To Members,
Nova Iron and Steel Limited
Registered office: Village-Dagori,
Tehsil-Belha. Distt. -Bilaspur Chhattisgarh
Your directors have pleasure in presenting the 33rd Annual Report together
with Standalone Audited Accounts for the year ended 31st March, 2025.
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
Particulars |
2024-25 |
2023-24 |
|
(12 Months) |
(12 Months) |
Gross Revenue |
41,984.92 |
56,896.14 |
Profit/Loss before Interest, Depreciation, Exceptional item and Tax |
1,218.32 |
764.44 |
Interest & Financial Cost |
1,104.98 |
2,452.15 |
Depreciation & Amortization |
1,947.25 |
4,513.34 |
Profit/(Loss) before Exceptional item & tax |
(1,833.91) |
(6,201.05) |
Exceptional item |
(15,808.36) |
(6,544.56) |
Profit/(Loss) after Exceptional item & before Tax |
13,974.45 |
(12,745.61) |
Tax Expenses: |
|
|
Current Tax |
- |
194.50 |
Deferred Tax |
(710.27) |
(3.500.03) |
Earlier years |
(194.50) |
(60.00) |
Net Profit/(Loss) after tax |
14,879.22 |
(9,380.09) |
PERFORMANCE
During the year under review, the Company has Gross Sales of Rs. 41,984.92 Lakhs as
against Rs. 56,896.14 Lakhs in the previous year, reflecting decline of 26.20% over the
previous year. The company has gained profit of Rs. 14,879.22 Lakhs as compared to loss in
previous year of Rs. 9,380.09 Lakhs. The increase in profit is mainly on account of
written back of outstanding borrowings during the current period as it believes that the
amount is time barred and not payable.
FUTURE OUTLOOK
Company is under the process of increasing our production capacity from 500 TPD to 1.5
Million Ton/Annum with Captive Power Plant of 311.5 MW by phased manner. For this
expansion, we have installed a 12 MW WHRB Captive Power Plant and Steel Melting Shop
(2,52,450 Ton/Annum) in the year 2016 & 12 MW Coal Based captive power plant in the
year 2020. Further the company is in process to reduce its debt liability by realization
of Assets.
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.
DIVIDEND
In view of inadequate profit 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 and one
meeting of the Independent Directors were held.
AUDIT COMMITTEE
Composition of Audit Committee comprises of 3(three) members, Ms. Kusum Naruka,
independent Director, Mr. Suraj Prakash Choudhary, Independent Director and Mr. Dinesh
Kumar Yadav. Executive Director. Ms. Kusum Naruka is Chairperson 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 6 meetings of Audit
Committee held and committee has reviewed related party transactions periodically.
During the year under review, Mrs. Palak Garg and Mr. Suraj Prakash Choudhary director
and member of the Audit Committee has been resigned w.e.f 24.04.2024 in place Mr. Gaurav
Sharrna and Ms. Kusum Naruka were appointed as members of Audit Committee w.e.f.
02.05.2024 and 29.06.2024 respectively. Further, Mr. Gaurav Sharma, director and member of
the Audit Committee has resigned w.e.f 30.11.2024 and in place Mr. Suraj Prakash Choudhary
was appointed as member of Committee w.e.f28.11.2024.
EXTRACT OF ANNUAL RETURN
The draft Annual Return in form MGT-7 for the Financial Year 2024-25 as per the
provisions of Companies Act, 2013 and Rules thereto, is available on the Company's website
at httra://www-novaironsteel.coin/notices.htm
AUDITORS AND AUDITORS' REPORTS
The Company 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 five consecutive years to hold the office
from the conclusion of 30th Annual General meeting until the conclusion of the 35th
Annual General Meeting.
The Auditors in their Report to the members, in pursuant to section 134(3)(f) of
Companies Act, 2013, Auditors’ have not made any qualification(s) or reservation(s)
or observation(s) on the Annual Accounts for the year ended 31st March 2024 except:
a) The Company has not facilitated us with direct balance confirmations from
outstanding trade receivables of Rs. 958.59 Lakhs, trade payables of Rs. 173.72 Lakhs,
security deposits of Rs. 176.67 Lakhs, advances from customers of Rs. 374.96 Lakhs and
advances to suppliers of Rs. 769.07 Lakhs (including capital advances of Rs. 42.86 Lakhs)
as a result of which reconciliation process and consequential adjustments (if any) has not
been carried out Accordingly, we are unable to comment on the carrying value of such items
in the financial statements and their possible effects on the financial position of the
company. Further, with regards to the security deposits of the company, the company in the
absence of sufficient information, were not able to comply with the requirements of ind AS
109 in measuring such deposits at amortised cost. Accordingly, we cannot comment on the
carrying amount of these balances and their consequential impact on financial position of
the company in the absence of sufficient information.
