Your Directors are pleased to present the 40th Annual Reportof the Company together with the Audited Financial Statements (Standalone &Consolidated) for the year ended 31st March 2021.
1. FINANCIAL RESULTS AND PERFORMANCE:
(Rs. In Lakhs)
|Particulars || |
| ||2020- 2021 ||2019-2020 ||2020-2021 ||2019-2020 |
|Net Sales / Income from Operations ||42148.70 ||20585.63 ||114811.24 ||33432.34 |
|Less: Total Expenditure ||37623.61 ||25914.47 ||108575.47 ||42260.99 |
|Profit /(Loss) from Operations before Dep. Other Income and Exceptional Items ||4525.09 ||(5328.84) ||6235.78 ||(8828.65) |
|Less: Depreciation ||2022.59 ||2092.35 ||4496.11 ||2838.94 |
|Profit /(Loss) from Operations before Other Income and Exceptional Items ||2502.5 ||(7421.19) ||1739.67 ||(11667.59) |
|Add: Other Income ||2151.31 ||700.42 ||6079.15 ||1594.67 |
|Profit/(Loss) before Exceptional Items share of net profit of investments accounted for using the equity method and Tax ||4653.81 ||(6720.77) ||7818.82 ||(10072.92) |
|Share of net profit of Joint Ventures & associates accounted for using the equity method ||- ||- ||1262.63 ||891.25 |
|Profit/(Loss) before exceptional items ||4653.81 ||(6720.77) ||9081.45 ||(9181.67) |
|Add: Exceptional Items ||1933.22 ||46051.51 ||1933.22 ||47397.97 |
|Profit /(Loss) before tax ||6587.03 ||39330.74 ||11014.67 ||38216.30 |
|Tax Expenses || ||- ||- ||- |
|Current Tax ||- ||- ||313.62 ||106.00 |
|Earlier Year's Tax ||(1023.93) ||- ||1604.59 ||14.55 |
|Deferred Tax ||- ||- ||348.09 ||(223.62) |
|Profit/(Loss) after tax ||5563.10 ||39330.74 ||8748.37 ||38319.37 |
|Profit attributable to non-controlling interest ||- ||- ||0.14 ||448.87 |
|Profit/(Loss) for the year ||5563.10 ||39330.74 ||8748.37 ||38319.37 |
a) Performance of the company:
After a challenging decade The Company has had an inspiring turnaroundsince March 2020; It has performed admirably in the last few quarters after having enteredinto long-term settlements for claims against The Company. The exemplary performance ofthe Company despite the challenges posed by the Covid 19 is mainly attributed to thecommencement of export of ores (i.e. Bauxite and Iron Ore) from Guinea as projected.Induction of a wide range of products for waterproofing repair & restorationadmixtures azgrouts and floor hardeners under the aegis of its Building Materials Group;Company's other mainstays such as Bentonite's and Bleaching Clay's resilience in volatiledomestic and global conditions contributed as additional growth drivers in current year.
Income from operations at standalone level increased by 104% and stoodat Rs. 421 Crores as against Rs. 206 Crores for the previous Financial Year ended 31stMarch 2020 and that the total expenses stood at Rs. 396 Crores which resulted into profitof Rs. 47 Crores before exceptional items and tax.
At Consolidated level the total income from operations stood at Rs.1148 Crores as against Rs. 334 Crores for the previous Financial Year ended 31st March2020 and that total expenses stood at Rs. 1131 Crores which resulted into profit of Rs. 78Crores before exceptional items and tax.
P S : The consolidated results for FY 2020-21 are not comparable to FY2019-20 on account of the fact that the ownership of shareholding in specific subsidiariesand joint ventures of AML was only restored to the Company on February 28 2020;therefore the financials of those specific entities was not included in the consolidatedresults prior to February 28 2020 for FY 2019-20.
b) Business outlook:
During the year 2020-2021 the operations at Guinea has begun asperceived. Further in order to achieve optimal volumes at Guinea Company has starteddeveloping the requisite mining processing road and port related insfrastructure at itsmultiple mining hubs.
