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Directors Report of Ganga Forging Ltd.
Mar 31, 2025
Your directors are pleased to present their 37th 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 31st
March, 2025, as compared with the previous year is summarized as below:
|
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 |
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 |
4,55,827 |
37,371 |
|
|
17 |
Total Comprehensive income for the year, |
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 19th
September, 2024 vide Circular No. 09/2024 and Circular issued by the Securities and Exchange
Board of India (SEBI) dated 03rd 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://www.gangaforging.com/InvestorsRelation/AnnualReports and also available on the
website of the Stock Exchange www.nseindia.com 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 31st 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:// www.gangaforging.com/investorsrelation/annualreports
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 14th
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:
a) in the preparation of the annual accounts, the applicable accounting standards had been
followed and there are no material departures from the same;
b) 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;
c) 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;
d) The directors had prepared annual accounts on a going concern basis;
e) 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.
f) 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:
a) 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.
b) 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.
c) Undisputed payment of Tax Dedusted at Source (TDS) of Rs. 17,66,060/- as per TRACES portal
outstanding as at 31st 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.
Further, 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
http:/ / www.gangaforging.com/investorsrelation/policiesandcodeofconduct
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 |
Date of |
Date of |
|
1. |
Hiralal Mahidas Tilva |
Managing Director |
00022539 |
02/04/2018 |
- |
|
2. |
Rakesh Chhaganlal |
Managing Director |
00510990 |
10/03/2016 |
- |
|
3. |
Sheetal Sanjivkumar |
Whole time |
07528297 |
01/09/2017 |
- |
|
4. |
Parulben Rakeshbhai |
Whole time |
07528313 |
01/09/2017 |
- |
|
5. |
Jasubhai Khimjibhai |
Independent Director |
01006449 |
21/04/2018 |
- |
|
6. |
Rameshbhai Gordhanbhai Dhingani |
Independent Director |
07946841 |
01/03/2018 |
|
|
7. |
Sagar Ramniklal |
Independent Director |
09185913 |
04/06/2021 |
- |
|
8. |
Nayankumar |
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 26th April,
2025. Further, Board of Directors had taken noting of his resignation in the Board Meeting held on
16th 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:// www.gangaforging.com/investorrelation/composition committee
1. 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.
2. 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.
3. 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:
|
Nomination and Remuneration |
|
|
Policy |
deConduct |
|
Terms and conditions of |
|
|
Appointment of Independent |
deConduct |
|
Director |
*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:
1. Shri. Hiralal M. Tilva, Chairman and Managing Director
2. Mr. Rakesh Patel, Managing Director
3. Mrs. Sheetal S. Chaniara, Whole time Director
4. Mrs. Parulben R. Patel, Whole time Director
5. Ms. Drashti Vaghasiya, Company Secretary and Compliance Officer
6. 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 20th
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:// www.gangaforging.com/investorrelation/policiesandcodeofconduct.
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 23rd 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:
1. 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;
2. 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;
3. 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.
4. The Company has filed an application in the 09th 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.
5. 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.
6. 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.
7. Number of employees as on the closure of financial year (Female :4 (all are Key Managerial
Personnel), Male:47, Transgender: Nil): Not Applicable
8. 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.
9. 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.
10. 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.
11. 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.
12. 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: 29th 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]
Mar 31, 2025
Your directors are pleased to present their 37th 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 31st
March, 2025, as compared with the previous year is summarized as below:
|
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 |
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 |
4,55,827 |
37,371 |
|
|
17 |
Total Comprehensive income for the year, |
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 19th
September, 2024 vide Circular No. 09/2024 and Circular issued by the Securities and Exchange
Board of India (SEBI) dated 03rd 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://www.gangaforging.com/InvestorsRelation/AnnualReports and also available on the
website of the Stock Exchange www.nseindia.com 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 31st 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:// www.gangaforging.com/investorsrelation/annualreports
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 14th
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:
a) in the preparation of the annual accounts, the applicable accounting standards had been
followed and there are no material departures from the same;
b) 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;
c) 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;
d) The directors had prepared annual accounts on a going concern basis;
e) 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.
f) 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:
a) 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.
b) 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.
c) Undisputed payment of Tax Dedusted at Source (TDS) of Rs. 17,66,060/- as per TRACES portal
outstanding as at 31st 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.
