To,
The Members,
Your directors take pleasure in presenting their Twentieth Annual Report
on the Business and Operations of the Company and the Accounts for the Financial Year
ended 31stMarch, 2024.
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of consolidated and standalone financial highlights for the financial year
ended March 31, 2024 and previous financial year ended March 31, 2023 is given below:
Standalone and Consolidated Financial Performance:
(Rs. in Millions)
Particulars |
Consolidated |
Standalone |
|
31-Mar-2024 |
31-Mar-2023 |
31-Mar-2024 |
31-Mar-2023 |
Total Income |
4242.70 |
5174.21 |
4242.70 |
5174.21 |
Less: Expenditure |
3458.12 |
4419.81 |
3458.96 |
4419.81 |
Profit before Depreciation |
784.58 |
754.4 |
784.58 |
754.4 |
Less: Depreciation |
58.42 |
64.42 |
58.42 |
64.42 |
Profit before Tax |
726.16 |
689.98 |
726.16 |
689.98 |
Provision for Taxation |
184.99 |
178.87 |
184.99 |
178.87 |
Profit after Tax |
574.08 |
539.97 |
541.17 |
511.11 |
Other Comprehensive Income |
- |
- |
- |
- |
Total Comprehensive Income |
- |
- |
- |
- |
Total Profit/Loss for the year attributable to: |
|
|
|
|
Owners of the Company |
- |
- |
- |
- |
Non-Controlling Interests |
- |
- |
- |
- |
Other Comprehensive Income for the year attributable to: |
|
|
|
|
Owners of the Company |
- |
- |
- |
- |
Non-Controlling Interests |
- |
- |
- |
- |
Total Comprehensive Income/Loss for the year attributable to: |
|
|
|
|
Owners of the Company |
- |
- |
- |
- |
Non-Controlling Interests |
- |
- |
- |
- |
Earnings Per Share (Face Value of 10) |
|
|
|
|
(1) Basic |
23.22 |
21.84 |
21.89 |
20.67 |
(2) Diluted |
23.22 |
21.84 |
21.89 |
20.67 |
Standalone
The Total Income of the Company stood at Rs.4242.70 Millions for the year ended March
31, 2024 as against Rs.5174.21Millions in the previous year. The Company made a Net Profit
of Rs.541.17 Millions for the year ended March 31, 2024 as compared to the Net Profit of
Rs.511.11Millions in the previous year.
Consolidated:
The Consolidated Total Income isRs.4242.70 Millions for the financial year ended March
31, 2024 as against Rs.5174.21Millions during the previous financial year. Consolidated
Net Profit is Rs. 574.08Millions for the year ended March 31, 2024 as compared to Rs.
539.97Millions in the previous year.
The consolidated financials reflect the cumulative performance of the Company together
with its Associate M/s Vraj Metaliks Private Limited.
2. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT,
2013:
The Board has decided not to transfer any amount to the reserve for the year under
review, however an amount of Rs.19,77,74,000 capitalised from the Reserves for Issue of
Bonus Shares.
3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:
As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a The Cash Flow
Statement is included as part of the financial statements in this Annual Report.
4. DIVIDEND:
The dividend policy for the year under review has been formulated taking into
consideration of growth of the company and to conserve resources, the Directors do not
recommend any dividend for year ended March 31, 2024.
5. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND
PROTECTION FUND:
The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013
requires dividends that are not encashed/ claimed by the shareholders for a period of
seven consecutive years, to be transferred to the Investor Education and Protection Fund
(IEPF). In FY 2023-24, there was no amount due for transfer to IEPF.
6. CHANGE IN NAME OF THE COMPANY:
During the year under review the Company has changed its name from Phil Ispat Private
Limited to Vraj Iron and Steel Private Limited on 29th September, 2023 and from
Vraj Iron and Steel Private Limited to Vraj Iron and Steel Limited on 31st
October, 2023 for the purpose of better representation of name in the market by the
members of the Company at their duly convened meeting.
