Mideast Integrated Steels Limited
Your Directors are pleased to present 28th Annual Report and the Statements of Accountsfor the financial year ended on March 31 2021.
1. FINANCIAL SUMMARY AND HIGHLIGHTS
The Company's financial performance for the year ended March 31 2021 along withprevious year's figures is given hereunder:
(Rs. In Mn)
| ||Standalone ||Consolidated |
|Particulars ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Gross Sales ||2028.11 ||4737.46 ||2028.11 ||4749.82 |
|Profit/(Loss) Before Finance Cost & Depreciation ||(474.38) ||(414.19) ||(477.52) ||(486.61) |
|Interest/ Finance Cost ||10.20 ||17.43 ||159.14 ||106.25 |
|Depreciation ||415.95 ||561.87 ||675.64 ||822.78 |
|Other Income ||69.37 ||455.78 ||69.37 ||478.94 |
|Profit/(Loss) before Tax ||(831.16) ||(537.69) ||(1242.93) ||(936.68) |
|Tax Expense ||20.00 ||60.00 ||20.00 ||60.00 |
|Profit/(Loss) After Tax ||(851.16) ||(597.69) ||(1262.93) ||(996.68) |
|Appropriations / Adjustments ||- ||- ||- ||- |
|Balance of profit / (loss) brought forward ||2303.30 ||2899.67 ||(1383.27) ||(391.07) |
|Profit for the year ||(851.16) ||(597.69) ||(1255.71) ||(992.20) |
|Re-measurement gains/(losses) on defined benefit plans ||2.28 ||1.32 ||2.18 ||0.49 |
|Proposed Final dividend ||- ||- ||- ||- |
|Profit carried to the Balance sheet ||1454.43 ||2303.30 ||(2638.98) ||(1383.27) |
The Figures have been rounded off to nearest Million.
2. FINANCIAL PERFORMANCE HIGHLIGHTS Standalone Operations:
During the year under review the Company's net revenue from operations was Rs. 1922.21Million as against Rs. 4017.44 Million in the previous financial year. The Company'sProfit/(Loss) before Depreciation Interest and Tax ("PBDIT") is Rs. (474.38)Million in the financial year ended 31st March 2021 as opposed to PBDIT of Rs (414.19)Million in the immediate previous financial year.
Taking into account depreciation and interest cost profit/ (Loss) before tax (PBT)stood at Rs. (831.16) Million as against Rs. (537.69) Million in the previous financialyear and total comprehensive income for the year was Rs. (848.88) Million as against Rs.(596.37) Million in the previous financial year.
During the year under review the Company's net revenue from operations was Rs. 1922.21Million as against Rs. 4029.33 Million in the previous financial year. Further in thefinancial year ended 31st March 2021 profit before tax (PBT) was Rs. (1242.93) Millionas against Rs. (936.68) Million in the previous financial year and profit after tax (PAT)was Rs. (1262.93) Million against Rs. (996.68) Million in the previous financial year.
The performance and financial position of the subsidiary company is included in theconsolidated financial statements of the Company.
3. COMPANY'S WORKING DURING THE YEAR/ STATE OF COMPANY'S AFFAIRS
In financial year 2021 Gross Sales decreased by around 52.15% to Rs. 1922.21 Millionfrom Rs. 4017.74 Million in the previous financial year ended 2020. The plant of thecompany got shut down in December 2019 and thus there were no manufacturing activitiesgoing on which led to decrease in sales of the Company. The Company got order from SupremeCourt to sell the lying stocks only. This is mainly reason for the negative impact onperformance of the company. Company has incurred a loss of Rs. 848.88 Million as comparedto the loss of Rs. 597.69 Million in the previous financial year 2020.
4. SUBSIDIARY COMPANY
The Company has one wholly owned subsidiary namely Maithan Ispat Limited. A statementcontaining the salient features of the financial statements of the subsidiary in the FormAOC-1 is attached with the financial statements of the Company as per the requirement ofSection 129(3) of the Companies Act 2013.
Maithan Ispat Limited (MIL) the subsidiary company having billet and sponge iron plantis under shut down since February 2019 and no major business activities have been doneduring the audit period. There was no revenue of the Company during the year. Thus therewas decrease of Rs 17.49 Million since previous financial year 2019-20. The loss for thefinancial year 2020-21 was Rs. 411.78 Million as against Rs 399.00 Million in previousfinancial year 2019-20.
