Dear Members,
Your Directors have pleasure in presenting 52ndAnnual report
on the affairs of the Company together with the Audited Financial Statementsfor the year
ended on March 31,2024.
FINANCIAL PERFORMANCE:
The summarized financial performance of the Company is summarized
below;
(' In Lacs)
Particulars |
For the year ended March
31, 2024 |
For the year ended March
31, 2023 |
Gross Total Income (Including other Income) |
300.92 |
299.73 |
Total Income |
300.92 |
299.73 |
Total Expenses (Excluding Interest and Depreciation) |
560.15 |
362.05 |
Profit / (Loss) beforeDepreciation& Interest |
(271.48) |
(78.82) |
Less : Depreciation |
12.24 |
16.50 |
Less: Interest |
0 |
0 |
Profit / (Loss) Before Tax |
(259.24) |
(62.31) |
Less : Current Tax |
0 |
0 |
Less: MAT Credit |
0 |
0 |
Less: Deferred Tax |
(30.61) |
3.43 |
Net Profit / (Loss) After Tax |
(228.63) |
(65.74) |
Other Comprehensive Incomeafter Tax |
-- |
- |
Total Comprehensive Incomefor the year |
(186.90) |
(64.50) |
Note: Previous year's figures have been regrouped/ reclassified
wherever necessary to correspond with the current year's classification / disclosure.
The Financial Statements of the Company are prepared in accordance with
Indian Accounting Standards (IND AS) including the Rules notified under the relevant
provisions of the Companies Act, 2013, forms part of the Annual Report and Accounts.
HIGHLIGHTS OF THE FINANCIAL SUMMARY:
During the period, the total Income of the Company for the year ended
on March 31, 2024 was ' 300.92 lacsagainst total income of ' 299.73 lacs in
the previous year and net loss of the Company is amounted to ' (228.63) lacs as
against the net loss of ' (65.74)lacs in the previous year. Your Board as usual
continues to make its best possible efforts to improve the overall working and financial
performance of your Company.
DIVIDEND:
Due to loss during the year, No dividend is recommended on equity
shares for F.Y.2023-24.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
Section 124 of the Companies Act, 2013, read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("the Rules"), mandates that companies transfer dividend that has remained
unclaimed for a period of seven years from the unpaid dividend account to the Investor
Education and Protection Fund (IEPF). Further, the Rules mandate that the shares on which
dividend has not been paid or claimed for seven consecutive years or more be transferred
to the IEPF.
The following table provides a list of years for which unclaimed
dividends and their corresponding shares would become eligible to be transferred to the
IEPF on the dates mentioned below
Year |
Dividend per share |
Date of declaration |
Due date for transfer |
2016-17 |
Rs 0.50 (5%) |
04-09-2017 |
09-10-2024 |
2017-18 |
Rs 0.50 (5%) |
19-09-2018 |
24-10-2025 |
2018-19 |
Rs 0.50 (5%) |
22-08-2019 |
02-08-2026 |
2019-20 |
Nil |
Nil |
Nil |
2020-21 |
Nil |
Nil |
Nil |
2021-22 |
Nil |
Nil |
Nil |
2022-23 |
Nil |
Nil |
Nil |
In order to educate the shareholders and with an intent to protect
their rights, the Company also sends regular reminders to shareholders to claim their
unclaimed dividends / shares before it is transferred to IEPF. Shareholders may note that
both the unclaimed dividends and corresponding shares transferred to IEPF, including all
benefits accruing on such shares, if any, can be claimed from IEPF following the procedure
prescribed in the Rules. No claim shall lie in respect thereof with the Company.
Dividend remitted to IEPF
Financial Year |
Dateof declaration |
Date of transfer to IEPF |
Amount transferred to IEPF |
2010-11 |
28-09-2011 |
26/09/2019 |
152,513 |
2011-12 |
21-09-2012 |
06/11/2019 |
177,973 |
2012-13 |
22-08-2013 |
07/10/2020 |
1,80,997 |
2013-14 |
04-09-2014 |
12/10/2021 |
1,83,748 |
2014-15 |
---- |
---- |
---- |
2015-16 |
16-09-2016 |
13/10/2023 |
1,62,599 |
Shares transferred to IEPF
During the financial year 2016-17, the Company has paid dividend '
0.50 per share and the unpaid dividend will be transferred to IEPF account in accordance
with IEPF rules.
TRANSFER TO RESERVES:
There was no profit available for the year under reviewhence the Board
has not proposed to transfer any amountto general reserve
SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS:
Subject to the applicable Provisions of the Companies Act, 2013 read
with various Circulars and notifications issued from time to time, alldocuments, including
the notice and Annual Report will be sent through electronic transmission in respect of
members whose email IDs areregistered in their demat account or are otherwise provided by
the members.
CHANGE OF REGISTERED OFFICE:
During the year, there has been no change in the Registered Office of
the Company. However, after the end of F.Y. 2023-24, the Registered Office of the Company
was shifted from North Tower, 604, ONE-42 Complex, B/h Ashok Vatika, Nr. Jayantilal Park
BRTS, Ambli-Bopal Road, Ahmedabad-380058, Gujarat to Office No.213, Sakar 5, B/hNatraj
Cinema, Off Ashram Road, Ellisbridge, Ahmedabad - 380009, Gujaratwithin the local limits
of the city w.e.f August 07, 2024.
CHANGE IN THE NATURE OF THE BUSINESS:
During the year, there is no change in the nature of the business of
the Company.
PUBLIC DEPOSITS:
During the year, your Company has not accepted any deposits from the
public within the meaning of Sections 73, 74, 75 and 76 of the Companies Act, 2013 and the
Rules framed there under to the extent notified and as such, no amount on account of
principal or interest on deposits from publicwas outstanding as on the date of the balance
sheet..
STATE OF THE COMPANY'S AFFAIRS:
The state of the Company affairs forms an integral part of Management
Discussion and Analysis Report is furnished in "Annexure-B" and is
attached to the report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary or Joint Venture or Associate
Company.
