National Steel & Agro Industries Ltd Directors Report.

To,

The Members,

National Steel and Agro Industries Limited

(Company under Corporate Insolvency Resolution Process)

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

The National Company Law Tribunal ("NCLT"), Mumbai Bench, vide its order dated April 11, 2022 ("Insolvency Commencement Date & NCLT Order") has admitted the application for initiation of Corporate Insolvency Resolution Process ("CIRP") filed by Bank of India and subsequently replaced by JM Financials Asset Reconstruction Company Limited ("Financial Creditor") in respect of National Steel and Agro Industries Limited ("Corporate Debtor") under Section 7 of Insolvency and Bankruptcy Code, 2016 ("Code").

Pursuant to the NCLT Order, Mr. Dushyant C Dave (IP Registration No. IBBI/IPA-003/IP-N00061/2017-18/ 10502) was appointed as Interim Resolution Professional ("IRP") to manage affairs of the Company in accordance with the provisions of Code. Thereafter, in the first meeting of Committee of Creditors held on May 11, 2022, Mr. Dushyant C Dave had been confirmed as Resolution Professional ("RP") with respect to the Company.

Pursuant to the NCLT Order and in consonance with the provisions of Section 17 of the Code, the powers of the Board of Directors of the Company stand suspended from the Insolvency Commencement Date and are exercised by Mr. Dushyant C Dave, Resolution Professional.

In terms of Regulation 15 (2A) & (2B) of SEBI (LODR) Regulations, 2015, though the provisions of Regulations 17,18,19, 20 and 21 in relation to Board of Directors, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee respectively, shall not be applicable during the insolvency resolution process period in respect of a listed entity which is undergoing CIRP under the Insolvency and Bankruptcy Code as the role and responsibilities of the Board of Directors as specified under regulation 17 shall be fulfilled by the interim resolution professional or resolution professional in accordance with sections 17 and 23 of the Insolvency and Bankruptcy Code, the Resolution Professional deems fit to continue with the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee in order to continue the operations of the Corporate Debtor as a going concern.

Since the powers of Board of Directors has been suspended and vested with Resolution Professional all the Board and Committee meetings were held after obtaining authority from Resolution Professional. Decisions at the Board Meetings and committee meetings were taken unanimously.

The Audited Financial Statements for the year ended March 31, 2022 have been reviewed by the Audit Committee in their meeting held on May 30, 2022 and the Audited Financial Statements for the year ended March 31, 2022 have been certified and approved by the Board of Directors and Key Managerial Personnel namely Mr. Santosh Shahra, Executive Director, Mr. Manoj Khetan, Chief Financial Officer, Ms. Anusha Chandwani, Company Secretary, respectively in the meeting held on May 30, 2022.

On the basis of such approvals from the Board of Directors in the meeting held on May 30, 2022, the Resolution Professional Mr. Dushyant Dave (IBBI Regn. Number: IBBI/IPA-003/IP-N00061/2017-2018/ 10502) has approved Audited Financial Statements for the year ended March 31, 2022 without prejudice and without any guarantee on the accuracy, adequacy, correctness, completeness or reliability of the financial statements as the same pertains to period prior to the CIRP Commencement Date.

It is important to note that such approval by the Resolution Professional of these financial statements is to comply with the provisions of the Insolvency and Bankruptcy Code, 2016 and this is without prejudice to the rights and contentions of the Resolution Professional under applicable laws and the Resolution Professional reserves/retains his right to file avoidance transactions under Section 43, 45, 66, and 50 of the Code at a later date and that such approval of these financial statements shall not be in conflict with such proceedings that may be initiated before relevant court / tribunal.

As these financial results pertain to the period prior to CIRP Commencement Date, neither the Resolution Professional, nor his professional advisors, consultants, service providers, affiliates, directors, employees, agents, representatives shall be liable for any damages, whether direct or indirect, incidental, special or consequential including loss of revenue or profits that may arise from or in connection the said financial results.

