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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 Thirtieth Annual Report on Company'sBusiness Operations along with the

Audited Statement of Accounts for the year ended on March

31 2019.

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 2018-2019 2017-2018
Income from Operations 439.65 1303.34
Other Incomes 65.12 14.82
Total Revenue 504.77 1318.16
Profit/(Loss) before (214.40) (396.30)
Depreciation Exceptional &
Extra-Ordinary Items
Depreciation (21.49) (21.26)
Exceptional Items
- Prior Period Expenses (19.12) (20.70)
- Old & unusable materials written off - -
- Impairment of Capitalised property plant & equipment - (1.55)
- Capital WIP Written off - (39.74)
- Provision for Trade receivables considered doubtful - (1.36)
Net Profit (Loss) after depreciation before tax (255.01) (480.91)
Provision for Taxation
Income Tax - -
Net Profit/(Loss) after tax for the year (255.01) (480.91)

PERFORMANCE OF BUSINESS

During the year ended the Company has incurred loss of Rs. 255.01 lakh as compared tothe loss of Rs. 480.91 lakh in last year.

During the year the company has been able to reduce the losses as compared to last yearand the company is making efforts to increase the capacity utilization to further minimizethe losses.

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

In FY 2016-17 the Hon'ble BIFR and Government of Uttar

Pradesh had sanctioned a rehabilitation scheme for the revival of the company. As perthe scheme the company has to pay the past dues of Commercial Tax Department PICUP andPaschimanchal Vidyut Vitran Nigam Ltd (PVVNL) over a period of 12 years.

Based on these developments the company resumed its manufacturing operations in itsVanaspati unit on a limited scale. In the current year the company was not able to scaleup its operations to the desired level as PVVNL had not restored the power connection tothe unit. Now the power connection has been restored to the Unit. The operations would begradually scaled after carrying out some essential modifications additions andtechnological up gradations in the existing plant and equipment.

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

Area for 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 Bottling Unit is under erection and is expected to commence commercial productionin FY 2019-20.

A detailed review of operations and performance and future outlook of the Company isgiven separately under the head ‘Management Discussion & Analysis' pursuant toRegulation 34 read with Part B of Schedule V of SEBI Listing Regulations and the same isannexed 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 reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Narendra Singh Bisht (DIN: 01881694) relinquished the position of IndependentDirector of the company with effect from July 13 2018 and thereby casual vacancy wascaused. Pursuant to the provisions of Section 149 152 and 161(1) of the Companies Act2013 read with the Companies (Appointment & Qualifications of Directors) Rules 2014(including any statutory modification (s) or re-enactment thereof for the time being inforce) SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015 and onthe recommendation of Nomination and Remuneration Committee Mr. Surendra Mohan Sikka(DIN: 07018508) was appointed as Additional Director in the category of Non-ExecutiveIndependent Director of the Company with effect from July 13 2018and subsequently he wasappointed as Independent Director by the members in the

Annual General Meeting held on September 28 2018. Pursuant to the provisions ofSection 161(1) of the Companies Act 2013 Mr. Sunil Goel (DIN: 01229459) was appointed asan Additional Director on the Board of the Company w.e.f. February 14 2019. He wasfurther appointed as Whole Time Director of the Company pursuant to Sections 179(3) 196197 198 203 read with Schedule V the Companies (Meeting of Board and its Powers) Rules2014 the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 and all otherapplicable provisions if any of the Companies Act 2013 applicable clauses of theArticles of Association of the Company and (including any statutory modification(s) orre-enactment(s) thereof for the time being force) w.e.f. February 14 2019 subject toapproval of members.

Appropriate resolution for his appointment is being placed for your approval in theensuing Annual General Meeting.

Mrs. Shuchi Bahl (DIN: 02332887) vacated the office as Non-Executive Non-IndependentDirector of the Company with effect from March 06 2019. To fill the casual vacancy causedby the resignation of Mrs. Shuchi Bahl Mrs. Anita Gupta (DIN: 00243804) was appointed asAdditional Director on the Board of the Company w.e.f. March 06 2019 pursuant to theprovisions of Section 161(1) of the Companies Act 2013. Appropriate resolution seekingher appointment forms part of the Notice of 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

Mr. Syed Azizur Rahman (DIN: 00242790) who is the longest serving member in the currentterm and is liable to retire being eligible seeks reappointment. Appropriate resolutionfor his reappointment is being placed for your approval at the ensuing Annual GeneralMeeting.

