To
The Shareholders,
Your Directors are pleased to present their Forty-Third Annual Report
of Orissa Sponge Iron and Steel Limited (the "Company") for the financial
year ended March 31, 2023.
Amidst the prevailing uncertainties on a global scale, we are pleased
to report that the Indian economy has exhibited remarkable resilience, successfully
steering through a volatile international environment and geopolitical tensions,
ultimately achieving a high growth rate. However, the world also faced significant effect
from the war in Ukraine and growing geopolitical tensions resulting in global economic
uncertainty, including higher energy and food prices, mounting inflation rates and
volatile markets.
Throughout fiscal 2023, your Company has examined the impact of
inflation, the ongoing war in Ukraine, supply chain disruptions, cybersecurity threats,
human capital, climate, technologies, and emerging market priorities and prospects to
ensure that the associated risks and opportunities were comprehensively accounted for.
For the Company the financial year 2022-23, was the year of completion
of repair and commencement of trail run production of sponge iron after a period of nearly
10 years. The manufacturing plant of the Company which was shut down in the year 2012,
after the combined efforts of management, employees, workforce started its trial run
production of sponge iron from the month of October, 2022 onwards.
Financial Results |
|
(Amount in Lakhs) |
Particulars |
31.03.2023 |
31.03.2022 |
| Revenue from operations |
1114.77 |
225.32 |
| Other Income |
1001.15 |
19.33 |
Total Income |
2115.93 |
244.65 |
Expenses (including depreciation &
amortization) |
757.62 |
1,910.76 |
| Profit before exceptional items and tax |
1358.31 |
(1,666.11) |
| Exceptional Items |
- |
- |
| Profit / (Loss) before tax |
1358.31 |
(1,666.11) |
| Profit /(Loss) after tax |
1358.31 |
(1,666.11) |
| Surplus (Deficit) brought forward from
previous year |
(100,124.61) |
(98,458.50) |
Surplus (Deficit) carried forward to next
year |
(98,766.30) |
(100,124.61) |
State of Affairs & Operations
As reported in the previous years, the Company suspended commercial
production in June, 2012 due to unviable cost economics and continuing losses. However,
during the financial year 2022-23 the company started its trail run production of sponge
iron in the month of October, 2022 onwards and is continuing its operations in spite of
facing various numerous challenges. As plant was under trial run during the financial year
2022-23 entire operational loss of Rs. 2542 Lakhs have been transferred to the project
(CWIP). During the year Company has generated one time profit of Rs. 1358 Lakhs by sale of
scrap, restating of stores, spares, raw material and written back of other liabilities
etc.
Future Outlook
The Company was allotted Iron Ore Mines by the Central Government and
the State Government of Odisha. However, the commencement of mining operations from the
mines requires several approvals, clearances and fulfillment of conditions as specified in
the respective documents. We are pleased to inform that the company has received all
approvals and clearances including Stage I Clearance from the Ministry of Environment and
Forest vide Letter dated 21st September, 2016 and Compliance Certificate under the
Scheduled Tribes and Other Traditional Dwellers (Recognition of Forest Rights Act) 2006
vide Letter dated 23rd June, 2016. The Company has also received approval under Section 2
(iii) of the Forest Conservation Act, 1980 for proceeding to execute the Mining Lease.
Thereafter the Company has also deposited Rs. 28.96 Crores towards the NPV (Net Present
Value) over the forest Land for which forest license has been accorded. However, the
matter has gone to the Court. The Company is hopeful of getting favourable judgment for
execution of mining lease in the near future.
Most recently in May, 2022, an application has been filed before
Honble High Court of Odisha for an early disposal of the Companys Writ
Petition. On May 18, 2022, Honble High Court of Odisha disposed off Companys
application thereby stating that it was not inclined to fix any early date in this matter.
Consequent to which the Company had filed a SLP before the Honble Supreme Court of
India for early disposal of our application. Thereafter, the matter was taken up by the
Honble High Court of Orissa and hearing of the matter is in the advance stage as all
the pleadings have been completed and we are expecting the positive outcome very soon.
