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Ashiana Ispat Ltd.

BSE: 513401 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE587D01012
BSE LIVE 13:45 | 07 Dec 10.30 -0.51
(-4.72%)
OPEN

11.35

HIGH

11.35

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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 11.35
PREVIOUS CLOSE 10.81
VOLUME 900
52-Week high 15.70
52-Week low 7.19
P/E 6.17
Mkt Cap.(Rs cr) 4.59
Buy Price 10.30
Buy Qty 125.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.35
CLOSE 10.81
VOLUME 900
52-Week high 15.70
52-Week low 7.19
P/E 6.17
Mkt Cap.(Rs cr) 4.59
Buy Price 10.30
Buy Qty 125.00
Sell Price 0.00
Sell Qty 0.00

Ashiana Ispat Ltd. (ASHIANAISPAT) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the Twenty Third Annual Report of your Companyalong with the Audited financial statements for the financial year-ended 31st March 2015.

Financial results:

Rs. In lacs

Sl. No. Particulars 2014-2015 2013-2014
1 Gross Sale 29909.97 29699.68
2 Profit before Depreciation interest and Tax 1046.11 1047.08
3 Interest 600.76 605.45
4 Depreciation 152.55 157.00
5 Profit/ (Loss) for the year before tax 292.80 284.63
6 Balance (Cr.) brought forward from the previous year 1641.16 1421.43
7 Balance (Cr.) carried forward to the Balance Sheet 1831.48 1641.16

OPERATIONS

During the year under review your Company has recorded revenue of Rs. 29909.97 Lacsthereby showing an increase by 0.71%. Because of the increase in revenues PBT registereda significant growth and remain at Rs. 292.80 Lacs. However PAT showed a decline by9.43%.

The financial year 2014-15 has been quite a successful year for the company as far asrevenues are concerned. The increase in revenues showed rising demand for steel. Thefactors which contributed for a better market for steel includes an estimatedinfrastructure investment of nearly a trillion dollars a projected growth ofmanufacturing from current 8% to 11-12% increase in urban population to 600 million by2030 from the current level of 400 million and emergence of the rural market.

DIVIDEND

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.

Responsibility Statement:

The Directors confirm that:

• In the preparation of the annual accounts for the year ended March 31 2015 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 31st March 2015 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 Director of theCompany retire by rotation at the ensuing Annual General Meeting (AGM) and being eligiblehas offered himself for re-appointment.

Inductions:

During the year the Board of Directors appointed Mrs. Shruti Jain as an AdditionalDirector with effect from 20.03.2015 to hold office up to the date of forthcoming AnnualGeneral Meeting. Being eligible Mrs. Shruti Jain offered herself to be appointed as theIndependent Director of your company.

Board also appointed Mr. Naman Jain as a Non-executive Additional Director on therecommendation of nomination and remuneration committee thus making total of 10 memberson the Board as on 31st March 2015 out of which 5 are independent directors. The Companyhad received a notice in writing from a member along with a deposit of Rs 100000 (RupeesOne lakh only) proposing the candidature of Mr. Naman Jain for the office of Director ofthe Company liable to retire by rotation.

The Board periodically reviews its composition for determining any change in the sizeand structure.

As per the provisions of the Companies Act 2013 Independent Directors are required tobe appointed for a term of five consecutive years but shall be eligible for reappointmenton passing of an ordinary resolution by the Company and shall not be liable to retire byrotation. All other Directors except the Managing Director will retire at the ensuingAnnual General Meeting and being eligible offer themselves for re-election.

The Independent Directors of your Company have given the certificate of independence toyour Company stating that they meet the criteria of independence as mentioned underSection 149 (6) of the Companies Act 2013.

The policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Director and alsoremuneration for Key Managerial Personnel and other employees forms part of this AnnualReport as Annexure-A.

The Company has formulated a policy for performance evaluation of IndependentDirectors.

AUDITORS

A. STATUTORY AUDITORS

M/s. S. Singhal & Company Chartered Accountants (ICAI Reg. No. 001526C) areproposed to be appointed as Auditors of the Company from the conclusion of the ensuingAnnual General Meeting till the conclusion of the next Annual General Meeting of theCompany held thereafter subject to ratification of the appointment by the members atevery AGM held after the ensuing AGM.

As required under Section 139 of the Companies Act 2013 the Company has obtained awritten Consent from S. Singhal & Company Chartered Accountants to such appointmentand also a certificate to the effect that their appointment if made would be inaccordance with Section 141 of the Companies Act 2013 and the rules made there under asmay be applicable.

