Orissa Sponge Iron & Steel Ltd.
|BSE: 504864||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE228D01013|
|BSE 00:00 | 04 Mar||Orissa Sponge Iron & Steel Ltd|
|NSE 05:30 | 01 Jan||Orissa Sponge Iron & Steel Ltd|
|BSE: 504864||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE228D01013|
|BSE 00:00 | 04 Mar||Orissa Sponge Iron & Steel Ltd|
|NSE 05:30 | 01 Jan||Orissa Sponge Iron & Steel Ltd|
Your Directors are pleased to present their Forty-first Annual Report of the companyfor the financial year ended 31.03.2021.
Financial Results (Rs. in Lakhs)
The COVID-19 pandemic casted a shadow of uncertainty and anxiety all over the worldcreating global disruption. The physical and emotional well being of employees andstakeholders continues to be the top priority for the Company. Through these difficulttimes the relentless effort and determination of all the frontline health and socialworkers has stood out at a beacon of hope for humanity and company would like to conveysincere gratitude to all of them for not only keeping the society safe but also helpingthe economy of country to move forward. During this ongoing pandemic Company followed allthe guidelines issued in this regard by the Central Government and the respective Stateswith regard to the operations and safety of people. The strict standard of physical andhygiene were enforced.
State of Affairs & Operations
As reported in the previous years the Company suspended production in June 2012 dueto unviable cost economics and continuing losses. The plant operations continues to remainsuspended till the date of this report. The loss for the financial year 2020-21 before taxamount to Rs. 3608.02 Lakhs as compared to Rs. 1416.45 Lakhs in the previous year2019-20. In the present scenario resumption of plant operations and viability of theCompany is largely dependent on availability of raw material from captive sources.
The Company was allotted Iron Ore Mines by the Central Government of India and theState Government of Odisha. The Commencement of mining operations from the mines requiresseveral approvals clearances and fulfilment of conditions as specified in the respectivedocuments. The Company has received all approvals and clearances including Stage IClearance from the Ministry of Environment and Forest vide Letter dated 21.09.2016 andCompliance Certificate under the Scheduled Tribes and Other Traditional Dwellers(Recognition of Forest Rights Act) 2006 vide Letter dated 23.06.2016. The Company has alsoreceived approval under Section 2 (iii) of the Forest Conservation Act 1980 forproceeding to execute the Mining Lease. However the matter has gone to the Court. TheCompany is hopeful of getting favourable judgement for execution of mining lease in thenear future. Company is revamping overhauling of existing Plant and Machinery. Furtheras second phase of Expansion company has planned to expand operations to Steel MeltingShop (SMS) and TMT segment.
Availability of iron ore from captive mines will permit production at higher capacityand significantly improve profitability of the Company.
Transfer to reserves
The Company do not propose to transfer any amount to general reserve for the financialyear ended 31.03.2021.
In absence of profits your Directors do not recommend payment of any dividend for thefinancial year ended 31.03.2021.
Management Discussion and Analysis Report
Management Discussion and Analysis as stipulated under the Listing Regulations ispresented in a separate section forming part of this Annual Report. It provides detailsabout the overall industry structure global and domestic economic scenarios anddevelopments in business operations / performance of the Company's business.
Your Company is committed to maintain the highest standards of corporate governance. Webelieve in adherence to good corporate practices implement policies and guidelines anddevelop a culture of the best management practices and compliance with the law coupledwith the highest standards of integrity transparency accountability and ethics in allbusiness matters to enhance and retain investor trust long-term shareholder value andrespect minority rights in all our business decisions.
Change in nature of Business if any.
There is no change in the nature of business of the company during the year.