Maithan Ispat Limited had made a One Time Settlement with the Consortium Banks tosettle the loans through one time settlement finalized with the banks for an amount of Rs.175.00 crores. Further the Company is also taking steps for resuming of the operations ofthe Company. Keeping these things into consideration the Board is hopeful to startfunctioning of the Company soon.
5. CHANGE IN NATURE OF BUSINESS
During the year under review there was no change in the nature of the business of theCompany.
6. TRANSFER TO RESERVES
The Company has not transferred any amount to General Reserves during the Year.
7. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to regulations 34 of the Listing Regulations Management's Discussion andAnalysis Report for the year is presented in a separate section forming part of the AnnualReport.
8. SHARE CAPITAL
During the year under review there was no change in the Company's issued subscribedand paid-up equity share capital. On March 31 2021 it stood at Rs. 1378.75 Milliondivided into 137875000 equity shares of Rs. 10/- each. The Company has neither issuedshares with differential rights as to dividend voting or otherwise nor issued shares(including sweat equity shares) to the employees or Directors of the Company under anyScheme. No disclosure is required under Section 67(3)(c) of Companies Act 2013 in respectof voting rights not exercised directly by the employees of the Company as the provisionsof the said Section are not applicable.
Due to loss incurred during the financial year ended March 31 2021 your directorshave not recommended any dividend for the financial year ended March 31 2021.
10. ANNUAL RETURN
As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the annual return for FY 2021 is in the prescribed Form No. MGT-9. The same isavailable on www.mescosteel.com/admin/investor/2019-20.pdf.
11. PUBLIC DEPOSIT
The company has not accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposit) Rules2014.
12. NUMBER OF MEETINGS OF THE BOARD
During the financial year 2020-21 the Board of Directors of the Company met 3 timesi.e. on September 11 2020 December 05 2020 and February 17 2021. Further a separateMeeting of the Independent Directors of the Company was also held on February 17 2021.
13. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act 2013with respect to Directors' Responsibility Statement your Directors confirm that:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed with no material departures;
b. we have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for the same period;
c. we have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. we have prepared the annual accounts on a going concern basis;
e. we have laid down internal financial controls in the Company that are adequate andare operating effectively; and
f. we have devised proper systems to ensure compliance with the provisions of allapplicable laws and that these are adequate and are operating effectively.
14. DECLARATION OF INDEPENDENCE
The Company has received the necessary declaration from each Independent Director whois part of Board confirming that;
i. They meet the criteria of Independence as laid out in Section 149(6) of theCompanies Act 2013 read with the Schedules rules made there under and Regulation 25 ofSEBI Listing Regulations 2015. Independent Directors have also confirmed that they arenot aware of any circumstances or situations which exist or may be reasonablyanticipated that could impair or impact their ability to discharge his duties with anobjective independent judgment and without any external influence and that they areindependent of the Management.
ii. Further Independent Directors have complied with the Code for IndependentDirectors prescribed in schedule IV of the Companies Act 2013 ('ACT'). Directors andsenior management personnel have complied with the code of conduct laid down by Board forall members of board of directors and senior management of the listed entity. and
iii. Registered themselves with the Independent Directors' Databank as per theCompanies (Appointment and Qualification of Directors) Fifth Amendment Rules 2019.
15. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of 2 Independent Directors asMembers. One meeting was held during the financial year under review on September 112020. More details on the committee are given in the Corporate Governance Report.
16. NOMINATION AND REMUNERATION POLICY
Company's Policy on Director's Appointment and Remuneration including criteria fordetermining qualification positive attributes independence of directors and othermatters provided under section 178(3) of the Companies Act 2013 there has been no changein the Policy since the previous financial year. Given below is the link on the website ofcompany where in complete policy is placedhttp://www.mescosteel.com/admin/investor/Nomination%20and%20Remuneration%20Policy.pdf.
M/s Arun Todarwal& Associates LLP Chartered Accountants (Firm Regn. No. W100291)was appointed as the Statutory Auditors of the Company to hold office for a period of 4(Four) Years from the conclusion of 25th Annual General Meeting of the Company till theconclusion of 29th Annual General Meeting of the Company to be held in the year 2022. Therequirement for the annual ratification of auditor's appointment at the AGM has beenomitted pursuant to the Companies (Amendment) Act 2017 notified on May 07 2018.
