You are here » Home » Companies » Company Overview » National Steel & Agro Industries Ltd

National Steel & Agro Industries Ltd.

BSE: 513179 Sector: Metals & Mining
BSE 00:00 | 16 Jul 13.61 -0.71






NSE 00:00 | 16 Jul 13.50 -0.70






OPEN 14.20
52-Week high 51.50
52-Week low 10.30
P/E 2.48
Mkt Cap.(Rs cr) 61
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 14.20
CLOSE 14.32
52-Week high 51.50
52-Week low 10.30
P/E 2.48
Mkt Cap.(Rs cr) 61
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

National Steel & Agro Industries Ltd. (NATNLSTEEL) - Director Report

Company director report

Dear Members

Your Directors have pleasure to present Thirty First Annual Report on the business andoperations of the

Company along with the Audited Statement of Accounts for the Financial Year ended 31stMarch 2017.

PARTICULARS Year ended 31.03.2017 Year ended 31.03.2016
Revenue from Operations 411403 389353
Earning Before Interest Tax Depreciation and 18365 19025
Amortisation (EBITDA)
Finance Cost 13489 13740
Depreciation 1621 1456
Profit Before Tax (PBT) 3255 3829
Provision for :-
Income Tax/Adjusted for earlier years (Net) 764 957
Deferred Tax (Assets)/Liabilities 429 58
Profit / (Loss) After Tax (PAT) 2062 2814


During the year under review your Company's performance is better than previous year.Your Company' s Revenue from Operations has been 411403 Lacs as against 389353 Lacsfor the previous year.

The Profit Before Tax has been 3255 Lacs ( 3829 Lacs in the previous year) and ProfitAfter tax is 2062 Lacs ( 2814 Lacs in the previous year).

Operational Profit (Profit from ordinary activities before exceptional items) for theyear under review has increased by approx. 105% to 3255 Lacs as compared to 1585 Lacs inthe previous year.

Your Directors are confident to improve the performance in the current Financial Year.


Management Discussion and Analysis forming part of this report as required underRegulation 34 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 {hereinafter referred as SEBI (LODR)Regulations 2015} is attached separately to this Report.


In view of requirement of funds for business activities the Board has decided not torecommend any dividend on Equity Shares for the year under review.

The Company has made provision of dividend @ 4% p.a. on 5501022 Redeemable CumulativePreference Shares for the Financial Year 2016-17.


During the year under review the Board has appointed Mr. Shrikant Tirpude as NomineeDirector of ID BI Bank Limited w.e.f. 13th January 2017 in place of Mr. MunishMohan whose nomination withdrawn by IDBI Bank Limited w.e.f. 27 th November2016. The Board has extended its deepest gratitude to Mr. Munish Mohan for hisassociation dedication and commitment towards Company as Nominee Director of the IDBIBank Limited.

Independent Directors have given declaration that they meet the criteria ofindependence as provided in the Section 149 of the Companies Act 2013.


Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. NagalingamGoli Managing Director of the Company retires by rotation and being eligible offershimself for reappointment.


Pursuant to the applicable provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance its Committees and the Directors. The manner in which the evaluation has beencarried out explained in the Corporate Governance Report.


The Audit Committee comprises three Directors namely Mr. Navin Khandelwal Mr. RajeshNema and Mr. Nagalingam Goli. Mr. Navin Khandelwal Independent Director is Chairman ofthe Audit Committee. The composition of the Audit Committee meets the requirements of theprovisions of Section 177 of the Companies Act 2013 and of Regulation 18 of the SEBI(LODR) Regulations 2015.

There are no recommendations of the Audit Committee which have not been accepted by theBoard during the period under review.

Details of terms of reference of Audit Committee and meetings of Audit Committee heldduring the year under review have been given in Corporate Governance Report.


The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Director(s) Senior Management Personneland their remuneration. The Nomination and Remuneration Policy is available at theCompany's website.


During the year under review 4 (Four) Board Meetings were held on 27th May2016 12th August 2016 8th November 2016 and 13thJanuary 2017. The details of the Board Meetings are given in the Corporate GovernanceReport. The gap between two meetings did not exceed one hundred and twenty days asprovided under the Companies Act 2013 and SEBI (LODR) Regulations 2015.


