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Aditya Ispat Ltd.

BSE: 513513 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE570B01012
BSE 00:00 | 26 May 10.15 0
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NSE 05:30 | 01 Jan Aditya Ispat Ltd
OPEN 8.75
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VOLUME 500
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P/E 11.28
Mkt Cap.(Rs cr) 5
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OPEN 8.75
CLOSE 10.15
VOLUME 500
52-Week high 15.37
52-Week low 7.21
P/E 11.28
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Aditya Ispat Ltd. (ADITYAISPAT) - Director Report

Company director report

To

The Members of Aditya Ispat Limited

Hyderabad

Your Directors take pleasure in presenting the Thirtieth Annual Report on the affairsof the Company for the financial year ended 31st March 2021 together with theAudited Financial Statements and Report of the Auditors thereon.

1. FINANCIAL RESULTS:

The overall performance of the Company for the financial year 2020-21 is summarized asunder:

(Rs. in Lakhs)

S.No Particulars 2020-21 2019-20
1 Sales ( Gross) 4971.45 3075.41
2 Other Income 6.94 6.68
Total Revenue 4978.39 3082.09
3 Profit before Interest Depreciation & taxation 253.40 198.76
4 Interest/Financial Charges 156.44 124.01
5 Depreciation 41.80 40.94
6 Profit before tax 55.16 33.81
Less: Provision for current tax 2.41 9.54
Less : Provision for Deferred Tax 12.44 (0.35)
7 Net Profit(loss) after tax 40.30 24.62
8 Other Comprehensive Income (Net of Tax) 1.49 0.66
9 Total Comprehensive Income for the period (Comprising profit (Loss) and Other Comprehensive Income for the period) 41.79 25.28
Add: Balance from previous year 382.49 357.21
Surplus carried to Balance Sheet 424.28 382.49

2. DIVIDEND & TRANSFER TO RESERVE:

The Board has not recommended any dividend during the year under consideration toaugment resources for future growth of the company and it has also not transferred anyamount to reserves.

3. SUBSIDIARIES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Associate Company.

4. OPERATIONS AND THE STATE OF AFFAIRS OF THE COMPANY

The outbreak of COVID-19 pandemic in the first quarter of FY 2021 sent shockwavesacross the world disrupted economic activities and global trade. This led to a steep fallin demand and weakened consumer sentiment. During the year under review the Government ofIndia had imposed stringent nationwide lockdowns in phases which severely impactedmanufacturing activities. However due to stimulus given by the Government economyrevived in the second half of the financial year and this boosted performance of thecompany.

During the year 2020-21 the Company has posted a net turnover of Rs.4971.44 lakhshigher by 61.7% over last year (Rs. 3075.41 lakhs in the F.Y. 2019-20). The additionalquantities were sold due to increase in demand of existing customers. The net profitbefore tax has increased to Rs.55.16 lakhs compared to previous year's profit of Rs 33.81Lakhs.

5. FUTURE PROSPECTS:

Impact of COVID-19

In India the steel industry experienced a weak first quarter of FY 2020-21 due to theCOVID-19 induced slowdown that adversely impacted consumption and spending oninfrastructure. However the government implemented a series of measures to revive theeconomy and the Reserve Bank of India (RBI) pitched in with calibrated monetary policiesto keep interest rates steady through the year. Together these measures helped arrest thedecline and put the economy back on the growth path.

The Company has considered the possible risk that may result from the pandemic relatingto COVID-19 and based on current indicators of future economic conditions expects torecover the carrying amount of all its assets including inventories receivablesinvestments and other financial and non-financial assets in the ordinary course ofbusiness based on the internal and external information available upto the date ofapproval of these financial results.

The Company is continuously monitoring any material changes in economic conditions. TheCompany is taking all steps and precaution on account of Covid -19 at its workplaces. Allthe protocols as suggested/announced time to time by Authorities are being followed.