b) We draw your attention to the Note No. 17, referring to the unsecured borrowings of
the company from other parties aggregating to Rs. 7,521.27 Lakhs outstanding as at March
31,2025 in respect of which confirmations from the respective lenders have not been
facilitated. Further, due to non-availability of loan agreements and other audit evidence
for the borrowings of Rs. 7,521.27 Lakhs outstanding as at March 31,2025, we cannot
comment on the adjustments, if any, that may be required to carrying value of the
aforesaid balances in the standalone financial statements along with impact on finance
costs, classification into current and non-current borrowings, secured and unsecured
borrowings and related disclosures as required under Schedule - ITT to the Companies Act,
2013 and applicable Ind AS.
c) We draw your attention to the Note No. 7, referring to the investments held by the
company aggregating to Rs. 290.31 Lakhs as at balance sheet date, the company has not
determined fair value of such investments at balance sheet dale resulting in
non-compliance of Ind AS 109.
d) The Company has not established an internal control system to identify suppliers
registered under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED
Act). In the absence of such a system, we are unable to comment on the amount of interest,
if any, payable under the provisions of the MSMED Act, 2006 and the appropriateness of
disclosure requirements related to suppliers registered under MSMED Act, 2006 in the
standalone financial statements.
In reply to the above qualifiation/observations/comment of the Auditors, Board of
Directors states report that:
(a) 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. Additionally, 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.
(b) The company will try to adhere with the opinion made by the auditor with respect to
unsecured borrowing of the company and will provide the confirmation in near future.
(c) Since the financials of the investee companies arc not available for the year ended
31.03.2025 for valuation. However, valuation for the year ended 31.03.2024 has been
provided to auditor wherein there are not many changes in the financials of the investee
company. The company will try to adhere with the opinion made by the auditor with respect
to measuring the fair value of investments and will provide the information in near
future.
(d) The Company will try to adhere with the opinion made by the auditor and in process
to establish an internal control system to identify suppliers registered under the Micro,
Small and Medium Enterprises Development Act, 2016 (MSMED) Act.
Emphasis of Matter is for the information of shareholders and does not constitute
qualification. Comments otherwise, if any, are self-explanatory and do not call for any
explanation.
Auditors have not reported any fraud under section 143 (12) during the year.
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 31/03/2025 and submitted Secretarial
Audit Report in Form No. MR-3. A copy of the Secretarial Audit Report is at Annexure-1
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 14/08/2025 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 2025-26. Appropriate resolution seeking your ratification of the
remuneration of Cost Auditors, is included in the Notice convening the 33,d
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 SERI (LODR) Regulation, 2015.
Since the last financial year, the following changes have taken place in the
Directorship/KMPs of the Company.
1. Mrs. Palak Garg and Mr. Suraj Prakash Choudhary have been resigned from the position
from Independent Director w.e.f. 24/04/2024.
2. Mr. Gaurav Sharma has been appointed as an Independent Director w.e.f. 02/05/2024.
3. Ms. Kusum Naruka has been appointed as an Independent Director w.e.f. 29/06/2024
4. Mr. Suraj Prakash Choudhary has been appointed as an Independent Director w.e.f.
28/11/2024.
5. Mr. Gaurav Sharma has been resigned from the position from Independent Director
w.e.f. 30/11/2024.
After the closure of Financial Year 31s March, 2025 no change has taken
place in the Directorship/KMPs of the Company.
None of the Directors has incurred disqualification under Section 164 of the Act or
liable to cease director under section 167 of the Act.
Company has inter alia, received the following declarations from all the
Independent Directors confirming that:
a) they meet the criteria of independence as laid down under Section 149(6) of the Act
and Regulation 16(1 )(b) of the SEBI Listing Regulations
b) they have complied with the Code for Independent Directors prescribed under Schedule
IV to the Act
The Independent Directors have also confirmed that they have complied with the
Company’s Code of Business Conduct & Ethics. Based on the disclosure received,
the Board is of opinion that, all the independent Directors fulfill the conditions
specified in the Act and Listing Regulations and are independent of the management.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section I34(3)(c) of the Act, with regard to Directors’ Responsibility
Statement, your Directors hereby confirm that:
(a) in the preparation of the annual accounts, for the year ended 31/03/2025 the
applicable accounting standards have been followed to the extent of its applicability
along with 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 arc 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 of the Company for the year;
(c) the Directors have taken proper and sufficient care of the maintenance or 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.
