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Shri Gang Industries & Allied Products Ltd.

BSE: 523309 Sector: Consumer
NSE: N.A. ISIN Code: INE241V01018
BSE 16:01 | 11 Aug 128.20 6.10
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NSE 05:30 | 01 Jan Shri Gang Industries & Allied Products Ltd
OPEN 128.20
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VOLUME 5628
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P/E 41.09
Mkt Cap.(Rs cr) 230
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OPEN 128.20
CLOSE 122.10
VOLUME 5628
52-Week high 128.20
52-Week low 2.59
P/E 41.09
Mkt Cap.(Rs cr) 230
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

To

The Members

Shri Gang Industries and Allied Products Limited

Your Directors hereby present the Thirty Second Annual Report on Company's BusinessOperations along with the Audited Statement of Accounts for the year ended on March 312021.

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 2020-2021 2019-2020
Income from Operations 3219.30 0.59
Other Incomes 8.31 27.44
Total Revenue 3227.61 28.03
Profit/(Loss) before Depreciation Exceptional & Extra- (249.77) (339.79)
Ordinary Items
Depreciation (102.92) (21.55)
Net Profit (Loss) after depreciation before tax (352.69) (361.35)
Provision for Taxation
Income Tax - -
Other Comprehensive Income
Items that will not be reclassified to profit or loss Re- measurement of defined benefit plans 1.12 -
Net Profit/(Loss) after tax for the year (351.57) (361.35)

The Financial Statements have been prepared on accrual basis in accordance with IndianAccounting Standards (Ind AS) noti ed 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") 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 2021.

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. 351.57 lakhs as compared tothe loss of Rs. 361.35 lakhs 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. However the Company commenced the CommercialProduction in the unit for Bottling of IMFL set up by the Company at Sandila Dist.Hardoi U.P. due to which the Company has earned a revenue of Rs. 3219.03 Lakh ascompared to the revenue of Rs. 0.59 Lakh during the corresponding previous year. Thecompany is bottling Indian Made Foreign Liquor (IMFL) for M/s United Spirits Limited.

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 from last two Financial Years no productionwas carried out in the unit as the plant requires technological up gradation and additionof new equipment so as to economize on the cost of production based on the prevailingindustry standards. Otherwise company would have incurred more losses.

As a part of the rehabilitation scheme the company diversified into potable liquorsector and decided to set up a grain based Distillery unit with Bottling Plant for IMFL atSandila Dist. Hardoi Uttar Pradesh. The Bottling Unit of the Company was commissionedduring the year under review and started commercial production from 17 July 2020.

The Company has entered into an agreement with M/s United Spirits Ltd for leasing aportion of its plant capacity for the bottling of IMFL at its Bottling Plant set up atSandila Dist. Hardoi. Under the agreement with USL the company is bottling IMFL Brandsof USL on Contract Manufacturing basis..

The construction work for the Distillery Unit has commenced and orders have been placedfor the major plant and equipment. The Company expects to commission the Distillery unitin first quarter of FY 2022-23.

A detailed review of operations and performance and future outlook of the Company isgiven separately under the head ‘Management Discussion & Analysis'pursuant to Regulation 34 read with Part B of Schedule V of SEBI Listing Regulations andthe same is 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:

Sr. No. Name of Director Designation
1. Mr. Atul Jain Whole Time Director
2. Mrs. Anita Gupta Non-Executive Director
3. Mrs. Seema Sharma Non-Executive Independent director

Changes in the composition of the Board of Directors

The following changes occurred during FY 2020-2021 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. Sunil Goel (DIN: 01229459) as Whole-time Director of theCompany for a further period of 1 (one) year w.e.f. February 14 2020 who wasre-appointed by the Shareholders in the Annual General Meeting of the Company held onSeptember 30 2020;

ii. Appointment of Mrs. Seema Sharma (DIN: 08728701) as Independent Director of theCompany for a period of 5 (five) years effective from March 31 2020 by the Shareholdersin the Annual General Meeting of the Company held on September 30 2020;

iii. Appointment of Mr. Atul Jain (DIN: 00479852) as an Additional Director w.e.f.October 31

2020 to hold office up to the date of ensuing AGM and as a Whole Time Director of theCompany on the Board for a period of two (2) years effective from December 24 2020subject to the approval of members of the Company;

iv. Recommendation to the shareholders of the Company for the appointment of Mr. Alok

Ranjan (DIN: 08254398) as Independent Director of the Company for a period of five (5)years effective from the date of Annual General Meeting of the Company i.e. September30 2021. Considering his integrity expertise and proficiency the Board noted that hisappointment would be of benefit to the company.

v. Mr. Syed Azizur Rahman relinquished the office of Whole Time Director of theCompany with effect from October 31 2020;

vi. Mr. Sunil Goel resigned from the office of Whole Time Director of the Company witheffect from December 19 2020;

vii. Mr. Yogesh Kumar relinquished the office of Independent Director of the Companyw.e.f. June 30 2021.

