To Members,
Nova Iron and Steel Limited
Registered office: Village-Dagori,
Tehsil-Belha, Distt. -Bilaspur Chhattisgarh
Your directors have pleasure in presenting the 32nd Annual Report together with
Standalone Audited Accounts for the year ended 31st March, 2024.
FINANCIAL HIGHLIGHTS
(Rs. in Lacs )
| Particulars |
2023-24 |
2022-23 |
|
(12 Months) |
(12 Months) |
| Gross Revenue |
56896.14 |
70308.87 |
| Profit/Loss before Interest, Depreciation and Tax |
764.44 |
3057.53 |
| Interest & Financial Cost |
2452.15 |
1725.80 |
| Depreciation & Amortization |
4513.33 |
991.15 |
| Profit/(Loss) before Exceptional item & tax |
(6201.04) |
340.58 |
| Exceptional item |
6544.56 |
- |
| Profit/(Loss) after Exceptional item & before Tax |
(12745.60) |
340.58 |
| Tax Expenses: Current Tax |
194.50 |
|
| Deferred Tax |
(3500.03) |
519.92 |
| Earlier years |
(60) |
- |
| Net Profit/(Loss) after tax |
(9380.07) |
(179.34) |
PERFORMANCE
During the year under review, the Company has Gross Sales of Rs.568.96 crores as
against Rs.703.09 crores in the previous year reflecting decline of 19.07% over the
previous year. The company has incurred losses of Rs. 93.80 crores as compared to previous
year Rs. 1.79 crores due to change in accounting policy in relation to depreciation and
increase in borrowing cost of the company.
FUTURE OUTLOOK
Company is in the process of increasing the sponge iron production capacity from 500
TPD to 700 TPD with Captive Power Plant of 26 MW in phased manner.
CAPITAL & RESERVES
During the year there is no change in the capital of the Company. Company has not
transferred any amount to the General Reserve.
DIVIDEND
In view of Loss during the year, Board of Directors has not recommended Dividend for
distribution. CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business of the Company during die financial year.
BOARD MEETINGS
During the financial year seven meetings of Board of Directors of the Company held
including one Meeting of the Independent Directors.
AUDIT COMMITTEE
Composition of Audit Committee comprises of 3(three) members, Mrs. Palak Garg,
Independent Director, Mr. Suraj Prakash Choudhary, Independent Director and Mr. Dinesh
Kumar Yadav, Director. Mr. Suraj Prakash Choudhary is Chairperson of the Committee. Audit
Committee have powers and authority as provided under the provisions of Companies Act,
2013 and Regulation 18 of SEBI (LODR) Regulations 2015, in accordance with the terms of
reference specified by the Board of Directors from time to time. Board has accepted all
recommendations of the Committee made during the year. During the year 5 meetings of audit
committee held and committee has reviewed related party transactions periodically.
During the year under review, Mrs. Sumiran Aggarwal, director and member of the Audit
Committee has been resigned w.e.f 04.07.2023. Subsequently, Mrs. Palak Garg, was appointed
as a member of Audit Committee in place of Mrs. Sumiran Aggarwal w.e.f. 14.08.2023.
EXTRACT OF ANNUAL RETURN
The draft Annual Return in form MGT-7 for the Financial Year 2023-24 as per the
provisions of Companies Act, 2013 and Rules thereto, is available on the Company's website
at https://www.novaironsteel.com/
AUDITORS AND AUDITORS' REPORTS
The Board of Directors have appointed M/s MNRS & Associates, Chartered Accountants,
New Delhi (FRN: 018340N) as Statutory Auditors of the Company in Annual General Meeting
held on 30/11/2022 for a term of five consecutive years to hold the office from the
conclusion of 30th Annual General meeting until the conclusion of the 35th Annual General
Meeting.
The Auditors in their Report to the members, have given qualified opinions and the
explanations of Board with respect to it in pursuant to section 134(3)(f) of Companies
Act, 2013 are as follows:
Explanations to note on Basis for Qualified opinion of Independent Auditor's Report.
