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Vaswani Industries Ltd.

BSE: 533576 Sector: Metals & Mining
NSE: VASWANI ISIN Code: INE590L01019
BSE 16:01 | 26 Feb 3.70 0.03
(0.82%)
OPEN

3.31

HIGH

3.70

LOW

3.31

NSE 15:53 | 26 Feb 3.50 0.05
(1.45%)
OPEN

3.35

HIGH

3.60

LOW

3.35

OPEN 3.31
PREVIOUS CLOSE 3.67
VOLUME 382
52-Week high 12.80
52-Week low 3.20
P/E
Mkt Cap.(Rs cr) 11
Buy Price 3.32
Buy Qty 1000.00
Sell Price 3.90
Sell Qty 500.00
OPEN 3.31
CLOSE 3.67
VOLUME 382
52-Week high 12.80
52-Week low 3.20
P/E
Mkt Cap.(Rs cr) 11
Buy Price 3.32
Buy Qty 1000.00
Sell Price 3.90
Sell Qty 500.00

Vaswani Industries Ltd. (VASWANI) - Director Report

Company director report

The Directors take pleasure in presenting the Fifteenth Annual Report on the businessand operations of the company and its financial results for the year ended on 31stMarch 2018.

1. FINANCIAL RESULTS

Financial Results of the Company for the financial year under report are summarizedbelow for your consideration:

(Rs. in Lacs)

PARTICULARS 31-03-2018 31-03-2017
REVENUE FROM OPERATIONS 23779.08 25551.05
PROFIT BEFORE INTEREST AND DEPRECIATION 1664.87 1663.96
FINANCE COST 872.56 924.14
DEPRECIATION 539.32 574.47
NET PROFIT BEFORE TAX 252.99 165.37
TAX EXPENSES (197.78) (11.61)
NET PROFIT AFTER TAX 450.77 176.99
TRANSFER TO GENERAL RESERVE 45.07 17.70
TRANSFER TO PROFIT & LOSS ACCOUNT 405.70 159.29

2. PERFORMANCE REVIEW

During the year under review your Company has achieved profit of Rs. 450.77 lacs aftermeeting all expenses and taxes as compared to Rs. 176.97 lacs during the previous year.There is a significant growth of 154% over the previous year. The company has gainedprofit due to decrease in cost of the raw materials stores and consumables fuel andpower cost. It is significant to note that the directors have fulfilled their assurancegiven in the last year's report of improving the situation and bring more profit in thecurrent year.

3. FUTURE PROSPECTS

Barring any unforeseen circumstances the company hopes not only to maintain itscurrent level of operations and to further improve thereon.

4. INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) on February 16 2015 notified that IndianAccounting Standards (Ind AS) are applicable to prescribed Listed Companies from April 12017. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of theCompanies Act 2013 ("the Act") read with Rule 7 of the Companies (Accounts)Rules 2014. Ind AS is applicable to the Company from April 1 2017. The reconciliationsand descriptions of the effect of the transition from previous GAAP to Ind AS have beenset out in Note A & B in the notes to accounts in the standalone financial statement.

5. SHARE CAPITAL

a) Capital structure: The Authorized Share Capital of your Company is Rs. 350000000/- comprising of 34750000 Equity Shares of Rs.10/- each and 250000 Non CumulativePreference Shares of Rs.10/- each. The Paid-up Share Capital is Rs. 300000000 /-comprising of 30000000 Equity Shares of Rs.10/- each.

b) Buy Back of Securities - The Company did not buy back any of its securities duringthe year under review.

c) Sweat Equity - The Company did not issued any Sweat Equity Shares during the yearunder review.

d) Bonus Shares - No Bonus Shares were issued during the year under review.

e) Employees Stock Option - The Company has not provided any Stock Option Scheme to the

employees.

6. SAFETY

The company continues to adopt safety measures to protect the health of workers.Company has complied with the measures to be taken regarding hazards or risks to safetyand health from the production of iron and steel including appropriate standards codesand guidelines as prescribed approved or recognized by the competent authority.

Company continues to properly maintain its workplaces plant equipment tools andmachinery and also organizes work in such a manner so as to eliminate and control hazardsand risks in the production of iron and steel which is in consistent with national lawsand regulations.

Company in consultation with workers and their representatives looks after:

(i) assessment of the hazards and risks to the safety and health of workers arisingfrom the production of iron and steel

(ii) effective use of the information provided by the supplier of equipment ormaterials and from other reasonably available sources; and

(iii) measures to reduce exposure to eliminate or control risks to safety and healthidentified in the above risk assessment.

