To,
The Members,
Your Directors have pleasure in presenting the 36th Annual
Report together with the Audited Financial Statements of Shri Gang Industries and
Allied Products Limited ("SGIAPL" or "the Company") for the
financial year ended 31st March, 2025.
Financial Performance of the Company
The Financial Statements have been prepared in accordance with the
applicable Indian Accounting Standard (hereinafter referred to as "Ind AS")
prescribed under Section 133 of the Companies Act, 2013 ("the Act") and other
recognized accounting practices and policies to the extent applicable. The Company's
performance during the financial year under review as compared to the previous financial
year is summarized below:
Particulars |
2024-25 Current
Year |
2023-24 Previous
Year |
Income from Operations |
35,262.37 |
28,864.89 |
Other Incomes |
62.61 |
55.34 |
Total Revenue (A) |
35,323.98 |
28,920.23 |
Expenses |
31,370.42 |
26,877.17 |
Depreciation and Amortisation
Expense |
553.03 |
516.51 |
Total Expenses(B) |
31,923.45 |
27,393.68 |
Profit (Loss) before tax
and Exceptional Items (A-B) (C) |
3,400.53 |
1,526.55 |
Exceptional Items (D) |
- |
424.26 |
Profit (Loss) before tax
(C+D) (E) |
3,400.81 |
1,950.81 |
Provision for Taxation |
|
|
Current Tax |
|
|
Deferred Tax Charge/ (Credit) |
468.02 |
471.83 |
Total Tax Expenses (F) |
468.02 |
471.83 |
Profit (Loss) After Tax
(E-F) |
2,932.51 |
1,478.98 |
Other Comprehensive Income -
Items that will not be reclassified to profit or loss |
3.34 |
2.54 |
- Tax on above |
(0.20) |
(0.64) |
Net Profit/(Loss) after tax
for the year |
2,935.65 |
1,480.88 |
Earnings per share (Basic) |
16.36 |
8.25 |
Earnings per share (Diluted) |
13.60 |
8.25 |
The Financial Statements are presented in Indian Rupees ("INR")
and all amounts except Earnings per shares are rounded to the nearest Lakhs, except as
stated otherwise.
Share Capital Authorised Share Capital
During the year, the Authorised Share Capital was reclassified from Rs.
30,00,00,000/- (Rupees Thirty Crore Only) divided into 3,00,00,000 (Three Crore) Equity
Shares of face value of Rs. 10/- (Rupees Ten Only) each to Rs. 30,00,00,000 (Rupees Thirty
Crore Only) divided into:
i. 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of the face value
of Rs. 10/- (Rupees Ten Only) each aggregating to Rs.25.00. 00.000/- (Rupees Twenty-Five
Crore Only) and
ii. 50,00,000 (Fifty Lakh) Preference Shares of the face value of Rs.
10/- (Rupees Ten Only) each aggregating to Rs.5.00. 00.000/- (Rupees Five Crore Only).
As at March 31, 2025, the Authorised Share Capital of the Company stood
at Rs. 30,00,00,000/- (Rupees Thirty Crore) divided into 2,50,00,000 Equity Shares of Rs.
10/- (Rupees Ten) each and 50,00,000 Preference Shares of Rs. 10/- (Rupees Ten) each.
Issued. Subscribed and Paid-up Share Capital
During the year review, the Company has issued 14,74,375 Compulsorily
Convertible Preference Shares (CCPS) of Rs. 10/- each through Preferential Allotment. The
Issued, Subscribed and Paid-up Share Capital of the Company as at March 31, 2025 stood at
Rs. 19,40,43,750 (Rupees Nineteen Crore Forty Lakh Forty-Three Thousand Seven Hundred
Fifty) divided into:
i. Rs. 17,93,00,000/- (Rupees Seventeen Crore Ninety-Three Lakh)
divided into 1,79,30,000 (One Crore Seventy-Nine Lakh Thirty Thousand) Equity Shares of
Rs. 10/- each, and
ii. Rs. 1,47,53,750/- (Rupees One Crore Forty-Seven Lakh Fifty-Three
Thousand Seven Hundred Fifty divided into 14,74,375 (Fourteen Lakh Seventy-Four Thousand
Three Hundred Seventy-Five).
a. Issue of equity shares with differential rights
Your Company has not issued any equity shares with differential rights
during the year under review.
b. Issue of sweat equity shares
Your Company has not issued any sweat equity shares during the year
under review.
c. Issue of employee stock options
Your Company has not issued any employee stock options during the year
under review.
d. Provision of money by the Company for purchase of its own shares by
employees or by trustees for the benefit of employees
Your Company has not made any provision of money for purchase of its
own shares by employees or by trustees for the benefit of employees during the year under
review.
