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Inertia Steel Ltd.

BSE: 512025 Sector: Others
NSE: N.A. ISIN Code: INE767M01011
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Inertia Steel Ltd. (INERTIASTEEL) - Director Report

Company director report

To

The Members

INERTIA STEEL LIMITED.

Your Directors are pleased to present the 35™ (THIRTY FIFTH) ANNUAL REPORT togetherwith the Company's Audited Financial Statement for the financial year ended 31s1 March2019.

FINANCIAL SUMMARY:

The Company's financial performance for the year ended 31st March 2019 is summarisedbelow:

(Amount in Rs.)
Particulars Year ended 31.03.2019 Year ended 31.03.2018
Revenue from Operations 409820 374320
Other Income 21300 -
TOTAL REVENUE 431120 374320
Expenditure:
Administrative & Other Expenses 423501 367257
TOTAL EXPENDITURE 423501 367257
Profit before tax 7619 7063
Tax Expense
Provision for - Current Tax 1980 1820
Income Tax of Earlier year -- (60)
Profit for the year 5639 5303
Earnings per equity share (Basic & Diluted) (Face Value of Rs. 10/- each) 0.02 0.02

FINANCIAL HIGHLIGHTS AND COMPANY'S AFFAIRS:

During the year under review the Company has achieved total revenue of Rs. 431120/-as compared to Rs. 374320/- in previous year. Further the Company has achieved NetProfit of Rs. 5639/- for the year under review as compared to Rs. 5303/- in previousyear. The Company is actively pursuing to be fully operational and pursue activities inconsonance with the objectives for which it is established and taking necessary steps toeffectively implement the same.

DIVIDEND:

With a view to conserve the resources of the Company the Board of Directors does notrecommend any dividend for the year under review.

TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to the general reserve for thefinancial year ended 31s1 March 2019.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152(6) the Companies Act 2013 and Rulesmade there under and Articles of Association of the Company Shri Hari Gopal JoshiDirector retires at the ensuring Annual General Meeting and being eligible offeredhimself for re-appointment.

The present Directors of the Company are as follows:

(a) Shri Hari Gopal Joshi Director (DIN 00024800);

(b) Smt. Sarita Harigopal Joshi Director (DIN 06781907);

(c) Shri Suresh Jayantilal Ajmera Director (Independent) (DIN 01341331);

(d) Shri Dhanesh Suresh Ajmera Director (Independent) (DIN 02446635);

NUMBER OF MEETINGS OF BOARD:

During the year under review 4 (Four) meetings were held. The dates of the meetingsare 24th May 2018 07th August 2018 14th November2018 and 11th February 2019.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Board confirms that all Independent Directors of the Company have given adeclaration to the Board under Section 149(7) of the Companies Act 2013 and Rules madethereunder that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and Rules made thereunder.

COMMITTEES OF BOARD OF DIRECTORS:

The Board of Directors has duly constituted Audit Committee and Nomination &Remuneration Committee in accordance with the applicable provisions of Companies Act2013 and Rules made thereunder.

ANNUAL PERFORMANCE EVALUATION:

The Board of Directors of the Company is committed to assess its own performance as aBoard in order to identify its strengths and areas in which it may improve itsfunctioning. To that end the

Nomination and Remuneration Committee has established the process for evaluation ofperformance of all the Directors and the Board including Committees. The Company hasdevised a Policy for performance evaluation of all the Directors the Board and theCommittees which includes criteria and factors for performance evaluation. Theappointment/re-appointment/continuation of Directors on the Board shall be based on theoutcome of evaluation process.

RISK MANAGEMENT POLICY:

In compliance with the provisions of Section 134(3)(n) of the Companies Act 2013 theBoard of Directors has formulated and adopted the Risk Management Policy. The Board ofDirectors has delegated the authority to Audit Committee to monitor the Risk ManagementPolicy including (a) Overseeing and approving the Company's enterprise wide riskmanagement framework; and (b) Overseeing that all the risks that the organization facessuch as strategic financial credit market liquidity security property IT legalregulatory reputational and other risks have been identified and assessed and there is anadequate risk management infrastructure in place capable of addressing those risks. Weaffirm that all risk managements are monitored and resolved as per the process laid outin the policy.

NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of directors and recommends to theBoard a policy relating to the remuneration for the Directors Key Managerial Personneland other employees. The brief terms of the policy framed by the Nomination andRemuneration Committee in pursuant to the provisions of Section 178(4) of the CompaniesAct 2013 and Rules made thereunder are as follows:

(a) The committee shall ensure that the level and composition of remuneration isreasonable and sufficient to attract retain and motivate directors of the qualityrequired to run the Company successfully;

(b) The committee shall also ensure that the relationship of remuneration toperformance is clear and meets appropriate performance benchmarks; and

(c) The committee shall also ensure that the remuneration to directors key managerialpersonnel and senior management involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of theCompany and its goals.

