Your Directors present their 39th Annual Report on the business and operations of the
Company and its Audited
Statements of Accounts together with Auditors Report for the financial year ended 31st
March, 2025.
1. SUMMARY OF FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY:
|
Current Year |
Previous Year |
|
(31.03.2025) |
(31.03.2024) |
|
(Rs in Lakhs) |
(Rs in Lakhs) |
| Income from Operations |
429.94 |
439.94 |
| (Including other Income) |
|
|
| Profit/(Loss) before and also after exceptional and Extra-ordinary items
and before taxes |
309.73 |
318.58 |
| Add/(Less): Tax Expenses for the year |
78.02 |
83.79 |
| Add/(Less): Income Tax for earlier years |
1.65 |
6.99 |
| Add/(Less): Deferred Income Tax (Assets) |
0.40 |
2.29 |
| Net Profit/(Loss) for the year after tax |
229.66 |
225.51 |
| Add: Other Comprehensive income |
(2.53) |
21.32 |
| Total Comprehensive income |
227.13 |
246.83 |
| (including Post Tax Profit/(Loss) for the year) |
|
|
2. DIVIDEND:
In order to conserve resources for any new trading or industrial venture and for the
working capital requirements for company s business, your Board does not recommend any
dividend for the financial year under review.
3. RESERVES
No fresh amount has been transferred to the reserves by the Board during the year under
review.
4. THE COMPANY'S WORKING/STATE OF AFFAIRS DURING THE FINANCIAL YEAR UNDER REVIEW
The overall working and financial performance of your company during the financial year
2024-2025 has been satisfactory.
As detailed in the prior annual reports, the company has divested all its industrial
units, retaining only the LPG Bottling Plant located in Raigarh. This plant remains
non-operational, as its commercial operations have proven to be neither remunerative nor
economically viable. The Board had obtained authority from the members via Postal Ballot
to sell this Plant; however, to date, no serious buyer or purchaser has expressed interest
in acquiring said unit, or for its freehold land, which alone holds the commercial value.
Your board has till now not been able to identify any economically viable trading or
industrial business for the company, though sincere efforts in this direction are
continuing.
During the financial year 2024-2025 your company has made fresh investments in shares,
securities, bonds and mutual funds aggregating to Rs. 4.45 Crores (net of
sales/redemptions) and the fair market value of total investments in such share and
securities etc as on 31.03.2025 stood at Rs. 36.22 Crores. Further, your company has made
fresh lending of money of an amount of Rs 4.25 Crores (Net of refunds) and the total loans
advanced as on 31.03.2025 stood at Rs. 9.60 Crores and which are considered good.
Further, as far as the financials of the company are concerned for the Financial Year
under review, the Company s revenue from operations stood at Rs. 180.45 lacs (previous
year Rs. 158.52 lacs) and the other income stood at Rs.249.49 lacs (previous year Rs.
281.42 lacs) and hence the total income stood at Rs. 429.94 lacs (previous year Rs. 439.94
lacs). The Other Comprehensive Income (OCI) for the year stood as Rs. -2.53 lacs, (net of
taxes) (previous year Rs. 21.31 lacs). The total comprehensive income for the year stood
at Rs. 227.13 lacs (previous year Rs. 246.82 lacs. Your Board continues to strive for
better operational and financial performance of your company.
5. CHANGE IN NATURE OF BUSINESS OF THE COMPANY:-
During the year under review there has been no change in the nature of business of the
company.
6. SHARE CAPITAL STRUCTURE OF THE COMPANY:-
During the year there has been no change in the share capital structure of the company
be it the authorized equity share capital or issued and paid up equity share capital. The
company s equity share capital structure as on 31.03.2025 stood as under:-
(A) Authorised Capital (Rs): 12,50,00,000 (consisting of 1,25,00,000 equity
shares of Rs 10/- each, par value) (B) Issued, Subscribed and Paid up Capital (Rs):
12,50,00,000 (consisting of 1,25,00,000 equity shares of Rs 10/- each-par value fully paid
) .
Note: The Company does not have any preference share capital or any other type of
equity share capital.
7. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR 31.03.2025
TILL THE DATE OF THIS BOARD REPORT:
None
8. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS AGAINST
THE COMPANY:
None
9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO COMPANY'S FINANCIAL
STATEMENTS:
In the opinion of the Board, the Company has adequate Financial Controls in place with
respect to Company s
Financial Statements and Operations. Kindly refer to Annexure B of the Statutory
Auditors report dated 21st May, 2025.
10. DETAILS OF NAMES OF COMPANIES WHICH HAVE BECOME OR CEASE TO BE THE COMPANY'S
SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATE COMPANIES DURING THE YEAR UNDER REVIEW
AND THEIR FINANCIAL PERFORMANCE:
The Company neither has nor had in the past any subsidiary, associate or joint venture
Company.
11. FIXED DEPOSIT:
The Company has not accepted any deposits during the year from the Public under section
73 or 74 (Chapter V) of the Companies Act, 2013 nor did it receive the same in any of the
previous years and hence there are no overdue/outstanding Deposits or any interest payable
thereon and therefore the prescribed details under the Companies Act, 2013 are not
required to be furnished.
12. STATUTORY AUDITORS:
M/s. C. K. Chandak & Co., Chartered Accountants, had been appointed as the
Statutory Auditors of the Company for a period of five years beginning from financial year
2022-23 to 2026-27 (i.e. from conclusion of 36th AGM to 41st AGM)
and as such they continue to hold their office as the statutory auditors of your company.
13. AUDITOR'S REPORT:
The observations made in the Auditor s Report are self-explanatory and do not call for
any further comments u/s 134(3)(f) of the Companies Act, 2013. The Auditors have not made
any materially significant qualifications in their Report and their opinion is unmodified.
14. EXTRACT OF THE ANNUAL RETURN OF FINANCIAL YEAR ENDED 31.03.2025:
Pursuant to Section 92 (3) of the Companies Act, 2013 read with Section 134(3)(ca) of
the Act read with Companies (Management & Administration) Amendment Rules, 2020 the
Annual Return for the financial year 2024-25 is available at the Company's Official
website at:www.ashirwadsteels.com.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE
EARNINGS AND OUTGOINGS.
With respect to the informations required under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules 2014, with respect to conservation
of energy and technology absorptions ; the company has nothing to report under these heads
as company did not carry out any industrial activity during the year under review . The
company did not have any export turnover during the year. The informations regarding
foreign currency inflows and outflows are as under:-
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Earnings/inflows: |
Nil (Previous Year: Nil) |
Outgo/ outflows: |
Nil (Previous Year: Nil) |
16. ANNUAL EVALUATION:
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Clause
2(f)(9) of Chapter II of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as the "SEBI LODR Regulations"), the
Board has carried out an annual performance evaluation of its own functioning, that of
individual Directors, and the performance of its Audit Committee and Nomination and
Remuneration Committee, in a structured and comprehensive manner. During the year under
review, the Independent Directors held a separate meeting on January 24, 2025, to, inter
alia, evaluate the performance of Non-Independent Directors, the Board as a whole, the
Managing Director, the Whole-Time Director, and the Chairman of the Company, as well as to
assess the quality and timeliness of information flow between management and the Board for
effective governance. The overall performance was found to be satisfactory. As required
under Regulation 17(10) of the SEBI LODR Regulations, the Board also carried out the
performance evaluation of the Independent Directors (excluding the Director being
evaluated) and assessed the fulfillment of independence criteria, and expressed its
satisfaction with the outcome.
17. THE DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
The company has not made any application under aforesaid bankruptcy code nor is the
company facing any proceeding under the said Insolvency and Bankruptcy Code, 2016.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:
As per criteria prescribed under section 135 of the Companies Act, 2013; the CSR is not
applicable to the Company in respect of the financial year 2024-2025 covered under this
Report.
19. DIRECTORS:
A) Changes in Directors and Key Managerial Personnel:
During the year under review, Mr. Vishesh Chhibbar, an Whole Time Director who was
retiring by rotation but being eligible for reappointment, was re-appointed as the
Director of the Company through e-voting in the 38th AGM held on 24th June, 2024.
