To Members,
Nova Iron and Steel Limited
Registered of ce: Village-Dagori,
Tehsil-Belha, Distt.-Bilaspur
Chhattisgarh
Your Directors have pleasure in presenting the 31st Annual Report together with
Standalone Audited Accounts for the year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
| Particulars |
2022-23 |
2021-22 |
|
(12 Months) |
(12 Months) |
| Gross Revenue |
70308.87 |
61382.67 |
Profit/Loss before Interest, Depreciation and Tax |
3057.53 |
2405.75 |
| Interest & Financial Cost |
1725.80 |
2486.66 |
| Depreciation & Amortization |
991.15 |
993.01 |
| Profit/(Loss) before Exceptional item & tax |
340.58 |
(1073.95) |
| Exceptional item |
- |
- |
Profit/(Loss) after Exceptional item & before Tax |
340.58 |
(1073.95) |
| Tax Expenses: |
|
|
| Current Tax |
- |
- |
| Deferred Tax |
519.92 |
404.26 |
| Net Profit/(Loss) after tax |
(179.34) |
(1478.21) |
PERFORMANCE
During the year under review, the Company achieved highest Gross Sales of Rs.703.09
crores as against Rs.613.83 crores in the previous year reflecting growth of 14.54% over
the previous year. The EBITDA for the year was Rs.30.57 crores as against Rs.24.06 crores
in the previous year, up by 27.09% over the previous year. However, after providing for
interest, depreciation and tax, Company has minimized the losses to Rs. 1.79 crore as
compare to previous year Rs. 14.78 crore. The performance of the Company was satisfactory
during the year despite the economy having been impacted by the COVID pandemic. Although
the year was marked by high volatility in the raw material prices, the Company was able to
insulate itself to a significant extent. Overall business performance of the Company
during the year has been good.
FUTURE OUTLOOK
Company is in the process of increasing the production capacity of Billet from the
existing capacity of 250000 to 360000 Ton / Annum(Approx) and is under process. We have
started project for 1.0 MTPA Coal Washery with Coal Handling System towards
self-dependence to meet our requirement. Company is also in process to start soon for 2
Kilns of 100 TPD each with WHRB based CPP in the year 2023-24 only.
Company have a Private Railway siding served at Dagori Railway Station (3.5 kms approx
from plant) and is in operation since 2006. We are in the process of bringing the Railway
siding inside the plant premises from Railway Station, Dagori (3.5kms apprx form plant),
the process for land acquisition / necessary approvals is going on.
Presently Company have 33 KV connectivity from Chhattisgarh State Power Distribution
Company Ltd. (CSPDCL). For stabilization of plant and further expansion, we are in the
process of taking 220 KV connectivity from Chhattisgarh State Power Transmission Company
Ltd. (CSPTCL) to our plant and is under progress.
Fiscal-2023 marked the first full year after the end of Covid pandemic. Business
activities remained smooth throughout the year, even though some trading sectors&
manufacturing units showed suppressed demand as well as poor capacity utilization. Over
previous year the Company has entered operation and Management Agreement with M/s R.K.
Sponge Iron Pvt. Ltd. The performance of said Agreement was satisfactory. The tenure of
said operation and management agreement ended on 30/06/2023 and now company is controlling
the operation and management. The Company is taking all necessary measures in terms of
mitigating the impact of the challenges being faced in the business. It is focused on
controlling the xed costs, maintaining liquidity and closely monitoring the supply chain
to ensure that the manufacturing facilities operate smoothly. In addition, efforts would
continue for cost control, and efficient utilization of all our resources.
CAPITAL & RESERVES
During the year there is no change in the capital of the Company. Company has not
transferred any amount to the General Reserve. Balance of profit has been transferred to
Reserve and Surplus.
DIVIDEND
In view of Loss during the year, Board of Directors has not recommended Dividend for
distribution.
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business of the Company during the financial year.
BOARD MEETINGS
During the financial year Eight meetings of Board of Directors of the Company held
including one Meeting of the Independent Directors.
AUDIT COMMITTEE
Composition of Audit Committee comprises, 3(three) members, Mrs. Sumiran Aggarwal,
Independent Director, Mr. Suraj Prakash Choudhary, Independent Director and Mr. Dinesh
Kumar Yadav, Director. Mr. Suraj Prakash Choudhary is Chairman of the Committee. Audit
Committee have powers and authority as provided under the provisions of Companies Act,
2013 and Regulation 18 of SEBI (LODR) Regulations 2015, in accordance with the terms of
reference specified by the Board of Directors from time to time. Board has accepted all
recommendations of the Committee made during the year. During the year 7 meeting of audit
committee held and committee has reviewed related party transactions periodically.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 under Companies Act, 2013
("Act") and rules made thereunder is at Annexure -1 attached to Board s Report.
