Your Directors are pleased to present the Twenty Fifth Annual Report of your Companyalong with the Audited financial statements for the financial year-ended 31 March 2017.The audited standalone financial results for the year ended 31st March 2017 are as under:
|Particulars ||2016-2017 ||2015-2016 |
|1 Gross Sale ||22878.93 ||21600.02 |
|2 Profit before Depreciation interest and Tax ||944.82 ||698.50 |
|3 Financial cost ||354.39 ||472.43 |
|4 Depreciation ||146.06 ||138.53 |
|5 Profit/ (Loss) for the year before tax ||444.36 ||87.54 |
|6 Balance (Cr.) brought forward from the previous year ||1865.92 ||1831.48 |
|7 Balance (Cr.) carried forward to the Balance Sheet ||2166.77 ||1865.92 |
During the year under review Gross Revenue from operation during the year under reviewis increased by 5.92% from Rs.21600.02 lakhs to Rs. 22878.93 lakhs. The Profit before Tax(PBT) is increased by 407.60 % from Rs. 87.54 lakhs to Rs. 444.36 lakhs. The Profit afterTax (PAT) is increased by 378.92 % from Rs. 64.76 lakhs to Rs. 310.15 lakhs.
Market dynamics coupled with an expanding middle class will continue to create higherdemand for our products. Our improved operational efficiencies backed by better costmanagement have also played a pivotal role in further improving our market share in theNCR.
The real estate sector is already showing signs of improvement and the wide consumeracceptance of our products promises excellent potential for higher growth going forward.
The Government's initiatives to boost the economic sentiment led by initiatives such as'100 smart Cities and housing for all are beginning to translate into some positive changeon ground and we see these developments emerging as prosperous growth. With no othereconomy in the world doing as good as Indian India is almost perceived as the 'growthengine' of the world economy. This can surely give a big advantage in terms of attractingoverseas companies as well as investments.
Keeping in view the future fund requirements of the company for achieving the long termgrowth objectives the Board of Directors has not recommended any dividend and transferredall the distributable profit to the general reserve account of the company.
3. Responsibility Statement:
In compliance with section 134(3) (c) of the Companies Act 2013 your Directorsconfirm:
In the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards have been followed and that there are no materialdepartures from the same
the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year as on st 31 March 2017 and of the profit of the Company for that period.
the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
the Directors have prepared the annual accounts on a going concern basis;
the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by Rotation
In accordance with the relevant provisions of the Act Mr. Puneet Jain (DIN: 00814312)Director of the Company retire by rotation at the ensuing Annual General Meeting (AGM) andbeing eligible has offered himself for reappointment.
The Board periodically reviews its composition for determining any change in the sizeand structure. As per the provisions of Companies Act 2013 all directors exceptIndependent Directors will retire at the ensuing Annual General Meeting and beingeligible offer themselves for reappointment. We also confirm that remuneration paid toall directors is as prescribed by the Nomination and Remuneration Committee.
Changes in KMP
Mr. Suresh Chand Director of the Company have resigned from the directorship w.e.f14/11/2016. The Board places on record its deep appreciation for the services rendered byhim during his tenure.
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 it ismandatory for Board to monitor and evaluate the overall performance of its directorsindividually and also of directors constituting part of its committees. Also Schedule IVprescribes formulation of the evaluation program for Independent Directors by the entireBoard.
NOMINATION & REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The company has framed Familiarization Programme for Independent Directors pursuant toEquity Listing Agreement SEBI (LODR) 2015 and uploaded thesame in the website of theCompany. The web link to access the aforesaid programme is www.ashianaispat.in
AUDIT REPORTS AND AUDITORS
The Statutory Audit report doesn't contain any qualifications or adverse remarks and isenclosed with the financial statements.
As per the provisions of Listing Regulations Auditor's certificate on CorporateGovernance forms part of this report and don't contain any qualifications or adverseremarks related to compliance with the conditions/provisions of corporate governance.
SECRETARIAL AUDIT REPORT
The secretarial audit report confirms that the Company has complies with all therelevant provisions of the Companies Act 2013 SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and other necessary compliances under various Acts in sofar as applicable to the Company. The report does not contain any qualificationsreservation or adverse remark.
The secretarial audit report forms part of this report and attached as Annexure- A.
A. STATUTORY AUDITORS
Section 139 of the Companies Act 2013 provides for mandatory rotation of auditors oncompletion of the time period as provided therein. Since the continuing auditor's tenureis completed in this AGM therefore on the recommendation of Audit Committee Board ofDirectors proposed the appointment of M/s D V Aggarwala & Co. (ICAI Reg. No. 001263C)subject to the approval of shareholders of the Company as the statutory auditors of theCompany who will hold office for a period of 5 consecutive years from this AGM till theconclusion of the 30 AGM.
As required under Section 139 of the Companies Act 2013 the Company has obtained awritten Consent from M/s D V Aggarwala & Co. (ICAI Reg. No. 001263C) to suchappointment and also a certificate to the effect that their appointment if made would bein accordance with Section 141 of the Companies Act 2013 and the rules made there underas may be applicable.
B. COST AUDITOR
The Board has appointed M/s R.S Roy & Associates as cost auditors of the Companyfor the financial year 2017-18.
C. SECRETARIAL AUDITOR
As per the provisions of Section 204 of the Companies Act 2013 and Rules thereunderM/s Bir Shankar & Co. Practicing Company Secretary was appointed as the SecretarialAuditor of the Company for the year 2017-18.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
Your company is doing its best efforts to give high priority to energy conservation byopting for more power efficient replacements.