Directors' Responsibility Statement
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013 the Directorshereby confirm that: a) In the preparation of the annual accounts for the year ended31.03.2021 the applicable accounting standards have been followed along with properexplanation relating to material departures from the standards. b) Accounting policieswere selected are applied consistently. Judgments and estimates that are reasonable andprudent are made so as to give a true and fair view of the state of affairs of theCompany as at 31.03.2021 and of the Loss of the Company for the year ended on that date.c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities. d) The Accountsfor the financial year ended 31.03.2021 have been prepared on a going concern'basis. e) The laid down internal financial controls to be followed by the company areadequate and are operating effectively f) Proper system devised by the company to ensurecompliance with the provisions of all applicable laws were adequate and are operatingeffectively
Directors and Key Managerial Personnel
As on 31st March 2021 the Board comprised of seven members including onewoman member. The Board has an appropriate mix of Executive Directors (EDs')Non-Executive Directors (NEDs') and Independent Directors (ID') which iscompliant with the Companies Act 2013 the SEBI Listing Regulations 2015 and is alsoaligned with the best practices of Corporate Governance.
Directors and Key Managerial Personnel Independent Directors
The Company has two Independent Directors Mr. Dheeraj Singh Negi (DIN: 00304928) andMrs. Ekta Sharma (DIN 08772631). Mr. Subhash Mishra (DIN 08728903) relinquished hisposition as Independent Director during the year. The Board places on record itsappreciation for his invaluable contribution and guidance during his tenure as IndependentDirector of the Company.
Meeting of the Independent Directors
In terms of Schedule IV of the Companies Act 2013 and revised Regulation 25 (3) ofSEBI (LODR) Regulation 2015 meeting of the Independent Directors was held on 30.01.2021wherein the performance of the non-independent Directors including the Chairman and theBoard as a whole was reviewed. The Independent Directors also assessed the qualityquantity and timeliness of flow of information between the Company management and theBoard of Directors of the Company.
Declaration of Independent Directors
All the Independent Directors of the company are professionally qualified and possessappropriate balance of skills expertise and knowledge and are qualified for appointmentas Independent Director.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act read with Regulation 16 and25(8) of the Listing regulations. The Independent Directors have also confirmed that theyhave complied with Schedule IV of the Act and the Company's Code of Conduct.
Further the Independent Directors have also submitted their declaration in compliancewith the provision of Rule 6(3) of Companies (Appointment and Qualification of Directors)Rules 2014 which mandated the inclusion of an Independent Director's name in the databank of Indian Institute of Corporate Affairs ("IICA") till they continue tohold the office of an independent director.
In the opinion of the Board all the independent directors are persons of integritypossesses relevant expertise and experience.
The Corporate Governance Report along with the requisite certificate from the statutoryauditors of the Company confirming compliance with the conditions of corporate governanceas stipulated under SEBI Listing Regulations forms part of the Annual Report.
Changes in Board of Directors and other Key Managerial Personnel
Mr. Subhash Mishra (DIN: 08728903) was appointed as an Additional Director in thecategory of Independent Director with effect from 06.01.2020. Subsequently hisdesignation was changed from Independent Director to Whole-time Director at the BoardMeeting with effect from 30.09.2020. Approval of the shareholders has been taken for theappointment of Mr. Subhash Mishra as Whole-time Director at the AGM of the Company held on04.12.2020.
Ms. Ekta Sharma (DIN: 08772631) was appointed as Independent director of the Companyat the AGM held on 04.12.2020. Approval of the shareholders is sought in the ensuing AGMfor the re-appointment of Mrs. Ekta Sharma as Independent Director of the Company("second term").
Mr. Dibyendu Kumar Senapati (DIN: 03449031) was appointed as Additional Director witheffect from 6th January 2020 and hold office till the date of last AnnualGeneral Meeting was appointed a Nominee Director by the shareholders of the company at the40th Annual General Meeting held on 4th December 2020 on behalf ofIndustrial Promotion and Investment Corporation of Orissa Limited.
Mr. Dheeraj Singh Negi (DIN: 00304928) was appointed as independent director of theCompany at the AGM held on 04.12.2020. Approval of the shareholders is sought in theensuing AGM for the re-appointment of Dheeraj Singh Negi as Independent Director of theCompany ("second term").