B. COST AUDITOR

The Board has appointed M/s Sanjay Garg & Co. Cost Accountants as cost auditors ofthe Company for the financial year 2015-16.

C. SECRETARIAL AUDITOR

M/s Bir Shankar & Co. Practicing Company Secretary was appointed as theSecretarial Auditor of the Company for the year 2014-15.

The Board has appointed M/s Bir Shankar & Co. Practising Company Secretary toconduct secretarial audit for the financial year 2015-16.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Your company is doing is 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 are given as an Annexure-B tothis report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the remuneration and other details is being annexed to this report asAnnexure-C

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges the Managementdiscussion and Analysis Report is enclosed as a separate part of this report.

CORPORATE GOVERNANCE

The Company is committed to adhere to the best practices of corporate governancerequirements as set out under Clause 49 of the listing agreement. This is ensured bytaking business decisions in conformity with ethical standards and conducting business

The report on corporate governance as stipulated under clause 49 of the listingagreement with the stock exchange forms an integral part to the Annual Report.

The certificate from the Auditors confirming compliance with the provisions ofCorporate Governance has been attached with the report on Corporate Governance

In terms of the Clause 49 of the listing Agreement a certificate of the CEO interalia complying the correctness of the financial statements adequacy of the internalcontrol measures and reporting of matters to the Audit Committee in terms of the saidclause is also enclosed as a part of the report.

CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and / or entered in the OrdinaryCourse of Business and are at Arm's length. All Related Party Transactions entered duringthe year were in Ordinary Course of the Business and on Arm's Length basis.

No Material Related Party Transactions i.e. transactions exceeding ten percent of theannual consolidated turnover as per the last audited financial statements were enteredduring the year by your Company. Accordingly the disclosure of Related Party Transactionsas required under Section 134(3) (h) of the Companies Act 2013 in Form AOC 2 is notapplicable.

MEETINGS OF THE BOARD

The Board met six times during the year details of which are given in CorporateGovernance Report forming part of this Annual Report. The gap between the meetings is asper the provisions of Companies Act 2013.

AUDIT COMMITTEE

The Audit Committee is comprised of Independent Directors viz. Sh. T.C. Kansal Sh.R.P. Bansal and Sh. Rajesh Kumar Pal as members. All recommendations made by the AuditCommittee were accepted by the Board.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS

Details of loans guarantee or investments made by your Company under Section 186 ofthe Companies Act 2013 during the financial year 2014-15 are appended as Annexure-D tothis Report

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration u/s 149(7) of the Companies Act 2013 fromIndependent Director confirming they meet the criteria of independence as prescribed underCompanies Act 2013 and Clause 49 of the Listing Agreement.

VIGIL MECHANISM

The Company has established a vigil mechanism incorporating a whistle blower policy inlines with the Clause 49 of the Listing Agreement in order to protect the interest of theemployees and executives in reporting their grievances in a protected manner. It alsoprovides for the protection against victimization of directors and employees who avail themechanism and allows direct communication with the Chairperson of the Audit Committee incertain exceptional circumstances. The policy on vigil mechanism may be accessed on theCompany's website www.ashianaispat.in/c orporategovernance/policies

EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act 2013extract of the Annual Return is being annexed with this Report as Annexure-E

AUDITORS' REPORT- OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNT

The observations of the Auditors in the Auditors' report on the accounts of the Companytogether with the Notes to Accounts are self-explanatory and therefore do not call forany further explanation in the opinion of Directors.

SECRETARIAL AUDIT REPORT

The secretarial audit report confirms that the Company has complied with all therelevant provisions of the Companies Act 2013 Listing Agreement with the Stock Exchangeand other necessary compliances under various Acts in so far as applicable to theCompany. The report does not contain any qualifications reservation or adverse remark.

The secretarial audit report forms part of this report and attached as Annexure-F.

ACKNOWLEDGEMENT:

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 Bikaner & Jaipur investors customers for theircontinued support during the year.

For and on behalf of the Board
For Ashiana Ispat Limited
(Naresh Chand) (Neeraj Kumar Jain)
Managing Director Whole Time Director
DIN : 00004500 DIN : 01335390
Place: Bhiwadi
Date: 30.05.2015

ANNEXURE-A

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

Remuneration to KMPs and Company’s employees is decided after considering thefollowing factors: (i) Restrictions specified in various Acts like Companies Act IncomeTax. Etc. (ii) Market trend for remuneration paid for similar positions. (iii) Performanceof the person in the Company. (iv) Profits of the company.

