To the Members,
The Hon'ble National Company Law Tribunal, Kolkata Bench ("NCLT") had vide
its order dated 12th September, 2023 admitted the application for the initiation of the
Corporate Insolvency Resolution Process ("CIRP") of the company in terms of the
Insolvency and Bankruptcy Code (IBC), 2016 read with the rules and regulations framed
thereunder as amended from time to time ("Code"). Accordingly pursuant to the
provisions of Section 17 of the IBC the powers of the Board of Directors of the Corporate
Debtor stands suspended and such powers shall be vested with Mr. Sriram Mittal appointed
as the Insolvency Resolution Professional (the IRP). Further the committee of
creditors(CoC) of the company pursuant to the meeting held on 11th October, 2023 and in
terms of Section 22 (2) of the Code resolved with 100% voting share to replace the
existing Interim Resolution Professional with CA Santanu Brahma as the resolution
professional (RP) for the company. Accordingly the NCLT has in its hearing dated 17th
November, 2023 through video conferencing pronounced the approval for the appointment of
CA. Santanu Brahma as the RP ("Resolution Professional") of the Company.
As per Notification no. SEBI/LAD-NRO/GN/2018/21 dated May 31 2018 regulations 17,18,
19, 20 and 21 of the Securities & Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 2015 related to Board of Directors, Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee respectively
shall not be applicable during the insolvency resolution process period in respect of a
listed entity which is undergoing CIRP under the Code provided that the role and
responsibilities of the Board of Directors as specified under regulation 17 shall be
fulfilled by the interim resolution professional or resolution professional in accordance
with sections 17 and 23 of the Insolvency and Bankruptcy Code. Hence the status of the
Board of Directors and Committees provided in this Report is as on the date of
commencement of CIRP i.e. 12th September, 2023.
We hereby presents the 29TH Annual Report of Aanchal Ispat Limited (the
Company) along with the audited financial statements for the financial year ended March
31, 2024.
1. FINANCIAL RESULTS
The Company's financial performance for the year ended 31st March, 2024 is
summarised below:
( in lakhs)
PARTICULARS |
2023-2024 |
2022-2023 |
Sales and other operating Income |
10,939.05 |
19,453.67 |
Earnings before Interest, Tax, Depreciation & amortization (EBITDA) |
(339.76) |
(2218.29) |
Finance costs |
351.46 |
765.15 |
Depreciation and amortization expenses |
62.99 |
63.81 |
Profit/ (loss) before tax |
(754.21) |
(3047.25) |
a) Current Tax |
- |
- |
b) Current Tax Expense relating to Prior Year's |
- |
- |
c) Deferred Tax |
(129.40) |
(701.55) |
Profit/(loss) for the period |
(624.81) |
(2345.71) |
2. RESULTS OF OPERATIONS AND STATE OF THE COMPANY'S AFFAIRS:
The Company's revenue in FY 2023-24 was Rs. 10,939.05 lakhs compare to Rs. 19,453.67
lakhs in the previous financial year. EBIDTA stood at Rs. (339.76) lakhs in FY 2023-24
compared to Rs. (2218.29) lakhs in the previous financial year. The Company reported a
post-tax loss of Rs. 624.81 lakhs in FY 2023-24 compared to a post-tax loss of Rs. 2345.71
lakhs in the previous financial year.
3. TRANSFER TO RESERVES
The Company has not transferred any amount to the Reserves for the year ended 31st
March, 2024.
4. DIVIDEND
The company has not recommend the payment of any dividend on equity shares for the year
ended 31st March, 2024.
5. CHANGE IN THE NATURE OF BUSINESS
The company is engaged in manufacturing of a wide range of TMT Bars, MS Rounds &
Angles, besides Trading of Steel Products etc. There has been no change in the nature of
business of the Company.
6. SHARE CAPITAL
The paid up Equity Share Capital as at March 31, 2024 stood at `20.85 cores. During the
year under review, the Company has not issued shares or convertible securities or shares
with differential voting rights nor has granted any stock options or sweat equity or
warrants. As on March 31, 2024, none of the Directors of the Company hold instruments
convertible into Equity Shares of the Company.