Mr. Vikal Madaan resigned from the position of Company Secretary (Key ManagerialPersonnel) with effect from 31.12.2020.
Mrs. Harpreet Parashar was appointed as Company Secretary (Key Managerial Personnel)with effect from 01.01.2021 and resigned with effect from end of the day of 6thSeptember 2021.
Mr. Neeraj Kumar (DIN 08138085) Whole-time Director of the Company died and left forhis heavenly abode on 27.06.2021.
Mr. Ashish Saxena (DIN: 07269985) was appointed as an Additional Director in thecategory of Whole-time Director at the Board Meeting held on 02.08.2021. Approval of theshareholders is sought in the ensuing AGM for the appointment of Mr. Ashish Saxena asWhole-time Director of the Company. The company has received necessary notice ofcandidature under section 160 of the Companies Act 2013 in respect of appointment of Mr.Ashish Saxena as Director in the Forty-first Annual General Meeting of the company.
The Board of Directors of the company at their meeting dated 1st November2021 upon the recommendation of Nomination & Remuneration Committee appointed Mr.Kapoor Chand Garg (DIN : 03627645) as an Additional Director (Non-Executive &Independent) of the company with effect from 1st November 2021 who holdsoffice upto the date of ensuing Annual General Meeting. Approval of the shareholders issought at the Forty-first Annual General Meeting for the appointment of Mr. Kapoor ChandGarg as Independent Director of the Company not liable to retire by rotation. The companyhas received necessary notice of candidature under section 160 of the Companies Act 2013in respect of appointment of Mr. Kapoor Chand Garg as Director in the Forty-first AnnualGeneral Meeting of the company
Retire by rotation and subsequent re-appointment
In accordance with the provisions of Section 152 (6) (c) of the Companies Act 2013Mr. Dibyendu Kumar Senapati (DIN: 03449031) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment.
Key Managerial Personnel
As on date company has following Key Managerial Personnel in compliance with theprovisions of section 203 of the Companies Act.
The meetings of the Board are scheduled at regular intervals to discuss and decide onmatters of business performance policies strategies and other matters of significance.The schedule of the meetings is circulated in advance to ensure proper planning andeffective participation. In certain exigencies decisions of the Board are also accordedthrough circulation.
During the year the Board met seven times. For further details please refer report onCorporate Governance of this Annual Report. The maximum interval between any two meetingsdid not exceed 120 days as prescribed in the Companies Act 2013. Detailed informationregarding the meetings of the Board is included in the report on Corporate Governancewhich forms part of the annual report.
Committee of the Board
Currently the Company has three Board level Committees: Audit Committee("AC") Nomination and Remuneration Committee ("NRC") andStakeholders' Relationship Committee ("SRC").
Detailed information regarding the Committees of the Board is included in the report onCorporate Governance which forms part of the annual report.
(1) Statutory Auditors
M/s A. K. Bhardwaj & Co. Chartered Accountants (FRN 316085E) was appointed asStatutory Auditors at the Annual General Meeting of the Company held on 19.02.2016 to holdoffice for a period of five years up to the conclusion of the Annual General Meeting in2020. His term of office expired on conclusion of the AGM held on 4th December2020.
Having regard to the instant Rules and Regulations concerning rotation of Auditors theBoard of Directors appointed M/s BDS & Co. Chartered Accountants (FRN 326264E) whichwas duly approved by the shareholders at Annual General meeting held in 2020 for a periodof three years commencing from Financial Year 2020-21 till the conclusion of 43rdAnnual General Meeting.
Explanation to the Auditors' Report is annexed as Annexure I and forms part ofthis Report.
(2) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remunerations of Managerial
Personnel) Rule 2014 the Company appointed M/s. Amit K. Mangla & Company CompanySecretaries to conduct Secretarial Audit for the financial year ended 31stMarch 2021.
