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EQUITY - MARKET SCREENER

India Steel Works Ltd
Industry :  Steel - Medium / Small
BSE Code
ISIN Demat
Book Value()
513361
INE072A01029
0.9310643
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
ISIBARS
0
125
EPS(TTM)
Face Value()
Div & Yield %
0
1
0
 

As on: Mar 28, 2024 03:03 PM

To the Members of India Steel Works Limited,

The Board of Directors of the Company is pleased to present the Thirty Sixth Annual Report, along with the financial statements of the Company, for the financial year ended March 31,2023. A brief summary of the Company's standalone and consolidated performance is given below:

1. FINANCIAL HIGHLIGHTS:

The summarized financial results of the Company for the financial year 2022-23 are given hereunder:

(Amount Rs. In Lacs)

Particulars Standalone Consolidated
Year ended 31.03.2023 Year ended 31.03.2022 Year ended 31.03.2023 Year ended 31.03.2022
Sales including excise duty/lncome including Job work operations 470.57 2,380.79 470.57 2,380.79
Operating Profit (EBITDA) -1806.73 -5,237.28 -1808.15 -5,238.73
Finance Costs 822.32 789.70 822.33 789.70
Provision for Depreciation 747.58 755.17 747.58 755.17
Profit/(Loss) before tax & exceptional items -3376.64 -6,782.15 -3378.06 -6,783.60
Exceptional Items -219.35 1,715.16 -214.35 1,715.16
Current tax 0.20 0.00 0.20 0.00
Profit/(Loss) after tax -3595.80 -5,066.99 -3592.21 -5,068.44
Items not to be classified to statement of
Profit or Loss in subsequent years -116.63 104.13 -116.63 104.13
Total comprehensive income -3712.42 -4,962.86 -3708.84 -4,964.31

2. OPERATIONS/COMPANY'S STATE OF AFFAIRS:

During the year under review, the gross revenue has reduced to Rs. 659.92 Lakh as against Rs. 3277.75 Lakh in the previous year. The performance of the Company was low during the year under review due to inadequate supply of raw material, working capital and COVID 19 Pandemic situation. The manufacturing activities including job work of the Company has been closed since June, 2022. There are continuous discussions with the workers union, lenders, potential investors and suppliers to revive the operations.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no material change in the nature of business of the Company during the year.

4. TRANSFER TO RESERVES:

In view of losses incurred, your Company has not transferred any amount to its Reserves.

5. DIVIDEND:

Considering accumulated losses the Directors regret their inability to declare any dividend on Equity Shares of the Company during the year under review. However, your Directors are pleased to recommend a Dividend @ 0.01% on total paid up Preference share capital of the company for the financial year ended 31st March, 2023, payable to those Shareholders whose names appear in the Register of Members as on the Book Closure Date for the Financial Year 2022-23. The final dividend amounts to Rs. 75,513/- on total paid up preference shares inclusive of tax on distributed profits.

6. SHARE CAPITAL:

The Company's Authorised Share capital during the financial year ended March 31, 2023, remained at Rs.107,00,00,000/-

(Rupees One Hundred and seven crores) divided into 42,00,00,000 (Forty two crores) Equity Shares of Rs 1/- (Rupee One) each and 6,45,00,000 (Six crores and Forty Five Lacs Preference Shares ofRs 10/- (Rupees Ten) each and unclassified shares of the value ofRs 50,00,000 (Rupees Fifty Lacs). Increase in Authorised Share Capital pursuant to members approval at the Annual General Meeting held on 16th December, 2022 has not been effected due to pending submission of required forms with Ministry of Corporate affairs.

The Company's paid-up equity share capital remained at Rs. 3980.81 Lakh comprising Rs 3980.81 Lakh equity shares of Rs 1 each whereas the paid-up preference share capital of the Company for the financial year ending March 31,2023 was Rs 6,418.59 Comprising 20,00,000 14% Cumulative Redeemable Preference shares, 5,36,71,310 0.01% Cumulative Reedemable

Preference shares of Rs. 10/- each without voting rights & of 85,14,574 0.01% Cumulative Reedemable Preference shares (Option Series) of Rs10/- each without voting rights. The company is in the negotiations with the preference shareholders for revised terms of redemption.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. During the current financial year there was no change in the Capital structure of the Company.

