Jayaswal Neco Balance Sheet 2021
Jayaswal Neco Balance Sheet 2021
Jayaswal Neco Balance Sheet 2021
To
Manager (Listing), Manager (Listing),
National Stock Exchange of India, Department of Corporate Services,
Exchange Plaza, 5th Floor, BSE Limited,
Plot No. C11, G Block, Phiroze Jeejeebhoy Towers,
Bandra Kurla Complex, Dalal Street, Fort,
Bandra (E), Mumbai-400051 Mumbai - 400001
Dear Sirs,
The Annual Report for the financial year 2020-21 is also being made available on the
website of the Company www.necoindia.com .
We request you to take this on record.
Thanking You,
Yours Faithfully,
Encl.: A/a
48
th
Annual Report
2020-2021
BASANT LALL SHAW
CHAIRMAN
BOARD OF DIRECTORS : Shri Basant Lall Shaw Chairman
Shri Arvind Jayaswal Managing Director & CEO (Foundry Division)
Shri Ramesh Jayaswal Joint Managing Director & CEO (Steel Plant Division)
Shri B. K. Agrawal Independent Director
Shri Arvind Iyer Independent Director
(Ceased w.e.f. 12/11/2021)
Shri R. P. Mohanka Independent Director
Shri Ashwini Kumar Independent Director
(Appointed w.e.f. 14/08/2021)
Smt. Kumkum Rathi Independent Director
(Appointed w.e.f. 21/10/2021)
Shri Manoj Shah Independent Director
(Appointed w.e.f. 21/10/2021)
Shri Vinod Kathuria Independent Director
(Appointed w.e.f. 11/11/2021)
Shri Davinder Chugh Director (Nominee- ACRE)
(Appointed w.e.f. 11/11/2021)
Shri Atul Gupta Director (Nominee- ACRE)
(Appointed w.e.f. 11/11/2021)
Shri P. K. Bhardwaj Executive Director and CFO
Shri M. P. Singh Executive Director (Steel) & COO (Steel Plant Division)
1
48th Annual Report 2020-2021
NOTICE
NOTICE is hereby given that the 48 Annual General Meeting (“AGM”) of the members of Jayaswal Neco Industries
th
Limited (“JNIL”) will be held on Thursday, the 30th day of December, 2021 at 12:30 P.M. through Video Conferencing
(“VC”) or Other Audio-Visual Means (“OAVM”) to transact the following business:
ORDINARY BUSINESS
1. To consider and adopt the Audited Financial Statements of the Company for the Financial Year ended
31st March, 2021 and the reports of the Board of Directors and Auditors thereon.
2. To appoint a Director in place of Shri Megh Pal Singh (DIN: 02635073), who retires by rotation at this Annual
General Meeting and being eligible offers himself for re-appointment.
3. To appoint a Director in place of Shri Ramesh Jayaswal (DIN: 00249947), who retires by rotation at this Annual
General Meeting and being eligible offers himself for re-appointment.
4.
To appoint M/s. Chaturvedi & Shah LLP, Chartered Accountants, Mumbai as Joint Statutory Auditors of the Company.
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 139 and 142 of the Companies Act, 2013 and rules made
thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and
pursuant to the recommendation of the Audit Committee of the Company, M/s. Chaturvedi & Shah LLP, Chartered
Accountants, Mumbai (Registration No. 101720W/W100355), be and are hereby appointed as the Joint Statutory
Auditors of the Company from the conclusion of this Meeting (48th AGM) to hold such office for a period of 5 (Five)
years till the conclusion of the Annual General Meeting (53rd AGM) of the Company to be held for the financial year
2025-26 at such remuneration as shall be fixed by the Board of Directors of the Company.”
SPECIAL BUSINESS
5.
Appointment of Shri Ashwini Kumar (DIN: 07694424) as an Independent Director.
To consider and if thought fit, to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable
provisions of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules,
2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Shri Ashwini Kumar (DIN: 07694424 ), who was
appointed by the Board of Directors of the Company as an Additional and Independent Director of the Company and
whose term of appointment as additional director expires at this meeting (48th AGM) be and is hereby appointed as
an Independent Director of the Company, not liable to retire by rotation, for a term of 3 (Three) consecutive years
w.e.f. 14th August, 2021.”
“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts and take all
such steps as may be necessary, proper or expedient to give effect to this resolution.”
6.
Appointment of Smt. Kumkum Rathi (DIN: 03128864) as an Independent Director.
To consider and if thought fit, to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable
provisions of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules,
2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Smt. Kumkum Rathi (DIN: 03128864), who was
appointed by the Board of Directors of the Company as an Additional and Independent Director of the Company and
whose term of appointment as additional director expires at this meeting (48th AGM) be and is hereby appointed as
an Independent Director of the Company, not liable to retire by rotation, for a term of 3 (Three) consecutive years
w.e.f. 21st October, 2021.”
“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts and take all
such steps as may be necessary, proper or expedient to give effect to this resolution.”
2
7.
Appointment of Shri Manoj Shah (DIN:00010473) as an Independent Director.
To consider and if thought fit, to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable
provisions of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules,
2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Shri Manoj Shah (DIN:00010473), who was appointed
by the Board of Directors of the Company as an Additional and Independent Director of the Company and whose
term of appointment as additional director expires at this meeting (48th AGM) be and is hereby appointed as an
Independent Director of the Company, not liable to retire by rotation, for a term of 3 (Three) consecutive years w.e.f.
21st October, 2021.”
“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts and take all
such steps as may be necessary, proper or expedient to give effect to this resolution.”
8.
Appointment of Shri Vinod Kathuria (DIN: 06662559) as an Independent Director.
To consider and if thought fit, to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable
provisions of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules,
2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Shri Vinod Kathuria (DIN: 06662559), who was
appointed by the Board of Directors of the Company as an Additional and Independent Director of the Company and
whose term of appointment as additional director expires at this meeting (48th AGM) be and is hereby appointed as
an Independent Director of the Company, not liable to retire by rotation, for a term of 3 (Three) consecutive years
w.e.f. 11th November, 2021.”
“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts and take all
such steps as may be necessary, proper or expedient to give effect to this resolution.”
9.
Appointment of Shri Davinder Kumar Chugh (DIN:09020244) as a Nominee Director.
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Article 310 of the Articles of Association of the Company and
applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s)
or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Shri Davinder Kumar Chugh (DIN:09020244), who was appointed by the Board of Directors of
the Company as an Additional and Nominee Director of the Company and whose term of appointment as additional
director expires at this meeting (48th AGM) be and is hereby appointed as a Nominee Director of the Company, not
liable to retire by rotation.”
“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts and take all
such steps as may be necessary, proper or expedient to give effect to this resolution.”
10. Appointment of Shri Atul Gupta (DIN:09314224) as a Nominee Director.
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Article 310 of the Articles of Association of the Company and
applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s)
or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Shri Atul Gupta (DIN:09314224), who was appointed by the Board of Directors of the Company
as an Additional and Nominee Director of the Company and whose term of appointment as additional director
expires at this meeting (48th AGM) be and is hereby appointed as a Nominee Director of the Company, not liable to
retire by rotation.”
“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts and take all
such steps as may be necessary, proper or expedient to give effect to this resolution.”
3
48th Annual Report 2020-2021
11. To designate Shri Arvind Jayaswal, Managing Director & CEO (DIN:00249864) of the Company as a Director
whose period of office shall be liable to retire by rotation.
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT Shri Arvind Jayaswal (DIN:00249864), who was appointed as a Director whose office is not
liable to retire by rotation be and is hereby re-designated as a director liable to retire by rotation as per the provisions
of Section 152 of the Companies Act, 2013.”
“RESOLVED FURTHER THAT all other terms and conditions of his appointment shall remain the same and there will
be no change in consequence to the above re-designation.”
“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts and take all
such steps as may be necessary, proper or expedient to give effect to this resolution.”
12. To ratify the remuneration of Cost Auditors for the financial year ending 31st March, 2022.
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force), consent of the members of the Company be and hereby accorded
for the payment of remuneration of Rs.1,43,750/- (Rupees One Lakh Forty-Three Thousand Seven Hundred and
Fifty Only) for Cost Audit and Rs.9,000/- (Rupees Nine Thousand Only) for XBRL documents preparation plus
applicable taxes and reimbursement of out of pocket expenses on actual basis to M/s. Manisha & Associates, Cost
Accountants to conduct the audit of the cost records of the Company for the Financial Year ending 31st March, 2022.”
“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such
acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”
4
5. The Members can join the AGM in the VC/OAVM mode 30 minutes before and within 15 Minutes after the scheduled
time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of
participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served
basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters,
Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination
and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend
the AGM without restriction on account of first come first served basis.
6. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning
the quorum under Section 103 of the Companies Act, 2013.
7. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, particulars of Directors
seeking re-appointment at this meeting are annexed hereto.
8. Since explanatory statement is not applicable for item no 4 of notice following note is given for information of
members.
Appointment of M/s. Chaturvedi & Shah LLP, Chartered Accountants, Mumbai as Joint Statutory Auditors of the Company:
M/s. Pathak H. D. & Associates LLP, Chartered Accountants, Mumbai were appointed as the Joint Statutory Auditors
of the Company by the Shareholders in the Annual General Meeting (AGM) of the Company held on 29th September,
2016 for a period of 5 (Five) years till the conclusion of the AGM to be held in the year 2021. Their term of appointment
expires at the ensuing AGM. On recommendation of Audit Committee, it is proposed to consider the appointment
of M/s. Chaturvedi & Shah LLP, Chartered Accountants, Mumbai (Registration No.101720W/W100355) as the Joint
Statutory Auditors in place of M/s. Pathak H. D. & Associates LLP, Chartered Accountants. The Company has
received consent and eligibility certificate from M/s. Chaturvedi & Shah LLP, Chartered Accountants. Members are
requested to approve the appointment of M/s. Chaturvedi & Shah LLP, Chartered Accountants as the Joint Statutory
Auditors of the Company from the conclusion of the ensuing AGM to hold such office for a period of 5 years till the
conclusion of the AGM to be held for the financial year 2025-2026. None of the Directors, Key Managerial Personnel
and relatives thereof are in any way, concerned or interested, financially or otherwise, in the resolution at item no. 4
of the notice.
Disclosure under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Proposed statutory audit fee The fees payable to M/s. Chaturvedi & Shah LLP, Chartered
payable to auditors Accountants will be same as payable to M/s. Pathak H. D. &
Associates LLP, Chartered Accountants, subject to review and
consequent change by the Audit Committee and the Board every
year and as mutually agreed with the auditors. Fees for statutory
audit paid to M/s. Pathak H. D. & Associates LLP, Chartered
Accountants for FY 2020-21 is Rs. 45.70 lakhs and certification
charges Rs. 4.5 lakhs aggregating to Rs. 50.20 lakhs.
Terms of appointment From the conclusion of this Meeting (48th AGM) to hold such office
for a period of 5 (Five) years till the conclusion of the Annual
General Meeting (53rd AGM) of the Company to be held for the
financial year 2025-26.
Material change in fee payable No material changes in fee for the proposed auditor.
5
48th Annual Report 2020-2021
Basis of recommendation and The recommendation is based on the fulfilment of the eligibility
auditor credentials criteria prescribed by the Companies Act, 2013 and other regulatory
requirements.
M/s. Chaturvedi & Shah LLP is one of the leading firms of Chartered
Accountants of India, founded in the year 1967. It is one of largest
audit firm catering to various large corporate clients in diverse
sectors. The range of services includes Assurance, Taxation,
Corporate and Transaction advisory. It is also on the panel of
Comptroller and Auditor General of India (C&G), Reserve Bank
of India (RBI), Insurance Regulatory and Development Authority
(IRDA) and other regulators.
9. Register of Members and Share Transfer Books of the Company will remain closed from Friday, the 24th December,
2021 to Thursday, the 30th December, 2021 (both days inclusive).
10. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies
(Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate
Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020, the Company is providing facility of remote e-Voting
to its Members in respect of the business to be transacted at the AGM. The Company has engaged the services
of National Securities Depositories Limited (NSDL) for providing e-voting facility. Instructions and other information
relating to remote e-voting are given in the Notice under Note No. 15.
11. In compliance with the MCA Circulars and SEBI Circular, Notice of the AGM along with the
Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses
are registered with the Company/Depositories. Members may note that the Notice and Annual Report for the
financial year 2020-21 will also be available on the Company’s website www.necoindia.com, websites of the
Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and
www.nseindia.com respectively and on the website of the e-voting agency – National Securities Depository Limited at
www.evoting.nsdl.com
12. Relevant documents referred to in the accompanying Notice and the Explanatory Statement are open for inspection
by the Members at the Registered Office of the Company on all working days, except Saturdays, during business
hours upto the date of the Meeting.
13. As per the MCA Circular, Service of documents through electronic mode i.e. e-mail by the Company will be a valid
compliance of Section 101 of the Companies Act, 2013. As such the members who are yet to register are requested
to furnish/ register their e-mail id’s at rnt.helpdesk@linkintime.co.in along with their Folio No. and No. of shares/
Client ID/ DP ID with Depository Participants (DP) for shares held in electronic form or with the Registrar and Share
Transfer Agent (Link intime India Pvt. Ltd) to enable the Company to send all notices, periodical statements etc.
of the Company through electronic mode.
14. Voting rights will be in proportion to the shares registered in the name of the Members as on 23rd December, 2021
(cut-off date). Only those members whose names are recorded in the Registers of Members of the Company or in
the Register of Beneficial owners maintained by the Depositories as on the cut-off date will be entitled to cast their
votes by remote e-voting or by e-voting at the AGM. Members, who have cast their votes by remote e-voting prior to
AGM, may attend the Meeting but will not be entitled to cast their vote again or change their vote subsequently.
The e-voting facility shall be made available during the course of the meeting to the members attending the meeting
through Video Conferencing and who have not cast their vote before the AGM.
6
15. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING ANNUAL GENERAL MEETING
ARE AS UNDER: –
The remote e-voting period begins on Monday, December 27, 2021 at 9:00 A.M. and ends on Wednesday,
December 29, 2021 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter.
The Members, whose names appear in the Register of Members / Beneficial Owners as on the cut-off date i.e.
December 23, 2021, may cast their vote electronically. The voting right of Shareholders shall be in proportion
to their share in the paid-up equity share capital of the Company as on the cut-off date, being December 23,
2021.
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat
mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders
holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and
Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in
order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method
Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.
holding securities nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page
in demat mode with click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’
NSDL. section, this will prompt you to enter your existing User ID and Password. After successful
authentication, you will be able to see e-Voting services under Value added services. Click
on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting
page. Click on company name or e-Voting service provider i.e. NSDL and you will be
re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP
and a Verification Code as shown on the screen. After successful authentication, you
will be redirected to NSDL Depository site wherein you can see e-Voting page. Click
on company name or e-Voting service provider i.e. NSDL and you will be redirected
to e-Voting website of NSDL for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by
scanning the QR code mentioned below for seamless voting experience.
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48th Annual Report 2020-2021
Individual Shareholders 1. Existing users who have opted for Easi/Easiest, they can login through their
holding securities in user id and password. Option will be made available to reach e-Voting page
demat mode with CDSL without any further authentication. The URL for users to login to Easi/ Easiest are
https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New
System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu.
The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast
your vote.
3. If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by providing demat Account
Number and PAN No. from a link in www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in
the demat Account. After successful authentication, user will be provided links for the
respective ESP i.e. NSDL where the e-Voting is in progress.
Individual Shareholders You can also login using the login credentials of your demat account through your Depository
(holding securities in Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to
demat mode) login see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository
through their depository site after successful authentication, wherein you can see e-Voting feature. Click on company
participants name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of
NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
through Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual Shareholders holding securities in Members facing any technical issue in login can contact NSDL
demat mode with NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free
no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in Members facing any technical issue in login can contact CDSL
demat mode with CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or
contact at 022 – 23058738 or 022-23058542-43
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders
holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1.Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile.
2.Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section.
3.A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown
on the screen.
Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with
your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and
you can proceed to Step 2 i.e. Cast your vote electronically.
8
4. Your User ID details are given below:
Manner of holding shares i.e. Demat (NSDL or
Your User ID is:
CDSL) or Physical
8 Character DP ID followed by 8 Digit Client ID
a) For Members who hold shares in demat account
with NSDL. For example if your DP ID is IN300*** and Client ID is
12****** then your user ID is IN300***12******.
16 Digit Beneficiary ID
b) For Members who hold shares in demat account
with CDSL. For example if your Beneficiary ID is 12**************
then your user ID is 12**************
EVEN Number followed by Folio Number registered
with the company
c) For Members holding shares in Physical Form.
For example if folio number is 001*** and EVEN is
101456 then user ID is 101456001***
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can use your existing password to login and cast your
vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’
which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial
password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is
communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox.
Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open
the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or
folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial
password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those
shareholders whose email ids are not registered.
6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL
or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at
www.evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and
your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting
system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
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48th Annual Report 2020-2021
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares
and whose voting cycle and General Meeting is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting
your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed
under “Join General Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which
you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/
JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly
authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to scrutinizer@necoindia.com
with a copy marked to evoting@nsdl.co.in.
2. It is strongly recommended not to share your password with any other person and take utmost care to keep your
password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in
the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or
“Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user
manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800
1020 990 and 1800 22 44 30 or send a request to Ms. Pallavi Mhatre, Manager, NSDL at evoting@nsdl.co.in.
4. The e-voting period shall commence at 9.00 a.m. on Monday, 27th December, 2021 and end at 5.00 p.m. on
Wednesday, 29th December, 2021. During the period, Members of the Company, holding shares either in physical
or dematerialized form, as on the cut-off date i.e.23rd December, 2021 may cast their vote electronically. The
e-voting module shall be blocked by NSDL for voting thereafter.
5. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the
notice and holding shares as on the cut-off date i.e. 23rd December, 2021 may obtain the login ID and password
by sending a request at evoting@nsdl.co.in or helpdesk@nsdl.co.in.
6. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained
by the Depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting.
7. Smt. Rachana Daga, Company Secretary, Proprietor of M/s. R. A Daga & Co., Company Secretaries, Nagpur,
has been appointed by the Board of Directors of the Company to act as the Scrutinizer to scrutinize the voting
process (remote e-voting) in a fair and transparent manner and submit a consolidated Scrutinizer’s report of the
total votes cast to the Chairman. Smt. Rachana Daga has submitted her consent to act as scrutinizer and will be
available for the said purpose.
8. The Scrutinizer shall after the conclusion of voting at the AGM, will unblock the votes cast through remote e-voting
in the presence of at least two witnesses not in the employment of the Company and shall make, not later than
two working days of the conclusion of the AGM, a consolidated Scrutinizer’s report of the total votes cast in favour
or against, if any, to the Chairman, who shall countersign the same and declare the result of the voting forthwith.
9. The results declared along with the report of the Scrutinizer shall be placed on the website of the Company
www.necoindia.com and on the website of NSDL immediately after the declaration of result by the Chairman or
a person authorized by him in writing. The results shall also be immediately forwarded to the Stock Exchanges
where the shares of the Company are listed.
10. Pursuant to SEBI Notification dated 8th June, 2018, transfer of shares in physical mode is prohibited and
mandates holding in demat except in case of transmission or transposition. Accordingly, Members are requested
to convert the physical holding to demat through depository participant. Members may contact the Company for
any assistance in the said process of physical to demat of shares.
10
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and
password and registration of e mail ids for e-voting for the resolutions set out in this notice:
1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share
certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of
Aadhar Card) by email to contact@necoindia.com.
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary
ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN
card), AADHAR (self-attested scanned copy of Aadhar Card) to contact@necoindia.com. If you are an Individual
shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1
(A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities
in demat mode.
3. Alternatively, shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password
for e-voting by providing above mentioned documents.
4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies,
Individual shareholders holding securities in demat mode are allowed to vote through their demat account
maintained with Depositories and Depository Participants. Shareholders are required to update their mobile
number and email ID correctly in their demat account in order to access e-Voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted
their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible
to vote through e-Voting system in the AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be
eligible to vote at the AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the
day of the AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system.
Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After
successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company
name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/
OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note
that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and
Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last
minute rush.
2. Members are encouraged to join the Meeting through Laptops for better experience.
3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance
during the meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile
Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended
to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning
their name, demat account number/folio number, email id, mobile number at contact@necoindia.com. The same will
be replied by the company suitably.
11
48th Annual Report 2020-2021
Terms and Conditions of Appointment Appointment is for a period of 3 years and subject to the provisions
of Companies Act, 2013 and other regulatory requirements.
Remuneration sought to be paid At present only sitting fees for attending Board and Committees
meeting (if member)shall be paid.
The number of Meetings of the Board attended N.A.
during the year (FY 2020-21)
Except Shri Ashwini Kumar, none of the other Directors / Key Managerial Personnel of the Company / their relatives are in
any way, concerned or interested, financially or otherwise, in the said resolution.
Keeping in view his vast experience and expertise, it will be in the interest of the Company that Shri Ashwini Kumar’s
appointment as an Independent Director is approved by Shareholders. Hence the Board recommends the resolution set
out at Item No. 5 of the Notice for Shareholders’ approval as a Special Resolution.
Item No. 6:
The Board of Directors of the Company on the recommendation of the Nomination and Remuneration Committee and
considering the professional background and experience of Smt. Kumkum Rathi (DIN: 03128864) appointed her as an
Additional and Independent Director of the Company w.e.f. 21st October, 2021 for a period of 3 years subject to approval of
Shareholders. Her term of appointment as additional director expires at the ensuing Annual General Meeting (48th AGM).
Smt. Kumkum Rathi has accorded her consent to act as an Independent director and has submitted the declaration of
Independence, pursuant to section 149(7) of the Companies Act, 2013 stating that she meets the criteria of Independence
as provided in Section 149(6) of Companies Act, 2013 & Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and is not disqualified from being appointed as a director in terms of Section 164 of the
Companies Act, 2013.
The company has also received a notice in writing under the provisions of Section 160 of the Companies Act, 2013 from a
member proposing her candidature as a director.
In the opinion of the Board, Smt. Kumkum Rathi fulfils the criteria specified in the Companies Act, 2013 and rules made
thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for appointment as an
Independent Director of the Company.
12
Details of Smt. Kumkum Rathi seeking appointment at this Annual General Meeting pursuant to SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is given in annexure to this notice and other information as required is
given below:
Terms and Conditions of Appointment Appointment is for a period of 3 years and subject to the provisions
of Companies Act, 2013 and other regulatory requirements.
Remuneration sought to be paid At present only sitting fees for attending Board and Committees
meeting (if member) shall be paid.
The number of Meetings of the Board attended N.A.
during the year (FY 2020-21)
Except Smt. Kumkum Rathi, none of the other Directors / Key Managerial Personnel of the Company / their relatives are
in any way, concerned or interested, financially or otherwise, in the said resolution.
Keeping in view her vast experience and expertise, it will be in the interest of the Company that Smt. Kumkum Rathi’s
appointment as an Independent Director is approved by Shareholders. Hence the Board recommends the resolution set
out at Item No. 6 of the Notice for Shareholders’ approval as a Special Resolution.
Item No. 7:
The Board of Directors of the Company on the recommendation of the Nomination and Remuneration Committee and
considering the professional background and experience of Shri Manoj Shah (DIN:00010473) appointed him as an
Additional and Independent Director of the Company w.e.f. 21st October, 2021 for a period of 3 years subject to approval of
Shareholders. His term of appointment as additional director expires at the ensuing Annual General Meeting (48th AGM).
Shri Manoj Shah has accorded his consent to act as an Independent director and has submitted the declaration of
Independence, pursuant to section 149(7) of the Companies Act, 2013 stating that he meets the criteria of Independence
as provided in Section 149(6) of Companies Act, 2013 & Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and is not disqualified from being appointed as a director in terms of Section 164 of the
Companies Act, 2013.
The company has also received a notice in writing under the provisions of Section 160 of the Companies Act, 2013 from a
member proposing his candidature as a director.
In the opinion of the Board, Shri Manoj Shah fulfils the criteria specified in the Companies Act, 2013 and rules made
thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for appointment as an
Independent Director of the Company.
Details of Shri Manoj Shah seeking appointment at this Annual General Meeting pursuant to SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is given in annexure to this notice and other information as required is
given below:
Terms and Conditions of Appointment Appointment is for a period of 3 years and subject to the provisions
of Companies Act, 2013 and other regulatory requirements.
Remuneration sought to be paid At present only sitting fees for attending Board and Committees
meeting (if member)shall be paid.
The number of Meetings of the Board attended N.A.
during the year (FY 2020-21)
Except Shri Manoj Shah, none of the other Directors / Key Managerial Personnel of the Company / their relatives are in
any way, concerned or interested, financially or otherwise, in the said resolution.
Keeping in view his vast experience and expertise, it will be in the interest of the Company that Shri Manoj Shah’s
appointment as an Independent Director is approved by Shareholders. Hence the Board recommends the resolution set
out at Item No. 7 of the Notice for Shareholders’ approval as a Special Resolution.
13
48th Annual Report 2020-2021
Item No. 8:
The Board of Directors of the Company on the recommendation of the Nomination and Remuneration Committee and
considering the professional background and experience of Shri Vinod Kathuria (DIN: 06662559) appointed him as an
Additional and Independent Director of the Company w.e.f. 11th November, 2021 for a period of 3 years subject to approval
of Shareholders. His term of appointment as additional director expires at the ensuing Annual General Meeting (48th AGM).
Shri Vinod Kathuria has accorded his consent to act as an Independent director and has submitted the declaration of
Independence, pursuant to section 149(7) of the Companies Act, 2013 stating that he meets the criteria of Independence
as provided in Section 149(6) of Companies Act, 2013 & Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and is not disqualified from being appointed as a director in terms of Section 164 of the
Companies Act, 2013.
The company has also received a notice in writing under the provisions of Section 160 of the Companies Act, 2013 from a
member proposing his candidature as a director.
In the opinion of the Board, Shri Vinod Kathuria fulfils the criteria specified in the Companies Act, 2013 and rules made
thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for appointment as an
Independent Director of the Company.
Details of Shri Vinod Kathuria seeking appointment at this Annual General Meeting pursuant to SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is given in annexure to this notice and other information as required is
given below:
Terms and Conditions of Appointment Appointment is for a period of 3 years and subject to the provisions
of Companies Act, 2013 and other regulatory requirements.
Remuneration sought to be paid At present only sitting fees for attending Board and Committees
meeting (if member) shall be paid.
The number of Meetings of the Board attended N.A.
during the year (FY 2020-21)
Except Shri Vinod Kathuria, none of the other Directors / Key Managerial Personnel of the Company / their relatives are in
any way, concerned or interested, financially or otherwise, in the said resolution.
Keeping in view his vast experience and expertise, it will be in the interest of the Company that Shri. Vinod Kathuria’s
appointment as an Independent Director is approved by Shareholders. Hence the Board recommends the resolution set
out at Item No. 8 of the Notice for Shareholders’ approval as a Special Resolution.
Item No. 9:
The Company has entered into a restructuring support agreement on 23rd August, 2021 with various trusts declared
and managed by Asset Care & Reconstruction Enterprise Limited, in its capacity as a trustee of such trusts in relation
to restructuring of its outstanding debt owed to the Lenders, in accordance with Section 9 of the Securitization and
Reconstruction of Financial Assets and Enforcement of Securities Interest Act, 2002.
In addition to this, the Company alongwith Promoters has entered into Shareholders Agreement on 23rd August, 2021 with
ACRE Trusts.
Pursuant to provisions of Restructuring Support Agreement and Shareholders Agreement, the ACRE Trusts have right to
appoint two Nominee Directors on the Board of the Company.
The Company has also amended its Articles of Association and have inserted new article 310 for appointment of nominee
directors.
The Company has received a letter bearing no. ACRE/SS/JNIL/202110271 dated 27th October, 2021 from ACRE
nominating Shri Davinder Kumar Chugh as their nominee on the Board of the Company.
