To
The Members
Ashiana Ispat Limited
Your Directors have pleasure in presenting their 33 rd Annual Report on the affairs of
the company together with Audited Financial Statements for the financial year ended 31 st
March, 2025.
1. FINANCIAL RESULTS
The standalone financial performance of the company for the financial year ended March
31, 2025 in summarized below.
| Particulars |
Rs. in lakhs |
Rs. in lakhs |
|
2023-24 |
2024-25 |
| Revenue from operations |
32,183.60 |
14,153.53 |
| Other Income |
263.27 |
444.33 |
| Total Revenue |
32,446.87 |
14,597.86 |
| Profit/(loss) before taxes |
200.11 |
(5,114.08) |
| Total Revenue Expenditure |
32,246.76 |
16,223.06 |
| Profit/(Loss) before exceptional items |
200.10 |
(1,625.20) |
| Exceptional items |
NIL |
3,488.88 |
| Profit/(Loss) before Tax |
200.10 |
(5,114.08) |
| Profit/(Loss) after Tax |
147.18 |
(4,669.38) |
| Other comprehensive income |
8.14 |
4.86 |
| Earning per equity shares in |
1.85 |
(58.57) |
1. STATE OF COMPANYS AFFAIRS
During the financial year under review, the Company experienced unprecedented
operational and financial stress due to adverse market conditions, liquidity constraints
and interruption of business activities. The company's standalone financial performance
for the year ended March 31, 2025 is summarized as follows:
The Revenue from Operations declined sharply to 14,153.53 lakhs , as
compared to 32,183.60 lakhs in the previous year, primarily due to the suspension
of production and slowdown in sales. Other Income increased to 444.33 lakhs as
compared to 263.27 lakhs during FY 2023 24. Consequently, the Total Revenue for
the year stood at 14,597.86 lakhs as compared to 32,446.87 lakhs in the
preceding year.
The Total Revenue Expenditure during the FY 2024-25 stood at 16,223.06 lakhs as
compared to 32,246.76 lakhs in FY 2023 24. During the year there are few
transactions related to exceptional items are observed, amounting to 3,488.88 lakhs as
against NIL in FY 2023-24.
After considering the overall expenditure in F.Y 2024-25 total profit/ (loss) before
tax for the year ending on 31 st March 2025 is (5,114.08) lakhs, as compared to 200.10
Lakhs in previous FY 2023-24. The Other Comprehensive Income for the year stood
at 4.86 lakhs , as compared to 8.14 Lakhs in previous FY 2023-24. The Earnings
Per Share (EPS) for the F.Y 2024-25 stood at (58.57) as compared to 1.85 in
the previous F.Y 2023-24.
During the second quarter of FY 2024 25, the Company faced severe cash flow constraints
which resulted in delays in servicing bank debt. Consequently, State Bank of India
(SBI) classified the company's loan accounts as Non-Performing Asset (NPA) . Following
such classification, the lending bank exercised control over the company's cash flows, and
bank accounts were seized, severely impacting the working capital cycle and day-to-day
business operations.
In addition, the plant operations were intermittently shut down owing to the
shifting of plant and machinery from adjacent rented land to the company's owned land
premises. This relocation process, coupled with the financial restrictions imposed by the
lender, led to a complete suspension of manufacturing and operational activities from
the end of second quarter of the financial year .
The Board and management have been continuously engaging with the lending bank and
exploring restructuring options for revival of operations. Efforts are also being made to
resolve the financial stress, streamline logistical constraints, and secure adequate
working capital support to recommence plant operations. The Company is also evaluating
strategic, cost-optimization and business consolidation initiatives to realign operational
capacity in response to current market realities.
While the financial results of the year have been significantly impacted by the above
developments, the Board remains committed to restoring operational stability and improving
the financial position of the Company. The management believes that with appropriate
restructuring, recommencement of operations and effective resource planning, the Company
will be able to improve its performance in the coming periods.
Change in the nature of business, if any
There is no change in the nature of the business of the Company during the year.