State of Company's Affairs, Review of Operations and Future Outlook
During the year under review, your Company achieved a revenue of
'35,262.37 Lakh, reflecting a growth of 22.16% over the previous year's '28,864.89 Lakh.
Profit Before Tax rose sharply to '3,400.53 Lakh, registering an increase of 74.31% as
compared to '1,950.81 Lakh in the previous year, underscoring the Company's operational
strength and market resilience.
The Company continues to be a distinguished player in the alcohol
industry, with a robust presence across the value chain. Its product portfolio includes
Extra Neutral Alcohol (ENA), Indian Made Foreign Liquor (IMFL) and Country Liquor, serving
both institutional and consumer markets.
During the year, the Company enhanced its distillery production
capacity from 55 KLPD to 66 KLPD at its Sandila, Uttar Pradesh plant. The facility,
equipped with cutting-edge distillation technology from Praj Industries Limited, and
supported by a 9-line bottling plant, ensures efficiency, scale, and superior product
quality.
The Company continues to be a preferred tie-up unit for the supply of
prestigious IMFL brands for United Spirits Limited (USL), further reinforcing its
long-standing industry partnerships and market credibility
With stringent quality controls, innovation-driven processes, and
sustainable practices, the Company consistently delivers high-purity alcohol and superior
spirits, further strengthening its reputation as a trusted name in the industry.
A detailed review of operations and performance and future outlook of
the Company is given separately under the head 'Management Discussion & Analysis' pursuant
to Regulation 34 read with Part B of Schedule V of SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015 ("SEBI Listing Regulations") and the
same has already been presented in a separate section forming part of this Annual Report.
Change in the nature of Business, If any
There is no change in the nature of business of the Company during the
financial year 2024-2025.
Dividend
The Board of Directors has not recommended any dividend for the
financial year under review in order to conserve resources and reinvest the earnings into
the business for future growth and expansion.
Transfer of Unclaimed Dividend to Investor
Education and Protection Fund
The Company has no unclaimed/unpaid dividend therefore, provisions for
transfer of unclaimed/unpaid dividend and shares to Investor Education and Protection Fund
under the Companies Act, 2013 were not applicable.
Amounts Transferred to Reserves
The Company has not transferred any amount to the Reserves during the
Financial Year ended 31st March, 2025. However, an amount of Rs. 9,73,08,750/- (Rupees
Nine Crore Seventy-Three Lakh Eight Thousand Seven Hundred Fifty) was transferred to
Securities Premium Account during the year under review.
Directors and Key Managerial Personnel
Your Company's Board comprises 6 (Six) Members as on the date of this
Report, the details of the same are as below:
Sr. No. Name of Director |
Designation |
1. Mr. Sanjay Kumar Jain |
Non-Executive Non-Independent
Director, Chairperson |
2. Mr. Arun Kumar Sharma |
Whole Time Director |
3. Mr. Vivek Singh Khichar* |
Non-Executive Non-Independent
Director |
4. Ms. Seema Sharma |
Non-Executive Independent
director |
5. Mr. Vishal Singh |
Non-Executive Independent
director |
6. Mrs. Vyom Goel |
Non-Executive Non-Independent
Director |
* Appointed w.e.f. August 30,2024
Changes in the Composition of the Board of
Directors and Key Managerial Personnel
During the year under review and between the end of the financial year
and date of this report, following are the changes in Directors and Key Managerial
Personnel of the Company:
i. The Board of Directors of the Company at its meeting held on August
30, 2024, basis the recommendation of the Nomination and Remuneration Committee and based
on the knowledge and experience, approved the appointment of Mr. Vivek Singh Khichar (DIN:
10749725) as Additional Director (Non-Executive, Non-Independent), who is liable to retire
by rotation. The said appointment was subsequently approved by the Members at the AGM held
on September 25, 2024.
ii. The Board of Directors, at its meeting held on August 30, 2024,
based on the recommendation of the Nomination and Remuneration Committee and subject to
the approval of the shareholders, re-appointed Ms. Seema Sharma (DIN: 07216171) as
Non-Executive Independent Director, not liable to retire by rotation, for a second term of
5 (Five) consecutive years commencing from March 31,2025 up to March 30, 2030. The said
re-appointment was subsequently approved by the Members at the AGM held on September 25,
2024.