In view of the above, the Board of Directors of the Company on the recommendation of the Nomination and Remuneration
Committee appointed Shri Davinder Kumar Chugh as additional director (Nominee) of the Company w.e.f. 11th November,
2021, in accordance with the provisions of Section 161(1) of the Companies Act, 2013 to hold office upto this Annual
General Meeting.
14
Shri Davinder Kumar Chugh has accorded his consent to act as director and has submitted the declaration that he is not
disqualified from being appointed as director in terms of Section 164 of the Companies Act, 2013.
Details of Shri Davinder Kumar Chugh seeking appointment at this Annual General Meeting pursuant to SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015 is given in annexure to this notice and other information as
required is given below:
Terms and Conditions of Appointment As per provisions of Companies Act, 2013 and other regulatory
requirements and as per Restructuring Support Agreement/
Shareholders Agreement executed by the Company.
Remuneration sought to be paid At present only sitting fees for attending Board and Committees
meeting (if member) shall be paid.
The number of Meetings of the Board N.A.
attended during the year (FY 2020-21)
Except Shri Davinder Kumar Chugh, none of the other Directors / Key Managerial Personnel of the Company / their
relatives are in any way, concerned or interested, financially or otherwise, in the said resolution.
The Board recommends the resolution set out at Item No. 9 of the Notice for Shareholders’ approval as an Ordinary
Resolution.
Item No. 10:
The Company has entered into a restructuring support agreement on 23rd August, 2021 with various trusts declared
and managed by Asset Care & Reconstruction Enterprise Limited, in its capacity as a trustee of such trusts in relation
to restructuring of its outstanding debt owed to the Lenders, in accordance with Section 9 of the Securitization and
Reconstruction of Financial Assets and Enforcement of Securities Interest Act, 2002.
In addition to this, the Company alongwith Promoters has entered into Shareholders Agreement on 23rd August, 2021 with
ACRE Trusts.
Pursuant to provisions of Restructuring Support Agreement and Shareholders Agreement, the ACRE Trusts have right to
appoint two Nominee Directors on the Board of the Company.
The Company has also amended its Articles of Association and have inserted a new article 310 for appointment of
nominee directors.
The Company has received a letter bearing no. ACRE/SS/JNIL/202110271 dated 27th October, 2021 from ACRE
nominating Shri Atul Gupta as their nominee on the Board of the Company.
In view of the above, the Board of Directors of the Company on the Recommendation of the Nomination and Remuneration
Committee appointed Shri Atul Gupta as additional director (Nominee) of the Company w.e.f. 11th November, 2021, in
accordance with the provisions of Section 161(1) of the Companies Act, 2013 to hold office upto this Annual General
Meeting.
Shri Atul Gupta have accorded his consent to act as director and has submitted the declaration that he is not disqualified
from being appointed as director in terms of Section 164 of the Companies Act, 2013.
Details of Shri Atul Gupta seeking appointment at this Annual General Meeting pursuant to SEBI (Listing Obligation and
Disclosure Requirement ) Regulations, 2015 is given in annexure to this notice and other information as required is given
below:
Terms and Conditions of Appointment As per provisions of Companies Act, 2013 and other regulatory
requirements and as per Restructuring Support Agreement/
Shareholders Agreement executed by the Company
Remuneration sought to be paid At present only sitting fees for attending Board and Committees
meeting (if member) shall be paid.
The number of Meetings of the Board attended N.A.
during the year (FY 2020-21)
Except Shri Atul Gupta, none of the other Directors / Key Managerial Personnel of the Company / their relatives are in any
way, concerned or interested, financially or otherwise, in the said resolution.
The Board recommends the resolution set out at Item No. 10 of the Notice for Shareholders’ approval as an Ordinary
Resolution.
15
48th Annual Report 2020-2021
16
ANNEXURE
DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT FORTHCOMING
ANNUAL GENERAL MEETING
Name of Shri Megh Pal Singh Shri Ramesh Shri Ashwini Kumar Smt. Kumkum Rathi
Directors Jayaswal
DIN 02635073 00249947 07694424 03128864
Date of Birth 22.03.1958 02.02.1960 20.02.1959 27.11.1977
Designation Executive Director Joint Managing Independent Director Independent Director
(Steel) and COO Director and CEO
(Steel Plant Division) (Steel Plant Division)
Date of 13.11.2014 05.03.1983 14.08.2021 21.10.2021
Appointment
Qualification B. E. (Metallurgy & B.Com B. E. (Metallurgy) B.Com, FCS
Material Science)
Nature of Rich Experience Associated with Iron Rich Experience Rich experience of 19
expertise in of about 41 years and Steel business of over 39 years years in the areas of
specific functional in almost all the for over 32 years. in almost all the Corporate and SEBI
areas functional areas of a Looks after the Steel functional areas of a laws.
Steel Plant. Plant Division of Steel Plant.
the Company and
implementation of new
projects and other
allied matters.
Other Nil Nil Nil Nil
Directorships (In
Listed Entities)
Membership of Nil Nil Nil Nil
Committees of
other
Companies
No. of Equity Nil 23,97,920 Nil Nil
Shares Held
Disclosure of There is no relation Shri Basant Lall Shaw, There is no relation There is no relation
relationships between the Directors/ Chairman is father of between the Directors/ between the Directors/
with Directors/ Manager/ Key Shri Ramesh Jayswal Manager/ Key Manager/ Key
Manager/ Key Managerial Personnel and Shri Arvind Managerial Personnel Managerial Personnel
Managerial of the Company and Jayaswal, Managing of the Company and of the Company and
Personnel Shri Megh Pal Singh Director is brother of Shri Ashwini Kumar Smt. Kumkum Rathi
Shri Ramesh Jayswal.
There is no other
relation between the
Directors and their
Relatives/ Manager/
Key Managerial
Personnel of the
Company and Shri
Ramesh Jayaswal
17
48th Annual Report 2020-2021
Name of Directors Shri Manoj Shah Shri Vinod Kathuria Shri Davinder Kumar Shri Atul Gupta
Chugh
DIN 00010473 06662559 09020244 09314224
Date of Birth 09.09.1961 23.07.1958 20.07.1956 22.12.1965
Designation Independent Director Independent Director Nominee Director Nominee Director
Date of Appointment 21.10.2021 11.11.2021 11.11.2021 11.11.2021
Qualification M.Com, FCA M.Com, CAIIB B.SC. (Hons.), LLB, B.Com, ACA,
MBA AICWA
Nature of expertise Professional Four decades Techno-Commercial, Corporate Finance
in specific functional experience and of experience in Supply Chain & in Multiple
areas expertise of over Corporate Credit, Logistics, Strategizing, Industries –
35 years in Projects Recovery, Retail Capital allocation, Steel & Mining,
Management of Lending, Treasury turnaround of stressed Textiles, Sugar,
Infrastructure Projects, Operations, business Apparel,
Financial Advisory, International Banking Renewable Energy
PPP structure Business, Agriculture, and Private Equity
Projects, etc. Financial Inclusion
etc.
Other Directorships (In Nil Satia Industries HEG Limited Nil
Listed Entities) Limited
Membership of Nil Nil 2# Nil
Committees of other
Companies
No. of Equity Shares Nil Nil Nil Nil
Held
Disclosure of There is no relation There is no relation There is no relation There is no
relationships with between the Directors/ between the Directors/ between the Directors/ relation between
Directors/ Manager/ Manager/ Key Manager/ Key Manager/ Key the Directors/
Key Managerial Managerial Personnel Managerial Personnel Managerial Personnel Manager/ Key
Personnel of the Company and of the Company and of the Company and Managerial
Shri Manoj Shah Shri Vinod Kathuria Shri Davinder Kumar Personnel of the
Chugh Company and Shri
Atul Gupta
18
DIRECTORS’ REPORT & MANAGEMENT DISCUSSION AND ANALYSIS
Dear Members,
The Directors are pleased to present their 48th Annual Report on the affairs of the Company together with the Audited
Financial Statements for the year ended 31st March, 2021.
1. FINANCIAL RESULTS
The summarized financial results for the year vis-a-vis the previous year are as follows:
(Rs. in Crores)
Particulars 31.03.2021 31.03.2020
Net Sales 3,705.05 3,632.18
Other Income 6.38 8.52
Total Revenue (Net) 3,711.43 3,640.70
Operating Expenses 3,094.97 3,432.72
EBIDTA 616.46 207.98
Finance Costs 908.63 867.36
Depreciation and Amortization Expenses 266.76 276.34
Exceptional Item - 568.17
Profit / (Loss) before tax (558.93) (1,503.89)
Tax Expenses (0.65) 0.58
Profit / (Loss) after Tax carried to Balance Sheet (558.27) (1,504.47)
Your Company has not carried any amount to reserves and the amount of Loss after tax of Rs.558.27 Crores has
been carried to Balance Sheet and adjusted against retained earnings.
2. DIVIDEND:
Due to absence of profits, your Directors regret their inability to recommend declaration of Dividend for the year to
the Members of the Company.
3. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report for the year under review giving detailed analysis of the Company’s
operations, segment-wise performance etc., as stipulated under Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is given herein below and forms part of this report.
A] Financial Performance:
Your Directors wish to inform that the year under review continued to be a challenging one with multiple
challenges being faced by the Company including Covid-19 pandemic which caused significant disruptions.
The performance during the year under review was depressed in the first two quarters of FY 20-21. However
thereafter the company witnessed robust demand for its Iron and Steel products and increased prices in Q3
and Q4 of FY 20-21.
In the beginning of FY 20-21, the outbreak of Covid-19 virus across the globe including India forced the
Governmental authorities to commence nationwide lockdown. Accordingly, with effect from 24th March, 2020
to 14th May, 2020 the Company had to shut down its Integrated Steel Plant at Siltara, Raipur, Captive Iron Ore
Mine at Metabodeli and Foundry Unit at Anjora in the state of Chhattisgarh. The foundry units of the Company
situated at Hingna, Nagpur and Butibori Industrial Areas, had been shut down from 21st March, 2020 and they
reopened in the month of May, 2020.
Thereafter, the operations commenced with reduced capacity. It did significantly affect the business, financial
performance and liquidity of the Company.
19
48th Annual Report 2020-2021
The first half of FY 20-21 was a challenging year for the Steel and the automobile industry where the
Company’s Alloy Steel Rolled Products are predominantly sold.
As stated above, Q1 of FY 20-21 witnessed Covid-19 induced lockdowns. The restriction on movement of
people created labor shortages and closure of factories led to manufacturing levels dropping to significantly
low levels. Hence, the spread of Covid-19 added to the woes of the industry that was already grappling under
the slowdown effects faced by the Indian economy since FY 18-19.
Q2 of FY 20-21 witnessed easing of government restrictions, production gained pace and supply chains were
gradually restored. During the quarter, the demand for vehicles remained on the lower side due to closure of
schools and colleges, reopening of limited number of offices and reduced infrastructural and mining activities.
The same impacted domestic sales of two and three wheelers, passenger vehicles and commercial vehicles.
Q3 of FY 20-21 witnessed a significant turnaround in the Steel and Auto sector as the wholesale as well as
retail auto volumes started gaining momentum principally due to the pent-up demand, festive and wedding
season. The same coupled with lower coking coal prices, increased sales volumes, selling prices and margins
led to strong rebound in the Steel Sector performance.
The economy started recovering strongly since August 2020 which was much sharper than expected aided by
the resumption of government projects and pent-up consumption demand.
Q4 of FY 20-21, saw an unprecedented surge in the domestic steel prices. Rolled Products Sales Volumes
and Margins also improved quite significantly.
During the said year, the Company tried to optimize production and improve its plant yields through efficient
use of its resources. The Company’s Net Sales from operations for the year stood at Rs.3,705.05 Crores
and the same has increased marginally by 2.01% than the previous year’s Net Sales from operations of
Rs.3,632.18 Crores despite the Covid-19 impact.
The Company focused on selling high-end value-added products (Rolled Products) with applications mainly
in Auto components segment. The Company was able to record spectacular recovery and record earnings
(EBIDTA). The Company’s Earnings before Interest Depreciation and Tax (EBIDTA) level during the year was
at Rs.616.46 Crores as against Rs. 207.98 Crores for the previous year. The Net Loss before Tax for the year
stood at Rs.558.93 Crores and Net loss after Tax for the year stood at Rs.558.27 Crores.
During the year, the Net Worth of the Company remained negative to Rs. (1,362.60) Crores from Rs. (806.38)
Crores in the previous year on account of the losses recorded principally due to lesser than expected
contribution margin to cover the fixed costs (interest and depreciation) on the capitalized projects, for want
of getting benefits of debt restructuring implemented by addressing overdue interest. On the expected
implementation of debt restructuring in FY 21-22, the Net worth and financial position is expected to improve
substantially.
Key Financial Ratios:
FY 2020-21 Vs FY 2019-20 – Variance over 25% with Reasoning:
Interest Coverage Ratio: The Interest Coverage Ratio has improved from 0.24 in FY20 to 0.68 in FY21 with
182.94% variance. The Ratio has improved on account of significant rise in YOY EBIDTA due to better sales
realization in the sale of Rolled Products, Pig Iron, Pellet and DRI during FY21. Further, in FY21 there was
increase in sale of Alloy Steel as against Metallic Sales as compared to the last year due to improved Steel
Sector scenario post lifting of Covid induced lockdowns. Further rise in the selling prices of Rolled Products
was also supported by lower coal and coke prices which has resulted in increased margins in Rolled Products.
Debt Equity Ratio: The Debt Equity Ratio has deteriorated and cannot be calculated due to negative Net
Worth in FY20 as well as in FY21. The negative Net Worth of the Company has further deteriorated as
compared to previous year on account of continued net losses principally due to overdue interest on existing
loan contracts.
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Operating Profit Margin (%): The Operating Profit Margin has improved from 5.49% in FY20 to 16.47%
in FY21 with 199.85% variance. The improvement in Operating Profit Margin is mainly due to better sales
realisation in the sale of Rolled Products, Pig Iron, Pellet and DRI during the FY21. Further, there was increase
in sale of Alloy Steel as against Metallic Sales as compared to the last year due to improved Steel Sector
scenario post lifting of covid induced lockdowns. Further rise in the selling prices of Rolled Products was also
supported by lower coal and coke prices which has resulted in increased margins in Rolled Products.
Net Profit (Loss) Margin (%): The ratio although negative has improved significantly from (41.42%) in FY20
to (15.07%) in FY21 with 63.62% variance on account of decrease in Net Loss during the period. The Net Loss
has decreased on account of better sales realisation in the sale of Rolled Products, Pig Iron, Pellet and DRI
during the FY21. Further, there was increase in the sale of Alloy Steel as against Metallic Sales as compared
to the last year due to improved Steel Sector scenario post lifting of Covid induced lockdowns. Further rise
in the selling prices of Rolled Products was also supported by lower coal and coke prices which has resulted
in increased margins in Rolled Products. Further, in FY 19-20, a one-time exceptional item of Impairment
provisioning of non-operational Flat Product Division (FPD) and Bilha Fixed Assets/Capital Work in Progress
was also booked for Rs.568.17 Crores as compared to Nil in FY 20-21.
Return on Net Worth: The Return on Net Worth Ratio though negative has improved significantly but cannot
be calculated due to negative Net Worth in FY 19-20 as well as in FY 20-21. The Net Worth of the Company
has deteriorated as compared to previous year on account of continued net losses principally due to overdue
interest on existing loan contracts. However, Net Losses in FY 20-21 have decreased as compared to
FY 19-20 on account of better sales realization, increase in sale of Alloy Steel as against Metallic Sales as
compared to the last year. Further in FY 19-20, a one-time exceptional item of Impairment provisioning of
non-operational Flat Product Division FPD and Bilha Fixed Assets/Capital Work in Progress was booked for
Rs.568.17 Crores as compared to Nil in FY 20-21.
B] Share Capital:
During the year under review, the Company has not issued any shares including shares with differential voting
rights as to dividend, voting or otherwise nor granted stock option or sweat equity. However, subsequent
to the year under review, in accordance with the resolutions passed by the Shareholders of the Company
at their meeting held on 23rd September, 2021, the Company has allotted 33,23,65,181 Equity Shares on
28th October, 2021.
C] Segment wise performance for the year under review is as under:
i) Steel Plant Division:
The Net Sales from operations during the year has increased to Rs.3,315.36 Crores as compared to
Rs.3,218.31 Crores of the previous year.
The production levels of the Steel Melt Shop during 2020-21 was around 108% and the production levels
of the Rolling Mills was around 113% of the previous year. The Hot Metal production level was around
77%, Pellet production level was around 101% and the Sponge Iron production level was around 95% of
the previous year.
The Net Sales has increased mainly due to better sales realization in the sale of Rolled Products, Pig Iron,
Pellet and DRI during the FY 20-21 and robust demand of Alloy Steel (Rolled Products).
The share of metallic sales value i.e. Pig Iron, Sponge Iron and Pellets to total Steel Plant Division sales
was around 33.67% in FY 20-21 which is lower by 10.55% than that of the previous year which stood at
44.22%.
ii) Castings Division:
The Net Sales from the Foundry Division has decreased to Rs. 389.69 Crores during the year from
Rs.413.87 Crores of the previous year.
Of the total Foundry Division Net Sales, the Automotive Castings Subdivision accounted for around 50%,
the Centrifugal Castings Sub Division for around 29%, Engineering Castings Sub Division for around 13%
and the Construction Casting Sub Division for around 8%.
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48th Annual Report 2020-2021
22
The pre issue and post issue equity shareholding of the Company on a fully diluted basis is as follows: –
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48th Annual Report 2020-2021
The said project had been put under abeyance and was decided to be put as Non-Core Asset by the
erstwhile Joint Lenders’ Forum (JLF) due to its commercial unviability on account of cancellation of the
captive coal mines of the Company by the Honorable Supreme Court.
In the earlier years, the Directorate of Enforcement by way of two attachments had provisionally attached
the Plant and Machinery under installation at Dagori Integrated Steel Plant situated at Bilha, Bilaspur
(Chhattisgarh) and certain property, plant and equipment at Steel Plant Division, Siltara, Raipur to the extent
of Rs.307.58 Crores for alleged misuse of coal raised from Gare Palma IV/4 coal block in Chhattisgarh.
The Adjudicating Authority had confirmed the above provisional attachments. Subsequently, the Appellate
Authority stayed both the attachments on an appeal filed by the Company where the matter has been
put up for hearing on January 11, 2022. The Company has a good case on merits, is likely to succeed in
refuting the allegations and does not expect any material liability on the Company on this account.
As per the impairment policy, the Company has carried out an impairment test in the financial year
2019-20 of its property, plant and equipment of Flat Production Division (FPD) at Raipur and Capital Work
in Progress presently being suspended at its Dagori Integrated steel plant at Bilha – Bilaspur in accordance
with the Indian Accounting Standards (Ind AS) 36 – ‘Impairment of Assets’ and found that the carrying
cost of these assets exceeds its recoverable value; therefore, an impairment loss of Rs.568.17 Crores
had been recognized for the year ended 31st March, 2020 and had been recognized as Exceptional Item
(appearing in the previous year figures).
F] Industry Outlook, Developments, Covid-19 Pandemic Concerns and Mitigation Efforts:
India’s economic recovery strengthened in the last quarter of 2020-21 before the onset of the second wave
of Covid pandemic. The country’s GDP grew by 1.6% in the fourth quarter of FY 20-21 as compared to
a year ago period, an improvement over the 0.5% growth in the third quarter and the negative growth of
24.4% and 7.4% in the first two quarters of FY21. The higher economic growth during Q4 FY 20-21 can be
linked to the unlocking of the economy that was underway during the period.
The unlocking of the economy which was underway in the last two quarters of FY 20-21 (Oct’20-Mar’21)
boosted consumption and activity across sectors. The higher economic activity in the last quarter of
FY 20-21 was broad-based across sectors. Consumption (private and government) and investments too
witnessed an improvement in the last quarter of FY 20-21.
However, the more widespread and intense second wave of the Covid pandemic since the end of Q4 of
FY 20-21 and start of FY 21-22 has been a setback to the country’s nascent economic recovery.
Domestic economic growth prospects hinges on the effective control of the pandemic and relaxation of
the restrictions that were put in place across the various parts of the country. At the same time there is
optimism that with higher proportion of the population getting vaccinated, there could be a turnaround in
the economic activity as has been witnessed in the other parts of the world.
Indian Steel industry and its associated mining and metallurgy sectors have seen a number of major
investments and developments in the recent past. The India’s National Steel Policy (2017), which projected
crude steel production capacity to increase to 300 MT per year by 2030-31 seeks to create a globally
competitive steel industry in India and to domestically meet entire demand of high-grade automotive steel,
electrical steel, special steels and alloys for strategic applications.
The growth in the Indian steel sector over the years has been driven by domestic availability of raw
materials such as iron ore, fines, non-coking coal, strong domestic demand and cost-effective labor.
The Country had witnessed nationwide lockdown since last week of March, 2020 due to COVID-19
pandemic outbreak.
To deal effectively with the Covid-19 pandemic, periodic instructions were issued by the Company to its
workers, contractors and employees aligned with the periodic instructions issued by the Governmental
authorities. Constant awareness campaign and the need and importance to adhere to them has been
continuously spread amongst the workers, contractors and the employees.
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By keeping in mind the health and safety of its employees, customers and the vendors, the Company
strives hard to come out of the Covid-19 crisis with positive approach, patience, committed teamwork,
enhancement of efficiencies, cost reduction, Governmental and stakeholders support, clearly defined
objectives and meticulous roadmap for its execution.
In FY 20-21, India’s production of crude steel and finished steel fell by 5.9% to 103 million tonnes and 7.3%
to 95.1 million tonnes, impacted by the Covid-19 pandemic which hampered production mainly in Q1 of FY
20-21. However, the domestic steel industry made a quick recovery in the second half of FY 20-21 riding
on the back of higher international steel demand and revival in domestic demand.
By Q2 of FY 20-21 the domestic crude steel production reached 96% of pre-covid levels and by Q3 of
FY 20-21 the production was 7.5% higher on YOY basis. In Q4 of FY 20-21, the crude steel production
increased by 7.4% on YOY basis as manufacturers ramped up output in a seasonally strong quarter.
During FY 20-21, the export of finished steel from the country was higher at 10.8 million tonnes, being
higher YOY by 29.1%. The Import of finished steel at 4.8 mt was lower by 29.8% YOY making India Net
exporter of finished steel during the FY 20-21.
The domestic steel consumption in FY20-21 stood at 87.96 MT, down by only 6.3% YOY despite the
COVID-19 pandemic, reflecting significantly improved end-use demand in the second half of the year. The
end-use demand is likely to remain strong in FY 21-22 unless impacted further by COVID-19 led further
surges.
The Steel demand is expected to be supported by economic recovery, government spending and enhanced
liquidity. The Union Budget for FY 21-22 has a sharp 34.5% YOY increase in allocation for Capex at 5.54
lakh crore. The budget’s thrust is on infrastructure creation and manufacturing to propel the economy.
Therefore, enhanced outlays for key sectors like defence services, railways, and roads, transport and
highways would provide impetus to steel consumption which is expected to grow by 10-12% in FY 21-22.
An up-cycle in steel prices in expected to continue in FY 21-22. Stimulus package unveiled by various
countries is expected to keep demand for steel high. Continued higher demand from China on the back
of stimulus package and the country’s desire to bring down production levels to reduce Co2 levels are
expected to be an important factor that is expected to strengthen steel prices. Cost push from iron ore
prices would remain. Demand-supply imbalance in the global market is expected to continue to present
export opportunities to the domestic players.
Domestic iron ore prices are expected to gradually correct in FY 21-22, as iron ore supply improves,
although expected to remain elevated till the domestic iron ore output increases to FY 20-21 levels.
Additionally, once the Odisha iron ore mines ramp-up, given high premiums bid by the lessees, they are
expected to pass them to the customers, thus providing a further fillip to the ore prices.
FY 21-22 coking coal prices are likely to be higher than FY 20-21 levels but unlikely to be at pre-COVID19
levels. However, the prices could remain volatile for certain months, because of the concentrated nature of
the coking coal mining sector and the risks arising from natural calamity in Australia.
FY 20-21 was a year of transition for the Indian auto components industry. The announcement of an
incentive-based vehicle scrappage policy, though voluntary, is expected to lead to rise in automobile sales
in the country going forward, which would directly benefit the auto components industry.
G] Internal Control Systems:
The Board of Directors of the Company is responsible for ensuring that the Internal Financial Controls have
been laid down properly in the Company and that such controls are adequate and operating effectively.
The Company has an Internal Control System commensurate with the size, scale and nature of its business.
It’s a risk focused system, analyzing and reporting to the management on the day-to-day operations of the
Company.
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48th Annual Report 2020-2021
The Internal Audit Department across locations monitors and evaluates the efficacy and adequacy of the
internal control system in the Company, its compliance with the operating systems, accounting procedures,
policies and rules & regulations.
On the basis of the report of the Internal Audit department, the respective department and functional head
undertakes corrective action in their respective areas and thereby strengthens the controls. The Internal
Audit Department presents audit observations and corrective actions thereon to the Audit Committee of the
Board.
H] Industrial Relations:
Industrial Relations in all the Divisions of the Company remained cordial and harmonious. During the year,
average number of persons working in the Company was around 5280.
I] Material Development in Human Resources, Programs Designed and Undertaken for Development
of Human Resource:
The following measures were taken to develop Human Resources in the organization:
1. Initiatives taken by HR during Covid-19 Pandemic:
a) The Company had arranged Vaccination camp for the employees and their families in the SPD
plant premises at Raipur to protect the employees from Covid – 19.
b) The Company has hired the services of one private agency for conducting both Antigen and
RTPCR test inside the plant premises to avoid spread of Covid – 19.
c) During the Pandemic, Company has supplied a large number of Oxygen Cylinders, Oxygen
concentrator, Ventilator and other related articles to government and various private agencies
across the State of Chhattisgarh.
d) Company has given Ambulance facilities to pick dead bodies from the nearby Covid centers.
e) HR department assisted employees and their family members to get medical treatment from
government and private hospital across Chhattisgarh.
f) The Company assisted employees and their families for food, medicine and counseling as per
need/requirements.
2. HRMS Automation:
Human Resource Management System has been introduced with a view to automise the entire
HR processes. According to the automation, an employee can apply leave, gate pass, mis punch
and related information through mobile application. Employees need not to visit HR Department for
collecting their residential, service or any other certificates. Moreover, the company can process their
salaries, IT deduction, etc. through the system. Outstation employees can register their attendance
through this system irrespective of the places they are posted.
3. Interaction of HR representative with HoDs:
It has been decided to have an interactive session between department and HR where head HR and
sectional heads will meet HODs at their place to discuss with the HR issues being faced by the HoDs.
The Human Resources Department was successful in solving many of the issues raised.
Company has been bestowed with various National & International level awards in the arena of Human
Resource and CSR activities which includes:
a) the Company has been awarded with Gold Award in the category “Most Innovative HR” in HR
Distinction Awards.
b) the Company has been awarded with Diamond Award in the category “Most Human Intervention”
in HR Distinction Awards held on 6th May 2021 at New Delhi.
c) Award for the Practices in Corporate Social Responsibility by Global HR excellence award 2021.
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J] Corporate Social Responsibility:
The Corporate Social Responsibility for our Company entails much more than social outreach programs and is an
integral part of the way the Company conducts its business. As a part of the social responsibility and as a good
corporate citizen, the Company regularly undertakes various programs and projects with a view to promote and
protect a congenial and eco-friendly atmosphere in and around the Plants and Mines. We pledge to serve and
contribute to the welfare of the society in general and the surrounding areas of the working site in particular.
During the year under review, the Board of our Company approved a comprehensive CSR Budget and accordingly
the CSR activities were planned for the financial year 2020-21 as per the recommendation/approval of the CSR
Committee and the Board. The Company is pursuing the CSR programs and projects as per its approved Corporate
Social Responsibility Policy.
