Ashoka Metcast Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2020.

1. FINANCIAL SUM MARY/HIGHLIG HTS OF PERFORMANCE OF THE COMPANY:

Financial Results

Standalone Consolidated
Particulars Year ended 31/03/2020 Year ended 31/03/2019 Year ended 31/03/2020 Year ended 31/03/2019
Total Revenue 197.83 23.92 2206.10 28.40
Expenditure 199.14 29.58 2169.07 33.21
Profit before Depreciation (1.31) (5.66) 37.03 (4.81)
Depreciation 2.99 2.39 27.23 3.56
Profit/(Loss) before Tax (4.3) (8.05) 9.80 (8.37)
Extraordinary/Exceptional items - - - -
Provision for Taxation
Income Tax - - - -
Deferred Tax (1.08) 0.31 2.45 0.35
Share in Associate N.A. N.A. (4.84) (10.66)
Profit/(Loss) after Tax (3.22) (8.36) 2.51 (19.38)

2. PERFORMANCE:

The Company is into the business of trading of steel, trading of goods and others. Revenue from operations during the year has increased substantially and the loss incurred has reduced as compared to previous year. However, considering the growth of the steel industry, the management is optimistic about the promising prospect for the Company.

3. DIVIDEND:

Due to loss during the year, the Company is not able to declare Dividend.

4. TRANSFER TO RESERVE:

Reserves & Surplus at the end of the year stood at 1057.83 Lacs as compared to 1058.20 Lacs at the beginning of the year.

5. SHARE CAPITAL:

At present, the Company has only one class of shares - equity shares with face value of 10/- each. The authorised share capital of the Company is divided into 1,10,00,000 equity shares of face value of 10/- each amounting to 11,00,00,000/- and issued, subscribed and paid up equity capital is divided into 1,07,10,000 equity shares of face value of 10/- each amounting to 10,71,00,000/-.

6. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

The activities carried out by the Company are not power intensive and the cost of the energy is insignificant. The Company has not imported any technology during the year and there are no plans to import any kind of technology in near future and hence information regarding its absorption is not applicable. There were no research activities carried out during the year as well as no foreign exchange income or outgo during the year.

Annual Report 2019-2020

ASHOKA METCAST LIMITED

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

It is pertinent to note that Due to COVID-19 pandemic, the nationwide lockdown was imposed from 23rd March, 2020 which was further extended by various announcements made by the Central and State Government around the time. Manufacturing facility of the Companys wholly owned subsidiary was shut down during the lockdown period as the Company and its Subsidiary were not part of Government denominated indispensable services. Subsidiarys manufacturing plant has resumed operations from May 10, 2020 and the Company started its operations from May 18, 2020. The Company has made assessment of its liquidity position for the financial year 2020-21 and the recoverability and carrying value of its assets comprising property, plant and equipment, intangible assets, right of use assets, investments, inventory and trade receivables. Based on current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. The situation is changing rapidly giving rise to inherent uncertainty around the extent and timing of the potential future impact of the COVID-19 which may be different from that estimated as on balance sheet date. The Company has made detailed disclosure of COVID-19 impact on the Company under Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements), Regulation, 2015 read with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/84 dated May 20.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No material order has been passed by the Regulators/Court or Tribunals which can impact the going concern status and Companys operation in future.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Rhetan Rolling Mills Private Limited formerly known as Shree Ghantakarna Rolling Mills Private Limited is Wholly Owned Subsidiary and Vivanza Biosciences Limited is an associate company of the Company.

There are no joint venture companies of the Company. There has been no material change in the nature of the business of the subsidiary.

As required under Rule 8 (1) of the Companies (Accounts) Rules, 2014, the Boards Report has been prepared on standalone financial statements and a report on performance and financial position of the subsidiary/associate included in Form AOC - 1 is attached herewith as ANNEXURE-I (A).

In accordance with third proviso of Section 136 (1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.ashokametcast.in. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company Secretary at the Companys registered office.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 read with Rule 8 (1) of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of your Companys subsidiary in Form AOC-1 is attached to the Financial Statements.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

12. MEETING OF BOARD OF DIRECTORS:

During the year under the review, 6 (Six) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder.

The Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

10

The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

Details of Board meetings held during the year and attendance of directors thereat is as under:

Date of Board Meeting

Directors who attended the meeting

24/04/2019 Shalin A. Shah Ashok C. Shah Payal P. Pandya Chitra J. Thaker
22/05/2019 Shalin A. Shah Ashok C. Shah Payal P. Pandya Chitra J. Thaker
31/08/2019 Shalin A. Shah Ashok C. Shah Payal P. Pandya Chitra J. Thaker
14/11/2019 Shalin A. Shah Ashok C. Shah Payal P. Pandya Chitra J. Thaker
27/01/2020 Shalin A. Shah Ashok C. Shah Payal P. Pandya Chitra J. Thaker
12/02/2020 Shalin A. Shah Ashok C. Shah Payal P. Pandya Chitra J. Thaker

13. COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board constituted some of its Committees.

AUDIT COMMITTEE: The Company constituted its Audit Committee comprising of following Directors:

Sr. No. Name & DIN of the Director Status Category
1 Ms. Payal Pandya (DIN: 07658223) Chairperson Non - Executive and Independent Director
2 Ms. Chitra Thaker (DIN: 07911689) Member Non - Executive and Independent Director
3 Mr. Shalin Shah (DIN: 00297447) Member Executive and Non - Independent Director