7. SHARE CAPITAL:
The authorized share capital of the company is Rs. 40,00,00,000/- divided into
4,00,00,000 equity shares of Rs. 10/-
The paid-up share capital of the Company is Rs 24,72,17,500/- divided into
2,47,21,750Equity shares of Rs. 10/-
8. DEMATERIALISATION OF SHARES:
As on March 2024 all the shares of the Company isheld in dematerialized form. The
breakup of the equity shares held in dematerialized and physical form as on 31st
March 2024 is as follows:
MODE |
SHARES |
% OF CAPITAL |
Shares in Demat mode with NSDL |
0 |
0 |
Shares in Demat mode with CDSL |
2,47,21,750 |
100 |
Shares in Physical Mode |
0 |
0 |
Total |
2,47,21,750 |
100 |
Company has obtained ISIN (INE0S2V01010)from NSDL and CSDL for facilitating demat
services to its shareholders. Company has appointed M/sBigshare Services Private Limited
as the Registrar and Transfer Agent of the Company.
9. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review, in terms of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the "Listing Regulations") and is presented in a separate
section forming part of the Annual Report as"Annexure I".
10. CHANGE IN NATURE OF BUSINESS, IF ANY:
There has been no change in nature of business of the Company during the F.Y. 2023-24
under review, however company has expansion project.
11. DISCLOSURES BY DIRECTORS:
The Board of Directors has submitted Disclosure of interest in Form MBP-1 under Section
184(1)as well as intimation by directors in Form DIR-8 under Section 164(2) and
declarations as to compliance with the Code of Conduct of the Company.
Certificate of Non-Disqualification of Directors received from Nitin Agrawal &Co.,
Practicing Company Secretary is annexed to the Board's Report as "Annexure
II".
12. REMUNERATION POLICY:
The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of
the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy is provided in
Annexed to this Report as
" Annexure III".
13. MATERIAL CHANGES AND COMMITMENTS:
There have been material changes and commitments, which affect the financial position
of the Company during the year under review. However as on the date of this Report Company
has entered into share purchase agreement with the existing shareholder of Vraj Metaliks
Private Limited upto 49.90%and installation of 15MWp Solar Power Plant Implementation
Agreement with SR Corporate Consultant Private Limited.
Further following are the material changes happened during the year under review:
During the Year, the Company has increased its Authorised share capital from Rs.
5,00,00,000 (Rupees Five Crores) to Rs. 40,00,00,000 (Rupees Forty Crores) at EOGM held on
29th September, 2023.
The Company has made Issue of Bonus Equity Shares of 1,97,77,400 (One Crore
Ninety-Seven Lakhs Seventy-Seven Thousand Four Hundred) Bonus Equity Shares of Rs. 10/-
(Rupees Ten only) each in the Proportion of 4:1 at EOGM held on 29th September,
2023.
During the Year, the Company has changed its Name from Phil Ispat Private Limited to
Vraj Iron and Steel Private Limited by-passing Special Resolution at EOGM held on 29th
September, 2023.
During the Year, the Company has made Certain Additions in Object clause of the
Memorandum of Association and Altered the Memorandum of Association and adopted Table A
Schedule I and Further the Company has Adopted New Set of Article of Association as per
Table F, Schedule I of Companies Act, 2013 at EOGM held on 29th September,
2023.
During the Year, the Company has Converted from Private Limited Company to Public
Company at EOGM held on 31st October, 2023, in addition the Company has made
Alteration in the Memorandum of Association and in Article of Association by changing the
name of the company from Vraj Iron and Steel Private Limited to Vraj Iron and Steel
Limited.
The Members of the Company in pursuance to Section 180(1)(a) of the Companies Act, 2013
has passed the Special resolution in the EOGM held on 10th November, 2023 to
sell, lease or otherwise dispose of the whole or substantially the whole of the
Undertaking of Company. Further, Special Resolution was also passed U/s 180(1)(c) of the
Companies Act, 2013 to increase the Borrowing Limit up to Rs. 1,000 Cr.
