our Directors are hereby present their Report on Company’s
Business Operations along with the Audited Statement of
Accounts for the Financial Year ended June 30, 2015.

FINANCIAL RESULTS OF THE COMPANY

The financial results of the Company for the year under review
and comparative figures for the previous year are summarized
below:

(in Rs)

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 152 of the Companies
Act, 2013 and in accordance with provisions of Articles of
Association of the Company, Mr. J K Jain, Director of the
Company, is liable to retire by rotation and being eligible,
offers himself for re-appointment.

Mr. J K Jain is not disqualified under Section 164(2) of the
Companies Act, 2013.

The Board has recommended the re-appointment of Shri Jane-
shwar Kumar Jain as Whole Time Director of the Company.

Ms. Suchi Bahl has been appointed as Non-Executive Director
on the Board of Directors of the Company w.e.f February 13,
2015.Your Board proposes to regularize her as Director of the
Company.

The tenure of Mr. Narendra Singh Bisht, Mr. Rajesh Kumar
Gupta & Mr. Gyan Chand Jain, Independent Directors of
the Company has been fixed for five years in terms of the
provisions of Listing Agreement and the relevant provisions of
the Companies Act, 2013.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in
form MGT-9 is annexed herewith as “Annexure A”

CORPORATE SOCIAL RESPONSIBILITY

The Company was not required to constitute corporate social
responsibility committee pursuant to section 135 of the
Companies Act, 2013.

DETAILS OF SUBSIDIARIES/ JOINT VENTURE AND
ASSOCIATES COMPANY

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

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) & (5) of the Companies Act,
2013, the directors would like to state that:

1. That in the preparation of the Annual Accounts for the
   year ended June 30, 2015, the applicable Accounting
   standards have been followed and that there are no
   material departures.

    

2. The 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 June 30, 2015 and of the profit or loss of the Company
   for the Financial year ended June 30, 2015.
   

3. The 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. The accounts have been prepared following the going
   concern assumption.The 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.

    

5. The directors had devised proper system to ensure
   compliance with the provisions of all 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 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.

AUDIT COMMITTEE

The details of the Audit Committee including its composition
and terms of reference are mentioned in the Corporate
Governance Report which forms part of the Director Report.

The Board, during the year under review, had accepted all the
recommendations made to it by the Audit Committee.

AUDITORS

M/s Satendra Rawat & Company, Chartered Accountants,

was appointed as Statutory Auditors of the Company by the
members at its last Annual General Meeting held on December
30, 2014 to hold the office until the conclusion of ensuing
Annual General Meeting.

M/s Satendra Rawat & Company has expressed their inability
to continue as Statutory Auditor of the Company. The Board of
Directors therefore recommended the appointment of M/s TAS
Associates, Chartered Accountants, having Firm Registration
No. 10520N as statutory Auditors of the Company from the
conclusion of the ensuing Annual General Meeting till the
conclusion of next Annual General Meeting. The company has
received the requisite certificate from M/s TAS Associates,
Chartered Accountants to the effect that their appointment, if
made, would be in accordance with the provisions of Section
139 (2) of the Companies Act, 2013 and Rules made there
under.

AUDIT REPORT

The Auditor had pointed out certain remarks, which are
replied by the Board of Directors hereunder:

Auditors Remark - 1

In the Auditor’s Report under point (a) of matter of emphasis
it has been stated that “With reference to note 6 & 11, these
accounts have been prepared without any provision of
interest, if any, payable on the overdue amount of interest free
loan of Rs.446 lacs from PICUP. In the absence of adequate
documentary evidences, we are not in a position to state/
quantify whether any interest is payable on such overdue
amounts.”

Board’s Reply

The explanation of Directors on the above comment is as
under:

The interest free loan received from PICUP in lieu of deferred
Sales Tax was payable in F.Y. 2012-13. As per the original
as well as modified rehabilitation scheme sanctioned by
Hon’ble BIFR, no interest was payable by the Company on this
Loan. However, due to continued losses the Company could
not repay this amount as per schedule and has now again
submitted a modified rehabilitation scheme to Hon’ble BIFR
in which further time has been requested for repaying this
amount without any interest for past as well as future period.
Accordingly company has not provided for any interest on this
amount.

