Ashoka Metcast Ltd.
|BSE: 540923||Sector: Others|
|NSE: N.A.||ISIN Code: INE760Y01011|
|BSE 00:00 | 17 Sep||4.64||
|NSE 05:30 | 01 Jan||Ashoka Metcast Ltd|
Ashoka Metcast Ltd. (ASHOKAMETCAST) - Director Report
Company director report
Your Directors have pleasure in presenting their Annual Report on thebusiness and operations of the Company and the Audited Accounts for the Financial Yearended 31st March 2020.
1. FINANCIAL SUM MARY/HIGHLIG HTS OF PERFORMANCE OF THE COMPANY:
The Company is into the business of trading of steel trading of goodsand others. Revenue from operations during the year has increased substantially and theloss incurred has reduced as compared to previous year. However considering the growth ofthe steel industry the management is optimistic about the promising prospect for theCompany.
Due to loss during the year the Company is not able to declareDividend.
4. TRANSFER TO RESERVE:
Reserves & Surplus at the end of the year stood at '1057.83 Lacs ascompared to ' 1058.20 Lacs at the beginning of the year.
5. SHARE CAPITAL:
At present the Company has only one class of shares - equity shareswith face value of ' 10/- each. The authorised share capital of the Company is dividedinto 11000000 equity shares of face value of ' 10/- each amounting to ' 110000000/-and issued subscribed and paid up equity capital is divided into 10710000 equityshares of face value of ' 10/- each amounting to ' 107100000/-.
Your Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
7. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
The activities carried out by the Company are not power intensive andthe cost of the energy is insignificant. The Company has not imported any technologyduring the year and there are no plans to import any kind of technology in near future andhence information regarding its absorption is not applicable. There were no researchactivities carried out during the year as well as no foreign exchange income or outgoduring the year.
Annual Report 2019-2020
ASHOKA METCAST LIMITED
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:
There were no such material changes occurred subsequent to the close ofthe financial year of the Company to which the balance sheet relates and the date of thereport which can affect the financial position of the Company.
It is pertinent to note that Due to COVID-19 pandemic the nationwidelockdown was imposed from 23rd March 2020 which was further extended by variousannouncements made by the Central and State Government around the time. Manufacturingfacility of the Company's wholly owned subsidiary was shut down during the lockdown periodas the Company and its Subsidiary were not part of Government denominated indispensableservices. Subsidiary's manufacturing plant has resumed operations from May 10 2020 andthe Company started its operations from May 18 2020. The Company has made assessment ofits liquidity position for the financial year 2020-21 and the recoverability and carryingvalue of its assets comprising property plant and equipment intangible assets right ofuse assets investments inventory and trade receivables. Based on current indicators offuture economic conditions the Company expects to recover the carrying amount of theseassets. The situation is changing rapidly giving rise to inherent uncertainty around theextent and timing of the potential future impact of the COVID-19 which may be differentfrom that estimated as on balance sheet date. The Company has made detailed disclosure ofCOVID-19 impact on the Company under Regulation 30 of SEBI (Listing Obligations &Disclosure Requirements) Regulation 2015 read with SEBI Circular No.SEBI/HO/CFD/CMD1/CIR/P/2020/84 dated May 20.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No material order has been passed by the Regulators/Court or Tribunalswhich can impact the going concern status and Company's operation in future.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Rhetan Rolling Mills Private Limited formerly known as ShreeGhantakarna Rolling Mills Private Limited is Wholly Owned Subsidiary and VivanzaBiosciences Limited is an associate company of the Company.
There are no joint venture companies of the Company. There has been nomaterial change in the nature of the business of the subsidiary.
As required under Rule 8 (1) of the Companies (Accounts) Rules 2014the Board's Report has been prepared on standalone financial statements and a report onperformance and financial position of the subsidiary/associate included in Form AOC - 1 isattached herewith as ANNEXURE-I (A).
In accordance with third proviso of Section 136 (1) of the CompaniesAct 2013 the Annual Report of the Company containing therein its standalone and theconsolidated financial statements has been placed on the website of the Companywww.ashokametcast.in. Shareholders interested in obtaining a copy of the audited annualaccounts of the subsidiary company may write to the Company Secretary at the Company'sregistered office.