The Thirty Sixth (36th) Annual Report on the business and operations of the company together with the Audited Financial Statements for the year ended March 31, 2022, is hereby submitted:

FINANCIAL RESULTS

( in Lakhs)

PARTICULARS Year ended 31.03.2022 Year ended 31.03.2021
Revenue from Operations 81,504 1,57,848
Earning Before Interest, Tax, Depreciation and Amortisation (EBITDA) 971 (644)
Finance Cost 16,523 19,758
Depreciation 4,802 4,870
Exceptional Item 4,044
Profit/(Loss) Before Tax (PBT) and after Exceptional item (24,397) (25,272)
Provision for :-
Income Tax/Adjusted for earlier years (Net)
Deferred Tax (Assets)/Liabilities (2,908) (2,532)
Profit / (Loss) After Tax (PAT) (21,489) (22,740)
Networth (1,47,192.00) (1,25,558.20)

FINANCIAL PERFORMANCE OF THE COMPANY

During the year under review, the revenue from operations is reduced to 81,504 Lakhs [Previous Year – 1,57,848 Lakhs] on account of utilizing the majority of its production capacity of the plant & machinery under job-work. The Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) is increased to 971 Lakhs [Previous year - (644) Lakhs] on account of reduction in provision for doubtful debt/ advances during the year. The Loss Before Tax has been (24,397) Lakhs [Previous Year - (25,272) Lakhs] and Loss After tax is (21,489) Lakhs [Previous Year - (22,740) Lakhs].

EXCEPTIONAL ITEM - WRITTEN OFF TARGET PLUS INCENTIVE

An incentive scrip amounting to 4,043.75 lakhs under Target Plus scheme on exports had been availed by the Company for waiver of import duty on subsequent imports. The same was accounted for as gain and was shown as other current assets in the Financial Statements. The incentive scrip was valid till March 1, 2022. However, due to other operational difficulties the Company could not availed the benefit, the same has been provided for in the Statement of Profit & Loss as an exceptional item.

OPERATIONAL PERFORMANCE OF THE COMPANY

During the year under review, the Company through its plant facilities, has utilized 84% (approx) of its production capacity through its Cold Rolling Mill, Galvanized Plant and Color Coating Line.

The details of the product wise performance of the Company have been covered under the Management Discussion and Analysis section of the Annual Report.

RE-CLASSIFICATION OF PROMOTERS

On the basis of approval granted by the shareholders in Thirty Fifth (35th) Annual General Meeting for reclassification of Promoters shareholding from ‘Promoter & Promoter Group? Category to ‘Public? Category, an application for the same was duly filed by the Company on October 6, 2021 before National Stock Exchange of India Limited and BSE Limited.

In view of initiation of Corporate Insolvency Resolution Process vide Hon?ble NCLT Order dated April 11, 2022, the Company has sought additional time for addressing the queries of Stock Exchanges to proceed further.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, forming part of this report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {hereinafter referred as SEBI (LODR) Regulations, 2015}, is presented in a separate section forming part of this Annual Report.

TRANSFER TO RESERVE, IF ANY

In absence of the profits, the Company does not propose to transfer any amount to Reserves.

DIVIDEND

In absence of divisible profits, the Board/Resolution Professional has not recommended any dividend during the year under review.

SHARE CAPITAL

During the year under review, there was no change in the issued and paid-up share capital of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, members of the Company at Thirty Fifth Annual General Meeting (35th AGM) have approved the appointment of Mr. Sumit Mittal as an Independent Director of the Company w.e.f February 12, 2021.

Mr. Manoj Khetan, Whole Time Director & CFO (KMP) tendered his resignation from the office of Director of the Company on February 10, 2022, while continuing his role as a Chief Financial Officer. However, the resignation was accepted and taken on record w.e.f. March 9, 2022.

Further, Mr. Manoj Khetan tendered resignation from the position of Chief Financial Officer on July 7, 2022, which was accepted by Mr. Dushyant C Dave, the Resolution Professional on July 8, 2022. Mr. Manoj Khetan is presently serving his notice period in his current role of Chief Financial Officer (KMP) until he is relieved.

By virtue of powers delegated to Mr. Dushyant C Dave, the Resolution Professional at the meeting of Committee of Creditors, Mr. Nirmal Kumar Jain, has been appointed as an Additional Whole Time Director for one (1) year w.e.f July 5, 2022 subject to the approval of Members. Pursuant to Section 161 of the Act he will hold office up to the date of ensuing Annual General Meeting. The proposal for his appointment is included in the notice of the Annual General Meeting for approval of the Members.

