Your Directors have pleasure in presenting their 33rd Annual Report on the affairs of the company together with Audited Financial Statements for the financial year ended 31st March, 2025.
1. FINANCIAL RESULTS
The standalone financial performance of the company for the financial year ended March 31, 2025 in summarized below.
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Particulars
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Rs. in lakhs 2023-24
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Rs. in lakhs 2024-25
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Revenue from operations
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32,183.60
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14,153.53
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Other Income
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263.27
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444.33
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Total Revenue
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32,446.87
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14,597.86
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Profit/(loss) before taxes
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200.11
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(5,114.08)
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Total Revenue Expenditure
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32,246.76
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16,223.06
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Profit/(Loss) before exceptional items
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200.10
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(1,625.20)
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Exceptional items
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NIL
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3,488.88
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Profit/(Loss) before Tax
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200.10
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(5,114.08)
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Profit/(Loss) after Tax
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147.18
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(4,669.38)
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Other comprehensive income
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8.14
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4.86
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Earning per equity shares in Rs.
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1.85
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(58.57)
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1. STATE OF COMPANY’S 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 31st 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 202324. 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-“D”.
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.
The Company has complied with applicable secretarial Standards.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELDuring 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 3rd 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 4th March, 2025.
b. During the year, Mrs. Ashita Jain (DIN: 09802051) resigned from the office of Director with effect from 9th 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 4th March, 2025.
c. During the year, Mr. Deepak Kumar (DIN: 10158385) resigned from the office of Director with effect from 8th 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 4th March, 2025.
d. During the year, Mrs. Anu Bansal (DIN: 09205586) resigned from the office of Director with effect from 31st 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 31st August, 2024.
e. During the year, Mr. Shyam Sunder (DIN: 10759162) resigned from the office of Director with effect from 4th 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 17th 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 4th 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 04th 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 17th June, 2025 subject to approval of Shareholders of the Company in the ensuing General Meeting. And the same intimated to BSE on 17th 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 17th June, 2025 subject to approval of Shareholders of the Company in the ensuing General Meeting. And the same intimated to BSE on 17th June,2025.
Pursuant to the provisions of section 203 of the Companies Act 2013 the KMP's 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 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.
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:
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Sl.no.
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Observation of Secretarial Auditor
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Management Response
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1
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During the period under review Company has not complied with the requirements of Structural Digital Data Base in terms of Securities & Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 including various Circulars issued by SEBI there under and Circular(s) issued by BSE Limited dated March 16, 2023.
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Due to absence of a Company Secretary and disruption of systems during shutdown, the SDD could not be maintained. The Company is in the process of implementing a fully compliant SDD module and restoring controls.
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2
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Non Disclosure of reasons for delay of Financial results for the period ended 31.03.2025 has been submitted to BSE -
Till 30th May 2025 company has not made any communication to BSE in the matter of submission of Financial results for the period ended 31.03.2025. The listed entity is required to disclose the detailed reasons for such delay to the stock exchanges within one working day of the due date of submission for the results as required under the regulations if there is delay in submission of results.
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2 to 4
Delays occurred due to plant shutdown, NPA restrictions, manpower shortage and pending audit finalization. The Board assures that necessary systems are being activated for timely submission and disclosures going forward.
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3
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Non-Disclosure of reasons for delay of Financial results for the period ended 31.12.2024 has been submitted to BSE -
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Non-Disclosure of reasons for delay in submission of financial results for Period/Year ended December 31, 2024. As per the provisions of Para B of Section III-A of Chapter III of SEBI Master Circular No. SEBI/HO/CFD/ PoD2/CIR/P/2023/120 dated July 11, 2023 (erstwhile SEBI Circular No. CIR/CFD/CMD-1/142/2018 dated November 19, 2018 read with provisions of Regulation 33 of SEBI (LODR) Regulations, 2015, if any listed entity does not submit its financial results in accordance with the timelines specified in Regulation 33(3) of LODR Regulations, the listed entity shall disclose detailed reasons for such delay to the stock exchanges within
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one working day of the due date of submission for the results as required under the regulations.
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4
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Non-Disclosure of reasons for delay of Financial results for the period ended 30.09.2024 has been submitted to BSE -
It is observed that for the period ended September 30, 2024 the company has neither submitted its financial results within the timeline specified under Reg.33 of SEBI LODR Regulations, nor it has submitted / delayed submitted the reason for non-submission of results within timeline as specified under above mention SEBI Circular.
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5
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Non submission of Impact of Audit Qualifications or Declaration of unmodified audit report in XBRL -The Company has not submitted Statement on Impact of Audit Qualifications or Declaration of unmodified audit report in XBRL for the year ended March 31,2024, however company has submitted Statement on Impact of Audit Qualifications or Declaration of unmodified audit report in Pdf mode.
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This was an inadvertent lapse owing to lack of access to banking and compliance resources. The Company will henceforth submit the required statement in both PDF and XBRL mode.
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6
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Non updation of PAN of Promoter/Promoter group in SDD portal of depositories system -
Mismatch Observed by Exchange on 26/07/2024: Company has not updated PAN of Promoter/Promoter group in SDD portal of depositories system;
It was observed that Non-Promoter category selected on designated depository system whereas in Shareholding pattern promoter category is mentioned.