(a) Company has sent confirmation letters to outstanding trade receivables, trade
payables, pending security deposits and advances to suppliers during previous year.
However, no response was received till date. Company shall obtain the confirmation during
the current year for the outstanding balances. Additionally, Company will try to adhere
with the opinion made by the auditor with respect to measuring the amortised cost of
security deposits, the information related to this has already provided and any other
information will provide the same in the near future.
(b) The company will try to adhere with the opinion made by the auditor with respect to
unsecured borrowing of the company and will provide the confirmation in near future.
(c) The company's outstanding borrowings as at 31-March-2024 are under disputes.
(d) Since the financials of die investee companies are not available for the year ended
31.03.2024 for valuation. However, valuation for the year ended 31.03.2023 has been
provided to auditor wherein there are not many changes in the financials of the investee
company. The company will try to adhere with the opinion made by the auditor with respect
to measuring the fair value of investments and will provide the information in near
future.
SECRETARIAL AUDITOR
In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, M/s K.V. Bindra & Associates,
Practicing Company Secretary, Chandigarh as the Secretarial Auditor of the Company, has
conduct the Secretarial Audit for the financial year 31/03/2024 and submitted Secretarial
Audit Report in Form No. MR-3. A copy of the Secretarial Audit Report is at Annexure-1
attached to Board Report.
COST AUDIT
Pursuant to Section 148(1) of the Companies Act, 2013, Company is required to maintain
cost records as specified by the Central Government and accordingly such accounts and
records are made and maintained. Accordingly, the Board of Directors in its meeting held
on 14/08/2024 has appointed M/s. J.K. Kabra & Company, Cost Accountant, Delhi, on the
recommendation of the Audit Committee, for auditing the cost records of the Company for
the Financial Year 2024-25. Appropriate resolution seeking your ratification of the
remuneration of Cost Auditors, is included in the Notice convening the 32nd Annual General
Meeting of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Company's Board is duly constituted which is in compliance with the requirements of the
Companies Act, and SEBI (LODR) Regulation, 2015.
Since the last financial year, the following changes have taken place in the
Directorship/KMPs of the Company.
1. Ms. Sumiran Aggarwal has been resigned from the position from Independent Director
w.e.f. 04/07/2023.
2. Ms. Palak Garg has been appointed as an Independent Director w.e.f. 14/08/2023.
However, after the closure of Financial Year 31st March, 2024 the following changes
have taken place in the Directorship/KMPs of the Company.
1. Ms. Palak Garg has been resigned as an Independent Director w.e.f. 24/04/2024.
2. Mr. Suraj Prakash Choudhary has been resigned as an Independent Director w.e.f.
24/04/2024.
3. Mr. Gaurav Sharma has been appointed as an Independent Director w.e.f. 02/05/2024.
4. Ms. Kusum Naruka was appointed as the Independent Director w.e.f. 29/06/2024.
None of the Directors has incurred disqualification under Section 164 of the Act or
liable to cease director under section 167 of the Act.
Company has inter alia, received the following declarations from all the Independent
Directors confirming that:
a) they meet the criteria of independence as laid down under Section 149(6) of the Act
and Regulation 16(l)(b) of the SEBI Listing Regulations
b) they have complied with the Code for Independent Directors prescribed under Schedule
IV to the Act.
c) they are registered with the Independent Director's Databank maintained by the
Indian Institute of Corporate Affairs.
The Independent Directors have also confirmed that they have complied with the
Company's Code of Business Conduct & Ethics. Based on the disclosure received, the
Board is of opinion that, all the Independent Directors fulfil the conditions specified in
the Act and Listing Regulations and are independent of the management.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Act, with regard to Directors' Responsibility
Statement, your Directors hereby confirm that:
(a) in the preparation of the annual accounts, for the year ended 31/03/2024 the
applicable accounting standards have been followed to the extent of its applicability
along with proper explanation relating to material departures and the annual accounts have
been prepared in compliance with the provisions of the Companies Act, 2013;
(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 die Company at die end of the financial year and of
the profit of the Company for the year;
(c) the Directors have taken proper and sufficient care of 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 internal financial controls to be followed by the company were laid down and
such internal financial controls were adequate and were operating effectively.