CORPORATE GOVERNANCE:
The Company believes that good corporate governance is one of the vital tools, in
directing and controlling the affairs of the Company in an efficient manner and helps in
achieving the goal of maximizing value of company's stakeholders in a sustained manner. It
recognizes Transparency, Integrity, Honesty and Accountability as core values, and the
management believes that practice of each of these creates the right corporate culture
fulfilling the purpose of Corporate Governance. However, it is to be recognized that
Corporate Governance is not just a destination but a consistent journey to consolidate and
enhance sustainable value creation to the company, by adhering to the core values. A
separate section on Corporate Governance and a Certificate regarding compliance of
conditions of Corporate Governance, forms part of the Annual Report as Annexure-gDh.
DIVIDEND:
The directors have not recommended any dividend for the financial year 2024-25.
SHARES WITH DIFFERENTIAL RIGHTS, EMPLOYEE STOCK OPTION, SWEAT EUITYSHARES:
During the year, the company has not issued any Equity Shares with Differential Rights,
Employee Stock Options and/or Sweat Equity Shares.
FIXED DEPOSITS:
During the year, your Company has not accepted any fixed deposits under the provisions
of the Companies Act, 2013 and the Rules made there under.
ANNUAL RETURN
Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Act, the Annual return
in Form MGT -7 as on
March 31, 2024 is available on the company's website.
SECRETARIAL STANDARDS:
The Company has complied with applicable secretarial Standards.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year 2024-25 following changes in directorship/KMP were made :
a. During the year, Mr. Manoj Kumar (DIN: 00906104) resigned from the office of
Director with effect from 3 rd December 2024, for pursuing external opportunities. The
Board places on record its deep appreciation for the outstanding contribution made by Mr.
Manoj Kumar and also filed with BSE on 4 th March, 2025.
b. During the year, Mrs. Ashita Jain (DIN: 09802051) resigned from the office of
Director with effect from 9 th December 2024, for pursuing external opportunities. The
Board places on record its deep appreciation for the outstanding contribution made by Mrs.
Ashita Jain and also filed with BSE on 4 th March, 2025.
c. During the year, Mr. Deepak Kumar (DIN: 10158385) resigned from the office of
Director with effect from 8 th January 2025, for pursuing external opportunities. The
Board places on record its deep appreciation for the outstanding contribution made by Mr.
Deepak Kumar and also filed with BSE on 4 th March, 2025.
d. During the year, Mrs. Anu Bansal (DIN: 09205586) resigned from the office of
Director with effect from 31 st August 2024, for pursuing external opportunities. The
Board places on record its deep appreciation for the outstanding contribution made by Mrs.
Anu Bansal and also filed with BSE on 31 st August, 2024.
e. During the year, Mr. Shyam Sunder (DIN: 10759162) resigned from the office of
Director with effect from 4 th March 2025, for pursuing external opportunities. The Board
places on record its deep appreciation for the outstanding contribution made by Mr. Shyam
Sunder.
f. During the year, Mr. Harun Rashid Ansari (Membership: A11147) resigned from the
office of Company Secretary & Compliance Officer with effect from 17 th December 2024,
for pursuing external opportunities. The Board places on record its deep appreciation for
the outstanding contribution made by Mr.Harun Rashid Ansari and also filed with BSE on 4
th March 2025.
g. Directors retire by rotation:
In accordance with the provisions of the Companies Act, 2013 and Articles of
Association, Mr. Naresh Chand (DIN:00004500), Director of the Company retires by rotation
at this Annual General Meeting and being eligible offer himself for re-appointment.
The following appointments to the Board are proposed:
a. Ms. Darshan (DIN: 10968289): The Board of Directors, Based on the recommendation of
Nomination and Remuneration committee, appointed Ms. Darshan as an Additional Director in
the category of professional, board recommended to appoint Ms. Darshan under Section 152
of the Companies Act 2013 in the Board meeting held on 04 th March, 2025 subject to
approval of Shareholders of the Company in the ensuing General Meeting.
b. Mr. Kamal Wadhwani (DIN: 10076368),: The Board of Directors, Based on the
recommendation of Nomination and Remuneration committee, reappointed Mr. Kamal Wadhwani as
Independent Director, board recommended to appoint Mr. Deepak Sharma in the Board meeting
held on 17 th June, 2025 subject to approval of Shareholders of the Company in the ensuing
General Meeting. And the same intimated to BSE on 17 th June, 2025.
c. Ms. Pooja Dhiman (DIN: 11121608): The Board of Directors, Based on the
recommendation of Nomination and Remuneration committee, reappointed Ms. Pooja Dhiman as
Independent Director, board recommended to appoint Ms. Pooja Dhiman in the Board meeting
held on 17 th June, 2025 subject to approval of Shareholders of the Company in the ensuing
General Meeting. And the same intimated to BSE on 17 th June, 2025.