The Company has updated the PAN of Promoter/Promoter group in SDD portal of depositories system.
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The PAN records have been updated and the discrepancy has been fully resolved.
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7
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Non-compliance of Regulation 17 (1C) of LODR -
The Company has not taken the approval of shareholders for appointment of Independent Director by Board within a time period of three months from the date of appointment.
Appointment of Mr. Deepak Sharma (DIN:10158385) was done by Board of Director in their meeting held on 05.12.2023 and his appointment was approved by the Shareholders in their meeting held on 30.09.2024
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Due to heavy attrition of Directors and unavailability of quorum in committees, approval could not be obtained within the stipulated time. This was later regularised in the AGM.
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beyond the period of three months from his appointment.
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8
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Non compliance of the Disclosures in terms of Schedule III under Regulation 30 of SEBI(LODR) Regulation, 2015 were observed -
Brickworks credit rating agency downgraded the rating in the last quarter of financial year 2024-25 but the company did not disclose it to the stock exchange.
Listed entity defaulted in repayment of payment of the interest and principal amount in full on the date when the debt has become due and payable. SBI has served SARAFESI NOTICE U/S.13(2) on 27.12.2024
Disclosures were not given to the stock exchange in time in respect of the changes of Directors and resignation of KMP.
Non disclosures about the intermittently suspension of Commercial operations of the company in the last quarter of financial year 2024-25.
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The delay was attributable to the absence of a compliance team and shutdown of operations. The Company is implementing stricter disclosure controls to avoid recurrence.
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9
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Investors complaint -
Investors complaint against the refund of alleged invested amount have been lodged by following investors and the matters are being under consideration before the Smart ODR / Cadre ODR panel established by BSE.
Rajan Rakheja - SEBIE/DH25/SOUT/008983/1
Rekha R Gupta- SEBIE/DH25/WEST/001806/1
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The investor complaints are sub-judice before the Smart ODR/Cadre ODR mechanism. The Company is cooperating fully and is committed to fair and transparent resolution.
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10
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Composition of Board of Directors -
Board of Directors and their committees like Audit committee, Nomination and remuneration committee and Stakeholders committee were not duly constituted as noted in the last quarter of financial year 2024-25.
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Resignations of Directors resulted in temporary imbalance. Board reconstitution and appointment of Independent Directors / Woman Director have already been complied since end of June 2025.
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11
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BSE has imposed penalty under Regulation Reg-13(3), Reg-27(2), Reg-33 for delay in submission of report with BSE as per details provided Compliance report for the period ended 31.03.2025.
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The delay was unintentional and due to resource constraints. The Company will clear such penalties and is committed to restore compliance discipline.
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12
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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. 11.55 lakhs.
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Delays were caused by acute liquidity shortage during NPA classification. The Company has started clearing pending dues in a phased manner
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13
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Lending banks have classified the Company’s loan accounts as Non-Performing Assets (NPA).
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Subsequent to year-end, a One Time Settlement (OTS) has been successfully concluded with SBI and settlement has been paid. Restructuring discussions with other lenders are ongoing and positive
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Management’s 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 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 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 Auditor’s Report:
Reply to the qualifications made in Auditor’s report
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Sr.
No.
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Observation of Statutory Auditor
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Management Response
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1
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Trade Receivables amounting to Rs. 660.80 lakhs are due from companies undergoing proceedings under the Corporate Insolvency Resolution Process (CIRP) with the National Company Law Tribunal (NCLT). The company's claim has been admitted and accepted by the NCLT. However, management of the Company believes and acknowledges that these companies are financial worthy and have sufficient net worth and has financial capabilities. Therefore, it was classified as Disputed trade receivables considered as good.”
Our Opinion is not Modified in the said matter.
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The receivables pertain to companies admitted under CIRP. Our claims have been duly accepted by NCLT. Based on the financial strength, ongoing revival plans and expected realizations, the Company considers these balances fully recoverable. A provision for 100% is made on trade receivables outstanding for more than 3 years.
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2
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A creditor has filed a petition under Section 9 of the Insolvency and Bankruptcy Code, 2016, before the Hon’ble National Company Law Tribunal (NCLT) against the company, seeking recovery of an outstanding amount of Rs.187.00 lakhs. The claim was disposed by the Hon’ble NCLT, Jaipur but it was again opened and the respondent Ashiana Ispat Limited filed the reply before Hon’ble NCLT, Jaipur raising the question on the maintainability of the case and matter is pending before the Hon’ble NCLT, Jaipur.” Our Opinion is not Modified in the said matter.
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The matter is sub-judice before NCLT, Jaipur and on the argument of the Company claim was disposed by the Hon’ble NCLT, Jaipur. But it was again opened and the respondent Ashiana Ispat Limited has raised the strong plea before Hon’ble NCLT, Jaipur raising the question on the maintainability of the case and matter is pending before the Hon’ble NCLT, Jaipur. The claim does not impact assets or cash flows as at reporting date. The management confirms no financial impact on the standalone financial statements for FY 2024-25.
