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Company Information

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AFLOAT ENTERPRISES LTD.

15 January 2025 | 12:00

Industry >> Steel

Select Another Company

ISIN No INE0CWK01019 BSE Code / NSE Code 543377 / ADISHAKTI Book Value (Rs.) 11.21 Face Value 10.00
Bookclosure 08/02/2025 52Week High 16 EPS 0.06 P/E 262.50
Market Cap. 7.18 Cr. 52Week Low 8 P/BV / Div Yield (%) 1.40 / 0.00 Market Lot 10,000.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

Your Directors have pleasure in submitting their 09th Annual Report of the Company together with the Audited
Statements of Accounts for the year ended 31st March, 2024.

COMPANY OVERVIEW

Afloat Enterprises Limited (formerly Adishakti Loha and Ispat Private Limited) was originally incorporated on
January 08, 2015 as a Private limited Company with the name Aawas Infratech Private limited under the
provisions of the Companies Act, 2013. The name of the company has been changed from Aawas Infratech
Private Limited to Adishakti loha and Ispat Private Limited on dated October 01, 2019. Further upon an
intimation made for conversion into Public Limited Company and after the approval of ROC on dated March
04, 2020 the name of the said company is this day changed to ADISHAKTI LOHA AND ISPAT LIMITED.

Further that name of the company has been changed from ADISHAKTI LOHA AND ISPAT LIMITED to AFLOAT
ENTERPRISES LIMITED with effect from
October 26,2023.

Currently our Company is engaged in the business of trading metals with its core focus on trading in Iron and
Steel and also carry on the business to sell, buy, trade, import and export of wheat, rice, paddies, corn, oils
and all other commodities in India and abroad.

The equity shares of the company are listed on BSE ( SME) .

FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous year figures is given
hereunder:

PARTICULARS

31st March, 2024
(Rs."000")

31st March, 2023
(Rs ."000")

I. INCOME

Revenue From Operations

18876.12

37423.63

Other Income

4428.45

3170.99

Total Income

23304.57

40594.62

Total Expenses

22485.46

39626.93

Profit/ (Loss) before Tax

809.11

967.69

Tax Expenses

Current Income Tax

462.01

216.02

Deferred Tax

83.08

21.54

MAT Adjustment

(3.92)

-

Net Profit/(loss) after Tax

277.94

730.14

Earnings per share (Basic)

0.06

0.16

Earnings per Share(Diluted)

0.06

0.16

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR

The total revenue from operations of your Company for the year ended March 31, 2024 is decreased to
Rs.233.04 lacs as against Rs.405.94lacs for the year ended March 31, 2023. The Profit before tax increase to
Rs. 8.19 lacs as compared to Rs.9.67 lacs in the previous year. The Profit after tax for the year ended March
31, 2024 is of Rs. 2.77lacs compared to profit after tax of Rs. 7.30lacs in the previous year ended March 31,
2023.

STATE OF COMPANY'S AFFAIRS

With the expected positive momentum in the Indian economy, the Company is focused on growth and
achieving profitability along with a renewed commitment to customer service. Innovations, investment and
positive modifications are expected in the near future, boosting the Company's revenue. Together with
forward looking strategy, the Company is also focusing extensively on expanding the business and operational
improvements through various strategic projects for operational excellence.

RESERVES

Your Company has transferred an amount of Rs. 2.77lacs to general reserve out of the profits of the year.
DIVIDEND

The Company needs further funds to enhance its business operations, to upgrade the efficiency and to meet
out the deficiencies in working capital. The Directors, therefore, do not recommend any dividend on Equity
Shares for the financial year 2023-24.

SHARE CAPITAL

The present Authorised Share Capital of the Company is Rs.19,56,00,000/- (Rupees Nineteen Crore Fifty Six
Lakh Only ) divided into Rs. 1,95,60,000 (One Crore Ninety Five Lakh Sixty Thousand Only)Equity Shares of Rs.
10 each (Rupees Ten) each.

