You are here » Home » Companies » Company Overview » Vidarbha Iron & Steel Corporation Ltd

Vidarbha Iron & Steel Corporation Ltd.

BSE: 504991 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE392D01017
BSE 05:30 | 01 Jan Vidarbha Iron & Steel Corporation Ltd
NSE 05:30 | 01 Jan Vidarbha Iron & Steel Corporation Ltd

Vidarbha Iron & Steel Corporation Ltd. (VIDARBHAIRON) - Director Report

Company director report

The Directors have pleasure in submitting their Annual Report of the Company togetherwith the Audited Statements of Accounts for the year ended 31st of March 2015.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous yearsfigures are given hereunder:

Particulars 31/03/2015 31/03/2014
(Rupees in) (Rupees in)
Sales And Other Income 2455080 2436646
Profit/Loss before depreciation and amortization 887823 781861
Depreciation and amortization for the year 421524 438448
Net Profit/Loss after depreciation and amortization 466299 343413
Exceptional Items 0 0
Profit before extraordinary items and tax 466299 343413
Extraordinary Items 0 0
Profit before tax 466299 343413
Current tax expense 199917 172510
Deferred tax expense (58622) (69714)
Profit/Loss for the period from continuing operations 0 0
Profit/Loss from discontinuing operations 0 0
Tax expense of discontinuing operations 0 0
Profit/Loss from discontinuing operations (after tax) 0 0
Profit/Loss transferred/adjusted to General Reserve 325004 240617
Basic earnings per equity share 0.33 0.24
Diluted earnings per equity share 0.33 0.24

2. DIVIDEND

In order to conserve the resources the Board of Directors has not recommended anydividend for the year under review.

3. PERFORMANCE OF THE COMPANY:

During the year under review your Company's Gross Revenue is 2455080 (Previous Year:2436646). Gross profit before interest depreciation and tax amounted to 945777(Previous Year: 790318). The net profit stood at 325004 (Previous Year: 240617).

4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATEs AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementsrelate and the date of the report.

5. CONSERVATION OF ENERGY TECHNOLOGY OBSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is not applicable to thecompany.

6. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.

7. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There were no loans guarantees or investments made by the company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provisions is notapplicable.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties made pursuant toSection 186 are furnished in Annexure 1 and is attached to this report.

10. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications reservations or adverse remarks made by the Auditors intheir report.

The practicing company secretary qualifies their Secretarial Audit report and same isattached herewith.

11. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The Company does not have any policy.

12. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in Annexure 2and attached to this Report

13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 4 Board meetings dated 30th May 2014 12th August2014 14th November 2014 and 9th February 2015 during thefinancial year under review.

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. the directors had 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 and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively. Internal financial control means the policies andprocedures adopted by the Company for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

15. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any Subsidiary Joint Venture or Associate Company.

16. DEPOSITS

During the year company has not accepted/renewed any deposits during the year underreview.

17. DIRECTORS

Mr. Ashim Saraf and Mr. Mahesh Saraf retire in the ensuing Annual General Meeting andbeing eligible offer themselves for re-election.

18. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the

Board that they fulfil all the requirements as stipulated in Section 149(6) of theCompanies Act 2013 so as to qualify themselves to be appointed as Independent Directorsunder the provisions of the Companies Act 2013 and the relevant rules.

19. STATUTORY AUDITORS

Salve & Co. have been appointed as Statutory Auditors for a period of 3 years inthe Annual General Meeting held on 29/09/2014. Their continuance of appointment andpayment of remuneration are to be confirmed and approved in the ensuing Annual GeneralMeeting. The Company has received a certificate from the above Auditors to the effect thatif they are re-appointed it would be in accordance with the provisions of Section 141 ofthe Companies Act 2013.

20. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

Audit Committee was not constituted by the Company during the year.

The Company has not established vigil mechanism.

21. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any shares during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity shares during the year under review.

c. BONUS SHARES

The Company has not issued any bonus shares during the year under review.

d. EMPLOYEES STOCK OPTiON PLAN

The Company has not provided any Stock Option scheme to the employees.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
ANURAG SARAF M.D. SARAF
Managing Director Director
Place : Nagpur
Date : 13th August 2015

ANNEXURE-1

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

This Form pertains to the disclosure of particulars of contracts / arrangements enteredinto by the Company with related parties referred to in Sub-section (1) of Section 188 ofthe Companies Act 2013.