7. ANNUAL RETURN
In terms of provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management & Administration) Rules, 2014, a copy of the Annual Return as
prescribed under Section 92 of the Companies Act, 2013 forms a part of this report and is
annexed as Annexure "A" and the same can also be assessed at the
website of the Company at www.aanchalispat.com.
8. DEPOSITS
The Company has not accepted any public deposit during the year under review and no
amount against the same was outstanding at the end of the year.
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The company is not having a holding or subsidiary company during the year and no other
company has become a holding/subsidiary/ joint venture.
10. SECRETARIAL STANDARDS OF ICSI
The Ministry of Corporate Affairs has mandated SS-1 and SS-2 with respect to
board/committee meetings and general meetings respectively. The company is under CIRP
w.e.f 12th September, 2024, therefore the company has ensured compliance with
the Secretarial Standards to the extent possible.
11. REGULATORY STATEMENT
In conformity with the provision of regulation 34(2) (c) of SEBI (LODR), Regulations
2015, the Cash Flow Statement for the year ended 31.03.2024 is annexed hereto. The equity
shares of the Company are listed on the BSE Ltd.
12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO
As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies
(Accounts) Rules, 2014, particulars relating to conservation of Energy, R & D,
Technology absorption, and foreign exchange earnings/outgo are separately provided in the
annexure to this report as Annexure "B".
13. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
As per the terms of Regulation 34(2) read with Schedule V of SEBI Listing Regulations,
Management's Discussion and Analysis Report for the year under review is presented in a
separate section forming part of the Annual Report.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Since the Company is undergoing Corporate Insolvency Resolution Process (CIRP) w.e.f
12th September, 2023, the powers of the Directors have been suspended and such powers are
vested in CA. Santanu Brahma, in the capacity of Resolution Professional.
There were no changes in the composition of the Board of Directors.
None of the Directors of the Company is disqualified for being appointed as Director,
as specified under section 164(2) of the Companies Act, 2013 and Rule 14(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014. Ms. Puja Kaul, Company
Secretary resigned from her post w.e.f 12th September, 2023. Mr. Mukesh Kumar
Agarwal, Chief Financial Officer (CFO) of the company resigned from his post w.e.f 15th
November, 2023 but it is not yet approved by the Committee of Creditors (CoC).
15. RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT
In accordance with the provisions of Section 152 and other applicable provisions, if
any, of the Act (including any statutory modification(s) or re-enactment(s) thereof for
the time being in force) and the Articles of Association of the Company, Mr. Manoj Goel,
Director, is liable to retire by rotation at the ensuing AGM and being eligible have
offered himself for re-appointment. A resolution seeking shareholders' approval for his
re-appointment along with other required details forms part of the Notice. The Managing
Director & CEO and Independent Directors of the Company are not liable to retire by
rotation. *His appointment on the Board is being part of compliance with section 152(6) of
the Companies Act, 2013. However, the Board shall continue to remain suspended during the
continuance of Corporate Insolvency Resolution Process.
16. DECLARATION BY INDEPENDENT DIRECTORS
Since the Company is undergoing Corporate Insolvency Resolution Process (CIRP) w.e.f 12th
September, 2023, the powers of the Directors have been suspended and such powers are
vested in CA. Santanu Brahma, in the capacity of Resolution Professional.
Hence, the provisions of Section 149 of the Act, is not applicable on the company.
17. NUMBER OF MEETINGS OF THE BOARD
09 (Nine) meetings of the Board of Directors were held during the financial year
2023-2024. The maximum gap between any two meetings was less than 120 days, as stipulated
under SEBI's Listing Requirements, 2015. The details of the meetings of the Board of
Directors of the Company convened and attended by the Directors during the financial year
2023-2024 are given in the Corporate Governance Report which forms part of this Annual
Report.
