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Directors Report of Ashiana Ispat Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty Third Annual Report of your Company along with the Audited financial statements for the financial year-ended 31st March, 2015.

Financial results: Rs. In lacs

Sl. No. Particulars 2014-2015 2013-2014

1 Gross Sale 29909.97 29699.68

2 Profit before 1046.11 1047.08 Depreciation interest and Tax

3 Interest 600.76 605.45

4 Depreciation 152.55 157.00

5 Profit/ (Loss) for 292.80 284.63 the year before tax

6 Balance (Cr.) 1641.16 1421.43 brought forward from the previous year

7 Balance (Cr.) 1831.48 1641.16 carried forward to the Balance Sheet

OPERATIONS

During the year under review, your Company has recorded revenue of Rs. 29909.97 Lacs thereby showing an increase by 0.71%. Because of the increase in revenues, PbT registered a significant growth and remain at Rs. 292.80 Lacs. However, PAT showed a decline by 9.43%.

The financial year 2014-15 has been quite a successful year for the company as far as revenues are concerned. The increase in revenues showed rising demand for steel. The factors which contributed for a better market for steel includes an estimated infrastructure investment of nearly a trillion dollars, a projected growth of manufacturing from current 8% to 11-12%, increase in urban population to 600 million by 2030 from the current level of 400 million and emergence of the rural market.

DIVIDEND

Keeping in view the future fund requirements of the company for achieving the long term growth objectives, the Board of Directors has not recommended any dividend and transferred all the distributable profit to the general reserve account of the company.

Responsibility Statement:

The Directors confirm that:

* In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and that there are no material departures from the same,

* 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 as on 31st March, 2015 and of the profit of the Company for that period.

* 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 for preventing and detecting fraud and other irregularities;

* the Directors have prepared the annual accounts on a going concern basis;

* the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation

In accordance with the relevant provisions of the Act, Mr. Puneet Jain, Director of the Company retire by rotation at the ensuing Annual General Meeting (AgM) and being eligible has offered himself for re-appointment.

Inductions:

During the year, the Board of Directors appointed Mrs. Shruti Jain as an Additional Director with effect from 20.03.2015, to hold office up to the date of forthcoming Annual General Meeting. Being eligible, Mrs. Shruti Jain offered herself to be appointed as the Independent Director of your company.

Board also appointed Mr. Naman Jain as a Non-executive, Additional Director, on the recommendation of nomination and remuneration committee, thus making total of 10 members on the Board as on 31st March 2015, out of which 5 are independent directors. The Company had received a notice in writing from a member along with a deposit of Rs 100,000 (Rupees One lakh only) proposing the candidature of Mr. Naman Jain for the office of Director of the Company liable to retire by rotation.

The Board periodically reviews its composition for determining any change in the size and structure.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years, but shall be eligible for reappointment on passing of an ordinary resolution by the Company and shall not be liable to retire by rotation. All other Directors, except the Managing Director, will retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-election.

The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013.

The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of this Annual Report as Annexure-A.

The Company has formulated a policy for performance evaluation of Independent Directors.

AUDITORS

A. STATUTORY AUDITORS

M/s. S. Singhal & Company, Chartered Accountants (ICAI Reg. No. 001526C) are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every AGM held after the ensuing AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written Consent from S. Singhal & Company, Chartered Accountants, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 141 of the Companies Act, 2013 and the rules made there under, as may be applicable.

B. COST AUDITOR

The Board has appointed M/s Sanjay Garg & Co., Cost Accountants as cost auditors of the Company for the financial year 2015-16.

C. SECRETARIAL AUDITOR

M/s Bir Shankar & Co., Practicing Company Secretary was appointed as the Secretarial Auditor of the Company for the year 2014-15.

The Board has appointed M/s Bir Shankar & Co., Practising Company Secretary to conduct secretarial audit for the financial year 2015-16.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Your company is doing is best efforts to give high priority to energy conservation by opting for more power efficient replacements.