Your Directors are happy to inform that company is already a pioneerand the largest producer of Geosynthetic Clay Liners in India which are used in liningcanals ponds metro tunnels and industrial waste disposal sites and during the year theCompany had brought in its considerable technical expertise and its marketing network toinduct a wide range of products for waterproofing repair & restoration admixturesazgrouts and floor hardeners under the aegis of its Building Materials Group and this hasbeen the company's first foray into a B2C business.
Ashapura's global network accords it the ability to identifyopportunities in sourcing minerals and supplying minerals all across the world. AlthoughAshapura has been largely an exporter of minerals from India to more than 90 countriesacross the world it has begun to identify and bridge the growing Indian import demand forminerals and ores. Ashapura has already begun importing gypsum white cement soda ash andcalcium carbonate into India in FY 2020-21 and endeavors to expand its portfolio toseveral more minerals and ores in the near future.
2. SIGNIFICANT EVENTS DURING THE FY 2020-21 AND TILL THE DATE OFREPORT:
a) Re-classification of Share capital
During the year under review The Company sought approval ofshareholders for reclassification of Authorised Share Capital viz-a-viz alteration toCapital Clause of Memorandum of Association of the Company.
Considering the future business plans and to be in readiness to encashthe probable business opportunity fund requirements the Company reclassified itsAuthorized Share Capital of the Company by shifting the certain unissued part ofPreference Share Capital to the Equity Share Capital of the Company.
Post the reclassification the Authorized Share Capital of the Companynow consist of 300000000 (Thirty Crores) Equity Shares of Rs. 2/- (Rupees Two only)each and 3000000 Preference shares of Rs. 100 each aggregating to Rs. 900000000/-(Rupees Ninety Crores only). Consequently the Clause V of the Memorandum of Association ofthe Company has been approved by members in Annual general meeting held on 30thDecember 2020.
b) Acquisition of Equity Shares of M/s. Shantilal MultiportInfrastructure Private Limited
The company has acquired Equity Shares of M/s. Shantilal MultiportInfrastructure Private Limited by way of subscription to 663690 Equity Shares of Rs. 10each. Before this acquisition it was holding 186285 shares of M/s. Shantilal MultiportInfrastructure Private Limited and Post this acquisition the percentageshareholding/control of the company shall increase to 50% thereby making it an AssociateCompany.
The said acquisition is a strategic move in order to strengthen theCompany's logistics and port activities.
c) Related Party Transaction ;
Post closure of FY 2020-2021 Company has sought Approval ofshareholders through postal ballot for certain related party transactions.
Regulation 23 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)prescribes the approval of the members through a resolution for all material related partytransactions even if they are in the ordinary course of business and on arm's lengthbasis. Accordingly Company had decided to seek approval of below mentioned materialrelated party transactions.
|Sr. No. ||Name of Related Party ||Nature of relationship ||Aggregate maximum value of the contract/ arrangement in one or more tranches in any financial year ||Nature and material terms of Contract/ arrangement/ transaction |
|1 ||Ashapura Perfoclay Limited ||Joint Venture ||Up to 20% of the consolidated turnover of the Company for the previous financial year ||The proposed contracts/arrangements/ transactions relate to sale/purchase of goods/services or any other transaction(s) as prescribed under the Companies Act 2013 and rules framed thereunder and in terms of Listing regulations and the Company's Related Party Transaction Policy and shall be approved/ratified by the Audit Committee and Board within the overall limits approved by the members. |
|2 ||Orient Abrasives Limited ||Associate Company ||Up to 15% of the consolidated turnover of the Company for the previous financial year |
|3 ||Ashapura Holdings UAE FZE ||Wholly owned step down subsidiary (Foreign Company) ||Up to 20% of the consolidated turnover of the Company for the previous financial year |
|5 ||Ashapura Guinea Resources SARL ||Wholly owned step down subsidiary (Foreign Company) ||Up to 30% of the consolidated turnover of the Company for the previous financial year |
|6 ||Societe Guineenne Des Mines De Fer ||Wholly owned step down subsidiary (Foreign Company) ||Up to 30% of the consolidated turnover of the Company for the previous financial year |
|7 ||Ashapura Minex Resources SAU ||Wholly owned step down subsidiary (Foreign Company) ||Up to 30% of the consolidated turnover of the Company for the previous financial year |
The members approved the above-mentioned related party transactions on11th August 2021.
d) Sale/Transfer Of Asset /Plant Of Material Subsidiary of The Company :
M/s Bombay Minerals Limited (BML) is a material subsidiary of theCompany as defined under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations). BML proposed sale/transfer of its Proppant plantas a part of strategic restructuring in order to manage its future cash flow situation.BML approached company being material subsidiary seeking permission for executing suchsale.
