To the Members
AANCHAL ISPAT LIMITED.
Your Directors have pleasure in submitting their 21st Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31stMarch 2016.
1. FINANCIAL RESULTS
The Companys financial performance for the year ended 31st March 2016is summarised below:
Financial Summary or performance of the company:
|PARTICULARS ||YEAR ENDED 31.03.2016 ||YEAR ENDED 31.03.2015 |
|Net Sales /Income from Business Operations ||2266627846 ||1906753739 |
|Other Income ||11248378 ||606535 |
|Total Income (EBITDA) ||2277876224 ||1907360274 |
|Less Interest ||49453568 ||37004580 |
|Profit before Depreciation (EBTDA) ||19912296 ||12971401 |
|Less Depreciation ||5247964 ||6386003 |
|Profit after depreciation and Interest (PBT) ||14664332 ||6585398 |
|Less Current Income Tax ||2430909 ||3285655 |
|Less Previous year adjustment of Income Tax ||193518 ||- |
|Less Deferred Tax ||2003759 ||(558340) |
|Net Profit after Tax (PAT) ||10036146 ||3858083 |
|Dividend (including Interim if any and final ) ||- ||- |
|Net Profit after dividend and Tax ||10036146 ||3858083 |
|Amount transferred to General Reserve ||- ||- |
|Balance carried to Balance Sheet ||10036146 ||3858083 |
|Earnings per share (Basic) ||0.48 ||0.19 |
|Earnings per Share (Diluted) ||0.48 ||0.19 |
RESULTS OF OPERATIONS AND STATE OF THE COMPANYS AFFAIRS:
Revenue from operations increased by 18. 87% to Rs.2266627846/- in 2015-16.
(Total Income) EBITDA increased by 19.42% to Rs.2277876224/- in 2015-16
PBT increased by 122.67% to Rs.14664332/-.
PAT increased by 160.13% to Rs.10036446/-.
No Dividend was declared for the current financial year to enable the company toconserve the surplus generated for future business use.
During the current financial year 2015-16 no amount has been appropriated to GeneralReserve.
4. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
There was no unpaid/unclaimed Dividend declared and paid last year and hence theprovisions of Section 125 of the Companies Act 2013 do not apply.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review ispresented in a separate section forming part of the Annual Report.
The Company has neither accepted nor renewed any deposits during the year under review.
8. EXTRACT OF THE ANNUAL RETURN
The extract of Annual Return as provided under Section 92(3) of the Companies Act2013 in the prescribed Form MGT- 9 is annexed to this report.
9. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met 5 times during the year detailed information about dates ofmeetings and attendance of Directors thereat is given in the Corporate Governance Reportannexed to this report.
10. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
(f) your Company has had laid down Internal Financial Controls and that such InternalFinancial Controls are adequate and were operating effectively.
11. RELATED PARTY TRANSACTIONS
All related party transactions entered during financial year under review were onarms length basis and were in the ordinary course of business. There were nomaterial contracts or arrangement or transactions at arms length basis that needs tobe disclosed in Form AOC-2 as required under the Companies Act 2013 during the year underreview.
12. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATIONAND DISCHARGE OF THEIR DUTIES
The Committee has formulated the Nomination and Remuneration Policy which broadly laiddown the various principles of remuneration and covers the procedure for selectionappointment and compensation structure of Board members Key Managerial Personnel (KMPs)and Senior Management Personnel (SMPs) of your Company. The said Policy is available onyour Companys website
13. MATERIAL CHANGES AND COMMITMENT.
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe date of this report.
14. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in AnnexureI and is attached to this report.
15. RISK MANAGEMENT POLICY
The risk management strategy of your Company is based on a clear understanding ofvarious risks and adherence to well-laid out risk policies and procedures that arebenchmarked with industry best practices. The Company has developed robust systems andembraced adequate practices for identifying measuring and mitigating various risks business strategic operational market credit liquidity reputational and processrisks and ensuring that they are maintained within pre-defined risk appetitelevels.
16. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of section 135 of the Companies Act 2013 along withCompanies (Corporate Social Responsibility Policy) Rules 2014 are not applicable.
17. PERFORMANCE EVALUATION
The Nomination and Remuneration Committee (NRC) of your Company has formulated and laiddown criteria for Performance Evaluation of the Board (including Committees) and everyDirector (including Independent Directors) pursuant to provisions of Section 134 Section149 read with Code of Independent Directors (Schedule IV) and Section 178 of the CompaniesAct 2013 and Listing Regulations.
Based on these criteria the performance of the Board various Board Committees viz.Audit Committee Stakeholders Relationship Committee Nomination and RemunerationCommittee and Individual Directors (including Independent Directors) was evaluated to besatisfactory.