Also, as second phase of Expansion company has planned to expand
operations to Steel Melting Shop (SMS) and TMT segment. Availability of iron ore from
captive mines will permit production at higher capacity and significantly improve
profitability of the Company.
Transfer to reserves
During the year under review, your Company has not proposed to transfer
any amount to any reserve(s).
Dividend
In view of future business requirement of the Company, during the year
under review, your Directors do not recommend payment of any dividend.
Management Discussion and Analysis Report
Pursuant to Regulation 34 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), 2015 (hereinafter referred as SEBI
LODR), Management Discussion and Analysis Report, for the year under review is presented
in a separate section forming part of this Annual Report.
Corporate Governance Report
Your Company is committed to maintain the highest standards of
corporate governance. We believe in adherence to good corporate practices, implement
policies and guidelines and develop a culture of the best management practices and
compliance with the law coupled with the highest standards of integrity, transparency,
accountability and ethics in all business matters to enhance and retain investor trust,
long-term shareholder value and respect minority rights in all our business decisions.
Pursuant to Regulation 34 of SEBI LODR, a separate section of Corporate
Practices followed by the Company, together with a certificate from a Practicing Company
Secretary confirming compliance, is presented in a separate section forming part of this
Annual Report.
Change in nature of Business, if any.
During the year under review, there is no change in the nature of
business of the company.
Directors Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following statement
in terms of Section 134 of the Companies Act, 2013: a) In the preparation of the annual
accounts for the year ended 31.03.2023, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any; b) that
such accounting policies as mentioned in the financial statements have been selected and
applied consistently and judgments and estimates that are reasonable and prudent are made,
so as to give a true and fair view of the state of affairs of the Company as at 31.03.2023
and of the Profit and Loss of the Company for the year ended on that date; c) that proper
and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; d) that the accounts for the
financial year ended 31.03.2023 have been prepared on a ‘going concern basis;
e) that the proper internal financial controls are in place and such financial controls
are adequate and are operating effectively; f) that the proper system devised by the
company to ensure compliance with the provisions of all applicable laws and such system
are adequate and are operating effectively.
Directors and Key Managerial Personnel (KMP) BOARD OF DIRECTORS
Composition
As on date of this report, your Companys Board of Directors
consist of Eight Directors comprising (i) Two Non-Executive Non-Independent Director which
includes one Nominee Director (ii) Four Non-Executive Independent Directors (iii) One
Whole-Time-Director and (iv) a Managing Director.
Mr. Munir Kamal Mohanty and Mr. Dibyendu Kumar Senapati (Nominee
Director) are the Non-Executive Non-Independent Directors on your Board.
Mr. Dheeraj Singh Negi, Mr. Nitesh Agrawal, Mr. Jitendra Jain and Ms.
Ekta Sharma are the Independent Directors in terms of Regulation 16 of the SEBI LODR and
Section 149 of the Companies Act, 2013.
Mr. Prasanta Kumar Mohanty is the Managing Director on the Board of the
Company. Mr. Ashish Saxena is Whole-Time Director on the Board of the Company.
Your Board consists of professionals with diverse functional expertise,
industry experience, educational qualifications and gender mix relevant to fulfilling your
Companys objectives and strategic goals.
Appointment of Directors & KMP
During the year under review, based on the recommendations of the
Nomination and Remuneration Committee and Audit Committee, and as approved by shareholders
of the Company, as the case may be, Mr. Kawal Deep Sahni (DIN: 09597189) was appointed as
a Whole-Time-Director w.e.f. May, 16, 2022 and Mr. Jitendra Jain (DIN: 06849101) was
appointed as an Independent Director w.e.f. July 06, 2022.