Ms. Shefali Sharma Company Secretary of the Company has resigned from the Company onApril 30 2018. Thereafter Ms. Kanishka Jain had been appointed as the Company Secretaryof the Company with effect from May 01 2018 to fillthe casual vacancy caused pursuant tothe provisions of section 203 of the Companies Act 2013 read with Rule 8A of theCompanies

(Appointment & Remuneration of Managerial Personnel) Rules 2014 and in accordancewith the provisions of Articles of Association of your Company.

Mr. Syed Azizur Rahman (DIN: 00242790) was re-appointed as Whole Time Director for aperiod of two years with effect from May 09 2019 subject to the approval of shareholders.Appropriate resolution seeking his re-appointment is being placed for your approval at theensuing Annual General Meeting.

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 2018 has appointed M/s Mohan Gupta &Co. Chartered Accountants as Internal Auditor of the Company.

EXTRACT OF THE 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 extract of theAnnual Return referred in sub section (3) of section 92 in the prescribed format MGT-9 formspart of this Directors' Report as

"Annexure- B" and the same is also available on the website of theCompany (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 year.

DIRECTORS RESPONSIBILITY STATEMENT

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

  1. That in the preparation of the Annual Accounts for the year ended March 31 2019 the applicable Accounting standards have been followed and that there are no material departures;
  2. That Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 2019 and of the loss of the Company for the year ended March 31 2019;
  3. That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
  4. That accounts for the year ended March 31 2019 have been prepared following the going 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.

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 consecutive years from the conclusionof 28th Annual General Meeting till the conclusion of 33rd Annual General Meeting of the

Company to be held in the year 2022 subject to ratification by members at every AnnualGeneral 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.

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 enclosed with the Financial Statements in this Annual Report.

During the year under review Statutory Auditor has not reported to the Audit Committeeany instances of fraud under Section 143(12) of Companies Act 2013 read with rules framedthereunder either to the Company or to the Central

Government.

SECRETARIAL AUDITOR

In accordance with the provisions of Section 204 and Section

134(3) of the Companies Act 2013 read with Companies

(Appointment and Remuneration of Managerial Personnel)

Rules 2014 Board had appointed M/s Monika Kohli & Associates CompanySecretaries as Secretarial Auditor of the Company to undertake the Secretarial Auditfunctions of the Company.

The Secretarial Audit Report in the prescribed form MR-3 for the financial year endedon March 31 2019 forms part of the Annual Report. The same is annexed as Annexure"A". The Secretarial Auditor had pointed out certain remarks in its reportwhich are replied by the Board of Directors hereunder:

Secretarial Auditor's Remark- 1

The Trading in equity shares of the Company had been suspended by the BSE Limited videsuspension Notice no. 20120917-21 dated September 17 2012 & letter no. DCS/COMP/AJ/SUS/523309/179/2012-13 dated September 17 2012 respectively due to non-complianceof the various clauses of the Listing Agreement. Also during the year Company hasreceived communications through emails from Listing Department BSE Limited mentioningobservation / pending compliance(s) of Listing requirement & the Company has submittedits replies from time to time in response to the letters received from BSE Limited andcompleted all the pending compliances. However approval for resumption of trading inEquity Shares has been received by the Company on October 16 2018 subject to the Paymentof Listing fees of Rs. 1500000/- and submission of documents as mentioned in theApproval letter which is valid for a period of one year from the date of letter. TheCompany is yet to pay reinstatement fee and submit the requisite documents with BSELimited.

Board's Reply

The trading in the equity shares of the Company has been suspended due to non-paymentof listing fees & certain non-compliance of listing agreement. The Company has sincethen paid the listing fees that was due and has completed the pending compliances andsubmitted all the documents with

BSE for revocation of suspension of trading. The Company is in process of submittingthe requisite reinstatement fee along with all the documents as required by the BSELimited.

Secretarial Auditor's Remark- 2

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 Obligation andDisclosure Requirement) 2015 (LODR).

Board's Reply

The Company has been allotted ISIN by CDSL and NSDL for dematerialization of theCompany's Shares. The Company had made request to all the shareholders including promotersthrough notice of last Annual General Meeting asking to dematerialize theirs shares.Similar request to all shareholders including promoters is being made in the notice ofensuing Annual General Meeting which is being sent to all the shareholders and will alsomake necessary advertisement through public notice requesting members to dematerializetheir shares. Out of the promoter's shareholding shares to the extent of 66.19% hasalready been dematerialized. The

Management has been following up with the promoters to get their shares dematerializedto make the Company compliant as per LODR.