Further, 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
http:/ / www.gangaforging.com/investorsrelation/policiesandcodeofconduct
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 |
Date of |
Date of |
|
1. |
Hiralal Mahidas Tilva |
Managing Director |
00022539 |
02/04/2018 |
- |
|
2. |
Rakesh Chhaganlal |
Managing Director |
00510990 |
10/03/2016 |
- |
|
3. |
Sheetal Sanjivkumar |
Whole time |
07528297 |
01/09/2017 |
- |
|
4. |
Parulben Rakeshbhai |
Whole time |
07528313 |
01/09/2017 |
- |
|
5. |
Jasubhai Khimjibhai |
Independent Director |
01006449 |
21/04/2018 |
- |
|
6. |
Rameshbhai Gordhanbhai Dhingani |
Independent Director |
07946841 |
01/03/2018 |
|
|
7. |
Sagar Ramniklal |
Independent Director |
09185913 |
04/06/2021 |
- |
|
8. |
Nayankumar |
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 26th April,
2025. Further, Board of Directors had taken noting of his resignation in the Board Meeting held on
16th 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:// www.gangaforging.com/investorrelation/composition committee
1. 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.
2. 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.
3. 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:
|
Nomination and Remuneration |
|
|
Policy |
deConduct |
|
Terms and conditions of |
|
|
Appointment of Independent |
deConduct |
|
Director |
*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:
1. Shri. Hiralal M. Tilva, Chairman and Managing Director
2. Mr. Rakesh Patel, Managing Director
3. Mrs. Sheetal S. Chaniara, Whole time Director
4. Mrs. Parulben R. Patel, Whole time Director
5. Ms. Drashti Vaghasiya, Company Secretary and Compliance Officer
6. 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 20th
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:// www.gangaforging.com/investorrelation/policiesandcodeofconduct.
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 23rd 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:
1. 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;
2. 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;
3. 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.
4. The Company has filed an application in the 09th 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.
5. 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.
6. 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.
7. Number of employees as on the closure of financial year (Female :4 (all are Key Managerial
Personnel), Male:47, Transgender: Nil): Not Applicable
8. 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.
9. 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.
10. 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.
11. 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.
12. 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: 29th 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]
Mar 31, 2024
Your Directors are pleased to present their 36th Annual Report for the financial year ended on 31st March, 2024.
FINANCIAL RESULTS:
The financial performance of the company on a standalone basis for the Financial Year ended on 31st March, 2024, as compared with the previous year is summarized as below:
|
Sr. No. |
Particulars |
2023-24 |
2022-23 |
|
1 |
Revenue from Operation |
37,21,24,018 |
33,40,96,143 |
|
2 |
Other Income |
9,30,198 |
7,66,628 |
|
3 |
Total Revenue (1 2) |
37,30,54,216 |
33,48,62,771 |
|
4 |
Cost of Materials consumed |
26,55,58,490 |
23,37,77,523 |
|
5 |
(Increase)/decrease in inventory |
(2,59,43,083) |
(1,00,79,945) |
|
6 |
Employees Benefits Expense |
2,00,01,026 |
1,93,69,154 |
|
7 |
Depreciation & Amortization Exp. |
99,68,863 |
87,63,338 |
|
8 |
Finance Cost |
85,07,336 |
80,86,769 |
|
9 |
Other Expenses |
8,75,36,988 |
7,11,14,147 |
|
10 |
Profit/(Loss) Before Exceptional items and Tax |
74,24,593 |
38,31,786 |
|
11 |
Exceptional items |
(1,16,948) |
(49,82,600) |
|
12 |
Profit Before Tax |
75,41,541 |
88,14,386 |
|
13 |
Current Tax |
0 |
0 |
|
14 |
Deferred Tax |
31,07,476 |
(77,56,228) |
|
15 |
Profit / (Loss) After Tax (PAT) |
44,34,065 |
1,65,70,614 |
|
16 |
Other Comprehensive income |
||
|
Items that will not be reclassified to statement of Profit and Loss |
37,371 |
2,75,900 |
|
|
17 |
Total Comprehensive income for the year, net of tax |
44,71,436 |
1,68,46,514 |
PERFORMANCE OF THE COMPANY:
During the reporting period, the company has earned Revenue of Rs. 37,21,24,018/- as compared to Rs. 33,40,96,143/- during the previous financial year 2022-23. Hence, the revenue of the company has been increased by more than 10 percent as compared to previous fiscal. Further, the Profit after Tax (PAT) of the company for the reporting year is Rs. 44,34,065/- whereas it was Rs. 1,65,70,614/-in the previous fiscal. The reason for decrease in Profit of the company is due to Deferred Tax Liability during the reporting period as compared to deferred tax asset during the previous fiscal. Your management is optimistic about the growth of the company in the years to come.