Further, during the year, Shri Pravin Kumar Chhabra was appointed as the new Non
Executive Independent Director for a tenure of five years (i.e., from 15.04.2024 to
14.04.2029) by the board of directors in their meeting held on 15.04.2024 and which
appointment was duly approved and ratified by the members in the 38th AGM held on 24th
June, 2024. Further he was also made the Non executive Chairman of the company effective
from 08.05.2024 by the board of directors in their meeting held on 07.05.2024.
Additionally, Shri Dalbir Chhibbar, Managing Director of the Company, was reappointed
for a further period of five years from 17.05.2024 to 16.05.2029, by the board of
directors in their meeting held on 15.04.2024 and his such reappointment was further
ratified and approved by the members at the 38th Annual General Meeting of the company
held on 24.06.2024.
Further, in its meeting held on 24.01.2025, the Board approved the reappointment of Mr.
Baninder Singh Sahni as a Non executive Independent Director of the Company for the second
term of five years (i.e., from 19.06.2025 to 18.06.2030), not liable to retire by
rotation. His reappointment is subject to the approval of the members by way of a special
resolution, which has been included in the agenda of the forthcoming 39th AGM of the
Company.
Mrs. Sushma Chhibbar, Non-Executive Director of the Company, is retiring by rotation at
the conclusion of the forthcoming 39th AGM, and being eligible, has offered herself for
reappointment. Your Board recommends her reappointment.
Mrs. Sonal Agarwal (ICSI Membership No. ACS 68219), who was appointed as the Company
Secretary and Compliance Officer with effect from 07.11.2023, continues to hold the said
position as on the date of this Report.
B) Declaration an Independent Director(s) and Re-appointment, if Any:
Declaration given by Independent Directors that they meet the criteria of independence
as provided in subsection (6) of Section 149 of the Companies Act, 2013 and Rule 5 of the
Companies (Appointment and Qualification of Directors) Rules, 2014 has been received and
taken on record.
20. BOARD MEETINGS HELD DURING THE YEAR:
During the year the Board of Director s Meetings were held on five occasions e.g.
15-04-2024, 07-05-2024, 26-07-2024, 25-10-2024 and 24-01-2025.
21. AUDIT COMMITTEE, NOMINATION & REMUNERATION COMMITTEE, STAKEHOLDERS
RELATIONSHIP
COMMITTEE:
There have been changes in the composition of Audit Committee, Nomination &
Remuneration Committee and Stakeholders Relationship Committee of the company during the
year under review and the particulars of the same have been stated in Annexure-I , report
on corporate governance of this annual report.
22. LOANS, GUARANTEES AND INVESTMENTS:
Regarding loans given by the Company and for the investments made by the Company during
the year under review; please refer to the Note No. 5 and 10 respectively in the annual
Financial Statements of Accounts. However, during the financial year under review the
Company has not given any guarantee of any kind to any person or to any Bank or Financial
Institution.
23. RELATED PARTY TRANSACTIONSAS PER SECTION 188(1) COMPANIES ACT, 2013:
The company has paid Rs. 9.00 lacs to a related party as office rent and has also paid
Rs. 12.00 lacs as remuneration to the Managing Director and Rs 7.80 Lacs to Whole Time
Director. These Related Party transactions are in the normal course and are not considered
to be material and hence approval of the same from the shareholders is not required.
Please refer to Form AOC-2 annexed with this Board Report and which forms part of it. The
details of payment made to other related parties as defined under Ind-AS Accounting
Standards are as per Note No 26(5) on the annual financial statements.
24. MANAGERIAL/DIRECTOR'S REMUNERATION:
The particulars of the same are as mentioned in the annexure -I , Corporate Governance
Report annexed to this Annual Board Report.
25. CORPORATE GOVERNANCE:
In conformance to the requirements of the Regulation 34(3) and Schedule V of Securities
and Exchange Board of India (SEBI) Listing Regulations, 2015, the Corporate Governance
Report for financial year 2024-25 is given in
"Annexure- I" which forms part of this annual board Report.
