Directors Report of Garg Furnace Ltd.

Mar 31, 2024

The D irectors of your company have pleasure in presenting the 51“ A

the affair of the company together with the Audited Accounts for the financial year

ending 31st March, 2024.

FINANCIAL RESULTS (Rupees in Lakhs)

2023-24 2022-23
Operating Income	25935.33	23824.42
Profit before tax & Exceptional items	555.84	593.95
Exceptional Items	0.00	0.00
Profit before tax	555.84	593.95
Provision for tax-Current	0.00	0.00
Tax related to earlier years	0.00	0.00
-Deferred Tax Asset	0.00	0.00
Less: IMat Credit Entitlement	0.00	0.00
Profit after Tax	555.84	593.95
Prior year Tax adjustments / Depreciation to Reverse as per Schedule II	0.00	0.00
Re-measurement of define benefit liability	2.99	2.56
APPROPRIATIONS
Transfer to General Reserve	0.00	0.00
Balance carried over to Balance Sheet	558.83	596.51

INDIAN ACCOUNTING STANDARDS:

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind-AS) as notified by Ministry of Corporate Affairs (^^CA) under Section 133 of the Co mpanies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.

DIVIDEND

The Board of Directors does not recommend payment of dividend for the year under review.

TRANSFER TO RESERVE:

During the year under review, the Company has not transferred any amount to the General Reserve.

SHARE CAPITAL

As on IMarch 31, 2024, the Authorised Share Capital of the Company ''was Rs.

10,00,00,000/- divided into 1,00,00,000 Eq uity Shares having face value of Rs. 10/- each. Further as on March 31, 2024, the issued, paid up and subscribed Share capital of the Company stood at Rs. 4,60,87,000/- divided into 46,08,700/- E quity Shares having face value of Rs. 10/- each.

During the year under review, . The Comp any has issued 28,00,000 convertible warrants out of which 6,00,000 warrants were converted into Equity Shares on

28.03.2024. The Comp any has allotted 6,00,000 E quity Shares pursuant to conversion of

''warrants. The Comp any has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or s''weat equity. As on March

31, 2024, Sh. Devinder Garg, Managing Director, Sh. Toshak Garg, Managing Director and Smt. V aneera Garg, Wholetime Director of the Company hold Convertible Warr ants into Equity Shares of the Company. Further there ''was no public issue, rights issue, bonus issue etc. during the year.

OPERATIONS

Detailed information on the operations of the different business lines of the Company and details on the state of affairs of the Company are covered in the M anagement Discussion and Analysis Report which form an integral part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company has been constituted in accordance with the applicable provisions of the Companies Act, 2013 ( Act ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("L isting Regulations "). The Board meets at regular intervals to discuss and decide on policy and strategy apart from other business discussions. Ho''wever, in case of a special and urgent business need, the Board s approval is taken by passing resolution(s) through circulation, as permitted by law, which is confirmed in the subsequent Board Meeting.

There ¦were 14 (F ourteen) meetings of the Board held during the year under review and the dates of the meetings are as follow!

27/04/2023, 30/05/2023, , 07/07/2023, 14/08/2023, 21/08/2023, 07/09/2023, 25/09/2023, 14/11/2023, 30/11/2023, 19/12/2023, 22/12/2023, 14/02/2024, 19/02/2024, and 28/03/2024.

COMMITTEES OF THE BOARD:

The B oard has constituted the following committees!

1. AUDIT COMMITTEE

During the year the constitution of the Audit Committee ''was changed w.ef. 14.08.2023.

Accordingly the Board has inducted IMs. P urti Katyal (N on''Executive Independent Director) as member of the Committee with effect August 14, 2023. Accord ingly as on March 31, 2024, the Audit Committee of the C ompany consists of Ms. Am m andeep Kaur (N on''Executive Independent Director) as Chairman, Ms. P urti Katyal (N on''Executive '' Independent Director) as IMe^ber and Ms. Jyoti Batra (N on''Executive Independent Director) as ^^e^ber. The Composition and ter^s of Reference of the Audit Committee is in line with Section 177 of the C ompanies Act, 2013 and rules made thereunder.

During the year under review, the Audit Committee met on Six (6) occa sions viz.

30.05.2023, 14.08.2023, 07.09.2023, 14.11.2023, 30.11.2023 and 14.02.2024. The members of

the Committee are the persons with ability to read, understand the Financial Statement. Not more than 120 days lapsed between any two consecutive meetings of the Audit Committee during the year. There has been no instance, where the Board has not accepted any recommendation of the Audit Committee. The necessary quorum was present at all the Me etings.

2. STAKEHOLDERS RELATIONSHIP COMMITTEE

As on March 31, 2024, the Stakeholders Relati onship Committee of the Company consists of Ms. A mandeep Kaur (N on''Executive''Independent Director) as Chairperson, Ms. Jyoti Batra (N on''Executive Independent Director) as IMe^ber and Ms. P urti Katyal (N on'' Executive Independent Director) as IMe^ber. The Composition and Terms of Reference of the Stakeholders Relationship Committee are in line with Section 178 of the Companies Act, 2013 and rules made the reunder.

During the year under review, the Stakeholders Relationship Committee met on ^)ne (1) occasions viz. 22.12.2023. The necessary quorum ''was present at all the meetings. No complaints remained unattended/ pending for more than thirty days. The C ompany has no share transfers/ transmission pending as on 31st March, 2024. F urther, no shareholders complaint/ grievance ''were received under ''SCORES'' during the Financial

Year 2023''2024.

3. NOMINATION AND REMUNERATION COMMITTEE

During the year, the constitution of the Nomination and Remuneration Committee was

changed w.ef. 30.11.2023. Accord ingly the Board has inducted Ms. P urti Katyal (N on'' Executive Independent Director) as member of the Committee with effect August 14, 2023. Acco rdingly as on March 31, 2024, the N omination and Remuneration Committee of the Company consists of Ms. A rnandeep Kaur (N on''Executive Independent Director) as Chairman, IMs. P urti Katyal (N on''Executive '' Independent Director) as Member and Ms. Jyoti Batra (N on''Executive Independent Director) as IMe^ber.. The Composition and terms of Reference of the Nomination and Remuneration Committee are in line with Section 178 of the C ompanies Act, 2013 and rules made thereunder.

During the year under review, the Nomination and Remuneration Committee met on

Four (4) occasions viz.27.04.2023, 30.05.2023, 14.08.2023 and 30.11.2023. The necessary

quorum ''was present at all the meetings.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on March 31, 2024, the Corporate Social Resp onsibility Committee of the Company consists of Ms. A andeep Kaur (N on-Executive Independent Director) as Chairman, Ms. P urti Katyal (N on-Executive - Independent Director) as Member and Ms. Jyoti Batra (N on-Executive Independent Director) as IMe^ber. The Composition and ter^s of Reference of the Corporate Social Responsibility Committee are in line with Section 135 of the Companies Act, 2013 and rules made thereunder.

During the year under revie''w, the Corporate Social Responsibility met on One (1) occasion viz. 14.02.2024. The necessary quorum ''was present at all the meetings.

CSR Policy

The Board of Directors of the Company has put in place a CSR policy in accordance with the provisions of Section 135 of the C ompanies Act, 2013. The CSR Policy of the C ompany

can be downloaded at website of the Company at https://gargfurnacelimited.com/

Further Annual Report on the CSR activities of the Company for the Financial Year 20232024 is attached here with as Annexure 1.

Annexure‘1

Att endance Details of Board and 0

Year 2023-2024:

o m m ittee

[Meetings held during the Fi

n a ncial

The details of meetings attended by the [Members of Board as ''well as Committe

are as follows.

Name of Director	Category	No. of Board [Meetings attended	No. of Committee [Meetings Attended
			Audit	Stakeholders Relationship	Nomination and Remuneration	Corporate Social Responsibility Committee
Mr. Devinder Garg	Chairman & Managing Director	14 out of 14	-	-	1 out of 1	-
Ms. Vaneera Garg	Wholetime Director	14 out of 14	1 out of 1	-	1 out of 1	-
Mr. Toshak Garg	Managing Director	10 out of 10	-	-	-	-
Mr. Dharam Chand	Non Executive Independent Director	1 out of 1	-	-	1 out of 1	-
Ms. Jyoti Batra	Non Executive Independent Director	13 out of 13	6 out of 6	1 out of 1	3 out of 3	1 out of 1
Ms. Amandeep Kaur	Non Executive Independent Director	14 out of 14	6 out of 6	1 out of 1	3 out of 3	1 out of 1
Ms. Purti Katyal	Non Executive Independent Director	10 out of 10	5 out of 5	1 out of 1	1 out of 1	1 out of 1

@A ppointed as M anaging Director with effect from 14th A ugust, 2023 $ Ceased to be a Director with effect from 30th May, 2023 Appointed as an Independent Director with effect from 27th April, 2023 # A ppointed as an Independent Director with effect from 14th A ugust, 2023

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under clause (c) of sub^-section (3) of section 134 of C o^panies Act, 2013

directors, to the best of their knowledge and belief, state that -

a) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures

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 loss of the Company for that period)

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

d) the directors had prepared the annual accounts on a going concern basis) and

e) the directors had laid do''wn internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively) and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems ''were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

In ter^s of Section 149(7) read with Schedule IV of the Companies Act, 2013, the

Company has received necessary declaration from all the Independent Directors of the Company. All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid do''wn under Section 149(6) of the Act, Regulation 16(1)(b) of the SEBI Li sting Regulations along with the declaration that they have registered themselves with the Independent Directors Database maintained by the IICA as provided in sub-rule (3) rule 6 of the Companies (Appo int^ent and Qualifications of Directors) Rules, 2014. I n the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act

and Regulation 16(1) (b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company s Code of Business Conduct & Ethics.

