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EQUITY - MARKET SCREENER

Ashirwad Steels & Industries Ltd
Industry :  Steel - Sponge Iron
BSE Code
ISIN Demat
Book Value()
526847
INE338C01012
49.0872
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
34.84
26.56
EPS(TTM)
Face Value()
Div & Yield %
0.61
10
0
 

As on: Sep 27, 2022 04:30 AM

Your Directors present their 36th 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, 2022.

Current year Previous year
(31.03.2022) (31.03.2021)
(Rs in Lakhs) (Rs in Lakhs)
1. SUMMARY OF FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY:
Income from Operations (Including other Income) 412.51 475.50
Profit/(Loss) before and also after exceptional and Extra-ordinary items and before taxes 477.56 (34.81)
Add / (Less): Tax Expenses for the year 71.44 0.12
Add / (Less): Deferred Income Tax (Assets) (55.68) (3.32)
Net Profit /(Loss) for the year after tax 461.80 (31.49)
Add: Other Comprehensive income 29.29 100.35
Total Comprehensive income (including Post Tax Profit/(Loss) for the year) 491.09 68.86

2. DIVIDEND:

Your Directors do not recommend any dividend for the year under review.

3. RESERVES

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

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

The company s overall working performance during the financial year (2021-2022) under review has been quite dismal. The company could not and did not operate it s sponge iron plant at jamshedpur for several reasons which inter alia include extremely high and unaffordable prices of raw materials being iron ore and coal , high freight cost ,spiraling but unremunerative selling prices of sponge and almost doubling of working capital requirements due to very high input costs . The plant s commercial operations were thus found to be not profitable and it was regularly incurring maintenance and administrative expense putting financial burden on the company. The board of directors thus considering this plant to be virtually a white elephant having been incurring losses year after year; decided in their wisdom and prudence to sell /dispose off this plant . Accordingly after having identified a suitable and serious buyer; your board of directors sold off this sponge iron plant on slump sale basis , as a going concern , on as is where is basis along with all it s assets and liabilities, to the aforesaid buyer through an agreement for sale and transfer executed on 25-01-2022 . The necessary approval of the shareholders of the company for such sale and disposal of the said sponge iron plant was duly taken through postal ballot process vide postal ballot notice dated 03-01-2022 and necessary disclosure of such sale of the plant was duly made as per SEBI Regulation 30 (2) of Listing Obligations & Disclosure Requirements (Regulations) 2015 to the BSE limited and on the website of the company. The said deal has been fully completed within march, 2022 and the settled consideration value has been realized .

The company is thus now completely out of the business of iron & steel having had already sold the loss making sponge iron plant located at district, Nalgonda, Telengana , during the financial year 2018-2019

The iron & steel business and industry has now become highly capital intensive with virtually no survival of small and standalone alone units as those of your company . Now only large players with adequate financial resources and having undertaken backward and forward integration steps can or will survive in the future .

Your Board is now actively and seriously making efforts to identify any other diversified business or industry which your company can undertake or start within the limitations of it s finances. Every business and industry in any field in the small or medium scale is experiencing and witnessing a cut throat competition. Thus for your company to embark upon a new business may take long and indefinite time. Meanwhile the company has invested it s surplus funds in shares and securities, loans and in bank fixed deposits to be deployed in a new business as and when it is initiated.

Further, the Company had entered in to a Business Transfer Agreement on 03.01.2019 (FY 2018-2019) with M/s. SHV Energy Pvt. Ltd. to sell them the Company s LPG Bottling Plant, at Uluberia, Howrah, by way of a slump sale on a going concern basis subject to the consent and approval of the West Bengal Industrial Infrastructural Development Corporation (WBIIDC), Kolkata. The said business transfer agreement has since been cancelled and substituted by two fresh bilateral agreements dated 24-01-2022 with the same consideration value. The said deal has been delayed and not yet completed as consent from WBIIDC was being awaited. Finally the company has received the in principle approval and consent of the WBIIDC for such sale and transfer of the LPG bottling plant in the month of Januray,2021and hopefully with completion of other necessary formalities , this deal is likely to be completed very shortly .

