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Nova Iron & Steel Ltd.

BSE: 513566 Sector: Metals & Mining
NSE: NOVAIRNSTL ISIN Code: INE608C01026
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VOLUME 25
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P/E
Mkt Cap.(Rs cr) 48
Buy Price 0.00
Buy Qty 0.00
Sell Price 13.36
Sell Qty 75.00
OPEN 13.36
CLOSE 12.75
VOLUME 25
52-Week high 20.30
52-Week low 7.80
P/E
Mkt Cap.(Rs cr) 48
Buy Price 0.00
Buy Qty 0.00
Sell Price 13.36
Sell Qty 75.00

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

Company director report

To Members

Your Directors have pleasure in presenting the 24th Annual Report together with AuditedAccounts for the year ended 31 st March2016.

FINANCIAL HIGHLIGHTS

(Rs.in Lacs)
Particulars 2015-16 (12 Months) 2014-15 (12 Months)
Gross Revenue 1571.10 930.44
Profit/Loss before InterestDepredation and Tax -112.58 -29.95
Interest & Financial Cost 601.38 601.05
Depreciation & Amortization 132.67 169.45
Profit/(Loss) before Tax -621.47 -800.45
Extraordinary items 203.17 591.00
Deferred TaxAssets (+)/Liability(-) -26.21 10.21
Profit/(Loss) after Tax -444.51 -199.24
Net Loss transferred to Balance Sheet -444.51 -199.24

FINANCIAL SUMMARY

Company earned gross revenue from operations and other income for the financial yearunder review Rs.1571.10 lacs as compared to Rs.930.44 lacs for the previous financialyear.Company incurred loss of Rs.444.51 lacs as compared to Loss of Rs.199.24 lacs fortheprevious year.

OPERATION AND FUTURE OUTLOOK

During the year under reviewinstallation of 12 MW Waste Heat Recovery Based (WHRB)Power Plant and Induction Furnace has been completed.Plant operations of 500 TPD SpongeIron Plant restarted.Unavailability of coal due to cancellation of coal blocks pursuant toorder of Supreme Court of India vide its judgement dated 25.08.2014 and 24.09.2014 anddelay in E-auction of coal blocks caused lower capacity utilization in the 2015-16 andsqueezed the margins.Availability of higher grade quality of iron ore at higher prices hasaffected profit.In the current market condition to compete in the marketinstallation ofcaptive power plant for continuous power supplyutilisation of waste heat of kilns formaximize production capacity utilizationinstallation of furnaceis needed to produce costeffective sponge iron.

The MMDR Amendment Act2015 & dispensed with the Central Government Approval andStates are empowered to execute prospecting license or mining leases where there is letterof intent.Remaining minis will be allocated through E-Auction.The demand of sponge iron inthe market also remained low because of higher cost of production resulting into lowersales and import of steel at lower rates.Power supply from the state government remainedirregular.The installation of 12 MW waste heat recovery based (WHRB) power plan iscompleted and expected to be commenced in this year.This will not only save high powercost but also allow the company to sell the excess power through open access there bygenerating extra revenue.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial yearended 31 st March2016.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is at Annexure -1 to Board’sReport.

BOARD MEETINGS

During the financial year 2015-16the Board of Directors of the Companymet 06 (Six)times on 02.04.201521.04.2015 30.05.2015 12.08.201513.11.2015 and 11.02.2016.Further aseparate Meeting of the Independent Directors was also held on 11.02.2016whereat theprescribed items enumerated under Schedule IV to the Companies Act2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations2015 were discussed.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of Companies Act2013with regard to Directors’Responsibility Statementyour Directors hereby confirm that:

(i) in the preparation of the annual accountsthe applicable accounting standards havebeen followed alongwith proper explanation relating to material departures;

(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 the year;

(iii) the Directors have taken proper and sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) the internal financial controls to be followed by the company were laid down andsuch internal financial controls were adequate and were operating effectively.

(vi) proper systems to ensure compliance with the provisions of all applicable lawswere devised.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Company has received declaration of independence from Independent Directors namelyMr.Narsingh AwatarMr.Arvind GuptaMr.M Ramchandran and Mrs.Sumiran Aggarwal confirmingthe requirements of Section 149(6) of the Companies Act2013 and rules thereunder.