7. FIXED DEPOSITS:

The Company has not accepted any deposits from the shareholders or public under applicable provisions of the Companies Act 2013 or rules made there under.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not provided any loan or guarantee directly or indirectly to any person or body corporate, during the year under review. The details of Investment covered under section 186 of the Companies Act, 2013 are provided in the Financial Statements 31 st March, 2023.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments made which may affect financial position of the Company between the end of financial yearand date of report.

10. SUBSIDIARY:

The Wholly Owned Subsidiary namely Indinox Steels Private Limited was incorporated on 16/06/2018. The Company has invested Rs. 5,00,000/-(50000 Equity Shares of Rs.10/-each) as on date. The Wholly Owned Subsidiary has not commenced any business since its incorporation. As approved by the members in the Annual General Meeting held on 16th December, 2022, the Company is in process of closing the said subsidiary.

The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 ('Ind AS'), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

A report on the financial position of the subsidiary company as per the Companies Act, 2013 ('the Act') is provided in Form AOC-1 (Annexure-A) which is attached to the financial statements.

11. INDIA STEEL WORKS LIMITED (SINGAPORE BRANCH):

The Board has initiated procedures to close the branch office of the Company at Singapore effective 31st March, 2023 as there were no transactions since long. The Directors recommend the resolution in the notice of the Annual General Meeting to approve / ratify the closure.

12. RELATED PARTY TRANSACTIONS:

The Company has made Related Party Transactions, as approved by the non- interested shareholders at the 35th Annual General meeting of the Company. Required disclosures are made in Form No. AOC-2 (Annexure-B).

On the recommendation of the Audit Committee, the Board of Directors has a Policy on Materiality of Related Party Transaction and dealing with Related Party Transactions which is also uploaded on the website of the Company www.indiasteel.in under the head ‘Investor Relations' and the weblink is provided in the Corporate Governance Report. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the legal and accounting requirements.

All Related Party Transactions that were entered into during the financial year were on arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are planned / repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions.

Related Party Transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. All the Related Party Transactions under Ind AS-24 have been disclosed at the standalone financial statements forming part of this Annual Report.

13. KEY MANAGERIALPERSONNEL(‘KMP'):

In terms of the provisions of Sections 2(51) and 203 of the Act, the following are the KMPs of the Company:

Mr. Sudhir 11. Gupta, Executive Chairman.

Mr. Varun S. Gupta, Managing Director

Mr. Nilesh Matkar, Chief Financial Officer

Mr. Dilip Maharana, Company Secretary & Compliance officer.

14. CORPORATE SOCIAL RESPONSIBILITY:

The Company believes in development which is beneficial for the society at large and to practice the corporate values through commitment to grow in socially and environmentally responsible way while meeting the interest of our stake-holders. However, during the year, the Company has not undertaken any CSR initiatives due to losses.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has adopted a Whistle-Blower Policy, whereby employees are free to report violations of laws, rules, and regulations, or unethical conduct to the Audit Committee. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company at www.indiasteel.in under the head 'Investor Relations' and the weblink is provided in the Corporate Governance Report. During the year the Audit Committee has not received any reference under the policy.

16. RISK MANAGEMENT POLICY:

The Company has a risk management policy to identify, mitigate elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The Board of Directors and senior management team assess the operations and operating environment to identify potential risks and take necessary mitigation actions.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

18. DIRECTORS:

i. Re-Appointment of Mr. Varun S. Gupta (DIN: 02938137) as a Director liable to retire by rotation:

In accordance with the provisions of the Companies Act, 2013 read with the Articles of Association of the Company Mr. Varu S. Gupta (DIN: 02938137) retires from office by Rotation, and being eligible, offers himself for reappointment. The Board re commend the members his appointment as a Directorof the Company liable to retire by rotation.

ii. Appointment of Mrs. Sachi Madnani(DIN: 05117360) as a Non-Executive, Independent Director of the Company.

Based on the recommendation of the Nomination and Remuneration Committee, Mrs. Saachi Madnani (DIN: 10045589) was appointed as an Additional Director of the Company with effect from March 27, 2023 & the Shareholders of the

Company at the EOGM (EGM No. 1/2023-24) held on Friday, June 23.2023, approved her appointment as an Independent Director of the Company not liable to retire by rotation.

