Attention Investors
Kindly note the Change in PAY IN for BSE A/C No. : 1201250000000691 (CDSL), if you have an NSDL A/C, kindly use INTER DEPOSITORY SLIP. For assistance, please call OR contact: Mr. Dadu, 98339 89807 / 022-6145 1000.    |   Exchanges / Depository: Prevent Unauthorized Transactions in your Trading / Demat account --> Update your Mobile Numbers / email IDs with your Stock Brokers / Depository Participant. Receive alerts on your Registered Mobile / email IDs for trading account transactions and all debit and other important transactions in your demat account directly from Exchange / Depository on the same day ......................Issued in the interest of Investors."     |    KYC : "KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary."     |    ASBA-IPO : "No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
 ««+1  ««-1
 
 
Ashiana Ispat LtdIndustry : Steel - Medium / Small
BSE Code:513401NSE Symbol: Not ListedP/E(TTM):0
ISIN Demat:INE587D01012Div & Yield %:0EPS(TTM):0
Book Value(Rs):46.422509Market Cap ( Cr.):33.83Face Value(Rs):10
    Change Company 

To

The Members

Ashiana Ispat Limited

Your Directors have pleasure in presenting their 32nd Annual Report on the affairs of the company together with Audited Financial Statements for the financial year ended 31st March, 2024.

1. FINANCIAL RESULTS

The standalone financial performance of the company for the financial year ended March 31, 2024 in summarized below.

Particulars

Rs. in lacs Rs. in lacs
2023-24 2022-23

Revenue from operations

32183.60 46456.85

Other Income

263.27 96.80

Total Revenue

32446.87 46553.65

Profit/(loss) before taxes

200.11 344.43

Total Expenditure

32246.76 46209.22

Tax Expense/(Benefit)

52.93 44.72

Profit/(Loss) after Tax

147.18 299.71

Other comprehensive income

8.14 -

Earning per equity shares in Rs.

1.85 3.76

1. STATE OF COMPANY’S AFFAIRS

The Total Income of your Company for the Financial Year 2023-24 stood at Rs. 32446.87 Lakh as compared to Rs. 46553.65 Lakh of the previous Financial Year. Your Company has ended the Financial Year 2023-24 with a profit after tax from the ordinary activities of Rs.155.32 Lakh as against the previous Financial Year's Rs. 299.71 Lakh. After taking into account your Company has carried forward an amount of Rs. 155.32 Lakh to the Balance Sheet. The Directors trust that shareholders will find the performance of the company in the coming years to be satisfactory. The Earning per share (EPS) of the company is Rs. 1.85 per share (Basic) and Diluted EPS is Rs. 1.85 per share. The raising of capital through preferential issue of shares will provide interest free working capital to the company and will reduce the financial charges. This will certainly help in enhancing the EPS of the shareholders.

2. 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-“D”.

DIVIDEND:

The directors have not recommended any dividend for the financial year 2023-24.

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.

SECRETARIALSTANDARDS:

The Company has complied with applicable secretarial Standards.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2023-24 following changes in directorship were made:

a. During the year, Ms.Shruti Jain resigned from the office of Independent Director with effect from 15th, December 2024, for pursuing external opportunities. The Board places on record its deep appreciation for the outstanding contribution made by Ms.Shruti Jain.

b. Mr. Deepak Sharma who is a qualified Chartered Accountant has been appointed as Independent Director. His knowledge and experience would be immense beneficial for the overall functioning of the Board and the operations of the Company.