OPEN OFFER AND CHANGE IN MANAGEMENT
After the end of the Financial Year, 2023-24, Mr. Rohit Pandey as
Acquirer 1 and Mr. Sunil Dutt Pandey as Acquirer 2 have entered into a Share Purchase
Agreement ("SPA") dated 03/05/2024 with the promoters and promoter group of the
Target Company naming Ahmedabad Steelcraft Limited for acquisition of 27,76,832 (Twenty
Seven Lakh, Seventy Six Thousand and Eight Hundred Thirty Two) equity shares ("Sale
Shares") of face value of ' 10/- each representing 67.86 % of the paid up and
voting equity share capital of the Company.
The Acquirers did an open offer to the public shareholders under the
SEBI (SAST) Regulations, 2011 and acquired control of the Company. Further Mr. Rohit
Pandey and Mr. Sunil Dutt Pandey have acquired the equity shares of old promoters and
became the promoters of the Company through an open offer in accordance with SEBI (SAST)
Regulations, 2011. The Company has been taken over by new promoters and the old management
viz. Mr. Ashok Chandrakant Gandhi, Independent Director. Mr. Shreyas Chinubhai Sheth-
Independent Director, Mr. ShrujalSudhirbhai Patel, Independent Director, Mr. Darshan
Ashokbhai Jhaveri, Managing Director, Mr. Anand Vipinchandra Shah, Managing Director, Mr.
Anand Navinchandra Jhaveri, Wholetime Director, Mrs. Nitaben Girishchandra Shah, Wholetime
Director, Mr. Kartikeya Shashankbhai Shah ,Wholetime Director, Mr. Aniruddh Darshanbhai
Jhaveri Non-Independent Director Mr. Viral Anil Jhaveri Chief Executive Officer and Mr.
Arjun Anand Shah ,Chief Financial Officer. have tendered their resignation from the
respective designation with effect from June 28, 2024. Your Directors place on record
their appreciation of valuable services rendered during their tenure as a director &
Management of the Company.
The Board is re-organised with the new management viz. Mr. Rohit
Pandey, Managing Director, Mr. Sunil Dutt Pandey- Dircetor, Mrs. Preeti Punia, Director,
Mr. Rajeev Singh Independent Director and Mr. Rajeev Jain, Independent Director with
effect from June 28, 2024.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Composition of Boardand Key Managerial Personnel
Name of Directors |
Designation |
Category |
No. of Board Meeting held during the year |
No. of Meeting director is entitled to
attend |
No. of Board Meeting attended during the
year |
Mr. Ashok Chandrakant Gandhi1 |
Independent Director |
Chairman, Independent, NonExecutive |
5 |
5 |
5 |
Mr. Shreyas Chinubhai Sheth2 |
Independent Director |
Independent, NonExecutive |
5 |
5 |
5 |
Mr. ShrujalSudhirbhai Patel3 |
Independent Director |
Independent, NonExecutive |
5 |
5 |
5 |
Mr. Darshan Ashokbhai Jhaveri4 |
Managing Director |
Promoter, Executive |
5 |
5 |
4 |
Mr. Anand Vipinchandra Shah5 |
Managing Director |
Promoter, Executive |
5 |
5 |
3 |
Mr. Anand Navinchandra Jhaveri6 |
Whole Time Director |
Promoter, Executive |
5 |
5 |
4 |
Name of Directors |
Designation |
Category |
No. of Board Meeting held during the year |
No. of Meeting director is entitled to
attend |
No. of Board Meeting attended during the
year |
Mrs. Nitaben Girishchandra Shah7 |
Whole Time Director |
Promoter, Executive |
5 |
5 |
4 |
Mr. Kartikeya Shashankbhai Shah8 |
Whole Time Director |
Promoter, Executive |
5 |
5 |
5 |
Mr. Aniruddh Darshanbhai Jhaveri9 |
Non-Independent Director |
Promoter, Executive |
5 |
5 |
3 |
Mr. Viral Anil Jhaveri10 |
Chief Executive Officer |
Promoter |
5 |
5 |
5 |
Mr. Arjun Anand Shah |
Chief Financial Officer |
|
5 |
5 |
5 |
Ms. Siddhi Shah |
Company Secretary & Compliance Officer |
|
5 |
5 |
5 |
Mr. Rohit Pandey11 |
Managing Director |
Promoter |
|
|
|
Mr. Sunil Dutt Pandey12 |
Additional Director |
Promoter - NonIndependent Director, NonExecutive |
|
|
|
Mrs. Preeti Punia13 |
Additional Director |
Non-Independent Director, NonExecutive |
|
|
|
Mr. Rajeev Singh14 |
Additional Director |
Independent Director, NonExecutive |
|
|
|
Mr. Rajeev Jain15 |
Additional Director |
Independent Director, NonExecutive |
|
|
|
1. Mr. Ashok Chandrakant Gandhi (DIN: _00022507) has resigned from the
position of Independent Director of the Company w.e.f. June 28,2024.
2. Mr. Shreyas Chinubhai Sheth (DIN: 00009350) has resigned from the
position of Independent Director of the Company w.e.f. June 28,2024.
3. Mr. ShrujalSudhirbhai Patel (DIN:02087840) has resigned from the
position of Independent Director of the Company w.e.f. June 28,2024.
4. Mr. Darshan AshokbhaiJhaveri (DIN:00489773) has resigned from the
position of Managing Director of the Company with effect from June 28,2024.
5. Mr. Anand Vipinchandra Shah (DIN:00017452 has resigned from the
position of Managing Director of the Company with effect from June 28,2024.
6. Mr. Anand Navinchandra Jhaveri (DIN:00489833) has resigned from the
position ofWholetimeDirector of the Company with effect from June28,2024.
7. Mrs. Nitaben Girishchandra Shah (DIN:03225876) has resigned from the
position ofWholetime Director of the Companywith effect from June28,2024.
8. Mr. Kartikeya Shashankbhai Shah (DIN: 01988972) has resigned from
the position of Wholetime Director of the Company with effect from June 28, 2024.
9. Mr. Aniruddh Darshanbhai Jhaveri (DIN: 08076497), has resigned from
the position of Director of the Company with effect from June 28,2024
10. Mr. Viral AnilbhaiJhaveri (DIN:00489644) has resigned from the
position ofChief Executive Officer of the Company with effect from June 28,2024.
11. Mr. Rohit Pandey (DIN: 03425671) has been appointed as Additional
Director under the category of Managing Director of the Company with effect from June 28,
2024 and to be confirmed as Managing Director by the members subject to passing of the
resolution in this52ndAnnual General Meeting to be held on September 30,2024.
