DIRECTORS' REPORT Dear Shareholders, Your Directors are pleased to present the Twenty Third Annual Report of your Company along with the Audited financial statements for the financial year-ended 31st March, 2015 OPERATIONS During the year under review, your Company has recorded revenue of Rs. 29909.97 Lacs thereby showing an increase by 0.71%. Because of the increase in revenues, PBT registered a significant growth and remain at Rs. 292.80 Lacs. However, PAT showed a decline by 9.43%. The financial year 2014-15 has been quite a successful year for the company as far as revenues are concerned. The increase in revenues showed rising demand for steel. The factors which contributed for a better market for steel includes an estimated infrastructure investment of nearly a trillion dollars, a projected growth of manufacturing from current 8% to 11-12%, increase in urban population to 600 million by 2030 from the current level of 400 million and emergence of the rural market. DIVIDEND Keeping in view the future fund requirements of the company for achieving the long term growth objectives, the Board of Directors has not recommended any dividend and transferred all the distributable profit to the general reserve account of the company. Responsibility Statement: The Directors confirm that: ? In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and that there are no material departures from the same, ? the Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year as on 31st March, 2015 and of the profit of the Company for that period ? the Directors have taken proper and sufficient care for the 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 Directors have prepared the annual accounts on a going concern basis; ? the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and ? the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by Rotation In accordance with the relevant provisions of the Act, Mr. Puneet Jain, Director of the Company retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible has offered himself for re-appointment. Inductions: During the year, the Board of Directors appointed Mrs. Shruti Jain as an Additional Director with effect from 20.03.2015, to hold office up to the date of forthcoming Annual General Meeting. Being eligible, Mrs. Shruti Jain offered herself to be appointed as the Independent Director of your company. Board also appointed Mr. Naman Jain as a Non-executive, Additional Director, on the recommendation of nomination and remuneration committee, thus making total of 10 members on the Board as on 31st March 2015, out of which 5 are independent directors. The Company had received a notice in writing from a member along with a deposit of Rs 100,000 (Rupees One lakh only) proposing the candidature of Mr. Naman Jain for the office of Director of the Company liable to retire by rotation. The Board periodically reviews its composition for determining any change in the size and structure. As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years, but shall be eligible for reappointment on passing of an ordinary resolution by the Company and shall not be liable to retire by rotation. All other Directors, except the Managing Director, will retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-election. The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013. The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of this Annual Report as Annexure-A. The Company has formulated a policy for performance evaluation of Independent Directors. AUDITORS A. STATUTORY AUDITORS M/s. S. Singhal & Company, Chartered Accountants (ICAI Reg. No. 001526C) are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every AGM held after the ensuing AGM. As required under Section 139 of the Companies Act, 2013, the Company has obtained a written Consent from S. Singhal & Company, Chartered Accountants, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 141 of the Companies Act, 2013 and the rules made there under, as may be applicable. B. COST AUDITOR The Board has appointed M/s Sanjay Garg & Co., Cost Accountants as cost auditors of the Company for the financial year 2015-16. C. SECRETARIAL AUDITOR M/s Bir Shankar & Co., Practicing Company Secretary was appointed as the Secretarial Auditor of the Company for the year 2014-15. The Board has appointed M/s Bir Shankar & Co., Practising Company Secretary to conduct secretarial audit for the financial year 2015-16. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION Your company is doing is best efforts to give high priority to energy conservation by opting for more power efficient replacements. Particulars of Energy Conservation/ Technology Absorption and Foreign Exchange earnings and out go as per Section 134(3)(m) of Companies Act, 2013 are given as an Annexure-B to this report. PARTICULARS OF EMPLOYEES In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the remuneration and other details is being annexed to this report as Annexure-C MANAGEMENT DISCUSSION AND ANALYSIS REPORT: As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a separate part of this report. CORPORATE GOVERNANCE The Company is committed to adhere to the best practices of corporate governance requirements as set out under Clause 49 of the listing agreement. This is ensured by taking business decisions in conformity with ethical standards and conducting business The report on corporate governance as stipulated under clause 49 of the listing agreement with the stock exchange forms an integral part to the Annual Report. The certificate from the Auditors confirming compliance with the provisions of Corporate Governance has been attached with the report on Corporate Governance In terms of the Clause 49 of the listing Agreement a certificate of the CEO, inter alia, complying the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as a part of the report. CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's length. 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. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. MEETINGS OF THE BOARD The Board met six times during the year, details of which are given in Corporate Governance Report forming part of this Annual Report. The gap between the meetings is as per the provisions of Companies Act, 2013. AUDIT COMMITTEE The Audit Committee is comprised of Independent Directors viz. Sh. T.C. Kansal, Sh. R.P. Bansal and Sh. Rajesh Kumar Pal as members. All recommendations made by the Audit Committee were accepted by the Board. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS Details of loans, guarantee or investments made by your Company under Section 186 of the Companies Act, 2013 during the financial year 2014-15 are appended as Annexure-D to this Report DECLARATION BY INDEPENDENT DIRECTORS The Company has received declaration u/s 149(7) of the Companies Act, 2013 from Independent Director confirming they meet the criteria of independence as prescribed under Companies Act, 2013 and Clause 49 of the Listing Agreement. VIGIL MECHANISM The Company has established a vigil mechanism, incorporating a whistle blower policy in lines with the Clause 49 of the Listing Agreement in order to protect the interest of the employees and executives in reporting their grievances in a protected manner. It also provides for the protection against victimization of directors and employees who avail the mechanism and allows direct communication with the Chairperson of the Audit Committee, in certain exceptional circumstances. The policy on vigil mechanism may be accessed on the Company's website www.ashianaispat.in/c <http://www.ashianaispat.in/c> corporate governance/policies EXTRACT OF ANNUAL RETURN In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return is being annexed with this Report as Annexure-E AUDITORS' REPORT- OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNT The observations of the Auditors in the Auditors' report on the accounts of the Company together with the Notes to Accounts are self-explanatory and, therefore, do not call for any further explanation, in the opinion of Directors. SECRETARIAL AUDIT REPORT The secretarial audit report confirms that the Company has complied with all the relevant provisions of the Companies Act, 2013, Listing Agreement with the Stock Exchange and other necessary compliances under various Acts, in so far as applicable to the Company. The report does not contain any qualifications, reservation or adverse remark. The secretarial audit report forms part of this report and attached as Annexure-F. ACKNOWLEDGEMENT: Your Directors would like to place their deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company who have contributed in every possible measure towards consistent growth of the Company. The Directors are also thankful to the Bankers-State Bank of Bikaner & Jaipur, investors, customers for their continued support during the year. For and on behalf of the Board For Ashiana Ispat Limited (Naresh Chand) Managing Director DIN:00004500 (Neeraj Kumar Jain) Whole Time Director DIN:01335390 Place: Bhiwadi Date: 30.05.2015 |