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India Steel Works Ltd.

BSE: 513361 Sector: Metals & Mining
NSE: ISIBARS ISIN Code: INE072A01029
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VOLUME 311865
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OPEN 2.69
CLOSE 2.57
VOLUME 311865
52-Week high 2.69
52-Week low 0.41
P/E
Mkt Cap.(Rs cr) 107
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

India Steel Works Ltd. (ISIBARS) - Director Report

Company director report

Dear Members

Your Directors present their 33rd Annual Report and the Company's AuditedAccounts for the financial year ended 31st

March 2020.

1. FINANCIAL HIGHLIGHTS:

The summarized financial results of the Company for the financial year 2019-20 aregiven hereunder:

Particulars

Standalone

Consolidated

Year ended 31.03.2020 Year ended 31.03.2019 Year ended 31.03.2020 Year ended 31.03.2019
Sales including excise duty/Income including Job work operations 13953.76 53179.42 13953.76 53179.42
Operating 111.94 1880.11 111.94 1880.11
Finance Costs 964.27 1330.22 964.27 1330.22
Provision for Depreciation 1060.87 1089.90 1060.87 1089.90
Profit /(Loss) before tax & exceptional items -1967.55 -540.01 -1969.10 -541.33
Exceptional Items - - - -
Current tax -0.14 2.04 -0.14 2.04
Profit /(Loss) after -1967.70 -537.98 -1969.25 -539.30
Items not to be classified to statement of profit or 10.12 -52.69 10.12 -52.69
Loss in subsequent years
Total comprehensive income -1957.58 -590.67 -1959.13 -591.99

2. CHANGE IN THE NATURE OF BUSINESS:

There was no material change in the nature of business of the Company during the year.

3. Covid-19 :

Towards the end of the financial year the World Health Organisation (WHO) declaredCovid-19 a the outbreak which infected millions has resulted in deathsof significantnumberof people globally. Covid-19 is seen having an unprecedented impact on people andeconomies worldwide. The Company is taking all necessary measures in terms of mitigatingthe impact of the challenges being faced in the business. It is focused on controlling thefixedcosts maintaining liquidity and closely monitoring the supply chain to ensure thatthe manufacturing facilities operate smoothly. The Ministry of Home Affairs Government ofIndia on March 24 2020 notified the first ever nationwide lockdown in India to containthe outbreak of Covid-19 pandemic. The operations was disrupted at the manufacturingfacilities of the Company.

In view of the outbreak of the pandemic the Company undertook essential measures toensure the safety and well-being of its employees at its plant locations and the headoffice.The Company observed all the government advisories and guidelines.

4. OPERATIONS:

During the year under review the gross revenue has reduced to Rs.17666.04 Lakh asagainst Rs.55 757. 06 in the previous year. The wholly owned subsidiary of theCompany has no income during the financial year as well as during the previous financialyear. The performance of the Company was low in last year due to working capitalinadequate supply of raw material and COVID 19 Pandemic situation.

5. DIVIDEND:

Keeping in view the need for strengthening financial soundness of the company andconsidering losses the Directors regret their inability to declare any dividend on EquityShares of the Company during the year under review.

However your Directors are pleased to recommend a Dividend @ 0.01% on total paid upPreference share capital of the company for the financial year ended 31st March 2020payable to those Shareholders whose names appear in the Register of Members as on the BookClosure Date for the Financial Year 2019-20 dividend amounting to Rs.

75513/- on total paid up preference shares inclusive of tax on distributed profits.

6. SHARE CAPITAL :

The paid-up Equity Share Capital as on 31st March 2020 was Rs. 3980.81 Lakh. Duringthe year under review the Company has not issued shares with differential voting rightsnor granted stock options nor sweat equity.

7. FIXED DEPOSITS :

The Company has not accepted any deposits from the shareholders or public underapplicable provisions of the Companies Act 2013 or rules made there under.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS :

The company has not provided any loan or guarantee directly or indirectly to any personor body corporate during the year under review.

9. SUBSIDIARY :

The Wholly Owned Subsidiary namely Indinox Steels Private Limited was incorporated on16/06/2018. The Subsidiary

Company has no income during the financial year 2019-20.

However the Consolidated Financial Statements of the Company and its subsidiaryprepared in accordance with

Indian Accounting Standards notified under the form part of the Annual Report and arereflected in the Consolidated Financial Statements of the Company.

