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Ashirwad Steels & Industries Ltd.

BSE: 526847 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE338C01012
BSE 13:45 | 17 Jan 20.35 0.55
(2.78%)
OPEN

20.75

HIGH

20.75

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19.50

NSE 05:30 | 01 Jan Ashirwad Steels & Industries Ltd
OPEN 20.75
PREVIOUS CLOSE 19.80
VOLUME 31375
52-Week high 22.25
52-Week low 8.60
P/E
Mkt Cap.(Rs cr) 25
Buy Price 20.00
Buy Qty 1444.00
Sell Price 20.35
Sell Qty 1598.00
OPEN 20.75
CLOSE 19.80
VOLUME 31375
52-Week high 22.25
52-Week low 8.60
P/E
Mkt Cap.(Rs cr) 25
Buy Price 20.00
Buy Qty 1444.00
Sell Price 20.35
Sell Qty 1598.00

Ashirwad Steels & Industries Ltd. (ASHIRWADSTEELS) - Director Report

Company director report

TO THE SHAREHOLDERS

Your Directors present their 35th Annual Report on the business andoperations of the Company and its Audited Statements of Accounts together with AuditorsReport for the financial year ended 31st March 2021.

Current year Previous year
(31.03.2021) (31.03.2020)
(Rs in Lakhs) (Rs in Lakhs)
1. SUMMARY OF FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY:
Income from Operations (Including other Income) 475.50 1116.65
Profit/(Loss) before and also after exceptional and Extra-ordinary items and before taxes (34.81) (352.99)
Add / (Less): Tax Expenses for the year 0.12 2.58
Add / (Less): Deferred Income Tax (Assets) (3.32) 11.71
Net Profit /(Loss) for the year after tax (31.49) (367.28)
Add: Other Comprehensive income 100.35 (120.04)
Total Comprehensive income (including
Post Tax Profit/(Loss) for the year) 68.86 (487.32)

2. DIVIDEND:

Your Directors do not recommend any dividend for the year under review.

3. RESERVES

No amount has been transferred to the reserve by the Board during the year underreview.

4. THE COMPANY S WORKING/STATE OF AFFAIRS DURING THE FINANCIAL YEAR UNDER REVIEW

The Company s overall working performance during the financial year under review hasbeen quite dissatisfactory. The

Company s Sponge Iron Plant at Jamshedpur was shut down during the last financial yearon 24.03.2020 due to lockdown announced by the government in view of Covid-19 pandemic.However even after the lockdown was lifted the overall Covid situation remained quiteworrying and there was acute shortage of manpower and additionally the monsoon rainyseason had started which considerably hinders the normal operation of the plant and hencethe management decided not to restart the operations at the plant. Further on the adviseof plant management; the board decided to embark upon a very major and complete overhaulrepair and renewal of the entire sponge iron plant consisting of three kilns and threecoolers. It is pertinent to mention that such major exercise had become extremelynecessary as the plant was almost 20 years old and as such was not operating optimally norgiving good quality of materials produced and it needed very badly the massive repairs andrenewals. This major overhaul exercise was taken up in july/august2020 and is still notfully complete due to shortage of manpower delays by suppliers and contractors and othertechnical reasons . The plant is now almost ready for restarting the operations but inbetween due to shortage of iron ore ( with several government auctioned iron ore mines notrecommencing mining activity for various reasons) the prices of iron ore have almostwent up by astronomically 2.5 to 3 times thus making the sponge iron productioneconomically unviable. The situation will get further grim during the ongoing rainy seasonas it impedes the overall mining activities. Hence in view of above the management willtake a decision to start the operations after end of the rainy season and depending uponthe then prevailing economics of operations . Your board however is of the consideredview that standalone sponge iron plants cannot run/operate profitably and economicallyunless and until the iron ore is available at an affordable rate through competitionamongst the mine owners and thus it shall be prudent to dispose off the sponge iron plantsubject to getting a suitable buyer and after taking your approval as it is highlyunlikely that availability and prices of iron ore will ease in the coming time unless thegovernments take some decisive path breaking and prudent actions to substantially ramp upthe domestic iron ore production resulting in sufficient supplies at competitive prices.In view of above the Plant during the year under review remained inoperative and had nilproduction.

Further the Company had entered in to a Business Transfer Agreement on 03.01.2019 (FY2018-2019) with M/s. SHV Energy Pvt. Ltd. to sell them the Company s LPG Bottling Plantat Uluberia Howrah by way of a slump sale on a going concern basis subject to theconsent and approval of the West Bengal Industrial Infrastructural Development Corporation(WBIIDC) Kolkata. The said slump sale transaction/deal is still pending as the necessaryapproval and consent from WBIIDC has not been received. However the Company is optimisticand hopeful of completing this transaction in the current financial year 2021-2022 aftergetting the approval of WBIIDC.