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters provided under sub-section (3) of section 178relating to the remuneration for the Directors key managerial personnel and otheremployees. As required by the rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the prescribed details are annexed to this report.

ANNEXURE-B

INFORMATION ON ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTFLOW

POWER AND FUEL CONSUMPTION As at 31.03.2015 As at 31.03.2014
ELECTRICITY
Purchase Unit (KWH) 30929961 29900499
CTD Section 12143230 12392994
Ingot Section 18786731 17507505
Total Amount 183641789 164331388
Consumption (Unit/MT)
CTD Section 173 174
Ingot Section 840 756
Own Generation NIL NIL
Through Diesel Generation NIL NIL
Through Steam Turbine NIL NIL
Coal
Purchased (Unit-MT) 9123.870 8685.075
Total Amount (in `) 83402366 72008580
Consumption (Unit/MT) 8949.955 9023.24
Furnace Oil
Purchased (Unit-KL) 0.000 0.000
Total Amount (in `) 0 0
Consumption (Unit/KL) 0.000 0.000

EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT

Rs. In lacs
Capital NIL
Recurring NIL
Total NIL
FOREIGN EXCHANGE EARNING AND OUTGO

Details are given in Note 36 of Notes to Financial Statements

ANNEXURE-C

1 (i) The information required pursuant to Section 197 read with Rule 5 (1) (i) of TheCompanies (Appointment and Remuneration) Rules 2014 in respect of ratio of remunerationof each director to the median remuneration of the employees of the Company for theFinancial Year are as follows:

Name of the Director/ KMP and Designation Remuneration (Rs. in lacs) % increase in remuneration from previous year Ratio (Remuneration of Director to Median Remuneration)

Comparison of the remuneration of the KMP against the performance of the Company

%of Net Profit %of Turnover
Sh. Naresh Chand Managing Director 15.00 No change 29:1 7.54 0.05
Sh. Neeraj Kumar Jain Whole-time Director 14.40 No change 28:1 7.24 0.05
Sh. Puneet Jain Whole-time Director 14.40 No change 28:1 7.24 0.05
Sh. Sanjay Kumar Jain Whole-time Director 14.40 No change 28:1 7.24 0.05
Sh. Harun Rashid Ansari Company Secretary 2.40 No change 4:1 1.21 0.00

Note: For this purpose sitting fees paid to the Directors have not been considered asremuneration. *MRE-Median Remuneration of Employee based on annualized salary

(ii) The median remuneration of employees of the Company during the financial year was0.51 lac p.a;

(iv) There were 117 permanent employees on the rolls of the Company as on March 312015;

(v) Relationship between average increase in remuneration and Company performance:- Thefollowing factors are considered while giving increase in the remuneration:

(a) Financial performance of the Company

(b) Comparison with peer companies and

(c) Industry benchmarking and consideration towards cost of living adjustment/inflation.

(vi) Comparison of the remuneration of the Key Managerial Personnel(s) against theperformance of the Company:- For the financial year 2014-15 Key Managerial Personnel werepaid 30.47 % and 0.20 % of the net profit and turnover respectively of the Company.

(vii) The key parameters for the variable component of remuneration availed by theExecutive Director and CEO is based on his performance and Company's performance

(viii) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year :- Not applicable; and

(ix) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel Senior Management Personnel and other employees.

2 (i) Employed throughout the year and were in receipt of remuneration at the rate ofnot less than Rs.60 lac per annum. Nil

(ii) Employed for a part of the financial year and separated were in receipt ofremuneration at the rate of not less than Rs. 5 lac per month. Nil

ANNEXURE-D

Particulars of Loans Guarantees or Investments

Amount outstanding as at 31st March 2015

Particulars Amount in Lacs
Loans given 0.00
Guarantee given 0.00
Investments made 87.77

Loan Guarantee and Investments made during the Financial Year 2014-15

Name of Entity Relation Amount in lacs Particulars of loan guarantee and investments Purpose for which the loans guarantee and investments are proposed to be utilzed

NIL

ANNEXURE-E

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L27107RJ1992PLC006611
2. Registration Date 25/03/1992
3. Name of the Company ASHIANA ISPAT LIMITED
4. Category/Sub/category of the Company PUBLIC COMPANY/ LIMITED BY SHARES
5. Address of the Registered office & contact details A-1116 RIICO INDUSTRIAL AREA PHASE-III BHIWADI- 301019 DIST- ALWAR (RAJASTHAN)
E-MAIL : ail@ashianaispat.in
6. Whether listed company YES
7. Name Address & contact details of the Registrar & Transfer Agent if any. LINK INTIME INDIA PVT. LTD.
44 Community Centre Naraina Industrial Area Phase-I Near
PVR Cinema New Delhi-110028
Ph: 011-41410592-94