POLICIES

Your Company has framed the Policies (i) the Code of Practices and Procedures for Fair Disclosure of Unpublished Price S ensitive Information; (ii) the Code of Conduct as required under SEBI (Proh ibition of Insider Trading) Regulations, 2015, (iii) Policy on inquiry in case of leak of unpublished price sensitive information (UPSI) (iv) Policy for Preservation of Documents (v) Policy for determination of M ateriality of the Disclosure of Events & Information (vi) Archival Policy and the same is available on the website of Company at https://gargfurnacelimited.com/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The C ompany, during the year, has , made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties under the

provisions of Section 185 and 186 of the Co mpanies Act, 2013.

Information regarding loans, guarantees and investments covered under the

provisions of section 186 of the C ompanies Act, 2013 are detailed in the Financial Statements at Note No. 4.

PARTCULARS OF CONTRACTS AND ARRANGEMENT MADE WITH RELATED PARTY TRANSACTIONS

During the year under review, the Company is in compliance with the applicable

provisions of Section 177 and 188 of the Co mpanies Act, 2013 and SEBI (LODR)

Regulations, with respect to transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards. All the related party transactions entered into by the Company ''were in the ordinary course of business and ''were entered at Arm s Length basis, none of which ''was material in accordance with the Companys Related Party T ransactions Policy. Acco rdingly, the disclosure of Related Party Transactions as

required under Section 134(3)(h) of the C ompanies Act, 2013 in Form AOC-2 is annexed

as Annexure-2. Further there are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

Prior approval of the Audit Committee was also obtained for all the transactions entered into during the year 2022-23 by the Company with its Group Companies. The details of all the related party transactions were placed before the Audit Committee and Board for its consideration and ratification on quarterly basis.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred bet''ween the end of the financial year of the Company and the date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and O utgo as required under Section 134 (3)(m) of The Companies Act, 2013 read with Rule 5 of C ompanies (Acc ounts) Rules, 2014 is annexed herewith as Annexure -3 and for^s part of this report.

RISK MANAGEMENT POLICY

The C ompany has in place a risk management policy including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company and also the comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically as per the Risk ^^anagement Policy of the Company. The Board provides oversight and reviews the Risk Management Policy periodically.

FORMAL ANNUAL EVALUATION OF THE RFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and applicable provisions of the SEBI (LODR) Re gulations 2015, the Bo ard in consultation with the Nomination and

Remuneration Committee had adopted the frame''work for the Annual Evaluation of the Board, its Committees and Individual Directors. During the year under review, the Board has also carried out an Annual Performance Evaluation of its own performance, the Directors individually as ''well as the evaluation of the working of the Committees.

SUBSIDIARIES AND JOINT VENTURE

The C ompany does not have any subsidiary, associate and Joint Venture Company as on March 31, 2024. There was no change in the Subsidiaries, Joint Ventures or Associate Companies of the Company during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Board of Directors consists of 6 (Six) Directors i.e. 2 (T''wo) M anaging Directors, 1 (O ne) Wholetime Director and 3 (Three) Non-Executive Independent Directors.

Wo man Director:

In terms of the provisions of Section 149 of the C ompanies Act, 2013, y our Company has Mrs. V aneera Garg, ^^s. Jyoti Batra, ^^s. Purti Katyal and Ms. A m andeep Kaur as W oman Directors on the Board as on ^^arch 31, 2024.

Changes in the Board of Directors and Key M anagerial Personnel

a) In light of the provisions of the Companies Act, 2013, Mr. Devinder Garg (DIN: 01665456) M anaging Director of the Company, retires from the Board by rotation this

year and being eligible, offers himself for re-appointment. The I nformation as required

to be disclosed a per regulation as applicable of SEBI (LODR) Re gulations 2015 in case of

re- appointment of the director is provided in the Notice of the ensuing annual general meeting.

b) Ms. Sh ruti Gupta (DIN: 10310259) ''was appointed as an Additional Independent

Director of the Company by the Board on the recommendation of Nomination &

Remuneration Committee in their meeting held on 23rd July, 2024, with effect from 23rd July, 2024, in accordance with provisions of section 161 of the C ompanies Act, 2013.

Ms. Sh ruti Gupta is not disqualified from being appointed as Director in terms of Section 164 of the Act. As per the rec ommendation of Nomination and Remuneration Committee and based on the performance evaluation, the Board had recommended

the appointment of Ms. Shruti Gupta (DIN: 10310259) as an Independent Director of the Company for a period of five years w.e.f. 23 July, 2024.

The C ompany had also received a declaration from Ms. Sh ruti Gupta declaring that she meets the criteria of independence as provided under Section 149(6) of the C ompanies

Act, 2013.

In the opinion of the Board, Ms. Sh ruti Guptafulfills the conditions required to be fulfilled for being appointed as an Independent Director of the Company as per the provisions of Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligati ons and Disclosures Requirements) Regulation, 2015.

c) Mrs. Jyoti Batra (DIN: 10009491) was appointed as an Additional Independent

Director of the Company by the Board on the recommendation of Nomination &

Remuneration Committee in their meeting held on 27th April, 2023, with effect from 27th April, 2023, in accordance with provisions of section 161 of the C ompanies Act, 2013.

Mrs. Jyoti B atra is not disqualified from being appointed as Directors in terms of Section 164 of the Act. As per the rec ommendation of Nomination and Remuneration Committee and based on the performance evaluation, the Board had recommended

the appointment of Mrs. Jyoti Batra (DIN: 10009491) as Independent Director of the Company for a period of five years ''w.e.f. 27th April, 2023.

The Co mpany had also received a declaration from Mrs. Jyoti B atra declaring that she meets the criteria of independence as provided under Section 149(6) of the C o^panies

Act, 2013.

In the opinion of the Board, Mrs. Jyoti Batra fulfills the conditions required to be fulfilled for being appointed as an Independent Director of the Company as per the provisions of Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligati ons and Disclosures Requirements) Regulation, 2015.

Further, Ms. Jyoti B atra has resigned from the post of Non-Executive Independent Director of the Company ''w.e.f. 23rd July, 2024 and the Board accepted the same

d) Mrs. Purti Katyai (DIN: 09251560) was appointed as an Additional Independent

Director of the Company by the Board on the recommendation of Nomination & Remuneration Committee in their meeting held on August 14, 2023, with effect from August 14, 2023, in accordance with provisions of section 161 of the C ompanies Act, 2013.

M rs. Purti Katyal is not disqualified from being appointed as Directors in terms of Section 164 of the Act. As per the reco mmendation of Nomination and Remuneration Committee and based on the performance evaluation, the Board had recommended

the appointment of M rs. Purti Katyal (DIN: 09251560) as Independent Director of the Company for a period of five years for a period of five years ''w.e.f. August 14, 2023.

The Co mpany had also received a declaration from M rs. Purti Katyal declaring that she meets the criteria of independence as provided under Section 149(6) of the C ompanies

Act, 2013.

In the opinion of the Board, M rs. Purti Katyal fulfills the conditions required to be fulfilled for being appointed as an Independent Director of the Company as per the provisions of Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligati ons and Disclosures Requirements) Regulation, 2015.

e) During the year under review, Mrs. V aneera Garg, ''was redesignated as Wholetime Director of the Company from Non-Executive Director ''w.e.f. 14th A ugust, 2023 by the Board on the recommendation of Nonimation and Remuneration Committee in their

meeting held on 14.08.2023 and shareholders had approved the same in their 50th Annual General Me eting held on 22nd December, 2023.

f) During the year under review, ^^r.Toshak G arg ''was appointed as ^^anaging Director of the Company by the Board on the recommendation of Nomination & Re muneration

Committee in their meeting held on 14.08.2023, with effect from 14.08.2023 and

shareholders had approved the same in their 50th A nnual General Me eting held on 22 nd

December, 2023

As on March 31, 2024, the Comp any has following Key M anagerial Personnel:

1. Mr. Dev inder Garg — C hairman and IManaging Director

2. Mrs. V aneera Garg - Wholetime Director

3. IMr. Toshak Garg — Managing Director

4. Mr. G urmeet Singh Battu — Chief F inancial O fficer

5. Mrs. S upreena Tagra — Company Secretary and Compliance O fficer

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there ''were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

CHANGE IN THE NATURE OF BUSINESS:-

During the year under review, there was no change in the nature of the business of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Comp any has put in place adequate Internal Financial Controls commensurate with the size and the nature of its business in order to facilitate a timely and accurate compilation of financial statements.