The Company s LPG Bottling Plant at Raigarh continues to be inoperative as thecommercial operation thereon is not remunerative and economically viable. The Board hastaken authority from the members through Postal Ballot to dispose off the said Plant butunfortunately no buyer/purchaser has come forward till date. The Board considers that onlythe freehold land of the said Plant has commercial value and the plant &equipmentsbeing very old and obsolete have only scrap value.

Further during the year under review the Company s revenue from operations net oftaxes stood at Rs 157.53 lacs (previous year Rs.818.11 lacs) and the other income stood atRs 317.97 lacs (previous year Rs. 298.55 lacs) and hence the total income stood at Rs475.50 lacs (previous year Rs. 1116.65 lacs). The company has incurred a net loss of Rs(31.49) lacs (previous year net loss of Rs. 367.28 lacs). The Other Comprehensive Income(OCI) for the year stood as Rs 100.35 lacs (previous year Rs. -120.04 lacs). The totalcomprehensive income for the year stood at Rs 68.86 lacs (previous year Rs. -487.32 lacs).

Your Board as usual continues to make its best possible efforts to improve the overallworking and financial performance of your Company.

5. CHANGE IN NATURE OF BUSINESS OF THE COMPANY: None during the year.

6. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR 31.03.2021TILL THE DATE OF THIS BOARD REPORT:

None

7. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS AGAINSTTHE COMPANY:

None.

8. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO COMPANY S FINANCIALSTATEMENTS:

In the opinion of the Board the Company has adequate Financial Controls in place withrespect to Company s Financial Statements and Operations. Kindly refer to Annexure B ofthe Statutory Auditors report dated 21stJune 2021.

9. DETAILS OF NAMES OF COMPANIES WHICH HAVE BECOME OR CEASE TO BE THE COMPANY SSUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATE COMPANIES DURING THE YEAR UNDER REVIEW ANDTHEIR FINANCIAL PERFORMANCE:

The Company neither has nor had in the past any subsidiary associate or joint ventureCompany.

10. FIXED DEPOSIT :

The Company has not accepted any deposits during the year from the Public under section73 or 74 (Chapter V) of the Companies Act 2013 nor did it receive the same in any of theprevious years and hence there are no overdue/outstanding Deposits or any interest payablethereon and therefore the prescribed details under the Companies Act 2013 are notrequired to be furnished.

11. STATUTORY AUDITORS :

M/s. M. R. Singhwi & Company Chartered Accountant were appointed as the StatutoryAuditors of the Company for a period of five years beginning from financial year 2017-18to 2021-22 (32nd AGM to 36th AGM) and accordingly they will continueto be the Statutory Auditors of the Company for the financial year 2021-2022.

12. AUDITOR S REPORT :

The observations made in the Auditor s Report are self-explanatory and do not call forany further comments u/s 134(3)(f) of the Companies Act 2013. The Auditors have not madeany materially significant qualifications in their Report and their opinion is unmodified.

13. EXTRACT OF THE ANNUAL RETURN OF FINANCIAL YEAR ENDED 31.03.2021:

The same is annexed with this Report in the prescribed FORM NO. MGT-9.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION EXPORTS AND FOREIGN EXCHANGEEARNINGS AND

OUTGOINGS.

The information s required under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies

(Accounts) Rules 2014 are as under:-

(A) CONSERVATION OF ENERGY :

The Power requirement at Company s Gas Bottling Plant is negligible. For Sponge IronPlant the Capacitor Panels of adequate size and number have been installed and aremaintained to save and economize on power consumption. The Company has not made any freshinvestments on this account nor was there any need to take any fresh initiatives on thisaccount.

(B) TECHNOLOGY ABSORPTION :

The Company has in-house technology and expertise for its Hydrocarbon LPG BottlingPlant. The technology to manufacture Sponge Iron was provided by an outside agency longago. The said technology is fully indigenous is now well established and has been fullyabsorbed by the Company. The Company has not so far made use of any imported technologyfor its products/plants. The Company has not made nor felt necessary to absorb any freshtechnology and the Company has not incurred any expenditure on Research and Development.