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

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 Mrs. Anita Gupta (DIN: 00243804) who is the longest serving member in the currentterm and is liable to retire by rotation and she being eligible offers herself forreappointment. Appropriate resolution for her 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.:

Sr. No. Name of KMP Designation
1. Mr. Atul Jain Whole Time Director
2. Mr. Anil Kumar Gupta Chief Financial Officer
3. Ms. Kanishka Jain Company Secretary

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 2021 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 2021 and of the loss ofthe Company for the year ended March 31 2021;

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 2021 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 withthe provisions of all the applicable laws and that such system were adequate and operatingeffectively.

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.

STATUTORY AUDITOR AND THEIR REPORT

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 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 AUDITORS AND THEIR REPORT

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 2021 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'sShareholding upto the extent of 66.19 % has already been dematerialized. The Managementhas been following up with the rest of the Promoter and Promoter Group to get their sharesdematerialized 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. and no manufacturing activities are carried out at that unit.

Board's Reply

During the year under review no manufacturing operations were carried out at theSikandrabad unit. However 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 and nomanufacturing activities are carried out at that unit.

Board's Reply

During the year under review no manufacturing operations were carried out at theSikandrabad unit. However the Company is in the process of obtaining the necessarypermission.

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 has appointed M/s Mohan Gupta & Co. Chartered Accountants asInternal Auditor of the Company.

ANNUAL RETURN

In accordance with the provisions of section 134(3)(a) and 92(3) of Companies Act 2013read with rules framed thereunder the Annual Return the Annual Return for the FinancialYear 2020-2021 will be available on the website once filed with the Ministry of CorporateAffairs and can be accessed through the link (http://www.shrigangindustries.com).

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 2021. 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 2020-2021 the Board of Directors' has met five (5) times on29-07-2020 02-09-2020 12-11-2020 24-12-2020 and 13-02-2021. The periodicity between twoBoard Meetings was within the maximum time gap as prescribed in the Listing Regulations /Companies Act 2013. Directors' attendance at the Board Meetings during the financial yearis provided herein under:

Directors Name Designation No. of Board Meetings
Held Attended
Syed Azizur Rahman* Whole Time Director 2 2
Sunil Goel** Whole Time Director 3 3
Yogesh Kumar Independent Director 5 5
Anita Gupta Non-Executive Director 5 3
Seema Sharma Independent Director 5 5
Atul Jain*** Whole Time Director 3 3

*Mr. Syed Azizur Rahman relinquished the office of Whole Time Director w.e.f.31.10.2020. During this period i.e. April 01 2020 to October 31 2020 Two (2) meetingsof Board of Directors were held.

** Mr. Sunil Goel relinquished the office of Whole Time Director w.e.f. 19.12.2020.During this period i.e. April 01 2020 to December 19 2020 Three (3) meetings of Boardof Directors were held.

***Mr. Atul Jain was appointed w.e.f. 31.10.2020. After his appointment three (3)Board Meetings were held during the FY 2020-2021.

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 rupeestwenty-five crore as on the last day of the previous financial year shall not be requiredto comply with the Corporate Governance provisions as specified in regulations 17 17A18 19 20 21 22 23 24 24A 25 26 27 and clauses (b) to (i) of sub-regulation (2)of regulation 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 2021. 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.

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 qualify to act as Independent Directorof the Company confirming that:

They meet the criteria of independence as prescribed under the provisions of the Actread with the Schedules and Rules issued thereunder

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.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY EXPERTISE ANDEXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board is of the opinion that all the independent directors appointed are havinggood integrity and possess the requisite expertise and experience (including theproficiency). Independent Directors have confirmed that they are not aware of anycircumstances or situation which exist or may be reasonably anticipated that could impairor impact their ability to discharge their duties. Based on the declarations received fromthe independent directors the Board has confirmed that they meet the criteria ofindependence and that they are independent of the management.

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 Committee;

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 as on 31March 2021 the Audit Committee of the Company comprises of following 3 (Three) Membersand two third of the members of the Audit Committee are Independent Directors:

Sr. No. Name Designation
1. Yogesh Kumar Independent Director Member
2. Atul Jain 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 COMMITTEE COMPOSITION

In compliance with the provisions of Section 178 of the Companies Act 2013 as on 31March 2021 the Nomination and Remuneration Committee of the Company comprises offollowing 3 (Three) Members:

Sr. No. Name Designation
1. Yogesh Kumar Independent Director Member
2. Anita Gupta Non-Executive Director Member
3. Seema Sharma Independent Director Member

STAKEHOLDERS RELATIONSHIP COMPOSITION

In compliance with the provisions of Section 178 of the Companies Act 2013 as on 31March 2021 the Stakeholders Relationship Committee of the Company comprises of following3 (Three) Members:

Sr. No. Name Designation
1. Yogesh Kumar Independent Director Member
2. Atul Jain Whole Time Director Member
3. Seema Sharma Independent Director Member

INDEPENDENT DIRECTORS COMMITTEE

Sr. No. Name Designation
1. Yogesh Kumar Independent Director Member
2. Seema Sharma Independent Director Member

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 Policy pursuant to the provisionsof Section 178 of the Companies Act 2013. The details of policy are mentioned inCorporate Governance Report.