As mentioned in Regulation 24 (6) of Listing Regulations sellingdisposing and leasing of assets amounting to more than 20% of the assets of the materialsubsidiary (on an aggregate basis) during a financial year shall require prior approval ofshareholders by way of special resolution. Hence in compliance with the applicableprovisions of Listing Regulation company sought shareholder's approval through postalballot by way of remote E- voting on 11th August 2021.
Your Directors are pleased to recommend a final Dividend @ 25% perequity share of face value of '2/- each for the year ended 31st March 2021. The Dividendfor the Financial Year ended 31st March 2021 amounts to 0.50 paisa per share of facevalue of '2/- each. The final Dividend subject to the approval of Members at the AnnualGeneral Meeting on 29th September 2021 will be paid on or after 30thSeptember 2021. The dividend for the Financial Year will absorb Rs.457 Lakhs .
Income Tax Act 1961 ("the IT Act") as amended by theFinance Act 2020 mandates that dividends paid or distributed by a Company after April01 2020 shall be taxable in the hands of members hence the Dividend Payout will beexclusive of dividend distribution tax. The dividend subject to its declaration will bedistributed to shareholders whose names appear on the Register of Members on 22ndSeptember 2021 (Wednesday).
The Company also has its Dividend Distribution Policy which has beenapproved by the Board of Directors. The said policy is uploaded on the website of theCompany at https://www.ashapura.com/investor-corner.php
4. TRANSFER TO RESERVES:
During the financial year under review no amount has been transferredto the General Reserve.
Pursuant to the applicable provisions of the Companies Act 2013 readwith Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 as amended from time to time Dividends that are unpaid/unclaimed fora period of seven years are required to be transferred to the Investor Education andProtection Fund administered by the Central Government. Your Company has initiated theprocess of transferring the balance lying with the unpaid/unclaimed dividend accounts inaccordance with the above provisions.
Your Company has not accepted any amount as deposits within the meaningof provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act2013 read with the Companies (Acceptance of Deposits) Rules 2014.
7. DIRECTORS & KEY MANAGERIAL PERSONNEL:
a) Retirement by Rotation:
In accordance with the provisions of Section 152 of the Companies Act2013 and the Articles of Association of your Company Shri. Hemul Shah (DIN : 00058558) retires by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment.
The details as required under the provisions of the Companies Act andListing Regulations are provided in the Notice convening the ensuing Annual GeneralMeeting.
b) Re-appointment of Shri Pundarik Sanyal Non-Executive IndependentDirector:
Shri Pundarik Sanyal was re- appointed as a Non-Executive IndependentDirector w.e.f 9th February 2021 for the term of five consecutive years. Further hisappointment was duly approved by shareholders in 39th Annual General Meeting ofthe Company which was held on 30th December 2020.
c) Appointment of Smt. Neeta Shah Non-Executive Independent Director:
Smt. Neeta Shah was appointed as a Non-Executive Independent WomanDirector w.e.f 11th November 2020 for the term of five consecutive years.Further her appointment was duly approved by shareholders in 39th AnnualGeneral Meeting of the Company which was held on 30th December 2020.
d) Completion of tenure of Shri. Ashok Kadakia as an IndependentDirector pursuant to section 149 of Companies Act 2013
Mr. Ashok Kadakia completed his second consecutive term as anIndependent Director on 12th August 2021 and accordingly ceased to be aDirector of the Company with effect from closure of business hours on 12thAugust 2021.
