To,
The Members,
Ganga Forging Limited,
Your directors are pleased to present their 37 th Annual Report for the financial year
ended on 31st March, 2025.
FINANCIAL RESULTS:
The financial performance of the company on a standalone basis for the Financial Year
ended on 31 st
March, 2025, as compared with the previous year is summarized as below:
(Amt. in Rs.)
| Sr. No. Particulars |
2024- 25 |
2023- 24 |
| 1 Revenue from Operation |
43,21,94,394 |
37,21,24,018 |
| 2 Other Income |
22,92,483 |
9,30,198 |
| 3 Total Revenue (1+2) |
43,44,86,877 |
37,30,54,216 |
| 4 Cost of Materials consumed |
33,01,56,254 |
26,55,58,490 |
| 5 (Increase)/decrease in inventory |
(4,12,35,554) |
(2,59,43,083) |
| 6 Employees Benefits Expense |
1,82,25,700 |
2,00,01,026 |
| 7 Depreciation & Amortization Exp. |
1,07,36,842 |
99,68,863 |
| 8 Finance Cost |
96,29,955 |
85,07,336 |
| 9 Other Expenses |
10,24,74,604 |
8,75,36,988 |
| 10 Profit/(Loss) Before Exceptional items and Tax |
44,99,074 |
74,24,593 |
| 11 Exceptional items |
(41,55,437) |
(1,16,948) |
| 12 Profit Before Tax |
86,54,511 |
75,41,541 |
| 13 Current Tax |
16,33,004 |
0 |
| 14 Deferred Tax |
8,90,913 |
31,07,476 |
| 15 Profit / (Loss) After Tax (PAT) |
61,30,594 |
44,34,065 |
| 16 Other Comprehensive income |
|
|
| Items that will not be reclassified to statement of Profit
and Loss |
4,55,827 |
37,371 |
| 17 Total Comprehensive income for the year, net of tax |
65,86,422 |
44,71,436 |
PERFORMANCE OF THE COMPANY:
During the reporting year, the company has recorded Revenue of Rs. 43,21,94,394/- as
compared to Rs. 37,21,24,018/- during the previous financial year 2023-24. The revenue of
the company has been increased by more than 15 percent as compared to previous financial
year. Further, the Profit after Tax (PAT) of the company for the reporting year is Rs.
61,30,594/- as compared to Rs. 44,34,065/- in the previous year. Hence, the profit after
tax of the company also increased by more than 30 percent as compared to previous year.
Due to gain on sale of assets of Rs. 41,55,437/- profit of the company has been
exceptionally increased for the reporting year. The management of the company is
optimistic for future growth and better performance of the company.
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
Detailed description on state of Company's affairs, Future Outlook, Opportunities,
threats, etc. has been provided in Management Discussion and Analysis (MDA) report.
Pursuant to Regulation 34 of the SEBI Listing Regulations, Management Discussion and
Analysis report for the year under review forming part of this Annual Report.
FINANCIAL STATEMENT:
In accordance with Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as `Listing Regulations`) and
Section 136 of the Companies Act, 2013 and also read with Ministry of Corporate Affairs
(MCA) General Circular dated 19 th September, 2024 vide Circular No. 09/2024 and Circular
issued by the Securities and Exchange Board of India (SEBI) dated 03 rd October, 2024 vide
SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133, soft copy of Annual Report of the company for the
financial year 2024-25 along with all its annexures is being sent only through email, to
all those shareholders who have registered their email address with the company or
depository. Further, in accordance with Regulation 36(1)(b) of the Listing Regulations,
the Company has also sent a letter to Shareholders whose e-mail addresses are not
registered with Company/DPs providing the weblink from where the Annual Report can be
accessed on the Company's website.
Full copy of Annual Report for the F.Y. 2024-25 is also available for inspection at the
registered office of the Company during working hours up to the date of ensuing Annual
general meeting (AGM). It is also available at the Company`s website https:// and
also available on the website of the Stock Exchange under corporate announcement section.