26. SECRETARIAL AUDIT REPORTAND SECRETARIAL COMPLIANCE REPORT AND COMPLIANCE WITH
PRESCRIBED SECRETARIAL STANDARDS:
The Annual Secretarial Audit Report for the financial year ended March 31, 2025, along
with "Annexure A," dated May 20, 2025 (in the prescribed Form No. MR-3),
issued by the Secretarial Auditors, M/s Patnaik & Patnaik, Company Secretaries, is
annexed hereto and forms part of this Board Report as "Annexure II."
The Secretarial Compliance Report, also dated May 20, 2025, for the financial year
ended March 31, 2025, relating to compliance with applicable SEBI Regulations, Circulars,
and guidelines issued there under, pursuant to Regulation 24A of the Listing Regulations,
issued by the aforesaid Secretarial Auditors, is annexed as
"Annexure III" and forms part of this Board Report.
The Company has complied with all Secretarial Standards as prescribed by the Institute
of Company Secretaries of India, namely Secretarial Standard-1 (SS-1) and Secretarial
Standard-2 (SS-2).
27. RISK MANAGEMENT POLICY:
The Company has, laid down procedures to inform the Board of Directors about Risk
Assessments and it s minimization procedures. The Board has also framed and implemented
the Risk Management Plan for the Company to the extent it was possible, feasible and
practical. The formation of Risk Management Committee is not applicable to the Company as
the requirement is applicable to only top 1000 listed entities on the basis of market
capitalization on BSE Ltd. as per Regulation 21 of SEBI LODR REGULATIONS, 2015.
28. DISCLOSURES ABOUT REMUNERATION TO DIRECTORS VIS-A-VIS EMPLOYEES AND OTHER
PARTICULARS AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT 2013 READ WITH RULE 5 OF
COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
(a) During the year a remuneration of Rs 12,00,000/- was paid to Managing Director, Rs
7,80,000/- was paid to the whole time director and Director s sitting fees of Rs.
45,000/-was paid to the Independent
Directors for attending the Board Meetings and none of the other directors received any
remuneration and therefore, the computation of ratio of remuneration of each Director to
the median remuneration of the employees of the Company are not furnished. The
remuneration paid and/or payable to the Key
Managerial Personnel s is very reasonable and commensurate with their performances and
overall work load. The remuneration paid to the employees is as per the remuneration
policy of the Company, which is dynamic in nature and changes as per changing times and as
per the financial performance of the Company and of an individual employee including their
work experience, competency, job profile, skill and seniority.
(b) No employee of the Company during the financial year was in receipt of remuneration
aggregating to Rs.102 lacs or more if employed for the whole year and Rs. 8.5 lacs per
month if employed for a part of the financial year. No employee of the Company is holding
2% or more of the Equity Shares of the Company. The number of permanent employees as at
year-end was seven and the ratio of remuneration paid to Managing Director and executive
director to median remuneration of the employees was 1.11 : 1.
29. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION &REDRESSAL) ACT, 2013:
The Board of Directors and/or the Management of the Company have not received any
complaint on this account from any of the employees of the Company or from any other
person.
30. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, states:-
(i) That in the preparation of the annual accounts for the financial year ended 31stMarch,
2025, the applicable accounting standards had been followed along with proper explanation
relating to material departures.
(ii) That the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31.03.2025 and of
the profit of the Company for that period.
(iii) That the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch,
2025 on a going concern basis.
(v) That the Directors had laid down internal financial controls, which are to be
followed by the Company, and that such internal financial controls are adequate and were
operating effectively.
(vi) That the Directors had devised proper systems to ensure compliance with provisions
of all applicable laws and that such systems were adequate and operating effectively.
31. ACKNOWLEDGEMENT:
Your Directors would like to convey their sincere appreciation for the assistance and
co-operation received from the stakeholders during the year under review. Your Directors
also wish to place on record their appreciation for the services and contribution of the
employees.
| Place: Kolkata |
For and on behalf of the Board |
| Dated: 21st May, 2025 |
Ashirwad Steels & Industries Limited |
|
DalbirChhibbar |
Vishesh Chhibbar |
|
Managing Director |
Whole Time Director |
|
(DIN:00550703) |
(DIN: 03553892) |
|