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Directors Report of Shri Gang Industries and Allied Products Ltd.

Jun 30, 2009

The directors have pleasure to presenting their Twentieth Annual Report along with the Audited Statements of Account for the year ended June 30, 2009.

Financial Results

Financial Results for the years operations and the comparative figures of the previous year are summarised below:

(Rs. In Lacs) Year ended Year ended June 30,2009 June 30, 2008

Sales 16877.69 18463.75

Profit before Financial Charges & Depreciation (1068.49) (662.49)

Financial Charges 76.01 79.77

Depreciation 94.35 93.08

Extra Ordinary Expenses :

Prior period Expenses 20.03 14.80

Net Profit/(Loss) before Tax 1258.70 847.26

Income Tax (Fringe Benefit Tax) 2.17 2.88

Net Profit (Loss) for the year (1261.06) (850.14)


Dividend - -

Transfer to General Reserve - -

Provision for Leave Enchasment revered under transitional provision as per AS 15 - 4.30

Loss brought forward (4387.82) (3541.98)

Transfer from Investment allowance reserves

Balance in profit & Loss Account carried to Balance sheet (5648.68) (4387.82)


In view of Companys Financial Position, the Directors are unable to recommend any dividend. The companys share are listed at Mumbai and the company has deposited the listing fee to the Stock Exchange for the year 2009- 2010 pursuant to clause 38 of the listing agreement.


During the year under review the company has incurred a loss of Rs 1261.06 Lacs. The major factor was sluggishness in the market resulting out of global meltdown last year. Due to general recession worldwide there was a steep decline in the prices of edible oils which also affected the business.


During the year the company has not accepted any public deposits. However, the company has accepted the deposits from the specified persons in earlier years and the statement in lieu of advertisement has been filed with the Registrar of Companies for those years. However there is no default in repayment of any deposit.


Shri Sanam Gambhir Director retire by rotation and being eligible offer himself for re-appointment. During the year, Shri S.K. Jain resigned from the Directorsship of the company. The expertise and invaluable guidance of Shri S.K. Jain has helped the company to a greater extent in forging ahead. The Board places on record its deep appreciation and gratitude for the valuable advise, guidance, assistance and service rendered by him during his tenure on the board.

Shri J.K. Jain was appointed as Additional Director under section 260 of the Companies Act, 1956 and Whole Times Director of the Company on 31.10.2009. The company has received the notice from member under section 257 of the Companies Act, 1956 proposing the appointment of Shri J.K. Jain as regular director of the company.

Directors Responsibility Statement

Pursuant to the provisions contained in section 217(2AA) of the Companies Act, 1956, the Directors of your company confirm:

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

b. That they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonablearid 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 2008-09 and of the loss of the company for that period.

c. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of mis Act for safeguarding the assets of the company for preventing and detecting fraud and other irregularities.

d. That they have prepared the annual accounts on a going concern basis. Audit Committee

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement for Corporate Governance your company has constituted the Audit Committee of the Board of Directors with the following composition as on 30th June 2009 :

1. Shri Sanam Gambhir

2. Shri S.k. Jain

3. Shri Inder Mani Mittal

The audit committee was re-constituted on 31st July 2009 by inducting Shri Gopal Dass Agarwal in place Shri S.K. Jain who has resigned from the Directorship and membership of the audit Committee.

This committee has reviewed the Accounts for the year ended June 30, 2009.

Corporate Governance

SGIAPL continues to function in a transparent manner with the basic philosophy to create wealth, besides taking care of the interest of all stakeholders including shareholders, banks, Financial Institutions, customers, Employees and the society at large.

Your company gives due emphasis on the adaptability to such procedures so as to ensure transparency, accountability & integrity in all respect. A separate section on Corporate Governance and a certificate from the Practising Company Secretary regarding compliance of conditions of Corporate governance as stipulated under clause 49 of the Listing Agreement with the stock exchanges from part of the Annual Report.


M/s Tas Associates, Chartered Accountants, Auditors of the company hold office until the conclusion of ensuring Annual General Meeting and your directors recommended their re-appointment. The company has received the requisite certificate from M/s Tas Associates, Chartered Accountants to the effect that their re-appointment of effected, would be within the limits prescribed u/s 224(1-B) of the Companies Act, 1956.


All the insurable interest of the company including inventories, building and plant & machinery under legislative enactments are adequately insured.

Disclosure of Particulars

As required by the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the relevant information and data is given in Annexure I to this Report.

Industrial Relations

The Industrial Relations have continued to be stable and harmonious during the course of the year. Your company has made sustained efforts to improve manpower productivity and employer-employee relations.

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1957 as amended, the names and other particulars of the employees are set out in Annexure II hereto forming part of this report.


We wish to place on record our sincere appreciation of the continued valuable, co-operation, guidance and support provided to the company by its bankers Punjab National Bank, Directorate of Vanaspati, Government of Uttar Pradesh and the local authorities.

The Directors also express their thanks to the large number of customers and associates for their patronage.

In the end, your directors wish to place on record their deep appreciation of the enthusiasm, initiative and hard work put in by the staff and workers of the company at all levels which enables your company to make all round progress.

For and on behalf of the Board For Shri Gang Industries & Allied Products Limited Sd/- J.KJain Place : NOIDA Chairman Date : November 27, 2009

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