Issued, Subscribed and Paid up share capital of the Company as on 31st March, 2024 is
4,55,80,000 /- (Rupees Four Crores Fifty Five lacs Eighty Thousand only ) divided into 4558000 (Fourty Five lacs
Eighty Thousand) equity shares of Rs.10/- (Rupees Ten) each .

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public under Section 73 of
the Companies Act, 2013 and rules made there under. There is no unclaimed or unpaid deposit lying with the
Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013

The Company had made some investments, but not given any loans, guarantees and securities
covered under Section 186 of the Companies Act,2013 during the financial year under review. The
details in respect of investments as per Section 186 (4) made have been disclosed in the notes to the
financial statements.

CHANGE IN NATURE OF BUSINESS

During the year under review there is change in the nature of business of the Company as approved in AGM of
the company in September 30,2023

Currently our Company is engaged in the business of trading metals with its core focus on trading in Iron and
Steel and also carry on the business to sell, buy, trade, import and export of wheat, rice, paddies, corn, oils
and all other commodities in India and abroad.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013, read
with the Companies (Accounts) Rules, 2014 and forming part of Board's Report for the year ended
March 31, 2024 are given as below:

A. Conservation of Energy

The provision related conservation of energy does not apply to company, therefore the information as
required under the Companies (Accounts) Rules, 2014 is not given. However the company is conscious about
its responsibility to conserve energy, power, and other energy sources wherever possible. We emphasis
towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. Technology Absorption

Your company has not imported any technology. However, we believe and use information technology
extensively in all spheres of our activities to improve efficiency levels.

Expenditure on Research and Development

During the period under review company has not incurred any expenditure on R&D.

S. No. Parameters F.Y. 2023-24 F.Y.2022-23

a) Capital Expenditure 0.00 0.00

b) Recurring 0.00 0.00

C. Foreign Exchange Earnings and Outgo

Details of Foreign Exchange, earnings and outgo are given as below:-

S. No. Particulars F.Y. 2023-24 F.Y.2022-23

1) Foreign Exchange earning Nil Nil

2) Foreign exchange outgoing Nil Nil

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In the opinion of the Board, there has been no material changes and commitments, if any, affecting the
financial position of the Company which have occurred between the end of the financial year of the Company
to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going
concern status and Company's operations in future.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are given in "
Annexure-A" of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
detailed Management Discussion and Analysis Report has been appended separately, are given in "
Annexure-
B
of this Report.

CORPORATE GOVERNANCE

Since, the paid- up capital of the Company is less than Rs.10 Crores and Net worth is less than Rs 25 Crores,
the provisions of the Corporate Governance as stipulated under Regulation 15(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. However, your Company
has made every effort to comply with the provisions of the Corporate Governance and to see that the interest
of the Shareholders and the Company are properly served. It has always been the Company's endeavor to
excel through better Corporate Governance and fair & transparent practices, many of which have already
been in place even before they were mandated by the law of land.

The management of Company believes that it will further enhance the level of Corporate Governance in the
company

SUBSIDIARIES, HOLDING, JOINT VENTURES OR ASSOCIATE COMPANIES

The company does not have any Subsidiary, Holding, Joint Venture or Associate Company
RISK MANAGEMENT

While the business risk associated with operating environment, ownership structure, Management, System &
Policy, the financial risk lies in Asset Quality, Liquidity, Profitability and Capital Adequacy. The company
recognizes these risks and makes best effort to mitigate them in time. Risk Management is also an integral
part of the Company's business strategy.

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a
robust risk management framework to identify, monitor and minimize risk as also identify business
opportunities.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Provisions of Section 135 detailing corporate social responsibility are not applicable to your Company.
INTERNAL CONTROL SYSTEMS

The company's Internal Control System is designed to ensure operational efficiency, protection and
conservation of resources, accuracy and promptness in financial reporting and compliance with laws and
regulations. The internal control system is supported by an internal audit process for reviewing the adequacy
and efficiency of the Company's internal controls, including its systems and processes and compliance with
regulations and procedures.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The company has complied with all the applicable environmental law and labour laws. The company has been
complying with the relevant laws and has been taking all necessary measures to protect the environment and
maximize worker protection and safety.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Board of Directors

As on March 31, 2024, your Board comprised of 4 (Four) Directors which includes two non executive directors
(including women director) and two independent directors. Your Directors on the Board possess experience,
competency and are renowned in their respective fields. All Directors are liable to retire by rotation except
Independent Directors whose term of 5 consecutive years was approved by the Shareholders of the Company
in the Annual General Meeting.

