As on: Apr 19, 2024 06:20 AM
Dear Shareholders,
Your Directors have pleasure in submitting their 08th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2023.
COMPANY OVERVIEW
Adishakti Loha and Ispat Limited (formerly Adishakti Loha and Ispat Private Limited) was originally incorporated on January 08, 2015 as a Private limited Company with the name Aawas Infratech Private limited under the provisions of the Companies Act, 2013. Our Company is primarily engaged in the business of iron and steel specially in Tin plates, ETP Sheets, TFS and scrap etc. The equity shares of the company are listed on BSE ( SME) .
FINANCIAL RESULTS
The Company's financial performance for the year under review along with previous year figures is given hereunder:
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR
The total revenue from operations of your Company for the year ended March 31, 2023 is decreased to Rs.40594620 /- as against Rs.63506904 /- for the year ended March 31, 2022. The Profit before tax increase to Rs. 967693/- as compared to Rs.(200525)/- in the previous year. The Profit after tax for the year ended March 31, 2023 is of Rs. 730142 /-as compared to profit after tax of Rs. 92593 /- in the previous year ended March 31, 2022.
STATE OF COMPANY'S AFFAIRS
With the expected positive momentum in the Indian economy, the Company is focused on growth and achieving profitability along with a renewed commitment to customer service. Innovations, investment and positive modifications are expected in the near future, boosting the Company's revenue. Together with forward looking strategy, the Company is also focusing extensively on expanding the business and operational improvements through various strategic projects for operational excellence.
RESERVES
Your Company has transferred an amount of Rs. 730142/- to general reserve out of the profits of the year. DIVIDEND
The Company needs further funds to enhance its business operations, to upgrade the efficiency and to meet out the deficiencies in working capital. The Directors, therefore, do not recommend any dividend on Equity Shares for the financial year 2022-23.
SHARE CAPITAL
The present Authorized Share Capital of the Company is Rs. 4,66,00,000/- (Rupees Four Crores Sixty Six Lakh) divided into 46,60,000 (Fifty Five Lakh) equity shares of Rs. 10/- (Rupees Ten) each.
Issued, Subscribed and Paid up share capital of the Company as on 31st March, 2023 is 4,55,80,000 /- (Rupees Four Crores Fifty Five lacs Eighty Thousand only ) divided into 4558000 (Fourty Five lacs Eighty Thousand) equity shares of Rs.10/- (Rupees Ten) each .
DEPOSITS
During the year under review, the Company has not accepted any deposits from the public under Section 73 of the Companies Act, 2013 and rules made there under. There is no unclaimed or unpaid deposit lying with the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company had made some investments, but not given any loans, guarantees and securities covered under Section 186 of the Companies Act,2013 during the financial year under review. The details in respect of investments as per Section 186 (4) made have been disclosed in the notes to the financial statements.
CHANGE IN NATURE OF BUSINESS
During the year under review there is no change in the nature of business of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and forming part of Board's Report for the year ended March 31, 2023 are given as below:
A. Conservation of Energy
The provision related conservation of energy does not apply to company, therefore the information as required under the Companies (Accounts) Rules, 2014 is not given. However the company is conscious about its responsibility to conserve energy, power, and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.
B. Technology Absorption
Your company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.
Expenditure on Research and Development
During the period under review company has not incurred any expenditure on R&D.
C. Foreign Exchange Earnings and Outgo
Details of Foreign Exchange, earnings and outgo are given as below:-
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
In the opinion of the Board, there has been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in "Annexure-A" of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report has been appended separately, are given in "Annexure- B of this Report.
CORPORATE GOVERNANCE
Since, the paid- up capital of the Company is less than Rs.10 Crores and Net worth is less than Rs 25 Crores, the provisions of the Corporate Governance as stipulated under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. However, your Company has made every effort to comply with the provisions of the Corporate Governance and to see that the interest of the Shareholders and the Company are properly served. It has always been the Company's endeavor to excel through better Corporate Governance and fair & transparent practices, many of which have already been in place even before they were mandated by the law of land.
The management of Company believes that it will further enhance the level of Corporate Governance in the company
SUBSIDIARIES, HOLDING, JOINT VENTURES OR ASSOCIATE COMPANIES
The company does not have any Subsidiary, Holding, Joint Venture or Associate Company RISK MANAGEMENT
While the business risk associated with operating environment, ownership structure, Management, System & Policy, the financial risk lies in Asset Quality, Liquidity, Profitability and Capital Adequacy. The company recognizes these risks and makes best effort to mitigate them in time. Risk Management is also an integral part of the Company's business strategy.
Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risk as also identify business opportunities.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Provisions of Section 135 detailing corporate social responsibility are not applicable to your Company. INTERNAL CONTROL SYSTEMS
The company's Internal Control System is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficiency of the Company's internal controls, including its systems and processes and compliance with regulations and procedures.