The Board of Directors expresses their deep appreciation for thecontributions made by Shri. Ashok Kadakia during his tenure as an Independent Director ofthe company.
e) Resignation of Smt. Navita Gaiha Non-Executive IndependentDirector:
Smt. Navita Gaiha who was appointed as Non-Executive IndependentDirector of the company resigned w.e.f. 10th June 2020 due to her other professionalcommitments & responsibilities. The Board takes this opportunity to acknowledge herservice and places on record its appreciation for the contribution made by her as a memberof Board.
f) Declaration by Independent Directors:
The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed under the provisions of section 149(6) of the Companies Act 2013 read withschedules & rules issued thereunder as well as regulation 16 of the ListingRegulations (including any statutory modification(s) or re-enactment(s) thereof for thetime being in force).
g) Board's Opinion Regarding Integrity Expertise and Experience(Including the proficiency) of the Independent Directors appointed during the year:
The Board is of the opinion that the Independent Directors appointedduring the year under review are person(s) of integrity and possess coreskills/expertise/competencies (including the proficiency) as identified by the Board ofDirectors as required in the context of Company's business(es) and sector(s) for theCompany to function effectively.
h) Appointment of Key Managerial Personnel (KMP):
a. From the date of appointment of Shri Chetan Shah as an ExecutiveChairman w.e.f. 24th October 2019 he is forthwith considered as a KeyManagerial Personnel (KMP) of the Company.
b. In accordance with the provisions of Sections 2(51) and 203 of theCompanies Act 2013 Shri Ashish Desai as CFO and Shri Sachin Polke Company Secretary& Vice President are recognized as the KMP of the Company.
c. From the date of appointment of Shri Hemul Shah as an ExecutiveDirector & CEO w.e.f. 16th February 2020 he is forthwith considered as aKMP of the Company.
In addition the following Executives of your Company have beenrecognized as whole-time Key Managerial Personnel to perform such duties/ functions as maybe assigned to them under their prescribed designation and/or generally and specificallyassigned to them by the Board of Directors and/or its Committee from time to time:
d. Mrs. Surekha Sathe - Chief IT (Superannuated w.e.f. 30thJune 2020)
e. Shri Akhilesh Sinha - Vice President - HR (Superannuated w.e.f 9thJuly 2021)
8. DISCLOSURES RELATING TO SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:
a. Business Performance & overview of principal Subsidiaries& Joint Venture Companies:
Ashapura International Limited (AIL):
For the year under review the Company has registered a total revenueof Rs.39172 Lakhs which is 15% lower as compared to Rs. 45801 Lakhs of previous years.This reduction in revenue is mainly because of adverse economic conditions lockdownrestrictions volatile freight and other charges on transportation. The company hasreported profit of Rs. 1014 Lakhs.
Bombay Minerals Limited (BML):
The Company has seen a sharp increase in its revenues i.e. Rs. 30894Lakhs from Rs. 7960 Lakhs in the previous financial year and has registered a post-taxprofit of Rs. 991 Lakhs for the year under review.
Ashapura Perfoclay Ltd. (APL):
The Company saw a gradual increase in revenue for the year under reviewi.e. Rs. 32969 Lakhs versus Rs. 28423 Lakhs in the previous financial year andregistered an considerable increase in profit before tax i.e. Rs. 5505 Lakhs versus Rs.3493 Lakhs in the previous financial year on account of cost efficiencies.
Other Overseas Subsidiaries:
The other overseas subsidiaries and joint ventures of the Companyexhibited modest increases in revenues. The Company's step-down subsidiary in Guinea hasshown remarkable growth.
a. Companies which have become and ceased to be subsidiary associateand/or joint venture:
During the year under review Ashapura Holding Fareast Pte. LtdSingapore Ashapura Global Infratech SARLU Guinea Ashapura Boffa Bauxite Guinea becameoversears step down subsidiaries of the Company.
b. Material Subsidiaries:
As required under Regulations 16(1)(c) and 46 of the SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 (Listing Regulations) the Boardof Directors have approved the Policy for determining Material Subsidiaries. The detailsof the Policy are available on the Company's website at www.ashapura.com/investor-corner.php
9. CONSOLIDATED FINANCIAL STATEMENTS:
Pursuant to the provisions of Section 129(3) of the Companies Act2013 the Consolidated Financial Statements of the Company and its subsidiaries &associates have been prepared in accordance with the Indian Accounting Standards whichforms part of this Annual Report. Further pursuant to the provisions of the said sectiona statement containing salient features of the Financial Statements of the Company'ssubsidiaries and associate companies (in Form AOC - 1) is given in this Annual Report.