Pursuant to the provisions of Section 129 (3) of the Companies Act2013 read with Rule 8 (1) of the Companies (Accounts) Rules 2014 a statement containingsalient features of the Financial Statements of your Company's subsidiary in Form AOC-1 isattached to the Financial Statements.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans Guarantees and Investments if any covered under theprovisions of Section 186 of the Act are given in the notes to the Financial Statements.
12. MEETING OF BOARD OF DIRECTORS:
During the year under the review 6 (Six) Board meetings were heldwith gap between Meetings not exceeding the period prescribed under the Companies Act2013 and Rules made thereunder.
The Board meeting dates are finalized in consultation with alldirectors and agenda papers backed up by comprehensive notes and detailed backgroundinformation are circulated well in advance before the date of the meeting thereby enablingthe Board to take informed decisions.
The intervening gap between the Board Meetings was within the periodprescribed under the Companies Act 2013.
Details of Board meetings held during the year and attendance ofdirectors thereat is as under:
13. COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 the Boardconstituted some of its Committees.
AUDIT COMMITTEE: The Company constituted its Audit Committee comprisingof following Directors:
Attendance of each member of the Audit Committee:
NOMINATION AND REMUNERATION COMMITTEE: The Company is having aNomination and Remuneration Committee comprising of following Directors:
One meeting of Nomination and Remuneration Committee was held duringthe year and all members had attended the meeting.
STAKEHOLDERS RELATIONSHIP COMMITTEE: The Company is having aStakeholders Relationship Committee comprising of following Directors:
Attendance of each member of the Stakeholders Relationship Committee:
14. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 is attached herewith asANNEXURE-II.
All the Properties of the Company are adequately insured.
16. RELATED PARTY TRANSACTIONS:
Details of the related party transactions entered at arm's length aregiven in Form AOC-2 attached as ANNEXURE-I (B) to the Financial Statements.
Related Party disclosure under regulation 34(3) read with schedule V ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is as under:
Further transactions if any of the Company with any person or entitybelonging to the promoter/promoter group which hold(s) 10% or more shareholding in thelisted entity are given in the notes to the Financial Statements.
17. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive andnon-executive directors including Independent Directors who have wide and variedexperience in different disciplines of corporate functioning. No director has beenappointed or resigned from the Board during the year.
Mrs. K. C. Parikh has been appointed as Chief Financial Officer of theCompany on April 24 2019 and she resigned from the post of Chief Financial Officer onJuly 31 2019. Mr. Subha R. Dash has been appointed as Chief Financial Officer of theCompany on June 9 2020.
In accordance with the provisions of Section 152 of the Companies Act2013 and Articles of Association of the Company Mr. Ashok C. Shah (DIN: 02467830) retiresby rotation at the ensuing Annual General Meeting and being eligible in terms of Section164 of the Act offers himself for re-appointment.
All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013.
18. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and the corporate governancerequirements as prescribed by Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board had carried out performanceevaluation of its own the Board Committees and of the Independent directors. IndependentDirectors at a separate meeting evaluated performance of the Non-Independent DirectorsBoard as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties Role and functions (b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination &Remuneration Committee formulated criteria for determining Qualifications PositiveAttributes and Independence of a Director. No remuneration is paid to any of the Directorsof the Company including Managing Director.
20. MANAGERIAL REMUNERATION:
The Company had not paid any remuneration to the Managing Director orany sitting fees to Non-Executive Directors for attending any meetings during thefinancial year ended 31st March 2020.
21. INDEPENDENT DIRECTORS' MEETING:
Independent Directors of the Company had met during the year under thereview on March 14 2020. The Independent Directors' in its meeting reviewed andconsidered:
1. The performance of Non-Independent Directors and the Board ofDirectors;
2. The performance of the Chairperson of the Company;
3. Assess the quality quantity and timeliness of flow of informationbetween the management of the Company and the Board of Directors that is necessary for theBoard of Directors to effectively and reasonably perform their duties.
