inertia steel ltd share price Directors report

To,

The Members,

INERTIA STEEL LIMITED

Your Directors are pleased to present the 39th (THIRTY NINETH) ANNUAL REPORT together with the Companys Audited Financial Statements for the financial year ended 31st March, 2023.

1. FINANCIAL SUMMARY:

The Companys financial performance for the year ended 31st March, 2023 is summarised below:

(Rs. in Thousands)

Particulars	Year ended 31.03.2023	Year ended 31.03.2022
Income:
Revenue from Operations	3,170.18	3,637.65
Other Income	2,350.00	-
TOTAL REVENUE	5,520.18	3,637.65
Expenditure:
Purchase of Stock-in-Trade	2,528.15	2,761.25
Change in Inventories of Stock-in-Trade	-	-
Employee Benefits Expense	678.54	503.38
Other Expenses	474.55	960.35
TOTAL EXPENDITURE	3,681.24	4,224.98
Profit before tax	1,839.94	(587.33)
Tax Expense:
Provision for - Current T ax	478.12	-
Income T ax of Earlier year	-	-
Profit for the year	1,360.82	(587.33)
Earnings per equity share (Basic & Diluted) (Face Value of Rs. 10/- each)	5.47	(2.36)
(Rs. Ps.)

2. FINANCIAL HIGHLIGHTS AND COMPANYS AFFAIRS:

During the year under review, the Company has achieved total revenue of Rs. 5,520.18/- thousand as compared to Rs. 3,637.65/- thousand in the previous financial year. Further, the Company has generated a Net Profit (after tax) of Rs. 1,360.82/- thousand for the financial year ended March 31, 2023, as compared to the loss of Rs. 587.33/- thousand in the previous financial year 2021-2022. The Company is actively pursuing to be fully operational and pursue activities in consonance with the objectives for which it is established and taking necessary steps to effectively implement the same.

3. DIVIDEND:

With a view to conserve resources, your Directors do not recommend any dividend during the reporting period.

4. TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to the general reserve for the financial year ended 31st March, 2023.

5. CHANGE IN THE NATURE OF BUSINESS:

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

6. CONSOLIDATED FINANCIAL STATEMENT:

The Company does not have any Subsidiary Company, Associate Company and Joint Venture Company hence the Company is not required to prepare Consolidated Financial Statement.

7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Shri Pramod Shende ceased to be Chief Financial Officer of the Company w.e.f. 12th October,2022 due to completion of terms of appointment. Except as stated above, there was no change in the Directorship of the Company. However, subsequent to the end of the Financial Year following appointments, re-appointments, and resignations were made till the date of this report.

• Resignation of Smt. Shubhra Bhakat (ICSI Membership No. ACS 52804) from the position of Company Secretary and Compliance Officer of the Company with effect from 14th August, 2023 and appointment of Shri Jitendra Rajendra Patil (ICSI Membership. No. ACS 39055) as the Company Secretary and Compliance Officer of the Company with effect from 14th August, 2023;

• Appointment of Shri Jatin Gaikar as the Chief Financial Officer of the Company with effect from 14th August, 2023;

• Appointment of Smt. Jeny Gowadia (DIN: 03014009) as an Additional (Independent) Director (NonExecutive Category) of the Company w.e.f. 14th August, 2023; and

• Appointment of Shri Dhiren Bontra (DIN: 09591605) Additional (Independent) Director (NonExecutive Category) of the Company w.e.f. 14th August, 2023.

The present Directors and KMPs of the Company are as follows:

(a) Smt. Sarita Harigopal Joshi, Whole Time Director (DIN 06781907);

(b) Shri Suresh Jayantilal Ajmera, Director (Independent) (DIN 01341331);

(c) Shri Dhanesh Suresh Ajmera, Director (Independent) (DIN 02446635);

(d) Shri Vinod Kavassery Balan, Director (DIN 07823253);

(e) Smt. Jeny Gowadia, Additional (Independent) Director (DIN: 03014009);

(f) Shri Dhiren Bontra, Additional (Independent) Director ((DIN: 09591605);

(g) Shri Jatin Gaikar , Chief Financial Officer (CFO);

(h) Shri Jitendra Rajendra Patil, Company Secretary and Compliance Officer.

In accordance with the provisions of the Companies Act, 2013 and Rules made there under and in terms of Articles of Association of the Company, Shri. Vinod Kavassery Balan, Director (DIN: 07823253), retires at the ensuring Annual General Meeting and being eligible offered himself for re-appointment.

8. NUMBER OF MEETINGS OF BOARD:

During the year under review, 5 (Five) Board meetings were held. The dates of the meetings are 27th May 2022, 10th August 2022, 31st August 2022, 12th November 2022 and 13th February 2023.

9. ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS:

Details of the attendance of the Directors at the Board Meetings held during the year 2022-2023:

Name of the Director	Number of Board Meeting
	Entitled to Attend	Attended
Smt. Sarita Harigopal Joshi	5	1
Shri Suresh Jayantilal Ajmera	5	5
Shri Dhanesh Suresh Ajmera	5	5
Shri Vinod Kavassery Balan	5	5

10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Board confirms that all Independent Directors of the Company have given a declaration to the Board under Section 149(7) of the Companies Act, 2013 and Rules made thereunder that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

11. COMMITTEES OF BOARD OF DIRECTORS:

The Board of Directors has duly constituted the Audit Committee and Nomination & Remuneration Committee in accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder.

During the year under review, 5 (Five) Audit Committee meetings were held. The dates of the meetings are 27th May, 2022, 10th August 2022, 31st August 2022, 12th November 2022 and 13th February 2023.

During the year under review, 2 (Two) Nomination & Remuneration Committee meetings were held. The dates of the meetings are 31st August 2022 and 13th February 2023.

12. ANNUAL PERFORMANCE EVALUATION:

The Board of Directors of the Company is committed to assess its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established the process for evaluation of performance of all the Directors and the Board including Committees. The Company has devised a Policy for performance evaluation of all the

Directors, the Board and the Committees which includes criteria and factors for performance evaluation. The appointment / re-appointment / continuation of Directors on the Board shall be based on the outcome of evaluation process.

13. RISK MANAGEMENT POLICY:

In compliance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the Board of Directors has formulated and adopted the Risk Management Policy. The Board of Directors has delegated the authority to Audit Committee to monitor the Risk Management Policy including (a) Overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. We affirm that all risks are monitored and resolved as per the process laid out in the Policy.

14. NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and Independence of Directors and recommends to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees of the Company. The brief terms of the Policy framed by the Nomination and Remuneration Committee, in pursuant to the provisions of Section 178(4) of the Companies Act, 2013 and Rules made thereunder are as follows:

(a) The Committee shall ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

(b) The Committee shall also ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) The Committee shall also ensure that the remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.

The Key Objectives of the Committee are:

(a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management;

(b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation;

(c) To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

15. VIGIL MECHANISM:

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism Policy are made available on the Companys website www.inertiasteel.com

During the year, neither any whistle blower event was reported, nor any personnel has been denied access to the Audit Committee. Your Company also ensures that the vigil mechanism established in the Company is functioning very well.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors state that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the Directors have 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 of the company for that period;

(c) the Directors have 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 have prepared the annual accounts on a going concern basis;

(e) the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17. AUDITORS:

At the 38th Annual General Meeting held on 30th September, 2022, M/s. NGST & Associates, Chartered Accountants, ICAI Firm Registration No. 135159W, Mumbai, were appointed as the Statutory Auditors of the Company for the period of 5 years.

M/s. NGST & Associates, Chartered Accountants, Mumbai, has tendered their resignation as Statutory Auditor of the Company with effect from 14th August 2023.

Further, the Company at its Board meeting held on 14th August 2023 appointed M/s. Bohra & Company, Chartered Accountants as the Statutory Auditor of the Company to fill in the casual vacancy occurred due to resignation of M/s. NGST & Associates, Chartered Accountants, for the Financial Year 2023-24 and shall hold office till the conclusion of 40th Annual General Meeting to be held for the year 2023-24 of the Company, subject to approval from the members of the Company in the ensuing Annual General Meeting of the Company (i.e. 39th Annual General Meeting).

Their consent letters / certificates to the effect that their appointments, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified have been received.

18. COMMENT ON AUDITORS REPORT:

The Report of Auditors of the Company and the notes forming part of the financial statements are selfexplanatory and hence requires no explanation from the Board of Directors. The Auditors Report does not contain any qualification or reservation or adverse remark.

19. REPORTING OF FRAUD BY STATUTORY AUDITORS:

As per the provision of Section 143(12) of the Companies Act, 2013 read with Rules made thereunder, no fraud on or by the Company has been noticed or reported by the Statutory Auditors or Secretarial Auditor of the Company.

20. SECRETARIAL AUDITOR & THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. R. A. Daga and Co, Practicing Company Secretary, Nagpur to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31st March, 2023 in Form MR-3 is attached as "Annexure I" and forms a part to this Report and is self-explanatory.

21. INTERNAL FINANCIAL CONTROL AND AUDIT:

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were operating effectively and no reportable material weakness in the design or operations were observed.

22. MAINTENANCE OF COST RECORDS:

During the year under review, the Company does not fall within the provisions of Section 148 of Companies Act, 2013 read with Rules made thereunder, therefore, the requirement of maintenance of cost records are not applicable.