iii. Mr. Syed Azizur Rahman (DIN: 00242790) had submitted his
resignation as Chairman and Non-Executive NonIndependent Director of the Company effective
from the close of business hours of July 04, 2024 because of his growing age and related
health issues.
iv. Mr. Mayank Gupta, on the basis of the recommendation of the
Nomination and Remuneration Committee and based on the skills, knowledge, experience and
expertise, was appointed as the Chief Financial Officer of the Company effective from
February 16, 2025.
v. Mr. Anil Kumar Gupta stepped back and resigned from the position of
Chief Financial Officer of the Company effective from the close of business hours of
February 15, 2025 due to age-related factors and health considerations. The Board placed
on records its appreciation towards Mr. Gupta for the valuable guidance and services
rendered by him during his tenure as CFO of the Company.
Pursuant to the provisions of Section 152 of the Companies Act, 2013
read with the Companies (Appointment and Qualification of Directors) Rules, 2014,
executive directors and non-executive directors except the Independent Directors are
subject to retire by rotation. Based on the terms of appointment and the Articles of
Association of your Company. Mr. Arun Kumar Sharma (DIN: 09008061) who is the longest
serving member in the current term and is liable to retire by rotation and he being
eligible offers himself for reappointment. Appropriate resolution(s) for
appointment/re-appointment is being placed for your approval at the ensuing Annual General
Meeting.
None of the aforesaid Directors are disqualified under Section 164(2)
of the Companies Act, 2013. Further, they are not debarred from holding the office of
Director pursuant to order of SEBI or any other authority.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than
reimbursement of expenses, if any.
Key Managerial Personnel
In accordance with Section 203 of the Companies Act, 2013, the Company
has following Key Managerial Personnel at the end of the financial year:
Sr. No. Name of Key Managerial
Personnel |
Designation |
1. Mr. Arun Kumar Sharma |
Whole Time Director |
2. Mr. Mayank Gupta |
Chief Financial Officer |
3. Ms. Kanishka Jain |
Company Secretary |
Declaration by Independent Director(s)
All the Independent Directors of your Company have submitted requisite
declarations confirming that they continue to meet the criteria of independence as
prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the
SEBI Listing Regulations and qualify to act as Independent Director of the Company. The
Board is of the opinion that the Independent Directors are having good integrity and
possess requisite qualifications, expertise and experience in the varied fields and holds
highest standards of integrity.
The Independent Directors have also confirmed that they have complied
with the Company's Code of Conduct for Board and Senior Management as per Regulation 26(3)
of SEBI Listing Regulations.
The Independent Directors affirmed that none of them were aware of any
circumstance or situation which could impair their ability to discharge their duties in an
independent manner.
Disclosure on Reappointment of Independent Director
During the year under review, Ms. Seema Sharma (DIN: 07216171),
Independent Director of the company was reappointed as Non-Executive Independent Director,
not liable to retire by rotation, for a second term of 5 (Five) consecutive years
commencing from March 31,2025 up to March 30, 2030. The said re-appointment was
subsequently approved by the Members at the AGM held on September 25, 2024 by passing of
the Special Resolution.
Performance Evaluation
The Companies Act, 2013 read with the SEBI Listing Regulations, as
applicable, provides that the Board needs to undertake a formal Annual Evaluation of its
own performance and that of its committees and individual Directors. The Schedule IV of
the Companies Act, 2013 read with the Rules issued thereunder states that the performance
evaluation of Independent Directors shall be done by the entire Board of Directors,
excluding the Director being evaluated.
The Board has carried out the annual evaluation of its own performance,
performance of the Directors individually as well as the performance of the working of its
Committees. For annual performance evaluation of the Board as a whole, it's Committee(s)
and individual Directors including the Chairman of the Board, the Board adopted a formal
evaluation mechanism and the exercise was carried out by a questionnaire matrix which was
filled by each director covering Board functioning such as composition of Board and its
Committees, experience and competencies, governance issues etc. Separate Exercise was
carried out to evaluate the performance of individual directors including the Chairman of
the Board who were evaluated on parameters such as attendance, contribution at the meeting
etc.
On the basis of the response to the questionnaire, a matrix reflecting
the ratings was formulated and placed before the Board for formal annual evaluation by the
Board of its own performance and that of its Committees and individual Directors. The
Board was satisfied with the evaluation results.
