Ashirwad Steels Director Discussions


Your Directors present their 38th Annual Report on the business and operations of the Company and its Audited

Statements of Accounts together with Auditors Report for the financial year ended 31st March, 2024.

Current year Previous year
(31.03.2024) (31.03.2023)
(Rs in Lakhs) (Rs in Lakhs)
1. SUMMARY OF FINANCIAL RESULTS AND
PERFORMANCE OF THE COMPANY:
Income from Operations 439.94 444.32
(Including other Income)
Profit/(Loss) before and also after exceptional and
Extra-ordinary items and before taxes 318.58 1865.91
Add/(Less): Tax Expenses for the year 83.79 189.19
Add/(Less): Income Tax earlier year 6.99 --
Add/(Less): Deferred Income Tax (Assets) 2.29 0.14
Net Profit/(Loss) for the year after tax 225.51 1676.58
Add: Other Comprehensive income 21.32 25.62
Total Comprehensive income (including 246.83 1702.21
Post Tax Profit/(Loss) for the year)

2. DIVIDEND:

In order to conserve resources for any new trading or industrial venture and for the working capital requirements for company s business, your Board does not recommend any dividend for the financial year under review.

3. RESERVES

No fresh amount has been transferred to the reserves by the Board during the year under review.

4. THE COMPANYS WORKING/STATE OF AFFAIRS DURING THE FINANCIAL YEAR UNDER REVIEW

The overall working of the company during the financial year 2023-2024 has been more or less satisfactory but not up to the expectations of your board. As stated in the previous annual reports; the company has disposed off all it s industrial units except a LPG Bottling Plant at Raigarh, which continues to be inoperative, as usual, as the commercial operations thereon are not remunerative and economically viable. The Board has taken authority from the members through Postal Ballot to dispose off the said Plant but unfortunately no worthwhile buyer/purchaser for the said unit has come forward till date even for it s freehold land which alone has commercial value while the old and obsolete plant &equipments have only scrap value. During the year the company has commenced it s new business of investments and lending but unfortunately the board could not identify or start any trading or industrial business or activity though all out efforts to identify and start any new economically viable industrial or trading/real estate business for the company are continuing by the board. During the financial year 2023-2024 your company has made fresh investments in shares and securities aggregating to Rs.14.44 Crores (net of sales) and the fair market value of total investments in share and securities as on 31.03.2024 stood at Rs.31.81 Crores. However, your company did not make any major fresh lending of money and the total loans advanced as on 31.03.2024 stood at Rs.5.35 Crores (net of refunds) and which are considered good.

Further, during the year under review, the Company s revenue from operations net of taxes stood at Rs.158.52 lacs (previous year Rs.212.13 lacs) and the other income stood at Rs.281.42 lacs (previous year Rs. 232.19 lacs) and hence the total income stood at Rs.439.94 lacs (previous year Rs. 444.32lacs). The Other Comprehensive Income (OCI) for the year stood as Rs.21.32 lacs (previous year Rs. 25.62lacs). The total comprehensive income for the year stood at Rs.246.83 lacs (previous year Rs. 1702.21 lacs including exceptional income of Rs 1587.62 lacs realized by sale of its lpg bottling plant, at Uluberia, Howrah).Your Board continues to make its best possible efforts to improve the overall working and financial performance of your Company.

5. CHANGE IN NATURE OF BUSINESS OF THE COMPANY:-

During the year under review there has been no change in the nature of business of the company.

6. SHARE CAPITAL STRUCTURE OF THE COMPANY:-

During the year there has been no change in the share capital structure of the company be it the authorized equity share capital or issued and paid up equity share capital. The company s equity share capital structure as on 31.03.2024 stood as under:-

(A) Authorised Capital (Rs): 12,50,00,000 (consisting of 1,25,00,000 equity shares of Rs 10/- each, par value) (B) Issued, Subscribed and Paid up Capital (Rs): 12,50,00,000 (consisting of 1,25,00,000 equity shares of Rs 10/- each-par value fully paid ) .

Note: The Company does not have any preference share capital or any other type of equity share capital.

7. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR 31.03.2024 TILL THE DATE OF THIS BOARD REPORT:

None

8. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS AGAINST THE COMPANY:

None

9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO COMPANYS FINANCIAL

STATEMENTS:

In the opinion of the Board, the Company has adequate Financial Controls in place with respect to Company s Financial

Statements and Operations. Kindly refer to Annexure B of the Statutory Auditors report dated 7th May, 2024.

10. DETAILS OF NAMES OF COMPANIES WHICH HAVE BECOME OR CEASE TO BE THE COMPANYS SUBSIDIARY

COMPANIES/ JOINT VENTURE/ ASSOCIATE COMPANIES DURING THE YEAR UNDER REVIEW AND THEIR FINANCIAL PERFORMANCE:

The Company neither has nor had in the past any subsidiary, associate or joint venture Company.

11. FIXED DEPOSIT:

The Company has not accepted any deposits during the year from the Public under section 73 or 74 (Chapter V) of the Companies Act, 2013 nor did it receive the same in any of the previous years and hence there are no overdue/outstanding Deposits or any interest payable thereon and therefore the prescribed details under the Companies Act, 2013 are not required to be furnished.

12. STATUTORY AUDITORS:

M/s. C. K. Chandak & Co., Chartered Accountants, had been appointed as the Statutory Auditors of the Company for a period of five years beginning from financial year 2022-23 to 2026-27 (i.e. from conclusion of 36th AGM to 41stAGM) and as such they continue to hold the office.

13. AUDITORS REPORT:

The observations made in the Auditor s Report are self-explanatory and do not call for any further comments u/s 134(3)(f) of the Companies Act, 2013. The Auditors have not made any materially significant qualifications in their Report and their opinion is unmodified.

14. EXTRACT OF THE ANNUAL RETURN OF FINANCIAL YEAR ENDED 31.03.2024:

Pursuant to Section 92 (3) of the Companies Act, 2013 read with Section 134(3)(ca) of the Act read with Companies (Management & Administration) Amendment Rules, 2020 the Annual Return for the financial year 2023-24 is available at the Companys Official website at:www.ashirwadsteels.com.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS

AND OUTGOINGS.

With respect to the informations required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, with respect to conservation of energy and technology absorptions ; the company has nothing to report under these heads as company did not carry out any industrial activity during the year under review . The company did not have any export turnover during the year. The informations regarding foreign currency inflows and outflows are as under:-

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings/inflows: Nil (Previous Year: Nil)
Outgo/ outflows: Nil (Previous Year: Nil)

16. ANNUAL EVALUATION:

Pursuant to the provisions of the Sec 134(3)(p) of the Companies Act, 2013 and clause 2(f)(9) of chapter II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter in this board report called and referred to as "SEBI LODR REGULATIONS);your Board has carried out an annual performance evaluation of its own performance, the performance of each Individual Director as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees as per a suitably conceived manner. During the year under review, the Independent Directors had their exclusive meeting on 10.01.2024 inter alia, to discuss the Performance evaluation of Non Independent Directors and Board of Directors as a whole and also of the Managing Director and the Chairman of the Company and Evaluation of the quality of flow of information between the Management and Board for effective performance by the Board and the same were generally found to be satisfactory. As mandated by SEBI (LODR) Regulation 17(10); the Board as a whole has carried out the performance evaluation of each of the Independent Directors of the Company, without the participation of the particular Independent Director whose performance is being evaluated, and fulfillment of the prescribed criteria of their independence and the Board is satisfied with the same.

17. THE DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016

The company has not made any application under aforesaid bankruptcy code nor the company is facing any proceeding under the said Insolvency and Bankruptcy Code, 2016.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

As per criteria prescribed under section 135 of the Companies Act, 2013; the CSR is not applicable to the Company in respect of the financial year 2023-2024 covered under this Report. However, on it s own initiative the company during the FY 2023-2024 has spent Rs. 3.64 lacs( previous year Rs 10.83 lacs) on various social activities for the general benefit of the society and intends to continue it.

19. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel:

During the year under review; Mrs. Sushma Chhibbar, a non-executive director who was retiring by rotation but being eligible for reappointment ; was re-appointed as the director of the company through e-voting in the last 37th AGM held on 12th June, 2023. Further during the year; Shri Puranmal Agarwal had resigned from the board with effect from 28.06.23 ( taken on record by the board on 02.08.2023 ) after ably serving the company for a very long time due to personal reasons . Your board has a deep sense of gratitude for him for the invaluable services rendered by him during his long stint with company as a director and conveyed it s thanks to him.

Further in the financial year of 2023-2024; the Board has appointed Shri Vishesh chhibbar ( a non-executive director of the company) as full time executive director of the company in their meeting held on 03.05.2023 and his such appointment was duly approved and ratified by the members through a special resolution passed by the members through E-Voting in the 37th AGM held on 12.06.2023.

Further during the year; Shri Neeraj Chhabra, independent director, had completed his five years tenure on 17.1.2024 and had vacated his post and retired from the directorship with effect from 18.01.2024. The board coveys it s gratitude and thanks to him for his valuable services to the company during his tenure as an independent director of the company. The vacancy caused by his retirement/ completion of tenure was filled up by the board in it s meeting held in the current financial year on 15.04.2024 by appointing Shri Pravin Kumar Chhabra, as the new independent director for a tenure of five years (i.e. from 15.04.2024 to 14.04.2029) subject to his such appointment being approved and ratified by the members in the forthcoming 38th AGM scheduled for 24.06.2024.

Further, the present tenure of Shri Dalbir Chhibbar, as managing director of the company, is expiring on 16.05.2024 and the board in it s meeting held in the current financial year on 15.04.2024 has reappointed him for a further period of five years from 17.05.2024 to 16.05.2029 subject to such reappointment being approved and ratified by the members in the ensuing 38th AGM scheduled on 24.06.2024.

Shri Vishesh Chhibbar, executive director of the company, is retiring by rotation on the conclusion of the forthcoming 38th AGM of the company but being eligible has sought reappointment. Your Board recommends all the above three appointments and hence you are requested to kindly consider the same.

Further Mr. Ravi Shankar Singh ( ICSI membership no-ACS 69330 ) had resigned as the company secretary with effect from 10.08.2023 and the vacancy so caused was filled by the board in it s meeting held on 07.11.2023 by appointing Mrs Sonal Agarwal (ICICI membership no- ACS 68219 ) as the new Company Secretary and Compliance Officer with effect from the same day.

B) Declaration an Independent Director(s) and Re-appointment, if Any:

Declaration given by Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 has been received and taken on record.

20. BOARD MEETINGS HELD DURING THE YEAR:

During the year the Board of Director s Meetings were held on five occasions e.g. 03.05.2023, 02.08.2023, 16.08.2023, 07.11.2023 and 09.02.2024

21. AUDIT COMMITTEE, NOMINATION & REMUNERATION COMMITTEE, STAKEHOLDERS RELATIONSHIP

COMMITTEE:

There have been changes in the composition of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee of the company during the year under review and the particulars of the same have been stated in Annexure-I , report on corporate governance of this annual report . These committee however are functioning and attending to their duties with the existing members.

22. LOANS, GUARANTEES AND INVESTMENTS:

Regarding loans given by the Company and for the investments made by the Company during the year under review, ;please refer to the Note No.5 and10 respectively in the annual Financial Statements of Accounts. However, during the financial year under review the Company has not given any guarantee of any kind to any person or to any Bank or Financial Institution.

23. RELATED PARTY TRANSACTIONSAS PER SECTION 188(1) COMPANIES ACT, 2013:

The company has paid Rs. 9.00 lacs to a related party as office rent and has also paid Rs.12.00 lacs as remuneration to the Managing Director and Rs 7.15 Lakhs to Whole Time executive Director. These Related Party transactions are in the normal course and are not considered to be material and hence approval of the same from the shareholders is not required. Please refer to Form AOC-2 annexed with this Board Report and which forms part of it. The details of payment made to other related parties as defined under Ind-AS Accounting Standards are as per Note No 26(6)on the annual financial statements.

24. MANAGERIAL/DIRECTORS REMUNERATION:

The particulars of the same are as mentioned in the annexure -I ,Corporate Governance Report annexed to this Annual Board Report.