As part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has undertaken projects and
programs in the areas such as Healthcare, Sanitation, Provision of Safe Drinking Water, Mitigate malnutrition,
Promotion of Education and Imparting Training, Women Empowerment, Promotion of Traditional Art and Culture,
Environmental Sustainability, Development of Rural Sports, Programs and Training for development and upliftment
of rural masses especially women, youths and girls and Development of Infrastructural facilities in rural areas.
During the year under review some of the CSR activities undertaken by the Company in and around the Plants and
Mining areas which are largely in accordance with Schedule VII of the Companies Act, 2013 are as follows:
1. Opening of a Charitable Medical Centre at Village Dhaneli to provide medical care facilities to the people
residing in the plant peripheral areas. The center has facilities to accommodate two doctors at a time and
attending emergency/other cases of villagers.
2. Health & Eye check-up/awareness camp, Provision of safe drinking water, submersible pumps and drilling for
Borewells, water supply by tankers in villages.
3. Financial assistance for honorarium to teachers, providing skill development training to unemployed youths,
organizing educational tours.
4. Organizing sports activities, sports ground maintenance and providing financial assistance and distribution of
sports material for promotion of rural /nationally recognized sports.
5. Development of tailoring training center for imparting training to rural women, providing tailoring material
and sewing machines at training centers, providing furniture to local Mahila Samiti and organizing women
amusement programs.
6. Protection of ecological balance through landscaping & garden development, tree plantation and distribution
of plants.
7. Financial Assistance for local development work, renovation of Government school, installation of solar
streetlights in villages, assistance in infrastructure work of local temples and areas, maintenance of roads etc.
Your Directors wish to inform:
i. That as per the provisions of Section 135 (5) of the Companies Act, 2013, Company was not required to spend
any amount during the Financial Year 2020-21 on the CSR Activities.
ii. That the CSR Budget for the Financial Year 2020-21 as approved by the CSR Committee and the Board was
Rs. 258.90 lacs.
iii. That during the financial year 2020-21, the actual expenditure incurred by the Company on the CSR activities
was Rs.242.34 lacs.
During the Financial Year 2020-21, the Company spent Rs.242.34 lacs on CSR activities and thus has been able
to increase the amount spent on the CSR activities during the Financial Year 2020-21 as compared to previous
financial year - Rs.229.15 lacs.
The Annual Report on CSR activities is attached as “Annexure A” and forms part of this report.
27
48th Annual Report 2020-2021
4. AUDITORS’ REPORT:
The Auditors Report on the financial statements of the Company for the year ended 31st March, 2021 is
self - explanatory except a qualification which have been specified herein below along with Boards explanations
thereto:
AUDITORS’ QUALIFICATION (if any)
As mentioned in Note no. 18.10 to the Financial Statements, Non Current Borrowings include an amount of
Rs.183111.16 Lakhs due to an Asset Reconstruction Company. Banks holding 97.91% (by value) of the total principal
debt, equivalent to Rs. 356,324.74 Lakhs, assigned all their rights, title and interests in financial assistances granted
by them to the Company in favour of Assets Care & Reconstruction Enterprise Limited, acting in its capacity as
Trustee of ten different Trust (ACRE). Until the revised terms and condition will be agreed between the Company and
ACRE, the arrangement with those banks are valid and as per the arrangements with those banks, the Company
is required to comply with certain covenants as referred in the said note and non-compliance with these covenants
may give rights to the banks/ACRE to demand repayment of the loans. As at March 31, 2021, the Company has
not complied with certain covenants and they have not been provided with any confirmation from those lenders for
extension of time to comply with these covenants. The Company has not classified these liabilities as current liabilities
as required by Indian Accounting Standards (Ind AS) – 1 – “Presentation of Financial Statements”.
EXPLANATION TO AUDITORS’ QUALIFICATION (if any)
Your Directors submit the following explanation to the above qualification of the Auditors:
The Management is of the view that the non-compliance of the loan covenants will not affect the continuity of the
Company’s operations and it continues to prepare its books of accounts on going concern basis. ACRE continues
to support the operations of the Company. The Company has entered into a restructuring support agreement dated
23rd August, 2021 with various trusts declared and managed by Asset Care & Reconstruction Enterprise Limited,
in its capacity as a trustee of such trusts (“Lenders”) in relation to restructuring of its outstanding debt owed to the
Lenders, in accordance with Section 9 of the Securitization and Reconstruction of Financial Assets and Enforcement
of Securities Interest Act, 2002 (“SARFAESI Act”), as amended and restated from time to time (“Restructuring Support
Agreement”).
The debt restructuring would become effective upon completion of certain condition precedents under the Restructuring
Support Agreement.
It is expected that the implementation of the proposed debt restructuring would improve the cash flow position of the
Company, result in reduction of financial stress and will lead to realignment of debt to a sustainable level and prompt
servicing of debt dues by the Company.
Hence the Company continues to classify these borrowings as non-current.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the period under review, the Members at the 47th Annual General Meeting of the Company, pursuant to
provisions of Sections 196, 197, 198 and other applicable provisions, if any, of the Companies Act, 2013, Schedule
V thereof and rules made there-under including any modifications and/or re-enactments thereof and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, consented to:
a) re-appointment of Shri Arvind Jayaswal (DIN 00249864) as Managing Director & CEO (Foundry Division) for a
period of 3 (Three) years w.e.f. 1st January, 2020 ,
b) re-appointment of Shri Ramesh Jayaswal (DIN 00249947) as Joint Managing Director & CEO (Steel Plant
Division) for a period of 3 (Three) years w.e.f. 1st January, 2020,
c) re-appointment of Shri P.K. Bhardwaj (DIN 03451077) as Executive Director & CFO for a period of 3 (Three)
years w.e.f. 25th February, 2020 and
d) re-appointment of Shri Meghpal Singh (DIN 02635073) as Executive Director (Steel) & Chief Operating Officer
(COO), Steel Plant Division of the Company for a period of 3 years w.e.f 13th November, 2020.
28
Shri Darshan Kumar Sahni, Independent Director ceased to be a Director of the Company due to his sad demise on
30th April,2021.
Shri Ashwini Kumar (DIN 07694424) has been appointed as an Independent Director of the Company not liable to
retire by rotation for a period of 3 years w.e.f. 14th August, 2021 subject to approval of shareholders in the ensuing
Annual General Meeting.
Shri Manoj Shah (DIN 00010473) and Smt. Kumkum Rathi (DIN. 03128864) have been appointed as Independent
Directors of the Company not liable to retire by rotation for a period of 3 years w.e.f. 21st October, 2021 subject to
approval of shareholders in the ensuing Annual General Meeting.
Further, the terms of Shri S.N. Singh and Smt. Raji Nathani, Independent Directors expired on 21st September,
2021 and that of Shri Arvind Iyer, Independent Director of the Company will be expiring on 12th November, 2021.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company,
Shri Meghpal Singh (DIN 02635073), Executive Director (Steel) & Chief Operating Officer (COO), Steel Plant
Division and Shri Ramesh Jayaswal (DIN 00249947), Joint Managing Director & Chief Executive Officer (CEO),
Steel Plant Division of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being
eligible have offered themselves for re-appointment.
Necessary information on the Director(s) seeking appointment/ reappointment will be given in the Notice of the
ensuing Annual General Meeting.
The Company has received declarations from all the Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosoure Requirements) Regulations, 2015.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company:
i) Shri Arvind Jayaswal (DIN 00249864),Managing Director and Chief Executive Officer (Foundry Division),
ii) Shri Ramesh Jayaswal (DIN 00249947), Joint Managing Director and Chief Executive Officer (Steel Plant
Division),
iii) Shri P. K. Bhardwaj (DIN 03451077), Executive Director and CFO,
iv) Shri Megh Pal Singh (DIN 02635073), Executive Director (Steel) and Chief Operating Officer (Steel Plant
Division) and
v) Shri Vikash Kumar Agarwal, Company Secretary and Compliance Officer.
Board Evaluation
The Board of Directors of the Company is committed to get its performance evaluated in order to identify its strengths
and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has
established the process for evaluation of performance of Directors including Independent Directors, the Board and
its Committees. The evaluation of performance of Executive Directors is done by Independent Directors.
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and
other individual Directors which includes criteria and process for performance evaluation of the Non-Executive
Directors and Executive Directors through questionnaire to judge the knowledge to perform the role, time and level
of participation, performance of duties, professional conduct, independence etc. The appointment/re-appointment/
continuation of Directors on the Board is based on the outcome of evaluation process.
During the year under review, as per the policy for the performance evaluation, formal evaluation of performance of
Directors including Independent Directors, the Board and its Committees was made by the Independent Directors
and the Nomination and Remuneration Committee in their respective meetings and the evaluation result was placed
before the Board for its information and consideration.
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48th Annual Report 2020-2021
Remuneration Policy
The Company has a policy for selection and appointment of Directors, Key Managerial Personnel and Senior
Management Personnel and for determination of their remuneration. The Nomination & Remuneration Policy details
are stated in the Corporate Governance Report.
Meetings
During the year 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held the details
of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013 / SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 subject to relaxations given by the Ministry of Corporate Affairs and SEBI respectively.
RELATED PARTY TRANSACTIONS:
During the period under review, all related party transactions that were entered were on an arm’s length basis and
were in the ordinary course of business. As a matter of abundant precaution, the transactions between the Company
and one of its related parties M/s. NSSL Private Limited during the financial year 2020-21 has been duly approved
by the shareholders of the Company as it has exceeded the limits prescribed under Section 188 of the Companies
Act, 2013. There are no materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large.
The policy on Related Party Transactions duly approved by the Board on the recommendation of the Audit Committee
has been posted on the Company’s website.
6. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, is attached as “Annexure B” and forms part of this report.
7. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended in respect of employees of the
Company forming part of Directors’ Report is given in “Annexure E” to this Report.
8. SUBSIDIARY COMPANY AND ASSOCIATE COMPANY:
During the period under review, the Company did not have any Subsidiary Company. Further, Statement in respect
of Maa Usha Urja Limited, an Associate Company under Section 129 of the Companies Act, 2013, read with Rule
5 of the Companies (Accounts) Rules, 2014 in Form AOC-1, is attached as “Annexure C” and forms part of this
report.
The Company has formulated a policy for determining ‘material subsidiaries’ and the said policy has been posted on
the website of the Company.
Weblink – https://www.necoindia.com/wp-content/uploads/2016/08/Policy-on-Material-Subsidiaries.pdf
30
11. RISK MANAGEMENT:
The Company has a comprehensive Risk Management framework in place to identify, assess, monitor and mitigate
various risks to the business.
The Risk Management Committee and the Board periodically reviews the Company’s risk assessment and Action
taken report as per the Risk Management Policy and Plan to ensure that the Management identifies and controls
risks through a properly defined framework.
12. VIGIL MECHANISM / WHISTLE BLOWER MECHANISM:
The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine
concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use
the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors
of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism Policy are made available on
the website of the Company and have also been provided in the Corporate Governance Report forming part of this
Report.
Weblink: https://www.necoindia.com/wp-content/uploads/2016/08/WHISTLE-BLOWER-POLICY-JNIL.pdf
13. DIRECTORS RESPONSIBILITY STATEMENT:
As required under section 134 (3) (c) of the Companies Act, 2013, your Directors confirm and state:
a. that in the preparation of the annual financial statements for the year ended 31st March, 2021, the applicable
accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements 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 31st March, 2021 and of
the profit and loss of the Company for the year ended on that date;
c. 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;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls have been in place and that the internal financial controls are adequate
and have been operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws have been in place and are
adequate and operating effectively.
14. INTERNAL FINANCIAL CONTROL SYSTEMS:
The Company has formulated its SOPs & Policies related to Internal Financial Control over Financial Reporting.
There are sufficient controls and checks and balances established for all the material transactions. The Company has
also fixed process flows for all the transactions. The Company has also designed strong Management Information
System (MIS) for proactive controls and monitoring.
The Company has in place adequate internal financial controls with reference to Financial Statements. During the
year, such controls were operating effectively.
15. ANNUAL RETURN:
The Annual Return of the Company is available on the URL http://necoindia.com/annual-reports.html
31
48th Annual Report 2020-2021
16. AUDITORS:
The Joint Statutory Auditors M/s. Naresh Patadia & Co., Chartered Accountants, Nagpur hold office for the period of
5 years from the Annual General Meeting (AGM) held on 27th September, 2017.
Further, the Joint Statutory Auditors M/s. Pathak H. D. & Associates LLP, Chartered Accountants, Mumbai holds
office until the ensuing Annual General Meeting of the Company and consequently their term gets completed on the
conclusion of the Annual General Meeting. We thank them for their sincere services rendered to the Company.
Now the Company has approached M/s. Chaturvedi and Shah LLP, Chartered Accountants, Mumbai to give their
consent to become Joint Statutory Auditors of the Company for the period of five years commencing from the date of
the ensuing Annual General Meeting.
Their consent letters/ certificates to the effect that their appointments, if made would be within the prescribed limits
under Section 141 of the Companies Act, 2013 and that they are not disqualified have been received.
Consequently, the Board of Directors recommend the appointment of M/s Chaturvedi and Shah LLP, Chartered
Accountants, Mumbai, as the Joint Statutory Auditor of the Company for the period of five years commencing from
the date of the ensuing Annual General Meeting.
The said recommendation has been put up for the approval of the members at the ensuing Annual General Meeting of
the Company. Further as per the terms of the Restructuring Support Agreement the appointment is subject to receipt
of consent of various trusts declared and managed by Asset Care & Reconstruction Enterprise Limited, in its capacity
as a trustee of such trusts (“Lenders”). The lenders consent has been received.
17. COST AUDITOR:
In pursuance of Section 148 of the Companies Act, 2013, your Directors appointed M/s. Manisha & Associates, Cost
Accountants, Nagpur to conduct the audit of the Cost Accounting records for the financial year 2020-21.
The Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on
30th June, 2021 has re-appointed M/s. Manisha & Associates as the Cost Auditors of the Company, to conduct
the audit of the Cost Accounting records for the financial year 2021-22 on the remuneration of Rs. 1,43,750/- plus
applicable taxes and reimbursement of out of pocket expenses at actuals. As required under Section 148 (3) of
the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration
payable to the Cost Auditors is to be ratified by the shareholders. Therefore, the Board of Directors recommend the
remuneration payable to M/s. Manisha & Associates, Cost Auditors for the financial year 2021-22 for the ratification
by the Members at the ensuing Annual General Meeting.
18. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s. R. A. Daga and Co., Company
Secretaries, Nagpur to conduct Secretarial Audit for the financial year 2020-21.
The Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on
30th June, 2021 has re-appointed M/s. R. A. Daga and Co., Company Secretaries, Nagpur to conduct Secretarial
Audit for the financial year 2021-22 on the remuneration of Rs. 46,000/- plus out of pocket expenses at actuals.
The Secretarial Audit Report for the financial year ended 31st March, 2021 in Form MR-3 is attached as
“Annexure D” and forms part to this Report. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going
concern status and Company’s operations in future. However, the other significant and material orders passed by the
Regulators/Courts/Tribunals have been covered under points 3 (D) – Restructuring of Term Loans, 3 (E) – Projects
and 21 (2) of this Report.
32
20. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as stipulated under Regulation 34 (2) (f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, describing the initiatives taken by them from an environmental, social
and governance perspective, in the format as specified by the Securities Exchange Board of India, forms a part of
this report.
21. GENERAL:
Your Directors state that during the year under review:
1. The Company had no deposits covered under Chapter V of the Companies Act, 2013.
2. The Company Petition No.11 of 2015, under Section 434 of the Companies Act, 1956, was filed before the
Bombay High Court, Nagpur Bench, Nagpur by Corporate Ispat Alloys Limited (CIAL), through its Director,
Shri Manoj Kumar Jayaswal, against the Company (JNIL) claiming an amount of Rs. 1,02,26,78,728/-
as payable to CIAL.
The Company had challenged the maintainability of the said winding up petition, the hearing in the matter had
been completed. Subsequently the said petition has been withdrawn by the petitioner as confirmed by the
Hon’ble Bombay High Court, Nagpur Bench order dated 25th February, 2021.
Further the Company had filed a civil suit claiming a sum of Rs. 70027.00 lakhs from CIAL towards the loss
suffered by it due to delay / withholding the merger of Strip Mill Division of CIAL with a malafide intention which
is pending before the Hon’ble Civil Judge Senior Division, Nagpur.
3. No cases have been filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. There has been no incidence/complaint related to sexual harassment of women at
workplace during the period under review.
4. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.
5. The Dividend Distribution Policy of the Company is available on the Company’s website and can be accessed
at: https://www.necoindia.com/images/investor/corporate-governance/Dividend-Distribution-Policy.pdf
22. ACKNOWLEDGEMENTS:
Your Directors place on record, their sincere appreciation and gratitude for all the co-operation extended by
Government Agencies, Lenders, Financial Institutions, Business Associates and Shareholders. The Directors also
record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company
at all levels in all units and for their valuable contribution in the working of the Company.
33
48th Annual Report 2020-2021
ANNEXURE – A
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. Brief outline on CSR Policy of the Company –
Corporate Social Responsibility (CSR) lies within the functioning of the Corporate operations itself, which caters to
the needs of the community and the regions in which it operates. It has now been realized and accepted that the
government alone would not be able to ameliorate the dilapidated condition of the weaker sections of the society. A
combined endeavour is needed from all who dwell in the society including the corporates.
CSR has become a global concern. But, Jayaswal Neco Industries Limited (JNIL) has always been aware of its
Corporate Social Responsibility and has been fulfilling the aspirations of the society since long. It has adopted CSR
as a strategic tool for the sustainable development of the society. For JNIL, CSR is not simply investment of funds
for the social cause but linking of the business activity with the social activity.
Objective and Philosophy – The key objective of the CSR policy is to frame guidelines for JNIL to adopt CSR as
a part of its business process for the sustainable growth of the society, work towards elimination of all hurdles for
the social inclusion of the disadvantaged group such as the poor and the disabled, work for the economic and
socio-cultural growth of the communities around which the Company operates. The objective will be to build a self-
sustainable habitat that surrounds the units of the Company and to provide utmost attention to the children as in their
hands lies the country’s future and it is for their sake that the health, education and environment get the topmost
priority in our CSR policy. Our ultimate aim is to serve the community in true sense.
With the aforesaid mission, the Corporate Social Responsibility Policy of the JNIL has been meticulously framed
taking into account inter-alia the following main features:
i. To take welfare measures for the community at large so that the poorer section of the society derives the
utmost benefit;
ii. To promote education, including special education and employment enhancing vocational skills among
children, women, elderly and disabled persons to widen their livelihood prospects;
iii. To set up old age home, to participate in the drive to eradicate poverty and malnutrition, to promote preventive
and curative healthcare and sanitation;
iv. To protect and safeguard environment and maintain ecological balance.
2. The Composition of CSR Committee is as follows:
Sr. Name of Director Designation/Nature of Number of Number of meetings
No. Directorship Meetings of CSR of CSR Committee
Committee held attended during the
during the Year year
Chairman/
1. Shri Arvind Jayaswal (Managing Director & CEO - 5 5
Foundry Division)
Member/
2. Shri Ramesh Jayaswal (Joint Managing Director & 5 3
CEO - Steel Plant Division)
Member/
3. Shri B.K. Agrawal 5 5
(Independent Director)
34
3. Weblink where Composition of CSR Committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the company:
https://www.necoindia.com/wp-content/uploads/2016/08/Corporate-Social-Responsiblity-Policy-1.pdf
4. Details of Impact assessment of CSR projects carried out in pursuance of sub- rule (3) of rule 8 of the
Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report):
Not Applicable.
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate
Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any:
Sr. Financial Year Amount Available for Set off from Amount Required to be set off for
No. Preceding Financial Year the Financial Year, if any
(Rs. in Lakh) (Rs. in Lakh)
Not Applicable
6. Average Net Profit/(Loss) of the Company as per Section 135(5):
Average Net Profit/(Loss) : Rs. (65815.40) Lacs
7. (a) Two percent of the average Net Profit of the Company as per section 135(5): Nil
(b) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years:
Not Applicable
(c) Amount required to be set off for the F.Y 2020-21: Not Applicable
(d) Total CSR Obligation For the F.Y 2020-21 (7A+7B-7C) : Nil
8. (a) CSR Amount spent or unspent for the F.Y 2020-21:
242.34 NIL
(b) Details of CSR amount spent against ongoing projects for the F.Y 2020-21:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10)
Sr. Projects / Item from Local Locations Project Amount Amount Amount Mode of
No. Activities the list of Area Duration allocated spent in transferred implementation
activities in (Y/N) for the the F.Y to unspent Direct/
Schedule VII project 2020-21 CSR Through
account as Implementing
to the act. per Section Agency (Name
135(6) & CSR Reg.
No.)
District (Rs. in (Rs. in (Rs. in
(State) Lacs) Lacs) Lacs)
Not Applicable
35
48th Annual Report 2020-2021
(c) Details of CSR amount spent against other than ongoing projects for the F.Y 2020-21:
(1) (2) (3) (4) (5) (6) (7) (8)
Sr. Projects / Activities Item from Local Area Locations Amount Mode of Mode of
No. the list of (Y/N) spent for the implementation – implementation
activities in project Direct Direct/ Through
Schedule VII (Yes/No). Implementing
District (State) (Rs. in Lacs)
to the act. Agency (Name &
CSR Reg. No.)
36
4. Organizing village level Sports Activity Yes Narayanpur, 2.37 Yes NA
sports tournament, Financial Kanker,
assistance in organizing Cricket Kabirdham
tournament, Financial assistance ,Bilaspur
for organizing Rural/Nationally and Raipur
Recognized Sports in villages (Chhattisgarh)
like Siltara, Giroud, Dhaneli,
Mandhar, Murethi and Sankra.
5. Tree plantation at various places Environmental Yes Kanker, 26.30 Yes NA
including plant peripheral areas, Sustainability Kabirdham
Organising activities for World and Raipur
Environment day programmes, (Chhattisgarh)
Environment Protection/
Eco balance near Airport,
Landscaping work.
6. Assistance for cultural programs Promotion and Yes Narayanpur, 39.62 Yes NA
on Mela Parv, for organisng Development Kanker,
traditional Chhattisgarhi folk of Traditional Bilaspur,
dance competition, Expenses Art and Kabirdham
towards Samadhan Kendra & Culture, and Raipur
Socio House, Distribution of Community (Chhattisgarh)
Musical Set/Tent Materials, Welfare and
Organizing Anand Mela Utsav to Promotion
enhance Traditional Art, Cultural of Weaker
Program, Financial assistance Sections of
to villages like Siltara, Giroud, Society.
Dhaneli, Mandhar, Murethi
and Sankra for Promotion and
development of traditional Art
& Culture among the villagers
in plant periphery, Financial
assistance to various Gram
Panchayats to organise Durga
Pooja, Diwali, Holi, Guru
Ghasidas Jayanti programmes
etc.
7. Renovation of Primary Schools, Rural & Yes Narayanpur, 117.79 Yes NA
installation of LED Lights at Infrastructure Kanker,
Village lamp post, Construction/ Development Bilaspur,
Repairing of Roads & Culverts, Projects Kabirdham
Organising food distribution and Raipur
programmes in plant peripheral (Chhattisgarh)
villages during COVID-19,
Assistance on Labour Day for
organizing local Adivasi cultural
dance program, Distribution of
blankets/clothes to old aged
and orphans, Beautification &
Deepening Work of Pond/Dam
and developing fruit bearing
garden, Distribution of fruit
saplings to villagers, Training to
people for Fish Farming at village
Pond, Strengthening of Canal
Bund road approaching to village
Giroud, Maintenance of Roads/
School Boundary wall/Temple/
Samudayik Bhawan in Village
Udgan, Ameri Akbari and Dagori.
TOTAL 242.34
37
48th Annual Report 2020-2021
38
ANNEXURE B
Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as per
Section 134 (3) (m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.
A) Conservation of Energy-
i) The steps taken or impact on conservation of energy;
1. SMS I LRF electrode Diameter reduce from 350 mm to 300 mm
i) In the past we used to use 350 MM Electrode. The monthly average consumption was 1.45 KG MT
ii) After replacing the 350 MM with 300 the monthly average consumption is 1.15 Kg/MT
iii) Saving is 1.45-1.15= 30 grams per MT
iv) Monthly average production 20,000 Mt
v) Monthly Electrode saving is 0.03 x20000=600 KG
vi) The cost of MT of Graphite = Rs.2,25,000/-
vii) Saving = Rs.1,35,000/-
viii) Other parameters related to power consumption are under monitoring
2. Compressed air used by the Blast furnace sinter plant and power plant 01 flow measuring equipment
(orifice plate and flow meter) are installed in shut down, Blast furnace area compressor efficiency and flow
consumption for all different unit is being measured and under monitoring, vice versa arrangement is work
under progress for the compressor house of plant
ii) the steps taken by the Company for utilizing alternate sources of energy/ optimizing the use of energy;
- In Sinter Plant Pneumatic dust conveying system installed in place of conveyor system – C 10.4 & 15.6.
Closed conveying system eliminates the fugitive emission and reduced operating cost.
iii) The capital investment on energy conservation equipments;
- Orifice plate and flow meter Rs. 3.5 Lacs in Iron zone area.
B) Technology Absorption-
i) The efforts made on technology absorption and advantages achieved;
SINTER PLANT:
- In Sinter machine Suction increased from pellet car side wall due to wear and replacement of pellet car
were increased. Hence a liner plate designed and fixed in all pellet car after machining all pellet cars.
This improves suction in the machine.
RMHS :
- Improve availability of charging system by converting motorized actuator system in QG – 6,7,13,14 to
hydraulic actuator system.
COKE OVEN:
- Coke hopper gate design has been modified & installed. Now it can be operated by a single person.
STEEL MELT SHOP-1 :(2020-21)
- LRF1 electrode diameter reduced from 350 mm to 300 mm with selection of voltage & current setting
changed to save LRF power consumption & electrode consumption.
- LRF 2, New 2 alloys feeding hopper has been made to avoid manual addition which in terms save
power & avoid chance of accident .
- Imported lime has been used for improvement in slag making which is helpful in secondary refining.
- 90% MgO tundish spray mass has been introduced for critical application grades to improve quality of steel.
- EAF water cooled delta fourth hole size increased & also water-cooled chute dia increased for elimination
of delta leakages & chute jamming.
- EAF roof cooling inlet & outlet header rerouting for its life enhancement.
39
48th Annual Report 2020-2021
40
ii) Technology imported during the last three years reckoned from beginning of the financial year –
Details of Technology Imported Technology Imported from Year of Import
Auto Ultrasonic Testing (Auto UST) Machine Olympus, Canada 2020-21
Magnetic Flux Leakage Test ( MFLT) Pruftechnic, Germany 2020-21
41
48th Annual Report 2020-2021
ANNEXURE C
Form AOC-I
(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ASSOCIATE
COMPANIES/JOINT VENTURES
Part “A”: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
NOT APPLICABLE
The Company do not have any Subsidiary Company as on 31.03.2021.
1. Names of subsidiaries which are yet to commence operations. --
2. Names of subsidiaries which have been liquidated or sold during the year. --
42
ANNEXURE – D
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2021
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members,
JAYASWAL NECO INDUSTRIES LIMITED
CIN: - L28920MH1972PLC016154
F-8, MIDC Industrial Area, Hingna Road,
Nagpur-440016
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by Jayaswal Neco Industries Limited having CIN – L28920MH1972PLC016154 (hereinafter called
“the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by
the Company and also the information, representation and reports provided by the Company, its Board of Directors, its
designated officers, and authorized representatives during the conduct of Secretarial Audit, we hereby report that in
our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2021 complied
with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-
mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
A. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the
Company for the financial year ended on 31st March, 2021 according to the provisions of:
(i) The Companies Act, 2013 (“the Act”) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of
Foreign Direct Investment (FDI), Overseas Direct Investment (ODI) and External Commercial Borrowings
(ECB): There were no such transactions related to FDI,ODI and ECB in the Company during the period under
audit.
