Dear Members,
Your Directors feel pleasure in presenting their 37th Annual Report together
with the Audited Statements of accounts for the Financial Year ended on 31st
March, 2022.
FINANCIAL RESULTS
The performance of the Company for the financial year ended on 31st March,
2022 is summarized below:
| Particulars |
Year ended 31.03.2022 (in lakhs) |
Year ended 31.03.2021 (in lakhs) |
| Total Revenue |
533.42 |
405.01 |
| Total Expenses |
432.63 |
359.44 |
| Profit/ Loss before Taxation |
100.79 |
45.57 |
| Provision for Income Tax |
25.51 |
13.78 |
| Income tax for previous year |
0.24 |
0.0342 |
| Provision for Deferred Tax |
(0.23) |
(2.93) |
| Profit/(Loss) After Tax |
75.27 |
34.68 |
| Prior period adjustments |
- |
- |
| Profit/(Loss) for the year after tax and prior period adjustments |
75.27 |
34.68 |
DIVIDEND
Your Directors intend to plough back available resources for financial requirements and
express their inability to recommend any dividend for the financial year.
RESERVES
The Company has transferred Rs. 15,00,000/- from the statement of profit and loss to
general reserve during the year under review.
BUSINESS OPERATIONS
The fiscal year 2021-22 was a period of relative stability. During the year under
review, our Company achieved a profit of Rs. 1,00,78,742/-before tax as against Profit Rs.
45,56,512/- in the preceding financial year. Your company hopes to increase its presence
in the business in the Coming years, which may increase the top line and also its
stability.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board consist of Four (4) Directors and One (1) CFO.
Mr. Chaitanya Chaudhry (Executive Director cum CEO), Ms. Vaishali Chaudhry
(Non-Executive Director), Mr. Anil Kumar Sharma (Non Executive and Independent Director)
and Mr. Rajeev Kumar Singhal (Non- Executive Director and Independent Director) and Mr.
Niraj Chaudhry (CFO) as on end of the Financial Year.
Mr. Chaitanya Chaudhry (DIN 06813394) who retires by rotation at this meeting, and
being eligible, offers himself for re-appointment, be and is hereby appointed as a
director of the Company liable to retires by rotation.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
No significant and material orders were passed by any Regulator(s) or Court(s) or
Tribunal(s) which would impact the going concern status of the company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitment affecting the financial position of the company have
occurred between the end of the financial year to which this financial statements relate
and the date of this report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
The Management Discussion and Analysis Report forms part of this Annual Report in
compliances with Regulation 34 of SEBI (LODR) Regulations, 2015 and is annexed marked as AnnexureB.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY
During the year under review, the Company has no Subsidiary/Joint Venture/ Associate
Company.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT
The Company has no subsidiaries, associates and joint venture companies so this point
is not applicable on the Company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
Auditors have not reported any frauds during the year under review.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposit under Section 73
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the
Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure D to this
Report.
CORPORATE GOVERNACE
As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Compliance with the Corporate Governance Provisions shall not apply
in respect of the listed entity having paid up Equity Share Capital not exceeding Rupees
Ten Crores and Net worth not exceeding Rupees Twenty Five Crores as on the last day of the
previous financial year. However, as a good governance practice, the Directors Report on
Corporate Governance is annexed and form part of this report as Annexure E.
CORPORATE SOCIAL RESPONSIBILITY
Even though the provisions of Companies Act, 2013 regarding Corporate Social
Responsibility are not attracted to the Company yet the Company has been, over the years,
pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which
goes much beyond mere philanthropic gestures and integrates interest, welfare and
aspirations of the community with those of the Company itself in an environment of
partnership for inclusive development.
BOARDS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
While selecting Directors, the Company looks for an appropriate balance of skills,
experience, independence and knowledge to enable them discharge their respective duties
and responsibilities effectively. The Company has laid down a clear Policy on remuneration
of Directors, Key Managerial Personnel and other employees.
DECLARATION BY AN INDEPENDENT DIRECTORfS)
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of Independence as prescribed under sub-section (6)
of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015.
APPOINTMENT OF COMPANY SECRETARY
The Company has already appointed Mr. Sunil Kumar, an Associate Member of the Institute
of Company Secretaries of India, as Company Secretary of the Company to hold the office
w.e.f. 09th March, 2022.
BOARD MEETINGS OF THE COMPANY
The Board met 06 times during the financial year. During the 12 months period ended 31st
March, 2022. Board Meetings were held on 29.06.2021, 12.08.2021, 02.09.2021, 12.11.2021,
12.02.2022, 09.03.2022 .