Further, the statutory auditors of the Company have verified the systems and processes and confirmed that the internal financial controls system over financial reporting is operating effectively. Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Acc ounts ) Rules, 2014, the C o^pany has not appointed any Internal Auditor of the Company. The Internal Auditor reports to the Audit Committee and his reports are discussed and reviewed by the Audit Committee of the Board. All the significant audit observation and follow up action thereon are reviewed of by the Audit Committee. The Committee oversees the adequacy of Internal Control.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Boa rd under Section

143(12) of Act and Rules fra^ned thereunder.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013:

The Comp any has zero tolerance for sexual harassment for ''women at ''workplace and has adopted a policy against sexual harassment in line with Sexual Harassment of ^Wo^en at Workplace (Prev ention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. The Co mpany has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of ^Wo^en at Workplace (Prev ention, Prohibition and Redressal) Act, 2013. D uring the financial year 2023-2024, the C ompany has not received any complaint on sexual harassment and hence no complaint remains pending as of March 31, 2024 and March

31, 2023.

CORPORATE GOVERNANCE

Pursuant to provisions of Regulation 15(2) of the Se curities and Exchange Board of India (Listing Obligati ons and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation

46 and para C , D and E of Sch edule V is not applicable to the Co^npany as the paid up equity share capital of the Company was Rs. 400.87 i akh and net worth of the Company was Rs. 2069.78lakh as on the last day of the previous financial year i.e. March 31, 2023 which is not exceeding Rs. 10 Crores and Rs. 25 Crores, respectively as per the latest audited Financial Statements as at March 31, 2023.

As per the paidup Captal and Net worth of the Company as latest Audited Financial

Statements as at IMarch 31, 2024 is exceeding Rs. 10 Crores and Rs. 25 Crores,

respectively, so Company has complied with the provisions of Regulation 15(2) of the

SEBI (LODR) Regulations, 2018

DISCLOSURE OF REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY:

The information required pursuant to the provisions of Section 197 (12) read with rule 5 (1), 5(2) and 5(3) of the Co mpanies (Appo int^ent and Remuneration of M anagerial Personnel) Rules, 2014 is annexed hereto as Annexure - 4 and for^s part of this report.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 and applicable provisions of SEBI (LODR) Regulation, the Company has put in place an effective Vigil (Mechanise/ ^Whi stleblower Mechanism . The Vigil mechanism is implemented not only as a safeguard to unethical practices. This mechanism is intended to provide mechanism for reporting genuine concerns or grievance and ensure that deviations from the Company s Business Conduct IManual and Values are dealt with in a fair and unbiased manner. The mechanism also ensures the protection of whistleblower against the victimization for the disclosure made by him /her. U nder the mechanism an Ethics committee has been established for managing the vigil mechanism and the mechanism also provides for direct access to the Chairman of the Audit Committee in exceptional circumstances. The A udit Committee reviews and ensures the adequacy of the system laid do''wn by the Company for the said purpose.

No concern ''was reported in aforesaid connection during the financial year ended

March 31, 2024. The Vigil Mech anism /Whistle B lower Policy is posted on the website of

the Company and the ''web link for the same is https://gargfurnacelimited.com /details-of-establishment/

STATUTORY AUDITOR

Pursuant to Section 139 of the Co mpanies Act, 2013 read with the Companies (A udit and Auditors) Rules, 2014 IM/s. Ashwani & Associates, Chartered Accountants, (Fir^s Registration No. 000497N), was appointed as Statutory Auditors of the Company by the Shareholders at their Annual General Me eting held on September 30, 2020, to hold office for a period of five years, from the conclusion of the 47th A nnual General Me eting till the conclusion of the 52 nd Annual General Me eting of the Company to be held in the

year 2025.

The Statutory Auditors of the Company have submitted the Auditors Report on the Financial Statements of the Company for the Financial Year ended ^^arch 31, 2024. The

Auditor s Report is self-explanatory and requires no comments. Further, there ''were no adverse remarks or qualification in the Report that calls for Board s explanation. During the year under review, there ¦were no frauds reported by Auditors under Section 143(12)

of Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Co mpanies Act, 2013 and Rules made thereunder the Company has appointed, PDM & Associates, ( m embership number 25003) C o^pany Secretaries in Practice, to undertake the secretarial audit of the Company. Secretarial Audit Report for the year 2023-24 given by ^^/s. PD^^ & Associates in the prescribed form MR-3 is annexed to this Report as Annexure ¦ 5.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee recommends to the Board, the Company''s policy on Directors'', Key M anagerial Personnel and Senior M anagement appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters as per Section 178(3) of the Companies Act, 2013. The N omination and Remuneration Policy is available on the Companys website at https://gargfurnacelimited.com/

As mandated by proviso to Section 178(4) of the Co mpanies Act, 2013, sali ent features of Nomination and Remuneration Policy is annexed as Annexure-6 hereto and forms part of this report.

COST AUDITOR AND MAINTENANCE OF COST RECORDS

Pursuant to section 148 of the Companies Act, 2013 and Rules made thereunder, Board of Directors had, on the recommendation of the Audit Committee, appointed M/s Anju

Pardesi, (Fir^ Registration Number: 003448) Cost Acc ountants, to audit the cost accounts of the Company for the financial year 2024-25 at a r emuneration of 20000.00 plus service tax, out-of pocket and travel and living expenses, subject to ratification by the shareholders at annual general meeting. Accordingly, a resolution seeking

i

members ratification for the remuneration payable to cost auditor is included in the Notice convening the annual general meeting.

The C ompany pursuant to the Rules made by the Central Government for the maintenance of Cost records under section 148 of the C ompanies Act, 2013 and are of

the opinion that prima facie, the prescribed accounts and records have been made and maintained.

PUBLIC DEPOSIT:

During the year under review, the Company has not accepted any Public Deposit within the meaning of Section 73 of the C ompanies Act, 2013 and rules made there under.

There is no outstanding/unclaimed deposit from the public.

However, the information as required under Rule 8 of the Companies (Acc ounts) Rules,

2014 is giv en hereunder:-

(i) Deposits accepted during the year: Nil

(ii) Deposits remained unpaid or unclaimed as at the end of the year: Nil

(iii) Default in repayment of deposits and deposits which are not in compliance with

the Requirements of Chapter V of the Companies Act, 2013: not applicable

ANNUAL RETURN:

The A nnual Return of the Company, pursuant to sub-section 3 (a) of Sec tion 134 and the provisions of Section 92 read with Rule 12 of the Co rnpanies (M anage^ent and Administration) Rules, 2014 for the financial year 2023-2024 in the Form MGT-7 ha s been

uploaded on Companys website at https://gargfurnacelimited.com/

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government

under Section 118(10) of the Act.

LISTING OF SECURITIES, LISTING FEES AND ANNUAL CUSTODY FEES:

The Se curities of the Company are listed on BSE Limited (Scrip Code! 530615), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai — 400 001. The C ompany has paid the listing fee to the BSE Limited for the financial year 2024-2025. The C ompany has also made the payment of Annual Custody fee to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the financial year 2024-2025.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year! Nil

(b) number of shareholders ¦who approached listed entity for transfer of shares from

suspense account during the year! Nil

(c) number of shareholders to who^ shares ¦were transferred from suspense account

during the year! Nil

(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year! Nil

(e) that the voting rights on these shares shall remain frozen till the rightful o''wner of such shares claims the shares! Not Applicable

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there ''was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Industrial Relations remained cordial throughout the year. A detailed section on Hu^an Resources/Industrial Relations is provided in the M anagement Discussion and Analysis Report, which forms part of this Annual Report.

OTHER DISCLOSURES:

No application has been made under the Insolvency and Bankruptcy Code) hence the requirement to disclose the details of application made or any proceeding pending

under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with

their status as at the end of the financial year is not applicable) and

The requirement to disclose the details of difference bet''ween 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 along with the reasons there of, is not applicable.

Disclosure of certain types of agreements binding listed entities (1) Information disclosed under clause 5A of paragraph A of Part A of Schedule III of these regulations!

During the year under review, the company has not entered into any such kind of agreements.

The C ompany has not defaulted in payment of interest and/ or repayment of loans to any of the financial institutions and/ or banks during the year under review is not applicable.

ACKNOWLEDGMENT

The D irectors wish to extend their sincere thanks to the Punjab & S ind Bank, Punjab State P ower Corporation Limited, Container Corporation of India, other State & C entral Government Agencies, Suppliers and Customers for their continued support and cooperation.

The D irectors also wish to place on record their deep appreciation for the services rendered by the workers & staff at all levels.

For and behalf of the Board for Garg F urnace Limited

Place : Ludhiana Devinder Garg

Date : 7.09.2024 Chairman & Managing Director

(DIN 01665466 )

---

Mar 31, 2023

DIRECTORS'' REPORT

The Members of
Garg Furnace Limited

The Directors of your company have pleasure in presenting the 50^th Annual Report on
the affair of the company to get her with the Audited Accounts for theyear ending 31st
March, 2023.