Pursuant to the provisions of section 203 of the Companies Act 2013 the KMPs of the
Company as on 31.03.2025 are:
1. Mr. Naresh Chand: Whole-time Director
2. Mr. Puneet Jain: Managing Director
3. Ms. Darshan: Additional Director (Professional)
4. Mr. Ravindra Kumar Jain: Chief Financial Officer
5. Mr. Kapil Aggarwal: Director (Independent Non-Executive)
6. Mr. Mritunjay Kumar: Director (Independent Non-Executive)
LISTING WITH EXCHANGE AND LISTING FEES:
The Equity Shares of the Company are presently listed with Bombay Stock Exchange
Limited (BSE). Further the Company has paid listing fees to the exchange (i.e. BSE) up to
financial year 2025-26.
AUDIT REORT & AUDITORS:
Audit Report
The Notes on financial statements referred to in the Auditors Report are
self-explanatory and do not call for any further comments. The Auditors Report does
contain some qualification, reservation, remark or disclaimer for which reply has been
given in the Directors Report.
As per the provisions of Listing Regulations Auditors certificate on Corporate
Governance forms part of this report and dont contain any qualifications or adverse
remarks. The CG Report itself explained to reconstitute of Board of Directors as per
provision of Section 149 of Companies Act, 2013 and the Regulation 17 of LODR.
The Notes to the financial statements referred in the Auditors Report are
self-explanatory. The Auditors Report is enclosed with the financial statements in this
Annual Report.
SECRETARIAL AUDIT & SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed
M/s Bir Shankar & Co, Company Secretaries in practice, to undertake the Secretarial
Audit of the Company. The report of the Secretarial Audit is annexed to this report as
Annexure E. Secretarial Auditors report does contain some qualification, reservation,
remark or disclaimer for which reply has been given in the Directors Report.
1. The Secretarial Audit Report for the year 2024-25 is provided in ANNEXURE-E
The qualifications made by the Secretarial Auditor and the explanation to the
observations are as follows:
Managementfs Note: The deviations reported by the Secretarial Auditor occurred
under exceptional financial and operational distress. There was no mala-fide intent,
concealment of information, or misrepresentation at any time. With gradual revival of
operations and improvement of the financial position after OTS, the company is confident
of achieving full compliance in the upcoming financial year.
A. STATUTORY AUDITORS
As required under Section 139 of the Companies Act, 2013, the Company has received a
written consent from M/s. Khiwani Sood & Associates. (Firm Registration No.: 040433N)
Further M/s Khiwani Sood & Associates. Chartered Accountants (Firm Registration No.
040433N) had been appointed as the Statutory Auditors of the Company, from the conclusion
of 32 nd Annual General Meeting till the conclusion of 37th Annual Meeting at such
remuneration as may be decided mutually by the Auditors and the Board of directors. The
Audit Report given by M/s Khiwani Sood & Associates., Chartered Accountants hereunder
is forming part of the Annual Report.
The Notes on financial statements referred to in the Auditors Report are
self-explanatory and do not call for any further comments. The Auditors Report does
contain some qualification, reservation, remark or disclaimer for which reply has been
given in the Directors Report.