The Company s LPG Bottling Plant at Raigarh 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 buyer/purchaser has come forward till date. The Board considers that only the free-hold land of the said Plant has commercial value and the plant &equipments, being very old and obsolete, have only scrap value.

However, during the financial year under review, the Company s revenue from operations net of taxes stood at Rs 108.00 lacs (previous year Rs.157.53 lacs) and the other income stood at Rs 833.54 lacs which mainly comprise of gains/surplus on sale of sponge iron plant (previous year Rs. 317.97 lacs) and hence the total income stood at Rs 412.51 lacs (previous 475.50 lacs). The company has earned a net a profit/surplus of Rs 461.80, after taxes (previous year net loss of Rs. 31.49 lacs). The Other Comprehensive Income (OCI) for the year stood as Rs 29.29 lacs (previous year Rs. 100.35 lacs). The total comprehensive income for the year stood at Rs 491.09 lacs (previous year Rs. 68.86 lacs).

Your Board continues to make its best possible efforts to improve the overall financial performance of your Company.

5. CHANGE IN NATURE OF BUSINESS OF THE COMPANY:

None during the year.

6. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR 31.03.2022 TILL THE DATE OF THIS BOARD REPORT:

None

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

None.

8. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO COMPANY S 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 02ND May, 2022.

9. DETAILS OF NAMES OF COMPANIES WHICH HAVE BECOME OR CEASE TO BE THE COMPANY S 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.

10. 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.

11. STATUTORY AUDITORS :

M/s. M. R. Singhwi & Company, Chartered Accountant, were appointed as the Statutory Auditors of the Company for a period of five years b from financial year 2017-18 to 2021-22 ( corresponding to 32nd AGM to 36th AGM) and accordingly they will vacate their office on the conclusion of forthcoming 36th AGM of the company .

Your board of directors proposed to appoint M/S C.K.CHANDAK & CO., chartered accountants (Proprietor Sri Chandra Kumar Chandak bearing membership no-054297 and having firm s registration number 326844E) as the new statutory auditors of your company for a period of five years for the Financial Year 2022-23 to FY 2026-27 and to hold office from the conclusion of the ensuing 36th AGM of the company till the 41st AGM of the company. Your board recommend their appointment and the resolution towards their appointment is enclosed in the Notice convening the ensuing 36th AGM as an ordinary resolution.

12. AUDITOR S 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.

13. EXTRACT OF THE ANNUAL RETURN OF FINANCIAL YEAR ENDED 31.03.2022:

The draft MGT -7 for the year ended 31st March, 2022 is available on the company s website www.ashirwadsteels.com

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

The information s required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, are as under:-

(A) CONSERVATION OF ENERGY :

The company has sold out its Sponge Iron industrial units and its lone industrial unit being LPG bottling plant at raigarh is lying closed for last several years and hence the company has nothing to report under this head.

(B) TECHNOLOGY ABSORPTION:

For the reasons as stated above the company has nothing to report under this head.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO :

Earnings Nil (Previous Year: Nil)
Outgo Nil (Previous Year : Nil)

D) 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 25-01-2022 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.

15. 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 2021-22 covered under this Report.

16. DIRECTORS :

A) Changes in Directors and Key Managerial Personnel:

Mrs. Sushma Chhibbar and Mr. Puranmal Agarwal were re-appointed as the directors of the company through E-VOTING in the last 35th AGM.

Mr. Puranmal Agarwal and Mr. Vishesh Chhibbar are the Directors who retire by rotation at the forthcoming 36th AGM and who being eligible have offered themselves for re-appointment in the ensuing 36th AGM. The brief resume about Mr. Puranmal Agarwal, Director, and Mr. Vishesh Chhibbar , Director seeking re-appointment is annexed with the notice of AGM. Your Board recommends their reappointment. There has been no change in the board of directors of your company during the year under review.

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

Declaration given by Independent Directors meeting 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.

17. BOARD MEETINGS HELD DURING THE YEAR:-

During the year the Board of Director s Meetings were held on six occasions e.g. on 21-06-2021, 10-08-2021, 01-11-2021, 03-01-2022, 20-01-2022 and 25-01-2022.The Independent Directors held their separate exclusive meeting on 25-01-2022.