FINANCIAL RESULTS

	2022-23	2021-22
Operating Income	23824.42	17859.74
Profit before tax & Exceptional items	593.95	632.27
Exceptional Items	0.00	0.00
Profit before tax	593.95	632.27
Provision for tax-CurrentTax related to earlier years	0.00	0.00
-Deferred Tax Asset	0.00	0.00
Less: Mat Credit Entitlement	0.00	0.00
Profit after Tax	593.95	632.27
Prior year Tax adjustments / Depreciation to Reverse as per Current Tax	0.00	0.00
Re-measurement of define benefit liability	2.56	(6.79)
APPROPRIATIONS
Transfer to General Reserve	0.00	0.00
Balance carried over to Balance Sheet	596.51	625.48

INDIAN ACCOUNTING STANDARDS:

The financial statements have been prepared in accordance with the Indian
Accounting Standards (Ind-AS) as notified by Ministry of Corporate Affairs (MCA)
under Section 133 of the Companies Act, 2013 read with the Companies (Indian
Accounting Standards) Rules, 2015 as amended and other relevant provisions of the
Act.

DIVIDEND

The Board of Directors does not recommend payment of dividend for the year under
review.

TRANSFER TO RESERVE:

During the year under review, the Company has not transferred any amount to the
General Reserve.

SHARE CAPITAL

As on March 31, 2023, the Authorised Share Capital of the Company was Rs.
10,00,00,000/-divided into 1,00,00,000 Equity Shares having face value of Rs. 10/-each.
Further as on March 31,2023, the issued, paid up and subscribed Share capital of the
Company stood at Rs. 4,00,87,000/-divided into 40,08,700/- Equity Shares having face
value of Rs. 10/- each.

During the year under review, there was no change in the Company’s Issued,
Subscribed and Paid-up Equity Share Capital. The Company has not issued shares or
convertible securities or shares with differential voting rights nor has granted any
stock options or sweat equity or warrants. As on March 31,2023, none of the Directors
of the Company hold instruments convertible into Equity Shares of the Company.
Further there was no public issue, rights issue, bonus issue or referential issue etc.
during the year.

OPERATIONS

Detailed information on the operations of the different business lines of the Company
and details on the state of affairs of the Company are covered in the Management
Discussion and Analysis Report

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company has been constituted in accordance with the
applicable provisions of the Companies Act, 2013 ("Act") and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Board
meets at regular intervals to discuss and decide on policy and strategy apart from
other business discussions. However, in case of a special and urgent business need,
the Board''s approval is taken by passing resolution(s) through circulation, as
permitted by law, which is confirmed in the subsequent Board Meeting.

There were 16 (sixteen) meetings of the Board held during the year under review and
the dates of the meetings are as follow:

12/04/2022, 30/05/2022, 25/06/2022, 15/07/2022, 13/08/2022, 07/09/2022, 11/10/2022,
15/10/2022, 14/11/2022, 24/11/2022, 02/12/2022, 12/01/2023, 07/02/2023, 14/02/2023,
27/03/2023 and 31/03/2023.

COMM ITTEES OF TH E BOARD:

The Board has constituted the following committees:

1. AUDIT COMMITTEE

During the year the constitution of the Audit Committee was changed due to the
resignation of Mr. Manjeet Singh, NonExecutive Independent Director with effect
from 15th October, 2022. Accordingly the Board has inducted Ms. Amandeep Kaur
(Non-Executive Independent Director) as member of the Committee with effect
March 31,2023. Accordingly as on March 31,2023, the Audit Committee of the Company
consists of Mr. Dharam Chand (Non-Executive Independent Director) as Chairman,
Ms. Vaneera Carg (Non-Executive - Non Independent Director) as Member and Ms.
Amandeep Kaur (Non-Executive Independent Director) as Member. The Composition
and terms of Reference of the Audit Committee is in line with Section 177 of the
Companies Act, 2013 and rules made thereunder.

During the year under review, the Audit Committee met on Five (5) occasions viz.
30.05.2022, 13.08.2022, 07.09.2022, 14.11.2022, 14.02.2023. The members of the
Committee are the persons with ability to read, understand the Financial Statement.
Not more than 120 days lapsed between any two consecutive meetings of the Audit
Committee during the year. There has been no instance, where the Board has not
accepted any recommendation of the Audit Committee. The necessary quorum was
present at all the Meetings.

2. STAKEHOLDERS RELATIONSHIP COMMITTEE

As on March 31, 2023, the Stakeholders Relationship Committee of the Company
consists of Ms. Vaneera Garg (NonExecutive - Non Independent Director) as
Chairperson, Mr. Dharam Chand (Non-Executive Independent Director) as Member
and Mr. Devinder Garg (Managing Director) as Member. The Composition and Terms
of Reference of the Stakeholders Relationship Committee are in line with Section 178
of the Companies Act, 2013 and rules made thereunder.

During the year under review, the Stakeholders Relationship Committee met on Two
(2) occasions viz. 30.05.2022,13.08.2022,. The necessary quorum was present at all the
meetings. No complaints remained unattended/ pending for more than thirty days.
The Company has no share transfers/ transmission pending as on 31st March, 2023.
Further, no shareholders complaint/grievance were received under‘SCORES’during
the Financial Year 2022-2023.

3. NOMINATION AND REMUNERATION COMMITTEE

During the year the constitution of the Nomination and Remuneration Committee
was changed due to the resignation of Mr. Manjeet Singh, Non-Executive
Independent Director with effect from 15th October, 2022. Accordingly the Board has
inducted Ms. Amandeep Kaur (Non-Executive Independent Director) as member of
the Committee with effect March 31, 2023. Accordingly as on March 31, 2023 the
Nomination and Remuneration Committee of the Company consists of Mr. Dharam
Chand (Non-Executive Independent Director) as Chairman, Ms. Vaneera Carg (Non-
Executive-Non Independent Director) as Member and Ms. Amandeep Kaur (Non-
Executive Independent Director) as Member. The Composition and terms of
Reference of the Nomination and Remuneration Committee are in line with Section
178 of the Companies Act, 2013 and rules made thereunder.

During the year under review, the Nomination and Remuneration Committee met on
Three (3) occasions viz. 30.05.2022,14.07.2022,31.03.2023. The necessary quorum was
present at all the meetings.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on March 31,2023, the Corporate Social Responsibility Committee of the Company
consists of Mr. Dharam Chand (Non-Executive Independent Director) as Chairman,
Ms. Vaneera Carg (Non-Executive - Non Independent Director) as Member and Mr.
Devinder Garg (Managing Director) as Member. The Composition and terms of
Reference of the Nomination and Remuneration Committee are in line with Section
135 of the Companies Act, 2013 and rules made thereunder.

During the year under review, the Corporate Social Responsibility met on One (1)
occasion viz. 27.02.2023. The necessary quorum was present at all the meetings.

CSR Policy

The Board of Directors of the Company has put in place a CSR policy in accordance
with the provisions of Section 135 of the Companies Act, 2013. The CSR Policy of the
Company can be downloaded at website of the Company https://
gargfurnacelimited.com/

Further Annual Report on the CSR activities of the Company for the Financial Year is
attached herewith asAnnexure-1

Attendance Details of Board and Committee Meetings held during the Financial
Year 2022-2023:

DIRECTORS''RESPONSIBILITY STATEMENT

As required under clause (c) of sub-section (3) of section 134 of Companies Act, 2013
directors, to the best of their knowledge and belief, state that-

(a) In the preparation of the annual accounts, the applicable Accounting Standards
had been followed along with proper explanation relating to material departures;

(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 and loss of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for safe
guarding the assets of the Company and for preventing and detecting fraud and other

irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(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; and

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

DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149(7) read with Schedule IV of the Companies Act, 2013, the
Company has received necessary declaration from all the Independent Directors of
the Company. All Independent Directors of the Company have given declarations that
they meet the criteria of independence as laid down under Section 149(6) of the Act,
Regulation 16(1) (b) of the SEBI Listing Regulations along with the declaration that they
have registered themselves with the Independent Director''s Database maintained by
the MCA as provided in sub-rule (3) rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014. In the opinion of the Board, the Independent
Directors, fulfill the conditions of independence specified in Section 149(6) of the Act
and Regulation 16(1) (b) of the SEBI Listing Regulations. The Independent Directors
have also confirmed that they have complied with the Company''s Code of Business
Conduct & Ethics.

POLICIES

Your Company has framed the Policies (i) the Code of Practices and Procedures for
Fair Disclosure of Unpublished Price Sensitive Information; (ii) the Code of Conduct as
required under SEBI (Prohibition of Insider Trading) Regulations, 2015, (iii) Policy on
inquiry in case of leak of unpublished price sensitive information (UPSI) (iv) Policy for
Preservation of Documents (v) Policy for determination of Materiality of the Disclosure
of Events & Information (vi) Archival Policy and the same is available on the website of
Company at https://gargfurnacelimited.com/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company, during the year, has not, made investments in, provided any guarantee
or security or granted any loans or advances in the nature of loans, secured or
unsecured, to companies, firms, Limited Liability Partnerships or any other parties
under the provisions of Section 185 and 186 of the Companies Act, 2013.

