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Nova Iron & Steel Ltd.

BSE: 513566 Sector: Metals & Mining
NSE: NOVAIRNSTL ISIN Code: INE608C01026
BSE 00:00 | 25 May 7.18 -0.23
(-3.10%)
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NSE 05:30 | 01 Jan Nova Iron & Steel Ltd
OPEN 7.11
PREVIOUS CLOSE 7.41
VOLUME 96
52-Week high 15.50
52-Week low 6.71
P/E
Mkt Cap.(Rs cr) 26
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.11
CLOSE 7.41
VOLUME 96
52-Week high 15.50
52-Week low 6.71
P/E
Mkt Cap.(Rs cr) 26
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Nova Iron & Steel Ltd. (NOVAIRNSTL) - Director Report

Company director report

To Members

Nova Iron and Steel Limited

Registered office: Village-Dagori

Tehsil-Belha Distt.-Bilaspur Chhattisgarh

Your Directors have pleasure in presenting the 25th Annual Report together withStandalone & Consolidated Audited Accounts for the year ended 31st March 2017.

FINANCIAL HIGHLIGHTS (STANDALONE)

Particulars 2016-17 2015-16
(12 Months) (12 Months)
Grass Revenue 5342.99 1571.10
Prafit/Loss before Interest Depreciation and Tax 1053.19 112.58
Interests Financial Cost 666.26 601.38
Depreciation & Amortization 118.59 132.67
Prafit/(Loss) before Tax 268.33 -621.47
Extraordinary items - 203.17
Deferred TaxAssets (+)/Liability(-) -11.63 -26.21
Profit/(Loss) after Tax 256.70 -444.51
Net Profit/(Loss) transferred to Balance Sheet 256.70 -444.51

FINANCIAL SUMMARY

Company earned gross revenue Rs. 5342.99 lacs from operations and other income for thefinancial year under review as compared to Rs. 1571.10 lacs for the previous financialyear. Company earned profit of Rs. 256.70 lacs after tax as compared to Loss of Rs. 444.51lacs forthe previous year.

OPERATION AND FUTURE OUTLOOK

During the year the turnover of the Company is Rs. 5342.99 lacs an increase of200%overthe previous year. The growth is largely driven by sale of By-Products i.e. coal fineiron ore fines sponge iron fines and Kiln waste etc. The industry witnessed recovery insteel prices mainly driven by increase in iron ore prices improvement in underlying globaldemand.

In response to recent declines and higher volatility in steel and raw material pricesthe Company is in process to implement a number of cost-saving measures intended toimprove operating income as well as measures to enhance cash generation from the business.

CAPITAL & RESERVES

There is no change in the capital of the Company as on 31.03.2017. Company has nottransferred any amount to the General Reserve. Balance of profit has been transferred toReserve and Surplus.

DIVIDEND

In view of inadequate profit during the year Board of Directors has not recommendedDividend for distribution for the year 2016-17.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial yearended 31 st March 2017.

BOARD MEETINGS

During the financial year 2016-1705 (Five) meetings of Board of Directors of theCompany held including one Meeting of the Independent Directors.

AUDIT COMMITTEE

The composition of Audit Committee comprises 3(three) members Mr. N.AwatarIndependent Director and MrArvind Gupta Independent Director and Mr. R. R GoyalDirector. Mr. N. Awatar is Chairman of the Committee. Audit Committee have powers andauthority as provided under the provisions of Companies Act 2013 and Regulation 18 ofSEBI (LODR) Regulations 2015 in accordance with the terms of reference specified by theBoard of Directors from time to time. Board has accepted all recommendations of theCommittee made during the year. During the year 4(four) meeting of audit committee heldand committee has reviewed related party transactions periodically.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 under Companies Act 2013('Act') andrules made thereunder is at Annexure -1 attached to Board's Report.

AUDITORS

In terms of Section 139 of the Act read with the Companies (Audit and Auditors) Rules2014 M/s. Antima & Goel Chartered Accountants New Delhi statutory auditor of thecompany shall hold office till the conclusion of the ensuing Annual General Meeting (AGM)pursuant to sub section 2 of section 139oftheAct and Rule 6 ofThe Companies (Audit andAuditors) Rules 2014. M/s. Antima & Goel Chartered Accountants New Delhi areineligible for re-appointment due to expiry of the maximum permissible tenure as anAuditor of the Company.