(b) Since last Annual General Meeting there is following changes have taken place inthe Directorship / KMPs of the Company.

In accordance with the provisions of Articles of Association of the Company andprovisions of Companies Act2013Mr.Aniket Singal (DIN03478511) Director retires byrotation and being eligible has offered himself for re-appointment.None of the Directorshas incurred disqualification under Section 164 of the Companies Act2013.During theyearthere is no change in KM P.

CODE OF CONDUCT

Declaration pursuant to Regulation 34(3) of SEBI (LODR) Regulations2015 in respect ofcompliance with code of conduct by Whole Time Director/CEO is at Annexure-9.

DIRECTOR IDENTIFICATION NUMBER (DIN)

Present Directors have obtained Director Identification Number (DIN) under DirectorIdentification Rules2006 which is valid DIN under Companies (Appointment andQualification of Directors) Rules2014.

NOMINATION AND REMUNERATION POLICY FOR DIRECTORSKEY MANAGERIAL PERSONNEL AND OTHEREMPLOYEES

Board of Directors of the Companyapproved a policy for nomination and remuneration fordirectorsKMP and other employees containing interalia criteria for determiningqualificationspositive attributesindependence of a directorpayment of Managerialremunerationand other related matters is annexed at Annexure-2 of Board's Reportwhich canbe assessed at our weblink; http: //www.novaironsteel.com/pdfs/Remuneration%20Policy.pdf.

AUDIT COMMITTEE

The composition of Audit Committee comprises3(three) membersMr.N.AwatarIndependentDirector and Mr Arvind GuptaIndependent Director and Mr.R.P.GoyalDirector.Mr.N.Awatar isChairman of the committee.Audit Committee have powers and authority as provided under theprovisions of Companies Act 2013 and SEBI (LODR) Regulation 2015 in accordance with theterms of reference specified by the Board of Directors from time to time.Board hasaccepted all recommendations of the Committee made during the year.

AUDITORS

M/sAntima & GoelChartered AccountantsNew Delhi (Regd.No.009062N)StatutoryAuditors have been appointed for period of three years in the 22nd AGM held on 27.09.2014and hold office till the conclusion of the 25th Annual General Meeting of the Company tobe held in the year 2017subject to ratification of their appointment at every AnnualGeneral Meeting.Statutory Auditors have confirmed their eligibility u/s 139 of the Act tocontinue as Auditors of the Company.

AUDITORS’ REPORT

Auditors have not made any qualification/adverse remarks /observations/ disclaimer onthe Financial Statement for the year ended 31st March 2016.The observationsif anyareself-explanatory and calls for no comments.Howeverthe Auditor has observation thatRegistration of Freehold Land amounting to Rs.19434130/- is pending in the name of theCompany.It is for the information of Members that Company has submitted the requireddocuments with the concerned authorities and registration is pending.

COST AUDIT

Rule 4(2) of Cost Audit Rules 2014 is not applicable on the Company as notified videnotification dated 31.12.2014 since overall annual turnover of the Company from all itsproducts and services during the year is less then Rs.100 crorehence company is notrequired to appoint Cost Auditors.

SECRETARIAL AUDIT

M/s Sharma Sarin & Associates who were appointed as secretarial auditors of theCompany for the Financial year 2015-16 after conducting the Secretarial Audit has givenSecretarial Auditor’s Report in form MR-3 and is annexed as Annexure-3 to the BoardReport.There are no qualificationsreservations or adverse remarks made by SecretarialAuditors in their Report.

PARTICULARS RELATING TO TECHNOLOGY ABSORPTIONCONSERVATION OF ENERGY & FOREIGNEXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134(3)(m) of Companies Act2013 regarding conservationof EnergyTechnology Absorptionforeign exchange earnings and outgo is enclosed atAnnexure- 4 to the Board’s Report.

INTERNAL AUDITORS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Company has appointed M/s Rajesh Aggarwal & AssociatesChartered Accountant asInternal Auditor for the F.Y.2015-16.Internal control framework of the Company is adequateand commensurate 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 companyits compliance with operating systemaccounting procedures andpolicy.Internal Auditors submit his report to Audit committee periodically.