The Independent Directors have submitted the Declaration of Independence in accordance with Section 149(7) of the Companies Act, 2013 (‘the Act?) and Regulations 16(1)(b) and 25(8) of the SEBI (LODR) Regulations, 2015 that he/she meets the criteria of independence as laid out in the Act and SEBI (LODR) Regulations, 2015.

In the opinion of the Board/Resolution Professional, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board/ Resolution Professional is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Santosh Shahra, Whole-Time Director designated as Executive Chairman of the Company, retires by rotation and being eligible, offers himself for reappointment.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering the criteria such as Board Composition and structure, effectiveness of Board / Committee processes and information provided to the Board, etc.

The manner in which the evaluation has been carried out, explained in the Corporate Governance Report forming part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of below mentioned directors:

Name Category Designation
Mr. Rajesh Nema Independent Director Chairman
Mr. Ashutosh Upadhyay Independent Director Member
Mr. Santosh Shahra Executive Director Member

There are no recommendations of the audit committee which have not been accepted by the board during the year under review.

Details of terms of reference of Audit Committee and meetings of Audit Committee held during the year under review have been given in Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Director(s), Senior Management Personnel and their remuneration. The salient features of the Policy are:

It acts as a guideline for matters relating to appointment, remuneration, removal and evaluation of directors, Key Managerial Personnel and Senior Management Personnel.

It contains guidelines for determining qualifications, positive attributes of directors, and independence of a Director.

It lays down the criteria for Board Membership and the approach of the Company on board diversity. It lays down the criteria for determining independence of a director, in case of appointment of an Independent Director.

It lays down the parameters based on which payment of remuneration (including sitting fees and remuneration) should be made to Independent Directors (IDs) and Non-Executive Directors (NEDs).

It lays down the parameters based on which remuneration (including fixed salary, benefits and perquisites, bonus / performance linked incentive, commission, retirement benefits) should be given to whole-time directors, KMPs and Senior Management.

During the year under review there were no changes in the Policy and the same is available on the website of the Company at at https://www.nsail.com/nomination-and-remuneration-policy.php. The composition of the Nomination & Remuneration Committee has complied with the requirements of the provisions of Section 178 of the Companies Act, 2013 and of Regulation 19 of the SEBI (LODR) Regulations, 2015.

Details of terms of reference of Nomination & Remuneration Committee and meetings of Nomination & Remuneration Committee held during the year under review have been given in Corporate Governance Report.

BOARD MEETINGS

During the year under review 9 (nine) Board Meetings were held on June 11, 2021, June 24, 2021, June 30, 2021, July 14, 2021, August 14, 2021, November 12, 2021, January 20, 2022, March 8, 2022 and March 24, 2022. The details of the Board Meetings are given in the Corporate Governance Report.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

RESOLUTION PROFESSIONAL / DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors/Resolution Professional hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2022, the applicable, Accounting Standards had been followed along with proper explanation relating to material departures, if any;

b) the Accounting Policies had been selected and applied 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 financial year ended March 31, 2022 and of the loss of the Company for that period;

c) proper and sufficient care had 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) the Annual Accounts had been prepared on a going concern basis;

e) Internal Financial Controls were laid down to be followed and that these controls were adequate and operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All the transactions entered into with the related parties during the year under review were on arm?s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions were placed before the Audit Committee for approval. The transactions entered into pursuant to the approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a quarterly basis. The details of transactions with related parties are provided in Note No. 55 to the financial statements in accordance with the Indian Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Since all the related party transactions entered into by the Company, were in ordinary course of business and were on Arm?s length basis, disclosure in Form AOC- 2 as required under Section 134(3)(h) of the Act is not applicable.

The policy on materiality of related party transactions and on dealing with related party transactions is available at Company?s website at www.nsail.com

RISK MANAGEMENT

The Board has constituted a Risk Management Committee to assess risks in the operations of business of the Company, to mitigate and minimise risks assessed, periodic monitoring of risks and other matters to be delegated to the Committee by the Board from time to time.