(v) The following Regulations and Guidelines prescribed under Securities and Exchange Board of India
Act, 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client;
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018;
(vi) Though the following laws are prescribed in the format of Secretarial Audit Report by the Government,
the same were not applicable to the Company during the audit period for the financial year ended
31st March, 2021:-
The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014.
The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
The Securities and Exchange Board of India (Buyback of Securities) Regulations,2018;
43
48th Annual Report 2020-2021
(vii) For the other applicable laws our audit was limited to:-
a) Factories Act, 1948;
b) Industries (Development & Regulation) Act,1951;
c) The Electricity Act,2003 and rules issued thereunder;
d) Indian Boilers Act,1923 and rules issued thereunder;
e) Labour Laws and other incidental laws and rules issued thereunder related to Labour and employees
appointed by the Company either on its payroll or on contractual basis as related to Wages, Gratuity,
Provident Fund, ESIC, Compensation etc.;
f) Acts and rules prescribed under Prevention and Control of Pollution;
g) Acts and rules prescribed under Environment Protection;
h) Acts and rules prescribed under Direct Tax and Indirect Tax;
i) Land Revenue laws of respective States;
j) Labour Welfare Act of respective States;
k) Acts and rules prescribed for mining activities;
l) Local laws as applicable to various Offices & Plants.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards with regard to the Meeting of Board of Directors (SS-1), General Meetings (SS-2) and Report
of the Board of Directors (SS-4) issued by the Institute of Company Secretaries of India.
(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
We report that, during the period under review, the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above.
B. We further report that:
• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors including Independent Directors. The changes in the composition of the Board of
Directors that took place during the period under review were carried out in compliance with the provisions of
the Companies Act, 2013 and the Listing Regulations.
• Adequate Notice is given to all Directors to schedule the Board Meetings, Agenda and detailed notes on
Agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further
information and clarifications on the Agenda items before the meeting and for meaningful participation at the
meeting.
• Majority decision is carried through while the dissenting members’ views if any are captured and recorded as
part of the minutes.
• The Company has obtained all necessary approvals under the various provisions of the Act; and
C. We further report that, there are prima facie adequate systems and processes in the Company commensurate with
the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations
and guidelines.
D. We further report that, during the audit period, there were no other specific events/actions in pursuance of the
above referred laws, rules, regulations, guidelines etc., having major bearing on the Company’s affairs.
44
ANNEXURE I
To
The Members,
Jayaswal Neco Industries Limited
CIN: - L28920MH1972PLC016154
F-8, MIDC Industrial Area, Hingna Road,
Nagpur.
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the Management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about
the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that
correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide
a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the
Company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and
regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
Place: Nagpur
Date:- 24th June,2021 R.A. DAGA & Co.
Company Secretaries
Rachana Daga
Proprietor
Membership No: 5522
C. P. No: 5073
ANNEXURE II
Rachana Daga
Proprietor
Membership No: 5522
C. P. No: 5073
45
48th Annual Report 2020-2021
ANNEXURE – E
Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 as amended and forming part of the Directors’ Report for
the year ended 31st March, 2021.
i) The ratio of remuneration of each Director to the median remuneration of the employees of the Company for the
financial year 2020-21:
Sr. No. Name of Directors Ratio
1 Shri Basant Lall Shaw 0.31
2 Shri Arvind Jayaswal 35.39
3 Shri Ramesh Jayaswal 35.95
4 Shri B. K. Agrawal 0.52
5 Shri P. K. Bhardwaj 13.74
6 Shri S. N. Singh 0.38
7 Shri Darshan Kumar Sahni 0.38
8 Smt. Raji Nathani 0.31
9 Shri Megh Pal Singh 18.31
10 Shri Arvind Iyer 0.44
11 Shri Rajendra Prasad Mohanka 0.23
ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the financial year 2020-21:
Sr. Name of Directors / KMP Designation Remuneration % increase /
No. Paid (decrease) in
(Rs. in Lacs) Remuneration
2020-21 2019-20 Paid
3 Shri Ramesh Jayaswal Jt. Managing Director & CEO (Steel Plant 114.89 151.74 (24.28)
Division)
4 Shri B. K. Agrawal Independent Director 1.65 1.25 32.00
5 Shri P. K. Bhardwaj Executive Director and CFO 43.91 48.79 (10.00)
6 Shri S. N. Singh Independent Director 1.20 1.20 --
7 Shri Darshan Kumar Sahni Independent Director 1.20 0.90 33.33
8 Smt. Raji Nathani Independent Director 1.00 1.00 --
9 Shri Megh Pal Singh Executive Director (Steel) & COO 58.52 77.21 (24.21)
(Steel Plant Division)
10 Shri Arvind Iyer Independent Director 1.40 1.35 3.70
11 Shri Rajendra Prasad Independent Director 0.75 1.00 (25.00)
Mohanka
12 Shri Vikash Kumar Agarwal Company Secretary and Compliance Officer 25.20 24.02 4.91
iiii) The percentage decrease in the median remuneration of employee(s) in the financial year 2020-21: (2.00%).
iv) The number of permanent employees on the roll of the Company: 4056 Employees as on 31st March, 2021.
v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the
last financial year and its comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
46
Percentage increment at 50th Percentile for Salaries of Non-Managerial Personnel is (1.86%)
Percentage increment at 50th Percentile for Salaries of Managerial Personnel is (9.22%)
The increase in remuneration is not solely based on Company’s performance but also includes various other
factors like individual performance, experience, relevant expertise, skills, academic background, industry trends,
economic situation and future growth prospects etc. besides Company’s performance. There were no exceptional
circumstances for the increase in managerial remuneration in comparison to remuneration of other employees.
vi) The remuneration paid to the Directors is as per the Remuneration Policy of the Company.
vii) Statement of Particulars of Employees as per Section 197 of the Companies Act, 2013 read with rule 5(2) and (3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, and forming
part of the Directors’ Report for the year ended 31st March, 2021:
Sr. Name of the Designation/ Age/ Experience Remune- Last Date of Equity
No. Employee Nature of Qualification ration Employment Appointment holding
Employment (Rs. In %
Lacs)
1 Shri Arvind Managing Director 68, 44 113.10 Managing 01.01.1998 0.38
Jayaswal & CEO (Foundry B.Sc. Director of
Division) / Jayaswals Neco
Contractual Limited
2 Shri Ramesh Joint Managing 62, 37 114.89 Whole time 01.01.1998 0.38
Jayaswal Director & B.Com. Director of
CEO (Steel Nagpur Alloy
Plant Division)/ Castings Limited
Contractual
3 Shri Megh Pal Executive 63, 41 58.52 Bhushan Steel 13.11.2014 --
Singh Director (Steel) B. E. Limited
& COO (Steel (Metallurgy)
Plant Division) /
Contractual
4 Shri S.K. Swain Associate Director 53, 29 68.47 Midwest Iron & 11.09.1995 --
(Metal Mines) B. E. Steel Co. Ltd.
(Metallurgy)
5 Shri Susanta Associate Director 56, 30 65.62 House of Kedia, 10.10.2001 --
Kumar Moitra (Business M.Com., D.B.M. Bhilai
Development) and M.B.A.
6 Shri Rajkamal President 58, 36 73.44 Sunflag Iron & 14.08.2003 --
Shrivastava (Marketing) B.Com., LLB, Steel Co. Ltd.
PGDM & SM
7 Shri Bijendra President (Works) 50, 24 68.06 Hospet Steels 12.12.2019 --
Kumar Tiwari B.E.(METT.), Limited
M.TECH.(IND.
METT.)
8 Shri Kapil Shroff President 42, 21 55.40 Sunflag Iron & 15.05.2004 --
(Finance) B.Com, F.C.A, Steel Co. Ltd.
D.I.S.A.
9 Shri B. Venkata Vice President 56, 30 59.32 MGM Steel 16.12.2010 --
Narayana (Project) B.E. (Mech.) Limited
10 Shri B. Vice President 53, 31 56.54 Essar Steel 31.05.2012 --
Srinivasa Rao (Pellet Plant) AMIE (Elect. & Limited
Tele.), MBA,
PG DIL PER.
MGMT, PROD.
MGMT.
Notes: i. Remuneration includes Salary and allowances.
ii. Shri Arvind Jayaswal and Shri Ramesh Jayaswal are related to Shri Basant Lall Shaw, Chairman of
the Company.
47
48th Annual Report 2020-2021
48
7 Shri Darshan Kumar Independent 4 No - - - -
Sahni Non-
Director (DIN 00131269) Executive
(Upto 30th April, 2021)
8 Smt. Raji Nathani Independent 4 No - - - -
Director (DIN 06945777) Non-
( Upto 21st September, Executive
2021)
9 Shri Megh Pal Singh Professional 4 No 1 - - -
Executive Director Executive
(Steel) & Chief Operating
Officer (Steel Plant
Division) (DIN 02635073)
10 Shri Arvind Iyer Independent 4 No - - - -
Director Non-
(DIN 01375173) Executive
11 Shri Rajendra Prasad Independent 3 No 2 1 1 Sharda Ispat
Mohanka Non- Limited-
Director Executive Independent
(DIN 00235850) Director
Vidarbha
Industries
Limited –
Independent
Director
(*) Excluding Private Limited Companies, Foreign Companies, Section 8 Companies and Alternate Directorships.
(**) Includes only Audit Committee and Stakeholders’ Relationship Committee.
None of the Directors of the Company are inter-se related to each other except Shri Arvind Jayaswal, Managing
Director & Chief Executive Officer (Foundry Division) and Shri Ramesh Jayaswal, Joint Managing Director & Chief
Executive Officer (Steel Plant Division) who are sons of Shri Basant Lall Shaw, Chairman of the Company.
The Board of Directors is of the opinion that the Independent Directors of the Company fulfill the conditions
specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and are independent of the
management.
As per SEBI (Listing Obligations and Disclosure Requirements)Amendment Regulations,2018, the Board of
Directors of the Company has identified the list of core skills/expertise/competencies and the Directors possessing
the same as required and available in the context of its business and sector for it to function effectively which are as
follows :
Skills/Expertise/ Skills/ Name of Directors possessing the Skills/Expertise/
Competencies Required Expertise/ Competencies
Competencies
Available
Steel Sector Expert Yes S/Shri Basant Lall Shaw, Arvind Jayaswal, Ramesh Jayaswal,
**S.N. Singh and M.P.Singh
Finance & Taxation Expert Yes S/Shri B.K Agrawal, P.K Bhardwaj, R.P Mohanka and
**Smt. Raji Nathani
Commercial Expert Yes S/Shri Arvind Jayaswal, Ramesh Jayaswal and Arvind Iyer
Mining Expert Yes *Shri D. K. Sahni
* Ceased to be a Director w.e.f. 30th April, 2021.
**Ceased to be a Director w.e.f. 21st September, 2021.
Details about Directors seeking Appointment / Reappointments at the forthcoming Annual General Meeting are
given separately along with Notice convening the said Meeting.
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48th Annual Report 2020-2021
50
IV NOMINATION AND REMUNERATION COMMITTEE
During the year, Nomination and Remuneration Committee met on 29.06.2020, 14.09.2020, 11.11.2020 and
12.02.2021.
The composition of the Nomination and Remuneration Committee as on 31.03.2021 and the attendance of Members
at the Nomination and Remuneration Committee meetings are as follows:
At the meeting held on 14.09.2020, the Committee reviewed and recommended the following:
i. Re-appointment and remuneration of Shri Megh Pal Singh as Executive Director and Chief Operating Officer
(COO), Steel Plant Division for a period of three years.
At the meeting held on 11.11.2020, the Committee reviewed and recommended the following:
i. Revision in remuneration of Shri Arvind Jayaswal, Managing Director & CEO (Foundry Division).
ii. Revision in remuneration of Shri Ramesh Jayaswal, Joint Managing Director & CEO (Steel Plant Division).
iii. Revision in remuneration of Shri Pramod Kumar Bhardwaj, Executive Director & CFO.
iv. Revision in remuneration of Shri Megh Pal Singh, Executive Director and Chief Operating Officer (COO),
(Steel Plant Division).
At its meeting held on 12.02.2021, the Committee reviewed and recommended the following:
i. Evaluated the performance of all the Directors of the Company including the Independent Directors and the
performance of Board as a whole.
The terms of reference of Nomination and Remuneration Committee is as follows:
• To review and recommend the Directors’ Remuneration, service contracts, performance linked incentives and
other perks, benefits etc. to be drawn by the Company’s Directors;
• To identify the persons who are qualified to become the Directors and may be appointed in senior management
in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall
carry out evaluation of every director’s performance;
• To formulate the criteria for determining qualifications, positive attributes and independence of the Directors;
• To recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel
and other senior employees.
• To recommend to the Board, all remuneration, in whatever form, payable to Senior Management and
• To perform all other functions as are required under the Listing Regulations as amended from time to time.
Performance Evaluation Criteria for Directors including Independent Directors
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and
other individual Directors which includes criteria and process for performance evaluation of the Non-Executive
Directors including Independent Directors and Executive Directors through questionnaire to judge the knowledge to
perform the role, time and level of participation, performance of duties, professional conduct, independence etc. The
appointment/re-appointment/continuation of Directors on the Board is based on the outcome of evaluation process.
Further, all the Independent Directors of the Company have registered themselves in the Independent Directors
Database of the Indian Institute of Corporate Affairs as mandated by the Ministry of Corporate Affairs.
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48th Annual Report 2020-2021
For the purpose of selection, the Nomination and Remuneration Committee shall identify persons of integrity
who possess relevant expertise, experience and leadership qualities required for the position and shall take
into consideration recommendation, if any, received from any member of the Board.
The Committee will also ensure that the incumbent fulfills such other criteria as laid down under the Companies
Act, 2013 or other applicable laws.
The reappointment of the Directors including both Executive and Non-Executive Directors shall be based on
the outcome of the evaluation process.
2. REMUNERATION:
i) For Non-Executive Directors
The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees and reimbursement
of expenses for participation in the Board / Committee meetings as detailed hereunder:
By way of sitting fees as under:
Board Meeting – Rs.25000/ – per Meeting*.
Audit Committee Meeting – Rs.5000/ – per Meeting*.
Nomination and Remuneration Committee Meeting – Rs.5000/ – per Meeting*.
Corporate Social Responsibility Committee Meeting – Rs. 5000/ – per Meeting*.
*Subject to revision by the Board of Directors from time to time. The last revision was made
w.e.f. 1st November, 2014.
Besides payment of sitting fee there is no pecuniary relationship or transactions of the Non-Executive Directors
with the Company.
52
ii) For Executive Directors including Managing / Whole-time Director, KMP and Senior Management Personnel
a) The remuneration / compensation / commission etc., as the case may be, to the Executive Directors
including the Managing / Whole time Director shall be determined by the Nomination and Remuneration
Committee in accordance with the provisions of the Companies Act, 2013 and rules made thereunder
and recommended to the Board for approval. The remuneration / compensation / commission, etc., as
the case may be, shall be subject to the prior / post approval of the shareholders of the Company and
shall be in accordance with the provisions of the Companies Act, 2013 and Rules made thereunder.
Further, the Managing Director/ Whole time Directors of the Company are authorised to decide the
remuneration of KMP (other than Managing/Whole-time Directors) and Senior Management Personnel,
and which shall be decided based on the standard market practice and prevailing HR policies of the
Company. Provided that the appointment and remuneration of Managing Director/Whole Time Directors
shall require approval of the Board on the recommendation of the Nomination and Remuneration
Committee.
b) The remuneration of the Executive Directors including Managing Director/ Whole Time Directors is
broadly divided into a fixed component consisting of salary, allowances and perquisites as per Rules
of the Company (within the limits approved by the Board and subject to requisite statutory approvals, if
any).
No sitting fee is payable to Executive Directors of the Company for attending the Meetings of the Board and its Committees.
3. TERM:
The Term of the Directors including Managing / Whole time Director / Manager/ Independent Director shall be
governed as per the provisions of the Act and Rules made thereunder and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, as amended from time to time. The appointments of Managing/
Whole Time Directors are made under the service agreement.
4. REMOVAL:
Due to reasons for any disqualification mentioned in the Companies Act, 2013 or under any other applicable
Act, Rules and Regulations there under and / or for any disciplinary reasons and subject to such applicable Acts,
Rules and Regulations, the Nomination and Remuneration Committee may recommend, to the Board, with reasons
recorded in writing, removal of a Director, KMP or Senior Management Personnel.
53
48th Annual Report 2020-2021
54
VI. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The role of CSR Committee of the Board is to review, monitor and provide strategic direction to the Company’s CSR
practices. The Committee seeks to guide the Company in integrating its social and environmental objectives with its
business strategies. The Committee has formulated and monitors the CSR policy and recommends to the Board the
annual CSR plan comprising the CSR Budget and CSR activities of the Company in terms of Companies Act, 2013.
During the year, Corporate Social Responsibility Committee met on 19.05.2020, 14.07.2020, 07.08.2020, 26.10.2020
and 29.01.2021.
In the said meetings, the Committee members inter-alia, approved the CSR Budget and planned the activities for
the financial year 2020-21 and also took note of the amount spent on different CSR activities.
The composition of the Corporate Social Responsibility Committee and the attendance of Members at the Corporate
Social Responsibility Committee meetings is as below:
Sr. No. Names of Members Chairman / Member Attendance
1 Shri Arvind Jayaswal Chairman 5
2 Shri Ramesh Jayaswal Member 3
3 Shri B. K. Agrawal Member 5
The terms of reference of Corporate Social Responsibility Committee are as under –
i) To formulate and recommend to the Board a Corporate Social Responsibility Policy which shall indicate the
CSR activities that the Company shall pursue within the framework of activities mentioned in Schedule VII of
the Companies Act, 2013 as amended from time to time.
ii) To recommend the amount of expenditure to be incurred by the Company on the activities proposed to be
carried out under the head CSR during the relevant financial year.
iii) To monitor the Corporate Social Responsibility Policy of the Company from time to time.
iv) To comply with the directions of the Board as may be given from time to time in connection with pursuing CSR
activities, expenditure thereon and such other matters related thereto.
55
48th Annual Report 2020-2021
(2) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company.
(3) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of
risk management systems.
(4) To periodically review the risk management policy, at least once in two years, including by considering the
changing industry dynamics and evolving complexity.
(5) To keep the board of directors informed about the nature and content of its discussions, recommendations
and actions to be taken.
(6) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to
review by the Risk Management Committee.
VIII INDEPENDENT DIRECTORS’ MEETING
The Statutory role of Independent Directors Meeting is to review the performance of Non-Independent Directors, the
Board and the Chairman of the Company and also to assess quality, content and timeliness of the flow of information
between the Company Management and the Board and its Committees.
Meeting of the Independent Directors of the Company was held on 12th February, 2021 to review the performance
of Non-Independent Directors including the Chairman and the Board as a whole and was attended by all the
Independent Directors of the Company.
IX GENERAL MEETINGS
1. The location, date and time of the Annual General Meeting held during the last three financial years are as under:
For the year Location Date Time
ended
31.03.2020 Through VC/OAVM (Deemed Venue - F-8, MIDC Industrial Area, Hingna Road, 24.12.20 12.30 P.M
Nagpur - 440 016).
31.03.2019 Registered Office at F-8, MIDC Industrial Area, Hingna Road, Nagpur - 440 016. 27.09.19 12.30 P.M.
31.03.2018 Registered Office at F-8, MIDC Industrial Area, Hingna Road, Nagpur - 440 016. 28.09.18 12.30 P.M.
2. Special Resolutions passed in the last three Annual General Meetings are as follows:
a. Annual General Meeting held on 24.12.2020
i. Resolution under provisions of Sections 196,197,198,203 and all other applicable provisions of the
Companies Act, 2013 read with Schedule V and the Companies (Appointment and Remuneration
of Managerial Personnel) rules, 2014 and subject to prior approval of the Banks or Public
Financial Institutions concerned and other secured creditors, for the re-appointment of Shri Arvind
Jayaswal(DIN. 00249864), as Managing Director & Chief Executive officer (CEO) Foundry Division,
of the Company for a period of 3 Years with effect from 1stJanuary, 2020 up to 31st December, 2022.
ii. Resolution under provisions of Sections 196,197,198,203 and all other applicable provisions of the
Companies Act, 2013 read with Schedule V and the Companies (Appointment and Remuneration
of Managerial Personnel) rules, 2014 and subject to prior approval of the Banks or Public Financial
Institutions concerned and other secured creditors, for the re-appointment of Shri Ramesh
Jayaswal(DIN. 00249947), as Joint Managing Director & Chief Executive officer (CEO) Steel
Plant Division, of the Company for a period of 3 Years with effect from 1stJanuary, 2020 up to 31st
December, 2022.
iii. Resolution under provisions of Sections 196,197,198,203 and all other applicable provisions of the
Companies Act, 2013 read with Schedule V and the Companies (Appointment and Remuneration
of Managerial Personnel) rules, 2014 and subject to prior approval of the Banks or Public Financial
Institutions concerned and other secured creditors, for the re-appointment of Shri Pramod Kumar
Bhardwaj (DIN. 03451077), as Executive Director & Chief Financial officer (CFO) of the Company
for a period of 3 Years with effect from 25th February, 2020 up to 24th February, 2023.
56
iv. Resolution under provisions of Sections 196,197,198,203 and all other applicable provisions of the
Companies Act, 2013 read with Schedule V and the Companies (Appointment and Remuneration
of Managerial Personnel) rules, 2014 and subject to prior approval of the Banks or Public Financial
Institutions concerned and other secured creditors, for the re-appointment of Shri Megh Pal Singh
(DIN. 02635073), as Executive Director (Steel) & Chief Operating officer (COO) Steel Plant Division,
of the Company for a period of 3 Years with effect from 13th November,2020 up to 12th November,
2023.
b. Annual General Meeting held on 27.09.2019
i. Resolution under provisions of Sections 149, 152 read with Schedule IV and other applicable
provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time
being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
for the re-appointment of Shri B.K Agrawal (DIN: 01223894) as an Independent Director of the
Company not liable to retire by rotation with effect from 22nd September,2019 to hold office for 5
(Five) consecutive years for a term up to 21st September, 2024.
c. Annual General Meeting held on 28.09.2018
i. Resolution under provisions of Regulation 17 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations,2015 as amended by SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations,2018, for the continuance of Shri Basant Lall Shaw (DIN:
00249729) as the Director of the Company liable to retire by rotation.
ii. Resolution under provisions of Regulation 17 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations,2015 as amended by SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations,2018, for the continuance of Shri Darshan Kumar Sahni
(DIN: 00131269) as an Independent Director of the Company not liable to retire by rotation for the
remaining tenure up to 21st September,2021.
Note: No Special Resolution was passed through Postal Ballot.
X. MEANS OF COMMUNICATION
Effective communication of consistent, comparable, relevant and reliable information is an effective component of
Corporate Governance. It is a process of sharing information, thoughts, opinion, and plans to all stakeholders which
promote management-shareholder relations.
Quarterly Results: The Company’s quarterly results are generally published in Loksatta, Indian Express and
Financial Express and are displayed on its website (www.necoindia.com).
News releases, presentation: Official news releases and official media releases which are relevant are sent to
Stock Exchanges and are also displayed on the Company’s website. Wherever it is required presentations are made
to the Institutional Investors or to the Analysts.
Website: The Company’s website (www.necoindia.com) contains a separate dedicated section ‘Investor Relations’
where shareholders’ information is available. The Company’s Annual Report is also available in a user-friendly and
downloadable form.
Annual Report: The Annual Report containing, inter - alia, Audited Annual Financial Statements, Directors’
Report, Auditors’ Report and other important information is circulated to members and others entitled thereto. The
Management’s Discussions and Analysis Report forms part of the Annual Report and is displayed on the Company’s
website (www.necoindia.com).
NSE Electronic Application Processing System (NEAPS): The NEAPS is a web-based application designed by
NSE for corporate. All periodical compliance filings like shareholding pattern, corporate governance report etc. are
filed electronically on NEAPS.
BSE Corporate Compliance and Listing Centre (the ‘Listing Centre’): BSE’s Listing Centre is a web-based
application designed for corporate. All periodical compliance filings like shareholding pattern, corporate governance
report, etc. are also filed electronically on the Listing Centre.
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48th Annual Report 2020-2021
SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralized web-based
complaints redress system. The salient features of this system are: Centralized data base of all complaints, online
upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken
on the complaint and its current status.
XI OTHER DISCLOSURES
1. All transactions entered into with Related Parties as defined under the Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, during the financial year were in the ordinary
course of business and on an arm’s length pricing basis. As a matter of abundant precaution, the transactions
between the Company and one of its related parties M/s. NSSL Private Limited during the financial year
2020-21 has been duly approved by the shareholders of the Company as it has exceeded the limits prescribed
under Section 188 of the Companies Act, 2013. There were no materially significant transactions with related
parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as
required by the Ind-AS has been made in the notes to the Financial Statements.
The Board has approved a policy for related party transactions which has been uploaded on the Company’s
website. Weblink - https://www.necoindia.com/images/investor/corporate-governance/11.-RPT-Policy-JNIL.
pdf
2. The Company promotes ethical behavior in all its business activities and has put in place a mechanism for
reporting illegal or unethical behavior. The Company has a Vigil Mechanism / Whistle Blower Policy under
which the employees are free to give their views on the accounting policies and practices of the Company,
report unethical or undesirable behavior or practices, actual and suspected fraud taking place in the Company,
violations of Company’s Code of Conduct or ethics policy. The reportable matters may be disclosed to the
Audit Committee through Company Secretary. In exceptional cases, employees may also report directly to
the Chairman of the Audit Committee. During the year under review, no employee was denied access to the
Audit Committee.
3. During the last three years, no non-compliance has been made by the Company and no penalties, strictures
imposed on the Company by stock exchange, SEBI or any statutory authority in respect of any matter related
to capital market.
4. The Board of Directors periodically reviewed the compliances of all applicable laws. The Company is in
compliance of all mandatory requirements of Listing Regulations. In addition, the Company has also adopted
the following non-mandatory requirements to the extent mentioned below:
i. Chairman’s Office & separate post of Chairman and Managing Director/ CEO: Maintaining
Non- Executive Chairman’s Office at the Company’s expense and allowing reimbursement of expenses
incurred in performance of his duties. Company has appointed separate persons to the post of Chairman
and Managing Director/CEO.
ii. Reporting of Internal Auditor: The internal auditors of the Company directly report to the Audit
Committee on functional matters.
5. The Board has approved a policy for determining ‘material’ subsidiaries which has been uploaded on the
Company’s website.
Weblink- https://www.necoindia.com/wp-content/uploads/2016/08/Policy-on-Material-Subsidiaries.pdf
6. Commodity Price Risk and Hedging Activities
Fluctuation in commodity prices
Impact: The overall growth momentum and sentiments in the Indian steel industry turned quite favorable in
the second half of the last financial year after recovering from the Covid-19 impact and it is expected that
fluctuation in the finished rolled products prices would be within tolerance limits and the Company would be
able to pass on the impact of hike in the corresponding material costs change although with a lag effect. The
Company’s finished rolled products are in Alloy Steel-Long Products segment which has a structured market.
The Company imports coking coal and sources iron ore and fines and non-coking coal domestically.
58
During the last financial year, the imported coking coal prices declined.
The Iron ore and ore fines prices had witnessed significant increase domestically.
The Indian Steel Industry expects to consolidate its momentum due to favorable international environment,
revival in Auto sector demand, government reforms and policies with its announcement of large-scale public
infrastructure projects, domestic sourcing of steel for government tenders, smart cities, metro rail projects etc.
The domestic steel demand and the Finished Steel prices have shown significant increase in the last financial year.