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 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 read with Rule 10 of the Companies (Accounts) Rules, 2014 and also read with Ministry of Corporate Affairs (MCA) General Circular dated 25th September, 2023 vide Circular No. 09/2023 and Circular issued by the Securities and Exchange Board of India (SEBI) dated 07th October, 2023 vide SEBI/HO/ CFD/ CFD-PoD-2/P/ CIR/2023/167, soft copy of Annual Report of the company for the financial year 2023-24 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, the Annual Report for the F.Y. 2023-24 will also be 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://www.gangaforging.com/InvestorsRelation/AnnualReports and also available on the
website of the Stock Exchange www.nseindia.com 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 2023-24. CHANGE IN NATURE OF BUSINESS:
There has been no change in nature of business of the Company during the year under report. SHARE CAPITAL:
The paid-up share capital of the company as on 31st March, 2024 was Rs. 13,41,77,230 (Rupees Thirteen Crore Forty-One Lacs Seventy-Seven Thousand Two Hundred and Thirty Only) divided into 13,41,77,230 (Thirteen Crore Forty-One Lacs Seventy-Seven Thousand Two Hundred and Thirty) Equity Share of Re. 1/- (Rupee One Only) each.
During the reporting period following changes had been made in the capital structure of the Company:
1. Authorized Share Capital of the Company had been increased from Rs. 12,00,00,000/- (Rupees Twelve Crores Only) to Rs. 18,00,00,000/- (Rupees Eighteen Crores Only) divided into 18,00,00,000 Equity Shares of Re. 1/- each.
2. Allotted 4,92,50,000 warrants each convertible into or exchangeable for 1 (one) fully paid-up equity share of the Company having face value of Re. 1/- (Rupee One Only) ("Equity Share") at a price of Rs. 5.20/- (Five Rupees and Twenty Paisa Only).
3. Converted 2,82,12,820 Warrants into fully paid-up Equity Shares of the Company.
Furthermore, after the end of financial year but before the date of signing of this report another 6,25,000 Warrants converted into equity shares and thereby total paid-up equity share capital of the company increased from Rs. 13,41,77,230 to Rs. 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:
During the year, the Company made preferential allotment of 4,92,50,000 Convertible Warrants at a price of Rs. 5.20 each, on payment of Rs. 1.30 (25% of the issue price i.e. 25% of Rs. 5.20/-) per Warrant on application and balance amount to be paid within 18 Months from the date of allotment of Convertible Warrants. Therefore, the company has raised Rs. 6,40,25,000/- on allotment of Warrants.
Further, the company raised Rs. 11,00,29,998/- towards balance payment (remaining 75% of the issue price i.e. Rs. 3.90/ -) on conversion of 2,82,12,820 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.
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 2023-24 is placed on the website of the Company at the link https://www.gangaforging.com/investorsrelation/annualreports
BOARD MEETINGS AND INDEPENDENT DIRECTORS MEETING:
During the year under review, 20 (Twenty) number of Board meetings were held on 30/05/2023, 06/06/2023, 22/06/2023, 07/07/2023, 01/08/2023, 08/08/2023, 10/08/2023, 01/09/2023,
26/09/2023, 14/10/2023, 27/10/2023, 17/11/2023, 22/11/2023, 04/12/2023, 26/12/2023,
23/01/2024, 01/02/2024, 13/02/2024, 01/03/2024 and 30/03/2024 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 30th March, 2024 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:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;
b) 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;
c) 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;
d) The directors had prepared annual accounts on a going concern basis;
e) 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.
f) 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 FY 2024. 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 and for job work. The said transactions were carried on at arm''s length price and in the ordinary course of business, and hence do not fall within purview of Section 188(1) of the Companies Act 2013. However, the company has provided voluntarily 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:
Members are already aware that M/s* Nitesh A. Joshi & Co. Chartered Accountants [Firm Registration No. 127578W] Rajkot had been appointed as statutory auditor of the company in the Annual General Meeting (AGM) of the company held on 24th September, 2019 to hold office from the conclusion of that AGM till the conclusion of AGM to be held in the 2024 (for the financial year 2023-24). As the tenure of Nitesh A. Joshi & Co. is expiring on conclusion of this ensuing AGM.
Therefore, based on the recommendations of Audit Committee, the Board has proposed the 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 this ensuing AGM till the conclusion of AGM to be held in the year 2029 (for the financial year 2028-29), subject to your approval in the ensuing AGM by passing of Ordinary Resolution on such remuneration as may be decided and approved by Board of Directors of the Company in consultation with Audit Committee of the company.
The company has also received confirmation from M. N. Manvar & Co. that they are eligible and not disqualified under section 141 of the Companies Act, 2013 and the Rules framed thereunder, for being appointed as the Auditors of the Company. Further, as required under Regulation 33(1)(d) of SEBI Listing regulations the proposed auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Auditor''s Report along with financial statements and all its annexures forming part thereof for the financial year ended March 31, 2024 forms part of this Annual Report and same does not contain any qualification, reservation or adverse remark.
There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.
Audit Observations & reply of the Board:
Auditor has observed that during the reporting period 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. 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.
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 2023-24.
Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the Financial Year ended on March 31, 2024 is attached to the Director''s Report as "Annexure II".