Auditors Report:
The Report of Auditors and Notes forming part of the Accounts are attached along with
the Annual Report. Comments on Statutory Auditors Report: Reply to the qualifications made
in Auditors report
| Sr. Observation of Statutory Auditor |
Management Response |
| liability with SBI entered into an agreement to sell the
entire Plant & Machinery at Rs. 710.00 lakhs accordingly an impairment loss of
Rs.1,967.06 lakhs was recognised during the F. Y 2024-25 |
|
| 4 The company's production came to a standstill at the end of
the second quarter of the financial year 2024 25 due to the relocation of certain sections
of the plant to its own land. |
This is only a reporting by the Statutory Auditors. And the
same has already been reported in the quarterly financials for Dec 24 and Mar 25. |
| This relocation required significant modifications, which
disrupted the production of iron bars. |
|
| The ongoing modifications have resulted in a closure of
operations, leading to financial losses during the year. |
|
| Our Opinion is not Modified in the said matter |
|
| 5 The total outstanding borrowings from banks and financial
institutions as of March 31, 2025, amounted to Rs, 6,954.02lakhs, including Rs. 4,749.47
lakhs due to the State Bank of India (SBI). |
The Company successfully settled outstanding loans of SBI
under OTS at a substantial reduction of liability by 439.47 lakhs, which has been
recognized as Other Income. |
| The Company has defaulted on repayment obligations, resulting
in the classification of these borrowings as Non-Performing Assets (NPA) by the respective
lenders. The management is actively engaged in discussions with the lenders for
restructuring the loan facilities and taking necessary steps to regularize the accounts. |
Discussions with other lenders are underway for restructuring
of loans. |
| Further, the Company has settled the loan of SBI under a
One-Time Settlement (OTS) scheme and repaid the amount in accordance with the agreed
terms. |
The Company is confident of regularizing all loan accounts
and improving working capital availability. |
| Consequently, no provision has been made for interest accrued
on loans other than SBI, if any, up to March 31, 2025. Our Opinion is not Modified in the
said matter. |
There is no additional provision required as at
year-end. |
| The Company approached SBI under the One-Time Settlement
(OTS) scheme. Following negotiations, SBI agreed to settle the outstanding loan of Rs.
4,749.47 lakhs at Rs. 4,310.00lakhs. |
|
| The Company has repaid this amount in the financial year
2025-26 from advances received against the sale of company assets. |
|
| This event has been recognized as a subsequent adjusting
event in the financial statements for the year ended March 31, 2025, and an amount of Rs.
439.47 lakhs has been recognized as Other Income in the Statement of Profit and Loss for
the same period. Our Opinion is not Modified in the said matter |
|
| 6 The Company was unable to meet its financial obligations
towards banks and financial institutions and was classified as a Non-Performing Asset
(NPA) during the period. |
Management has initiated liquidity enhancement measures
including: |
| These events and conditions indicate the existence of
material uncertainty regarding the company's ability to continue as a going concern.
However, the management is actively addressing these concerns and is confident of
arranging sufficient liquidity through restructuring of existing loan terms, monetization
of non-core assets, collections from |
Monetization of non-core assets Inventory liquidation Cost
optimization and operational restructuring |
| sale of inventory, mobilization of additional funds, and
other strategic initiatives. Based on the current financial position, |
Recovery of receivables |
| future business plans, available financial resources, and
other relevant factors, management has assessed that the |
On this basis, management strongly believes that the Company
shall continue as a going concern , and the financial |
| Company will be able to continue as a going concern. |
|
| Accordingly, these financial statements have been prepared on
a going concern basis. As stated in Material Uncertainty Relating to Going Concern Section
of the |
|
| Report, since substantial assets including Factory land &
Building, Plant & Machinery and other assets have been sold, a material uncertainty
exists that may raise significant doubt about the company's ability to continue as a going
concern |
statements have been rightly prepared on that basis. |
| 7 The Company entered into an agreement with M/s Kamdhenu
Limited on December 26, 2002, whereby the |
|
| Company became the prior user, adopter and proprietor of the
mark AL KAMDHENU GOLD, the company was also granted the rights to use the trademark
KAMDHENU for a period of 99 years. Subsequently, in January 2021, a fresh license
agreement was executed, allowing the Company to use the trademarks KAMDHENU/ KAMDHENU NXT