c. Directors retire by rotation:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association, Mr. Naresh Chand, 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. Mrs. Ashita Jain: The Board of Directors, Based on the recommendation of Nomination and Remuneration committee, appointed Mrs. Ashita Jain as an Additional Director in the category of Non- Executive non-independent Director, board recommended to appoint Mrs. Ashita Jain under Section 152 of the Companies Act 2013 in the Board meeting held on 28thSeptember, 2023 subject to approval of Shareholders of the Company in the ensuing General Meeting. b. Mr. Mritunjay Kumar: The Board of Directors, Based on the recommendation of Nomination and Remuneration committee, appointed Mr. Mritunjay Kumar as an Additional Director in the category of Non- Executive non-independent Director, board recommended to appoint Mr. Mritunjay Kumar under Section 152 of the Companies Act 2013 in the Board meeting held on 31st August, 2024 subject to approval of Shareholders of the Company in the ensuing General Meeting. c. Mr. Kapil Aggarwal: The Board of Directors, Based on the recommendation of Nomination and Remuneration committee, appointed Mr. Kapil Aggarwal as an Additional Director in the category of Non- Executive non-independent Director, board recommended to appoint Mr. Kapil Aggarwal under Section 152 of the Companies Act 2013 in the Board meeting held on 31stAugust, 2024 subject to approval of Shareholders of the Company in the ensuing General Meeting. d. Mr. Puneet Jain: The Board of Directors, Based on the recommendation of Nomination and Remuneration committee, reappointed Mr. Puneet Jain asManaging Director in the category of Executive non-independent Director, board recommended to appoint Mr. Puneet Jainin the Board meeting held on 30th May, 2024 subject to approval of Shareholders of the Company in the ensuing General Meeting. e. Mr. Naresh Chand: The Board of Directors, Based on the recommendation of Nomination and Remuneration committee, reappointed Mr. Naresh Chand as Whole Time Director in the category of Executive non-independent Director, board recommended to appoint Mr. Naresh Chand in the Board meeting held on 30th May, 2024 subject to approval of Shareholders of the Company in the ensuing General Meeting. f. Mr. Deepak Sharma: The Board of Directors, Based on the recommendation of Nomination and Remuneration committee, reappointed Mr. Deepak Sharma asIndependent Director, board recommended to appoint Mr. Deepak Sharmain the Board meeting held on 31st August, 2024 subject to approval of Shareholders of the Company in the ensuing General Meeting. g. Mr. Shyam Sunder: The Board of Directors, Based on the recommendation of Nomination and Remuneration committee, reappointed Mr. Shyam Sunder as Independent Director, board recommended to appoint Mr. Shyam Sunder in the Board meeting held on 31st August, 2024 subject to approval of Shareholders of the Company in the ensuing General Meeting.

Pursuant to the provisions of section 203 of the Companies Act 2013 the KMP's of the Company as on 31.03.2024 are:

1. Mr. Naresh Chand: Whole-time Director 2. Mr. Puneet Jain: Managing Director 3. Mrs. Anu Bansal: Whole-time Executive Director 4. Mr. Ravindra Kumar Jain: Chief Financial Officer 5. Mr. Harun Rashid Ansari: Company Secretary

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 2024-25.

AUDIT REORT & AUDITORS:

Audit Report

The Notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call forany further comments. The Auditors’ Report does contain some qualification, reservation, remark or disclaimerfor which reply has been given in the Directors Report.

As per the provisions of Listing Regulations Auditor's certificate on Corporate Governance forms part of this report and don't 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 disclaimerfor which reply has been given in the Directors Report.

1. The Secretarial Audit Report for the year 2023-24 is provided in ANNEXURE - E. The qualifications made by the Secretarial Auditor and the explanation to the observations are as follows:

S.No.

QUALIFICATION

MANAGEMENT’S EXPLANATION

1.

Discrepancy noticed w.r.t composition of the Board and late submission under Regulation 23(9),27(2),31,33,34, and 19(1)(2) of SEBI (LODR) Regulations, 2015 and Late Submission of Financial results for quarterSeptember 2023, December 2023 and ended March 2023

Management responsible for compliance made good and paid the fine imposed by BSE.

A. STATUTORY AUDITORS

M/s. S. Singhal & Co., Chartered Accountants., Bhiwadi(Firm registration No 001526C)tendered their resignation to discontinue as the Statutory Auditor of the Company for the remaining term of their period.