Information regarding loans, guarantees and investments covered under the
provisions of section 186 of the Companies Act,2013 are detailed in the Financial
Statements at Note No. 4.

PARTCULARS OF CONTRACTS AND ARRANGEMENT MADE WITH RELATED PARTY
TRANSACTIONS

During the year under review, the Company is in compliance with the applicable
provisions of Section 177 and 188 of the Companies Act, 2013 and SEBI (LODR)
Regulations, with respect to transactions with the related parties and the details of
related party transactions have been disclosed in the financial statements as required
by the applicable accounting standards. All the related party transactions entered into
by the Company were in the ordinary course of business and were entered at Arm''s
Length basis, none of which was material in accordance with the Company''s Related
Party Transactions Policy. Accordingly, the disclosure of Related Party Transactions as
required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is annexed
as Annexure-2. Further there are no materially significant related party transactions
made by the Company with Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with interest of the Company
at large.

Prior approval of the Audit Committee was also obtained for all the transactions
entered into during the year 2022-23 by the Company with its Group Companies. The
details of all the related party transactions were placed before the Audit Committee
and Board for its consideration and ratification on quarterly basis.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the financial
position of the Company, which have occurred between the end of the financial year
of the Company and the date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information relating to Conservation of Energy, Technology Absorption and
Foreign Exchange Earning and Outgo as required under Section 134 (3)(m) of The
Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 is annexed
herewith as Annexure -3 and forms part of this report.

RISK MANAGEMENT POLICY

The Company has in place a risk management policy including identification therein
of elements of risk, ifany, which in the opinion of the Board maythreaten the existence
of the company and also the comprehensive risk assessment and minimization
procedures, which are reviewed by the Board periodically as per the Risk
Management Policy of the Company. The Board provides oversight and reviews the
Risk Management Policy periodically.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of section 135 of the Companies Act, 2013 are not applicable to Company.

FORMAL ANNUAL EVALUATION OF THE RFORMANCE OF BOARD, ITS COMMITTEES
AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and applicable provisions of the
SEBI (LODR) Regulations 2015, the Board in consultation with the Nomination and
Remuneration Committee had adopted the framework for the Annual Evaluation of
the Board, its Committees and Individual Directors. During the year under review, the
Board has also carried out an Annual Performance Evaluation of its own performance,
the Directors individually as well as the evaluation of the working of the Committees.

SUBSIDIARIES AND JOINT VENTURE

The Company does not have any subsidiary, associate and Joint Venture Company as
on March 31,2023. There was no change in the Subsidiaries, Joint Ventures or Associate
Companies of the Company during theyear under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31,2023, the Board of Directors consists of 4 (Four) Directors i.e. 1 (One)
Managing Director, 1 (One) NonExecutive Non-Independent Director and 2 (Two)
Non-Executive Independent Directors.

Woman Director:

In terms of the provisions of Section 149 of the Companies Act, 2013, your Company has
Mrs. Vaneera Garg and Mrs. Amandeep Kaur as Women Directors on the Board as on

March 31,2023.

Changes in the Board of Directors and Key Managerial Personnel

a. In light of the provisions of the Companies Act, 2013, Mrs. Vaneera Garg (DIN:
01283990) Director of the Company,retires from the Board by rotation this year
and being eligible, offers herself for re-appointment. The Information as
required to be disclosed a per regulation as applicable of SEBI (LODR)
Regulations 2015 in case of re- appointment of the director is provided in the
Notice of the ensuing annual general meeting.

b. Mrs. Amandeep Kaur (DIN: 07728094) was appointed as an Additional
Independent Director of the Company by the Board on the recommendation of
Nomination & Remuneration Committee in their meeting held on 31st March,
2023, with effect from 31st March, 2023, in accordance with provisions of section
161 ofthe Companies Act,2013.

Mrs. Amandeep Kaur is not disqualified from being appointed as Director in
terms ofSection 164 ofthe Act. As per the recommendation of Nomination
and Remuneration Committee and based on the performance evaluation, the
Board had recommended the appointment of Mrs. Amandeep Kaur (DIN:
07728094) as Independent Director ofthe Company for a period of five years
w.e.f.31st March, 2023.

The Company had also received a declaration from Mrs. Amandeep Kaur
declaring that she meets the criteria of independence as provided under
Secti o n 149 (6) of t h e Co m pa n ies Act, 2013.

In the opinion ofthe Board, Mrs. Amandeep Kaur fulfil Is the conditions required
to be fulfilled for being appointed as an Independent Director ofthe Company
as per the provisions of Companies Act, 2013 and applicable provisions of the
SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015.

C. Mrs. Jyoti Batra (DIN: 10009491) was appointed as an Additional Independent
Director ofthe Company by the Board on the recommendation of Nomination
& Remuneration Committee in their meeting held on 27th April, 2023, with
effect from 27th April, 2023, in accordance with provisions ofsection 161 ofthe
Com pa n ies Act, 2013.

Mrs. Jyoti Batra is not disqualified from being appointed as Directors in

terms of Section 164 of the Act. As per the recommendation of Nomination and
Remuneration Committee and based on the performance evaluation, the
Board had recommended the appointment of Mrs. Jyoti Batra (DIN: 10009491)
as Independent Director of the Company for a period of five years w.e.f. 27th
April, 2023.

The Company had also received a declaration from Mrs. Jyoti Batra declaring
that she meets the criteria of independence as provided under Section 149(6) of
the Companies Act, 2013.

In the opinion of the Board, Mrs. Jyoti Batra fulfills the conditions required to be
fulfilled for being appointed as an Independent Director of the Company as per
the provisions of Companies Act, 2013 and applicable provisions of the SEBI
(Listing Obligations and Disclosures Requirements) Regulation, 2015.

d. Mrs. Purti Katyal (DIN: 09251560) was appointed as an Additional
Independent Director of the Company by the Board on the recommendation
of Nomination & Remuneration Committee in their meeting held on August
14, 2023, with effect from August 14, 2023, in accordance with provisions of
section 161 of the Companies Act, 2013.

Mrs. Purti Katyal is not disqualified from being appointed as Directors in
terms of Section 164 of the Act. As per the recommendation of Nomination
and Remuneration Committee and based on the performance evaluation, the
Board had recommended the appointment of Mrs. Purti Katyal (DIN: 09251560)
as Independent Director of the Company for a period of five years for a period of
five years w.e.f. August 14, 2023.

The Company had also received a declaration from Mrs. Purti Katyal declaring
that she meets the criteria of independence as provided under Section 149(6)
of theCompaniesAct,2013.

In the opinion of the Board, Mrs. Purti Katyal fulfills the conditions required
to be fulfilled for being appointed as an Independent Director of the
Company as per the provisions of Companies Act, 2013 and applicable
provisions of the SEBI (Listing Obligations and Disclosures Requirements)
Regulation, 2015.

e. During the year under review, Ms. Chandni Jain, Company Secretary had
resigned from the position of Company Secretary and Compliance Officer of
the Company, w.e.f. 25.06.2022.

f. Ms. Supreena Tagra was appointed as Company Secretary and Compliance
Officer of the Company by the Board on the recommendation of Nomination &
Remuneration Committee in their meeting held on 15.07.2022, with effect
from 15.07.2022, in accordance with provisions of section 203 of the
Companies Act, 2013 and applicable SEBI (LODR) Regulation,2015.

As on March 31,2023, the Company has following Key Managerial Personnel:

1. Mr. Devinder Garg - Chairman and Managing Director

2. Mr. Curmeet Singh Battu - Chief Financial Officer

3. Ms. Supreena Tagra - Company Secretary and Compliance Officer

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

During the year under review, there were no significant and material orders passed by
the regulators or courts or tribunals, which may impact the going concern status of
the Company and its operations in future.

CHANGE IN THE NATURE OF BUSINESS:-

During theyear under review, there was no change in the nature of the business of the
Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has put in place adequate Internal Financial Controls commensurate
with the size and the nature of its business in order to facilitate a timely and accurate
compilation of financial statements.

Further, the statutory auditors of the Company have verified the systems and
processes and confirmed that the internal financial controls system over financial
reporting is operating effectively. Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has
not appointed any Internal Auditor of the Company. The Internal Auditor reports to
the Audit Committee and his reports are discussed and reviewed by the Audit

Committee of the Board. All the significant audit observation and follow up action
thereon are reviewed of by the Audit Committee. The Committee oversees the
adequacy of Internal Control.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section
143(12) of Act and Rules framed thereunder.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL), ACT,2013:

The Company has zero tolerance for sexual harassment for women at workplace and
has adopted a policy against sexual harassment in line with Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules
framed thereunder. The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the
financial year 2022-2023, the Company has not received any complaint on sexual
harassment and hence no complaint remains pending as of March 31,2023 and March
31,2022.

