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Impex Ferro Tech Ltd Directors Report

3.4
(-0.87%)
Jul 22, 2024|10:46:09 AM

Impex Ferro Tech Ltd Share Price directors Report

Dear Shareholders,

The Directors are pleased to present the 28th Annual Report of the Company together with Audited Accounts for the Financial Year ended 31st March, 2023. FINANCIAL HIGHLIGHTS The Companys financial performance for the year ended 31st March, 2023 is summarized below:

Particulars

Current Year

Previous Year

31.03.2023

31.03.2022

Revenue from Operations (net)

14,338.17

29,847.17

Other Income

165.22

594.81

Total Revenue

14503.39

30,441.98

Profit before Finance Cost, Depreciation and Tax

(3,907.24)

1,258.91

Less: Depreciation & Amortisation

660.95

656.62

Less: Finance Cost

0.96

13.24

Less: Tax Expenses

-

-

Net Profit after Tax

(4,569.15)

589.05

Less: Exceptional Item

1,209.37

2,265.26

Other Comprehensive Income/(Loss) (net of Tax)

(7.80)

32.59

Total Comprehensive Income/(Loss)

(3,367.58)

(1,643.62)

Note: Figures of the previous year has been re-grouped/revised wherever necessary. FINANCIAL AND OPERATIONAL REVIEW

During the year under review, the Company has achieved Net Sales/Revenue from operation of 14,338.17 Lacs as against 29,847.17 Lacs in previous year registering a decrease of 51.96%. The Company incurred a loss of (3,359.79) Lacs as against loss of 589.05 Lacs in the previous year. The losses are mainly attributed due to liquidity crunches and increase in input cost.

GENERAL RESERVE

The Company has not transferred any amount to the General Reserve due to the losses incurred during the financial year 2022-23. DIVIDEND In view of the losses incurred by the Company, the Directors of the Company do not recommend any dividend for the financial year 2022-23. BOARD MEETINGS The Board met four (4) times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. CHANGES IN SHARE CAPITAL AND MEMORANDUM OF ASSOCIATION There was no change in the Share Capital and Memorandum of Association and Articles of Association of the Company during the financial year 2022-23.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Re-appointment

Mr. Ritesh Chandak (DIN: 10238203) was appointed as an Additional Non-Executive Director by the Board of Directors of the Company with effect from 21st July, 2023 and to be regularised as Non-Executive Director with effect from 21st July, 2023 in the ensuing Annual General Meeting. The term of Mr. Subham Bhagat (DIN: 09070773) as Chairman cum Managing Director of the Company will expire on 9th March, 2024. The Board of Directors in their meeting held on 14th August, 2023 proposed for his re-appointment w.e.f 10th March, 2024 subject to the approval of Shareholders in the ensuing Annual General Meeting.

Retirement

In accordance with the provisions of the Companies Act, 2013, Mr. Subham Bhagat (DIN: 09070773), retires by rotation and being eligible, offers himself for re-appointment.

Resignation

During the year Mr. Ranjeet Kumar Burnwal (DIN: 07479341), Executive Director of the Company has resigned from the directorship of the Company w.e.f. 7th February, 2023 due to some personal and unavoidable reasons.

Key Managerial Personnels (KMPs)

Pursuant to the provisions of section 203 of the Companies Act, 2013, the KMPs of the Company as on date are:

1. Mr. Subham Bhagat, Chairman cum Managing Director 2. Mr. Sanjeet Kumar Gupta, Chief Financial Officer 3. Mrs. Richa Lath, Company Secretary DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors and external agencies, the reviews performed by Management and the relevant Board Committees, the Board with the concurrence of the Audit Committee, is of the opinion that the Companys Internal Financial Controls were adequate and effective as on 31st March, 2023. Accordingly, pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability confirm: a) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) that we have selected such accounting policies and applied them consistently and made judgements 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) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) that the annual accounts have been prepared on a "going concern" basis; e) that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively; and f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively. CREDIT RATING During the year under review Credit Rating has not been done. The Companys credit rating for the last available year for Long-Term debts/facilities was ‘D and Short-Term facilities was ‘A4 (A Four) given by ICRA Limited. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES During the year under review, no Company has become or ceased to exist as the subsidiary of the Company. The Company has also not entered into any Joint Venture nor become an Associate Company during the year under review. WEB ADDRESS OF ANNUAL RETURN Pursuant to the provisions of the Companies Act, 2013 read with applicable rules made thereunder, the extract of Annual Return of the Company has been disclosed on the website of the Company at http://www.impexferrotech.com.