The Members of the Company in Pursuance to Section 185 of the Companies Act, 2013 has
passed Special Resolution in the EOGM held on 10th November, 2023 for the
Approval of giving loan or guarantee or providing security in connection with loan availed
by any person in whom any of the Director of the Company is interested up to a sum not
exceeding Rs. 1,000 Cr (Rupees One Thousand Crores).
The Members of the Company in Pursuance to Section 186 of Companies Act, 2013 has
passed Special Resolution in the EOGM held on 10th November, 2023 for granting
loans and investments up to an amount not exceeding Rs. 1,000 Cr (Rupees One Thousand
Crores)
The Members of the Company in Pursuance to Section 188 of Companies Act, 2013 has
passed Special Resolution in the EOGM held on 10th November, 2023 to approve
the Related Party Transactions in the Ordinary course of Business of the Company.
During the Year, the Company has made Certain Alteration in Article of Association by
Adding new
Articles in the Others' at EOGM held on 10th November, 2023.
The Members of the Company in Pursuance to Section 23, 62(1)(C) and applicable
Provision of Companies Act, 2013 has passed Special Resolution in the EOGM held on 21st
December, 2023 to Approve Initial Public Offer of the Equity Shares of the Company.
During the Year, the Company has made all the Arrangement pertaining to Listing on
Recognised Stock Exchange and enacted all the Necessary Policies which is duly approved by
Board of Directors of the Company.
On 20th March, 2024, the Company has obtained In-principle Approval from the
Recognised Stock Exchange i.e, National Stock Exchange and Bombay Stock Exchange for
getting its Equity shares listed on the said exchanges.
14. EXTRACT OF ANNUAL RETURN:
The Annual Return of the Company as on March 31, 2024 is available on the website of
the Company https://www.vrajtmt.in/investor.php?investor=2
15. CHANGE IN SHARE CAPITAL:
During the year the company has increased its authorized share capital from Rs.
5,00,00,000/- (Rupees Five Crore) divided into 50,00,000 equity shares of Rs. 10/- each to
Rs. 40,00,00,000/- (Rupees Forty Crore) divided into 4,00,00,000 equity shares of Rs. 10/-
each by creation of additional 3,50,00,000 (Three Crore Fifty lakh)Equity Shares of Rs.
10/- (Rupees Ten only) each in the Extra-Ordinary General Meeting held on 29th
September, 2023.
As known to all of us, all the above proposals were duly passed in the Extra-Ordinary
General Meeting and it was resolved to alter the Memorandum and Articles of Association.
All the formalities regarding alterations have been duly completed.
16. ALLOTMENT:
During the year, the Company has allotted following equity Shares:
Allotment of 1,97,77,400 Equity Shares of Rs 10/- each per share on 29/09/2023
as bonus issue of shares.
Due to the above allotment the paid-up capital has been increased from Rs.
4,94,43,500/- to Rs. 24,72,17,500/-
17. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Familiarization programme for independent director under clause 25(7) during the year
was not applicable. However, the Independent Directors attended one familiarization
programme designed to enhance their understanding of the Company and their roles including
the following:
(a) nature of the industry in which the company operates; (b) business model of the
company; (c) roles, rights, responsibilities of independent directors; and (d) any other
relevant information.
As a practice, all Directors (including Independent Directors) inducted to the Board go
through a structured orientation programmed. Presentations are made by Senior Management
giving an overview of the operations, to familiarise the new Directors with the Company's
business operations. The Directors are given an orientation on the products of the
business, group structure and subsidiaries, Board constitution and procedures, matters
reserved for the Board, and the major risks and risk management strategy of the Company.