The Report on Secretarial Audit in Form MR 3 is provided in the Annexure - IIand forms part of this Report. Explanation to the Secretarial Auditors' Report is annexedas Annexure I and forms part of this Report.
(3) Internal Auditors
M/s. MNRS & Associates Chartered Accountants New Delhi were appointed as InternalAuditors for the financial year 2020-21 and their report is from time to time.
As per the recommendations of the Audit Committee M/s. MNRS & AssociatesChartered Accountants New Delhi were re-appointed as Internal Auditors of the company forthe financial year 2021-22.
(4) Cost Auditors
Since the Turnover of the company from its products and services during the immediatelypreceding financial year is below the threshold limit prescribed under provision ofSection 148 of the Companies Act 2013 read with Companies (Cost Records and Audit) Rules2014 there is no requirement to conduct audit of the cost records maintained by theCompany. Therefore Company has not appointed Cost Auditor for the financial year 2020-21.
Reporting of Frauds by Auditors
During the year under review none of the Auditors have reported any instances of fraudcommitted in the Company by its Officers or Employees to the Audit Committee/Board undersection 143(12) of the Act details of which needs to be mentioned in this Report.
The Authorised share Capital of the Company is Rs. 2500000000 divided into200000000 equity shares of Rs. 10 each and 50000000 preference shares of Rs. 10each.
The paid up Share Capital as on 31.03.2021 stood at Rs. 497900000 divided into29790000 equity shares of Rs. 10 each and 20000000 preference shares of Rs. 10 each.
During the year the company has not issued any share capital with differential votingrights sweat equity or ESOP nor provided any money to the employees or trusts forpurchase of its own shares.
Material changes and commitments
No material changes or commitments have occurred between the end of the financial yearto which the financial statements relate and the date of this report affecting thefinancial position of the Company.
Annual Evaluation of Board and Directors
As required under the Act and the Listing Regulations an evaluation of the performanceof the Independent Directors was carried out by the Board of Directors during the yearbased on the criteria laid down by the Nomination and Remuneration Committee. On anoverall assessment it was found that all the Independent Directors have given a goodaccount of themselves. The Board concluded that the Independent Directors individually andcollectively were well qualified and their contributions were in the interest of theCompany.
The Independent Directors in a separate meeting held on 30.01.2021 reviewed andevaluated the performance of Non-Independent Directors and Board as a whole.
The performance of the Chairman and Executive Directors was evaluated by IndependentDirectors for leadership and direction to the Company judging as per the parameters of theevaluation criteria and it was noted that their performance was satisfactory. It wasfurther noted that the Chairman took proper initiative in policy decision making with thesenior executives and Board.
The Members of Nomination and Remuneration Committee evaluated the performance of otherBoard members excluding themselves on the basis of the performance evaluation tools andwere satisfied with overall performance of all the Board members and recommended the Boardfor continuation of the Members of the Board. Based on the recommendation of the Boardthe Committee approved the term of appointment of Independent Directors.
Directors Appointment and Remuneration
Appointment of Directors on the Board of the Company is based on the recommendations ofthe Nomination and Remuneration Committee. The committee identifies and recommends to theBoard persons for appointment thereon after considering the necessary and desirablecompetencies. The committee takes into account positive attributes like integritymaturity judgement leadership position time and willingness financial acumenmanagement experience and knowledge in one or more fields of finance law managementmarketing administration research etc.
In case of Independent Directors (IDs) they should fulfill the criteria of independenceas per the Act and Regulation 16 of the Listing Regulations in addition to the generalcriteria stated above. It is ensured that a person to be appointed as director has notsuffered any disqualification under the Act or any other law to hold such an office.
The Directors of the Company are paid remuneration as per the Remuneration Policy ofthe Company. The details of remuneration paid to the directors during the year 2020-21 aregiven in Form MGT-9 and same is available at the website of the Company atwww.orissasponge.com.
