To,
The Members,
INERTIA STEEL LIMITED
Your Directors are pleased to present the 40TH (FORTIETH) ANNUAL REPORT together with
the Company's Audited Financial Statements for the financial year ended 31st March, 2024.
1. FINANCIAL SUMMARY:
The Company's financial performance for the year ended 31st March, 2024 is summarised
below:
| Particulars |
Year ended 31.03.2024 |
Year ended 31.03.2023 |
| Income: |
|
|
| Revenue from Operations |
3940.15 |
3,170.18 |
| Other Income |
- |
2,350.00 |
| TOTAL REVENUE |
3940.15 |
5,520.18 |
| Expenditure: |
|
|
| Purchase of Stock-in-Trade |
3065.33 |
2,528.15 |
| Change in Inventories of Stock-in-Trade |
- |
- |
| Employee Benefits Expense |
431 |
678.54 |
| Other Expenses |
662.62 |
474.55 |
| TOTAL EXPENDITURE |
4159.07 |
3,681.24 |
| Profit before tax |
(218.92) |
1,839.94 |
| Tax Expense: |
|
|
| Provision for - Current Tax |
(218.92) |
478.12 |
| Income T ax of Earlier year |
- |
- |
| Profit for the year |
(218.92) |
1,360.82 |
| Earnings per equity share (Basic & Diluted) (Face Value of Rs. 10/-
each) (Rs. Ps.) |
(0.88) |
5.47 |
2. FINANCIAL HIGHLIGHTS AND COMPANY'S AFFAIRS:
During the year under review, the Company has achieved total revenue of Rs. 3,940.15/-
thousand as compared to Rs. 5,520/- thousand in the previous financial year. Further, the
Company has generated a Net Profit (after tax) of Rs. (218.92)/- thousand for the
financial year ended March 31, 2024, as compared to the loss of Rs. 1,360.82/- thousand in
the previous financial year 2022-2023. The Company is actively pursuing to be fully
operational and pursue activities in consonance with the objectives for which it is
established and taking necessary steps to effectively implement the same.
3. DIVIDEND:
With a view to conserve resources, your Directors do not recommend any dividend during
the reporting period.
4. TRANSFER TO RESERVES:
The Company does not propose to transfer any amount to the general reserve for the
financial year ended 31st March, 2024.
5. CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of the business of the Company.
6. CONSOLIDATED FINANCIAL STATEMENT:
The Company does not have any Subsidiary Company, Associate Company and Joint Venture
Company hence the Company is not required to prepare Consolidated Financial Statement.
7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review, Shri Suresh Jayantilal Ajmera (DIN: 01341331), Shri
Dhanesh Suresh Ajmera (DIN: 02446635), ceased to be Independent Director of the Company
w.e.f. 14th November,2023, due to Resignation of Directors. Shri. Vijay Singh Shekhawat
(DIN: 03447468), Shri. Rajesh Rameshrao Salway (DIN: 05145913) appointed to be Director of
the Company w.e.f. 07th February,2024 Except as stated
above, there was no change in the Directorship of the Company. However, subsequent to
the end of the Financial Year following appointments, re-appointments, and resignations
were made till the date of this report.
• Appointment of Shri. Rajesh Govind Pote (DIN:10287655) as a Additional Director
of the Company w.e.f. 24th May, 2024; and
• Resignation of Smt. Sarita Harigopal Joshi, (DIN 06781907) as a Whole Time
Director w.e.f. 24th May, 2024; and
• Resignation of Shri Vinod Kavassery Balan, Director (DIN 07823253) as a Director
w.e.f. 03rd June,2024; and
• Appointment of Ms. Gauri Satish Chiplunkar (DIN:08386053) as an Additional
(Independent) Director of the Company w.e.f. 29th August, 2024; and
The present Directors and KMPs of the Company are as follows:
(a) Shri. Rajesh Govind Pote, Additional Director (DIN:10287655);
(b) Shri. Vijay Singh Shekhawat, Additional (Non-Executive) Director (DIN: 03447468);
(c) Shri. Rajesh Rameshrao Salway, Additional (Non-Executive) Director (DIN 05145913);
(d) Smt. Jeny Gowadia, Independent Director (DIN: 03014009);
(e) Shri Dhiren Bontra, Independent Director ((DIN: 09591605);
(f) Ms. Gauri Satish Chiplunkar Additional (Independent) Director (DIN:08386053)
(g) Shri Jatin Gaikar , Chief Financial Officer (CFO);
(h) Shri Jitendra Rajendra Patil, Company Secretary and Compliance Officer.