Familiarization Programme
The Company has formulated a Familiarisation Programme for Independent
Directors with an aim to familiarise the Independent Directors with the Company, their
roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company, etc., to provide them with better
understanding of the business and operations of the Company and so as to enable them to
contribute significantly to the Company. The Company conducts periodical meetings and
makes presentations to familiarise Independent Directors with the strategy, operations and
functions of the Company.
The details of programme for familiarization of Independent Directors
of your Company is available on your Company's website at
https://www.shrigangindustries.com/Investor-Section/disclsoure-under-regulation-46-of-
sebi-lodr-regulations-2015/I.-Details-of-Familiarization-programmes-imparted-to-Independent-Directors/Details%20
of%20Familiasation%20Programme.pdf .
Corporate Social Responsibility
The provisions of Corporate Social Responsibility are applicable to the
Company for the Financial Year ending March 31, 2025 and the Company's CSR Policy in line
with the provisions of section 135 read with Schedule VII of the Companies Act, 2013
("the Act"). Further, the Company is not required to constitute
CSR Committee pursuant to section 135(9) of the Act.
The Company is committed to work towards the development of society.
The Company strongly believes that sustained growth of business is growth of people around
our operation and protection of environment where we operate. We understand wellbeing of
the community around our business which helps in growth of business and hence we value
people around our operational locations and promote inclusive growth. The Company's CSR
spending is aligned with the requirements as laid down under Section 135 and Schedule VII
of the Companies Act, 2013.
A brief outline of the CSR policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are set out in Annexure A of
this report in the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014. This policy can be accessed at
https://www.shrigangindustries.com/Investor- Section/other-disclosures/Policies-and-Codes/Corporate%20Social%20Responsibility%20Policy
Shri%20Gang.pdf .
Details of Subsidiaries/ Joint Venture and Associate Company
The Company has no subsidiary/ Joint Venture and Associate Company
during the year under review.
Directors' Responsibility Statement
In terms of Section 134 (5) of the Companies Act, 2013, the Board of
Directors to the best of its knowledge and ability state that:
i. That in the preparation of the Annual Accounts for the financial
year ended March 31, 2025, the applicable Accounting standards have been followed and that
there are no material departures;
ii. 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, 2025
and of the profit of the Company for the year ended March 31, 2025;
iii. 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;
iv. That accounts for the year ended March 31,2025 have been prepared
following the going concern basis;
v. That Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
vi. That Directors had devised proper system to ensure compliance with
the provisions of all the applicable laws and that such system were adequate and operating
effectively.
Management Discussion and Analysis Report
In terms of Regulation 34 of the SEBI Listing Regulations, the
Management Discussion and Analysis Report for the year under review is annexed separately
forming part of the Annual Report.
Corporate Governance
The Company is committed to adhere to best corporate governance
practices. The separate section on Corporate Governance and a Certificate from the
Practicing Company Secretary regarding compliance of conditions of Corporate Governance as
stipulated under Listing Regulations forms part of the Annual Report.
Material Changes and Commitments
No material changes and commitments affecting the financial Position of
your Company have occurred between the end of the financial year of the Company to which
the financial statements 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 framed thereunder, M/s. Pawan Shubham & Co., Chartered Accountants, having
FRN.: 011573C, were appointed as the Statutory Auditors of the Company at the Thirty-Third
(33rd) Annual General Meeting of the Company held on September 30, 2022 for a
period 5 years from the conclusion of the ensuing 33rd Annual General Meeting till the
conclusion of 38th Annual General meeting of the Company at such remuneration as may be
fixed by the Board of Directors of the Company.
The Notes on financial statement referred to in the Auditors' Report
for the Year ended March 31, 2025 are selfexplanatory and do not call for any further
comments. The Auditors' Report does not contain 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, there have been no instances of fraud
reported by the Statutory Auditors under Section 143(12) of Companies Act, 2013 read with
rules framed thereunder, either to the Company or to the Central Government.
Secretarial Auditors and Their Report
Pursuant to the provisions of Section 179 and 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
your Company had re-appointed M/s. Monika Kohli & Associates, Company Secretaries, as
Secretarial Auditor of the Company for the Financial Year 2024-25 to undertake the
Secretarial Audit functions of the Company.
The Secretarial Audit Report in the prescribed form MR-3 for the
financial year ended on March 31,2025 forms part of the Annual Report. The same is annexed
as Annexure "B".