In accordance with Section 136 of the Companies Act 2013 the AuditedFinancial Statements including Consolidated Financial Statements Financial Statements ofsubsidiaries and all other documents required to be attached to this Report have beenuploaded on the website of the Company at www.ashapura.com/investor-corner.php
10. STATUS OF THE PENDING LITIGATIONS:
A. SHIPPING MATTERS:
The shipping matters are settled now. We have signed a settlementagreement dated 27th February 2020 with Global Value Investments Pte. Ltd. andAddendum agreement dated 20th June 2020 with ASQ Connect Ltd.
We had filed Consent Terms in Execution Application (L.) no. 956 of2017 and Commercial Execution Application (L.) No. 2917 of 2019 filed by Armada (latersubstituted by Global Value Investment Pte. Ltd.). We had also filed Consent Terms inCommercial Execution (L.) No. 2525 of 2018 and Commercial Execution (L.) No. 2526 of 2018filed by ASQ Connect Ltd. on 28th July 2021. The Hon'ble Bombay High Court tookthis Consent Terms on record and allow to the above Execution Application/CommercialExecution Application to be withdrawn.
The Hon'ble Bombay High Court also allowed the Court Receiver Mumbaito handover the symbolic possession of the unencumbered properties to Ashapura MinechemLtd. which was given to the said Court to the Court Receiver by the Order dated 31stOctober 2018.
B. FOREX DERIVATIVES:
The Company had approached the Bankers and has successfully settled theclaims amicably with most of the bankers.
The Company has settled with HDFC Bank Ltd. and all the proceedingsfiled by the said Bank at various tribunal and Courts of Law are withdrawn.
The Company has settled with J P Morgan and all the payment has beenmade under the said Settlement. J P Morgan has now withdrawn all the proceedings againstthe Company from Debt Recovery Tribunal Mumbai.
11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31st MARCH 2021 AND 12thAugust 2021 (DATE OF THE REPORT):
Other than as stated elsewhere in this report there are no materialchanges and commitments affecting the financial position of the Company between the end ofthe current financial year and the date of this report.
12. SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATIONS:
Other than as stated elsewhere in this report during the year underreview the Company has not received any significant or material order passed by anyregulatory authority court or tribunals which shall affect the going concern status ofthe Company.
13. MEETINGS OF THE BOARD:
The Board of the Company comprised of eight Directors as on March312021. During the year four meetings of the Board of Directors were held. The detailsof meetings held and attended by each Director are detailed in the Corporate GovernanceReport which forms part of this Annual Report.
14. DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of Section 134(5) of the Companies Act 2013 read with therules made there under including any enactment or re-enactment thereon (the CompaniesAct 2013) the Directors hereby confirm that:
a. in the preparation of the annual accounts the applicable IndianAccounting Standards had been followed along with proper explanation relating to materialdepartures;
b. 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 at the end of thefinancial year and of the Profit of the Company for that period;
c. the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d. the directors had prepared the annual accounts on a going concernbasis;
e. the directors 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 withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required under Section 197(12) of the Companies Act2013 read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is set out in "Annexure - A" to this Report.
Further the statement containing particulars of employees in terms ofsection 197(12) of the Companies Act 2013 read with rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in aseparate statement and that forms part of the Annual Report.
Considering the provisions to section 136 of the Companies Act 2013the Annual Report excluding the aforesaid statement required to be given under rule 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is being sent to the shareholders of the Company and others entitled thereto. Thesaid statement is available for inspection of members will be available electronically forinspection. Members seeking to inspect such documents can send an email to email@example.com.
16. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN ANDSECURITIES PROVIDED:
Particulars of loans given investments made guarantees given andsecurities provided in accordance with the provisions of Section 186 of the Companies Act2013 are given in the Notes to Financial Statements (Please refer to Note no. 5 & 6).
17. DISCLOSURES ON POLICIES ADOPTED BY THE COMPANY:
A. Nomination & Remuneration Policy:
Pursuant to the provisions of the Companies Act 2013 and ListingRegulations the Board of Directors based on the recommendations of the Nomination &Remuneration Committee adopted a Policy for selection and appointment of Directors KeyManagerial Personnel & Senior Management and for determining their remunerationsqualifications positive attributes and independence of Directors. The policy also ensuresthat the relationship of remuneration to performance is clear so as to meet appropriateperformance benchmark.