19. DECLARATIONS BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16 (1) (B) of SEBI (LODR), 2015.

20. BOARD'S PERFORMANCE-ANNUAL EVALUATION:

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) 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 its Nomination & Remuneration Committee. The manner in which the evaluation was been carried out has been explained in the Corporate Governance Report.

21. BOARD MEETINGS:

During the year, Eight Board Meetings were convened and held. The details are given in the Corporate Governance Report. There was no Board Meeting held during the first quarter of the Financial Year 2022-23 viz. Quarter ended 30th June,2022.The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Circulars issued in this behalf.

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Every new Independent Director of the Board attends an orientation program. To familiarize the new Independent Director with the strategy, operations and functions of our Company, the Executive Directors/ Senior Managerial Personnel make presentations to the new Independent Director about the company's strategy, operations, product and service and offerings, markets, organization structure, human resources, technology quality, facilities and risk management. More details of the same are given in the Corporate Governance Report.

23. NOMINATION & REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel in accordance with Section 178 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.

24. AUDIT COMMITTEE POLICY:

The Board has, on the recommendation of the Audit committee, framed a policy for selection, appointment and remuneration of Statutory Auditors and internal Auditor in accordance with the Section 177 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.

25. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013:

i. That in the preparation of the annual financial statements for the year ended March 31,2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. That such accounting policies, as mentioned in the Financial Statements as ‘Significant Accounting Policies' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2023 and of the Loss of the Company for the year ended on that date;

iii. That proper and sufficient care has 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;

iv. That the annual financial statements have been prepared on agoing concern basis;

v. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

vi. That proper system's to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

26. AUDITORS:

A. STATUTORY AUDITORS & AUDIT REPORT:

The Company has received a letter from M/s Laxmikant Kabra & Co., Chartered Accountants (Firm Registration No. 117183W), regarding their eligibility for the continuing appointment as statutory Auditors of the Company for a continuous period of three years from the ensuing Annual General Meeting. The said auditors were appointed effective Annual General Meeting held on 20th August, 2018 for a period of 5 years.

The qualification, reservation or adverse remark or disclaimer made by the auditor in the Statutory Audit Report issued by him to the members of the Company, are as follows:

1. Going Concern:

The Company's current liabilities exceeded its current assets as of the previous year balance sheet date. Operations of the company has ceased since long and the company is not in the position to pay off its liabilities. These events or conditions, along with other matters indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern However, the books of the company are still prepared on historical cost basis. In our opinion the accounts of the company should not be prepared on going concern basis i.e., the assets and liabilities of the company should be stated at net realizable value. The financial statements do not adequately disclose this fact. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

2. Basis for Qualified Opinion:

a. Inventories amounting to Rs13,607.12 Lakhs have not been valued at lower of cost or Net realizable value which is against the significant accounting policies of the company and is not consistent with Ind AS 2 "Inventories". These inventories held by the company include obsolete and non-moving stock which are valued at cost and is inconsistent with provisions of Ind AS 2. As per the information and documents provided to us, we are of the opinion that work-in-progress amounting to ^10,609.92 Lakhs and Raw Material amounting to Rs1,739.54 Lakhs held by the company can only fetch scrap value. In the absence of quantitative information and supporting documents of Finished Goods, Stock in Trade and Stores and Spares amounting to Rs1,257,65 lakhs, we are unable to comment on carrying value of the same and its effect on the financial statements for the year.

b. Company has not done physical verification or valuation of inventories. On account of the same we are unable to comment on the physical status and/ or recoverable value of such inventories.

c. Company has shown insurance claim receivable amounting to Rs1,120.27 Lakhs. The said claim is outstanding since long back and the same has not been approved by appropriate authority till date. In our opinion, showing the said insurance claim as receivable is not showing true and fair view. On account of the same assets of the company are overstated by Rs1,‘120.27.

d. Confirmations of the balances of sundry creditors and debtors, loans and advances, Advances given to suppliers have not been obtained and they are subject to reconciliations and subsequent adjustments if any. As such we are unable to express any opinion as to the effect on the financial statements for the year.

