Your Directors have pleasure in presenting their 27th Annual Report on the business andoperations of your company for the financial year ended March 31st 2019.
The standalone financial performance of the Company for the financial year ended March31 2019 is summarized below:
Rs. in lacs
|Particulars ||2018-19 ||2017-18 |
|Revenue from operations ||44081.56 ||30207.87 |
|Other Income ||31.87 ||16.68 |
|Total Revenue ||44113.43 ||30224.55 |
|Total Expenditure ||43536.13 ||29681.51 |
|Profit/(Loss) before taxes ||577.30 ||543.05 |
|Tax Expense/(Benefit) ||150.03 ||190.63 |
|Profit/(Loss) after Tax ||427.27 ||352.42 |
|Earnings per equity shares in Rs. ||5.36 ||5.72 |
During the year under review the overall performance of the Company was reasonableconsidering to the Sector/ market conditions.
During the year under review Members will notice that the gross revenues haveincreased to Rs.44081.56 lacs from Rs. 30207.87 Lacs while the Profit before Tax alsoincreased from Rs. 543.05 Lacs to Rs.577.30 Lacs
The profit after tax also increased to Rs. 427.27 from Rs. 353.05 reported in theprevious year.
Expansion of the proposed capacity of TMT unit of the Plant:
Your management has decided to enhance the capacity of TMT production from 140000 MT to230000 MT. Project enhancement process is going on and it is expected that commercialproduction will be started from the second quarter of the financial year 2019-20.
Change in the nature of business if any:
There is no change in the nature of business of the Company during the year underreview.
Dividend and Transfer to Reserves:
Although your Company has earned profits during the year the Board of Directors havedecided to plough back the Profits into the Company. Therefore your Directors have notrecommended any dividend for the financial year 2018-19.
The Authorized Share Capital of the Company stands at Rs. 150000000 (Rupees FifteenCrore only) divided into 15000000 (One Crore fifty lakh only) Equity Shares of Rs. 10/-(Rupees Ten) each.
The Equity Shares of your Company are listed on Bombay Stock Exchange Limited.
The Company confirms that it has paid the Annual Listing Fees for the year 2019-20 toBSE where the Company's Shares are listed.
Directors & its board meetings:
The Board of directors of your company is duly constituted. There was no resignation ofDirectors this year.
The following appointments to the Board are proposed:
In accordance with the Companies Act 2013 read with the Articles of Association of theCompany Mr. Puneet Jain Director retires by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible offered himself for re-appointment.
Appropriate resolutions for the appointment/ reappointment of Directors are beingplaced before you for your approval at the ensuing Annual General Meeting. The briefresume of the aforesaid Directors and other information have been detailed in the Notice.Your Directors recommend their appointment/reappointment as Director of your Company.
Number of meetings of the board:
Six Board Meetings were held on during the year. The gap between any two Board Meetingsis within the period prescribed by the Companies Act 2013 and Listing Agreement.
Declarations by Independent Directors:
The Company has received declarations from the Independent Director under Section149(6) of the Companies Act 2013 confirming their independence vis-a-vis the Company.
Board evaluation and assessment:
The company believes formal evaluation of the board and of the individual directors onan annual basis is a potentially effective way to respond to the demand for greater boardaccountability and effectiveness. For the company evaluation provides an ongoing meansfor directors to assess their individual and collective performance and effectiveness. Inaddition to greater board accountability evaluation of board members helps in;
a. More effective board process
b. Better collaboration and communication
c. Greater clarity with regard to member's roles and responsibilities
d. Improved chairman - managing directors and board relations
The evaluation process covers the following aspects
- Self evaluation of directors
- Evaluation of the performance and effectiveness of the board
- Evaluation of the performance and effectiveness of the committees
- Feedback from the non executive directors to the chairman
- Feedback on management support to the board. Familiarisation Programme forIndependent Directors
The Company shall through its Senior Managerial personnel familiarise the IndependentDirectors with the strategy operations and functions of the Company. The IndependentDirectors will also be familiarised with their roles rights and responsibilities andorientation on Statutory Compliances as a Board Member.
On appointment of the Independent Directors they will be asked to get familiarisedabout the Company's operations and businesses. An Interaction with the key executives ofthe Company is also facilitated to make them more familiar with the operations carried bythe company. Detailed presentations on the business of the company are also made to theDirectors. Direct meetings with the Chairman and the Managing Director are furtherfacilitated for the new appointee to familiarize him/her about the Company/ its businessesand the group practices as the case may be and link is available at the websitewww.ashianaispat.in
Directors' Responsibility Statement
Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013with respect to Directors' Responsibility Statement your board of directors to the bestof their knowledge and ability confirm that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2019 and ofthe profit/loss of the Company for that year;
c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
Your Board of Directors during the year under review approved the Corporate SocialResponsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 ofthe Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014 based on the recommendations of the CSR Committee. The CSR Policy isavailable on the website of the Company at www. ashianaispat.in. The composition of theCSR Committee is disclosed in the Corporate Governance Report.