Auditors Remark - 2

In the Auditor’s report under point (b) of matter of emphasis
it has been stated that “with reference to note no. 7 & 11,
these accounts have been prepared without any provision
of interests, if any, payable to government of upon overdue
deferred trade tax & power charges amounting to Rs. 3657.22
lacs. In the absence of any documentary evidences, we are
not in a position to state/qualify whether any interest is payable
on such amounts.

Board’s Reply

The explanation of Directors on the above comment is as under:

The Company was allowed deferment of Trade Tax/VAT by
Hon’ble BIFR in pursuance to Rehabilitation Scheme sanc-
tioned on 22/4/2002 and modified rehabilitation scheme
sanctioned on 19/10/2006. As per the modified rehabilitation
scheme the Company was required to repay the deferred tax-
es w.e.f 1/7/2011. As per the original as well as modified reha-
bilitation scheme no interest was payable by the Company on
these deferred amounts. However, due to continued losses
the Company could not repay this amount as per schedule and
has now again submitted a modified Rehabilitation Scheme
to Hon’ble BIFR in which further time has been requested for
repaying this amount without any interest for past as well as
future period. Accordingly company has not provided for any
interest on this amount.

Auditor Remarks-3

In the Auditor’s Report under point (c) of matter of emphasis
it has been stated that “Note no 23 to these accounts to the
fact that the company suspended its manufacturing activities
at its factory effective from 25th March, 2010 and accordingly
declared “lay OFF” for indefinite period and Board has not yet
made out any detailed plan. Such long activity coupled with the
fact that Company’s accumulated losses have exceeded its net
worth, indicates the existence of a material uncertainty about
the company’s ability to recommence its operations and thus
severely affecting the ‘going concern assumption’. However,
these accounts have been prepared by the management on
‘Going concern assumption’ in view of the pending reference
before BIFR under the Sick Industrial Companies (Special
Provisions) Act, 1985 as explained in note 23.

Board’s Reply

The explanation of Directors on the above comment is as
under:

The Company was declared a sick industrial company in
May, 2001 by the Hon’ble Board for Industrial and Financial
Reconstruction. The management is putting their best efforts
to revive the operations of the Company. However due to
continued losses and erosion of working capital, the Company
had to suspend its production activities and the workers are
laid off w.e.f. March 25, 2010. Hon’ble BIFR is in the process of
formulating a modified rehabilitation scheme for the company.
IDBI, the Operating Agency on the instructions of the BIFR
has conducted a Techno Economic Viability Study (TEVS). As
per the TEVS report submitted by IDBI, the unit can be revived
subject to up gradation of the existing plant and machinery etc.
Therefore, in the opinion of the Directors the operations of the
company can be recommenced and accordingly the accounts
have been prepared on the Going Concern Assumption.

Auditor Remarks-4

In the Auditor’s Report under point (a) of Basis for Qualified
Opinion it has been stated that “Inventories of Rs.135.13 lacs
includes stores, spares part and raw materials, which in the
absence of physical verification may not be realizable at the
value stated in these financial statements and for which no
provision for its impairment, if any has been made. Accordingly,
loss for the year and accumulated losses as per profit & loss
statement in Note 3 are less and current assets are considered
to be more to the extent of Rs 135.13 lacs.”

Board’s Reply

The explanation of Directors on the above comment is as
under:

As mentioned in the foregoing paragraph, a modified
rehabilitation scheme is being submitted to Hon’ble BIFR
based on the Techno Economic Viability Study which IDBI, the
Operating Agency had got conducted, so that the company can
revive the operations and make them viable in long term. As
per the TEVS report submitted by IDBI, the unit can be revived
subject to up gradation of the existing plant and machinery
etc. Therefore, in the opinion of the Directors the operations of
the company can be recommenced. All these items of stores,
spares and packing material are in good condition and shall be
consumed once the operations are re-started. Therefore, no
provision for any impairment has been made.