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the company shall be stated)

S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 TMT BARS 27151 98.65
2
3

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

S N Name of Company Address CIN/GLN Holding/Subsidiary/Associate % of shares held Applicable Section
1 NA NA NA NA NA NA
2
3

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year[As on 31/March/2014] No. of Shares held at the end of the year[As on 31/March/2015]
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. Promoter s
(1) Indian
a) Individual/ HUF 261600 1330900 1592500 35.67 1402700 189800 1592500 35.67 -
b) Central Govt 0 0 0 0 0 0 0 0 -
c) State Govt(s) 0 0 0 0 0 0 0 0 -
d) Bodies Corp. 0 0 0 0 40000 0 40000 0.9 100.00
e) Banks / FI 0 0 0 0 0 0 0 0 -
f) Any other 0 0 0 0 0 0
Total shareholding of Promoter (A) 261600 1330900 1592500 35.67 1442700 189800 1632500 36.56 +2.52%
B. Public Shareholding
1. Institutions 0 0 0 0 0 0 0 0
a) Mutual Funds 0 0 0 0 0 0 0 0
b) Banks / FI 0 0 0 0 0 0 0 0
c) Central Govt 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0
g) FIIs 0 0 0 0 0 0 0 0
h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0
i) Others (specify) 0 0 0 0 0 0 0 0
Sub-total (B)(1):- 0 0 0 0 0 0 0 0
2. Non- Institutions
a) Bodies Corp.
i) Indian 544159 2800 546959 12.25 566241 2800 569041 12.75 +4.08%
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 665970 1276735 1942705 43.51 678703 1263235 1941938 43.49 -0.04%
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 285880 77900 363780 8.15 224362 77900 302262 6.77 -16.93%
c) Others (specify)
Non Resident Indians 470 0 470 0.01 555 0 555 0.01 -
Overseas Corporate Bodies
Foreign Nationals
Clearing Members 100 0 100 0.00 200 0 200 0.00 -
Trusts/HUF 18286 0 18286 0.41 18304 0 18304 0.41 -
Foreign Bodies / D R
Sub-total (B)(2):- 1514865 1357435 2872300 64.33 1488365 1343935 2832300 63.44 -1.38%
Total Public Shareholding (B)=(B)(1)+ (B)(2) 1514865 1357435 2872300 64.33 1488365 1343935 2832300 63.44 -1.38%
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 -
Grand Total (A+B+C) 1776465 2688335 4464800 100 2931065 1533735 4464800 100 -

B) Shareholding of Promoter-

Shareholding at the beginning of the year Shareholding at the end of the year
SN Shareholder’s Name No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in shareholding during the year
1 PUNEET JAIN 224600 5.03 0.00 224600 5.03 0.00 -
2 UMA JAIN 94000 2.11 0.00 94000 2.11 0.00 -
3 NARESH CHAND 220000 4.93 0.00 220000 4.93 0.00 -
4 VANDANA JAIN 215690 4.83 0.00 215690 4.83 0.00 -
5 NEERAJ KUMAR JAIN 221300 4.96 0.00 221300 4.96 0.00 -
6 SUKHBIR SINGH JAIN 40000 0.90 0.00 0 0 0 -100%
7 RENU JAIN 56000 1.25 0.00 56000 1.25 0.00 -
8 SANJAY JAIN 222500 4.98 0.00 262500 5.88 0.00 +18.07%
9 NARESH CHAND (HUF) 97410 2.18 0.00 97`410 2.18 0.00 -
10 NEERAJ KUMAR JAIN & SONS HUF 100000 2.24 0.00 100000 2.24 0.00 -
11 KRITIKA JAIN 100000 2.24 0.00 0 0 0
12 SWATI JAIN 1000 0.02 0.00 1000 0.02 0.00
13 NAMAN JAIN 0 0 0 100000 2.24 0.00

C) Change in Promoters' Shareholding (please specify if there is no change)

SN Particulars Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 1592500 35.67% 1632500 36.56%
Ashiana Fincap Private Limited acquired shares through secondary market. 0 0 40000 0.90%
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.):
At the end of the year 1592500 35.67% 1632500 36.56%