The Policy on Nomination & Remuneration is available on the websiteof the Company viz. www.ashapura.com/investor-corner.php. The details about theNomination & Remuneration Committee and payment of remuneration to the Directors areprovided in the Report on Corporate Governance which forms part of this Annual Report.
B. Performance Evaluation Policy and Annual Performance Evaluation:
The Board of Directors adopted the performance evaluation policy withan objective of evaluating the performance of the each and every Director of the BoardCommittees of the Board including the performance of the Board as a whole which wouldcontribute significantly to performance improvements at all the three levels i.e. theorganizational the board and the individual director level which in turn would help inincreased accountability better decision making enhanced communication and moreefficient Board operations.
Accordingly pursuant to the provisions of Companies Act 2013 ListingRegulations and Performance Evaluation Policy of the Company the Board of Directors inconsultation with the Nomination & Remuneration Committee and Independent Directorscarried out & analysed the annual performance evaluation of all the Directors theBoard as a whole and its Committees.
The annual performance evaluation was carried out based on detailedquestionnaires drafted in accordance with the guidance note issued by SEBI. Theperformance of the individual Directors was evaluated after seeking inputs from all theDirectors other than the one who is being evaluated. The evaluation was based on thecriteria such as Director's knowledge and understanding of their role Company's visionand mission Director's commitment qualification skill and experience assertiveness incommunication etc.
The performance of the Board was evaluated on the basis of variouscriteria such as composition of the Board information flow to the board mattersaddressed in the meeting strategic issues roles and functions of the Board relationshipwith the management engagement with the Board and external stakeholders and otherdevelopment areas.
The performance of the Committees was evaluated after seeking theinputs of committee members on the criteria such as understanding the terms of referenceCommittee composition Independence contributions to Board's decisions etc.
Further the performance of Chairman & Executive Director wereevaluated on certain additional parameters depending upon their roles and responsibilitiessuch as leadership relationship with stakeholders execution of business plans riskmanagement development of plans and policies in alignment with the vision and mission ofthe Company etc.
Similarly criteria for evaluation of Independent Directors includeeffective deployment of knowledge and expertise willingness to devote time and effortstowards his/her role high ethical standards adherence to applicable codes and policieseffective participation etc.
The Independent Directors had met separately on 17th March2021 and discussed inter-alia the performance of the Chairman Executive Director &Chief Executive Officer of the Company and the Board as a whole. The Nomination andRemuneration Committee has also carried out evaluation of every Director's performance.
The Board evaluation report on performance of each individual Directorand the Board as a whole was placed before the Board of Directors for appropriate analysisand confirmation.
Based on the annual performance evaluation the Board expressed itssatisfaction with the performance evaluation process.
C. Corporate Social Responsibility Policy:
In terms of Section 135 of the Companies Act 2013 and Companies(Corporate Social Responsibility Policy) Rules 2014 amended vide Ministry of Corporateaffairs Notification dated January 22 2021 the Company has amended the Corporate SocialResponsibility Policy. The same is hosted on the website of the Company www.ashapura.com/investor-corner.php.The Company has a CSR Committee to monitor adherence to Corporate Social ResponsibilityPolicy and to track transactions related to Ongoing / Non-ongoing projects etc.
Further a detailed report on the CSR activities inter- alia disclosingthe composition of CSR Committee and CSR activities is attached as Annexure B to thisReport. The disclosure pertaining to the constitution of committee and number of meetingsheld during the year forms part of the Corporate Governance Report which is a part ofAnnual Report.
D. Vigil Mechanism - Whistle Blower Policy:
The Company has vigil mechanism named a Whistle Blower Policy incompliance with the provisions of Section 177 of the Companies Act 2013 and ListingRegulations wherein the employees/directors can report the instances of unethicalbehaviour actual or suspected fraud mismanagement or any violation of the Code ofConduct and/or laws applicable to the Company and seek redressal. This mechanism providesappropriate protection to a genuine Whistle.
The said Policy is available on the website of the Company viz. www.ashapura.com/investor-corner.php.During the year under review no complaint has been received under the Whistle BlowerPolicy (Vigil Mechanism).