(f) proper systems to ensure compliance with the provisions of all applicable laws were
devised. DIRECTOR IDENTIFICATION NUMBER (DIN)
Present Directors have obtained Director Identification Number (DIN) under Director
Identification Rules, 2006 which is valid DIN under Companies (Appointment and
Qualification of Directors) Rules, 2014.
NOMINATION AND REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES
Board of Directors of the Company has approved a policy for nomination and remuneration
for directors , KMP and other employees containing interalia criteria for determining
qualifications, positive attributes, independence of a director, payment of Managerial
remuneration, and other related matters is at Annexure-2 attached to the Board's Report
which can be assessed at Company's weblink;
http://www.novaironsteel.com/pdfs/Remuneration%20Policv.pdf.
PARTICULARS RELATING TO TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY & FOREIGN
EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 134(3)(m) of the Act regarding conservation of Energy,
Technology Absorption, foreign exchange earnings and outgo is enclosed at Annexure - 3
attached to Board's Report.
INTERNAL AUDITORS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Company has appointed M/s Ankit Singla & Co., Chartered Accountants as Internal
Auditor of the Company. Internal control framework of die Company is adequate and
commensurate with the nature of the business and size of the Company. The internal
auditors monitor and evaluate the efficacy and adequacy of Internal Financial Control
system in the company, its compliance with operating system, accounting procedures and
policy. Internal Auditors submit his report to Audit committee yearly.
PARTICULARS OF LOAN, GUARANTEE, INVESTMENT OR PROVIDING SECURITY
During the financial year, Company has neither given loan nor given guarantee nor
provided security or made investment u/s 186 of the Act. (Please refer notes attached to
financial statements of the Company in respect of investments of the Company).
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, there is no contract and arrangement entered into by the
Company with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013. Hence no disclosure in Form AOC-2 is required to be attached with
Board's Report.
EMPLOYEES STOCK OPTION
Company has not issued Sweat Equity Shares or ESOP (Employees Stock Option) to its
employees. LISTING
The Equity shares of the company are listed at Bombay Stock Exchange. The Company has
paid listing fees to the Stock Exchange for the FY 2024-25.
BUY BACK OF SHARES
During the year, Company has not made buy back of its shares nor it has given any loan
for purchase of its own shares.
MATERIAL CHANGE(S)
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relate
and the date of this Report.
RISK MANAGEMENT POLICY
Board of Directors has adopted a Risk Management Policy/Plan for the Company, whereby,
risks are broadly categorized. The Policy outlines the parameters of identification,
assessment, monitoring and mitigation of various risks which are key to business
objectives which is also available at Company's
weblink:httDs://www.novaironsteel.com/pdfs/Risk%20Management%2QPolicv.pdf.
PERFORMANCE EVALUATION OF BOARD
During the year under report Board of Directors evaluated performance of Committees and
all the individual Directors including Independent Directors and concluded by affirming
that the Board summarizing as a whole as well as all of its directors, individually and
the Committees of the Board continued to good governance mid contribute its best in the
overall growth of the organization. Independent Directors also held separate meeting to
evaluate annual performance of Chairperson and executive directors and expressed
satisfaction on their performance.
DEPOSITS
During the year under report, company has not accepted any deposits under Chapter V of
the Act, from the public and as such no amount of principal or interest was outstanding on
the date of Balance Sheet. Information under Rule 8(5)(v)(vi) of Companies (Accounts),
Rules 2014 be treated as Nil.
