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Aanchal Ispat Directors Report, Aanchal Ispat Reports by Directors
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Aanchal Ispat

BSE: 538812|ISIN: INE322R01014|SECTOR: Steel - Sponge Iron
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Directors Report Year End : Mar '18    Mar 15

Dear Shareholders,

The Directors take pleasure in presenting the 23rd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year ended 31st March, 2018 is summarised below:

(Rs. in Lacs)

PARTICULARS

2017-2018

2016-2017

Revenue From operations

38,451.31

27,947.95

Other Income

59.00

99.16

Total Income

38,510.31

28,047.11

Total Expenditure other than Financial Cost & Depreciation

37,741.07

27,330.03

Profit before Depreciation, Finance Cost & Tax

769.24

717.08

Finance costs

472.95

466.31

Depreciation and amortization expenses

73.42

48.62

Profit/(loss) before exceptional items and tax

222.87

202.14

Exceptional Items (Income) / Expense

Profit/ (loss) before tax

222.87

202.14

a)

Current Tax

67.72

65.47

b)

Current Tax Expense relating to Prior Year''s

6.13

9.75

c)

Deferred Tax

16.30

3.13

Profit/(loss) for the period

132.72

123.71

Other Comprehensive Income (net of tax)

2.06

1.29

A.

(i) Items that will not be reclassified to profit or loss

(ii) Income tax relating to items that will not be reclassified to profit or loss

B.

(i) Items that will be reclassified to profit or loss

(ii) lncome tax relating to items that will be reclassified to profit or loss

2.06

1.29

Total Comprehensive Income for the period Comprising Profit (Loss) and Other comprehensive Income for the period )

130.66

122.50

Earning per equity share (of Rs 10/- each)

Basic (in Rs.)

Diluted (in Rs.)

0.63

0.63

0.59

0.59

RESULTS OF OPERATIONS AND STATE OF THE COMPANY''S AFFAIRS:

The Ministry of Corporate Affairs (MCA), vide its notification in its official gazette dated 16th February 2015, notified Indian Accounting Standards (Ind AS) applicable to certain class of Companies. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies Accounts Rules, 2014. For your company, Ind AS is applicable from April 1, 2017 with a transition date of April 1, 2016 and IGAAP as its previous GAAP.

- Revenue from operations increased by 37.58% to Rs. 38451.31 Lacs in 2017-18.

- Total Income increased by 37.31% to Rs. 38510.31 Lacs in 2017-18.

- PBT increased by 10.26% to Rs.222.87 Lacs in 2017-2018.

- PAT increased by 7.21 % to Rs. 132.72 Lacs in 2017-2018.

During the current financial year 2017-18, no amount has been appropriated to General Reserve.

The detailed Operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report.

SHARE CAPITAL

During the year under review, there was no change in the share capital structure and the paid up capital of the Company as on 31st March, 2018 was Rs.208,537,500.

DIVIDEND

No dividend was recommended for the current financial year to enable the company to conserve the surplus generated for future business use. There was no unpaid/unclaimed Dividend declared and paid last year and hence the provisions of Section 125 of the Companies Act, 2013 do not apply.

DEPOSITS

During the year under review the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, and the rules made thereunder.

FINANCIAL ACCOUNTING

The Financial Statements have been prepared in compliance with Indian Accounting Standards Ind-AS issued by The Institute of Chartered Accountants of India (ICAI) effective from 01, April, 2016 and provisions of Section 133 of the Companies Act, 2013.

These financial statements for the year ended 31 March, 2018 are the Company''s first Ind AS financial statements. The impact of transition has been accounted for in the opening reserves and the comparative period figures have been reinstated accordingly. Further, as per Ministry of Corporate Affairs (MCA) notification, the financial statements have been prepared as per the format prescribed under the Schedule III to the Companies Act, 2013.

LISTING OF SHARES

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited, Mumbai. During the year the Company migrated from SME Board of BSE to Main Board of BSE, w.e.f 5th June, 2017.

PERFORMANCE EVALUATION

The Company has devised a policy for performance evaluation of the Board, Committees and other Individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation process interalia considers attendance and participations of Directors in the meetings; commitment (including guidance provided to senior management outside of Board/ committee meetings); Effective deployment of qualification, knowledge and expertise; effective management of relationship with stakeholders; Integrity and maintaining of confidentiality; Independence of behaviour and judgement and impact and influence.