Board recommended appointment of M/s. Mehra Goel & Co. Chartered Accountants FirmRegd. No. 000517N New Delhi as Statutory Auditor in place of M/s Antima & GoelChartered Accountants New Delhi for a term of five consecutive years to hold office fromthe conclusion of 25th Annual General Meeting till the conclusion of 30th Annual GeneralMeeting of the Company to be held in the year 2022 subject to ratification as to the re -appointment at every Annual General Meeting for approval of shareholders.

Secretarial Auditor

In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 Board at its meeting held on 30.05.2017appointed M/s Sharma Sarin & Associates Practicing Company Secretary Chandigarh asthe Secretarial Auditor of the Company to conduct the Secretarial Audit for the financialyear 31.03.2017 and to submit Secretarial Audit Report in Form No. MR-3. A copy of theSecretarial Audit Report is at Annexure-2 attached to Board Report.

Auditors' Reports

Auditors have not made any qualification/adverse remarks/observations/ disclaimer onthe Financial Statement for the year ended 31st March 2017. The observations if any areself-explanatory and calls for no comments. However the Auditor has observation thatRegistration of Freehold Land amounting to Rs. 19434130/- is pending in the name of theCompany. Company has submitted the application along with required documents with theconcerned authorities and registration is pending.

There is no qualification reservation or adverse remark made by the SecretarialAuditor in their Secretarial Audit Report for the financial year ended 31.03.2017.

COST AUDIT

Company is not required to appoint Cost Auditor since the turnover of the Company isbelow prescribed limit. However Company is maintaining Cost Records.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Company's Board is duly constituted which is in compliance with the requirements of theAct and the SEBI (LODR) Regulation 2015.

Since last Financial year the following changes have taken place in theDirectorship/KMPs of the Company.

Sh. Ravi Parkash Goyal (DIN 00006595) Non-Executive Director is due to retire byrotation at the ensuing AGM and being eligible offers himself for re-appointment. A briefprofile along with necessary disclosures of Sh. Ravi Parkash Goyal has been annexed to theNotice convening the ensuing AGM.

Mr. Narsingh Awatar Mr. Arvind Gupta and Mr. Manikam Ramchandran IndependentDirectors of the Company shall hold office till the conclusion of the ensuing AGM. Boardrecommends their re-appointment for a term of five consecutive years for approval ofshareholders.

Company has received declaration of independence from Independent Directors namely Mr.Narsingh Awatar Mr. Arvind Gupta Mr. M Ramchandran and Mrs. Sumiran Aggarwal confirmingthe requirements of Section 149(6) of the Act and rules thereunder.

None of the Directors has incurred disqualification under Section 164 of the Act orliable to cease director under section 167 of Act.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act with regard to Directors' ResponsibilityStatement your Directors hereby confirm that:

(a) In the preparation of the annual accounts for the year ended 31.03.2017 theapplicable accounting standards have been followed to the extent of its applicabilityalongwith proper explanation relating to material departures (Ind-AS is not applicable);

(b) 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 the year;

(c) The Directors have taken proper and sufficient care of the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 andsuch internal financial controls were adequate and were operating effectively.

(f) Proper systems to ensure compliance with the provisions of all applicable laws weredevised.

DIRECTOR IDENTIFICATION NUMBER (DIN)

Present Directors have obtained Director Identification Number (DIN) under DirectorIdentification Rules 2006 which is valid DIN under Companies (Appointment andQualification of Directors) Rules 2014.

NOMINATION AND REMUNERATION POLICY FOR DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHEREMPLOYEES

Board of Directors of the Company has approved a policy for nomination and remunerationfor directors KMP and other employees containing interalia criteria for determiningqualifications positive attributes independence of a director payment of Managerialremuneration and other related matters is at Annexure-3 attached to the Board's Reportwhich can be assessed at Company's weblink;http://www.novaironsteel.com/pdfs/Remuneration%20Policy. pdf.

