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Niraj Ispat Industries Ltd.

BSE: 538386 Sector: Industrials
NSE: NIRAJISPAT ISIN Code: INE326T01011
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Niraj Ispat Industries Ltd. (NIRAJISPAT) - Director Report

Company director report

DIRECTOR'S REPORT

To Dear Members

The Directors present their Thirty Second Annual Report and the Audited Statement ofAccounts for the year ended 31st March 2017.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2017is summarized below:

Particulars Year ended 31.03.2017 Year ended 31.03.2016
Income(Gross) 75765354 73652435
Profit/(Loss) before depreciation & interest 20631162 19323286
Less: - Depreciation 2966540 2443276
Interest 3524406 2997177
Profit before Taxes 14140216 13882833
Less:- Provision for Taxation
- Current Tax/MAT 3820000 2950000
- Deferred Tax
1014642 1105438
- MAT Credit Entitlements
-- --
Profit/(Loss) After Tax 9305574 9827395
Prior period adjustments 180937 194543
Profit/(Loss) for the year after
9124637 9632852
tax and prior period
adjustments

DIVIDEND

Your Directors intend to plough back available resources for financial requirements andexpress their inability to recommend any dividend for the financial year.

RESERVES

The Company has transferred Rs. 1600000/- from the statement of profit and loss togeneral reserve during the year under review.

BUSINESS OPERATIONS

The fiscal year 2017 was a period of relative stability. During the year under reviewyour Company achieved a profit of Rs. 14140216/- before tax as against Profit13882833/- in the preceding financial year.

BOARD MEETINGS OF THE COMPANY

The details of the number of meetings of the Board held during the financial year2016-17 forms part of the Corporate Governance Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms part of this Annual Report incompliances with Regulation 34 of SEBI (LODR) Regulations 2015 and is annexed marked asAnnexure ‘A'.

SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANY

The Company has no subsidiary Associate Companies and joint venture Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATES.

There have been no material changes and commitments occurred between the periodsaffecting the financial position of the Company.

EXTRACTS OF THE ANNUAL RETURN

The details forming part of extract of Annual Return as on the financial year endedMarch 31 2017 pursuant to Section 92(3) of the Companies Act 2013 in Form MGT-9 isattached as ANNEXURE 'B'.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 is given in Annexure 'C' to this Report.

CORPORATE GOVERNACE

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Compliance with the Corporate Governance Provisions shall not applyin respect of the listed entity having paid up Equity Share Capital not exceeding RupeesTen Crores and Net worth not exceeding Rupees Twenty Five Crores as on the last day of theprevious financial year. However as a good governance practice the Directors Report onCorporate Governance is annexed and form part of this report as Annexure 'D'.

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the Company yet the Company has been over the yearspursuing as part of its corporate philosophy an unwritten CSR policy voluntarily whichgoes much beyond mere philanthropic gestures and integrates interest welfare andaspirations of the community with those of the Company itself in an environment ofpartnership for inclusive development.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

While selecting Directors the Company looks for an appropriate balance of skillsexperience independence and knowledge to enable them discharge their respective dutiesand responsibilities effectively. The Company has laid down a clear Policy on remunerationof Directors Key Managerial Personnel and other employees

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed under sub-section (6)of Section 149 of the Companies Act 2013.

APPOINTMENT OF COMPANY SECRETARY

The Company has appointed Ms. Ritika an Associate Member of the Institute of CompanySecretaries of India as Company Secretary of the Company to hold the office w.e.f. 28thOctober 2016.

OVERALL REMUNERATION

Details of all elements of remuneration paid to all the Directors are given in theCorporate Governance Report. Details of remuneration as required under Section 197(12) ofCompanies Act 2013 read with Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in this report.

BOARD EVALUTION

The Board of Directors has complied with the provisions of Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 regarding AnnualEvaluation of performance of the Board the Committees and the individual Directors. Suchevaluation was made on the parameters such as the level of engagement and contribution andindependence of judgment thereby safeguarding the interest of the Company. The performanceof the Board its committees and the individual Directors is satisfactory.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (m) of the Companies Act 2013 with respect to DirectorsResponsibility statement it is hereby confirmed that:-

(i) In the preparation of the Annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any.