18. NOMINATION AND REMUNERATION POLICY
The salient features of the Nomination and Remuneration Policy of the Company are set
out in the Corporate Governance Report which forms part of this Annual Report. The said
Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee
shall formulate the criteria for appointment & re-appointment of Directors on the
Board of the Company and persons holding Senior Management positions in the Company,
including their remuneration and other matters as provided under Section 178 of the Act
and Listing Regulation.
19. BOARD EVALUATION
The Board of Directors of the company are suspended pursuant to the Pursuant to Hon'ble
NCLT, Kolkata bench order for admission of Corporate Insolvency Resolution Process (CIRP)
under the Insolvency Bankruptcy Code, 2016 w.e.f September 12, 2023. Though the Company is
under CIRP, the Company has over the years developed a robust familiarization process for
the newly appointed directors with respect to their roles and responsibilities, way ahead
of the prescription of the regulatory provisions. The process has been aligned with the
requirements under the Act and other related Regulations. This process inter-alia includes
providing an overview of the Company's business model, the risks and opportunities etc.
Details of the Familiarization Programme are also available on the Company's website at
https://www.ushdev.com/pdf/familiarisation-Program.pdf
COMMITTEES
As on 31st March, 2024, the Board stands suspended due to the CIRP. During the year the
company has three committees: Audit Committee, Nomination and Remuneration Committee and
Stakeholders Relationship Committee. During the year, all recommendations made by the
committees were approved by the Board. A detailed note on the composition of the Board and
its committees is provided in the corporate governance report.
? AUDIT COMMITTEE
Under Corporate Insolvency Resolution Process, the Power/role of Audit Committee is
exercisable by the RP. Although the terms of reference for each Committee in the absence
of CIRP are mentioned hereunder The Audit Committee comprised of 3 non-executive directors
and all three are independent. During the year, the Audit Committee met (Five) times to
deliberate on various matters on 30.05.2023, 01.06.2023, 09.06.2023, 20.06.2023,
14.08.2023. The Composition of the Audit Committee and the attendance of each member
at these meetings are as follows:-
Name |
Position Held |
Number of Meetings during the Financial Year 2023-24 |
|
|
Entitled |
Attended |
Ms. Nilu Nigania |
Chairperson |
5 |
5 |
Mr. Mukesh Agarwal |
Member |
5 |
5 |
Ms. Shikha Jaiswal |
Member |
0 |
0 |
The Audit Committee ensures an effective internal control system.
? NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises 4 non-executive directors, out of
which three are independent. During the year, the Nomination and Remuneration Committee
met once to deliberate on various matters on 12.09.2023. The Composition of the
Nomination and Remuneration Committee and the attendance of each member at these meetings
are as follows:-
Name |
Position Held |
Number of Meeting during the Financial Year 2023-24 |
|
|
Entitled |
Attended |
Mr. Mukesh Agarwal |
Chairman |
1 |
1 |
Ms. Nilu Nigania |
Member |
1 |
1 |
Ms. Shikha Jaiswal |
Member |
0 |
0 |
? STAKEHOLDER'S RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee comprises 3 non-executive directors and all
three are independent. During the year, the Committee did not meet due to the ongoing
Corporate Insolvency Resolution Process (CIRP). The Composition of the Nomination and
Remuneration Committee and the attendance of each member at these meetings are as
follows:-
Name |
Position Held |
Number of Meeting during the Financial Year 2023-24 |
|
|
Entitled |
Attended |
Mr. Mukesh Agarwal |
Chairman |
1 |
1 |
Ms. Nilu Nigania |
Member |
1 |
1 |
Ms. Shikha Jaiswal |
Member |
0 |
0 |
20. SEPARATE MEETING OF INDEPENDENT DIRECTORS
Due to the ongoing Corporate Insolvency Resolution Process (CIRP) there could not be
any separate meeting of the Independent Directors during the FY 2023-2024.
21.FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
All independent directors inducted into the Board are familiarized with the operations
and functioning of the Company. The details of the training and familiarization program
are provided in the Corporate Governance report.