In accordance with the provisions of the Companies Act, 2013 and Rules made there under
and in terms of Articles of Association of the Company, Smt. Jeny Vinod Kumar Gowadia
(DIN: 03014009), retires at the ensuring Annual General Meeting and being eligible offered
herself for re-appointment.
8. NUMBER OF MEETINGS OF BOARD:
During the year under review, 4 (Four) Board meetings were held. The dates of the
meetings are 24th May,2024, 14th August,2024, 14th November 2023,7th February 2024,
9. ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS:
Details of the attendance of the Directors at the Board Meetings held during the year
2023-2024:
| Name of the Director |
Number of Board Meeting |
|
Entitled to Attend |
Attended |
| Smt. Sarita Harigopal Joshi |
4 |
4 |
| Shri Vinod Kavassery Balan |
4 |
4 |
| Shri Suresh Jayantilal Ajmera |
2 |
2 |
| Shri Dhanesh Suresh Ajmera |
2 |
2 |
| Smt. Jeny Gowadia |
2 |
2 |
| Shri Dhiren Bontra |
2 |
2 |
| Shri. Rajesh Govind Pote |
0 |
0 |
| Shri. Vijay Singh Shekhawat |
0 |
0 |
| Shri. Rajesh Rameshrao Salway |
0 |
0 |
| Smt. Gauri Satish Chiplunkar |
0 |
0 |
10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Board confirms that all Independent Directors of the Company have given a
declaration to the Board under Section 149(7) of the Companies Act, 2013 and Rules made
thereunder that they meet the criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013.
Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company
have included their names in the data bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs.
11. COMMITTEES OF BOARD OF DIRECTORS:
The Board of Directors has duly constituted the Audit Committee and Nomination &
Remuneration Committee in accordance with the applicable provisions of the Companies Act,
2013 and Rules made thereunder.
During the year under review, (Four) Audit Committee meetings were held. The dates of
the meetings are 25th May,2023, 14th August,2023, 14th November 2023,7th February, 2024.
During the year under review, 2 (Two) Nomination & Remuneration Committee meetings
were held. The dates of the meetings are 14th August, 2023 and 7th February, 2024.
12. ANNUAL PERFORMANCE EVALUATION:
The Board of Directors of the Company is committed to assess its own performance as a
Board in order to identify its strengths and areas in which it may improve its
functioning. To that end, the Nomination and Remuneration Committee has established the
process for evaluation of performance of all the Directors and the Board including
Committees. The Company has devised a Policy for performance evaluation of all the
Directors, the Board and the Committees which includes criteria and factors for
performance evaluation. The appointment / re-appointment / continuation of Directors on
the Board shall be based on the outcome of evaluation process.
13. RISK MANAGEMENT POLICY:
In compliance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the
Board of Directors has formulated and adopted the Risk Management Policy. The Board of
Directors has delegated the authority to Audit Committee to monitor the Risk Management
Policy including (a) Overseeing and approving the Company's enterprise wide risk
management framework; and (b) Overseeing that all the risks that the organization faces
such as strategic, financial, credit, market, liquidity, security, property, IT, legal,
regulatory, reputational and other risks have been identified and assessed and there is an
adequate risk management infrastructure in place capable of addressing those risks. We
affirm that all risks are monitored and resolved as per the process laid out in the
Policy.
14. NOMINATION AND REMUNERATION POLICY:
The Nomination and Remuneration Committee has formulated the criteria for determining
qualifications, positive attributes and Independence of Directors and recommends to the
Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel
and other employees of the Company. The brief terms of the Policy framed by the Nomination
and Remuneration Committee, in pursuant to the provisions of Section 178(4) of the
Companies Act, 2013 and Rules made thereunder are as follows:
(a) The Committee shall ensure that 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) The Committee shall also ensure that the relationship of remuneration to
performance is clear and meets appropriate performance benchmarks; and
(c) The Committee shall also ensure that the remuneration to Directors, Key Managerial
Personnel and Senior Management involves a balance between fixed and incentive pay
reflecting short- and longterm performance objectives appropriate to the working of the
Company and its goals.