CORPORATE GOVERNANCE

Pursuant to provisions of Regulation 15(2) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
compliance with the Corporate Governance provisions as specified in Regulations 17,
17A, 18,19,20,21,22,23,24,24A, 25,26,27 and clauses (b) to (i) and (t) of sub-regulation (2)
of Regulation 46 and para C, D and E of Schedule Vis not applicable to the Company
as the paid up equity share capital of the Company was Rs. 400.87 lakh and net worth
of the Company was Rs. 2069.78 lakh as on the last day of the previous financial year i.e.
March 31,2023 which is not exceeding Rs. 10 Crores and Rs. 25 Crores, respectively as
per the latest audited Financial Statements as at March 31,2023.

Whenever this regulation becomes applicable to the Company at a later date, the
Company shall comply with requirements of this regulation within six months from
the date on which such provisions became applicable to the Company.

DISCLOSURE OF REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE

COMPANY:

The information required pursuant to the provisions of Section 197 (12) read with rules
(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed hereto as An nexure-4 and forms part of this report.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 and applicable provisions of SEBI (LODR)
Regulation, the Company has put in place an effective Vigil Mechanism/
Whistleblower Mechanism. The Vigil mechanism is implemented not only as a CARC
FURNACE LIMITED safeguard to unethical practices. This mechanism is intended to
provide mechanism for reporting genuine concerns or grievance and ensure that
deviations from the Company’s Business Conduct Manual and Values are dealt with in
a fair and unbiased manner. The mechanism also ensures the protection of whistle
blower against the victimization for the disclosure made by him/her. Under the
mechanism an Ethics committee has been established for managing the vigil
mechanism and the mechanism also provides for direct access to the Chairman of the
Audit Committee in exceptional circumstances. The Audit Committee reviews and
ensuresthe adequacy ofthesystem laid down by the Company for the said purpose.

No concern was reported in aforesaid connection during the financial year ended
March 31,2023. The Vigil Mechanism/Whistle Blower Policy is posted on the website of
the Company and the web link for the same is https://gargfurnacelimited.com /
details-of-establishment/

STATUTORY AUDITOR

Pursuant to Section 139 of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014 M/s. Ashwani & Associates, Chartered Accountants, (Firms
Registration No. 000497N), was appointed as Statutory Auditors of the Company by
the Shareholders at their Annual General Meeting held on September30,2020, to hold
office for a period of five years, from the conclusion of the 47th Annual General
Meeting till the conclusion of the 52nd Annual General Meeting of the Company to be
held in the year 2025.

The Statutory Auditors of the Company have submitted the Auditor’s Report on the
Financial Statements of the Company for the Financial Year ended March 31,2023. The
Auditor’s Report is self-explanatory and requires no comments. Further, there were no
adverse remarks or qualification in the Report that calls for Board’s explanation.
During the year under review, there were no frauds reported by Auditors under

Section 143(12) of Companies Act,2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made
thereunder the Company has appointed, PDM & Associates, (membership number:
25003) Company Secretaries in Practice, to undertake the secretarial audit of the
Company. Secretarial Audit Report for the year 2022-23 given by M/s. PDM &
Associates in the prescribed form MR-3 is annexed to this Report as Annexure -5.

The Secretarial Auditor qualifies its Report and the Board comments or explanation
is given below:

Particulars of Observations / Remarks	Board Comments
Internal Auditor is not appointed for theyear under review.	The Company could not find any suitable person to be appointed as Independent Director of the Company.
Some of the provisions of Listing agreement are not complied with and penalties by BSE have also been imposed for the same.	Filling of disclosures was missed inadvertently.
Composition of Board of Directors of the Company is not adequate with regard to Independent director, appointed is do not have valid certificate for their entry in Database of Independent Director.	The Company could not find any suitable person to be appointed as Independent Director of the Company.
Ms. Vaneera Garg, is Whole Time Director of the Company but her designation is wrongly updated as Non-executive director in Roc records	Change in designation was missed inadvertently, however Company has proposed for change in designation in ensuing Annual General Meeting of the Company.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee recommends to the Board, the
Company''s policy on Directors'', Key Managerial Personnel and Senior Management
appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of director and other matters as per Section 178(3) of
the Companies Act, 2013. The Nomination and Remuneration Policy is available on the
Company''s website at https://gargfurnacelimited.com/

As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features
of Nomination and Remuneration Policy is annexed as Annexure-6 hereto and forms
part of this report.

COST AUDITOR AND MAINTENANCE OF COST RECORDS.

Pursuant to section 148 of the Companies Act, 2013 and Rules made thereunder, Board
of Directors had, on the recommendation of the Audit Committee, appointed M/s Anju
Pardesi, (Firm Registration Number: 003448) Cost Accountants, to audit the cost
accounts of the Company for the financial year 2023-24 at a remuneration of20000.00
pi us service tax, out-of pocket and travel and living expenses, subject to ratification by
the shareholders at annual general meeting. Accordingly, a resolution seeking
members'' ratification for the remuneration payable to cost auditor is included in the
Notice convening the annual general meeting.

The Company pursuant to the Rules made by the Central Government for the
maintenance of Cost records under section 148 of the Companies Act, 2013 and are of
the opinion that prima facie, the prescribed accounts and records have been made
and maintained.

PUBLIC DEPOSIT:

During the year under review, the Company has not accepted any Public Deposit
within the meaning of Section 73 of the Companies Act, 2013 and rules made there
under. There is no outstanding/unclaimed deposit from the public.

However, the information as required under Rule 8 of the Companies (Accounts)
Rules, 2014 is given hereunder:-

(i) Deposits accepted during the year: Nil

(ii) Deposits remained unpaid or unclaimed as atthe end of theyear: Nil

(iii) Default in repayment of deposits and deposits which are not in compliance with
the Requirements of Chapter Vof the Companies Act, 2013: notapplicable

ANNUAL RETURN:

The Annual Return of the Company, pursuant to sub-section 3 (a) of Section 134 and
the provisions of Section 92 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 for the financial year 2022-2023 in the Form MGT-7 has
been uploaded on Company''s website at https://gargfurnacelimited.com/

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards issued by The

Institute of Company Secretaries of India and approved by the Central Government
under Section 118(10) of the Act.

LISTING OF SECU RITIES, LISTING FEES AN D AN N UAL CUSTODY FEES:

The Securities of the Company are listed on BSE Limited (Scrip Code: 530615), Phiroze
Jeejeebhoy Towers, Dalai Street, Mumbai-400 001. The Company has paid the listing
fee to the BSE Limited forthefinancialyear2023-2024.

The Company has also made the payment of Annual Custody fee to National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for
the financial year 2023-2024.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED
SUSPENSE ACCOUNT:

(a) aggregate number of shareholders and the outstanding shares in the suspense
account lying at the beginning oftheyear: Nil

(b) number of shareholders who approached listed entity for transfer of shares
from suspense account during theyear: Nil

(c) number of shareholders to whom shares were transferred from suspense
accountduring theyear: Nil

(d) aggregate number of shareholders and the outstanding shares in the suspense
account lying at the end oftheyear: Nil

(e) that the voting rights on these shares shall remain frozen till the rightful owner
of such shares claimstheshares: Not Applicable

TRANSFER OF UNCLAIMED DIVIDENDTO INVESTOR EDUCATION AND PROTECTION
FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the
Companies Act, 2013 do not apply.

HUMAN RESOURCES/lNDUSTRIAL RELATIONS:

The Industrial Relations remained cordial through out the year. A detailed section on
Human Resources / Industrial Relations is provided in the Management Discussion
and Analysis Report, which forms part of this Annual Report.

OTHER DISCLOSURES:

No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending

under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable; and

The requirement to disclose the details of difference between 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 along with the reasons there of, is not applicable.

Disclosure of certain types of agreements binding listed entities (1) Information
disclosed under clause 5A of paragraph A of Part A of Schedule III of these regulations:
During the year under review, the company has not entered into any such kind of
agreements.

The Company has not defaulted in payment of interest and/ or repayment of loans to
any of the financial institutions and/ or banks during the year under review is not
applicable.

ACKNOWLEDGMENT

The Directors wish to extend their sincere thanks to the Punjab & Sind Bank, Punjab
State Power Corporation Limited, Container Corporation of India, other State & Centra I
Government Agencies, Suppliers and Customers for their continued support and co¬
operation.

The Directors also wish to place on record their deep appreciation for the services
rendered by the workers & staff at all levels.

For and on behalf of the Board
For Garg Furnace Limited

Devinder Garg
Chairman and Managing Director
Place: Ludhiana DIN: 01665466

Date: 30.11.2203

---

Mar 31, 2015

Dear Members,

The Directors of your company have pleasure in presenting the 42nd Annual Report on the affair of the company together with the Audited Accounts for the year ending 31st March, 2015.

FINANCIAL RESULTS

(Rupees in Lacs)

2014-15 2013-14

Operating Income 15994.92 16483.36

Profit before depreciation, Interest & tax 912.64 1023.09

Interest & Financial Expenses 767.73 758.58

Profit before depreciation & tax 144.92 264.51

Depreciation 114.73 132.27

Profit before tax 30.19 132.24

Provision for tax -Current Tax 5.94 25.31

-Deferred Tax Asset 23.53 13.24

Less : Mat Credit Entitlement 5.75

Profit after Tax 53.53 93.69

Prior year Tax adjustments/ -56.57 0

Depreciation to Reverse as per Schedule- II

Balance brought forward 229.93 156.24

226.89 249.93 APPROPRIATIONS

Transfer to General Reserve 0 20

Balance carried over to Balance Sheet 226.89 229.93

226.89 249.93

DIVIDEND

The Board of Directors do not recommend payment of dividend for the year under review.