The Secretarial Auditor had pointed out a remark in its report that the
equity shareholding of the promoters and promoter's group in dematerialisation form is
98.51% as on March 31, 2025 against 100% as required under Regulation 31 of SEBI LODR.
Board's Reply on aforesaid remark: The Company had made request to
all the shareholders including Promoter and Promoter Group 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 in the notice of ensuing Annual
General Meeting which is being sent to all the shareholders. As on March 31, 2025, the
promoter's Shareholding upto the extent of 98.51% has already been dematerialized. The
Management has been following up with the rest of the Promoter and Promoter Group to get
their shares dematerialized to make the Company compliant as per SEBI (LODR), Regulations,
2015.
Pursuant to the requirements under Section 204 of the Companies Act,
2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, on the recommendation of Audit Committee of the Company, it is proposed
to appoint M/s. Monika Kohli & Associates, Company Secretaries, a peer reviewed firm,
as Secretarial Auditor of the Company to conduct secretarial audit for a period of one
term of 5 (five) consecutive years, from FY 2025-26 to FY 2029-30, subject to approval of
the Shareholders at the ensuing Annual General Meeting.
A consent letter has been received from M/s. Monika Kohli &
Associates, Company Secretaries for their appointment as Secretarial Auditor of the
Company for the period from FY 2025-26 to FY 2029-30.
Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with relevant applicable rules the Board of Directors has appointed M/s Padam Dinesh
& Co., Chartered Accountants as Internal Auditor of the Company for the Financial Year
2024-25.
Internal Audit Reports are discussed with the management and are also
reviewed by the Audit Committee of the Company. During the year under review, the Internal
Auditors carried out their functions as per the scope of work assigned and placed their
reports at the meetings of the Audit Committee.
Annual Return
In accordance with the provisions of section 134(3)(a) and 92(3) of
Companies Act, 2013 read with rules framed thereunder, the Annual Return for the Financial
Year 2024-2025 will be available on the website, once filed with the Registrar of
Companies after the ensuing Annual General Meeting and can be accessed through the link (https://www.
shrigangindustries.com/disclsoure-under-regulation-46-of-sebi-lodr-regulations-2015#parentVerticalTab20 ).
Disclosure about Maintenance of Cost Records
The company has maintained the requisite cost records and accounts as
specified by the Central Government under sub-section (1) of section 148 of the Companies
Act, 2013.
Internal Control Systems and their Adequacy
The Company has documented its internal financial controls considering
the essential components of various critical processes, both physical and operational.
This includes its design, implementation and maintenance, along with periodic internal
review of operational effectiveness and sustenance and whether these are commensurate with
the nature of its business and the size and complexity of its operations.
This ensures orderly and efficient conduct of its business, including
adherence to the Company's policies, safeguarding of its assets, prevention of errors,
accuracy and completeness of the accounting records and the timely preparation of reliable
financial information.
Internal financial controls with reference to the financial statements
were adequate and operating effectively.
Committees of the Board
Pursuant to the requirements of Companies Act, 2013 and SEBI Listing
Regulations, the Board of Directors has constituted the following Committees with adequate
delegation of powers and authorities:
1. Audit Committee;
2. Nomination & Remuneration Committee;
3. Stakeholders Relationship Committee;
4. Preferential Issue Committee
Out of the aforesaid committees, the details of the composition of the
Committees, their terms of reference, attendance of Directors at meetings of the
Committees and other requisite details as required under SEBI Listing Regulations are
provided in the Corporate Governance Report which forms part of the Annual Report.
Nomination & Remuneration Policy
Pursuant to the provisions of Section 134(3)(e) and Section 178(3) of
the Companies Act, 2013, the Nomination & Remuneration Committee (NRC) of your Board
had fixed the criteria for nominating a person on the Board which inter alia include
desired size and composition of the Board, age limit, qualification / experience, areas of
expertise and independence of individual.
The Board of Directors, on the recommendation of the NRC of the
Company, had framed a Policy for Nomination and Appointment of Directors. Further,
pursuant to provisions of the Act, the NRC recommended to the Board a Remuneration Policy
for remuneration payable to, to the Directors, Key Managerial Personnel and Senior
Management Personnel and other employees of the Company, which was duly approved by the
Board.
The details of policy are mentioned in Corporate Governance Report. The
policy is available on our company's website at
https://www.shrigangindustries.com/Investor-Section/other-disclosures/Policies-and-Codes/Nomination%20
and%20Remuneration%20Policy
Shri%20Gang.pdf .