22. COMMITTEES OF THE BOARD:
There are currently Three Committees of the Board as enumeratedhereunder:
1. Audit Committee
2. Nomination and Remuneration Committee and
3. Stakeholders' Relationship Committee
A. Statutory Auditors
Resolution appointing M/s. Sunil Poddar & Co. CharteredAccountants Firm Regd. No. 110603W as statutory auditors of the Company for a term offive years to hold office till the conclusion of the Annual General Meeting to be held in2024 was passed by the shareholders of the Company in its Annual General Meeting held onSeptember 28 2019.
The Members may note that consequent to the changes in the CompaniesAct 2013 and the Companies (Audit and Auditors) Rules 2014 by the Ministry of CorporateAffairs (MCA) vide notification dated May 7 2018 the proviso to Section 139(1) of theCompanies Act 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Auditand Auditors) Rules 2014 the requirement of ratification of appointment of Auditors bythe Members at every AGM has been done away with. Therefore the Company is not seekingany ratification of appointment of M/s. Sunil Poddar & Co. Chartered AccountantsFirm Regd. No. 110603W as the Auditors of the Company by the Members at the ensuing AGM.
The Report given by the Auditors on the financial statements of theCompany is a part of the Annual Report. The notes to the accounts referred to in theAuditors' Report are self-explanatory and therefore do not call for any further comments.
There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Chintan K. Patel Practicing Company Secretary Ahmedabad to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith asAnnexure IV.
The observations of the Secretarial Auditor in the Secretarial AuditReport are self-explanatory and therefore do not call for any further comments.
24. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Financial Control System appropriateconsidering the size and complexity of its operations. The internal financial controls areadequate and are operating effectively so as to ensure orderly and efficient conduct ofbusiness operations. The Audit Committee in consultation with the internal auditorsformulates the scope functioning periodicity and methodology for conducting the internalaudit. Based on the internal audit report and review by the Audit committee processowners undertake necessary actions in their respective areas. The internal auditors haveexpressed that the internal control system in the Company is robust and effective. TheBoard has also put in place requisite legal compliance framework to ensure compliance ofall the applicable laws and that such systems are adequate and operating effectively.
25. RISK MANAGEMENT:
Company has implemented an integrated risk management approach throughwhich it reviews and assesses significant risks on a regular basis to help ensure thatthere is a robust system of risk controls and mitigation in place. Senior managementperiodically reviews this risk management framework to keep updated and address emergingchallenges. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis.
26. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act 2013 andRegulation 22 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has constituted a Whistle BlowerPolicy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees toreport genuine concerns in such manner as may be prescribed and to report to themanagement instances of unethical behaviour actual or suspected fraud or violation of theCompany's code of conduct.
27. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company's shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code.
The Company has adopted and amended its Code of Conduct for Preventionof Insider Trading w.e.f. April 1 2019 pursuant to Securities and Exchange Board of India(Prohibition of Insider Trading) (Amendment) Regulations 2018.
28. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act 2013 and to thebest of their knowledge and belief and according to the information and explanationsobtained by them your Directors state that-
i. In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
ii. The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year 31st March 2020 and of the profit and loss of the company forthat period;
iii. The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct 2013 and Rules made thereunder for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concernbasis;
v. The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively and
vi. The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
29. CORPORATE GOVERNANCE:
As per Regulation 15(2)(b)of the SEBI Listing Regulations compliancewith the corporate governance provisions as specified in regulation 17 to 27 and clauses(b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule Vshall not apply to the Company. The Certificate of the non applicability of submission ofReport on Corporate Governance is attached as Annexure - V to the Directors Report.
30. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not covered under section 135 of Companies Act 2013hence details regarding policy on Corporate Social Responsibility is not applicable to theCompany.
Your Directors take this opportunity to express their gratitude for thegenerous commitment dedication hard work and significant contribution made by employeesat all levels for the development of the Company. Your Directors also sincerely thank toall the stakeholders customers vendors bankers business associates government otherstatutory bodies and look forward to their continued assistance co-operation and support.