You are here » Home » Companies » Company Overview » National Steel & Agro Industries Ltd

National Steel & Agro Industries Ltd.

BSE: 513179 Sector: Metals & Mining
BSE LIVE 15:40 | 18 Aug 24.65 -1.15






NSE 15:31 | 18 Aug 24.75 -0.40






OPEN 24.55
52-Week high 30.00
52-Week low 15.45
P/E 5.32
Mkt Cap.(Rs cr) 110
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 24.55
CLOSE 25.80
52-Week high 30.00
52-Week low 15.45
P/E 5.32
Mkt Cap.(Rs cr) 110
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

National Steel & Agro Industries Ltd. (NATNLSTEEL) - Director Report

Company director report

Dear Members

Your Directors have pleasure to present Thirtieth Annual Report on the business andoperations of the Company along with the Audited Statement of Accounts for the FinancialYear ended 31st March 2016.

(Rs. in Lacs)
PARTICULARS Year ended 31.03.2016 Year ended 31.03.2015
Revenue from Operations 389353 403991
Earning Before Interest Tax Depreciation and Amortisation (EBITDA) 17566 18662
Finance Cost 12281 12294
Depreciation 1456 1528
Profit Before Tax (PBT) 3829 4840
Provision for :-
Income Tax/Adjusted for earlier years (Net) 957 1875
Deferred Tax 58 (50)
Profit / (Loss) After Tax (PAT) 2814 3015


During the year under review your Company’s top line performance is lower thanprevious financial year. Your Company’s Revenue from Operations is 389353 Lacs asagainst 403991 Lacs for the corresponding previous year.

Your Company’s export turnover is 56832 Lacs as compared to 64145 Lacs for thecorresponding previous year.

The EBITDA for the year is 17566 Lacs as compared to 18662 Lacs in the correspondingprevious year. The Profit Before Tax is 3829 Lacs (4840 Lacs in F.Y 2014-15) and ProfitAfter tax is 2814 Lacs (3015 Lacs in F.Y 2014-15).

Major reasons for lower performance includes global economic slowdown slowdown in thedomestic manufacturing and infrastructure sector and excess supply in Indian steelindustry leading to lower demand and sales realization.

Your Directors are confident to improve the performance in the current Financial Year.


Management Discussion and Analysis forming part of this report as required underRegulation 34 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 {hereinafter referred as SEBI (LODR)Regulations 2015} is attached separately to this Annual Report.


The Board of Directors (the Board) has recommended dividend @ 4% on 5501022Redeemable Cumulative Preference Shares for the Financial Year 2015-16.

Keeping in mind the need to conserve resources your Board did not recommend anydividend on Equity Shares for the year under review.


During the year under review the Board has appointed Mr. Munish Mohan as NomineeDirector of IDBI Bank Limited with effect from (w.e.f.) 5th August 2015.

The Board has appointed Mr. Nagalingam Goli as Chief Executive officer of the Companyw.e.f. 31st August 2015 and Mr. Ashok Sharma as Chief Financial Officer w.e.f.1st September 2015.

Mr. P. Srikrishna Managing Director of the Company resigned w.e.f. close of workinghours on 31st March 2016. Subsequent to this Mr. Nagalingam Goli wasappointed as an Additional Director of the Company w.e.f. 1st April 2016 andalso appointed Mr. Nagalingam Goli as Managing Director of the Company w.e.f. 1stApril 2016 subject to the approval of the Equity Shareholders of the Company. Consequentto his appointment as Managing Director Mr. Goli ceased to be Chief Executive officer ofthe Company.

The Equity Shareholders of the Company have approved the appointment of Mr. NagalingamGoli as Director and also as Managing Director of the Company through Postal Ballot on 19thMay 2016.

The Board has extended its deepest gratitude to Mr. P. Srikrishna for his longassociation dedication commitment and outstanding contribution for the growth of theCompany.