Meetings of Board of Directors & Committees
and Attendance by Each Director
During the financial year 2024-2025, the Board of Directors has met
five (5) times. The number of meetings of the Board and various Committees of the Board
including attendance, composition etc. are set out in the Corporate Governance Report
which forms part of Annual Report. The intervening gap between the meetings was within the
time limit prescribed under the provisions of Section 173 of the Companies Act, 2013 and
SEBI Listing Regulations.
Meeting of Independent Directors
In terms of requirements under Schedule IV of the Companies Act, 2013
and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate meeting of the Independent Directors was held on February
27, 2025.
The Independent Directors at the meeting, inter alia, reviewed the
following:
• Performance of non-independent Directors and the Board as a
whole.
• Performance of the Chairman of the Company, taking into account
the views of Executive Directors and NonExecutive Directors
• Assess the quality, quantity and timeliness of flow of
information between the management of the listed entity and the board of directors that is
necessary for the board of directors to effectively and reasonably perform their duties.
Governance Codes
1. Code of Conduct
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all Employees in the course of day-to-day
business operations of the Company.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated Employees in their business
dealings and in particular on matters relating to integrity in the work place, in business
practices and in dealing with Stakeholders.
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated
Employees of the Company. The Code requires pre-clearance for dealing in the Company's
Shares and prohibits the purchase or sale of Company Shares by the Directors and the
designated Employees while in possession of Unpublished Price Sensitive Information in
relation to the Company and during the period when the trading window is closed. The Board
is responsible for implementation of the Code.
The Board Members have affirmed compliance with the Code of Conduct for
the year ended March 31,2025. The code of conduct is available on our website at
https://www.shrigangindustries.com/Investor-Section/disclsoure- under-regulation-46-of-sebi-lodr-regulations-2015/D.-Code-of-Conduct-of-Board-of-Directors-and-Senior-
Management-Personnel/Code%20of%20Conduct%20of%20Board%20and%20SMP.pdf .
2. Code of Conduct to regulate, monitor and report
trading by Insiders
Pursuant to SEBI (Prohibition of Insider Trading) Regulations 2015, as
amended, the Company has adopted Code
of Conduct to Regulate, Monitor and Report Trading by designated
persons and immediate relatives of designated persons and a Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The Code also
provides for preclearance of transactions by designated persons. Pursuant to provisions of
Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 (PIT Regulations), the Company has a Structured Digital
Database (SDD) in place and is maintained as stipulated by the SEBI Prohibition of Insider
Trading Regulations, 2015.
The full text of the Code is disclosed on the Company's weblink
https://www.shrigangindustries.com/Investor- Section/other-disdosures/Policies-and-Codes/Code%20for%20fair%20Disclosure%20of%20UPSI.pdf .
Particulars of Loanfs). Guaranteefs) or
Investmentfs) under section 186 of the Companies Act. 2013
During the year under review the Company has neither made any
investment(s) nor given any loan(s) or guarantee(s) or provided any security which is
covered under the provisions of Section 186 of the Companies Act, 2013.
Particulars of Contracts or Arrangement made with
Related Parties
During the financial year, the Company has entered into various
transactions with related parties. All related party transactions are undertaken in
compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing
Regulations. The detailed disclosure on related party transactions as per IND AS-24
containing name of related parties and details of the transactions entered into with them
have been provided under Note No. 48 of the Standalone Financial Statements of the
Company.
All the related party transactions entered into by the Company during
the financial year were on arm's length basis and in ordinary course of the business and
none of the transactions could be considered material as covered under Section 188 (1) of
the Companies Act, 2013. Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company
for FY 2024-2025 and hence does not form part of this report.
Deposits
During the year, the company has neither accepted nor renewed any
deposits from public falling within the ambit of Section 73 of the Act and the Companies
(Acceptance of Deposits) Rules, 2014. Accordingly, no amount on account of principal or
interest on deposits from public was outstanding as on the date of the balance sheet.
Conservation of Energy. Technology Absorption.