PARTICULARS OF LOANGUARANTEE OR INVESTMENT UNDER SECTION 186

During the financial year ended 31st March2016Company has neither made Loan nor givenguarantees nor provided security u/s 186 of the Act.The Company has made investment duringthe year.The particular of investment made by the company are furnished in note 11attached to financial statements of the Company in respect of investments of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENT S WITH RELATED PARTIES

The particulars of contract and arrangement entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act2013 includingcertain contract/arrangement at arm's length are disclosed in Form No.AOC-2 at Annexure -5 to Board’s Report.

CAPITAL & RESERVES

There is no change in the capital of the Company as on 31.03.2016. Company has nottransferred any amount to the General Reserve.

DIVIDEND

In view of losses incurred during the yearBoard of Directors has not recommendedDividend for distribution for the year 2015-16.

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 2015-16.Pursuant to approval of Boardof Directors in its meeting held on 08.10.2010Company has filed application for delistingof shares from National Stock Exchange vide letter dated 27.10.2010 and from Delhi StockExchange vide letter dated 02.06.2011.Further Delhi Stock Exchange has also beenderecognized under SEBI order dated 19.11.2014.The Equity shares of the Company has beendelisted from National Stock Exchange of India w.e.f.04.07.2016 vide NSE letterno.NSE/LIST/77956 dated 27.06.2016.

BUY BACK OF SHARES

During the yearCompany has not made buy back its shares nor it has given any loan forpurchase 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 theCompanywherebyrisks are broadly categorized.The Policy outlines the parameters ofidentificationassessmentmonitoring and mitigation of various risks which are key tobusiness objectives which is also available at weblink: http: //www.novaironsteel.com/pdfs/ Risk % 20 Management % 2 0Poiicy.pdf.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Being listed companythe Board of Directors of your Companyhas constituted CSRCommittee (for composition of committee please refer Corporate Governance Report attachedto Board’ Report).On the recommendation of CSR CommitteeCSR Policy of the Companyhas been approved by the Board which is available on our weblink: http://www.novaironsteel.com/pdfs/CSR%20Policy.pdf.The Annual Report on CSR activities as perCompanies (Corporate Social Responsibility Policy) Rules2014 is at Annexure -6 to theBoard Report.Company has not spent any amount since net average net profit of the lastthree years of the company is negative.

SUBSIDIARIESJOINT VENTURES OR ASSOCIATE COMPANIES

During the year M/s Bijahan Coal Private Limited become Joint

Venture and M/s Prudent Transport Private Limited ceased to be an Associate.A report onperformance and financial position of Joint Venture company included in the consolidatedfinancial statement is presented in a separate section in this annual report.Company donot have Subsidiary or Asociates.Please refer AOC-1 annexed to the financial statement inthe Annual Report as Annexure-10.

PERFORMANCE EVALUATION OF BOARD

During the year Board of Directors evaluated performance of its ownCommittees and allthe individual Directors including Independent Directors and concluded by affirming thatthe Board summarizing as a whole as well as all of its Directorsindividually and theCommittees of the Board continued to good governance and contribute its best in theoverall growth of the organisation.Independent directors also held separate meeting toevaluate performance of Chairman and executive directors and expressed satisfaction ontheir performance.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

SEGMENT REPORTING

The Company is engaged in Iron & Steel businesswhich in the context of AccountingStandard -17 of Companies (Accounting Standard) Rules2006 as amended to date isconsidered only business segment.

MATERIAL ORDERS

There was no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company’s operations in future.

PARTICULARS RELATING TO EMPLOYEES

Details pursuant to section 197(12) of the Companies Act2013 read with Rule 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules2014 is at Annexure-7 of Board’ Report.During the year no employee has remuneration equal to or morethan prescribed limit under Rule 5(2) and 5(3) of Companies (Appointment and Remunerationof Managerial Personnel) Rules2014hence information under these rules be treated asNIL.Pursuant to MCA Notification dated 30.06.2016 detail of top ten employees enclosedasAnnexure-8

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM /WHISTLE BLOWER POLICY FOR DIRECTORS ANDEMPLOYEES

Company has in place a composite ‘Vigil Mechanism’ Policy/Whistle BlowerPolicy available to the employees and directors to blow the whistle/ highlight anyfraudirregularitywrongdoing etc.which is also available at weblink: http://www.novaironsteel.com/pdfs/Vigil%20Mechanism.pdf.