Mr. Anil Nawal and Mr. Ashok Sharma have resigned from the position of Chief FinancialOfficer w.e.f. 31st August 2015 and 1st February 2016respectively. Subsequently the Board has appointed Mr. Mahesh Jain as Chief FinancialOfficer w.e.f. 12th February 2016.

The Board has placed on record its appreciation for the contributions made by Mr. AnilNawal and Mr. Ashok Sharma during their tenure.

Further Mr. Santosh Shahra will attain the age of 70 years on 16thDecember 2016 and hence pursuant to the provisions of Section 196(3) of the CompaniesAct 2013 continuation of his employment requires the approval of Equity Shareholders byway of a special resolution. Keeping the same in mind the Board has approved appointmentof Mr. Santosh Shahra as Whole-time Director (designated as Executive Chairman) of theCompany for a period of three years w.e.f. 17th December 2016 subject to theapproval of the Equity Shareholders of the Company by Special Resolution in the ensuingAnnual General Meeting.

Independent Directors have given declaration that they meet the criteria ofindependence as provided in subsection (6) of Section 149 of the Companies Act 2013.


Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. SantoshShahra Whole-Time Director of the Company retires by rotation and being eligible offershimself for reappointment.


Pursuant to the applicable provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance its Committees and the Directors. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.


The Audit Committee comprises three Directors namely Mr. Navin Khandelwal Mr. RajeshNema and Mr. Nagalingam Goli. Mr. Navin Khandelwal Independent Director is Chairman ofthe Audit Committee.

The composition of the Audit Committee meets the requirements of the provisions ofSection 177 of the Companies Act 2013 and of Regulation 18 of the SEBI (LODR)Regulations 2015.

There are no recommendations of the Audit Committee which have not been accepted by theBoard during the period under review.


The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination and Remuneration Policy is available at the Company’swebsite.


During the year under review 5 (Five) Board Meetings were held on 28th May2015 5th August 2015 3rd November 2015 5th February2016 and 30th March 2016. The details are given in the Corporate GovernanceReport. The gap between two meetings did not exceed one hundred and twenty days asprovided under the Companies Act 2013 and SEBI (LODR) Regulations 2015.


Pursuant to the provisions of Section 134 of the Companies Act 2013 your Directorsconfirm that:

a) in the preparation of the annual accounts for the year ended 31st March2016 the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;

b) the accounting policies had been selected and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the Financial Year ended 31st March2016 and of the profit of the Company for that period;

c) proper and sufficient care had been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts had been prepared on a going concern basis;

e) internal financial controls to be followed by the Company had been laid down andthese controls are adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.


The transactions entered into with all the related parties during the financial yearwere on arm’s length basis and in the ordinary course of business.

All Related Party Transactions were placed before the Audit Committee and also theBoard pursuant to applicable provisions of SEBI (LODR) Regulations 2015 & CompaniesAct 2013. Prior omnibus approval of the Audit Committee was obtained for the transactionswhich were repetitive in nature. The transactions entered into pursuant to the omnibusapproval so granted were audited and a statement giving details of all related partytransactions is placed before the Audit Committee and also the Board of Directors. Thepolicy on Related Party Transactions as approved by the Board is available at theCompany’s website.

Details of Related Party Transactions are given in "Annexure-A."


The Board has constituted a Risk Management Committee to assess risks in the operationsof business of the Company to mitigate and minimize risks assessed periodic monitoringof risks and other matters to be delegated to the Committee by the Board from time totime.

Following are the members of the Committee :

1. Mr. Santosh Shahra : Chairman
2. Mr. Nagalingam Goli : Member


As part of its initiatives under "Corporate Social Responsibility" (CSR) theCompany has during the year under review undertaken projects mainly in the area of Healthof the people. The project is largely in accordance with Schedule VII to the CompaniesAct 2013 and the Company’s CSR Policy. The Report on CSR Activities as requiredunder Companies (Corporate Social Responsibility Policy) Rules 2014 is set out as"Annexure-B" forming part of this report.


