IIT Investrust Limited

DIRECTORS' REPORT

TO,

THE MEMBERS,

SHRI GANG INDUSTRIES AND ALLIED PRODUCT LIMITED

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

OPERATIONAL PERFORMANCE:

During the financial year 2014-15, the Company has recorded profit of Rs. 538,641 as compared to loss of Rupees 3,732,847 in last year.

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

The members are aware that due to adverse market conditions, the management of the company had suspended its manufacturing activities at the factory effective from 25th March 2010 and accordingly declared "lay-off" for indefinite period. The Market conditions are now stable and the Company has submitted a Modified Rehabilitation Scheme to Hon'ble BIFR and based on that the Company shall resume its manufacturing operating.

DIVIDEND

Due to the present financial position your Directors are unable to recommend any dividend for the year under review.

AMOUNTS TRANSFERRED TO RESERVES:

Due to inadequate profits, the company has not transferred any amount to reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

EXTRACT OF THE ANNUAL RETURN

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

CORPORATE SOCIAL RESPONSIBILITY

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

DETAILS OF SUBSIDIARIES/ JOINT VENTURE AND ASSOCIATES COMPANY

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at June 30, 2015 and of the profit or loss of the Company for the Financial year ended June 30, 2015.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The accounts have been prepared following the going concern assumption.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial Position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

AUDIT COMMITTEE

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

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

AUDITORS

M/s Satendra Rawat & Company, Chartered Accountants,

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

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

AUDIT REPORT

The Auditor had pointed out certain remarks, which are replied by the Board of Directors hereunder: Auditors Remark - 1

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

Board's Reply

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

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

Auditors Remark - 2

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

Board's Reply

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

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

Auditor Remarks-3

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

Board's Reply

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

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

Auditor Remarks-4

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

Board's Reply

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

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

Auditor's Remark-5

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

Board's Reply

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

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

Auditors Remark -6

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

Board's Reply

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

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

Hon'ble BIFR.

Auditor's Remark-7

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

Board's Reply

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

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

Auditors Remark -8

In Annexure to Para 1 (b) of the Auditor's Report it has been stated that "As explained and informed to us that the company's activities are suspended since March 2010 and the Management has stated to have carried out the physical verification of a part the fixed assets during the year under consideration. In the absence of adequate documents, we are unable to comment whether such physical verification was carried out or the frequency of such verification was reasonable having regard to the size of the company and nature of its fix assests. In the absence of any such records of the physical verification, the discrepancies, if any, between the physical assets and the book records are not ascertainable."

Board's Reply

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

Auditors Remark-9

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

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

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

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

Board's Reply

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

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

Auditor's Remark-10

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

Board's Reply

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

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

Auditors Remark -11

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

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

Board's Reply

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

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

SECRETARIAL AUDITOR

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

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

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

Secretarial Auditors Remark - 1

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

Board's Reply

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

Secretarial Auditors Remark - 2

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

dated 23.02.2015 & TC /203/383A/11004/489-490 No. dated 15.04.2015 respectively u/s 203 of the Act from Registrar of Companies, UP & Uttrakhand, Kanpur and the company has given the reply of the said show cause notice.

Board's Reply

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

Secretarial Auditors Remark - 3

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

Board's Reply

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

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

Secretarial Auditors Remark - 4

It was observed that tenure of Mr. Gyan Chand Jain, Mr. Rajesh Kumar Gupta and Mr. Narendra Singh Bisht, Independent Directors was not fixed in the Annual General Meeting held on December 30, 2014 as per the provisions of section 149, 152 read with Schedule IV of the Companies Act, 2013.

Board's Reply

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

Secretarial Auditors Remark - 5

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

Board's Reply

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

SHARE CAPITAL

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

CHANGE IN REGISTERED OFFICE:

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

NUMBER OF BOARD MEETING

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

CORPORATE GOVERNANCE DISCLOSURES

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

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

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

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

CODE OF CONDUCT:

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

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

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

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

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

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT

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

MEETING OF INDEPENDENT DIRECTORS

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

The Independent Directors at the meeting reviewed the following:-

• Performance of non-independent Directors and Board as a whole.

• Performance of Chairperson of the Company.

COMMITTEE

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

1. Audit Committee,

2. Nomination & Remuneration Committee and

3. Stakeholders Relationship Committee.

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

NOMINATION & REMUNERATION POLICY

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

PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review the Company has neither made any investment(s) nor given any loan(s) or guarantee(s) or provided any security which is covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

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

DEPOSITS

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

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

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

RISK MANAGEMENT

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

PERFORMANCE EVALUATION

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

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;

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

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board has approved the Vigil Mechanism/Whistle Blower Policy, a mechanism for employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. The mechanism also provide for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

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

PARTICULARS OF MANAGERIAL REMUNERATION AND EMPLOYEES

1. Disclosure in terms of Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:-

Notes:-

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

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

2. Disclosure in terms of Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:-

There was no employee who has drawn salary as mentioned in the aforesaid rule.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENTS

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

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

By Order of the Board

For Shri Gang Industries and Allied Products Limited

J.K. Jain

Chairman & Whole Time Director DIN: 00120204

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

Place : New Delhi

Dated : 04.12.2015

Registered Office:

A-26 UPSIDC Industrial Area, Sikandrabad, Bulandshahar, Uttar Pradesh