DECLARATION OF DIVIDEND AND TRANSFER OF AMOUNT TO RESERVES:
With a view to plough back profits and in order to conserve resources for operational
purposes, Directors do not recommend any dividend.
Moreover, no amount has been transferred to general reserves in the financial year
2024- 25.
CHANGE IN NATURE OF BUSINESS:
There has been no change in nature of business of the Company during the year under
report. Details of significant changes in the nature of business carried on by its
Subsidiaries - Not Applicable
Other description on state of Company's Affairs :
Change in the F Y: - Not Applicable
Capital Expenditure Programs; - Not Applicable
Details and status of Acquisition, Merger, expansion, Modernization and
Diversification. - Not Applicable
Developments, Acquisition and/or Assignment of material: - Not Applicable
Intellectual Property Rights; - Not Applicable
SHARE CAPITAL:
The paid-up share capital of the company as on 31 st March, 2025 was Rs. 13,48,02,230
(Rupees Thirteen Crore Forty-Eight Lacs Two Thousand Two Hundred and Thirty Only) divided
into 13,48,02,230 (Thirteen Crore Forty-Eight Lacs Two Thousand Two Hundred and Thirty)
Equity Share of Re. 1/- (Rupee One Only) each.
During the reporting period, pursuant to conversion of 6,25,000 Warrants into Equity
Shares, the company had allotted 6,25,000 fully paid-up Equity Shares of the company and
thereby paid-up capital of the company was increased from 13,41,77,230 to 13,48,02,230.
Further, during the year under report the Company has not issued any share with
differential voting rights nor granted stock options or sweat equity.
UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT:
The company had raised Rs. 24,37,500/- towards balance payment (remaining 75% of the
issue price i.e. Rs. 3.90/-) on conversion of 6,25,000 Warrants into equity shares.
The Company has utilized such fund for the objects for which fund has been raised and
there is no deviation on utilization of such fund. Further, the company had refunded
excess amount Rs. 3,60,000 received from the applicant for conversion of warrants into
equity shares.
FORFEITURE OF APPLICATION MONEY OF WARRANTS ON COMPLETION OF TENURE OF 18 MONTHS:
On completion of tenure of 18 months of Warrants allotted in the F.Y. 2023-24,
2,04,12,180 warrants were not converted and hence application money and other money
amounting to Rs. 2,75,35,834/- received on such warrants had been forfeited and the said
warrants had been extinguished. Therefore, no warrants are outstanding for conversion as
on 31.03.2025. Further, in Secretarial Audit Report auditor has also given her remarks on
forfeiture of amount received on share warrants and disclosure submitted to the Stock
exchange in this regard.
EXTRACT OF ANNUAL RETURN:
In terms of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the
copy of Annual Return for the Financial Year 2024-25 is placed on the website of the
Company at the link https://
BOARD MEETINGS AND INDEPENDENT DIRECTORS MEETING:
During the year under review, 11 (Eleven) number of Board meetings were held on
20/04/2024, 22/04/2024, 29/05/2024, 03/08/2024, 30/08/2024, 20/09/2024, 01/10/2024,
29/10/2024,
06/02/2025, 14/02/2025 and 14/03/2025 and requisite quorum were present at the said
meetings. Detailed information about attendance of Board Meeting by each director is
provided in the Corporate Governance report forming part of this annual report.
Further, pursuant to the provision of Schedule IV of the Companies Act, 2013 and Reg.
25 of the SEBI Listing Regulations, meeting of the Independent Directors of the company
was held on 14 th February, 2025 for the followings:
to review the performance of Non-Independent Directors and the Board as a whole;
to review the performance of the Chairperson of the Company, taking into account the
views of executive directors and non-executive directors; and
assess the quality, quantity and timeliness of flow of information between the company
management and the Board that is necessary for the Board to effectively and reasonable
perform their duties.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:
The Company has received declaration under Section 149 (7) of the Companies Act, 2013
from all Independent Directors, that they meet criteria of independence as laid down in
Section 149 (6) of the Companies Act, 2013. also confirmed that all independent directors
are registered in the independent director's databank maintained by Indian Institute of
Corporate Affairs as per rule 6 of Companies (Appointment and Qualifications of Directors)
Rules, 2014.