PARTICULARS RELATING TO TECHNOLOGY ABSORPTION CONSERVATION OF ENERGY & FOREIGNEXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134(3)(m) of the Act regarding conservation of EnergyTechnology Absorption foreign exchange earnings and outgo is enclosed at Annexure - 4attached to Board's Report.

INTERNAL AUDITORS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Company has appointed M/s Rajesh Aggarwal & Associates Practicing CharteredAccountant as Internal Auditor. Internal control framework of the Company is adequate andcommensurate with the nature of the business and size of the Company. The internalauditors monitor and evaluate the efficacy and adequacy of Internal Financial Controlsystem in the company its compliance with operating system accounting procedures andpolicy. Internal Auditors submit his report to Audit committee half yearly.

PARTICULARS OF LOAN GUARANTEE INVESTMENT OR PROVIDING SECURITY

During the financial year ended 31st March 2017 Company has neither given Loan norgiven guarantee nor provided security or made investment u/s 186 of the Act. (Please refernote 11 attached to financial statements of the Company forthe year ended 31.03.2017 inrespect of investments of the Company).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review the particulars of contract and arrangement entered intoby the Company with related parties referred to in sub-section (1) of section 188 of theAct including certain contract/arrangement at arm's length are disclosed in Form No. AOC-2at Annexure - 5 attached to Board's Report. Pursuant to regulation 23(4) of SEBI (LODR)Regulation 2015 company has taken the approval of shareholders in 24th AGM for materialrelated party transactions. (Please refer note 31 of attached financial statement ofrelated party transaction under AS-18)

EMPLOYEES STOCK OPTION

Company has not issued Sweat Equity Shares or ESOP (Employees Stock Option) to itsemployees.

LISTING/DELISTING

The Equity shares of the company are listed at Bombay Stock Exchange. The Company haspaid listing fees to the Stock Exchange for the year 2016-17.

Pursuant to approval of Board of Directors in its meeting held on 08.10.2010 Companyhas filed application for delisting of shares from Delhi Stock Exchange (DSE) vide letterdated 02.06.2011. Further vide SEBI order dated 19.11.2014 DSE has been derecognized andconsequently Equity Shares of the Company stand unlisted from DSE. DSE vide letter no.DSE/LIST/8495/1953 dated 19.04.2017 has confirmed the delisting/unlisted of shares fromDSE.

BUY BACK OF SHARES

During the year Company has not made buy back of its shares nor it has given any loanfor purchase of its own shares.

MATERIAL CHANGE(S)

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this Report.

RISK MANAGEMENT POLICY

Board of Directors has adopted a Risk Management Policy/Plan for the Company wherebyrisks are broadly categorized. The Policy outlines the parameters of identificationassessment monitoring and mitigation of various risks which are key to businessobjectives which is also available at Company's weblink:http://www.novaironsteel.com/pdfs/Risk%20Management%2 0Policy.pdf.

PERFORMANCE EVALUATION OF BOARD

During the year under report Board of Directors evaluated performance of Committees andall the individual Directors including Independent Directors and concluded by affirmingthat the Board summarizing as a whole as well as all of its Directors individually andthe Committees of the Board continued to good governance and contribute its best in theoverall growth of the organisation. Independent Directors also held separate meeting toevaluate annual performance of Chairman and executive directors and expressed satisfactionon their performance.

DEPOSITS

During the year under report Company has not accepted any deposits under Chapter V ofthe Act from the public and as such no amount of principal or interest was outstanding onthe 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 engaged in Iron & Steel business which in the context of AccountingStandard -17 of Companies (Accounting Standard) Rules 2006 as amended to date isconsidered to be the only business segment. Indian Account Standard (Ind AS) notifiedrecently are not applicable.

SIGNIFICANT AND MATERIAL ORDERS

During the year there was no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.

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 -6attached to the Board' Report. During the year no employee has remuneration equal to ormore than prescribed limit under Rule 5(2) and 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 hence information under these rules betreated as NIL. Pursuant to MCA Notification dated 30.06.2016 detail of top ten employeesas attached to Board Report is at Annexure-7.

