Vaswani Industries Ltd Directors Report.

To

The Members,

Your Directors have the pleasure in presenting the 18th Annual Report on the business and operations of the Company along with the Audited Financial Statements of the Company for the financial year ended March 31, 2021.

FINANCIAL RESULTS

Your Companys performance for the financial year ended 31st March, 2021 is summarized below

Sl. No. Particulars

For the financial year ended (Standalon

2020-2 2019- 0
I Revenue from operation 31433.77 35244.12
II. Other income 46.53 208.12
III Total income from operation 31480.30 35452.24
IV Total expenses 30966.04 35435.85
V EBITDA 1887.79 1579.79
VI Profit before exceptional items and tax 514.26 16.38
VII Exceptional items - -
VIII Profit after exceptional items but before tax 514.26 16.38
IX Tax expense 108.08 268.53
X Profit for the year 406.19 (252.14)
XI Total other comprehensive income 14.74 774.91
XII Total comprehensive income for the year (comprising profit and other comprehensive income for the year) 420.93 522.77

FINANCIAL HIGHLIGHTS

During the year, the revenue from operations of your Company on standalone basis has decreased to f 31433.77 Lacs as compared to f 35244.12 Lacs during previous financial year 2019-2020. Despite of slight down fall in revenue we had been able to maintain higher EBITDA ratio as company to Fy. 2019-20

The Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortization (EBITDA) on standalone basis stood at f 1887.79 Lacs as compared to f 1579.79 Lacs during previous year. The Net profit on standalone basis stood at f 406 Lacs as compared to a net profit of f 252.14 Lacs during previous year. Despite several macroeconomic headwinds, volatile market environment and operational challenges, the Company delivered a robust performance both in terms of profitability and turnover driven by a strong focus on operational excellence and market diversification.

Production at a Glance

Particulars 31.03.2021 31.03.202 d 31.03.2019 31.03.2018 31.03. 017
Installed capacity
Sponge Iron MT 90000 90000 90000 90000 90000
Steel Billets/Ingots MT 66000 66000 66000 66000 66000
Power MW 11.5 11.5 11 .5 1 1.5 11.5
Production
Sponge Iron MT 65708.580 73783.290 77627.060 61910.050 78100.39
Steel Billets/Ingots MT 46379.382 47042.290 45331.895 45597.825 56151.699
Power in UNITS 62813400 60763000 66433500 63149900 66332400

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 pro-fit to general reserve during the financial year 2020-21.

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

During FY2020-21, there was no change in the Authorised Share Capital of the Company. As at the end of FY2020-21, the Authorised 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/- each. 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.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, IND AS is applicable to the Company from the Financial Year commencing from April 01, 2017. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2021. Financial Statement has been prepared as per applicable Ind-AS.

CHANGES IN NATURE OF BUSINESS:

The Company has been engaged in the business of manufacturing & trading of Iron Ore Pellets, Sponge Iron, Steel Billets, HB Wires and generation of Power. There is no change in the nature of Business of the Company during the Financial Year 2020-21 .

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

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-B 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.

COST AUDITORS

In accordance with the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to get its cost accounting records audited by a Cost Auditor. The Board has appointed M/s Sanat Joshi & Associates, Cost Accountants, for this purpose for FY 2020-21. The Company maintains cost records as specified under Section 148 of the Act and gets them audited. The Cost Audit Report for the FY 2019-20 does not contain any qualification, reservation or adverse remark. The remuneration payable to the Cost Auditors for the Financial Year 2020-21 shall be placed for ratification by members at the ensuing Annual General Meeting in terms of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

INTERNAL COMPLAINT REGARDING SEXUAL HARRASSMENT

There were no cases of sexual harassment of woman at work place. Also, there are no instances of child labour/ forced labour/ involuntary labour and discriminatory employment during the year

BOARD COMMITTEES

Details of Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee & and Committee of Directors have been disclosed under Corporate Governance Report. Board of Directors has reconstituted all the above Committees and the same has been disclosed under Corporate Governance Report.

PARTICULARS OF THE EMPLOYEES

Information pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure- III. 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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

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.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report is part of the Annual Report and is annexed herewith as ANNEXURE-I & J. A report on Corporate Governance together with the Auditors Certificate regarding the compliance of conditions of Corporate Governance is part of the Annual Report

DETAILS OF POLICIES

(i) Nomination and Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the SEBI LODR, the Board of Directors on the recommendation of the Nomination and Remuneration Committee has approved the (i) Policy for nomination and selection of Independent Directors and Non- Executive Non-Independent Directors and (ii) Remuneration Policy is annexed as "Annexure-G" The said policies may be accessed on your Companys website at the link.

