Ashoka Metcast Ltd.
|BSE: 540923||Sector: Others|
|NSE: N.A.||ISIN Code: INE760Y01011|
|BSE 00:00 | 11 Sep||2.00||
|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 Reporton the business and operations of the Company and the Audited Accounts for the FinancialYear ended 31st March 2019.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
* MAT Credit entitlement
The Company is into the business of trading of steel electronics andother goods. Revenue from operations during the year has decreased. However consideringthe growth of the steel industry the management is optimistic about the promisingprospect for the Company.
Commercial production has begun recently at the steel rolling mill ofthe Company's wholly owned subsidiary viz.
Rhetan Rolling Mills Private Limited. The management is very optimisticabout the business growth of the Company. The Company expects a consolidated top line ofapprox. Rs. 50 crores in the financial year 2019-20.
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 Rs. 1058.20 Lacsas compared to Rs. 1066.56 Lacs at the beginning of the year.
5. SHARE CAPITAL:
At present the Company has only one class of shares equity shares withface value of Rs. 10/- each. The authorised share capital of the Company is divided into11000000 equity shares of face value of Rs. 10/- each amounting to Rs. 110000000/-and issued subscribed and paid up equity capital is divided into 10710000 equityshares of face value of Rs. 10/- each amounting to Rs. 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 technology during the year and there areno plans to import any kind of technology in near future and hence information regardingits absorption is not applicable. There were no research activities carried out during theyear as well as no foreign exchange income or outgo during the year.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIALPOSITION OF THE 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.
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 reporton performance and financial position of the subsidiary/associate included in Form AOC 1is attached 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 theCompany's registered 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 FormAOC-1 is attached 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 5 (Five) 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 Committeecomprising of 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 a Stakeholders Relationship Committee comprisingof 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 herewithas ANNEXURE-II.
All the Properties of the Company are adequately insured.
16. RELATED PARTY TRANSACTIONS:
Details of the related party transactions entered at arm's lengthare given in Form AOC-2 attached as ANNEXURE-I (B) to the Financial Statements.
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 / Key managerial personnel is appointed during the year2018-19. Ms. Pooja A. Shah Chief Financial
Officer has resigned on April 30 2018.
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.
Independent Directors at a separate meeting evaluated performance ofthe Non-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 andfunctions
(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 theBoard
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 2019.
21. INDEPENDENT DIRECTORS' MEETING:
Independent Directors of the Company had met during the year under thereview on March 25 2019. 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
M/s. Keyur Bavishi & Co. Chartered Accountants (Firm Reg. No.131191W) were appointed as Statutory Auditors of the Company at the Annual General Meetingheld on 30th September 2017 for a term of five consecutive years. They haveresigned as statutory auditors of the Company w.e.f. August 29 2019. The Board ofDirectors of the Company in its meeting held on August 31 2019 have appointed M/s. SunilPoddar & Co. Chartered Accountants Firm Regd. No. 110603W as statutory auditors ofthe Company to fill casual vacancy caused due to resignation of M/s. Keyur Bavishi &Co. subject to approval of members at the ensuing General Meeting of the Company.
Resolution appointing M/s. Sunil Poddar & Co. CharteredAccountants Firm Regd. No. 110603W as statutory auditors of the Company is proposed forshareholders approval.
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 furthercomments.
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 as AnnexureIV.
The observations of the Secretarial Auditor in the Secretarial AuditReport are self-explanatory and therefore do not call for any further comments.
C. Internal Auditors:
The Board of Directors had appointed M/s. Naimish K. Shah & Co.Chartered Accountant (FRN 106828W) as Internal Auditors of the Company for the F. Y.2018-19.
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 theCompany's shares and prohibits the purchase or sale of Company's shares by theDirectors and the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the Trading Window isclosed. The Board is responsible for implementation of the Code. All Board Directors andthe designated employees have confirmed compliance with the Code.
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 applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
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 2019 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 goingconcern basis;
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 compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
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 DirectorsReport.
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.
31. UTILISATION OF PUBLIC ISSUE PROCEEDS:
Pursuant to Regulation 32 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 we state that there is no deviation in the utilization ofpublic issue proceeds from the objects as stated in the prospectus of the issue. Categorywise utilization of proceeds of public issue as on March 31 2019 is as under:
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 to all the stakeholders customersvendors bankers business associates government other statutory bodies and look forwardto their continued assistance co-operation and support.