CODEOFCONDUCT

Declaration pursuant to Regulation 34(3) of SEBI (LODR) Regulations 2015 in respect ofcompliance with code of conduct by Whole Time Director/CEO is at Annexure-8 attach to theBoard Report.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Company has constituted Corporate Social Responsibility (CSR) Committee. Mr. R.P.Goyal Director Mr. H.C. Verma Whole Time Director and Mr. Narsingh Awatar IndependentDirector are members of the Committee. Mr. R.P. Goyal is the Chairman of the Committee. Onthe recommendation of CSR Committee CSR Policy of the Company has been approved by theBoard which is uploaded at Company's weblink:http://www.novaironsteel.com/pdfs/CSR%20Policy.pdf.The Annual Report on CSR activities asper Companies (Corporate Social Responsibility Policy) Rules 2014 is at Annexure -9attached to the Board's Report. Company was not required to spend any amount on CSRActivities during the year 2016-17 since company has incurred net average loss in lastthree years of the company.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

Company do not have Subsidiary or Associates company. Company has one Joint Venture. Areport on performance and financial position of Joint Venture company included in theconsolidated financial statement in form AOC-1 annexed to the Board'Report at Annexure-10.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Company has in place a composite ‘Vigil Mechanism' Policy/Whistle Blower Policyavailable to the employees and directors to blow the whistle/ highlight any fraudirregularity wrongdoing etc. which is also available at weblink:http://www.novaironsteel.com/pdfs/Vigil%20Mechanism.pdf. Audit Committee periodicallyreviewed Vigil Mechanism.

CORPORATE GOVERNANCE

A report on Corporate Governance in compliance of conditions of Corporate Governance interms of SEBI (LODR) Regulations 2015 is at Annexure-11.

A certificate of Statutory Auditors and a certificate from Whole Time Director/CEO ofthe Company is at Annexure-12 and 13 respectively attached to Board's Report in complianceof SEBI (LODR) Regulations 2015.

GENERAL

(i) ENVIRONMENT & OTHER APPLICABLE LAW

The Company is committed to the protection of environment and is not involved in anyactivity hazardous to environment. The Company adheres to the provisions of the applicableprovisions of environment laws.

(ii) HEALTH & SAFETY

In order to build a sustainable work place environment a common health and safetymanagement system is being implemented. All efforts are being made to enhance safetystandards 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 theFinancial Year 2016-17 the Company has received no complaints of sexual harassment sincethere is no female employee.

(iv) INDUSTRIAL RELATIONS

Relations between the Management and its Employees/ Workmen have been cordial andmanagement expressed their appreciation for the co-operation and dedication of theemployees/workmen at all levels of the Company.

ACKNOWLEDGEMENTS

Your Directors convey their sincere thanks to the Bankers various departments inCentral and State Governments and all others associated with the Company for theirco-operation continued support and confidence reposed by them in the Company.

For and on behalf of the Board
(Sanjay Singal)
Place: New Delhi Chairman
Date: 12.08.2017 DIN:00006579

ANNEXURE 3

NOMINATION AND REMUNERATION POLICY (FOR THE DIRECTORS KEY MANAGERIAL PERSONNEL ANDOTHER EMPLOYEES)

1. Regulatory Requirement

Pursuant Section 178 and other applicable provisions of Companies Act 2013 (Act) andrules made thereunder and SEBI (LODR) Regulations 2015 the Nomination and RemunerationCommittee ("Committee") shall formulate the criteria for determiningqualifications positive attributes and independence of a director and recommend to theBoard a policy relating to the remuneration for the directors key managerial personneland other employees.

The Policy has been framed by the Nomination and Remuneration Committee of the Board ofDirectors and based on its recommendation approved by the Board of Directors of theCompany. The policy may be reviewed by the Nomination and Remuneration Committee of theBoard of Directors.

2. Purpose

Remuneration Policy ("Policy") provides a framework for remuneration to bepaid to the members of the Board of Directors ("Board") and Key ManagerialPersonnel ("KMP") of the Company (collectively referred to as"Executives"). The expression KMP shall have the same meaning as defined underthe provisions of Act. The Policy also provides a framework for identification of personswho are qualified to become directors.

3. Objectives

3.1 The remuneration policy seeks to enable the company to provide a well-balanced andperformance-related compensation package taking into account shareholder interestsindustry practices and relevant Indian corporate regulations.