Details of material contracts or arrangement or transactions at arm's length basis: Thedetails of material contracts or arrangement or transactions at arm's length basis for theyear ended March 31 2015 are as follows:

Name of related party Nature of relationship Amount
Nature of Contract: Leasing of Property Associate Company 2100000
1. Facor Steels Limited

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31STMARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Vidarbha Iron And Steel Corporation Limited

46 A & B MIDC Industrial Estate Hingna Road

Nagpur - 440028

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Vidarbha Iron And SteelCorporation Limited (hereinafter called the Company) having CIN: L27100MH1972PLC016134.Secretarial Audit was conducted in a manner that provided me a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31st March 2015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according to the provisions of:

(i) The Companies Act 2013(the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011 and the Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) (Amendment) Regulations 2015 notified on 24thMarch 2015;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and the Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations2014 notified on 28thOctober2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

(vi) There are no Other Specific Laws applicable to the Company as informed to me bythe Management.

I have also examined compliance with the applicable clauses of the Listing Agreementsentered into by the Company with BSE Ltd subject to the following observations:

(a) The company has not dematerialized its shares as per listing agreement.

I have not examined compliance by the Company with

(a) the Secretarial Standards issued by the Institute of Company Secretaries of Indiaas they were not applicable during the audit period.

(b) applicable financial laws like direct and indirect tax laws since the same havebeen subject to review by statutory financial auditor and other designated professionals.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:

(a) The company had entered into a related party transaction as per the provisions ofCompanies Act. The Lease Agreement was executed with Facor Steels Limited and same wasapproved by passing board resolution in the Meeting dated 28/07/2009 for 5 years howeveras per the Lease Agreement duration of the same is 25 years.

(b) The company does not have a website.

(c) The Company has not appointed an internal auditor or a firm of internal auditors asper the requirement of Section 138 of the Companies Act 2013.

(d) The company has not appointed Company Secretary as per the requirement of Section203 of the Companies Act 2013.

(e) The appointment of Additional Independent Director has been done by passingresolution by Circulation.

(f) Audit Committee and Nomination & Remuneration Committee was not constituted bythe Company during the audit period.

(g) The Company has not established vigil mechanism pursuant to the requirement ofsection 177 of the Companies Act 2013.

(h) The Company has filed e-form MGT-15 after the due date with the Registrar ofCompanies

I further report that based on the information provided by the Company its officersand authorized representatives during the conduct of the audit and also on the review ofquarterly compliance reports by respective department heads / company secretary taken onrecord by the Board of Directors of the Company in my opinion adequate systems andprocesses and control mechanism exist in the Company to monitor and ensure compliance withapplicable laws.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors however there is only one independentDirector on the Board of the Company and hence the Company has not complied withprovisions Section 149 of Companies Act. Hence the composition of the Board of Directorsthat took place during the period under review was not carried out in compliance with theprovisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent atleast seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

As per minutes of the meetings duly recorded and signed by the Chairman the decisionswere unanimous and no dissenting views have been recorded.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period there were no specific events/ actions inpursuance of the above laws rules regulations guidelines etc. having a major bearingon the Company's affairs.

For N. V. Jain & Associates
Company Secretaries
Nilesh Jain
Place : Nagpur (Proprietor)
Date : 13th August 2015 FCS No. 4933; C.P No. 3069

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

TO THE MEMBERS OF VIDARBHA IRON & STEEL CORPORATION LIMITED

We have examined the compliance of conditions of Corporate Governance by VIDARBHAIRON & STEEL CORPORATION LIMITED (the "Company") for the year ended 31stMarch 2015 as stipulated in Clause 49 of the Listing Agreement of the Company with thestock exchange.

The compliance of conditions of Corporate Governance is the responsibility of theManagement. Our examination was limited to a review of the procedures and implementationthereof adopted by the Company for ensuring compliance with the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in Clause 49 of the Listing Agreement.

We further state that such compliance is neither an assurance as to the futureviability of the Company nor of the efficiency or effectiveness with which the Managementhas conducted the affairs of the Company.

For SALVE & CO
Chartered Accountants
(Firm's Registration No.109003W)
C.A. K. P SAHASRABUDHE
Place : Nagpur Partner
Date : 29th May 2015 Membership No. 7021

FORM NO. A

FORMAT OF COVERING LETTER OF THE ANNUAL AUDIT REPORT TO BE FILED WITH THE STOCKEXCHANGES

1. Name Of The Company VIDARBHA IRON & STEEL CORPORATION LIMITED
2. Annual financial statements for the year ended 31st March 2015
3. Type of Audit observation Un-qualified / Matter of Emphasis:
The accumulated losses at the end of the financial year are more than 50% of its net worth and company has not incurred cash losses during the current and also in the immediate proceeding financial year.
4. Frequency of observation Erosion of net worth more than 50% is also reported in previous financial year. However there were no cash losses in previous financial year.
5. To be signed by
• CEO/Managing Director
Anurag M. Saraf
Managing Director
• Auditor of the Company
Salve & Co.
K.P. Sahasrabudhe
Partner

.