Composition of Board of Directors:

S.NO

NAME

STATUS

1.

Mr. Pawan Kumar Mittal

Non Executive Director

2.

Mrs. Kiran Mittal

Non -Executive Director

3.

Mr. Lovish Kataria

Non-Executive Independent Director

4.

Mrs. Swati Jain

Non-Executive Independent Director

During the financial year and till the ensuing AGM, following change in Management:

1. Mr. Achal Kapoor ,Non Executive- Independent directors of the Company has resigned from the Board w.e.f
06.09.2023.

2. Mr. Lovish Kataria appointed as Non Executive- Additional Independent directors w.e.f 06.09.2023 subject
to approval of shareholders in the
AGM held on 30.09.2023.

3. Mrs. Kiran Mittal ,Non Executive- Non-Independent directors of the Company has resigned from the Board
w.e.f 11.05.2024.

4. Mr. Kanwar Nitin Singh appointed as Non Executive- Additional Independent directors w.e.f 02.09.2024
subject to approval of shareholders in the
AGM held on 30.09.2024

Key Managerial Personnel

As on March 31, 2024, following members holds the position of Key Managerial Personnel are:

Ý Mrs. Pallavi Sharma , Company Secretary& Compliance Officer

Ý Mrs. Anshu Aggarwal , Chief Financial Officer & Chief Executive Officer

During the period under review following event took place :

SI.N O

NAME

Designaton

Date of Joining

Date of
leaving

Reason

1.

Mohit Nehra

Company

Secretary

November 18,2020

December

30,2023

Resignation as Company
Secretary and Compliance
Officer of the
Company

2.

Pallavi Sharma

Company

Secretary

Feb 05,2024

Appointment as Company
Secretary and Compliance
Officer

3.

Anshu

Aggarwal

CFO

June 14,2023

-

Appointment as CFO of the
company

4.

Anshu

Aggarwal

CEO

June 14,2023

-

Appointment as CEO of the
company

Directors Retires by Rotation

In accordance with the provisions of the Companies Act, 2013 and the articles of association of the Company,
no Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being
eligible, offer herself for re-appointment. The Directors recommend the said re-appointment. Item seeking
your approval on the above re-appointment is included in the Notice convening the Annual General Meeting.

Board Evaluation

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the
basis of the criteria such as the board composition and structure, effectiveness of board processes,
information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee
members on the basis of the criteria such as the composition of committees, effectiveness of committee
meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of
the board as a whole and performance of the chairman was evaluated, taking into account the views of
executive directors and non-executive directors. The same was discussed in the board meeting that followed
the meeting of the independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors was done by the
entire board, excluding the independent director being evaluated.

Declaration given by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013 read with the Companies (Appointment and
Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent
Directors of the Company confirming that they meet the 'criteria of Independence' as prescribed under
Section 149(6) of the Companies Act, 2013 and have submitted their respective declarations as required under
Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Familiarisation Programme

The Company has put in place an induction and familiarisation programme for all its Directors including the
Independent Directors.

Directors' Appointment and Remuneration Policy

The Company's policy on directors' appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under sub section
(3) of Section 178 of the Companies Act, 2013, as is adopted by the Board.

The Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the
Board. As per such policy, candidates proposed to be appointed as Directors on the Board shall be first
reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The Nomination and
Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes
and independence of a Director and recommend to the Board a policy, relating to the Remuneration for the
Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Committee
shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to directors and senior management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to the working of the company and its
goals. During the year under review, none of the Directors of the company receive any remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31stMarch, 2024, the applicable
accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have 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 at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors have 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 preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts for the financial year ended 31st March, 2024, on a
going concern basis;

(e) the directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively;' and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.