Pursuant to the provisions of Section 134 of the Companies Act 2013 your Directorsconfirm that: a) in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures if any; b) the accounting policies had beenselected and applied consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at thefinancial year ended 31st March 2017 and of the profit of the Company for thatperiod; c) proper and sufficient care had been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d) the annual accounts had been prepared on a going concern basis; e)internal financial controls to be followed by the Company had been laid down and thesecontrols are adequate and were operating effectively; and f) proper systems to ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.


The transactions entered into with all the related parties during the year under reviewwere on arm's length basis and in the ordinary course of business.

All Related Party Transactions were placed before the Audit Committee and the Board ofDirectors pu rsuant to applicable provisions of SEBI (LODR) Regulations 2015 &Companies Act 2013. Prior omnibus approval of the Audit Committee has been obtained forthe transactions which were repetitive in nature. The transactions entered into pursuantto the omnibus approval so granted are audited and a statement giving details of allrelated party transactions is placed before the Audit Committee and the Board ofDirectors. The policy on Related Party Transactions as approved by the Board is availableat the Com pany's website.

Details of Related Party Transactions are given in "Annexure-A."


The Board has constituted a Risk Management Committee to assess risks in the operationsof business of the Company to mitigate and minimise risks assessed periodic monitoringof risks and other matt ers to be delegated to the Committee by the Board from time totime.

Following are the members of the Committee :

1. Mr. Santosh Shahra : Chairman

2. Mr. Nagalingam Goli : Member


As part of its initiatives under "Corporate Social Responsibility" (CSR) theCompany could spend only 1.60 Lacs for CSR Activities during the year under review.

During the year under review the executives of the Company had series of meetings anddetailed discussions with representatives of number of NGOs (Implementing Agencies) toactively support and channelise the activities / projects / programmes to be undertaken bythe Company in line with its CSR Objectives. Your Company is working on the same.

The Report on CSR Activities as required under Companies (Corporate SocialResponsibility Policy) Rules 2014 is set out as "Annexure-B" forming part ofthis report.


(a) Statutory Auditors :

The Equity Shareholders of the Company in their Twenty Eighth Annual General Meetingheld on 6 th September 2014 had accorded their approval pursuant to theprovisions of Sections 139 and other applicable provisions of Companies Act 2013 andRules made there under to appoint Gupta Saharia & Co. Chartered Accountants (FRN103446W) as the Statutory Auditor of the Company for the period of five years commencingfrom the conclusion of Twenty Eighth Annual General Meeting until the conclusi on ofThirty Third Annual General Meeting.

The Board of Directors of the Company has pursuant to the provisions of Section 139recommended the ratification of appointment of Gupta Saharia & Co. CharteredAccountants (FRN 103446W) for the app roval of the Equity Shareholders from theconclusion of Thirty First Annual General Meeting till the conclusion of Thirty SecondAnnual General Meeting.

The Auditors' Report to the Members for the year under review does not contain anyqualification reservation or adverse remark or disclaimer.

(b) Cost Auditors :

Pursuant to the provisions of Section 148 and other applicable provisions of theCompanies Act 2013 the Board of your Company has re-appointed M. Goyal & Co. CostAccountants (FRN 000051) as the Cost Auditor of the Company for the financial year2017-18. The said Auditors have confirmed that their appointment if made shall be withinthe limits as prescribed under Section 141(3) of the Companies Act 2013. The Cost AuditReport with Annexure shall be submitted along with full information and explanation onevery reservation or qualification contained therein if any to the Central Governmentwithin st ipulated time period.

The Cost Audit Report for the financial year ended 31st March 2016 wasfiled with the Central Government (Ministry of Corporate Affairs) vide SRN G12456125.

(c) 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 Company hadappointed Mr. Ashish Garg Company Secretary in Practice (FCS 5181/CP 4423) to undertakethe Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as"Annexure-C". The Secretarial Audit Report does not contain any qualificationreservation or adverse remark or disclaimer.


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as"Annexure-D".


The details forming part of the extract of the Annual Return in form MGT-9 is annexedas "Annexure-E ".


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements and arewithin the limits.


The Company does not have any joint venture subsidiary or associate company.


