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Ashoka Metcast Ltd.

BSE: 540923 Sector: Others
NSE: N.A. ISIN Code: INE760Y01011
BSE 13:45 | 23 May 3.96 -0.44
(-10.00%)
OPEN

4.05

HIGH

4.05

LOW

3.96

NSE 05:30 | 01 Jan Ashoka Metcast Ltd
OPEN 4.05
PREVIOUS CLOSE 4.40
VOLUME 24000
52-Week high 6.38
52-Week low 3.47
P/E
Mkt Cap.(Rs cr) 4
Buy Price 3.96
Buy Qty 6000.00
Sell Price 3.96
Sell Qty 30000.00
OPEN 4.05
CLOSE 4.40
VOLUME 24000
52-Week high 6.38
52-Week low 3.47
P/E
Mkt Cap.(Rs cr) 4
Buy Price 3.96
Buy Qty 6000.00
Sell Price 3.96
Sell Qty 30000.00

Ashoka Metcast Ltd. (ASHOKAMETCAST) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Annual Report on the businessand operations of the Company and the Audited Accounts for the Financial Year ended 31stMarch 2018.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Financial Results Rs in Lakh
Standalone Consolidated
Particulars Year ended 31/03/2018 Year ended 31/03/2017 Year ended 31/03/2018
Total Revenue 1917.65 9.85 1918.20
Expenditure 1921.93 8.41 1927.72
Profit before Depreciation (4.28) 1.44 (9.52)
Depreciation 0.27 0.04 0.49
Profit/(Loss) before Tax (4.55) 1.40 (10.01)
Extraordinary items - - 24.52
Provision for Taxation
Income Tax * (0.15) 0.33 * (0.15)
Deferred Tax (0.65) 0.00 (0.71)
Profit/(Loss) after Tax (3.74) 1.07 (33.66)

* MAT Credit entitlement

2. PERFORMANCE:

The Company is into the business of trading of steel electronics and other goods.Revenue from operations during the year has increased. Considering the growth of the steelindustry the management is optimistic about the promising prospect for the Company.

3. DIVIDEND:

Due to loss during the year the Company is not able to declare Dividend.

4. TRANSFER TO RESERVE:

Reserves & Surplus at the end of the year stood at ` 1066.56 Lacs as compared to `0.30 Lacs at the beginning of the year. A sum of ` 1070 Lacs has been credited toSecurities Premium Account on account of allotment of equity shares to promoters andnon-promoters during the year.

5. SHARE CAPITAL:

At present the Company has only one class of shares equity shares with face value of `10/- each. The authorised share capital of the Company is ` 110000000/-.

The capital structure of the company in a tabular form is as under:

Sr. No. Particulars Date of Allotment Number of shares Paid up Capital Cumulative
(in Rs) Capital (in Rs)
1. Paid up Share Capital of the Company at the Incorporation 29/07/2009 10000 100000 100000
2. Conversion of Unsecured Loan into Equity Share 25/09/2017 2500000 25000000 25100000
3. Preferential Allotment of Equity Shares 28/10/2017 2200000 22000000 47100000
4. Initial Public offer 31/01/2018 6000000 60000000 107100000

6. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

7. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:

The activities carried out by the Company are not power intensive and the cost of theenergy is insignificant. The Company has not imported any technology during the year andthere are no plans to import any kind of technology in near future and hence informationregarding its absorption is not applicable. There were no research activities carried outduring the year as well as no foreign exchange income or outgo during the year.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

There were no such material changes occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report whichcan affect the financial position of the Company.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No material order has been passed by the Regulators/Court or Tribunals which can impactthe going concern status and Company’s operation in future.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

During the year the Company has acquired entire 400000 equity shares of ShreeGhantakarna Rolling Mills Private Limited and as a result of this acquisition ShreeGhantakarna Rolling Mills Private Limited is now Wholly Owned Subsidiary of the Company.

There are no associate companies or joint venture companies within the meaning ofsection 2 (6) of the

Companies Act 2013 ("Act"). There has been no material change in the natureof the business of the subsidiary.