The Key Objectives of the Committee are:
(a) To guide the Board in relation to appointment and removal of Directors, Key
Managerial Personnel and Senior Management;
(b) To evaluate the performance of the members of the Board and provide necessary
report to the Board for further evaluation;
(c) To recommend to the Board on remuneration payable to the Directors, Key Managerial
Personnel and Senior Management.
15. VIGIL MECHANISM:
The Company has established a Vigil Mechanism that enables the Directors and Employees
to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards
against victimization of persons who use the Vigil Mechanism; and (b) direct access to the
Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate
or exceptional cases. Details of the Vigil Mechanism Policy are made available on the
Company's website www.inertiasteel.com
During the year, neither any whistle blower event was reported, nor any personnel has
been denied access to the Audit Committee. Your Company also ensures that the vigil
mechanism established in the Company is functioning very well.
16. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3)(c) and Section 134(5) of the Companies
Act, 2013, with respect to Directors' Responsibility Statement, the Directors state that:
(a) in the preparation of the annual accounts for the year ended 31st March, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;
(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 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 this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts 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 were 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.
17. AUDITORS:
At the 39th Annual General Meeting held on 30th September, 2023, M/s. Bohra &
Company, Chartered Accountants, were appointed as the Statutory Auditors of the Company
for the period of 1 year.
M/s. Bohra & Company, Chartered Accountants, (Firm Registration No. 0011317), has
tendered their resignation as Statutory Auditor of the Company with effect from 07th
February, 2024.
Further, the Company at its Board meeting held on 7th August 2024 appointed M/s.
Grandmark and Associates, Chartered Accountants as the Statutory Auditor of the Company to
fill in the casual vacancy occurred due to resignation of M/s. Bohra & Company,
Chartered Accountants, for the Financial Year 202425 and shall hold office till the
conclusion of 40th Annual General Meeting to be held for the year 2024-25 of the Company,
subject to approval from the members of the Company in the ensuing Annual General Meeting
of the Company (i.e. 40th Annual General Meeting).
Their consent letters / certificates to the effect that their appointments, if made,
would be within the prescribed limits under Section 141 of the Companies Act, 2013 and
that they are not disqualified have been received.
18. COMMENT ON AUDITORS' REPORT:
The Report of Auditors of the Company and the notes forming part of the financial
statements are self explanatory and hence requires no explanation from the Board of
Directors. The Auditors' Report does not contain any qualification or reservation or
adverse remark.
19. REPORTING OF FRAUD BY STATUTORY AUDITORS:
As per the provision of Section 143(12) of the Companies Act, 2013 read with Rules made
thereunder, no fraud on or by the Company has been noticed or reported by the Statutory
Auditors or Secretarial Auditor of the Company.
20. SECRETARIAL AUDITOR & THEIR 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 Board had
appointed M/s. DNG & Associates, Practicing Company Secretary, Mumbai to conduct
Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the
financial year ended 31st March, 2024 in Form MR-3 is attached as “Annexure I”
and forms a part to this Report and is self-explanatory.
21. INTERNAL FINANCIAL CONTROL AND AUDIT:
The Company has in place adequate internal financial controls with reference to
financial statements. During the year under review, such controls were operating
effectively and no reportable material weakness in the design or operations were observed.
22. MAINTENANCE OF COST RECORDS:
During the year under review, the Company does not fall within the provisions of
Section 148 of Companies Act, 2013 read with Rules made thereunder, therefore, the
requirement of maintenance of cost records are not applicable.
23. CORPORATE GOVERNANCE REPORT:
As per the requirement of the latest SEBI Circular No. CIR/CFD/Policy Cell/7/2014
issued on 15th September, 2014, the listed companies having paid up equity share capital
not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25 Crores, as on the last day
of the previous financial year is not required to comply with the norms of the Corporate
Governance Report.
Since, the Paid-up Equity Share Capital of the Company is Rs. 2,488.00/- thousands and
Net Worth is of Rs.3,018.52/- thousands as on Financial Year ending 31st March, 2024,
therefore, the provisions relating to Corporate Governance Report are not applicable to
the Company.