12. Mr. Sunil Dutt Pandey (DIN: 06972473) has been appointed as
Additional Directorunder the category of Whole-Time Director of the Company with effect
from June 28,2024 and to be confirmed as Whole time Director by the members subject to
passing of the resolution in this 52ndAnnual General Meeting to be held on
September 30,2024.
13. Mrs. Preeti Punia (DIN: 10684352) has been appointed as Additional
Director under the category of Whole-Time Director of the Company with effect from June
28,2024 and to be confirmed as Whole time Director by the members subject to passing of
the resolution in this 52ndAnnual General Meeting to be held on September
30,2024.
14. Mr. Rajeev Singh (DIN: 10686736) has been appointed as Additional
Director under the category of Independent Director of the Company with effect from June
28,2024 and to be confirmed as Independent Director by the members subject to passing of
the resolution in this 52ndAnnual General Meeting to be held on September
30,2024.
15. Mr. Rajeev Jain (DIN: 10686749) has been appointed as Additional
Director under the category of Independent Director of the Company with effect from June
28,2024 and to be confirmed as Independent Director by the members subject to passing of
the resolution in this 52ndAnnual General Meeting to be held on September
30,2024.
b) Retirement by rotation:
As all old directors of the Company resigned due to change of
management and new appointment is being done on the Board as an additional director. All
present Directors on the Board are Additional Director and their regularisation is
proposed in the ensuing AGM, hence there are no Director in the 52nd AGM who
are retiring by rotation and eligible for re-appointment.
c) Declaration of Independence
Mr. Rajeev Singh and Mr. Rajeev Jain Independent Directors the Company
appointed on June28, 2024. Both the Independent Directors are being appointed as an
Additional Director and regularization of their appointment for the term of 5 years is
proposed in the ensuing 52nd Annual General Meeting. Both the Independent
Directors provided with the declaration of Independence confirming that they meet the
criteria of independence as prescribed under the provisions of the Companies Act, 2013
read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of
Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the
time being in force).
The Board is of the opinion that all Independent Directors of the Compa
ny possess requisite qualifications, experience, expertiseand they hold highest standards
of integrity.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with theCompany, other than sitting
fees and reimbursement of expenses incurred by them for the purpose of attending meetings
of theBoard /Committee of the Company.
d) Performance Evaluation
Pursuant to the Provisions of the Companies Act, 2013and Regulation 17
of SEBI Listing Regulations, the Board has carried out the annual performance evaluation
of its own performance, performance of the Chairman, the Committees and independent
Directors without Participation of the relevant Director. The Nomination and Remuneration
Committee of the Board continuously evaluates the performance of the Board and provides
feedback to the Chairman of the Board. The independent directors had a separate meeting
without the presence of any non-independent directors and management and considered and
evaluated the Board's performance, performance of the Chairman and other non-independent
directors and shared their views with the Chairman. The Board had also separately
evaluated the performance of the Committees and independent directors without
participation of the relevant director.
e) Meeting of Board and Committees
The Board of Directors of the Company met (5) five times during the
financial year ended March 31,2024, on May 30, 2023, August 08,2023, October 31,2023,
February 13,2024 and March 28, 2024.Details of attendance of meetings of the Board and
itsCommittees are included in this report.The Independent Directors met on March 28, 2024,
during the financial year under review.
f) Board Committees
As required under the Companies Act, 2013 and SEBI Listing Regulations,
2015, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration
Committee and (c) Stakeholders Relationship Committee. A detailed note on the composition
of the Committees, role and responsibilities assigned to these Committees etc. are
included in this report.
g) Key Managerial Personnel
The following have been designated as the Key Managerial Personnel of
the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on the
date of signing this Report:
1. Mr. Rohit Pandey, Managing Director (w.e.f. 28/06/2024)
2. Ms. Siddhi Shah, Company Secretary &Compliance Officer
INDEPENDENT DIRECTORS' MEETING:
The Independent Directors met on March 28, 2024 to discuss the
performance evaluation of the Board, Committees, Chairman and the individual Directors.
The Independent Directors reviewed the performance of the
non-independent Directors and Board as whole. The performance of the Chairman taking into
account the views of executive Directors and Non-Executive Directors and assessed the
quality, quantity and timeline of flow of information between company management and
Board.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(3)(c) of the Companies
Act, 2013 with respect to Directors' Responsibility Statement, Your Directors confirm that
they have:
(i) followed applicable accounting standards, alongwith proper
explanation relating to material departures in the preparation of the annual accounts for
the financial year ended on March 31,2024;
(ii) 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 of the Company for the year under review;
(iii) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(iv) prepared the annual accounts for the financial year ended on March
31, 2024 on a going concern basis;
(v) had devised proper systems to ensure compliance with the Provisions
of all applicable laws and such systems were adequate and operating effectively; and
(vi) laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively.
AUDITORS:
The matters related to Auditors and their Reports are as under:
a) Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time,
The Auditors of the Company areM/s. Dhiren Shah & Co. having registration number FRN
No. 114633W were appointed as Statutory Auditors of the Company to hold office for five
years from the Financial Year 2022-23 to 2026-27, however due to change of management,M/s.
Dhiren Shah & Co. resigned as Statutory Auditors of the Company effective from August
13, 2024.
The Board Of Directors in it's meeting held on September 02, 2024
appointed M/S. Prateek Gupta & Company, Chartered Accountants (FRN: 016512C) as
Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of
M/s. Dhiren Shah &Co.. The new auditors shall hold office until the conclusion of the
53rd annual general meeting.
Further, the Board has also proposed to appoint M/S. Prateek Gupta
& Company, Chartered Accountants (FRN: 016512C) as Statutory Auditors of the Company
in the ensuing 52nd Annual General Meeting to hold office from the conclusion
of 52ndAnnual General Meeting (AGM) till the conclusion of the 57thAnnual General Meeting
of the Company to be held in the year 2029.
The Auditors have confirmed that they are not disqualified from
continuing as Auditors ofthe Company and they hold a valid certificate issued by the ICAI.
They have confirmed their eligibility and qualifications required under
the Act for holding office as Statutory Auditor of the Company.
