You are here » Home » Companies » Company Overview » Vaswani Industries Ltd

Vaswani Industries Ltd.

BSE: 533576 Sector: Metals & Mining
NSE: VASWANI ISIN Code: INE590L01019
BSE 00:00 | 20 May 19.55 0.45
(2.36%)
OPEN

19.15

HIGH

20.35

LOW

19.15

NSE 00:00 | 20 May 19.85
(%)
OPEN

19.65

HIGH

20.00

LOW

19.20

OPEN 19.15
PREVIOUS CLOSE 19.10
VOLUME 23927
52-Week high 38.50
52-Week low 10.51
P/E 21.25
Mkt Cap.(Rs cr) 59
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 19.15
CLOSE 19.10
VOLUME 23927
52-Week high 38.50
52-Week low 10.51
P/E 21.25
Mkt Cap.(Rs cr) 59
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vaswani Industries Ltd. (VASWANI) - Director Report

Company director report

The Directors take pleasure in presenting the Seventeenth Annual Reporton the business and operations of the company and its financial results for the year endedon 31st March 2020.

1. FINANCIAL RESULTS

Financial Results of the Company for the financial year under reportare summarized below for your consideration:

(Rs. in Lacs)

PARTICULARS 31-03-2020 31-03-2019
INCOME FROM OPERATIONS 35452.24 31964.93
PROFIT BEFORE INTEREST AND DEPRECIATION 1579.79 1802.67
FINANCE COST 1026.60 952.08
DEPRECIATION 536.81 520.55
NET PROFIT BEFORE TAX 16.38 330.04
TAX EXPENSES 268.53 213.99
NET PROFIT/(LOSS) AFTER TAX (252.14) 116.05
TRANSFER TO GENERAL RESERVE 11.61
TRANSFER TO PROFIT & LOSS ACCOUNT (252.14) 104.44

2. PERFORMANCE REVIEW

During the year under review your Company has incurred loss of Rs.252.14 lacs after meeting all expenses and taxes as compared to profit of Rs. 116.05 lacsduring the previous year. As compared to the previous year the profit of the Company hasbeen reduced by 317.27% due to the market conditions. The Earning per share have beendecreased from 0.39 to (0.84). The directors of the Company gives an assurance that theperformance of the Company will get better in the near future and they bring more profitin the upcoming years.

3. FUTURE PROSPECTS

Barring any unforeseen circumstances the company hopes not only tomaintain its current level of operations and to further improve thereon.

4. INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) on February 16 2015 notifiedthat Indian Accounting Standards (Ind AS) are applicable to prescribed Listed Companiesfrom April 1 2017. Ind AS has replaced the previous Indian GAAP prescribed under Section133 of the Companies 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. Thereconciliations and descriptions of the effect of the transition from previous GAAP to IndAS have been set out in Note A & B in the notes to accounts in the standalonefinancial statement.

5. SHARE CAPITAL a) Capital structure: The Authorized Share Capital ofyour Company is Rs. 350000000/- comprising of 34750000 Equity Shares of Rs.10/- eachand 250000 Non Cumulative Preference Shares of Rs.10/- each. The Paid-up Share Capitalis Rs. 300000000/- comprising of 30000000 Equity Shares of Rs.10/-each. b) Buy Backof Securities - The Company did not buy back any of its securities during the year underreview. c) Sweat Equity - The Company did not issue any Sweat Equity Shares during theyear under review. d) Bonus Shares - No Bonus Shares were issued during the year underreview. e) Employees Stock Option - The Company has not provided any Stock Option Schemeto the employees.

6. SAFETY

The company continues to adopt safety measures to protect the health ofworkers. Company has complied with the measures to be taken regarding hazards or risks tosafety and health from the production of iron and steel including appropriate standardscodes and 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 looksafter:

(i) assessment of the hazards and risks to the safety and health ofworkers arising from the production of iron and steel

(ii) effective use of the information provided by the supplier ofequipment or materials and from other reasonably available sources; and

(iii) measures to reduce exposure to eliminate or control risks tosafety and health identified in the above risk assessment.