During the year under review, the following directors were inducted to the Board as
Independent Director:
(a) Mrs. Sanjeeta Mohta (w.e.f. November 10th2023)
(b) Mr. Sumit Deb (w.e.f. December19th2023)
(c) Mr.Pramod Kumar Vaswani (w.e.f. December19th 2023)
During the year under review, the Independent Directors attended one familiarization
programme designed to enhance their understanding of the Company and their roles.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company has a right mix of Board of Directors. The Structure and Composition of
Board has optimum number of executive and non-executive directors and key Managerial
Personnel's to have good governance and to carry out the Board Functions efficiently and
effectively.
i. Composition of the Board
Sr. No. Name |
Designation |
Date of Appointment |
1 Mr. Vijay Anand Jhanwar |
Chairman and Managing Director |
07/04/2012 |
2 Mr. Prasant Kumar Mohta |
Whole time Director |
26/08/2013 |
3 Mr. Praveen Somani |
Whole time Director |
07/09/2021 |
4 Mrs. Sanjeeta Mohta |
Non Executive Independent Director |
10/11/2023 |
5 Mr. Sumit Deb |
Non Executive Independent Director |
19/12/2023 |
6 Mr. Pramod Kumar Vaswani |
Non Executive Independent Director |
19/12/2023 |
ii. Change in Directors and designation:
The Board of Directors of the Company is duly constituted with a proper balance of
Executive Directors, Non-Executive Directors, and Independent Directors. All changes in
the composition of the Board during the period under review were carried out in compliance
with the provisions of the Companies Act, 2013.
*During the period under review, and as of the date of this report, the following
changes occurred in the composition of the Board of Directors:
Sr No. Name of Director |
Category of Director |
Date of Appointment/ Cessation |
Reason of change |
1 Mr. Vijay Anand Jhanwar |
Managing Director |
November10th2023 |
To form Board composition Appointed as Chairman and Managing Director |
2 Mrs. Sanjeeta Mohta |
Non-Executive - Independent Director |
November 10th2023 |
Appointment |
3 Mr. Sumit Deb |
Non-Executive - Independent Director |
December 19th2023 |
Appointment |
4 Mr. Pramod Kumar Vaswani |
Non-Executive - Independent Director |
December 19th 2023 |
Appointment |
During the year under reviewand as of the date of this report, the following directors
were re-appointed:
(A) Mr. Prasant Kumar Mohta(DIN:06668452) has been Re-Appointed as Whole Time Director
of the Company, for a period of 5 (five) years i.e. with effect from June 17, 2024 up to
June 16, 2029.
iii. Committees of Board of Directors
To ensure focused oversight and effective governance, the Board of Directors has
established several committees. These committees are composed of board members and are
tasked with specific responsibilities that support the board's overall mission. The
committees are as follows:
(A) Audit Committee
The details with regard to the composition of the Committees of the Board as on 31st
March 2024.
Sr. No. Name of Committee members |
DIN |
Category |
Position in the committee |
1 Mrs. Sanjeeta Mohta |
07786544 |
Non-Executive - Independent Director |
Chairman |
2 Mr. Vijay Anand Jhanwar |
00826103 |
Chairman and Managing Director |
Member |
3 Mr. Pramod Kumar Vaswani |
01627359 |
Non-Executive - Independent Director |
Member |
(B) Nomination and remuneration committee
The details with regard to the composition of the Committees of the Board as on 31st
March 2024.
Sr. No. Name of Committee members |
DIN |
Category |
Position in the committee |
1 Mr. Sumit Deb |
08547819 |
Non-Executive - Independent Director |
Chairman |
2 Mrs. Sanjeeta Mohta |
07786544 |
Non-Executive - Independent Director |
Member |
3 Mr. Pramod Kumar Vaswani |
01627359 |
Non-Executive - Independent Director |
Member |
(C) Stakeholders Relationship Committee
The details with regard to the composition of the Committees of the Board as on 31st
March 2024
Sr. No. Name of Committee members |
DIN |
Category |
Position in the committee |
1 Mr. Pramod Kumar Vaswani |
01627359 |
Non-Executive - Independent Director |
Chairman |
2 Mr. Prashant Kumar Mohta |
06668452 |
Whole time Director |
Member |
3 Mr. Vijay Anand Jhanwar |
00826103 |
Chairman and Managing Director |
Member |
(D) Corporate Social Responsibility Committee
The details with regard to the composition of the Committees of the Board as on 31st
March 2024
Sr. No. Name of Committee members |
DIN |
Category |
Position in the committee |
1 Mr. Vijay Anand Jhanwar |
00826103 |
Chairman and Managing Director |
Chairman |
2 Mr. Praveen Somani |
09297084 |
Whole time Director |
Member |
3 Mrs. Sanjeeta Mohta |
07786544 |
Non-Executive - Independent Director |
Member |
The details with regard to the composition of the Committees of the Board and the
number of meetings held during the year of such Committees, as required under the SEBI
Listing Regulations, is separately provided in the Annual Report, as part of the Report on
Corporate Governance Annexed to this Report as "Annexure IV".