Secretarial has observed that:
1. Disclosures under Regulation 31 (4) of SEBI (SAST) Regulations, 2011: The disclosure by the promoter of company that he, along with persons acting in concert, has not made any encumbrance, directly or indirectly, was filed after its due date of filing.
2. No insider(s) shall trade in securities when in possession of UPSI Regulation 4[1] of PIT Regulation: 1). Mr. Sanjivkumar Chhhaniyara, Spouse of Promoter and being Son-in-Law of Promoter, had sold the shares of the Company during the closure of trading window. However as explained to us, the transaction was entered into inadvertently and further, the Company had levied fine of Rs.40,000/- on Mr. Sanjivkumar Chhhaniyara and he had paid the said fine to the Company.
Mrs. Parulben Rakeshbhai Patel Spouse of Promoter had sold the shares of the Company on 9 th January, 2024 which is during the closure of trading window.
3. Schedule XIX - Para (2) of ICDR Regulations 2018 under heading Application for listing:
1) An application for the listing was not been made within 20 days of allotment of Equity shares. The Board had made the allotment of 12,50,000 Equity Shares upon conversion of Warrants into Equity Shares on 23.01.2024 and the Company filed the application for listing approval on 16.02.2024
2) The Board had made the Allotment of 79,15,000 Equity Shares upon conversion of warrants was made on 13.02.2024 and the Company filed the application for listing on 24.03.2024. Further, the Company has made the Allotment of Equity Shares upon conversation of Warrants into Equity Shares in different trenches and accordingly the Listing Applications were made on each allotment(s). However, due to some technical issues, the NSE has rejected some of the Listing Applications and the Company has applied to NSE with fresh Listing Application and had received the Listing and Trading Approval(s) for each application accordingly.
4. The Company had filed the e-from MGT-14 (filling of Resolution for Allotment of Equity Shares upon conversion of Warrants) after due dates, with payment of Additional Fees.
Reply of the Board of Directors on observations made by Secretarial Auditor:
1. As the Shares of promoters and promoter group were not encumbered and hence, we haven''t received disclosure as per Reg. 31(4) from Promoter and promoter group and so it was not filed. However, we filed the same within the time limit given by the NSE in its email. The Board of Directors ensures for timely compliances from a day onwards.
2. Chairman & Managing Director of the company had informed the Audit Committee regarding this transaction, the Committee levied fine of Rs. 40,000 as per Code of Conduct adopted by the Board for Insider Trading and the Company had collected the fine and deposited the said Rs. 40000/- in SEBI-IPEF Account on 1.12.2023.
Further, with respect to transaction done by Mrs. Parulben Patel, the Company had followed same process and levied fine of Rs. 50,000 and the Company had collected the fine and deposited the said Rs. 40000/- in SEBI-IPEF Account, after the end of financial year but as on the date of this report.
3. The NSE levied the SOP Fine of Rs. 20000 per day for delay in compliance by 4 days and the Company has already paid the Fine of Rs. 94400/- (including GST) on 30.04.2024. Further, for the rejected listing applications, the Company has applied to NSE with fresh Listing Application and had received the Listing and Trading Approval(s) for each application accordingly.
4. The Board of Directors shall take due care for filing of e-Forms within the time as prescribed in the Act.
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.
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 |
2023-24 |
2022-23 |
|
Foreign Exchange Earnings |
2,04,67,515 |
Rs. 1,52,28,878 |
|
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 accorded 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
http:/ / www.gangaforging.com/investorsrelation/policiesandcodeofconduct
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 from CS Purvi Dave, Partner, MJP Associates, Practising Company Secretaries Certificate thereon 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, Mrs. Parulben Rakeshbhai Patel, Wholetime Director [DIN: 07528313] will retire by rotation at the ensuing AGM, and being eligible, offer herself 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 her re-appointment is provided in the Notice.
As on 31st March, 2024, 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 |
Mr. Nishith Trivedi [DIN: 10332082] was appointed as an Additional Director under the category of Independent Director by the Board in the Board Meeting held on 26th September, 2023 and his appointment as an independent Director also approved by the members by passing Special Resolution through Postal Ballot (e-Voting) on 22nd December, 2023.
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:// www.gangaforging.com/investorrelation/composition committee
1. AUDIT COMMITTEE:
The details related to composition of Audit 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.
2. NOMINATION AND REMUNERATION COMMITTEE:
The details related to composition of Nomination and Remuneration 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.
3. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The details 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:
|
Policy on Board Diversity |
Policies And Code of Conduct (gangaforging.com) |
|
Code of conduct for Director and Senior |
Policies And Code of Conduct (gangaforging.com) |
|
Management |
|
|
Corporate Social Responsibility Policy |
Policies And Code of Conduct (gangaforging.com) |
|
Dividend Distribution Policy |
Policies And Code of Conduct (gangaforging.com) |
|
Evaluation Policy |
Policies And Code of Conduct (gangaforging.com) |
|
Policy on Determination of Materiality of |
Policies And Code of Conduct (gangaforging.com) |
|
Events |
|
|
Policy On Material Subsidiaries and |
Policies And Code of Conduct (gangaforging.com) |
|
Governance of Subsidiaries |
|
|
Policy for Insider Trading |
Policies And Code of Conduct (gangaforging.com) |
|
Policy On Preservation of Documents |
Policies And Code of Conduct (gangaforging.com) |
|
Policy on prevention of Sexual Harassment |
Policies And Code of Conduct (gangaforging.com) |
|
at work place |
|
|
Related Party Transactions Policy |
Policies And Code of Conduct (gangaforging.com) |
|
Webarchival Policy |
Policies And Code of Conduct (gangaforging.com) |
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Whistle Blower Policy |
Policies And Code of Conduct (gangaforging.com) |
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Familiarization Programme of Independent |
Policies And Code of Conduct (gangaforging.com) |
|
Director |
|
|
Nomination and Remuneration Policy |
Policies And Code of Conduct (gangaforging.com) |
|
Terms and conditions of Appointment of |
Policies And Code of Conduct (gangaforging.com) |
|
Independent Director |
*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:
1. Shri. Hiralal M. Tilva, Chairman and Managing Director
2. Mr. Rakesh Patel, Managing Director
3. Mrs. Sheetal S. Chaniara, Whole time Director
4. Mrs. Parulben R. Patel, Whole time Director
5. Ms. Drashti Vaghasiya, Company Secretary and Compliance Officer
6. 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, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Shareholders Relationship committee, 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 also evaluated by the independent directors at the separate meeting of the Independent Directors of the Company.
COST RECORDS AND AUDIT:
The company is not required to maintain cost records as prescribed by the Central Government under Section 148(1) of the Companies Act, 2013. Therefore, no cost records have been maintained by the company. Therefore, requirements for cost audit shall 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 2023-24 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. All women associated with the company 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:// www.gangaforging.com/investorrelation/policiesandcodeofconduct.
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- IVâ.
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. 2023-24 forms part of this report as "Annexure - Vâ.
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 23rd July, 2020 the Company has transferred Rs. 40,000 to Investor Protection and Education Fund (IPEF), collected from Designated Person for contravention of Code of Conduct.
Further, after the end of financial year but as on the date of this report the company has also transferred another Rs. 50,000 to IPEF account, collected from the Designated Person for contravention of Code of Conduct.
SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:
As at 31st March, 2024, 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:
1. 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;
2. 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;
3. 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
4. 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.
5. 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.
6. 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.
7. 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.
8. 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 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: 30th August, 2024 By Order of the Board of Directors
For, Ganga Forging Limited
Place: Sadak Pipaliya
Sd/-
(Hiralal M. Tilva)
Chairman & Managing Director [DIN: 00022539]
Mar 31, 2023
Your Directors are pleased to present their Annual Report for the financial year ended on 31st March, 2023.
FINANCIAL RESULTS:
The financial performance of the company on a standalone basis for the Financial Year ended on 31st March, 2023, as compared with the previous year is summarized as below:
(Amt. in Rs.)
|
Sr. No. |
Particulars |
2022-23 |
2021-22 |
|
1 |
Revenue from Operation |
33,40,96,143 |
28,83,17,870 |
|
2 |
Other Income |
7,66,628 |
51,53,447 |
|
3 |
Total Revenue (1 2) |
33,48,62,771 |
29,17,40,774 |
|
4 |
Cost of Materials consumed |
23,37,77,523 |
20,14,96,536 |
|
5 |
(Increase)/decrease in inventory |
(1,00,79,945) |
(2,11,57,859) |
|
6 |
Employees Benefits Expense |
1,93,69,154 |
2,15,68,127 |
|
7 |
Depreciation & Amortization Exp. |
80,86,769 |
88,21,444 |
|
8 |
Finance Cost |
87,63,338 |
94,70,543 |
|
9 |
Other Expenses |
7,11,14,147 |
5,92,89,013 |
|
10 |
Profit/(Loss) Before Exceptional items and Tax |
38,31,786 |
1,22,52,971 |
|
11 |
Exceptional items |
(49,82,600) |
(74,80,961) |
|
12 |
Profit Before Tax |
88,14,386 |
1,97,33,931 |
|
13 |
Current Tax |
0 |
7,09,971 |
|
14 |
Deferred Tax |
(77,56,228) |
86,80,196 |
|
15 |
Profit / (Loss) After Tax (PAT) |
1,65,70,614 |
1,03,43,764 |
|
16 |
Other Comprehensive income |
||
|
Items that will not be reclassified to statement of Profit and Loss |
2,75,900 |
2,58,493 |
|
|
17 |
Total Comprehensive income for the year, net of tax |
1,68,46,514 |
1,06,02,257 |
PERFORMANCE OF THE COMPANY:
During the financial year 2022-23, the company has earned Revenue from Operation of Rs. 33,40,96,143/- as compared to Rs. 28,65,87,327/- during the previous financial year. Further, the company has recorded Profit after Tax of Rs. 1,65,70,614/- during the reporting year in comparison to Rs. 1,03,43,765/- earned in the previous financial year. Total Comprehensive income for the year is Rs. 1,68,46,514/- as it was Rs. 1,06,02,258/- in the previous year. Hence, we can say that comprehensive income of the company had been increased by more than 50% as compared to previous year. We assure for better performance of the company in the years to come.