Particulars of Energy Conservation/ Technology Absorption and Foreign Exchange earnings and out go as per Section 134(3)(m) of Companies Act, 2013 are given as an Annexure-B to this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the remuneration and other details is being annexed to this report as Annexure-C

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a separate part of this report.

CORPORATE GOVERNANCE

The Company is committed to adhere to the best practices of corporate governance requirements as set out under Clause 49 of the listing agreement. This is ensured by taking business decisions in conformity with ethical standards and conducting business

The report on corporate governance as stipulated under clause 49 of the listing agreement with the stock exchange forms an integral part to the Annual Report.

The certificate from the Auditors confirming compliance with the provisions of Corporate Governance has been attached with the report on Corporate Governance

In terms of the Clause 49 of the listing Agreement a certificate of the CEO, inter alia, complying the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as a part of the report.

CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's length. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis.

No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

MEETINGS OF THE BOARD

The Board met six times during the year, details of which are given in Corporate Governance Report forming part of this Annual Report. The gap between the meetings is as per the provisions of Companies Act, 2013.

AUDIT COMMITTEE

The Audit Committee is comprised of Independent Directors viz. Sh. T.C. Kansal, Sh. R.P. Bansal and Sh. Rajesh Kumar Pal as members. All recommendations made by the Audit Committee were accepted by the Board.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS

Details of loans, guarantee or investments made by your Company under Section 186 of the Companies Act, 2013 during the financial year 2014-15 are appended as Annexure-D to this Report

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration u/s 149(7) of the Companies Act, 2013 from Independent Director confirming they meet the criteria of independence as prescribed under Companies Act, 2013 and Clause 49 of the Listing Agreement.

VIGIL MECHANISM

The Company has established a vigil mechanism, incorporating a whistle blower policy in lines with the Clause 49 of the Listing Agreement in order to protect the interest of the employees and executives in reporting their grievances in a protected manner. It also provides for the protection against victimization of directors and employees who avail the mechanism and allows direct communication with the Chairperson of the Audit Committee, in certain exceptional circumstances. The policy on vigil mechanism may be a c c e s s e d o n t h e C o m p a n y ' s w e b s i t e www.ashianaispat.in/c orporategovernance/policies

EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return is being annexed with this Report as Annexure-E

AUDITORS' REPORT- OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNT

The observations of the Auditors in the Auditors' report on the accounts of the Company together with the Notes to Accounts are self-explanatory and, therefore, do not call for any further explanation, in the opinion of Directors.

SECRETARIAL AUDIT REPORT

The secretarial audit report confirms that the Company has complied with all the relevant provisions of the Companies Act, 2013, Listing Agreement with the Stock Exchange and other necessary compliances under various Acts, in so far as applicable to the Company. The report does not contain any qualifications, reservation or adverse remark.

The secretarial audit report forms part of this report and attached as Annexure-F.

ACKNOWLEDGEMENT:

Your Directors would like to place their deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company who have contributed in every possible measure towards consistent growth of the Company. The Directors are also thankful to the Bankers- State Bank of Bikaner & Jaipur, investors, customers for their continued support during the year.

For and on behalf of the Board For Ashiana Ispat Limited

(Naresh Chand) (Neeraj Kumar Jain) Managing Director Whole Time Director DIN:00004500 DIN:01335390

Place: Bhiwadi Date: 30.05.2015


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Twenty Second Annual Report of your Company along with the Audited Accounts for the financial year-ended 31 st March, 2014.

Financial results: Rs. In lacs

SI. Particulars 2013-2014 2012-2013 No.

1 Gross Sale 29699.68 30194.51

2 Profit before 1047.08 773.47 Depreciation interest and Tax

3 Interest 605.45 621.92

4 Depreciation 157.00 139.41

5 Profit/ (Loss) for 284.63 12.14 the year before tax

6 Balance (Cr.) 1421.43 1410.91 brought forward from the previous year

7 Balance (Cr.) 1641.16 1421.43 carried forward to the Balance Sheet

OPERATIONS

During the year under review, your Company has recorded revenue of Rs. 29699.68 Lacs thereby showing a decrease by 1.64%. Despite of the decrease in revenues, PBT and PAT registered a significant growth and remain at Rs. 284.63 Lacs and Rs. 219.73 Lacs respectively.