COMMITTEES OF THE BOARD
Following are the three committees constituted by the Board:
1. Audit Committee.
2. Shareholders and Investor Grievance Committee and.
3. Nomination & Remuneration Committee.
The Composition of Board Committees was as under -
1. Audit Committee
The Audit Committee of Company comprising of Mr. Anil Kumar Sharma (Non-Executive &
Independent Director), Mr. Rajeev Kumar Singhal (Non-Executive & Independent Director)
and Ms. Vaishali Chaudhry (Non-Executive Director). The constituted Audit Committee also
meets the requirements under Section 177 of the Companies Act, 2013.
The Chairman of the Committee is Mr. Anil Kumar Sharma, a Non-Executive &
Independent Director nominated by the Board.
The terms of reference of the Audit Committee, interalia, include overseeing financial
reporting process, reviewing the financial statements and recommending appointment of
Auditors.
2. Nomination and Remuneration Committee
The Nomination and Remuneration of Company comprising of Mr. Anil Kumar Sharma
(NonExecutive & Independent Director), Mr. Rajeev Kumar Singhal (Non-Executive &
Independent Director) and Ms. Vaishali Chaudhry (Non-Executive Director).
The Chairman of the Committee is Mr. Anil Kumar Sharma, a Non-Executive &
Independent Director nominated by the Board.
The Committees scope of work includes identifying the persons who are qualified to
become directors and who may be appointed in senior management and recommend to the Board
their appointment and removal and carry out evaluation of every directors performance,
deciding on remuneration and policy matters related to remunerations of Directors and
laying guidelines for remuneration package or compensation.
The Committee has formulated a Nomination and Remuneration Policy relating to the
appointment and remuneration for the directors, key managerial personnel and other
employees. The nomination and remuneration policy is annexed marked Annexure F.
3. Stakeholders Relationship Committee(SRC):
The Stakeholders Relationship Committee of Company comprising of Mr. Anil Kumar Sharma
(NonExecutive & Independent Director), Mr. Rajeev Kumar Singhal (Non-Executive &
Independent Director) and Ms. Vaishali Chaudhry (Non-Executive Director).
The Chairman of the Committee is Mr. Anil Kumar Sharma, a Non-Executive &
Independent Director nominated by the Board.
The Committee inter alia approves issue of duplicate share certificates and oversees
and reviews all matters connected with the securities transfer. The Committee also looks
into redressal of shareholders complaints like transfer/transmission of shares, non-
receipt of Annual Report, non receipt of declared dividends, etc. During the year, nil
complaints were received from investors in respect of share transfers.
OVERALL REMUNERATION
Details of all elements of remuneration paid to all the Directors are given in the
Corporate Governance Report. Details of remuneration as required under Section 197(12) of
Companies Act 2013 read with Rule V of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in this report.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND
EMPLOYEES
In order to ensure that the activities of the Company and its employees are conducted
in a fair and transparent manner by adoption of highest standards of professionalism,
honesty, integrity and ethical behavior, the Company has adopted a vigil mechanism policy.
This policy is has been uploaded on the website of the Company- www.nirajispat.in.
PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and
has complied with the provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. No case was reported during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3(c) of the Companies Act, 2013, with respect to Directors
Responsibility statement, it is hereby confirmed that:-
(i) In the preparation of the Annual accounts, the applicable accounting standards have
been followed along withproperexplanationrelatingtomaterialdepartures,ifany.
(ii) 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 or loss of the Company forthatperiod.
(iii) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company
andforpreventinganddetectingfraudandotherirregularities.
(iv) The Directors have prepared the annual accounts for the financial year ended 31st
March 2022 on a goingconcernbasis.
(v) The Director had laid down internal financial controls to be followed by company
and that internal financial controls are adequate and operating effectively.
(vi) The Director had devised proper system to ensure compliance with provision of all
applicable laws and such is adequate and operating effectively.
AUDITORS
i. Statutory Auditors
M/s. Vipin Kumar & Company , Chartered Accountants, the Statutory Auditors of the
Company hold the office from 32nd Annual General Meeting until the conclusion
of the 37th Annual General Meeting and on such remuneration as may be decided by the Board
of Directors with mutual consent of the appointee Auditors.
The Company has received letter from them to the effect that their appointment, if
made, would be within the prescribed limits under Section 139(2) of the Companies Act,
2013 and that they are not disqualified for such appointment within the meaning of Section
139 (1) of the said Act.
ii. Secretarial Auditor
The secretarial audit of the Company has been conducted by M/s. V Kumar and Associates,
Company Secretaries (COP No.:10438, FCS: 8976) and their report on the secretarial audit
for the year under review is annexed hereto is attached as ANNEXURE G.
AUDITORS REPORT
All Observations made in the Independent Auditors Report and Notes forming part of the
Financial Statements are self explanatory and no qualifications, reservations or adverse
remarks have been made by the Statutory Auditors in the said Report.
SHIFTING OF REGISTERED OFFICE
During the year under review, the Company has not shifted its registered office.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report does not contain any reservation, qualification or adverse
remark .