AUDITORS AND AUDITORS REPORTS
The Board of Directors have appointed M/s MNRS & Associates, Chartered Accountants,
New Delhi (FRN: 018340N) as Statutory Auditors of the Company in Annual General Meeting
held on 30/11/2022 for a term of ve consecutive years to hold the officefrom the
conclusion of 30th Annual General meeting until the conclusion of the 35th Annual General
Meeting..
The Auditors in their Report to the members, have given qualified opinions and the
explanations of Board with respect to it in pursuant to section 134(3)(f) of Companies
Act, 2013 are as follows:
Explanations to note on Basis for Qualified opinion of Independent Auditor s Report.
(a) Property, Plant and Equipment register has contained full particulars and updating
with particular as described under the Companies (Auditor s Report) Order, 2020. Further
management is implementing a systematic procedure for physical veri cation at regular
intervals.
(b) To identify supplier registered under Micro, Small and Medium Enterprises
Development Act, 2006, company is in process to make an operating procedure in due course.
(c) Company has sent confirmation letters to outstanding trade receivables, trade
payables, pending security deposits and advances to suppliers during previous year.
However, no response was received till date. Company shall obtain the confirmation during
the current year for the outstanding balances.
(d) Company will try to adhere with the opinion made by the auditor with respect to
recognise loss allowance for expected credit loss on financial assets based on Expected
Credit Loss (ECL) approach of lifetime expected credit losses or 12-months expected credit
losses depending on credit risk. Necessary steps shall be taken to comply with the same.
(e) The companys outstanding borrowings as at 31-March-2023 are under disputes.
(f) Shivalikview Steel Trading Pvt. Ltd. is one of group company. The amount remitted
is only to mitigate some expenses which is repayable on demand as mutually agreed.
(g) Due to some unavoidable circumstances, there is some delay in payments, which shall
be cleared in due course.
(h) The Management is contesting the borrowings and also trade payable of Rs.68.22
crores from Bhushan Power and Steel Limited and disputing that such demand is not due and
payable, copy of the all correspondence has been provided to the auditors.
(i) Company will try to adhere with the opinion made by the auditor with respect to the
impairment of non- financial assets and impairment testing and will provide the same in
the near future.
(j) Company has not entered in to any transaction with the companies which have been
strike o under CA, 2013. Company is implementing the procedure to identify details of
struck o companies with Ministry of Corporate A airs portal and sending letters of
confirmation.
(k) Company has already appointed Mr. Birender Kumar Bhardwaj, as Chief Financial
Officer of the Company w.e.f. 30/06/2023 in compliance with Section 203 of CA, 2013.
(l) Company will try to adhere with the opinion made by the auditor with respect to
measuring the amortised cost of security deposits, the information related to this has
already provided and any other information will provide the same in the near future.
(m) Company is taking necessary steps to measure the contingent liabilities and pending
litigations and accordingly company will make provision or necessary arrangements against
said contingent liabilities.
Explanations to note on Basis for Emphasis of Matter of Independent Auditors Report.:
(a) The Company has designated its investments in equity shares at fair value through
other comprehensive income in terms of Ind AS 109. Both the investee companies had
conducted valuation of their equity shares dated 29-Mar-2023 under the provisions of Rule
11UA of the Income Tax Rules, 1962. The Company has used such valuation reports to arrive
at the fair value as at 31-March-2023. The management believes that valuation techniques
under such statute are appropriate in the circumstances.
(b) Company will try to adhere with the opinion made by the auditor with respect to one
of the bank accounts of the Co. is dormant, company is contacting with the bank and
provide confirmation in the near future.
(c) Company will try to adhere with the opinion made by the auditor with respect to
capitalization of certain items of stores and spares, company will provide the details of
such items in the near future.
SECRETARIAL AUDITOR
In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, M/s K.V. Bindra & Associates,
Practicing Company Secretary, Chandigarh as the Secretarial Auditor of the Company, has
conduct the Secretarial Audit for the financial year 31/03/2023 and submitted Secretarial
Audit Report in Form No. MR-3. A copy of the Secretarial Audit Report is at Annexure -2
attached to Board Report.