During the year under review, the Board carried out annual evaluation in accordance with the above said policy and expressed satisfaction on the evaluation process and the performance of all the Directors, the Committees and the Board as a whole.

POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Committee has formulated the Nomination and Remuneration Policy which broadly laid down the various principles of remuneration and covers the procedure for selection, appointment and compensation structure of Board members, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of the Company. The said Policy forms a part of this Report as. Annexure-A, and the same is also available on the website of the company at www. aanchallispat. com

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: —

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 as at 31st March, 2018 and of the profit of the company for the year end on that date;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(f) your Company has had laid down Internal Financial Controls and that such Internal Financial Controls are adequate and were operating effectively.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure-B as attached hereto and forming part of this report.

CORPORATE GOVERNANCE

Your Company has practised sound Corporate Governance and taken necessary actions at appropriate times for enhancing and meeting stakeholders'' expectations while continuing to comply with mandatory provisions of Corporate Governance. Your Company has complied with the requirements of all applicable regulations read with Schedule-V of SEBI Listing regulations as issued by SEBI and amended from time to time.

A report on Corporate Governance along with certificate from M/s Raj Chandra & Associates, Chartered Accountants, regarding compliance of conditions forms a part of this report and has been annexed as Annexure-C hereto.

CODE OF CONDUCT

The Code of Conduct of Directors, KMP''s and Senior executive of the Company is already in force and the same has been placed on the Company''s website www.aanchalispat.com and the declaration for the affirmation with the same forms a part of this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company do not have any Subsidiaries or Joint Venture or Associate during the year under review.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

As per the terms of Regulation 34(2) read with Schedule V of SEBI Listing Regulations, Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The particulars of employees as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended) are given in separate annexure attached hereto as Annexure-D and forms a part of this report.

Further stating there were no such employees drawing remuneration in excess of the limits set out in Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) & 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS

Events Occurring after Balance Sheet Date/Board''s Report

Ms. Preetee Agarwal, Woman Independent Director (DIN: 07344364) resigned from Directorship of the Company w.e.f. closure of business hours on 30th day of May, 2018 due to personal reasons. The Board placed on record its sincere appreciation for the contribution of Ms Preetee Agarwal as Independent Director of the Company during her directorship and also for her significant contributions made to the management of affairs of the Company and her valuable advises made to the Board from time to time.

Director retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Manoj Goel (DIN: 00554986) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors on recommendation of Nomination & Remuneration Committee has recommended for the approval of appointment/ re-appointment of the aforesaid Directors at the ensuing Annual General Meeting.

The brief details of the Directors to be appointed/re-appointed as required under Regulation 36 of the SEBI Listing Regulation are given in the Notice convening the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The Following director/officials of the Company have been designated as Key Managerial Personnels (KMP''s) of the Company by the Board of Directors in terms of provisions of Section 203 of the Companies Act, 2013 and the Regulations:

1. Mr. Mukesh Goel, Managing Director;

2. Mr. A.S Nageswar Rao, Chief Financial Officer;

3. Ms. Neha Sharma, Company Secretary & Compliance Officer.

During the Financial year 2017-2018, Ms. Priyanka Bhauwala, Company Secretary & Compliance Officer. resigned from her office w.e.f. close of business hours of 14th day of November, 2017.

Ms. Neha Sharma was appointed as the Company Secretary & Compliance Officer of the Company at the Board Meeting held on 14th of February, 2018.

DECLARATION FROM INDEPENDENT DIRECTORS

The terms & condition for appointment of Independent Directors are as per the provisions of Section 149 & Schedule IV of the Companies Act, 2013. The Company has received declarations from all Independent Directors confirming that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as Independent directors during the year.

AUDITORS & AUDITORS'' REPORT

Statutory Auditors

M/s Raj Chandra & Associates, Chartered Accountants (Firm Registration No. 326312E) were appointed as Statutory Auditors of the Company for a term of five years at the 21st Annual General Meeting held on 28th September, 2016. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Their continuance of appointment or otherwise and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

Cost Auditor

The Board had appointed M/s A.S & Associates, Cost Accountants (Firm Registration no. 000523) as the Cost Auditors of the Company for conducting the audit of cost records of products of the Company for the F.Y 2017-2018.