The Company has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's Policies the safeguardingof its assets the prevent ion and detection of frauds and errors the accuracy andcompleteness of accounting records and the timely preparation of financial disclosures.

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. These are routinely tested and certified by Statutory aswell as Internal Auditor. Signi ficant audit observations and corrective action arereported to the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee.


Your Company has formulated a mechanism called "Vigil Mechanism/ Whistle BlowerPolicy" for director s and employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct and provided a framework to protect employees wishing to raise a concern aboutserious irregularities within the Company.

The policy permits all the directors and employees to report their concerns to theCompetent Authority Managing Director of the Company and if the Whistle Blower believesthat there is a conflict of interest between the Competent Authority and the WhistleBlower he/she may send his/her protected disclosure directly to the Chairman of the AuditCommittee.

The policy with the name and address of the Competent Authority Managing Director ofthe Company and Chairman of the Audit Committee has been communicated to the employees byuploading the same on the website of the Company.


Your Company did not accept any deposit from the Public during the year under review.


Your Company's Fixed Assets have been adequately insured.


Your Company has been particular in implementing and complying with the norms ofCorporate Governance and complying all the mandatory requirements as specified inRegulations 17 to 27 clause (b) to (i) of sub-regulation (2) of Regulation 46 andparagraph C D and E of Schedule V of the SEBI (LODR) Regulations 2015. A detailed reporton Corporate Governance along with Certificate from Practicing Company Secretaryconfirming the compliance of the conditions of Corporate Governance is attached separatelyto this Report.


In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules are provided in"Annexure-F" forming part of this report.


Your Directors state that during the year under review there was no complaintfiled/pending pursuan t to the provisions of "Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013".


There is no material change and commitment has occurred affecting the financialposition of the Company between the end of the financial year of the Company i.e. 31stMarch 2017 and the date of this report.


Following are the significant and material orders during the year under review:

(i) The Securities and Exchange Board of India (SEBI) has issued an ex-parte ad-interimorder on 24th May 2016 against the Company and restrained the Company frombuying selling or dealing in the securities market either directly or indirectly in anymanner whatsoever till further directions.

Further SEBI vide its order dated 8 th March 2017 has confirmed thedirections issued in the ex-parte ad-interim order dated 24th May 2016 subjectto certain relaxations granted by SEBI to the Company inter alia to trade in commodityderivatives markets for limited purpose of hedging its physical market positions under thesupervision of the exchanges. However the investigation is in process and final orderfrom SEBI is awaited in the matter.

(ii) The Central Government vide its letter dated 16th May 2017 hasapproved remuneration paid / payable to Mr. Santosh Shahra for the financial year 2015-16.

(iii) An application/petition was filed before the National Company Law TribunalMumbai Bench Mumbai under Insolvency and Bankruptcy Code 2016 by Operational Creditoragainst the Company in which vide its order dated 30th January 2017 NCLTdismissed the application/ petition. However against the said NCLT Order an appeal waspreferred by the said operational creditor before the National Company Law AppellateTribunal New Delhi (NCLAT) the hearing of which is concluded on 1st May2017 and vide its order dated 19th May 2017 NCLAT dismissed the appeal.


The Board of Directors take this opportunity to express their deep sense of gratitudeto the Central Government State Government and Local Authorities Financial InstitutionsBanks Customers Dealers Vendors and all the stakeholders for their continuedcooperation and support to your Company.

The Board of Directors wishes to express its appreciation to all the employees of theCompany for their outstanding contribution to the successful operations of the Company.

The Board specially thank to the shareholders for their continued confidence and faithin the Company.

For and on behalf of the Board of Directors
Place : Indore Santosh Shahra
Date : 22 May 2017 Executive Chairman

Annexure – A to Board's Report


[Pursuant to clause (h) of sub – section (3) of Section 134 of the Companies Act2013 and Rule 8(2) of the Companies (Accounts) Rules 2014]

Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub - section(1) of Section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso.

1. Details of contracts or arrangements or transactions not at arm's lengthbasis :-

There were no contracts or arrangements or transactions entered into during theFinancial year ended 31st March 2017 which were not at arm's length basis.