e. Sufficient and appropriate documentary audit evidence in respect of Contingent liabilities were not provided to us. As such we are unable to express any opinion as to the effect on the financial statements for the year.

f. The company has not assessed the impact of various disputed statutory liabilities/ liabilities on account of lawsuits as per the requirement of Ind AS 37 "Provision, Contingent Liabilities, Contingent Asset" and hence the effect of the same, if any, on the financial results. The cases are pending with multiple tax authorities and the said claims have not been acknowledged as debt by the company.

g. The company has not assessed the Fair Value of various Assets and Liabilities as per the requirement of Ind AS 103 "Fair Value Measurement", the effect of the same, if any, on the financial results is not identifiable. Therefore, we are unable to comment on its impact on the financial results for the year ended March 31,2023.

h. The company has not reviewed the impairment of its tangible assets and other financial and non- financial assets as of March 31, 2023. Hence, no provision in the books of account has been made by the Company. In the absence of assessment of impairment/ provisions by the Company, we are unable to comment on the recoverable amount regarding said items.

Managements Reply:

1. Going Concern Concept:

The management believes that though the Current Liabilities of the Company exceeds Current Assets of the Company, the Company, having positive net worth will be able to revive business including exploring new business opportunities.

2. (a) Inventories amounting to 713,607.12 Lakhs have not been valued at lower of cost or Net realizable value:

The inventories are stated at the lower of the Cost and net realiasable value.

(b) Company has not done physical verification or valuation of inventories:

The inventories are stated at the lower of the Cost and net realiasable value.

(c) Company has shown insurance claim receivableamountingtoRs1,120.27 Lakhs:

The management believes that the Company will succeed to get Insurance Claims

(d) Confirmations of the balances of sundry creditors and debtors:

The Company is in process of getting balance confirmations from the parties belonging to trade payables and trade receivables, loans and advances, advances to suppliers. However, pending confirmations from trade receivable and trade payable, for loans and advances, advances to suppliers will not affect the financials of the Company.

(e) Documentary audit evidence in respect of Contingent liabilities:

The Company is in process of getting documentary evidences with respect to contingent liabilities wherever pending.

(f) impact of various disputed statutory liabilities/ liabilities on account of lawsuits:

It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the various pending disputed statutory liabilities/ liabilities on account of lawsuits as the same are determinable only on receipt of judgments/decisions pending with various forums/authorities. Most of the issues of litigation pertaining to Central Excise/Sales Tax/Customs are based on interpretation of the respective Law & Rules thereunder. The Management believes that many of the issues raised by revenue will not be sustainable in law as they are covered by judgments of respective judicial authorities.

(g) The company has not assessed the Fair Value of various Assets and Liabilities

The company has not assessed the Fair Value of various Assets and Liabilities as per the requirement of Ind AS 103 "Fair Value Measurement".

(h) impairment of its tangible assets and other financial and non financial assets as of March 31,2023.

The company has not reviewed the impairment of its tangible assets and other financial and non financial assets as of March 31,2023. Hence, no provision in the books of account has been made by the Company. The management believes that the Company will succeed to get Insurance Claims & MSEDCL claims as per the order of the apt authorities.

B. SECRETARIAL AUDITOR & AUDIT REPORT:

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 has appointed Mrs. Reena T. Parekh. proprietor ReenaS. Modi & Associates (ACS 25346 & CP No. 12621) Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure -C".

QUALIFICATIONS/OBSERVATIONS:

1. The Company has not filed form MGT-7 for the financial year ended 31.03.2021 & 31.03.2022.

2. The Company has notfiled form AOC-4forthe financial yearended 31.03.2022.

3. The Company has not filed form SH-7 for increase in authorized share capital approved at the extra-ordinary general meeting of the Company held on 14.02.2022 and also at the AGM held on 16th December, 2022.

4. The Company has not filed cost audit report CRA-4for the financial year ended 31st March, 2021 & 31st March, 2022.

5. The Company has not filed Form CRA-2 for the appointment of cost Auditor to carry out cost Audit for the Financial Year 2021 -22 & Financial Year 2022-23.