Foreign Exchange Earnings & Outgo
Particulars required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of
energy, technology absorption and foreign exchange earnings and outgo, are given
hereinunder:
CONSERVATION OF ENERGY
The Steps taken or impact on
conservation or energy |
The Distillery unit
of the Company is designed and equipped with energy conservation equipment and technology
and the Company shall give highest priority to the conservation of energy on ongoing basis
in coming years by improving the energy efficiency based on latest technology. |
The steps taken by the company
for utilizing alternate sources of energy |
The capital investment on
energy conservation equipment's |
TECHNOLOGY ABSORPTION
The efforts made towards
technology absorption |
The Distillery unit
of the Company is designed and equipped with energy conservation equipment and technology
and the Company shall give highest priority to the conservation of energy on ongoing basis
in coming years by improving the energy efficiency based on latest technology. |
The benefits derived like product
improvement, cost reduction, product development or import substitution |
|
Distillery- Coal Dust
collection handling system placed to avoid Environmental issues |
In case of imported technology
(imported during the last three years reckoned from the beginning of the financial year) |
|
a. The details of technology
been fully absorbed |
- |
b. The year of import |
- |
c. Whether the technology been
full absorbed |
- |
d. If not fully absorbed,
areas where absorption has not taken place, and the reason thereof. |
- |
The expenditure incurred on
Research and Development |
- |
FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no Foreign Exchange Earnings and outgo during the year under
review.
Risk Management
A key factor in determining a company's capacity to create sustainable
value is the risks that the company is willing to take at strategic and operational levels
and its ability to manage them effectively. Many risks exist in a company's operating
environment and they emerge on a regular basis.
Risk Management is one of the key pillars of good corporate governance
and contributes towards the long-term sustainability and growth of any organization.
Maintaining effective risk management practices is one of our strategic priorities and is
closely monitored by the Board of Directors and Senior Management.
To minimize the adverse consequence of risks on business objectives,
the Company has framed this Risk Management Policy. The main objective of this policy is
to ensure sustainable business growth with stability and to promote a pro-active approach
in reporting, evaluating and resolving risks associated with the business. In order to
achieve the key objective, the policy establishes a structured and disciplined approach to
Risk Management, in order to guide decisions on risk related issues. The Company's Risk
Management processes focuses on ensuring that these risks are identified on a timely basis
and addressed.
The company has in place risk management mechanism covering the risk
mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A
detailed exercise is being carried out to identify, evaluate, manage and monitor
non-business risks. The Company through Board and Audit Committee oversees the Risk
Management process including risk identification, impact assessment, effective
implementation of the mitigation plans and risk reporting. Risk Management forms an
integral part of the Company's planning process.
Significant and Material Orders Passed by the Regulators
There are no significant material orders passed by the regulators or
courts or tribunals impacting the going concern status of the Company and operations in
future.
Vigil Mechanism/ Whistle Blower Policy
In accordance with the Section 177(9) & (10) of the Companies Act,
2013 and rules framed there under, the Board has established the Vigil Mechanism/Whistle
Blower Policy, a mechanism for all Directors and employees to report to the management
concerns about unethical behavior, actual or suspected fraud or violation of the Company's
code of conduct. The mechanism also provides for adequate safeguards against victimization
of employees 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 and effective manner without fear of reprisal. The policy is disclosed on
Company's website at:
https://www.shrigangindustries.com/ Investor-Section/disclsoure-under-regulation-46-of-sebi-lodr-regulations-2015/E.-Vigil-Machanism-or-Whistle-
Blower-Policy/Vigil%20Mechanism%20or%20Whistle%20Blower%20Policy.pdf .
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 Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). In view of the numerous advantages offered by the depository system,
members holding Shares in physical mode are requested to avail of the dematerialization
facility with either of the depositories.
Your Company has appointed M/s. BEETAL Financial & Services Private
Limited, a Category-I SEBI registered R&T Agent as its Registrar and Share Transfer
Agent across physical 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 is stated that during the year under review, the Company has not taken any loan
from Directors of the Company.
Particulars of Managerial Remuneration and Employees
1. Disclosure in terms of Rule 5 (1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: -
i. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company and percentage increase in remuneration of
each Director, Chief Executive 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. Arun Kumar Sharma |
7.85:1 |
6.30% |
2. Non-Executive Directors |
|
|
a. Mr. Syed Azizur Rahman1 |
-- |
-- |
b. Mr. Vyom Goel |
-- |
-- |
c. Mrs. Seema Sharma |
-- |
-- |
d. Mr. Vishal Singh |
|
|
e. Mr. Sanjay Kumar Jain |
-- |
-- |
f. Mr. Vivek Singh Khichar2 |
|
|
3. Chief Financial Officer |
|
|
Mr. Anil Kumar Gupta3 |
-- |
1.26% |
Mr. Mayank Gupta4 |
-- |
-- |
4. Company Secretary |
|
|
a. Ms. Kanishka Jain |
-- |
17.24% |
1 Ceased to be Director w.e.f. July 04, 2024.
2 Appointed as Director w.e.f. August 30, 2024.
3 Ceased to be CFO w.e.f. February 15,2025.
4 Appointed as CFO w.e.f. February 26,2025.
ii. The percentage increase in remuneration in the median remuneration
of employee in the financial year: (-) 4.95%
The figure is negative due to the reason the number of employees
increased from 159 as on 31.03.2023 to 218 as on 31.03.2024. The pay scales 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 the Financial Year: 235.