PUBLIC DEPOSITS

The Company has not accepted any deposits or unclaimed amount within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) rules, 2014. INSURANCE The properties and insurable assets and interests of the Company, like building, plant and machinery and stocks, among others are adequately insured. BUSINESS RESPONSIBILITY REPORT The Business Responsibility Report as per Regulations 34(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to the Company as the Company does not fall under top 500 listed companies on the basis of market capitalization. DIVIDEND DISTRIBUTION POLICY Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 500 listed companies based on market capitalisation are required to formulate a Dividend Distribution Policy. Accordingly, the Company is not required to formulate the Dividend Distribution Policy. AUDIT AND AUDITORS

STATUTORY AUDITOR

In terms of the provisions of section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 M/s. R. Kothari & Company LLP, Chartered Accountants (FRN: E300266) the Auditors of the Company shall hold office till the conclusion of the ensuing Annual General Meeting and they shall not be eligible for re-appointment due to expiry of the maximum permissible tenure as the Auditors of the Company. The Board appreciates the valuable contribution of the Auditors during their long association and guidance to the Company. The Audit Committee recommended the Board at its meeting held on 14th August, 2023, to appoint M/s. J. B. S. & Associates, Chartered Accountants (FRN: 323734E ) as the new Auditors of the Company, in place of the retiring Auditors, M/s. R. Kothari & Company LLP, Chartered Accountants (FRN: E300266) to hold office from the conclusion of the ensuing 28th Annual General Meeting until the conclusion of the 33rd Annual General Meeting of the Company, subject to approval of the members at the ensuing Annual General Meeting and ratification by the members of the Company every year thereafter. The Company has received a confirmation from M/s. J.B.S. & Associates, Chartered Accountants (FRN: 323734E) to this effect that their appointment, if made, would be within the limits prescribed under section 139 of the Companies Act, 2013 and the rules framed thereunder and in accordance with section 141 of the Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Regulation 33(d) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

STATUTORY AUDITOR OBSERVATION

The Statutory Auditor has put the qualification remark in their report. The details are as follows:- The Auditors have drawn attention to Note No. 36 of the accompanying Financial Statements regarding non provision of interest expense on the borrowings of the Company amounting to 5,342.55 lacs for the year ended 31st March, 2023 (Cumulative Non Provisioning of 27,115.31 lacs till 31st March, 2023) and penal interest and charges thereof (amount remaining unascertained) which is not in accordance with the requirements of Ind AS 23: Borrowing Costs read with Ind AS 109: Financial Instruments. In view of pending finalisation of the restructuring plan with Rare Asset Reconstruction Limited, the financial impact if any pursuant to assignment agreement remain unascertained and not been provided for in the financial statement which might have consequential impact on the reported figure of this year as well as earlier periods. Had the aforesaid interest expense been recognized, the finance cost for the year ended 31st March, 2023 would have been 5,343.51 lacs instead of reported amount of 0.96 lacs. The total expenses for the year ended 31st March, 2023 would have been 24,415.51 lacs instead of 19,072.55 lacs. The Net Profit/(Loss) after tax for the year ended 31st March, 2023 would have been (8,702.34 lacs) instead of (3,359.79 lacs). Total comprehensive Profit/(Loss) for the year ended 31st March, 2023 would have been (8,694.54 lacs) instead of reported amount of (3,351.99 lacs). Other equity as on 31st March, 2023 would have been (63,730.61 lacs) instead of reported amount of (36,619.30 lacs ) and other current financial Liability as on 31st March, 2023 would have been 27,127.35 lacs instead of reported amount of 16.04 lacs. The above reported interest has been calculated using Simple Interest rate. Our comments are as under: In view of pending finalization of the restructuring plan with RARE Asset Reconstruction Limited, the Company has not provided accrued interest in its books as the account has been declared as NPA by the respective banks. The amount of interest has been recognised in the books of account to the extent the amount charged/realised by the banks only. The amount of interest not so provided for stands at 1,377.14 lacs for the quarter and 5,342.55 lacs for the year ended 31st March, 2023, and penal interest and charges thereof (amount remaining unascertained) has not been provided for. The unprovided liability in respect of interest till 31st March, 2023, amounted to 27,111.31 lacs. The same may have consequential impact on the reported financial for the quarter and year ended 31st March, 2023 as well as earlier periods.