Auditor’s Remark-5

In the Auditor’s Report under point (b) of Basis for Qualified
Opinion it has been stated that “Capital Work in progress
of Rs.9.96 lacs, which has not yet been completed and
commissioned, may not be realizable at the value stated in
these financial statements and for which no provision for its
impairment, if any has been made. Accordingly, loss for the
year and accumulated losses are shown less and noncurrent
assets are shown in excess of Rs. 9.96 lacs.

Board’s Reply

The explanation of Directors on the above comment is as
under:

As mentioned in the foregoing paragraph, a modified
rehabilitation scheme is being submitted to Hon’ble BIFR
based on the Techno Economic Viability Study which IDBI, the
Operating Agency had got conducted, so that the company can
revive the operations and make them viable in long term. As
per the TEVS report submitted by IDBI, the unit can be revived
subject to up gradation of the existing plant and machinery
etc. Therefore, in the opinion of the Directors the operations
of the company can be recommenced. Once the company
recommences its operation, the pending Capital work would
be completed and the amount of Rs. 9.96 lacs shown as
“Capital Work in Progress” would be accordingly capitalized.

Auditors Remark -6

In the Auditor’s Report under point (c) of Basis for Qualified
Opinion it has been stated that “Interest on unpaid public
deposits of Rs.30 lacs for the year has not been provided
amounting to Rs.3.00 lacs (accumulated Rs.15.00 lacs approx.
upto balance sheet date). Accordingly, loss for the year and
accumulated losses are less and current Liabilities are also
less by Rs.15.00 lacs (approx.).”

Board’s Reply

The explanation of Directors on the above comment is as
under:

Due to the erosion in the net worth and continuous losses,
the company has not been able to pay interest on the deposit.
The company would seek waiver of the interest in terms of the
modified rehabilitation scheme that is under consideration of
Hon’ble BIFR.

Auditor’s Remark-7

In the Auditor’s Report under point (d) of Basis for Qualified
Opinion it has been stated that “In the absence of adequate
documentation and documentary proof, we are unable to
comment whether there is any impairment in the value of
fixed assets due to efflux of time and suspension of activities
since march 2010 and requirement of provision for the same
which might be required to be provided for. In the absence of
adequate records and any records of the physical verification,
the discrepancies, realizable/salvage value, the impact of
impairment cannot be ascertained.

Board’s Reply

The explanation of Directors on the above comment is as
under:

Since the manufacturing operations have been suspended, the
entire plant has been put under lock and key and periodically
the plant is opened to check the condition and the physical
status of the machinery and equipment’s. In the opinion of
Board of Directors there is no deterioration in the condition of
Plant & Equipment’s requiring for any provision for impairment.

Auditors Remark -8

In Annexure to Para 1 (b) of the Auditor’s Report it has
been stated that “As explained and informed to us that the
company’s activities are suspended since March 2010 and
the Management has stated to have carried out the physical

verification of a part the fixed assets during the year under
consideration. In the absence of adequate documents, we are
unable to comment whether such physical verification was
carried out or the frequency of such verification was reasonable
having regard to the size of the company and nature of its fix
assests. In the absence of any such records of the physical
verification, the discrepancies, if any, between the physical
assets and the book records are not ascertainable.”

Board’s Reply

The explanation of Directors on the above comment is as
under:

Since the manufacturing operations have been suspended, the
entire plant has been put under lock and key and periodically
the plant is opened to check the condition and the physical
status of the machinery and equipments.

Auditors Remark-9

In Annexure to Para 2 (a), (b) & (c) of the Auditor’s Report it
has been stated that:

“(a) since the company has suspended its activities since
March 2010, we are unable to state whether the
company has carried out physical verification of its
inventories and at reasonable periods. We are unable to
comment whether the frequency of physical verification is
reasonable.

2. In the absence of any records for physical verification
   of inventories, we are unable to comment on the
   reasonableness and adequacy of the procedures
   followed by the management in relation to the size of the
   company and nature of its business.