7. POLLUTION CONTROL MEASURES

The company is law compliant and has already installed Waste HeatRecovery Boilers (WHRB) equipped with 3 kilns 100 X 3 MT per day capacity which help togenerate 11.5 Mw power/hour preventing the waste heat and fumes to dilute in theatmosphere. Emission Stream Pre-treatment (ESP) machines are implemented to filter thegases from the all the chimneys of the industry. Plantation is a vivacious step taken bythe company to cover most of the area near the industry.

8. DIVIDEND

With a view to conserve the liquid resources and to strengthen thefinancial position of the Company your board of directors has not recommend dividend forthe financial year ended 31st March 2020.

9. DEPOSITS

The Company has not accepted any deposit from the public falling withinthe ambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance ofDeposits) Rules 2014.

10. TRANSFER TO RESERVES

As the company has incurred loss no amount has been transferred toGeneral Reserves Account during the Financial Year 2019-20.

11. CHANGES IN NATURE OF BUSINESS:

The Company has been engaged in the business of manufacturing thetrading of Iron Ore Pellets Sponge Iron Steel Billets HB Wires and generation of Power.There is no change in the nature of Business of the Company during the Financial Year2019-20.

12. LISTING

The equity shares of the Company are listed on Bombay Stock Exchange(BSE) and National Stock Exchange (NSE). The company is duly complying with SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 from time to time.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors have established ‘Whistle BlowerPolicy' and ‘Code of Conduct' for the directors & employees of theCompany as required under the provisions of Section 177 of the Companies Act 2013 readwith Rule 7 of the Companies (Meeting of Board and its powers) Rules 2014. The saidPolicy has been properly communicated to all the directors and employees of the Companythrough the respective departmental heads and the new employees shall be informed aboutthe Vigil Policy by the Personnel Department at the time of their joining. ManagingDirector's declaration regarding compliance of Code of Conduct by Board Members and SeniorManagement personnel is annexed as

“Annexure-A”

14. CONSERVATION OF ENERGY &TECHNICAL ABSORPTION & FOREIGNEXCHANGE EARNING

OUTGO

In accordance with the requirements of section 134 (3) (m) of theCompanies Act 2013 read with the companies (Disclosure of Particulars in Report of Boardof Directors) Rules 1988 a statement showing the information relating to the Conservationof Energy Research and Development Technology absorption and foreign exchange earningsand 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 AccountingStandard - 22 which is accounting for taxes on income and accordingly the tax expensescomprising of deferred tax liability have been calculated.

16. INDUSTRIAL RELATIONS:

Industrial relations in the company during the year were peacefulcordial and healthy. Company had been able to maintain good industrial atmosphere andenjoys mutual trust between the management and its employees.

17. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 134 (5) of the Companies Act2013 with respect to Directors Responsibility Statement it is hereby confirmed that:-

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) 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 and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

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

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

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

18. AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rulesframed thereafter M/s. Amitabh Agrawal & Co. Chartered Accountants (Firm Regn. No.006620C) were appointed as Statutory Auditors of the Company for a term of fiveconsecutive Financial Years from the conclusion of 15th Annual General Meeting held on30.10.2018 till the conclusion of the 20th Annual General Meeting of theCompany to be held in the year 2023.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act 2013read with the Companies (Cost Record and Audit) Amendment Rules 2014 M/s Sanat Joshi &Associates has been re-appointed as cost auditors for conducting Cost Audit for thefinancial year2019-20.

Internal Auditors

M/s S.K. Bhamkar & Associates Chartered Accountants were appointedas Internal Auditors for the FY 2019-20.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. Satish Batra & Associates a firm of Company Secretaries inPractice to undertake the Secretarial Audit for the financial year 2019-20.

