Ahmedabad Steelcraft Ltd Directors Report.

TO,

THE MEMBERS,

AHMEDABAD STEELCRAFT LIMITED (CIN: L27109GJ1972PLC011500)

Your Directors are pleased to present the Forty Eighth (48th)Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended 31stMarch, 2020 (FY 2019-2020).

1. FINANCIAL PERFORMANCE

A summary of the Companys Financial Performance for the financial year ended 31st March, 2020 compared to the previous financial year ended on 31st March, 2019 is given below:

(Rupees in Lakhs)
Particular 2019-2020 2018-2019
Total Revenue from operation 705.66 1028.64
Other Income 107.58 254.73
Total Income 813.24 1283.37
Less: Total Expenditure 883.96 1158.60
Profit/Loss Before Tax (70.72) 124.77
Provision for taxation 20.03 0.39
Profit/Loss after Taxation (90.75) 124.38
Other Comprehensive Income (77.03) (17.79)
Total (167.78) 106.59
Transfer to statutory Reserves -- --
Transfer to General Reserve -- --

2. COMPANYS PERFORMANCE AND FUTURE OUTLOOK:

COMPANYS PERFORMANCE

The revenue of the company from operation for FY 2020 was Rs. 705.66 Lakhs, lower by 31.40 percent over the previous years revenue of Rs. 1028.64 Lakhs in FY 2019. The Loss After Tax (LAT) attributable to shareholders for FY 2020 was 90.74 Lakhs registering a Lower growth over the Profit After Tax (PAT) of 124.37 Lakhs for FY 2019.

The Companys operations were impacted in the month of February, 2020 and March 2020,due to spreading of COVID-19, a pandemic caused by the novel Coronavirus globally. Becauseof COVID 19, export and import of most of countries were closed. Due to nationwidelockdown by the Government of India, the Company has shut its operations from 23rd March,2020.

FUTURE OUTLOOK

The world was hit hard by the COVID-19 pandemic. The virus spread rapidly across the world,compelling governments to impose national lockdowns tobreak the chain of transmission, which brought economicactivities to a near halt.

However, a few bright spots have emerged. Timely actions and significant stimulus measures have somewhat cushioned the blow. Several central banks have also adopted quantitative easing and scaled asset purchases to infuse liquidity.

MANAGEMENT ANALYSIS

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.

3. DIVIDEND

As the Company has incurred loss during the current financial year (2019-20), the Directorsof the company do not recommend any dividend for the year under review.

4. DIVIDEND DISTRIBUTION POLICY

DIVIDEND DISTRIBUTION POLICY

The Board of Directors in their meeting held on 29th June, 2020 adopted this Dividend Distribution Policy as required by Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").

CIRCUMSTANCES UNDER WHICH THE SHAREHOLDERS MAY OR MAY NOT EXPECT DIVIDEND

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.

PARAMETRES TO BE CONSIDERED BEFORE RECOMMENDING DIVIDEND

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.

CONFLICT IN POLICY

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

AMENDMENTS

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.

5. UNPAID/UNCLAIMED DIVIDEDN AND IEPF

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 becomeeligible to be transferred to the IEPF on the dates mentioned below

Year Dividend per share Date of declaration Due date for transfer
2012-13 3 1.00 (10%) 22-08-2013 27-09-2020
2013-14 3 1.00 (10%) 04-09-2014 09-10-2021
2014-15 Nil
2015-16 3 0.75 (7.5%) 08-09-2016 13-10-2023
2016-17 3 0.50 (5%) 04-09-2017 09-10-2024
2017-18 3 0.50 (5%) 19-09-2018 24-10-2025
2018-19 3 0.50 (5%) 22-08-2019 02-08-2026

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

Financial Year Dateof declaration Date of transfer to IEPF Amount transferred to IEPF
2010-11 28-09-2011 26/09/2019 152,513
2011-12 21-09-2012 06/11/2019 177,973

Shares transferred to IEPF

During the year, the Company transferred 88,805 (F.Y. 2010-11) and 11,215 (F.Y. 2011-12) shares on August 21, 2019 and November 13, 2019 respectively due to dividends unclaimed for seven consecutive years, in accordance with IEPF rules.

6. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2020 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.

7. TRANSFER TO RESERVES:

No amount has been transferred to General Reserve.