Hence, in order to fill up the casual vacancy, the Company has appointed M/s. Khiwani & Co. (Firm Registration No.: 002589N) Delhi, in the Board Meeting convened on 8th March, 2024.

As required under Section 139 of the Companies Act, 2013, the Company has received a written consent from M/s. Khiwani & Co. (Firm Registration No.: 002589N), Delhi for such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made thereunder.

At the Annual General Meeting held on 06 May, 2024, the shareholders approved the ratification of appointment of M/s. Khiwani & Co, Chartered Accountants (Firm Registration No. 002589N) as the Statutory Auditor till the conclusion of 32nd Annual General Meeting.

Further it is proposed to appointment of M/s Khiwani Sood & Associates. Chartered Accountants (Firm Registration No. 040433N) from the conclusion of 32nd 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 & Co., 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 Auditor’s Report: Reply to the qualifications made in Auditor’s report

S.No.

QUALIFICATION

REPLY

A. 1

Qualified opinion of statutory Auditor:

Receivables amounting to Rs.15.06 crores consists the amount due towards the company facing insolvency process under IBC code. In the matter of holding company NINEX DEVELOPERS LIMITED Honb’le NCLT Pronounced their order on 15.02.2024 and directed RP to handover the assets, documents, records pertaining to the Corporate Debtor to the suspended management of the Corporate Debtor forthwith. Since the Corporate Insolvency Resolution Process (CIRP) has been withdrawn, all the connected IA(s)/CA(s) stands disposed of.

.

Trade receivables include an amount of Rs. 15.06 crores that have been outstanding for more than three years.

This has led to a significant increase in credit risk.

The company has not made any provision of Expected Credit Loss (ECL) as required under Indian Accounting Standard (Ind AS) 109, "Financial Instruments," where an entity is required to assess and recognize impairment losses based on the expected credit loss model.

In the absence of Information, we are unable to comment on the possible effect on the company.

Management of Ninex Group who are our debtor assured that Insolvency Resolution Process (CIRP) against the others company which are about 100%subsidiary of Ninex are also likely to be withdrawn.

Reference is invited to note no. 4, out of the Trade Receivables as mentioned in point no.1 above, an amount of Rs. 660.80 Lakhs is receivable from companies where proceedings under Corporate Insolvency Resolution Process (CIRP) are pending with the NCLT. The claim of the company has been admitted and accepted by NCLT.

Management have strong opinion and believe that once the insolvency process gets withdrawn the management of the corporate debtors will clear all dues with interest.

 

Management is in regular touch with others debtors and they are also in a process to clear the outstanding dues within shorter period.

A.2

We draw attention to Note No. 5 of the financial statements, which describes that the company has requested confirmation for the balances of Trade Payables, Trade Receivables, Loans and Advances, and Current Liabilities from the respective parties. However, as of the date of this report, the company has not received responses to these confirmation requests.

For the above referred observation of the Auditors, the company provides the following clarifications:

Company having more than two and half years old business relation with all our stakeholders including Debtors and Creditors. Concerned official of the Management is in regular touch with Debtors and creditors and management ensures to get Confirmation from all the Debtors and Creditors.

As a result, we were unable to obtain sufficient appropriate audit evidence regarding these balances through external confirmations. Consequently, we are unable to verify the completeness, existence, and accuracy of these balances as reported in the financial statements.

This matter was considered in determining the nature, timing, and extent of our audit procedures applied in our audit of the financial statements, and in forming our opinion on these financial statements.

B For Audit Qualification(s) where the impact is not quantified by the auditor:

1 Management's estimation on the impact of audit qualification:

Management is of the view that both the qualified opinion 1and 2 of the above have no impact and hence not quantified.

2 Auditors’ comment on (i) and (ii):

Auditors have no comments thereupon.

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 2023-24 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, 2024 would be filed with the Central Government.

The cost audit report for the financial year ended March 31, 2023 was filed on 10.10.2023 within prescribed timelines.