iv. Independent Directors
Our Company has received annual declarations from all the Independent Directors of the
Company confirming that they meet with the criteria of Independence provided in Section
149(6) of the Companies Act, 2013 and there has been no change in the circumstances, which
may affect their status as Independent Director during the year.
During the year under review, the Independent Directors held their separate meeting on
18/03/2024 inter alia, to discuss:
- Review the performance of the Non-Independent Directors.
- Review the performance of the committees and Board as a whole.
- Review the performance of the Chairman of the Company, taking into account the views of
Executive Directors and Non-Executive Directors.
- Assess the quality, quantity and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably
perform their duties
v. Retirement by Rotation of the Directors
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Praveen Somani (09297084), Executive Director of the
Company, retires by rotation and offers himself for re- appointment.
The brief resume of Mr. Praveen Somani, the nature of his expertise in specific
functional areas, names of the companies in which he has held directorships, her
shareholding etc. are furnished in the Annexure - A to the notice of the ensuing
AGM.
19. KEY MANAGERIAL PERSONNEL:
During the period under review and as on the date of Report, the Key Managerial
Personnel (KMP) of the Company, appointed under the provisions of Section 203 of the
Companies Act, 2013, are as follows:
(a) Mr. Shriram Verma (Chief Financial Officer)
(b) Ms. Priya Namdeo (Company Secretary & Compliance Officer)
During the period under review, the following changes in Key Managerial Personnel
occurred:
(a).Mr. Shriram Verma was appointed as the Chief Financial Officer of the Company
effective from December 01, 2023
(b) Ms. Priya Namdeowas appointed as the Company Secretary & Compliance Officer of
the Company effective from December 01, 2023.
20. BOARD MEETINGS:
During the year, Twenty-SevenBoard Meetings were convened and duly held. The details of
which are given in the Corporate Governance Report annexed to this Report as "Annexure
IV". which forms part of this report. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013.
21. BOARD EVALUATION:
Your Board has devised an Evaluation Policy for evaluating the performance of the
Board, its Committees, Executive Directors, and Independent Directors. Based on the same,
the performance was evaluated for the financial year ended March 31, 2024. As part of the
evaluation process, the performance of Non- Independent Directors, the Chairman and the
Board was conducted by the Independent Directors. The performance evaluation of the
respective Committees and that of Independent and Non- Independent Directors was done by
the Board excluding the Director being evaluated.
The policy inter alia provides the criteria for performance evaluation such as Board
effectiveness, quality of discussion, contribution at the meetings, business acumen,
strategic thinking, time commitment, and relationship with the stakeholders, corporate
governance practices, contribution of the committees to the Board in discharging its
functions etc.
The Board carried out formal annual evaluation of its own performance and that of its
Committees viz., the
Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration
Committee (NRC).
The Board also carried out the performance evaluation of all the individual directors
including the Chairman of the Company. Additionally, NRC also carried out the evaluation
of the performance of all the individual directors and Chairman of the Company. The
performance evaluation was carried out by way of obtaining feedback from the Directors
through a structured questionnaire prepared in accordance with the policy adopted by the
Board and after taking into consideration the Guidance Note on Board Evaluation issued by
Securities and Exchange Board of India.