During the year the statutory auditors have confirmed that they satisfy theindependence criteria required under Companies Act 2013.
Auditor Report was qualified for the Financial Year 2020-21. The replies to same werealso given at given Point No. 21. The statement on impact of audit qualifications for thefinancial year ended March 31 2021 along with Management's replies thereon has been filedwith BSE too.
b. Cost Auditor
Pursuant to Section 148(2) of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 your Company is required to get its costaccounting records audited by a Cost Auditor.
Accordingly the Board at its meeting held on 6th December 2021 on therecommendation of the Audit Committee has appointed M/s. S.S. Sonthalia & Company(Firm Regn. No. 00167) Cost Accountants to conduct the audit of the cost accountingrecords of the Company for financial year 2021-2022 on a remuneration of Rs. 100000/-plus taxes as applicable and reimbursement of actual travel and out-of-pocket expensesubject to maximum of Rs. 15000/-. The remuneration is subject to the ratification of theMembers in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors)Rules 2014 and is accordingly placed for your ratification.
c. Secretarial Auditor
M/s Tripti Shakya & Company was appointed as Secretarial Auditor for the year2020-21. M/s Tripti Shakya & Company has issued the audit report in respect of thesecretarial audit of the Company for the previous financial year ended March 31 2021. TheSecretarial Audit Report is annexed as Annexure-A to this Report. Given Below isthe management's reply on the observations made by the Secretarial Auditor in theirReport.
Further for the financial year 2021-22 M/s R.K.S & Associate is appointed asSecretarial Auditor. Observation No.1:
In terms of Securities and Exchange Board of India Circular No. Cir/ISD/3/2011 the 100percent Promoter's holding is to be in dematerialized form. Promoter holding is not in100% Demat form.
Company is in receipt of declaration from promoters that the shares which are not indemat form are pending adjudication of dispute before judicial/quasi-judicial authoritiesand same would be dematted once the dispute is resolved/settled"
Observation No. 2
In the Year 2018-19 the Company has altered the Memorandum of Association of thecompany under section 61 of the Companies Act 2013 by increasing the Authorized Sharecapital of the company from Rs 1400000000/- (Rupees One Hundred Forty Crore Only)divided into 140000000 (Fourteen Crore Only) equity shares of Rs. 10 (Rupees Ten Only)each to Rs 2000000000/- (Rupees Two Hundred Crore Only) divided into 200000000(Twenty Crores Only) equity shares of Rs 10 (Rupees Ten Only) each.
The Company has not yet filed the SH 7(Notice to Registrar for alteration of ShareCapital) pursuant to section 64 (1) of the Companies Act 2013 and pursuant to Rule 63 ofthe Companies Rules 2014
The Company took note of the matter and considers same as priority. Management informedthat since the plant of the company is shut down thus due to the financial constraintfaced by the Company the matter is being delayed. Management further assured that thepending fee will be paid on immediate basis.
Observation No. 3
During the Year Company had also received Fine letters from BSE in respect of NonCompliance of Reg. 33 for delay in filing of Financial Results Non Compliance of Reg 17for non composition of Board of Directors and non composition of Nomination andRemuneration Committee Reg 17(2) for Non Compliance for number of meetings of Board ofDirector and Non Compliance with Regulation 13 (3) for delay in submission ofShareholding pattern.
Due to COVID 19 situation and lockdown scenario Company found it difficult to finalizefinancial results on time. So there was delay in filing of Financial Results but theCompany filed it later on. The Management assured that they will try to comply with theregulation within time in future. Since the resolution for reappointment of Mr. G SJawandha was not confirmed by the shareholders in the meeting held on 30.12.2020 thusthere was non compliance in the composition of Board of Directors and simultaneouslyNomination and Remuneration committee. The Company was in the process to appointindependent director.
Observation No. 4
The Company has made SEBI (Listing Obligations and Disclosure) Regulations 2015 asamended from time to time but have been delay in some compliances in June 2020 and March2020 quarter.
The Company has made compliances with SEBI (Listing Obligations and Disclosure)Regulations 2015 but due to non receipt of few reports company delayed in filing of somereports which was filed later on with some delay.
d. Internal Auditors
Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Rule 13of The Companies (Accounts) Rules 2014 and based on the Audit Committee recommendationsthe Board of Directors of the Company has appointed Mr. Ranjit Kumar Barik as theInternal Auditor of the Company for the financial year 2021-22.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Details of Loans Guarantees and Investments covered under the provision of theSection 186 of the Companies Act 2013 are given in the notes of Financial Statements.