8. DETAILS OF SUBSIDIARY COMPANIES, ASSOCIATE COMPANY & LLP/PARTNERSHIP

Sr, No. Name of Company Nature of Relationship No. of Share held/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 Palde Partner 11.42%
9. Voyager Properties LLP Partner 2.78%

Note:

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

2) The Company is presenting the stand alone 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

9. 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.

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

11.DIRECTORS

The Board comprises of Nine Directors as on March 31, 2020 viz.

SR. DIN NAME DESIGNATION
1. 00022507 Ashok Chandrakant Gandhi Chairman & Independent Director
2. 00009350 ShreyasChinubhaiSheth Independent Director
3. 02087840 ShrujalSudhirbhai Patel Independent Director
4. 00489773 Darshan Ashokbhai Jhaveri Managing Director
5. 00489833 Anand Navinchandra Jhaveri Whole time Director
6. 00545449 Shashank Indulal Shah Whole time Director
7. 03225876 NitabenGirishchandra Shah Whole time Director
8. 01988972 KartikeyaShashankbhai Shah Non-Executive & Non-Independent Director
9. 08076497 AniruddhDarshanbhai Jhaveri Non-Executive & Non-Independent Director

CHANGE IN 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. 17thMay, 2019. The Board appreciated the services rendered by them during their tenure.

Mr. AnandJhavei (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. Further their Directorship was regularized at the Annual General Meeting of the Company held on 22nd August, 2019.

(a)INDEPENDENT NON EXECUTIVE DIRECTORS

(i) Ashok C. Gandhi (ii) Shreyas Chinubhai Sheth (iii) Shrujal S. Patel

(b)WOMAN DIRECTOR

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.

(c) CHAIRMAN OF THE 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 17thMay,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. Members approved his reappointment at the Annual General meeting of the Company held on 22nd August, 2019.

(d)MANAGING DIRECTOR, CEO & CFO

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

• Mr. Anand Shah, is re-appointed as CEO of the Companyfor period of 5 years in the Board meeting held on 29th June, 2020.

• Mr. ViralJhaveriisre-appointed as CFO of the Company for period of 5 years in the Board meeting held on 29th June, 2020.

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

In order to ensure compliance with Section 152 (6) of the Act, the Board has considered Mr. Shashank Indulal Shah (DIN: 00545449)and Mr. Anand N. Jhaveri (DIN: 00489833)who are liable to retire by rotation and being eligible offer themselves for reappointment.

12.BOARD MEETINGS:

During the FY 2019-20 the Board of Directors of the Company met 4 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.

Board Meeting and Meeting of Independent Directors in terms of Regulation 29(1), 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and schedule IV (Section 149) of the Companies Act, 2O13 was scheduled to be held on 30thMarch, 2020 but due to COVID-19 pandamic, the entire country observed National Lockdown, hencethe above Meetings stands cancelled.

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: a) In the preparation of the annual accounts for the financial year ended 31st March, 2020, 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, 2020

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.

16.OVERALL REMUNERATION

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.

17.VIGIL MECHANISM:

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.

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 downa framework in relation to remuneration of Directors, KeyManagerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles, philosophyand the basis for payment of remuneration to Executive andNon-executive Directors (by way of sitting fees and commission),Key Managerial Personnel, Senior Management and otheremployees. The policy also provides the criteria for determiningqualifications, positive attributes and Independence of Directorand criteria for appointment of Key Managerial Personnel /Senior Management and performance evaluation which areconsidered by the Nomination and Remuneration Committeeand the Board of Directors while making selection of thecandidates. Remuneration Committee consists of Ashok C. Gandhi (DIN: 00022507), ShrujalPatel (DIN: 02087840) and ShreyasChinubhaiSheth DIN (00009350). All of them are independent Directors.The above policy has been posted on the websiteof the Company atwww.steelcraft.co.in.

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.

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 the same is disclosed in the report on Corporate Governance.

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 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.

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 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.

