Ahmedabad Steelcraft Ltd Directors Report.


The Members,


CIN: L27109GJ1972PLC011500

Your Directors are pleased to present the Forty Seventh (47th) Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2019 (FY 2018-2019).


A summary of the Companys Financial Performance for the financial year ended 31st March, 2019 compared to the previous financial year ended on 31st March, 2018 is given below:

(Rupees in Lakhs)

(Rupees in Lakhs)
Particular 2018-2019 2017-2018
Total Revenue from operation 1028.64 869.61
Other Income 254.72 141.14
Total Income 1283.37 1010.75
Less: Total Expenditure 1158.60 988.73
Profit Before Tax 124.76 22.01
Provision for taxation 0.39 1.61
Profit after Taxation 124.37 20.40
Other Comprehensive Income (17.79) 7.25
Total 106.58 27.65
T ransfer to statutory Reserves - -
Transfer to General Reserve - -



The revenue of the company from operation for FY 2019 was र 1028.64 Lakhs, higher by 18.29 percent over the previous years revenue of र 869.61 Lakhs in FY 2018. The Profit After Tax (PAT) attributable to shareholders for FY 2019 was 124.37 Lakhs registering a growth of 509.65 percent over the Profit After Tax (PAT) of 20.4 Lakhs for FY 2018.


The Management is positive about the future operations of the Company. The steel outlook and demand looks encouraging in domestic and global market. The Company is continuously in search of newer market and expect new business opportunities from the same. The Company maintain steady progress on its LLP related activities.

This Outlook will increase the net worth of the Company bearing unforeseen circumstances beyond the control of the management, and it is likely that in future there will be capital appreciation in Investment and Net worth. The management is also hopeful to enhance the quantum of dividend, beneficial to the stakeholder of the Company. In the current year the dividend is retained without any enhancement for the purpose of deploying it for the benefits which will be utilized for exploring the market of the Company.


The trading activities of the Company mostly comprises of export of Mild Steel Window Section (Non-Alloy) and other steel items which are subject to Government policies and other Global factor which has direct effect on the operational activities of trading. However the Company has good standing in global market and has enough capacity to face the uneven situation in the course of its operation which is within its control.

The Company has also made capital contribution in Limited Liability Partnership engaged in real estate and may independently start these activities. Considering the fact that the demand for private capital for real estate investment and supporting infrastructure has increased enormously, the outlook is bright.


Considering the overall improvement in performance as well as the need to conserve capital for continued growth, the Directors recommend Dividend of Re.

0.50 per Equity Share of र 10/- each for the year ended March 31,2019.



The Board of Directors in their meeting held on 17th May, 2019 adopted this Dividend Distribution Policy as required by Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").


The Board of Directors of the Company while declaring or recommending dividend shall ensure compliance with statutory requirements under applicable laws including the provisions of the Companies Act, 2013 and Listing Regulations. The Board of Directors, while determining the dividend to be declared or recommended shall take into consideration the advice of the Executive management of the Company and the planned and further investments for growth apart from other parameters set out in this policy.

The Board of Directors of the Company may not declare or recommend dividend for a particular period if it is of the view that it would be prudent to conserve Capital for the then ongoing or planned business expansion or other factors which may be considered by the Board.


The Board of Directors of the Company shall consider the following Financial/Internal Parameters while declaring or recommending Dividend to Share Holders.

1) Profits under during the Financial Year.

2) Retained Earnings

3) Earnings outlook for next three to five years

4) Expected Future Capital/liquidity Requirements

5) Any other relevant factors and material events

The Board of Directors of the Company shall consider the following external parameters while declaring or recommending dividend to shareholders:

1) Macro-Economic Environment-Significant changes in macro-economic environment materially affecting the businesses in which the Company is engaged in the geographies in which the Company operates.

2) Regulatory Changes-Introduction of new regulatory requirements or material changes in existing taxation or regulatory requirements which significantly affect the businesses in which the Company is engaged.

3) Technological changes which necessitate significant new investments in any of the businesses in which the Company is engaged.


In the event of any conflict between this policy and the Provisions contained in the Listing Regulations, the Listing Regulations shall prevail.


The Board may from time to time make amendments to this Policy to the extent required due to change in applicable laws and Listing Regulations or as deemed fit on a review.


The members who have not encashed their Dividend Warrants for any previous period are requested to send the same for revalidation to the Companys Registrars and Transfer Agent (RTA).

Members wishing to claim dividends for previous financial years, which remain unclaimed, are requested to correspond with the RTA.

Further, provisions of Section 124 of the Companies Act, 2013 read with Rule 6 of IEPF Rules as amended, inter alia, mandates the Company to transfer all such shares, in respect of which dividend have not been paid or claimed for seven consecutive years or more, to the demat account of IEPF Authority.

The Company proposed to request those members, whose dividends for previous financial years remaining unclaimed/unpaid, for claiming said dividend amount before transfer thereof to Investor Education and Protection Fund (IEPF).

Pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the Company has uploaded the information in respect of the unclaimed dividends and in respect of which dividend have not been paid or claimed for seven consecutive years or more (Liable to be transferred to the demat account of IEPF Authority)on its website www.steelcraft.co.in.