19. SUBSIDIARIES ASSOCIATE AND JOINT VENTURE COMPANIES & CONSOLIDATED FINANCIALSTATEMENTS
During the year under review the Company has only 1 (one) material unlisted subsidiaryi.e. Maithan Ispat Limited. Pursuant to Section 129(3) of the Companies Act 2013 andAccounting Standard issued by the Institute of Chartered Accountants of IndiaConsolidated Financial Statements presented by the Company include the FinancialStatements of its Subsidiary. Consolidated Financial Statements form part of this AnnualReport. Statement containing the salient features of the financial statement of theCompany's subsidiary in Form AOC-1 is enclosed as Annexure-B.
In terms of provisions of Section 136 of the Companies Act 2013 the Company shallplace separate audited accounts of the Subsidiary Company on its website atwww.mescosteel.com.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review the Company entered into contracts or arrangements withrelated parties which were in the ordinary course of business and on arm's length basis.All related party transactions were placed before the Audit Committee for review onquarterly basis. The details of the related party transactions as required underAccounting Standard are set out in Notes to the standalone financial statements formingpart of this Annual Report.
There are no material transactions with the related parties except transactions whichwere approved by Shareholders at 27th Annual General Meeting held on December 30 2020 inaccordance with Company's Related Party Transaction Policy and Regulation 23 of LODRRegulations. As required under Regulation 46 (2) (g) of LODR the Related PartyTransaction Policy and Company's Material Subsidiary Policy is disclosed in the Company'swebsite i.e. www.mescosteel.com
The details of the related party transactions as required under Section 134(3)(h) r/wRule 8 (2) of the Companies (Accounts) Rules 2014 and under Regulation 34(3)Para A ofSchedule V of SEBI(LODR) Regulations 2015 is as per Form AOC 2 and is enclosed asAnnexure - C.
21. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company to which the financialstatements relate and the date of the report and the date of this Report except to theextent disclosed below:
Maithan Ispat Limited is hundred percent subsidiary of Mideast Integrated SteelsLimited. The Company holds 99.6% of Maithan's share capital amounting to Rs. 1798.85million. Maithan plant is not in operation since February 2019. The Company has givenadvances to Maithan keeping in view the prospective revival of the Company in near future.For the same purchase advances have been given during the year by the Company. The sameis duly approved by the Board and Audit Committee. Maithan Ispat Limited had made a OneTime Settlement with the Consortium Banks to settle the loans through one time settlementfinalized with the banks for an amount of Rs. 175.00 crores. Further the Company is alsotaking steps for resuming of the operations of the Company. Keeping these things intoconsideration the Board is hopeful to start functioning of the Company soon.
The Management has reviewed all the assets and liabilities of the Company. Theassets and liabilities of the Company has been valued at receivable and payable valuerespectively.
COVID 19 and its global impact has put limitations on the physical movement andfunctioning of the people in the Company. The Company has tried to collate confirmationsand provided the same to the extent possible but due to COVID some information andcertain actions could not be taken and provided to auditor as on 31.03.2021 as manyinformation that was needed to be provided about the Company was inaccessible. Company hadnow placed the systems and we expect normalization of all processes soon.
Mideast Integrated Steels Limited is in conversation with serious investors toresume operations as well as to induct capital in the company so as to resolve the variousfinancial problems being faced and we expect to start production in the next few months.
Point wise Replies to Auditor's Qualifications
1. The company is in talks with the parties for recovery of amounts due from them. Thecompany has recovered approximately Rs.20 lakhs during the year.Further the Company isgoing to start the plant soon and the amounts will be recovered either in cash and / orgoods. The Management has reviewed all the assets and liabilities of the Company. Theassets and liabilities of the Company has been valued at receivable and payable valuerespectively.
2. Maithan Ispat Limited is hundred percent subsidiary of Mideast Integrated SteelsLimited. The Company holds 99.6% of Maithan's share capital amounting to Rs. 1798.85million. Maithan plant is not in operation since February 2019. The Company has givenadvances to Maithan keeping in view the prospective revival of the Company in near future.For the same purchase advances have been given during the year by the Company. The sameis duly approved by the Board and Audit Committee. Maithan Ispat Limited had made a OneTime Settlement with the Consortium Banks to settle the loans through one time settlementfinalized with the banks for an amount of Rs. 175.00 crores. Further the Company is alsotaking steps for resuming of the operations of the Company. Keeping these things intoconsideration the Board is hopeful to start functioning of the Company soon.