7. POLLUTION CONTROL MEASURES

The company is law compliant and has already installed Waste Heat Recovery Boilers(WHRB) equipped with 3 kilns 100 X 3 MT per day capacity which help to generate 11.5 Mwpower/hour preventing the waste heat and fumes to dilute in the atmosphere. EmissionStream Pre-treatment (ESP) machines are implemented to filter the gases from the all thechimneys of the industry. Plantation is a vivacious step taken by the company to covermost of the area near the industry.

8. DIVIDEND

With a view to conserve the liquid resources and to strengthen the financial positionof the Company your board of directors has not recommend dividend for the financial yearended 31st March 2018.

9. DEPOSITS

The Company has not accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.

10. TRANSFER TO RESERVES

Your Company has transferred 10% of profit i.e. Rs.45.07 lacs in the General ReservesAccount during the Financial Year 2017-18.

11. CHANGES IN NATURE OF BUSINESS:

The Company has been engaged in the business of manufacturing the trading of Iron OrePellets Sponge Iron Steel Billets HB Wires and generation of Power. There is no changein the nature of Business of the Company during the Financial Year 2017-18.

12. LISTING

The Company equity shares are listed on Bombay Stock Exchange (BSE) and National StockExchange (NSE). The company is duly complying with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 from time to time.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors have established 'Whistle Blower Policy' and 'Code of Conduct'for the directors & employees of the Company as required under the provisions ofSection 177 of the Companies Act 2013 read with Rule 7 of the Companies (Meeting of Boardand its powers) Rules 2014. The said Policy has been properly communicated to all thedirectors and employees of the Company through the respective departmental heads and thenew employees shall be informed about the Vigil Policy by the Personnel Department at thetime of their joining. Managing Director's declaration regarding compliance of Code ofConduct by Board Members and Senior Management personnel is annexed as"Annexure-A"

14. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION & FOREIGN EXCHANGE EARNINGOUTGO

In accordance with the requirements of section 134 (3) (m) of the Companies Act 2013read with the companies (Disclosure of Particulars in Report of Board of Directors) Rules1988 a statement showing the information relating to the Conservation of Energy Researchand Development Technology absorption and foreign exchange earnings and is enclosed in"Annexure-B" and should be treated as a part of this report.

15. PROVISION FOR TAX

Liability of tax have been determined on the basis of Accounting Standard - 22 which isaccounting for taxes on income and accordingly the tax expenses comprising of deferredtax liability have been calculated.

16. INDUSTRIAL RELATIONS:

Industrial relations in the company during the year were peaceful cordial and healthy.Company had been able to maintain good industrial atmosphere and enjoys mutual trustbetween the management and its employees.

17. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 134 (5) of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed that:-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

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

18. AUDITORS Statutory Auditors

M/s. Batra Deepak & Associates Chartered Accountants had resigned from the officeof Statutory Auditor of the Company due to which casual vacancy arise. M/s. AmitabhAgrawal & Co. Chartered Accountants were appointed as auditors by the members in theExtra-ordinary General Meeting held on 29th May 2018 to hold office until theconclusion of the forthcoming Annual General Meeting and pursuant to section 139 of theCompanies Act 2013 and Rule 6 of the Companies (Audit and Auditors) Rules 2014 they areeligible for re-appointment. The Audit Committee considering the qualifications andexperience of M/s. Amitabh Agrawal & Co. Chartered Accountants (Firm Regn.No.006620C) has recommended their appointment as Statutory Auditors of the company for theperiod from the conclusion of ensuing Annual General Meeting to be held in the year 2018to the conclusion of Annual General Meeting to be held in the year 2023. The Company hasreceived a certificate from M/s. Amitabh Agrawal & Co. to the effect of theirappointment if made would be within the limits prescribed under Section 141 (3) (g) ofthe Companies Act 2013 and that they are

not disqualified for re-appointment and also satisfies the criteria as mentioned underSection 141 of the Companies Act 2013.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Record and Audit) Amendment Rules 2014 M/s Sanat Joshi & Associateshas been re-appointed as cost auditors for conducting Cost Audit for the financial year2017-18.

Internal Auditors

M/s Agrawal Jain & Co Chartered Accountants were appointed as Internal Auditorsfor the FY 201718.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Satish Batra & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit for the financial year 2017-18.