Attendance of each member of the Audit Committee:

Committee Members Meetings held Meetings attended
Ms. Payal Pandya 4 4
Ms. Chitra Thaker 4 4
Mr. Shalin Shah 4 4

NOMINATION AND REMUNERATION COMMITTEE: The Company is having a Nomination and Remuneration Committee comprising of following Directors:

Sr. No. Name & DIN of the Director Status Category
1 Ms. Chitra Thaker (DIN: 07911689) Chairperson Non - Executive and Independent Director
2 Ms. Payal Pandya (DIN: 07658223) Member Non - Executive and Independent Director
3 Mr. Ashok Shah (DIN: 02467830) Member Non - Executive and Non - Independent Director

One meeting of Nomination and Remuneration Committee was held during the year and all members had attended the meeting.

STAKEHOLDERS RELATIONSHIP COMMITTEE: The Company is having a Stakeholders Relationship Committee comprising of following Directors:

Sr. No. Name & DIN of the Director Status Category
1 Ms. Payal Pandya (DIN: 07658223) Chairperson Non - Executive and Independent Director
2 Ms. Chitra Thaker (DIN: 07911689) Member Non - Executive and Independent Director
3 Mr. Ashok Shah (DIN: 02467830) Member Non - Executive and Non - Independent Director

Attendance of each member of the Stakeholders Relationship Committee:

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Committee Members Meetings held Meetings attended
Ms. Payal Pandya 4 4
Ms. Chitra Thaker 4 4
Mr. Ashok Shah 4 4

14. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.

15. INSURANCE:

All the Properties of the Company are adequately insured.

16. RELATED PARTY TRANSACTIONS:

Details of the related party transactions entered at arms length are given in Form AOC-2 attached as ANNEXURE-I (B) to the Financial Statements.

Related Party disclosure under regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:

Sr. No. Disclosure of loans / advances / investments / Outstanding during the year As at 31st March, 2020 Maximum amount during the year
1 Loans and advances in the nature of loans to subsidiary 95135000 95135000
2 Loans and advances in the nature of loans to associate 0 0
3 Loans and advances in the nature of loans to firms/companies in which directors are interested 0 0

Further, transactions if any of the Company with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity are given in the notes to the Financial Statements.

17. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning. No director has been appointed or resigned from the Board during the year.

Mrs. K. C. Parikh has been appointed as Chief Financial Officer of the Company on April 24, 2019 and she resigned from the post of Chief Financial Officer on July 31, 2019. Mr. Subha R. Dash has been appointed as Chief Financial Officer of the Company on June 9, 2020.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ashok C. Shah (DIN: 02467830) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

18. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions (b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals and achievements

- Professional Conduct, Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director. No remuneration is paid to any of the Directors of the Company including Managing Director.

20. MANAGERIAL REMUNERATION:

The Company had not paid any remuneration to the Managing Director or any sitting fees to Non-Executive Directors for attending any meetings during the financial year ended 31st March, 2020.

21. INDEPENDENT DIRECTORS MEETING:

Independent Directors of the Company had met during the year under the review on March 14, 2020. The Independent Directors in its meeting reviewed and considered:

1. The performance of Non-Independent Directors and the Board of Directors;

2. The performance of the Chairperson of the Company;

3. Assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

22. COMMITTEES OF THE BOARD:

There are currently Three Committees of the Board as enumerated hereunder:

1. Audit Committee

2. Nomination and Remuneration Committee and

3. Stakeholders Relationship Committee

23. AUDITORS:

A. Statutory Auditors

Resolution appointing M/s. Sunil Poddar & Co., Chartered Accountants, Firm Regd. No. 110603W as statutory auditors of the Company for a term of five years to hold office till the conclusion of the Annual General Meeting to be held in 2024 was passed by the shareholders of the Company in its Annual General Meeting held on September 28, 2019.

The Members may note that consequent to the changes in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s. Sunil Poddar & Co., Chartered Accountants, Firm Regd. No. 110603W as the Auditors of the Company, by the Members at the ensuing AGM.

The Report given by the Auditors on the financial statements of the Company is a part of the Annual Report. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Chintan K. Patel, Practicing Company Secretary, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV.

The observations of the Secretarial Auditor in the Secretarial Audit Report are self-explanatory and therefore do not call for any further comments.

24. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Financial Control System, appropriate considering the size and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

25. RISK MANAGEMENT:

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

26. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct.

27. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

The Company has adopted and amended its Code of Conduct for Prevention of Insider Trading w.e.f. April 1, 2019 pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

28. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. 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 at the end of the financial year 31st March, 2020 and of the profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis;

v. 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, and

vi. 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.

29. CORPORATE GOVERNANCE:

As per Regulation 15(2)(b)of the SEBI Listing Regulations, compliance with the corporate governance provisions as specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V, shall not apply to the Company. The Certificate of the non applicability of submission of Report on Corporate Governance is attached as Annexure - V to the Directors Report.

30. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under section 135 of Companies Act, 2013 hence details regarding policy on Corporate Social Responsibility is not applicable to the Company.

31. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the generous commitment, dedication, hard work and significant contribution made by employees at all levels for the development of the Company. Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.

Place: Ahmedabad For and on behalf of the Board
Date: September 4, 2020 Ashok C. Shah Shalin A. Shah
Director Managing Director
DIN: 02467830 DIN: 00297447