19. AUDITORS' REPORTS

Statutory Auditors

There are no qualifications reservations adverse remarks ordisclaimers in the Statutory Auditor's Report on the Financial Statements of thecompany for the financial year 2019-20 and hence does not require any explanations orcomments.

Secretarial Audit

There are no qualifications reservations adverse remarks ordisclaimers in the Secretarial Auditor's Report on Secretarial and other applicablelegal compliances to be made by the company for the financial year 2019-20 and hence doesnot require any explanations or comments. The Report of the Secretarial Audit Report isannexed herewith as “Annexure-C”.

20. EXTRACT OF THE ANNUAL RETURN AS REQUIRED UNDER SECTION 92(3) OF THECOMPANIES ACT 2013

The details forming part of the extract of the Annual Return in formMGT 9 is annexed herewith as “Annexure-D”.

21. DECLARATION INDEPENDENT DIRECTORS

The Board of Directors declare that the Independent Directors Mr. AshokKumar Suri Mr. Sanjay Jadwani & Mrs. Satyawati Parashar are:

(a) in the opinion of the Board are persons of integrity and possessesrelevant expertise and experience;

(i) who were or were not a promoter of the company or its holdingsubsidiary or associate Company.

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

(b) Who have or had no pecuniary relationship with the company itsholding subsidiary or associate company or their promoters or directors during the twoimmediately preceding financial years or during the current financial year;

(c) None of whose relatives has or had pecuniary relationship ortransaction with the company its holding subsidiary or associate company or theirpromoters or directors amounting to two percent or more of its gross turnover of totalincome or fifty lakh rupees or such higher amount as may be prescribed whichever islower during the two immediately preceding financial years or during the currentfinancial year;

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

(i) holds or has held the position of a key managerial personnel or isor has been employee of the company or its holding subsidiary or associate company in anyof the three financial year immediately preceding the financial year in which he isproposed to be appointed;

(ii) is or has been an employee or propriety or a partner in any ofthe three financial years immediately preceding the financial year in which he is proposedto be appointed of

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

(B) any legal or a consulting firm that has or had any transaction withthe company its holding subsidiary or associate company amounting to ten percent or moreof the gross turnover of such firm;

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

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

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

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of Loans given Investments made and corporateguarantees extended by the company as covered under the provisions of Section 186 of theCompanies Act 2013 are given note 2 & 3 in Financial Statements.

23. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

C.G. Ispat Private Limited is a Associate Company of Vaswani IndustriesLimited within the meaning of Section 2(6) of the Companies Act 2013 (“Act”) ason 31st March 2020. There are no other subsidiary companies or joint venturecompanies. There has been no material change in the nature of the business of theAssociate Company. Pursuant to the provisions of Section 129(3) of the Act a statementcontaining salient features of the Financial Statements of the Associate Companies in FormAOC-1 is furnished in “Annexure-E” and is attached to this Report.

24. RELATED PARTY TRANSACTIONS

A detailed report on contracts and arrangements made during the year2019-20 being arm's length transactions have been mentioned in Form AOC-2 herewithas “Annexure-F”.

25. RISK MANAGEMENT POLICY IMPLEMENTATION

In today's economic environment Risk Management is an importantpart of business. The main aim of risk management is to identify monitor and takeprecautionary measures in respect of the events that may pose risks for the business. YourCompany's risk management is embedded in the business processes. The Risk ManagementPolicy is being displayed on our website www.vaswaniindustries.com.

26. NOMINATION AND REMUNERATION POLICY

Company's Policy on Directors appointment and Remunerationincluding criteria for determining qualification positive attributes independence ofdirectors and other matters provided under section 178(3) of the Companies Act 2013 isattached herewith as “Annexure-G”.