BRIGHT BARS AND WIRES

Although the overall outcome during FY 20-21 was much better than that anticipated atbeginning of the year. The main product of the company being bright bars and wires is thebasic barometer of the industrial production and infrastructure in the country. During theyear under reviewthe domestic steel industry witnessed a sharp demand recovery driven byrestocking and higher demand from automotive machinery construction and infrastructuresectors on the back of increased government spending specific policy initiatives such asProduction-Linked Incentive (PLI) schemes to encourage manufacturing in India andtargeted stimulus packages for the Micro Small and MediumSized Enterprise (MSME) sector

The unprecedented surge in Covid cases in India during the First quarter of FY21-22will again hamper the momentum and lead to reduction in demand. As it is evident thesecond wave has proved to be devastating and shall have adverse impact on the domesticsales of the Company.

However with increased rate of vaccination hope of recovery in demand from secondquarter in domestic market remains. The industrial production throughout the country willshift to its growth path and also the construction sector will re attain normalcy in itsactivities the demand for bright bars and wires will automatically geared up and thecompany will have a positive impact on its financials.

UNIT-II

The Company's new expansion Unit- II is also facing delays due to suspension of civilwork during the shutdown period of COVID-19 and shortage of labour thereafter. Thereforethe project is now expected to be commissioned by second half of FY 2122 instead of Q4 of20-21 as envisaged earlier. However no significant impact on the cost is anticipated asof now .

The Unit-II of the company is coming up with laying main focus on production ofFasteners and Galvanized Steel wires which has much wider market potential domesticallyand globally. It is expected that once the impact of the pandemic settles down and theUnit-II is commissioned and become operative the performance of the company will have asignificant growth.

6. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required by the Listing Regulation is annexedherein by reference and forms an integral part of this annual report.

7. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an established internal control system designed to ensureproper recording of financial and operational information compliance of various internalcontrols and other regulatory and statutory compliances.

Self certification exercise is also conducted by which senior management certifieseffectiveness of the internal control system of the Company. Internal Audit is conductedthroughout the organization by qualified outside Internal Auditors. Findings of theInternal Audit report are reviewed by the top management and by the Audit Committee of theBoard and proper follow up action are ensured wherever required. The Statutory Auditorshave evaluated the system of the internal controls of the Company and have reported thatthe same are adequate and commensurate with the size of the Company and nature of itsbusiness.

8. CHANGE IN THE NATURE OF BUSINESS

During the year under consideration there has been no change in the nature of thebusiness of the Company.

9. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR.

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.

11. DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring the financial year 2020-21.

Accordingly pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 theboard of directors to the best of their knowledge and ability confirm:

i. That the accounting standards to the extent applicable to the Company have beenfollowed in the preparation of the annual accounts and there are no material departures;

ii. That the Directors had 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 as at the end of thefinancial year and of the profit of the Company for that period;

iii. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of your company and for preventing and detecting fraud and otherirregularities;

iv. That the annual financial statements have been prepared on a going concern basis;

v. That proper internal financial controls were laid down and that such internalfinancial controls were adequate and were operating effectively;

vi. That proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and were operating effectively.

12. STATUTORY AUDITORS AND AUDIT REPORT:

M/s DCM & Co. Chartered Accountants were appointed as Auditors of the Company fortenure of five years i.e. from the conclusion of 26th Annual General Meetingtill the conclusion of the 31st Annual General Meeting of the Company. TheAuditors have confirmed their eligibility and qualification under Section 141 of CompaniesAct 2013. As regards the comments in the Auditors' Report the relevant notes in theAccounts are self-explanatory and may be treated as information/ explanation submitted bythe Board as contemplated under provisions of the Companies Act 2013.

13. COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act 2013 and Companies(Cost Records and Audit) Amendment Rules 2014 the Company was not covered for the costaudit and consequently the Company had not appointed Cost Auditor for the financial year2020-21.

14. SECRETARIAL AUDIT:

In compliance with the provisions of Section 204 and other applicable provisions ofCompanies Act 2013 a secretarial audit was conducted during the year by SecretarialAuditors M/s A J Sharma & Associates. The Secretarial Auditor's Report is attached asannexure and form part of this report. There are no qualifications or observations orremarks made by the Secretarial Auditors in their Audit Report.

Internal Auditors

The board has appointed M/s R Bengani and Associates Chartered Accountant (FRN014542S)as an Internal Auditors of the Company for the period of Five Years From FY 2019-20 to FY2023-24 in the meeting of Board of Directors dated May 30 2019.