The year 2013-14 was a challenging year for steel industry because of uncertain economic environment at domestic as well as global level. Despite these constraints, the company performed reasonably well. Profitability of the Company showed a robust growth mainly because of the smooth functioning of the Company which can be seen in the overall cut-off in the expenditures.

While steel continues to have a stronghold in traditional sectors such as construction, housing and ground transportation, special steels are increasingly used in engineering industries such as power generation, petrochemicals and fertilisers.

DIVIDEND

Keeping in view the future fund requirements of the company for achieving the long term growth objectives, the Board of Directors has not recommended any dividend and transferred all the distributable profit to the general reserve account of the company.

Responsibility Statement:

The Directors confirm that:

* In the preparation of the accounts, the applicable accounting standards have been followed and that no material departures have been made from the same,

* They 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 as on 31st March, 2014 and of the profits of the Company for that period.

* They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

* They have prepared the annual accounts on going concern basis.

CAPITAL STRUCTURE:

During the year under review, the share capital of your company remained unchanged.

FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non- Banking NonFinancial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Retirement by Rotation

Mr. Neeraj Kumar Jain, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment. The proposals regarding their re-appointment as Directors are placed for your approval.

Mr. Neeraj Kumar Jain has a rich experience of 27 years in steel industry. His presence on the Board is immense beneficial for the company in long run. His association with the Company helped it to make a brand name of the Company in the market.

Reappointment of Mr. Sanjay Kumar Jain as Whole Time Director:

Mr. Sanjay Kumar Jain has been on the Board since May 1997. His Contribution to the company has been invaluable. The Company has been benefitting significantly from his experience and vision.

Nomination and Remuneration committee has recommended his reappointment for a further period of Five years on such terms and conditions as given in the Notice of the ensuing Annual General Meeting of the company. Appointment of Independent Directors:

In accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors are seeking the appointment of Mr. Ram Kumar Garg, Mr. T.C. Kansal, Mr. Rajinder Prasad Bansal and Mr. Rajesh Kumar Pal in the ensuing Annual General Meeting as Independent Directors for 5 consecutive years for a term up to the conclusion of the 27th Annual General Meeting of the Company in the Calendar year 2019.

The Company has received Notices under Section 160 of the Companies Act, 2013 from members signifying their intention to propose Mr. Ram Kumar Garg, Mr. T.C. Kansal, Mr. Rajinder Prasad Bansal and Mr. Rajesh Kumar Pal as a candidate for the office of Independent Director at the ensuing Annual General Meeting. The Company has also received the requisite disclosures/declarations from Mr. Ram Kumar Garg, Mr. T.C. Kansal, Mr. Rajinder Prasad Bansal and Mr. Rajesh Kumar Pal under Section 149 and other applicable provisions of the Companies Act, 2013.

Profile of all these Directors has been given as in the Explanatory Statement to the Notice of the ensuing Annual General Meeting of the Company.

AUDITORS

M/s. S. Singhal & Company, Chartered Accountants, Bhiwadi bearing ICAI Registration No 001526C are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every AGM held after the ensuing AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written Consent from M/s. S. Singhal & Company, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 141 of the Companies Act, 2013 and the rules made there under, as may be applicable.

COST AUDITOR

The Company has appointed M/s Sanjay Garg & Co., Cost Accountants as cost auditors of the Company for the financial year 2014-15. DEPOSITORY SYSTEM M/s. Link Intime India Private Limited (old name- M/s. Intime Spectrum Registry Limited), 44, Community Centre, Naraina Industrial Area, Phase-I, Near PVR Cinema, New Delhi-110028, Ph-011-41410592-94, as per SEBI Guidelines has been working as share transfer agent. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION Your company is doing is best efforts to give high priority to energy conservation by opting for more power efficient replacements.

Ashiana continues to work towards implementation of strategies to mitigate the climate change by adopting energy efficient methods.

