To
The Members
Ashiana Ispat Limited
Your Directors have pleasure in presenting their 31st Annual Report on the
affairs of the company together with Audited Financial Statements for the financial year
ended 31st March, 2023.
1. FINANCIAL RESULTS
The standalone financial performance of the company for the financial year ended March
31, 2023 in summarized below.
Particulars |
Rs. in lacs 2022-23 |
Rs. in lacs 2021-22 |
Revenue from operations |
46456.01 |
43867.05 |
Other Income |
97.16 |
32.24 |
Total Revenue |
46554.01 |
43899.30 |
Profit/(loss) before taxes |
344.43 |
156.67 |
Total Expenditure |
46209.58 |
43742.63 |
Tax Expense/(Benefit) |
44.72 |
55.35 |
Profit/(Loss) after Tax |
299.71 |
101.31 |
Earning per equity shares in Rs. |
3.76 |
1.27 |
2. STATE OF COMPANY'S AFFAIRS
The Total Income of your Company for the Financial Year 2022-23 stood at Rs. 46554.01
Lakh as compared to Rs. 43899.30 Lakh of the previous Financial Year. Your Company has
ended the Financial Year 2022-23 with a profit after tax from the activities of Rs.299.70
Lakh as against the previous Financial Year's Rs. 101.31 Lakh.
Change in the nature of business, if any
There is no change in the nature of the business of the Company during the year.
CORPORATE GOVERNANCE:
The Company believes that good corporate governance is one of the vital tools, in
directing and controlling the affairs of the Company in an efficient manner and helps in
achieving the goal of maximizing value of Company's stakeholders in a sustained manner. It
recognizes Transparency,
Integrity, Honesty and Accountability as core values, and the management believes that
practice of each of these creates the right corporate culture fulfilling the purpose of
Corporate Governance. However, it is to be recognized that Corporate Governance is not
just a destination but a consistent journey to consolidate and enhance sustainable value
creation to the company, by adhering to the core values. A separate section on Corporate
Governance and a Certificate regarding compliance of conditions of Corporate Governance,
forms part of the Annual Report as Annexure-"E".
DIVIDEND:
The directors have not recommended any dividend for the financial year 2022-23.
SHARES WITH DIFFERENTIAL RIGHTS, EMPLOYEE STOCK OPTION, SWEAT EQUITY SHARES:
During the year, the company has not issued any Equity Shares with Differential Rights,
Employee Stock Options and/or Sweat Equity Shares.
FIXED DEPOSITS:
During the year, your Company has not accepted any fixed deposits under the provisions
of the Companies Act, 2013 and the Rules made there under.
Annual Return
Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Act, the Annual return
in Form MGT -7 as on March 31, 2023 is available on the Company's website.
SECRETARIAL STANDARDS:
The Company has complied with applicable secretarial Standards.
DIRECTORS & KMP:
Proposed Appointments/re-appointments:
The following appointments to the Board are proposed:
Directors retire by rotation:
In accordance with the provisions of the Companies Act, 2013 and Articles of
Association, Mr. Puneet Jain, Director of the Company retires by rotation at this Annual
General Meeting and being eligible offer himself for re-appointment.
Appointment of Independent Directors:
(i) Mr. Manoj Kumar (DIN: 00906104) was appointed as Additional Independent
Director(Non-Executive) by the Board of Directors of the Company in their meeting held on
29.08.2023 and to be regularised as Independent Director (Non-Executive) for a period of
five years in the ensuing Annual General Meeting to be held on 28th September, 2023.
Changes during the year:
In compliance with Regulation 17(2) of SEBI LODR Mr. Naresh Chand, resigned from the
post of Chairman on 07th February, 2023 and now he will continue to serve as Executive
Director of the Company.
The Board of Ashiana Ispat Ltd. has an appropriate mix of Executive and Non-Executive
directors with all the directors having vast area of expertise, skills and knowledge
necessary to run the operations of the Company in a highly efficient manner.
Appropriate resolutions for the appointment/ re-appointment of Directors are being
placed before you for your approval at the ensuing Annual General Meeting. The brief
resume of the aforesaid Directors and other information have been detailed in the Notice.
Your Directors recommend their appointment/reappointment as Director of your Company.
Pursuant to the provisions of section 203 of the Companies Act 2013 the KMP's of the
Company as on date are:
1. Ms. Ashita Jain: Chairman, Non-Executive (Non Independent Director)
2. Mr. Naresh Chand: Whole-time Executive Director
3. Mr. Puneet Jain: Managing Director
4. Mrs. Anu Bansal: Whole-time Executive Director
5. Mr. Ravindra Kumar Jain: Chief Financial Officer
6. Mr. Harun Rashid Ansari: Company Secretary
LISTING WITH EXCHANGE AND LISTING FEES:
The Equity Shares of the Company are presently listed with Bombay Stock Exchange
Limited (BSE). Further the Company has paid listing fees to the exchange (i.e. BSE) up to
financial year 2023-24.