Further global factors including environmental norms, policy issues of different governments, flooding etc.
play a major role in sharp volatility in coking coal prices.
Mitigation/ Hedging: The Company has augmented its facilities couple of years back by creating large value
addition steelmaking capacity as well as various cost reduction projects/ schemes which are expected to
enable the Company to remain competitive by producing quality finished steel at low cost.
The Company’s policy is to sell its products as per the prevailing market rates and it does not enter into any
price hedging arrangements with its customers. The Company keeps a close watch on the steel prices to
gauge its impact on its earnings.
The Company actively participates in price negotiation for its Alloy Steel products with its customers on
periodic basis.
The Company constantly tries to scout for cheaper sources of quality iron ore and fines domestically, coking
coal internationally and negotiates hard while procuring them.
For non-coking coal procurement, the Company has secured coal linkages at good prices to ensure sustained
supply of quality non-coking coal.
The Risk Management Committee of the Company reviews the commodity related risks and suggests ways
to reduce the risks or mitigate the effects of the risks. The Company’s key focus is on cost optimization in
procurement and production, improvement of yields, reduction of wastages, delivering quality product to the
customer in timely manner and customer satisfaction.
7. Foreign Exchange Risk and Hedging Activities
Currency exchange rate fluctuations
Impact: The majority of the earnings of the Company is in Indian Currency as its products are mainly sold in
the domestic market. The Company’s exports are marginal.
On the import front, the Company imports mainly coking coal as raw material from various countries where the
exchange fluctuation may have a negative / positive impact on the Company’s earnings.
Mitigation/ Hedging: The Company has a robust Foreign Exchange Management Policy and it has developed
various controls in its forex management framework to hedge its forex exposures by booking for forward
covers to avoid unexpected forex losses, whenever required. The Company is not engaged in any forex
speculation or buying derivate products.
The Risk Management Committee of the Company reviews the forex exposure and its hedging policy issues
periodically and suggests various ways to the Company’s business divisions for improvements and changes,
if any.
8. The Company has received a Certificate from M/s. R.A Daga & Co.,Practising Company Secretaries that
none of the Directors on the Board of the Company have been debarred or disqualified from being appointed
or continuing as Directors of Companies by the Board/Ministry of Corporate Affairs or any such statutory
authority. The said certificate is attached to the Corporate Governance report.
9. There was no instance of non-acceptance of any recommendation of any committee of the Board which is
mandatorily required by law or any regulations.
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48th Annual Report 2020-2021
10. The total fees for all services paid/payable by the Company on a consolidated basis, to the Statutory Auditor
and all entities in the network firm/network entity of which the Statutory Auditor is a part are as follows:
60
6. Financial Calendar For the Year ending : 31st March, 2022
Sr.
Particulars Tentative Date
No.
Unaudited Financial Results for the period of 3 First or Second week of August, 2021.
1
months ending 30th June, 2021.
Unaudited Financial Results for the period of 3 First or Second week of November, 2021
2
months ending 30th September, 2021.
Unaudited Financial Results for the Period of 3 First or Second week of February, 2022
3
months ending 31st December, 2021.
Audited Financial Results for the year/3 months Second Last or Last week of May, 2022
4
ending 31st March, 2022.
Annual General Meeting for the year ending 31st Second Last or Last week of September, 2022.
5
March, 2022.
7. Listing of Equity shares on :1) BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,MUMBAI – 400 001.
Stock Code – 522285.
: 2) National Stock Exchange of India Limited,
Exchange Plaza, 5th Floor, Plot No. 6/1,
Bandra Kurla Complex, `G’ Block, Bandra,
MUMBAI – 400 051.
Stock Code – JAYNECOIND
8. Annual Listing fees for the year 2021-2022 have been duly paid to both the above Stock Exchanges.
9. Annual Custody / Issuer fee for the year 2021-2022 have been duly paid to NSDL and CDSL.
10. Stock Market Data:
A. Data on the closing share prices of the Company on Stock Exchanges during the year under review is as follows:
National Stock Exchange of
BSE Limited (BSE)
Month / India Limited (NSE)
Year Price Price
High(Rs.) Low(Rs.) High (Rs.) Low(Rs.)
Apr. ‘20 3.15 2.10 3.30 2.00
May ‘20 3.15 2.61 3.20 2.60
June ‘20 4.04 2.74 4.00 2.80
July ‘20 4.00 2.90 3.95 2.85
Aug. ‘20 3.15 2.95 3.20 2.95
Sep. ‘20 3.94 3.06 3.95 3.00
Oct. ‘20 3.14 2.70 3.10 2.75
Nov. ‘20 3.98 2.92 3.90 2.95
Dec. ‘20 6.20 3.95 6.10 3.95
Jan. ‘21 7.31 5.47 7.25 5.45
Feb. ‘21 8.15 5.14 8.05 5.10
Mar. ‘21 12.87 8.55 12.85 8.45
B. Equity Shares of the Company are regularly traded on both the Exchanges. During the year, approximately
356.74 Lacs Equity Shares were traded.
C. Share Price Performance relative to BSE Sensex and NSE Nifty
Percentage Change
Financial Year Company BSE Sensex NSE Nifty
2020 –2021
431.58% 68.01% 70.87%
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48th Annual Report 2020-2021
62
13. Shareholding Pattern as on 31st March, 2021:
CATEGORY No. of Shares % of Total No. of
held Shareholding Shareholders
(A) Shareholding of Promoter and Promoter Group
Individuals: 15158690 2.37 5
Bodies Corporate: 424144151 66.41 13
Sub-Total (A) 439302841(*) 68.79 18
(B) Public Shareholding
Institutions: 35521 0.01 18
Non-Institutions:
a) Bodies Corporate, NRI, OCB and Clearing Members 126128652 19.75 1444
b) Individuals
i. Individual Shareholders holding nominal
24334811 3.81 34465
Share Capital up-to Rs. 2 Lakhs.
ii. Individual Shareholders holding nominal 48831238 7.64 337
Share Capital in excess of Rs. 2 Lakhs.
Sub-Total (B) 199330222 31.21 36264
GRAND TOTAL 638633063 100.00 36282
(*) Includes 57241566 Equity Shares being 13.03% of the Promoter and Promoter Group shareholding and
8.96% of the total Equity Shares Capital pledged in favour of the Lenders to secure their Term Loans.
14. Distribution of shareholding as on 31stMarch, 2021:
(Amount in Rs.)
Shares of Nominal Value Number of % of Holders Total Amount % of Amount
Shareholders
Upto 5000 27645 76.20 45496640.00 0.71
5001 to 10000 3527 9.72 30644870.00 0.48
10001 to 20000 1973 5.44 32258710.00 0.51
20001 to 30000 771 2.12 20445290.00 0.32
30001 to 40000 371 1.02 13586810.00 0.21
40001 to 50000 474 1.31 22839080.00 0.36
50001 to 100000 708 1.95 54420770.00 0.85
100001 and Above 813 2.24 6166638460.00 96.56
Total 36282 100.00 6386330630.00 100.00
15. Dematerialisation of Shares and Liquidity:
636084734 Equity Shares i.e. 99.60 % of the total Equity Shares have been dematerialized up to 31.03.2021.
Presently, trading in Equity Shares of the Company on Stock Exchanges is permitted only in dematerialised
form as per the Directions issued by the Securities and Exchange Board of India in that behalf.
16. Company has no outstanding GDR’s, ADR’s, Warrants or any other Convertible Instruments.
17. Plant Locations:
1. Steel Plant Division - Siltara Growth Centre, Raipur (Chhattisgarh).
2. Centricast Division – F-8 & F-8/1, MIDC Area, Hingna Rd, Nagpur (Maharashtra).
3. Engineering Castings Division- T-41/42, MIDC Area, Hingna, Nagpur (Maharashtra).
4. Automotive Castings Division- Village Ruikhairi, Wardha Rd. Butibori, Nagpur (Maharashtra).
5. Construction Castings Divisions – 105, Light Industrial Area, Bhilai, Dist. Durg (Chhattisgarh) & Thanod
Road, Anjora, Dist. Rajnandgaon (Chhattisgarh).
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48th Annual Report 2020-2021
64
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015)
To
The Members of
JAYASWAL NECO INDUSTRIES LIMITED
F-8, MIDC INDUSTRIAL AREA, HINGNA ROAD,
NAGPUR – 440016.
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of JAYASWAL
NECO INDUSTRIES LIMITED having CIN:-L28920MH1972PLC016154 and having registered office at F-8, MIDC
INDUSTRIAL AREA, HINGNA ROAD,NAGPUR – 440016 (hereinafter referred to as ‘the Company’), produced before
me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule
V Para-C Sub clause 10 (i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations,2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company &
its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year
ended 31st March, 2021 have been debarred or disqualified from being appointed or continuing as Directors of companies
by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.
SR. NAME OF DIRECTOR DIN DATE OF APPOINTMENT
NO. IN COMPANY
1 BASANT LALL SHAW 00249729 28/11/1972
2 ARVIND JAYASWAL 00249864 28/11/1972
3 RAMESH JAYASWAL 00249947 05/03/1983
4 BRAJKISHORE AGRAWAL 01223894 10/08/1994
5 PRAMOD KUMAR BHARDWAJ 03451077 25/02/2011
6 SATYENDRA NARAIN SINGH 00398484 10/02/2014
7 ARVIND IYER 01375173 13/11/2014
8 MEGH PAL SINGH 02635073 28/10/2010
9 RAJI NATHANI 06945777 11/08/2014
10 RAJENDRA PRASAD MOHANKA 00235850 27/07/2018
11 *DARSHAN KUMAR SAHNI 00131269 11/08/2014
* Shri Darshan Kumar Sahni ceased to be a Director of the Company w.e.f. 30thApril, 2021 due to his sad demise.
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these based on our verification. This
certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which
the management has conducted the affairs of the Company.
For R.A. DAGA & Co
Company Secretaries
Rachana Daga
Proprietor
Membership No: 5522
Date:-24th June, 2021 C. P. No: 5073
Place: Nagpur UDIN : F005522C000510763
65
48th Annual Report 2020-2021
To
The Members of
JAYASWAL NECO INDUSTRIES LIMITED.
1. The Corporate Governance Report prepared by JAYASWAL NECO INDUSTRIES LIMITED (‘the Company’) for the
financial year 2020-21 contains the details as stipulated in Regulations 17 to 27, clause (b) to (i) of regulation 46 (2)
and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended from time to time (‘Listing Regulations’).
2. The Certificate is required by the Company for annual submission to the Stock Exchanges and to be sent to
Shareholders of the Company.
Management’s Responsibility for compliance with the conditions of Listing Regulations
3. The compliance with the terms and conditions contained in the corporate governance is the responsibility of the
Management of the Company including the preparation and maintenance of all relevant supporting records and
documents.
Our Responsibility
4. Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the
compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the
financial statements of the Company.
5. Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable assurance
whether the Company has complied with the conditions of Corporate Governance as stipulated in the Listing
Regulations for the financial year 2020-21.
Opinion
6. In our opinion, and to the best of our information and according to explanations given to us, we certify that the
Company has complied with the conditions of Corporate Governance for the financial year 2020-21 as stipulated in
the above-mentioned Listing Regulations.
7. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
Restriction on use
8. The certificate is addressed and provided to the members of the Company solely for the purpose to enable the
Company to comply with the requirement of the Listing Regulations, and it should not be used by any other person
or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other
purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior
consent in writing.
66
CERTIFICATION ON FINANCIAL STATEMENTS
We, Shri Arvind Jayaswal, Managing Director & CEO (Foundry Division) and Shri P. K. Bhardwaj, Executive Director and
CFO of the Company certify that:
A. We have reviewed Financial Statements and the Cash Flow Statement of the Company and Notes to the Financial
Statements for the year ended 31st March, 2021 and that to the best of our knowledge and belief:
1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
2. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year
which are fraudulent, illegal or violative of the Company’s Code of Conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have
evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting. We have
not come across any reportable deficiencies in the design or operation of such internal controls.
D. We have indicated to the Auditors and the Audit Committee that:
1. there are no significant changes in internal control over financial reporting during the year;
2. there are no significant changes in accounting policies during the year; and
3. there are no instances of significant fraud of which we have become aware.
CODE OF CONDUCT
It is hereby declared pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 that to the
best of our knowledge and belief, all the Board Members and Senior Management Personnel have, for the year ended
31st March,2021, adhered to the Code of Conduct laid down by the Company.
Arvind Jayaswal
Managing Director & CEO (Foundry Division)
DIN: 00249864
Date: 30th June, 2021
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48th Annual Report 2020-2021
OTHER LOCATIONS:
Faridabad, Ludhiana, Pune, Rajkot, Chennai, Bangalore and
Jamshedpur.
10 Markets served by the Company – Local/ Local, State, National & International
State/ National/ International
68
SECTION C: OTHER DETAILS
1. Does the Company have any Subsidiary Company/ Companies: - No
2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then
indicate the number of such subsidiary company(s):- NA
3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate
in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than
30%, 30-60%, More than 60%]:-
The Company has no such arrangements with other business entities, being its suppliers, distributors etc., however
they are encouraged to adopt such practices and follow the principle of being a responsible business entity.
SECTION D: BR INFORMATION
1. Details of Director/Directors responsible for BR:-
a) Details of the Director/Directors responsible for implementation of the BR policy / policies
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have a policy/ policies for.... N N N N N N N N N
2 Has the policy being formulated in NA NA NA NA NA NA NA NA NA
consultation with the relevant stakeholders?
3 Does the policy conform to any national / At present, the Company does not have specific policies for
international standards? If yes, specify? (50 the same. However, the Company have best practices that
words) broadly conform to the National Guidelines for Responsible
Business Conduct (NGRBCs) published by the Ministry of
Corporate Affairs in March 2019.
4 Has the policy being approved by the Policies are being framed in the current financial year
Board? If yes, has it been signed by MD/ 2021-22.
owner/ CEO/ appropriate Board Director?
5 Does the company have a specified Shri Megh Pal Singh, Executive Director (Steel) and
committee of the Board/ Director/ Official to COO (Steel Plant Division), is authorised to oversee the
oversee the implementation of the policy? implementation of the policy under the overall supervision
of the Board of Directors.
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48th Annual Report 2020-2021
6 Indicate the link for the policy to be viewed The Business Responsibility Policy of the Company as
online? approved by the Board can be viewed on the following link:
https://www.necoindia.com/wp-content/uploads/2021/08/
Business-Responsibility-and-Sustainability-Policy.pdf
7 Has the policy been formally communicated The Policies will be communicated to all relevant internal
to all relevant internal and external and external stakeholders of the Company once framed by
stakeholders? the Company.
8 Does the company have in-house structure The Company is in process to form a structure to implement
to implement the policy/ policies. the policy/ policies.
9 Does the Company have a grievance The Company has an effective grievance redressal
redressal mechanism related to the mechanism to address the stakeholder’s grievances in a
policy/ policies to address stakeholders’ time bound and fair manner.
grievances related to the policy/ policies?
10 Has the company carried out independent N.A. The Company will adopt the same once policies are
audit/ evaluation of the working of this in place.
policy by an internal or external agency?
b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 The company has not understood the Principles NA
2 The company is not at a stage where it finds NA
itself in a position to formulate and implement
the policies on specified principles
3 The company does not have financial or NA
manpower resources available for the task
4 It is planned to be done within next 6 months NA
5 It is planned to be done within the next 1 year The Policies are planned to be framed during the
financial year 2021-22.
6 Any other reason (please specify) NA
a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to asses the
BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year: –
The Board of Directors of the Company shall assess the BR performance of the Company as and when required.
b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report?
How frequently it is published?
This is the first report and forms an integral part of the Annual Report 2020-21 of the Company.
The Annual Report along with the BR Report shall be uploaded every year on the web site of the Company at
www.necoindia.com.
70
SECTION E: PRINCIPLE-WISE PERFORMANCE
Principle 1 – Businesses should conduct and govern themselves with integrity in a manner that is Ethical,
Transparent and Accountable.
1. Does the policy relating to ethics, bribery and corruption cover only the company? Yes/ No. Does it
extend to the Group/Joint Ventures/Suppliers/Contractors/ NGOs/Others?
Presently the Company has best practices relating to ethics and prevention of bribery and corruption.
The Company have standing order for non-executive employees and code of conduct for executives. The
Suppliers, Contractors and other stakeholders are encouraged to adopt such practices and follow the same.
2. How many stakeholder complaints have been received in the past financial year and what percentage
was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.
No complaints relating to ethics, bribery and corruption were received during the Financial Year 2020-21.
Principle 2 – Businesses should provide goods and services in a manner that is sustainable and safe.
1. List up to 3 of your products or services whose design has incorporated social or environmental
concerns, risks and/or opportunities.
The Company designs all its products in such a way that they are sustainable and safe.
2. For each such product, provide the following details in respect of resource use (energy, water, raw
material etc.) per unit of product(optional):
a. Reduction during sourcing/production/ distribution achieved since the previous year throughout the
value chain?
The Company is equipped with total environmental control equipment’s like Bag Filters, ESP, Zero
Liquid Discharge facility, recycle of solid waste like dust, GCP Sludge, ESP Dust, Mill Scale dusts etc.
b. Reduction during usage by consumers (energy, water) has been achieved since the previous year?
In Steel Plant Division (SPD) of the Company, due to re-processing of waste water through RO
treatment plant at various points, the raw water intake had reduced. Please also refer “annexure B” to
the Directors Report for report on conservation of energy by the Company.
3. Does the company have procedures in place for sustainable sourcing (including transportation)?
(a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in
about 50 words or so.
Yes, the Company ensures sustainable sourcing through responsible supply chain procurement practices &
selection criteria. The internal processes and procedures ensure adequate safety during transportation and
optimization of logistics.
4. Has the company taken any steps to procure goods and services from local & small producers,
including communities surrounding their place of work?
(a) If yes, what steps have been taken to improve their capacity and capability of local and small
vendors?
The Company procure goods and services from local & small producers wherever feasible.
5. Does the Company have a mechanism to recycle products and waste? If yes what is the percentage
of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in
about 50 words or so.
The Company have an adequate mechanism to recycle products and waste. Further, in Steel Plant Division
(SPD) of the Company most of the solid waste is recycled back in the system and balance is sold to the
adjoining plants for their manufacturing process.
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48th Annual Report 2020-2021
Principle 3 – Businesses should respect and promote the well-being of all employees, including those in
their value chains.
1. Please indicate the Total number of employees: – 4023 as on 31st March, 2021.
2. Please indicate the Total number of employees hired on temporary/contractual/casual basis: – 1516.
3. Please indicate the Number of permanent women employees: – 21.
4. Please indicate the Number of permanent employees with disabilities: – 01
5. Do you have an employee association that is recognized by management: – Yes in Steel Plant
Division (SPD) of the Company
6. What percentage of your permanent employees is members of this recognized employee association?
04% of SPD unit.
7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour,
sexual harassment in the last financial year and pending, as on the end of the financial year.
No. Category No. of complaints filed during No of complaints pending as on
the financial year end of the financial year
1 Child labour/forced labour/ No Nil
involuntary labour
2 Sexual harassment No Nil
8. What percentage of your under mentioned employees were given safety & skill up-gradation training in
the last year?
a. Permanent Employees More than 65%
b. Permanent Women Employees More than 94%
c. Casual/Temporary/Contractual Employees More than 80%
d. Employees with Disabilities 100%
Principle 4 – Businesses should respect the interests of and be responsive to all their stakeholders.
1. Has the company mapped its internal and external stakeholders? Yes/No
Yes.
2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders.
Yes.
3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable
and marginalized stakeholders. If so, provide details thereof, in about 50 words or so.
The Company has undertaken various initiatives for the betterment of lives in the vicinity of its plants and
mines areas. Details of various initiatives undertaken by the Company are given in “Annex A” (relating to CSR)
of the Director’s Report 2020-21.
72
Principle 5 – Businesses should respect and promote human rights.
1. Does the policy of the company on human rights cover only the company or extend to the Group/Joint
Ventures/Suppliers/Contractors/NGOs/Others?
The Company protects and respect right of every individual who are associated with the Company.
2. How many stakeholder complaints have been received in the past financial year and what percent was
satisfactorily resolved by the management?
No Complaints have been received from any stakeholder of the Company during the Financial Year 2020-21.
Principle 6 – Businesses should respect and make efforts to protect and restore the environment.
1. Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures/
Suppliers/Contractors/NGOs/others.
The Company follows the best practices to protect and restore the environment. The Suppliers and Contractors
are encouraged to adhere to the best practices. The Company strictly follows the environment protection laws
and rules and is committed to restore the environment.
2. Does the company have strategies/ initiatives to address global environmental issues such as climate
change, global warming, etc? Y/N. If yes, please give hyperlink for webpage etc.
The Company is conscious of the global environment issues. The Company regularly monitors SOX and
NOX and ensure that it never cross the prescribed limit. Utilization of waste heat is a practice which is always
followed by the company and the company presently generates 53 MW of power through recovery of waste
heat and gas.
The Company also had taken initiative of reduction of carbon and generate carbon footprint, by reducing down
the consumption of fossil fuel and added bio-mass fuel in its power plant for generation of power.
3. Does the Company identify and assess potential environmental risks? Y/N
Yes.
4. Does the company have any project related to Clean Development Mechanism? If so, provide details
thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed?
The company has installed Gas based Waste Heat recovery Based Boilers and Biomass consumption-based
boilers for Generation of Power. The company presently generates 53 Mw of power through these sources.
The company had installed regenerative type of reheating furnaces which replaces furnace oil and uses blast
furnace gas as fuel for generation of heat. Through this lot of carbon emission is reduced due to use of BF gas.
With Oxygen enrichment in the Blast furnace, a substantial quantity of coke / Coal is reduced during the
process of iron making. This help in reduction of carbon emission in the atmosphere.
Due to increase in Hot blast temperature with high quality refractory bricks in the stove, further reduction of
coke / coal consumption is achieved in the blast furnace, through this also reduction of carbon emission is
achieved in the atmosphere.
The company had installed sinter plant which consumes all the solid waste which is iron bearing for making sinter.
Environment compliance report is regularly filed by the Company to CECB/MOEF&CC/CPCB.
5. Has the company undertaken any other initiatives on – clean technology, energy efficiency, renewable
energy, etc. Y/N. If yes, please give hyperlink for web page etc.
N.A.
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48th Annual Report 2020-2021
6. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/
SPCB for the financial year being reported?
Reports are submitted to Chhattisgarh Environment Conservation Board Chhattisgarh “CECB” Ministry of
environment and Forest and climate Change MOEF&CC along with CPCB on a regular basis.
7. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved
to satisfaction) as on end of Financial Year.
No show cause/ legal notices received from CPCB/SPCB during the financial year 2020-21.
Principle 7 – Businesses, when engaging in influencing public and regulatory policy, should do so in a
manner that is responsible and transparent.
1. Is your company a member of any trade and chamber or association? If Yes, Name only those major
ones that your business deals with:
a. Institute of Indian Foundry
b. Engineering Export of Promotion Council
c. Indian Plumbing Association
2. Have you advocated/lobbied through above associations for the advancement or improvement of public
good? Yes/No; if yes specify the broad areas (such as Governance and Administration, Economic
Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business
Principles, Others)
Yes, the broad areas are – Economic Reforms, Inclusive Development Policies and Sustainable Business
Principles.
74
5. Have you taken steps to ensure that this community development initiative is successfully adopted by
the community? Please explain in 50 words, or so.
Most of our programmes evolve from a thorough assessment of community requirements and input from target
stakeholders. Several of our initiatives, such as Health care, sanitation, providing drinking water, Education
etc. are the basic needs of the community and they adopted the programmes whole heartedly.
Principle 9 – Businesses should engage with and provide value to their consumers in a responsible manner.
1. What percentage of customer complaints/consumer cases are pending as on the end of financial year.
Nil.
2. Does the company display product information on the product label, over and above what is mandated
as per local laws? Yes/No/N.A./Remarks (additional information).
The Company displays additional information over and above what is mandated as per the Local laws, as and
when specified by the Customers.
3. Is there any case filed by any stakeholder against the company regarding unfair trade practices,
irresponsible advertising and/or anti-competitive behaviour during the last five years and pending as
on end of financial year. If so, provide details thereof, in about 50 words or so.
No.
4. Did your Company carry out any consumer survey/ consumer satisfaction trends?
The Company carries out Customer Satisfaction survey whenever required.
75
48th Annual Report 2020-2021
TO
THE MEMBERS OF JAYASWAL NECO INDUSTRIES LIMITED
Report on the Audit of the Financial Statements
Qualified Opinion
We have audited the accompanying Financial Statements of JAYASWAL NECO INDUSTRIES LIMITED (“the Company”),
which comprise the Balance Sheet as at March 31, 2021, the Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Changes in Equity and statement of Cash Flows for the year then ended and notes to the
financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter
referred to as “the Financial Statements”).
In our opinion and to the best of our information and according to the explanations given to us, except for the possible
effects of the matter described in the ‘Basis for Qualified Opinion’ para below, the aforesaid Financial Statements give
the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March
31, 2021 and its loss including other comprehensive income, changes in equity and its cash flows for the year ended on
that date.
Basis for Qualified Opinion
As mentioned in Note no. 18.10 to the Financial Statements, Non Current Borrowings include an amount of Rs. 183111.16
Lakhs due to an Asset Reconstruction Company. Banks holding 97.91% (by value) of the total principal debt, equivalent
to Rs. 356,324.74 Lakhs, assigned all their rights, title and interests in financial assistances granted by them to the
Company in favour of Assets Care & Reconstruction Enterprise Limited, acting in its capacity as Trustee of ten different
Trust (ACRE). Until the revised terms and condition will be agreed between the Company and ACRE, the arrangement
with those banks are valid and as per the arrangements with those banks, the Company is required to comply with certain
covenants as referred in the said note and non-compliance with these covenants may give rights to the banks/ACRE to
demand repayment of the loans. As at March 31, 2021, the Company has not complied with certain covenants and they
have not been provided with any confirmation from those lenders for extension of time to comply with these covenants.
The Company has not classified these liabilities as current liabilities as required by Indian Accounting Standards (Ind AS)
– 1 – “Presentation of Financial Statements”.
We conducted our audit in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Act. Our
responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of
the Financial Statements under the provisions of the Act and the rules thereunder and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note no. 36 to the Financial Statements regarding preparation of Financial Statements of the
Company on going concern basis, notwithstanding the fact that the Company continue to incurred cash losses, it’s net
worth has been fully eroded, loans had been called back by few of the secured lenders, application has been made to
National Company Law Tribunal (NCLT), Mumbai, under section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) by
State Bank of India, the erstwhile lead secured lender, which has been contested by the Company, for the reasons stated
in the said note. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the
Company’s ability to continue as going concern. Banks holding 97.91% (by value) of the total principal debt, equivalent to
Rs. 356,324.74 Lakhs, assigned all their rights, title and interests in financial assistances granted by them to the Company
in favor of Assets Care & Reconstruction Enterprise Limited acting in its capacity as Trustee of ten different Trust (ACRE)
and for the other reasons mentioned in Note no. 36 to the Financial Statements. The appropriateness of assumption of
going concern is critically dependent upon the Company’s ability to raise requisite finance and generate cash flows in
future to meet its obligations and to restructure its borrowing with the lenders.
Our opinion is not modified in respect of this matter.
76
Emphasis of Matter
We draw your attention to the Note no. 2.06 to the Financial Statements, regarding the attachment of the properties of
the Company to the extent of Rs. 30,758.39 Lakhs by the Directorate of Enforcement, which has been contested by the
Company and presently stayed.
Our opinion is not modified in respect of this matter.
