Vaswani Industri Director Discussions


To

The Members,

Vaswani Industries Limited,

Raipur, Chhattisgarh

The Directors have pleasure in submitting their 20th Annual Report of the Company together with the Audited financial Statements for the year ended 31st March, 2023.

FINANCIAL RESULTS

The Companys financial performance for the year under review along with previous years figures is given hereunder:

Rs. In Lacs

Particulars For the financial year Ended(Standalone)
2022-23 2021-22
Revenue From Operation 39185.36 37442.07
Other Income 164.80 78.37
Total Income from Operation 39350.16 37520.44
Total Expenses 38275.39 36798.26
Profit before Interest, Depreciation, Tax and Amortization (EBIDTA) 2295.82 1974.94
Profit before exceptional items and tax 1074.77 722.18
Exceptional items - -
Profit after exceptional items but before tax 1074.77 722.18
Tax expenses 473.64 279.91
Profit after tax (PAT) 601.13 442.27
Total other comprehensive income -19.12 0 4. 1 3
Total comprehensive income for the year (comprising Profit and other comprehensive income for the year) 582.01 446.40
Paid up share capital (par value @Rs. 10/-each fully paid up) 300.00 300.00
Earning per equity share[par value Rs. 10 each] [I] Basic 2.00 1.47
[II] Diluted 2.00 1.47

FINANCIAL HIGHLIGHTS

During the year, the revenue from operations of your Company on standalone basis has increased to Rs. 39185.36 Lacs as compared to Rs. 37442.07 Lacs during previous financial year 2021-2022. The company has maintained EBITDA, the Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortization (EBITDA) on standalone basis at ^ 2295.82 Lacs as compared to ^ 1974.94 Lacs during previous year. The Net Profit on standalone basis stood at ^ 601.13 Lacs as compared to a net Profit of ^ 442.27 Lacs during previous year. The performance of the Company was satisfactory during the Year.

The detailed comments on the operating and financial performance of the Company, during year under review have been given in the Management Discussions & Analysis.

OUTLOOK AND BUSINESS

The upcoming fiscal year is anticipated to persistently face hurdles such as a deceleration in economic expansion, a dip in demand, elevated costs of input commodities, rising power and fuel expenses, interruptions in the supply chain, and amplified freight charges. The prospective outlook is predicted to be a blend of favorable circumstances and obstacles, with the companys ability to adapt and make proactive changes in response to the continually shifting macroeconomic landscape standing as pivotal.

DIVIDEND AND TRANSFER TO RESERVE

In view of conserving resources of the Company for future plan and to strengthen its fund and liquid position, Directors are unable to recommend any dividend. The company has transferred 10% of the profit to general reserve during the financial year 2022-23.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2023 and to the date of the report.

Further, it is hereby confirmed that there has been no change in the nature of business of the Company. The Company has been engaged in the business of manufacturing & trading of Sponge Iron, Steel Billets, HB Wires, Iron Ore Pellets and generation of Power.

ENVIRONMENT

The company is wholeheartedly dedicated to upholding quality standards while also prioritizing environmental preservation. It remains steadfast in its mission to achieve environmental sustainability and maintain ecological equilibrium. This commitment is reflected in its practices of curtailing and regulating process emissions, minimizing waste generation, and reducing energy, water, and raw material consumption. Ongoing efforts include regular environmental monitoring, real-time tracking of emissions and effluents, as well as the treatment and recycling of process effluents. Furthermore, the company has effectively optimized the utilization of fly ash. With unwavering determination, the company persistently advances initiatives aimed at addressing global environmental concerns, such as climate change and global warming, by actively harnessing alternative energy sources.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

SHARE CAPITAL

CAPITAL STRUCTURE:

During FY 2022-23, there was no change in the Authorized Share Capital of the Company. As at the end of FY 2022-23, the Authorized Share Capital of the Company was Rs. 35,00,00,000/ comprising of 3,47,50,000 Equity Shares of Rs.10/- each and 2,50,000 Non Cumulative Preference Shares of Rs.10/- e ach. The Paid-up Share Capital is Rs. 30,00,00,000/- comprising of 3,00,00,000 Equity Shares of Rs.10/- each. There was no change in share capital of the Company during the financial year under review.

BRIEF DESCRIPTION ABOUT COMPANYS OPERATIONS

The principal activity of the company is to undertake manufacturing of iron and steel products including bar, rods, structures, bright bars, pipes, Sheets etc.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend

declared and paid last year.

EXTRACT OF ANNUAL RETURN

The copy of draft Annual Return as required under Section 92(3) and Section 134(3)(a) of the Act has been placed on the website of the Company.

PUBLIC DEPOSIT

The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year. However the company has accepted unsecured loan from its sister concern body corporate which qualifies the exemption under section 73 of the Companies Act 2013, more particularly detailed in the financial statement.