A report on the financial position of the subsidiary company as per the Companies Act2013 (‘the Act') is provided in Form AOC-1 in Annexure-G which is attached to thefinancial statements.

10. RELATED PARTY TRANSACTIONS:

The Company has made materiallysignificantRelated Party Transactions as approved bythe non-interested shareholders at the 32nd Annual General meeting of theCompany. Further the said material related Party Transactions made during the year underreview were on an arm's length basis and in the ordinary course of business. Requireddisclosures are made in Annexure-E in Form No. AOC 2. On the recommendation of theAudit Committee the

Board of Directors has adopted a policy on Related Party Transactions which is alsouploaded on the website of the Company www.indiasteel.in under the head ‘InvestorRelations' and the weblink is provided in the Corporate

Governance Report. The Policy envisages the procedure governing related partytransactions required to be followed to ensure compliance with the applicable laws andregulations as well as to ensure that the Related Party

Transactions are managed and disclosed in accordance with the legal and accountingrequirements.

All Related Party Transactions that were entered into during the financial year were onarm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval of the Audit Committee is obtained on an annual basis forthe transactions which are planned / repetitive in nature and omnibus approvals are takenas per the policy laid down for unforeseen transactions. Related Party Transactionsentered into pursuant to the omnibus approval so granted are placed before the AuditCommittee for its review on a quarterly basis specifying the nature value and terms andconditions of the transactions. All the Related Party Transactions under Ind AS-24 havebeen disclosed at the financial statements forming part of this

Annual Report.

11. KEY MANAGERIAL PERSONNEL (‘KMP'):

In terms of the provisions of Sections 2(51) and 203 of the Act the following are theKMPs of the Company: Mr. Sudhir H. Gupta Managing Director.

Mr. Varun S. Gupta Executive Director & Chief Financial Officer.

Mr. Deepak Kumar Gaur Executive Director

Mr. Dilip Maharana Company Secretary (effective 31.07.2020) Mrs. Dipti Vartak CompanySecretary(up to 04.03.2020)

12. CORPORATE SOCIAL RESPONSIBILITY:

The Company believes in development which is beneficial for the society at large and topractice the corporate values through commitment to grow in socially and environmentallyresponsible way while meeting the interest of our stake-holders. During the year theCompany voluntarily contributed Rs.10000/- towards CSR activities.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosure

Requirements) Regulations 2015 the Company has adopted a Whistle-Blower Policywhereby employees are free to report violations of laws rules and regulations orunethical conduct to the Audit Committee. The details of the Whistle Blower Policy areexplained in the Corporate Governance Report and also posted on the website of the Companyat www.indiasteel.in under the head ‘Investor Relations' and the weblink is providedin the Corporate Governance Report. During the year the Audit Committee has not receivedany reference under the policy.

14. RISK MANAGEMENT POLICY:

The Company has a risk management policy to identify mitigate elements of risk ifany which in the opinion of the Board may threaten the existence of the company. TheBoard of Directors and senior management team assess the operations and operatingenvironment to identify potential risks and take necessary mitigation actions.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: andmaterial orders passed by the Regulators / Courts which would impact the going concernTherearenosignificant status of the Company and its future operations.

16. DIRECTORS:

(i) Re-Appointment of Mr. T. R. Bajalia for a 2nd term of consecutive fiveyears:

Mr. T. R. Bajalia Chairman of the Company is a Non-Executive & IndependentDirector. His 1st term of appointment for a consecutive period of five yearsended on 12th February 2020. He has been re-appointed by your Board ofDirectors as an Independent Director for a 2nd term of consecutive five yearsup to 12th February 2025 subject to the members approval at the ensuing AnnualGeneral Meeting of the Company.

(ii) Re-Appointment of Mrs. Kavita R. Joshi for a 2nd term of consecutivefive years:

Mrs. Kavita R. Joshi is a Non-executive & Independent Director of the Company. Her1st term of appointment for a consecutive period of five years ended on 30thMay 2020. She has been re-appointed by your Board of Directors as an IndependentDirector for a 2nd term of consecutive five years up to 29th May2025 subject to the members approval at the ensuing Annual General Meeting of the Company.