3. On the basis of our examination of the records of
   inventory, we are of the opinion that the company is
   maintaining proper records of inventory. In the absence
   of any records for physical verification of inventories, the
   discrepancies, if any, between the physical stock and the
   book records are not ascertainable.”

Board’s Reply

The explanation of Directors on the above comment is as
under:

Since the manufacturing operations have been suspended,
the stores and godowns have been put under lock and key and
periodically these godowns are opened to check the condition
and the physical status of the inventories.

Auditor’s Remark-10

In Annexure to Para 5 of the Auditor’s Report it has been
stated that “According to information and explanations given
to us, the company has not complied with the provisions of
sections 73 and 74 of the Companies Act, 2013 and the rules
framed there under so far as applicable to the repayment of
principal & interest on due date(s) or the renewal thereof in
respect of overdue public deposit of Rs 30 lacs.

Board’s Reply

The explanation of Directors on the above comment is as
under:

At the time of the acceptance of deposit the company had
duly complied with the provisions of sections 58A and 58AA
of the Companies Act, 1956 and the rules framed there under.
However, due to the erosion in the net worth and continuous
losses, the company has not been able to pay interest on the
deposit w.e.f. 01.07.2010. The company would seek waiver
of the interest and reschedulement of the repayment terms in
pursuance to the modified rehabilitation scheme that is under
consideration of Hon’ble BIFR.

Auditors Remark -11

In Annexure to Para 7 of the Auditor’s Report it has been stated
that “According to the records of the Company, the Company
is regular in depositing with appropriate authorities, undisputed
statutory dues including Provident Fund, Investor Education
Protection Fund, Employees State Insurance, Income Tax,
Trade Tax, State Development Tax, Wealth Tax, Custom
Duty, Excise Duty, Service Tax, Cess and other statutory dues
applicable to it, except the following:

a. Deferred Trade Tax/Vat amounting to Rs.3016.09 Lacs
(Previous year Rs.2929.68 Lacs) in terms of order of the
BIFR for the rehabilitation. See also note no. 23 to these
financial statements.

Board’s Reply

The explanation of Directors on the above comment is as
under:

The Company has requested for further time for repayment
of these dues as per the modified rehabilitation scheme
submitted to Hon’ble BIFR, which is under its consideration.

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act,
2013 and The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the company has
appointed Ms. Monika Kohli, Company Secretary in Practice
to undertake the Secretarial Audit of the Company for financial
year 2014-15.

The Secretarial Audit Report in prescribed form MR-3 for
Financial Year 2014-15 forms part of the Annual Report as
“Annexure B” to the Board Report.

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

Secretarial Auditors Remark - 1

1. The Company was required to appoint Internal Auditor as
   per the section 138 of the Companies Act, 2013 read with
   rule 13 of Companies (Accounts) Rule 2014. However, it
   is observed that no Internal Auditor has been appointed
   by the Company.

Board’s Reply

The operation of the Company was suspended w.e.f March
25, 2010 and since then there is no activity in the Company. In
view of this the Company did not appoint any internal auditor.
However, the internal controls were adequately exercised
keeping in view the volume of transactions during the year and
the same was noted and taken on record by the Board at its
Board Meeting held on May 15, 2014.

Secretarial Auditors Remark - 2

The Company was required to appoint Managing Director/
Manager/Chief Executive Officer/Whole-time Director and
Chief Financial Officer and Company Secretary (as prescribed
under section 203 of the Companies Act, 2013 read with rule 8
of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014. However no Chief Financial Officer
and Company Secretary have been appointed by the company.
As per information provided, the company has received the
show cause notice No. TC/203/383A/11004/7321-7322
dated 23.02.2015 & TC /203/383A/11004/489-490 No. dated
15.04.2015 respectively u/s 203 of the Act from Registrar of
Companies, UP & Uttrakhand, Kanpur and the company has
given the reply of the said show cause notice.