( C ) FOREIGN EXCHANGE EARNINGS AND OUTGO :

Earnings: Nil (Previous Year: Nil) Outgo : Nil (Previous Year : Nil)

D) Annual Evaluation:

Pursuant to the provisions of the Sec 134 (3) (p) of the Companies Act 2013 and clause2(f)(9) of chapter II of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter in this board report called and referred to as "SEBILODR REGULATIONS);your Board has carried out an annual performance evaluation of its ownperformance the performance of each Individual Director as well as the evaluation of theworking of its Audit Nomination and Remuneration Committees as per a suitably conceivedmanner. During the year under review the Independent Directors had their exclusivemeeting on 19.06.2020 inter alia to discuss the Performance evaluation of Non IndependentDirectors and Board of Directors as a whole and also of the Managing Director and theChairman of the Company and Evaluation of the quality of flow of information between theManagement and Board for effective performance by the Board and the same were generallyfound to be satisfactory. As mandated by SEBI (LODR) Regulation 17(10); the Board as awhole has carried out the performance evaluation of each of the Independent Directors ofthe Company without the participation of the particular Independent Director whoseperformance is being evaluated and fulfillment of the prescribed criteria of theirindependence and the Board is satisfied with the same.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

As per criteria prescribed under section 135 of the Companies Act 2013; the CSR is notapplicable to the Company in respect of the financial year 2020-21 covered under thisReport.

16. DIRECTORS :

A) Changes in Directors and Key Managerial Personnel:

Mr. Vishesh Chhibbar and Mr. Puranmal Agarwal were re-appointed as the directors of thecompany through E-VOTING in the last 34th AGM.Mr. Dalbir Chhibbar the managingdirector s reappointment for a further period of five years from 17.05.2019 to 16.05.2024was approved and confirmed by the members through E-voting in the last 34th AGM.

During the Financial Year under review; Shri Lalit Kishore Choudhury the independentdirector & the Chairman of the company sadly and suddenly demised on 17.05.2020. Yourboard is deeply grieved and sad on his untimely death and greatly appreciates hiscontributions to the company. Your board in its meeting held on 19.06.2020 had appointedShri Baninder Singh Sahni as the independent director and the chairman of the companysubject to your approval which was taken through E-voting in the last 34th AGM.

Further Mr. Puranmal Agarwal and Mrs Sushma Chhibbar are the Directors who retire byrotation at the forthcoming 35th AGM and who being eligible have offered themselves forre-appointment in the ensuing 35th AGM. The brief resume about Mr.Puranmal AgarwalDirector and Mrs. Sushma Chhibbar Director seeking re-appointment is annexed with thenotice of AGM. Your Board recommends their reappointment.

B) Declaration by an Independent Director(s) and Re-appointment if Any:

Declaration given by Independent Directors meeting the criteria of independence asprovided in sub-section (6) of Section 149 of the Companies Act 2013 and Rule 5 of theCompanies (Appointment and Qualification of Directors) Rules 2014 has been received andtaken on record.

17. BOARD MEETINGS HELD DURING THE YEAR :

During the year the Board of Director s Meetings were held on four occasions e.g. on19.06.2020 13.08.2020 05.11.2020 and 28.01.2021.The Independent Directors held theirseparate exclusive meeting on 19.06.2020

18. AUDIT COMMITTEE NOMINATION & REMUNERATION COMMITTEE STAKEHOLDERSRELATIONSHIP COMMITTEE :

The Board in it s meeting held on 19.06.2020 upon the sudden demise of Sri LalitKishore Choudhury had re-constituted all the aforesaid Committees and the details of there-constituted Committees are stated in the Corporate Governance Report annexed hereto.

19. LOANS GUARANTEES AND INVESTMENTS:

Regarding loans given by the Company please refer to Note No.12 and for investmentsmade by the Company please refer to the Note No.5 in the annual Financial Statements ofAccounts. The Company has not given any guarantee of any kind to any person or to any Bankor Financial Institution.

20. RELATED PARTY TRANSACTIONSAS REQUIRED UNDER SECTION 188(1) COMPANIES ACT 2013:

The company has paid Rs. 3.00 lacs to a related party as office rent and has also paidRs.9.00 lacs as remuneration to the Managing Director. These Related Party transactionsare in the normal course and are not considered to be material and hence approval of thesame from the shareholders is not required. There are no other related party transactions.Please refer to Form AOC-2 annexed with this Board Report and which forms part of it. Thedetails of payment made to other related parties is defined under Ind-AS AccountingStandards are as per Note No.31(5) on financial statements.

21. MANAGERIAL/DIRECTOR S REMUNERATION:

The particulars of the same are as mentioned in the Corporate Governance Report annexedto this Board Report.