23. CORPORATE GOVERNANCE REPORT:

As per the requirement of the latest SEBI Circular No. CIR/CFD/Policy Cell/7/2014 issued on 15th September, 2014, the listed companies having paid up equity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year is not required to comply with the norms of the Corporate Governance Report.

Since, the Paid-up Equity Share Capital of the Company is Rs. 2,488.00/- thousands and Net Worth is of Rs.3,018.52/- thousands as on Financial Year ending 31st March, 2023, therefore, the provisions relating to Corporate Governance Report are not applicable to the Company.

24. VOTING RIGHTS OF EMPLOYEES:

During the year under review, the Company has not given loan to any employee for purchase of its own shares as per Section 67(3)(c) of Companies Act, 2013, therefore, the disclosures as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable.

25. DISCLOSURES REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued any shares under Employees Stock Options Scheme pursuant to provisions of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), therefore, the disclosures regarding issue of employee stock options are not applicable.

26. DISCLOSURES REGARDING ISSUE OF SWEAT EQUITY SHARES:

During the year under review, the Company has not issued any Sweat Equity Shares pursuant to provisions of Section 54 of Companies Act, 2013 read with Rules made thereunder.

27. MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and at the date of this Boards Report.

• ACQUISITION UNDER SEBI SAST REGULATIONS:

Pursuant to the Share Purchase Agreements dated 29th September, 2022 entered between the parties (SPA) in compliance with Regulation 18(12) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, an Open Offer was made by Mr. Vasantrai Ratilal Mehta ("Acquirer") to acquire 26% Equity Shares capital in Inertia Steel Limited (‘Target Company) at Rs. 10.00/- (Rupees Ten Only) per Equity Share.

In terms of Article 3.2 of the SPA, the 20% of the purchase consideration at the time of signing of the SPA and balance on completion of the offer period was not paid, the parties have mutually terminated the SPA vide Deed of Termination dated 23rd February, 2023. Accordingly, the said acquisition of equity shares of the Company was not implemented.

28. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):

During the year, the Company was not required to transfer any amount to Investor Education and Protection Fund ("IEPF") as per the requirements of the IEPF Rules.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis is attached as "Annexure II" and forms a part to this Report.

30. CREDIT RATING:

The Company was not required to obtain credit rating from any credit rating agencies. Hence this clause is not applicable to the Company.

31. CORPORATE SOCIAL RESPONSIBILITY:

Since, the Company does not fall under the criteria provided under Section 135(1) of Companies Act, 2013 read with Rules made thereunder, therefore, the constitution of Corporate Social Responsibility Committee and statement on Corporate Social Responsibility as per Section 134(3)(o) of Companies Act, 2013 are not applicable to the Company.

32. WEB LINK OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of Companies Act, 2013 and Rule 12 of the Companies (Management and Administration Rules, 2014, the Annual Return for the F.Y. 2022-2023 is available on Companys website at www.inertiasteel.com.

33. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided are mentioned in the audited financial statement which forms part of this Annual Report.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, the Company has not entered into any contracts or arrangements with related parties as referred under Section 188(1) of the Companies Act, 2013 and Rules made thereunder.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The disclosures relating to conservation of energy and technology absorption are nil. There were no foreign exchange earnings or outgo for the year under review.

36. PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees in the Company who are drawing prescribed salary pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

37. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING/SUBSIDIARY:

The Company does not have any holding or subsidiary Company, and therefore the provisions of Section 197(14) of Companies Act, 2013 read with Rules made thereunder, towards payment of any commission or remuneration from holding or subsidiary Company are not applicable.

38. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has 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 there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

39. OTHER DISCLOSURE:

(a) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable;

(b) There was no application made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.;

(c) The Company has not failed to implement any corporate action during the year under review;

(d) There was no revision of financial statements and Boards Report of the Company during the year under review.

40. GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(a) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

(b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

(c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013 as issued by the Institute of Company Secretaries of India ("ICSI").

41. ACKNOWLEDGEMENT:

The Directors place on record, their appreciation and gratitude for all the co-operation extended by Government Agencies, Securities Exchange Board of India, Stock Exchange, Bankers, Financial Institutions, Business Associates and Members.

The Board of Directors also places on record its sincere appreciation of the commitment and hard work put in by the management and employees of the Company.

	For and on behalf of the Board of Directors
	INERTIA STEEL LIMITED
Date: 14.08.2023
Place : Mumbai
	VINOD KAVASSERY BALAN	DHANESH SURESH AJMERA
	DIRECTOR	DIRECTOR
	(DIN 07823253)	(DIN 02446635)