Following are the members of the Committee:

Name Category Designation
Mr. Santosh Shahra Executive Director Chairman
Mr. Rajesh Nema Independent Director Member
Mr. Ashutosh Upadhyay Independent Director Member

CORPORATE SOCIAL RESPONSIBILITY

During the period under review, the Company is not required to spend towards Corporate Social Responsibility (CSR).

The annual report on Corporate Social Responsibility (‘CSR?) containing, details of CSR Policy, composition of CSR Committee, CSR projects undertaken and web-link thereto on the website of the Company, as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure –"A" forming part of this Report.

AUDITORS

(a) Statutory Auditors :

The Equity Shareholders of the Company in their Thirty Third Annual General Meeting held on August 6, 2019 had accorded their approval pursuant to the provisions of Sections 139 and other applicable provisions of Companies Act, 2013 and Rules made there under to appoint M/s. Fadnis & Gupte LLP, Chartered Accountants (FRN No. 006600C), as the Statutory Auditor of the Company for the period of five years commencing from the conclusion of Thirty Third Annual General Meeting until the conclusion of Thirty Eighth Annual General Meeting.

The Auditors in their report to the Members have given qualifications for the reasons set out in the para titled Basis of Qualified Opinion. The relevant facts and explanation by the Board have been provided in the Statement on impact of Audit Qualifications annexed with Standalone Financial Statement and are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

Further, no fraud has been reported by the Auditors under section 143(12) of the Companies Act, 2013 requiring disclosure in the Board?s Report.

(b) Cost Auditors :

Pursuant to Section 148(1) of the Companies Act, 2013 your Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained.

Pursuant to the provisions of Section 148(2) read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is also required to get its cost accounting records audited by a Cost Auditor. Accordingly, the Board of your Company had appointed M/s. M. Goyal & Co., Cost Accountants (FRN No. 000051) as the Cost Auditor of the Company for the financial year 2021-22. The Cost Audit Report with Annexure shall be submitted along with full information and explanation on every reservation or qualification contained therein, if any, to the Central Government within stipulated time period.

The Cost Audit Report for the financial year ended 31st March, 2021 was filed with the Central Government (Ministry of Corporate Affairs) vide SRN T53779294 dated October 11, 2021.

(c) Secretarial Auditor :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Ashish Garg, Company Secretary in Practice (FCS 5181/CP 4423) to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as Annexure – "B". There is no qualification, reservation or adverse remark made by the Secretarial Auditor in the Secretarial Audit Report for the financial year ended March 31, 2022.

The observations and comments given by the Secretarial Auditor in their Report are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required to be disclosed in terms of Section 134(3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure – "C" forming part of this Report.

ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company?s website at https://nsail.com/annual_return.php

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has complied with provisions of Section 186 of the Act, to the extent applicable with respect to Loans, Guarantees or Investments during the year.

Pursuant to Section 186 of the Act, details of the Investments made by the Company are provided in the Note No. 3 to financial statement.

PARTICULARS OF JOINT VENTURE, SUBSIDIARY & ASSOCIATE COMPANY

The Company does not have any joint venture, subsidiary or associate company during the year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company?s Policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of financial disclosures.

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditor. Significant audit observations and corrective action are reported to the Audit Committee.

The concerned executives monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formulated a mechanism called "Vigil Mechanism/ Whistle Blower Policy" for directors and employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company?s Code of Conduct and provided a framework to protect employees wishing to raise a concern about serious irregularities within the Company.

The policy permits all the directors and employees to report their concerns to the Competent Authority of the Company and if the Whistle Blower believes that there is a conflict of interest between the Competent Authority and the Whistle Blower, he/she may send his/her protected disclosure directly to the Chairman of the Audit Committee.

The policy with the name and address of the Competent Authority, Executive Chairman/Executive Director of the Company and Chairman of the Audit Committee has been communicated to the employees by uploading the same on the website of the Company.

DEPOSITS

Your Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

INSURANCE

Your Company?s Fixed Assets have been adequately insured.