AUDIT REORT & AUDITORS:
Audit Report
The Statutory Audit report enclosed with the financial statements doesn't contain any
qualifications or adverse remarks except non availability of Internal Audit Report to the
statutory auditors. As per the provisions of Listing Regulations Auditor's certificate on
Corporate Governance forms part of this report and don't contain any qualifications or
adverse remarks. The CG Report itself explained to reconstitute of Board of Directors as
per provision of Section 149 of Companies Act, 2013 and the Regulation 17 of LODR. The
Notes to the financial statements referred in the Auditors Report are self-explanatory.
The Auditors' Report is enclosed with the financial statements in this Annual Report.
A. STATUTORY AUDITORS
M/s. S.Singhal, Chartered Accountants (Firm registration No 001526C)), were appointed
as Statutory Auditors of the Company to hold office from the conclusion of 30th Annual
General Meeting of the Company held on 30th September, until the conclusion of the 35th
Annual General Meeting of the Company to be held in the year 2027, without any further
confirmation/ratification/ approval at subsequent Annual General Meeting of the company.
In view of the changes in provisions of section 139 of the Companies 2013 ratification
of appointment is not proposed.
B. COST AUDITORS:
In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost
Records and Audit) Rules, 2014, the Company is required to maintain cost accounting
records and get them audited every year and accordingly such accounts and records are made
and maintained. The Board appointed M/s. Mithlesh Gupta & Co., Cost Accountants, as
cost auditors of the Company for the financial year 2023-24 at a fee of INR 40,000 plus
applicable taxes and out of pocket expenses subject to the ratification of the said fees
by the shareholders at the ensuing annual general meeting. The cost audit report for the
financial year ended March 31, 2023 would be filed with the Central Government.
The cost audit report for the financial year ended March 31, 2022 was filed on
27.09.2022 within prescribed timelines.
C. SECRETARIAL AUDITOR
As per the provisions of Section 204 of the Companies Act, 2013 and Rules thereunder,
M/s Bir Shankar & Co., Practicing Company Secretary was appointed as the Secretarial
Auditor of the Company for the year 2023-24.
D. INTERNAL AUDITOR
As per the provisions of Section 138 of the Companies Act, 2013 and Rules thereunder,
Ms Ashita Jain, Company Secretary was appointed as the Internal Auditor of the Company for
the year 2023-24.
NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:
The Board met 9 times during the financial year 2022-23, the details of which are given
in corporate Governance section.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company has duly constituted the Nomination and Remuneration Committee and the
Stakeholders Relationship Committee comprising non-executive directors of which not less
than one half of the members are independent directors. During the year 3 (Three)
Nomination & Remuneration Committee Meetings and 4 (Three) Stakeholder &
Relationship Committee Meetings were convened and held, the details where of are given in
the Corporate Governance Report which forms part of this Annual Report.
ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS:
The Board of Directors has evaluated the performance of the Board, its Committees and
the individual directors as per the Nomination and Remuneration Policy. The Independent
Directors of the Company also review the performance of Non-Independent Directors of the
Board.
DECLARATION BY INDEPENDENT DIRECTORS AS REQUIRED UNDER SECTION 149(7) OF THE COMPANIES
ACT, 2013
All the Independent directors of the company have given their statement of declaration
under Section 149(7) of the Companies Act, 2013 ("the Act") that they meet the
criteria of independence as provided in Section 149(6) of the Act, and their Declarations
have been taken on record.
POLICY ON DIRECTORS' APPOINTMENT REMUNERATION
The Company strives to maintain an appropriate combination of executive, non-executive
and independent Directors including at least one woman Director. The Nomination &
Remuneration Committee of the Company leads the process for Board appointments in
accordance with the requirements of Companies Act, 2013, listing agreement/regulations and
other applicable regulations or guidelines. All the Board appointments are based on
meritocracy. The potential candidates for appointment to the Board are inter alia
evaluated on the basis of highest level of personal and professional ethics, standing,
integrity, values and character; appreciation of the Company's vision, mission, values;
prominence in business, institutions or professions; professional skill, knowledge and
expertise; financial literacy and such other competencies and skills as may be considered
necessary.
In addition to the above, the candidature of an independent Director is also evaluated
in terms of the criteria for determining independence as stipulated under Companies Act,
2013, listing agreement/regulations and other applicable regulations or guidelines. In
case of re-appointment of Independent Directors, the Board shall take into consideration
the results of the performance evaluation of the Directors and their engagement level.