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). Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis for the year under review forming part of this Annual Report.
RECOGNISITION FROM THE MINISTRY OF RAILWAYS, GOVERNMENT OF INDIA:
During the reporting period, your company had been recognized as an Approved Vendor from Ministry of Railways, Government of India
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 read with Rule 10 of the Companies (Accounts) Rules, 2014 and also read with Circular issued by the Securities and Exchange Board of India (SEBI) dated 05th January, 2023 vide SEBI/HO/CFD/PoD-2/P/CIR/2023/4, soft copy of Annual Report of the company for the financial year 2022-23 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, the Annual Report for the F.Y. 2022-23 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://www.gangaforging.com/InvestorsRelation/AnnualReports and also available on the website of the Stock Exchange www.nseindia.com 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, your Directors do not recommend any dividend.
Moreover, no amount is being transferred to general reserves.
CHANGE IN NATURE OF BUSINESS:
There has been no change in nature of business of the Company during the year under report.
SHARE CAPITAL:
The paid up share capital of the company as on 31st March, 2023 was Rs. 10,59,64,410 (Rupees Ten Crore Fifty-Nine Lacs Sixty-Four Thousand Four Hundred and Ten Only) divided into 10,59,64,410 (Ten Crore Fifty-Nine Lacs Sixty-Four Thousand Four Hundred and Ten) Equity Share of Re. 1/- (Rupee One Only) each.
After the end of Financial Year but before the date of signing of this report Following changes made in the capital of the company:
1. Authorized Share Capital of the Company had been increased from Rs. 12,00,00,000/- (Rupees Twelve Crores Only) to Rs. 18,00,00,000/- (Rupees Eighteen Crores Only) divided into 18,00,00,000 Equity Shares of Re. 1/- each.
2. Allotted 4,92,50,000 warrants each convertible into or exchangeable for 1 (one) fully paid-up equity share of the Company presently have face value of Re. 1/- (Rupees One Only) ("Equity Share") at a price of Rs. 5.20/- (Five Rupees and Twenty Paisa Only).
Further, during the year under report the Company has not issued any share with differential voting rights nor granted stock options or sweat equity.
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 2022-23 is placed on the website of the Company at the link
https://www.gangaforging.com/investorsrelation/annualreports
BOARD MEETINGS AND INDEPENDENT DIRECTORS MEETING:
During the year under review, 9 (Nine) number of Board meetings were held on 29/04/2022, 24/05/2022, 04/08/2022, 23/08/2022, 02/09/2022, 20/10/2022, 10/02/2022, 23/02/2022 and 07/03/2023 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 meeting of the Independent Directors of the company was held on 23rd February, 2023 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.
Non- Executive including Independent Directors plays a crucial role in balancing the functioning of the Board by providing independent judgments on various issues raised in the Board meetings like formulation in business strategies, monitoring of performances etc. Their role, inter alia, includes:
⢠Impart balance to the Board by providing Independent Judgements
⢠Provide feedback on company''s Strategy and Performances
⢠Provide effective recommendations for further improvements
⢠To balance and safeguard the interest of the Stakeholders
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:
All the Independent Directors have confirmed and give a declaration to the Board that they meet the criteria of Independence as specified under Section 149(6) of the Companies Act, 2013 and Regulation 16 read with regulation 25 of the Listing Regulations that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and also confirmed that they have registered themselves 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:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;
b) 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;
c) 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;
d) he directors had prepared annual accounts on a going concern basis;
e) 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 as at 31st March, 2023 based on the internal control over financial reporting criteria established by the company.
f) 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;
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 and for job work. The said transactions were carried on at arm''s length price and in the ordinary course of business, and hence do not fall within purview of Section 188(1) of the Companies Act 2013. 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:
Members are already aware that M/s. Nitesh A. Joshi & Co. Chartered Accountants [Firm Registration No. 127578W] Rajkot had been appointed as statutory auditor of the company in the Annual General Meeting of the company held on 24th September, 2019 to hold office from the conclusion of that annual general meeting till the conclusion of Annual General meeting to be held in the 2024 (for the financial year 2023-24) by passing of Ordinary Resolution on such remuneration as may be decided and approved by Board of Directors of the Company in consultation with Audit Committee of the company.
