To Dear Members
The Directors present their Thirty Third Annual Report and the Audited Statement ofAccounts for the year ended 31st March 2018.
The performance of the Company for the financial year ended 31st March 2018is summarized below:
|Particulars ||Year ended 31.03.2018(in ||Year ended 31.03.2017(in |
| ||lakhs) ||lakhs) |
|Income(Gross) ||717.62 ||792 |
|Expenses during the year excluding depreciation & interest ||559.22 ||601.31 |
|Profit/(Loss) before depreciation & interest ||158.4 ||190.69 |
|Less: - Depreciation ||31.09 ||29.67 |
|Interest || || |
|Profit before Taxes ||127.31 ||161.02 |
|Less:- Provision for Taxation || || |
|- Current Tax/MAT ||35.77 ||38.20 |
|- Short/Excess provision of taxation for previous period ||1.66 ||1.81 |
|- Deferred Tax ||(6.03) ||10.15 |
|Profit/(Loss) After Tax ||95.91 ||110.87 |
|Prior period adjustments ||- ||- |
|Profit/(Loss) for the year after tax and prior period adjustments ||95.91 ||110.87 |
Your Directors intend to plough back available resources for financial requirements andexpress their inability to recommend any dividend for the financial year.
The Company has transferred Rs. 1800000/- from the statement of profit and loss togeneral reserve during the year under review.
The fiscal year 2018 was a period of relative stability. During the year under reviewyour Company achieved a profit of Rs. 127.31/-(in lakhs) before tax as against Profit161.02/-(in lakhs) in the preceding financial year.
'JiSi I s
BOARD MEETINGS OF THE COMPANY
The details of the number of meetings of the Board held during the financial year2017-18 forms part of the Corporate Governance Report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
The Management Discussion and Analysis Report forms part of this Annual Report incompliances with Regulation 34 of SEBI (LODR) Regulations 2015 and is annexed marked as Annexure'A'.
SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANY
The Company has no subsidiary Associate Companies and joint venture Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATES.
There have been no material changes and commitments occurred between the periodsaffecting the financial position of the Company.
EXTRACTS OF THE ANNUAL RETURN
The details forming part of extract of Annual Return as on the financial year endedMarch 31 2018 pursuant to Section 92(3) of the Companies Act 2013 in Form MGT-9 isattached as ANNEXURE 'B'.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the
Companies (Accounts) Rules 2014 is given in Annexure 'C' to this Report.
As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Compliance with the Corporate Governance Provisions shall not applyin respect of the listed entity having paid up Equity Share Capital not exceeding RupeesTen Crores and Net worth not exceeding Rupees Twenty Five Crores as on the last day of theprevious financial year. However as a good governance practice the Directors Report onCorporate Governance is annexed and form part of this report as Annexure 'D'.
CORPORATE SOCIAL RESPONSIBILITY
Even though the provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the Company yet the Company has been over the yearspursuing as part of its corporate philosophy an unwritten CSR policy voluntarily whichgoes much beyond mere philanthropic gestures and integrates interest welfare andaspirations of the community with those of the Company itself in an environment ofpartnership for inclusive development.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
While selecting Directors the Company looks for an appropriate balance of skillsexperience
independence and knowledge to enable them discharge their respective duties andresponsibilities effectively. The Company has laid down a clear Policy on remuneration ofDirectors Key Managerial Personnel and other employees
DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed under sub-section (6)of Section 149 of the Companies Act 2013.
APPOINTMENT OF COMPANY SECRETARY
The Company has appointed Ms. Sonam Nandwani an Associate Member of the Institute ofCompany Secretaries of India as Company Secretary of the Company to hold the officew.e.f. 27th September 2017.
Details of all elements of remuneration paid to all the Directors are given in theCorporate Governance Report. Details of remuneration as required under Section 197(12) ofCompanies Act 2013 read with Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in this report.
The Board of Directors has complied with the provisions of Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 regarding AnnualEvaluation of performance of the Board the Committees and the individual Directors. Suchevaluation was made on the parameters such as the level of engagement and contribution andindependence of judgment thereby safeguarding the interest of the Company. The performanceof the Board its committees and the individual Directors is satisfactory.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (m) of the Companies Act 2013 with respect to DirectorsResponsibility statement it is hereby confirmed that:-
(i) In the preparation of the Annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any.
(ii) 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 or loss of the Company for that period.