22. SECRETARIAL AUDIT REPORTAND SECRETARIAL COMPLIANCE REPORT :

Annual Secretarial Audit Report for the Financial year ended 31stMarch2021 along with Annexure A dated 19.06.2021(in the prescribed Form No.MR-3) asgiven by the secretarial auditors M/s Patnaik & Patnaik Company Secretaries isannexed hereto and forms part of this Board Report as Annexure 1

The Secretarial Compliance report dated 19.06.2021 for the financial year ended 31stMarch 2021 in relation to compliance of applicable SEBI Regulations/Circulars/guidelinesissued there under pursuant to requirement of regulation 24A of listing regulations; asissued by the aforesaid secretarial auditors is also annexed as Annexure "2" andforms part of this Board report. With respect to the said auditors observation about thedemateralisation of shares under promoter s group; the board wish to submit that only avery negligible 58500 number of shares representing just 0.47% are yet to bedematerialized due to some unavoidable pending legal issues concerning transmission ofshares upon death of some shareholders and for some other unavoidable reasons. Managementis constantly following up the matter and it is hoped that the pending shares shall bedematerialized shortly.

23. CORPORATE GOVERNANCE :

The Company files quarterly Corporate Governance Report with BSE Ltd. as required underSEBI LODR REGULATION-27. Corporate Governance Report along with the certificatedated19.06.2021 of the Secretarial Auditors confirming compliance of conditions ofCorporate Governance as required under the relevant Regulations of SEBI LODR Regulation2015 is annexed to and forms part of this Board Report.

24. RISK MANAGEMENT POLICY:

The Company s biggest risk is with regard to procurement of critical raw materialsnamely Iron-Ore and Coal at reasonable/affordable rates but it has virtually no control onthe same as only a limited number of Iron Ore Mines are in operation with almost monopolystatus and similarly the coal has to be partially procured from the Coal India Ltd. againvirtually the monopoly supplier in the Country and fixes the coal prices arbitrarily. TheCompany also procures imported coal whose prices keep changing in the International Marketas per demand supply equations. The other risks are the wide fluctuations in the sellingprice of Sponge-Iron which again depend on Demand and Supply and your Company being anominal player has no control or influence on the same. The Company has however laiddown procedures to inform the

Board of Directors about Risk Assessments and it s minimization procedures. The Boardhas also framed and implemented the Risk Management Plan for the Company to the extent itwas possible feasible and practical. The formation of Risk Management Committee is notapplicable to the Company as the requirement is applicable to only top 500 listed entitieson BSE Ltd. as per Regulation 21 of SEBI LODR REGULATIONS 2015.

25. DISCLOSURES ABOUT REMUNERATION TO DIRECTORS VIS--VIS EMPLOYEES AND OTHERPARTICULARS AS

REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT 2013 READ WITH RULE 5 OF COMPANIES(APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

A. During the year a remuneration of Rs 900000/- was paid to Managing Director andDirector s sitting fees of Rs.32000/-was paid to the Independent Directors for attendingthe Board Meetings and none of the other directors received any remuneration andtherefore the computation of ratio of remuneration of each Director to the medianremuneration of the employees of the Company are not furnished. The remuneration paidand/or payable to the Key Managerial Personnel s is very reasonable and commensurate withtheir performances. The remuneration paid to the employees is as per the remunerationpolicy of the Company which is dynamic in nature and changes as per the financialperformance of the Company and of an individual employee including their work experiencecompetency job profile skill and seniority.

B. No employee of the Company during the financial year was in receipt of remunerationaggregating to Rs.102 lacs or more if employed for the whole year and Rs. 8.5 lacs permonth if employed for a part of the financial year. No employee of the Company is holding2% or more of the Equity Shares of the Company. The number of permanent employees as atyear-end were nine and the ratio of remuneration paid to Managing Director to medianremuneration of the employees was 4.23:1.

26. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION &REDRESSAL) ACT 2013:

The Board of Directors and/or the Management of the Company has not received anycomplaint on this account from any of the employees of the Company or from any otherperson.

27. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 states:-

(i)That in the preparation of the annual accounts for the financial year ended 31stMarch2021the applicable accounting standards had been followed along with proper explanationrelating to material departures.

(ii)That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were 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 the year under review.

(iii)That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

(iv)That the Directors have prepared the accounts for the Financial year ended 31stMarch 2021 on a going concern basis.

(v)That the Directors had laid down internal financial controls which are to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.

(vi)That the Directors had devised proper systems to ensure compliance with provisionsof all applicable laws and that such systems were adequate and operating effectively.

28. ACKNOWLEDGEMENT:

Your Directors would like to convey their sincere appreciation for the assistance andco-operation received from the stakeholders during the year under review. Your Directorsalso wish to place on record their appreciation for the contribution of the employees.

Place: Kolkata For and on behalf of the Board
Dated: 21.06.2021 Ashirwad Steels & Industries Limited

 

DalbirChhibbar Vishesh Chhibbar
Managing Director Director
(DIN :00550703) (DIN: 03553892)

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