During the financial year 2023-24, no frauds have either occurred or
noticed and/or reported bythe Statutory Auditors under Section 143(12) ofthe Companies
Act, 2013 read with the Companies(Audit and Auditors) Rules, 2014 (as amended fromtime to
time).Therefore no detail is required to bedisclosed under Section 134 (3) (ca) of the
Act.
The Notes to the financial statements referred in the Auditors Report
are self-explanatory. There are no qualifications or reservations or adverse remarks or
disclaimers given by Statutory Auditors of the Company and therefore do not call for any
comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed
with the financial statements in this Annual Report.
b) Cost Auditor
As the cost audit is not applicable to the Company, therefore the
Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.
Further, maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, is not
required by the Company and accordingly such accounts and records are not made and
maintained,
c) Internal Auditor
The Board of Directors has on the recommendation of Audit Committee,
and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed M/s.
Vars and Associates(FRN: 013729C) Chartered Accountant, as an Internal Auditor of the
Company.
d) Secretarial Auditor
Pursuant to the Provisions of Section 204 of the Act, read with Rule 9
of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, your
Company engaged the services of M/s.Amrish Gandhi &Associates , Firm of Practicing
Company Secretaries, Ahmedabadto conduct the Secretarial Audit of the Company for the
financial year ended March 31,2024. The Secretarial Audit Report for thefinancial year
ended March 31, 2024 in Form No. MR - 3 is attached as 'Annexure A' to this report.
The said report contains observation or qualification certain observation and
qualification which are mentioned here in under.
The said report contains observation or qualification which is
mentioned as below:
Qualification |
Explanation |
During the review period, Ahmedabad Steelcraft Ltd. addressed
a compliance issue concerning the late submission of its Annual Report for the quarter
ended March 2014 under SEBI Regulation 34. The company was fined ' 23,000/- by the BSE for
this delay. On 9th August 2023, the company submitted a waiver application to
the BSE, citing compliance with the earlier SEBI regulations. The penalty was subsequently
paid on 16th August 2023, and the company provided the BSE with the necessary
documentation to support its waiver request.. |
The Company has paid the fines imposed by
BSE. |
COMPANY SECRETARY AND COMPLIANCE OFFICER:
Ms. Siddhi Shah has been appointed as Whole Time Company Secretary and
Compliance Officer of the company.
SHARE CAPITAL:
Authorised Share Capital:
The Authorized share capital of the Company is ' 5,00,00,000 consisting
of 50,00,000 Equity Shares of Re. 10/- each,
Issued, Subscribed and Paid up Capital:
The Issued, Subscribed and paid Up Capital of the Companyis 4,09,20,000
consisting of 40,92,000 equity Shares of Re. 10/- each as on March 31, 2024.
EXTRA ORDINARY GENERAL MEETING:
During the year, pursuant to Section 100 of the Companies Act, 2013
read with the Companies (Management and Administration) Rules, 2014 (including any
statutory amendment(s) or re-enactment(s) made thereunder), your Company has not convened
any Extra Ordinary General Meeting of it's shareholders.
LISTING:
The Equity Shares of the Company are presently listed and actively
traded on the Bombay Stock Exchange (BSE). The Company is regularin payment of listing to
the Stock Exchange i.e. BSE Limited.
DEMATERIALIZATION OF SHARES:
As on March 31, 2024, there were 39,48,847 Equity Shares dematerialized
through depositories viz. National Securities Depository Limited and Central Depository
Services (India) Limited, which represents about 96.50% of the total issued, subscribed
and paid-up capital of the Company.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
i. the steps taken or impact on conservation of energy : Nil
ii. the steps taken by the company for utilizing alternate sources of
energy : None
iii. the capital investment on energy conservation equipments: Nil
B. TECHNOLOGY ABSORPTION:
i. the efforts made towards technology absorption : None
ii. the benefits derived like product improvement, cost reduction,
product development or importSubstitution: None
iii. in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)-Nil
a) The details of technology imported: None
b) The year of import: N.A.
c) Whether the technology been fully absorbed: N.A.
d) If not fully absorbed, areas where absorption has not taken place,
and the reasons thereof: N.A
e) The expenditure incurred on Research and Development: Nil
C. FOREIGN EXCHANGE EARNING &OUTGO :
i. Activites relating the export: Company exports steel related items.
ii. Foreign Exchange Earning : ' 39.76 Lacs (FOB Value)
iii. Foreign Exchange Outgo : Nil
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013:
During the financial year 2023-24, the Company has not given any loan
to any other Company.
The investment in other securities is within the authority given to the
Board by the shareholders under Section 186 of the Companies Act, 2013.
Particulars of loans given, investments made and securities provided
covered under Section 186 of the Companies Act,2013are provided in the Note No. C, D and E
specifying details of Non-Current Financial Assets: Investments & Current Financial
Assets: Loans & Advances respectively to the accompanying financial statements,
presented in this Annual Report. However, the Company had not provided securities and
given guarantees covered under Section 186 of the Companies Act, 2013 during the year
ended on March 31, 2024.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
In line with the requirements of the Companies Act, 2013 and SEBI
Listing Regulations, as amended from time to time, the Company has apolicy on Related
Party Transactions which is approved by the Board which inter-alia defines the process for
identifying, reviewing, approvingand monitoring of Related Party Transactions. The policy
was revised pursuant to the amendment of SEBI Listing Regulations and the same isavailable
on the Company's website at http://www.steelcraft.co.in/.
During the financial year 2023-24, there have been no material
significant related party transactions that may have potential conflict with theinterest
of the Company at large. Further Company did not enter into any contracts or arrangements
with related parties in terms of Section 188(i) of the Companies Act, 2013.
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 to the
Company for FY 2023-24.
ANNUAL RETURN:
Pursuant to the Provisions of Section 134(3)(a) and Section 92 of the
Act read with Rule 12 of the Companies (Management and Administration)Rules, 2014, Annual
Return of the Company as at March 31, 2024 is hosted on your Company's website at http://www.
steelcraft.co.in/
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which
can have impact on the going concern status and the Company's operations in future.
DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:
The Board Committees play a crucial role in the governance structure of
the Company and have been constituted to deal with specificareas/activities as mandated by
applicable regulations, which concern the Company and need a closer review. The
composition andterms of reference of all the Committees are in compliance with the
Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosures Requirements) Regulations, 2015, as applicable. During the year, all
therecommendations made by the respective Committees were accepted by the Board. All
observations, recommendations and decisions ofthe Committees are placed before the Board
for information or for approval.
The Company have Audit Committee, Stakeholders' Relationship Committee
and Nomination and Remuneration Committee.
(a) AUDIT COMMITTEE:
The Board of the Company has constituted an Audit Committee at the
Board level. The Audit Committee at the Board level acts as a link between the Statutory
Auditors, Internal Auditor, the Management and the Board of Directors and overseas the
Accounting Policies and Practices, Financial Reporting Process, Financial Statements,
Reports of Auditors.
The powers, role and terms of reference of the Audit Committee covers
the areas as contemplated under Regulation 18 of the Securities and Exchange Board of
India (Listing Obligations and Disclosures Requirements) Regulations, 2015and Section 177
of the Companies Act, 2013 as applicable along with other terms as referred by the Board
of Directors. The terms ofreference of the Audit Committee are broadly as under:
Oversight of the Company's Financial Reporting Process and the
disclosure of its Financial Information to ensure that the FinancialStatement is correct,
sufficient and credible;
Recommendation for appointment, remuneration and terms of
appointment of Auditors of the Company;
Approval of payment to Statutory Auditors for any other services
rendered by the Statutory Auditors;
Examinationand reviewing, with the Management, the Annual
Financial Statements and Auditors' Report thereon before submissionto the Board for
approval, with particular reference to:
i. Matters required to be included in the Director's Responsibility
Statement to be included in the Board's report in terms ofSection 134 (3)(c) of the Act;
ii. Changes, if any, in the Accounting Policies and Practices and
reasons for the same;
iii. Major accounting entries involving estimates based on the exercise
of judgment by Management;
iv. Significant adjustments made in the Financial Statements arising
out of audit findings;
v. Compliance with listing and other legal requirements relating to
Financial Statements;
vi. Disclosure of any Related Party Transactions;
vii. Qualifications in the draft Audit Report;
Reviewing with the Management, the quarterly Financial
Statements before submission to the Board for approval;
Review and monitor the Auditors' independence and performance
and effectiveness of audit process;
Approval or any subsequent modification of transactions of the
Company with Related Parties;
Scrutiny of Inter - Corporate Loans and Investments;
Evaluations of Internal Financial Controls and Risk Management
Systems;
Reviewing with the Management, performance of Statutory and
Internal Auditor and adequacy of the internal control systems;
Reviewing the adequacy of internal audit function and discussion
with Internal Auditors of any significant findings and follow upthere on;
Reviewing the findings of any internal investigations by the
Internal Auditors into matters where there is suspected fraud orirregularity or a failure
of internal control systems of a material nature and reporting the matter to the Board;
Discussion with Statutory Auditors before the audit commences,
about the nature and scope of audit as well as post-audit discussionto ascertain any area
of concern;
To review the functioning of the Whistle Blower Mechanism;
Carrying out any other function as is mentioned in the terms of
reference of the Audit Committee;
.Consider and comment on rationale, cost benefits and impacts of
schemes involving merger, demerger, amalgamation etc., on the listing entity and its
shareholders.
The Committee comprises of 3 Directors, out of which 2 are Independent
Directors. Ms. Siddhi Shah, Company Secretary of the
Company acted as a Secretary of the Committee.Majority of the Members
of the Audit Committee have Financial, Accounting and
Management expertise.The board of directors has accepted all
recommendations of the Audit Committee during the year.
The composition of the Audit Committee for the year ended on March 31,
2024 and details of meetings attended by the Directors during the year 2023-24 are given
as below:
Name of the Directors |
Designation |
Category |
Number of meetings held |
Number of meetings members entitled to
held |
Number of meeting attended |
Mr. Shrujal S. Patel |
Chairperson |
IndependentDirector |
04 |
04 |
04 |
Mr. Ashok C. Gandhi |
Member |
IndependentDirector |
04 |
04 |
04 |
Mr. Darshan A Jhaveri |
Member |
Managing Director |
04 |
04 |
04 |
However, after the end of financial year, the Audit Committee of the
Company was reconstituted on June 28, 2024 as follows
Name |
Category |
Designation |
Induction/ Cessation |
Mr. Rajeev Singh |
Independent Director |
Chairperson |
Induction |
Mr. Rajeev Jain |
Independent Director |
Member |
Induction |
Mr. Rohit Pandey |
Managing Director |
Member |
Induction |
Mr. Shrujal S. Patel |
- |
Chairperson |
Cessation |
Mr. Ashok C. Gandhi |
- |
Member |
Cessation |
Mr. Darshan A. Jhaveri |
- |
Member |
Cessation |
Presence of Chairman of the Audit Committee:
Mr. Shrujal S. Patel , Chairperson of the Audit Committee was present
in the Annual General Meeting held on September 26, 2023. The necessary quorum was present
for all the meetings.
> Meetings:
During the Financial Year 2023-24, the Members of Audit Committee met 4
(Four) times viz. on May 30, 2023, August 08, 2023, October 31, 2023 and February 13,
2024.
NOMINATION AND REMUNERATION COMMITTEE:
The Board of the Company has constituted a Nomination &
Remuneration Committee at the Board level. The scope of the activities ofthe Nomination
& Remuneration Committee is in compliance with Regulation 19 of Securities and
Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations,
2015read with Section 178 ofthe Companies Act, 2013.
The broad terms of reference of Nomination and Remuneration Committee
includes
Determination and recommendation of criteria for appointment of
Executive, Non-Executive and Independent Directors to the Board;
Review and approval of compensation / remuneration payable to
Senior Management Personnel, Relatives of Directors, Executiveand Non-Executive Directors
etc. and recommend to the Board for their approval;
Succession planning for Board of Directors and Senior Management
Employees;
Identifying and selection of candidates for appointment of
Directors / Independent Directors based on laid down criteria;
Examination and evaluation of performance of the Board of
Directors and Senior Management Personnel including Key ManagerialPersonnel based on
criteria approved by the Board;
The remuneration has been paid as approved by the Board, in accordance
with the approval of the Shareholders and within the overallceiling prescribed under
Section 197 and 198 of the Companies Act, 2013. The Committee comprises of 3 Directors,
out of which 2 are Independent Directors. Ms. Siddhi Shah, Company Secretary of the
Company acted as a Secretary of the Committee.