HEALTH, SAFETY AND ENVIRONMENT PROTECTION
The company has complied with all the applicable environmental law and labour laws. The company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Board of Directors
As on March 31, 2023, your Board comprised of 4 (Four) Directors which includes two non executive directors (including women director) and two independent directors. Your Directors on the Board possess experience, competency and are renowned in their respective fields. All Directors are liable to retire by rotation except Independent Directors whose term of 5 consecutive years was approved by the Shareholders of the Company in the Annual General Meeting.
Composition of Board of Directors:
During the financial year and till the ensuing AGM, following change in Management:
1. Mr. Achal Kapoor ,Non Executive- Independent directors of the Company has resigned from the Board w.e.f 06.09.2023.
2. Mr. Lovish Kataria appointed as Non Executive- Additional Independent directors w.e.f 06.09.2023 subject to approval of shareholders in the AGM held on 30.09.2023.
Key Managerial Personnel
As on March 31, 2023, following members holds the position of Key Managerial Personnel are:
? Mr. Mohit Nehra , Company Secretary& Compliance Officer
? Mrs. Jyoti Rajput , Chief Financial Officer
? Mrs. Pragati Taneja, Chief Executive Officer
During the period under review following event took place :
Directors Retires by Rotation
In accordance with the provisions of the Companies Act, 2013 and the articles of association of the Company, Mrs. Kiran Mittal, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. The Directors recommend the said reappointment. Item seeking your approval on the above re-appointment is included in the Notice convening the Annual General Meeting.
Board Evaluation
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
Declaration given by Independent Directors
Pursuant to Section 149(7) of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the 'criteria of Independence' as prescribed under Section 149(6) of the Companies Act, 2013 and have submitted their respective declarations as required under
Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Familiarisation Programme
The Company has put in place an induction and familiarisation programme for all its Directors including the Independent Directors.
Directors' Appointment and Remuneration Policy
The Company's policy on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 of the Companies Act, 2013, as is adopted by the Board.
The Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the Board. As per such policy, candidates proposed to be appointed as Directors on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the Remuneration for the Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Committee shall ensure that—
a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c) Remuneration to directors and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals. During the year under review, none of the Directors of the company receive any remuneration.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, your directors hereby confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31stMarch, 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 the Companies Act, 2013, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts for the financial year ended 31st March, 2023, on a going concern basis;
(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;' and
(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
MEETINGS Board Meetings
The Board of Directors of the Company met Four (4) times during the financial year 2022-23. The meetings of Board of Directors were held on 27th May, 2022 , 05th September,2022 , 14th November,2022 and 25th March,2023.
The Minutes of the Meetings of the Board of Directors are discussed and taken note by the board of directors.
The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the meeting as and when required.
The composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting is as under:
The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The agenda and Notice for all the Meetings was prepared and circulated in advance to the Directors.
Independent Directors Meetings
In due compliance with the provisions of the Companies Act, 2013 read with the rules made there under a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole was evaluated, taking into account the views of directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committees and individual directors was discussed.
One (1) meeting of Independent Directors was held on 25th March, 2023 during the year 2022-23.
Committee Meetings
Audit Committee
The primary objective of the Audit Committee is to monitor and provide effective supervision of the management's financial reporting progress with a view to ensuring accurate timely and proper disclosures and transparency, integrity and quality of financial reporting. The Committee oversees the work carried out by the management, internal auditors on the financial reporting process and the safeguards employed by them.
The board has re-constituted the Audit Committee in accordance with the requirement of Companies Act, 2013 and other applicable provisions. All members of Audit Committee are financially literate and have financial management expertise. The Audit Committee comprises of three independent directors as members out of which one is chairman of this committee.
The Audit Committee met Two times during the financial year 2022-23. The meetings of Audit Committee were held on 27th May 2022 and 14th November 2022 .The Minutes of the Meetings of the Audit Committee are discussed and taken note by the board of directors.
The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and when required.
The Composition of the Audit Committee and their attendance at the Meetings are as follows:
Nomination and Remuneration Committee
The policy formulated under Nomination and Remuneration Committee are in conformity with the requirements as per provisions of sub-Section (3) of Section 178 of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company had Constituted Nomination and Remuneration Committee to decide and fix payment of remuneration and sitting fees to the Directors of the Company as per provisions u/s 178 of the Companies Act, 2013.
The terms of reference of the remuneration committee in brief pertain to inter-alia, determining the Companies policy on and approve specific remuneration packages for executive director (s)/Manager under the Companies Act, 2013 after taking in to account the financial position of the Company, trend in the industry, appointees qualification, experience, past performance, interest of the Company and members.
This Nomination & Remuneration committee will look after the functions as enumerated u/s 178 of the Companies Act, 2013. This Committee has comprises three independent directors as members out of which one member is chairman of the committee.
The Nomination and Remuneration Committee met Two (2) time during the financial year 2022-23. The meetings of Nomination and Remuneration Committee were held on 27th May 2022 and 14th November 2022.
The Minutes of the Meetings of the Nomination and Remuneration Committee are discussed and taken note by the board of directors.