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3
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During the year, the Company assessed the recoverable value of its plant and machinery in accordance with the provisions of Indian Accounting Standard (Ind AS) 36 -Impairment of Assets, due to the plant being nonoperational since the end of the second quarter of the financial year 2024-25. The prolonged disruption in production, arising from relocation and ongoing modifications, had adversely impacted the economic value of the plant. In view of this, the Company engaged a registered valuer to determine the fair value of its assets. The valuer determined the Fair Value at Rs. 908.00 lakhs as against book value of Rs. 2,677.06 lakhs. Further during the FY 2025-26 the company in order to pay its
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Due to temporary shutdown and relocation of plant, a valuation exercise was conducted in compliance with Ind AS 36. The impairment loss recognized reflects the true and fair carrying value of assets and strengthens future profitability through reduced depreciation charges. This is a noncash accounting adjustment and does not affect the Company’s liquidity.
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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
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4
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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 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
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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.
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5
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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 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. 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. 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.
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
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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. Discussions with other lenders are underway for restructuring of loans. The Company is confident of regularizing all loan accounts and improving working capital availability. There is no additional provision required as at year-end.
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6
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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. 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 sale of inventory, mobilization of additional funds, and other strategic initiatives. Based on the current financial position, future business plans, available financial resources, and other relevant factors, management has assessed that the 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
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Management has initiated liquidity enhancement measures including:
• Monetization of non-core assets
• Inventory liquidation
• Cost optimization and operational restructuring
• Recovery of receivables
On this basis, management strongly believes that the Company shall continue as a going concern, and the financial
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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
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statements have been rightly prepared on that basis.
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7
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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.
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 Company is pursuing appropriate legal remedies against Kamdhenu Limited and extensively pursuing its mark AL KAMDHENU GOLD. 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.
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Management strongly believes that unilateral and illegal termination of the Company’s rights by Kamdhenu Limited to use the trademarks “KAMDHENU/ KAMDHENU NXT” will not impact on the financial performance of the company as the company holds valid, enforceable legal rights over AL KAMDHENU GOLD. Legal remedies have been initiated to safeguard brand identity. Management confirms that the dispute will not affect production, distribution or revenue generation.
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8
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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
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—do------
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9
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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
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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.
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10
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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
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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
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Company has appropriately disclosed this amount under “Short-Term Borrowings” in the Balance Sheet. ”Our Opinion is not Modified in the said matter
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legal steps based on the outcome of the inquiry.
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11
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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.
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.” Accordingly, these also constitute non-compliance with the aforesaid provisions of sections 73 to 76 of the companies Act, 2013.
The Company is in the process of obtaining necessary legal and regulatory clarifications and is taking appropriate steps to regularize the said non-compliances. 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
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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:
• Legal clarification
• Regularization of deemed deposits
• Strengthening compliance framework
No material adjustment is required in the financial statements.
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12
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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.
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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.
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13
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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. 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.”
Our Opinion is not Modified in the said matter.
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Payments were routed through related entities only due to lack of access to bank accounts during NPA classification. Complete details are appropriately recorded ensuring transparency. No misstatement or financial prejudice has occurred
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14
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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. As a result, thereof the value of inventories was reduced by Rs. 417.17 lakhs.” Our Opinion is not Modified in the said matter
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The switch from Cost to Lower of Cost and NRV aligns with Ind AS-2 requirements. The impact is noncash in nature, enhances conservatism in financial reporting, and no further effect is expected in future periods.
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15
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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
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Temporary non-compliances were driven by severe financial stress and attrition of Board members. The Company has initiated steps for
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remuneration committee and Stakeholders committee and
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reconstitution of mandatory
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appointment of Women Director and the SEBI (Listing
|
committees, appointment of a
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| |
Obligations and Disclosure Requirements) Regulations,
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Woman Director and restoration of
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2015. The Company is taking necessary steps to regularize
|
compliance with the Companies Act
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the shortcomings and ensure compliance with the
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and LODR Regulations at the
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applicable provisions of the Companies Act,2013 and SEBI regulations.”
Our Opinion is not Modified in the said matter.
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earliest.
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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.
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 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:
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Sr.
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Name of Committee
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Chairperson and Members
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No.
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|
|
|
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1.
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Audit Committee
|
1.
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Mr. Mrityunjay Kumar (Chairperson & Member
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| |
|
2.
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Mr. Naresh Chand (Member)
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| |
|
3.
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Mr. Puneet Jain (Member)
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|
2.
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Nomination and Remuneration
|
1.
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Mr. Mrityunjay Kumar (Chairperson
|
| |
Committee
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2.
|
& Member
Mr. Naresh Chand (Member)
|
| |
|
3.
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Ms. Darshan (Member)
|
|
3.
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Stakeholders Relationship Committee
|
1.
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Mr. Mrityunjay Kumar (Chairperson & Member
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| |
|
2.
|
Mr. Naresh Chand (Member)
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| |
|
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 31st March, 2025 and of the profit/loss of the Company for the year ended on 31st 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.
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