(a) Statutory Auditors :

The Equity Shareholders of the Company in their Twenty Eighth Annual General Meetingheld on 6th September 2014 had accorded their approval pursuant to theprovisions of Sections 139 and other applicable provisions of Companies Act 2013 andRules made there under to appoint Gupta Saharia & Co. Chartered Accountants (FRN No.103446W) as the Statutory Auditor of the Company for the period of five years commencingfrom the conclusion of Twenty Eighth Annual General Meeting until the conclusion of ThirtyThird Annual General Meeting.

The Board of Directors of the Company has pursuant to the provisions of Section 139recommended the ratification of appointment of Gupta Saharia & Co. CharteredAccountants (FRN No. 103446W) for the approval of the Equity Shareholders from theconclusion of Thirtieth Annual General Meeting till the conclusion of Thirty First AnnualGeneral Meeting.

The Auditors’ Report to the Members for the year under review does not contain anyqualification reservation or adverse remark or disclaimer.

(b) Cost Auditors :

Pursuant to provisions of Section 148 and other applicable provisions of the CompaniesAct 2013 the Board of your Company has re-appointed M. Goyal & Co. Cost Accountants(FRN No. 000051) as the Cost Auditor of the Company for the financial year 2016-17. Thesaid Auditors have confirmed that their appointment if made shall be within the limitsas prescribed under Section 141(3) of the Companies Act 2013. The Cost Audit Report withAnnexure shall be submitted along with full information and explanation on everyreservation or qualification contained therein if any to the Central Government withinstipulated time period.

The Cost Audit Report for the financial year ended 31st March 2015 wasfiled with the Central Government (Ministry of Corporate Affairs) vide SRN S42953240.

(c) Secretarial Auditor :

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed Mr. Ashish Garg Company Secretary in Practice (FCS 5181/CP 4423) to undertakethe Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure-C". TheSecretarial Audit Report does not contain any qualification reservation or adverse remarkor disclaimer.


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as"Annexure-D".


The details forming part of the extract of the Annual Return in form MGT-9 is annexedas "Annexure-E".


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements and arewithin the limits.


The Company has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company’s Policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of accounting records and the timely preparation of financialdisclosures.

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. These are routinely tested and certified by Statutory aswell as Internal Auditor. Significant audit observations and corrective action arereported to the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee.


Your Company has formulated a mechanism called "Vigil Mechanism/Whistle BlowerPolicy" for directors and employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of the Company’s Code ofConduct and provided a framework to protect employees wishing to raise a concern aboutserious irregularities within the Company.

The policy permits all the directors and employees to report their concerns to theCompetent Authority Managing Director of the Company and if the Whistle Blower believesthat there is a conflict of interest between the Competent Authority and the WhistleBlower he/she may send his/her protected disclosure directly to the Chairman of the AuditCommittee.

The policy with the name and address of the Competent Authority Managing Director ofthe Company and Chairman of the Audit Committee has been communicated to the employees byuploading the same on the website of the Company.


Your Company did not accept any deposit from the Public during the year under review.


Your Company’s Fixed Assets have been adequately insured.


Your Company has been particular in implementing and complying with the norms ofCorporate Governance and complying all the mandatory requirements as specified in Clause49 of the Listing Agreement for the period from 1st April 2015 to 30thNovember 2015 and in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) ofRegulation 46 and paragraph C D and E of Schedule V of the SEBI (LODR) Regulations 2015for the period from 1st December 2015 to 31st March 2016. Adetailed report on Corporate Governance along with Certificate from Statutory Auditorsconfirming the compliance of the conditions of Corporate Governance is attached separatelyto this Annual Report.


In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules are provided in"Annexure-F" forming part of this report.


Your Directors state that during the year under review there was no complaintfiled/pending pursuant to the provisions of "Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013".


There is no material change and commitment has occurred affecting the financialposition of the Company between the end of the financial year of the Company i.e. 31stMarch 2016 and the date of this report.


The Securities and Exchange Board of India (SEBI) has issued an ex-parte ad-interimorder on 24th May 2016 against the Company and restrained the Company frombuying selling or dealing in the securities market either directly or indirectly in anymanner whatsoever till further directions and given the Company time of 21 days from thedate of the Order to file its objections if any or request for personal hearing beforeSEBI. The Company shall file detailed reply to SEBI and take necessary action in thematter shortly.