BOARD'S RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, with respect
to the Directors' Responsibility Statement, the Directors confirm that:
in the preparation of the annual accounts, the applicable accounting standards had been
followed and there are no material departures from the same;
the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the
profit of the company for that year;
the directors had taken proper and sufficient care to the best of their knowledge and
ability for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
The directors had prepared annual accounts on a going concern basis;
Directors have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.
the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws, rules, regulations and such systems were adequate and operating
effectively;
The Board is of the opinion that the Company's internal financial controls were
adequate and effective during the FY 2024-25. The Statutory Auditor's of the company also
provided same opinion on internal financial controls over financial reporting of the
Company.
RELATED PARTY TRANSACTIONS:
During the year under report, the Company has entered into transactions with related
parties for the purchase of materials, sale of goods, for job work and sale of immovable
property of the company. The said transactions were carried on at arm's length price and
in the ordinary course of business except sale of immovable property. The information on
transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule
8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and attached to this
report as "Annexure I".
STATUTORY AUDITOR AND AUDITOR'S REPORT:
In the Annual General Meeting (AGM) of the company held on 30 th September, 2024,
Shareholders had approved appointment of M. N. Manvar & Co. Chartered Accountants
[FRN: 106047W], Rajkot as the statutory auditor of the company for a term of 5 years,
to hold office from the conclusion of that AGM till the conclusion of AGM to be held in
the year 2029 (for the financial year 2028-29).
The Auditor's Report along with financial statements and all its annexures forming part
thereof for the financial year ended March 31, 2025 forms part of this Annual Report and
same does not contain any qualification, reservation or adverse remark. Observation made
by the auditor in the Audit Report and reply of the said observations by the board is as
given below:
Audit Observations & reply of the Board:
The company is not maintaining proper records showing full particulars of intangible
assets and details such as cost, useful life and amortization have not been recorded
Reply : The company is having only one intangible asset i.e. Trademark. The
Board shall take due care for maintaining the proper records showing full particulars of
intangible assets.
The company has not maintained Fixed Asset Register and Payroll in the software, which
has a feature of recording audit trail, as required under Rule 3(1) of the Companies
(Accounts) Rules, 2014.
Reply : The Board would like to clarify that the company is maintaining the
Fixed Asset Register and Payroll in Excel format. The Board shall take due care for
maintaining the Assets Register and payroll in the software as per the provisions of the
Act.
Undisputed payment of Tax Dedusted at Source (TDS) of Rs. 17,66,060/- as per TRACES
portal outstanding as at 31 st March, 2025 for a period of more than six months from the
date it becomes payable.
Reply : During the reporting period, the company had deducted TDS as per the
applicable rates for the specified payment and also the same had been paid to the
government regularly. However, due to inoperative PAN of the many deductee's as per higher
rate of TDS, TRACES portal showing outstanding TDS payment of Rs. 17,66,060/-. The board
of directors will adjust and arrange to pay the said liability at the earliest.
Further, there have been no instances of fraud reported by the Auditors under Section
143(12) of the Companies Act, 2013.
SECRETARIAL AUDITORS:
Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules framed
thereunder, the Board has appointed CS Purvi Dave, Partner, MJP Associates, Practicing
Company Secretaries, Rajkot as the Secretarial Auditor of the Company, for conducting the
Secretarial Audit for the FY 2024-25.
Further, as per the recent amendments in the SEBI Listing Regulations read with section
204 of the Act and rules made thereunder, in the Board Meeting held on 30 th May, 2025 the
Board of Directors has recommended the appointment of MJP Associates, Practicing Company
Secretaries [Firm Registration No. 2001GJ007900], Rajkot, as Secretarial Auditor of the
Company to hold office of a term of five consecutive years commencing from financial year
2025-26 till financial year 2029-30 subject to approval of shareholders in the Annual
General Meeting.
Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company
for the Financial Year ended on March 31, 2025 is attached to the Director's Report as "
Annexure II ". In Secretarial Audit Report no any qualification or
observation made by the auditor.
DISCLOSURES UNDER RULE 8/8A OF COMPANIES ACCOUNTS RULES 2014:
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your company is increasingly using information technology in its operations and
promotes conservation of energy and resources.
urther, the Company is already developing solar project on open land for generation of
electricity for its factory usage. It is one of the most significant steps towards
conservation of energy and use of renewable energy. In this regard, the Company has also
obtained approval and registration from the Gujarat Energy Development Agency (GEDA) and
Paschim Gujarat Vij Nigam Limited (PGVCL) in the month of October, 2024, for open access
solar project and thereby generation of electricity for its factory usage.
Company has purchased all its machineries installed at factory of latest technology for
higher quality and better performance in view of technology absorption in the Company.
Moreover, the Company has reported Foreign Exchange Earnings and Expenses made as
under:
| Particulars |
2024- 25 |
2023- 24 |
| Foreign Exchange Earnings |
1,24,75,560 |
2,04,67,515 |
| Foreign Exchange Outgo |
Nil |
Nil |
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE:
During the year under report, the Company has not granted any loan or provided any
guarantee or made any investment exceeding the limits as specified in Section 186 (2) of
the Companies Act, 2013. Hence, no approval from the shareholders in this regard was
required.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Ganga Forging Limited does not fall in any of the criteria mentioned in terms of
Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, and hence, it is not required mandatorily to carry out
any CSR activities or constitute any Committees under provisions of Section 135 of the
Act.
However, Ganga Forging Limited is committed to operate and grow its business in a
socially responsible way.
VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:
Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for
directors and employees to report their genuine concerns has been established, in order to
ensure that the activities of the company and its employees are conducted in a fair and
transparent manner by adoption of highest standards of professionalism, honesty and
integrity and ethical behavior.
The Company has established a vigil mechanism through which Directors, employees and
business associates may report unethical behavior, malpractices, wrongful conduct, fraud,
violation of Company's code of conduct without fear of reprisal. The Company has set up a
Direct Touch initiative, under which all Directors, employees, business associates have
direct access to the Chairman of the Audit committee, and also to a member of the
committee for this purpose.
The Company ensures that genuine Whistle Blowers are provided complete protection from
any kind of unfair treatment or victimization. The Whistle Blower Policy has also been
uploaded on the website of the company at
RISK MANAGEMENT:
The Company is not under the purview for constituting Risk management committee under
the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015. However, the Board periodically reviews the operations of the Company
and identifies the risk / potential risk, if any to the Company and implement the
necessary course of action(s) to mitigate the predicted risk, which the Board deems fit in
the best interest of the Company.
CORPORATE GOVERNANCE:
As per Regulation 15(2) read with regulation 34 (3) and Schedule V of SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015 the Corporate Governance
Report along with the Certificate thereon from MJP Associates, Practicing Company
Secretaries form part of the Board Report as " Annexure-III " .
DETAILS OF BOARD OF DIRECTORS:
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013
and rules made thereunder, one-third of such number of the Directors as are liable to
retire by rotation, shall retire every year and, if eligible, offer themselves for
re-appointment at every AGM. Consequently, Mr. Hiralal M. Tilva, Chairman & Managing
Director [DIN: 00022539] will retire by rotation at the ensuing AGM, and being eligible,
offer himself for re-appointment in accordance with provisions of the Companies Act, 2013.
The Board of Directors recommend their re-appointment for approval of members at the
ensuing AGM and resolution seeking approval for his re-appointment is provided in the
Notice.