3.2 The remuneration policy will ensure that the interests of Executives are alignedwith the business strategy and risk tolerance objectives values and long-term interestsof the company and will be consistent with the "pay-for-performance" principle.

3.3 The remuneration policy will ensure that remuneration to Executives involves abalance between fixed pay and incentive (by way of increment/bonus/ promotion/any otherform) reflecting short and long-term performance objectives appropriate to the working ofthe company and its goals.

4. Principles of Remuneration and Criteria for determining Remuneration

4.1 The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors and KMP of the quality required to run the companysuccessfully;

4.2 Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

4.3 Remuneration to directors key managerial personnel and senior management involvesa balance between short and long term performance objectives appropriate to the working ofthe company and its goals

The criteria for determining the remuneration shall be broadly guided by:

4.4 Skills

4.5 Requisite qualification commensurate with the Job profile

4.6 characteristics and

4.7 experience in business government academics technology human resources socialresponsibilities finance law etc. and in such other areas as may be considered relevantor desirable to conduct the Company's business in a holistic manner and as may be decidedby Committee.

4.8 Director should possess high level of personal and professional ethics integrityand values. They should be able to balance the legitimate interest and concerns of all theCompany's stakeholders in arriving at decisions rather than advancing the interests of aparticular constituency.

4.9 Directors must be willing to devote time and energy in carrying out their dutiesand responsibilities effectively. They must have the aptitude to critically evaluatemanagement working.

4.10 In case of other employees otherthan director KMP the criteria will be decidedby the HR department.

5. Remuneration to Executives

5.1 Executives may be paid remuneration byway of fixed salary and allowances as perCompany rules subject to the provisions of Companies Act 2013

5.2 Personal benefits Executives may have access to benefits/perquisites as per therules and regulations of the Company. Executives may also be entitled to retirementbenefits such as provident fund gratuity and/or such other benefits as per the rules ofthe Company.

5.3 The Remuneration of other employees other than Executives will be decided by the HRdepartment of the Company in accordance with the skill qualification and etc.

6. Remuneration to non-executive Directors

6.1 Non - Executive Directors may be paid remuneration by way of sitting fee andreimbursement of expenses for participation in the Board and other meetings and commissionand/or such other payments as may be permitted by the law applicable to such payments.Such payments shall be subject to the provisions of Companies Act 2013.

7. Amendments to this Policy

The Nomination and Remuneration Committee is entitled to amend this policy includingany amendment or discontinuation of one or more incentive programs introduced inaccordance with this Policy.

ANNEXURE- 4

INFORMATION AS PER SECTION 134(3) (M) OF COMPANIES ACT 2013 AND FORMING PART OF THEDIRECTORS'

REPORT FOR THE YEAR ENDED 31 ST MARCH 2017

CONSERVATION OF ENERGY:

1 Steps taken or impact on conservation of energy All business units are continuously putting in their efforts to improve energy usage efficiencies and increase contributions from renewable sources of energy. Energy saving initiatives throughout the plants helped the Company in reducing energy cost.
2 Steps taken by the company for utilizing alternate sources of energy Use of natural light by placing transparent roof and side glass windows in day time for panel manufacturing unit to reach green building concepts
3 Capital investment on energy conservation equipments Nil

TECHNOLOGY ABSORPTION ADAPTATION & INNOVATION:

1. Efforts in brief made towards technology absorption adaptation and innovation. In the past five years no new technology has been adopted
2. Benefits derived as a result of above efforts e.g. product improvement cost reduction product development import substitution etc. Not Applicable
3. In case of import technology (imported during the last 5 years reckoned from the beginning of the financial year) following information may be furnished.
a. Technology Imported Not Applicable
b. Year of Import Not Applicable
c. Has Technology been fully absorbed. Not Applicable
^ If not fully absorbed areas where this has not taken place reason there of and future plan of action. Not Applicable

FOREIGN EXCHANGE EARNINGS AND OUTGO:

1 The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows. Presently Company is not exporting its products in international market.
Used : NIL

Earned : Rs. 382.24 lacs

 