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors Promoters and Holders of GDRs and ADRs):

SN For Each of the Top 10 Shareholders No. of Shares held at the beginning of the year [As on 31-March-2014] No. of Shares held at the end of the year [As on 31-March-2015] % Change in share- holding during the year
No. of Shares % of total Shares of the Company No. of Shares % of total Shares of the Company
1. Shailendra Kumar Singhal 29812 0.67 34075 0.76 0.09
2. Ashiana Fincap Pvt. Ltd. 0 0.00 40000 0.90 0.90
3. Hem Securities Limited 23838 0.53 29922 0.67 0.14
4. Kamdhenu Steels & Alloys Limited 220273 4.93 220273 4.93 -
5. Kamdhenu Steels & Alloys Limited 53562 1.20 53562 1.20 -
6. Ragini Singhal 29967 0.67 31317 0.70 0.03
7. Ramakant & Co. Pvt. Ltd. 28315 0.63 32275 0.72 0.09
8. Satyam Comex Pvt. Ltd. 144879 3.24 144879 3.24 -
9. Shree Giriraj Securities Pvt. Ltd. 13195 0.30 43195 0.96 0.66
10. Snehalatha Singhi 65864 1.48 65864 1.48 -

E) Shareholding of Directors and Key Managerial Personnel:

SN Name Shareholding Increase / Decrease in Promoters Share holding Reason Cumulative Share Holding As on 31-03- 2015
At the beginning of the year (01-04-2014) % of total shares
Directors
1. Sh. Naresh Chand Managing Director 220000 4.93 Nil movement 220000
2. Sh.Neeraj Kumar Jain Executive Director 221300 4.96 Nil movement 221300
3. Sh. Puneet Jain Executive Director 224600 5.03 Nil movement 224600
4. Sh. Sanjay Kumar Jain Executive Director 222500 4.98 +40000 Transfer 262500
5. Sh. Naman Jain Non-Executive Director 0 0.00 +100000 Transfer 100000
6. Sh. Tarachand Kansal Independent Director 0 0.00 Nil movement 0 0.00
7. Sh. Rajesh Kumar Pal Independent Director 0 0.00 Nil movement 0 0.00
8. Sh. Rajinder Parshad Bansal Independent Director 0 0.00 Nil movement 0 0.00
9. Sh. Ram Kumar Garg Independent Director 0 0.00 Nil movement 0 0.00
10. Smt. Shruti Jain Independent Director 0 0.00 Nil movement 0 0.00
Key Managerial Personnel
11. Sh. Harun Rashid Ansari Company Secretary 0 0.00 Nil movement 0 0.00

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accruedbut not due for payment.

Secured Loans excluding deposits Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year
I) Principal Amount 254356933 167764105 - 422121038
ii) Interest due but not paid

-

-

-

-

iii) Interest accrued but not due - - - -
Total (i+ii+iii) 254356933 167764105 - 422121038
Change in Indebtedness during the financial year
* Addition - 232323973 - 199335034
* Reduction 32988939 - - -
Net Change
Indebtedness at the end of the financial year
i) Principal Amount 221367994 400088078 - 621456072
ii) Interest due but not paid - - -
iii) Interest accrued but not due - - -
Total (i+ii+iii) 221367994 400088078 - 621456072

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

SN. Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount
Naresh Chand Nee raj Kumar Jain Puneet Jain Sanjay Kumar Jain
1 Gross salary (Rs. in lacs) 15.00 14.40 14.40 14.40 58.20
(a) Salary as per provisions contained in section 17(1) of the Incometax Act 1961 - - - - -
(b) Value of perquisites u/s 17(2) Incometax Act 1961 - - - - -
(c) Profits in lieu of salary under section 17(3) Income tax Act 1961 - - - - -
2 Stock Option - - - - -
3 Sweat Equity - - - - -
4 Commission as % of profit others specifyE
5 Others please specify - - - - -
Total (A) 15.00 14.40 14.40 14.40 58.20
Ceiling as per the Act

Rs. 168 lakhs

B. Remuneration to other directors

SN. Particulars of Remuneration

Name of Directors

Total Amount
Mr. T.C. KANSAL Mr. Ram Kumar Garg Mr. R.P. Bansal Mr. Rajesh Kumar Pal
1 Independent Directors - - - - -
Fee for attending board committee meetings (Amount in Rs.) 12000 10000 12000 10500 44500
Commission - - - - -
Others please specify - - - - -
Total (1) 12000 10000 12000 10500 44500
2 Other NonExecutive Directors - - - - -
Fee for attending board committee meetings - - - - -
Commission - - - - -
Others please specify - - - - -
Total (2) - - - - -
Total (B)=(1+2) 12000 10000 12000 10500 44500
Total Managerial Remuneration 12000 10000 12000 10500 44500
Overall Ceiling as per the Act - - - - -