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48th Annual Report 2020-2021
Key Audit Matter How our audit addressed the key audit matter
2) Litigation and Regulatory Claims
The Company is subject to number of significant litigations. Our audit procedure included the following :
Major risks identified by the Company in that area related to • Assessing the procedures implemented by the
Energy Development Cess, Attachment of the Company’s Company to identify and gather the risks it is
property by the Directorate of Enforcement, Application filed by exposed to.
a lender to NCLT under IBC for the recovery of loan, Arbitration • Obtaining an understanding of the risk analyses
with the vendors / suppliers, other litigation with Government performed by the Company, with relating
authorities, etc. The amount of litigation may be significant and supporting documentation, and studying written
estimates of the amounts of provisions or contingent liabilities statements from internal and external legal
are subject to significant Management judgment. (Refer Note experts, where applicable.
No. 2.06, 2.07, 3.03, 3.04, 26.01, 35 and 36 to the Financial • Discussion with the management on the
Statements). development in these litigations during the year.
Due to complexity involved in these litigation and regulatory • Enquiring from the company’s legal counsel
claims, management’s judgment regarding recognition and (internal/external) and study the responses as
measurement of provisions for these legal proceedings is received from them.
inherently uncertain and might change over time as the • Verification that the accounting and / or disclosure
outcomes of the legal cases are determined. Accordingly, it has as the case may be in the financial statements
been considered as a key matter. made by the Company is in accordance with
the assessment of legal counsel / management,
based on the information currently available to
the Company.
• Obtaining representation letter from the
management on the assessment of these
matters as per SA 580 (revised) – Written
representations.
Other Information
The Company’s Board of Directors is responsible for the other information. The other information comprises the
management discussion & analysis and director’s report included in the annual report but does not include the Financial
Statements and our auditor’s report thereon. The above information is expected to be made available to us after the date
of this auditor’s report.
Our opinion on the Financial Statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the Financial Statements, our responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the
Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the above other information, if we conclude that there is material misstatement therein, we are required to
communicate the matter to those charged with governance.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the
preparation of these Financial Statements that give a true and fair view of the state of affairs (financial position), loss
(financial performance including other comprehensive income), cash flows and the statement of changes in equity of the
Company in accordance with the accounting principles generally accepted in India, including Indian Accounting Standards
(‘Ind AS’) prescribed under Section 133 of the Act read with relevant rules issued thereunder.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent;
and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
78
In preparing the Financial Statements, management is responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do
so. Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibility for the audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing
our opinion on whether the Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Financial
Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and
whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Financial Statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
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48th Annual Report 2020-2021
For Pathak H. D. & Associates LLP For Naresh Patadia & Co.
Chartered Accountants Chartered Accountants
Firm Reg. No. 107783W/W100593 Firm Reg. No. 106936W
80
“ANNEXURE A” TO THE INDEPENDENT AUDITORS’ REPORT
(Referred to in paragraph 1 (g) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even
date to the members of Jayaswal Neco Industries Limited on the financial statements for the year ended March
31, 2021)
Report on the Internal Financial Controls with reference to Financial Statements under Clause (i) of Sub-section
3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls with reference to financial statements of JAYASWAL NECO INDUSTRIES
LIMITED (‘the Company’) as of March 31, 2021 in conjunction with our audit of the financial statements of the Company
for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal
control with reference to financial statements criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls with reference to financial statements
(‘the Guidance Note’) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include
the design, implementation and maintenance of adequate internal financial controls that were operating effectively for
ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements
based on our audit. We conducted our audit in accordance with the Guidance Note issued by the ICAI and the Standards
of Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal
financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference
to financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls
with reference to financial statements included obtaining an understanding of internal financial controls with reference
to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud
or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
on the Company’s internal financial controls system with reference to financial statements.
Meaning of Internal Financial Controls with reference to Financial Statements
A company’s internal financial control with reference to financial statements is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal financial control with reference to financial
statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.
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48th Annual Report 2020-2021
Mumbai Nagpur
Date: June 30, 2021 Date: June 30, 2021
82
ANNEXURE “B” TO INDEPENDENT AUDITORS’ REPORT
(Referred to in paragraph 2 under the heading “Report on Other Legal and Regulatory Requirements” of our report
of even date to the members of Jayaswal Neco Industries Limited on the Financial Statements for the year ended
March 31, 2021)
i. In respect of its fixed assets:
a. The Company has maintained proper records showing full particulars, including quantitative details and
situation of fixed assets on the basis of available information.
b. As explained to us, the Company has physically verified certain assets, in accordance with a phased program
of verification, which in our opinion is reasonable, having regard to the size of the Company and the nature
of its assets. No material discrepancies were noticed on such physical verification as compared with the
available records.
c. According to the information and explanations given to us, the title deeds of immovable properties are generally
in the name of the Company except in respect of 5 immovable properties at Raipur having the aggregate value
of Rs. 31 lakhs in respect of which the documents are not registered in the name of the company with the
concerned Government Authority and also in case of properties acquired by the entities or unit that have since
been amalgamated/merged with the Company in pursuance to the scheme of amalgamation / demerger /
arrangement approved by Hon’ble High Court and details of which are as under.:
(Rs. in Lakhs)
Sr. Particulars of the Leasehold/ Net Block Remarks (give reasons for the exception)
No. Land and Building Freehold as at March
Land / 31, 2021
Building
1 4 immovable Leasehold 1777.04 2 title deeds are in the name of Corporate
properties land at Land Ispat Alloys Limited, from where one unit was
Raipur (1 agreement demerged and acquired by the Company and
equitable mortgage 2 title deeds are in the name of Nagpur Alloy
with the lender) Castings Limited, an erstwhile Company that
was amalgamated with the Company under
the Companies Act, 1956.
2 7 immovable Free hold land 62.47 The title deeds are in the name of Jayaswal
properties (land / /building Neco Limited (earlier known as Jayaswal
building) at Raipur Chemical Private limited) erstwhile Company
/ Nagpur / Kolkata that was amalgamated with the Company
(4 agreements under the Companies Act, 1956.
equitable mortgage
with the lenders)
As informed to us, in respect of 59 immovable properties having the aggregate value of Rs. 676.45 Lakhs, the
original title deeds have been deposited with the lenders as security, we have been produced photocopies
of documents for those immovable properties and based on such documents, the title deeds are held in the
name of the Company except 5 immovable properties as disclosed above.
ii. In respect of its inventories:
As explained to us, inventories have been physically verified during the year by the management, except for
inventories in transit / with job worker for which management confirmation has been received. In our opinion the
frequency of verification is reasonable. Discrepancies noticed on physical verification of the inventories between the
physical inventories and book records were not material, having regard to the size of the operations of the Company,
and the same have been properly dealt with.
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48th Annual Report 2020-2021
iii. In respect of loans, secured or unsecured, granted by the Company to companies, firms, Limited liability partnerships
or other parties covered in the register maintained under section 189 of the Act:
a. In the earlier years the Company had granted unsecured loan to one such Company and the terms and
conditions on which the loan had been granted were not, prima facie, prejudicial to the interest of the
Company.
b. The terms of repayment of principal and payment of interest have been stipulated and during the previous
year, the principal and interest were due for payment but due to the financial crisis the party has not paid the
same.
c. The amount is overdue and the Company has considered the said loan and interest receivables as doubtful
and has been fully provided for.
iv. In our opinion and according to the information and explanations given to us, the Company has complied with the
provisions of section 185 and 186 of the Act, as applicable, in respect of grant of loans, making investments and
providing securities.
v. According to the information and explanations given to us, the Company has not accepted any deposits from the
public. Therefore, the provisions of clause (v) of paragraph 3 of the Order are not applicable to the Company.
vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records
and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1) (d) of the Act, as applicable
and are of the opinion that, prima facie, the prescribed accounts and records have been maintained. We have,
however, not made a detailed examination of the cost records with a view to determine whether they are accurate
or complete.
vii. According to the information and explanations given to us in respect of statutory dues:
a. The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund,
Employees’ State Insurance, Income tax, Customs Duty, Excise Duty, Cess, Goods and Service Tax and
any other statutory dues with the appropriate authorities during the year except in certain cases. According
to the information and explanations given to us, no undisputed amounts payable in respect of such statutory
dues were outstanding as at March 31, 2021 for a period of more than six months from the date they became
payable.
b. Details of dues of Duty of Custom, Duty of Excise, Service Tax, Sales Tax and Value Added Tax aggregating to
Rs. 1,400.94 Lakhs that have not been deposited on account of disputed matters pending before appropriate
authorities are as under:
Nature of Dues Statute Period Involved Amount Forum where dispute
is pending
(Rs. in Lakhs) (*)
Custom Duty Custom Act, 2014-16 78.56 CESTAT
1962 2004-05 100.00 Commissioner
Excise Duty Central Excise 2009-16 148.09 CESTAT
Act, 1944
Finance Act, 2005-09 and 2015-18 227.44 CESTAT
Service Tax 1994
2015 – 18 15.54 Commissioner
2008-09 9.40 High Court
2007-08, 2009-10, 704.92 Chairman Tribunal
Sales Tax / VAT Central Sales 2011-17
2012-13 49.12 Additional
and Entry Tax Tax Act, 1956
Commissioner
and Sales Tax
Acts of various 2016-17 49.19 Joint Commissioner
states 1996-97, 2002-03, 18.68 Deputy Commissioner
2013-14
Total 1,400.94
(*) Net of amount deposited under protest
84
viii. Based on our audit procedures and according to the information and explanations given by the management, we are
of the opinion that as on March 31, 2021 the Company has defaulted in repayment of dues to lenders aggregating
to Rs. 387,816.00 Lakhs. Lender wise details of such default is as under:
(Rs. In Lakhs)
Name of Bank / Others Total Default Below 90 Days Above 90 Days
ACRE 54 Trust (State Bank of India) 135,348.37 10,417.17 124,931.20
ACRE 64 Trust (Punjab National Bank) 90,764.00 6,763.01 84,000.99
ACRE 59 Trust (Union Bank of India) 48,883.71 3,915.52 44,968.19
ACRE 70 Trust (Oriental Bank of Commerce) 16,583.86 1,292.98 15,290.88
ACRE 76 Trust (Bank of India) 9,933.72 772.47 9,161.25
ACRE 63 Trust (Indian Overseas Bank) 15,980.97 1,140.42 14,840.55
ACRE 69 Trust (Central Bank of India) 28,747.92 2,165.52 26,582.40
ACRE 68 Trust (IDBI Bank) 23,112.23 1,047.08 22,065.15
ACRE 101 Trust (Bank of Maharashtra) 11,013.56 697.12 10,316.44
ACRE 103 Trust (Andhra Bank) 4,850.85 365.17 4,485.68
UCO Bank 2,596.81 99.31 2,497.50
Total 387,816.00 28,675.77 359,140.23
According to the information and explanations given to us, the following banks have classified the credit facilities
given to the Company as Non Performing Asset (NPA) as on March 31, 2021 in their Books of Account.
(Rs. in Lakhs)
Sr.
Bank Term Loan Principal Fund Based Working Capital
No.
1 UCO Bank 1,432.00 -
2 ICICI Bank - 6,187.03
Total 1,432.00 6,187.03
ix. According to the information and explanations given to us, during the year the Company has not raised any money
by way of initial public offer or further public offer (including debt instruments). The term loans raised by the Company
in earlier years have, prima facie, been applied for the purpose for which they are raised.
x. Based on our audit procedures performed for the purpose of reporting the true and fair view of the Financial
Statements and on the basis of information and explanations given by the management, no fraud by the Company
or on the Company by its officers or employees has been noticed or reported during the year.
xi. In our opinion, according to the information and explanations given to us and based on our examination of records,
the Company has paid or provided managerial remuneration in accordance with the provisions of requisite approvals
mandated by the provision of section 197 read with Schedule V to the Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company.
Therefore, the provisions of clause (xii) of paragraph 3 of the Order are not applicable to the Company.
xiii. According to the information and explanations given to us and based on our examination of the records of the
Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where
applicable and details of such transactions have been disclosed in the Financial Statements as required by the
applicable Indian accounting standards.
xiv. According to the information and explanations give to us and based on our examination of the records of the
Company, the Company has not made any preferential allotment or private placement of shares or debentures
during the year. Therefore, the provisions of clause (xiv) of paragraph 3 of the order are not applicable to the
Company.
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48th Annual Report 2020-2021
xv. According to the information and explanations given to us, during the year the Company has not entered into
non-cash transactions with directors or persons connected with him. Therefore, the provisions of clause (xv) of
paragraph 3 of the Order are not applicable to the Company.
xvi. In our opinion and according to information and explanations provided to us, the Company is not required to be
registered under section 45-IA of the Reserve Bank of India Act,1934.
For Pathak H. D. & Associates LLP For Naresh Patadia & Co.
Chartered Accountants Chartered Accountants
Firm Reg. No. 107783W/W100593 Firm Reg. No. 106936W
Mumbai Nagpur
Date: June 30, 2021 Date: June 30, 2021
86
BALANCE SHEET AS AT 31ST MARCH, 2021
(Rs.in lakhs)
PARTICULARS Note No. As at 31.03.2021 As at 31.03.2020
I. ASSETS
1) Non Current Assets
(a) Property, Plant and Equipment 2 398472.24 423087.50
(b) Capital Work in Progress 2 4559.05 5097.16
(c) Intangible Assets 3 777.86 1023.21
(d) Intangible Assets under Development 3 3602.64 3141.41
(e) Financial Assets
(i) Other Financial Assets 4 2171.42 123.41
(f) Non Current Tax Assets (Net) 5 244.61 228.30
(g) Other Non Current Assets 6 4445.61 414273.43 3460.62 436161.61
2) Current Assets
(a) Inventories 7 89878.95 85385.84
(b) Financial Assets
(i) Investments 8 0.05 0.04
(ii) Trade Receivables 9 32750.42 35131.85
(iii) Cash and Cash Equivalents 10 29075.22 1196.91
(iv) Bank Balances other than (iii) above 11 7820.37 10443.46
(v) Loans 12 - -
(vi) Other Financial Assets 13 243.63 271.27
(c) Current Tax Assets (Net) 14 467.93 1273.42
(d) Other Current Assets 15 15558.09 175794.66 6340.98 140043.77
As per our Report of even date For and on behalf of Board of Directors
For PATHAK H. D. & ASSOCIATES LLP
Chartered Accountants
(Registration No. : 107783W/W100593)
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2021
(Rs.in lakhs)
For the year ended For the year ended
PARTICULARS Note No.
31.03.2021 31.03.2020
NARESH PATADIA
Proprietor Nagpur, 30th June, 2021
Membership No.: 35620
88
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2021
A. EQUITY SHARE CAPITAL (Rs. in lakhs)
Balance as at Changes during Balance as at Changes Balance as at
PARTICULARS 01.04.2019 the year 31.03.2020 during the 31.03.2021
year
Equity Share Capital 63862.58 - 63862.58 - 63862.58
89
Total Comprehensive Income for the year - - - - - (55827.47) - 205.51 (55621.96)
Balance as at 31st March, 2021 1518.42 7762.89 96345.81 16700.87 5100.37 (328216.12) 21.47 643.39 (200122.90)
NARESH PATADIA
Proprietor Nagpur, 30th June, 2021
Membership No.: 35620
48th Annual Report 2020-2021
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31ST MARCH, 2021
(Rs. in lakhs)
For the For the
PARTICULARS Year ended Year ended
31.03.2021 31.03.2020
A. CASH FLOW FROM OPERATING ACTIVITIES
Loss before Tax as per the Statement of Profit and Loss (55892.64) (150388.66)
ADJUSTED FOR
Depreciation and Amortisation Expense 26675.62 27633.74
Exceptional Items (Refer Note No. 2.09) - 56816.68
(Gain)/Loss on Sale / Discard of Property, Plant and Equipment (Net) (0.01) (309.79)
(Gain)/Loss on Financial Instruments measured at Fair Value (0.01) 0.06
through Profit or Loss (Net)
Intangible assets under development Written Off 3.98 -
Account Written Back (150.06) -
Interest Income (99.63) (211.87)
Finance Costs 90862.74 86736.36
Unrealised loss on Foreign Currency Transaction (Net) 7.54 255.46
Bad Debts / Advances written off (Net of reversal) 2538.20 59.61
Provision for Credit Impaired Trade Receivables / Advances 1086.93 136.19
Provision for Expected Credit Loss on Trade Receivables (658.68) 682.52
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 64373.98 21410.30
ADJUSTMENTS FOR
Trade and Other Receivables (10706.14) 17387.41
Inventories (4493.11) (1968.42)
Trade and Other Payables (5199.62) (5463.54)
CASH GENERATED FROM OPERATIONS 43975.11 31365.75
90
CASH AND CASH EQUIVALENTS
1003.47 980.33
(OPENING BALANCE)
Effect of Exchange rate on Cash and Cash Equivalents (0.17) 0.01
Balance of Cash and Cash Equivalents 29075.39 1003.46
CASH AND CASH EQUIVALENTS (CLOSING BALANCE)
29075.22 1003.47
(Refer Note No. 10.01)
Changes in Liabilities arising from financing activities on account of Non-Current (Including Current Maturities)
and Current Borrowings
(Rs.in lakhs)
Particulars 31.03.2021 31.03.2020
Opening Balance of Liabilities arising from Financing Activities 394049.26 394177.03
Add : Changes in Cash Flow from Financing Activities (Net) (11792.35) (1072.41)
Add : Changes in Fair Value 636.91 666.36
Add : Effects of changes in Foreign Exchange Rates - 278.28
Closing Balance of Liabilities arising from Financing Activities 382893.82 394049.26
(i) The above Statement of Cash Flows has been prepared under the “Indirect Method” as set out in Ind AS - 7 “Statement
of Cash Flows”.
(ii) Figures in brackets indicate Outflows.
(iii) Previous Year’s figures have been regrouped / rearranged wherever necessary to make them comparable with those
of current year.
As per our Report of even date
For PATHAK H. D. & ASSOCIATES LLP For and on behalf of Board of Directors
Chartered Accountants
(Registration No. : 107783W/W100593)
NARESH PATADIA
Proprietor Nagpur, 30th June, 2021
Membership No.: 35620
91
48th Annual Report 2020-2021
Notes to the Financial Statements for the year ended 31st March, 2021
NOTE: 1
A CORPORATE INFORMATION:
Jayaswal Neco Industries Limited (“the Company”) is domiciled and incorporated in India under the provisions of
the Companies Act, 1956 and its shares are listed on the Bombay Stock Exchange (‘BSE’) and National Stock
Exchange of India (‘NSE’). The registered office of the Company is situated at F-8, MIDC Industrial Area, Hingna
Road, Nagpur - 440016, Maharashtra, India and manufacturing facilities are located in the states of Chhattisgarh
and Maharashtra, in India.
The Company is engaged in manufacture and supply of pig iron, sponge iron, pellet, steel and Iron & steel castings.
The financial statements of the Company for the year ended 31st March, 2021 were approved and adopted by Board
of Directors in their meeting dated 30th June, 2021.
B BASIS OF PREPARATION AND PRESENTATION OF FINANCIAL STATEMENTS:
The financial statements of the Company have been prepared on a going concern basis and to comply with the
Indian Accounting Standards (Ind AS), including the rules under the relevant provisions of the Companies Act, 2013.
The financial statements have been prepared on a historical cost basis except certain financial assets and liabilities,
assets held for sale and defined benefit plans measured at fair value:
Financial Statements are presented in Indian Rupees (Rs.), which is the Company’s functional and presentation
currency. All amounts are rounded to the nearest lakhs and two decimals thereof, except as stated otherwise.
C SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
(I) PROPERTY, PLANT AND EQUIPMENT (PPE):
PPE are stated at cost net of recoverable taxes, less accumulated depreciation and impairment loss, if any. Such
cost includes purchase price, borrowing cost and any other cost directly attributable to bringing the asset to its
working condition for its intended use, the initial estimate of the costs of dismantling and removing the item and
restoring the site on which it is located. Subsequent costs are included in the asset’s carrying amount or recognized
as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item
will flow to the entity and the cost can be measured reliably.
In case of Property, Plant and Equipment, the Company has availed the carrying value as deemed cost on the date
of transition i.e. 1st April, 2015.
PPE not ready for the intended use on the date of Balance Sheet are disclosed as “Capital Work-in-Progress” and
expenses incurred relating to it, net of income earned during the project development stage, are disclosed as pre-
operative expenses under “Capital Work-in-Progress”.
Gains or losses arising from derecognition of a PPE are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognized in the Statement of Profit and Loss when the
asset is derecognized.
Depreciation on PPE
a) Depreciation on the PPE is provided to the extent of depreciable amount on the Straight Line Method over the
useful life of the assets as prescribed in Schedule II to the Companies Act, 2013 except in respect of following
assets where the useful life is different than those prescribed in Schedule II as per technical evaluation:
Particulars Useful life considered for
depreciation
Various plants at its Integrated Steel Complex and Flat product Over 40 years
making facilities at Raipur
Certain Plant and equipments including Furnace Sand Plants, Over 30 years
Moulding Machines etc. at Automotive Casting Division (II) Nagpur.
The Management believes that the useful lives as given above represent the period over which management
expects to use these assets.
92
b) PPE acquired under finance lease is depreciated on a straight line basis over the lease term.
c) The leasehold land is amortized over the lease period.
d) Depreciation on PPE which are added / disposed off during the year is provided on pro-rata basis with
reference to the date of addition / deletion. Freehold land is not depreciated.
e) The residual values, useful lives and method of depreciation of PPE are reviewed at each reporting date and
adjusted prospectively, if appropriate.
(II) INTANGIBLE ASSETS:
Intangible Assets are stated at cost of acquisition net of recoverable taxes less accumulated amortization and
accumulated impairment losses, if any. Such cost includes purchase price, borrowing cost and any cost directly
attributable to bringing the asset to its working condition for its intended use.
In case of Intangible Assets the Company has availed the carrying value as deemed cost on the date of transition
i.e. 1st April, 2015.
The Company does not have any intangible assets having indefinite life. Intangible assets are amortized on a
straight line method based on useful lives estimated by the management. Technical Know-how is amortized over
the useful life of the underlying plant. Softwares are amortized over a period of three years and Indefeasible Right
to Use has been amortized over the period of the agreement.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when
the asset is derecognized.
(III) MINING RIGHTS / MINE DEVELOPMENT EXPENDITURE:
Mining rights / mine development expenditure includes leases, costs incurred for acquiring / developing properties /
rights up to the stage of commercial production. If the exploration activities are found to be not fruitful, the expenditure
on such exploratory work included in mine development expenditure is written off in the year in which it is decided
to abandon the project.
Mining rights / Mine development expenditure are depreciated over the useful life of the mine or lease period
whichever is shorter.
(IV) LEASES:
The Company assesses whether a contract contains a lease, at the inception of the contract. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in
exchange for consideration. To assess whether a contract conveys the right to control the use of an identified
asset, the Company assesses whether (i) the contract involves the use of identified asset; (ii) the Company has
substantially all of the economic benefits from the use of the asset through the period of lease and (iii) the Company
has right to direct the use of the asset.
Company as a Lessee
The Company will recognize a right-of-use asset and a lease liability at the lease commencement date. The right-of-
use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs
to dismantle and remove the underlying asset or to restore the site on which it is located, less any lease incentives
received.
Certain lease arrangements include the option to extend or terminate the lease before the end of the lease term.
The right-of-use assets and lease liabilities include these options when it is reasonably certain that the option will be
exercised.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to
the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-
of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the
lease liability.
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The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing
rate as the discount rate.
The lease liability is subsequently measured at amortized cost using the effective interest method. It is re-measured
when there is a change in future lease payments arising from a change in an index or rate, if there is a change in
the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if Company
changes its assessment of whether it will exercise a purchase, extension or termination option.
When the lease liability is re-measured in this way, a corresponding adjustment is made to the carrying amount of
the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced
to zero.
The Company has operating leases of premises. These lease arrangements range for a period between 11 months
to 5 years and which are all cancellable leases. Most of the leases are renewable for further period on mutually
agreeable terms. As at 31st March, 2021, the Company does not have any lease agreement with lock in period more
than 12 months. The Company has elected not to recognize right- of-use assets and lease liabilities for short term
leases that have a lease term of less than or equal to 12 months with no purchase option and assets with low value
leases. The Company recognizes the lease payments associated with these leases as an expense in statement
of profit and loss over the lease term on a straight-line basis. The related cash flows are classified as operating
activities.
(V) IMPAIRMENT OF NON FINANCIAL ASSETS – PPE AND INTANGIBLE ASSETS:
The Company assesses at each reporting date as to whether there is any indication that any PPE and intangible
assets or group of assets, called cash generating units (CGU) may be impaired. If any such indication exists the
recoverable amount of an asset or CGU is estimated to determine the extent of impairment, if any. When it is not
possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount
of the CGU to which the asset belongs.
An impairment loss is recognized in the Statement of Profit and Loss to the extent, asset’s carrying amount exceeds
its recoverable amount. The recoverable amount is higher of an asset’s fair value less cost of disposal and value
in use. Value in use is based on the estimated future cash flows, discounted to their present value using pre-tax
discount rate that reflects current market assessments of the time value of money and risk specific to the assets.
The impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of
recoverable amount.
(VI) INVENTORIES:
The inventories i.e. Raw Materials, Stores and Spares, Finished Goods etc. are measured at lower of cost and net
realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less estimated
costs of completion and estimated costs necessary to make the sale. The cost of inventories comprise of all costs
of purchase, costs of conversion and other costs incurred in bringing them to their respective present location and
condition.
The cost of Raw Materials and Stores & Spares are determined at first-in-first-out method and weighted average
method respectively. By-products are measured at net realisable value. The cost of Work-In-Progress and Finished
Goods is determined on absorption costing method.
(VII) CASH AND CASH EQUIVALENTS:
Cash and cash equivalents in the balance sheet comprise cash at banks, on hand, cheques in hand, and short-term
deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in
value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits,
as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash
management.
94
(VIII) NON CURRENT ASSETS HELD FOR SALE:
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale
transaction rather than through continuing use. This condition is regarded as met only when a sale is highly probable
from the date of classification, management are committed to the sale and the asset is available for immediate sale
in its present condition. Non-current assets are classified as held for sale from the date these conditions are met
and are measured at the lower of carrying amount and fair value less cost to sell. Any resulting impairment loss is
recognized in the statement of profit and loss as a separate line item. On classification as “held for sale” the assets
are no longer depreciated. Assets and liabilities classified as “held for sale” are presented separately as current
items in the Balance Sheet.
(IX) FINANCIAL INSTRUMENTS:
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
(i) Financial Assets -Initial recognition and measurement
All financial assets are initially recognized at fair value. Transaction costs that are directly attributable to the
acquisition or issue of financial assets, which are not at fair value through profit or loss, are adjusted to the fair
value on initial recognition. Financial assets are classified, at initial recognition, as financial assets measured
at fair value or as financial assets measured at amortized cost. Purchase and sale of financial assets are
recognized using trade date accounting.
(ii) Financial Assets -Subsequent measurement
a) Financial Assets carried at amortized cost (AC)
Financial assets are measured at amortized cost if it is held within a business model whose objective is
to hold asset in order to collect contractual cash flows and the contractual terms of the financial asset
give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
b) Financial Assets measured at fair value through other comprehensive income (FVTOCI)
Financial assets are measured at FVTOCI if it is held within a business model whose objective is
achieved by both collecting contractual cash flows and selling of financial assets and the contractual
terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
c) Financial Assets measured at fair value through profit and loss ( FVTPL)
A financial asset which is not classified in any of the above categories is measured at FVTPL.
(iii) Financial Assets - Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets)
is primarily derecognized (i.e. removed from the Company’s Balance Sheet) when:
a) The rights to receive cash flows from the asset have expired, or
b) The Company has transferred its rights to receive cash flow from the asset.
(iv) Impairment of Financial Assets
In accordance with Ind AS 109, the Company uses ‘Expected Credit Loss’ (ECL) model, for evaluating
impairment of financial assets other than those measured at fair value through profit and loss (FVTPL).