The energy consumption of Manufacturing units are monitored periodically and corrective steps are taken immediately to utilize the energy in the most optimal manner.

Particulars of Energy Conservation/ Technology Absorption and Foreign Exchange earnings and out go as per Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as an Annexure-A to this report. PARTICULARS OF EMPLOYEES Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975, are not applicable because none of the Directors or employees of the Company getting remuneration exceeding the limit prescribed therein.

CORPORATE SOCIAL RESPONSIBILITY:

Over the years, we have been striving to achieve a fine balance of economic, social and environmental imperatives. Our Corporate social responsibility is not just related to philanthropic practices but also extends to overall sustainable and holistic development. Your Company has been associated with Mahaveer International, a premier social organization with an aim to make the Capital Delhi free from Cataract.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report.

DEMATERIALISATION OF SHARES:

39.79 % of the company''s paid up Equity Share Capital is in dematerialized form as on March 31st, 2014 and balance 60.21 % is in physical form.

The Company''s Registrars are M/s. Link Intime India Pvt. Ltd. 44, Community Centre, Naraina Industrial Area, Phase-I, Near PVR, New Delhi-110028.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2014-2015 to BSE, where the Company''s Shares are listed. THE CORPORATE GOVERNANCE CODE The Company endeavors to maintain the best policies of Corporate Governance and also adhere to the corporate governance requirements set out by SEBI.

A separate section on corporate Governance Report and requisite certificate from the Auditors of the company conforming compliance with the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchange is attached to the Annual Report.

In terms of sub-clause (v) of the Clause 49 of the listing Agreement a certificate of the CEO, inter alia, complying the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as a part of the report.

ACKNOWLEDGEMENT:

Your Directors wishes to place their deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company who have contributed in every possible measure towards the performance and the Company''s inherent strength. The Directors are also thankful to the Bankers State Bank of Bikaner & Jaipur and Shareholders'' appreciation of the managements'' efforts at the General Meetings of the Company which helps to strive for better performance year after year.

For and on behalf of the Board Place: Bhiwadi For Ashiana Ispat Limited Date: 30.05.2014

Sd/- Sd/- (Naresh Chand) (Neeraj Kumar Jain) Managing Director Whole Time Director


Mar 31, 2012

The Directors are pleased to present the Twentieth Annual Report of your Company along with the Audited Accounts for the financial year-ended 31stMarch, 2012.

STANDALONE FINANCIALS;

Rs. in lacs

SI.Particulars 2011- 2010- 2012 2011

Gross Sale 29946.37 28409.86

Profit before 1041.12 867.62

I Depreciation interest and Tax 144.69 133.58

Profit/ (Loss) for I353.13 347.85 the year before tax _

Balance (Cr.) 1182.55 952.42

brought forward from the Previous year

February, 2011 amended the existing Schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from 1st April, 2011. The financial statements of your Company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year's figures have been reclassified/ regrouped to conform to this year's classification.

OPERATIONS

During the year under review, your Company has exceeded expectations and recorded a robust financial performance with revenue growth of 5.27 % to Rs. 30055.08 Lacs, PBT

growth of 1.52% to Rs. 353.13 Lacs and PAT growth of 2.32% to Rs. 238.11 Lacs.

Despite of the economic recession your Company has set new milestones and Turnover volume touched all time high record Rs. 30055.08 Lacs (previous year Rs. 28551.27 lacs). Higher productivity has been accompanied by strong focus on cost control and better market pricing, increased market share in addressable markets and turnover incentive to dealers and distributors. Being a core sector, steel industry reflects the overall economic growth of an economy in the long term.

On account of thrust on infrastructure development the demand and prices of restructure bar see better future ahead. While steel continues to have a stronghold in traditional sectors such as construction, housing and ground transportation, special steels are increasingly used in engineering industries such as power generation, petrochemicals and fertilisers.

DIVIDEND

Keeping in view the current economic scenario and future fund requirements of the company for achieving the long term growth objectives, the Board of Directors has not recommended any dividend and transferred all the distributable profit to the general reserve account of the company.