19. AUDITORS' REPORTS

Statutory Auditors

There are no qualifications reservations adverse remarks or disclaimers in thestatutory Auditor's Report on the Financial Statements of the company for the financialyear 2017-18 and hence does not require any explanations or comments.

Secretarial Audit

There are no qualifications reservations adverse remarks or disclaimers in theSecretarial Auditor's Report on Secretarial and other applicable legal compliances to bemade by the company for the financial year 2017-18 and hence does not require anyexplanations or comments. The Report of the Secretarial Audit Report is annexed herewithas "Annexure-C".

20. EXTRACT OF THE ANNUAL RETURN AS REQUIRED UNDER SECTION 92(3) OF THE COMPANIES ACT2013

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure-D".

21. DECLARATION - INDEPENDENT DIRECTORS

The Board of Directors declare that the Independent Directors Mr. Lekhu T MulchandaniMr. Ashok Suri Mr. Sanjay Jadwani & Mrs. Satyawati Parashar are:

(a) in the opinion of the Board are persons of integrity and possesses relevantexpertise and experience;

(b) (i) who were or were not a promoter of the company or its holding subsidiary orassociate Company.

(ii) who are not related to promoters or directors in the company its holdingsubsidiary or associate Company;

(c) Who have or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediately precedingfinancial years or during the current financial year;

(d) None of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two percent or more of its gross turnover of total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

(e) Who neither himself nor any of his relatives -

(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial year immediately preceding the financial year in which he is proposed tobe appointed;

(ii) is or has been an employee or propriety or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of

(A) a firm of auditors/company secretaries in practice or cost auditors or the companyor its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten percent or more of the grossturnover of such firm;

(iii) holds together with his relative two per cent or more of the total voting powerof the company; or

(iv) Is a Chief Executive or director by whatever name called of any nonprofitorganization that receives twenty-five percent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; or

(f) who possesses such other qualification as may be prescribed.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of Loans given Investments made and corporate guarantees extended bythe company as covered under the provisions of Section 186 of the Companies Act 2013 aregiven note 2 & 3 in Financial Statements.

23. REGISTERED OFFICE

The Registered office of your Company was shifted from MIG-4 Indrawati colony Raipur492001 (C.G.) to Bahesar Road Near Cycle Park Vill - Sondra Phase-II Industrial AreaSiltara Raipur 493221 (C.G.) with effect from 15th July 2017. The newaddress of the registered office is within the local limits of Raipur MunicipalCorporation. Necessary formalities in this regard have been complied with pursuant ofsection 12 of Companies Act 2013 and rules framed there under.

24. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

C.G. Ispat Private Limited is a Associate Company of Vaswani Industries Limited withinthe meaning of Section 2(6) of the Companies Act 2013 ("Act") as on 31stMarch 2018. There are no other subsidiary companies or joint venture companies. There hasbeen no material change in the nature of the business of the Associate Company.

Pursuant to the provisions of Section 129(3) of the Act a statement containing salientfeatures of the Financial Statements of the Associate Companies in Form AOC-1 is furnishedin "Annexure-E" and is attached to this Report.

25. RELATED PARTY TRANSACTIONS

A detailed report on contracts and arrangements made during the year 2017-18 beingarm's length transactions have been mentioned in form AOC-2 herewith as"Annexure-F".

26. RISK MANAGEMENT POLICY IMPLEMENTATION

In today's economic environment Risk Management is an important part of business. Themain aim of risk management is to identify monitor and take precautionary measures inrespect of the events that may pose risks for the business. Your Company's risk managementis embedded in the business processes. The Risk Management Policy is being displayed onour website www.vaswaniindustries.com.

27. NOMINATION AND REMUNERATION POLICY

Company's Policy on Directors appointment and Remuneration including criteria fordetermining qualification positive attributes independence of directors and othermatters provided under section 178(3) of the Companies Act 2013 is attached herewith as"Annexure-G".

28. AUDIT COMMITTEE COMPOSITION:

The Audit Committee consists of four directors including three Independent Directorsand one Executive Director and all have adequate financial literacy.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Discharging Corporate Social Responsibility (CSR) is now statutorily recognized inIndia. Section 135 of Companies Act 2013 specifies that:

Every company having net worth of Rs 500 crore or more or turnover of Rs.1000 crore ormore or net profit of Rs.5 crore or more during any of the three preceding financialyears (as per circular no. 21/2014 dated June 18 2014) should spend in every financialyear at least 2 per cent of the average net profits of the company made during the threeimmediately preceding financial years. Your company is not covered by any of theconditions mentioned above.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ( PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti harassment policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaint Committee are set up at shop floor level to redress complaints receivedregularly and are monitored by women line supervisors who directly report to the Chairman& Managing Director. All employees (permanent contractual temporary trainees) arecovered under the policy. There was no complaint received from any employee during thefinancial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 forredressal.