COST AUDITOR

In terms of section 148 of the Companies Act, 2013 read with rule 14 of the Companies (Audit and Auditors) Rules, 2014, on the recommendation of Audit Committee, the Board of Directors has reappointed M/s. A.J.S. & Associates, Cost Accountants (FRN: 000106), as Cost Auditor of the Company, at a remuneration of 40,000/- plus applicable taxes and re-imbursement of out of pocket expenses incurred by them to conduct an audit of the cost accounting records maintained by the Company for the current financial year beginning from 1st April, 2023 and ending on 31st March, 2024.

As required under section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Auditor is being placed at the ensuing Annual General Meeting for ratification by the members.

COST RECORDS

The Company has duly prepared and maintained the cost records of the business activities carried out by the Company during the financial year 2022-23 as required pursuant to the provisions of section 148(1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014.

SECRETARIAL AUDIT REPORT

In terms of section 204 of the Companies Act, 2013 and rules made there under, Mr. K. C Dhanuka of M/s. K. C Dhanuka & Co. have been appointed as Secretarial Auditor of the Company for the financial year 2022-23. The report of the Secretarial Auditor in Form MR-3 is enclosed as Annexure-I to this report. SECRETARIAL AUDITOR OBSERVATION

The Secretarial Auditor has the following observation in Form MR-3 enclosed as Annexure-I i. The Company has defaulted in payment of statutory dues within the prescribed time. ii. The Company has delayed in submission of Financial Results for the quarter ended 31st March, 2022 to NSE Ltd by 35 minutes and to BSE Ltd by 1 minute as required by Regulation 30 read with Schedule III of LODR-2015. iii. The Company has delayed in submission of Financial results for the quarter ended 30th September, 2022 and 31st December, 2022 as required by Regulation 33 of SEBI (LODR) Regulations, 2015 and fine of 1,77,000/- imposed by BSE Ltd and NSE Ltd respectively vide their E-Mail dated 14 December, 2022. iv. The Company has delayed in submission of prior intimation about the meeting of Board of

Directors to consider the financial results for the quarter ended 30th September, 2022 and 31st December, 2022 to BSE Ltd and NSE Ltd as required by Regulation 29(2)/29(3) of SEBI (LODR) Regulations, 2015. Our comment is as under: i. Statutory payments were delayed mainly due to poor liquidity position. ii. The delay was made due to some technical glitches. iii. The Company was under NCLT due to which the Board was suspended and there was no RP appointed in the Company. Hence, there was delay in submission of Financial Results for the quarter of September as well as December. The NCLT was revoked on 23rd March, 2023, thereafter, the Results for September, 2022 and December, 2022 quarter was adopted in the

Board Meeting held on 30th March, 2023. The Company has applied for waiver of fees tp NSE for the fine of 1,77,000/- imposed on the Company. iv. The Company was under NCLT due to which the Board was suspended and there was no RP appointed in the Company. Hence, there was delay in submission of prior intimation of Board Meeting of Board of Directors to consider the financial results for the quarter ended 30th September, 2022 and 31st December, 2022. The NCLT was revoked on 23rd March, 2023, thereafter, the prior intimation of Board Meeting for September, 2022 and December, 2022 quarter was sent on 23rd March, 2023.

SECRETARIAL COMPLIANCE REPORT

Pursuant to SEBI Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 and Regulation 24(A) of the SEBI Listing Regulations, Secretarial Compliance Report for the financial year ended 31st March, 2023 issued by M/s. K. C Dhanuka & Co., (Prop. Mr. K. C Dhanuka, FCS - 2204), Practicing Company Secretary is annexed herewith and marked as Annexure-II to this report. The Secretarial Compliance Report does not contain any qualifications, reservation or adverse remarks.

INTERNAL AUDITOR

In terms of section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, on the recommendation of Audit Committee, the Board of Directors has re-appointed M/s. NR & Associates, Cost Accountants, (FRN: 102903) as Internal Auditor of the Company for the financial year 2023-24 at a remuneration fixed by the Board of Directors of the Company in consultation with the Auditors. INTERNAL FINANCIAL CONTROL SYSTEM The Companies Act, 2013 has mandated the Company to have a formal framework of Internal Financial Controls (IFC) and has also laid down specific responsibilities on the Board, Audit Committee, Independent Directors and Statutory Auditors with regard to IFC. The financial control system and framework is required to ensure:

The orderly and efficient conduct of its business,

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.