Further, in the current financial year and till the date of this report
subsequent to the resignation of Mr. Kapoor Chand Garg and with a view to strengthen the
Board, along with the recommendations of Nomination and Remuneration Committee, the Board
has appointed Mr. Nitesh
Agrawal (DIN: 08099039), as an Additional Director in the capacity of
Independent Director of the Company w.e.f. 29th September, 2023, and
regularization of the same is proposed to the shareholders of the Company in the ensuing
AGM. Also, subsequent to the resignation of Mr. Darpan Sharma, Company Secretary and
Compliance officer w.e.f. May 23, 2023, the Company has appointed Mr. Kartik Khandelwal,
in his place as Company Secretary and Compliance officer of the Company w.e.f. 29th
September, 2023.
Resignation of Directors & KMP
During the year under review, Mr. Kawal Deep Sahni (DIN: 09597189) has
resigned from the designation of Whole-Time-Director of the Company w.e.f. February, 07,
2023.
Further, in the current financial year and till the date of this
report, Mr. Darpan Sharma, Company Secretary and Compliance officer of the Company has
resigned w.e.f. May 23, 2023 and Mr. Kapoor Chand Garg, has resigned from the designation
of Independent Director of the Company w.e.f. 16th August, 2023.
Retirement by rotation
In terms of the provisions of Section 152 of the Act and the Rules made
thereunder and applicable provisions of the Articles of Association of the Company, Mr.
Ashish Saxena (DIN: 07269985) retires by rotation at the ensuing Annual General Meeting of
the Company and is eligible for re-appointment.
As per Regulation 36 of the SEBI LODR and Secretarial Standard-2 on
General Meetings, as applicable, issued by the Institute of Company Secretaries of India
(SS-2), the relevant details regarding re-appointment of Mr. Ashish Saxena are contained
in the Annexure accompanying the explanatory statement to the Notice of the ensuing Annual
General Meeting.
Independent Directors Declaration
Your Company has received declarations from all its Independent
Directors confirming that they meet the criteria of independence as laid down under
Section 149 of the Act and Regulation 16 of the SEBI LODR. In the opinion of the Board,
all the Independent Directors of your Company fulfill the conditions of independence as
specified in the Act and SEBI LODR and are independent of the management and have the
integrity, expertise and experience including the proficiency as required for effectively
discharging their roles and responsibilities in directing and guiding the affairs of the
Company.
The Company has received a certificate from M/s Neeraj Jain &
Associates, Practicing Company Secretaries, confirming that none of the Directors on the
Board of the Company have been debarred or disqualified from being appointed or continuing
as Directors of companies by the SEBI, Ministry of Corporate Affairs, or any such other
statutory authority.
Board Meetings
During the year under review, your Board of Directors met Seven times,
in accordance with the provisions of the Act, SEBI LODR and other statutory provisions.
The intervening gap between these meetings was within the period prescribed under the
Companies Act, 2013. Details of Board Meetings held and the attendance of Directors are
given in the Section titled "Report on Corporate Governance", which forms part
of this Annual Report.
During the year, separate meeting of the Independent Directors was held
on March 22, 2023, without the presence of Non-Independent Directors and the members of
the Company Management.
Committees of the Board
Your Board has established following committees in compliance with the
requirements of the Act and SEBI LODR: (i) Audit Committee, (ii) Nomination and
Remuneration Committee, (iii) Stakeholders Relationship Committee.
(iv) Committee of Directors (w.e.f. 01.09.2022)
Details of composition of the statutory committees, number of meetings
held and attendance of Committee Members thereof during the financial year, are given in
the Section titled "Report on Corporate Governance" forming part of this Annual
Report.
All recommendations of the Audit Committee, have been accepted by the
Board.
Key Managerial Personnel (‘KMP)
As on March 31, 2023, pursuant to Section 203 of the Act, the Key
Managerial Personnel of the Company as on the date of this Report are:
Mr. Prasanta Kumar Mohanty, Managing Director
Mr. Ashish Saxena, Whole-Time-Director
Mr. Chandan Kumar Mishra, Chief-Financial-Officer
Mr. Darpan Sharma, Company Secretary and Compliance Officer (resigned
on 23.05.2023)
Public Deposits
During the year under review, the Company has not accepted any deposits
from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014, therefore, the disclosures required in
terms of Rule 8 of the Companies (Accounts) Rules, 2014, are not required to be given.
