Your Directors are pleased to present the Twenty Fourth Annual Report of your Companyalong with the Audited financial statements for the financial year-ended 31 March 2016.
| || ||Rs In lacs |
|Particulars ||2015-2016 ||2014-2015 |
|1 Gross Sale ||21600.02 ||29909.97 |
|2 Profit before Depreciation interest and Tax ||698.50 ||1046.11 |
|3 Interest ||472.43 ||600.76 |
|4 Depreciation ||138.53 ||152.55 |
|5 Profit/ (Loss) for the year before tax ||87.54 ||292.80 |
|6 Balance (Cr.) brought forward from the previous year ||1831.48 ||1641.16 |
|7 Balance (Cr.) carried forward to the Balance Sheet ||1865.92 ||1831.48 |
During the year under review your Company has recorded revenue of Rs 21600.02 Lacsthereby showing a decrease by 27.78%.
Consequently profit before tax and net profit reduced by 70.10% and 67.46%respectively.
Steel market (TMT Bar manufacturing sector) specially secondary producer has been amongthe sectors worst hit by the economic downturn which coupled with high interest rates inthe face of persistent inflation and also due to slowdown of the real estate market thatremains in the grip of a two year old downturn as potential customers shun purchasesleaving developers struggling with unsold inventory and stalled projects.
Meanwhile Chinese steel appetite started reducing but the production levels had alreadygone quite high. They had option either to close down or to export. They obviously chosethe second option. This was enough to tilt the global demand supply balance which wasalready delicately poised. This started affecting the prices and took out the viabilityfrom the entire process chain. Thus we can see that though the raw material prices arequite soft there is hardly any profitability at any stage of steelmaking. As such theglobal steel industry is shrinking and one needs to stick to his core activity.
Indian markets may be stagnated at this stage but it is understood that many megaprojects like 100 smart cities are about to kick off and this is sure to give a big boostto steel demand in the country. With no other economy in the world doing as good asIndian India is almost perceived as the 'growth engine' of the world economy. This cansurely give a big advantage in terms of attracting overseas companies as well asinvestments.
2. DIVIDEND: Keeping in view the future fund requirements of the company forachieving the long term growth objectives the Board of Directors has not recommended anydividend and transferred all the distributable profit to the general reserve account ofthe company.
3. Responsibility Statement:
The Directors confirm that:
In the preparation of the annual accounts for the year ended March 31 2016 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 31 March 2016 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. Naresh Chand (DIN:00004500) Director of the Company retire by rotation at the ensuing Annual GeneralMeeting (AGM) and being eligible has offered himself fir 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 exceptManaging Director will retire at the ensuing Annual General Meeting and being eligibleoffer themselves for reappointment. We also confirm that remuneration paid to alldirectors is as prescribed by the Nomination and Remuneration Committee.
Mr. Suresh Chand was being appointed as an Additional Director on the Board w.e.f06.05.2016. Shareholders proposed their name to be appointed as Director liable to retireby rotation.
Board of Directors proposed his name for the office of Whole time Director
Mr. Puneet Jain subject to approval of Shareholders and other authority if anyrequired was elevated to occupy the chair of Managing Director by the Board of Directorsin their meeting held on 30/05/2016.
Mr. Naresh Chand stepped down as Managing Director of the Company w.e.f 25.01.2016consequent to his expiry of term as Managing Director. But he will be continued asDirector and Chairman of the Company.
Mr. Neeraj Kumar Jain Mr. Sanjay Kumar Jain Mr. Naman Jain Directors of the Companyhave resigned from the directorships w.e.f 06/05/2016. The Board places on record its deepappreciation for the services rendered by them during their tenure.
Mr. Rajinder Parshad Bansal resigned as Independent Director w.e.f 06/05/2016 due topersonal reasons. The Board places on record its deep appreciation for the servicesrendered by him during his tenure.
Inter se Transfer of Shares:
There were two group of Promoters one group lead by Mr. Neeraj Kumar JainBrother-in-Law of other Group lead by Mr. Naresh Chand since June 1996.
