Market & News

To the Members,

The Board of Directors presents the 28^TH Integrated Annual Report of Aanchal Ispat Limited (the Company) along with the audited financial statements for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended 31^st March, 2023 is summarised below:

(` in lakhs)

2. RESULTS OF OPERATIONS AND STATE OF THE COMPANY'S AFFAIRS:

The Company's revenue in FY 2022-23 was Rs. 19,453.67 lakhs compare to Rs. 17,441.30 lakhs in the previous financial year. EBIDTA stood at Rs. (2218.29) lakhs in FY 2022-2023 compared to Rs. 242.64 lakhs in the previous financial year. The Company reported a post-tax loss of Rs. 2345.71 lakhs in FY 2022-2023 compared to a post-tax loss of Rs. 353.09 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, 2023.

4. DIVIDEND

The Board of Directors does not recommend the payment of any dividend on equity shares for the year ended 31st March, 2023.

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, 2023 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, 2023, 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 has ensured compliance with the same.

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 31.03.2023 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

There were changes in the composition of the Board of Directors. None of the Directors are disqualified from being appointed as Directors, as specified in Section 164 of the Companies Act, 2013.

Ms. Shikha Jaiswal (DIN: 09733093) appointed as the Non-Executive Independent Director of the Company with effect from 22^nd September, 2022. Mr. Vijay Srivastava (DIN: 03618949) resigned from the directorship of the company with effect from 13th December, 2022. Furthermore change in designation of Mr. Manoj Goel from Non-Executive Director to Whole Time Director of the Company w.e.f 27th March, 2023. 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.

Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Mukesh Goel, Managing Director, Mr. Manoj Goel, Whole Time Director, Mr. Mukesh Kumar Agarwal, Chief Financial Officer, and Ms. Puja Kaul Company Secretary, are the Key Managerial Personnel of the Company.

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.

16. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

17. NUMBER OF MEETINGS OF THE BOARD

15 (fifteen) meetings of the Board of Directors were held during the financial year 2022-2023. 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 2022-23 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 Regulations.

19. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, and other Committees. The Board's performance for the year under review was assessed on the basis of participation of directors, quality of information provided/available, quality of discussion and contribution etc. A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering the aforesaid aspects of the Board's functioning. The overall performance of the Board and Committees of the Board was found satisfactory.

The overall performance of the Chairman, Executive Directors, and the Non-Executive Directors of the Company was found satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc. The manner and detail in which the evaluation was carried out is stated in the Corporate Governance Report which is annexed and forms a part of this report.

20. COMMITTEES

As on 31st March, 2023, the Board 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

The Audit Committee comprises of 4 non-executive directors, out of which three are independent. During the year, the Audit Committee met 7 (Seven) times to deliberate on various matters on 25.04.2022, 09.05.2022, 30.05.2022, 13.08.2022, 17.08.2022, 10.11.2022 and ^14.02.2023. The Composition of the Audit Committee and the attendance of each member at these meetings are as follows:-

The Quarterly Un-audited Financial Results, as well as the Annual Financial Statements, are reviewed and examined by the members of the Audit Committee before recommendation of the same to the Board of Directors of the Company for their perusal and approval. 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 4 (Four) times to deliberate on various matters on 22.09.2022, 15.12.2022, 02.01.2023 and ^27.03.2023. The Composition of the Nomination and Remuneration Committee and the attendance of each member at these meetings are as follows:-

- STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises 4 non-executive directors, out of which three are independent. During the year, the Nomination and Remuneration Committee met 1 (One) time to deliberate on various matters on 30.05.2022. The Composition of the Nomination and Remuneration Committee and the attendance of each member at these meetings are as follows:-

21. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Detail of the separate meeting of the Independent Directors held and attendance of Independent Directors therein are provided in the Report on Corporate Governance forming part of this Report.

22. 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.

23. DIRECTORS RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134(5) of the Companies Act, 2013 the 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 31^st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2023 and profit and loss account of the Company for that period;

(c) the directors had 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 directors had prepared the annual accounts on a going concern basis; and

(e) the directors of 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) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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 25^TH Annual General Meeting held on 15^TH 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 31^st March, 2023. The Auditors' Report for the financial year ended 31st March, 2023 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 2022-23. On the recommendation of the Audit Committee, the Board 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 2023-24. 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 2023-24 is included in the Notice convening the 28^TH Annual General Meeting.

Internal Auditor

The Company appointed M/s Sailesh Agarwal & Associates LLP (FRN: E300263 ) for the FY 2022-23 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 9^TH May, 2022 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 2022-23. 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, 2023. 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.

25. CODE OF CONDUCT

The Code of Conduct of Directors, KMP‘s 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.

26. 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.

27. 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.

28. 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.

29. 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.

30. 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, 2023, are set out in Note 8 to the Financial Statements of the Company.

31. 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.

32. 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.

33. 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.

34. 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.

35. 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.

36. INSURANCE

The Company has taken appropriate insurance for all assets against foreseeable perils.

37. 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.

38. 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.

39. 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.

40. APPRECIATION

The Board of Directors 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.