31. MEETING OF BOARD OF DIRECTORS

The Board of Directors met fourteen (14) times during the year under review. Propernotices of the meeting were given to all the Directors and intimation were duly made toStock Exchange regarding the conducting of the Board Meeting and its outcome. The detailsof which are given in the Corporate Governance Report.

32. DIRECTORS AND KEY MANAGERIAL PERSON

During the year Smt. Sudha Vaswani is appointed as Additional Director with effect from6th January 2018 holds office up to the conclusion of ensuing AGM. Inaccordance with Section 152(6)(c) of the Companies Act 2013 Shri Yashwant Vaswaniretires by rotation and being eligible offer himself for re-appointment.

Shri Lekhuchand T Mulchandani and Shri Ashok Suri Independent Directors hold office upto the conclusion of ensuing AGM. Directors recommend her further appointment till theconclusion of the annual general meeting to be held in the year 2023.

During the year Miss Ritu Lamba was resigned from the post of Company Secretary witheffect from 3rd June 2017. Shri Neemish Jha has appointed with effect from 1stSeptember 2017 and resigned from the post of Company Secretary with effect from 30thNovember 2017. Miss Ragini Shukla was appointed as Company Secretary with effect from 14thDecember 2017 and continues to be in office.

Shri Ravi Kumar Vaswani Managing Director of the company is disqualified under Section164 of the Companies Act 2013 with effect from 01/11/2016 to 31/10/2021 due to non filingof annual accounts and annual return of Vaswani Ispat Limited Vaswani Energy Limited andVaswani Cement Limited for a period of three years and Strike off of Elite BuildhomeLimited by ROC Chhattisgarh. However director has duly filed the annual accounts andannual returns of Vaswani Ispat Limited Vaswani Energy Limited and Vaswani Cement Limitedunder CoDS scheme 2018 and paid the penalty and have initiated process for revival ofElite Buildhome Limited.

Shri Pawan Kumar Jha Director of the Company is disqualified under section 164 of theCompanies Act 2013 with effect from 01/11/2016 to 31/10/2021 due to Strike off of EliteBuildhome Limited by ROC Chhattisgarh. Director has initiated process for revival ofElite Buildhome Limited.

Shri Yashwant Vaswani Whole-time Director of the Company was disqualified underSection 164 of the Companies Act 2013 with effect from 01/11/2016 to 31/10/2021 due tonon filing of annual accounts and annual return of Vaswani Ispat Limited Vaswani EnergyLimited and Vaswani Cement Limited for a period of three years. However director has dulyfiled the annual accounts and annual returns of Vaswani Ispat Limited Vaswani EnergyLimited and Vaswani Cement Limited under CoDS Scheme 2018 and paid the penalty and ROChas removed his disqualification with effect from 16th March 2018.

33. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) read with Rule 5 (1) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the company and the Statement showing the names and other particulars of the employeesof the company as required under Rule 5 (2 & 3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is furnished and the employees of thecompany has received remuneration in excess of the remuneration mentioned in the abovementioned Rule 5(2) during the financial year 2017-18 is given in "Annexure-H.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORTS:

Management Discussion and Analysis reports is enclosed as "Annexure-I" andshould be treated as a part of this report.

35. ANNUAL EVALUATION OF BOARD ETC.

The Nomination and Remuneration Committee has formulated criteria for evaluation of theperformance of the each of the directors of the company. On the basis of said criteriathe Board and all its committees and directors have been evaluated by the Board of thedirectors and Independent Directors of the Company.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the company and its future operations.

37. CORPORATE GOVERNANCE

Company continues to practice good Corporate Governance over the time. The board laysstrong emphasis on transparency accountability and integrity for building investorconfidence improving investor's protection and maximizing long-term shareholder value.

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on corporate governance practicesfollowed by the Company together with a certificate from the Company's Auditorsconfirming compliance forming an integral part of this Report is given as"Annexure-J".

ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all its stakeholders namelyshareholders customers suppliers/contractors bankers employees government agencieslocal authorities and the immediate society for their un-stinted support and co-operationduring the year.

For and on behalf of the Board of Directors

Yashwant Vaswani Sudha Vaswani

(Whole-time Director) (Director)

Place: Raipur

Date: 1st September 2018