CORPORATE GOVERNANCE

A report on Corporate Governance is At Annexure-11 and a certificate of StatutoryAuditors and a certificate from Whole Time Director and CEO of the Company regardingcompliance of conditions of Corporate Governance in terms of SEBI (Listing Obligations andDisclosures Requirements) Regulations2015 is at Annexure-12 and 13 respectively toBoard's Report.

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 environmenta 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 ouroperations.

(iii) SEXUAL HARASSMENT OF WOMEN

The Company has zero tolerance towards sexual harassment at the workplace.During theFinancial Year 2015-16the 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 Bankersvarious departments inCentral and State Governments and all others associated with the Company for theirco-operationcontinued support and confidence reposed by them in the Company.

For and on behalf of the Board
(Sanjay Singal)
Place: New Delhi Chairman
Date: 12.08.2016 DIN=00006579

ANNEXURE 2

REMUNERATION POLICY (FOR THE DIRECTORSKEY MANAGERIAL PERSONNAL AND OTHER EMPLOYEES)

1. Regulatory Requirement

Pursuant Section 178 and other applicable provisions of Companies Act2013(Act) andrules made thereunder and SEBI (LODR) Regulations 2015the Nomination and RemunerationCommittee ("Committee") shall formulate the criteria for determiningqualificationspositive attributes and independence of a director and recommend to theBoard a policyrelating to the remuneration for the directorskey managerial personnel andother employees.

The Policy has been framed by the Nomination and Remuneration Committee of the Board ofDirectors and based on its recommendationapproved 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 packagetaking into account shareholderinterestsindustry 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 toleranceobjectivesvalues and long-term interests ofthe 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 toattractretain 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 directorskey managerial personnel and senior management involves abalance 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 qualificationcommensurate with the Job profile

4.6 characteristics and

4.7 experience in businessgovernmentacademicstechnologyhuman resourcessocialresponsibilitiesfinancelaw etc.and in such other areas as may be considered relevant ordesirable to conduct the Company's business in a holistic manner and as may be decided byCommittee.

4.8 Director should possess high level of personal and professional ethicsintegrityand values.They should be able to balance the legitimate interest and concerns of all theCompany's stakeholders in arriving at decisionsrather 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 other than directorKMPthe criteria will be decided bythe HR department.

5. Remuneration to Executives

5.1 Executives may be paid remuneration by way of fixed salary and allowances as perCompany rules subject to the provisions of Companies Act2013

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 fundgratuity and/or such other benefits as per the rules ofthe Company.

5.3 The Remuneration of other employee other than Executives will be decided by the HRdepartment of the Company in accordance with the skillqualification 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.Suchpayments shall be subject to the provisions of Companies Act2013.

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-3

Form No.MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH2016

[Pursuant to section 204(1) of the Companies Act2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules2014]

To

The Members

NOVAIRON AND STEEL LIMITED

I/We have conducted the Secretarial Audit of the Compliance of applicable statutoryprovisions and the adherence to good corporate practices by NOVA IRON AND STEELLIMITED.Secretarial Audit was conducted in a manner that provided us a reasonable basisfor evaluating the Corporate conducts/Statutory Compliances and expressing our opinionthereon.

Based on our verification of the NOVA IRON AND STEEL LIMITEDBooksPapersMinuteBooksForms and Returns filed and other records maintained by the Company and also theinformation provided by the Companyits officersagents and authorized representativesduring the conduct of Secretarial AuditWe hereby report that in our opinionthe Companyhasduring the Audit period covering the Financial Year ended on 31st March2016 compliedwith the Statutory Provisions Listed hereunder and also that the Company has properBoard-processes and Compliance-Mechanism in place to the extentin the manner and subjectto the Reporting made hereinafter:

We have examined the BooksPapersMinute BooksForms and Returns filed and otherrecords maintained by NOVA IRON AND STEEL LIMITED for the Financial Year ended on 31 stMarch2016according to the Provisions of:

(i) The Companies Act2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act1956 ('SCRA') and the rules madethereunder;

(iii) The Depositories Act1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act1999 and the rules and regulations made thereunderto the extent of Foreign Direct InvestmentOverseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act1992 ('SEBI Act'): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations2011;

(b) The Securities and Exchange Board of India (Prohibition of InsiderTrading)Regulations1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities)Regulations1998;

(vi) Other laws as may be applicable specifically to the Company: -

(i) The Electricity Act2003;

(ii) THE LIMESTONEAND DOLOMITE MINES LABOUR WELFARE FUND ACT1972

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Stock Exchange(s)ifapplicable;

During the period under review the Company has complied with the provisions of theActRulesRegulationsGuidelinesStandardsetc.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive DirectorsNon-Executive Directors and Independent Directors.Including the WomenDirector who was appointed on 02.04.2015.The changes in the Composition of the Board ofDirectors that took place during the period under review were carried out in Compliancewith the Provisions of the Act.