The Board of Directors of the Company has adopted a Remuneration Policy for Directors,
KMPs and other employees. The policy represents the overarching approach of the Company to
the remuneration of Director, KMPs and other employees.
LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY:
Details of loans, guarantees and investments by the Company to other body corporates or
persons are given in Financial Statements/Notes to the financial statements.
MATERIAL CHANGES & COMMITMENTS:
Apart from the frequently interruption in production due to rigorous environmental
policy adopted by the Government there were no others material changes, events and
commitments affecting the financial position of your Company between the end of the
Financial Year and the date of this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULAOTRS, COURTS AND
TRIBUNALS
During the year under review, there have been no significant and material orders passed
by the regulators or courts or tribunals impacting the going concern status and company's
operations in future.
SHARE CAPITAL:
The Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen
crore) divided into 150,00,000 (One Crore fifty laks) equity shares of Rs. 10/- (Rupees
One) each. The Paid-up Share Capital of the Company is Rs. 79,648,000/- (Rupees Seven
crore ninety six lakhs forty eight thousand) divided into 7,964,800 (Seventy nine lakh
sixty four thousand eight hundred) equity shares of Rs. 10/- (Rupees One) each. Further,
there is no change in Authorized Share Capital and Paid-up Share Capital of the Company
during the financial year under review. However keeping in view of the proposed issue of
Equity Shares on Preferential basis company propose to increase the authorized capital
from Rs.15.00 Crores to Rs.18.00 Crores subject to approval of Shareholders in their
Annual General Meeting.
PREFERENTIAL ISSUE:
During the current fiscal company, subject to approval of shareholders and concerned
Regulatory authority, proposed to allot up to 8750000 no. of Equity shares of Rs.10/- each
at a price of Rs.32 /- (Rupees Thirty two) each as fully paid up to Promoters and Public
on preferential basis in accordance with SEBI(Issue of Capital and Disclosure
Requirements) Regulations,2018. The above said Equity Shares rank pari passu with the
existing Equity Shares of the Company and are subjects to lock-in-period.
Management Discussion and Analysis:
Management Discussion and Analysis comprising an overview of the financial results,
operations / performance and the future prospects of the Company form part of this Annual
Report.
THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in AIL through various interventions and practices. The Company
has complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act,
2013. The Company always endeavours to create and provide an environment that is free
from discrimination and harassment including sexual harassment.
The Company believes in prevention of harassment of employees as well as contractors.
During the year ended 31 March, 2023, no complaints pertaining to sexual harassment were
received.
DISCLOSURE UNDER THE "SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013".
In terms of Section 22 of the above mentioned Act, read with Sexual Harassment of Woman
at Workplace (Prevention, Prohibition and Redressal) Rule, 2013, we report as follows for
the year ended on March 31, 2023:
1. No. of Complaints received in the year : |
Nil |
2. No. of Complaints disposed off in the year |
Nil |
3. 3 Cases pending for more than 90 days : |
Nil |
RELEVANT EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9, as required
under the provisions of the Companies Act, 2013, forms an integral part of Board Report.
Form MGT- 9 is available on the website of the Company and can be accessed at
www.ashianaispat.in.
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 appointed
M/s Bir Shankar & Co., Company Secretaries in practice, to undertake the Secretarial
Audit of the Company. The report of the Secretarial Audit is annexed to this report as Annexure
-"F". "Secretarial Auditors" report is self-explanatory and
therefore does not require further comments and explanation.
Auditor's certificate on Corporate Governance
As per the provisions of Listing Regulations Auditor's certificate on Corporate
Governance forms part of this report and don't contain any qualifications or adverse
remarks related to compliance with the conditions/provisions of corporate governance.
CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES
The Board has adopted a policy to regulate the transactions of the Company with its
related parties. All Related Party Transactions are placed before the Audit Committee for
review and approval. All Related Party Transactions entered during the year were in
Ordinary Course of the Business and on Arm's Length basis. No Material Related Party
Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover
as per the last audited financial statements, were entered during the year by your
Company. The said policy is available on the Company's website viz. www.ashianaispat.in.
Accordingly, the relevant disclosures of Related Party Transactions in Form AOC 2 forms
part of this Annual Report as Annexure- "C"
VIGIL MECHANISM:
The Company has in place a whistle blower policy, to support the Code of Business
Ethics. This policy documents the Company's commitment to maintain an open work
environment in which employees, consultants and contractors are able to report instances
of unethical or undesirable conduct, actual or suspected fraud or any violation of
Company's Code of Business Ethics at a significantly senior level without fear of
intimidation or retaliation.
Individuals can also raise their concerns directly to the chairman of the Audit
Committee of the Company. Any allegations that fall within the scope of the concerns
identified are investigated and dealt with appropriately. Further, during the year, no
individual was denied access to the Audit Committee for reporting concerns, if any. The
details of establishment of vigil mechanism for Directors & employees to report
genuine concerns are available at the website of the Company viz. www.ashianaispat.in.
INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:
AIL continuously invests in strengthening its internal control processes. The Company
has put in place an adequate system of internal financial control commensurate with its
size and nature of business which helps in ensuring the orderly and efficient conduct of
its business. These systems provide a reasonable assurance in respect of providing
financial and operational information, complying with applicable statutes, safeguarding of
assets of the Company, prevention & detection of frauds, accuracy & completeness
of accounting records and ensuring compliance with corporate policies.
FAMILIARISATION PROGRAM FOR DIRECTORS:
The Company provides an orientation and business overview to all its new Directors and
Independent Directors and provides materials and briefing sessions periodically which
assists them in discharging their duties and responsibilities. The Directors of the
Company are also informed of the important developments in the Company and Industry.
Directors are fully briefed on all business related matters, and new initiatives proposed
by the Company and updated on changes and developments in the domestic & global
corporate and industry scenario. The detail of the familiarisation program for Directors
is available on the website of the Company viz. www.ashianaispat.in.
CHANGES IN CAPITAL STRUCTURE:
During the year, there was no change in the Capital Structure of the Company.
COMMITTEES:
The various Committees, as required by the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, have been constituted/
reconstituted amongst members of the Board. The composition of the various committees as
on 31.03.2023 is as under:
Sr. No. Name of Committee |
Members |
1. Audit Committee |
Shruti Jain |
|
Rajesh Kumar Pal * |
|
Anu Bansal |
2. Nomination and Remuneration |
Shruti Jain |
Committee |
Rajesh Kumar Pal |
|
Ashita Jain ** |
3. Stakeholders Relationship Committee |
Shruti Jain |
|
Naresh Chand |
|
Rajesh Kumar Pal |
*Mr. Rajesh Kumar Pal has been appointed as Non-Executive (Independent) Director and as
member of Audit Committee, Stakeholders Relationship Committee w.e.f 30.09.2022 and
Nomination and Remuneration Committee w.e.f 26.11.2022 respectively
**Ms. Ashita Jain was appointed as an Additional Director (Non-Executive) and member of
Nomination and Remuneration Committee w.e.f 26.11.2022.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information on conservation of energy, technology absorption and foreign exchange
earnings and outgo is given in Annexure-"B" to this report.
PARTICULARS OF EMPLOYEES:
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and
Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the names and other particulars of employees are set out in the Annexure-"D" to
this report and forms part of this report.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors would like to assure the Members that the financial statements for the
year under review conform in their entirety to the requirements of the Companies Act,
2013.
The Directors confirm that:
In the preparation of the annual accounts/financial statements, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;
Appropriate accounting policies have been selected and applied consistently and
have made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2023 and of the
profit/loss of the Company for the year ended on 31st March, 2023;
Proper and sufficient care has been taken for maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
The annual accounts/financial statements have been prepared on a going concern
basis.
That Internal financial controls were laid down to be followed by the company
and that such internal financial controls are adequate and were operating effectively.
Proper systems had been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY:
The Company has adopted Corporate Social Responsibility initiatives and focuses on key
areas as education, healthcare etc., in accordance with the provisions of the relative Act
and rules made thereunder. The Corporate Social Responsibility Committee consists of Sh.
Naresh Chand (Chairman), Dr. Smt. Shruti Jain and Sh. Puneet Jain. The Board of Directors
on recommendation of the CSR Committee has formulated the CSR policy of the Company. The
CSR activities of the Company are implemented in accordance with the core values viz.
protecting stakeholder interests, proactive engagement with the local communities and
striving towards inclusive development. The CSR activities are focused on the following
five broad themes with goals to improve overall socio economic indicators of Company's
area of operation:
To eradicate Extreme hunger and Poverty
Promoting healthcare, sanitation and making safe drinking water available;
Employment enhancement through training and vocational skill development;
Income enhancement through farm based and other livelihood opportunities;
Promoting education and sports; and
Ensuring sustainable environment.
The annual report on CSR containing particulars specified in Companies (CSR Policy)
Rules, 2014 is given in Annexure "A". The CSR policy of the Company is
also placed on the website of the Company viz. www.ashianaispat.in.
ACKNOWLEDGEMENTS:
Your Directors express their gratitude to the Company's vendors, customers, Banks,
Financial Institutions, Shareholders & society at large for their understanding and
support. Finally, your Directors acknowledge the dedicated services rendered by all
employees of the company.
|
For and on Behalf of the Board |
|
For Ashiana Ispat Limited |
Place: Bhiwadi |
|
Dated: 29.08.2023 |
(Ashita Jain) |
|
Chairperson |
|
DIN:09802051 |