COST AUDIT
Pursuant to Section 148(1) of the Companies Act, 2013, Company is required to maintain
cost records as specified by the Central Government and accordingly such accounts and
records are made and maintained. Accordingly, the Board of Directors in its meeting held
on 20/09/2022 has appointed M/s. J.K. Kabra & Company, Cost Accountant, Delhi, on the
recommendation of the Audit Committee, for auditing the cost records of the Company for
the Financial Year 2022-23. Appropriate resolution seeking your rati cation of the
remuneration of Cost Auditors, is included in the Notice convening the 31st Annual General
Meeting of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Company s Board is duly constituted which is in compliance with the requirements of the
Companies Act, and SEBI (LODR) Regulation, 2015.
Since last Financial year, the following changes have taken place in the
Directorship/KMPs of the Company.
Sh. Dinesh Kumar Yadav, has been re-designated as Whole Time Director of the Company
w.e.f. 07/02/2023. Sh. Hardev Chand Verma, has resigned from the position of Whole Time
Director of the Company w.e.f. 19/01/2023 and he will continue as Non-Executive Director.
Mr. Birender Bhardwaj has been appointed as Chief Financial Officer of the Company w.e.f.
30/06/2023.
None of the Directors has incurred disquali cation under Section 164 of the Act or
liable to cease director under section 167 of the Act.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Act, with regard to Directors Responsibility
Statement, your Directors hereby con rm that:
(a) in the preparation of the annual accounts, for the year ended 31/03/2023 the
applicable accounting standards have been followed to the extent of its applicability
alongwith proper explanation relating to material departures and the annual accounts have
been prepared in compliance with the provisions of the Companies Act, 2013;
(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 a airs of the Company at the end of the financial year and of
the profit of the Company for the year;
(c) the Directors have taken proper and sufficient care of 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 internal financial controls to be followed by the company were laid down and
such internal financial controls were adequate and were operating effectively. (f) proper
systems to ensure compliance with the provisions of all applicable laws were devised.
DIRECTOR IDENTIFICATION NUMBER (DIN)
Present Directors have obtained Director Identi cation Number (DIN) under Director
Identi cation Rules, 2006 which is valid DIN under Companies (Appointment and
Qualification of Directors) Rules, 2014.
NOMINATION AND REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES
Board of Directors of the Company has approved a policy for nomination and remuneration
for directors , KMP and other employees containing interalia criteria for determining
quali cations, positive attributes, independence of a director, payment of Managerial
remuneration, and other related matters is at Annexure -3 attached to the Board s Report
which can be assessed at Company s weblink;
http://www.novaironsteel.com/pdfs/Remuneration%20Policy.pdf.
PARTICULARS RELATING TO TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY & FOREIGN
EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 134(3)(m) of the Act regarding conservation of Energy,
Technology Absorption, foreign exchange earnings and outgo is enclosed at Annexure 4
attached to Board s Report.
INTERNAL AUDITORS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Company has appointed M/s Ankit Singla & Co., Chartered Accountants as Internal
Auditor of the Company. Internal control framework of the Company is adequate and
commensurate with the nature of the business and size of the Company. The internal
auditors monitor and evaluate the e cacy and adequacy of Internal Financial Control system
in the company, its compliance with operating system, accounting procedures and policy.
Internal Auditors submit his report to Audit committee yearly.
PARTICULARS OF LOAN, GUARANTEE, INVESTMENT OR PROVIDING SECURITY
During the financial year, Company has neither given loan nor given guarantee nor
provided security or made investment u/s 186 of the Act. (Please refer notes attached to
financial statements of the Company in respect of investments of the Company).
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, there is no contract and arrangement entered into by the
Company with related parties referred to in sub section (1) of section 188 of the
Companies Act, 2013. Hence no disclosure in Form AOC-2 is required to be attached with
Board s Report.
EMPLOYEES STOCK OPTION
Company has not issued Sweat Equity Shares or ESOP (Employees Stock Option) to its
employees.
LISTING
The Equity shares of the company are listed at Bombay Stock Exchange. The Company has
paid listing fees to the Stock Exchange for the FY 2023-24. Further, during the year
trading of securities of the Company was suspended by Bombay Stock Exchange Limited due to
penal provision of non-compliance of SEBI (LODR) Regulations, 2015. However, company has
complied with said regulations and le an application for Revocation of Suspension of
Trading of Securities with Bombay Stock Exchange. In response to our said application
Bombay Stock Exchange has waive off the maximum penalty and revoked the suspension of
trading w.e.f. 03/04/2023.
BUY BACK OF SHARES
During the year, Company has not made buy back of its shares nor it has given any loan
for purchase of its own shares.
MATERIAL CHANGE(S)
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relate
and the date of this Report.