The Auditor''s Report along with financial statements and all its annexures forming part thereof for the financial year ended March 31, 2023 forms part of this Annual Report and same does not contain any qualification, reservation or adverse remark.
There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.
The matters which were of most significance in audit as per the opinion of the auditor, has been provided as key audit matters in their report read with the relevant notes to accounts in schedule are self-explanatory and do not require further explanation.
Audit Observations & reply of the Board:
Auditors have observed that there is delay in payment of undisputed statutory dues in few cases. The Board would like to clarify that due to financial crunches company fails to make the payment of dues within the prescribed time but it was not outstanding as at 31st March, 2023 for more than six months. The management ensures for timely deposit of undisputed statutory dues from FY 2023-24 onwards.
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, Practising Company Secretaries, Rajkot as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for the FY 2022-23.
Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the Financial Year ended on March 31, 2023 is attached to the Director''s Report as "Annexure II".
Secretarial has observed that:
1. Compliances under Structural Digital Database: The company had installed the SDD Software in November, 2022 and therefore, entries are not made during the period from applicability of circular (i.e. July -2022 till October, 2022)
2. The Company created Charge with Axis Banks on working capital on all Moveable Fixed assets & Plant & Machineries [present and future] and on immovable properties for which, the Company had filed the e-Form CHG-1 for modification of Hypothecation with Additional Fees & for Equitable Mortgage of charge filed after due dates, with payment of Additional Fees and in the event have also paid Ad Valorem Duty. The said modifications in Charges were duly registered with the Registrar.
Reply of the Board of Directors on observations made by Secretarial Auditor:
1. The company had installed software of Structured Digital Database (SDD) in the month of November, 2022 and after that company had regularly complied with all the provisions related to SDD. Further, the Board shall take due care for the timely compliance of all the applicable provisions to the company.
2. Delay in filing of Form CHG-1 for Modification of equitable mortgage and for hypothecation was due to administrative delay from the Banker side. The Board shall ensure for timely compliance of all the applicable provisions to the company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company is constantly taking various steps for conservation of energy. Further, your company is increasingly using information technology in its operations and promotes conservation of energy and resources.
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 |
2022-23 |
2021-22 |
|
Foreign Exchange Earnings |
Rs. 1,52,28,878 |
Rs. 3,52,98,256 |
|
Foreign Exchange Outgo |
Nil |
Rs. 1,86,96,656 (⬠2,17,800) |
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, at Ganga Forging Limited we strongly believe that it''s our moral responsibility to play an active role in discharging the environmental and social obligations for the welfare of society in which we operate.
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 accorded complete protection from any kind of unfair treatment or victimization. The vigil mechanism policy has also been uploaded on the website of the company at http://www.gangaforging.com/investorsrelation/policiesandcodeofconduct
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 from CS Purvi Dave, Partner, MJP Associates, Practising Company Secretaries Certificate thereon 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, Mrs. Sheetal Chaniara, Wholetime Director [DIN: 07528297] will retire by rotation at the ensuing AGM, and being eligible, offer herself 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 her re-appointment is provided in the Notice.
As on 31st March, 2023, the Board of Directors comprised of the following Directors:
|
Sr. No. |
Name |
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 (Additional Director) |
03297965 |
12/03/2022 |
Further, in the Annual General Meeting held on 30th September, 2022 Members had approved Re-appointment of Mr. Hiralal Tilva, Chairman and Managing Director, Mr. Rakesh Patel, Managing Director, Mrs. Parul Patel, Wholetime Director, Mrs. Sheetal Chaniara, Wholetime Director, Mr. Jasubhai Patel, Independent Director and Mr. Rameshbhai Dhingani Independent Director of the Company for second term of five-year based on recommendations made by the Nomination and Remuneration Committee and considered by the Board.
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://www.gangaforging.com/investorrelation/composition committee
1. AUDIT COMMITTEE:
Composition of the Audit Committee meets the requirement of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee comprised of 3 members. The details of composition of the Audit Committee along with their meetings held and attended is as follow:
|
Sr No. |
Name |
Status |
Category |
No. of Meetings held/attended |
|
1 |
Mr. Jasubhai Patel |
Chairperson |
Non-Executive & Independent Director |
5/5 |
|
2 |
Mr. Ramesh Dhingani |
Member |
Non-Executive & Independent Director |
4/5 |
|
3 |
Mr. Sagar Ramniklal Govani |
Member |
Non-Executive & Independent Director |
5/5 |
During the year under report, meetings of the Audit Committee were held on 24/05/2022, 04/08/2022, 02/09/2022, 20/10/2022 and 10/02/2023.