2. Details of material contracts or arrangements or transactions at arm's lengthbasis:-

Name of Related Party Nature of Relationship Nature of Contract Duration of Contract Salient Terms Value of Transactions (Amount in ) Date(s) of approval by the Board if any Amount paid as advances if any
1. Santosh Shahra HUF Executive Chairman is Karta of HUF Office's Rent On-going On the basis of Rent Agr eeme nt 1484174 N.A. N.A.
2. Ushadevi Shahra Wife of Executive Chairman Office Bunglow & Godown Rent On going =Do= 10368706 N.A. N.A.
3. Vishesh Shahra Son of Executive Chairman Office Rent On-going =Do= 5621174 N.A. N.A.
4. Kailash Chandra Shahra HUF Karta of Kailash Chandra Shahra HUF is Brother of Executive Chairman Off ice Rent O n- g o in g =Do= 293808 N.A. N.A.
5. Shahra Brothers Private Limited Executive Chairman is a Director Officeand Lift Rent On-going =Do= 246120 N.A. N.A.
6. Shri Mahadeo Shahra Sukrat Trust Executive Chairman is one of the Trustee Saleof Goods On-going On the basis of Agr eeme nt 485401 N.A. N.A.
7. Samidha Foods Relatives of Sale and On-going =Do= 153250850 N.A. N.A.
Private Limited Executive Ch airm n are Dir ector s in the Company Purchase of Goods and Godown Rent


For and on behalf of the Board of Directors
Place : Indore Santosh Shahra
Date : 22 May 2017 Executive Chairman

Annexure – D to Board's Report



[Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014]


The steps taken or impact on conservation of energy:

The Company has an Energy Conservation Cell which constantly monitors all the energyconservation efforts and ensures implementation of its Energy Management Policy. Effortsare put in continuously to conserve energy.

The Company has taken below mentioned steps at its plant for conservation of energyduring the year under review:

Efforts were made to reduce Electrical Energy in our different lines by:

(i) Software modification.

(ii) Converting of conventional street light into LED Energy efficient light.

Efforts were also made to reduce the consumption of Re-liquefied Natural Gas (RLNG)gas in our different process lines by multiple actions.

There was reduction in energy consumption on account of aforesaid steps taken by theCompany.

During the year under review the Company saved:

• 149.03 Lacs by use of HRU system in GGPP against hot water generator.

• 43.57 Lacs by use of VAM system in GGPP against Air Conditioners; and

• 28.24 Lacs by reducing Mill-2 power consumption through running at 100% speedreduction of break down through TBM & CBM and utilizing Idle time.

• 14.98 Lacs by modification of CC1 chemical hot air drier & heat recoveryfrom chimney fume exhaust gases.

• 17.55 Lacs by replacing of Cold well old pump with new Energy efficient pump.

• 5.25 Lacs by reducing (RLNG) Consumption at CGL-2 in chromating dryer.

• Around 6.00 Lacs by various other steps taken by the Company.

The steps taken by the Company for utilising alternate sources of energy :

During the year under review the Company has not taken any step for utilisingalternate sources of energy.

Capital Investment on energy conservation equipments

During the year under review the Company has not made any major capital investment onenergy conservation equipments.


The efforts made towards technology absorption

The Company takes time to time steps towards technology absorption. During the yearunder review the Company has taken inter alia following steps:

• Technology upgradation and new product addition in CGL1 by replacing old MS potwith new ceramic pot and converting line for Aluminum-Zinc alloy products.

• Addition of new indigenous colour coating profile lines.

• Developed vendors to get applicator roll rubberising indigenously.

The benefits derived like product improvement cost reduction product development orimport substitution

The quality of the Company's products improved and also there was reduction in the costof the Company's products whenever the Company took steps towards technology absorption.There is a perennial effect of technology absorption in the quality of and on the cost ofthe Company's products.

Imported Technology

The Company has not imported any technology during the last three years.

The expenditure incurred on Research and Development

Your Company has separate "Research and Development Department" working onsome projects. During the year under review infrastructure created to develop andpractically check the cool roof product s and Lab/Rooms was/were made to check actualtemperature difference in conventional and cool roof products. However during the yearunder review the Company has not incurred any major expenditure on Research andDevelopment.


During the year under review your Company's export turnover has been 37048 Lacs ascompared to 56832 Lacs for the previous year.