The Key Objectives of the Committee are:

(a) To guide the Board in relation to appointment and removal of directors keymanagerial personnel and senior management.

(b) To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation.

(c) To recommend to the Board on remuneration payable to the directors key managerialpersonnel and senior management.

VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. Details of the Vigil Mechanism policy are made available on theCompany's website www.inertiasteel.com

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement the Directors state that:

(a) in the preparation of the annual accounts for the year ended 31st March2018 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

(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 of the company for that period;

(c) the directors have taken proper and sufficient care for 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 directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were operatingeffectively and no reportable material weakness in the design or operation were observed.

AUDITORS & AUDITORS' REPORT:

At the 33rd Annual General Meeting held on 27th September 2017M/s Agrawal Chhallani & Co. Chartered Accountant ICA1 Firm Registration No. 100125WNagpur were appointed as the Statutory Auditors of the Company to hold office till theconclusion of 38lh Annual General Meeting subject to ratification of theappointment by the members at every annual general meeting to be held during their tenure.

However the Companies (Amendment) Act 2017 vide Notification No. S.O. 1833(E) dated 7thMay 2018 has omitted the proviso to Section 139(1) of the Companies Act 2013 whichrequires ratification of the Appointment of Auditor at every AGM. Therefore in view ofthe deletion of the said proviso ratification of the appointment of Auditors by theMembers of the Company is no longer needed.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s. R. A. Daga and Co Practising Company Secretary Nagpur to conductSecretarial Audit for the financial year 2018-19. The Secretarial Audit Report for thefinancial year ended 31st March 2019 in Form MR-3 is attached as"Annexure IF and forms a part to this Report. The comments of the Board on theobservations of the Secretarial Auditors are given in "Annexure IIF.

CORPORATE GOVERNANCE REPORT:

As per the requirement of the latest SEB1 Circular No. CIR/CFD/Policy Cell/7/2014issued on 15th September 2014 the listed companies having paid up equityshare capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25 Crores as onthe last day of the previous financial year is not required to comply with the norms ofthe Corporate Governance Report.

Since the Paid-up Equity Share Capital of the Company is Rs. 2488000 and Net Worthis of Rs. 2230311/- as on Financial Year ending 31st March 2019 thereforethe provisions relating to Corporate Governance Report are not applicable to the Company.

WEB LINK OF THE ANNUAL RETURN:

The Company having its Website as wwwinertiasteel.com

EXTRACT OF THE ANNUAL RETURN:

In pursuant to the provisions of Section 92 of the Companies Act 2013 and Rule 12 ofthe Companies (Management and Administration) Rules 2014 Extract of Annual Return inform MGT-9 is annexed herewith as "Annexure F which forms part of this Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

During the year under review the Company has not provided any loan extended anyguarantee or made investments as covered under Section 186 of the Companies Act 2013.However the earlier loans (i.e. long term and short term) form part of the notes to thefinancial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review the Company has not entered into any contracts orarrangements with related parties as referred under Section 188(1) of the Companies Act2013 and Rules made thereunder. However the other transaction made by the Company withrelated parties disclosure of which is required under Accounting Standard 18 form thepart of notes to the financial statement provided in this Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:

The disclosures relating to conservation of energy and technology absorption are nil.There were no foreign exchange earnings or outgo for the year under review.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company did not have any subsidiaries associates or joint ventures during theyear.

PARTICULARS OF EMPLOYEES:

During the year under review there were no employees in the Company who are drawingprescribed salary pursuant to the provisions of Section 197(12) of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.

GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

(a) Details relating to deposits covered under Chapter V of the Companies Act 2013.

(b) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

(c) The Company has complied with the applicable Secretarial Standards under theCompanies Act 2013 as issued by the Institute of Company Secretaries of India (ICSI).

ACKNOWLEDGEMENT:

The Directors place on record their appreciation and gratitude for all theco-operation extended by Government Agencies Bankers Financial Institutions BusinessAssociates and Members.

For and on behalf of the Board of Directors

INERTIA STEEL LIMITED

Date : 13th August 2019
Place : Mumbai HARI GOPAL JOSHI SARITA HARIGOPAL JOSHI
DIRECTOR DIRECTOR
(DIN 00024800) (DIN 06781907)