SHARE CAPITAL

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

OPERATIONS

Detailed information on the operations of the different business lines of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report

EXTRACT OF ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013, in the prescribed Form MGT-9 is annexed to this Report.

NUMBER OF MEETINGS OF THE BOARD

There were 5 meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

As required under clause (c) of sub-section (3) of section 134 of Companies Act, 2013 directors, to the best of their knowledge and belief, state that -

(a) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(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 and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(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; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The independent directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

Information regarding Directors' Remuneration Policy and criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 are provided in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the Financial Statements.

RELATED PARTY TRANSACTIONS

There were no related party transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of section 188 of Companies Act, 2013. There being no 'material' related party transactions as defined under clause 49 of the Listing Agreement, there are no details to be disclosed in Form AOC-2 in that regard.

During the year 2014-15, pursuant to section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement, all RPTs were placed before Audit Committee for its prior/omnibus approval.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under Section 134 (3)(m) of The Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 is annexed and forms part of this report.

Information on the development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company is given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

Provision of section 135 of the Companies Act, 2013 are not applicable to Company

FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS

Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual directors is given in the Corporate Governance Report.

SUBSIDIARIES AND JOINT VENTURE

Company has no subsidiary, associate and Company in Joint Venture

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) In light of the provisions of the Companies Act, 2013, Mrs. Vaneera Garg Woman Director , retires from the Board by rotation this year and being eligible, offers herself for re-appointment. The information as required to be disclosed under clause 49 of the Listing Agreement in case of re-appointment of the director is provided in the Notice of the ensuing annual general meeting.

b) . Sh. Amit Gupta was appointed as an additional director in the category of non-executive, independent director of the Company, in the meeting of the Board held on 15 November 2014. Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of). Sh. Amit Gupta, as regular & Independent Directors for the terms given in the Notice of the 42nd Annual General Meeting. Details of the proposal for the appointment of above Independent Directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 42nd Annual General Meeting.

c) Pursuant to section 203 of the Companies Act, 2013, the Company has appointed Sh. Daksh Garg as Chief Financial Officer (CFO) of the Company with effect from 1st September 2014

d) The Company already has Toshak Garg, Managing Director as the Key Managerial Personnel of the Company. Ms. Gursimran Kaur Sethi Company Secretary Key Managerial Personnel of the Company has resigned from her post as Company Secretary of the Company. Management in process to fill the vacancy by a suitable Candidate.

e) . Mr. Yogi Raj Aggarwal and Mr. Vivek Kaushal the directors of company and member of committees thereof has resigned from the board w.e.f 16th OCT 2014 & 28th OCT 2014 respectively due to their preoccupancy in their business . The Directors would like to place on record their sincere appreciation for there commitment and contribution made by him during his tenure on the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal financial controls with reference to the financial statements were adequate and Operating effectively.

PRESENTATION OF FINANCIAL RESULTS

The financial results of the Company for the year ended 31 March 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

STATUTORY DISCLOSURES

As Company has no subsidiaries and joint ventures Company, the summary of the key financials of the Company's (Form AOC-1) is not applicable to comply.

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the prescribed particulars are set out in an annexure to the Directors' Report. As per provisions of section 136(1) of the said Act, these particulars will be made available to shareholder on request.

A Cash Flow Statement for the year 2014-15 is attached to the Balance Sheet.

Pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said Policy.

CORPORATE GOVERNANCE

The company has put in place a system of Corporate Governance. A Separate report on Corporate Governance forming part of the Annual Report is annexed hereto. A Certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under The Corporate Governance clause of the Listing Agreement is annexed to the report on Corporate Governance.

PARTICULARS OF EMPLOYEES

Information as per Section 197 of the Companies Act, 2013 (the 'Act') read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report is NIL .However salary being paid to wholetime directors is mentioned in Corporate Governance Report.

ANNUAL PERFORMANCE EVALUATION BY BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 to the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

RISK MANAGEMENT

The Board of Directors of your Company has, on recommendation of the Risk Management Committee framed and adopted a policy on Risk Management of the Company. The broad terms of reference of the Committee are stated in the Corporate Governance Report.

VIGIL MECHANISM

Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct. The Code of Conduct of your Company serves as a guide for daily business interactions, reflecting your Company's standard for appropriate behavior and living Corporate Values. The Code of Conduct applies to all Colgate People, including Directors, Officers, and all employees of the Company. Even your Company vendors and suppliers are also subject to these requirements as adherence to the Code is a prerequisite for conducting business with your Company.

The Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. The contents of the policy are stated in the Corporate Governance Report.

AUDITORS

STATUTORY AUDITOR

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, the current auditors of the Company, M/s Dass Khanna & Co. Chartered Accountants, Ludhiana (registration number: 000402N) were appointed by the shareholders at the 41st annual general meeting to hold office until the conclusion of the 44th annual general meeting to be held on 2017, subject to ratification by shareholders at each annual general meeting.

The members are requested to ratify the appointment of M/s Dass Khanna & Co. Chartered Accountants, Ludhiana, (registration number: 000402N) as statutory auditors of the Company and to fix their remuneration for the year 2015-16.

The statutory audit report does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

Auditor's Comments on Corporate Governance Report are reply below in para pertains to Secretarial Auditor.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made thereunder the Company has appointed, Baldev Arora & Associates, (membership number: 4283) Company Secretaries in Practice, to undertake the secretarial audit of the Company. Secretarial Audit Report for the year 2014-15 given by Baldev Arora & Associates in the prescribed form MR-3 is annexed to this Report. The Secretarial Audit Report for the year under review does contain some observations, Para wise reply as same is given here under:- - Company has filed all the forms with additional fee

- Company is in process to pay fee to all authorities / agencies as mentioned in report.

- Management is looking for a competent person to appoint him as an independent Director and members of committee.

- The management has decided to publish the notice of intimation of date of board meeting again under clause 41(II) b of Listing agreement, it was stopped as company gives notice to stock exchanges in advance regarding intimation of Date of Board meetings by mail as well as by post, and ever publish the financial results in required news papers, non publication of intimation was only to save funds of company.

- Management is in process to update website as per the requirement of law.

COST AUDITOR

Pursuant to section 148 of the Companies Act, 2013 and Rules made thereunder, Board of Directors had, on the recommendation of the Audit Committee, appointed M/s Meenu & Associates, (firm registration number: 100729) Cost Accountants, to audit the cost accounts of the Company for the financial year 2015-16 at a remuneration of Rs. 45000.00 plus service tax, out-of pocket and travel and living expenses, subject to ratification by the shareholders at annual general meeting. Accordingly, a resolution seeking members' ratification for the remuneration payable to cost auditor is included in the Notice convening the annual general meeting.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial through out the year and have resulted in sustained growth of the company.

ACKNOWLEDGEMENT

The Directors wish to extend their sincere thanks to the Punjab & Sind Bank, Punjab State Power Corporation Limited, Container Corporation of India, other State & Central Government Agencies, Suppliers and Customers for their continued support and co-operation.

The Directors also wish to place on record their deep appreciation for the services rendered by the workers & staff at all levels.

For and on behalf of the Board

SD/- Place: LUDHIANA. (DEVINDER GARG) Date: 01/09/2015 CHAIRMAN (DIN : 01665456)

---

Mar 31, 2012

The Directors of your company have pleasure in presenting the 39th Annual Report on the affair of the company together with the Audited Accounts for the year ending 31 st March, 2012.

1. FINANCIAL RESULTS (Rupees in Lacs)

2011-12 2010-11

Operating Income 20809.00 18692.00

Profit before depreciation, Interest & tax 785.26 418.24

Interest & Financial Expenses 456.76 147.89

Profit before depreciation & tax 328.50 270.35

Depreciation 105.93 80.83

Profit before tax 222.57 189.51

Provision for tax-Current Tax 0.00 61.20

Deferred Tax Liability 56.94 4.97

Profit after Tax 165.63 123.34

Prior year Tax adjustments (2.77) 0.00

Balance brought forward 150.31 156.97

313.17 280.31

APPROPRIATIONS

Transfer to General Reserve 150.00 130.00

Balance carried over to Balance Sheet 163.17 150.31

313.17 280.31



DIVIDEND

The Board of Directors do not recommend payment of dividend for the year under review.

LISTING

The company's equity shares are listed at Ludhiana Stock Exchange Association Limited, Feroze Gandhi Market, Ludhiana, The Delhi Stock Exchange Association Limited, DSE House, 3/1, Asaf Ali Road, New Delhi & The Stock Exchange Mumbai, Dalai Street, Mumbai. The listing fee dues of the Stock Exchanges have been paid up to the financial year under review.