CAPITAL STRUCTURE:

During the year under review, the issued share capital of your company remained unchanged.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non- Banking Non- Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Retirement by Rotation

Mr. T. C. Kansal and Mr. Rajesh Kumar Pall, Directors, liable to retire by rotation at the forthcoming Annual General Meeting and being

eligible, offer themselves for re-appointment. The proposals regarding their re-appointment as Directors are placed for your approval.

Mr. T. C. Kansal is specialized in operations process improvement, cost and spend rationalization, and enhanced resource utilization. During his carrier he has been associated with iron and steel industry in different capacities.

Mr. Rajesh Kumar Pal having more than 10 years experience of iron and steel industry.

Their presence on the Board is immense beneficial for the company in long run.

AUDITORS

M/s. S. Singhal & Co., Chartered Accountants, of Bhiwadi, Alwar, Rajasthan, Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors' if approved.

COST AUDITOR:

Your Board has appointed M/s. R.S. Roy as Cost Auditor for the financial year ended

31.03.2012 pursuant to the direction from the Ministry of Corporate Affairs, Government of India.

DEPOSITORY SYSTEM

M/s. Link Intime India Private Limited ( old name- M/s. In time Spectrum Registry Limited), A-40,2nd Floor, Naraina Industrial Area, Phase-

II, Near Batra Banquet Hall, New Delhi-110028, Ph-011-41410592-94, as per SEBI Guidelines has been working as share transfer agent.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The scope of energy conservation in our industry is limited. However, your company is doing is best efforts to give high priority to energy conservation by opting for more power efficient replacements.

Every effort is made by the company to update the technical skills of every employee for smooth functioning of the operations and to successfully achieve the desired growth objective.

Particulars of Energy Conservation/ Technology Absorption and Foreign Exchange earnings and out go as per Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as an Annexure to this report. (Annexure-i)

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217(2A) of the Companies Act,1956 read with the Companies (Particulars of employees) Rules 1975, are not applicable because none of the Directors or employees of the Company getting remuneration exceeding the limit prescribed therein.

CORPORATE SOCIAL RESPONSIBILITY:

Committed to enhancing prosperity as a responsible corporate Ashiana is fully aware of its responsibility towards planet earth and society and has focused on ensuring health services to its external community. It has been associated with Mahaveer International, a premier social organization with an aim to make the Capital Delhi free from Cataract.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report.

DEMATERIALISATION OF SHARES:

33.43 % of the company's paid up Equity Share Capital is in dematerialized form as on March 31st, 2012 and balance 66.57 % is in physical form.

The Company's Registrars are M/s. Link In time India Pvt. Ltd. A-40, 2nd Floor, Naraina Industrial Area, Phase-II, New Delhi-110028.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2012-2013 to BSE, where the Company's Shares are listed and is in the process to get the shares delisted from the Magadh Stock Exchange Association Limited, Patna, The Delhi Stock Exchange Association Limited, Delhi, and the Jaipur Stock

Exchange Limited, Jaipur.

THE DIRECTOR'S RESPONSIBILITY STATEMENT (UNDER SECTION 217 (2AA) OF COMPANIES ACT, 1956)

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statement in terms of Section 217 (2AA) of the Companies Act, 1956.

1. That in the preparation of the Annual Accounts for the year ended 31st March, 2012 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any

2. That such accounting policies as mentioned in Notes on Accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the State of affairs of the Company at the Financial year 31st March,2012 and of the profit of the Company for that year.

3. That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Annual Accounts for the year ended 31st March, 2012 has been prepared on a going concern basis.

CORPORATE COMMUNICATION

The Company endeavors to promote communication, both external and internal, for the purpose of effectively communicating with its stakeholders and also for brand building of the organization. We have successfully upheld the confidence of our stakeholders by proactively sharing the company' achievements by utilizing the media innovatively.

The external communication is maintained through :

1. Ensuring publication of advertisements in major dailies.

2. Periodical Maintainance and updation of company' website featuring current updates

about company' functioning.