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN Particulars of Remuneration

Key Managerial Personnel

CEO CS CFO Total
1 (Amount in Rs.) - 20000 - 20000
(a) Salary as per provisions contained in section 17(1) of the Incometax Act 1961 - - - -
(b) Value of perquisites u/s 17(2) Incometax Act 1961 - - - -
(c) Profits in lieu of salary under section 17(3) Incometax Act 1961 - - - -
2 Stock Option - - - -
3 Sweat Equity

-

-

-

-

4 Commission

-

-

-

-

as % of profit - - - -
others specifyE - - - -
5 Others please specify - - - -
Total - 20000 - 20000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the

Companies

Act

Brief

Description

Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty NIL
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

ANNEXURE-F

SECRETARIAL AUDIT REPORT

For The Financial Year Ended 31 st March 2015

Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

To

The Members

M/s. Ashiana Ispat Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Ashiana Ispat Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

We report that -

a) Maintenance of secretarial records is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

b) We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

c) We have not verified the correctness and appropriateness of the financial statementsof the Company.

d) The compliance of the provisions of the Corporate and other applicable laws rulesregulation standards is the responsibility of the management. Our examination was limitedto the verification of procedures on test basis.

e) The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company Its officers agents and authorized representatives during theconduct of Secretarial Audit we hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31 st March 2015 compliedwith the statutory provisions listed hereunder and also that the Company has proper Boardprocesses and compliance mechanism in place to the extent in the manner and subject tothe reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31" March 2015according to the provisions of:

(I) The Companies Act 2013 (the Act) and the rules made there under:

(II) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder:

(III) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(IV) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(V) The following Regulations and Guidelines prescribed under the Securities andExchange Board India Act 1992 (SEBI Act')-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities arid Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

We have also examined compliance with the applicable clauses of the Listing Agreementsentered into by the Company with BSE Limited.

During the period under review the Company has complied with the provisions of theAct Rules Regulations and Guidelines provisions of listing agreement to the extentapplicable as mentioned above except the copy of Limited Review Report sent to stockexchange.

(VI) The Company is in the business of manufacturing of Iron and steels- TMT BarBillet/ Ingot for a vast variety of application. As informed to me the following otherLaws specifically applicable to the Company as under:

1. The Air (Prevention and Control of Pollution) Act 1981

2. The Environment (Protection) Act 1986

3. The Employees' Provident Funds and Miscellaneous Provisions Act 1952

4. Employees' State Insurance Act 1948

5. Equal Remuneration Act 1976

6. The Factories Act 1948

7. The Industrial Employment (Standing Orders) Act 1946

8. Maternity Benefit Act 1961

9. Legal Metrology Act 2009

10. The Minimum Wages Act 1948

11. The Payment of Wages Act 1936

12. The Negotiable Instruments Act 1881

13. The Water (Prevention and Control of Pollution) Act 1974

We have checked the compliance management system of the Company to obtain reasonableassurance about the adequacy of systems in place to ensure compliance of specificallyapplicable laws and this verification was done on test basis. We believe that tile Auditevidence which we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion. In our opinion and to the best of our information and according toexplanations given to us we believe that the compliance management system of the Companyis adequate to ensure compliance of laws specifically applicable to the Company.

We further report that the Board of Directors of the Company was duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.

Adequate notices were given to all directors of the Board Meetings; agenda and detailednotes on agenda were sent at least seven days in advance and a system exists for seekingand obtaining further information and clarifications on the agenda items before themeeting for meaningful participation at the meeting.

Board decisions are carried out with unanimous consent and therefore no dissentingviews were required to be captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the company has not bought back itsequity shares and there were no instances of

(i) Public/Rights/Preferential issue of shares/debentures/sweat equity.

(ii) Redemption of securities.

(iii) Decisions by the Members in pursuance to section 180 of the Act.

(iv) Merger/ Amalgamation/Reconstruction.

(v) Foreign technical collaborations.

for Bir Shankar & Co.
Company Secretaries
Sd/-
CS Bir Shankar
Place: Delhi Proprietor
Date: 30.05.2015 C.P. No.7076

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