SEGMENT REPORTING
The Company is primarily engaged in the business of manufacturing / trading of Iron
& Steel, Metals, Securities & Natural Resources business. So accordingly, no
segment report required to be disclosed.
SIGNIFICANT AND MATERIAL ORDERS
During the year there was no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's operations in
future.
PARTICULARS RELATING TO REMUNERATION OF EMPLOYEES OF THE COMPANY
Details pursuant to section 197(12) of the Act read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is at Annexure -4
attached to the Board Report. During the year no employee has remuneration equal to or
more than prescribed limit under Rule 5(2) and 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, hence information under these rules be
treated as NIL. Pursuant to MCA Notification dated 30.06.2016 detail of top ten employees
as attached to Board Report is at Annexure-5.
CODE OF CONDUCT
Declaration pursuant to Regulation 34(3) of SEBI (LODR) Regulations, 2015 in respect of
compliance with code of conduct by Whole Time Director/CEO is at Annexure-6 attach to the
Board Report.
CORPORATE SOCIAL RESPONSIBILITY POLICY
Company has constituted Corporate Social Responsibility (CSR) Committee. Mr. Hardev
Chand Verma, Director, Mr. Dinesh Kumar Yadav, Whole Time Director and Mr. Suraj Prakash
Choudhary, Independent Director are members of the Committee. Mr. Suraj Prakash Choudhary
is the Chairperson of the Committee. On the recommendation of CSR Committee, CSR Policy of
the
Company has been approved by the Board which is uploaded at Company's weblink:
https://www.novaironsteel.com/pdfs/CSR%20Policv.pdf.
The Annual Report on CSR activities as per Companies (Corporate Social Responsibility
Policy) Rules, 2014 is at Annexure -7 attached to the Board's Report.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
Company do not have Subsidiary or Associates or Joint Venture company. Therefore,
consolidated financial statement in form AOC-1 annexed to the Board Report is not
applicable.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
Company has in place a composite ‘Vigil Mechanism' Policy/Whistle Blower Policy
available to the employees and directors to blow the whistle/ highlight any fraud,
irregularity, wrongdoing etc. which is also available at weblink:
https://www.novaironsteel.com/pdfs/Vigil%20Mechanism.pdf.
Board's Report in compliance of SEBI (LODR) Regulations, 2015.
CORPORATE GOVERNANCE
A report on Corporate Governance, a Certificate from the Company Secretary in Practice
regarding compliance of conditions of Corporate Governance, a certificate from Company
Secretary in Practice regarding Non - Disqualification of Directors and declaration by
CEO/CFO affirming compliance with code of conduct in terms of Regulations 27 of SEBI
(LODR) Regulations 2015 are appended at Annexure -8,9 and 11 to Board's report.
GENERAL
(i) ENVIRONMENT & OTHER APPLICABLE LAW
The Company is committed to the protection of environment and is not involved in any
activity hazardous to environment. The Company adheres to the provisions of the applicable
provisions of environment laws.
(ii) HEALTH & SAFETY
In order to build a sustainable work place environment, a common health and safety
management system is being implemented. All efforts are being made to enhance safety
standards and processes in order to minimize safety risks in all our operations.
(iii) SEXUAL HARASSMENT OF WOMEN
The Company has zero tolerance towards sexual harassment at the workplace. During the
Financial Year 2023-24, the Company has received no complaints of sexual harassment.
(iv) INDUSTRIAL RELATIONS
Relations between the Management and its Employees/ Workmen have been cordial and
management expressed their appreciation for the co-operation and dedication of the
employees/workmen at all levels of the Company.
ACKNOWLEDGEMENTS
Your directors convey their sincere thanks to the Bankers, various departments in
Central and State Governments and all others associated with the Company for their
co-operation, continued support and confidence reposed by them in the Company.
|
For and on behalf of the Board |
| Place: New Delhi |
|
| Date: 14/08/2024 |
|
|
(H.C. Yerma) |
|
Chairperson |
|
DIN:00007681 |
|