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.IMPACT OF THE COVID-19 PANDEMIC ON THE BUSINESS :

Impact of the COVID-19 pandemic on the business : In line with government lockdown orders, we shut down operations at ourregistered Office on 23rdMarch, 2020. We immediately put in place a Business Continuity Plan and work- from home taking all necessary steps to help our employees and their families remain healthy and safe. In India, The shutdown impacted operations in the last week of March, hence the impact on FY 2019-20 was minimal in terms of domestic business but there was significant disruptions to businesses of Merchant Trade in the March Quarter.
Ability to maintain operations, including the factories/units/office spaces functioning and closed down : The administrative work of the company was continued through work from homefacility to the best possible extent in order to comply with duly applicable legalframework.
Further, in compliance with the various directives of the Government,operations of the Company have been, resumed in the permitted manner. In ourefforts for the health and wellbeing of employees, steps have been taken to ensure efficient workplace; have moved meetings and trainings to virtual formats.
Estimation of the futureimpact of COVID- 19 on itsoperations : The situation is still evolving and it is difficult to hazard a guess on how thispandemic will evolve.
On the basis of the current information available, we presume that there will be an impacton the normal business depending upon the geographies. However once thesituation is under control we expect the normalcy to return over a period of time
Details of impact of Capital and COVID-19 on the Financial Company : Resources: The Company utilizes its own funds and does not have anyborrowings, hence there is almost no impact in terms of capital and financial resources of the Company.
Profitability: It is difficult to foresee the final impact, so company keepon monitoring the overall situation and will recalibrate themodel accordingly. The Company is taking various stepsto control the operating cost.
Ability to service debt and other obligations: Currently the Company is comfortably servicing its debtobligations and given the scale of operations, theCompany will continue to meet its obligations in futuretoo.
Internal Financial Reporting and Control: The Company has, in all material respects, an adequate internal financial control system over financialreportingand such internal financial controls over financialReporting wereoperating effectively during post lock downperiod as well.
Existing contracts/agreements where non - fulfilment of the obligations by any partywill have significant impacton the Companys business We have no such contract which will have significant impact on the operations of the company.
Other relevant material updates about the Companys business : There is no other relevant update about the business of the company. However, the company is monitoring the situation and will further update on the matter as and when warranted.
The company shall keep all its stakeholders informed as and when any materialdevelopment takes place which may have a significant impact on the company.

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

Details of Loans, Guarantees and Investments covered underthe provisions of Section 186 of the Act are given in the notes toFinancial Statements forming a part of this annual 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 informationon 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 andamendment to the Listing Regulations, your Company hasformulated a revised Policy on Related Party Transactions whichis also available on the Companys website at www.steelcraft.co.in. The Policy intends to ensurethat proper reporting, approval and disclosure processes arein place for all transactions between the Company and RelatedParties.

All Related Party Transactions are placed before the AuditCommittee for review and approval. Prior omnibus approval isobtained for Related Party Transactions on a quarterly basisfor transactions which are of repetitive nature and / or enteredin the Ordinary Course of Business and are at Arms Length.All Related Party Transactions are subjected to independentreview by a reputed accounting firm to establish compliancewith the requirements of Related Party Transactions under theCompanies Act, 2013, and Listing Regulations.All Related Party Transactions entered during the year werein Ordinary Course of the Business and at Arms Length basis.

30.CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

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.

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 : 6,39,06,647
(3) Foreign Exchange used :87,88,132

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

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.

32.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.

33.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 2019-20 and Notice of 48th 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:

• Members holding shares in electronic/demat form, please update your email address with your Depository Participant. However, Members may temporarily register the same with the Companys Registrar and Share Transfer Agent i.e. M/s Link Intime India Private Limited at https://linkintime.co.in/EmailReg/Email_Register.html on their website www.linkintime.co.in in the Investor Services tab by providing details such as Name, DP ID, Client ID, PAN, Mobile No. and Email Address.

• Members holding shares in physical form and who have not registered their email address may register the same with the Companys Registrar and Share Transfer Agent i.e. M/s Link Intime India Private Limited at https://linkintime.co.in/EmailReg/Email_Register.html on their website www.linkintime.co.in in the Investor Services tab by providing details such as Name, Folio No., Certificate No., PAN, Mobile No. and Email Address and also upload the image of share certificate in PDF or JPEG format. (Up to 1 MB).

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.

34.DEPOSITORY SYSTEM

As the Members are aware, the Companys equity are tradable in electronic form. As on March 31, 2020, out of the Companys total paid up share capital comprising of 40,92,000 equity shares, only 1,96,053equity 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.

35.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 Steel Craft Limited
Anand V. Jhaveri Darshan A. Jhaveri
Date: 29th June, 2020 Whole-time Director Managing Director
Place: Ahmedabad (DIN: 00489833) (DIN: 00489773)