As required under Rule 8 (1) of the Companies (Accounts) Rules 2014 the Board’sReport has been prepared on standalone financial statements and a report on performanceand financial position of the subsidiary included in the consolidated financial statementsis included in the financial statements in Form AOC 1 and consolidated performance andfinancial position given here in above.

In accordance with third proviso of Section 136 (1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on thewebsite of the Company www.ashokametcast.in.Shareholders interested in obtaining a copy of the audited annual accounts of thesubsidiary company may write to the Company Secretary at the Company’s registeredoffice.

Pursuant to the provisions of Section 129 (3) of the Companies Act 2013 read with Rule8 (1) of the Companies (Accounts) Rules 2014 a statement containing salient features ofthe Financial Statements of your Company’s subsidiary in Form AOC-1 is attached tothe Financial Statements.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans Guarantees and Investments if any covered under the provisions ofSection 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 14 (Fourteen) Board meetings were held with gapbetween Meetings not exceeding the period prescribed under the Companies Act 2013 andRules made thereunder.

The Board meeting dates are finalized in consultation with all directors and agendapapers backed up by comprehensive notes and detailed background information are circulatedwell in advance before the date of the meeting thereby enabling the Board to take informeddecisions.

The intervening gap between the Board Meetings was within the period prescribed underthe Companies Act 2013.

13. COMMITTEES OF THE BOARD:

During the year in accordance with the Companies Act 2013 the Board constituted someof its Committees.

AUDIT COMMITTEE: The Company constituted its Audit Committee comprising offollowing Directors:

Sr. No. Name & DIN of the Director Status Category
1 Ms. Payal Pandya (DIN: 07658223) Chairperson Non Executive and Independent Director
2 Ms. Chitra Thaker (DIN: 07911689) Member Non Executive and Independent Director
3 Mr. Shalin Shah (DIN: 00297447) Member Executive and Non Independent Director

Attendance of each member of the Audit Committee:

Committee Members Meetings held Meetings attended
Ms. Payal Pandya 1 1
Ms. Chitra Thaker 1 1
Mr. Shalin Shah 1 1

NOMINATION AND REMUNERATION COMMITTEE: The Company is having a Nomination andRemuneration

Committee comprising of following Directors:

Sr. No. Name & DIN of the Director Status Category
1 Ms. Chitra Thaker (DIN: 07911689) Chairperson Non Executive and Independent Director
2 Ms. Payal Pandya (DIN: 07658223) Member Non Executive and Independent Director
3 Mr. Ashok Shah (DIN: 02467830) Member Non Executive and Non Independent
Director

Attendance of each member of the Nomination and Remuneration Committee:

Committee Members Meetings held Meetings attended
Ms. Chitra Thaker 1 1
Ms. Payal Pandya 1 1
Mr. Ashok Shah 1 1

STAKEHOLDERS RELATIONSHIP COMMITTEE: The Company is having a StakeholdersRelationship Committee

comprising of following Directors:

Sr. No. Name & DIN of the Director Status Category
1 Ms. Payal Pandya (DIN: 07658223) Chairperson Non Executive and Independent Director
2 Ms. Chitra Thaker (DIN: 07911689) Member Non Executive and Independent Director
3 Mr. Ashok Shah (DIN: 02467830) Member Non Executive and Non Independent Director

Attendance of each member of the Stakeholders Relationship and Share TransferCommittee:

Committee Members Meetings held Meetings attended
Ms. Payal Pandya 1 1
Ms. Chitra Thaker 1 1
Mr. Ashok Shah 1 1

14. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.

15. INSURANCE:

All the Properties of the Company are adequately insured.

16. RELATED PARTY TRANSACTIONS:

There are related party transactions made by the Company which may have a potentialconflict with the interest of the Company. Details of the related party transactionsentered at arm’s length are given in Form AOC-2 attached as ANNEXURE-I (B) to theFinancial Statements.

17. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executivedirectors including

Independent Directors who have wide and varied experience in different disciplines ofcorporate functioning.