6. There was no Board Meeting held during the quarter ended 30th June, 2022 as required under Secretarial Standard on Meetings of the Board of Directors (2.1)

7. The Company has not appointed Internal Auditor in the year 2022-23.

8. Delay in submission of Reconciliation of Share Capital Audit Report under Regulation 76 of SEBI (Depositories and Participants)Regulations, 2018.

(i) Reconciliation of Share Capital Audit Report for the Quarter ended 31/03/2022 was required to be submitted within 30 days of the end of quarter Viz. on or before 30/04/2022. Instead, it was submitted on 05/05/2022.

(ii) The Company did not submit Reconciliation of Share Capital Audit Report for the Quarter ended 30/06/2022 within 30 days of the end of quarter Viz. on or before 30/07/2022. It was submitted on 20/12/2022.

(iii) The Company did not submit Reconciliation of Share Capital Audit Report for the Quarter ended 30/09/2022 within 30 days of the end of quarter Viz. on or before 30/10/2022. It was submitted on 20/12/2022.

9. Delay in submission of the Shareholding Pattern for the quarter ended 31st March, 2022, Quarter ended 30th June,2022 & Quarter ended 30th September,2022 under Regulation 31 Listing Obligations and Disclosure Requirements) Regulation, 2015.

(i) The Shareholding Pattern for the quarter ended 31st March, 2022 should have been filed on or before 21/04/2022. However It was submitted on 3/05/2022. For the delay in submission BSE has levied penalty Rs. 28320 /-including GST. The Company has paid the penalty levied for the noncompliance.

(ii) The Shareholding Pattern for the Quarter ended 30th June,2022 should have been filed on or before 21/07/2022. However It was submitted on 30/11/2022. The Company has paid the penalty levied for the noncompliance.

(iii) The Shareholding Pattern for the Quarter ended 30th September,2022 should have been filed on or before 21/10/2022. However It was submitted on 30/11/2022. The Company has paid the penalty levied for the noncompliance.

10. Delay in submission of Certificate of practicing Company Secretary under Regulation 40 (9) of the SEBI (LODR) Regulations 2015.

Certificate under Regulation 40 (9) of the SEBI (LODR) Regulations 2015 from Practicing Company Secretary for the year ended March 31, 2022 that all certificates have been issued within thirty days of the date of lodgement for transfer, subdivision, consolidation, renewal, exchange or endorsement of calls/allotment monies etc., required to be submitted with Stock Exchange u/r40(10) within 30days from the end of FY 31 03 2022 submitted on 05/05/2022.

11. Delay in submission of Certificate under Regulation 7(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Certificate under Regulation 7(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring all activities in relation to share transfer facility are maintained by Registrar to an issue and share transfer agent registered with the Board, was required to be submitted on or before 30 04 2022 was Submitted on 2 52022.

12. There was no Board Meeting held during the calendar quarter i.e period from 01.04.2022 to 30.06.2022.

There was no Board Meeting held during the calendar quarter i.e period from 01.04.2022 to 30.06.2022. However, there were more than four board meetings held during the calendar quarter with maximum interval of one hundred and twenty days between any two consecutive Meetings.

13. Delay in submission of Annual audited financial results (Stand Alone & Consolidated) for the financial year, 31st March, 2022.

Annual audited financial results (Stand Alone & Consolidated) for the financial year, 31st March, 2022 should have been submitted within sixty days from the end of the financial year i.e on or before 30 05 2022 Regulation 33(3)(d) of the SEBI (Listing Obligations & disclosures Requirements ) regulations ,2015. It was submitted on 29 07 2022. The Company has paid the penalty with GST.

14. The intimation to hold board meeting held on 29 07 2022 to consider financial results for the fy 31 03 2022

The intimation to hold board meeting held on 29 07 2022 to consider financial results for the fy 31 03 2022 should have been given on or before 23 07 2022. It was given on 28 07 2022. The Company has paid the penalty including GST.

15. Non-compliance with the requirements pertaining to the composition of the Board including failure to appoint woman director within 3 months from date of the Vacancy or in the next board meeting which ever earlier.

Mrs. Priyanka V. Gupta was appointed as Additional Women Director on the Board on 15.07.2022.Approval of Shareholders was not taken within 3monthsof her appointment. She resigned on 14.11.2022. Vacancy Should be filled on or before the Board Meeting of the Company held on 14th February, 2023. Mrs. Sachi Madnani was appointed as Additional Women Director on the Board on 27.03.2023.Penalty was levied by the Stock exchanges paid by the Company with GST.