A brief outline of the CSR Policy of the Company the CSR initiatives undertaken duringthe financial year together with the progress thereon and the Annual Report on CSRactivities as required by the Companies (Corporate Social Responsibility Policy) Rules2014 are set out in 'Annexure A' to this Report.
Constitution and Composition of Audit Committee
The Audit Committee of the company is duly constituted as per section 177 of theCompanies Act 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Composition and Scope of Audit Committee is provided underthe Corporate Governance report annexed herewith.
Nomination and Remuneration cum Compensation Committee:
Nomination and Remuneration cum Compensation Committee meets the requirements ofsection 178 of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The details of the composition of theNomination
and Remuneration cum Compensation Committee as required under the provisions of Section178 of the Companies Act 2013 is given in the Corporate Governance Report furnished aspart of the Annual Report.
The remuneration paid to the Directors is as per the terms laid out in the Nomination& Remuneration policy of the Company. The Nomination & Remuneration policy isadopted by the Board is placed on the Company's website at www.ashianaispat.in
In pursuance of Regulation 17 to 27 read with Schedule V of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 entered into with the Stock Exchanges aseparate Report on Corporate Governance along with a certificate from a Practicing CompanySecretary regarding its compliance is annexed and forms part of this Report as Annexure-E.Your company will continue to adhere in letter and spirit to good corporate governancepolicies.
Management Discussion & Analysis
The Management Discussion and Analysis Report highlighting the industry structure anddevelopments opportunities and threats future outlook risks and concerns etc. isfurnished separately and forms part of this report.
Your company does not have any subsidiary company. Statutory Auditors
M/s. D.V. Aggarwala & Co. LLP Chartered Accountants (Firm registration No001263C/C400022) were appointed as Statutory Auditors of the Company to hold office fromthe conclusion of 25th Annual General Meeting of the Company held on 31 August 2017 tillthe conclusion of the 30th Annual General Meeting of the Company subject to ratificationby members every year as prescribed under then prevailing provisions of the Companies Act2013.
In view of the changes in provisions of section 139 of the Companies 2013 ratificationof appointment is not proposed.
Management Replies to Auditors Report - on Financial Reports
There are no qualifications mentioned by the Auditors in the Auditors report. HoweverStatutory Auditors mentioned at point no.43 of the notes of accounts pointed that companyhad not incurred any amount of expenditure on account of CSR declining the details ofexpenditure furnished to them. CSR committee therefore in their meeting held on 30.05.2019decided to release the fund of Rs.2200000/- to be spend on CSR activities as perschedule
VII of the Companies Act2013 and details thereof given in Annexure-"A" ofthe Directors' report and in respect of the contigent liabilities of Rs.116111/- atpoint no.42 of the financial statement which has not been treated as debt is the amount ofIncome Tax demand against which appeal has been filled before the Commissioner Appeal.
Reporting of Fraud
The Auditors of the Company have not reported any frauds specified under Section143(12) of the Companies Act 2013.
Business Responsibility Report (BRR)
Securities Exchange Board of India (SEBI) vide circular CIR/ CFD/DIL/8/2012 datedAugust 13 2012 has mandated the inclusion of BRR as part of the Annual Report for the top100 listed entities based on their market capitalization on Bombay Stock Exchange Ltd andNational Stock Exchange of India Ltd as at 31 March 2012. In view of the requirementsspecified the company is not mandated for the providing the BRR and hence do not formpart of this Report.
Particulars of Loans Guarantees and Investments
Details of loans and guarantees given and investments made under Section 186 of the Actare provided in the Notes to the Financial Statements.
Cost Audit Report
The provisions of Section 148 of the Companies Act 2013 apply to the Company andtherefore M/s. Mithlesh Gupta & Co. (FRN : 103200) has been appointed as CostAccountants for the financial year 2019-20.
Secretarial Audit Report:
Pursuant to the provisions of Section 204 read with Section 134(3) of the CompaniesAct 2013 the company is required to obtain Secretarial Audit Report from PracticingCompany Secretary. Mr. Bir Shankar Practising company secretary was appointed to issueSecretarial Audit Report for the financial year 2018-19.
Secretarial Audit Report issued by Mr. Bir Shankar Practising company secretary inForm MR-3 for the financial year 2018-19 forms part to this report as 'Annexure - F'.
