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Aanchal Ispat Ltd.

BSE: 538812 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE322R01014
BSE 12:35 | 26 May 12.70 -0.65
(-4.87%)
OPEN

13.65

HIGH

13.65

LOW

12.70

NSE 05:30 | 01 Jan Aanchal Ispat Ltd
OPEN 13.65
PREVIOUS CLOSE 13.35
VOLUME 4448
52-Week high 24.50
52-Week low 4.55
P/E
Mkt Cap.(Rs cr) 26
Buy Price 0.00
Buy Qty 0.00
Sell Price 12.70
Sell Qty 555.00
OPEN 13.65
CLOSE 13.35
VOLUME 4448
52-Week high 24.50
52-Week low 4.55
P/E
Mkt Cap.(Rs cr) 26
Buy Price 0.00
Buy Qty 0.00
Sell Price 12.70
Sell Qty 555.00

Aanchal Ispat Ltd. (AANCHALISPAT) - Director Report

Company director report

To the Members

The Board of Directors present the 26th Integrated Annual Report of Aanchal IspatLimited (the Company) along with the audited financial statements for the financial yearended March 31 2021.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended 31st March 2021 is summarisedbelow:

PARTICULARS 2020-2021 2019-2020
Sales and other operating Income 1243092099 1722324148
Earnings before Interest Tax Depreciation & amortization (EBITDA) (137235879) (24309795)
Finance costs 67368852 51522580
Depreciation and amortization expenses 6172106 7387063
Profit/ (loss) before tax (63694921) (83219438)
a) Current Tax - -
b) Current Tax Expense relating to Prior Year's - -
c) Deferred Tax (9832642) (335297)
Profit/(loss) for the period (53862279) (82884141)

2. RESULTS OF OPERATIONS AND STATE OF THE COMPANY'S AFFAIRS:

The Company's revenue in FY2020-21 was Rs. 1243092099 EBIDTA stood atRs.(137235879) compared to Rs.(24309795)in the previous year. The Company reportedpost-tax loss of Rs.(53862279) in FY2020-2021 compared to a post-tax profit of Rs.(82884141) in the previous year.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves for the year ended 31stMarch 2021.

4. DIVIDEND

The Board of Directors do not recommend the payment of any dividend on equity sharesfor the year ended 31st March 2021.

5. CHANGE IN THE NATURE OF BUSINESS

The company is engaged in manufacturing of wide range of TMT Bars MS Rounds &Structural besides Trading of Steel Products etc. There has been no change in the natureof business of the Company.

6. SHARE CAPITAL

The paid up Equity Share Capital as at March 31 2021 stood at Rs. 20.85 cores. Duringthe year under review the Company has not issued shares or convertible securities orshares with differential voting rights nor has granted any stock options or sweat equityor warrants. As on March 31 2021 none of the Directors of the Company hold instrumentsconvertible into Equity Shares of the Company.

7. ANNUAL RETURN

In terms of provisions of Section 92(3) of the Companies Act 2013 and Rule 12 of theCompanies (Management & Administration) Rules 2014 a copy of the Annual return asprescribed under Section 92 of the Companies Act 2013 forms a part of this report and isannexed as Annexure -"A" and the same can also be assessed at the website of theCompany at www.aanchalispat.com.

8. DEPOSITS

The Company has not accepted any public deposit during the year under review and noamount against the same was outstanding at the end of the year.

9. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The company is not having holding or subsidiary company during the year and no othercompany has become holding / subsidiary/ joint venture.

10. SECRETARIAL STANDARDS OF ICSI

The Ministry of Corporate Affairs has mandated SS-1 and SS-2 with respect toboard/committee meetings and general meetings respectively. The Company has ensuredcompliance with the same.

11. REGULATORY STATEMENT

In conformity with provision of regulation 34(2)(c) of SEBI (LODR) Regulations 2015the Cash Flow Statement for the year ended 31.03.2021 is annexed hereto. The equity sharesof the Company are listed on the BSE Ltd.

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

As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies(Accounts) Rules 2014 particulars relating to conservation of Energy R & DTechnology absorption and foreign Exchange earnings / outgo are separately provided in theannexure to this report as Annexure - "B".

13. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

As per the terms of Regulation 34(2) read with Schedule V of SEBI Listing RegulationsManagement's Discussion and Analysis Report for the year under review is presented in aseparate section forming part of the Annual Report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There were changes in the composition of the Board of Directors. None of the Directorsare disqualified from being appointed as Directors as specified in Section 164 of theCompanies Act 2013.

None of the Directors of the Company is disqualified for being appointed as Directoras specified under section 164(2) of the Companies Act 2013 and Rule 14(1) of theCompanies (Appointment and Qualification of Directors) Rules 2014.

The Following director/officials of the Company have been designated as Key ManagerialPersonnels (KMP's) of the Company by the Board of Directors in terms of provisions ofSection 203 of the Companies Act 2013 and the Regulations:

1. Mr. Mukesh Goel Managing Director;

2. Ms. Puja Kaul appointed as the Company Secretary & Compliance Officer of theCompany in the Board Meeting held on 13th May 2021 with immediate effect.;

3. Mr. Mukesh Kumar Agarwal appointed as the Chief Financial Officer of the Companyw.e.f 01st July 2021.

15. RETIREMENT BY ROTATION AND SUBSEQUENT REAPPOINTMENT

In accordance with the provisions of Section 152 and other applicable provisions ifany of the Act (including any statutory modification(s) or re-enactment(s) thereof forthe time being in force) and the Articles of Association of the Company Mr. VijaySrivastava Executive Director is liable to retire by rotation at the ensuing AGM andbeing eligible have offered himself for re-appointment. A resolution seeking shareholders'approval for his re-appointment along with other required details forms part of theNotice.

The Managing Director & CEO and Independent Directors of the Company are not liableto retire by rotation.

16. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act the independent directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16( 1)(b) ofthe SEBI Listing Regulations. There has been no change in the circumstances affectingtheir status as independent directors of the Company.

17. NUMBER OF MEETINGS OF THE BOARD

7 (seven) meetings of the Board of Directors were held during the financial year2020-2021. The details of the meetings of the Board of Directors of the Company convenedand attended by the Directors during the financial year 2020-21 are given in the CorporateGovernance Report which forms part of this Annual Report.

18. NOMINATION AND REMUNERATION POLICY

The salient features of the Nomination and Remuneration Policy of the Company are setout in the Corporate Governance Report which forms part of this Annual Report. The saidPolicy of the Company inter alia provides that the Nomination and Remuneration Committeeshall formulate the criteria for appointment & reappointment of Directors on the Boardof the Company and persons holding Senior Management positions in the Company includingtheir remuneration and other matters as provided under Section 178 of the Act and ListingRegulations.

19. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration and otherCommittees. The Board's performance for the year under review was assessed on the basis ofparticipation of directors quality of information provided/available quality ofdiscussion and contribution etc. A structured questionnaire was prepared after taking intoconsideration inputs received from the directors covering the aforesaid aspects of theBoard's functioning. The overall performance of the Board and Committees of the Board wasfound satisfactory. The overall performance of Chairman Executive Directors and theNon-Executive Directors of the Company was found satisfactory. The review of performancewas based on the criteria of performance knowledge analysis quality of decision makingetc. The manner and detail in which evaluation was carried out is stated in the CorporateGovernance Report which is annexed and forms a part of this report.

20. COMMITTEES

As on 31st March 2021 the Board has three committees: Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee

During the year all recommendations made by the committees were approved by the Board.A detailed note on the composition of the Board and its committees is provided in thecorporate governance report.

• AUDIT COMMITTEE

The Audit Committee comprises of 4 non-executive directors out of which are three areindependent. During the year the Audit Committee met 4 (Four) times to deliberate onvarious matters on 05.11.2020 23.11.2020 14.12.2020 and 13.02.2021.

The Composition of the Audit Committee and the attendance of each member at thesemeetings are as follows:-

Name Position Held Number of Meeting during the Financial Year 2020-21
Entitled Attended
Ms. Nilu Nigania Chairperson 4 4
Mr. Mukesh Agarwal Member 4 4
Mr. Manoj Goel Member 4 4
Mr. Babita Kaur Bagga Member 4 4

The Quarterly Un-audited Financial Results as well as the Annual Financial Statementsare reviewed and examined by the members of the Audit Committee before recommendation ofthe same to the Board of Directors of the Company for their perusal and approval. TheAudit Committee ensures an effective internal control system.

• NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of 4 non-executive directors outof which are three are independent. During the year the Nomination and RemunerationCommittee met 2 (Two) times to deliberate on various matters on 05.11.2020 and 23.11.2020.

The Composition of the Nomination and Remuneration Committee and the attendance of eachmember at these meetings are as follows:-

Name Position Held Number of Meeting during the Financial Year 2020-21
Entitled Attended
Mr. Mukesh Agarwal Chairman 2 2
Ms. Nilu Nigania Member 2 2
Mr. Manoj Goel Member 2 2
Mr. Babita Kaur Bagga Member 2 2

> STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of 4 non-executive directors out ofwhich are three are independent. During the year the Nomination and RemunerationCommittee met 3 (Three) times to deliberate on various matters on 05.11.2020 14.12.2020and 13.02.2021.

The Composition of the Nomination and Remuneration Committee and the attendance of eachmember at these meetings are as follows:-

Name Position Held Number of Meeting during the Financial Year 2020-21
Entitled Attended
Mr. Mukesh Agarwal Chairman 3 3
Ms. Nilu Nigania Member 3 3
Mr. Manoj Goel Member 3 3
Mr. Babita Kaur Bagga Member 3 3

21. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Detail of the separate meeting of the Independent Directors held and attendance ofIndependent Directors therein are provided in the Report on Corporate Governance formingpart of this Report.

22. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All independent directors inducted into the Board are familiarized with the operationsand functioning of the Company. The details of the training and familiarization programare provided in the Corporate Governance report.

23. DIRECTORS RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134(5) of the Companies Act 2013 theBoard of Directors to the best of their knowledge and hereby confirm the following:

(a) in the preparation of the annual accounts for the financial year ended 31st March2021 the applicable accounting standards had been followed along with proper explanationrelating 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 as at 31st March 2021and profit and lossaccount 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 the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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

(e) The directors of the company had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

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

24. AUDITORS & AUDITORS' REPORT

Statutory Auditors

M/s Rajesh Jalan & Associates Chartered Accountants Kolkata (FRN 326370E) wereappointed as Statutory Auditors of the Company for the term of five years at the 25 thAnnual General Meeting held on 15th December 2020 as per the provisions of Companies Act2013.

The Auditors have issued a modified opinion on the Financial Statements for thefinancial year ended 31st March 2021. The Auditors' Report for the financial year ended31st March 2021 on the financial statements of the Company is a part of this AnnualReport.

Cost Auditor

Mr. Rana Ghosh & Co. (firm registration number 102189) was appointed by the Boardof Directors at its meeting held on 23rd November 2020 to audit the cost accountingrecords as may be applicable to the Company for FY 2020-21 and their remuneration wasapproved during the previous Annual General Meeting. Mr. Rana Ghosh was reappointed ascost auditors for FY 2021-22 by the Board of Directors in its meeting held on 30th June2021 and the remuneration payable to the cost auditors is required to be placed before themembers in the ensuing Annual General Meeting for their ratification. Accordingly aresolution seeking members' ratification for the remuneration payable to them is includedin the notice convening the Annual General Meeting. The Board recommends the same forapproval by members at the ensuing Annual General Meeting.

Internal Auditor

The Company appointed M/s. Sailesh Agarwal& Associates LLP (FRN: E300263 ) for theFY 2020-21 an Independent firm of Chartered Accountants to act as an Internal Auditor asper suggestion of auditors and recommendation of the Audit Committee in the Board Meetingheld on 23rd November 2020 in order to strengthen the internal control system for theCompany.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyappointed M/s Manisha Saraf & Associates Practicing Company Secretaries as itssecretarial auditor to undertake the Secretarial Audit for FY 2020-21. The Company hasreceived consent from M/s. Manisha Saraf & Associates to act as the auditor forconducting audit of the secretarial records for the financial year ending 31st March2021. The secretarial audit report certified by the secretarial auditors in the specifiedform MR-3 is annexed herewith and forms part of this report (Annexure "C"). Thesecretarial audit report does not contain any qualifications reservations or adverseremarks.