The Board of Directors take this opportunity to express their deep sense of gratitudeto the Central State Government and Local Authorities Financial Institutions BanksCustomers Dealers Vendors and all the stakeholders for their continued cooperation andsupport to your Company.

The Board of Directors wishes to express its appreciation to all the employees of theCompany for their outstanding contribution to the successful operations of the Company.

The Board specially thank to the shareholders for their continued confidence and faithin the Company.

For and on behalf of the Board of Directors
Place : Indore Santosh Shahra
Date : 27th May 2016 Executive Chairman

Annexure – D to Board’s Report


[Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014]


The steps taken or impact on conservation of energy:

The Company has an Energy Conservation Cell which constantly monitors all the energyconservation efforts and ensures implementation of its Energy Management Policy. Effortsare put in continuously to conserve energy.

The Company has taken below mentioned steps at its plant for conservation of energyduring the year under review:

• Efforts were made to reduce Electrical Energy in our different lines by:

(i) Designing energy efficient Incinerator.

(ii) Modification of Colour Coating Line 1 wax filtration system and stopping watertransfer pump.

(iii) Putting local water cooling system in place of centralised.

• Efforts were also made to reduce the consumption of Re-liquefied Natural Gas(RLNG) gas in our different process lines by multiple actions.

There was reduction in energy consumption on account of aforesaid steps taken by theCompany.

During the year under review the Company saved:

• 17789018/- on account of efficient incinerator design.

• 13325784/- on account of reducing Factory power consumption through runningat 100% speed reduction of breakdowns and idle time.

• 1929159/- on account of reduction in consumption of RLNG; and

• 728775/- on account of local water cooling system wax filtration system andstopping water transfer pump.

The steps taken by the Company for utilising alternate sources of energy :

During the year the Company has not taken any step for utilising alternate sources ofenergy.

Capital investment on energy conservation equipments

(Rs. in Lacs)
Particular 2015-16 2014-15
Capital Investment in Energy Conservation Equipment 25.82


The efforts made towards technology absorption

During the year under review the Company has not taken any steps towards technologyabsorption. However the Company takes necessary steps towards technology absorptionwhenever it feels necessary.

The benefits derived like product improvement cost reduction product development orimport substitution

The quality of the Company’s products improved and also there was reduction in thecost of the Company’s products whenever the Company took steps towards technologyabsorption. There is a perennial effect of technology absorption in the quality of and onthe cost of the Company’s products.

Imported Technology

The Company has not imported any technology during the last three years.

The expenditure incurred on Research and Development

During the year under review the Company has not incurred any expenditure on Researchand Development.


During the year under review the Company has exported its product and earned foreignexchange of 56832 Lacs (previous year 64145 Lacs). The Company has imported certainComponents Spare Parts and Raw Materials. The details of these expenses are as below:

(Rs. in Lacs)
Particulars 31.03.2016 31.03.2015
1. Raw Materials (CIF Value) 49807.20 47308.05
2. Capital Goods and Consumables 2075.18 1790.58
3. Traded Goods 63893.84 66837.22
4. Expenses towards Travelling Commission and Others 272.77 575.85
5. Remittance towards Dividend 220.04 220.04

Annexure – F to Board’s Report


(A) Particulars of Employees as per [Rule-5 of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014]

(i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year.