There has been an altogether transformation in the composition of Board of Directorsand recruitment of Key managerial personnel in the Company as detailed hereunder:

Name of Director / Key Managerial personnel Designation Date of Appointment / Cessation / Change in Designation
Mr. Ashok C. Shah Non-executive Non-Independent Director October 23 2017
Mrs. Leena A. Shah Non-executive Non-Independent Director November 11 2017 (Cessation)
Mr. Shalin A. Shah Managing Director November 11 2017 (Change in Designation)
Mrs. Payal P. Pandya Independent Director November 15 2017
Ms. Chitra J. Thaker Independent Director November 15 2017
Ms. Bhumika M. Thakkar Company Secretary November 11 2017
Ms. Pooja A. Shah Chief Financial Officer November 11 2017
(Appointment)
April 30 2018 (Cessation)

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Ashok C. Shah (DIN: 02467830) retires byrotation at the ensuing Annual General Meeting and being eligible in terms of Section 164of the Act offers himself for re-appointment.

All Independent Directors have given declarations that they meet the criteria ofindependence 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 governance requirements asprescribed by Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board had carried out performance evaluation of itsown the Board Committees and of the Independent directors.

Independent Directors at a separate meeting evaluated performance of theNon-Independent Directors Board 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 Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director. No remuneration is paid to any of the Directors of the Company includingManaging Director.

20. MANAGERIAL REMUNERATION:

The Company had not paid any remuneration to the Managing Director or any sitting feesto Non-Executive

Directors for attending any meetings during the financial year ended 31stMarch 2018.

21. INDEPENDENT DIRECTORS’ MEETING:

Independent Directors of the Company had met during the year under the review on March29 2018. The Independent Directors’ in its meeting reviewed and considered:

1. The performance of Non-Independent Directors and the Board of Directors;

2. The performance of the Chairperson of the Company;

3. Assess the quality quantity and timeliness of flow of information between themanagement of the Company and the Board of Directors that is necessary for the Board ofDirectors to effectively and reasonably perform their duties.

22. COMMITTEES OF THE BOARD:

There are currently Three Committees of the Board as enumerated hereunder:

1. Audit Committee

2. Nomination and Remuneration Committee and

3. Stakeholders’ Relationship Committee

23. AUDITORS:

A. Statutory Auditors

M/s. Keyur Bavishi & Co. Chartered Accountants (Firm Reg. No. 131191W) wereappointed as Statutory Auditors of the Company at the Annual General Meeting held on 30thSeptember 2017 for a term of five consecutive years.

The Members may note that consequent to the recent changes in the Companies Act 2013and the Companies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs(MCA) vide notification dated May 7 2018

the proviso to Section 139(1) of the Companies Act 2013 read with explanation tosub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules 2014 the requirement ofratification of appointment of Auditors by the Members at every AGM has been done awaywith. Therefore the Company is not seeking any ratification of

appointment of M/s. Keyur Bavishi & Co. Chartered Accountants (Firm Reg. No.131191W)as the Auditors of the Company by the Members at the ensuing AGM.

The Report given by the Auditors on the financial statements of the Company is a partof the Annual Report. The notes to the accounts referred to in the Auditors’ Reportare self-explanatory and therefore do not call for any further comments.

There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their

Report.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. Patel& Associates Practicing Company Secretaries Ahmedabad to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV

There is no qualification reservation or adverse remark in the report.

C. Internal Auditors:

The Board of Directors has appointed M/s. Naimish K. Shah & Co. CharteredAccountant (FRN 106828W) as Internal Auditors of the Company for the F. Y. 2017-18.

24. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Financial Control System appropriate considering the sizeand complexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations. The Audit Committee in consultation with the internal auditors formulates thescope functioning periodicity and methodology for conducting the internal audit. Basedon the internal audit report and review by the Audit committee process owners undertakenecessary actions in their respective areas. The internal auditors have expressed that theinternal control system in the Company is robust and effective. The Board has also put inplace requisite legal compliance framework to ensure compliance of all the applicable lawsand that such systems are adequate and operating effectively.