(c) 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 Identification Number (DIN) under Director
Identification 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
qualifications, positive attributes, independence of a director, payment of Managerial
remuneration, and other related matters is at Annexure-2 attached to the Board's Report
which can be assessed at Company’s weblink;
http://Avw\v.novaironsteel.cum/pdrs/Rernuneration%20l>olicv.pdf.
PARTICULARS RELATING TO TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY &
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 134(3Xm) of the Act regarding conservation of Energy,
Technology Absorption, foreign exchange earnings and outgo is enclosed at Annexure - 3
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 auditor
monitor and evaluate the efficacy and adequacy of Internal Financial Control system in the
company, its compliance with operating system, accounting procedures and policy. Internal
Auditor submit his report to Audit committee yearly,
PARTICULARS OF LOAN, GUARANTEE, INVESTMENT OR PROVIDING SECURITY
During the financial year. Company has given loan However not 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, the Company has entered into contracts and arrangements
with related parties referred to in sub-section (1) of section 188 of the Companies Act,
2013. Accordingly, the disclosure of particulars of such contracts or arrangements in Form
AOC-2 is attached as an Annexure - 4 to the 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 2025-26.
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 dale of this Report except the Company has reduced its debt liabilities by
realization of assets.
RTSK MANAGEMENT POT,ICY
Board of Directors has adopted a Risk Management Policy/Plan for the Company, whereby,
risks are broadly categorized. The Policy outlines the parameters of identification,
assessment, monitoring and mitigation of various risks which are key to business
objectives which is also available at Company's
weblink:https://www.mivaironsteel.eonv'pdfs',Rriik%20Management%20PuIiev.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 affirming
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 organization. Independent Directors also held separate meeting to
evaluate annual performance of Chairperson 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, except Commercial Court, Raipur order for execution of Arbital Award,
PARTICULARS RELATING TO REMUNERATION OF EMPLOYEES OF THE COMPANY
Details pursuant to section 197(12) of the Act read with Rule 5(1) of Compames
(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 Notification dated 30.06.2016 detail of top ten employees
as attached to Board Report is at Annex ure-6.
CODE OF CONDUCT
Declaration pursuant to Regulation 34(3) of SF.BT (T.ODR) Regulations, 2015 in respect
of compliance with code of conduct by Whole Time Dircctor/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 Chairperson 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 webltnk:
https:/'fwww.novaironsteel.com,/pdfs/CSR%20J1olicv.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: littps://www.novaironstcel.com/pdfs/Vigil%20Mcchani3ni.pdr
.
Board’s Report in compliance of SEBI (LODR) Regulations, 2015.
CORPORATE GOVERNANCE
A report on Corporate Governance, a Certificate from the Company Secretary in Practice
regarding compliance of conditions of Corporate Governance, a certificate from Company
Secretary in Practice regarding Non - Disqualification of Directors and declaration by
CEO/CFO affirming compliance with code of conduct in terms of Regulations 27 of SEBI
(LODR) Regulations 2015 are appended at Annexure - 9, 10 and 12 to Board’s report.
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 arc 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 is committed to providing a safe and respectful workplace free from sexual
harassment.. In compliance with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints
Committee (ICC) to redress complaints related to sexual harassment.
The details as required under the Companies (Accounts) Rules, 2014 (as amended) fur the
financial year 2024-25 are as follows:
(a) Number of complaints of sexual harassment received during the year: NTT.
(b) Number of complaints disposed of during the year: NIL
(c) Number of cases pending as on the end of the financial year for more than 90 days:
NIL
The Company continues to promote awareness and training programs to ensure a safe and
inclusive workplace environment for all employees.
(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,
(v) Compliance with Maternity Benefit Act, 1961
The Company strictly adheres to the provisions of the Maternity Benefit Act, 1961,
ensuring that all eligible women employees are granted maternity leave and related
benefits as mandated by law.
During the financial year 2024-25, the Company has complied with all statutory
requirements under the Maternity Benefit Act including maternity leave, nursing breaks,
and protection of employment during maternity. The Company remains committed to supporting
the health and well-being of women employees and fostering a family-friendly workplace.
(vi) Disclosure under the Insolvency and Bankruptcy Code, 2016
During the financial year 2024-25, an application was filed by M/s Bhushan Power and
Sled Limited before the National Company Law Tribunal, Cuttack Bench, initiating the
Corporate Insolvency Resolution Process (CIRP) against the Company.
As of the end of the financial year, the application is pending before the NCLT.
Cuttack Bench. The Company is actively monitoring the proceedings and will continue to
comply with all applicable provisions under the Insolvency and Bankruptcy Code, 2016.
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 confidence reposed by them in the Company.
| Place: New Delhi |
For and on behalf of the Board |
| Date: 14/08/2025 |
(LLC. Verma) |
|
Chairperson |
|
DIN: 00007681 |
|