(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud andotherirregularities.
(iv) The Directors have prepared the annual accounts for the financial year ended 31stMarch 2018 on a going concern basis.
(v) The Director had laid down internal financial controls to be followed by companyand that internal financial controls are adequate and operating effectively.
(vi) The Director had devised proper system to ensure compliance with provision of allapplicable laws and such is adequate and operating effectively
The Auditors report does not contain any reservation qualification or adverse remark.
The secretarial audit of the Company has been conducted by M/s. V Kumar and AssociatesCompany Secretaries and their report on the secretarial audit for the year under review isannexed hereto is attached as ANNEXURE 'F'.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report does not contain any reservation qualification or adverseremark except that:> Since Company is required to appoint Internal Auditor pursuant tosection 138 of the Companies Act 2013 read with rule 13 of the Companies (Accounts)Rules 2014 But the Company did not appoint any Internal Auditor.
The Company has not accepted any fixed deposits during the financial year under review.
PARTICULARS OF LOAN GUARANTEES AND INVESTMENT MADE UNDER 186 OF THE COMPANIES ACT2013
The Company has neither given any loan to any persons or body corporate nor given anyguarantee or provided security in connection with a loan to other body corporate orPersons. The Company has not made any investment in the purchase of shares of anyassociate Company during the year under review.
RELATED PARTY TRNSACTIONS
All the related party transactions that were entered into during the financial yearwere in the ordinary course of Company's business and on arm's length basis. There are nomaterially significant related party transactions made by the Company with the PromotersKey Management Personnel or other designated persons which may have potential conflictwith the interest of the Company at large. However the related party transactions aregiven in Note No.27.
DETAILS IN RESPECT OF ADEQUACY OF INTERIAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENT
The Company has adequate internal financial control system commensurate with the sizeof the Company and the nature of its business with regards to purchase of Fixed Assets.The activities of the Company do not involve purchase of inventories and sale of goods andservices.
For the purposes of effective internal financial control the Company has adoptedvarious procedures for ensuring the orderly and efficient conduct of its businessincluding adherence to Company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information.
To ensure adequacy of internal financial controls the procedures adopted by theCompany are based on the following parameters:
(a) Familiarity with Policies and Procedures - the related policies and procedures andthe changes thereto if any are communicated to the employees at the time of joining andit is ensured that such person understands the policies or procedurescorrectly.
(b) Accountability of Transactions - There is a proper delegation of authorities andresponsibilities so as to ensure accountability of anytransaction.
(c) Accuracy & Completeness of Financial Statements/ Reports - For accuracy andcompleteness of information reconciliation procedure and multiple checking at differentlevel have been adopted. To avoid human error computer software is extensivelyused.
(d) Retention and Filing of Base Documents - All the source documents are properlyfiled and stored in a safe manner. Further important documents depending upon theirsignificance are alsodigitized.
(e) Segregation of Duties - It is ensured that no person handles all the aspects of atransaction. To avoid any conflict of interest and to ensure propriety the duties havebeen distributed at differentlevels.
(f) Timeliness - It is also ensured that all the transactions are recorded and reportedin a timely manner.
The procedures are also reviewed by the Statutory Auditors and the Directors of theCompany from time to time. There has also been proper reporting mechanism implemented inthe organization for reporting any deviation from the procedures.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed dividend declared and paid in past years theprovisions of Section 125 of the Companies Act 2013 do not apply.
The Company is engaged in the business of manufacturing of Polyester Buttons which aregoverned by the same set of risks and returns and as such are in the same segment.
RISK MANAGEMENT POLICY
At present the Company has not identified any element of risk which may threaten theexistence of the Company.
Your Directors wish to place on record and acknowledge their appreciation for thecontinued support and co- operation received from Government agencies and theshareholders. Your Directors also record their appreciation for the total dedication ofemployees at all levels.
| ||For and on behalf of the Board of Directors |
| ||FOR Niraj Ispat Industries Limited |
| || |
|Place: New Delhi || |
|Date: 03.09.2018 || |
|Sd/- ||Sd/- |
|Haryant Kumar Chaudhry ||Chaitanya Chaudhary |
|Director ||Director |
|DIN:00021795 ||DIN:06813394 |
|Address: KD-46 Kavi Nagar ||Address: KD-46 Kavi Nagar |
|Ghaziabad-201002 Uttar Pradesh ||Ghaziabad-201002 |