Both group carried business amicably for more than two decades and when next generationis ready to replace the former they decided to do a family partition of business byquitting the company and therefore they adopted "Interse transfer of shares"mode. Mr. Neeraj Kumar Jain and his family and associates decided to transfer all theirholding in favour of his brother in law Mr. Naresh Chand and his family members. All theproceeding as required under Regulation 10(5) 10(6) and 10(7) and other regulation of theSEBI Takeover Regulation 2011 has been complied with and also necessary forms asprescribed under Companies Act 2013 and Rules made there under have been filed withRegistrar of Companies Rajasthan.
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.
A. STATUTORY AUDITORS
M/s S. Singhal & Company Chartered Accountants bearing ICAI RegistrationNo.001526C are proposed to be appointed as Auditors of the Company from the conclusion ofthe ensuing Annual General Meeting till the conclusion of the next Annual General Meetingof the Company held thereafter
As required under Section 139 of the Companies Act 2013 the Company has obtained awritten Consent from M/s S. Singhal & Company Chartered Accountants 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 Sanjay Garg & Co. Cost Accountants as cost auditors ofthe Company for the financial year 2016-17.
C. SECRETARIAL AUDITOR
M/s Bir Shankar & Co. Practicing Company Secretary was appointed as theSecretarial Auditor of the Company for the year 2016-17. The Secretarial audit report forthe period ended March 31 2016 forms part of this report.
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-A tothis report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014a statement showing the remuneration and other details forms part of this report asAnnexure-B.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management discussion and Analysis Report is enclosed as a separatepart of 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. The Companies Act 2013 and SEBI'sListing Regulations 2015 have provided a strong foot for strengthening the compliancenorms in the area of governance.
The report on corporate 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 as providedby SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
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.
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 maximum interval between twomeetings did not exceed as prescribed 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.Independent Directors forms the major composition of these Committees details of whichare annexed to the Corporate Governance Report.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS
Details of loans given or investments made or guarantee given by the Company formspart of this Report in Annexure-C.
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 inorder to protect the interest of the employees and executives in reporting theirgrievances in a protected manner. The policy on vigil mechanism may be accessed on theCompany's website www.ashianaispat.in/corporategovernance/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-D.
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 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-E.
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) ||(Puneet Jain) |
|Chairman ||Managing Director |
|DIN: 00004500 ||DIN: 00814312 |
|Place: Bhiwadi || |
|Date: 30.05.2016 || |
Information on Energy Conservation technology absorption and foreign exchange earningsand outflow
| ||As at 31.03.16 ||As at 31.03.15 |
|POWER AND FUEL CONSUMPTION || || |
|ELECTRICITY || || |
|Purchase Unit (KWH) ||30192769 ||30929961 |
|CTD Section ||11122198 ||12143230 |
|Ingot Section ||19070571 ||18786731 |
|Total Amount ||181009061 ||164331388 |
|Consumption (Unit/MT) || || |
|CTD Section ||173 ||173 |
|Ingot Section ||844 ||840 |
|Own Generation ||NIL ||NIL |
|Through Diesel Generation ||NIL ||NIL |
|Through Steam Turbine ||NIL ||NIL |
|Coal || || |
|Purchased (Unit -MT) ||7238.300 ||9123.87 |
|Total Purchase Amt ( in `) ||56609001 ||83402366 |
|Consumption (Unit-MT) ||7112.36 ||8949.955 |
|Furnace || || |
|Oil Purchased (Unit -KL) ||399.545 ||0 |
|Total Purchase Amt( in `) ||5675567 ||0 |
|Consumption (Unit-KL) ||375.885 ||0 |
|EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT || || |
| || ||(Rs In lacs) |
|Capital ||25.38 ||NIL |
|Recurring ||NIL ||NIL |
|Total ||25.38 ||NIL |
FOREIGN EXCHANGE EARNING AND OUTGO