Secretarial Auditor's Remark- 3

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- 4

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 requisite permission from the StatePollution Control Board.

Secretarial Auditor's Remark- 5

As per Regulation 15 (2) of SEBI (LODR) Regulations 2015 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 to thisListed 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) as on thelast day of the previous financial year. During the audit we observed that the company isvoluntarily complying with the Corporate Governance provisions to the extent possible as apart of good corporate governance practice. However the Company has not complied thefollowing provisions during part of the year: a. As per Regulation 17(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 at least half of theboard of the directors shall comprise of Independent Directors in case the listed entitydoes not have a regular non-executive chairperson. However it is observed that w.e.f.14.02.2019 the Listed Entity has five

(5) directors out of which Listed Entity has only two (2) Independent Directors (i.e.less than half of the Board of Directors of the Listed Entity)

Board's Reply

Although this provision is not applicable on the Company the Company as a part of goodCorporate Practice is trying to meet these provisions to the extent possible. Towards thisthe Management is in the process of re-constituting the Board of the Company in order tohave the optimum combination of Directors and its Committee(s) to comply with theprovisions of the SEBI (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.

SHARE CAPITAL

The Paid up Share Capital of the Company stood at Rs. 793.00 Lakh as on March 31 2019.There has been no change in the Authorised Issued Subscribed and Paid-up Share Capitalof the Company during the year. The Company has no other type of securities except EquityShares forming part of the Paid-up Share Capital of the company.

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 2019.

NUMBER OF BOARD MEETINGS

During the financial year 2018-19 seven (7) Board Meetings were held. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. Thedetails of all Board / Committee meetings held during the year are given in the CorporateGovernance Report.

CORPORATE GOVERNANCE DISCLOSURE

It is our firm belief that the essence of the corporate world lies in promotingcompliance of the law in letter and in spirit with transparency and accountability andabove all fulfilling the fair expectations of all the stakeholders. Our CorporateGovernance practices are a reflection of our value system encompassing our culturepolicies and relationships with our stakeholders to gain and retain the trust of thestakeholders. Corporate Governance is about maximising the shareholders' value legally andethically.

Your Company has evolved and followed the corporate governance guidelines and bestpractices sincerely to not just boost long-term shareholder value but to also respectminority rights. We consider it our inherent responsibility to disclose timely andaccurate information regarding our financials and performance as well as the leadershipand governance of the

Company.

Your Company is devoted to benchmarking itself with global standards for providing GoodCorporate Governance. The Companies Act 2013 and SEBI Listing Regulations havestrengthened the governance regime in the country. Your Company is in compliance with thegovernance requirements provided under the new law and listing regulations.

As per SEBI Listing Regulations a detailed report on Corporate Governance is annexedto this Annual Report as Annexure

"C".

A certificate from a Practising Company Secretary:

  1. confirmingthe compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) read with Clause C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 and

b. certifying that None of the Directors have been debarred or disqualified from beingappointed or continuing as Directors of the Company pursuant to Regulation 34(3) read withSchedule V Para C clause (10)(i) of SEBI (Listing

Obligations & Disclosure Requirements) Regulations

2015 is attached to the Corporate Governance Report. Your Company gives due emphasis onthe adaptability to such procedures so as to ensure transparency accountability &integrity in all respect.

CODE OF CONDUCT

In compliance with the Listing Regulations and the Companies Act 2013 your Companyhas framed and adopted a Code of Conduct based on the principles of Good Corporate

Governance and best management practices being followed globally. The Code isapplicable to the members of the Board and to all the employees of the Company. The BoardMembers have affirmed compliance with the Code of Conduct for the year ended March 312019. 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 isavailable on our website (http://www. shrigangindustries.com/policy.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.

MEETING OF INDEPENDENT DIRECTORS

In terms of the requirements of Schedule IV of the Companies Act 2013 and Regulation25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation

2015 a separate meeting of the Independent Directors was held on March 29 2019.

The Independent Directors at the meeting reviewed the following: -

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

Performance of Chairperson of the Company.

Assess the quality quantity and time lineless 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.

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.