18. AUDIT COMMITTEE, NOMINATION & REMUNERATION COMMITTEE, STAKEHOLDERS RELATIONSHIP COMMITTEE :

Their has been no change in the composition of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee of the company during the year under review. These committee however are functioning and attending to their duties with the existing members.

19. LOANS, GUARANTEES AND INVESTMENTS:

Regarding loans given by the Company please refer to Note No.12 and for investments made by the Company, please refer to the Note No.5 in the annual Financial Statements of Accounts. The loans given during the year have been received back along with interest. A loan of Rs 150.00 Lacs a given to one body corporate during the Financial Year 2021-2022 has been written off as bad debt along with interest accrued as being considered no more recoverable. The Company has not given any guarantee of any kind to any person or to any Bank or Financial Institution. During the year company had invested in the shares of various listed and quoted companies and all the said investments were sold off within the year except of one company.

20. RELATED PARTY TRANSACTIONSAS REQUIRED UNDER SECTION 188(1) COMPANIES ACT, 2013:

The company has paid Rs. 3.00 lacs to a related party as office rent and has also paid Rs.9.00 lacs as remuneration to the Managing 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. There are no other related party transactions. 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 is defined under Ind-AS Accounting Standards are as per Note No.31(5) on financial statements.

21. MANAGERIAL/DIRECTOR S REMUNERATION:

The particulars of the same are as mentioned in the Corporate Governance Report annexed to this Board Report.

22. SECRETARIAL AUDIT REPORTAND SECRETARIAL COMPLIANCE REPORT :

Annual Secretarial Audit Report for the Financial year ended 31st March,2022, along with Annexure A , dated 02.05.2022 (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 1

The Secretarial Compliance report dated 02.05.2022 for the financial year ended 31st March, 2022, 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 "2" and forms part of this Board report. With respect to the said auditors observation about the demateralisation of shares under promoter s group; the board wish to submit that only a very negligible 33500 number of shares representing just 0.268% are yet to be dematerialized due to some unavoidable pending legal issues concerning transmission of shares upon death of some shareholders and for some other unavoidable reasons. Management is constantly following up the matter and it is hoped that the pending shares shall be dematerialized shortly.

23. CORPORATE GOVERNANCE :

The Company files quarterly Corporate Governance Report with BSE Ltd. as required under SEBI LODR REGULATION-27. Corporate Governance Report along with the certificate dated 02.05.2022 of the Secretarial Auditors confirming compliance of conditions of Corporate Governance as required under the relevant Regulations of SEBI LODR Regulation 2015 is annexed to and forms part of this Board Report.

24. RISK MANAGEMENT POLICY:

As the company has sold off its sponge iron units and the other unit being LPG bottling plant at raigarh is lying closed for several years and the other bottling plant at Uluberia, Howrah is also pending completion of sale to the buyer M/s SHV Energy Private Limited; the company does not carry any risk associated with industrial and business activities. However unsecured loans advanced by the company and the investment in shares and securities do carry certain degree of market risk. However, 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 500 listed entities on BSE Ltd. as per Regulation 21 of SEBI LODR REGULATIONS, 2015.

25. DISCLOSURES ABOUT REMUNERATION TO DIRECTORS VIS-?-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 under review a remuneration of Rs 9,00,000/- was paid to Managing Director and Director s sitting fees of Rs.48,000/-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. The remuneration paid to the employees is as per the remuneration policy of the Company, which is dynamic in nature and changes 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 were six and the ratio of remuneration paid to Managing Director to median remuneration of the employees was 3.86:1.

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

&REDRESSAL) ACT, 2013:

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

27. DIRECTORS RESPONSIBILITY STATEMENT:-

The Director s 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, 2022, 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 at the end of the financial year and of the profit of the Company for the year under review.

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 31st March, 2022 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.

28. 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 contribution of the employees.

Place: Kolkata For and on behalf of the Board
Dated: 02nd May, 2022 Ashirwad Steels & Industries Limited
Dalbir Chhibbar Vishesh Chhibbar
Managing Director Director
(DIN: 00550703) (DIN: 03553892)