15. DETAILS OF THE BOARD AND ITS MEETING:

Board of Directors:

The Board of Directors ('the Board') is at the core of our corporate governancepractice and oversees how the Management serves and protects the long-term interests ofall our stakeholders. We believe that an active well- informed and independent Board isnecessary to ensure the highest standards of corporate governance. The Board formulatesstrategies regularly reviews the performance of the Company and ensures that the targetedobjectives are met on a consistent basis.

Composition of the Board:

As on 31st August 2021 the Board of Directors consists of Six Directorsout of which five Directors are nonexecutive Directors including a woman Director. Thecomposition of the Board satisfies the requirement of Sec 149 of the Companies Act2013("the Act") the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015. None of the Directors on the Board is a member of more than 10committees or act as a chairman of more than 5 committees across all companies in whichhe/she is director. All the Directors are eminent professional with experience inBusiness Industry Finance and Law and of which three are Independent Directors.

Board Meetings:

The Board of Directors met Six (6) times during the financial year 2020-2021. TheMeetings was held on 5th June2020 30th June2020 31stJuly2020 02nd September2020 12th November 2020 and 13thFebruary2021. The intervening gap between the meetings was within the period prescribedunder the Companies Act 2013.

Directors Attendance:

Name of the Director Board Meetings Annual General Meeting
Mr.S.B Chachan 6 1
Mr. Sanajay Solanki 6 1
Mr. Swamy S.B Das 6 -
Mr. S.K.Chirania 6 1
Mrs. Usha Chachan 6 1
Mr. S.K.Kabra 6 1

As per Schedule IV of the Companies Act 2013 a separate meeting of IndependentDirectors without the attendance of Non- Independent Directors was held on February 132021 to discuss the agenda items as required under the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The

Independent Directors reviewed the performance of non independent directors and theBoard as whole reviewed the performance of the Chairperson of the Company taking intoaccount the views of executive and non executive directors and assessed the qualityquantity and timeliness of flow of information between the Company Management and theBoard that is necessary for the Board to effectively and reasonably perform their duties.The Independent Directors expressed their satisfaction with overall functioning andimplementations of their suggestions.

16. AUDIT COMMITTEE:

The audit committee of the board of directors of the Company consists of Mr SanjaySolanki (Chairman) Mr Swamy S B Das and Mr S K Chirania. The Committee has adopted aCharter for its functioning. The primary objective of the Committee is to monitor andprovide effective supervision of the Management's financial reporting process to ensureaccurate and timely disclosures with the highest levels of transparency integrity andquality of financial reporting. The Committee met four times during the year as on 30thJune 2020 31st July 2020 12th November 2020 and 13thFebruary 2021.

The composition of the Committee and the attendance details of the members are givenbelow:

Name of the Director Designation No.of Meetings attended
Mr. Sanajay Solanki Chairman 4
Mr. Swamy S.B Das Member 4
Mr. S.K.Chirania Member 4

17. STAKE HOLDERS' RELATIONSHIP COMMITTEE

The Company has a Stake Holder's Relationship Committee for reviewingShareholders/Investors complaints. This helps improve our strategy development anddecision making. We are working towards delivering on stakeholder needs interests andexpectations. The company has constituted three members Stakeholders RelationshipCommittee of the Board of Directors under the Chairmanship of a Non-Executive IndependentDirector. The Board of Directors has delegated power of approving transfer/transmission ofshares to the Committee.

The Stakeholders Relationship Committee which was constituted has met 4 times duringthe year ended 31st March 2021 on the following dates:

30th June 2020 31st July 2020 12th November 2020and 13th February 2021.

The composition of the Committee and the attendance details of the members are givenbelow:

Director Designation No of meetings Attended
Mr. Swamy S.B Das Chairman 4
Mr. Sanjay Solanki Member 4
Mr S.K.Chirania Member 4

18. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

19. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics skills and experience for the Board as a whole and itsindividual members with the objective of having a Board with diverse backgrounds andexperience in business government education and public service. Characteristics expectedof all Directors include independence integrity high personal and professional ethicssound business judgment ability to participate constructively in deliberations andwillingness to exercise authority in a collective manner. The policy on appointment andremoval of Directors and determining Directors' independence is posted on the website ofthe Company www.aditvaisoat.com.