Auditors
Statutory Auditors
M/s B D S & Co., Chartered Accountants (Firm Registration No.
326264E), the existing Statutory Auditors of the Company, were appointed at the 40th
Annual General Meeting of your Company, to hold office for a term of three years up to the
conclusion of 43rd Annual General Meeting of your Company.
Consequently, the present term of M/s B D S & Co., Chartered
Accountants (Firm Registration No. 326264E), shall come to an end on the conclusion of
ensuing 43rd AGM of the company.
It is proposed to re-appoint the existing statutory auditor M/s BDS
& Co., Chartered Accountants (Firm Registration No. 326264E), as statutory auditor of
the Company, for a further period of five years i.e. from the conclusion of ensuing 43rd
Annual General Meeting, until the conclusion of the 48th Annual General Meeting
of the Company. The Company has received a certificate from the Auditors to the effect
that their continuation as such from the conclusion of this Annual General Meeting until
the conclusion of 48th Annual General Meeting will be in accordance with the
provisions of the Section 141(3)(g) of the Companies Act, 2013.
The Auditors Report on the financial statements of the Company
for the financial year ended 31st March, 2023, which forms part of the Annual
Report of the Company, does not contain any qualification, reservation, adverse remark or
disclaimer.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remunerations of Managerial Personnel) Rule 2014,
the Company appointed M/s Neeraj Jain & Associates, Company Secretaries (Firm Unique
Code: S2023DE908600) to conduct Secretarial Audit of the Company for the financial year
ended 31st March, 2023.
The Report on Secretarial Audit in Form MR-3 for the financial year
ended 31st March, 2023 is annexed as Annexure 1 to this Report.
Explanation to the Secretarial Auditors Report is annexed as Annexure 2 and
forms part of this Report.
Internal Auditors
M/s. M N R S & Associates, Chartered Accountants, New Delhi were
appointed as an Internal Auditors of the Company for the financial year 2022-23. The
Internal Auditors Report does not contain any qualification, reservation, adverse
remark or disclaimer.
Cost Auditors
Since the Turnover of the company from its products and services during
the immediately preceding financial year is below the threshold limit prescribed under
provision of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and
Audit) Rules, 2014, therefore there is no requirement to conduct audit of the cost records
maintained by the Company. Hence, your Company has not appointed Cost Auditor for the
financial year 2022-23.
Reporting of Frauds by Auditors
During the year under review, none of the Auditors have reported any
instances of fraud committed in the Company by its Officers or Employees to the Audit
Committee/Board under section 143(12) of the Act. Therefore, details in terms of Section
134(3) (ca) of the Act is not applicable
Share Capital
As on date of this report the share capital of the Company is as
follows:
The Authorised share Capital of the Company is Rs. 250,00,00,000
(Rupees Two Hundred and Fifty Crores only) divided into 20,00,00,000 (Twenty Crores)
equity shares of Rs. 10/- each and 5,00,00,000 (Five Crores) preference shares of Rs. 10/-
each.
The paid-up Share Capital of the Company stood at Rs. 49,79,00,000
(Rupees Forty-Nine Crores Seventy-Nine Lakhs only) divided into 2,97,90,000 (Two Crores
Ninety-Seven Lakhs Ninety Thousand) equity shares of Rs. 10/- each and 2,00,00,000 (Two
Crores) preference shares of Rs. 10/- each.
During the year, the company has not issued any share capital with
differential voting rights, sweat equity or ESOP nor provided any money to the employees
or trusts for purchase of its own shares.
Material Changes and Commitments
Except as disclosed in this report, there are no material changes or
commitments have occurred between the end of the financial year to which the financial
statements relate and the date of this report, affecting the financial position of the
Company.