(iii) Re-Appointment of Mr. Deepak Gaur as director who retires by rotation:

In accordance with the provisions of the Companies Act 2013 in accordance with theArticles of Association of the Company Mr. Deepak Gaur retires from office by Rotationand being eligible offers themselves as provided in the notice are eligible forreappointment.

The details of the Director are given in the Corporate Governance Report as well as inthe Notice of the Annual General meeting.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulations16 (1) (B) of SEBI (LODR) 2015. Attention of the Members is invited to the relevant itemsin the Notice of the Annual General Meeting seeking your approval to the aforesaidappointments.

(iv) Board Evaluation

Board Evaluation In compliance with the provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Nomination & Remuneration Committee. Themanner in which the evaluation was been carried out has been explained in the CorporateGovernance Report.

(v) Board Meetings:

During the year five (5) Board Meetings were convened and held. The details aregiven in the Corporate

Governance Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

(vi) Nomination & Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Policy for selection appointment and remuneration of Directors and KeyManagerial Personnel in accordance with Section 178 of the Companies Act 2013. Moredetails of the same are given in the Corporate Governance Report.

(vi) Audit committee Policy:

The Board has on the recommendation of the Audit committee framed a policy forselection appointment and remuneration of Statutory Auditors and internal Auditor inaccordance with the Section 177 of the Companies Act 2013. More details of the same aregiven in the Corporate Governance Report.

17. DIRECTORS RESPONSIBILITY STATEMENT :

To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms of theSection 134(3)(c) of the Companies Act 2013:

I. That in the preparation of the annual financial statements for the year ended March31 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

II. That such accounting policies as mentioned in the Financial Statements as‘Significant Accounting Policies' have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at March 31 2020 and of theprofit of the Company for the year ended on that date; III. That proper and sufficientcare has been taken for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;

IV. That the annual financial statements have been prepared on a going concern basis;V. That proper internal financial financialcontrols were adequate and were wereplaceandthatthe operating effectively; VI. That proper system's to ensure compliance withthe provisions of all applicable laws were in place and were adequate and operatingeffectively.

18. AUDITORS

I. STATUTORY AUDITORS & AUDIT REPORT:

The Company has received a letter from M/s Laxmikant Kabra & Co. CharteredAccountants (Firm Registration No. 117183W) regarding their eligibility for thecontinuing appointment as statutory Auditors of the Company. The said auditors wereappointed effective Annual General Meeting held on 20th August 2018 for a period of 5years. Pursuant to the notification dated May 7 2018 issued by Ministry of CorporateAffairs the requirement of seeking ratification of appointment of statutory auditors bymembers at each AGM has been done away with.

Accordingly no such item has been considered in the notice calling the ensuing AnnualGeneral Meeting of the Company.

There is no qualification reservation or adverse remark or disclaimer made by theauditor in the Statutory Audit

Report issued by him to the members of the Company.

II. SECRETARIAL AUDITOR & AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Mrs. Deepika Arora(ACS 29794 & CP No. 11355) Practicing

Company Secretary was appointed to undertake the Secretarial Audit of the Company forthe financial year

2019-20. The Report of the Secretarial Audit is annexed herewith as "Annexure -A".

Qualifications/observations:

1. During the year Company Secretary and Compliance officer Mrs. Dipti Vartakhas resigned from 04thMarch 2020 however the Company has appointed Mr. DilipMaharana w.e.f. 31st July 2020.

2. Non Compliance under Regulation 17 of SEBI (Listing Obligations and DisclosureRequirements) Regulation

2015 pertaining to Composition of Board.

3. Non Compliance under Regulation 33 of S0EBI (Listing Obligations and DisclosureRequirements) Regulation

2015 pertaining to un-a udited standalone Financial results. Managements Reply:

1. During the year Company Secretary and Compliance officer Mrs. Dipti Vartak hadresigned effective

04thMarch 2020. Due to pandemic situation appointment of Mr. DilipMaharana was considered at the next Board Meeting held on 31st July 2020.

2. Mr. Tilak Raj Bajalia was appointed as the Non-executive Chairman of the Companyduring the year.

Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation2015 pertaining to

Composition of Board was complied.

3. Due to unavoidable causes un-audited financial results pertaining to the quarterended 30 th June 2019 could not be taken on record & submitted with StockExchanges on or before the due date 14.08.2019 which was complied later. The fine leviedby the Stock Exchange was waived later.