27. AUDIT COMMITTEE COMPOSITION

The Audit Committee consists of four directors including threeIndependent Directors and one Executive Director and all have adequate financial literacy.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Discharging Corporate Social Responsibility (CSR) is now statutorilyrecognized in India. Section 135 of Companies Act 2013 specifies that: Every companyhaving net worth of Rs.500 crore or more or turnover of Rs. 1000 crore or more or netprofit of Rs.5 crore or more during any of the three preceding financial years (as percircular no. 21/2014 dated June 18 2014) should spend in every financial year at least2 per cent of the average net profits of the company made during the three immediatelypreceding financial years. Your company is not covered by any of the conditions mentionedabove.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT2013

The Company has in place an Anti harassment policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Internal Complaint Committee are set up at shop floor level toredress complaints received regularly and are monitored by women line supervisors whodirectly report to the Chairman & Managing Director. All employees (permanentcontractual temporary trainees) are covered under the policy. There was no complaintreceived from any employee during the financial year 2019-20 and hence no complaint isoutstanding as on 31.03.20 for redressal.

30. MEETING OF BOARD OF DIRECTORS

The Board of Directors met nine (9) times during the year under review.Proper notices of the meeting were given to all the Directors and intimation were dulymade to Stock Exchange regarding the conducting of the Board Meeting and its outcome. Thedetails of which are given in the Corporate Governance Report.

31. DIRECTORS AND KEY MANAGERIAL PERSON

In accordance with Section 152(6)(c) of the Companies Act 2013 ShriYashwant Vaswani retires by rotation and being eligible offer himself for re-appointmentat the ensuing AGM. During the year under review Shri Babu Lal Baghwar was appointed asdirector by members with effect from 30th September 2019. Shri Pawan Kumar Jhaand Shri Ravi Vaswani ceased to be director with effect from 24th April 2019and Shri Lekhu Thadharam Mulchandani ceased to be Independent Director with effect from 14thFebruary 2020. Ms. Ragini Shukla ceased to be Company Secretary with effect from 14thFebruary 2020.Directors declare that they are not disqualified from being appointedas Director of the Company under Section 164 of the Companies Act 2013.

32. 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 inrespect of employees of the company and the Statement showing the names and otherparticulars of the employees of the company as required under Rule 5 (2 & 3) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is furnishedand the employees of the company has received remuneration in excess of the remunerationmentioned in the above mentioned Rule 5(2) during the financial year 2019-20 is given in“Annexure-H.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORTS:

Management Discussion and Analysis reports is enclosed as“Annexure-I” and should be treated as a part of this report.

34. ANNUAL EVALUATION OF BOARDETC.

The Nomination and Remuneration Committee has formulated criteria forevaluation of the performance of the each of the directors of the company. On the basis ofsaid criteria the Board and all its committees and directors have been evaluated by theBoard of the directors and Independent Directors of the Company.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS:

There are no significant and material orders passed by theRegulators/Courts which would impact the going concern status of the company and itsfuture operations.

36. CORPORATE GOVERNANCE

Company continues to practice good Corporate Governance over the time.The board lays strong emphasis on transparency accountability and integrity for buildinginvestor confidence improving investor's protection and maximizing long-termshareholder value. Pursuant to provisions of Regulation 34 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section on corporategovernance practices followed by the Company together with a certificate from theCompany's Auditors confirming compliance forming an integral part of this Report isgiven as “Annexure-J”.

37. ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all itsstakeholders namely shareholders customers suppliers/contractors bankers employeesgovernment agencies local authorities and the immediate society for their un-stintedsupport and co-operation during the year.

ANNEXURE-A

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENTPERSONNEL WITH THE COMPANY'S CODE OF CONDUCT

This is to confirm that the Company has adopted Code of Conduct for itsemployees including the Managing Director. In addition the Company has adopted a Code ofConduct for its Non-Executive Directors. I confirm that the Company has in respect of thefinancial year ended March 31 2020 received from the senior management team of theCompany and the Members of the Board a declaration of compliance with the Code of Conductas applicable to them. The code of conduct is displayed in ourwebsitewww.vaswaniindustries.com

For and on behalf of the Board of Directors
Yashwant Vaswani
Raipur 03/09/2020 (Whole-time Director)
DIN: 01627408

.