The Composition of the Nomination and Remuneration Committee and their attendance at the Meetings are as follows:
Stakeholder's Relationship Committee
The scope of the Stakeholders' Relationship Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend etc, and other related activities. In addition, the Committee also looks into matters which can facilitate better investor's services and relations.
In compliance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, the Company has an independent Stakeholders' Relationship Committee to consider and resolve grievances of the Shareholders/Investors. This Committee has comprises three independent directors as members out of which one member is chairman of the committee.
The Stakeholder's Relationship Committee met One (1) time during the financial year 2022-23. The meetings of Stakeholder's Relationship Committee were held on 14th November,2022.
The Minutes of the Meetings of the Stakeholders' Relationship Committee are discussed and taken note by the board of directors.
The Composition of the Stakeholders' Relationship Committee and Their Attendance at the Meetings are as follows:
Compliance Officer
Shareholders Meetings
Annual general meeting of shareholders : September 30, 2022 .
Statutory Auditors
There are no qualifications, reservations or adverse remarks made by M/s V. N. Purohit & Co., Chartered Accountants (FRN: 304040E), Statutory Auditors, in their report for the financial year ended March 31, 2023.
Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.
Accordingly, the notice of ensuing Annual General Meeting does not include the proposal for seeking shareholders' approval for ratification of appointment of Statutory Auditors of the company
The Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Auditors of your Company.
? Statutory Auditors Observations
The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimer.
? Statutory Auditors Reports
The Statutory Auditors have given an audit report for financial year2022-23, are given in"Annexure D" of this report.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/sG Aakash &Associatesto undertake the Secretarial Audit of the Company for the Financial Year 2022-23.
? Secretarial Auditors Reports
The Secretarial Auditors have given Secretarial audit report in Form MR-3 for financial year 2022-23, are given in "Annexure C" of this report.
? Secretarial Auditors Observations
The Report are self-explanatory. The Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimer
Internal Auditors
Pursuant to the provision of Section 138 of the Companies Act, 2013 has mandated the appointment of Internal Auditor in the Company. Accordingly, the Board had appointed M/s S.K. Goel & Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2022-23.
R Internal Auditors Reports
The Internal Auditors have placed their internal audit report to the company.
R Internal Auditors Observations
Internal Audit Report was self explanatory and need no comments.
SIGNIFICANT AND MATERIAL ORDERS
There is no Significant Material order Passed during the Year.
RELATED PARTY TRANSACTIONS :
In order to transactions with related parties falls under the scope of section 188(1) of the Act, the Information on transactions with related parties pursuant to section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given as per are as per Form AOC-2. Annexure-E
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, the annual return of the company in form MGT-7 for the year will be available on the website of the company https://adishaktiloha.com/corporate- announcements
DEMATERIALISATION OF SHARES
The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN- INE0CWK01019 has been allotted for the Company. Therefore, the matter and/or investors may keep their shareholding in the electronic mode with their Depository Participates. 100.00% of the Company's Paid-up Share Capital is in dematerialized form as on 31st March, 2023.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
In order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior of the company has adopted a vigil mechanism policy. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of audit Committee, in appropriate and exceptional cases. Accordingly, 'Whistle Blower Policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counselor or the Chairman of the audit Committee of the Company.
The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about irregularities within the Company. This policy is also posted on the website of the company.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website https://adishaktiloha.com/ . The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy 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, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year 202223:
\ No of complaints received : 0
\ No of complaints disposed off : N.A.
HUMAN RESOURCES
People remain the most valuable asset of your Company. Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset.
The Company recognizes people as its most valuable asset and The Company has kept a sharp focus on Employee Engagement. The Company's Human Resources is commensurate with the size, nature and operations of the Company.
DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT UNDER SECTION 143 OF THE COMPANIES ACT, 2013
During the year under review, your Directors do not observe any transactions which could result in a fraud. Your Directors hereby declares that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2022-23.
OTHER DISCLOSURES
Your Directors state that during the financial year 2022-23:
\ The Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.
\ The Company did not issue any Sweat Equity shares.
\ The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
COMPLIANCE
The Company has complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc.
SECRETARIAL STANDARDS OF ICSI
Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Company is in compliance with the Secretarial Standards.
CORPORATE SOCIAL RESPONSIBILITY
The provision of Companies Act, 2013 regarding Corporate Social Responsibility shall not be applicable to companies having net worth not exceeding Rs. 500 Cr or turnover not exceeding Rs. 1,000 Cr or net profit not exceeding Rs. 5 Cr or more during any financial year, as on the last date of previous financial year. In this connection, we wish to inform you that in respect of our company as on the last audited balance sheet as at March 31, 2022 neither the net worth exceeds Rs. 500 Cr nor turnover exceeds Rs. 1,000 Cr nor net profit exceeding Rs. 5 Cr. Hence, the provisions of Companies Act, 2013 regarding Corporate Social Responsibility would not be applicable.
CAUTIONARY NOTE
The statements forming part of the Board's Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.
ACKNOWLEDGEMENT
The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the Company.