Expected credit losses are measured through a loss allowance at an amount equal to:
• The 12-months expected credit losses (expected credit losses that result from those default events on the
financial instrument that are possible within 12 months after the reporting date); or
• Full lifetime expected credit losses (expected credit losses that result from all possible default events over
the life of the financial instrument)
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For trade receivables Company applies ‘simplified approach’ which requires expected lifetime losses to be
recognized from initial recognition of the receivables. The Company uses historical default rates to determine
impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are
reviewed and changes in the forward looking estimates are analysed.
For other assets, the Company uses 12 month ECL to provide for impairment loss where there is no significant
increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used.
(v) Financial Liabilities - Initial recognition and measurement
All financial liabilities are recognized initially at fair value, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.
(vi) Financial Liabilities - Subsequent measurement
Financial liabilities are subsequently carried at amortized cost using the effective interest method. For trade
and other payables maturing within one year from the balance sheet date, the carrying amounts approximate
fair value due to the short maturity of these instruments.
(vii) Financial Liabilities – Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another, from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is
treated as the derecognition of the original liability and the recognition of a new liability. The difference in the
respective carrying amounts is recognized in the statement of profit and loss.
(viii) Reclassification of Financial Assets
The Company determines classification of financial assets and liabilities on initial recognition. After initial
recognition, no reclassification is made for financial assets which are equity instruments and financial
liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change
in the business model for managing those assets. Changes to the business model are expected to be
infrequent. The Company’s senior management determines change in the business model as a result of
external or internal changes which are significant to the Company’s operations. Such changes are evident
to external parties. A change in the business model occurs when the Company either begins or ceases to
perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies
the reclassification prospectively from the reclassification date which is the first day of the immediately next
reporting period following the change in business model. The Company does not restate any previously
recognized gains, losses (including impairment gains or losses) or interest.
(ix) Offsetting of Financial Instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a
legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, to
realise the asset and settle the liability simultaneously. The legally enforceable rights must not be contingent
on future events and must be enforceable in the normal course of business and in the event of default,
insolvency or bankruptcy of the Company or counterparty.
(X) FAIR VALUE MEASUREMENT:
The Company measures financial instruments at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based on
the presumption that the transaction to sell the asset or transfer the liability takes place either:
a) In the principal market for the asset or liability, or
b) In the absence of a principal market, in the most advantageous market for the asset or liability.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant
that would use the asset in its highest and best use.
96
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximising the use of relevant observable inputs and minimising the
use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
within the fair value hierarchy.
(XI) PROVISION, CONTINGENT LIABILITIES AND CONTIGENT ASSETS AND COMMITMENTS:
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a
past event. It is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time
value of money is material, provisions are discounted using equivalent period government securities interest
rate. Unwinding of the discount is recognized in the statement of profit and loss as a finance cost. Provisions
are reviewed at each balance sheet date and are adjusted to reflect the current best estimate.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events
not wholly within the control of the Company or a present obligation that arises from past events where it is
either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount
cannot be made. Information on contingent liability is disclosed in the Notes to the Financial Statements.
Contingent assets are not recognized. However, when the realisation of income is virtually certain, then the
related asset is no longer a contingent asset, but it is recognized as an asset.
Decommissioning Liability
The Company records a provision for decommissioning costs towards site restoration activity related to
leasehold land. The decommissioning costs are provided at the present value of future expenditure using a
current pre tax rate expected to be incurred to fulfill decommissioning obligations and are recognized as part
of the cost of the underlying assets. Any change in the present value of the expenditure, other than unwinding
of discount on the provision, is reflected as adjustment to the provision and the corresponding assets. The
change in the provision due to the unwinding of discount is recognized in the statement of Profit and Loss.
(XII) CURRENT AND NON-CURRENT CLASSIFICATION:
The Company presents assets and liabilities in statement of financial position based on current/non-current
classification.
The Company has presented non-current assets and current assets, non-current liabilities and current
liabilities in accordance with Schedule III, Division II of Companies Act, 2013 notified by Ministry of Corporate
Affairs (MCA).
An asset is current when it is:
a) Expected to be realised or intended to be sold or consumed in normal operating cycle.
b) Held primarily for the purpose of trading
c) Expected to be realised within twelve months after the reporting period, or
d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least
twelve months after the reporting date
All other assets are classified as non-current.
A liability is current when it is:
a) Expected to be settled in normal operating cycle
b) Held primarily for the purpose of trading
c) Due to be settled within twelve months after the reporting period, or
d) There is no unconditional right to defer the settlement of the liability for at least twelve months after the
reporting period
All other liabilities are treated as non-current.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash
or cash equivalents. Deferred tax assets and liabilities are classified as non-current assets and liabilities. The
Company has identified twelve months as its normal operating cycle.
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98
Contract balances
Trade receivables
A receivable represents the Company’s right to an amount of consideration that is unconditional.
Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Company
has received consideration (or an amount of consideration is due) from the customer. If a customer pays
consideration before the Company transfers goods or services to the customer, a contract liability is recognized
when the payment is made by the customer. Contract liabilities are recognized as revenue when the Company
performs under the contract.
Other Income:
Incentives on exports and other Government incentives related to operations are recognized in the statement
of profit and loss after due consideration of certainty of utilization/receipt of such incentives.
Interest Income:
Interest income from a financial asset is recognized when it is probable that the economic benefits will flow
to the Company and the amount of income can be measured reliably. Interest income is accrued on a time
basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate
that exactly discounts estimated future cash receipts through the expected life of the financial asset to that
asset’s net carrying amount on initial recognition.
Dividend
Dividend income is recognized when the right to receive dividend is established.
(XVI) EMPLOYEE BENEFITS EXPENSE:
Short Term Employee Benefits
Short-term employee benefits are recognized as an expense in the Statement of Profit and Loss /
Pre -operative expenditure of the year in which the related service is rendered.
Leave encashment being a short term benefit is accounted for using the projected unit credit method, on
the basis of actuarial valuations carried out by third party actuaries at each Balance Sheet date. Actuarial
gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or
credited to other comprehensive income in the year in which they arise.
Post-Employment Benefits
Defined Contribution Plans
Contribution to Provident Fund, a defined contribution plan, is made in accordance with the statute, and is
recognized as an expense in the year in which employees have rendered services.
Defined Benefit Plans
The cost of providing gratuity, a defined benefit plan, is determined using the Projected Unit Credit Method,
on the basis of actuarial valuations carried out by third party actuaries at each Balance Sheet date. Actuarial
gains and losses arising from experience adjustments and changes in actuarial assumptions are charged
or credited to other comprehensive income in the period in which they arise. Other costs are accounted in
statement of profit and loss.
Re-measurements of defined benefit plan in respect of post employment and other long term benefits are
charged to the other comprehensive income in the year in which they occur. Re-measurements are not
reclassified to statement of profit and loss in subsequent periods.
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100
i. Depreciation / Amortization and useful lives of Property Plant and Equipment (PPE) / Intangible
Assets:
PPE / intangible assets are depreciated / amortized over their estimated useful lives, after taking into account
estimated residual value. Management reviews the estimated useful lives and residual values of the assets
annually in order to determine the amount of depreciation to be recorded during any reporting period. The
useful lives and residual values are based on the Company’s historical experience with similar assets and
take into account anticipated technological changes. The depreciation /amortization for future periods are
revised if there are significant changes from previous estimates.
ii. Revenue:
The Company’s contracts with customers could include promises to transfer products and services to
a customer. The Company assesses the products / services promised in a contract and identify distinct
performance obligations in the contract. Identification of distinct performance obligation involves judgement to
determine the deliverables and the ability of the customer to benefit independently from such deliverables.
Judgement is also required to determine the transaction price for the contract. The transaction price could
be either a fixed amount of customer consideration or variable consideration with elements such as volume
discounts, price concessions and incentives. Any consideration payable to the customer is adjusted to the
transaction price, unless it is a payment for a distinct product or service from the customer. The estimated
amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable
that a significant reversal in the amount of cumulative revenue recognized will not occur and is reassessed at
the end of each reporting period.
iii. Decommissioning Liabilities:
The Liability for decommissioning costs is recognized when the Company has obligation to perform site
restoration activity. In determining the fair value of such provision, assumptions and estimates are made in
relation to discount rates, the expected cost to dismantle and remove the plant from the site and the expected
timing of those costs. The expected cost to be incurred at the end of the lease term is based on the estimates
provided by the internal technical experts.
iv. Tax:
The Company reviews at each balance sheet date the carrying amount of deferred tax assets. The factors
used in estimates may differ from actual outcome which could lead to an adjustment to the amounts reported
in the financial statements.
v. Contingencies:
Management has estimated the possible outflow of resources at the end of each annual financial year, if any,
in respect of contingencies / claim / litigations against the Company as it is not possible to predict the outcome
of pending matters with accuracy.
vi. Impairment of Financial Assets:
The impairment provisions for financial assets are based on assumptions about risk of default and expected
cash loss. The Company uses judgement in making these assumptions and selecting the inputs to the
impairment calculation, based on Company’s past history, existing market conditions as well as forward
looking estimates at the end of each reporting period.
vii. Impairment of non-Financial Assets:
The Company assesses at each reporting date whether there is an indication that an asset may be impaired.
If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the
asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or Cash Generating
Unit’s (CGU) fair value less costs of disposal and its value in use. It is determined for an individual asset,
unless the asset does not generate cash inflows that are largely independent to those from other assets or
groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset
is considered impaired and is written down to its recoverable amount.
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In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-
tax discount rate that reflects current market assessments of the time value of money and the risks specific to
the asset. In determining fair value less cost of disposal, recent market transactions are taken into account.
If no such transactions can be identified, an appropriate valuation model is used. These calculations are
corroborated by valuation multiples or other available fair value indicators.
viii. Defined Benefits Plans:
The Cost of the defined benefit plan and other post-employment benefits and the present value of such
obligation are determined using actuarial valuations. An actuarial valuation involves making various
assumptions that may differ from actual developments in the future. These include the determination of the
discount rate, future salary increases, mortality rates and attrition rate. Due to the complexities involved in
the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these
assumptions. All assumptions are reviewed at each reporting date.
ix. Recoverability of Trade Receivable:
Judgements are required in assessing the recoverability of overdue trade receivables and determining
whether a provision against those receivables is required. Factors considered include the credit rating of
the counterparty, the amount and timing of anticipated future payments and any possible actions that can be
taken to mitigate the risk of non-payment.
x. Provisions:
Provisions and liabilities are recognized in the period when it becomes probable that there will be a future
outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably
estimated. The timing of recognition and quantification of the liability requires the application of judgement to
existing facts and circumstances, which can be subject to change. Since the cash outflows can take place
many years in the future, the carrying amounts of provisions and liabilities are reviewed regularly and adjusted
to take account of changing facts and circumstances.
xi. Fair value measurement of Financial Instruments :
When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be
measured based on quoted prices in active markets, their fair value is measured using valuation techniques
including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable
markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair
values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes
in assumptions about these factors could affect the reported fair value of financial instruments.
xii. Determination of lease term & discount rate:
Ind AS 116- “Leases” requires lessee to determine the lease term as the non-cancellable period of a lease
adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The
Company makes assessment on the expected lease term on lease by lease basis and thereby assesses
whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In
evaluating the lease term, the Company considers factors such as any significant leasehold improvements
undertaken over the lease term, costs relating to the termination of lease and the importance of the underlying
asset to the Company’s operations taking into account the location of the underlying asset and the availability
of the suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term
reflects the current economic circumstances.
The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated
or for a portfolio of leases with similar characteristics.
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NOTE : 2
PROPERTY, PLANT AND EQUIPMENT (Rs.in lakhs)
PARTICULARS Leasehold Freehold Buildings Railway Plant and Leasehold Office Furniture and Vehicles Total
Land Land Siding Equipment Plant and Equipment Fixtures
Equipment
COST / DEEMED COST
Balance as at 1st April, 2019 1928.54 3363.88 40797.40 730.09 500770.87 1468.59 375.43 186.41 95.50 549716.71
Additions - - 31.64 - 1068.59 - 21.48 7.21 5.26 1134.18
Disposals / Adjustments - 5.68 - - 20.47 - 0.24 - 1.38 27.77
Balance as at 31st March, 2020 1928.54 3358.20 40829.04 730.09 501818.99 1468.59 396.67 193.62 99.38 550823.12
Additions - - 117.51 - 1653.31 - 35.43 4.49 - 1810.74
Disposals / Adjustments - - - - - - - - 0.06 0.06
Balance as at 31st March, 2021 1928.54 3358.20 40946.55 730.09 503472.30 1468.59 432.10 198.11 99.32 552633.80
ACCUMULATED DEPRECIATION /
IMPAIRMENT
Balance as at 1st April, 2019 93.83 - 5312.84 100.80 80936.76 428.39 191.28 81.23 45.77 87190.90
Depreciation Expense for the year 21.87 - 1515.02 25.25 25334.05 102.54 53.03 14.74 10.64 27077.14
Disposals / Adjustments - - - - 2.01 - - - - 2.01
103
Impairment (Refer Note No. 2.09) - - 2001.13 - 10737.87 730.59 - - - 13469.59
Depreciation and Amortisation Balance as at
115.70 - 6827.86 126.05 106268.80 530.93 244.31 95.97 56.41 114266.03
31st March, 2020
Impairment Balance as at 31st March, 2020 - - 2001.13 - 10737.87 730.59 - - - 13469.59
Depreciation Expense for the year 21.84 - 1432.55 25.18 24823.12 51.59 47.09 14.80 9.81 26425.98
Disposals / Adjustments - - - - - - - - 0.04 0.04
Impairment - - - - - - - - - -
Depreciation and Amortisation Balance as at 137.54 - 8260.41 151.23 131091.92 582.52 291.40 110.77 66.18 140691.97
31st March, 2021
Impairment Balance as at 31st March, 2021 - - 2001.13 - 10737.87 730.59 - - - 13469.59
NET CARRYING VALUE
Balance as at 31st March, 2020 1812.84 3358.20 32000.05 604.04 384812.32 207.07 152.36 97.65 42.97 423087.50
Balance as at 31st March, 2021 1791.00 3358.20 30685.01 578.86 361642.51 155.48 140.70 87.34 33.14 398472.24
2.01 Buildings include cost of building aggregating to Rs. 125.82 lakhs (Previous Year : Rs. 125.82 lakhs) constructed on Land, ownership of which does not vest with the
Company.
2.02 Property, Plant and Equipment include assets pledged as security. (Refer Note No. 18 and 22)
2.03 Refer Note No. 35E for disclosure of contractual commitments for the acquisition of Property, Plant and Equipment.
48th Annual Report 2020-2021
(Rs. in lakhs)
2.04 CAPITAL WORK-IN-PROGRESS INCLUDES : As at As at
31.03.2021 31.03.2020
Building under Construction 4.07 60.54
Plant and Equipment under installation 24137.06 24618.70
Pre-operative Expenses (Refer Note No. 2.05) 23765.01 23765.01
Impairment (Refer Note No. 2.09 ) (43347.09) (43347.09)
TOTAL 4559.05 5097.16
2.06 In the earlier years, the Directorate of Enforcement by way of two attachments had provisionally attached the Plant
and Machinery under installation at Dagori Integrated Steel Plant situated at Bilha, Bilaspur (Chhattisgarh) and
certain property, plant and equipment at Steel Plant Division, Siltara, Raipur to the extent of Rs. 30758.39 Lakhs for
alleged misuse of coal raised from Gare Palma IV/4 coal block in Chhattisgarh.
The Adjudicating Authority had confirmed the above provisional attachments. Subsequently, the Appellate Authority
stayed both the attachments on an appeal filed by the Company where the matter has been put up for hearing on
20th July, 2021. The Company has a good case on merits, is likely to succeed in refuting the allegations and does
not expect any material liability on the Company on this account.
2.07 During the previous year, after completion of investigation CBI had filed Charge-Sheet against the Company and
Mr. Ramesh Jayaswal, Jt. Managing Director (JMD) alleging misrepresentation and violation of the terms and
conditions of the Gare IV/4 Coal Block Allotment Letter and the executed Mining Lease.
The aforesaid action was in connection with FIR of Central Bureau of Investigation (CBI), Economic Offence Wing,
New Delhi registered on 22nd May, 2014 against the Company and unknown Public Servants in connection with the
allotment of Gare IV/4 Coal Block situated in the State of Chhattisgarh.
On 30th May, 2019, the Special CBI Court, New Delhi, took cognizance of the matter and issued summons against
the Company and Mr. Ramesh Jayaswal – JMD. The summons were received by the Company on 11th June,
2019. The Company had been summoned for offence under section 120-B/420/406 of the Indian Penal Code (IPC),
whereas Mr. Ramesh Jayaswal had been summoned for offence under section 120-B/406 of the IPC.
The Company strongly refutes all the allegations. The Company believes it has a good case on merits, is exploring
all possible legal remedies and is confident that the Company and Mr Ramesh Jayaswal –JMD would be able to
defend themselves before the authorities during the course of trial.
2.08 During the year active development of project of DRI and Captive Power Plant at Bilaspur, Chhattisgarh remained
suspended and accordingly the Company has not capitalised Borrowing Costs as per Ind AS - 23.
2.09 In accordance with the Indian Accounting Standard (Ind AS 36 ) on “ Impairment of Assets”, during the year, the
management carried out an exercise of identifying the assets that may have been impaired in accordance with the
said Ind AS. On the basis of a review carried out by the management, there was no impairment loss on property,
plant and equipment and Capital Work in Progress during the year ended 31st March, 2021.
In the Previous year, the impairment loss of Property, Plant and Equipment of Rs. 13469.59 Lakhs and Capital Work
In Progress of Rs. 43347.09 Lakhs were recognised and disclosed as exceptional items.
2.10 During the previous year, the Deputy Collector Land Acquisition (General) Nagpur has compulsorily acquired the
Company’s land under the National Highway Act, 1956. Cost of the land is Rs. 5.68 Lakhs .
104
NOTE : 3
INTANGIBLE ASSETS * (Rs. in lakhs)
PARTICULARS Software Technical Indefeasible Mining Total
Know-How Right to Use Rights
COST / DEEMED COST
Balance as at 1st April, 2019 110.35 337.21 1.30 2055.19 2504.05
Additions 5.94 - - - 5.94
Disposals / Adjustments - - - - -
Balance as at 31st March, 2020 116.29 337.21 1.30 2055.19 2509.99
Additions 4.29 - - - 4.29
Disposals / Adjustments - - - - -
Balance as at 31st March, 2021 120.58 337.21 1.30 2055.19 2514.28
ACCUMULATED AMORTISATION
Balance as at 1st April, 2019 86.00 112.69 0.80 730.69 930.18
Amortisation Expense for the year 19.14 28.23 0.20 509.03 556.60
Disposals / Adjustments - - - - -
Depreciation and Amortisation Balance as 105.14 140.92 1.00 1239.72 1486.78
at 31st March, 2020
Amortisation Expense for the year 7.75 28.15 0.20 213.54 249.64
Disposals / Adjustments - - - - -
Balance as at 31st March, 2021 112.89 169.07 1.20 1453.26 1736.42
NET CARRYING VALUE
Balance as at 31st March, 2020 11.15 196.29 0.30 815.47 1023.21
Balance as at 31st March, 2021 7.69 168.14 0.10 601.93 777.86
* Other than internally generated
3.01 Indefeasible Right to Use represents the cost incurred by the Company for the exclusive right of usage of certain
pieces of land during the contract period.
(Rs. in lakhs)
3.02 INTANGIBLE ASSETS UNDER DEVELOPMENT : As at As at
31.03.2021 31.03.2020
Mining Rights 3395.23 3110.74
Software Under Development 176.90 -
Pre-operative Expenses (Refer Note No. 2.05) 30.51 30.67
TOTAL 3602.64 3141.41
3.03 Intangible Assets under Development include Rs. 1520.75 Lakhs towards Metabodeli Mines (50 Hectares),
Rs. 46.88 Lakhs towards the Ramdongri Mines and Rs. 27.40 Lakhs towards Sonadehi Mines; in case of Metabodeli
Mines, the Company had challenged the validity of section 10 A (2) (c) of the MMDR Amendment Act, 2015 and
Rule 8 (4) of the MCR 2016 before the Hon’ble Chhattisgarh High Court which was pleased to pass an interim order
dated 12th January, 2017 keeping the application of the company alive for consideration. Presently, the matter is
transferred to the Hon’ble Supreme Court where the interim order of the Hon’ble High Court continues to be alive.
In case of Ramdongri Mines, the State Government of Maharashtra had granted Mining Lease in favor of the
Company on 17th August, 2004. The said order was challenged by an aggrieved party before the Mines Tribunal
which after hearing both the parties on 5th October, 2007 was pleased to uphold the order dated 17th August, 2004
of the State Government. Subsequently, the order of Mines Tribunal was challenged before the Hon’ble Bombay High
Court, Nagpur Bench, Nagpur which on 6th January, 2017 was pleased to pass interim order in favor of the company.
The matter continues with the Hon’ble High Court.
105
48th Annual Report 2020-2021
On 28th March, 2021, a Proviso has been inserted in Section 10A (2) (b) of the Mines and Minerals (Development
and Regulation) Act (the “Mining Act”) stating that “for the cases covered under this clause including the pending
cases, the right to obtain a prospecting license followed by a mining lease or a mining lease, as the case may be,
shall lapse on that date.
The Company is of the view that the Company’s above cases are already pending under Section 10A (2) (c) of the
Mining Act and the matters are subjudice, therefore the above amendment in Section 10A (2) (b) will not have any
impact on the status of the Mines.
Further, with regards to Sonadehi Mines, the Company is in the process of challenging the provisions of the amended
Mining Act.
Further the amendment under the Mining Act in the second Proviso of Section 10A (2) (b) provides that “the holder
of a reconnaissance permit or prospecting license whose rights lapsed under the first proviso, shall be reimbursed
the expenditure incurred towards reconnaissance or prospecting operations in such a manner as may be prescribed
by the Central Government”; accordingly the Company does not envisage any losses on account of the above
amendment.
3.04 The Company had filed Mining Lease applications for Rowghat Iron Ore Deposit, Bastar, Chhattisgarh. The Chhattisgarh
State Government (SG) had rejected the same by a common order which was challenged by the Company. The SG
had filed a complaint before the Ministry of Mines which had referred the matter to the Chief Vigilance Officer (CVO),
which couldn’t make out any case against the Company. The revision petition of the Company was allowed and
subsequently the Hon’ble Delhi High Court also confirmed the order. The Hon’ble Delhi High Court had specifically
observed that the Company had successfully undertaken prospecting operations in the area.
Subsequently in 2012, SG filed a fresh complaint containing the same allegations before the Chief Vigilance
Commission (CVC). The Central Bureau of Investigation (CBI) on the directions of the CVC had registered an
FIR against the Company alleging certain irregularities. Post completion of the investigations by CBI, the case is
subjudice. The Company doesn’t expect any financial effect of the above matter under litigation.
3.05 In accordance with the Indian Accounting Standard (Ind AS)- 36 on “Impairment of Assets”, the Management during
the year carried out an exercise of identifying the assets that may have been impaired in respect of each cash
generating unit in accordance with the said Ind AS. On the basis of this review carried out by the management, there
was no impairment loss on Intangible Assets during the year ended 31st March, 2021.
NOTE : 4
OTHER NON CURRENT FINANCIAL ASSETS (Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Fixed Deposits with Banks held as Margin Money 2171.42 123.41
NOTE : 5
NON-CURRENT TAX ASSETS (NET) (Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Advance Payment of Income-Tax (Net) 244.61 228.30
106
NOTE : 6
OTHER NON CURRENT ASSETS
(Unsecured, Considered Good unless stated otherwise) (Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Capital Advances 27.81 9.78
Security Deposits with Government and others
Considered Good 4415.51 3449.05
Credit Impaired 5.54 5.54
4421.05 3454.59
Less : Provision for Credit Impaired 5.54 5.54
4415.51 3449.05
Prepaid Expenses 2.29 1.79
TOTAL 4445.61 3460.62
NOTE : 7
INVENTORIES (Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Raw Materials 33990.37 24274.23
Raw Materials-in-Transit 4147.06 4924.55
Work-in-Progress 3046.46 4597.81
Finished Goods 29826.08 40848.28
Finished Goods-in-Transit 8581.84 1647.76
Stock in Trade 24.69 25.12
Stores, Spares and Consumables 10262.45 9068.09
TOTAL 89878.95 85385.84
NOTE : 8
CURRENT INVESTMENTS (Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Rs.
Number of Shares/Units Face
31.03.2021 31.03.2020 Value
Investment designated at Fair Value through
Profit and Loss
In Equity Shares - Fully Paid Up (Quoted)
Datar Switchgears Limited 2200 2200 10 0.00 0.00
Elbee Services Limited 1400 1400 10 0.00 0.00
Triveni Glass Limited 1000 1000 10 0.05 0.04
In Equity Shares - Fully Paid Up (Unquoted)
Antarctica Graphics Limited 53000 53000 1 0.00 0.00
Essar Steel Limited 60 60 10 0.00 0.00
TOTAL 0.05 0.04
107
48th Annual Report 2020-2021
NOTE : 9
TRADE RECEIVABLES
(Unsecured) (Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Trade Receivable
Considered Good 33252.28 36292.39
Credit Impaired 3874.69 3005.56
37126.97 39297.95
Less : Provision for Credit Impaired 3874.69 3005.56
Less : Provision for Expected Credit Loss 501.86 1160.54
32750.42 35131.85
TOTAL 32750.42 35131.85
NOTE : 10
CASH AND CASH EQUIVALENTS (Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Balances with Banks in Current Accounts 29051.55 1178.54
Cash on hand 23.67 18.37
TOTAL 29075.22 1196.91
10.01 For the purpose of the Statement of Cash Flow, Cash and Cash Equivalents comprise the followings :
(Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Balances with Banks in Current Accounts 29051.55 1178.54
Cash on hand 23.67 18.37
Book Overdraft - (193.44)
TOTAL 29075.22 1003.47
NOTE : 11
BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS (Rs.in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Fixed Deposits with Banks Pledged as Margin Money 2017.24 4643.46
Balances with Bank in Current Account (Refer Note No. 24.01 & 11.01) 5803.13 5800.00
TOTAL 7820.37 10443.46
11.01 This amounts includes Rs. 3.13 Lakhs being current account under lien by VAT Department (Bhilai)
108
NOTE : 12
CURRENT LOANS
(Unsecured) (Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Financial Assets Measured at Amortised Cost
Loans to Related Party (Refer Note No. 38)
Considered Good - -
Credit Impaired 738.30 738.30
738.30 738.30
Less : Provision for Credit Impaired 738.30 738.30
- -
TOTAL - -
NOTE : 13
OTHERS CURRENT FINANCIAL ASSETS
(Unsecured, Considered Good unless stated otherwise) (Rs.in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Security Deposits
Considered Good 64.49 166.42
Considered Doubtful 51.11 51.11
115.60 217.53
Less : Provision for Doubtful 51.11 51.11
64.49 166.42
Interest Receivables
Considered Good 129.73 91.27
Considered Doubtful 157.93 157.92
287.66 249.19
Less : Provision for Doubtful 157.93 157.92
129.73 91.27
Others *
Considered Good 49.41 13.58
Considered Doubtful 29.09 29.09
78.50 42.67
Less : Provision for Doubtful 29.09 29.09
49.41 13.58
TOTAL 243.63 271.27
* Mainly includes export incentive and other receivable.
NOTE : 14
CURRENT TAX ASSETS (NET) (Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Advance Payment of Income-Tax (Net) 467.93 1273.42
TOTAL 467.93 1273.42
109
48th Annual Report 2020-2021
NOTE : 15
OTHER CURRENT ASSETS (Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Advances to Suppliers
Related Parties (Refer Note No. 38) 24.52 31.05
Others
Unsecured Considered Good 14114.71 5056.58
Considered Doubtful 2322.00 2307.60
16461.23 7395.23
Less : Provision for Doubtful 2322.00 2307.60
14139.23 5087.63
Prepaid Expenses 275.97 221.88
Other Receivables* 1142.89 1031.47
TOTAL 15558.09 6340.98
* Mainly includes VAT Refund Receivable, Entry Tax Receivable, Cess Receivable, GST Receivable, Advances for
Expenses and others.