25. CORPORATE GOVERNANCE:

In conformance to the requirements of the Regulation 34(3) and Schedule V of Securities and Exchange Board of India (SEBI) Listing Regulations, 2015, the Corporate Governance Report for financial year 2023-24 is given in "Annexure-

I" which forms part of this annual board Report.

26. SECRETARIAL AUDIT REPORTAND SECRETARIAL COMPLIANCE REPORT AND COMPLIANCE WITH

PRESCRIBED SECRETARIAL STANDARDS:

Annual Secretarial Audit Report for the Financial year ended 31stMarch,2024, along with "Annexure- A", dated …..(in the prescribed Form No.MR-3) as given by the secretarial auditors, M/s Patnaik & Patnaik, Company Secretaries, is annexed hereto and forms part of this Board Report as "Annexure- II"

The Secretarial Compliance report dated 03rd May, 2024 for the financial year ended 31stMarch, 2024, in relation to compliance of applicable SEBI Regulations/Circulars/guidelines issued there under, pursuant to requirement of regulation 24A of listing regulations; as issued by the aforesaid secretarial auditors is also annexed as "Annexure- III" and forms part of this Board report.

The company has complied with all Secretarial Standards as prescribed by Institute of Company Secretaries of India being Secretarial Standard- 1 and Secretarial Standard- 2.

27. RISK MANAGEMENT POLICY:

The Company has, laid down procedures to inform the Board of Directors about Risk Assessments and it s minimization procedures. The Board has also framed and implemented the Risk Management Plan for the Company to the extent it was possible, feasible and practical. The formation of Risk Management Committee is not applicable to the Company as the requirement is applicable to only top 1000 listed entities on the basis of market capitalization on BSE Ltd. as per Regulation 21 of SEBI LODR REGULATIONS, 2015.

28. DISCLOSURES ABOUT REMUNERATION TO DIRECTORS VIS-A-VIS EMPLOYEES AND OTHER PARTICULARS

AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT 2013 READ WITH RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

A. During the year a remuneration of Rs 12,00,000/- was paid to Managing Director, Rs 7,15,000/- was paid to the executive director and Director s sitting fees of Rs.36,000/-was paid to the Independent Directors for attending the

Board Meetings and none of the other directors received any remuneration and therefore, the computation of ratio of remuneration of each Director to the median remuneration of the employees of the Company are not furnished. The remuneration paid and/or payable to the Key Managerial Personnel s is very reasonable and commensurate with their performances and overall work load. The remuneration paid to the employees is as per the remuneration policy of the Company, which is dynamic in nature and changes as per changing times and as per the financial performance of the Company and of an individual employee including their work experience, competency, job profile, skill and seniority.

B. No employee of the Company during the financial year was in receipt of remuneration aggregating to Rs.102 lacs or more if employed for the whole year and Rs. 8.5 lacs per month if employed for a part of the financial year. No employee of the Company is holding 2% or more of the Equity Shares of the Company. The number of permanent employees as at year-end was six and the ratio of remuneration paid to Managing Director and executive director to median remuneration of the employees was 1.38:1 .

29. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

&REDRESSAL) ACT, 2013:

The Board of Directors and/or the Management of the Company have not received any complaint on this account from any of the employees of the Company or from any other person.

30. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, states:-

(i) That in the preparation of the annual accounts for the financial year ended 31stMarch, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2024 and of the profit of the Company for that period.

(iii) That 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.

(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch, 2024 on a going concern basis.

(v) That the Directors had laid down internal financial controls, which are to be followed by the Company, and that such internal financial controls are adequate and were operating effectively.

(vi) That the Directors had devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

31. ACKNOWLEDGEMENT:

Your Directors would like to convey their sincere appreciation for the assistance and co-operation received from the stakeholders during the year under review. Your Directors also wish to place on record their appreciation for the services and contribution of the employees.

Place: Kolkata For and on behalf of the Board
Dated: 07th, May, 2024 Ashirwad Steels & Industries Limited
Dalbir Chhibbar Vishesh Chhibbar
Managing Director Whole Time Director
(DIN:00550703) (DIN: 03553892)