3.Printing and publication of brochures, annual report

THE CORPORATE GOVERNANCE CODE

The company has adopted the best possible corporate governance norms and it has been our endeavor to comply to the changing norms.

A separate section on corporate Governance and a certificate from the Auditors of the company regarding compliance of conditions of corporate as stipulated under clause 49 of the listing agreement with the stock exchange form part of the Annual Report.

In terms of sub-clause (v) of the Clause 49 of the listing Agreement a certificate of the CEO, inter alia, complying the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as a part of the report.

AUDITORS' REPORT- OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNT

The observations of the Auditors in the Auditors' report on the accounts of the Company together with the Notes to Accounts are self-explanatory and, therefore, do not call for any further explanation, in the opinion of Directors.

COST AUDITORS' REPORT-

The observations of the Cost Auditors in the their report are self-explanatory and, therefore, do not call for any further explanation, in the opinion of Directors.

INSURANCE:

All the insurable interests of your Company including buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

CEO CERTIFICATION:

Managing Director and Manager Finance & Accounts have certified to the Board that:

1. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

(a) These statements do not contain any

materially untrue statement or omit any material fact contain statements that might be misleading.

(b) These statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transaction entered into by the Company during the year, which are fraudulent, illegal or volatile of the company's code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to the financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in design or operation of internal controls, if any, of which they are aware and the steps they have taken or propose to take rectify these deficiencies.

4. We have brought in notice to the auditors and the Audit Committee all the material transaction, which have substantial effect on the financial health of the company

ACKNOWLEDGEMENT:

Your Directors wishes to place their deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company who have contributed in every possible measure towards the performance and the Company's inherent strength. The Directors are also thankful to the Bankers State Bank of Bikaner & Jaipur and Shareholders' appreciation of the managements' efforts at the General Meetings of the Company which helps to strive for better performance year after year.

Place: Bhiwadi

Date: 31.07.2012 For and on behalf of the Board For Ashiana Ispat Limited

Sd/- Sd/- (Sukhbir Singh Jain) (Mr. Naresh Chand) Chairman Managing Director


Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the Nineteenth Annual Report of your Company along with the Audited Accounts for the financial year-ended 31stMarch, 2011.

FINANCIAL RESULTS:

SI. Particulars 2010 2009 No. 2011 2010

1. Gross Sale 28409,86 120935.94

2. Profit before 1867.62 817.89 Depreciation interest and Tax

3. Interest 1386.79 1370797

4. Depreciation 133.58 123.69

5. Profit/ (Loss) for 347.85 323.23 the year before tax

6. Balance (Cr.) 952.42 746.76 brought forward from the previous year

7. Balance (Cr.) 1181.02 952.42 carried forward to the Balance Sheet

OPERATIONS

During the year under review, your Company has exceeded expectations and recorded a robust financial performance with revenue - growth of 35.70% to Rs. 28, 409.86 Lacs, PBT growth of 7.62% to Rs. 347.85 Lacs and PAT growth of 9.53% to Rs. 231.18 Lacs. Despite of the economic recession your Company has set new milestones and Turnover volume touched all time high record Rs. 28,409.86 Lacs (previous year Rs. 20935.93 lacs). Higher productivity has been accompanied by better utilization of limited resources and better logistics management, increased market share in addressable markets and turnover incentive to dealers and distributors. On account of thrust on infrastructure development and promotion of housing sector including participation through foreign direct investments, the demand and prices of restructure bar see better future ahead.

DIVIDEND:

The Board of Directors has not recommended any dividend and transferred all the distributable profit to the general reserve account of the company.

CAPITAL STRUCTURE: During the year under review, the share capital of your company remained unchanged. FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non- Banking Non- Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975 DIRECTORS Retirement by Rotation : Mr. Sanjay Kumar Jain and Mr. Rajender Prasad Bansal, Directors, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The proposals regarding their re-appointment as Directors are placed for your approval.

Mr. Sanjay Kumar Jain is specialized in operations process improvement, cost and spend retionalization, and enchaced resource utilization During his carrier he has been associated with iron and steel industry in different capacities. Presently he is looking after the production and ensuring the production of high quality iron rod.