As on 31st March, 2025, the Board of Directors comprised of the following Directors:
| Sr. No. |
ame |
Designation |
Director Identification Number (DIN) |
Date of Appointment |
Date of Cessation |
| 1. |
Hiralal Mahidas Tilva |
Managing Director |
00022539 |
02/04/2018 |
- |
| 2. |
Rakesh Chhaganlal Patel |
Managing Director |
00510990 |
10/03/2016 |
- |
| 3. |
Sheetal Sanjivkumar Chaniara |
Whole time Director |
07528297 |
01/09/2017 |
- |
| 4. |
Parulben Rakeshbhai Patel |
Whole time Director |
07528313 |
01/09/2017 |
- |
| 5. |
Jasubhai Khimjibhai Patel |
Independent Director |
01006449 |
21/04/2018 |
- |
| 6. |
Rameshbhai Gordhanbhai Dhingani |
Independent Director |
07946841 |
01/03/2018 |
- |
| 7. |
Sagar Ramniklal Govani |
Independent Director |
09185913 |
04/06/2021 |
- |
| 8. |
Nayankumar Karshanbhai Virparia |
Independent Director |
03297965 |
12/03/2022 |
- |
| 9. |
Nishith Trivedi |
Independent Director |
10332082 |
26/09/2023 |
26/04/2025 |
After the end of financial year but before the date of signing of this report, Mr.
Nishith Trivedi [DIN: 10332082] had resigned as non-executive & independent director
of the company w.e.f 26 th April, 2025. Further, Board of Directors had taken noting of
his resignation in the Board Meeting held on 16 th May, 2025.
The Company does not pay any remuneration to its Non-Executive Directors. Further, the
Company had made payment of remuneration to its Executive Directors in terms of Section
196 & 197 of the Companies Act, 2013, read with Schedule V to the Act. No commission
was paid to any of the Directors during the year under Report.
COMMITTEES OF BOARD OF DIRECTORS:
As per provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Company has established and constituted three
committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders
Relationship Committee as a part of better corporate governance practice. Composition of
such committees also available on the website of the company at https://
AUDIT COMMITTEE:
The detailed description related to composition of Audit Committee, committee meeting
held during the reporting period and attendance of each committee members are included in
the Corporate Governance Report, which is a part of this report.
NOMINATION AND REMUNERATION COMMITTEE:
The detailed description related to composition of Nomination and Remuneration
Committee, committee meeting held during the reporting period and attendance of each
committee members are included in the Corporate Governance Report, which is a part of this
report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The detailed description related to composition of Stakeholder Relationship Committee,
committee meeting held during the reporting period and attendance of committee members are
included in the Corporate Governance Report, which is a part of this report.
CORPORATE POLICIES:
We always believe to promote and pursue the high level of ethical standards in all our
business transactions guided by our value system. The SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, mandates the formulation of
certain policies for all listed companies.
Key policies that have been adopted are as follows:
| Name of the policy |
*Web Link |
| Policy on Board Diversity |
https:// www.gangaforging.com/InvestorsRelation/PoliciesCo
deConduct |
| Code of conduct for Director and Senior Management |
https:// www.gangaforging.com/InvestorsRelation/PoliciesCo
deConduct |
| Corporate Social Responsibility Policy |
https:// www.gangaforging.com/InvestorsRelation/PoliciesCo
deConduct |
| Dividend Distribution Policy |
https:// www.gangaforging.com/InvestorsRelation/PoliciesCo
deConduct |
| Evaluation Policy |
https:// www.gangaforging.com/InvestorsRelation/PoliciesCo
deConduct |
| Policy on Determination of Materiality of Events |
https:// www.gangaforging.com/InvestorsRelation/PoliciesCo
deConduct |
| Policy On Material Subsidiaries and Governance of
Subsidiaries |
https:// www.gangaforging.com/InvestorsRelation/PoliciesCo
deConduct |
| Policy for Insider Trading |
https:// www.gangaforging.com/InvestorsRelation/PoliciesCo
deConduct |
| Policy On Preservation of Documents |
https:// www.gangaforging.com/InvestorsRelation/PoliciesCo
deConduct |
| Policy on prevention of Sexual Harassment at work place |
https:// www.gangaforging.com/InvestorsRelation/PoliciesCo
deConduct |
| Related Party Transactions Policy |
https:// www.gangaforging.com/InvestorsRelation/PoliciesCo
deConduct |
| Webarchival Policy |
https:// www.gangaforging.com/InvestorsRelation/PoliciesCo
deConduct |
| Whistle Blower Policy |
https:// www.gangaforging.com/InvestorsRelation/PoliciesCo
deConduct |
| Familiarization Programme of Independent Director |
https:// www.gangaforging.com/InvestorsRelation/PoliciesCo
deConduct |
| Nomination and Remuneration Policy |
https:// www.gangaforging.com/InvestorsRelation/PoliciesCo
deConduct |
| Terms and conditions of Appointment of Independent Director |
https:// www.gangaforging.com/InvestorsRelation/PoliciesCo
deConduct |
*URL for all the above-mentioned policies is having common web link.