(ii) Risk Management Policy

Business Risk Evaluation and Management is an ongoing process within the Organization. Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board has framed a Risk Management Policy for the Company. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. At present the company ha s not identified any element of risk which may threaten the business (or) existence of the company. Company has formulated a policy on Risk Management. The Policy is formulated in compliance with Regulation 17(9)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and provisions of the Companies Act, 2013 ("the Act"), which requires the Company to lay down procedures about risk assessment and risk minimization. The web link to the Risk Management Policy is as under: https://www.vaswaniindustries .

(iii) Whistle Blower Policy

The Board of Directors have established Whistle Blower Policy and Code of Conduct for the directors & employees of the Company as required under the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its powers) Rules, 2014. The said Policy has been properly communicated to all the directors and employees of the Company through the respective departmental heads and the new employees shall be informed about the Vigil Policy by the Personnel Department at the time of their joining. Managing Directors declaration regarding compliance of Code of Conduct by Board Members and Senior Management personnel is annexed as "Annexure-A"

SECRETARIAL AUDITORS

The Board has appointed M/s. Satish Batra & Associates Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2020-21. In terms of Regulation 24A of SEBI LODR, the Secretarial Audit Report for the Financial Year ended March 31, 2021 is

annexed herewith as Annexure - II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

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.

T he 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.

The criteria for the performance evaluation of the Board of Directors includes aspects such as its composition and structure, and the effectiveness of its processes, information flow and functioning. The criteria for the performance evaluation of individual Directors includes aspects, such as the Directors contribution to the Board of Directors and Committee meetings, including preparation on the issues to be discussed as well as meaningful and constructive contribution and inputs during meetings. In addition, the Chairperson is evaluated on the key aspects of his role.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

A separate meeting of Independent Directors was also held to review the performance of Managing Director, performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

CODE OF CONDUCT

Your Company has adopted a Code of Conduct for members of the Board (incorporating duties of Independent Directors) and the Se nior Management. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company. Your Compa ny has received confirmations from all concerned regarding their adherence to the said Code.

Pursuant to Regulation 17(5) of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr, Yashwant Vaswani Chairman & Director and Mr. Mr. Kushal Vawsani , Chief Financial Officer confirmed compliance with the Code by all members of the Board and the Senior Management.

The full text of the Code is hosted on the Companys website www.vaswaniindustries.com

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has adopted a Code of Conduct for Prevention of Insider Trading and Code of Practices and procedures for Fair Disclosure of Unpublished Price Sensitive Information (hereinafter referred to as the "Code of Conduct" as per Securities and Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations, 2015. All Directors, Designated Employees who could have access to the Unpublished Price Sensitive Information of the Company are governed by the Code. During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015. The full text of the Code is hosted on the Companys website www.vaswaniindustries.com.

NUMBER OF BOARD MEETINGS

Ten (10) meetings of the Board of Directors of the Company were conducted during the financial year and also 10 Board me etings of the Audit Committee of the Board of Directors were conducted during the financial year. The details of board/committee/shareholders meetings are provided under the Corporate Governance Report which forms part of the Annual Report

AUDIT COMMITTEE

The Audit committee of the Company as on the date of this report is constituted of following Directors:

Name Designation Categor
Mr. Ashok Kumar Suri Chairman Independent
Mrs.Satyawati Parashar Member Independent
Mr. Rituraj Peswani Member Independent
Mr. Yashwant Vaswani. Member Executive

Constitution of the Audit Committee is in compliance with requisite provisions of the Companies Act, 2013 and rules made thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws, rules and regulations.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company as on the date of this report is constituted of following Directors

Name Designation Catagory
Mr. Ashok Kumar Suri Chairman Independent
Mrs. S atyawati Parashar Member Independent
Mr. Rituraj Peswani Member Independent

Constitution of the Nomination and Remuneration Committee is in compliance with requisite provisions of the Companies Act, 2013 and rules made thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws, rules and regulations

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company as on the date of this report is constituted of following Directors

Name Designation Catagory
Mr. Ashok Kumar Suri Chairman Independent
Mrs. S atyawati Parashar Member Independent
Mr. Rituraj Peswani Member Independent

Constitution of the Stakeholder Relationship is in compliance with requisite provisions of the Companies Act, 2013 and rules made thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws, rules and regulations

RISK MANAGEMENT COMMITTEE

In compliance with the requirements of Regul

ation 21 of the SEBI LODR, Board of Directors of the Company, has constituted the Risk Management Committee with the following Directors:

Name Designation Catagory
Mr. Ash ok Kumar Suri Chairman Independent
Mrs. Satyawati Parashar Member Independent
Mr. Rituraj Peshwani Member Independent

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

C.G. Ispat Private Limited is a Associate Company of Vaswani Industries Limited within the meaning of Section 2(6) of the Companies Act, 2013 ("Act") as on 31st March, 2021. 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-E" and is attached to this Report

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operations. However, Members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company. The details of establishment of the Vigil Mechanism Policy is displayed on the website of the Company www.vaswaniindustries.com

KEY MANAGERIAL PERSONNEL

Ms Jaya Nagdeo, was appointed as Company Secretary and Compliance Officer of the Company w.e.f. November 10, 2020 to fill the vacancy caused due to resignation of Ms. Ragini Shukla, Company Secretary of the Company.

EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT-9 in terms of the provisions of Section 92 (3) of the Companies Act, 2013 is annexed herewith as Annexure D and is also posted on the website of your Company which can be accessed at the link:

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sanjay Jadhwani, Non-executive Independent Director, ceased to be director of the Company w.e.f. 14.02.2021, and Mr. Rituraj Peswani Appointed as a Non -Executive Independent Director w.e. f 19.05.2021

On the recommendations of NRC, the Board approved the appointment of Mr. Rituraj Peswani , as an Additional Director w.e.f. May 19, 2021 and also, subject to the approval of shareholders, approved his appointment as Independent Director for a period of 5 years w.e.f. May 19, 2021. The Board of Directors, on the recommendations of NRC, approved the appointment of Mr. Rituraj Peswani as an Additional Director in the category of an Independent Director w.e.f. May 19, 2021

Brief resumes of the abovementioned Directors being appointed / re-appointed, nature of their expertise in specific functional areas, details of Directorship in other companies, membership / chairmanship of committees of the board and other details, as stipulated under Regulation 36(3) of SEBI LODR and Secretarial Standard - 2 issued by The Institute of Company Secretaries of India, are given in the Notice forming part of the Annual Report.

All Independent Directors have given declaration to the Company that they meet the criteria of independence as provided in Section 149(6) of the Act, and Regulation 16 of SEBI LODR. The Independent Directors have also confirmed that they have compiled with Companys Code of Conduct for Board Members and Senior Management. Further, all the Directors have also confirmed that they are not debarred to act as a Director by virtue of any SEBI order.

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 thereunder 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 - F 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.

PERSONNEL, INDUSTRIAL RELATIONS AND MARKETING

The Companys HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity: to contribute to developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel. Industrial relations have remained harmonious throughout the year.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director of the Company confirming that he/ she met with the criteria of independence as laid out in subsection (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

MATERIAL CHANGES / INFORMATION:

Following material changes have taken place after the closure of the financial year up to the date of this report which may have substantial effect on the business and financial of the Company.

a. Appointment of Mr. Rituraj Peshwani as Independent Director of the Company w.e.f 19th May, 2021.

b. Appointment of Ms. Sunita Thakur, appointed as a company Secretary of the Company w.e.f. 16th July, 2021.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy a re included in Management Discussion and Analysis Report, which forms part of this report.

FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources

REGULATORY STATEMENT

In conformity with provision of regulation 34(2)(c) & 53(b) of SEBI (LODR), Regulations 2015, the Cash Flow Statement for the year ended 31.03.2021 is annexed hereto. The equity shares of the Company are listed on the BSE Ltd. and the National Stock Exchange of India Ltd. (NSE). The Company has paid listing fees for the year 2021-22 to above stock exchanges

BOARD DIVERSITY

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Company follows diverse Board structure.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to directors responsibility statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, 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, 2021 and of the profit of the Company for the year ended on that date;

c) 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;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

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.

STATUTORY AUDITORS AND AUDITORS REPORT

M/s. Amitabh Agrawal & Co., Chartered Accountants, (Firm Regn. No. 006620C) were appointed at the 15 th Annual General Meeting of the Company held on 30th October , 2018, for a period of five consecutive years until the conclusion of the 20th Annual General Meeting of the Company. The ratification of their appointment, pursuant to Section 139 of the Companies Act, 2013, is not required, in terms of Notification No. S.O. 1833(E) dated May 7, 2018, issued by the Ministry of Corporate Affairs and accordingly, the item will not be included in the Notice of the ensuing Annual General meeting of the Company. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. The Notes on financial statement referred to in the Auditors Report are selfexplanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. During the year under review, the Statutory Auditors have not reported any incident related to fraud to the Audit Committee or the Board under section 142 (12) of the Act.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the valuable support and cooperation as received from government authorities, Financial Institutions and Banks during the year. Directors are also thankful for the support extended by Customers, Suppliers and contribution made by the employees at all level. Directors would also like to acknowledge continued patronage extended by Companys shareholders in its entire endeavo r

By order of the Board of Director
For Vaswani Industries Limite d
Place: Raipur (C. G.) Yashwant Vaswani
Date: 03.09.2021 (CHAIRMAN)
DIN: 01627408