CONSERVATION OF ENERGY & TECHNICAL ABSORPTION & FOREIGN EXCHANGE EARNING OUTGO The information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as ANNEXURE-I to this Directors report.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED

No disclosure is required under Section 67 of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

CORPORATE SOCIAL RESPONSIBILITY

The Companys steel plant is situated in the village of Sondra, within the Siltara Industries Area in Raipur. This location is approximately 15 kilometers away from Raipur City. The Company is steadfastly committed to fulfilling its CSR obligations in accordance with its CSR Policy, focusing on comprehensive implementation within the vicinity of its manufacturing facilities. All CSR endeavors and initiatives are under the vigilant oversight of the Board/Committee and are executed internally by the Company.

A selection of the Companys notable contributions to socioeconomic advancement, education, and healthcare includes:

1) Advancement of Education - Facilitating the provision of furniture for Pt. Shyama Charan Shukl Government College in Dharsinva, Raipur.

2) Sports Workshop - Orchestrating training workshops for aspiring boxers in Raipur, fostering sports development.

3) Contribution to PM CARES Fund - Demonstrating solidarity by contributing to the PM CARES Fund.

The Company remains dedicated to creating a positive impact through these initiatives, enriching the lives of those in the surrounding communities.

ANNUAL REPORT ON CSR ACTIVITIES:

The Annual Report on CSR activities initiated and undertaken by the Company during the year under review is annexed herewith as an ANNEXURE-II

AUDIT

Statutory Auditors And Auditors Report

M/s Amitabh Agrawal & Co., Chartered Accountants, (Firm Regn. No. 006620C), were appointed as the Statutory Auditors of the Company for a tenure of 5 (five) years, to hold office from the conclusion of the 15th AGM held on 30th October, 2015 until the conclusion of the ensuing AGM. M/s. Amitabh Agrawals tenure of 5 (five) years as Statutory Auditors concludes at this ensuing AGM.

The Company has received confirmation from the Statutory Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

The Board of Directors of the Company on the recommendation of the Audit Committee has re-appointed M/s Amitabh Agrawal & Co, as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term 5 (five) years to hold office from the conclusion the ensuing AGM till the conclusion of 25th AGM of the Company to be held in the year 2028, subject to approval by the Members at the ensuing AGM.

The Board recommends to seek consent of its Members at the ensuing AGM on re-appointment of BSR as Statutory Auditors for tenure of 5 (five) years, to examine and audit the accounts of the Company during the said period.

The Statutory Auditors report does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards Report.

Cost Auditors

Pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 read with Companies (Audit and Auditors Rules, 2014, M/s Sanat Joshi & Associates, Cost Accountants, Raipur have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2023-24. The remuneration proposed to be paid to them requires ratification by the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

Secretarial Auditors

The Board has appointed M/s. Mayank Arora & Company, Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2022-23. In terms of Regulation 24A of SEBI LODR, the Secretarial Audit Report for the Financial Year ended March 31, 2023 is annexed herewith an ANNEXURE - III to this Report.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

BOARD EVALUATION

During the financial year, formal annual evaluation of the Board, its committees and individual Directors was carried out pursuant to the Board Performance Evaluation Policy of the Company and under the provisions of the Companies Act 2013, relevant Rules and the Corporate Governance requirements as prescribed under Regulation 17 of Listing Regulations, 2015 and the circular issued by SEBI with respect to Guidance Note on Board Evaluation from time to time.

The performance of the Board and committees was evaluated after seeking inputs from all the Directors on the basis of the criteria such as Board/ committee constitutions, frequency of meetings, effectiveness of processes etc. The performance of individual Directors (including Independent Directors) was evaluated by the Board and Nomination & Remuneration Committee (excluding the Director being evaluated) after seeking inputs from all Directors on the basis of the criteria such as thought contribution, business in sights and applied knowledge.

As per stipulations in Para VII of the Code for Independent Directors in Schedule IV of the Act and as per SEBI (LODR), a separate meeting of the Independent Directors was held on 26th July, 2022 and was attended by all Independent Directors of the Company

NUMBER OF BOARD MEETINGS

The Board has met fourteen (14) times during the year ended 31st March, 2023. The details of the Board Meetings and other Committee Meetings held during the financial year 2022-23 with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:-

a) In the preparation of the annual accounts for the year ended 31st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The directors have 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 and of the profit and loss of the company for that period;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis; and

e) The directors have, in all material respects, implemented an internal financial controls system over financial reporting and such internal financial controls over financial reporting were adequate and operating effectively.

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

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations as required under the provisions of Section 149 (7) of the Companies Act, 2013 stating that they meet the eligibility criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, 2015, the Company has put in place a Familiarization Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company and nature of the industry in which the Company operates.

DIRECTOR AND KEY MANAGERIAL PERSONNEL

The following persons are the Key Managerial Personnel of the Company as per the provisions of Section 203 of the Companies Act, 2013

1) Mr. Yashwant Vaswani, Whole Time Director

2) Mr. Kushal Vaswani, Chief Financial Officer

3) Ms. Sakshi Agrawal, Company Secretary & Compliance officer

Ms. Riya Thourani was appointed as compliance officer-cum-Company secretary of the company on 23.09.2022. However she has resigned from the office of company secretary w.e.f. 17.03.2023.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Mr. Babu Lal Baghwar (DIN: 08430962), Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Mr. Satya Narayan Gupta (DIN: 09517381) was appointed as an Additional Director by the board of Directors of the Company w.e.f. 30.05.2022 and was regularized as Director (non-executive) at the Annual General Meeting held for the year 2021-22.