There is no change in the policy since last financial year. The policy is available onour company's website (http://www.shrigangindustries.com/policy.html).

MEETING OF INDEPENDENT DIRECTORS)

In terms of requirements under Schedule IV of the Companies Act 2013 a separatemeeting of the Independent Directors was held on December 24 2020.

The Independent Directors at the meeting reviewed the following:

? Performance of non-independent Directors and the Board as a whole.

? Assess the quality quantity and timeliness of flow of information between themanagement of the listed entity and the board of directors that is necessary for the boardof directors to effectively and reasonably perform their duties.

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 as covered underSection 188 (1) of the Companies Act 2013 during the Financial Year and in accordancewith Company's Policy on materiality of and dealing with related party transactions (the"Policy") and accordingly the disclosure of Related Party Transactions in FormAOC-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 "AnnexureB" and covers amongst other matters the performance of the Company during theFinancial Year 2020-2021 as well as the future outlook.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

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

RISK MANAGEMENT

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 planning process.

PERFORMANCE EVALUATION

The Companies Act 2013 read with the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as applicable provides that the Board needs to undertakea formal Annual Evaluation of its own performance and that of its Committees andindividual Directors. The Schedule IV of the Companies Act 2013 read with the Rulesissued there understates that the performance evaluation of Independent Directors shall bedone by the entire Board of Directors 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 has set up Bottling Plant for IMFL r at Sandila Dist.Hardoi and the production has commenced in the Bottling unit in the month of July 2020.The Company is in the process of setting up the Distillery.

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.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with the Section 177(9) & (10) of the Companies Act 2013 and rulesframed there under the Board has established the Vigil Mechanism/Whistle Blower Policy amechanism for all Directors and employees to report to the management concerns aboutunethical behavior actual or suspected fraud or violation of the Company's code ofconduct. The mechanism also provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provide for direct access to the Chairman ofthe Audit Committee in exceptional cases. The Policy act as a neutral and unbiased form tovoice concerns in a reasonable and effective manner without fear of reprisal. The policyis 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 during the year under review the Company has taken loan of Rs. 22000000/-/- from Directors in compliance of 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 certain documentsand fees in a time span of one year from the date of letter. The Company has submitted therequisite fee and all the documents as required for revocation of suspension in trading ofEquity shares of the Company. Now the reply from BSE Limited is awaited.

PARTICULARS OF MANAGERIAL REMUNERATION AND EMPLOYEES

1. Disclosure in terms of Rule 5 (1) of The Companies (Appointment andRemuneration of Managerial 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:

Sr. No. Name of Director Ratio to median Remuneration % increase in remuneration in the financial year
1. Executive Directors
a. Mr. Syed Azizur Rahman1 3.78:1 --
b. Mr. Sunil Goel2 -- --
c. Mr. Atul Jain3 9.32:1
2. Non-Executive Directors
a. Mr. Yogesh Kumar -- --
b. Mrs. Anita Gupta -- --
c. Mrs. Seema Sharma -- --
3. Chief Financial Officer
Mr. Anil Kumar Gupta -- 4.66 %
4. Company Secretary
a. Kanishka Jain -- 13.44 %

 

1 Relinquished the position of Whole Time Director w.e.f. October 31 2020.

 

2 Relinquished the position of Whole Time Director w.e.f. December 19 2020.

 

3 Appointed as Whole Time Director on the Board w.e.f. December 24 2020.

ii. The percentage increase in remuneration in the median remuneration of employee inthe financial year: (-) 29.42% 85.05%. The figure is negative due to the reason the numberof employees increased from 6 as on 31.03.2020 to 40 as on 31.03.2021 consequent to thecommencement in the production in the Bottling Unit for IMFL set up at Sandila. The payscales of the new employees are based on their experience and qualifications

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

Year: 40.

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: During the year under review the companycommenced production in the Bottling Unit for IMFL set up at Sandila. The number ofemployees of the company went up from 6 as on 31.03.2020 to 40 as on 31.03.2021.Therefore percentile increase in remuneration in salaries of employees other than theManagerial Personnel cannot be computed.

Percentage increase in the managerial remuneration for the year: 22.78%

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 andRemuneration of Managerial 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/-
Atul Jain Anita Gupta
Whole Time Director Director
DIN: 00479852 DIN: 00243804
Add: Tower-15 Flat No: 001 The Close South Add: W-15/40 Western Aveue
Nirvana Country South City II Sector-50 Sainik Farms Delhi- 110062
Gurgaon Haryana- 122002

Registered office:

A-26 UPSIDC Industrial Area

Sikandrabad Bulandshahar Uttar Pradesh-203205

Corporate Office:

F-32/3 Second Floor

Okhla Industrial Area

Phase II New Delhi-110020

Date: 03.09.2021

Place: New Delhi

.