(Sanjay Singal)
Place: New Delhi Chairman
Date: 12.08.2017 DIN: 00006579

ANNEXURE- 5

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm'slength transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis

S.N Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Duration of contracts / arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Justification for entering into such contracts or arrangements or transactions Date(s) of approval by the Board Amount paid as advances if any Date on which the special resolution was passed in general meeting as required under first proviso to section 188
a b c d e f 9 h
Not Applicable

2. Details of material contracts or arrangements or transactions at arm's length basis

Sr. No. Particulars Detail
(a) Name(s) of the related party and nature of relationship Bhushan Power & Steel Limited Common Director holding more than 2% of paid up capital
(b) Nature of contracts / arrangements / transactions Sale/Purchase/Arrangements
(c) Duration of the contracts/arrangements/transactions running contract normally for one year
(d) Salient terms of the contracts or arrangements or transactions including the value if any At market price as applicable to non related customers. Rs. 560 crore
(e) Date(s) of approval by the Board if any 30.05.2016
(f) Amount paid as advances if any Nil

 

(Sanjay Singal)
Place: New Delhi Chairman
Date: 12.08.2017 DIN: 00006579

ANNEXURE- 6

DETAILS PURSUANT TO THE PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT 2013 READWITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2014

Relevant clause u/r 5(1) Prescribed Requirement Particulars
0) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year Ratio of the remuneration of Shri Hardev Chand Verma Whole Time Director to the median remuneration of the employees - 12.91:1
(ii) The percentage increase in remuneration of each Director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year Nil
(iii) The percentage increase in the median remuneration of employees in the financial year Nil
(iv) The number of permanent employees on the rolls of Company 247
(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration Average increase in remuneration of Managerial Personnel (except WTD)- nil -Average increase in remuneration of employees other than the Managerial Personnel - nil
(Vi) Affirmation that the remuneration is as per the remuneration policy of the company The remuneration Is as per the Nomination and Remuneration Policy for the Directors Key Managerial Personnel and Other Employees of the Company formulated pursuant to the provisions of section 178 of the Companies Act 2013.

ANNEXURE-7

Pursuant to Rule 5(2) of Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 Detail of top tenemployees in terms of Remuneration drawn

Name Salary Per month In Rs. Designation Nature of employ ment whether contractual or otherwise qualification and experience of the employee date of commence ment of employment the age of such employ ee the last employment held by such employee before joining the company the percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub- rule (2) above and Whether any such employee is a relative of any director or manager of the company and if so name of such director or manager.
Mr. Jyoti Shankar Sahay 1 60 000 E.D. Contractual B.Sc. (Mechanical) 05.09.2011 65 Bhushan Power & Steel Ltd NIL N.A.
Mr. H.C. Verma 1 25 000 Director Contractual Graduation 30.05.2014 65 Bhushan Power & Steel Ltd NIL N.A.
Mr. Naresh Kumar 70180 A.G.M. Contractual Diploma (Mechanical) 15.07.2008 40 Bhushan Power & Steel Ltd NIL N.A.
Mr. Shrawan Kumar Kumbhkar 65 000 Manager Contractual Diploma (Electrical) 05.06.2014 37 Bhushan Power & Steel Ltd NIL N.A.
Mr. Anil Kumar Sharma 52 650 A.G.M. Contractual M.Sc. (Chemistry) 29.09.2011 51 Bhushan Power & Steel Ltd NIL N.A.
Mr. S K Chatterjee 47 456 Sr.Manager Contractual M.Sc. (Chemistry) 19.07.2011 47 Ind Synergy Ltd (Raigarh) NIL N.A.
Mr. Dineswar Singh 44165 Dy.Manager Contractual Diploma (Electrical) 10.04.2012 41 Raipur Power & Steel Ltd (Durg) NIL N.A.
Mr. Surendra Ku .Verma 44 020 Sr.Manager Contractual B.Sc.(PCB) 01.12.2014 45 Bhushan Power & Steel Ltd NIL N.A.
Mr. Ajoy Shah 42 350 Manager Contractual C.A. 06.04.2012 35 Vidya & Co. (Kolkata) NIL N.A.
Mr. Mohit Ghai 40 700 Dy.Manager Contractual B.Tech (Mechanical) 28.07.2012 32 ISGEC (Noida) NIL N.A.

