Indian Bright Steel Company Limited
Your Directors have pleasure in presenting the 60th Annual Report togetherwith the Audited Accounts of the Company for the year ended March 31 2021.
1. FINANCIAL RESULTS
Your Company's performance for the financial year ending 31st March 2021 isstated below:
| ||For the Current year ended on 31st March 2021 ||For the previous year ended on 31st March2020 |
| ||(Rs.) ||(Rs.) |
|Income for the year ||481543 ||602111 |
|Expenditure for the year excluding ||1300588 ||1698584 |
|Depreciation and Amortization Exp. || || |
|Profit / (Loss) before Depreciation/adjustment ||(819045) ||(1096473) |
|Less: Depreciation/prior period adjustment ||- ||- |
|Tax Expenses ||- ||- |
|Net Profit/(Loss) for the year ||(819045) ||(1096473) |
2. SHARE CAPITAL
During the year under review there was no change in authorized share capital of theCompany.
All efforts are being made by the management to revive the company's businessactivities.
Your directors do not recommend any dividend in view of the accumulated loss.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
6. LISTING INFORMATION
The Equity shares of your Company are listed on Bombay Stock Exchange Limited (BSE).
7. SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
Your Company has not accepted any deposited within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
9. PARTICULARS OF ENERGY CONSUMPTION RESEARCH AND DEVELOPMENT AND FOREIGNEXCHANGE EARNINGS AND OUTGOINGS
The information pertaining to conservation of energy technology absorption Foreignexchange
Earnings and outgo as required under Section 134 (3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 is given below.
CONSERVATION OF ENERGY
The matters relating to the above are not applicable to the Company.
The Company's operations involve low energy consumption. Wherever possible energyconservation measures are being implemented.
RESEARCH AND DEVELOPMENT
The Company has no specific Research and Development programme.
FOREIGN EXCHANGE EARNINGS/OUTGOINGS
The provisions of Section 134(m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or Outflow during the year under review.
10.STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Company does not have any Risk Management Policy as the element of risk threateningthe
Company's existence is very minimal.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
Information regarding loans guarantees and investments covered under the provisions ofsection 186 of the Companies Act 2013 are detailed in the Financial Statements.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The contract or arrangements made with related parties as defined under Section 188of the Companies Act 2013 are detailed in the Financial Statements.
13. EXTRACT OF ANNUAL RETURN
As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the annual return for FY 2020-2021 is given in Annexure I in the prescribedForm No. MGT-9 which is a part of this report.
14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 5 (Five) Board meetings during the financial year under review as on26.06.2020 05.09.2020 14.09.2020 04.11.2020 12.02.2021.
15. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
16. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate system of internal controls to ensure that all the assets ofthe Company are safeguarded and are productive. Necessary checks and balances are in placeto ensure that transactions are adequately authorized and reported correctly.
17. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the pro9visions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement: (a) in the preparation of the annualaccounts the applicable accounting standards had been followed along with properexplanation relating to material departures; (b) the directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the financial year and of the profit and loss of the company forthat period; (c) the directors had taken proper and sufficient care for 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;(d) the directors had prepared the annual accounts on a going concern basis; and (e) thedirectors in the case of a listed company had laid down internal financial controls tobe followed by the company and that such internal financial controls are adequate and wereoperating effectively.
"Internal financial control" means the policies and procedures adopted by theCompany for ensuring the orderly and efficient conduct of its business including adherenceto Company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information. (f) the directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
During the financial year there has been no change in the directorship of the Company.
Mr. Avinash Jajodia (DIN: 00074886) who retires by rotation and being eligible offershimself for reappointment.
Mrs. Minoo Deora (DIN: 01656963) who retires by rotation and being eligible offersherself for reappointment.
Pursuant to the provisions of Section 149 of the Act the independent directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations"). There has been nochange in the circumstances affecting their status as independent directors of theCompany.