The Company has a Remuneration Policy relating to remuneration of the Directors seniormanagement including its Key Managerial Personnel (KMP) and other employees of theCompany. During the year under review the Company has revised the Nomination andRemuneration Policy in accordance with the amendments to Section 178 of the Act andListing Regulations.
The Remuneration Policy of the Company is available at the website of the company atwww.orissasponge.com.
Adequate diversity on the Board is essential to meet the challenges of businessglobalisation rapid deployment of technology greater social responsibility increasingemphasis on corporate governance and enhanced need for risk management. The Board enablesefficient functioning through differences in perspective and skill and fostersdifferentiated thought processes at the back of varied industrial and managementexpertise gender knowledge and geographical backgrounds. The Board recognises theimportance of a diverse composition and has adopted a Broad Diversity Policy which setsout its approach to diversity. The policy is available at the website of the Company atwww.orissasponge.com.
Conservation of energy technology absorption foreign exchange earnings and outgo
Since the plant operations are closed from June 2012 no figures are available forconservation of energy; technology absorption etc as required under the provisions of theAct read with Rule 8 (3) of the Companies (Accounts) Rules 2014.The relevant informationapplicable to the company under these circumstances are given below: (1) During the yearthe Company has purchased electricity 315480 Units (last year 259800 units) from NESCOamounting to Rs. 31.18 Lakhs (last year 30.33 Lakhs) (2) During the year the Company hasneither earned nor spent in foreign currency.
Policy on Corporate Social Responsibility
The provisions of Section 135 of the Companies Act 2013 is not applicable to theCompany. However the internal CSR Policy encompasses the Company's philosophy for givingback to the society as a corporate citizen.
Internal Control System and their Adequacy
The Company has adequate system of internal controls to safeguard and protect fromloss unauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for proper maintaining of the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.
In pursuance of the provisions of the section 177 (10) of Act and Regulation 22 of theListing Regulations a Vigil Mechanism for directors and employees to report genuineconcerns has been established. The Whistle Blower Policy is available on the website ofthe company at www.orissasponge.com.
Related Party Transactions
The policy on related party transaction as approved by the Board is available on thewebsite of the Company at www.orissasponge.com. All related party transactions that wereentered into during the financial year 2020-21 were on an arm's length basis and in theordinary course of business.
There were no material related party transactions made by the company during the yearthat required shareholders' approval under Section 188 of the Act.
All related party transactions are reviewed and approved by the Audit Committee and arein accordance with the Policy on dealing with and Materiality of Related PartyTransactions formulated by the Company. Prior approval of the Audit Committee is obtainedon a yearly basis for the transactions which are planned and/or repetitive in nature andomnibus approvals are taken.
The details of the transactions with related parties during the financial year 2020-21are provided in the accompanying financial statements. The details of the transactionswith related parties during the financial year 2020-21 are provided in the accompanyingfinancial statements. Form AOC-2 pursuant to Section 134 (3) (h) of the Act read with Rule8(2) of the Companies (Accounts) Rules 2014 is attached as Annexure-III. LoansGuarantees and Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act read with Companies (Meetings of Board and its Powers) Rules 2014 aregiven in the notes to the Financial Statements.
Development of Risk Management Policy
The process of identification and evaluation of various risks inherent in the businessenvironment and the operations of the company and initiation of appropriate measures forprevention and /or mitigation of the same are dealt with by the concerned operationalheads under the overall supervision of the Managing Director of the Company.
Anti-Sexual Harassment Policy
Pursuant to the "Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company constituted Internal Complaints Committee at all itsworkplaces. There has not been any instance of complaint reported in this regard to AuditCommittee. The Company has internal complaints committee as prescribed under the SexualHarassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013 and isin compliance of provisions of the said Act.
Transfer of unpaid and unclaimed Dividend to Investor Education and Protection Fund(IEPF)
The company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore no funds were required to be transferred to Investor Education andProtection Fund.