Annexure- 8

Declaration Regarding Compliance by Board Members and Senior Management Personnel withthe Code of Conduct

I hereby confirm that the Company has received declaration of Compliance of Code ofConduct as applicable to them from the senior management personnel of the Company and theMembers of the Board in respect of the Financial Year ended 31 st March 2017.

ANNEXURE-10

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014).

Statement containing salient features of the financial statement of subsidiaries orassociate companies or joint ventures

Part A Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Company has no subsidiary hence the information under this part is - NIL

Part B Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

Name of Joint Venture Bijahan Coal Private Limited
1. Latest audited Balance Sheet date 31-03-2017
2. Date on which the Joint Venture was associated or acquired 04-05-2015
3. Share of Joint Venture held by the company on the year end
No. 500
Amount of Investment in Joint Venture 5000
Extent of Holding (in percentage) 5%
4. Description of how there is significant influence Joint Control
5. Reason why the Joint venture is not consolidated N.A.
6. Networth attributable to shareholding as per latest audited Balance Sheet 3157.05
7. Loss for the year (25761.00)
i. Considered in Consolidation (25761.00)
ii. Not Considered in Consolidation NIL

1. Names of associates or joint ventures which are yet to commence operations - BijahanCoal Private Limited

2. Names of associates or joint ventures which have been liquidated or sold during theyear - Nil

For Antima & Goel
Chartered Accountants
Firm Regd. No.009062N
(R.B. Goel) (H.C. Verma) (R.P.Goyal)
Partner Whole Time Director Director
Membership No.086862 DIN00007681 DIN00006595
Place: New Delhi (Ajoy Shah) (Dheeraj Kumar)
Date: 12.08.2017 Chief Financial Officer Company Secretary

Annexure 12

CERTIFICATE

(Under Schedule V(E) of the SEBI (LODR) Regulations 2015

To the Members of Nova Iron & Steel Limited

We have examined the relevant records of Nova Iron & Steel Limited for the purposeof certifying the compliances of conditions of Corporate Governance as stipulated in SEBI(LODR) Regulations 2015 for the year ended 31 st March 2017.

The compliance of conditions of Corporate Governance is the responsibility of theManagement. Our examination was limited to procedures and implementation thereof adoptedby the Company for ensuring the compliance of the conditions of Corporate Governance.

In our opinion and to the best of our information and according to the explanationsgiven to us the Company has complied with the conditions of Corporate Governance asstipulated in SEBI (LODR) Regulations 2015 for the year ended 31 st March 2017.

For Antima & Goel
Chartered Accountants
Sd /-
(R.B. Goel)
Place: New Delhi Partner
Dated: 12.08.2017 Membership Number: 086862

Annexure-13

CERTIFICATION OF WHOLE TIME DIRECTOR AND CFO

(Under Regulation 17(8) of SEBI (LODR) Regulations 2015

Date: 12.08.2017

To

The Board of Directors

Nova Iron & Steel Limited

We hereby Certify that -

We have reviewed the financial statements and the cash flow statement for the year2016-17 and to the best of our knowledge and belief:

• These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading;

• These statements together present a true and fair view of the Company's affairsand are in compliance with existing accounting standards applicable laws and regulations;

b. to the best of our knowledge and belief no transactions entered into by the Companyduring the year 2016-17 are fraudulent illegal or violative of the Company's code ofconduct;

c. We accept responsibility for establishing and maintaining internal controls and haveevaluated the effectiveness of the internal control systems of the Company and havedisclosed to the auditors and the Audit Committee deficiencies if any in the design oroperation of the internal control of which we are aware of and steps have taken orpropose to take to rectify these deficiencies.

d. We have also indicated to the Auditors and the Audit Committee-

• There has not been any Significant changes in internal control over thefinancial reporting during the year

• There has not been any Significant changes in accounting policies during theyear except in respect of depreciation and the same have been disclosed in the notes tothe financial statements; and

• Instances of significant fraud of which I have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompany's internal control system over the financial reporting.

Ajoy Shah H.C. Verma
Chief Financial Officer Whole Time Director
DIN 00007681