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
Mar 31, 2010
The Directors are pleased to present the Eighteenth Annual Report of
your Company along with the Audited Accounts for the financial
syear-ended 31-March, 2010.
Financial results:
Sl. No. Particulars 2009-2010 2008-2009
1 Gross Sale 20935.93 23444.37
2 Profit before Depreciation
interest and Tax 845.87 783.42
3 Interest 398.95 364.31
4 Depreciation 123.69 115.85
5 Profit/ (Loss) for the year
before tax 323.23 303.27
6 Balance (Cr.) brought
forward from the
previous year 746.76 543.00
7 Balance (Cr.) carried
forward to the
Balance Sheet 952.42 746.76
DIVIDEND:
The Board of Directors has not recommended any dividend and transferred
all the distributable profit to the general reserve account of the
company.
Performance of the Company:
Your company increased profit 6.58% to Rs. 323.23 Lacs in the
financial year ended March 31,2010, compared to Rs.303.27 lac last
financial year. Careful Attention to cost control has increased PBT by
6.58% while experiencing a revenue decline of 10.70% over the 2009
fiscal year. Extended rolling-forecasts from some of our major
customers are showing some recovery in demand from the recent low-
point and, with help from better quality of our products; we expect to
return to Ashianas traditional growth mode.
SHIFTING OF CORPORATE OFFICE:
During the year , the corporate office of the company was shifted from
C-9/25, sector -8, Rohini, Delhi-110085 to C-9/36, sector -8, Rohini,
Delhi-110085.
Up gradation of the Plant:
Plant upgraded by installing new Coal Gassifier during the previous
year leads to less consumption of Ferro Oil and consequently helping in
the conservation of energy and minimizing the air pollution.
CAPITAL STRUCTURE:
During the year under review, the share capital ofyourcompany 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
Reappointment of Mr. Naresh Chand as Managing Director Keeping in view
of valuable services provided by Mr. Naresh Chand during his last
tenure, the Board of Directors reappointed him as Managing Director of
the Company with effect from January 25, 2011 in their meeting held on
29.06.2010 for a further period of five years. His appointment as
Managing Director of the Company is subject to the approval of the
Shareholders in ensuing Annual General Meeting.
Retirement by Rotation:
Mr. S.S. Jain and Mr. Ram Kumar Garg, 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.
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.
LISTING OF SECURITIES:
Shareholders in their Annual General Meeting held on 30.08.2003
approved the proposal for delisting the shares from the Magadh Stock
Exchange Association Limited, Patna, The Delhi Stock Exchange
Association Limited, Delhi, and the Jaipur Stock Exchange Limited,
Jaipur except the Stock Exchange Mumbai, Mumbai.
DEPOSITORY SYSTEM: M/s. Link Intime India Private Limited ( old name-
M/s. Intime Spectrum Registry Limited), A-40,2Ã Floor, Naraina
Industrial Area, Phase-ll, 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. 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. DONATIONS:
During the.year under report donations were made to Social/ Educational
Institutions amounting to Rs.6,67,800/-( Previous year Rs.3,13,000/-)
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.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The report as required under the listing agreements with the Stock
Exchanges is annexed and forms part of the Directors Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956 yours Directors hereby state and confirm that: On the basis
of the consultation with the finance executive of the company and
subject to disclosures in the Annual accounts, as also on the basis of
the discussion with the Statutory Auditors of the Company from time to
time, we state:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures wherever applicable;
ii) that 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 or loss of the Company for that period;
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities, if any;
iv) that the Directors have prepared the annual accounts on a going
concern basis.
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
Companys 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 companys 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 Companys 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
Sd/-
Place : Bhiwadi (Sukhbir Singh Jain)
Date: 29.06.2010 Chairman