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N D Metal Industries Ltd.

BSE: 512024 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE643D01013
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OPEN 23.50
CLOSE 23.50
VOLUME 200
52-Week high 24.00
52-Week low 22.80
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

N D Metal Industries Ltd. (NDMETALINDS) - Director Report

Company director report

To

The Members

N D METAL INDUSTRIES LIMITED '

Your Directors have pleasure in presenting their Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2020.

Financial Summary or Highlights/Performance of the Company (Standalone)

Particulars 31/03/2020 31/03/2019
Total Income 39524154 74939555
Expenditure f 73991238 72858484
Profit / Loss before Tax (4708090) 2081072
Taxes paid and provided 387000
Deferred tax liability / (-) asset (639206) (602610)
Profit / Loss after Tax (4068884) 2296673
Proposed Final Dividend 0 0
Dividend distribution tax 0 0
Balance carried to Balance Sheet (4068884) 2296673

Operational Performance:

Revenue from operations of the Company is Rs. 39524154/- as compared to Rs.74939555/- the revenue has increased as compared to previous year.

Profit of the Company is Rs. (4068884) /- as compared to Rs. 2296673 /- the Profithas decreased as compared to previous year.

Dividend:

In view of further expansion of the business the Board of Directors of your Companydoes not recommend any dividend for the year ended 31stMarch 2020. '

Address: 417

Maker Chamber-V Nariman Point

Mumbai - 400 021.

Tel. No. +91-22-2282 2383 (5 Lijies).

Fax No. +91-22-2285 2452.

Website: www.ndmil.com

Email: ndmil@ndmil.com

Transfer To Reserves & Surplus:

The Company has not transferred any amount to the Reserves & Surplus during theYear under Review.

Change In The Nature Of Business If Any:

No Changes have occurred in the Nature of the Business during the Year under Review.

Material Changes And Commitments If Any Affecting The Financial Position Of TheCompany Which Have Occurred Between The End Of The Financial Year Of The Company To WhichThe Financial Statements Relate And The Date Of The Report;

No Material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of the report.

Details Of Significant Anti Material Orders Passed By The Regulators Or Courts OrTribunals Impacting The Going Concern Status And Company's Operations In Future:

No Significant and Material Orders have been passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future during theYear under Review.

Details of Subsidiarv/Joint Ventures/Associate Companies and Financial Performancethereof:

As on March 31 2020 the Company has No Subsidiary and Associate Company.

No Company has become or has ceased to become a Subsidiary/Associate Company during theYear under review.

Deposits;

The Company has not accepted any Deposits within the meaning of section 73 of theCompanies Act 2013 and the Rules made there under. Hence there is nothing to Report inthis Matter. However the Company continues to enjoy Loans from Director which areexempted under Rule 2(1) (viii) of the Companies (Acceptance of Deposit) Rules 2014.

Auditors:

Statutory Auditors:

M/s. For SUVARNA & KATDARE Statutory Auditors of the Company hold office until theconclusion of the ensuing Annual General Meeting and being eligible to offer themselvesfor re-appointment. '

M/s. For SUVARNA & KATDARE. Chartered Accountants have furnished a certificateconfirming that if reappointed their re-appointment will be in accordance with Section139 read with Section 141 of the Act. Pursuant to the provisions of the Act and the Rulesmade there under it is proposed to appoint M/s. For SUVARNA & KATDARE. CharteredAccountants; as the statutory auditors of the Company from the conclusion of theforthcoming AGM till the conclusion of the next Annual General Meeting subject toratification at every subsequent Annual General Meeting held after this Annual GeneralMeeting.

Members are requested to consider the re-appointment of M/s. For SUVARNA &KATDARE. Chartered Accountants and authorize the Board of Directors to fix theirremuneration.

Secretarial auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed CS. Charu Golash Practicing Company Secretary (Proprietor) CP No: 8005 toundertake the Secretarial Audit of the Company for the year ended 31stMarch2020.

Auditors' Report:

Report of Statutory Auditors of the Company is self-explanatory and do not call forseparate explanation from the Board.

Secretarial Audit Report:

A Secretarial Audit Report given by CS Charu Golash a Company Secretary in practiceshall be annexed with the report. '

Director's Reply on the Observations on the Secretarial Audit Report:

Serial No. Secretarial Auditors Remarks Directors Reply
1. Observation Related to Compliance with the SEBI Rules/ Guidelines/ Regulations/ LODR Effective Steps are taken by the Company to strengthen the System of maintaining Internal Records
2. the Company is in the process of making necessary Disclosures on the Website of the Company Effective Steps are taken to make necessary disclosure on the Website of the Company
3. The Company have not paid Listing Fees for FY 2018-19 and JO 19-20 The Company is in process to pay listing fees
4. The Company has delayed the filing of Annual Report for FY 2018-19 with BSE The Company have filed the same with Stock Exchange and completed the Compliance in February 2020

Share Capital:

The paid up Equity Share Capital as on March 31 2020 was Rs. 24800000/- during theyear under review. The Company has not issued any shares.

Shares with Differential Voting Rights:

The Company has not issued shares with differential voting rights during the year.

Issued Employee Stock Options / ESOP:

The Company has not issued employee stock options and does not have any scheme to fundits employees to purchase the shares of the Company.

Issue of Sweat Equity:

The Company has not issued sweat equity shares during the year.

Listing of Company's Scrip:

Your Company was listed on the Calcutta Stock Exchange.