for a period of 80 years. |
Management strongly believes that unilateral and illegal
termination of the company's rights by Kamdhenu Limited to use the trademarks KAMDHENU/
KAMDHENU NXT |
| During the year, Kamdhenu Limited attempted to wrongfully
terminate the company's rights to use the trademarks KAMDHENU/ KAMDHENU NXT via a letter
dated September 19, 2024. In response to this, the |
will not impact on the financial performance of the company
as the company holds valid, enforceable legal rights over AL KAMDHENU |
| Company is pursuing appropriate legal remedies against
Kamdhenu Limited and extensively pursuing its mark AL KAMDHENU GOLD. |
GOLD . Legal remedies have been initiated to safeguard
brand identity. |
| The Company believes that there shall be no impact on the
operations of the company due to the wrongful acts of Kamdhenu Limited. Our Opinion is not
Modified in the said matter. |
Management confirms that the dispute will not affect
production, distribution or revenue generation . |
| 8 The Company is involved in ongoing litigation with Kamdhenu
Limited regarding the protection of the company's rights over its trademark AL KAMDHENU
GOLD. The Company has filed a suit bearing no. CS(COMM) 130/2025 before the Delhi High
Court. The Company is actively pursuing its rights and will update stakeholders as and
when necessary. Our Opinion is not Modified in the said matter |
|
| 9 During the year, Kotak Mahindra Bank filed a case against
the Company alleging involvement in fraudulent activities. The Company firmly denies these
allegations and is actively pursuing the matter. Management is confident that the
proceedings lack merit and anticipates that the case will be dismissed. Our Opinion is not
Modified in the said matter |
The allegations are baseless and without merit . The
Company firmly denies these allegations and is actively pursuing the matter. The Company
expects a favourable outcome and no financial liability is anticipated. Adequate
disclosures have been made. |
| 10 During the year, complaints were filed with the Securities
and Exchange Board of India (SEBI) regarding the company's preferential allotment of
equity shares amounting to Rs. 211.75lakhs. The complainants have alleged fraudulent
activities and non-payment of refunds related to the said allotment. The Company has
submitted detailed responses to SEBI, denying the allegations and providing the necessary
clarifications. The Company affirms that no amount was received towards the preferential
allotment and, on the contrary, the amount received was in the nature of a short-term
loan. As at the date of these financial statements, the matter remains under regulatory
review, and the management is of the view that it will be resolved in favour of the
Company. The |
The Auditors have observed that advances amounting to 211.75
lakhs pertains to a preferential allotment of equity shares, which is under SEBI
investigation based on a complaint received alleging fraudulent activity. The Board wishes
to state that the Company has submitted a detailed response and supporting evidence to
SEBI and has categorically denied all allegations . The Company is fully
cooperating with the regulatory authority and will take appropriate |
| Company has appropriately disclosed this amount under
Short-Term Borrowings in the Balance Sheet. Our Opinion is not Modified in the said matter
|
legal steps based on the outcome of the inquiry. |
| 11 During the year, the Company accepted Short-term loans
amounting to Rs. 211.75 lakhs from various parties, which was in contravention of the
provisions of Sections 73 to 76 of the Companies Act, 2013, and the Companies (Acceptance
of Deposits) Rules, 2014. |
The amount of 211.75 lakhs was a short-term loan and not
consideration for issuance of securities. The Company is taking corrective action
including: |
| Further, certain advances from customers amounting to Rs.
12.26lakhs have remained outstanding for more than 365 days and, in accordance with Rule
2(1)(c)(xii)(a) of the Companies (Acceptance of Deposits) Rules, 2014, such amounts fall
within the definition of deemed deposits. |
Legal clarification Regularization of deemed deposits |
| Accordingly, these also constitute non-compliance with the
aforesaid provisions of sections 73 to 76 of the companies Act, 2013. |
Strengthening compliance framework |
| The Company is in the process of obtaining necessary legal
and regulatory clarifications and is taking appropriate steps to regularize the said
non-compliances. |
No material adjustment is required in the financial
statements. |
| These amounts have been disclosed under Short-Term Borrowings
and Current Liabilities in the financial statements as applicable. Our Opinion is not
Modified in the said matter |
|
| 12 During the year, due to financial constraints, the company
has not deposited statutory dues, including Employee Provident Fund (EPF) amounting to Rs.
