Indian Bright Steel Company Ltd Directors Report.

To,

The Members,

Indian Bright Steel Company Limited

Your Directors have pleasure in presenting the 59th Annual Report together with the Audited Accounts of the Company for the year ended March 31,2020.

1. FINANCIAL RESULTS

Your Companys performance for the financial year ending 31st March 2020 is stated below:

For the Current year ended on 31st March, 2020 (Rs.) For the previous year ended on 31st March, 2019 (Rs.)
Income for the year 602,111 598,034
Expenditure for the year excluding Depreciation and Amortization Exp. 1,698,584 2,167,423
Profit / (Loss) before Depreciation/adjustment (1,096,473) (1,569,389)
Less: Depreciation/prior period adjustment - -
Exceptional Items (1,096,473)
Tax Expenses - -
Net Profit/(Loss) for the year (1,096,473) (1,569,389)

2. WORKING

All efforts are being made by the management to revive the companys business activities.

3. DIVIDEND

Your directors do not recommend any dividend in view of the accumulated loss.

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 STATEMENTS RELATE AND THE DATE OF THE REPORT

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 on the date of this report.

5. LISTING INFORMATION

The Equity shares of your Company are listed on Bombay Stock Exchange Limited (BSE).

6. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

7. DEPOSITS

Your Company has not accepted any deposited within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. PARTICULARS OF ENERGY CONSUMPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

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 given below.

CONSERVATION OF ENERGY

The matters relating to the above are not applicable to the Company.

The Companys operations involve low energy consumption. Wherever possible, energy conservation measures are being implemented.

RESEARCH AND DEVELOPMENT

The Company has no specific Research and Development programme.

FOREIGN EXCHANGE EARNINGS/OUTGOINGS

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the element of risk threatening the Companys existence is very minimal.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the Financial Statements.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 are detailed in the Financial Statements.

12. EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the annual return for FY 2019 is given in Annexure I in the prescribed Form No. MGT-9, which is a part of this report.

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

The Company had 4 (Four) Board meetings during the financial year under review as on 27.05.2019, 12.08.2019, 11.11.2019 and 06.02.2020.

14. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

15. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal controls to ensure that all the assets of the Company are safeguarded and are productive. Necessary checks and balances are in place to ensure that transactions are adequately authorized and reported correctly.

16. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the pro9visions 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.

17. DIRECTORS

During the financial year, there has been no change in the directorship of the Company.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company.

18. AUDITORS

The Companys Auditors M/s Desai Associates, Chartered Accountants (registration number: 102286W), Mumbai were appointed as the Statutory Auditors with your approval at the 58rd Annual General Meeting for a period of two years.

The Board on recommendation of Audit Committee, recommended for the approval of Members, to ratify the appointment of M/s. Desai Associates, Chartered Accountants, (registration number: 102286W) as Statutory Auditors of the Company for a period of two years till the conclusion of the 60th Annual General Meeting.

The statutory audit report does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

AUDIT COMMITTEE:

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially sound and literate.

The Audit Committee conducted 4 meetings during the financial year under review.

Secretarial auditor

Your Board appointed M/s. Ragini Chokshi & Co, Practising Company Secretaries, to conduct secretarial audit of the Company for the financial year ended 31st March, 2020.

The Report M/s. Ragini Chokshi & Co, Practicing Company Secretary is provided in the Annexure forming part of this Report, pursuant to Section 204 of the Companies Act, 2013.

As regards the Secretarial Audit report the comments are as under:.

Observation (a) - 35.55% of the shares of promoter group are in demat form. The balance 0.21% is in process of dematerializing by the promoters.

Observation (b) - There was a technical glitch at the time of the audit, the Company ensures the website is functional and timely disclosures are made.

Observation (c) - The delay is inadvertent. The Company ensures timely filings with Stock Exchange as a best practise which it has been following.

19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the period under review Company was not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

20. CORPORATE GOVERNANCE:

The paid up equity share capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores as on 31st March, 2020, hence Corporate Governance clause is not applicable to the Company.

21. VIGIL MECHANISM:

The Company has established a Vigil Mechanism Policy for the employees to report their genuine concerns or grievances. The Audit Committee of the Company oversees the Vigil Mechanism.

22. PARTICULARS PURSUANT TO SECTION 197 (12) AND THE RELEVANT RULES

None of the employee has received remuneration exceeding the limits as stated Section 197 (12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

23. MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

There was no significant material orders passed by the Regulators/ Courts/Tribunal which would impact the going concern status of the Company and its future operations.

24. DISCLOSURE AS PER SECRETERIAL STANDARD

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

25. IMPACT OF COVID-19

Due to outbreak of novel Coronavirus (COVID-19) in pandemic globally and in India is causing significant disturbance and slowdown of economic activity and lockdown in the country, the compliances are made as per timeline extended by SEBI and Stock Exchange.

26. APPRECIATION

Your Directors would like to place on record their sincere thanks for the co-operation and support received from various agencies of the Government as also from the Companys Bankers, Shareholders, other business associates and the Company officials.

27. CAUTIONARY NOTE

The statements forming part of the Directors Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

For & On behalf of the Board
Manubhai Parekh
Chairman
Place: Mumbai
Date: 26.06.2020