The Board reviews the effectiveness of controls documented as part of Internal Affairs and Financial Control (IAFC) framework and take necessary corrective actions, where weaknesses are identified as a result of such reviews. This review covers entity level controls, fraud risk controls and information technology environment. The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the Companys policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial information. Based on this evaluation, no significant events had come to notice during the year that have materially affected, or are reasonably likely to materially affect our IFC. The management has also come to the conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.

The Statutory Auditor of the Company has audited the IFC over Financial Reporting and their Audit Report is annexed to the Independent Auditors Report under Financial Statements. DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES OF THE COMPANY Disclosure pertaining to remuneration and other details as required under section 134(3)(q), 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Boards Report as Annexure-III. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO A statement giving details of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) rules 2014, is annexed to this report as Annexure-IV. DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT The Board has formulated a Code of Conduct for the Board Members and Senior Management of the Company, which has been posted on the website of the Company. It is hereby affirmed that all the Directors and Senior Management Personnel have complied with the Code and a confirmation to that effect has been obtained from the Directors and the Senior Management. PREVENTION OF INSIDER TRADING The Company already had a structured Code of Conduct for Prevention of Insider Trading, with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code has been further streamlined to keep parity with the Companies Act, 2013 and SEBI (Prohibition of Insider Trading) Regulations, 2018 and be named as ‘Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders which is also displayed on the website of the Company www.impexferrotech.com. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Directors and designated employees, who hold any shares in the Company, have confirmed compliance with the Code. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS The members are apprised that in accordance with an application made by Punjab National Bank (PNB), the Honble National Company Law Tribunal (NCLT), Kolkata Bench, vide order dated 1st November, 2022 in Company Pettion No. NCLT/KB/2022/5158 ("Insolvency Commencement Order") has initiated Corporate Insolvency Resolution Process ("CIRP") against the Company under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code"). Mr. Sanjay Kumar Agarwal (IP Registration No. IBBI/IPA-001/IP-P00062/2017-18/10140) who had earlier been appointed as Interim Resolution Professional (IRP) was subsequently appointed as Resolution Professional (RP) by the Committee of Creditors (CoC) to manage affairs of the Company in accordance with the provisions of the Code. Further, due to some personal reasons, Mr. Sanjay Kumar Agarwal was refused to take up the assignment and there was no RP in the Company.

Further, in consonance with the stipulation contained in Section 17 of the IBC, 2016, the powers of the Board of Directors of the Company stand suspended as well as RP was not in the Company. Further, vide order dated 23rd March, 2023, the Company Petition along with all the pending Interlocutary Applications was dismissed and the erstwhile Management was restored to its original position. MATERIAL CHANGES AFFECTING THE COMPANY

The manufacturing operation of the plant of the company situated at Kalyaneshwari, West Bengal has been temporarily shut down since October, 2022 due to disconnection of power supply by the Damodar Valley Corporation (DVC) and the same has been intimated to the stock exchange pursuant to Regulations 30 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Steps are being taken to reconnect the power from DVC and restart the plant shortly. Further, the captive power plant of the Company could not be running due to non-feasibility, considering the technical and other issues in this regard.

The overall ferro alloys industry has been severely impacted by significant rises in input costs and scarcity of manganese ore due to the war in Ukraine and lockdowns in China. This has significantly impacted availability of key raw materials alongwith disruptions in the supply chain. The rising inflation and Indian government policy of keeping the prices in check by imposing various duties on the steel sector has further aggravated the situation.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the Financial Statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions between the Company and the Directors, the management, or the relatives except for those disclosed in the Financial Statements. The Company has seeked omnibus approval for Related Party Transactions as per Regulation 23(3) of SEBI LODR Regulations, 2015 for the Financial Year 2022-23. Accordingly, particulars of contracts or arrangements entered into by the Company with related parties referred to in section 188(1) of the Companies Act, 2013 in Form AOC-2 (Annexure V) is NIL POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration. A note on Remuneration Policy has been made a part of the Corporate Governance Report.