24. VOTING RIGHTS OF EMPLOYEES:
During the year under review, the Company has not given loan to any employee for
purchase of its own shares as per Section 67(3)(c) of Companies Act, 2013, therefore, the
disclosures as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are
not applicable.
25. DISCLOSURES REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:
The Company has not issued any shares under Employee's Stock Options Scheme pursuant to
provisions of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014),
therefore, the disclosures regarding issue of employee stock options are not applicable.
26. DISCLOSURES REGARDING ISSUE OF SWEAT EQUITY SHARES:
During the year under review, the Company has not issued any Sweat Equity Shares
pursuant to provisions of Section 54 of Companies Act, 2013 read with Rules made
thereunder.
27. MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
No material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year and at the date of this Board's
Report.
28. INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”):
During the year, the Company was not required to transfer any amount to Investor
Education and Protection Fund (“IEPF”) as per the requirements of the IEPF
Rules.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis is attached as “Annexure II” and
forms a part to this Report.
30. CREDIT RATING:
The Company was not required to obtain credit rating from any credit rating agencies.
Hence this clause is not applicable to the Company.
31. CORPORATE SOCIAL RESPONSIBILITY:
Since, the Company does not fall under the criteria provided under Section 135(1) of
Companies Act, 2013 read with Rules made thereunder, therefore, the constitution of
Corporate Social Responsibility Committee and statement on Corporate Social Responsibility
as per Section 134(3)(o) of Companies Act, 2013 are not applicable to the Company.
32. WEB LINK OF THE ANNUAL RETURN:
Pursuant to Section 92(3) of Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration Rules, 2014, the Annual Return for the F.Y. 2023-2024 is
available on Company's website at www.inertiasteel.com.
33. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Particulars of loans given, investments made, guarantees given and securities provided
are mentioned in the audited financial statement which forms part of this Annual Report.
34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year under review, the Company has not entered into any contracts or
arrangements with related parties as referred under Section 188(1) of the Companies Act,
2013 and Rules made thereunder.
35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:
The disclosures relating to conservation of energy and technology absorption are nil.
There were no foreign exchange earnings or outgo for the year under review.
36. PARTICULARS OF EMPLOYEES:
During the year under review, there were no employees in the Company who are drawing
prescribed salary pursuant to the provisions of Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
37. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING/SUBSIDIARY:
The Company does not have any holding or subsidiary company, and therefore the
provisions of Section 197(14) of Companies Act, 2013 read with Rules made thereunder,
towards payment of any commission or remuneration from holding or subsidiary Company are
not applicable.
38. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide
protection to employees at the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure.
39. OTHER DISCLOSURE:
(a) The requirement to disclose the details of difference between amount of the
valuation done at the time of onetime settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof, is not
applicable;
(b) There was no application made or any proceedings pending against the Company under
the Insolvency and Bankruptcy Code, 2016 during the year under review.;
(c) The Company has not failed to implement any corporate action during the year under
review;
(d) There was no revision of financial statements and Board's Report of the Company
during the year under review.
40. GENERAL DISCLOSURE:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
(a) Details relating to deposits covered under Chapter V of the Companies Act, 2013.
(b) 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.
(c) The Company has complied with the applicable Secretarial Standards under the
Companies Act, 2013 as issued by the Institute of Company Secretaries of India
(“ICSI”).
41. ACKNOWLEDGEMENT:
The Directors place on record, their appreciation and gratitude for all the
co-operation extended by Government Agencies, Securities Exchange Board of India, Stock
Exchange, Bankers, Financial Institutions, Business Associates and Members.
The Board of Directors also places on record its sincere appreciation of the commitment
and hard work put in by the management and employees of the Company.
|
|
|
For and on behalf of the Board of Directors |
|
|
|
INERTIA STEEL LIMITED |
| Date: |
24.05.2024 |
|
|
| Place |
: Mumbai |
|
|
|
|
VIJAY SINGH SHEKHAWAT |
RAJESH RAMESHRAO SALWAY |
|
|
DIRECTOR |
DIRECTOR |
|
|
(DIN 03447468) |
(DIN 05145913) |
|