The detail of terms of reference of this Committee number and dates of meetings heldattendance of the directors and remunerations paid to them are given below:

The Nomination and Remuneration Committee of the Board of Directors of Companycomprises of Four NonExecutive Directors out of which three are Independent Directors. TheNomination and Remuneration Committee is under the Chairmanship of a Non-ExecutiveIndependent Director. The terms of reference of this Committee confirm the requirement ofSection 178 of the Companies Act 2013.

The purpose of the Committee is to oversee the Company's nomination process for thesenior management and specifically to identify screen and review individuals qualified toserve as EDs NEDs and IDs consistent with criteria approved by the Board and torecommend for approval by the Board nominees for election at the AGM of theshareholders.

The broad terms of reference of the Nomination and Remuneration Committee thereforeinclude recommending a policy relating to remuneration and employment terms of whole timedirectors senior managerial personnel identify persons who may be appointed as directorsor in position of senior management of the Company preliminary evaluation of everyDirector's performance approval of remuneration and performance bonus of Directors andKMPs Board diversity compliance of the code of conduct for Independent Directorsreferred to in Schedule IV of the Companies Act 2013 Compliance with the Company's Codeof Conduct by Directors and employees of the

Company reporting non-compliance to the Board of Directors and any other matters whichthe Board of Directors may direct from time to time. The Committee further coordinates andoversees the annual self-evaluation of the performance of the Board Committees' and ofindividual Directors.

The Nomination and Remuneration Committee which was constituted has met twice duringthe Financial year ended 31st March 2021 on the following dates: 05th June2020 12th November 2020.

The composition of the Committee and the attendance details of the members are givenbelow:

Director Designation No. of meetings attended
Mr.Swamy S.B Das Chairman 2
Mr. Sanajay Solanki Member 2
Mr. S.K.Kabra Member 2
Mr. S.K.Chirania Member 2

The Brief Remuneration Policy of the company is as under:-

a) For Managing Director the total remuneration consists of salary within the limitsapproved by the shareholders. No sitting fees is payable.

b) Non- Executive Directors do not draw any remuneration from the company.

The detailed remuneration policy is posted on the website of the Companywww.adityaispat.com.

Details of remuneration to director for the year 2020-2021 is as follows:-

Name Designation Remuneration (Rs. In Lakhs)
Mr. S.B. Chachan Managing Director 18

20. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulation 25(3) & (4) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theIndependent Directors in their meeting held on February 13 2021 have evaluated thePerformance of Non-Independent Directors Chairperson of the Company after considering theviews of the Executive and Non-Executive Directors Board as a whole and assessed thequality quantity and timeliness of flow of information between the Company's Managementand the Board. The Nomination and Remuneration Committee has also carried out evaluationof performance of every Director of the Company. On the basis of evaluation made by theIndependent Directors and the Nomination and Remuneration Committee and by way ofindividual and collective feedback from the Non-Independent Directors the Board hascarried out the Annual Performance Evaluation of the Directors individually as well asevaluation of the working of the Board as a whole and Committees of the Board. The mannerin which the evaluation has been carried out has been posted on the website of the Companywww.aditvaispat.com.

The Independent Directors are regularly updated on industry & market trends plantprocess and operational performance of the Company etc through presentations in thisregard and periodic plant visits. They are also periodically kept aware of the latestdevelopments in the Corporate Governance their duties as Directors and relevant laws.

21. DIRECTORS :

Mrs. Usha Chachan retires by rotation at the forthcoming Annual General Meeting andbeing eligible offers herself for re-appointment.

Brief particulars and expertise of the directors and their directorships and committeememberships have been given in the annexure to the Notice of the Annual General Meeting inaccordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

22. INDEPENDENT DIRECTORS AND THEIR DECLARATION:

Mr Swamy S B Das Mr S K Chirania and Mr Sanjay Solanki are Independent Directors ofthe Board of the Company. The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of Independence asprescribed both under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Board of Directors further confirms that theIndependent Directors also meet the creteria to expertise experience integrity andproficiency in terms of Rules of the Companies (Accounts) Rule 2014 (as amended).

23. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new Independent Directors (IDs) inducted into the Board are given an orientation.Presentations are made by Executive Directors (EDs) and Senior Management giving anoverview of our operations to familiarise the new IDs with the Company's businessoperations. The new IDs are given an orientation on our products Board constitution andprocedures matters reserved for the Board and our major risks and risk managementstrategy.

The Policy on the Company's Familiarisation Programme for IDs can be accessed atCompany's website at www.adityaispat.com

24. PARTICULARS OF EMPLOYEES AND KEY MANAGERIAL PERSONNEL (KMP)

The following three persons are the Key Managerial Personnel of the Company as per theprovisions of Section 203 of the Companies Act 2013.

a) Mr. Satya Bhagwan Chachan Managing Director

b) Mrs. Alphonsa Domingo Chief Financial Officer

c) Mrs. Jyothi Mantri Company Secretary

Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the remuneration andother details of Key Managerial Personnel and other Employees for the year ended March2021 are annexed to this report.

25. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

The particulars of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 Is not applicable to the company. Since thecompany has neither granted any loan nor made any investment nor given any guarantee orsecurity to parties covered under the provisions of section 185 and 186 of Companies Act2013.

26. TRANSACTION WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were onarms' length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of Company at large. All related party transactions are placed before theAudit Committee and given in the notes annexed to and forming part of this FinancialStatement. The approved policy on Related Party Transactions is also available on thewebsite of the Company www.aditvaispat.com

Your Directors draw attention to the members to Note No.36 to the Financial Statementwhich sets out related party transactions.

Accordingly particulars of contracts or arrangements with related parties referred toin Section 188(1) of the Companies Act 2013 along with the justification for enteringinto such contracts or an arrangement in Form AOC- 2 does not form part of the report.

27. VIGIL MECHANISM:

The vigil mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement comprises senior executives of the Company. Protecteddisclosures can be made by a whistle blower through an E mail or by telephone line or aletter to the chairman of the Audit Committee.

The policy on vigil mechanism and whistle blower policy may be accessed on theCompany's website at www.adityaispat.com.

28. EXTRACTS OF ANNUAL RETURN:

As provided under section 92(3) of the Act the extract of Annual Return is given inthe prescribed Form MGT-9 as annexed to this report.

Web-link of annual return: In compliance with the provision of clause (ii) of section23 of the Companies (Amendment) Act 2017 the web-link of annual return is as follows http://adityaispat.com/annual-return-2021.

29. RISK MANAGEMENT:

As a policy the Company has identified key risk concern/areas. The assessment of eachrisk area is done on quarterly basis. Following are the main concern/risk related to theCompany:

Market Related Risk: mainly demand realisation and redundancy of the product.

Production related Risk mainly availability of inputs accident or break down in theplant and rejection of material by the customers.

Human Resources Risk: includes the risk of labor unrest high employee turnoverratio and lower productivity due to dissatisfaction of employees.

Revenue Risk: adverse exchange rate movement Govt Policies and duty rates Dataand Records: data lost fire virus attack etc.

The Board and the Audit Committee takes note of Risk management of the Company in everyquarter.

The Risk Assessment is also discussed in the Management Discussion and Analysisattached to this report.

30. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Board of Directors of the Company has laid down a comprehensive Code of Conduct forall its board members Key Managerial Personnel and senior management personnel .The Codeof Conduct for Directors and Senior Management Personnel is posted on the Company'swebsite. The Managing Director & CEO of the Company has given a declaration that allDirectors and Senior Management Personnel concerned affirmed compliance with the code ofconduct with reference to the financial year ended on March 312021.

31. DISCLOSURES WITH RESPECT TO DEMAT SUSUPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

During the year under review no shares were held in demat suspense account orunclaimed suspense account of the Company.

32. CORPORATE GOVERNANCE

a) The Company is having a Paid-up equity share capital not exceeding Rs. 10 crore andNetworth not exceeding Rs. 25 crore and hence as per SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Corporate Governance requirements as specifiedin Regulations 17 to 27 and clauses (b) to (i) of subregulation (2) of Regulation 46 andPara C D and E of Schedule V of the Listing Regulations are not applicable to theCompany. Thus a report on Corporate Governance does not form part of this report.

b) Pursuant to SEBI Listing Regulations report on Management Discussion and Analysishas been enclosed as part of Board's Report.

33. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO:

Information regarding Energy Conservation Technology Absorption Foreign ExchangeEarnings and Outgo in accordance with Section 134(3)(m) of the Companies Act 2013 andforming part of the Directors Report for the year ended 31st March 2021 isannexed to this report.

34. Listing on Stock Exchanges:

As on March 31st 2021 the Company's shares are listed on the following StockExchanges:

a. Bombay Stock Exchange Limited Mumbai.

Phiroze Jeejeebhoy Towers Dalal Street MUMBAI- 400 001.

The Company's stock code at Bombay Stock Exchange is 513513.

b. The Calcutta Stock Exchange Limited (now defunct)

The Company has paid the Listing Fees for the year 2021-2022 to the Bombay StockExchange.

Custodial Fees for Depositories:

The Company has paid the Annual Custodial fees for the year 2021-2022 to NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL).

35. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

In compliance with SEBI (Prohibition of Insider Trading) Regulation 2015 (hereinafterreferred to as "Regulation")the Company has in place a comprehensive code ofconduct for its Directors and Senior Management Personnel. The code lays down guidelineswhich advises them on procedures to be followed and disclosures to be made while dealingwith the shares of the Company. Also the Board has adopted Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information as requiredunder Regulation 8 read with Schedule A of Regulation. The Insider Trading policy of theCompany lays down guidelines and procedures to be followed and disclosures to be madewhile dealing with shares of the Company as well as consequences of violation. The Policyhas been formulated to regulate monitor and ensure reporting of deals by the employeesand to maintain the highest ethical standards of dealing in the Company's Shares. The codeis also available on the website of the Company www.aditvaispat.com.

36. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Companyhas adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment atWorkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.

The Company has complied with the provisions relating to the constitution of theInternal Complaints Committee as per the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

The following is a summary of sexual harassment complaints received and disposed offduring the year.

• No. of complaints received - NIL

• No. of complaints disposed off - Not Applicable

37. Human Resources Management & Industrial Relations

From its foundation Aditya Ispat Limited employment philosophy and practices have beenbased on the recognition that its people are the primary source of its competitiveness.

The company consistently abides by human resources policy that is found on a set offollowing principles: equality of opportunity continuing personal development fairnessmutual trust and teamwork. These principles are in turn underpinned by the five coreValues of Pioneering Integrity Excellence Unity and Responsibility. The Company alsobelieves as a matter of principle that diversity within its workforce greatly enhancesits overall capabilities. The Company is an equal opportunity employer and it does notdiscriminate on the basis of race caste religion colour ancestry gender maritalstatus sexual orientation age nationality ethnic origin or disability. All decisionsrelating to promotion compensation and any other forms of reward and recognition arebased entirely on performance and merits.

The Company's ambition is to be a modern employer offering employees long-termprospects for a meaningful professional career. This is why the Company's collectivelabour agreement focuses on four aspects: health & vitality career development &skills employee productivity and employment conditions.

During the year the Company focused on improvement in areas related to diversity &inclusion and training & development. Many initiatives were undertaken to bring abouta change in the mindset of the workforce regarding these aspects.

Employees are very important stakeholders for the Company and the Management team is incontinuous engagement through the year to ensure seamless and transparent communication onall important issues that relates to the employees and the future of the company.

38. FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors during the yearunder review.

39. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.

40. GENERAL:

Directors state that no disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review.

i. The company has not accepted any deposits from public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofbalance sheet.

ii. There was no issue of equity shares with differential rights as to dividend votingor otherwise.

iii. There was no issue of shares (including sweat equity shares) to employees of theCompany under any scheme.

41. ACKNOWLEDGEMENT:

The Board takes this opportunity to express its deep gratitude for the continuedco-operation and support received from its Bankers State and Central Governments thecustomers share holders business associates and employees during the year under review.

Specific acknowledgement is also made for the confidence and understanding shown by theMembers in the Company.

On behalf of the Board of Directors
Sd/-
Date : 31-08-2021 S.B CHACHAN
Place: Hyderabad. CHAIRMAN & MANAGING DIRECTOR

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