ahmedabad steelcraft ltd share price Directors report

A summary of the Companys Financial Performance for the financial year ended 31^st March, 2023 compared to the previous financial year ended on 31st March, 2022 is given below: (Rupees in Lakhs)

During the year under review, the Companys revenue from operations stood at Rs 220.50 lacs (previous year Rs. 70.13 lacs) and the other income stood at Rs 79.23 lacs (previous year Rs. 83.92 lacs) and hence the total income stood at Rs 299.73 lacs (previous year Rs. 154.05 lacs). The company has incurred a net loss of Rs 65.74 lacs (previous year net loss of Rs. 60.05 lacs). The Other Comprehensive Income (OCI) for the year stood as Rs. 1.24 lacs (previous year Rs. 41.98 lacs). The total comprehensive income for the year stood at Rs (-)64.50 lacs (previous year Rs. (-)18.08 lacs).

Your Board as usual continues to make its best possible efforts to improve the overall working and financial performance of your Company.

In the current year Company expect to have boost in export and domestic market which will open up slowly and gradually. The Company also expect to come out of the clouds of Loss on account of boost in share in the profit of LLP and other partnership firm in which it is partner. The Management is hopeful about good future in the Current year and the years to come.

Management due to its stringent efforts was able to sustain the prevailing crisis having impact on financial positions.

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented as Annexure -I, forming part of the Annual Report.

Due to loss during the year, No dividend is recommended on equity shares for F.Y.2022-23.

The Board of Directors in their meeting held on 30^th May, 2022 adopted this Dividend Distribution Policy as required by Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").

The Policy on Dividend Distribution Policy can be accessed on Companys Website at http://www.steelcraft.co.in/fin-info/Dividend%20Distribution%20Policy.pdf

Section 124 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), mandates that companies transfer dividend that has remained unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further, the Rules mandate that the shares on which dividend has not been paid or claimed for seven consecutive years or more be transferred to the IEPF.

The following table provides a list of years for which unclaimed dividends and their corresponding shares would become eligible to be transferred to the IEPF on the dates mentioned below

In order to educate the shareholders and with an intent to protect their rights, the Company also sends regular reminders to shareholders to claim their unclaimed dividends / shares before it is transferred to IEPF. Shareholders may note that both the unclaimed dividends and corresponding shares transferred to IEPF, including all benefits accruing on such shares, if any, can be claimed from IEPF following the procedure prescribed in the Rules. No claim shall lie in respect thereof with the Company.

Dividend remitted to IEPF

Shares transferred to IEPF

During the financial year 2014-15, there was no dividend, in accordance with IEPF rules.

The paid up Equity Share Capital as at March 31, 2023 stood at 4.09 crore. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

No amount has been transferred to General Reserve.

Note:

10. Corporate Governance

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance is provided together with a Certificate from Mr. Amrish Gandhi, Practicing Company Secretary of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee as Annexure -II.

11. DIRECTORS

The Board comprises of Nine Directors as on March 31, 2023 viz.

The term of appointment of Independent Directors namely Mr. Shrujal Sudhirbhai Patel, (DIN: 02087840) and Mr. Shreyas Chinubhai Sheth, (DIN: 00009350) of the Company will expire on 18^th September, 2023. Taking into consideration the devotion of time for the development of business of the Company, the Nomination and Remuneration Committee and Audit Committee had suggested the Board to recommend their appointments at the ensuing Annual General Meeting for further five years commencing from 19th September, 2023 to 18th September, 2028. Accordingly. The Board recommends their appointments at ensuing Annual General Meeting. The details of the Qualification, Experience and Remuneration are annexed to the Notice of Annual General Meeting which is as per Schedule – V Companies Act, 201, SEBI Guidelines and SEBI (LODR), 2015.

All the appointees referred herein above have concern or interest in the resolution set out in Item No. 4 of Notice convening Annual General Meeting.

(a) INDEPENDENT NON EXECUTIVE DIRECTORS

(b) WOMAN DIRECTOR

(c) CHAIRMAN OF THE BOARD

Mr. Ashok Chandrakant Gandhi (DIN 00022507) has been Chairman and Independent Director of the Company.