6.76 lakhs, Employee State Insurance (ESI) amounting to Rs. 1.62 lakhs, and Tax Deducted
at Source (TDS) and Tax Collected at Source (TCS) amounting to Rs. 11.76 lakhs Our Opinion
is not Modified in the said matter. |
Temporary delays were solely due to severe liquidity
constraints during NPA status. The Company has commenced systematic clearance of
pending dues post OTS settlement and expects to be fully compliant shortly. The amount
involved is not material in relation to total expenses. |
| 13 During the year, as the banks classified the company's
loan accounts as Non-Performing Assets (NPA), the Company had no access to its banking
facilities. |
Payments were routed through related entities only due to lack
of access to bank accounts during |
| Consequently, to meet its day-to-day operational requirements
and expenses during the period when the bank accounts remained inoperative, payments were
made through the group companies of the Company. |
NPA classification. Complete details are appropriately
recorded ensuring transparency. |
| Our Opinion is not Modified in the said matter. |
No misstatement or financial prejudice has occurred |
| 14 In accordance with applicable IND AS-2 the valuation of
inventories of Raw material and consumables is made at the lower of cost or net realizable
value (NRV), as against the earlier policy of valuation at cost. |
The switch from Cost to Lower of Cost and NRV aligns
with Ind AS-2 requirements. The impact is non- cash in nature , enhances
conservatism in financial reporting, and no further effect is expected in future periods. |
| As a result, thereof the value of inventories was reduced by
Rs. 417.17 lakhs. |
|
| Our Opinion is not Modified in the said matter |
|
| 15 During the year, due to financial constraints, the Company
was unable to fully comply with the provisions of the Companies Act, 2013 including
Section 177 relating to appointment of Audit Committee, Nomination and remuneration
committee and Stakeholders committee and appointment of Women Director and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. |
Temporary non-compliances were driven by severe financial
stress and attrition of Board members. The Company has initiated steps for reconstitution
of mandatory committees , appointment of a Woman Director and restoration of
compliance with the Companies Act and LODR Regulations at the earliest. |
| The Company is taking necessary steps to regularize the
shortcomings and ensure compliance with the applicable provisions of the Companies
Act,2013 and SEBI regulations. |
|
| Our Opinion is not Modified in the said matter. |
|
B. COST AUDITORS:
In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost
Records and Audit) Rules, 2014, the Company is required to maintain cost accounting
records and get them audited every year and accordingly such accounts and records are made
and maintained. The Board appointed M/s. Mithlesh Gupta & Co., Cost Accountants, as
cost auditors of the Company for the financial year 2024-25 at a fee of INR 30,000 plus
applicable taxes and out of pocket expenses subject to the ratification of the said fees
by the shareholders at the ensuing annual general meeting. The cost audit report for the
financial year ended March 31, 2025 would be filed with the Central Government.
C. SECRETARIAL AUDITOR
As per the provisions of Section 204 of the Companies Act, 2013 and Rules there under,
M/s Bir Shankar & Co., Practicing Company Secretary was appointed as the Secretarial
Auditor of the Company for the year 2024-25.
D. INTERNAL AUDITOR
As per the provisions of Section 148 of the Companies Act, 2013 and Rules thereunder,
Mr. Sachita Nand Gupta, was appointed as the Internal Auditor of the Company for the year
2024-25.
NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:
The Board met 11 times during the financial year 2024-25, the details of which are
given in corporate Governance section.
AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP
COMMITTEE:
The Company has did not have a duly constituted Audit Committee and Nomination and
Remuneration Committee but had a duly constituted Stakeholders Relationship Committee.
During the year 7 (Seven) Audit Committee meetings, 7 (Seven) Nomination &
Remuneration Committee Meetings and 6 (Six) Stakeholder & Relationship Committee
Meetings were convened and held, the details where of are given in the Corporate
Governance Report which forms part of this Annual Report.
ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS:
The Board of Directors has evaluated the performance of the Board, its Committees and
the individual directors as per the Nomination and Remuneration Policy. The Independent
Directors of the Company also review the performance of Non-Independent Directors of the
Board.
DECLARATION BY INDEPENDENT DIRECTORS AS REQUIRED UNDER SECTION 149(7) OF THE
COMPANIES ACT, 2013
All the Independent directors of the company have given their statement of declaration
under Section 149(7) of the Companies Act, 2013 (the Act) that they meet the criteria of
independence as provided in Section 149(6) of the Act, and their Declarations have been
taken on record.