22. DIRECTORS RESPONSIBILITY STATEMENT
In compliance with the provisions of Section 134(5) of the Companies Act, 2013 the
suspended Board of Directors to the best of their knowledge and hereby confirm the
following: a) in the preparation of the annual accounts for the financial year ended 31st
March 2024, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b) Selection of 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 as at 31st March, 2024 and profit and
loss account of the Company for that period;
c) 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;
d) The annual accounts are prepared on a going concern basis; and
e) The company had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.
f) Devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
23. AUDITORS & AUDITORS' REPORT
Statutory Auditors
M/s Rajesh Jalan & Associates, Chartered Accountants, Kolkata (FRN 326370E) were
appointed as Statutory Auditors of the Company for the term of five years at the 25TH
Annual General Meeting held on 15TH December, 2020 as per the provisions of the
Companies Act, 2013. The Auditors have issued a modified opinion on the Financial
Statements for the financial year ended 31st March, 2024. The Auditors' Report
for the financial year ended 31st March, 2024 on the financial statements of the Company
is a part of this Annual Report.
Cost Auditor
Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit)
Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting
records in respect of certain specified products, and accordingly, such accounts and
records are made and maintained in the prescribed manner. The cost accounting records
maintained by the Company are required to be audited and, accordingly, M/s. Rana Ghosh
& Co were appointed Cost Auditors for FY 2023-24. The Resolution Professional has
re-appointed M/s. Rana Ghosh & Co Cost Accountant, as Cost Auditors for auditing the
cost records of the Company for the financial year 2024-25. The Act mandates that the
remuneration payable to the Cost Auditor is ratified by the shareholders. Accordingly, a
resolution seeking ratification of the shareholders for the remuneration payable to the
Cost Auditors for the financial year 2024-25 is included in the Notice convening the 29th
Annual General Meeting.
Internal Auditor
The Company appointed M/s Sailesh Agarwal & Associates LLP (FRN: E300263 )
for the FY 2023-24 an Independent firm of Chartered Accountants to act as an Internal
Auditor as per the suggestion of auditors and the recommendation of the Audit Committee in
the Board Meeting held on 9th June, 2023 in order to strengthen the internal
control system for the Company.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
appointed M/s Manisha Saraf & Associates, Practicing Company Secretaries, as its
secretarial auditor to undertake the Secretarial Audit for FY 2023-24. The Company has
received consent from M/s. Manisha Saraf & Associates to act as the auditor for
conducting an audit of the secretarial records for the financial year ending 31st March,
2024. The secretarial audit report certified by the secretarial auditors, in the specified
form MR-3 is annexed herewith and forms part of this report (Annexure "C").
The secretarial audit report does not contain any qualifications, reservations, or adverse
remarks.
24. CODE OF CONDUCT
The Code of Conduct of Directors, KMPs and Senior executive of the Company is
already in force and the same has been placed on the Company's website www.aanchalispat.com
and the declaration for the affirmation with the same forms a part of this report.
25. CORPORATE GOVERNANCE
Your Company has practice sound Corporate Governance and taken necessary actions at
appropriate times for enhancing and meeting stakeholders' expectations while continuing to
comply with mandatory provisions of Corporate Governance. Your Company has complied with
the requirements of all applicable regulations read with Schedule-V of SEBI Listing
regulations as issued by SEBI and amended from time to time. A report on Corporate
Governance along with certificate from M/s Rajesh Jalan & Associates, Chartered
Accountants, regarding the compliance of conditions is presented in a separate section
forming part of the Annual Report.
26. POLICY RELATING TO DIRECTOR'S APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF
THEIR DUTIES
The policy of the Company on Director's appointment and remuneration, including
criteria for determining qualifications, independence, and other matters is as provided
under subsection(3) of Section 178 of the Companies Act, 2013 is available on the
company's website at www.aanchalispat.com.
