Nova Iron & Steel Ltd

To Members,

Nova Iron and Steel Limited

Registered office: Village-Dagori,

Tehsil-Belha, Distt. -Bilaspur Chhattisgarh

Your directors have pleasure in presenting the 32nd Annual Report together with Standalone Audited Accounts for the year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs )

PERFORMANCE

During the year under review, the Company has Gross Sales of Rs.568.96 crores as against Rs.703.09 crores in the previous year reflecting decline of 19.07% over the previous year. The company has incurred losses of Rs. 93.80 crores as compared to previous year Rs. 1.79 crores due to change in accounting policy in relation to depreciation and increase in borrowing cost of the company.

FUTURE OUTLOOK

Company is in the process of increasing the sponge iron production capacity from 500 TPD to 700 TPD with Captive Power Plant of 26 MW in phased manner.

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 Loss during the year, Board of Directors has not recommended Dividend for distribution. CHANGE IN NATURE OF BUSINESS

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

BOARD MEETINGS

During the financial year seven meetings of Board of Directors of the Company held including one Meeting of the Independent Directors.

AUDIT COMMITTEE

Composition of Audit Committee comprises of 3(three) members, Mrs. Palak Garg, Independent Director, Mr. Suraj Prakash Choudhary, Independent Director and Mr. Dinesh Kumar Yadav, Director. Mr. Suraj Prakash Choudhary 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 5 meetings of audit committee held and committee has reviewed related party transactions periodically.

During the year under review, Mrs. Sumiran Aggarwal, director and member of the Audit Committee has been resigned w.e.f 04.07.2023. Subsequently, Mrs. Palak Garg, was appointed as a member of Audit Committee in place of Mrs. Sumiran Aggarwal w.e.f. 14.08.2023.

EXTRACT OF ANNUAL RETURN

The draft Annual Return in form MGT-7 for the Financial Year 2023-24 as per the provisions of Companies Act, 2013 and Rules thereto, is available on the Company's website at https://www.novaironsteel.com/

AUDITORS AND AUDITORS' REPORTS

The Board of Directors have appointed M/s MNRS & Associates, Chartered Accountants, New Delhi (FRN: 018340N) as Statutory Auditors of the Company in Annual General Meeting held on 30/11/2022 for a term of 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, have given qualified opinions and the explanations of Board with respect to it in pursuant to section 134(3)(f) of Companies Act, 2013 are as follows:

Explanations to note on Basis for Qualified opinion of Independent Auditor's Report.

(a) 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) The company's outstanding borrowings as at 31-March-2024 are under disputes.

(d) Since the financials of die investee companies are not available for the year ended 31.03.2024 for valuation. However, valuation for the year ended 31.03.2023 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.

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 31/03/2024 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 14/08/2024 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 2024-25. Appropriate resolution seeking your ratification of the remuneration of Cost Auditors, is included in the Notice convening the 32nd Annual General Meeting of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Company's Board is duly constituted which is in compliance with the requirements of the Companies Act, and SEBI (LODR) Regulation, 2015.

Since the last financial year, the following changes have taken place in the Directorship/KMPs of the Company.

1. Ms. Sumiran Aggarwal has been resigned from the position from Independent Director w.e.f. 04/07/2023.

2. Ms. Palak Garg has been appointed as an Independent Director w.e.f. 14/08/2023.

However, after the closure of Financial Year 31st March, 2024 the following changes have taken place in the Directorship/KMPs of the Company.

1. Ms. Palak Garg has been resigned as an Independent Director w.e.f. 24/04/2024.

2. Mr. Suraj Prakash Choudhary has been resigned as an Independent Director w.e.f. 24/04/2024.

3. Mr. Gaurav Sharma has been appointed as an Independent Director w.e.f. 02/05/2024.

4. Ms. Kusum Naruka was appointed as the Independent Director w.e.f. 29/06/2024.

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(l)(b) of the SEBI Listing Regulations

b) they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act.

c) they are registered with the Independent Director's Databank maintained by the Indian Institute of Corporate Affairs.