RISK MANAGEMENT POLICY
Board of Directors has adopted a Risk Management Policy / Plan for the Company,
whereby, risks are broadly categorized. The Policy outlines the parameters of identi
cation, assessment, monitoring and mitigation of various risks which are key to business
objectives which is also available at Company s weblink:
http://www.novaironsteel.com/pdfs/Risk%20Management%20Policy.pdf.
PERFORMANCE EVALUATION OF BOARD
During the year under report Board of Directors evaluated performance of Committees and
all the individual Directors including Independent Directors and concluded by a rming that
the Board summarizing as a whole as well as all of its Directors, individually and the
Committees of the Board continued to good governance and contribute its best in the
overall growth of the organisation. Independent Directors also held separate meeting to
evaluate annual performance of Chairman and executive directors and expressed satisfaction
on their performance.
DEPOSITS
During the year under report, company has not accepted any deposits under Chapter V of
the Act, from the public and as such no amount of principal or interest was outstanding on
the date of Balance Sheet. Information under Rule 8(5)(v)(vi) of Companies (Accounts),
Rules 2014 be treated as Nil.
SEGMENT REPORTING
The Company is primarily engaged in the business of manufacturing / trading of Iron
& Steel, Metals, Securities & Natural Resources business. So accordingly no
segment report required to be disclosed.
SIGNIFICANT AND MATERIAL ORDERS
During the year there was no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company s operations in
future.
PARTICULARS RELATING TO REMUNERATION OF EMPLOYEES OF THE COMPANY Details pursuant
to section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is at Annexure -5 attached to the Board
Report. During the year no employee has remuneration equal to or more than prescribed
limit under Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, hence information under these rules be treated as NIL. Pursuant to
MCA Noti cation dated 30.06.2016 detail of top ten employees as attached to Board Report
is at Annexure -6.
CODE OF CONDUCT
Declaration pursuant to Regulation 34(3) of SEBI (LODR) Regulations, 2015 in respect of
compliance with code of conduct by Whole Time Director/CEO is at Annexure -7 attach to the
Board Report.
CORPORATE SOCIAL RESPONSIBILITY POLICY
Company has constituted Corporate Social Responsibility (CSR) Committee. Mr. Hardev
Chand Verma, Director, Mr. Dinesh Kumar Yadav, Whole Time Director and Mr. Suraj Prakash
Choudhary, Independent Director are members of the Committee. Mr. Suraj Prakash Choudhary
is the Chairman of the Committee. On the recommendation of CSR Committee, CSR Policy of
the Company has been approved by the Board which is uploaded at Company s weblink:
http://www.novaironsteel.com/pdfs/CSR%20Policy.pdf. The Annual Report on CSR activities as
per Companies (Corporate Social Responsibility Policy) Rules, 2014 is at Annexure -8
attached to the Board s Report.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
Company do not have Subsidiary or Associates or Joint Venture company. Therefore,
consolidated financial statement in form AOC-1 annexed to the Board Report is not
applicable.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
Company has in place a composite Vigil Mechanism Policy/Whistle Blower Policy available
to the employees and directors to blow the whistle/ highlight any fraud, irregularity,
wrongdoing etc. which is also available at weblink:
https://www.novaironsteel.com/pdf/vigil%20mechanism.pdf Board s Report in compliance of
SEBI (LODR) Regulations, 2015.
GENERAL
(i) ENVIRONMENT & OTHER APPLICABLE LAW
The Company is committed to the protection of environment and is not involved in any
activity hazardous to environment. The Company adheres to the provisions of the applicable
provisions of environment laws.
(ii) HEALTH & SAFETY
In order to build a sustainable work place environment, a common health and safety
management system is being implemented. All efforts are being made to enhance safety
standards and processes in order to minimize safety risks in all our operations.
(iii) SEXUAL HARASSMENT OF WOMEN
The Company has zero tolerance towards sexual harassment at the workplace. During the
Financial Year 2022-23, the Company has received no complaints of sexual harassment since
there is no female employee.
(iv) INDUSTRIAL RELATIONS
Relations between the Management and its Employees/ Workmen have been cordial and
management expressed their appreciation for the co-operation and dedication of the
employees/workmen at all levels of the Company.
ACKNOWLEDGEMENTS
Your Directors convey their sincere thanks to the Bankers, various departments in
Central and State Governments and all others associated with the Company for their
co-operation, continued support and con dence reposed by them in the Company.
|
For and on behalf of the Board |
|
(H.C. Verma) |
|
Chairman |
|
DIN:00007681 |
Place: New Delhi |
|
Date: 14/08/2023 |
|
+91-9892691696