Annual Evaluation of Board and Directors
The Nomination & Remuneration Committee (NRC) of the Board
reassessed the framework, methodology and criteria for evaluating the performance of the
Board as a whole, including Board committee(s), as well as performance of each director(s)
and confirms that the existing evaluation parameters are in compliance with the requisite
provisions on Board evaluation. The existing parameters includes effectiveness of the
Board and its committees, decision making process, Directors/ members
participation, governance, independence, quality and content of agenda papers, team work,
frequency of meetings, discussions at meetings, corporate culture, contribution and
management of conflict of interest. Basis these parameters the NRC had reviewed at length
the performance of each director individually and expressed satisfaction on the process of
evaluation and the performance of each Director. The performance evaluation of the Board
as a whole and its committees, namely, Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee, as well as the performance of
each director individually was carried out by the Board of Directors. The performance
evaluation of the Non-Independent Directors and the Board of Directors, as a whole was
carried out by the Independent Directors in their meeting held on March 22, 2023. The
Directors expressed their satisfaction with the evaluation process.
Also, the Managing Director of the Company, on a periodic basis, has
had one-to-one discussion with the directors for their views on the functioning of the
Board and the Company, including discussions on level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and its minority
shareholders and implementation of the suggestions offered by Directors either
individually or collectively during different board/ committee meetings.
Policy on Appointment of Director and their Remuneration
Your Company has formulated a Remuneration Policy governing the
appointment and remuneration of Directors, KMP, Senior Management and other employees. The
Remuneration Policy of the Company provides a performance driven and market-oriented
framework to ensure that the Company attracts, retains and motivates high quality
executives who can achieve the Companys goals, while aligning the interests of
employees, shareholders and others. Further, the remuneration is as per the remuneration
policy of the company. The terms of reference of the Nomination and Remuneration Committee
includes formulation of criteria for determining qualifications, positive attributes and
independence of Directors.
The Remuneration Policy is briefly stated in the Corporate Governance
Report forming part of this Annual Report and is also available at the website of the
Company, at web-link: http://orissasponge.com/docs/Policies3.pdf
Board Diversity
Adequate diversity on the Board is essential to meet the challenges of
business globalisation, rapid deployment of technology, greater social responsibility,
increasing emphasis on corporate governance and enhanced need for risk management. The
Board enables efficient functioning through differences in perspective and skill and
fosters differentiated thought processes at the back of varied industrial and management
expertise, gender, knowledge and geographical backgrounds. The Board recognizes the
importance of a diverse composition and has adopted a Broad Diversity Policy to reap the
benefits of a broader experience in decision making. The policy is available at the
website of the Company at http://orissasponge.com/docs/Policies3.pdf
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo, is as under:
a. Conservation of Energy:
Ever since the plant operations of your Company has been shut since
2012, there has been no substantial energy consumption towards its business operations.
Having said that the revamping of the said plant has been completed and has started its
trail run production in the month of October, 2022. Further, as responsible corporate
citizen, environmental and social considerations have always been key factors in the
operations of your Company, therefore Company is taking all possible measures to conserve
the energy.
The Company has been able to reduce energy consumption by using star
rated appliances wherever possible. The Company continues to explore collaboration with
contractors/partners that ensure conservation of energy and resources. The Company
continuously aims to reduce the impact on environment by optimizing the usage of various
resources. The Company will explore solar energy, as alternate source of energy, to meet
the energy demands, wherever possible.
b. Technology absorption:
For the manufacturing plant and for subsequent business operations, the
Company has implemented / shall implement best of the class applications to manage and
automate its business processes to achieve higher efficiency, data integrity and data
security.
The Company is investing in cutting edge technologies to upgrade its
infrastructure set up and innovative technical solutions for the purpose of trail
production. The Company has implemented best of the available applications to manage and
automate its business processes to achieve higher efficiency, data integrity and data
security. The Companys investment in technology has reduced operational cost and
development of new business opportunities.