CORPORATE GOVERNANCE

Your Company has been particular in implementing and complying with the norms of Corporate Governance and complying all the mandatory requirements as specified in Regulations 17 to 27, clause (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and paragraph C, D and E of Schedule V of the SEBI (LODR) Regulations, 2015.

A detailed report on Corporate Governance along with Certificate from Practicing Company Secretary confirming the compliance of the conditions of Corporate Governance is attached separately to this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in Annexure – "D" forming part of this report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and to this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the Constitution of Internal Compliant Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there was no complaint filed/pending pursuant to the provisions of "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".

MATERIAL CHANGES AND COMMITMENTS

There is no material change and commitment has occurred, affecting the financial position of the Company, between the end of the financial year of the Company i.e. March 31, 2022 and the date of this report except that a Company Petition No. 2067 of 2019 filed by Bank of India and subsequently replaced by JM Financial Asset Reconstruction Company Limited (Financial Creditors) under Section 7 of Insolvency and Bankruptcy Code, 2016 has been admitted by Hon?ble National Company Law Tribunal, Mumbai Bench vide its Order dated April 11, 2022 and Corporate Insolvency Resolution Process ("CIRP") has been initiated against the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED

Following is the significant and material order passed during the year under review:

In the alleged matter of unauthorized use of electricity, the apex court vide its Order dated December 12, 2020 directed Madhya Pradesh Paschim Kshetra Vidyut Vitaran Company Limited (‘MPPKVVCL?) to consider the representations of the Company. MPPKVVCL, on the basis of representations received and after giving an opportunity of hearing to Company, raised a Demand of 103.61 Crores. The said demand was challenged by filing a Writ Petition (7851/2021) before the High Court of Madhya Pradesh. Pending hearing, MPPKVVCL disconnected the power supply and initiated the recovery proceedings, through Tahsiladaar (Revenue Officer) and attached the Company?s Bank Accounts/factory premises under the provisions of Madhya Pradesh Land Revenue Code, 1959.

Pending settlement, and on account of upfront payment of 8 Crore to MPPKVVCL and on other terms and conditions including payment in installments, the Bank Accounts were unfrozen following with the restoration of power supply at the factory premise.

The Hon?ble Court vide its Order dated September 8, 2021 recorded the fact of ongoing settlement between the parties and granted liberties to the parties to approach the Court based on the subsequent cause of action, if arises. Further, subsequent to the initiation of Corporate Insolvency Resolution Process and declaration of moratorium in terms of Regulation 14 of Insolvency and Bankruptcy Code, 2016, the Company is only making payment of its regular Electricity Dues.

WILFUL DEFAULTERS

a. Union Bank of India (erstwhile Andhra Bank) has declared the Company, its Promoter Director and erstwhile Executive Director as Wilful Defaulters without following the due procedure as prescribed under the RBI guidelines. The Company has represented to the lenders to remove its name from Wilful Defaulter list.

b. Punjab National Bank has declared the Company and its Promoter Director as Wilful Defaulter. The Company has made representation before the Review Committee of lender to remove its names from Wilful Defaulter list.

ASSIGNMENT OF DEBT OF THE COMPANY

The lender banks of the Company through a Joint Assignment Agreement has assigned the entire debt extended to the Company to JM Financial Asset Reconstruction Company Limited as per following :

S. No. Name of the Bank Date of Assignment
1. IDBI Bank Limited 31.03.2021
2. State Bank of India 31.03.2021
3. Union Bank of India (earlier Andhra Bank) 31.03.2021
4. Central Bank of India 31.03.2021
5. Bank of Maharashtra 31.03.2021
6. Bank of India 29.09.2021
7. Punjab National Bank 31.12.2021

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR 2021-22

The details of applications/petitions filed under the Insolvency and Bankruptcy Code, 2016 (IBC) by/ against the Company are as under:

