As on: Apr 30, 2024 09:47 PM
Your Directors present their 37th 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, 2023.
2. DIVIDEND:
In order to conserve resources for any new trading or industrial venture and for the working capital requirements for company's new business of Investments and lending, your Board does not recommend any dividend for the financial year under review.
3. RESERVES
No fresh amount has been transferred to the reserves by the Board during the year under review.
4. THE COMPANY'S WORKING/STATE OF AFFAIRS DURING THE FINANCIAL YEAR UNDER REVIEW
The overall working of the company during the financial year 2022-2023 has not been satisfactory and up to the expectations of your board.
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, subject to the consent and approval of the West Bengal Industrial Infrastructural Development Corporation (WBIIDC), Kolkata. The said business transfer agreement was since cancelled and substituted by two fresh bilateral agreements dated 24-01-2022 with the same consideration value. Upon receipt of necessary approvals and consents from WBIDC; the said deal has been fully completed during the financial year under review and the company has realized the agreed consideration value including GST which has been paid to the GST authorities.
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 for the said unit 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.
During the financial year 2022-2023 and also currently up to the date of this report the company is not carrying out any trading or industrial business or activity.
However, your board is constantly making efforts to identify and start any new industrial or trading business for the company for it's better future but unfortunately till date the board is not successful in this respect, though efforts are continuing in this direction. However, your board has carefully considered the potential of company's entering in to house building / multi-storey buildings construction business in the city and suburbs of Kolkata and have found this business to be quite attractive as the overall demand for residential houses and flats have picked up in Kolkata and the demand momentum is expected to continue in the coming times and accordingly your board is actively looking for suitable proposals in this field and may start this business upon getting a lucrative offer and/or proposal from prospective landlords on either outright purchase basis or on joint venture basis. This new business, if fructifies, is considered quite remunerative and carry relatively lesser risk.
Your Board, meanwhile in their wisdom and in the best interest of the company decided to employ the funds of the company in better yielding activities of investments and lending of money and accordingly during the financial year; it replaced the entire memorandum of association of the company (with necessary changes in the OBJECTS CLAUSE ) so as to include investments and lending of money (besides others) as new business in the main objects clause of the company, decided to convert the company t into a NON Banking Finance Company (NBFC) at an appropriate time and stage and also authorized itself for making investments and lending money beyond the limits prescribed U/s 186 of the companies act, 2013. For all these major decisions; the board took the due consent and approval of the shareholders through postal ballot process vide postal ballot notice dated 3rd November, 2022. Your board will apply for registration of your company as a NBFC company to RBI at an appropriate time if it crosses the threshold limits set by RBI with respect to it's new business of investments and lending of funds. During the financial year 2022-2023 your company has made fresh investments in shares and securities aggregating to Rs 12.13 Crores (net of sales) and the fair market value of total investments in share and securities as on 31.03.2023 stood at Rs. 17.37 Crores. However, your company did not make any major fresh lending of money and the total loans advanced as on 31.03.2023 stood at Rs 16.15 Crores (net of refunds) and which are considered good.
Further, during the year under review, the Company's revenue from operations net of taxes stood at Rs 210.71 lacs (previous year Rs. 325.52 lacs) and the other income stood at Rs 233.60 lacs (previous year Rs. 86.99 lacs) and hence the total income stood at Rs 444.32 lacs (previous year Rs. 412.51 lacs). The company also had an exceptional item of income of Rs 1587.62 lacs being the gain on sale of company's LPG bottling plant, located at Uluberia, Howrah. Thus the company during the year has earned a profit (after tax expense) of Rs 1676.58 lacs (previous year net profit/surplus of Rs. 461.80 lacs). The Other Comprehensive Income (OCI) for the year stood as Rs 25.62 lacs (previous year Rs. 29.29 lacs). The total comprehensive income for the year stood at Rs. 1702.21 lacs (previous year Rs. 491.09 lacs).
Your Board continues to make its best possible efforts to improve the overall working and financial performance of your Company.
5. CHANGE IN NATURE OF BUSINESS OF THE COMPANY:
During the year under review company has adopted new main objects (besides others) of carrying out NBFC activities of investments and lending of money by changing and replacing it's entire existing memorandum of association with a new and revised one with the consent of both the shareholders and MCA.
6. SHARE CAPITAL STRUCTURE OF THE COMPANY:
During the year there has there has been no change in the share capital structure of the company be it the authorised equity share capital or issued and paid up equity share capital. The company's equity share capital structure as on 31.03.2023 stood as under:-
(A) Authorised Capital (Rs): 12 ,50,00,000 (consisting of 1,25,00,000 equity shares of Rs 10/- each, par value)
(B) Issued, Subscribed and Paid up Capital (Rs): 12,50,00,000 (consisting of 1,25,00,000 equity shares of Rs 10/- each-par value
Note: The Company does not have any preference share capital or any other type of equity share capital.
7. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR 31.03.2023 TILL THE DATE OF THIS BOARD REPORT:
None
8. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS AGAINST THE COMPANY:
9. 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 3rd May, 2023.
10. 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.
11. 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.
12. STATUTORY AUDITORS:
M/s. C. K. Chandak & Co., Chartered Accountants, have been appointed as the Statutory Auditors of the Company for a period of five years beginning from financial year 2022-23 to 2026-27 (i.e. from conclusion of 36th AGM to 41st AGM) and as such they continue to hold office.
