The Directors have pleasure in submitting their Annual Report of the Company together
with the Audited Statements of Accounts for the year ended 31st of March, 2015.
1. FINANCIAL RESULTS
The Companys financial performance for the year under review along with previous years
figures are given hereunder:
| Particulars |
31/03/2015 |
31/03/2014 |
|
(Rupees in) |
(Rupees in) |
| Sales And Other Income |
24,55,080 |
24,36,646 |
| Profit/Loss before depreciation and amortization |
8,87,823 |
7,81,861 |
| Depreciation and amortization for the year |
4,21,524 |
4,38,448 |
| Net Profit/Loss after depreciation and amortization |
4,66,299 |
343,413 |
| Exceptional Items |
0 |
0 |
| Profit before extraordinary items and tax |
4,66,299 |
3,43,413 |
| Extraordinary Items |
0 |
0 |
| Profit before tax |
4,66,299 |
3,43,413 |
| Current tax expense |
1,99,917 |
1,72,510 |
| Deferred tax expense |
(58,622) |
(69,714) |
| 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 |
3,25,004 |
2,40,617 |
| 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 any
dividend for the year under review.
3. PERFORMANCE OF THE COMPANY:
During the year under review, your Companys Gross Revenue is 24,55,080 (Previous Year:
24,36,646). Gross profit before interest, depreciation and tax amounted to 9,45,777
(Previous Year: 7,90,318). The net profit stood at 3,25,004 (Previous Year: 2,40,617).
4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT
RELATEs AND THE DATE OF THE REPORT
There were no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which this financial statements
relate 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, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable to the
company.
6. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY
The Company does not have any Risk Management Policy as the elements of risk
threatening the Companys existence are very minimal.
7. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the company under Section 186 of
the Companies Act, 2013 during the year under review and hence the said provisions is not
applicable.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of Contracts or Arrangements made with related parties made pursuant to
Section 186 are furnished in Annexure 1 and is attached to this report.
10. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made by the Auditors in
their report.
The practicing company secretary qualifies their Secretarial Audit report and same is
attached herewith.
11. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE 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 Rule
12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure 2
and 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 August,
2014, 14th November, 2014 and 9th February, 2015 during the
financial year under review.
14. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submit its responsibility Statement:
a. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
c. the directors had taken proper and sufficient care 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. 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 financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively. Internal financial control means the policies and
procedures adopted by the Company for ensuring the orderly and efficient conduct of its
business including adherence to Companys policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial information.
f. the directors had devised proper systems to ensure compliance with the provisions of
all 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 under
review.
17. DIRECTORS
Mr. Ashim Saraf and Mr. Mahesh Saraf retire in the ensuing Annual General Meeting and
being 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 the
Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors
under 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 in
the Annual General Meeting held on 29/09/2014. Their continuance of appointment and
payment of remuneration are to be confirmed and approved in the ensuing Annual General
Meeting. The Company has received a certificate from the above Auditors to the effect that
if they are re-appointed, it would be in accordance with the provisions of Section 141 of
the 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 associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully 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 entered
into by the Company with related parties referred to in Sub-section (1) of Section 188 of
the Companies Act, 2013.
Details of material contracts or arrangement or transactions at arms length basis: The
details of material contracts or arrangement or transactions at arms length basis for the
year ended March 31, 2015 are as follows:
| Name of related party |
Nature of relationship |
Amount |
| Nature of Contract: Leasing of Property |
Associate Company |
21,00,000 |
| 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 statutory
provisions and the adherence to good corporate practices by Vidarbha Iron And Steel
Corporation Limited (hereinafter called the Company) having CIN: L27100MH1972PLC016134.
Secretarial Audit was conducted in a manner that provided me a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Companys books, papers, minute books, forms and
returns filed and other records maintained by the company and also the information
provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, I hereby report that in my opinion, the company has, during
the audit period covering the financial year ended on 31st March, 2015 complied
with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other
records maintained by the Company for the financial year ended on 31st March,
2015 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 made
thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made
thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 and the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) (Amendment) Regulations, 2015 notified on 24th
March, 2015;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations,1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 and the Securities and Exchange Board of
India (Share Based Employee Benefits) Regulations,2014 notified on 28thOctober
2014;
(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 Share
Transfer 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) Regulations,
1998;
(vi) There are no Other Specific Laws applicable to the Company as informed to me by
the Management.
I have also examined compliance with the applicable clauses of the Listing Agreements
entered 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 India
as they were not applicable during the audit period.
(b) applicable financial laws, like direct and indirect tax laws, since the same have
been 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 Act,
Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following
observations:
(a) The company had entered into a related party transaction as per the provisions of
Companies Act. The Lease Agreement was executed with Facor Steels Limited and same was
approved by passing board resolution in the Meeting dated 28/07/2009 for 5 years however
as 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 as
per the requirement of Section 138 of the Companies Act, 2013.
(d) The company has not appointed Company Secretary as per the requirement of Section
203 of the Companies Act, 2013.
(e) The appointment of Additional Independent Director has been done by passing
resolution by Circulation.
(f) Audit Committee and Nomination & Remuneration Committee was not constituted by
the Company during the audit period.
(g) The Company has not established vigil mechanism pursuant to the requirement of
section 177 of the Companies Act, 2013.
(h) The Company has filed e-form MGT-15 after the due date with the Registrar of
Companies
I further report that, based on the information provided by the Company, its officers
and authorized representatives during the conduct of the audit, and also on the review of
quarterly compliance reports by respective department heads / company secretary taken on
record by the Board of Directors of the Company, in my opinion, adequate systems and
processes and control mechanism exist in the Company to monitor and ensure compliance with
applicable laws.
I further report that:
The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors, Non-Executive Directors however there is only one independent
Director on the Board of the Company and hence the Company has not complied with
provisions Section 149 of Companies Act. Hence the composition of the Board of Directors
that took place during the period under review was not carried out in compliance with the
provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and
detailed notes on agenda were sent atleast seven days in advance, and a system exists for
seeking and obtaining further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting.
As per minutes of the meetings duly recorded and signed by the Chairman, the decisions
were unanimous and no dissenting views have been recorded.
I further report that there are adequate systems and processes in the company
commensurate with the size and operations of the company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
I further report that during the audit period there were no specific events/ actions in
pursuance of the above laws, rules, regulations, guidelines, etc., having a major bearing
on the Companys affairs.
|
For N. V. Jain & Associates |
|
Company Secretaries |
|
Nilesh Jain |
| Place : Nagpur |
(Proprietor) |
| Date : 13th August 2015 |
FCS No. 4933; C.P No. 3069 |
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
TO THE MEMBERS OF VIDARBHA IRON & STEEL CORPORATION LIMITED
We have examined the compliance of conditions of Corporate Governance by VIDARBHA
IRON & STEEL CORPORATION LIMITED (the "Company"), for the year ended 31st
March 2015, as stipulated in Clause 49 of the Listing Agreement of the Company with the
stock exchange.
The compliance of conditions of Corporate Governance is the responsibility of the
Management. Our examination was limited to a review of the procedures and implementation
thereof adopted by the Company for ensuring compliance with the conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
In our opinion and to the best of our information and according to the explanations
given to us, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement.
We further state that such compliance is neither an assurance as to the future
viability of the Company nor of the efficiency or effectiveness with which the Management
has conducted the affairs of the Company.
|
For SALVE & CO |
|
Chartered Accountants |
|
(Firms 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 STOCK
EXCHANGES
| 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 |
|
+91-9892691696