25. RISK MANAGEMENT:

Company has implemented an integrated risk management approach through which it reviewsand assesses significant risks on a regular basis to help ensure that there is a robustsystem of risk controls and mitigation in place. Senior management periodically reviewsthis risk management framework to keep updated and address emerging challenges. Majorrisks identified by the businesses and functions are systematically addressed throughmitigating actions on a continuing basis.

26. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act 2013 and Regulation 22 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has constituted a Whistle Blower Policy/ Vigil Mechanism toestablish a vigil mechanism for the directors and employees to report genuine concerns insuch manner as may be prescribed and to report to the management instances of unethicalbehaviour actual or suspected fraud or violation of the Company’s code of conduct.

27. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits 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 designated employees have confirmed compliance withthe Code.

28. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with Section 134(5) of the Companies Act 2013 and to the best of theirknowledge and belief and according to the information and explanations obtained by themyour Directors state that-

i. In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

ii. 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 31st March 2018 and of the profit and loss of the company forthat period;

iii. The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 andRules made thereunder for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis;

v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and

vi. The directors had devised proper systems to ensure compliance with theprovisions 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 compliance with thecorporate 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 V shall not applyto the Company. The Certificate of the non applicability of submission of Report onCorporate 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 2013 hence detailsregarding policy on Corporate Social Responsibility is not applicable to the Company.

30. CHANGE OF NAME AND CONVERSION OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

The name of the Company was changed from "Tanya Estate Private Limited" to"Ashoka Metcast Private

Limited" on September 13 2017. Further ROC Gujarat at Ahmedabad issuedFresh Certificate of Incorporation dated November 9 2017 on conversion of the Companyfrom private limited company to public limited company.

31. LISTING ON BSE SME PLATFORM:

The Company came up with an Initial Public Offer of 6000000 equity shares during theyear and subsequently the Equity shares of the Company were listed and admitted todealings on the Small and Medium Enterprise Platform of BSE Limited w.e.f. February 52018.

32. UTILISATION OF PUBLIC ISSUE PROCEEDS:

Pursuant to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 we state that there is no deviation in the utilization of public issueproceeds from the objects as stated in the prospectus of the issue. Category wiseutilization of proceeds of public issue as on March 31 2018 is as under:

(Rs in Lakhs)

Sr. No. Particulars Projected utilization of funds (as stated in the prospectus) Actual utilization of funds till 31.03.2018 Remarks
1 Issue expenses 50 50 --
2 Investment in Subsidiary 740 205.25 Investment under progress (funds transferred as per the requirement of subsidiary)
3 Repayment of loans 210 210 --
4 Funding expenditure for General Corporate Purposes 200 17.72 Utilization under process

33. STATUS OF PROJECT:

One of the objects of the public issue was to invest the funds in the manufacturingunit (owned through the Company’s wholly owned Subsidiary Shree Ghantakarna RollingMills Private Limited) which needed to be revamped and made operational.

Currently civil work of the factory mentioned above situated at Karannagar Kadi iscomplete and erection of Plant and Machinery is under process. The Company is takingforward the procedure for release of power supply at the factory from Uttar Gujarat VijCompany Limited (UGVCL) and we expect that by end of September 2018

UGVCL will release 1500 KVA of power load to the factory.

The management had expected the commercial production to start by April 2018. Howeverdue to enhanced power requirement and extensive civil work at the factory site commercialproduction is now projected to start by end of September 2018 soon after release of 1500KVA of power load to the factory.

34. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the generouscommitment dedication hard work and significant contribution made by employees at alllevels for the development of the Company. Your Directors also sincerely thank to all thestakeholders customers vendors bankers business associates government otherstatutory bodies and look forward to their continued assistance co-operation and support.

Place: Ahmedabad For and on behalf of the Board
Ashok Shah Shalin Shah
Date: August 29 2018 Director Managing Director
DIN: 02467830 DIN: 00297447