Board’s Reply

As stated in the Directors Report there is no business activities
in the Company since March 2010, after suspension of
manufacturing activity the working staffs including workers
have left the company one by one. The management is
trying their best to revive the Company but all depends upon
the modified rehabilitation scheme which is currently under
consideration of Hon’ble BIFR. Further the Company has
appointed Shri. Janeshwar Kumar Jain, Whole Time Director
of the Company to fulfill the requirement of Section 203(1)(i)
of the Companies Act, 2013 but Company has not been able
to fulfill the requirement of Section 203(1)(ii) & 203(1)(iii) of the
Companies Act, 2013 due to the above said reasons.

Secretarial Auditors Remark - 3

The Company has made non-compliance of various clauses of
Listing Agreement. Also, it is observed that the Company do
not have its own website.

Board’s Reply

Your management has decided to approach the BSE Limited
for making necessary submission for resumption of trading ac-
tivity in its equity shares and shall seek the details of pending
Compliances as per listing agreement and thereafter shall file
all the requisite documents.

The company has taken steps towards creating and maintain-
ing its website and soon the company will have its website
containing all the required information as per Companies Act,
2013 and Listing Agreement.

Secretarial Auditors Remark - 4

It was observed that tenure of Mr. Gyan Chand Jain, Mr. Rajesh
Kumar Gupta and Mr. Narendra Singh Bisht, Independent

Directors was not fixed in the Annual General Meeting held on
December 30, 2014 as per the provisions of section 149, 152
read with Schedule IV of the Companies Act, 2013.

Board’s Reply

The company has taken the above matter in ensuing Annual
General Meeting for Member’s approval for fixing the tenure
and period Independent Directors in terms of Section 149 of
the Companies Act, 2013 and Listing Agreement.

Secretarial Auditors Remark - 5

It is observed that 100% equity shares of the company
are in physical form and the company is yet to sign the
tripartite agreement with Registrar & Depository to provide
dematerialization facility to its shareholders.

Board’s Reply

The Shareholders in the Annual General Meeting held on 24th
December, 2001 approved for dematerialization of shares.
The Company there after applied NSDL/CDSL for listing of
shares but the same was declined by CDSL/NSDL. The Com-
pany is in the process of re-entering into a tripartite agreement
with CDSSL/NSDL for dematerialization of Shares.

SHARE CAPITAL

During the year, there has been no change in the authorised,
subscribed and paid-up share capital of the Company. As
at June 30, 2015, the paid-up share capital stood at Rs.
7,93,00,000/- comprising of 79,30,000 equity shares of 10/-
each.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has established an adequate internal control
procedure which commensurate with the size of the Company
and the nature of its business for the purpose of purchase
and sale of goods, material, fixed assets and services. During
the course of the audit, on random test check basis, no major
weakness has been noticed in internal controls in respect of
these areas except as notified in the Secretarial Audit.

CHANGE IN REGISTERED OFFICE:

There is no change in the Registered Office of the company
during the year.

NUMBER OF BOARD MEETING

During the Financial Year 2014-15, Five Board meetings were
held during the year. The intervening gap between the meetings
was within the period prescribed under the Companies Act,
2013 and the Listing Agreement with Stock Exchanges. The
details of all Board/Committee meetings held are given in the
Corporate Governance Report.

CORPORATE GOVERNANCE DISCLOSURES

As a responsible corporate citizen, the Company is committed
to maintain the highest standards of Corporate Governance
and believes in adhering to the best corporate practices
prevalent globally.

A detailed report on Corporate Governance is attached as
Annexure “C”. A certificate from a Practising Company

Secretary confirming compliance with the conditions of
Corporate Governance, as stipulated in Clause 49 of the
Listing Agreement, is attached to the Corporate Governance
Report.

Your Company gives due emphasis on the adaptability to such
procedures so as to ensure transparency, accountability &
integrity in all respect.

CODE OF CONDUCT:

In compliance with Clause 49 of Listing Agreement and the
Companies Act, 2013, the Company has framed and adopted
a code of conduct. The code is applicable to the members of
the Board and all employees of the Company.