Extract Of Annual Return:

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in form MGT-9 is annexed asAnnexure I.

Conservation of energy technology absorption and foreign exchange earnings and outgo:.

The Information Regarding Conservation of Energy & Technology Absorption isprovided in Annexure II

Foreign Exchange Earnings and Outgo:

Amount

Total Foreign Exchange Inflow 0
Total Foreign Exchange outflow 0

Corporate Governance Report:

Since the paid Up Share Capital of Your Company as on 31st March 2020 wasRs. Rs. 24800000/- and the Net worth of your Compefriy never exceed a sum of Rs. 25Crores or more at any time in the history of the Company therefore the quarterly report onCorporate Governance pursuant to regulation 27(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 is not applicable to the Company. However theCompany has been observing best governance practices and is committed to adhere toCorporate Governance Requirement on an ongoing basis.

Directors:

A) Changes in Directors and Key Managerial Personnel

ADDointments and changes in Designation during the Year under Review.

During the year under review there is no change in directors of the Company

B) Appointment of Independent Directorisl and re- appointment if any

Your Directors are making all round efforts to identify and Appoint IndependentDirectors so as to comply with Section 149(4) of the Companies Act 2013 read with Rule 4of The Companies (Appointment and Qualification of Directors) Rules 2014.

C) Annual Evaluation of Board Performance And Performance Of Its Committee And OfDirector:

Since your Company is in the process of identifying and appointing Independentdirectors on the Board of your Company at this juncture your Company could not able toConstitute and appoint its Committee Members for the Following:

Audit Committee

Nomination and Remuneration Committee

Number of meetings of the Board of Directors:

The Board of Directors of the Company has met 04 times during the Year under review

Date of the meeting . No. of Directors attended the meeting
30/05/2019 5
14/08/2019 5
14/11/2019 5
14/02/2020 5

Details of establishment of vigil mechanism for directors and employees:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Managing Director of the Company.Nobody has denied access to the Managing director of the Company in this regard.

Nomination and Remuneration Committee:

As reported above your Company is in the process of identifying and appointingIndependent directors on the Board of your Company at this juncture as the consequence toit your Company could not able to constitute and Appoint its Committee Members forNomination and Remuneration Committee.

Once the Committee is constituted the Remuneration Policy will be framed and executedfor Remuneration given to the KMP of the Company and the same Policy will be uploaded onthe website of the Company.

Internal Financial Controls:

Your Company has in place adequate internal financial controls with reference tofinancial statements.

Your Company has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial disclosures.

Corporate Social Responsibility:

As a socially responsible Company your Company has a strong sense of communityresponsibility.

The Company however does not fall within the Criteria as laid down by the Act is notrequired to constitute a CSR Committee. Further the Company has been suffering.a loss forthe Last two Years; hence the Company has not formulated any Policy.

Policy on prevention prohibition and redressal of sexual harassment at workplace:

The Company has zero tolerance for sexual harassment at the workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexuat Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. 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. The Company has alsoconstituted an Internal Complaints Committee to inquire into complaints of sexualharassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financialyear 2019-2020.

Disclosure:

Number of complaints of sexual harassment received in the year NIL
Number of complaints disposed off during the year NIL
Number of cases pending for more than ninety days NIL
Number of workshops or awareness programme against sexual harassment carried out NIL
Nature of action taken by the employer or District Officer NIL

Particulars of loans guarantees or investments under section 185 &186:

During the year No Loans or Guarantees are given nor are any Investments made by theCompany under Section 186 of the Companies Act 2013.

The company has granted unsecured interest free loan to one of its Director during theyear in terms of Section 185 of the Companies Act 2013. There is no time boundstipulation as regards the repayment of principal or interest.

Particulars of contracts or arrangements with related parties;

The Particulars of Contracts or arrangements with related Parties are provided for inAnnexure III (AOC-

2).Risk Management:

Your Company has adopted a Risk Management Policy/ Plan in accordance with theprovisions of the Companies Act It establishes various levels of accountability andoverview within the Company while vesting identified managers with responsibility foreach significant risk.

This risk management process covers risk identification assessment analysis andmitigation. Incorporating sustainability in the process also helps to align potentialexposures with the risk appetite and highlights risks associated with chosen strategies.

Related Party Transactions:

All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Companies Act 2013 (‘the Act') and the ListingAgreement. All Related Party Transactions are placed ' * before the Board forapproval.

The Company has adopted a Related Party Transactions Policy. The Policy as approved bythe Board is uploaded on the Company's website at the web link: www.sahilmoulds.com

Details of the transactions with Related Parties are provided in the accompanyingfinancial statements.

Criteria for determining qualifications positive attributes and independence of adirector: .

Since the Company is in the process of identifying Independent Director The saiddisclosure is reported to be Nil for the period under review Particulars of Employees;During the financial year under review none of the Company's employees was in receipt ofremuneration as prescribed under Rule 5 (2) and (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules. Hence no particulars are required to bedisclosed in this Report.

Directors' Responsibility Statement:

In terms of the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act2013 and to the best of their knowledge and belief and according to the information andexplanations obtained by them and same as mentioned elsewhere in this Report the attachedAnnual Accounts and the Auditors' Report thereon your Directors confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;

(ii) they 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 fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Acknowledgement:

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

By Order of the Board of Directors

For N D METAL INDUSTRIES LIMITED

Date: 31/07/2020

Place: Mumbai

.