3. MISL had already taken a blanket approval at the AGM in the March 2020 for Rs. 500crores and these advances are covered within these amounts. MISL is taking necessary stepsto recover the amount and / or material for which we have paid advances to these parties.The management is very hopeful of recovering these advance either in money and / ormaterial and do not believe these advances to be impaired. MISL estimates that thecarrying amounts of these advances are not less than the recoverable amounts.
4. Management is undertaking continuous efforts to restart very soon the plant of itssubsidiary Maithan Ispat Limited and are hopeful of achieving this objective in the nearfuture. Moreover a One Time Settlement ("OTS") has been done with theconsortium of Banks of the subsidiary Maithan Ispat Limited.The management does notestimate that the carrying amounts of its investment in its subsidiary Maithan IspatLimited is less than its recoverable amounts.
5. In pursuance to the Judgement dated 2nd August 2017 of Honorable Supreme Court ofIndia in the matter of Writ Petition (Civil) No. 114 of 2014 (Common Cause v/s Union ofIndia & Others) an amount of ^ 924.75 crores has been imposed on the Company towards'Compensation' as determined in the said Judgement which was to be paid by 31st December2017 eventhough the Government Taxes and Royalty was paid on the ores extracted. Sincethe amount was not paid by the stipulated date the Honorable Supreme Court ordered tostop mining operations with effect from 1st January 2018. The Company has however filed a'Curative petition' (Civil) before the Honorable Supreme Court of India challenging theJudgement and which is still pending. Hence provision has not been made for the same inthe books of accounts. Further in the said case Company managed to get an Order dated 15thJanuary 2020 from Hon'ble Supreme Court according to which Company get permission tosell 2351027.83 T of iron ore of different grade and sizes and which has been extracted.Further the realization amount from said sale should be deposited with the State of Odishatowards partial satisfaction of the Compensation demand raised by Demand Notice dated02.09.2017. The Company is in process to sell the iron ore and to comply with the normsit is further to be noted that Company managed to get an extension of further six monthsvide last order dated 24th November 2020. The Company has deposited with the GovernmentRs. 211 cores including GST till March 2021 under protest towards Compensation amount.
6. We have been informed that as per the policies of the concerned BanksBank willprovide statement and balance confirmation either by hand or on registered email address.It will not be possible to change the registered email address to provide directconfirmation to the auditors.We have forwarded all the confirmation as and when receivedfrom the Banks by us to you.
7. Company is in process of ascertaining the correct value of assets in the marketand accordingly carrying out the deferred tax.
8. The plant of MISL is not in operation since December 2019 compounded further bythe impact of Covid 19 Company did not have the funds to complete the work on thesecapital assets and put them to use. Once the plant starts Company we will be able tofinish the work so required to be done on these capital work in progress put these assetsto use and capitalize the same.
9. Company is in process to receive the balance confirmation from DebtorsCreditors and loans and advance as given and / or received and/or for the depositsreceived and given as soon as same are received by the company the details will beshared with the Auditors. Further management is of the view that onconfirmation/reconciliation of the balances there will not be any material impact on thestate of affairs of the Company. Only those confirmations are not available where there isdispute between Companies and parties involved in the dispute.
10. Management is in talks with the parties to settle the balances of non-movingold Debtors & Creditors and is much confident of getting realization. Hence nolitigation has been initiated.
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as Annexure-D.
23. RISK MANAGEMENT POLICY
The Board of Directors has constituted a Risk Management Committee which is entrustedwith the responsibility of overseeing various strategic operational and financial risksthat the Organization faces along with the adequacy of mitigation plans to address suchrisks. There is an overarching Risk Management Policy in place that was reviewed andapproved by the Board.
24. CORPORATE SOCIAL RESPONSIBILITY
The CSR Committee consists of three directors including two Independent Directors. TheCSR Committee has formulated a CSR policy of the Company for undertaking the activities asspecified in Schedule VII of the Companies Act 2013. The said policy has been approvedand adopted by the Board of Directors of the Company the contents of which have beendisplayed on the Company's website. (Weblink:www.mescosteel.com). The Annual Report on CSRactivities initiated and undertaken by the Company during the year under review is annexedherewith as Annexure-E.