The composition of the Nomination and Remuneration Committee for the
year ended on March 31, 2024 and details of meetings attended by the Directors during the
year 2023-24 are given as below:
> The details of composition of Nomination and Remuneration
Committee are as follows:
Name of the Directors |
Designation |
Category |
Number of meetingsheld |
Number of meetings members entitled to
held |
Number of meetings attended |
Mr. Shrujal S. Patel |
Chairperson |
Independent Director |
01 |
01 |
01 |
Mr. Ashok C. Gandhi |
Member |
Independent Director |
01 |
01 |
01 |
Mr. Shreyas C. Sheth |
Member |
Independent Director |
01 |
01 |
01 |
However, after the end of financial year, the Nomination and
Remuneration Committee of the Company was reconstituted on June 28, 2024 as follows
Name |
Category |
Designation |
Induction / Cessation |
Mr. Sunil Dutt Pandey |
Non-executive, Promoter Director |
Chairperson |
Induction |
Mr. Rajeev Jain |
Independent Director |
Member |
Induction |
Mr. Rajeev Singh |
Independent Director |
Member |
Induction |
Mr. Shrujal S. Patel |
- |
Chairperson |
Cessation |
Mr. Ashok C. Gandhi |
- |
Member |
Cessation |
Mr. Shreyas C. Sheth |
|
Member |
Cessation |
> Meetings:
During the Financial Year 2023-24, the Members of Nomination and
Remuneration Committee met 1 (One) times on May 30, 2023,.The necessary quorum was present
for all the meetings.
Mr. Shrujal S. Patel , Chairperson of the Nomination and Remuneration
Committee was present in the Annual General Meeting held on September 26, 2023.
> Policy on Directors' Appointment & Remuneration
The Board has in accordance with the provisions of sub-section (3) of
Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for
determining qualifications, positive attributes, independence of a Director and policy
relating to remuneration of Directors, Key Managerial Personnel and other employees. The
said policy is accessible on the Company's official website at
http://www.steelcraft.co.in/.
We affirm that the remuneration paid to the Directors is as per the
terms laid out in the Remuneration Policy of the Company.
> Remuneration of Directors:
The appointment and remuneration of all the Executive Directors of the
Company is governed by the recommendation of theNomination and Remuneration Committee,
Resolutions passed by the Board of Directors and Shareholders of the Company. The
remuneration package of all the Executive Directors comprises of salary, perquisites and
allowances, and contributions to Provident and other Retirement Benefit Funds as approved
by the shareholders at the General Meetings.
Independent Directors receive remuneration by way of sitting fees for
attending each meeting of Board and Board's Committees and commission as recommended by
the Nomination and Remuneration Committee and approved by theBoard and shareholders as
provided under the Act and rules madethereunder or any other enactment for the time being
in force.
The Company believes that sound succession plans for the senior
leadership are very important for creating a robust future for theCompany. The Nomination
and Remuneration Committee work along with the Board for a structured leadership
succession plan.
> Performance Evaluation :
Pursuant to the provisions of the Act, Listing Regulations, 2015 and
the Remuneration Policy of the Company, the Board of Directors/ Independent Directors/
Nomination and Remuneration Committee (as applicable) has undertaken an evaluation of its
own performance, the performance of its Committees and of all the individual Directors
including the Chairman of the Board of Directors based on various parameters relating to
roles, responsibilities and obligations of the Board, effectiveness of its functioning,
contribution of Directors at meetings and the functioning of its Committees. Such
evaluation is presented to the Nomination and Remuneration Committee and the Board of
Directors (as applicable). Directors express their satisfaction with the evaluation
process.
The Committee while evaluating the performance of the Non Executive
Independent Directors may take into consideration variousfactors including:
Attendance and Participation at the Board Meetings, Committee
Meetings and Annual General Meeting;
Other Directorship held by the Non-Executive Independent
Directors;
Input in strategy decisions;
Review of Financial Statements, risks and business performance;
Time devoted toward discussion with Management;
Active participation in long-term strategic planning;
b) STAKEHOLDERS RELATIONSHIP COMMITTEE:
Your Company has constituted a Stakeholders' Relationship Committee
("SRC") pursuant to the provisions of Section 178 of the Companies Act, 2013and
Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and
Disclosures Requirements) Regulations, 2015. The Stakeholders Relationship Committee is
responsible for the satisfactory redressalof investor complaints and recommends measures
for overall improvement in the quality of investor services.
The Stakeholders Relationship Committee looks into various issues
relating to shareholders/investors including:
Transfer and transmission of shares held by shareholders in
physical format;
Shareholder's Compliant viz non-receipt of dividend, annual
report, shares after transfer, delays in transfer of shares etc.;
Status of dematerialization/rematerialization of shares;
Issue of duplicate share certificates;
Monitor and Track redressal of Investor complaints;
Oversee the performance of the Company's Registrar and Transfer
Agents;
Review of measures taken for effective exercise of voting rights
by Shareholders;
Suggest measures for improvement upgrade the standard of
services to investorsfrom time to time;
Carry out any other function as is referred by the board from
time to time or enforced by any statutory modification/ amendment or modification
as may be applicable;
Your Company's shares are compulsorily traded in the de-materialized
form. Based on the delegated powers of the Board, Directors/ officers/RTA approves the
application / request for transfers / transmission / demat / remat of shares, deletion of
name, duplicate sharecertificate etc. on a regular basis and the same is reported at the
next meeting of the Committee, normally held every quarter.
The Committee comprises of 3 Directors, out of which 2 are Independent
Directors. Ms. Siddhi Shah, Company Secretary of the Company acted as a Secretary of the
Committee.