E. Risk Management Policy:
A well-defined risk-management framework is integral to our businessstrategy. Company has an independent and dedicated risk management committee to identifymanage and mitigate business risks. The team has a risk Management policy and processesfor risk evaluation and measurement whereas business units focus on developing andimplementing mitigation measures while taking controlled risks. Specific risk approachesare in place for financial and non-financial businesses. Risk management internalcontrols and assurance processes are embedded into all activities of the Company.
Moreover as per recent amendments in regulation 21of SEBI listingregulation any company which is amongst top 1000 companies based on Market capitalization(as on 31st March 2021) shall require to form Risk management committee andhave policy thereof. The board in its meeting held on 12th August 2021 has dulyconstituted the risk management committee and approved the above-mentioned policy.
The above mentioned Policy is available on the website of the Companyviz. www.ashapura.com/investor-corner.php
F. Prevention of Sexual Harassment at Workplace:
The Company has zero tolerance for sexual harassment of women atworkplace and has adopted a Policy for prevention prohibition and redressal of sexualharassment at workplace in terms of provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder and constituted Internal Complaint Committee (ICC) for safe working environmentwhere all employees treat each other with courtesy dignity and respect irrespective oftheir gender race caste creed religion place of origin sexual orientationdisability economic status or position in the hierarchy.
The ICC which has been constituted as per the policy in this regardsprovides a forum to employees to lodge Complaints if any therewith for appropriateredressal.
During the year no complaint was lodged with the ICC nor any suchinstance was reported and the management is happy to take the same on record. The saidPolicy is available on the website of the Company viz. www.ashapura.com/investor-corner.php
G. Related Party Transactions Policy:
Pursuant to the applicable provisions of the Companies Act and ListingRegulations the Company has in place the Policy on Related Party Transactions and thesame is uploaded on Company's website at www.ashapura.com/investor-corner.php Thispolicy deals with the review and approval of related party transactions.
All transactions with related parties are approved by the AuditCommittee prior to entering into any kind of transactions. The Audit Committee has afterobtaining approval of the Board of Directors laid down the criteria for granting omnibusapproval for transactions which are repetitive in nature and entered in the ordinarycourse of business and at an arm's length basis which also forms part of the Policy. Thesaid omnibus approval is granted for one financial year at a time. Moreover to monitor duecompliance all related party transactions are placed before the Audit Committee & theBoard on a quarterly basis specifying the nature value and terms & conditions of thetransactions for their review and confirmation.
During the year under review all the transactions entered pursuant tothe contracts and arrangements with related parties under Section 188 (1) of the CompaniesAct 2013 were on arm's length basis and in the ordinary course of business. Further thedisclosure of material related party transactions as required under Section 134(3)(h) ofthe Act has been attached in "Annexure E" to this report.
The details of related party transaction are disclosed in the notes toFinancial Statements. (Note No. 38).
H. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Refer Report on Corporate Governance para on Familiarisation Programme.
18. AUDIT COMMITTEE:
The Company has in place an Audit Committee in terms of therequirements of the Companies Act 2013 read with the rules made thereunder and Regulation18 of the Listing Regulations. Detailed information pertaining to the Audit Committeeincluding its composition meeting etc. has been provided in the Corporate GovernanceReport which forms part of this Annual Report.
19. AUDITORS AND AUDITORS' REPORT:
A. Statutory Auditors:
M/s. P A R K & Co. Chartered Accountants were appointed as theStatutory Auditors of the Company to hold office till the conclusion of the 41stAnnual General Meeting to be held in the year 2022. M/s. P A R K & Co. have confirmedtheir eligibility and qualification required under Section 139 141 and other applicableprovisions of the Companies Act 2013 and rules made thereunder (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force).
The Auditors' Report for the financial year ended 31stMarch 2021 on the financial statements (standalone & consolidated) of the Companyforms part of this Annual Report.
B. Cost Auditors:
Pursuant to the provisions of Section 148 of the Companies Act 2013M/s. S. K. Rajani & Co. Cost Accountants were appointed as the Cost Auditors of theCompany to conduct audit of the Company's Cost Accounting Records in respect of theproducts of the Company for the financial year 2020-2021 at the remuneration of Rs.162565/- (Rupees One lakh Sixty Two Thousand Five Hundred and Sixty Five only) per annumplus Goods and Service Tax (GST) and out of pocket expenses.