Mr. Chittaranjan Parida was appointed as an Additional Director (Non-Executive & Independent) on the Board of the Company w.e.f. 27.03.2023. However he resigned from the office of director w.e.f. 23.06.2023.

Ms. Satyawati Parashar (DIN: 00761009) (Non-Executive Independent Director) resigned from the office of director w.e.f. 07.06.2023.

Ms. Supriya Goyal was appointed as an additional director in the category of non- executive independent director w.e.f. 24.07.2023 and her term of office comes to an end at the ensuing Annual General Meeting.

Mr. Chittaranjan Parida was appointed as an additional director in the category of non- executive independent director w.e.f. 31.08.2023 and his term of office comes to an end at the ensuing Annual General Meeting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013

The particulars of loans, guarantees and investments by your Company under Section 186 of the Act are stated in Notes to Accounts, forming part of the Annual Report.

NOMINATION AND REMUNERATION COMMIITEE AND ITS POLICY

The Company has a Nomination and Remuneration Committee of Directors; Members of said Committee are Non-executive Directors and Independent Directors. Details of the role and responsibilities of the Committee, the particulars of meeting(s) held and attendance of the Members at such meeting(s) are given in the Corporate Governance Report. The Board has framed a Nomination and Remuneration policy which is available on the Company website.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Act and the SEBI Listing Regulations, 2015, a Vigil Mechanism and Whistle Blower Policy for Directors, employees and other stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company.

RISK MANAGMENT

During the year, the Company reviewed and strengthened its risk management policy and the risk management framework which ensures that the Company is able to carry out identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

Information pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as ANNEXURE- IV. Further, particulars of employees remuneration, as prescribed under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not attached with this report since there was no employee who was in receipt of excess remuneration as prescribed.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis report is part of the Annual Report and is annexed herewith as ANNEXURE-V. A report on Corporate Governance together with the Auditors Certificate regarding the compliance of conditions of Corporate Governance is part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS During the period under review there were no significant and material orders passed by the Regulators/Courts or Tribunals impacting the going concern status of the Company and its operations in future.

SUBSIDIARIES. ASSOCIATE AND IOINT VENTURE COMPANIES

C.G. Ispat Private Limited is an Associate Company of Vaswani Industries Limited within the meaning of Section 2(6) of the Companies Act, 2013 ("Act") as on 31st March, 2022. There are no other subsidiary companies or joint venture companies. There has been no material change in the nature of the business of the Associate Company. Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the Financial Statements of the Associate Companies in Form AOC-1 is furnished in ANNEXURE-VI and is attached to this Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered and executed during the year under review were at arms length basis. As per the provisions of Section 188 of the Companies Act, 2013 and Rules made there under read with Regulation 23 of SEBI LODR, your Company had obtained approval of the Audit Committee under omnibus approval route and / or under specific agenda before entering into such transactions. Particulars of contracts or arrangements entered into by your Company with the related parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed form AOC-2, is attached as ANNEXURE - VII to this Report. Your Directors draw attention of the members to notes to the financial statements which inter-alia set out related party disclosures. The Policy on materiality of related parties transactions and dealing with related parties as approved by the Board may be accessed on your Companys website at the link. In terms of Regulation 23 of the SEBI LODR, approval of the members for all material related party transactions will be taken at the ensuing AGM. The details pertaining to transaction with person or entity belonging the promoter/promoter group which holds 10% or more shareholding in the Company is mentioned in the Standalone Financial Statement.

DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

There are no applications made during the financial year 2022-23 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Companys internal control procedures includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organizations pace of growth and increasing complexity of operations. Details of internal control system and its adequacy are furnished in "Management Discussion & Analysis Report", forming part of this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Companys premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company does not have a formal Anti Sexual Harassment policy in place but has taken adequate measures including checks and corrections in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints

Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under the policy.

The following is a summary of sexual harassment complaints received and disposed off during the current financial year 2022-23.

No. of Complaints received: NIL
No. of Complaints disposed off: NIL

MAINTENANCE OF COST RECORDS:

The Company is required to maintain cost records of the Company as specified under Section 148 (1) of the Companies Act, 2013. Accordingly, the Company has properly maintained cost records and accounts.

STANDALONE ACCOUNTS

The Standalone financial statements for the year ended 31st March, 2023 have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together with the comparative period data as at 31st March, 2023 and for the previous year ended 31st March, 2022.

ACKNOWLEDGEMENT

Your Directors wish to thank all stakeholders, employees and business partners and Companys bankers for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

By order of the Board of Directors
For, Vaswani Industries Limited
Ritu Raj Peswani Place: Raipur
(Chairman) Date: 31.08.2023
DIN: 00040277