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 fulfil the conditions specified in the Act and Listing Regulations and are independent of the management.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(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 31/03/2024 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 are reasonable and prudent so as to give a true and fair view of the state of affairs of die Company at die end of the financial year and of the profit of the Company for the year;

(c) the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis.

(e) the internal financial controls to be followed by the company were laid down and such internal financial controls were adequate and were operating effectively.

(f) proper systems to ensure compliance with the provisions of all applicable laws were devised. DIRECTOR IDENTIFICATION NUMBER (DIN)

Present Directors have obtained Director 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://www.novaironsteel.com/pdfs/Remuneration%20Policv.pdf.

PARTICULARS RELATING TO TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134(3)(m) of the Act regarding conservation of Energy, Technology Absorption, foreign exchange earnings and outgo is enclosed at Annexure - 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 die Company is adequate and commensurate with the nature of the business and size of the Company. The internal auditors 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 Auditors submit his report to Audit committee yearly.

PARTICULARS OF LOAN, GUARANTEE, INVESTMENT OR PROVIDING SECURITY

During the financial year, Company has neither given loan nor given guarantee nor provided security or made investment u/s 186 of the Act. (Please refer notes attached to financial statements of the Company in respect of investments of the Company).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, there is no contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013. Hence no disclosure in Form AOC-2 is required to be attached with Board's Report.

EMPLOYEES STOCK OPTION

Company has not issued Sweat Equity Shares or ESOP (Employees Stock Option) to its employees. LISTING

The Equity shares of the company are listed at Bombay Stock Exchange. The Company has paid listing fees to the Stock Exchange for the FY 2024-25.

BUY BACK OF SHARES

During the year, Company has not made buy back of its shares nor it has given any loan for purchase of its own shares.

MATERIAL CHANGE(S)

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of this Report.

RISK MANAGEMENT POLICY

Board of Directors has adopted a Risk Management Policy/Plan for the Company, whereby, risks are broadly categorized. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to business objectives which is also available at Company's weblink:httDs://www.novaironsteel.com/pdfs/Risk%20Management%2QPolicv.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 mid 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.

PARTICULARS RELATING TO REMUNERATION OF EMPLOYEES OF THE COMPANY

Details pursuant to section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is at Annexure -4 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 Annexure-5.

CODE OF CONDUCT

Declaration pursuant to Regulation 34(3) of SEBI (LODR) Regulations, 2015 in respect of compliance with code of conduct by Whole Time Director/CEO is at Annexure-6 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 weblink: https://www.novaironsteel.com/pdfs/CSR%20Policv.pdf.

The Annual Report on CSR activities as per Companies (Corporate Social Responsibility Policy) Rules, 2014 is at Annexure -7 attached to the Board's Report.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Company do not have Subsidiary or Associates or Joint Venture company. Therefore, consolidated financial statement in form AOC-1 annexed to the Board Report is not applicable.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Company has in place a composite ‘Vigil Mechanism' Policy/Whistle Blower Policy available to the employees and directors to blow the whistle/ highlight any fraud, irregularity, wrongdoing etc. which is also available at weblink: https://www.novaironsteel.com/pdfs/Vigil%20Mechanism.pdf.

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 -8,9 and 11 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 are being made to enhance safety standards and processes in order to minimize safety risks in all our operations.

(iii) SEXUAL HARASSMENT OF WOMEN

The Company has zero tolerance towards sexual harassment at the workplace. During the Financial Year 2023-24, the Company has received no complaints of sexual harassment.

(iv) INDUSTRIAL RELATIONS

Relations between the Management and its Employees/ Workmen have been cordial and management expressed their appreciation for the co-operation and dedication of the employees/workmen at all levels of the Company.

ACKNOWLEDGEMENTS

Your directors convey their sincere thanks to the Bankers, various departments in Central and State Governments and all others associated with the Company for their co-operation, continued support and confidence reposed by them in the Company.