The Board Members have affirmed compliance with the Code
of Conduct for the year ended June 30, 2015.

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN
AT WORKPLACE

The company is not required to form “Internal Complains
Committee” under The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redresssal) Act, 2013
as the Number of workers are less than 10 during the year
under review.

During the year under review, no complaint of sexual
harassment has been filed with “Local Complains Committee.”

DECLARATION BY INDEPENDENT DIRECTOR'S) AND
RE-APPOINTMENT

The Company has received necessary declaration form each
independent directors under Section 149(7) of the Companies
Act, 2013 that they meet the criteria of independence laid down
in Section 146(6) of Companies Act, 2013 read with Clause 49
of the Listing Agreement.

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies
Act, 2013 and Clause 49 of the Listing Agreement, a separate
meeting of the Independent Directors was held on February
13, 2015.

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.
  COMMITTEE

Pursuant to requirement under Companies Act, 2013 and
Listing Agreement, the Board of Directors has constituted the
following Committees:

1. Audit Committee,

2. Nomination & Remuneration Committee and

3. Stakeholders Relationship Committee.

The details of composition and terms of reference of these
committees are mentioned in the Corporate Governance
Report.

NOMINATION & REMUNERATION POLICY

The Company has framed a Nomination and Remuneration
Policy pursuant to the provisions of Section 178 of the Act read
with Clause 49 of the Listing Agreement. The Policy has been
disclosed in the Corporate Governance Report attached to this
Report as Annexure “D”.

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 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 year, the Company had not entered into any
contract/arrangement/transaction with related parties.

DEPOSITS

During the year, the company has not accepted any deposits
from public. However due to the erosion in the net worth of the
company, the company has not been able to pay the principal
amount and interest on due dates in respect of deposit of
Rs.30 Lacs taken from specified persons in earlier years.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS &
OUTGO:

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

RISK MANAGEMENT

The Company has in place comprehensive risk assessment
and minimization procedures, which are reviewed by the
Board periodically. Board has prepared & implemented Risk
Management Policy which is reviewed and monitored on
regular basis, to identify and review critical risks.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the
Board has carried out the annual performance evaluation
of its own performance, the Directors individually as well as
the evaluation of the working of its Audit, Nomination and
Remuneration Committees and Stakeholder Relationship
Committee. The evaluation was carried out on parameters
such as level of engagement and contribution, independence
of judgment, safeguarding the interests of the Company and
its shareholders etc. The Directors expressed their satisfaction
with the evaluation process.

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of your
company during the year under review.

REGULATORS

No significant material orders have been passed during the
year by the regulators or courts or tribunals impacting the
going concern status and Company’s operations in future.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board has approved the Vigil Mechanism/Whistle
Blower Policy, a mechanism for 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 provide 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.

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

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:-

Notes:-

During the year under review no remuneration was paid to
CFO, Executive and Non-Executive Director of the Company.

In view of the above no other disclosure required in terms of
Rule 5 (1) of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 was applicable.

1. 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.

The Management Discussion and Analysis Report on the
operations of the Company as provided under the Listing
Agreement has been given separately and forms part of the
Annual Report as Annexure “E”.

INDUSTRIAL RELATIONS

The operation of the Factory has been suspended with effect
from March 25th 2010 as mentioned above and accordingly
there was no employee in the factory during the year.

ACKNOWLEDGEMENTS

Your Directors would like to express their gratitude and
appreciation for the assistance and cooperation received from
the Banks during the year under review.

Your Directors also place on record their deep sense of
appreciation for the devoted services rendered by all the
employees of the company.

By Order of the Board
For Shri Gang Industries and Allied Products Limited

Place : New Delhi
Dated : 04.12.2015

J.K. Jain

Chairman & Whole Time Director
DIN: 00120204

Address: Flat No. 001, Tower 8,
The Close South, Nirvana Country,
Sector 50, Gurgaon-122018, Haryana

Registered Office:

A-26 UPSIDC Industrial Area,

Sikandrabad, Bulandshahar, Uttar Pradesh