Secretarial Auditor

In terms of Section 204(1) of the Companies Act, 2013, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has engaged Ms. Manisha Saraf, Company Secretary in whole time practice (Membership No. FCS-7607, Certificate of Practice No.-8207) as the Secretarial Auditor of the Company for the Financial Year 2017-2018 to conduct the Secretarial Audit.

The Secretarial Audit Report for the financial year ended 31st March, 2018 has been annexed as Annexure- E and forms a part of this annual report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

CONTRACTS OR ARRANGEMENT WITH RELATED PARTY

All contracts /arrangement /transaction with related parties entered by the Company during financial year under review were on arm''s length basis and were in the ordinary course of business.

During the year, the Company had not entered contracts /arrangement /transaction with related parties which could be considered material as per the explanation provided under Regulation 23(1) of SEBI Listing Regulations.

The policy on dealing with Related Party Transactions as approved by the Board may be assessed on the Company''s Website at www.aanchalispat.com .

There were no materially significant related party transactions which could have potential conflict with the interest of the Company at large.

Members may refer to Note 30 to the standalone financial statements which set out related party disclosures pursuant to Ind AS.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 5 times during the year, detailed information about dates of meetings and attendance of Directors thereat is given in the Corporate Governance Report annexed to this report. The intervening gap between any two meetings was not more than one hundred twenty days as mandated under the provisions of Section 173 of the Companies Act, 2013and Regulation 17(2) of the SEBI Listing Regulations.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Sudhir Kumar Budhia, Mr. Mukesh Agarwal & Mr. Manoj Goel.

During the year, Ms. Preetee Agarwal (the erstwhile member of Committee) was inducted in the committee as a member at the Board meeting dated May, 29, 2017, and accordingly the Audit Committee had been reconstituted and later on ceased to be a member of the Committee due to her resignation with effect from May, 30, 2018.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the period under review, the Company has not made any loan, guarantee or investment in terms of provisions of Section 186 of the Companies Act, 2013.

SECRETARIAL STANDARDS

The directors state that applicable Secretarial Standards, i.e. SS-1 & SS-2, relating to ''Meeting of the Board of Directors'' and ''General Meeting'' respectively have been duly followed by the Company.

MATERIAL CHANGES AFFECTING THE COMPANY

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. There has been no change in the nature of business of the Company.

RISK MANAGEMENT POLICY

The risk management strategy of your Company is based on a clear understanding of various risks, and adherence to well-laid out risk policies and procedures that are benchmarked with industry best practices. The Company has developed robust systems and embraced adequate practices for identifying, measuring and mitigating various risks - business, strategic, operational, market, credit, liquidity, reputational and process risks - and ensuring that they are maintained within pre-defined risk appetite levels.

EXTRACT OF THE ANNUAL RETURN

In terms of provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management & Administration) Rules, 2014, a copy of the Annual return as prescribed under Section 92 of the Companies Act, 2013 forms a part of this report and is annexed as Annexure-F and the same can also be assessed at the website of the Company at www. aanchalispat. com.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of section 135 of the Companies Act, 2013 along with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

VIGIL MECHANSIM

The Company has established a robust vigil mechanism and whistle blower policy through the audit committee to mitigate the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company.

Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the ethics officer or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link www. aanchalispat. com.

INTERNAL FINANCIAL CONTROLS

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional expert as well as testing of the internal financial control systems by the internal auditors during their course of their audit. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

CREDIT RATING

During the Financial year 2017-2018, Company has been reaffirmed at BWR BB (pronounced as BWR Double B Plus) for Long term Tenure and at BWR A4 (Pronounced as BWR A Four Plus) for short term tenure. The said reaffirmation in rating is based on the operational and financial performance of the Company.

INSURANCE

The Company has taken appropriate insurance for all assets against foreseeable perils.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Compliant Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which is responsible for redressal of complaints relating to sexual harassment at work place. During the year no complaint was filed before the said Committee.

COURT/TRIBUNAL ORDERS

There were no instances of any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

ACKNOWLEDGEMENT

The Board of Directors thank the shareholders for their continued support and they would like to place on record their appreciation for the dedicated services rendered by the Employees at all levels.

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year.

We place on record our appreciation of the contribution made by the employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

For and on Behalf of the Board of Directors

Sd/-

(Mukesh Goel)

Date: 30th May, 2018 Managing Director

Place: Howrah (DIN:00555061)

Source : Dion Global Solutions Limited
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