During the year under review the Independent Directors of your Company reviewed theperformance of Non- Independent Directors and Chairperson of your Company taking intoaccount the views of Executive Directors and Non-Executive Directors and found the samesatisfactory
Ms. Preetee Agarwal (DIN NO. 07344364) was appointed as Additional Director of theCompany with effect from November 14 2015 till the date of the ensuing AGM.
Further on recommendation of the Nomination & Remuneration Committee the boardproposes to appoint Ms. Preetee Agarwal as an Independent Director. Items Seeking yourapproval on the same is included in the Notice convening the Annual General Meeting alongwith the brief resume of Ms. Preetee Agarwal.
Ms. Preetee Agarwal has given the required declaration under Companies Act 2013 andListing Regulations.
All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and ListingRegulations.
19. KEY MANAGERIAL PERSONNEL (KMPs)
In accordance with the provisions of Section 203 of the Companies Act 2013 thefollowing executives of the Company are whole-time Key Managerial Persons (KMPs) as onMarch 31 2016
|Name ||Designation ||Effective Date |
|Ms. Priyanka Bhauwala ||Company Secretary ||26.09.2015 |
|Mr. Amit Sarawgi ||Chief Financial Officer ||14.11.2015 |
20. INTERNAL FINANCIAL CONTROLS
The Companys management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to companys policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.
21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therewere no such employees drawing remuneration in excess of the limits set out in the saidrules.
The Nomination and Remuneration Committee has affirmed that the remuneration is as perremuneration policy of the Company.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has constituted an Internal Compliant Committee under Section 4 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.During the year no complaint was filed before the said Committee
23. CORPORATE GOVERNANCE
Your Company has complied with Corporate Governance requirements specified underRegulation 17 to 27 of SEBI (LODR) Regulations 2015 and the same is mentioned in theCorporate Governance report along with a certificate from our Statutory Auditor M/s RajeshMohan & Associates Chartered Accountants.
24. COMPOSITION OF COMMITTEES
These details are provided in the Corporate Governance Report attached elsewhere inthis Annual Report
25. VIGIL MECHANSIM
The Company has established a vigil mechanism policy through the audit committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.The Policy on vigil mechanism and whistle blower policy may be accessed on theCompanys website.
26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence there are no disclosures.
27. STATUTORY AUDITORS
M/s Rajesh Mohan and Associates were appointed as Statutory Auditors of the Company inthe 20th Annual General Meeting held on 25.09.2015. Their continuance of appointment orotherwise and a payment of remuneration are to be confirmed and approved in the ensuingAnnual General Meeting
28. AUDIT QUALIFICATIONS
There were no qualifications reservations or adverse remarks made by the Auditors.
29. SECRETARIAL AUDIT REPORT
Your Company appointed Ms. Manisha Saraf member of The Institute of CompanySecretaries of India (Membership No. FCS 7607 Certificate of Practice No. 8207 as theSecretarial Auditor of your Company for FY 2015-16 to conduct the Secretarial Auditpursuant to Section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report forthe Financial Year 2015-16 forms a part of the Annual Report.
We thank our customers vendors dealers investors business associates bankers andagencies of Central Government and State Government for their continued support during theyear. We place on record our appreciation of the contribution made by the employees at alllevels. Our resilience to meet challenges was made possible by their hard worksolidarity co-operation and support.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
|Kolkata ||(Mukesh Goel) |
|30th May 2016 ||Managing Director |
DISCLOSURE OF THE PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED UNDER COMPANIES (ACCOUNTS)RULES 2014.
A) CONSERVATION OF ENERGY:
|I) The steps taken or impact on conservation of energy ||NA |
|II) The steps taken by the Company for utilising alternate sources of energy ||NA |
|III) The capital investment on energy conservation equipment ||NA |
B) TECHNOLOGY ABSORPTION:
|I) Efforts made towards technology absorption ||NA |
|II) Benefits derived like product improvement cost reduction product development or import substitution || |
| ||NA |
|III) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) following information may be furnished: || |
|(a) Technology imported. ||NA |
|(b) Year of import. || |
|(c) Whether technology been fully absorbed || |
|(d) If not fully absorbed areas where absorption has not taken place and the reasons thereof || |
|IV) The expenditure incurred on research or development ||NA |
C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
| ||FY 2015-16 (Rs.) ||FY 2014-15 (Rs.) |
|Foreign Exchange earned in terms of || || |
|actual inflows ||NIL ||NIL |
|Foreign Exchange outgo in terms of || || |
|actual outflows ||NIL ||NIL |