Secretarial Standards of ICSI
The Company is in compliance with the Secretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors (SS-1) and GeneralMeetings (SS-2).
Extract of Annual Return
The Extract of annual return in Form MGT-9 as per the provisions of Section 134(3)(a)and 92(3) of the Companies Act 2013 is available at the website of the Company atwww.orissasponge.com.
Subsidiary Company Joint Ventures or Associates Companies
The Company does not have any Subsidiary Joint Ventures or Associates Companies as on31.03.2021.
CEO & CFO Certification
As required under Regulation 17(8) read with Part B of Schedule II to SEBI (LODR)Regulation 2015 the Managing Director and the Chief Financial Officer have providedCompliance Certificate to the Board of Directors.
Policy on determining Material Subsidiaries
As the Company has no subsidiary the requirement of Regulation 34(3) read withSchedule V Part C (10) (e) of SEBI (LODR) Regulations 2015 is not applicable to theCompany.
Policy on Materiality of and Dealing with Related Party Transactions
As required under Regulation 23 of SEBI (LODR) Regulation 2015 the company hasformulated a Policy on Materiality of and Dealing with Related Party Transaction and thesame has been put up on the Company's Website www.orissasponge.com.
Listing with Stock Exchanges
The Company has been subjected to the consequences of SEBI (Delisting) Regulations2009 as the listed equity shares of Bilati (Orissa) Limited which was promoted by theCompany was compulsorily de-listed vide Bombay Stock Exchange (BSE) pursuant to theaforesaid provisions. As a result the company could not pursue it's "in principleapproval" for revocation of suspension from trading on its shares. As a consequenceBSE proceeded to initiate action for compulsory delisting under the provisions of SEBI(Delisting) Regulations 2009. In fact a public announcement was also made by BSE inleading newspapers on 08.06.2019. However the whole matter of delisting has been put onhold by BSE following the instructions from SEBI having regard to the shareholding in thecompany by Industrial Promotion and Investment Corporation of Orissa Limited being aGovernment Company which was informed to the Company vide letter dated 14.01.2020 Theannual listing fees have been paid to the Stock Exchanges up to 2019-20 where theCompany's shares are listed. However the annual listing for 2020-21 has not been paid inview of the action initiated by BSE for delisting of shares. Your Company's application toNational Stock Exchange (NSE) for listing and Calcutta Stock Exchanges for de-listing ispending before the respective Exchanges.
Particulars of Employees
There were no employees drawing the requisite remuneration whose names are required tobe disclosed as required under Section 197 of the Companies Act 2013 read with Rule 5 (2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Significant and Material Orders Passed by the Regulators/Courts/Tribunals
(a) COPET Filed by Paradeep Oxygen Private Limited u/s 433 434 & 439 of theCompanies Act 1956 : The case has been settled on 15th April 2021 through mutualsettlement between the parties.
(b) Regional Provident Fund Commissioner Keonjhar has initiated case against Companydemanding Rs. 1099.12 Lakhs u/s 7Q 14B & 7A of the Employee Provident Fund andMiscellaneous Provision Act 1952 is sub judice and pending in court.
(c) Petition filed by Company at the Orissa High Court against Order of IndustrialTribunal in the manner of Claim amount u/s 17(B) of the Act Filed by an Employee is beingcontested by the Company under Industrial Dispute Act 1947; The case has been resolvedand disposed. (d) Provident Fund dues including pension dues as on 31.03.2021 amounting toRs.970.81 Lacs are unpaid. The case has been disposed off and direction issued to RegionalProvident Fund Commissioner for re-assessment of Provident Fund dues.
Your Directors place on record their sincere appreciation and gratitude for theassistance and generous support extended by all Government authorities FinancialInstitutions Banks Customers and Vendors during the year under review. Your Directorswish to express their immense appreciation for the devotion commitment and contributionshown by the employees of the company while discharging their duties.