POLICY ON DIRECTORS APPOINTMENT REMUNERATION
The Company strives to maintain an appropriate combination of executive, non-executive
and independent Directors including at least one woman Director. The Nomination &
Remuneration Committee of the Company leads the process for Board appointments in
accordance with the requirements of Companies Act, 2013, listing agreement/regulations and
other applicable regulations or guidelines. All the Board appointments are based on
meritocracy. The potential candidates for appointment to the Board are inter alia
evaluated on the basis of highest level of personal and professional ethics, standing,
integrity, values and character; appreciation of the company's vision, mission, values;
prominence in business, institutions or professions; professional skill, knowledge and
expertise; financial literacy and such other competencies and skills as may be considered
necessary.
In addition to the above, the candidature of an independent Director is also evaluated
in terms of the criteria for determining independence as stipulated under Companies Act,
2013, listing agreement/regulations and other applicable regulations or guidelines. In
case of re-appointment of Independent Directors, the Board shall take into consideration
the results of the performance evaluation of the Directors and their engagement level.
The Board of Directors of the Company has adopted a Remuneration Policy for Directors,
KMPs and other employees. The policy represents the overarching approach of the Company to
the remuneration of Director, KMPs and other employees.
LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY:
Details of loans, guarantees and investments by the Company to other body corporates or
persons are given in Financial Statements/Notes to the financial statements.
MATERIAL CHANGES & COMMITMENTS:
Pursuant to Section 134(3)(l) of the Companies Act, 2013, the Board of Directors wishes
to inform the Members that during the Financial Year, certain material changes and
commitments occurred which have significantly impacted the financial and operational
position of the Company.
During the year under review, the Company faced multiple operational challenges. The
manufacturing plant remained non-operational for a considerable period on account of the
shifting of plant and machinery from the rented premises to the adjacent owned premises.
The shut-down of operations in the course of relocation adversely affected the production
schedule and overall business continuity.
Further, the Company underwent financial distress arising from prolonged working
capital constraints and disruption of business activities. Consequent to the stressed
financial position, the company's banking facilities were classified as Non-Performing
Assets (NPA) by the lending bank. The Company has been in continuous discussion with the
bankers and after evaluating settlement options to company opted OTS.
During the year, certain senior personnel tendered their resignation and ceased to be
associated with the Company. The Independent Directors and Key Managerial Personnel (KMP)
resigned due to personal and professional reasons. The Board has initiated the process of
strengthening the company's management structure and identifying suitable candidates for
appointment to ensure compliance and seamless governance.
The above events have collectively impacted the overall operational and financial
performance of the Company. The Board is taking necessary corrective and strategic
measures to revive operations, restore financial stability, and improve corporate
governance practices.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULAOTRS, COURTS AND
TRIBUNALS
During the year under review, there have been no significant and material orders passed
by the regulators or courts or tribunals impacting the going concern status and company's
operations in future.
SHARE CAPITAL:
As per master data available on MCA website, the Authorized Share Capital of the
Company is Rs. 18,00,00,000/- (Rupees Eighteen crore) divided into 1,80,00,000 (One Crore
and eighty lakhs) equity shares of Rs. 10/- (Rupees One) each. The Paid-up Share Capital
of the Company is Rs. 7,96,48,000/- (Rupees Seven crore ninety six lakhs and forty eight
thousand) divided into 79,64,800 (Seventy nine lakh sixty four thousand and eight hundred)
equity shares of Rs. 10/- (Rupees One) each. Further, there is no change in Authorized
Share Capital and Paid-up Share Capital of the Company during the financial year under
review.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis comprising an overview of the financial results,
operations / performance and the future prospects of the Company form part of this Annual
Report.
THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in AIL through various interventions and practices. The Company
has complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Company always endeavors to create and provide an environment that is free
from discrimination and harassment including sexual harassment.
The Company believes in prevention of harassment of employees as well as contractors.
During the year ended 31 March, 2025, no complaints pertaining to sexual harassment were
received.
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
As per the provisions of Listing Regulations Auditors certificate on Corporate
Governance forms part of this report and contain qualifications/adverse remarks related to
compliance with the conditions/provisions of corporate governance.
RELATED PARTY TRANSACTIONS:
The Board has adopted a policy to regulate the transactions of the Company with its
related parties. As per policy, all related party transactions require approval as per the
provisions of the Companies Act, 2013 and SEBI (LODR) Regulations. The said policy is
available on the company's website viz. www.ashianaispat.in.