Further, Corporate Social Responsibility Policy, Dividend Distribution Policy and
Policy on Material Subsidiaries and Governance of Subsidiaries is not applicable to the
Company but it has been adopted voluntarily.
KEY MANAGERIAL PERSONNEL:
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the
Companies Act, 2013 are as follows:
Shri. Hiralal M. Tilva, Chairman and Managing Director
Mr. Rakesh Patel, Managing Director
Mrs. Sheetal S. Chaniara, Whole time Director
Mrs. Parulben R. Patel, Whole time Director
Ms. Drashti Vaghasiya, Company Secretary and Compliance Officer
Mrs. Avni Dadhaniya, Chief Financial Officer (CFO)
PARTICULARS OF EMPLOYEES:
There are no employees in the Company drawing remuneration of more than Rs. 8.5 Lacs
per month or 1.02 crore per annum, as prescribed in Rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS:
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Rules
made thereunder, performance evaluation of executive directors was carried out by
Independent Directors and in the same manner performance evaluation of Independent
Directors was carried out by the executive directors of the company. The evaluation
process mainly includes evaluation of experience and expertise, performance of specific
duties and obligations etc. were carried out. The Directors expressed their satisfaction
with the evaluation process and outcome.
The performance of each of the non-independent directors (including Chairman) was
evaluated by the independent directors at the separate meeting of the Independent
Directors of the Company.
COST RECORDS AND AUDIT:
As per Section 148(1) of the Companies Act, 2013, the company is required to maintain
Cost Records in respect of its product for the F.Y. 2024-25. Therefore, for the
preparation of that cost records the company had appointed Tadhani & Co. Cost
Accountants, Rajkot in the Board meeting held on 20 th September, 2024. The prescribed
Accounts and records have been maintained by the company. However, requirement of cost
audit is not applicable to the company.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with all the applicable Secretarial Standards including
amendments thereof in the Financial Year 2024-25 as issued by the Institute of Company
Secretaries of India (ICSI).
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition, and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules made thereunder. There are
very few women employed in the company and all that are covered under this Policy.
The Company also has in place a policy on "Prevention of Sexual Harassment at work
place" and the same is also available on the website of the company at https://
To redress the complaints received regarding sexual harassment, internal complaints
committee is in place. The following is a summary of sexual harassment complaints received
and disposed off during the year:
No. of complaints received: Nil
No. of complaints disposed off : NA
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In Terms of the Regulation 34 read with Schedule V of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations 2015, Management Discussion and Analysis report has
been separately furnished in the Annual Report and forms part of the Board of Directors
Report as " Annexure- IV".
RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES
OF THE COMPANY FOR THE FINANCIAL YEAR 2023-24:
The information required pursuant to provision of Section 197(12) read with rule
5(1)(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of ratio of remuneration of each director to the median remuneration of
the employee of the company for the F.Y. 2024-25 forms part of this report as " Annexure
- V".