25. PERFORMANCE 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 seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.
In a separate meeting of Independent Directors performance of Non IndependentDirectors and performance of the Board as a whole was evaluated. Further they alsoevaluated the performance of the Chairman of the Company taking into account the views ofthe Executive Directors and Nonexecutive Directors.
26. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review in accordance with the provisions of the Companies Act2013 and Articles of Association of the Company Mr. Vishwambhar Nath Tiwari Director& CEO retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for reappointment.
During the year under review Mr. Upendra Mani Tripathi is appointed as a Non ExecutiveAdditional Director of the Company w.e.f 23.10.2021.
During the year under review Mr. Prasant Kumar Misra was appointed as a Non ExecutiveAdditional Director of the Company w.e.f 23.11.2021.
In the Board Meeting held on 11.05.2020 Mr. Sandeep Kumar Agarwal tendered hisresignation from the post of Company Secretary cum Compliance Officer of the Company.
Mr. Vishwambhar Nath Tiwari was appointed as CEO of the Company w.e.f 11.09.2020.
Mr. Manas Ranjan Pahi was appointed as CFO of the Company w.e.f. 11.09.2020.
Mrs. Priyanka Chugh was appointed on the post of Company Secretary cum ComplianceOfficer of the Company in the meeting held on 11.09.2020.
Mr. Gurjeet Singh Jawawadha was to be reappointed in the AGM held on 30.12.2020. Theresolution for re-appointment of Mr. Gurjeet Singh Jawandha as an Independent Director wasnot approved by the shareholders in the Annual General Meeting of the Company ThereforeMr. Gurjeet Singh Jawandha is no more associated with the Company in the capacity ofIndependent Director w.e.f. 30.12.2020..
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
There are no significant and material orders passed by the regulators or courts ortribunals which impact the going concern status and Company's operations in future exceptto the extent disclosed at point No. 21 of the Director's Report.
28. INTERNAL FINANCIAL CONTROLS
Details of internal financial control and its adequacy in compliance with theprovisions of Rule 8 (5)(viii) of Companies (Accounts) Rules 2014 are included in theManagement Discussion and Analysis Report which forms part of this Report.
29. DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.During the financial year ended March 31 2021 no complaint pertaining to sexualharassment was received by the Company. Further company confirms that the company hascomplied with provisions relating to the constitution of Internal Complaints Committeeunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.
30. AUDIT COMMITTEE
The details pertaining to the composition of the audit committee are included in theCorporate Governance Report which is part of this report.
31. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided as Annexure F to this report.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules forms part of this Annual Report and isattached as Annexure-G.
32. STAKEHOLDERS RELATIONSHIP COMMITTEE
The details pertaining to the composition of the Stakeholder Relationship committee areincluded in the Corporate Governance Report which is a part of this report.
33. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
Your Company recognizes the value of transparency and accountability in itsadministrative and management practices. The Company promotes the ethical behavior in allits business activities. The Company has adopted the Whistle blower Policy and VigilMechanism in view to provide a mechanism for the directors and employees of the Company toapproach Audit Committee of the Company to report existing/ probable violations of lawsrules regulations or unethical conduct.The Whistle Blower Policy has been posted on thewebsite of the Company (www.mescosteel.com)
34. CORPORATE GOVERNANCE
Report on Corporate Governance and Certificate of Practicing Company Secretaryregarding compliance of the conditions of Corporate Governance as stipulated in Part C ofSchedule V of the SEBI (LODR) Regulations 2015 are enclosed as part of this report.
35. COMPLIANCES WITH SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India.
36. FRAUD REPORTING
There have been no frauds reported by the Auditors of the Company to the AuditCommittee or the Board of Directors under sub-section (12) of section 143 of the CompaniesAct 2013 during the financial year.
The Board expresses its sincere gratitude to the shareholders bankers/lendersInvestors vendors State and Central Government authorities and the valued customers fortheir continued support. The Board also wholeheartedly acknowledges and appreciates thededicated efforts and commitment of all employees of the Company.
| ||By order of the Board |
| ||For and on behalf of |
| ||Mideast Integrated Steels Limited |
| ||Rita Singh |
| ||Chairperson cum Managing Director |
| ||DIN:00082263 |
|Place: New Delhi || |
|Date: 06.12.2021 || |