Your Company has received consent from M/s. S. K. Rajani & Co.Cost Accountants to act as the Cost Auditors of your Company for the financial year2021-2022 along with a certificate confirming their independence. As per the provisions ofthe Companies Act 2013 a resolution seeking approval of the Shareholders for theremuneration payable to the Cost Auditors forms part of the Notice convening AnnualGeneral Meeting.
The Company has maintained the cost accounts and records in accordancewith Section 148 of the Companies Act 2013 and Rules framed thereunder. The Cost AuditReport for the financial year 2019-2020 was filed with the Ministry of Corporate Affairson 27th October 2020.
C. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act 2013read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 your Company had engaged the services of Shri Virendra G. Bhatt CompanySecretary in Practice Mumbai to undertake the Secretarial Audit of the Company for theFinancial Year ended 31st March 2021.
The Secretarial Audit Report in Form No.: MR - 3 for theFinancial Year ended 31st March 2021 is annexed with this report as "Annexure- C". Company's Reply to the Secretarial Auditor's Observations:
The Compliance Officer has not granted any pre clearance approval totrade to any of the Designated Persons during the closure of trading window period.
The Company has not filed Form No. CHG-1 (for Creation of charge) asconfirmation from respective Banks not yet received and it is under process.
20. INTERNAL (FINANCIAL) CONTROL SYSTEM & THEIR ADEQUACY:
The Company has an adequate Internal Control System commensurate withthe size scale and nature of its operation. The Audit Committee reviews the adequacy andeffectiveness of Internal Control System. The Company continues to improve the presentinternal control systems by implementation of appropriate policy and processes evaluatedbased on the recommendation of Internal Auditors.
The Company had appointed M/s. Atul HMV & Associates LLP CharteredAccountants as its Internal Auditors for Financial Year 2019-2020 which carried out theperiodic audit as per the Scope of Work approved by the Audit Committee. The AuditCommittee of the Board of Directors of the Company periodically reviews the Internal AuditReports submitted by the Internal Auditors. Internal Audit observations and correctiveaction taken by the Management are presented to the Audit Committee. The status ofimplementation of the recommendations are reviewed by the Audit Committee on a regularbasis and concerns if any are reported to the Board. The Company is taking due action toensure that the Internal Control is strengthened in all the areas of operations.
Besides this the Company has also implemented 'SAP' Systems anadvanced IT business solution platform to achieve standardized operations that ensuresseamless data and information flow. This would further ensure ease in working environment& style and shall enable the Company to be in line with the best global practices.
21. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with the Secretarial Standards issued by theInstitute of Company Secretaries of India on;
1. Meetings of the Board of Directors
2. General Meetings
3. Reports of the Board of Directors
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo as required to be disclosed under theCompanies Act 2013 are provided in "Annexure - D" to this Report.
23. EXTRACT OF ANNUAL RETURN:
Further in accordance with the provisions of Section 92(3) of theCompanies Act 2013 the copy of Annual Return of the Company is available on its websiteat www.ashapura.com/investor-corner.php
24. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A report on 'Corporate Governance' along with the Certificate from M/s.P A R K & Co. Chartered Accountants regarding its compliance and 'ManagementDiscussion and Analysis' Report as stipulated under Regulation 34 of the ListingRegulations are set out separately which forms part of this Report.
25. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility and Sustainability Report for the yearended 31st March 2021 as stipulated under Regulation 34 of the SEBI ListingRegulations is set out separately which forms part of this Report.
26. No application made or any proceeding pending under the Insolvencyand Bankruptcy Code 2016 during the year under review.
27. There were no one-time settlements with Banks or FinancialInstitutions during the year under review.
Your Directors wish to express their appreciation for the assistanceand co-operation received from the financial institutions banks employees investorscustomers members & shareholders and all other business associates for the continuoussupport given by them to the Company and their confidence in its management during theyear under review and look forward for their contributed support in future.
| ||For and on Behalf of the Board of Directors |
| ||Sd/- |
| ||CHETAN SHAH |
| ||EXECUTIVE CHAIRMAN |
| ||(DIN: 00018960) |
|Place : Mumbai || |
|Date : 12th August 2021 || |
|E. & O.E. are regretted || |