25. CODE OF CONDUCT

The Code of Conduct of Directors KMP‘s and Senior executive of the Company isalready in force and the same has been placed on the Company's websitewww.aanchalispat.com and the declaration for the affirmation with the same forms a part ofthis report.

26. CORPORATE GOVERNANCE

Your Company has practised sound Corporate Governance and taken necessary actions atappropriate times for enhancing and meeting stakeholders' expectations while continuing tocomply with mandatory provisions of Corporate Governance. Your Company has complied withthe requirements of all applicable regulations read with Schedule-V of SEBI Listingregulations as issued by SEBI and amended from time to time.

A report on Corporate Governance along with certificate from M/s Rajesh Jalan &Associates Chartered Accountants regarding compliance of conditions is presented in aseparate section forming part of the Annual Report.

27. POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION AND DISCHARGE OFTHEIR DUTIES

The policy of the Company on Director's appointment and remuneration includingcriteria for determining qualifications independence and other matters is as providedunder subsection(3) of Section 178 of the Companies Act 2013 is available on thecompany's website at www.aanchalispat.com.

28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The particulars of employees as required under Section 197 (12) of the Act read withRule 5 (1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 (as amended) are given in separate annexure attached hereto asAnnexure-"D" and forms a part of this report.

Further stating there were no such employees drawing remuneration in excess of thelimits set out in Section 197 (12) of the Companies Act 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

29. DETAILS OF RELATED PARTIES TRANSACTIONS PURSUANT TO SECTION 188(1) OF THE COMPANIESACT 2013

During the financial year all transactions entered into with the Related Parties asdefined under Companies Act 2013 were in the ordinary course of business on arm's lengthbasis and as such did not attract provisions of Section 188 (1) of Companies Act 2013.Company has formulated policy on related party transactions. Particulars of related partytransactions pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of theCompanies (Accounts) Rules 2014 in Form AOC-2 is attached at Annexure - "E".Approvals from the Audit Committee are obtained even for transactions which are inordinary course of business and repetitive in nature. Further on quarterly basisdisclosures are made to the Audit Committee and to the Board in its meetings. Details ofrelated party transactions are given in the notes to financial statements.

30. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

Details of loans guarantees and investments under the provisions of Section 186 of theAct read with the Companies (Meetings of Board and its Powers) Rules 2014 as on 31stMarch 2021 are set out in Note 9 to the Financial Statements of the Company.

31. 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 reputation and process risks- and ensuring that they are maintained within pre-defined risk appetite levels.

32. 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 as they are not applicable.

33. WHISTLE BLOWER POLICY

The Company has established an effective Whistle blower policy (Vigil mechanism) andprocedures for its Directors and employees where by employees directors and otherstakeholders can report matters such as generic grievances corruption misconduct fraudmisappropriation of assets and non-compliance of code of conduct to the Company. Thepolicy safeguards the whistleblowers to report concerns or grievances and also provides adirect access to the Chairman of the Audit Committee. During the year under review none ofthe personnel has been denied access to the Chairman of Audit Committee. This policy isavailable on Company's website www.aanchalispat.com.

34. INTERNAL FINANCIAL CONTROLS

The Company has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's Policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of accounting records and the timely preparation of financial disclosures.

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. These are routinely tested and certified by Statutory aswell as Internal Auditor. Significant audit observations and corrective action arereported to the Audit Committee.

The concerned executives 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. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee.

35. INSURANCE

The Company has taken appropriate insurance for all assets against foreseeable perils.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AND REDRESSAL) ACT 2013

There were no complaints pending for the redresses at the beginning of the year and nocomplaints received during the financial year.

37. COURT/TRIBUNAL ORDERS

There were no instances of any significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.

38. MATERIAL CHANGES AFFECTING THE COMPANY

There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this report.

There has been no change in the nature of business of the Company.

39. APPRECIATION

The Board of Directors thank the shareholders for their continued support and theywould like to place on record their appreciation for the dedicated services rendered bythe Employees at all levels.

We thank our customers vendors dealers investors business associates and bankersfor their continued support during the year.

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.

Sd/- For and on Behalf of the Board of Directors
Mukesh Goel Aanchal Ispat Limited
Chairman & Managing Director Sd/-
DIN:00555061 Vijay Srivastava
Place: Howrah Director
Date: 14.08.2021 DIN:03618949

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