Adequate notice is given to all Directors to Schedule the Board MeetingsAgenda anddetailed notes on Agenda were sent at least seven days in advanceand a system exists forseeking and obtaining further information and clarifications on the Agenda items beforethe meeting and for meaningful participation at the meeting.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure Compliancewith Applicable LawsRulesRegulations and Guidelines.

We further report that during the audit period the Company has not done any of thefollowing activities:

(i) Public/Right/Preferential issue of shares / debentures/sweat equityetc.

(ii) Redemption / buy-back of securities.

(iii) Major decisions taken by the members in pursuance to section 180 of the CompaniesAct2013.

(iv) Merger/amalgamation/reconstructionetc.

(v) Foreign technical collaborations.

For Sharma Sarin & Associates
PARTNER
Place: Chandigarh P.D.SHARMA
Date: 12.08.2016 FCS 2285CP No.2692

ANNEXURE- 4

INFORMATION AS PER SECTION 134(3) (M) OF COMPANIES ACT2013 AND FORMING PART OF THEDIRECTORS'

REPORT FOR THE YEAR ENDED 31MARCH 2016

CONSERVATION OF ENERGY:

Steps taken or impact on conservation of 1 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:

Efforts in brief made towards technology absorptionadaptation and innovation. In the past five years no new technology has been adopted
Benefits derived as a result of above efforts e.g.product improvementcost reductionproduct developmentimport substitution etc. Not Applicable
_ 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
d If not fully absorbedareas 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: Rs.24.18 Lacs Earned: Rs.NIL

 

(Sanjay Singal)
Place: New Delhi Chairman
Date: 12.08.2016 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) Rules2014)

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 Act2013 including certain arm’slength transactions under third provisothereto

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

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 valueif any Justification for entering into such contracts or arrangements or transactions Date(s) of approval by the Board Amount paid as advancesif 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 g H

Not Applicable

2.Details of material contracts or arrangements or transactions at arm’s lengthbasis

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
(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 valueif any At market price as applicable to non related customers.
(e) Date(s) of approval by the Boardif any 02.04.201521.04.201512.08.201513.11.2015 and 11.02.2016
0 Amount paid as advancesif any Nil

 

(Sanjay Singal)
Place: New Delhi Chairman
Date: 12.08.2016 DIN: 00006579

ANNEXURE- 6

ANNUAL REPORT ON CSR PURSUANT TO RULES 8 & 9 OF COMPANIES

(CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES2014

Particulars Remarks
A brief outline of the company’s CSR policy including overview of projects or programme 1 proposed to be undertaken and a reference to web-link to CSR policy and projections or programme. CSR policyreflecting ethos of the companybroad areas interest and overview of activitiesproposes rural focus and woman empowerment can be reached at http: //www.novaironsteel.coma/pdfs/csr%/20policy.pdf Policy state the list of activities/projects undertaken/to be undertaken in future.
The composition of the CSR Committee Constitution of the Committee comprises One independent director and two executive directors
Average Net Profit of the company for the last 3 three financial years Loss of Rs.-239.87 lacs (Calculated in accordance with section 198 of the Act)
Prescribed CSR expenditure (2% of the amount as in item 3 above) Nil.
5 Details of CSR spent for the financial year total amount to be spent for the a financial year Nil
b amount spentif any. Nil
Manner in which the amount spent c during the financial year is detailed below N.A.
In case the company has failed to spend the 2% of Average Net Profit (INR) of last 3 6 financial yearsthe company shall provide the reasons for not spending the amount in its board report As per Sr.No.3 no amount was legally required to be spent.Otherwise Company being in loss could not do much in CSR activities.
A responsibility statement of the CSR Committee that the implementation and 7 monitoring of CSR Policyis in compliance with CSR objectives and Policy of the Company The members of the CSR Committee declare that company has formulated CSR policy in compliance with CSR objectives and Policy of the Company.However during the year due to losses incurred no major CSR activity was undertaken.