The paid up Equity Share Capital as at March 31,2019 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.

Details of Subsidiaries Companies, Associate Company & LLP/Partnership

(Rupees in Lakhs)

Sr. No. Name of Company Nature of Relationship No. of Share hold/ Capital Contribution
1. Light Works LLC Associate Company 50.00%
2. Endor Properties LLP Partner 6.22%
3. Tesla Properties LLP Partner 11.72%
4. View Port Properties LLP Partner 2.92%
5. Aavkar Projects Partner 11.10%
6. Aavkar Realty Partner 46.00%
7. Farpoint Properties LLP Partner 2.89%
8. Aavkar Projects Paldi Partner 11.42%
9. Voyager Properties LLP Partner 2.78%


1) There is no Subsidiary of Company hence no such information is provided.

2) The Company is presenting the standalone results due to erosion of entire capital of Light Works LLC which is defunct. The Matter is pending before FEMA. The Company is awaiting the order which may allow the Company to adjust the capital erosion from the profits of the Company.

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 the Statutory Auditors 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, is also annexed.


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 appended as an Annexure II to this Annual Report and also available on the website of the Company at www.steelcraft.co.in.


The Board comprises of Nine Directors as on March 31,2019 viz.

(Rupees in Lakhs)

1. Ashok C Gandhi Chairman and Independent Director
2. Anand V Shah Managing Director/CEO
3. Darshan Jhaveri Managing Director
4. Anand N Jhaveri Whole time Director/CFO
5. Shashank Shah Whole time Director
6. Viral A Jhaveri Whole time Director
7. Nita G. Shah Whole time Director
8. Shreyas Chinubhai Sheth Independent Director
9. Shrujal S Patel Independent Director


1. Mr. Anand Shah (DIN: 00017452), Managing Director and Mr. Viral Jhaveri (DIN: 00489644), Whole time Director, due to their personal reason, have tendered their resignation from the Board w.e.f. 17th May, 2019. The Board appreciated the services rendered by them during their tenure.

Mr. Anand Jhavei (DIN: 00489833), Executive Director of the Company, who looks after the sales operation and other managerial matters of the Company was unable to devote time to financial matters of the company and has resigned from the post of CFO but he will continue as Whole time director of the Company.

Similarly Mr. Anand Shah (DIN: 00017452) who resigned as Managing Director of the Company will continue as CEO of the Company.

Mr. Viral Jhaveri (DIN: 00489644) who is holding MBA Finance has been appointed as CFO in terms of Section 203 of the Companies Act, 2013. The above reconstitution is in compliance with Section 203 of Companies Act as well as Regulation 17 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

2. Mr. Aniruddh Darshanbhai Jhaveri (DIN: 08076497) and Mr. Kartikeya Shashankbhai Shah (DIN: 01988972) were appointed as an Additional Directors of the Company with effect from 17th May, 2019, in accordance with the provisions of Section 161 of the Companies Act, 2013, read with the Articles of Association of the Company. Pursuant to Section 161 of the Companies Act, 2013, the above directors holds office only up to the date of the ensuing Annual General Meeting of the Company.

The requisite notice along with deposit of र 100,000/-each as prescribed under section 160 of the Companies Act, 2013 is received from proposed Directors to appoint them as Non-Executive and non-Independent Director at the ensuing Annual General Meeting. A Resolution seeking shareholders approval for their appointment forms a part of the Notice.

The Board is of the view that the appointment of Mr. Aniruddh Darshanbhai Jhaveri and Mr. Kartikeya Shashankbhai Shah on the Companys Board as Directors is desirable and would be beneficial to the Company and hence it recommends the said Resolution No. 6 &7 for approval by the members of the Company.

Mr. Darshan Jhaveri is Realtive of Mr. Aniruddh Darshanbhai Jhaveri. Whereas Mr. Shashankbhai Shah is Relative of Mr. Kartikeya Shashankbhai Shah. Mr. Aniruddh Darshanbhai Jhaveri and Mr. Kartikeya Shashankbhai Shah, the Appointees and their relative are concerned or interested, in the said resolution pertaining to their appointment.


(i) Ashok C. Gandhi

(ii) Shreyas Chinubhai Sheth

(iii) Shrujal S. Patel


In terms of the provisions of Section 149 of the Companies Act, 2013 and the Listing Regulations, specified Companies are required to have at least one Woman Director in their Board. Smt. Nita G Shah was appointed as on 22nd January, 2015 as Woman Whole Time Director on Board.


Ashok C Gandhi, DIN 00022507 has been Chairman and Independent Director of the Company.

• The Members of the Company at the Annual General Meeting held on 4th September, 2014 had appointed Mr. Ashok Gandhi, as Independent Director of the Company for a term of five (5) consecutive years commencing from 4th September, 2014 and expiring on 3rd September, 2019.

• The Members may note that pursuant to Section 149(10) of the Act, an Independent Director shall hold office for a term of up to five (5) consecutive years on the board of a company, but shall be eligible for re-appointment for a further term of up to five (5) consecutive years on passing of a special resolution by the company.