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and as per SEBI (LODR)
Regulations 2015, a separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board who were evaluated on parameters
such as level of engagement and contribution and independence of judgment thereby
safeguarding the interest of the Company. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman
and the Non Independent Directors was carried out by the Independent Directors. The Board
also carried out annual performance evaluation of the working of its Audit, Nomination and
Remuneration as well as Stakeholders Relationship Committee. The Directors expressed their
satisfaction with the evaluation process.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENT MADE UNDER 186 OF THE COMPANIES ACT.2013
The Company has given Loan or Guarantee or made Investment under Section 186 as per the
limits specified under Sec 186(2) of the Companies Act 2013.
RELATED PARTY TRNSACTIONS
All the related party transactions that were entered into during the financial year
were in the ordinary course of Companys business and on arms length basis. There are no
materially significant related party transactions made by the Company with the Promoters,
Key Management Personnel or other designated persons which may have potential conflict
with the interest of the Company at large. However the related party transactions are
given in Annexure-A.
SHARE CAPITAL
A. Increase in Authorised Share Capital and Preferential Allotment of Shares
During the year under review, there is no change in Authorised Capital of the Company.
B. Issue of equity shares with differential rights
Company has not issued any equity shares with differential rights so no disclosure is
required as per rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014
C. Issue of sweat equity shares
Company has not issued sweat equity shares, so no disclosure is required as per rule
8(13) of the Companies (Share Capital and Debentures) Rules 2014.
D. Issue of employee stock options
Company has not issued employee stock options, so no disclosure is required as per rule
12(9) of the Companies (Share Capital and Debentures) Rules 2014.
E. Provision of money by Company for purchase of its own share by employees or by
trustee for the benefit of employees
The Company has not made any provision for purchase of its own share by employees or by
trustee for the benefit of employees so no disclosure is required as per rule 16(4) of the
Companies (Share Capital and Debentures) Rules 2014.
DETAILS IN RESPECT OF ADEQUACY OF INTERIAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENT
The Company has adequate internal financial control system commensurate with the size
of the Company and the nature of its business with regards to purchase of Fixed Assets.
The activities of the Company do not involve purchase of inventories and sale of goods and
services.
For the purposes of effective internal financial control, the Company has adopted
various procedures 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,theaccuracy andcompleteness oftheaccountingrecords, and
the timely preparation of reliable financial information.
To ensure adequacy of internal financial controls, the procedures adopted by the
Company are based on the following parameters:
(a) Familiarity with Policies and Procedures - the related policies and procedures and
the changes thereto,ifany,arecommunicatedtothe employeesatthe
timeofjoininganditisensuredthat suchperson understands the policies or
procedurescorrectly.
(b) Accountability of Transactions - There is a proper delegation of authorities and
responsibilities so as to ensure accountability of anytransaction.
(c) Accuracy & Completeness of Financial Statements/ Reports - For accuracy and
completeness of information, reconciliation procedure and multiple checking at different
level have been adopted. To avoid human error, computer software is extensivelyused.
(d) Retention and Filing of Base Documents - All the source documents are properly
filed and stored in a safe
manner.Further,importantdocuments,dependingupontheirsignificancearealsodigitized.
(e) Segregation of Duties - It is ensured that no person handles all the aspects of a
transaction. To avoid any
conflictofinterestandtoensurepropriety,thedutieshavebeendistributedatdifferentlevels.
(f) Timeliness - It is also ensured that all the transactions are recorded and reported
in atimelymanner.
The procedures are also reviewed by the Statutory Auditors and the Directors of the
Company from time to time. There has also been proper reporting mechanism implemented in
the organization for reporting any deviation from the procedures.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed dividend declared and paid in past years, the
provisions of Section 125 of the Companies Act, 2013, do not apply.
ANNUAL RETURN
The extract of the Annual Return in Form No. MGT-9 as per Section 92 of the Companies
Act 2013 is annexed as Annexure C
SEGMENT
The Company is engaged in the business of manufacturing of Polyester Buttons which are
governed by the same set of risks and returns and as such are in the same segment.
RISK MANAGEMENT POLICY
Company has implemented proper risk management policy including identification therein
of element of risk.
ACKNOWLEDGEMENT
Your Directors wish to place on record and acknowledge their appreciation for the
continued support and co- operation received from Government agencies and the
shareholders. Your Directors also record their appreciation for the total dedication of
employees at all levels.
|
|
For and on behalf of the Board of Directors For Niraj Ispat Industries Limited |
| Place: New Delhi |
|
|
| Date: 10.08.2022 |
Sd/- |
Sd/- |
|
Vaishali Chaudhry |
Chaitanya Chaudhary |
|
Director |
Director |
|
DIN:01719640 |
DIN:06813394 |
|
Address: KD-46, Kavi Nagar |
Address: KD-46, Kavi Nagar |
|
Ghaziabad-201002, Uttar Pradesh |
Ghaziabad-201002, Uttar Pradesh |
+91-9892691696