RISK MANAGEMENT POLICY

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Risk Management Policy provides for identification of risk, its assessment and procedures to minimize risk. The policy is periodically reviewed to ensure that the executive management controls the risk as per decided policy. DISCLOSURE UNDER SEXUAL HARASSMENT OF EMPLOYEE AT WORKPLACE The Company has a policy on Sexual Harassment in line with the requirements of the Sexual Harassment of any employee at workplace. The Internal Complaint Committee will redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The details related to complaints pertaining to sexual harassment during the financial year 2022-23 is covered under the Corporate Governance Report which forms part of this Annual Report. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 During the year under review, there is one (1) case proceedings were carried out under Insolvency and Bankruptcy Code, 2016, details of which is as under:

1 TP/29/22

IFTL I Ginodia

1.2.23 None for Corporate

25159940/-Sec

Auroma

Debtor. Adjourned. Post

433(e)/433(f) of

Coke vs IFTL

this matter on 28.03.2023.

CA 1956

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the Industry. The familiarisation programmes policy and details of familiarisation programme provided to the Directors of the Company is available on the Companys website www.impexferrotech.com. AUDIT COMMITTEE The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee. NOMINATION AND REMUNERATION COMMITTEE The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition and terms of reference of Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. CORPORATE SOCIAL RESPONSIBILTY (CSR) In line with the provisions of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR) policy for the development of programmes and projects for the benefit of weaker Sections of the society and the same has been approved by the CSR Committee and the Board of Directors of the Company. The Company has not spent any amount in CSR activities since the Company has incurred losses during the last 3 years eroding the entire net worth. VIGIL MECHANISM POLICY In terms of section 177 of the Companies Act, 2013, rules framed thereunder and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organisation can be communicated. For this purpose, the Board has a Vigil Mechanism Policy and the same has been uploaded on the website of the Company i.e. www.impexferrotech.com. The policy provides access to the Chairman of the Audit Committee in certain circumstances. During the year under review, there has been no incidence reported which requires action by the Audit Committee. PERFORMANCE/BOARD EVALUATION In pursuance to section 134 of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the functioning of various Committees. The Independent Directors also carried out the evaluation of the Chairman and the Non Independent Directors, the details of which are covered in the Corporate Governance Report. CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Report on Corporate Governance as stipulated under the above Regulation forms an integral part of this Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS Managements Discussion and Analysis for the year under review, as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is presented in a separate Section forming part of this Annual Report. CEO/CFO CERTIFICATION As required by Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations &

Disclosure Requirements) Regulations, 2015, the CEO/CFO certification has been submitted to the Board and forms an integral part of this Annual Report. COMPLIANCE WITH SECRETARIAL STANDARDS During the financial year, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). AWARDS & ACHIEVEMENTS During the year under review the Company has not received any awards. GREEN INITIATIVES IN CORPORATE GOVERNANCE Ministry of Corporate Affairs has permitted Companies to send electronic copies of Annual Report, notices etc., to the e-mail IDs of shareholders. The Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. The Company has made arrangement with CDSL/NSDL/RTA for updating the email address of the concerned shareholders for supply of Annual Report in electronic means due to non-printing of Annual Report physically for the outbreak of novel Corona Virus (CoVID-19). To support the ‘Green Initiative, the members who have not registered their email addresses are requested to register the same with the Registrar & Share Transfer Agent/Depositories for receiving all communication including Annual Report, Notices, Circulars etc from the Company electronically.

OTHER DISCLOSURE REQUIREMENTS

The disclosures and reporting with respect to issue of equity shares with differential rights as to dividend, voting or otherwise is not applicable as the Company has not issued any such shares during the reporting period.

The disclosures and reporting on issue of shares (including sweat equity shares and issue of shares under Employees Stock Option Scheme) to employees of the Company under any scheme are not applicable as the Company has not issued any such shares during the reporting period.

As far as possible, the Company has complied with the applicable provisions of Secretarial Standards SS-1 and SS-2.

There is no change in the nature of the business of the Company. APPRECIATION

The Directors wish to extend their thanks and appreciation for the valuable and continued support received from the Shareholders, Companys Bankers, Central and State Government Authorities, Stock Exchange(s), Depository Participants (DPs) and all other Business Associates for the growth of the organisation.

The Directors also wish to place on record their deep appreciation to all the employees for their commitment and continued contribution to the Company. ANNEXURE FORMING PART OF THE DIRECTORS REPORT The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and forms part of the Directors Report:

Annexure

Particulars

I

Secretarial Audit Report (Form MR 3)

II

Secretarial Compliance Report

III

Particulars of Employees

Prescribed particulars of Conservation of Energy, Technology, Absorption and

IV

Foreign Exchange Earnings and Outgo

V

Particulars of Contract or Arrangements with Related Parties (Form AOC 2)

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We are ISO 27001:2013 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.