No technology was imported by the Company during the last three
financial years including financial year 2022-23.
c. Foreign Exchange Earnings and Outgo
During the year under review, the Company has received an inward
remittance of USD 37,00,000 as an advance against export agreement. Also, the Company has
also procured the coal on credit amounting to USD 15,00,000.
Policy on Corporate Social Responsibility
The provisions of Section 135 of the Companies Act, 2013 is not
applicable to the Company. However, the internal CSR Policy encompasses the Companys
philosophy for giving back 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 from loss, unauthorized use or disposition of its assets; it also covers areas
like financial reporting, fraud control, compliance with applicable laws and regulations
etc. Regular internal audits are conducted to check and to ensure that responsibilities
are discharged effectively. All the transactions are properly authorized, recorded and
reported to the Management. The Company is following all the applicable Accounting
Standards for proper maintaining of the books of accounts and reporting financial
statements. The internal auditor of the company checks and verifies the internal control
and monitors them in accordance with policy adopted by the company. The Company continues
to ensure proper and adequate systems and procedures commensurate with its size and nature
of its business.
Vigil Mechanism
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of its business operations. To maintain these standards, the
Company has implemented the Vigil Mechanism/ Whistle Blower Policy (‘the
Policy), to provide an avenue for employees to report matters without the risk
of subsequent victimization, discrimination or disadvantage. The Policy applies to all
employees working for the Company. Pursuant to the Policy, the whistle blowers can raise
concerns relating to matters such as breach of Companys Code of Conduct, fraud,
bribery, corruption, employee misconduct, illegality, misappropriation of Companys
funds/assets etc. The Vigil Mechanism/ Whistle Blower Policy is available on the website
of the company at http://orissasponge.com/docs/Policies3.pdf
Related Party Transactions
The policy on materiality of and dealing with related party transaction
as approved by the Board is available on the website of the Company at
http://orissasponge.com/docs/Policies3.pdf.
All related party transactions that were entered into during the
financial year 2022-23, were on an arms length basis and in the ordinary course of
business. The company took approval of its shareholders for entering into related party
transaction with its related party as per section 188 of the Companies Act, 2013 read with
SEBI (LODR) Regulations. All related party transactions are reviewed and approved by the
Audit Committee and are in accordance with the Policy on dealing with and Materiality of
Related Party Transactions, formulated by the Company.
The details of the transactions with related parties during the
financial year 2022-23 are provided in the accompanying financial statements. Please note
that the Company has not entered in any related party transaction during the Financial
Year therefore there is no requirement to provide details in Form AOC-2 pursuant to
Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014.
Loans, Guarantees and Investments
During the FY 2022-23, in terms of the provisions of Section 186(1) of
the Companies Act, 2013, the Company did not make any investments through more than two
layers of investment companies. The Companys investment/loans/guarantees during FY
2022-23 were in compliance with the provisions of Section 186 of the Companies Act, 2013,
particulars of which are captured in financial statements of the Company, forming part of
this Annual Report.
Risk Management
The Company has a robust Business Risk Management framework to identify
and evaluate business risks and opportunities. This framework seeks to create
transparency, minimize adverse impact on its business objectives and enhance its
competitive advantage. It defines the risk management approach across the Company at
various levels including the documentation and reporting. At present, the Company has not
identified any element of risk which may threaten its existence.
Complaints Relating to Sexual Harassment
The Company has zero tolerance towards harassment at the workplace and
has complied with the provisions and constituted an Internal Complaints Committee known as
the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of Sexual
Harassment and recommend appropriate action and also adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules thereunder.
During the financial year 2022-23, no case of sexual harassment was
reported.
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 seven years. Therefore, no funds were required to be transferred to Investor
Education and Protection Fund.
Secretarial Standards of ICSI
The Company is in compliance with the applicable Secretarial Standards
as issued by The Institute of Company Secretaries of India on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2).
