company..

2 Relinquished the position of Independent Director w.e.f. 04-Aug-2019.

3 Appointed as Independent Director on the Board w.e.f. March 31 2020.

ii. The percentage increase in remuneration in the median remuneration of employee inthe financial year: 85.05%

iii. The number of permanent employees on the rolls of the Company at the end of theFinancial Year: 11.

iv. Average Percentile Increase already made in the Salaries of Employees other thanthe Managerial Personnel in the last Financial Year and its Comparison with the PercentileIncrease in the Managerial Remuneration: 333.53%

Percentage increase in the managerial remuneration for the year: NIL

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

The Company affirms remuneration is as per the remuneration policy of the Company.

2. Disclosure in terms of Rule 5 (2) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014: -

There was no employee who has drawn salary as mentioned in the aforesaid rule.

INDUSTRIAL RELATIONS

The Industrial Relations have continued to be stable and harmonious during the courseof the year.

DISCLOSURE UNDER SECRETARIAL STANDARD

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

ACKNOWLEDGEMENT

It is our strong belief that caring for our business constituents has ensured oursuccess in the past and will do so in future. The Board acknowledges with gratitude theco-operation and assistance provided to your company by the government as well asNon-Government agencies. The Board wishes to place on record its appreciation to thecontribution made by employees of the company during the year under review. Your Directorsgives their sincere gratitude to the customers clients vendors and other businessassociates for their continued support to the Company.

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

By Order of the Board

For Shri Gang Industries and Allied Products Limited

Sd/- Sd/-
Syed Azizur Rahman Sunil Goel
Whole Time Director Whole Time Director
DIN: 00242790 DIN: 01229459
Add: Flat B-104 (FF) Ananda Apartments Add: 81-A/41 Punjabi Bagh
Sector-48 Noida Delhi- 110026
Uttar Pradesh- 201301

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