Managements Reply:

1. The Company is in process of filing form MGT-7 for the financial year ended 31.03.2021 & 31.03.2022.

2. The Company is in process of form AOC-4 forthe financial year ended 31.03.2022.

3. The Company is in process of form SH-7 for increase in authorized share capital approved at the AGM held on 16th December, 2022 passed in supersession to the resolution passed at extra-ordinary general meeting of the Company held on 14.02.2022 .

4. The Company is in process of filing cost audit report CRA-4 for the finandal year ended 31st March, 2021 & 31 st March, 2022.

5. The Company is in process of filing Form CRA-2forthe appointment of cost Auditor to carry out cost Audit for the Financial Year 2021-22 & Financial Year 2022-23.

6. There was no Board Meeting held during the quarter ended 30th June, 2022 as required under Secretarial Standard on Meetings of the Board of Directors (2.1). The Company will apply for compounding of the offence with apt authorities in due course.

7. The Company is in process of filing form for the appointment of the internal Auditor.

8. Due to unavoidable reasons there was, inadvertently, a delay in submission of Reconciliation of Share Capital Audit Report under Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018. for the (i) Quarter ended 31/03/2022 (ii) for the Quarter ended 30/06/(iii)for the Quarter ended 30/09/2022.

9. Due to unavoidable reasons there was, inadvertently, a delay in submission of the Shareholding Pattern for the (i) quarter ended 31st March, 2022, (ii) Quarter ended 30th June,2022 (ii) Quarter ended 30th September,2022 under Regulation 31 Listing Obligations and Disclosure Requirements) Regulation, 2015.

10. Due to unavoidable reasons there was, inadvertently, a delay in submission of Certificate of practicing Company Secretary under Regulation 40 (9) of the SEBI (LODR) Regulations 2015.

11. Due to unavoidable reasons there was, inadvertently, a delay in submission of Certificate under Regulation 7(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. Due to unavoidable reasons one Board Meeting could not be held during the calendar quarter i.e period from 01.04.2022 to 30.06.2022. The Company will apply for compounding of the offence with apt authorities indue course.

13. Due to unavoidable reasons there was, inadvertently, a delay in submission of Annual audited financial results (Stand Alone & Consolidated) for the financial year, 31 st March, 2022.

14. Due to unavoidable reasons intimation to hold board meeting held on 29 07 2022 to consider financial results for the fy 31 03 2022 was sent after due date.

15. There was a Non-compliance with the requirements pertaining to the composition of the Board including failure to appoint woman director within 3 months from date of the Vacancy or in the next board meeting which ever earlier, as there were no Woman Director available for the appointment. Mrs. Sachi Madnani was appointed as Additional Women Director on the Board on 27.03.2023 which was approved by the members at the EOGM held on 23 06 2023.

C. COST AUDITORS & COST RECORDS:

The Company is maintaining the Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. According to the Companies Act of 2013 and the Companies (Audit and Auditors) Rules of 2014, the Company need to appoint Cost Auditor to conduct cost audit, if the overall annual turnover of the company from all its products/services during the immediately preceding financial year is rupees one hundred crore or more and the aggregate turnover of the individual product(s)/service(s) for which cost records are required to be maintained underthe rule, is rupees thirty five crore or more. The total turnover of the Company, including other income, during the Financial Year ended 31 03 2022 was Rs.32.78 Crore and In the Financial Year ended 31 03 2023 was Rs. 6.60Crore. In view of the Company has not appointed any cost Auditor to conduct cost audit in the Financial Year 2023-24.

D. BRANCH AUDITOR:

The Company has branch outside India at Singapore. The Directors have initiated procedures to close the same as there are no transactions since long. In view of the same the Directors have not recommended for branch auditors appointment.

E. INTERNALAUDITORS:

The Internal Auditors reports are reviewed by the Audit Committee on periodical basis.

27. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors or Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place adequate internal financial controls with reference to financial statements. Risk management and internal control frameworks are designed and implemented to manage rather than completely eliminated the risk of failure to achieve business objectives. The Company has internal Auditor to have check on the adequacy of controls in the overall operations and functioning of various departments.