The details of composition and terms of reference of these committees are mentioned inthe Corporate Governance Report annexed to this Directors' Report as "AnnexureC". 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 change in the policy since last financial year. The policy is available on ourcompany's website (http:// www.shrigangindustries.com/policy.html).

PARTICULARS OF LOAN(S) GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THE

COMPANIES 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 with the

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 public.However the Company has paid off the outstanding dues during the year under review.Accordingly no amount on account of principal or interest on deposits from public wasoutstanding 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 "AnnexureD".

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 technology absorption and foreign exchangeearnings and outgo are given in

Annexure "E" forming part 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 on ensuring that these risks areidentified 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.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the annual evaluation of the performance ofthe Board performance of Independent Directors and that of its Committees viz. AuditCommittee Nomination and Remuneration Committee and Stakeholders Relationship Committeehas been made. The evaluation was carried out on parameters such as level of engagementand contribution independence of judgment safeguarding the interests of the Company andits shareholders etc. The Directors expressed their satisfaction with the evaluationprocess.

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 Industrial Area for setting up the unit.

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS and material orders passedby the Therearenosignificant regulators or courts or tribunals impacting the going concernstatus and Company's operations in future. However the Company has received In-principleapproval from BSE

Limited for Revocation of Suspension in trading of equity shares of the Company videits letter no. LIST/COMP/ SK/878/2018-19 dated October 16 2018 which is valid for OneYear i.e. upto October 15 2019 subject to submission of certain documents and fees in atime span of one year from the date of letter. The Company is in the process of submittingthe requisite fee and the 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

Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 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 of the Audit Committee in exceptional cases. The

Policy act as a neutral and unbiased form to voice concerns in a reasonable andeffective manner without fear of reprisal.

The policy 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 audit committee.

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 across physical and electronicalternative.

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

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 directorto the median remuneration of the employees of the

Company and percentage increase in remuneration of each Director Chief ExecutiveOfficer 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 Rahman 4.22:1 --
b. Mr. Sunil Goel1 -- --
2. Non-Executive Directors
a. Mr. Yogesh Kumar -- --
b. Mr. Narendra Singh Bisht2 -- --
c. Mr. Surendra Mohan Sikka3 -- --
c. Mrs. Shuchi Bahl4 -- --
d. Mrs. Anita Gupta5 -- --
3. Chief Financial Officer
Mr. Anil Kumar Gupta Nil
4. Company Secretary
a. Shefali Sharma6 -- --
b. Kanishka Jain7 -- --

1 Appointed as Additional and Whole Time Director on the Board w.e.f. February 142019.

2 Relinquished the position of Independent Director w.e.f. July 13 2018.

3 Appointed as Independent Director on the Board w.e.f. July 13 2018.

4 Relinquished the position of Director w.e.f. March 06 2019.

5 Appointed as Additional Director w.e.f. March 06 2019.

6 Relinquished the position of Company Secretary w.e.f. April 30 2019.

7 Appointed as Company Secretary w.e.f. May 01 2018.

ii. The percentage increase in remuneration in the median remuneration of employee inthe financial year: 7.75%

iii. The number of permanent employees on the rolls of the Company at the end of theFinancial Year: 5.

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 Percentile Increase inthe Managerial Remuneration: 36.05%

Percentage increase in the managerial remuneration for the year: NIL that theremuneration

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

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Company has duly adopted Code of Conduct to Regulate Monitor and Report Tradingby Insider. The said Code is available on the website of the Company at (https://www.shrigangindustries.com/investor-relations.html).

DISCLOSURE UNDER SECRETARIAL STANDARD

The Directors state that applicable Secretarial Standards i.e.

SS-1 and SS-2 relating to ‘Meetings of the Board of Directors' and ‘GeneralMeetings' respectively have 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 the co-operation and assistance provided to yourcompany by its bankers financial institutions and government as well as Non-Governmentagencies. The Board wishes to place on record its appreciation to the contribution made byemployees of the company during the year under review. Your Directors gives their sinceregratitude to the customers clients vendors and other business associates for theircontinued support in the

Company's growth.

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 Anita Gupta
Whole Time Director Director
DIN: 00242790 DIN: 00243804
Add: Flat B-104 (FF) Add: W-15/40
Ananda Apartments Western Avenue
Plot No 35A Block D Sainik Farms
Sector-48 Delhi- 110062
Gautam Budha Nagar
Noida Uttar Pradesh-201301
Date: 13.08.2019
Place: New Delhi