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 138 of the Companies Act, 2013 and Rules thereunder, M/s. Anil Kakar & Associates, Chartered Accountant 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 8 times duringthe financial year 2023-24, the details of which are given in corporate Governance section.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has duly constituted the Nomination and Remuneration Committee and the Stakeholders Relationship Committee comprising non-executive directors of which not less than one half of the members are independent directors. During the year 3 (Three) Nomination & Remuneration Committee Meetings and 4 (Four) 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.

POLICYON 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:

Apart from the frequently interruption in production due to rigorous environmental policy adopted by the Government there were no others material changes, events and commitments affecting the financial position of your Company between the end of the Financial Year and the date of this report.

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:

The Authorized Share Capital of the Company is Rs. 15,00,000/- (Rupees Fifteen crore) divided into 150,00,000 (OneCrore fifty laks) equity shares of Rs. 10/- (Rupees One) each. The Paid-up Share Capital of the Company is Rs. 79,648,000/- (Rupees Seven crore ninety six lakhs forty eight thousand) divided into 7,964,800 (Seventy nine lakh sixty four thousand 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 theCompany 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 endeavours 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 yearended 31 March, 2024, no complaints pertaining to sexual harassment were received.

RELEVANT EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9, as required under the provisions of the Companies Act, 2013, forms an integral part of Board Report. Form MGT-9 is available on the website of the Company and can be accessed at www.ashianaispat.in.

Auditor's certificate on Corporate Governance

As per the provisions of Listing Regulations Auditor's certificate on Corporate Governance forms part of this report and don't contain any qualifications or 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 policydocuments 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.

INTERNALFINANCIAL 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 familiarisation 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.

Board of Directors of your company has decided to introduce Equity capital by issue of Equity shares on preferential basis to identified person. This infusion of capital will be made in accordance with SEBI (ICDR) Regulations, 2015. This investment is a reflection of management conviction that it will create a longer term positive impact on the overall growth of the Company which will ultimately build the confidence of ourstakeholders. This steps will reduce the interest burden on the company and ultimately pay-out ratio to shareholders will increase. It was further decided to declare interim dividend/ final dividend to shareholders on regular basis.

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 31.03.2024 is as under:

Sr. No.

Name of Committee

Members

1.

Audit Committee

Mr. Deepak Sharma

Mr. Manoj Kumar

Ms.Anu Bansal

2.

Nomination and Remuneration

Mr. Deepak Sharma

Committee

Mr. Manoj Kumar

Ms.Ashita Jain

3.

Stakeholders Relationship

Mr. Deepak Sharma

Committee

Mr. Manoj Kumar

Mr. Naresh Chand

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-“F” 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-“G” 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 madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March, 2024 and of the profit/loss of the Company for the yearended on 31st March, 2024; 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.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has adopted Corporate Social Responsibility initiatives and focuses on key areas as education, healthcare etc., in accordance with the provisions of the relative Act and rules made thereunder. The Corporate Social Responsibility Committee consists of Sh. Naresh Chand (Chairman), Mr. Deepak Sharma and Sh. Puneet Jain. The Board of Directors on recommendation of the CSR Committee has formulated the CSR policy of the Company. The CSR activities of the Company are implemented in accordance with the core values viz. protecting stakeholder interests, proactive engagement with the local communities and striving towards inclusive development. The CSR activities are focused on the following five broad themes with goals to improve overall socio economic indicators of Company's area of operation:

To eradicate Extreme hunger and Poverty

Promoting healthcare, sanitation and making safe drinking water available; Employment enhancement through training and vocational skill development; Income enhancement through farm based and other livelihood opportunities; Promoting education and sports; and Ensuring sustainable environment.

The annual report on CSR containing particulars specified in Companies (CSR Policy) Rules, 2014 is given in Annexure “H”. The CSR policy of the Company is also placed on the website of the Company viz. www.ashianaispat.in.

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 the Board

For Ashiana Ispat Limited

Place: Bhiwadi

(Ashita Jain)

Dated: 31.08.2024

Chairperson

DIN: 09802051