Particulars of Energy Conservation/ Technology Absorption and Foreign Exchange earningsand out go as per Section 134(3)(m) of Companies Act 2013 read with Companies (Accounts)Rules 2014 are given as an Annexure- B to this report.
PARTICULARS OF EMPLOYEES
The ratio of remuneration of Managing Director and key managerial personnel in terms ofthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementshowing the remuneration and other details forms part of this report as Annexure- C .
During the current fiscal company subject to approval of shareholders and concernedRegulatory authority proposed to allot 3500000 no. of equity shares of Rs.10/- each at aprice of Rs. 28/-(Rupees Twenty Eight) including premium of Rs.18/-(Rupees Eighteen) eachas fully paid up to promoter and public on preferential basis in accordance with SEBI(Issue of Capital and Disclosure Requirements) Regulations 2009. The above said EquityShares rank pari passu with the existing equity shares of the Company and are subject tolock-in-period.
FUTURE PLANS OF RENOVATION/EXPANSION:
Bearing in mind the burgeoning demand for products and marketing strength of "THEBRAND
KAMDHENU' as well as the positive economy ahead the Company is gearing itself to meetfuture demand growth. The Company has proposal to renovate the plant and manufacture thecomplete length and diameter of TMT Bar including 32 MM. The company is also keeping aclose watch on infrastructural industry real estate sector that is directly integrated toiron and steel sector.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of provisions of Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management discussion and Analysis Report forms partof this report.
Corporate Governance is an ethically driven business practices that aims at enhancingvalue and wealth by taking decisions in conformity with ethical and moral standards whilesimultaneously meeting stakeholder's expectations. We believe good and efficient corporategovernance practices is essential in building and retaining the trust of stakeholders. TheCompanies Act 2013 and SEBI's Listing Regulations 2015 have provided a strong foot forstrengthening the compliance norms in the area of governance.
The report on corporate forms an integral part to the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
As a socially aware and responsible corporate we have imbibed within ourorganisational frame work a people centric philosophy. However CSR is not applicablethough we actively participate in eradication of cataract program launched by MahabirInternational a renowned charitable trust of Delhi.
CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES
All contracts or arrangements entered into by the Company with related parties duringthe year were in the ordinary course and on arm's length basis. The company has notentered into any transaction that could be considered material. Therefore as contemplatedunder Section 134(3)(h) of the Companies Act 2013 no such disclosure(s) is required tobe given by the Company in Form AOC-2.
The company is not having any subsidiary.
MEETINGS OF THE BOARD
The Board met nine times during the year details of which are given in CorporateGovernance Report forming part of this Annual Report. The maximum interval between twomeetings is as being stipulated in the Companies Act 2013.
Presently there are 4 committees of the Board: Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee and Share transfer committee.All committees consist entirely of Independent Directors details of which are annexed tothe Corporate Governance Report.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS
There are no loans given or investments made or guarantee given by the Company asshown in Annexure- D.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations u/s 149(7) of the Companies Act 2013from Independent Directors confirming they meet the criteria of independence as prescribedunder Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The Company has established a vigil mechanism incorporating a whistle blower policy inlines with the provisions of the Listing Regulations in order to protect the interest ofthe employees and executives in reporting their grievances/concerns in a protected manner.The policy on vigil mechanism may be accessed on the Company's website.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return is being annexed with this Report as Annexure-E.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee and delegated to Internal Auditor to maintain itsobjectivity and independence. The Internal Auditor reports to the Chairman of the AuditCommittee of the Board and to the Chairman & Managing Director.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the company its compliance with operating systems accountingprocedures and policies at all locations of the Company and promptly informed themanagement on the lacking as and when required.
The Cash and cash equivalent as at March 31 2017 stands at Rs. 97.36 lakhs. TheCompany continues to focus on judicious management of its working capital receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
The Company has neither accepted nor renewed any Fixed Deposits from the public duringthe year under review.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at work place a new Act "The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013"has been notified on 9th December 2013. Under the said Act our company has constituted anInternal Complaints Committee to look into complaints relating to sexual harassment atwork place of any women employee. During the year under review the Company has notreceived or disposed any complaint relating to sexual harassment at work place of anywomen employee.
Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. Your Company thrust is on the promotion of talent internallythrough job rotation and job enlargement.
During the Year under review Your Company enjoyed cordial relationship with workersand employees at all levels.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
ENVIRONMENT & GREEN INITIATIVE
The Company is committed to the environment. The Company continues to upkeep effluentand chemical treatment plant. Continuous check of air and water pollution at manufacturingunit is made and monitored.
As part of promoting green initiative by the Company copies of the Annual Report forthe year 2016-17 alongwith Notice of AGM are sent to the shareholders whose emailaddresses are registered with the Depository Participants. For those members who have notregistered their email address physical copies are sent to them.
Your Directors would like to place their deep appreciation of the devoted services ofthe loyal workers executives and other staff of the Company who have contributed in everypossible measure towards consistent growth of the Company. The Directors are also thankfulto the Bankers- State Bank of India investors customers for their continued supportduring the year.
| ||For and on behalf of the Board |
| ||For Ashiana Ispat Limited |
|Place: Bhiwadi || |
|Date: 01.08.2017 || |
|(Naresh Chand) ||(Puneet Jain) |
|Chairman ||Managing Director |
|DIN: 00004500 ||DIN: 00814312 |