MEETINGS

Board Meetings

The Board of Directors of the Company met Six (6) times during the financial year 2023-24. The meetings of

Board of Directors were held on 29th May, 2023, 14th June, 2023,06th September,2023,08th November,2023

,30th December, 2023 and 05th February,2024.

The Minutes of the Meetings of the Board of Directors are discussed and taken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the

meeting as and when required.

The composition of the Board of Directors, their attendance at Board Meetings and last Annual General

Meeting is as under:

Name of the
Director

Designation

Category

Number of Board
Meetings during the year

Attendance
of Last AGM

Held

Attended

Pawan Kumar
Mittal

Director

Non Executive- Non
Independent

6

6

Yes

Kiran Mittal

Director

Non Executive- Non
Independent

6

6

Yes

Achal Kapoor

Director

Non Executive-
Independent

6

3

No

Swati Jain

Director

Non Executive-
Independent

6

4

Yes

Lovish Kataria

Director

Non Executive-
Independent

6

4

Yes

The necessary quorum was present in all the meetings. The intervening gap between any two meetings was
not more than one hundred and twenty days as prescribed by the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015. The agenda and Notice for all the Meetings was
prepared and circulated in advance to the Directors.

Independent Directors Meetings

In due compliance with the provisions of the Companies Act, 2013 read with the rules made there under a
separate meeting of independent directors, performance of non-independent directors, performance of the
board as a whole was evaluated, taking into account the views of directors and non-executive directors. The
same was discussed in the board meeting that followed the meeting of the independent directors, at which
the performance of the Board, its committees and individual directors was discussed.

One (1) meeting of Independent Directors was held on 05th February, 2024 during the year 2023-24.

Committee Meetings

Audit Committee

The primary objective of the Audit Committee is to monitor and provide effective supervision of the
management's financial reporting progress with a view to ensuring accurate timely and proper disclosures and
transparency, integrity and quality of financial reporting. The Committee oversees the work carried out by the
management, internal auditors on the financial reporting process and the safeguards employed by them.

The board has re-constituted the Audit Committee in accordance with the requirement of Companies Act,
2013 and other applicable provisions. All members of Audit Committee are financially literate and have
financial management expertise. The Audit Committee comprises of three independent directors as members
out of which one is chairman of this committee.

The Audit Committee met Two times during the financial year 2023-24. The meetings of Audit Committee
were held on 29th May 2023 and 08th November 2023 .The Minutes of the Meetings of the Audit Committee
are discussed and taken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and when
required.

The Composition of the Audit Committee and their attendance at the Meetings are as follows:

Name

Designation

No. of Meetings

Held

Attended

Mrs. Swati Jain

Chairman

2

2

Mr. Achal Kapoor

Member

2

1

Mr. Kiran Mittal

Member

2

2

Mr. Lovish Kataria

2

1

Nomination and Remuneration Committee

The policy formulated under Nomination and Remuneration Committee are in conformity with the
requirements as per provisions of sub-Section (3) of Section 178 of Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Company had Constituted Nomination and
Remuneration Committee to decide and fix payment of remuneration and sitting fees to the Directors of the
Company as per provisions u/s 178 of the Companies Act, 2013.

The terms of reference of the remuneration committee in brief pertain to inter-alia, determining the
Companies policy on and approve specific remuneration packages for executive director (s)/Manager under
the Companies Act, 2013 after taking in to account the financial position of the Company, trend in the
industry, appointees qualification, experience, past performance, interest of the Company and members.

This Nomination & Remuneration committee will look after the functions as enumerated u/s 178 of the
Companies Act, 2013. This Committee has comprises three independent directors as members out of which
one member is chairman of the committee.

The Nomination and Remuneration Committee met Two (2) time during the financial year 2023-24. The
meetings of Nomination and Remuneration Committee were held on 14th June,2023 and 06th September 2023
and 05th February,2024.

The Minutes of the Meetings of the Nomination and Remuneration Committee are discussed and taken note
by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and when
required.