• Pursuant to the Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the Listing Regulations"), with effect from April 1,2019, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five (75) years unless a special resolution is passed to that effect and the explanatory statement annexed to the notice proposing such appointment specifies the justification for such appointment.

• Mr. Ashok Gandhi has given his consent to be re-appointed as such director and also the confirmation that he is not disqualified to act as Independent Director in terms of Section 164 of the Act. Besides, he has also provided a confirmation that he meet the criteria of independence as prescribed, both, under Section 149(6) of the Act read with relevant Rules and under Regulation 16(1)(b) of the Listing Regulations.

• The Nomination and Remuneration Committee (NRC) of the Board of the Company And Audit Committee, at its meeting held on 17th May, 2019, had unanimously recommended to the Board, the re-appointment of Mr. Ashok Gandhi as Independent Director for a further term not exceeding Five (5) consecutive years from 3rd September, 2019 to 2nd September, 2024.


• Anand Shah, DIN 00017452 has been CEO of the Company from 30th July,2015.

• Darshan Jhaveri, DIN 00489773 has been the Managing Director since 29th June, 1995.

• Viral Jhaveri is appointed as CFO of the Company w.e.f 17th May, 2019.


In order to ensure compliance with Section 152 (6) of the Act, the Board has considered Darshan Ashokbhai Jhaveri (DIN: 00489773) and Nitaben Girishchandra Shah (DIN: 03225876) who are liable to retire by rotation and being eligible offer themselves for reappointment.


During the FY 2018-19 the Board of Directors of the Company met 5 times. The meeting details are given in the Report of Corporate Governance that forms part of Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.


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


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.


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

a) In the preparation of the annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had 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 as at 31st March, 2019

c) and of the profit /loss of the Company for that period;

d) The directors had 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;

e) The directors had prepared the annual accounts on a going concern basis;

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

The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.


Details of all elements of remuneration paid to the Directors are given in the report on corporate governance. The Independent Director of the Company are not entitled to stock option. The Non-Executive Directors shall not be entitled for any Remuneration/benefit except sitting fees.


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 www.steelcraft.co.in.


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.


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 www.steelcraft.co.in.


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.


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


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 the same is disclosed in the report on Corporate Governance.


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 M/s. Nautam R Vakil& Co. Chartered Accountants (FRN: 106980W) was appointed as the Statutory Auditors of the Company to hold the office for a period of four consecutive years from the conclusion of the 46th AGM of the Company held on 19th September, 2018, till the conclusion of 50th AGM to be held in the year 2022. 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 During the year, the statutory auditors have confirmed that they satisfy the Independence criteria required under Companies Act, 2013, Code of Ethics issued by Institute of Chartered Accountants of India.


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 D. N. Motwani& Co. to undertake Secretarial Audit. The Secretarial Audit Report submitted by M/s. D. N. Motwani& Co. is furnished as Annexure-I.


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.


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.


No material changes happened except following:

i) Resignation of two Directors i.e. Mr. Anand Shah and Mr. Viral Jhaveri as Managing Director and Whole time Director respectively

ii) Appointment of Mr. Aniruddh Darshanbhai Jhaveri and Mr. Katikeya Shashankbhai Shah as Additional Directors (Non-Executive & Non-Independent Director).

iii) Appointment of Mr. Viral Jhaveri as CFO of the Company.

iv) Proposal to Reappoint Mr. Ashok C. Gandhi as Non-Executive and Independent Director of the Company.


Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming a part of this annual report.


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 in Form No. AOC-2 and the same forms part of this report.

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company has formulated a revised Policy on Related Party Transactions which is also available on the Companys website at www.steelcraft.co.in. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party T ransactions on a quarterly basis for transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arms Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013, and Listing Regulations. All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arms Length basis.


The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

A. Conservation of Energy: Particulars with respect to Conversation of Energy are not applicable as the Company has not done any manufacturing activities.

(Rupees in Lakhs)

B. (1) Research and Development : Not Applicable
(2) Technology absorption : Not Applicable
C. Foreign Exchange earnings and outgo:
(1) Activities relating the export : Company exports steel related items.
(2) Foreign Exchange earned : 9,92,05,171
(3) Foreign Exchange used : 6,10,48,860


The following details of deposits, covered under Chapter V of the act:

I. Deposits Accepted during the year: Nil

II. Remained unpaid or unclaimed as at the end of the year: Nil

III. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- N.A.

A. At the beginning of the year: Nil

B. Maximum during the year: Nil

C. At the end of the year: Nil

IV. The details of deposits which are not in compliance with the requirements of Chapter: There is no such Deposit held by the Company.


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.


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 the Annual Report 2018-19 and Notice of the 47th 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, physical copies of the Annual Report 2019 and the Notice the 47th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

The Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The instructions for e-voting are provided in the Notice.


As the Members are aware, the Companys equity are tradable in electronic form. As on March 31,2019, out of the Companys total paid up share capital comprising of 40,92,000 equity shares, only 3,39,353 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.


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.

(Rupees in Lakhs)

Date: 17-05-2019

For and on behalf of the Board

Place: Ahmedabad

Darshan A Jhaveri.

Managing Director

(DIN: 00489773)