The feedback received from the Directors through the above questionnaire was reviewed
by the Chairman of the Board and the Chairman of the NRC and then discussed the same at
the meetings of the Board and NRC respectively. The performance evaluation of the
Chairman, Whole Time Director and the Board as a whole was carried out by the Independent
Directors at their separate meeting.
22. CORPORATE SOCIAL RESPONSIBILITY:
The Company has duly constituted a CSR committee of the Board , the Powers, Rolls, and
Terms of reference of the CSR committees is in accordance with the provision of Section
135 of The Companies Act, 2013 and the policy framed as per amendments inserted and the
same has been disclosed on the website of the Company at https://www.vrajtmt.in/
The detailed Composition of members of the CSRCommittee at present as given below:
Sr. No. Name of Committee members |
DIN |
Category |
Position in the committee |
1 Mr. Vijay Anand Jhanwar |
00826103 |
Chairman and Managing Director |
Chairman |
2 Mr. Praveen Somani |
09297084 |
Whole time Director |
Member |
3 Mrs. Sanjeeta Mohta |
07786544 |
Non-Executive - Independent Director |
Member |
The Annual report on CSR activities initiated and undertaken by the Company during the
year under review is annexed herewith as an Annexure V.
23. AUDITORS:
i. Statutory Auditors:
Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter,
M/s. Amitabh Agrawal & Co (FRN: 006620C) has been appointed as Statutory Auditor of
the Company for a period of five years from the financial year 2023-24 to financial year
2027-28 i.e. till conclusion of the Annual General Meeting to be held in the year 2028,
after obtaining a certificate from M/s. M/s. Amitabh Agrawal & Co (FRN: 006620C) to
the effect that if their appointment is made, the same would be within the limits
prescribed under Section 141 (3) (g) of the Companies Act, 2013 and that they are not
disqualified for re-appointment and also satisfies the criteria as mentioned under Section
141.
ii. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the Company has
appointed Nitin Agrawal & Co. a firm of Company Secretaries in Practice (CP No.
11931), to undertake the Secretarial Audit of the Company for the 03 (Three) consecutive
F.Y. i.e. from 2023-24 to 2025-26. The Secretarial Audit Report for F.Y. 2023-24 is
annexedherewith as"Annexure VI".
iii. Cost Auditor:
The provisions of section 148 of Companies Act, 2013 read with Companies (Cost Record
and Audit) Rules, 2014 are applicable to the company for maintenance of cost record as the
item manufactured by the company falls under non-regulated sector, Table B of the said
rules, and the same are maintained.
Further the Company has duly appointed M/s Sanat Joshi& Associates, Cost Accountant
(FRN: 000506) as the Cost Auditor for the audit of cost Records maintained by the Company.
iv. Internal Auditor:
The Board of Directors of the Company and pursuant to the provisions of section 138 of
the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s Amit Kumar
Agrawal & Co. Chartered Accountants,(FRN:024556C) Raipur as the Internal Auditors of
your Company for the 03 (Three) consecutive F.Y. i.e. from 2023-24 to 2025-26.The Internal
Auditor conducts the internal audit of the functions and operations of the Company and
reports to the Audit Committee and Board.
24. AUDITOR'S REPORT:
i. Statutory Auditors Reports
The Statutory Auditor has given opinion on their Audit Report as "In our opinion
and according to the information and explanations given to us, the company has used
software for maintaining its books of accounts and the said software does not have audit
trail (edit log) feature and as such there is no question of maintaining of audit trail
(edit log) feature and tampering thereof."
The Boards explanation on the Statutory Auditor's opinion is:
"The Software used by the company for maintaining its books of accounts does not
have audit trail (edit log) feature although the management of the Company has numerous
times endeavored to procure the upgraded version of the software currently used while the
concerned software providers were not able to provide the same. Your directors also tried
to procure comparative software with audit trial (edit log) feature but were not satisfied
with the functioning of the same and as such search is still not complete. But that does
not imply failure or material weakness in the operating effectiveness of the software put
to use by the company and the company is planning to procure and employ the software with
audit trial (edit log) feature at the earliest possible time.
ii. Secretarial Auditor Report
Secretarial Auditor's Report does not contain any qualifications, reservations or
adverse remarks. Report of the Secretarial Auditor is given as an Annexure, which forms
part of this report.
iii. Internal Auditor Report
Internal Auditor Report does not contain any qualifications, reservations or adverse
remarks or disclaimers.
