REPORT OF BOARD OF DIRECTORS To, The Members, INERTIA STEEL LIMITED Your Directors are pleased to present the 31st (THIRTY FIRST) ANNUAL REPORT together with the Company's Audited Financial Statement for the financial year ended 31st March, 2015. FINANCIAL HIGHLIGHTS AND COMPANY'S AFFAIRS: During the year under review, the Company has achieved total revenue of Rs. 2,10,000/- as compared to Rs. 95,000/- in previous year. Further, the Company has achieved Net Profit of Rs. 2,963/- for the year under review as compared to Rs. 12,965/- 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 effectiyejvhnplement the same. DIVIDEND: 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 31st March, 2015. 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 H. G. Joshi, Director, retires at the ensuring Annual General Meeting and being eligible offered himself for re-appointment. During the year under review, Smt. Sarita Harigopal Joshi was appointed as Additional Director (Women) by the Board of Directors on 30th March, 2015 in order to comply with the provisions of Section 149 of the Companies Act, 2013 and Rules made there under. Based on the notices in writing received from members under Section 160 of the Companies Act, 2013, your Board recommends the appointment of Smt. Sarita Joshi as Director in the Company. 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 29*May, 2014, 13th August, 2014, 13*November, 2014 and 14*February, 2015. 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 there under 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 there under. 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 Audit Committee authority to monitor the Risk Management Policy including (a) Overseeing and approving the Company's 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 there under 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. 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 Company's 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, 2015, 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 loss 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^qr^r^. AUDITORS & AUDITORS' REPORT: At the Annual General Meeting held on 30th September, 2014, M/s. Kaloti & Lathiya., Chartered Accountants, ICAI Registration No. 104589W, Aurangabad, were appointed as the Statutory Auditor of the Company to hold office till the conclusion of 33rd Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Statutory Auditor shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Kaloti & Lathiya., Chartered Accountants, Aurangabad, as Statutory Auditor of the Company, is placed before the members for ratification. The Company has received the consent letter / certificate from the Statutory Auditor to the effect that their ratification of appointment, if made, would inter-alia be within the prescribed limits under Section 139 & 141 of the Companies Act, 2013 and that they are not disqualified for ratification of appointment. The Board recommends the ratification of appointment of Statutory Auditor to the members. The Report of Auditor of the Company and the notes forming part of the financial statements are self-explanatory and hence requires no explanation from the Board of Directors. The Auditors' Report does not contain any qualification, reservation or adverse remark. 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 Board has appointed M/s. R. A. Daga and Co, Practising Company Secretary, Nagpur to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 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 IIP. CORPORATE GOVERNANCE REPORT: As per the requirement of SEBI Circular No. SEBI/MRD/SE/31/2003/26/08 issued on 26th August, 2003, the listed companies having paid up capital of Rs. 3 Crores and above or net worth of Rs. 25 Crores or more at any time in the history of the Company were required to comply with the norms of the Corporate Governance. Further, as per 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. 24,88,000 and Net Worth is of Rs. 22,10,000 as on Financial Year ending 31st March, 2015, therefore, the provisions relating to Corporate Governance Report are not applicable to the Company. 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 there under. 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. 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 theJ (b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. (c) No cases have been filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENT: 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, 2015 Place : Mumbai |