The composition of the Stakeholders Relationship Committee for the year
ended on March 31, 2024 and details of meetings attended by the Directors during the year
2023-24 are given as below:
Sr. No. |
Name of the Directors |
Designation |
Category |
Number of meetings held |
Number of meetings members entitled to
held |
Number of meetings attended |
1. |
ShrujalSudhirbhai Patel |
Chairperson |
Non-Executive, IndependentDirector |
04 |
04 |
04 |
2. |
Darshan Ashokbhai. Jhaveri |
Member |
Executive Director, Managing Director |
04 |
04 |
04 |
3. |
Aniruddh Darshanbhai Jhaveri |
Member |
Non-Executive, IndependentDirector |
04 |
04 |
04 |
However, after the end of the financial Year, the Stakeholders
Relationship Committee of the Company was reconstituted on June 28, 2024 as follows;
Name |
Category |
Designation |
Induction / Cessation |
Mr. Sunil Dutt Pandey |
Non-executive, Promoter Director |
Chairperson |
Induction |
Mr. Preeti Punia |
Non-executive, Promoter Director |
Member |
Induction |
Mr. Rajeev Singh |
Independent Director |
Member |
Induction |
Mr. ShrujalSudhirbhai Patel |
- |
Chairperson |
Cessation |
Mr. Darshan Ashokbhai Jhaveri |
- |
Member |
Cessation |
Mr. Aniruddh Darshanbhai Jhaveri |
- |
Member |
Cessation |
> Meetings:
During the Financial Year 2023-24, the Members of Stakeholders
Relationship Committee met 4 (four) times on May 30, 2023, August 08, 2023, October
31,2023 and February 13, 2024.
> Investors' Complaints:
No. of Complaints pending as on April 01, 2023 |
Nil |
No. of Complaints identified and reported during Financial
Year 2023-24 |
01 |
No. of Complaints disposed during the year ended March 31,
2024 |
01 |
No. of pending Complaints as on March 31,2024 |
Nil |
> Presence of Chairman of the Stakeholders'Relationship Committee:
The necessary quorum was present for all the meetings. Mr. Shrujal
Sudhirbhai Patel , Chairperson of the Stakeholder's Relationship Committee was present in
the Annual General Meeting held on September 26, 2023.
COMPLIANCE:
The Company has complied with the mandatory requirements as stipulated
under the SEBI Regulations as and when applicable from time to time. The Company is
regular in submitting and complying with all the mandatory and event based disclosures and
quarterly compliance report to the stock Exchange as per SEBI Regulations within the
prescribed time limit.
GREEN INITIATIVE:
The Ministry of Corporate Affairs has taken a "Green Initiative in
the Corporate Governance" by allowing paperless compliances by theCompanies and has
issued Circulars stating that service of notice/documents including Annual Report can be
sent by e-mail to its members.
As a responsible corporate citizen, the Company welcomes and supports
the 'Green Initiative' undertaken by the Ministry of CorporateAffairs, Government of
India, enabling electronic delivery of documents including the Annual Report, amongst
others, to shareholders at theire-mail address previously registered with the DPs and
RTAs.
Shareholders who have not registered their e-mail addresses so far are
requested to do the same. Those holding shares in demat form canregister their e-mail
address with their concerned DPs. Shareholders who hold shares in physical form are
requested to register their e-mailaddresses with the RTA.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34(2)(e) read with Paragraph B of Schedule V of
Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements)
Regulations, 2015, the detailed Management's Discussion and Analysis Report is given as an
Annexure "B" to this report.
VIGIL MECHANISM/WHISTLER BLOWER POLICY:
The Company believes in the conduct of the affairs of its constituents
in a fair and transparent manner by adoption of highest standards ofprofessionalism,
honesty, integrity and ethical behaviour. Towards this end, and Pursuant to Rule 7 of the
Companies (Meetings of Boardand its Powers) Rules, 2014 read with Section 177(9) of the
Act and as per Regulation 22 of the SEBI Listing Regulations, the Company hasimplemented
'Whistle Blower Policy' covering Vigil Mechanism with protective clauses for the Whistle
Blowers. The Whistle Blower Policyis disclosed on the Company's website at
http://www.steelcraft.co.in/ .
The objective of the said policy is to provide a channel to the
employees and Directors of the Company and explain them, the detailed processfor raising
concerns or report any improper activity resulting in violation of Laws, Rules,
Regulations or Company's policies, standards, valuesor code of conduct, insider trading
violations etc. by any of the employees, customers, vendors and investors, addressing the
concerns andreporting to the Board. The policy allows direct access to the Chairperson of
the Audit Committee.
During the financial year ended March 31, 2024, no Whistle Blower
complaints were received from the employees and Directors of theCompany. Further, no
employee or Director was denied access to the Audit Committee or its Chairman.
POLICY OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company is an equal opportunity employer and consciously strives to
build a work culture that promotes dignity of all employees. YourCompany has in place a
robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at
Workplace in line with therequirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013. The Internal Committee(IC) has been
set up to redress complaints received regarding sexual harassment. It provides a safe
haven to all women, including its regular,outsourced employees and visitors.
Disclosures in relation to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 with respect to FY 2023-24 is as under:
a. Number of complaints pending at the beginning of the financial year
- Nil
b. Number of complaints filed during the financial year - Nil
c. Number of complaints disposed of during the financial year - Nil
d. Number of complaints pending as on end of the financial year - Nil
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
Your Company has distinct and efficient Internal Control System in
place. It has a clearly defined organizational structure, manuals andstandard operating
procedures for its business units and service entities to ensure orderly, ethical and
efficient conduct of its business. TheCompany's internal control system ensures
efficiency, reliability, completeness of accounting records and timely preparation of
reliablefinancial and management information. It also ensures compliance of all applicable
laws and Regulations,optimum utilization and safeguard of the Company's assets.
Your Company has in place adequate internal financial controls which
commensurate with the size, scale and complexity of its operations.These controls have
been assessed during the year under review taking into consideration the essential
components of internal controls statedin the Guidance note on Audit of Internal Financial
Controls over financial reporting issued by the Institute of Chartered Accountants of
India.Based on the results of such assessments carried out by the management, no
reportable or significant deficiencies, no material weakness inthe design or operation of
any control was observed. Nonetheless, your Company recognizes that any internal control
framework, no matterhow well designed, has inherent limitations and accordingly, Regular
audits and review processes ensure that such systems are re-enforcedon an ongoing basis.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial
position of the Company have occurred between the end of the financial year to which this
financial statements relate and the date of this report.
SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR
TRIBUNALS:
No significant and material order was passed by regulators or courts or
tribunals impacting the going concern status and company's operations in future.