The current auditor M/s Desai Associates Chartered Accountants (registration number:102286W) Mumbai have completed their term as per Section 139 pf the Companies Act 2013and hence the Board recommended to appoint M/s. R. Bhargava and Associates CharteredAccountants (FRN: 0127887N) as the Statutory Auditors of the Company for a period of fiveyears subject to the approval of shareholders at the ensuing Annual General Meeting tillthe conclusion of 65th Annual General Meeting.
The statutory audit report does not contain any qualification reservation or adverseremark or disclaimer made by statutory auditor.
The composition of the Audit Committee is in alignment with provisions of Section 177of the Companies Act 2013 read with the Rules issued thereunder and Regulation 18 of theListing Regulations. The members of the Audit Committee are financially sound andliterate.
The Audit Committee conducted 4 meetings during the financial year under review.
Your Board appointed M/s. Ragini Chokshi & Co Practicing Company Secretaries toconduct secretarial audit of the Company for the financial year ended 31st March 2021.
The Report M/s. Ragini Chokshi & Co Practicing Company Secretary is provided inthe Annexure forming part of this Report pursuant to Section 204 of the Companies Act2013.
As regards the Secretarial Audit report the comments are as under:.
As per Section 203(1) & (4) of the Companies Act 2013 the company is required toappoint a Chief Financial Officer on board. The Company is in process of appointing theCFO in the next Board meeting.
As per Regulation 13(3) of the SEBI (LODR) 2015 the company has filed the statementof investor complaints with Stock Exchange with delay of 2 days.
As per Regulation 31 of the SEBI (LODR) 2015 the company submitted the statement ofshareholding pattern to Stock Exchange by delay of 7 days.
As per Regulation 30 of the SEBI (LODR) 2015 the company disclosed the outcome of theboard meetings held on June 26 2020; November 04 2020 & February 02 2021 to theStock Exchange beyond the time limit of 30 minutes.
As per Regulation 44(3) of the SEBI (LODR) 2015 the company submitted the votingresults of Annual general meeting to the Stock Exchange with delay of 62 days.
- The Company has delayed filing of Form DPT-3 for the financial year ending March2020 - Due to the technical glitches and work from home because of novel corona viruspandemic the company delayed in above filings with the regulatory.
20. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
During the period under review Company was not required to constitute InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
21. CORPORATE GOVERNANCE:
The paid up equity share capital of the Company is less than Rs. 10 Crores and Networth of the Company is less than Rs. 25 Crores as on 31st March 2021 henceCorporate Governance clause is not applicable to the Company.
22. VIGIL MECHANISM:
The Company has established a Vigil Mechanism Policy for the employees to report theirgenuine concerns or grievances. The Audit Committee of the Company oversees the VigilMechanism.
23. PARTICULARS PURSUANT TO SECTION 197 (12) AND THE RELEVANT RULES
None of the employee has received remuneration exceeding the limits as stated Section197 (12) of the Companies Act 2013 read with rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
24. MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS
There was no significant material orders passed by the Regulators/ Courts/Tribunalwhich would impact the going concern status of the Company and its future operations.
25. DISCLOSURE AS PER SECRETERIAL STANDARD
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.
26. IMPACT OF COVID-19
Due to outbreak of novel Coronavirus (COVID-19) in pandemic globally and in India iscausing significant disturbance and slowdown of economic activity and lockdown in thecountry the compliances are made as per timeline extended by SEBI and Stock Exchange.
Your Directors would like to place on record their sincere thanks for the co-operationand support received from various agencies of the Government as also from the Company'sBankers Shareholders other business associates and the Company officials.
28. CAUTIONARY NOTE
The statements forming part of the Directors' Report may contain certain forwardlooking remarks within the meaning of applicable securities laws and regulations. Manyfactors could cause the actual results performances or achievements of the Company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.
| ||For & On behalf of the Board |
| ||Manubhai Parekh |
| ||Chairman |
|Place: Mumbai || |
|Date: 10.08.2021 || |