2. NOMINATION AND REMUNERATION COMMITTEE:
Composition of the Nomination and Remuneration Committee meets the requirement of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Nomination and Remuneration Committee comprised of 3 members. The details of composition of the Nomination and Remuneration Committee along with their meetings held and attended is as follow:
|
Sr No. |
Name |
Status |
Category |
No. of Meetings held/attended |
|
1 |
Mr. Ramesh Dhingani |
Chairperson |
Non-Executive & Independent Director |
1/1 |
|
2 |
Mr. Sagar Ramniklal Govani |
Member |
Non-Executive & Independent Director |
1/1 |
|
3 |
Mr. Jasubhai Patel |
Member |
Non-Executive & Independent Director |
1/1 |
During the year under report, Nomination and Remuneration Committee of the company met once on 02nd September, 2022 and the said meeting was attended by requisite members of the committee.
3. STAKEHOLDERS RELATIONSHIP COMMITTEE:
Composition of the Stakeholders Relationship Committee meets the requirement of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Stakeholders Relationship Committee comprised of 3 members. The Stakeholders Relationship Committee is mainly responsible to review grievances related to security of the company and for redressal of any other complaints received from the investors/stakeholders of the company. The details of composition of the Stakeholders Relationship Committee along with their meeting held and attended is as follow:
|
Sr No. |
Name |
Status |
Category |
No. of Meetings held/attended |
|
2 |
Mr. Jasubhai Patel |
Chairperson |
Non-Executive & Independent Director |
1/1 |
|
3 |
Mr. Rakesh Patel |
Member |
Managing Director |
1/1 |
|
4 |
Mr. Ramesh Dhingani |
Member |
Non-Executive & Independent Director |
1/1 |
During the year under report, Stakeholders Relationship Committee of the company met once on 23rd February, 2023 and the said meeting was attended by requisite committee members.
CORPORATE POLICIES:
We seek to promote and follow the highest 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 |
Policies And Code of Conduct (aanaaforaina.com) |
|
Code of conduct for Director and Senior Management |
Policies And Code of Conduct (aanaaforaina.com) |
|
Corporate Social Responsibility Policy |
Policies And Code of Conduct (aanaaforaina.com) |
|
Dividend Distribution Policy |
Policies And Code of Conduct (aanaaforaina.com) |
|
Evaluation Policy |
Policies And Code of Conduct (aanaaforaina.com) |
|
Policy on Determination of Materiality of Events |
Policies And Code of Conduct (aanaaforaina.com) |
|
Policy On Material Subsidiaries And Governance Of Subsidiaries |
Policies And Code of Conduct (aanaaforaina.com) |
|
Policy for Insider Trading |
Policies And Code of Conduct (aanaaforaina.com) |
|
Policy On Preservation Of Documents |
Policies And Code of Conduct (aanaaforaina.com) |
|
Policy on prevention of Sexual Harassment at work place |
Policies And Code of Conduct (aanaaforaina.com) |
|
Related Party Transactions Policy |
Policies And Code of Conduct (aanaaforaina.com) |
|
Webarchival Policy |
Policies And Code of Conduct (aanaaforaina.com) |
|
Whistle Blower Policy |
Policies And Code of Conduct (aanaaforaina.com) |
|
Familiarization Programme of Independent Director |
Policies And Code of Conduct (aanaaforaina.com) |
|
Nomination and Remuneration Policy |
Policies And Code of Conduct (aanaaforaina.com) |
|
Terms and conditions of Appointment of Independent Director |
Policies And Code of Conduct (aanaaforaina.com) |
*the URL for all the above mentioned policies is having common web link.
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:
1. Shri. Hiralal M. Tilva, Chairman and Managing Director
2. Mr. Rakesh Patel, Managing Director
3. Mrs. Sheetal S. Chaniara, Whole time Director
4. Mrs. Parulben R. Patel, Whole time Director
5. Ms. Drashti Vaghasiya, Company Secretary and Compliance Officer
6. Mrs. Avni Dadhaniya, Chief Financial Officer (CFO)
PARTICULARS Ol'' IMPI.OYH S:
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, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Shareholders Relationship committee, 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 also evaluated by the independent directors at the separate meeting of the Independent Directors of the Company.
COST RECORDS AND AUDIT:
The company is not required to maintain cost records as prescribed by the Central Government under Section 148(1) of the Companies Act, 2013. Therefore, no cost records have been maintained by the company. Therefore, requirements for cost audit shall 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 2022-23 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. All women associated with the company are covered under Ihis 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://www.gangaforging.com/investorrelation/policiesandcodeofconduct.
To redress 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 2022-23:
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. 2022-23 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.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under review, the provision of section 125(2) of the Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by Central Government of India.
SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:
As at 31st March, 2023, 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:
1. 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;
2. 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;
3. 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
4. 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.
5. 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.
6. 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.
7. 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.
8. 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 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 : 01/09/2023 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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