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Niraj Ispat Industries Ltd.

BSE: 538386 Sector: Industrials
NSE: NIRAJISPAT ISIN Code: INE326T01011
BSE 05:30 | 01 Jan Niraj Ispat Industries Ltd
NSE 05:30 | 01 Jan Niraj Ispat Industries Ltd

Niraj Ispat Industries Ltd. (NIRAJISPAT) - Director Report

Company director report

Dear Members

Your Directors feel pleasure in presenting their 34th Annual Report togetherwith the Audited Statements of accounts for the Financial Year ended on 31stMarch 2019.

FINANCIAL RESULTS

The performance of the Company for the financial year ended on 31st March 2019 issummarized below:

Particulars Yearended 31.03.2019(in lakhs) Yearended 31.03.2018(in lakhs)
Income(Gross) 644.12 717.62
Expenses during the year excluding depreciation & interest 504.48 535.84
Profit/(Loss) before depreciation & interest 139.63 181.77
Less: - Depreciation 30.34 31.08
Interest 24.57 23.37
Profit before Taxes 84.72 127.32
Less:- Provision for Taxation
- Current Tax/MAT 21.41 35.77
- Short/Excess provision of taxation for previous period 0.47 1.66
- Deferred Tax (2.72) (6.03)
Profit/(Loss) After Tax 65.54 95.91
Prior period adjustments - -
Profit/(Loss) for the year after tax and prior period adjustments 65.54 95.91

DIVIDEND

Your Directors intend to plough back available resources for financial requirements andexpress their inability to recommend any dividend for the financial year.

RESERVES

The Company has transferred Rs. 1800000/- from the statement of profit and loss togeneral reserve during the year under review.

BUSINESS OPERATIONS

The fiscal year 2018-19 was a period of relative stability. During the year underreview our Company achieved a profit of Rs. 84.71/-(in lakhs) before tax as againstProfit 127.31/-(in lakhs) in the preceding financial year.

Significant & Material Orders Passed by the Regulators or Courts or TribunalsImpacting the Going Concern Status of the Company

No significant and material orders were passed by any Regulator(s) or Court(s) orTribunal(s) which would impact the going concern status of the company.

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 commitment affecting the financial position of the company haveoccurred between the end of the financial year to which this financial statements relateand the date of this 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 asAnnexure‘A'.

SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANY

During the year under review the Company has no Subsidiary/Joint Venture/ AssociateCompany.

Performance and financial position of each of the subsidiaries associates and jointventure companies included in the consolidated financial statement

The Company has no subsidiaries associates and joint venture companies so this pointis not applicable on the Company.

Details in Respect of Frauds Reported by Auditors under Sub-Section (12) Of Section 143other than those which are Reportable to The Central Government

Auditors have not reported any frauds during the year under review.

PUBLIC DEPOSITS

During the year under review the Company has not accepted any deposit under Section 73of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 1975.

EXTRACTS OF THE ANNUAL RETURN

The extract of the Annual Return in Form No.MGT 9 as per Section 92 of the CompaniesAct 2013 is annexed as Annexure ‘B'.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS ANDOUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and Out go pursuant to Section 134(3)(m) of the Companies Act 2013 read withthe Rule 8(3) of the Companies (Accounts) Rules 2014 is given in Annexure 'C' to thisReport.

CORPORATE GOVERNACE

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.

BOARDS 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 dutiesand responsibilities effectively. The Company has laid down a clear Policy on remunerationof Directors Key Managerial Personnel and other employees.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

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 and SEBI (LODR) Regulation 2015.

APPOINTMENT OF COMPANY SECRETARY

The Company has appointed Ms. Seema Sharma an Associate Member of the Institute ofCompany Secretaries of India as Company Secretary of the Company to hold the officew.e.f. 29th June 2019. During the Ms. Sonam Nandwani has resign from the post of CompanySecretary w.e.f 31st December 2018.Thereafter Ms. Chahat Dhawan has been appointed asCompany Secretary of the Company to hold the office w.e.f. 10th January 2019 till 29thJuly 2019.

BOARD MEETINGS OF THE COMPANY

The Board met 6 times during the financial year. During the 10 months period ended 31stMarch 2019. Board Meetings were held on 16.04.2018 28.05.2018 18.07.2018 18.10.201818.01.2019 14.08.2018 03.09.2018 14.11.2018 10.01.2019 13.02.2019.

OVERALL REMUNERATION

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.

PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace andhas complied with the provisions relating to the constitution of Internal ComplaintsCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. No case was reported during the year under review.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) 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 forth at 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 and otherirregularities.

(iv) The Directors have prepared the annual accounts for the financial year ended 31stMarch 2019 on a goingconcernbasis.

(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.

AUDITORS

i. Statutory Auditors

M/s. Vipin Kumar & Company Chartered Accountants the Statutory Auditors of theCompany hold the office from 32nd Annual Genaral Meeting until the conclusion of the 37thAnnual General Meeting and on such remuneration as may be decided by the Board ofDirectors with mutual consent of the appointee Auditors.

The Company has received letter from them to the effect that their appointment ifmade would be within the prescribed limits under Section 139(2) of the Companies Act2013 and that they are not disqualified for such appointment within the meaning of Section139 (1) of the said Act.

ii. Secreterial Auditor

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'.

AUDITORS REPORT

All Observations made in the Independent Auditors' Report and Notes forming part of theFinancial Statements are self explanatory and no qualifications reservations or adverseremarks have been made by the Statutory Auditors in the said Report.

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 to section 138of the Companies Act 2013 read with rule 13 of the Companies (Accounts) Rules 2014 Butthe Company did not appoint any Internal Auditor.

as mentioned in the secretarial audit report annexed hereto is attached as ANNEXURE'F'.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and as per SEBI (LODR)Regulations 2015 a separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameterssuch as level of engagement and contribution and independence of judgment therebysafeguarding the interest of the Company. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors. The Boardalso carried out annual performance evaluation of the working of its Audit Nomination andRemuneration as well as Stakeholders Relationship Committee. The Directors expressed theirsatisfaction with the evaluation process.

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.

SHARE CAPITAL

A. Increase in Authorised Share Capital and Preferential Allotment of Shares

During the year under review there is no change in Authorised Capital of the Company.

B. Issue of equity shares with differential rights

Company has not issued any equity shares with differential rights so no disclosure isrequired as per rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014

C. Issue of sweat equity shares

Company has not issued sweat equity shares so no disclosure is required as per rule8(13) of the Companies (Share Capital and Debentures) Rules 2014.

D. Issue of employee stock options

Company has not issued employee stock options so no disclosure is required as per rule12(9) of the Companies (Share Capital and Debentures) Rules 2014

E. Provision of money by Company for purchase of its own share by employees or bytrustee for the benefit of employees

Company has not made any provision for purchase of its own share by employees or bytrustee for the benefit of employees so no disclosure is required as per rule 16(4) of theCompanies (Share Capital and Debentures) Rules 2014.

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 procedures correctly.

(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 properly filedand stored in a safe manner. Further important documents depending upon theirsignificance are also digitized.

(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 different levels.

(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.

SEGMENT

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

Company has implemented proper risk management policy including identification thereinof element of risk.

ACKNOWLEDGEMENT

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 NirajIspat Industries Limited
Place: New Delhi
Date: 28.08.2019
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 Uttar Pradesh

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