Certification by CFO under Regulation 17(8) of the Listing Regulation is annexed to the
Board's Report as
" Annexure VII
25. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:
As on March 31, 2024, the Company has a holding company i.e. Gopal Sponge And Power
Private Limited and M/s Vraj Metaliks Private Limited is an associate company of Vraj Iron
and Steel Limited. Details of the associate company are provided in the form AOC-1 is
annexed herewith as Annexure VIII Further, the company has no subsidiaries or joint
venture companies, during the period under review.
26. VIGIL MECHANISM:
In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for Directors and Employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company at
https://www.vrajtmt.in/investor-sub.php?investor=11
27. INTERNAL AUDIT & CONTROLS:
Pursuant to provisions of Section 138 read with rules made there under, the Board has
appointed M/s Amit Kumar Agrawal& Co., Chartered Accountants, (FRN. 024556C)as an
Internal Auditors of the Company for the year under review, to check the internal controls
and functioning of the activities and recommend ways of improvement. The Internal Audit is
carried out on quarterly and half yearly basis; the report is placed in the Audit
Committee Meeting and the Board Meeting for their consideration and direction.
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observation has been received from the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants and the reviews performed by management and
the relevant board committees, including the audit committee, the board is of the opinion
that the Company's internal financial controls were adequate and effective during the
financial year 2023-24.
28. RISK ASSESSMENT AND MANAGEMENT:
Your Company has been on a continuous basis reviewing and streamlining its various
operational and business risks involved in its business. Your Company also takes all
efforts to train its employees from time to time to handle and minimize these risks.
29. LISTING WITH STOCK EXCHANGES:
During the year under review your Company has filed DRHP on December 28 2023, to issue
fresh shares in public and listed on July 03, 2024 at BSE Limited and NSE of India Limited
(Main Board).
30. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1
& SS-2 on Meetings of the Board of Directors and General Meetings respectively.
31. POLICIES AND DISCLOSURE REQUIREMENTS:
In terms of provisions of the Companies Act, 2013 the Company has adopted policies
which are available on its website http://www.vrajtmt.in
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy and technology absorption under section
134(3Xm), of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as
follows: i. Conservation of Energy
The company is putting continues efforts to reduce the consumption of energy and
maximum possible saving of energy.
a. The steps taken by the company for utilizing alternate sources of energy:-
The Company has used alternate source of energy, whenever and to the extent possible
b. The capital investment on energy conservation equipments:- NIL
ii. Technology absorption
a. The effort made towards technology absorption:- No specific activities have been
done by the Company.
b. The benefits derived like product improvement, cost reduction, product development
or import substitution:- No specific activity has been done by the Company
c. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year:- NA
iii. The expenditure incurred on Research and Development Not Applicable.
iv. Foreign exchange earnings and Outgo
The Company did not have any foreign exchange earnings or outgo during the financial
year under review.
33. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:
The company has made requisite disclosure as required pursuant to section 186 under the
provision of the Companies Act,2013 during the year. The required details form the part of
Financial Statements and disclosed in the Independent Audit Report as on 31st
March 2024.
34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered into with related parties as defined under the Act during the
FY were in the ordinary course of business and on an arm's length pricing basis and do not
attract the provisions of Section 188 of the
Act. There were no materially significant transactions with the related parties during
the FY which were in conflict with the interest of the Company and A statement in Form
AOC-2 pursuant to the provisions of clause
(h) of sub-section (3) of section 134 of the Act read with sub-rule (2) of rule 8 of
Companies (Accounts) Rules, 2014 is furnished in Annexure IX. Suitable disclosure
as required by the Accounting Standard (AS 18) has been made in the notes to the Financial
Statements.