(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

(iv) The Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. Sanjeev Anand & Associates Chartered Accountants the Statutory Auditors ofthe Company has completed the maximum duration of statutory auditor to hold the office ofthe Company. The board hereby recommends appointing another firm or an individual as itsauditor. It is proposed to appoint M/s Vipin Kumar & Company Chartered Accountantsas Statutory Auditors of the Company in the ensuing Annual General Meeting for a term of 5years to hold the office from the conclusion of this Annual General Meeting until theconclusion of the next Annual General Meeting and on such remuneration as may be decidedby the Board of Directors with mutual consent of the appointee Auditors.

The Company has received letter from them to the effect that their appointment ifmade would be within the prescribed limits under Section 139(2) of the Companies Act2013 and that they are not disqualified for such appointment within the meaning of Section139 (1) of the said Act.

AUDITORS' REPORT

The Auditors report does not contain any reservation qualification or adverse remark.

SECRETERIAL AUDITOR

The secretarial audit of the Company has been conducted by M/s. V Kumar and AssociatesCompany Secretaries and their report on the secretarial audit for the year under review isannexed hereto is attached as ANNEXURE 'F'.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report does not contain any reservation qualification or adverseremark.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits during the financial year under review.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENT MADE UNDER 186 OF THE COMPANIES ACT2013

The Company has neither given any loan to any persons or body corporate nor given anyguarantee or provided security in connection with a loan to other body corporate orPersons. The Company has not made any investment in the purchase of shares of anyassociate Company during the year under review.

RELATED PARTY TRNSACTIONS

All the related party transactions that were entered into during the financial yearwere in the ordinary course of Company's business and on arm's length basis. There are nomaterially significant related party transactions made by the Company with the PromotersKey Management Personnel or other designated persons which may have potential conflictwith the interest of the Company at large. However the related party transactions aregiven in Note No.24.

DETAILS IN RESPECT OF ADEQUACY OF INTERIAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENT

The Company has adequate internal financial control system commensurate with the sizeof the Company and the nature of its business with regards to purchase of Fixed Assets.The activities of the Company do not involve purchase of inventories and sale of goods andservices.

For the purposes of effective internal financial control the Company has adoptedvarious procedures for ensuring the orderly and efficient conduct of its businessincluding adherence to Company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information.

To ensure adequacy of internal financial controls the procedures adopted by theCompany are based on the following parameters:

(a) Familiarity with Policies and Procedures – the related policies and proceduresand the changes thereto if any are communicated to the employees at the time of joiningand it is ensured that such person understands the policies or procedures correctly. (b)Accountability of Transactions – There is a proper delegation of authorities andresponsibilities so as to ensure accountability of anytransaction. (c) Accuracy &Completeness of Financial Statements/ Reports – For accuracy and completeness ofinformation reconciliation procedure and multiple checking at different level have beenadopted. To avoid human error computer software is extensively used. (d) Retention andFiling of Base Documents – All the source documents are properly filed and stored ina safe manner. Further important documents depending upon their significance are alsodigitized. (e) Segregation of Duties – It is ensured that no person handles all theaspects of a transaction. To avoid any conflict of interest and to ensure propriety theduties have been distributed at different levels. (f) Timeliness – It is also ensuredthat all the transactions are recorded and reported in a timely manner.

The procedures are also reviewed by the Statutory Auditors and the Directors of theCompany from time to time. There has also been proper reporting mechanism implemented inthe organization for reporting any deviation from the procedures.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend declared and paid in past years theprovisions of Section 125 of the Companies Act 2013 do not apply.

SEGMENT

The Company is engaged in the business of manufacturing of Polyester Buttons which aregoverned by the same set of risks and returns and as such are in the same segment.

RISK MANAGEMENT POLICY

At present the Company has not identified any element of risk which may threaten theexistence of the Company.

ACKNOWLEDGEMENT

Your Directors wish to place on record and acknowledge their appreciation for thecontinued support and co- operation received from Government agencies and theshareholders. Your Directors also record their appreciation for the total dedication ofemployees at all levels.

For and on behalf of the Board of Directors
FOR Niraj Ispat Industries Limited
Place: New Delhi
Date: 01.08.2017
Sd/- Sd/-
Haryant Kumar Chaudhry Chaitanya Chaudhary
Director Director
DIN: 00021795 DIN: 06813394
Address: KD-46 Kavi Nagar Address: KD-46 Kavi Nagar
Ghaziabad-201002 Uttar Pradesh Ghaziabad-201002