PARTICULARS REGARDING EMPLOYEES:
The Company has no employees, who draws the remunerations in excess of
limits specified in Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other
details asrequired under Section 197(12) of the Act and the Rules framed thereunder is
enclosed as 'Annexure C' to this report.
STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:
Risk management is an ongoing process and your Company has established
a comprehensive risk management framework with the visionto integrate risk management with
its overall strategic and operational practicesin line with requirements as specified in
SEBI Listing Regulations. The primary objective is to ensure sustainable and stable
business growth supported by a structured approach to risk management. The risk management
framework includes designing, implementing, monitoring, reviewing and constantly improving
the risk management procedures for the organization.
The Company is prone to various risks such as technological risks,
strategic risks, operational risks, health, safety and environmental risks, financial
risks as well as compliance & control risks. These risks can have a material adverse
impact on the implementation of strategy, business performance, results, cash flows and
liquidity, stakeholders' value and of course on reputation.
CODE FOR PREVENTION OF INSIDER TRADING:
Your Company has adopted a Code of Conduct to regulate, monitor and
report trading by designated persons and their immediate relatives ("Code") as
per the requirements under the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be
followed by designated persons while trading/ dealing in the Company's shares and sharing
Unpublished Price Sensitive Information ("UPSI"). The Code covers Company's
obligation to maintain a structured digital database ("SDD"), mechanism for
prevention of insider trading and handling of UPSI, and the process to familiarize with
the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the
organisation and to help the Designated Persons to identify and fulfill their obligations,
regular trainings have been imparted to all designated persons by the Company
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:
The Company has substantially and materially complied with applicable
Secretarial Standards issued by the Institute of Company Secretaries of India, as amended
from time to time.
VARIOUS POLCIES OF THE COMPANY:
In accordance with the provisions of the Securities and Exchange Board
of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and the
Companies Act, 2013 the Company hasformulated, implemented various policies. All such
Policiesare available on Company's website (http://www.steelcraft.co.in/)under the
Policies sub-caption of the Investor Caption. The policies are reviewed periodically by
the Board andupdated based on need and requirements.
Name of thePolicy |
Brief Description |
Whistleblower or VigilMechanismPolicy |
The policy is meant for directors,employees and stakeholders
of theCompany to report their concerns about unethical behavior, actual or suspected fraud
or violation of the Company's code of conduct andethics amongst others. |
Dividend Distribution Policy |
The policy establishes the principles to ascertain amounts
that can be distributed to equity shareholders as dividend by the Company as well as
enable the Company to strike balance between pay- out and retained earnings, in order to
address future needs of the Company. |
Nomination and Remuneration Policy |
The policy formulates the criteria for determining
qualifications/competencies/ positive attributesand independence related tothe
appointment, removal andremuneration of a Director(Executive / Non-Executive) andalso the
criteria for determiningthe remuneration of the Directors,Key Managerial Personnel
andother employees covered under theprescribed criteria, if any. |
Risk Management Policy |
The policy aim to identification the elements of the risks in
the Company and take prevent steps to control the risks in the Company. |
Policy on Appointment and Remuneration of Directors, Key
Managerial Personnel and Other Employees |
The Policy provides for framework forappointment and
remuneration of Directors, Key Managerial Personnel and other employees an underlying
basis and guide for human resource management, thereby aligning plans for strategic growth
of the Company. |
Sexual Harassment Policy |
The Policy provides for framework for protection against
sexual harassment of women at workplace and for the prevention and redressal of complaints
of sexual harassment and for matters connected therewith. |
CORPORATE GOVERNANCE:
As per the provisions of Securities and Exchange Board of India
(Listing Obligations and Disclosures Requirements) Regulations, 2015, the annual report of
the listed entity shall contain Corporate Governance Report.
However, the paid up share capital does not exceeds ' 10 crores
and Net worth does not exceeds ' 25 crores, therefore, the said provisions are not
applicable to our Company and hence, the Corporate Governance Report is not applicable and
therefore not provided by the Board.
CORPORATE SOCIAL RESPONSIBILITY (CSR) AND DETAILS OF POLICY DEVELOPED
AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:
The provisions of section 135(1) of Companies Act 2013 related to
Corporate Social Responsibility is not applicable on the company. Therefore the company
has not constituted CSR committee.
Further, The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section 135(1) of the
Companies Act, 2013 and hence it is not required to formulate policy on corporate social
responsibility.
DETAILS OF APPLICATION PENDING FILED OR PENDING AGAINST INSOLVENCY AND
BANKRUPTCY CODE:
No Application against the Company has been filed or is pending under
the Insolvency and Bankruptcy code, 2016; hence the requirement to disclose the details of
application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016
during the year alongwith their status as at the end of the financial year is not
applicable.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
No such instance of One-time settlement or valuation wasdone while
taking or discharging loan from the Banks/Financial Institutions occurred during the year.
GENERAL DISCLOSURES:
During the financial year 2023-24,
The Company has not issued any shares with differential voting
rights;
There was no revision in the Financial Statements;
The Company has not issued any Sweat Equity Shares;
The Company is not having any Employee Stock Option Scheme under
Section 62(1) of the Act and SEBI (Share Based Employee Benefits) Regulations, 2014.
APPRECIATION:
The Board of Directors would like to express their sincere thanks to
all the stakeholders viz. customers, members, dealers, vendors,distributors, agents, banks
and other business partners for their patronage and trust reposed in Company for past
several years and for their supportand cooperation extended from time-to-time. The Board
also places on record its sincere appreciation for the enthusiastic andhardworking
employees of the Company who dedicatedly work round the year and without which it would
not have been possible toachieve the all-round progress and growth of Company.
Registered office: |
By order of Board of Directors |
|
Office No.213, Sakar 5, |
AHMEDABAD STEELCRAFT LIMITED |
|
B/h Natraj Cinema, Off Ashram Road, |
|
|
Ellisbridge, Ahmedabad - 380009 |
|
|
Gujarat |
Sd/- |
Sd/- |
|
Mr. Rohit Pandey |
Mr. Sunil Dutt Pandey |
Date : 02/09/2024 |
Managing Director |
Chairman and Director |
Place : Ghazibad |
DIN:03425671 |
DIN:06972473 |