iv. Average Percentile Increase already made in the Salaries of
Employees other than the Managerial Personnel in the last Financial Year and its
Comparison with the Percentile Increase in the Managerial Remuneration:
• Percentage increase in the managerial remuneration for the year:
6.30%
• Percentage increase in salaries of Employees other than the
Managerial Personnel: -4.95%
There was percentile decrease in the Salaries of Employees other than
the Managerial Personnel, due to increase in the number of employees with lower salary
base commensuration with their qualification and experience.
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 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 course of the year.
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 'General Meetings',
respectively, have been duly followed by the Company.
Disclosure under Sexual Harassment of Women at
Workplace (Prevention. Prohibition and Redressal) Act- 2013)
The Company has zero tolerance towards Sexual Harassment of Women at
Workplace and values the dignity of individuals and is committed to provide an
environment, which is free of discrimination, intimidation and abuse.
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ('Act') and rules made there under,
the Company has adopted a Sexual Harassment Policy for women to ensure healthy working
environment without fear of prejudice, gender bias and sexual harassment and Complying
with the other applicable provisions of the Act.
As per the requirement of the POSH Act and Rules made thereunder, the
Company constituted an Internal Complaints Committee (ICC) to redress the complaints
received regarding sexual harassment. During the year under review, the Company has not
received any complaint pertaining to sexual harassment.
Details of the Sexual Harassment complaints received and disposed off
during the year under review:
Particulars |
Status of Complaints
received and disposed off |
Number of complaints on sexual
harassment received |
Nil |
Number of complaints disposed
off during the year |
Nil |
Number of cases pending for
more than ninety days |
Nil |
Nature of action taken by the
employer or district office |
Nil |
The Company is committed to providing a healthy environment for all its
employees conducive to work without the fear of prejudice and gender bias.
Declaration under Maternity Benefit Act, 1961
Pursuant to the provisions of the Maternity Benefit Act, 1961, as
amended, during the financial year ended March 31,2025, there were no instances wherein
any woman employee of the Company availed or applied for maternity benefits as stipulated
under the Maternity Benefit Act, 1961, including but not limited to maternity leave,
medical bonus, nursing breaks, or creche facility. Accordingly, the specific provisions of
the Act were not attracted during the reporting period.
The Company remains committed to promoting gender diversity and
supporting the rights and welfare of women employees by ensuring full compliance with
applicable labour and welfare legislations.
Deviation(s) or Variation(s) in the use of proceeds of Preferential
Issue, if any
There were no instances of deviation(s) or variation(s) in the
utilization of proceeds from the allotment of 14,74,375 Compulsorily Convertible
Preference Shares since the same was issued against the conversion of loan and no fresh
funds were received by the Company.
General
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
• No application has been made or proceeding is pending against
the Company under the Insolvency and Bankruptcy Code, 2016 during the year.
• No Director has received any remuneration/commission from
holding/subsidiary Company.
• There are no details of difference between amount of the
valuation done at the time of one-time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof.
• During the year under review, there were no pecuniary
transactions with any non-executive Director of the Company.
Acknowledgement
It is our strong belief that caring for our business constituents has
ensured our success in the past and will do so in future. The Board acknowledges with
gratitude the co-operation and assistance provided to your company by the government as
well as Non-Government agencies. The Board wishes to place on record its appreciation to
the contribution made by employees of the company during the year under review. Your
directors' gives their sincere gratitude to the customers, clients, vendors and other
business associates for their continued support to the Company. Your Directors' also place
on record their deep sense of appreciation for the devoted services rendered by all the
employees of the company and for the continued co-operation & support received from
shareholders of the Company.
34 Shri Gang Industries and Allied Products Limited
Date: August 29, 2025 |
For Shri Gang Industries and
Allied Products Limited |
Place: New Delhi |
Sanjay Kumar Jain |
|
Chairperson (Director) |
|
DIN:01014176 |
|