Annual Return
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of
Section 92 of the Act, a copy of the Annual Return of the Company as on 31st March,
2023 is placed on the website of the Company and the same is available on the website of
the Company at www.orissasponge.com
Subsidiary, Joint Ventures or Associate Companies
The Company does not have any Subsidiary, Joint Ventures or Associate
Companies as on 31st March, 2023.
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
provided Compliance Certificate to the Board of Directors.
Policy on Determining Material Subsidiaries
During the year under review, since the Company has no subsidiary, the
requirement of Regulation 34(3) read with Schedule V Part C (10) (e) of SEBI (LODR)
Regulations 2015, is not applicable to the Company.
Listing with Stock Exchanges
The Company has been subjected to the consequences of SEBI (Delisting)
Regulations, 2009 as the listed equity shares of Bilati (Orissa) Limited, which was
promoted by the Company was compulsorily de-listed vide Bombay Stock Exchange (BSE)
pursuant to the aforesaid provisions. As a result, the company could not pursue its
"in principle approval" for revocation of suspension from trading on its shares.
As a consequence, BSE 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 in leading newspapers on 08.06.2019. However, the whole matter of delisting
has been put on hold by BSE following the instructions from SEBI, having regard to the
shareholding in the company by Industrial Promotion and Investment Corporation of Orissa
Limited, being a Government Company, which was informed to the Company vide letter dated
14.01.2020.
The annual listing fees have been paid to the Stock Exchanges up to
2019-20 where the Companys shares are listed. However, the annual listing for
2022-23 has not been paid in view of the action initiated by BSE for delisting of shares.
Your Companys application to National Stock Exchange (NSE) for listing and Calcutta
Stock Exchanges for de-listing is pending before the respective Exchanges.
Particulars of Employees
Pursuant to the applicable provisions of the Companies Act, 2013, read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
disclosures on Managerial Remuneration are provided in Annexure- 3, forming part of
this Report.
In terms of the provisions of Section 136(1) of the Companies Act,
2013, read with the said rules, the Boards Report is being sent to all the
shareholders of the Company excluding the annexure on the names and other particulars of
employees, required in accordance with Rule 5(2) of said rules, which is available for
inspection by the members, subject to their specific written request, in advance, to the
Company Secretary. The inspection is to be carried out at the Companys Registered
Office during business hours on working days of the Company up to date of ensuing Annual
General Meeting.
Significant and Material Orders Passed by the
Regulators/Courts/Tribunals a. The Regional Provident Fund Commissioner, Keonjhar has
initiated case against Company demanding Rs. 1099.12 Lakhs (which includes interest) u/s
7Q, 14B, & 7A of the Employee Provident Fund and Miscellaneous Provision Act, 1952.
During the year under review, this case has sub-judice by the Honble High Court of
Odisha and vide the order dated September 20, 2021, as an interim measure it has been
directed for the re-assessment of the pending Provident Fund dues. b. The Commissionerate
of CT & GST, Orissa has raised various demands under CST Act, Orissa Entry Tax, Orissa
Sale Tax and Orissa VAT Tax amounting to Rs. 68.62 Crores which includes penalty, interest
and Tax Recovery Interest which are under appeal before the various appropriate
authorities
Details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016
During the period under review, no application or proceeding was filed
under the Insolvency and Bankruptcy Code, 2016.
Acknowledgement
Your Directors place on record their sincere appreciation and gratitude
for the assistance and generous support extended by all Government authorities, Financial
Institutions, Banks, Customers and Vendors during the year under review. Your Directors
wish to express their immense appreciation for the devotion, commitment and contribution
shown by the employees of the company while discharging their duties.
|
For and on behalf of the
Board of Directors |
|
Sd/- |
Sd/- |
|
Ashish Saxena |
Prasanta Kumar Mohanty |
| Place: New Delhi |
Whole-Time-Director |
Managing Director |
| Date: 09.10.2023 |
DIN: 07269985 |
DIN: 00238329 |
+91-9892691696