The Company has imported certain Components Spare Parts and Raw Materials. The detailsof these expenses are as below:

( in Lacs)
S. No. Particulars 31.03.2017 31.03.2016
1. Raw Materials (CIF Value) 35048.34 49807.20
2. Capital Goods and Consumables 174.28 2075.18
3. Traded Goods 46773.37 63893.84
4. Expenses towards Travelling Commission and Others 281.15 272.77
5. Remittance towards Dividend 220.04 220.04

Annexure – F to Board's Report


(A) Particulars of Employees as per [Rule-5 of Companies (Appointment and Remunerationof

Managerial Personnel) Rules 2014]

(i) The ratio of the remuneration of Director to the median remuneration of theemployees of

the Company for the financial year.

S. No. Name of Director Ratio of remuneration of each Director/to median remuneration of employees
1 Mr. Santosh Shahra 66.32:1
2 Mr. Nagalingam Goli 29.87:1
3 Mr. Navin Khandelwal 0.25:1
4 Mr. Rajesh Nema 0.28:1
5 Ms. Neha Singhania 0.13:1

(ii) The percentage increase in remuneration of Director Chief Financial OfficerChief Executive

Officer Company Secretary or Manager if any in the financial year:

S. No. Name of Director 2016-17 2015-16 % increase in remuneration
1 Mr. Santosh Shahra Executive Chairman 219.58 203.82 8
2 Mr. Nagalingam Goli Managing Director* 98.92 - Not Applicable
3 Mr. Navin Khandelwal Independent Director 0.84 0.86 -
4 Mr. Rajesh Nema Independent Director 0.93 0.86 8
5 Ms. Neha Singhania Independent Director 0.44 0.30 47#
6 Mr. Mahesh Jain CFO** 34.65 5.47 -
7 Mr. Pankaj Gupta Company Secretary*** 31.94 23.57 14

* Mr. Nagalingam Goli has been appointed as Managing Director of the Company w.e.f. 1 stApril 2016.

** Mr. Mahesh Jain was appointed w.e.f. 12 th February 2016.

*** Mr. Pankaj Gupta was appointed w.e.f. 28 th May 2015.

# The Company pays only sitting fees to independent directors for attending Board andCommittee meetings. During the year under review Ms. Neha Singhania attended 8 (eight)Board and Committee meetings whereas in the previous year She had attended 6 (six) Boardand Committee meetings.

(iii) The percentage increase in the median remuneration of employees in the financialyear:

Median Remuneration (2016-2017) Median Remuneration (2015-2016) Increase in the Median Remuneration
(Amount in ) (Amount in ) (in %)
331119 287604 15*

* Please read this in conjunction with (A) (v). Also the total number of permanentemployees on the rolls of the Company as on 31st March 2017 were 594 whereasas on 31st March 2016 were 661.

(iv) The number of permanent employees on the rolls of the Company : 594 Employees.

(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: % increasein Average salary of employees other than KMPs for Financial Year 2016-17 is 8.76%.

The increase in the salary of KMPs for Financial Year 2016-17 has given in point no.

(A) (ii) above.

The increment in the salary of employees other than KMPs was on the basis of theperformance of the Company as well as employees' individual performance.

(vi) Affirmation that the remuneration is as per the Remuneration Policy of theCompany.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy ofthe Company.



S. No. Name of the Employee Designation Remuneration Received ( in Lacs) Nature of employment Qualification and Experience Date of Commencement of Employment Age Last Employment held before joining the Company % of Equity Shares held by the employee of the Company within meaning of Clause (iii) of sub rule (2) of Rule 5 of Company (Appointment & Remuneration of Managerial Personnel) Rules 2014 whether such employee is a relative of any Director or manager of Company
1 Mr. Santosh Shahra Executive Chairman 219.58 Contractual Mechanical Engineer MS (USA) and rich and vast hands-on experience of around five decades. 03-03-1986 70 Years Director Ruchi Private Limited - -
2 Mr. Nagalingam Goli Managing Director 98.92 Contractual B. Tech in Mechanical Engineering with Post Graduate Diploma in Management and Post Graduate Diploma in Financial Management having more than 2 decades of rich experience 31-08-2015 47 Years CEO-South Asian Operations EIRICH India Pvt. Limited - -