VIGIL MECHANISM:
The Company has in place a whistleblower policy, to support the Code of Business
Ethics. This policy documents the company's commitment to maintain an open work
environment in which employees, consultants and contractors are able to report instances
of unethical or undesirable conduct, actual or suspected fraud or any violation of
company's Code of Business Ethics at a significantly senior level without fear of
intimidation or retaliation.
Individuals can also raise their concerns directly to the chairman of the Audit
Committee of the Company. Any allegations that fall within the scope of the concerns
identified are investigated and dealt with appropriately. Further, during the year, no
individual was denied access to the Audit Committee for reporting concerns, if any. The
details of establishment of vigil mechanism for Directors & employees to report
genuine concerns are available at the website of the Company viz. www.ashianaispat.in.
INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:
AIL continuously invests in strengthening its internal control processes. The Company
has put in place an adequate system of internal financial control commensurate with its
size and nature of business which helps in ensuring the orderly and efficient conduct of
its business. These systems provide a reasonable assurance in respect of providing
financial and operational information, complying with applicable statutes, safeguarding of
assets of the Company, prevention & detection of frauds, accuracy & completeness
of accounting records and ensuring compliance with corporate policies.
FAMILIARISATION PROGRAM FOR DIRECTORS:
The Company provides an orientation and business overview to all its new Directors and
Independent Directors and provides materials and briefing sessions periodically which
assists them in discharging their duties and responsibilities. The Directors of the
Company are also informed of the important developments in the Company and Industry.
Directors are fully briefed on all business related matters, and new initiatives proposed
by the Company and updated on changes and developments in the domestic & global
corporate and industry scenario. The detail of the familiarization program for Directors
is available on the website of the Company viz. www.ashianaispat.in.
CHANGES IN CAPITAL STRUCTURE:
During the year, there was no change in the Capital Structure of the Company.
COMMITTEES:
The various Committees, as required by the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, have been constituted/
reconstituted amongst members of the Board. The composition of the various committees as
on 31.03.2025 is as under:
| Sr. No. Name of Committee |
Chairperson and Members |
| 1. Audit Committee |
1. Mr. Mrityunjay Kumar (Chairperson & Member |
|
2. Mr. Naresh Chand (Member) |
|
3. Mr. Puneet Jain (Member) |
| 2. Nomination and Remuneration Committee |
1. Mr. Mrityunjay Kumar (Chairperson & Member |
|
2. Mr. Naresh Chand (Member) |
|
3. Ms. Darshan (Member) |
| 3. Stakeholders Relationship Committee |
1. Mr. Mrityunjay Kumar |
|
(Chairperson & Member |
|
2. Mr. Naresh Chand (Member) |
|
3. Ms. Darshan (Member) |
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Information on conservation of energy, technology absorption and foreign exchange
earnings and outgo is given in Annexure-A to this report.
PARTICULARS OF EMPLOYEES:
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and
Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the names and other particulars of employees are set out in the Annexure-C to this report
and forms part of this report.
DIRECTORS RESPONSIBILITYSTATEMENT:
The Directors would like to assure the Members that the financial statements for the
year under review conform in their entirety to the requirements of the Companies Act,
2013.
The Directors confirm that:
In the preparation of the annual accounts/financial statements, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;
Appropriate accounting policies have been selected and applied consistently and have
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 31 st March, 2025 and of the profit/loss
of the Company for the year ended on 31 st March, 2025;
Proper and sufficient care has been taken for 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 annual accounts/financial statements have been prepared on a going concern basis.
That Internal financial controls were laid down to be followed by the company and that
such internal financial controls are adequate and were operating effectively.
Proper systems had been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS:
Your Directors express their gratitude to the company's vendors, customers, Banks,
Financial Institutions, Shareholders & society at large for their understanding and
support. Finally, your Directors acknowledge the dedicated services rendered by all
employees of the company.
For and on behalf of Board of Directors of
ASHIANA ISPAT LIMITED
| Puneet Jain |
Naresh Chand |
| Managing Director |
Whole-Time Director |
| DIN: 00814312 |
DIN: 00004500 |
| Date: 4 th December 2025 |
|
| Place: New Delhi |
|
|