27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The particulars of employees as required under Section 197 (12) of the Act read with
Rule 5 (1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, (as amended) are given in separate annexure attached hereto as Annexure-"D"
and forms a part of this report. Further stating there were no such employees drawing
remuneration in excess of the limits set out in Section 197 (12) of the Companies Act,
2013 read with Rule 5(2) & 5 (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
28. DETAILS OF RELATED PARTIES TRANSACTIONS PURSUANT TO SECTION 188(1) OF
THE COMPANIES ACT, 2013
During the financial year, all transactions entered into with the Related Parties as
defined under the Companies Act, 2013, were in the ordinary course of business on arm's
length basis and as such did not attract provisions of Section 188 (1) of Companies Act,
2013. The company has formulated a policy on related party transactions. Particulars of
related party transactions pursuant to Section 134(3) (h) of the Act read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 in Form AOC-2 is attached at Annexure
"E". Approvals from the Audit Committee are obtained even for transactions
which are in the ordinary course of business and repetitive in nature. Further, on a
quarterly basis, disclosures are made to the Audit Committee and to the Board in its
meetings. Details of related party transactions are given in the notes to financial
statements.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
Details of loans, guarantees, and investments under the provisions of Section 186 of
the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st
March, 2024, are set out in Note 8 to the Financial Statements of the Company.
30. RISK MANAGEMENT POLICY
The risk management strategy of your Company is based on a clear understanding of
various risks, and adherence to well-laid-out risk policies and procedures that are
benchmarked with industry best practices. The Company has developed robust systems and
embraced adequate practices for identifying, measuring, and mitigating various risks
business, strategic, operational, market, credit, liquidity, reputational and
process risks and ensuring that they are maintained within pre-defined risk
appetite levels.
31. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the provisions of section 135 of the Companies Act, 2013 along with
Companies (Corporate Social Responsibility Policy) Rules, 2014 as they are not applicable.
32. WHISTLE BLOWER POLICY
The Company has established an effective Whistle blower policy (Vigil mechanism) and
procedures for its Directors and employees whereby employees, directors and other
stakeholders can report matters such as generic grievances, corruption, misconduct, fraud,
misappropriation of assets, and non-compliance with code of conduct to the Company. The
policy safeguards the whistle blowers to report concerns or grievances and also provides
direct access to the Chairman of the Audit Committee. During the year under review, none
of the personnel has been denied access to the Chairman of the Audit Committee. This
policy is available on Company's website www.aanchalispat.com.
33. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information ("the Code") in line with the SEBI PIT
Regulations.
34. INTERNAL FINANCIAL CONTROLS
The Company has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's Policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of accounting records, and the timely preparation of financial disclosures.
The Company has an Internal Control System commensurate with the size, scale and
complexity of its operations. These are routinely tested and certified by Statutory as
well as Internal Auditor. Significant audit observations and corrective action are
reported to the Audit Committee. The concerned executives monitors and evaluates the
efficacy and adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations of the Company.
Based on the report of internal audit function, process owners undertake corrective action
in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee.
35. INSURANCE
The Company has taken appropriate insurance for all assets against foreseeable perils.
36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013
There were no complaints pending for the redresses at the beginning of the year and no
complaints received during the financial year.
37. COURT/TRIBUNAL ORDERS
There were no instances of any significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and the Company's operations in
the future.
38. MATERIAL CHANGES AFFECTING THE COMPANY
There are no material changes and commitments affecting the financial position of the
Company between the end of the financial year and the date of this report. There has been
no change in the nature of business of the Company.
39. APPRECIATION
The management thank the shareholders for their continued support and they would like
to place on record their appreciation for the dedicated services rendered by the
Employees at all levels. We thank our customers, vendors, dealers, investors,
business associates and bankers for their continued support during the year.
We place on record our appreciation of the contribution made by the employees at all
levels. Our resilience to meet challenges was made possible by their hard work,
solidarity, co-operation and support.
|
On behalf of the suspended Board of Directors of Aanchal Ispat |
|
Limited |
|
(Authorised by the Resolution Professional) |
|
Sd/- |
|
Mukesh Goel |
Place: Howrah |
(Managing Director) |
Date: 30.05.2024 |
DIN:00555061 |
|