Mr.Rajender Prasad Bansal having more than 30 years experience of iron and steel industry. His presence on the Board is immense beneficial forthe company in long run. AUDITORS

M/s. S. Singhal & Co., Chartered Accountants, of Bhiwadi, Alwar, Rajasthan, Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors' if approved. DEPOSITORY SYSTEM: M/s. Link In time India Private Limited ( old name- M/s. Intime Spectrum Registry Limited), A-40,2"d Floor, Naraina Industrial Area, Phase-II, Near Batra Banquet Hall, New Delhi-110028, Ph-011-41410592-94, as per SEBI Guidelines has been working as share transfer agent. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION Particulars of Energy Conservation/ Technology Absorption and Foreign Exchange earnings and out go as per Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as an Annexure to this report. Annexure-A PARTICULARS OF EMPLOYEES Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975, are not applicable because non of the Directors or employees of the Company getting remuneration exceeding the limit prescribed therein. CORPORATE SOCIAL RESPONSIBILITY: Committed to enhancing prosperity as a responsible corporate, Ashiana focuses on health services to its external community. It has been associated with Mahaveer International, a premier social organization having aim to make the Capital Delhi free from Cataract.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report. DEMATERIALISATION OF SHARES: 33.06 % of the company's paid up Equity Share Capital is in dematerialized form as on March 31st, 201 land balance 66.94 % is in physical form.

The Company's Registrars are M/s. Link Intime India Pvt. Ltd. A-40, 2nd Floor, Naraina Industrial Area, Phase-II, New Delhi-110028. LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2011-2012 to BSE, where the Company's Shares are listed and in the process to get the shares delisted from the Magadh Stock Exchange Association Limited, Patna, The Delhi Stock Exchange Association Limited, Delhi, and the Jaipur Stock Exchange Limited, Jaipur. THE DIRECTOR'S RESPONSIBILITY STATEMENT (UNDER SECTION 217 (2AA) OF COMPANIES Act, 1956.) To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statement in terms of Section 217 (2AA) of the Companies Act 1956. 1. That in the preparation of the Annual Accounts for the year ended 31st March, 2011 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any

2. That such accounting policies as mentioned in Notes on Accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the State of affairs of the Company at the Financial year 31st March,2011 and of the profit of the Company forthat year.

3. That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Annual Accounts for the year ended 31st March, 2011 has been prepared on a going concern basis.

THE CORPORATE GOVERNANCE CODE The company has adopted the best possible corporate governance norms and it has been our Endeavour to comply upgrade to the changing norms.

A separate section on corporate Governance and a certificate from the Auditors of the company regarding compliance of conditions of corporate as stipulated under clause 49 of the listing agreement with the stock exchange form part of the Annual Report. In terms of sub-clause (v) of the Clause 49 of the listing Agreement a certificate of the CEO, inter alia, complying the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as a part of the report.

AUDITORS' REPORT- OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNT

The auditors' report on the accounts of the

Company is self-explanatory.

CEO CERTIFICATION:

Managing Director and Manager Finance &

Accounts have certified to the Board that:

1. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

(a) These statements do not contain any materially untrue statement or omit any material fact contain statements that might be misleading.

(b) These statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transaction entered into by the Company during the year, which are fraudulent, illegal or volatile of the company's code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to the financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in design or operation of internal controls, if any, of which they are aware and the steps they have taken or propose to take rectify these deficiencies.] 4. We have brought in notice to the auditors and the Audit Committee all the material transaction, which have substantial effect on the financial health of the company ACKNOWLEDGEMENT: The Company places on record its deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company who have contributed in no small measure to the performance and the Company's inherent strength. Grateful thanks are also due to the our Bankers State Bank of Bikaner & Jaipur and Shareholders' appreciation of the managements' efforts at the General Meetings of the Company and otherwise, is a great fillip to strive for better performance year after year.

For and on behalf of the Board of Directors

Place: Bhiwadi Date: 10.08.2011 Sd/-

(Sukhbir Singh Jain) Chairman

 
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