The Composition of the Nomination and Remuneration Committee and their attendance at the Meetings are
as follows:

Name

Designation

No. of Meetings

Held

Attended

Mrs. Swati Jain

Chairman

3

3

Mr. Achal Kapoor

Member

3

1

Mr. Pawan Kumar Mittal

Member

3

3

Mr. Lovish Kataria

Member

3

2

Stakeholder's Relationship Committee

The scope of the Stakeholders' Relationship Committee is to review and address the grievance of the
shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend
etc, and other related activities. In addition, the Committee also looks into matters which can facilitate better
investor's services and relations.

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of SEBI (Listing
Obligations & Disclosures Requirements) Regulations, 2015, the Company has an independent Stakeholders'
Relationship Committee to consider and resolve grievances of the Shareholders/Investors. This Committee has
comprises three independent directors as members out of which one member is chairman of the committee.

The Stakeholder's Relationship Committee met One (1) time during the financial year 2023-24. The meetings
of Stakeholder's Relationship Committee were held on 08th November,2023.

The Minutes of the Meetings of the Stakeholders' Relationship Committee are discussed and taken note by
the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and when
required.

The Composition of the Stakeholders' Relationship Committee and Their Attendance at the Meetings are as
follows:

Name

Designation

No. of Meetings

Held

Attended

Mrs. Swati Jain

Chairman

1

1

Mr. Achal Kapoor

Member

1

0

Mr. Pawan Kumar Mittal

Member

1

1

Mr. Lovish Kataria

Member

1

1

Compliance Officer

Name

Mrs. Pallavi Sharma, Company Secretary & compliance Officer

Contact Details

325, IIIrd Floor, Aggarwal Plaza, Sector-14, Rohini, New Delhi 110085

E- mail Id

info@adishaktiloha.com

Shareholders Meetings

Annual general meeting of shareholders : September 30, 2023 .

Statutory Auditors

There are qualifications, reservations or adverse remarks made by M/s V. N. Purohit & Co., Chartered
Accountants (FRN: 304040E), Statutory Auditors, in their report for the financial year ended March 31, 2024.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not
reported any incident of fraud to the Audit Committee during the year under review.

Accordingly, the notice of ensuing Annual General Meeting does not include the proposal for seeking
shareholders' approval for ratification of appointment of Statutory Auditors of the company

The Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold
office as Auditors of your Company.

Ý Statutory Auditors Observations

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call
for any further comments. The Auditor's Report does contain qualifications, reservations, adverse remarks
or disclaimer.

.The Company has complied with provisions of Section 185 and 186 of the Companies Act,2013except
passing of special resolution at the general meeting in respectof loans, investments, guarantees, and
security so provided.

In reference to this reservation , the board have decided to pas the resolution in the respective AGM and
in future these type of reservation do not come again.

Ý Statutory Auditors Reports

The Statutory Auditors have given an audit report for financial year2023-24, are given in"Annexure D" of
this report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed
M/sG Aakash &Associatesto undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

Ý Secretarial Auditors Reports

The Secretarial Auditors have given Secretarial audit report in Form MR-3 for financial year 2023-24, are given
in "
Annexure C" of this report.

Ý Secretarial Auditors Observations

The Report are self-explanatory. The Auditor's Report have contain qualifications, reservations, adverse
remarks or disclaimer.

In terms of Section 61 of the Companies Act, 2013 and Rule 15 of the Companies (Share Capital and
Debentures) Rules, 2014, the Company had filed Form SH-7 vide SRN: AA6944618; dated 29.02.2024, with the
Registrar of Companies, NCT of Delhi and Haryana.

In reference of above , board have said that due to some technical reason we have not filed the form SH-7 on
time but in future we will take care of the same.

Internal Auditors

Pursuant to the provision of Section 138 of the Companies Act, 2013 has mandated the appointment of
Internal Auditor in the Company. Accordingly, the Board had appointed M/s S.K. Goel & Associates, Chartered
Accountants, as the Internal Auditors of the Company for the financial year 2023-24.

M Internal Auditors Reports

The Internal Auditors have placed their internal audit report to the company.