29. ANNUALRETURN:

Pursuant to Section 92(3) read with Section 134(3)(a)of the Act, the Annual Return as on March 31,2023 will be made available on the Company's website at www.indiasteel.in. Pursuant to Section 92(3) of the Companies Act, 2013 ('the Act') read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return in Form MGT-7 is available on the website of the Company at www.indiasteel.in at investors section.

30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds, being dividends lying unpaid or unclaimed fora period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has adopted the generally accepted technology for its products. Particulars regarding conservation of energy foreign exchange earnings and outgo are given in "Annexure - D" as required under The Companies Act. 2013 read with The Companies (Accounts) Rules, 2014 and forms part of this report.

32. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual harassment Policy in line with the requirements of the Sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2022-23.

33. SECRETARIAL STANDARDS OF ICSI:

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India ('ICSI') and that such systems were adequate and operating effectively. During the Financial Year, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) except holding of a board meeting during the first quarter ended 30th June, 2022.

34. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)e of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, forms part of the Annual Report.

35. CORPORATE GOVERNANCE:

The Company has implemented the provisions of Chapter IV of SEBI (LODR), 2015 relating to the Corporate Governance requirements. A Report on Corporate Governance, the Report of Auditors Certificates thereof is given as annexure to this report.

36. MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 issued thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board of Directors has formulated the Nomination and Remuneration Policy on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

During the year under review, the Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as "Annexure -E".

37. OTHER MATERIAL INFORMATION:

During the year under review, the Company has stopped its manufacturing activities. The Company has initiated negotiations with employees for settlement.

38. GENERAL:

I) During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

(a) details relating to deposits covered under Chapter V of the Act;

(b) issue of equity shares with differential rights as to Dividend, voting or otherwise:

(c) issue of shares (including sweat equity shares) to employees of the Company under any scheme;

(d) raising of funds through preferential allotment or qualified institutions placement;

(e) instance of one-time settlement with any bank or financial institution;

(f) fraud reported by Statutory Auditors;

(g) any change in the nature of business.

(h) The Company has not made any application under Bankruptcy Code. There are transactions requiring disclosure or reporting in respect of matters relating to pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016 before National Company Law Tribunal (NCLT) Mumbai are as follows:

Sr NCLT Mumbai No. Bench No. Case No. Party Details Claim Amount Date of Filling Status
1 Bench 2 CP(IB)161/MB/2022 Kiran Kumar Mallegowda Rs.74,87,527/- 23-09-2021 Pending for final argument
2 Bench 1 CP(IB)4027/MB/2019 IFGL Refractories Rs. 15,00,000/- 14-11-2019 Disposed Off on 06/09/2022
3 Bench 4 CP(IB)1000/MB/2021 Kotak Mahindra Bank Rs. 13,77,85,111/- 09-10-2021 Pending for Final Argument
4 Bench 1 CP(IB)3282/MB/2019 S. K. Traders Rs. 11,62,198/- 11-09-2019 Disposed Off on 04/01 12022
5 Bench 4 CP(IB)1085/MB/2021 Sai Petroleum Rs. 4,92,530/- 25-10-2021 On last date of hearing on 18.10.2022 matter adjourned in view of the pending Supreme Court Judgement. No next date is updated on website of NCLT till date of this report.
6 Bench 5 CP(IB) 1264/2022 Stecol Intemaional Private Limited Rs.1,16,47,874/- 05-11-2022 Next date is 29.08.2023 for filing reply

II) INDUSTRIAL RELATIONS:

During the year under review, industrial relations at the Company's unitcontinued to remain cordial and peaceful.

III) GREEN INITIATIVE:

To minimize the impact on the environment, the Company has been circulating the copy of the Annual Report in electronic format to all those members whose email addresses are available with the Company.

IV) ACKNOWLEDGEMENTS:

The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business Associates, Dealers, and Insurers, vendors, investors and bankers during the year. The Directors also place on record their appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, cooperation and support.

For and on behalf of the Board of Directors of
INDIA STEEL WORKS LIMITED
Sudhir H. Gupta
Place: Mumbai Executive Chairman
Date: 14th August, 2023 (DIN: 00010853)