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Ashiana Ispat Ltd.

BSE:513401  |  58888:asispat  |  IND:Steel - Rolling  |  ISIN code:INE587D01012  |  SECT:Metals - Ferrous

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You can view full text of the Director's Report for Ashiana Ispat Ltd.
Director Report
Mar2014   Mar 2015
Dear Members,
The Directors are pleased to present the Twenty Third Annual Report of
your Company along with the Audited financial statements for the
financial year-ended 31st March, 2015.

Financial results:                                      Rs. In lacs

Sl. No. Particulars                            2014-2015    2013-2014

1       Gross Sale                             29909.97     29699.68

2       Profit before                           1046.11      1047.08
        Depreciation
        interest and Tax

3       Interest                                 600.76       605.45

4       Depreciation                             152.55       157.00

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

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

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

OPERATIONS

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

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

DIVIDEND

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

Responsibility Statement:

The Directors confirm that:

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

* the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year as on 31st March, 2015
and of the profit of the Company for that period.

* the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation

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

Inductions:

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

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

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

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

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

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

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

AUDITORS

A.  STATUTORY AUDITORS

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

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

B.  COST AUDITOR

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

C.  SECRETARIAL AUDITOR

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

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

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

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

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

PARTICULARS OF EMPLOYEES

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

CORPORATE GOVERNANCE

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

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

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

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

CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES

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

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

MEETINGS OF THE BOARD

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

AUDIT COMMITTEE

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

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS

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

DECLARATION BY INDEPENDENT DIRECTORS

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

VIGIL MECHANISM

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

EXTRACT OF ANNUAL RETURN

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

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

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

SECRETARIAL AUDIT REPORT

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

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

ACKNOWLEDGEMENT:

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

For and on behalf of the Board
For Ashiana Ispat Limited

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

Place: Bhiwadi
Date: 30.05.2015

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