Mr. Bir Shankar Practising company secretary who has been further appointed to obtainSecretarial Compliance report in term of Regulation 24A of SEBI (Listing Obligations andDisclosure Requirements)(Amendment) Regulations 2018.
Whistle Blower Policy/Vigil Mechanism
Pursuant to the provisions of section 177 of the companies act 2013 and the rulesframed there under and pursuant to the applicable provision of Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the company hasestablished a mechanism through which all stake holders can report the suspected fraudsand genuine grievances to the appropriate authority. The Whistle blower policy which hasbeen approved by the board of directors of the company has been hosted on the website ofthe company viz. www.ashianaispat.in
Risk Management Policy
Risk management policy is not applicable.
Policy on Sexual Harassment
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. During the financial year ended 31st March 2019 the Companyhas not received any complaints pertaining to Sexual Harassment.
Particulars of Contracts or arrangements with related parties
All the related party transactions that were entered during the financial years were inthe ordinary course of business of the company and were on arm length basis. There were nomaterially significant related party transactions entered by the company during the yearwith the promoters directors key managerial personnel or other persons which may have apotential conflict with the interest of the company.
The policy on related party transactions as approved by the board of directors ishosted on the website of the company viz. www.ashianaispat.in
Particulars of every contract or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arm's length transactions under third proviso thereto shall be disclosed in FormNo. AOC-2 as 'Annexure C' to this report.
Material changes and commitments if any affecting the financial position of thecompany
There are no material changes and commitments affecting the financial position of thecompany which occurred between the end of the financial year to which the financialstatements relate and the date of the report.
Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
Your Company has not accepted any deposits from the public. As such there was noprincipal or interest outstanding on the date of the Balance Sheet.
Material Subsidiary Policy:
There is no material subsidiary company and therefore no material subsidiary policy hasbeen in practice.
Particulars of Employees
A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as 'Annexure D' to this Report.
In terms of Section 136 of the Companies Act 2013 the same is open for inspection atthe Registered Office of the Company.
Copies of this statement may be obtained by the members by writing to the CompanySecretary at the Registered Office of the Company.
The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areenclosed in Annexure D and forms part of this Report.
Extract of the Annual Return
In accordance with Section 134 (3) (a) of the Act an extract of the Annual Return inthe prescribed format is appended as 'Annexure G' to this Report.
Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo
Your company is doing its best efforts to give high priority to energy conservation byopting for more power efficient replacements. Particulars of Energy Technology Absorptionand Foreign Exchange Earnings and Outgo as per Section 134(3) (m) of Companies (Accounts)Rules 2014 are given as an Annexure-B to this report.
Internal Audit & Controls
The Company has a proper and adequate system of internal control to ensure all theassets are safeguarded and protected against loss from unauthorized use or disposition andthe transactions are authorized regarded and reported correctly. The internal control issupplemented by an extensive program of internal audits review by management andprocedures. It is designed to ensure that the financial and other records are reliable forpreparing financial statements and other data and for maintaining accountability ofassets. The Company's Internal Audit Department is regularly carrying out the Audit in allareas. Normal foreseeable risks of the Company's Assets are adequately covered bycomprehensive insurances.
The Company has adequate Internal Financial Controls consistent with the nature ofbusiness and size of the operations to effectively provide for safety of its assets
reliability of financial transactions with adequate checks and balances adherence toapplicable statues accounting policies approval procedures and to ensure optimum use ofavailable resources. These systems are reviewed and improved on a regular basis. It has acomprehensive budgetary control system to monitor revenue and expenditure against approvedbudget on an ongoing basis.
Internal Financial Control Systems
The Company has adequate Internal Financial Controls consistent with the nature ofbusiness and size of the operations to effectively provide for safety of its assetsreliability of financial transactions with adequate checks and balances adherence toapplicable statues accounting policies approval procedures and to ensure optimum use ofavailable resources. These systems are reviewed and improved on a regular basis. It has acomprehensive budgetary control system to monitor revenue and expenditure against approvedbudget on an ongoing basis.
The company enjoyed cordial relations with its employees during the year under reviewand the Board appreciates the employees across the cadres for their dedicated service tothe Company and looks forward to their continued support and higher level of productivityfor achieving the targets set for the future.
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
Your Directors would like to place their deep appreciation of the devoted services ofthe loyal workers executives and other staff of the Company who have contributed in everypossible measure towards consistent growth of the Company. The Directors are also thankfulto the Bankers- State Bank of India investors customers for their continued supportduring the year.
For and on behalf of the Board For Ashiana Ispat Limited
|(Naresh Chand) ||(Puneet Jain) |
|Chairman ||Managing Director |
|DIN:00004500 ||DIN:00814312 |
|Place: Bhiwadi || |
|Date: 30.05.2019 || |