M Internal Auditors Observations

Internal Audit Report was self explanatory and need no comments.

SIGNIFICANT AND MATERIAL ORDERS

There is no Significant Material order Passed during the Year.

RELATED PARTY TRANSACTIONS :

In order to transactions with related parties falls under the scope of section 188(1) of the Act, the Information
on transactions with related parties pursuant to section 134(3) (h) of the Act read with rule 8(2) of the
Companies (Accounts) Rules, 2014 are given as per are as per Form AOC-2.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, the annual return of the company in form
MGT-7 for the year will be available on the website of the company
https://adishaktiloha.com/corporate-
announcements

DEMATERIALISATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN-
INE0CWK01019 has been allotted for the Company. Therefore, the matter and/or investors may keep their
shareholding in the electronic mode with their Depository Participates. 100.00% of the Company's Paid-up
Share Capital is in dematerialized form as on 31st March, 2024.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND
EMPLOYEES

In order to ensure that the activities of the company and its employees are conducted in a fair and transparent
manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior of the
company has adopted a vigil mechanism policy. The aim of the policy is to provide adequate safeguards
against victimization of whistle blower who avails of the mechanism and also provide direct access to the
Chairman of audit Committee, in appropriate and exceptional cases. Accordingly, 'Whistle Blower Policy' has
been formulated with a view to provide a mechanism for the Directors and employees of the Company to
approach the Ethics Counselor or the Chairman of the audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It
protects employees willing to raise a concern about irregularities within the Company. This policy is also
posted on the website of the company.

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board and all
employees in the course of day to day business operations of the company. The Code has been placed on the
Company's website
https://adishaktiloha.com/ . The Code lays down the standard procedure of business
conduct which is expected to be followed by the directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing
with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023¬
24:

Z No of complaints received : 0

Z No of complaints disposed off : N.A.

HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy of building strong
teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent
to support different products and geographies and is taking effective steps to retain the talent. It has built an
open, transparent and meritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept a sharp focus on
Employee Engagement. The Company's Human Resources is commensurate with the size, nature and
operations of the Company.

DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT UNDER SECTION 143 OF THE COMPANIES ACT, 2013

During the year under review, your Directors do not observe any transactions which could result in a fraud.
Your Directors hereby declares that the Company has not been encountered with any fraud or fraudulent
activity during the Financial Year 2023-24.

OTHER DISCLOSURES

Your Directors state that during the financial year 2023-24:

Z The Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

Z The Company did not issue any Sweat Equity shares.

Z The Company does not have any scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.

COMPLIANCE

The Company has complied and continues to comply with all the applicable regulations, circulars and
guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board
of India (SEBI) etc.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute of
Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial
Standards were revised with effect from October 01, 2017. The Company is in compliance with the Secretarial
Standards.

CORPORATE SOCIAL RESPONSIBILITY

The provision of Companies Act, 2013 regarding Corporate Social Responsibility shall not be applicable to
companies having net worth not exceeding Rs. 500 Cr or turnover not exceeding Rs. 1,000 Cr or net profit not
exceeding Rs. 5 Cr or more during any financial year, as on the last date of previous financial year. In this
connection, we wish to inform you that in respect of our company as on the last audited balance sheet as at
March 31, 2024 neither the net worth exceeds Rs. 500 Cr nor turnover exceeds Rs. 1,000 Cr nor net profit
exceeding Rs. 5 Cr. Hence, the provisions of Companies Act, 2013 regarding Corporate Social Responsibility
would not be applicable.

CAUTIONARY NOTE

The statements forming part of the Board's Report may contain certain forward looking remarks within the
meaning of applicable securities laws and regulations. Many factors could cause the actual results,
performances or achievements of the Company to be materially different from any future results,
performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support.
The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees
of the Company.

By the order of the Board of Directors of
Adishakti Loha and Ispat Limited

sd/- sd/-

PAWAN KUMAR MITTAL Swati Jain

(Director) (Director)

DIN:00749265 DIN:09436199

Date: 02/09/2024
Place: New Delhi