Secretarial Compliance Report Pursuant to Regulation 24A of SEBI (Listing Obligationsand Disclosure

Requirement) Regulations 2015 the Company has obtained annual Secretarial ComplianceReport for the financial year ended 31st March 2020. The report has been annexed herewithas"Annexure – B".

III. COST AUDITORS:

The Board has appointed Mr. Vishesh N. Patani (Membership No. 30328) cost AccountantsMumbai under section

148 of the Companies Act 2013 for conducting the audit of cost records of the Companyfor the financial year ending 31st March 2020. Approval of the members by way of ordinaryresolution ratifying the remuneration to be paid to the cost auditors is suitable includedin the notice calling the Annual General Meeting of the Company.

The Cost Auditor have further confirmed that their appointment is within the limits ofsection 141(3)(g) of the

Companies Act 2013.

IV. BRANCH AUDITOR:

The Company has branch outside India and may also open/acquire new branches outsideIndia in future. It may be necessary to appoint branch auditors for carrying out the auditof the accounts of such branches subject to approval of shareholders.

19. REPORTING OF FRAUDS BY AUDITORS :

During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditors have not reported any instances of frauds committed in the Company by itsOfficers or Employees to the Audit Committee under Section

143(12) of the Act details of which needs to be mentioned in this Report.

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company's Financial Statements are prepared on the basis oftheSignificantAccounting Policies that are carefully selected by Management and approvedby the Audit Committee and the Board. These Accounting policies are reviewed and updatedfrom time to time. Your Company uses ERP Systems as a business enabler and also tomaintain its Books of Account. The transactional controls built into the ERP systemsensure appropriate segregation of duties appropriate level of approval mechanisms andmaintenance of supporting records. Kindly refer to the writeup in the section ManagementDiscussion and Analysis.

21. ANNUAL RETURN:

The extract of the annual return in Form No. MGT – 9 annexed as "Annexure-C"forms part of the Board's report and the same are being hosted on the website of theCompany at www.indiasteel.in.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:

The Company has adopted the generally accepted technology for its products. Particularsregarding conservation of energy foreign exchange earnings and outgo are given in "Annexure– D" as required under The Companies Act 2013 read with The Companies(Accounts) Rules 2014 and forms part of this report.

23. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMAN AT WORKPLACE (PREVENTIONPROHIBITION AND

REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual harassment Policy in line with the requirementsof the Sexual harassment of women at workplace (Prevention Prohibition and Redressal)Act 2013. An internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. No complaints pertaining to sexual harassmentwere received during FY 2019-20.

24. SECRETARIAL STANDARDS OF ICSI :

The Directors have devised proper systems and processes for complying with therequirements of applicable

Secretarial Standards issued by the Institute of Company Secretaries of India(‘ICSI') and that such systems were adequate and operating effectively.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed analysis of your Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.

26. CORPORATE GOVERNANCE:

The Company has implemented the provisions of Chapter IV of SEBI (LODR) 2015 relatingto the Corporate

Governance requirements. A Report on Corporate Governance the Report of AuditorsCertificates thereof is given as annexure to this report.

25. PARTICULARS OF EMPLOYEES:

During the year under review the Company has not employed any individual whoseremuneration falls within the purview of the limits prescribed under the provisions ofSection 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014. Disclosures pertaining toremuneration and other details as required under Section 197(12) of the Companies Act2013 and Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areannexed as "Annexure F". 26. INDUSTRIAL RELATIONS:

During the year under review industrial relations at the Company's unit continued toremain cordial and peaceful.

27. ACKNOWLEDGEMENTS:

The Directors express their appreciation for co-operation and encouragement receivedfrom all the Shareholders Business Associates Dealers and Insurers vendors investorsand bankers during the year. The Directors also place on record their appreciation of thecontribution made by our employees at all levels. Our consistent growth was made possibleby their hard work solidarity cooperation and support.

For and on behalf of the Board of Directors of
INDIA STEEL WORKS LIMITED
Sudhir H. Gupta Varun S. Gupta
Managing Director Executive Director & CFO
(DIN: 00010853) (DIN: 02938137)
Address: Address:
541/C Ashok Adenwala Road 541/C Ashok Adenwala Road King
King Circle Matunga Mumbai 400013. Circle Matunga Mumbai 400013.

Place: Mumbai

Date: 25/09/2020

.