 

For Nova Iron and Steel Limited
(Sanjay Singal)
Place: New Delhi (R.P.Goyal) Chairman
Date: 12.08.2016 Chairman (CSR Committee) DIN: 00006579
DIN 00006595

ANNEXURE- 7

DETAILS PURSUANT TO THE PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT2013 READWITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES2014

Relevant clause u/r5(1) Prescribed Requirement Particulars
(i) 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 VermaWhole Time Director to the median remuneration of the employees - 12.24: 1
(ii) The percentage increase in remuneration of each DirectorChief Financial OfficerChief Executive OfficerCompany Secretary or Managerif anyin 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 264
(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 Manage rial 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 DirectorsKey Managerial Personnel and Other Employees of the Companyformulated pursuant to the provisions of section 178 of the Companies Act2013.

 

(Sanjay Singal)
Place: New Delhi Chairman
Date: 12.08.2016 DIN: 00006579

ANNEXURE-8

Pursuant to Rule 5(2) of Companies

(Appointment and Remuneration of Managerial Personnel) Rules2014

Detail of top ten employees 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 subrule (2) above and Whether any such employee is a relative of any director or manager of the company and if soname of such director or manager.
Mr.Jyoti Shankar Sahay 1 60 000 E.D. Perma nent B.Sc. (Mechanical) 05.09.2011 65 Bhushan Power & Steel Ltd NIL N.A.
Mr.H.C.Verma 1 25 000 Director Perma nent Graduation 30.05.2014 65 Bhushan Power & Steel Ltd NIL N.A.
Mr.Naresh Kumar 70180 A.G.M. Perma nent Diploma (Mechanical) 15.07.2008 40 Bhushan Power & Steel Ltd NIL N.A.
Mr.Shrawan Kumar Kumbhkar 65 000 Manager Perma nent Diploma (Electrical) 05.06.2014 37 Bhushan Power & Steel Ltd NIL N.A.
Mr.Anil Kumar Sharma 52 650 A.G.M. Perma nent M.Sc. (Chemistry) 29.09.2011 51 Bhushan Power & Steel Ltd NIL N.A.
Mr.S K Chatterjee 47 456 Sr.Manager Perma nent M.Sc. (Chemistry) 19.07.2011 47 Ind Synergy Ltd (Raigarh) NIL N.A.
Mr.Dineswar Singh 44165 Dy.Manager Perma nent Diploma (Electrical) 10.04.2012 41 Raipur Power & Steel Ltd (Durg) NIL N.A.
Mr.Surendra Ku.Verma 44 020 Sr.Manager Perma nent B.Sc.(PCB) 01.12.2014 45 Bhushan Power & Steel Ltd NIL N.A.
Mr.Ajoy Shah 42 350 Manager Perma nent C.A. 06.04.2012 35 Vidya & Co.(Kolkata) NIL N.A.
Mr.Mohit Ghai 40 700 Dy.Manager Perma nent B.Tech (Mechanical) 28.07.2012 32 ISGEC (Noida) NIL N.A.

Annexure- 9

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

I hereby confirm that the Company has received declarations 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 March2016.

(H.C.Verma)
Place: New Delhi Whole Time Director
Date: 12.08.2016 DIN 00007681

ANNEXURE-10

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules2014).

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 subsidiaryhence the information under this part is - NIL

Part B Associates and Joint Ventures Statement pursuant to Section 129 (3) of theCompanies Act2013 related to Associate Companies and Joint Ventures

Name of Joint Venture Bijahan Coal Private Limited
1.Latest audited Balance Sheet date 31-03-2016
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 (INR) 88902.00
7.Loss for the year (INR)11098.00
i.Considered in Consolidation (INR)11098.00
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)
Partner (H.C.Verma) (R.P.Goyal)
Whole Time Director Director
Membership No.086862 DIN00007681 DIN00006595
Place: New Delhi (Ajoy Shah) (Dheeraj Kumar)
Date: 30.05.2016 Chief Financial Officer Company Secretary