A. Insolvency Proceedings to which Company is/was Respondent:

S. No. Particulars Type of Creditor Case No. and Forum before which the matter is/was pending. Amount involved (in ) Status as at the end of the Financial Year
1. Korea Trade Insurance Corporation Operational Creditor National Company Law Tribunal, Mumbai Bench. [C.P. (IB)- 4169(MB)/ 2019] USD 3,500,960 equivalent to 24,58,37,439/- Pending before the Board.
2. Ripley & Co. Stevedoring & Handling Private Limited Operational Creditor National Company Law Tribunal, Mumbai Bench. [C.P. (IB)- 1869(MB)/ 2019] 77,85,271/- Pending before the Board.
3. Smart Timing Steel Limited Operational Creditor Supreme Court of India. (Civil Appeal No. 9435 of 2019) USD 2,76,000 and HKD 5,16,600 equivalent to 2,59,23,341/- Pending before Supreme Court
4. Bank of India replaced by JM Financial Asset Reconstruction Company Limited by an Interlocutary Application dated December 6, 20 21 Financial Creditor National Company Law Tribunal, Mumbai Bench. [C.P. (IB)- 2067(MB)/ 2019] 1,27,80,95,977/- Pending before the Board as on March 31, 2022. The Hon?ble NCLT, Mumbai Bench, vide its order dated April 11,2022 has admitted the application for initation of Corporate Insolvency Resolution ("CIRP") in respect of the Company under Section 7 of Insolvency and Bakruptcy Code, 2016.

B. Insolvency Proceedings to which Company is/was Plaintiff:

S. No. Particulars Type of Debtor Case No. and Forum before which the matter is/was pending. Amount involved (in ) Status as at the end of the Financial Year
1. Rite Bite Trading Private Limited Operational Debtor National Company Law Tribunal, Mumbai Bench. [C.P. (IB)-1459 (MB)/ 2020] 78,61,05,760/- Pending before the Board as on March 31, 2022. However, application was admitted vide Hon?ble NCLT Order dated June 2, 2022.
2. Mitesh Trading Private Limited Operational Debtor National Company Law Tribunal, Mumbai Bench. [C.P. (IB)- 3231(MB)/ 2019] 40,39,41,054/- Initiation of Corporate Insolvency Resolution Process vide Hon?ble NCLT Order dated January 19, 2022.
3. Shimita Trading Private Limited Operational Debtor National Company Law Tribunal, Mumbai Bench. [C.P. (IB)- 2510(MB)/ 2019] 13,14,80,928/- Initiation of Corporate Insolvency Resolution Process vide Hon?ble NCLT Order dated December 10, 2021.
4. Satguru Iron & Steel Company Private Limited Operational Debtor National Company Law Tribunal, Mumbai Bench. 8,67,26,106/- Pending for listing.
5. Parametric Trading Private Limited Operational Debtor National Company Law Tribunal, Mumbai Bench. 1,52,39,092/- Pending for listing.
6. Toptrade Mercantiles Private Limited Operational Debtor National Company Law Tribunal, Mumbai Bench. [C.P. (IB)- 502(M)/2022] 13,72,34,447/- Pending for listing as on March 31, 2022. Further matter was listed on April 22, 2022.

*Subsequent to initiation of Corporate Insolvency Resolution Process against the Company w.e.f April 11, 2022, the provisions of Section 14 regarding Moratorium are applicable on the Company during CIRP.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company proposed One time Settlement (OTS) to its Lender Banks which was approved by 70% (approx) of its lenders. However, in the absence of arrangement of requisite funds, the proposal was withdrawn. Further, during the year under review, the lenders have assigned their debt extended to the Company to JM Financials Asset Reconstruction Company Limited. Accordingly, the clause is not applicable to the Company during the year under review.

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

ACKNOWLEDGEMENT

The Board of Directors/Resolution Professional take this opportunity to express its sincere appreciation and gratitude to the Central Government, State Government, Local Authorities, Lenders, Customers, Dealers, Vendors and all the stakeholders for their continued cooperation and support to your Company. We also appreciate the contribution made by the employees at all levels for their hard work, dedication, co-operation, commitment and support for the growth of the Company.

The Board of Directors/Resolution Professional would also like to thank all stakeholders for the continued confidence and trust placed by them with the Company.

For National Steel and Agro Industries Limited
Place : Indore Santosh Shahra Dushyant C Dave
Date : August 10, 2022 Executive Chairman Resolution Professional
DIN : 00305846 IP Registration No. IBBI/IPA-003/
(member of the suspended Board) IP-N00061/2017-18/10502)