DEMATERIALISATION

All activities relating to Company's listed securities (Physical & in Demat form) are being undertaken by M/s Skyline Financial Services Private Limited w.e.f 01.04.2003. The Address & Contact Nos. are:

M/s Skyline Financial Services Pvt Ltd,

246,1 st Floor,Sant Nagar,

East of Kailash, NEWDELHI-110064.

TEL:[phone] FAX: [phone] [e-mail]

The members are advised to send their shares to R.T.A.

DIRECTORS

Sh. Sanjiv Garg has resigned w.e.f 03.10.2011 from the board of directors of the company, the office of Sh. J.C Garg Chairman and Managing Director of the Company has Vacated due to sad demise of Sh. J.C Garg on 18/01/2012. The board places on record their sincere appreciation for the valuable services rendered by outgoing directors. Sh. Sushil Singla, Sh. Pawan Garg, Sh. Steven Soni retire by rotation and being eligible have offered themselves for re-appointment.

In term of clause 49 of the listing Agreement with the stock Exchange, the details of directors to be appointed/re-appointed are mentioned in the accompanying Notice of the forthcoming Annual General Meeting.

DIRECTOR'S RESPONSIBILITYSTATEMENT .

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 1956, the Directors confimr-

i). That in the preparation of annual accounts, the applicable accounting standard have been followed and wherever required proper explanations relating to material departures have been given.

ii). That appropriate accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at theendofthe financial year asat31.03.2012andoftheprofitsofthecompanyforthe year ended31.03.2012.

iii). That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv). That annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The company has put in place a system of Corporate Governance. A Separate report on Corporate Governance forming part of the Annual Report is annexed hereto. A Certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under The Corporate Governance clause of the Listing Agreement is annexed to the report on Corporate Governance.

AUDITORS

M/s Dass Khanna & Co. Chartered Accountants, Ludhiana retires at the conclusion of ensuing Annual General Meeting. They have indicated their willingness to accept reappointment and have further confirmed their eligibility u/s 224(1 B) of the

Companies Act, 1956.

The Auditor's Report is self explanatory and therefore do not call for any further comments.

COST AUDITORS

The Board of Directors has appointed M/s Meenu & Associates, Cost Accountants, Ludhiana as the Cost Auditors of the Company for the year 2012-13.The approval of the Central Government in this regard has also been received. The Cost Auditors Report will be sent to the Central Government as required under law.

FIXED DEPOSITS

During the year under review the company has neither accepted nor intend to accept any public deposit within the provisions of section 58-A of the Companies Act, 1956 and rules made thereunder. There are no outstanding / unclaimed deposit from the public.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial through out the year and have resulted in sustained growth of the company. PARTICULARS OF EMPLOYESS

Information pertaining to employees pursuant to section 217 (2A) of the Companies Act, 1956 is nil.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under Section 217 (1)(e) of The Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Directors) Rules 1988 is annexed and forms part of this report.

ACKNOWLEDGEMENT

The Directors wish to extend their sincere thanks to the Punjab & Sind Bank, Punjab State Power Corporation Limited, Container Corporation of India, other State & Central Government Agencies, Suppliers and Customers for their continued support and co-operation.

The Directors also wish to place on record their deep appreciation for the services rendered by the workers & staff at all levels.

For and on behalf of the Board

SD /-

Place: LUDHIANA

Dato: 3/ 08/2012 Devinder Garg

Chairman & Managing Director

---

Mar 31, 2010

The Directors of your company have pleasure in presenting the 37th Annual Report on the affair of the company together with the Audited Accounts for the year ending 31st March, 2010.

FINANCIAL RESULTS

(Rupees in Lacs)

2009-10 2008-09

Operating Income 15535.13 16092.20

Profit before depreciation, Interest & tax 398.61 324.85

Interest & Financial Expenses 164.97 148.45

Profit before depreciation & tax 233.64 176.40

Depreciation 71.72 62.18

Profit before tax 161.92 114.22

Provision for tax -Current Tax 27.52 13.75

-Deferred Tax Asset (Liability) 3.92 (0.68)

-Fringe Benefit Tax 0.00 3.85

Profit after Tax 130.48 95.94

Prior year Tax adjustments 1.60 (0.02)

Balance brought forward 174.88 278.96

306.97 374.88 APPROPRIATIONS

Transfer to General Reserve 150.00 200.00

Balance carried over to Balance Sheet 156.97 174.88

306.97 374.88



MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A) STEEL INDUSTRY - PERSPECTIVE

The Economic Survey 2009-10 revealed that some of the key macro economic indicators have revived especially during the second half of the year compared to the previous year. the demand for the steel have improved in capital goods industry, construction and Automobiles. It is expected that the steel industry would perform well in the coming year.

B) PRODUCTION AND SALES REVIEW

During the year under review, the company has produced 36630 metric tonnes of Steel products. Due to fall in the steel prices, the turnover for the year has decreased to Rs. 155.00 Crores from Rs. 160.00 Crores in the previous year.

C) INTERNAL CONTROL SYSTEM

The company has adequate internal control procedures commensurate with its size and nature of its business. These internal policies ensure efficient use and Protection of assets and resources. Compliance with policies ensure reliability of financial and operational reports.

D) RISK AND CONCERNS

The Steel Industry witnesses Cyclical price movements. The fortunes of the industry move up and down in time with the market trend of prices. This phenomenon has become more uncertain and unpredictable with the increased integration of domestic and global markets. The company has taken the cost cutting initiatives, enriching the product mix and strengthened its marketing to cope with the business trend.

E) HUMAN RESOURCE DEVELOPMENT / INDUSTRIAL RELATION

During the year, the company has employed 150 persons. The Industrial Relations remain cordial during the year. The company is continuing its efforts for improvement in the work culture wherein employees can contribute to their fullest potential. The management acknowledges the contribution of all employees in achieving better performance.

DIVIDEND

The Board of Directors do not recommend payment of dividend for the year under review.

LISTING

The companys equity shares are listed at Ludhiana Stock Exchange Limited, Feroze Gandhi Market, Ludhiana, Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New Delhi & Bombay Stock Exchange Limited, Dalal Street, Mumbai.The listing fee dues of the Stock Exchanges have been paid up to financial year 2010-11

DEMATERIALISATION

All activities relating to Companys listed securities (Physical & in Demat form) are being undertaken by M/s Skyline Financial Services Private Limited w.e.f 01.04.2003. The Address & Contact Nos. are:-

M/s Skyline Financial Services Pvt Ltd, 123, Vinoba Puri, Lajpat Nagar-II, NEW DELHI- 110024. TEL: [phone] FAX: [phone]

The members are advised to send their shares to R.T.A.

DIRECTORS

Sh Rajiv Garg has resigned from the Board of Director of the Company w.e.f. 31.07.2010 due to his other engagements. Futher, Sh. Sanjiv Garg has resigned from the post of M.D. w.e.f 31.07.2010, however he would continue to serve as Director of the Company. The board place on record their sincere appreciation of the valuable services rendered by both the Directors.

Sh. Ashwani Kumar Aggarwal, Sh. Arun Kumar Singh & Sh. Vivek Kaushal retire by rotation and being eligible have offered themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 1956, the Directors confirm:-

i) That in the preparation of annual accounts, the applicable accounting standards have been followed and wherever required proper explanations relating to material departures have been given.

ii) That appropriate accounting policies have been selected and applied consistently and the judgments and estimates made 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 as at 31.03.2010 and of the profits of the company for the year ended 31.03.2010.

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The company has put in place a system of Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report is annexed hereto. A Certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under the Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

AUDITORS

M/s Dass Khanna & Co. Chartered Accountants, Ludhiana retires at the conclusion of ensuing Annual General Meeting. They have indicated their willingness to accept reappointment and have further confirmed their eligibility u/s 224(1B) of the Companies Act, 1956.

The Auditors Report is self explanatory and therefore do not call for any further comments.

COST AUDITORS

The Board of Directors have appointed M/s Meenu & Associates, Cost Accountants, Ludhiana as the Cost Auditors of the Company for the year 2009-10 . The approval of the Central Government in this regard has also been received. The Cost Auditors Report will be sent to the Central Government as required under law.

FIXED DEPOSITS

The fixed deposits outstanding as on 31st March, 2010 was Nil. During the year under review there was no deposit which was overdue or unclaimed. The company has complied with the provisions of section 58-A of the Companies Act, 1956 and rules made thereunder.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial through out the year and have resulted in sustained growth of the company.

PARTICULARS OF EMPLOYEES

Information pertaining to employees pursuant to section 217 (2A) of the Companies Act, 1956 is nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under Section 217 (1)(e) of The Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Directors) Rules 1988 is annexed and forms part of this report.

ACKNOWLEDGEMENT

The Directors wish to extend their sincere thanks to the Punjab & Sind Bank, Punjab State Power Corporation Limited, Container Corporation of India, other State & Central Government Agencies, Suppliers and Customers for their continued support and co-operation.

The Directors also wish to place on record their deep appreciation for the services rendered by the workers & staff at all levels.

For and on behalf of the Board

Place : LUDHIANA JAGDISH CHAND GARG

Date : 18-08-2010 CHAIRMAN