35. DEPOSITS:
Your Company did not accept / hold any deposits from public / shareholders during the
year under review.
36. PREVENTION OF INSIDER TRADING:
During the year under review Code of Conduct for Prevention of Insider Trading"
("the Insider Trading Code") and Code of Practice and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information ("the Code") in line with
the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 was not applicable
to the Company, However in compliance with the provisions of the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company
has formulated and adopted "Code of Conduct for Prevention of Insider Trading"
("the Insider Trading Code"). The object of the
Insider Trading Code is to set framework, rules and procedures which all concerned
persons should follow, while trading in listed or proposed to be listed securities of the
Company. And the Company has also adopted the Code of Practice and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information ("the Code") in line with
the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is
available on the Company's website www.vrajtmt.in
37. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company's operations in future.
However, company had received in-principal approval on 20th March, 2024,
from recognized stock exchange BSE & NSE for getting its shares listed in the said
exchanges.
38. FRAUD REPORTING:
There have been no frauds reported by the Auditors of the Company to the Audit
Committee or the Board of Directors under sub-section (12) of section 143 of the Companies
Act, 2013 during the financial year.
39. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN 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 the Workplace (Prevention, Prohibition &
Redressal) Act, 2013and an Internal
Complaints Committee has been set up to redress complaints received regarding Sexual
Harassment at workplace, with a mechanism of lodging & redress the complaints. All
employees (permanent, contractual, temporary, trainees, etc.) are covered under this
policy.
Your Directors further state that pursuant to the requirements of Section 22 of Sexual
Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read
with Rules there under, the Company has not received any complaint of sexual harassment
during the year under review.
40. CORPORATE GOVERNANCE:
Pursuant to SEBI (LODR) Regulations, 2015, the Report on Corporate Governance during
the period under review with the Certificate issued by M/s Nitin Agrawal and Co.,
Practicing Company Secretaries, on compliance in this regards forms part of this Annual
Report as "Annexure X".
41. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, con rm that:
i. In the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures.
ii. They 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 nancial year and of the pro t of the Company for that period.
iii. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
iv. They have prepared the annual accounts on a going concern basis.
v. They have laid down internal nancial controls to be followed by the Company and such
internal nancial controls are adequate and operating effectively.
vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal nancial controls and compliance systems established
and maintained by the Company, work performed by the internal, statutory and secretarial
auditors and external consultants and the reviews performed by management and the relevant
board committees, including the audit committee, the board is of the opinion that the
Company's internal nancial controls were adequate and effective during the nancial year
2023-24.
42. INTERNALFINANCIAL CONTROLS:
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants and the reviews performed by management and
the relevant board committees, including the audit committee, the board is of the opinion
that the Company's internal financial controls were adequate and effective during the
financial year 2023-24.
43. GENERAL:
There were no transactions with respect to following matters during the year:
1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. 2.
There was no instance of one-time settlement with any Bank or Financial Institution.
44. CAUTIONARY STATEMENTS:
Statements in this Annual Report, particularly those which relate to Management
Discussion and Analysis as explained in the Corporate Governance Report, describing the
Company's objectives, projections, estimates and expectations may constitute forward
looking statements' within the meaning of applicable laws and regulations. Actual results
might differ materially from those either expressed or implied in the statement depending
on the circumstances.
45. ACKNOWLEDGEMENTS:
Your directors would like to express deep sense of appreciation for the assistance and
co-operation received from the Financial Institutions, Banks, Government Authorities and
Shareholders and for the devoted service by the Executives, staff and workers of the
Company. The Directors express their gratitude towards each one of them.
By Order of the Board of Directors |
|
FOR VRAJ IRON AND STEEL LIMITED |
|
Vijay Anand Jhanwar |
Prasant Kumar Mohta |
(Managing Director) |
(Whole time Director) |
DIN: 00826103 |
DIN: 06668452 |
Place: Raipur |
|
Date: Tuesday, September 03, 2024 |
|