S. No. Name of Director Ratio of remuneration of each Director/to median remuneration of employees
1 Mr. Santosh Shahra 84.72:1
2 Mr. P. Srikrishna 27.42:1
3 Mr. Navin Khandelwal 0.30:1
4 Mr. Rajesh Nema 0.30:1
5 Mrs. Neha Singhania 0.10:1

(ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

S. No. Name of Director 2015-16 (Amount in Rs.) 2014-15 (Amount in Rs.) % increase in remuneration Performance of the Company
1 Mr. Santosh Shahra Executive Chairman 24365924 27600984 - Please refer point no. (v) for the performance of the Company
2 Mr. P. Srikrishna Managing Director 7884800 9881600 -
3 Mr. Navin Khandelwal Independent Director 86000 100000 -
4 Mr. Rajesh Nema Independent Director 86000 81000 6.17
5 Mrs. Neha Singhania Independent Director 30000 30000 -
6 Mr. Nagalingam Goli CEO* 5197097 - - Please refer point no. (v) for the performance of the Company
7 Mr. Mahesh Jain CFO** 547862 - -
8 Mr. Ashok Sharma CFO*** 2351340 - -
9 Mr. Anil Nawal CFO $ 2514543 5317448 Not Applicable
10 Mr. Pankaj Gupta Company Secretary $$ 2357333 - -
11 Mr. Bharat Singh Company Secretary $$$ - 1979800 -

* Mr. Nagalingam Goli was appointed w.e.f. 31st August 2015.

** Mr. Mahesh Jain was appointed w.e.f. 12th February 2016.

*** Mr. Ashok Sharma appointed w.e.f. 1st September 2015 and resignedw.e.f. 31st January 2016.

$ Mr. Anil Nawal resigned w.e.f. 31st August 2015.

$$ Mr. Pankaj Gupta was appointed w.e.f. 28th May 2015.

$$$ Mr. Bharat Singh was resigned w.e.f. 30th April 2015.

(iii) The percentage increase in the median remuneration of employees in the financialyear:

Median Remuneration Median Remuneration Increase in the Median Remuneration
(2015-2016) (2014-2015)
(Amount in Rs.) (Amount in Rs.)
287604 249285 15.37%

(iv) The number of permanent employees on the rolls of the Company : 661 Employees.

(v) The explanation on the relationship between increase in remuneration and theCompany performance.

The salary of the employees has been increased during the year under review on thebasis of the performance of the Company as well as employees’ individual performance.The performance of the Company is as under:

(in Lacs)
Particulars 2015-16 2014-2015 2013-2014
Total Revenue 377355.95 388749.70 349945.76
Profit Before Tax 3828.51 4839.70 4316.01
Profit After Tax 2814.29 3015.03 3046.41

(vi) Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of thecompany as at the close of the current financial year and previous financial year.

Particulars 2015-16 2014-15
Market capitalisation (in Rs.) 556250000 631900000
Price Earning Ratio 2.18 2.29

Last IPO was for 2800000 Equity Shares @ Rs 10 each at par in the financial year1986-87 and the closing market price of the Equity Shares at BSE on 31st March2016 was 12.50 per Equity Share.

(vii) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

% increase in Average salary of employees other than KMPs for Financial Year 2015-16 is10.45%.

There is no increase in the salary of KMPs for Financial Year 2015-16.

The increment in the salary of employees other than KMPs was on the basis of theperformance of the Company mentioned in point no. (v) above as well as employees’individual performance.

(viii) The key parameters for any variable component of remuneration availed by theDirectors: During the year under review the Company has not paid any variable componentof remuneration to its Directors.

(ix) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year: N.A.

(x) Affirmation that the remuneration is as per the remuneration policy of the Company.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy forDirectors KMP and other Employees.


S. No. Name of the Employee Designation Remuneration Received (Rs.) Nature of employment Qualification and Experience Date of Commencement of Employment Age Last Employment held before joining the Company % of Equity Shares held by the employee of the Company within meaning of Clause (iii) of sub rule (2) of Company (Appointment & Remuneration of Managerial Personnel) Rules 2014 whether such employee is a relative of any Director or manager of Company
1 Mr. Santosh Shahra Executive Chairman 24365924 Contractual Mechanical Engineer MS (USA) and rich and vast hands-on experience of around five decades. 03-03-1986 69 Years Director Ruchi Private Limited - -
2 Mr. P. Srikrishna Managing Director 7884800 Contractual M. Tech and rich and vast hands-on experience of more than four decades. 04-09-1987 65 Years Dy. Manager Steel Authority of India Limited - -