Inertia Steel Ltd Directors Report.
INERTIA STEEL LIMITED.
Your Directors are pleased to present the 35 (THIRTY FIFTH) ANNUAL REPORT together with the Companys Audited Financial Statement for the financial year ended 31s1 March, 2019.
The Companys financial performance for the year ended 31st March, 2019 is summarised below:
|(Amount in Rs.)|
|Particulars||Year ended 31.03.2019||Year ended 31.03.2018|
|Revenue from Operations||4,09,820||3,74,320|
|Administrative & Other Expenses||4,23,501||3,67,257|
|Profit before tax||7,619||7,063|
|Provision for - Current Tax||1,980||1,820|
|Income Tax of Earlier year||--||(60)|
|Profit for the year||5,639||5,303|
|Earnings per equity share (Basic & Diluted) (Face Value of Rs. 10/- each)||0.02||0.02|
FINANCIAL HIGHLIGHTS AND COMPANYS AFFAIRS:
During the year under review, the Company has achieved total revenue of Rs. 4,31,120/- as compared to Rs. 3,74,320/- in previous year. Further, the Company has achieved Net Profit of Rs. 5,639/- for the year under review as compared to Rs. 5,303/- in previous year. 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.
With a view to conserve the resources of the Company, the Board of Directors does not recommend any dividend for the year under review.
TRANSFER TO RESERVES:
The Company does not propose to transfer any amount to the general reserve for the financial year ended 31s1 March, 2019.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152(6) the Companies Act, 2013 and Rules made there under and Articles of Association of the Company, Shri Hari Gopal Joshi, Director, retires at the ensuring Annual General Meeting and being eligible offered himself for re-appointment.
The present Directors of the Company are as follows:
(a) Shri Hari Gopal Joshi, Director (DIN 00024800);
(b) Smt. Sarita Harigopal Joshi, Director (DIN 06781907);
(c) Shri Suresh Jayantilal Ajmera, Director (Independent) (DIN 01341331);
(d) Shri Dhanesh Suresh Ajmera, Director (Independent) (DIN 02446635);
NUMBER OF MEETINGS OF BOARD:
During the year under review, 4 (Four) meetings were held. The dates of the meetings are 24th May, 2018, 07th August, 2018, 14th November, 2018 and 11th February, 2019.
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 and Rules made thereunder.
COMMITTEES OF BOARD OF DIRECTORS:
The Board of Directors has duly constituted Audit Committee and Nomination & Remuneration Committee, in accordance with the applicable provisions of Companies Act, 2013 and Rules made thereunder.
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.
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 risk managements are monitored and resolved as per the process laid out in the policy.
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. 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.
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
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3)(c) 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, 2018, 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.
INTERNAL FINANCIAL CONTROL SYSTEMS:
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 operation were observed.
AUDITORS & AUDITORS REPORT:
At the 33rd Annual General Meeting held on 27th September, 2017, M/s Agrawal Chhallani & Co., Chartered Accountant, ICA1 Firm Registration No. 100125W, Nagpur, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of 38lh Annual General Meeting subject to ratification of the appointment by the members at every annual general meeting to be held during their tenure.
However, the Companies (Amendment) Act, 2017 vide Notification No. S.O. 1833(E) dated 7th May 2018 has omitted the proviso to Section 139(1) of the Companies Act, 2013 which requires ratification of the Appointment of Auditor at every AGM. Therefore, in view of the deletion of the said proviso, ratification of the appointment of Auditors by the Members of the Company is no longer needed.
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 has appointed M/s. R. A. Daga and Co, Practising Company Secretary, Nagpur to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended 31st March, 2019 in Form MR-3 is attached as "Annexure IF and forms a part to this Report. The comments of the Board on the observations of the Secretarial Auditors are given in "Annexure IIF.
CORPORATE GOVERNANCE REPORT:
As per the requirement of the latest SEB1 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. 24,88,000 and Net Worth is of Rs. 22,30,311/- as on Financial Year ending 31st March, 2019, therefore, the provisions relating to Corporate Governance Report are not applicable to the Company.
WEB LINK OF THE ANNUAL RETURN:
The Company having its Website as www,inertiasteel.com
EXTRACT OF THE ANNUAL RETURN:
In pursuant to the provisions of Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, Extract of Annual Return in form MGT-9 is annexed herewith as "Annexure F which forms part of this Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
During the year under review, the Company has not provided any loan, extended any guarantee or made investments as covered under Section 186 of the Companies Act, 2013. However, the earlier loans (i.e. long term and short term) form part of the notes to the financial statements provided in this Annual Report.
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. However, the other transaction made by the Company with related parties, disclosure of which is required under Accounting Standard 18, form the part of notes to the financial statement provided in this Annual Report.
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.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company did not have any subsidiaries, associates or joint ventures during the year.
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.
DISCLOSURE 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.
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).
The Directors place on record, their appreciation and gratitude for all the co-operation extended by Government Agencies, Bankers, Financial Institutions, Business Associates and Members.
For and on behalf of the Board of Directors
INERTIA STEEL LIMITED
|Date : 13th August, 2019|
|Place : Mumbai||HARI GOPAL JOSHI||SARITA HARIGOPAL JOSHI|
|(DIN 00024800)||(DIN 06781907)|