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The company has in all material respects, an adequate internal financial control system
over financial reporting and such internal financial controls over financial reporting is
operating effectively. The Company is well equipped with internal financial control
system. The Company has continuous monitoring mechanism which enables the organization to
maintain the same standards of the control systems and help them in managing defaults, if
any, on timely basis because of strong reporting mechanisms followed by the Company. Our
statutory auditor as well as Internal Auditor of the company have also provided their
opinion on adequacy of internal financial control system in their audit report.
TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under review, pursuant to the provisions of section 125(2) of the
Companies Act, 2013, the company was not required to transfer any amount to the Investor
Education and Protection Fund (IEPF) established by Central Government of India.
TRANSFER OF AMOUNT TO INVESTOR PROTECTION AND EDUCATION FUND (IPEF):
During the reporting period, pursuant to Clause 12 to Schedule B of the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 read with SEBI
Circular vide reference no. SEBI/HO/ISD/ISD/CIR/P/2020/135 dated 23 rd July, 2020 the
Company has transferred Rs. 50,000 to IPEF account, collected from the Designated Person
for contravention of Code of Conduct.
NAME CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT:
Since Initial Public Offer (IPO ) in the year 2018, Link Intime India Private
Limited is Registrar and Share Transfer Agent (RTA) of the Company. There is no change in
RTA but the name of the RTA has been changed from Link Intime India Private Limited to
MUFG Intime India Private Limited
w.e.f 31.12.2024.
SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:
As at 31st March, 2025, the Company doesn't have any Subsidiary, Joint Venture or
Associate Companies.
OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES ACT, 2013 AND
RULES MADE THEREUNDER:
There have been no material changes/commitments affecting the financial position of the
company which have occurred between the end of the financial year to which the financial
statements relate and the date on report;
During the year under review your company has not accepted the deposit from the public
under section 73 to 76 of the Companies Act, 2013 and the rules made thereunder;
No significant or material orders were passed by the Regulators or courts or tribunals
which impact the going concern status and company's operations in future.
The Company has filed an application in the 09 th LD. Additional Chief Judicial
Magistrate at Bandra Mumbai against the State of Maharashtra in the matter of freezing of
Bank Account of the Company vide F.I.R. bearing no. 842 of 2024. As on date of this
report, the said matter is pending for passing of order.
As the Company does not have any woman employee except in the Board of Directors, the
disclosures to be made under the Maternity Benefit Act 1961, are not applicable during the
reporting period.
The Company has not issued any shares to any employee, under any specific scheme, and
hence, disclosures under Section 67(3) are not required to be made.
Number of employees as on the closure of financial year (Female :4 (all are Key
Managerial Personnel), Male:47, Transgender: Nil): Not Applicable
There have been no instances of any revision in the Board's Report or the financial
statement; hence disclosure under Section 131(1) of the Act is not required.
The Company has not paid any commission to any of its Directors and hence, provision of
disclosure of commission paid to any Director as mentioned in Section 197(14) is not
required to disclose.
The Company has not issued (a) any shares with differential voting rights (b) Sweat
Equity shares (c) shares under any Employee stock option scheme; hence no disclosures are
required to be made as per the Companies (Share Capital and Debentures) Rules, 2014.
There are no application made under the Insolvency and Bankruptcy Code, 2016, during
the year under Report, and therefore no such details are required to be given.
There are no instances of any One Time Settlement with any Bank, and therefore, details
of difference between the 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, are not
required to be given.
ACKNOWLEDGEMENT:
Your Board of Directors put on record their whole hearted gratitude to bankers,
employees of the Company and other stakeholders for their sincere co-operation and efforts
towards the Company.
Date : 29 th August, 2025 By Order of the Board of Directors
For, Ganga Forging Limited
Place : Sadak Pipaliya
Sd/- (Hiralal M. Tilva)
Chairman & Managing Director [DIN: 00022539]
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