13. 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.
14. EXTRACT OF THE ANNUAL RETURN OF FINANCIAL YEAR ENDED 31.03.2023:
Pursuant to Section 92 (3) of the Companies Act, 2013 read with Section 134(3)(ca) of the Act read with Companies (Management & Administration) Amendment Rules, 2020 the Annual Return for the financial year 2022-23 is available at the Company's Official website at:www.ashirwadsteels.com.
15. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS.
With respect to the informations required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, with respect to conservation of energy and technology absorptions ; the company has nothing to report under these heads as company did not carry out any industrial activity during the year under review . The company did not have any export turnover during the year. The informations regarding foreign currency inflows and outflows are as under:-
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Earnings/inflows: Nil (Previous Year: Nil)
Outgo/ outflows: Nil (Previous Year: Nil)
16. 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 29-03-2023 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.
17. THE DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
The company has not made any application under aforesaid bankruptcy code nor the company is facing any proceeding under the said Insolvency and Bankruptcy Code, 2016.
18. 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 2022-23 covered under this Report. However, on it's own initiative the company during the FY 2022-23 has spent Rs. 10.83 lacs on various social activities for the general benefit of the society and intends to continue it.
19. DIRECTORS:
A) Changes in Directors and Key Managerial Personnel:
During the year under review; Mr. Vishesh Chhibbar and Mr. Puranmal Agarwal were re-appointed as the directors of the company through e-voting in the last 36th AGM held on 17th June, 2022.
Further, Mrs. Anamika Sinha Roy had resigned from the post of Company Secretary and Compliance Officer with effect from 16.07.2022 and Mr. Ravi Shankar Singh were appointed as the new Company Secretary and Compliance Officer with effect from the same day.
In the current financial year of 2023-2024; the Board has appointed Sri Vishesh chhibbar (hitherto a non-executive director of the company) as an executive director of the company in their meeting held on 03.05.2023; subject to the ratification and approval of the same by the members in the next 37th AGM of the company .
B) Declaration 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.
20. BOARD MEETINGS HELD DURING THE YEAR:
During the year the Board of Director's Meetings were held on five occasions e.g. on 02.05.2022, 15.07.2022, 21.10.2022, 03.11.2022 and 27.01.2023.
21. AUDIT COMMITTEE. NOMINATION & REMUNERATION COMMITTEE. STAKEHOLDERS RELATIONSHIP COMMITTEE:
There 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.
22. LOANS. GUARANTEES AND INVESTMENTS:
Regarding loans given by the Company and for the investments made by the Company during the year under review, being the new businesses of the company; please refer to the Note No. 5 and 10 respectively in the annual Financial Statements of Accounts. However, during the year under review the Company has not given any guarantee of any kind to any person or to any Bank or Financial Institution.
23. RELATED PARTY TRANSACTIONSAS REQUIRED UNDER SECTION 188(1) COMPANIES ACT. 2013:
The company has paid Rs. 9.00 lacs to a related party as office rent and has also paid Rs.18.00 lacs as remuneration and Rs 20.00 lacs as gratuity 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 as defined under Ind-AS Accounting Standards are as per Note No 26(6) on the annual financial statements.
24. MANAGERIAL/DIRECTOR'S REMUNERATION:
The particulars of the same are as mentioned in the Corporate Governance Report annexed to this Board Report.
25. CORPORATE GOVERNANCE:
In conformance to the requirements of the Regulation 34(3) and Schedule V of Securities and Exchange Board of India (SEBI) Listing Regulations, 2015, the Corporate Governance Report for financial year 2022-23 is given in "Annexure- I" which forms part of this Report.
26. SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT AND COMPLIANCE WITH PRESCRIBED SECRETARIAL STANDARDS:
Annual Secretarial Audit Report for the Financial year ended 31st March, 2023, along with "Annexure- A", dated 03.05.2023 (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 - II"
The Secretarial Compliance report dated 03.05.2023 for the financial year ended 31st March, 2023, 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- III" and forms part of this Board report.
The company has complied with all Secretarial Standards as prescribed by Institute of Company Secretaries of India being Secretarial Standard- 1 and Secretarial Standard- 2.
27. RISK MANAGEMENT POLICY:
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 1000 listed entities on BSE Ltd. as per Regulation 21 of SEBI LODR REGULATIONS, 2015.
28. DISCLOSURES ABOUT REMUNERATION TO DIRECTORS VIS-A-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 a remuneration of Rs 18,00,000/- was paid to Managing Director and Director's sitting fees of Rs. 40,000/-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 and overall work load. The remuneration paid to the employees is as per the remuneration policy of the Company, which is dynamic in nature and changes as per changing times and 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 was six and the ratio of remuneration paid to Managing Director to median remuneration of the employees was 4.74:1.
29. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION &REDRESSAL) ACT. 2013:
The Board of Directors and/or the Management of the Company have not received any complaint on this account from any of the employees of the Company or from any other person.
30. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' 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 31st March, 2023, 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 as at 31.03.2023 and of the profit of the Company for that period.
(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, 2023 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.
31. 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 services and contribution of the employees.