(d) MANAGING DIRECTOR, CEO & CFO

(e) APPOINTMENT/ RE-APPOINTMENT/ RESIGNATION/ RETIREMENT OF DIRECTORS

(f) CHANGE IN DIRECTORS:

The following changes has taken place in Directors during the financial year 2022-23

12. BOARD MEETINGS:

During the FY 2022-23 the Board of Directors of the Company met 5 times. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

13. DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received declaration from all the Independent Directors under the Companies Act, 2013 and rules made there under.

14. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION  HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

15. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

16. ANNUAL GENERAL MEETING

In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") has permitted the holding of Annual General Meeting through VC or OAVM without the physical presence of Members at a common venue. In compliance with the MCA Circulars the 51^st Annual General Meeting is being held through VC/OAVM. The Company has appointed Link Intime Private Limited (RTA) to provide this facility. Details are given in the Notice of the 51^st Annual General Meeting and members are requested to read the instructions in the Notice, the same can be accessed on Companys Website at http://www.steelcraft.co.in/fin-info/Notice%20of%20AGM.pdf

17. WHISTLE BLOWER AND VIGIL MECHANISM POLICY:

The Vigil Mechanism of the Company incorporates Whistle Blower Policy in terms of the Listing Agreement. Protected disclosures can be made by a Whistle Blower through a mail or a letter to the Chairman of the Company. The Policy on Vigil Mechanism and Whistle Blower Policy can be accessed on Companys Website at http://www.steelcraft.co.in/fin-info/Whistle-blower%20&%20Vigil%20Mechanism%20policy.pdf

18. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

The Company is not falling within the criteria of Section 135 of the Companies Act, 2013 and hence the Company is not required to form CSR committee.

19. NOMINATION & REMUNERATION COMMITTEE POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel /Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. Remuneration Committee consists of Ashok C. Gandhi (DIN: 00022507), Shrujal Patel (DIN: 02087840) and Shreyas Chinubhai Sheth DIN (00009350). All of them are independent Directors. The above policy has been posted on the website of the Company at http://www.steelcraft.co.in/fin-info/The%20Nomination%20&%20Remuneration%20Policy.pdf

20. RISK MANAGEMENT POLICY:

The Company has developed a very comprehensive risk management policy and the same is reviewed by the Audit Committee at periodical intervals, which in turn, informs the Board about the risk assessment and minimization procedures adopted by the management. Suggestions or guidance given by the audit committee members are immediately implemented. At the corporate level major risks are reviewed by the Managing Directors and directions in this regard are issued accordingly. The policy on Risk Management Policy can be accessed on Companys Website at http://www.steelcraft.co.in/fin-info/Risk%20Management%20Policy.pdf

21. DECLARATION OF FINANCIAL PERFORMANCE

Yearly/half – yearly/Quarterly Declaration of financial performance including summary of significant events in the last six months is currently not being send to each household of shareholders. However, the Company publishes its results in national and state level newspapers having wide circulation. The results are also posted on the website of the Company i.e. www.steelcraft.co.in

22. COMPOSITION OF AUDIT COMMITTEE

The company has constituted an audit committee in terms of the requirement of the Act and regulation 18 of SEBI (LODR) Regulations. The composition of Audit Committee as per SEBI (LODR), 2015.

23. STATUTORY AUDITORS

Under Section 139 of the Companies Act, 2013 and Rules made there under, it is mandatory to rotate the Statutory Auditors on completion of the maximum term permitted under the provisions of Companies Act, 2013. In line with the requirement of the Companies Act, 2013 , accordingly as per the suggestion of Audit Committee & recommendation of Board of Director M/s. Dhiren Shah & Co. (Firm Reg No: 114633W) Chartered Accountant was appointed as Statutory Auditor for five years for the Financial Year 2022-23 to 2026-27 with the confirmation of shareholders. The Company has received confirmation from M/s. Dhiren Shah & Co. about their eligibility to act as Statutory Auditor. The requirement for the Annual ratification of Auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.

24. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Amrish Gandhi & Associates to undertake Secretarial Audit. The Secretarial Audit Report submitted by M/s Amrish Gandhi & Associates is furnished as Annexure-III.

25. EXPLANATION TO AUDITORS REMARKS

The remarks made by the Auditors in their Report have been suitably dealt with in the schedules and notes and therefore, do not call for any further clarification.

26. SYSTEM FOR INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Financial Statements are prepared based on Computer system outputs. Responsibility of preparation of Financial Statements is entrusted to a dedicated unit which is completely independent of business, risk, audit or other functions. This unit does not originate accounting entries except for limited matters such as Share Capital, Taxes, and Transfers to Reserves. The Company has implemented adequate procedures and internal controls which provide reasonable assurance regarding reliability of financial reporting and preparation of Financial Statements and that such internal financial controls were adequate and were operating effectively during the year.

27. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the financial year 2022-23, the Company has not given any loan to any other Company.

The investment in other securities is within the authority given to the Board by the shareholders under Section 186 of the Companies Act, 2013.

28. PARTICULARS OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ASSOCIATE COMPANIES/JOINT VENTURES

The information on the financial statement of Subsidiaries/associate companies/joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 are given in Annexure IV in Form No. AOC-1 and the same forms part of this report.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure V in Form No. AOC-2 and the same forms part of this report.

30. EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at www.steelcraft.co.in.

31. MATERIAL CHANGES AND FINANCIAL COMMITMENTS, IF ANY,

No material changes and financial commitments have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this Report. There is no change in the list of Directors as stated of the notice convening the meeting.

32. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

33. POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company has devised a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees and also has formulated the criteria for determining qualifications, positive attributes and independence of Directors. The policy on Appointment and Remuneration for Directors, Key Managerial Personnel and Other Employees can be accessed on Companys Website at http://www.steelcraft.co.in/fin-info/Policy%20on%20App%20and%20Rem%20of%20Directors%20,%20KMP%20& %20other%20Employees.pdf

No orders has been passed by the Court/Tribunal during the financial year 2022-23.

35. PARTICULARS OF EMPLOYEES

None of the employees who have worked throughout the year or a part of the Financial Year 2022-23, were getting remuneration in excess of the threshold mentioned under Section 197(12) of the Act read with rule 5(2) of Companies (Appointment and Remuneration) Rules, 2014.

36. WEBLINK OF ANNUAL RETURN

The web link of Annual Return has been put up on the Companys website at www.steelcraft.co.in.

37. REPORTING OF FRAUDS

The Auditors of the company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other sources.

38. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSLOVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

39. PARTICLUARS OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION AT THE TIME OF TAKING LOAN FROM THE BANKS OR FIANACIAL INSTITUTIONS

No loan has been taken from the banks or financial institutions and no one-time settlement has been done, hence the requirement to disclose the details of valuation at the time of one-time settlement and valuation at the time of taking loan from the banks or financial intuitions is not applicable.

40. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

41. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.

42. DEPOSITS (AS PER THE DEFINITION SECTION 2(31) OF THE COMPANIES ACT, 2013)

43. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at the Workplace and has adopted a ‘Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Work Place, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Policy aims to provide protection to women employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto with the objective of providing a safe working environment. However no complaint was registered with regard to the same.

The policy on Prevention, Prohibition And Redressal Of Sexual Harassment Of Women at Workplace can be accessed on Companys Website at http://www.steelcraft.co.in/fin-info/Policy%20on%20prevention,%20prohibition%20and%20redressal%20of%20Sex ual%20Harrassment%20of%20Women%20at%20Workplace.pdf

44. GREEN INITIATIVES

During fiscal 2011, we started a sustainability initiative with the aim of going green and minimizing our impact on the environment. Like the previous years, this year too, we are publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on our website, www.steelcraft.co.in.

Electronic copies of Annual Report 2022-23 and Notice of 51^st Annual General Meeting are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, can get their Email ID registered as follows:

On submission of the shareholders details an OTP will be received by the shareholder which needs to be entered in the link for verification.

The Company is providing remote e-voting facility ("remote e-voting") to all its Members to cast their votes on all resolutions set out in the Notice of the Annual General Meeting.

Additionally, the Company is providing the facility of voting through e-voting system during the Annual General Meeting ("e-voting"). Detailed procedure for remote e- voting/e-voting is provided in the Notice of the Annual General Meeting.

45. DEPOSITORY SYSTEM

As the Members are aware, the Companys equity are tradable in electronic form. As on March 31, 2023, out of the Companys total paid up share capital comprising of 40,92,000 equity shares, only 1,70,653 equity shares were in physical form and the remaining shares were in electronic form. In view of the numerous advantages offered by the depository system, the Members holding shares in physical form are advised to avail themselves of the facility of dematerialization.

46. ACKNOWLEDGMENT

The Directors express their sincere appreciation to the valued shareholders, bankers, employees, vendors, and clients for their support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

For, Ahmedabad Steelcraft Limited