NOTE : 16
EQUITY SHARE CAPITAL (Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Authorised
2,50,00,00,000 (Previous Year 2,50,00,00,000) Equity Shares of Rs.10/- each 250000.00 250000.00
250000.00 250000.00
Issued, Subscribed and Paid up
63,86,33,063 (Previous Year 63,86,33,063) Equity Shares of Rs.10/- each fully 63863.30 63863.30
paid up
Less : Allotment Money Unpaid (from other than Directors) 0.72 0.72
63862.58 63862.58
16.01 Reconciliation of Equity Shares outstanding at the beginning and at the end of the year
PARTICULARS As at 31.03.2021 As at 31.03.2020
No. of Shares Amount No. of Shares Amount
(Rs. in lakhs) (Rs. in lakhs)
Shares outstanding at the beginning of the year 63,86,33,063 63863.30 63,86,33,063 63863.30
Shares outstanding at the end of the year 63,86,33,063 63863.30 63,86,33,063 63863.30
110
16.03 Rights of Equity Shareholders
The Company has only one class of equity shares having a face value of Rs. 10/- per share. Each shareholder is
eligible for one vote per share held. In the event of liquidation of the Company, the equity shareholders will be entitled
to receive any of remaining assets of the Company, after distribution of all preferential amounts. The distribution will
be in proportion to the number of equity shares held by the shareholders.
16.04 There are no shares reserved for issue under options and contracts / commitments.
16.05 Dividend Paid and Proposed of Rs. Nil (Previous Year : Rs. Nil)
NOTE : 17
OTHER EQUITY (Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Equity Component of Compound Financial Instruments
Balance as per last Balance Sheet 1518.42 1518.42
Capital Reserve
Balance as per last Balance Sheet 7762.89 7762.89
Securities Premium
Balance as per last Balance Sheet 96345.81 96345.81
General Reserve
Balance as per last Balance Sheet 16700.87 16700.87
Capital Redemption Reserve
Balance as per last Balance Sheet 5100.37 5100.37
Retained Earnings
Balance as per last Balance Sheet (272388.65) (121942.11)
Add : Loss for the year (55827.47) (150446.54)
(328216.12) (272388.65)
Revaluation Reserve
Balance as per last Balance Sheet 21.47 21.47
Other Comprehensive Income ( OCI )
Balance as per last Balance Sheet 437.88 609.98
Add : Movement in OCI (Net) during the year 205.51 (172.10)
643.39 437.88
TOTAL (200122.90) (144500.94)
111
48th Annual Report 2020-2021
NOTE: 18
NON CURRENT BORROWINGS (Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Secured
Term Loans #
- From Banks - 10092.49
- From Assets Reconstruction Company (ARC) 182978.10 197411.73
(Refer Note No. 18.01)
Unsecured
Sales Tax Deferral (Under Package Scheme of Incentives) 4030.75 4486.48
Inter Corporate Deposits from Related Parties (Refer Note No. 38) 1015.48 880.67
Long Term Maturities of Finance Lease Obligations 450.07 444.85
TOTAL 188474.40 213316.22
# Net off of processing fees amounting to Rs.133.06 lakhs (Previous Year : Rs. 207.50 lakhs).
18.01 As at 31st March, 2021, ten out of twelve bankers of the Company have assigned their fund based debt along
with underlying financial documents together with their rights, benefits and obligations in favour of Assets Care
& Reconstruction Enterprise Ltd (ACRE) acting in its capacity as trustee of various trusts. Accordingly as on 31st
March, 2021, total debt assignment from ten bankers’ amounts to Rs. 356324.74 lakhs constituting 97.91% of the
total Principal Fund Based Outstanding.
Subsequent to year end, out of the two remaining bankers (as above), one banker has assigned their fund based
debt of Rs. 6187.03 lakhs constituting 1.70 % to ACRE and the other banker with Rs. 1432.00 lakhs constituting
0.39% of the total Principal Fund Based Outstanding did One Time Settlement (OTS) of its debt dues with the
Company. Hence 100% of the fund based debt of the twelve bankers amounting to Rs. 363943.77 lakhs has been
settled either by way of debt assignment to ACRE or OTS with the Company.
The Company is in final stages of restructuring of its outstanding debt with the Lenders.
18.02 The Term Loans from Banks and ARC referred to above aggregating to Rs. 183111.16 lakhs and Rs. 117779.62
lakhs included in Current Maturities of Long Term Debts in Note No. 24 are guaranteed by some of the Directors in
their personal capacities. Out of the above, loan amounting to Rs. 6181.07 lakhs and Rs. 7549.65 lakhs included in
Current Maturities of Long Term Debts in Note No. 24 are further secured by way of pledge of 5,72,41,566 equity
shares of the Company held by the Promoters.
18.03 Term loans from Banks and ARC referred to above aggregating to Rs. 183111.16 lakhs and Rs.117779.62 lakhs
included in Current Maturities of Long Term Debts in Note No. 24 are secured by way of :
a. First Charge on the moveable and immoveable Property, Plant and Equipment of the Company, both present
and future on pari-passu basis.
b. First Ranking Charge on all titles and interest of the borrower in respect of all project documents / contracts /
licenses including insurance contracts and rights except mining rights pertaining to the assets of the borrower
on pari-passu basis.
112
c. Charge on all the current assets of the Company including Raw Materials, Finished Goods, Stock-in-process,
Trade Receivable, both present and future on pari-passu basis amongst them ranking next to the charge in
favour of bankers and ARC to secure their working capital loans.
18.04 Term Loans of Rs. NIL (Previous year 0.89 lakhs) included in Current Maturities of Long Term Debts in Note No. 24
were secured by way of hypothecation of the specific Equipments / Vehicles financed.
18.05 Term Loans from Banks and ARC referred to above aggregating to Rs. 183111.16 lakhs and Rs. 24600.56 lakhs
included in Current Maturities of Long Term Debt (excluding overdue of principal) in Note No.24 are to be repaid as
per sanction terms as under :
Rs.181779.68 lakhs is repayable in 132 structured monthly installments, ending in March, 2032.
Rs. 12844.91 lakhs is repayable in 23 equal monthly installments of Rs. 558.47 lakhs each, ending in February, 2023.
Rs.4802.78 lakhs is repayable in 26 equal monthly installments of Rs. 184.72 lakhs each, ending in May, 2023.
Rs.5775.00 lakhs is repayable in 44 structured monthly installments, ending in November, 2024.
Rs. 2509.35 lakhs is repayable in 57 equal monthly installments of Rs. 44.02 lakhs each, ending in December, 2025.
Maturity Profile of Term Loans is as under : (Rs.in lakhs)
Financial Year Amount Financial Year Amount
Term Loans from Banks and ARC 2021-2022 117779.62 2027-2028 16838.46
2022-2023 27301.63 2028-2029 16838.46
2023-2024 19311.19 2029-2030 16838.46
2024-2025 18416.75 2030-2031 16623.82
2025-2026 17234.68 2031-2032 16869.25
2026-2027 16838.46
18.06 The Company was entitled to defer its liability to pay Sales Tax (including a portion of Purchase Tax) in respect
of its certain units. The liability under the Schemes as on 31st March, 2021 is Rs.7863.02 lakhs (Previous Year :
Rs. 7863.02 lakhs) which is provided for on the basis of its Net Present Value (Net of payments) of Rs.4865.53 lakhs
(Previous Year : Rs. 5240.23 lakhs). This Sales-tax liability is repayable in five equal annual installments starting at
the end of the tenth year from the year to which it relates and will be fully paid up by 30th April, 2028.
18.07 Interest free Inter Corporate Deposits are repayable after the repayment of Term Loans taken for Long Term Working
Capital Margin i.e. after December, 2025. The Company classified this loan as Fair Value Measured at Amortised
Cost having an Effective Interest Rate of 14.50% per annum.
18.08 In respect of Property, Plant and Equipment acquired on finance lease, the minimum lease rentals outstanding as
on 31st March, 2021 are as follows:
31.03.2021 31.03.2020
(Rs. in lakhs) (Rs. in lakhs)
Minimum Lease Payments
(i) Payable not later than 1 year 73.03 73.03
(ii) Payable later than 1 year and not later than 5 years 184.00 177.48
(iii) Payable later than 5 years 3887.27 3937.34
Total Minimum Lease Payments 4144.30 4187.85
Less : Future Finance Charges 3623.78 3672.55
Present Value of Minimum Lease Payments 520.52 515.30
Present Value of Minimum Lease Payments
(i) Payable not later than 1 year 70.45 70.45
(ii) Payable later than 1 year and not later than 5 years 135.13 130.79
(iii) Payable later than 5 years 314.94 314.06
Total Present Value of Minimum Lease Payments 520.52 515.30
113
48th Annual Report 2020-2021
NOTE : 19
OTHER NON-CURRENT FINANCIAL LIABILITIES
(Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Security Deposits 1.86 16.86
TOTAL 1.86 16.86
NOTE : 20
NON CURRENT PROVISIONS
(Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Provision for Assets Retirement Obligations 25.97 23.53
TOTAL 25.97 23.53
NOTE : 21
INCOME TAX
21.01 THE MAJOR COMPONENTS OF TAX (EXPENSES) / INCOME ARE AS FOLLOWS :
(Rs. in lakhs)
PARTICULARS For the For the
year ended year ended
31.03.2021 31.03.2020
Recognised in the Statement of Profit and Loss
Deferred Tax - Relating to Origination and Reversal of Temporary Differences 69.12 (57.88)
Income Tax for Earlier Years (3.95) -
Total Tax (Expenses) / Income 65.17 (57.88)
114
21.02 Reconciliation between Tax (Expenses) / Incomes and Accounting Loss multiplied by Tax Rate for the year
ended 31st March, 2021 and 31st March, 2020:
(Rs. in lakhs)
For the For the
Particulars year ended year ended
31.03.2021 31.03.2020
Accounting Loss before Tax (55892.64) (150388.66)
Applicable tax rate (in %) 25.17 25.17
Computed Tax Expenses / (Income) (14067.06) (37849.82)
Tax effect on account of :
Property, Plant and Equipment and Intangible Assets (15321.74) (22093.24)
Expenses / Income not allowed 5172.75 18683.92
Items disallowed u/s 43B of the Income Tax Act, 1961 (2640.76) -
Unused Tax Assets (MAT Credit entitlement) - 2597.50
Unabsorbed Depreciation - 32986.76
Net impact of Section 115BAA of Income Tax Act - (5272.72)
Sales Tax Deferral / Lease obligation (1341.75) (68.14)
Income Tax for Earlier Years 3.95 -
Deferred Tax Assets not recognised 28129.44 10957.86
Income Tax (Expenses) / Incomes recognised in the Statement of Profit and Loss (65.17) (57.88)
Property, Plant and Equipment and Intangible Assets 42638.94 44116.01 (1477.07) (34811.79)
Financial Instruments - Liabilities (1107.78) 376.84 (1484.62) (338.00)
Financial Instruments - Assets (1.14) (1.14) - 0.42
Items disallowed under the Income Tax Act, 1961 (33218.52) (34790.93) 1572.41 18575.70
Provision for Doubtful Debts/Expected Credit Loss (1933.03) (1876.44) (56.59) 476.66
Provision for Non-moving Inventories (162.97) (162.97) - 63.31
Unabsorbed Depreciation (49736.66) (37447.41) (12289.25) 24450.41
Unused Tax Assets (MAT Credit entitlement) - - - 2597.50
Assets Retirement Obligations (6.54) (5.92) (0.62) 1.53
Deferred Tax Assets not recognised * 43193.26 29526.64 13666.62 (10957.86)
(334.44) (265.32) (69.12) 57.88
Related to Other Comprehensive Income 334.44 265.32 69.12 (57.88)
TOTAL - (0.00) - (0.00)
*The Company has Net Deferred Tax Assets (DTA) as at 31st March, 2021 which is not recognised in the financial
statements in the absence of near future probable taxable profits against which the same can be utilised.
115
48th Annual Report 2020-2021
21.05 Amount and Expiry date of Unused Tax Losses for which no Deferred Tax Assets is recognised :
(Rs. in lakhs)
Assessment Year Unused Tax Loss Carried Forward till Assessment Year
2016-17 10501.29 2024-25
2017-18 14233.76 2025-26
2020-21 71987.11 2028-29
2021-22 14118.07 2029-30
Total 110840.23
The Company continue to incur losses and doesn’t expect sufficient taxable income in the near future against which the
unused tax losses can be utilised. DTA on unused tax losses is not recognised.
NOTE : 22
CURRENT BORROWINGS
(Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Secured
Working Capital Rupee Loans
- From Banks 6187.03 6439.66
- From Assets Reconstruction Company (ARC)# 56865.96 53965.96
Unsecured
Inter Corporate Deposits taken from :
Related Parties (Refer Note No. 38) 2237.91 2237.91
Others (Refer Note No. 22.06) 10443.67 10443.67
12681.58 12681.58
116
22.05 As on 31st March, 2021, the Company has overdue Interest on unsecured loan Rs 292.05 lakhs (Previous Year : Rs. 292.05
Lakhs) included in Interest Accrued and Due in Note No. 24 for a period of less than 2 years.
22.06 Inter Corporate Deposits from others include a sum of Rs. 10432.79 Lakhs Outstanding towards Corporate Ispat Alloys
Limited (CIAL) being the amount Credited in the books at the time of merger of Strip Mill Division of CIAL with the Company.
CIAL had filed a winding up petition under the provisions of Section 434 of the Companies Act, 1956 before the Hon’ble
Bombay High Court, Nagpur Bench and the Company had disputed the same amount. The said petition has been withdrawn
by the petitioner as confirmed by the Hon’ble Bombay High Court, Nagpur Bench order dated 25th February, 2021.
Further the Company had filed a civil suit claiming a sum of Rs. 70027.00 lakhs from CIAL towards the loss suffered by it due
to delay / withholding the merger of Strip Mill Division of CIAL with a malafide intention which is pending before the Hon’ble
Civil Judge Senior Division, Nagpur.
NOTE : 23
TRADE PAYABLES (Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Micro, Small and Medium Enterprises 4751.61 4586.06
Others 13170.43 23517.02
TOTAL 17922.04 28103.08
23.01 Disclosures of the Micro, Small And Medium Enterprises Development Act, 2006
Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 have been
determined based on the information as available with the Company and the required disclosures are given below :
(Rs. in lakhs)
Particulars As at As at
31.03.2021 31.03.2020
(i) Principal amount remaining unpaid to any supplier as at the end of the 4751.61 4586.06
accounting year
(ii) Interest due thereon remaining unpaid to any supplier as at the end of the 44.71 56.23
accounting year
(iii) The amount of Interest paid, along with the amounts of the payment - -
made to the supplier beyond the appointed day
(iv) The amount of Interest due and payable for the year - -
(v) The amount of interest accrued and remaining unpaid at the end of 44.71 56.23
the accounting year
(vi) The amount of Further interest due and payable even in the - -
succeeding year, until such date when the interest dues as above are
actually paid
NOTE : 24
OTHER CURRENT FINANCIAL LIABILITIES (Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Current Maturities of Long Term Debts 117779.62 93185.28
Current Maturities of Sales Tax Deferral 834.78 753.75
Current Maturities of Finance Lease Obligations 70.45 70.45
Interest Accrued but not due on Borrowings - 89.78
Interest Accrued and due 294974.22 208433.40
Advance against Share Application Money (Refer Note No. 24.01) 5800.00 5800.00
Book Overdraft - 193.44
Bonus Payable 500.78 522.14
Other Payables* 9808.40 7574.47
TOTAL 429768.25 316622.71
* Mainly includes Provision for Materials & Expenses and Payable to Employees.
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48th Annual Report 2020-2021
24.01 Represents the amount received from the Promoter entities towards the upfront Promoters Contribution as per
the conditions under the proposed Debt Restructuring Scheme of the Company. Due to uncertainty on account of
matters being pending before the National Company Law Tribunal and the Hon’ble Supreme Court, as detailed in
Note No. 36, the amount has been kept in the special account with the scheduled bank and depending upon the
final outcome of the above matters either the equity shares will be allotted against the specified Share Application
Money or it will be refunded to the applicants as per the provisions of the Companies Act, 2013 and other laws as
applicable.
NOTE : 25
OTHER CURRENT LIABILITIES (Rs. in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Advances from Customers 2621.59 1302.79
Statutory Liabilities 3923.02 2864.61
TOTAL 6544.61 4167.40
NOTE : 26
CURRENT PROVISIONS (Rs.in lakhs)
PARTICULARS As at As at
31.03.2021 31.03.2020
Provision for Employee Benefits 2338.12 2682.04
Provision for Energy Development Cess (Refer Note No. 26.01) 5121.84 4791.59
Other Provisions* 396.75 396.75
TOTAL 7856.71 7870.38
* Includes provision for disputed Entry Tax and Cess on Metallurgical Coke.
26.01 During the year 2005, the Government of Chhattisgarh published the Chhattisgarh Upkar (Sansodhan) Adhiniyam,
2004, according to which the Company is liable to pay energy development cess @10 paise per unit generated from
its captive power plants. The levy of energy development cess has been disputed by the Company and the matter
is pending before the Hon’ble Supreme Court of India.
The Office of the Chief Electrical Inspector, Government of Chhattisgarh, had sent demands for the energy
development cess since the Hon’ble Supreme Court of India vide its interim order dated 2nd November, 2007
permitted the department to raise the bill, however it directed that no coercive steps shall be taken by the state to
recover the dues till further orders.
The legislative competence of the Government of Chhattisgarh is not under challenge. The Company had been
legally advised in the past that it is highly unlikely that the provision by which the State Government has imposed
energy development cess will be struck down by the Hon’ble Supreme Court of India. In view of the above and as
a matter of prudence, the Company has made a provision of energy development cess aggregating to Rs. 5121.84
Lakhs till 31st March, 2021.
NOTE : 27
REVENUE FROM OPERATIONS
(Rs. in lakhs)
PARTICULARS For the Year ended For the Year ended
31.03.2021 31.03.2020
Sale of Products 368186.85 362066.61
Sale of Services / Job Work Income 61.49 14.76
Other Operating Revenues - Sale of Scrap 2256.28 1136.59
TOTAL 370504.62 363217.96
118
27.01 Revenue Disaggregation by type of Products and Services are as follows :
(Rs. in lakhs)
PARTICULARS For the Year ended For the Year ended
31.03.2021 31.03.2020
Iron and Steel Castings 38576.78 41378.40
Pig Iron / Skull 19561.81 58359.49
Billets / Rolled Products 207581.60 175229.25
Sponge Iron 43509.79 41635.21
Pellet 48857.91 42332.60
Job Work / Commission 61.49 14.76
Others 12355.24 4268.25
TOTAL 370504.62 363217.96
* The reduction towards variable consideration comprises of volume discounts, quality claims, breakage etc.
NOTE : 28
OTHER INCOME
(Rs. in lakhs)
PARTICULARS For the Year ended For the Year ended
31.03.2021 31.03.2020
Interest Income from Financial Assets measured at Amortised
Cost
- Fixed Deposits with Banks 99.63 211.87
- Others 148.19 145.21
Profit on Sale of Property, Plant and Equipment (Net) 0.01 311.41
Gain on Financial Instruments measured at Fair Value 0.01 -
through Profit and Loss (Net)
Gain on Foreign Currency Fluctuation (Net) 71.05 -
Account Written Back 150.06 -
Export Incentives 155.32 39.98
Other Miscellaneous Receipts 14.18 143.80
TOTAL 638.45 852.27
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48th Annual Report 2020-2021
NOTE : 29
CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE
(Rs. in lakhs)
For the Year ended For the Year ended
PARTICULARS
31.03.2021 31.03.2020
Closing Inventories
Finished Goods 29826.08 40848.28
Finished Goods in Transit 8581.84 1647.76
Work-in-Progress 3046.46 4597.81
Stock in Trade 24.69 25.12
41479.07 47118.97
Opening Inventories
Finished Goods 40848.28 48489.45
Finished Goods in Transit 1647.76 3595.64
Work-in-Progress 4597.81 6192.25
Stock in Trade 25.12 263.74
47118.97 58541.08
(Increase) / Decrease in Inventories TOTAL 5639.90 11422.11
NOTE : 30
EMPLOYEE BENEFITS EXPENSE
(Rs. in lakhs)
For the Year ended For the Year ended
PARTICULARS
31.03.2021 31.03.2020
Salaries, Wages and Allowances 19516.70 19369.64
Contribution to Provident and Other Funds 1591.32 1636.88
Welfare and Other Amenities 849.93 1571.70
TOTAL 21957.95 22578.22
30.01 As per Ind AS - 19 “Employee Benefits”, the disclosures of Employee Benefits as defined in the Ind AS are
given below : (Rs. in lakhs)
Particulars 2020-21 2019-20
a) Contribution to Defined Contribution Plan, recognised as expense
for the year are as under
Employer’s Contribution to Provident Fund, ESIC and Other Funds 1139.80 1206.43
120
Gratuity (Funded)
Particulars As at As at
31.03.2021 31.03.2020
Actuarial Assumptions
Indian Assured Indian Assured
Lives Mortality Lives Mortality
Mortality Table (LIC)
(2006-08) (2006-08)
Ult Ult
Salary growth 7% & 8% 7% & 8%
Discount rate 6.86% & 6.82% 6.84% & 6.87%
Attrition age 2.50% 2.50%
(Rs. in lakhs)
Gratuity (Funded)
Particulars As at As at
31.03.2021 31.03.2020
Movement in Present Value of Defined Benefit Obligations
Defined Benefit Obligations at the beginning of the year 5033.12 4259.50
Current Service Cost 417.05 406.39
Past Service Cost - (0.08)
Interest Cost 341.26 324.49
Benefit Paid (126.61) (145.80)
Actuarial Loss / (Gain) (312.85) 188.62
Defined Benefit Obligations at the end of the year 5351.97 5033.12
Movement in Fair Value of Plan Assets
Fair Value of Plan Assets at the beginning of the year 4090.66 3659.05
Interest Income 306.79 300.35
Employer Contribution 612.21 318.42
Benefit Paid (126.61) (145.80)
Remeasurement Loss arising from return on Plan Assets (38.22) (41.36)
Fair Value of Plan Assets at the end of the year 4844.83 4090.66
Expense recognised in the Statement of Profit and Loss
Current Service Cost 417.05 406.39
Past Service Cost - (0.08)
Interest on Defined Benefit Obligations 341.26 324.49
Interest Income (306.79) (300.35)
Total included in “Remuneration and Benefits to Employees” 451.52 430.45
Remeasurements (recognised in Other Comprehensive Income)
Effect of changes in financial assumptions (312.85) 188.62
Loss on Plan Assets (excluding Interest Income) (38.22) (41.36)
Total remeasurements included in OCI (274.63) 229.98
(c) Fair Value of Plan Assets
Life Insurance Corporation of India (LIC) 4844.83 4090.66
(d) Net Defined Benefit Obligations / (Assets) reconciliation
Present Value of Obligations at the end of the year 5351.97 5033.12
Less : Fair Value of Plan Assets at the end of the year 4844.83 4090.66
Net Obligations recognised at the end of the year 507.14 942.46
(e) The estimate of rate of escalation in Salary considered in actuarial valuation, takes into account inflation,
seniority, promotion and other retirement factors including supply and demand in the employment market. The
above information is certified by the actuary.
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48th Annual Report 2020-2021
Interest Rate Risk A decrease in the bond interest rate will increase the plan obligation; however, this will be partially
offset by an increase in the return on the plan debt investments.
Longevity Risk The present value of the defined benefit plan Obligation is calculated by reference to the best estimate
of the mortality of plan participants both during and after their employment. An increase in the life
expectancy of the plan participants will increase the plan’s obligation.
Salary Risk The present value of the defined plan liability is calculated by reference to the future salaries of
plan participants. As such, an increase in the salary of the plan participants will increase the plan’s
obligation.
122
NOTE : 31
FINANCE COSTS (Rs.in lakhs)
For the Year ended For the Year ended
PARTICULARS
31.03.2021 31.03.2020
Interest Expenses on Financial Liabilities measured at Amortised Cost 90467.49 85408.74
Other Financial Charges 395.25 1327.62
TOTAL 90862.74 86736.36
NOTE : 32
DEPRECIATION AND AMORTISATION EXPENSE (Rs. in lakhs)
For the Year ended For the Year ended
PARTICULARS
31.03.2021 31.03.2020
Depreciation of Property, Plant and Equipment (Refer Note No. 2) 26425.98 27077.14
Amortisation of Intangible Assets (Refer Note No. 3) 249.64 556.60
TOTAL 26675.62 27633.74
NOTE : 33
OTHER EXPENSES
(Rs.in lakhs)
For the Year ended For the Year ended
PARTICULARS
31.03.2021 31.03.2020
MANUFACTURING EXPENSES
Consumables, Stores and Spares Consumed 28140.66 33894.02
Power and Fuel 22772.89 21059.84
Repairs and Maintenance -
Buildings 53.87 81.06
Plant and Equipments 17374.89 14737.03
Others 0.58 1.40
Royalty and Cess 4736.37 4174.52
Internal Material Movement 6049.75 5996.84
Lease Rent 840.00 840.00
Other Manufacturing Expenses 1497.22 1922.36
81466.23 82707.07
SELLING AND DISTRIBUTION EXPENSES
Advertisement and Publicity 12.12 46.15
Commission 115.75 110.07
Sales Promotion Expenses 52.01 81.16
Freight and Forwarding 13271.49 9180.19
13451.37 9417.57
ADMINISTRATIVE EXPENSES
Rent 228.56 224.21
Rates and Taxes 118.44 244.31
Insurance 430.90 446.21
Loss on Foreign Currency Fluctuation (Net) - 442.37
123
48th Annual Report 2020-2021
124
NOTE : 34
EARNINGS PER SHARE (Rs. in lakhs except per equity share data)
For the Year ended For the Year ended
PARTICULARS
31.03.2021 31.03.2020
Basic Earnings Per Share
Loss for the year (A) (55827.47) (150446.54)
Weighted average number of Equity Shares (Nos.) (B) 638633063 638633063
Basic Earnings Per Share of Rs.10/- each Rs. (A) / (B) (8.74) (23.56)
125
48th Annual Report 2020-2021
On 4th August, 2017 and corrected vide its order dated on 15th September, 2017, the Sole Arbitrator passed an
Arbitral Award against the company. As per the Arbitral Award, the claims of the company were not entertained
and the counter claims were allowed. The Company had challenged the Arbitral Award before the Hon’ble Delhi
High Court under the Arbitration and Conciliation Act 1996. The Hon’ble High Court dismissed the appeals
filed by the company vide its judgment dated 21st December, 2017 and judgement dated 5th April, 2018.
The Company believes that the entire award is contrary to public policy, is without any evidence and reasoning.
Counter claims to the tune of Rs 940.88 Lakhs have been allowed. The Learned Arbitrator has allowed the payment
of lease rentals and at the same time has also directed the company to hand over possession of the plant which is
contrary in nature.
Considering the above described factual aspects, the company believes that it has good case on merits. Hence the
Company filed Special Leave Petition (SLP) in the Hon’ble Supreme Court which granted stay on any action on the
request of the Company.
As on 31st March, 2021, the Company has estimated the total amount of Arbitral award is to be around Rs. 3943.00
lakhs, out of which Rs. 800.00 Lakhs have been deposited by the Company with the Supreme Court Registry on
the instructions of the Hon’ble Supreme Court and disclosed in Note No. 6. The pleadings have been completed
and now the matter is expected to be listed for final hearing. No fixed listing date has been determined yet. The
management is of the view that at this stage no provisioning is required against the said award.
B The Ministry of Coal (MOC) had invoked Bank Guarantee (BG) of Rs. 1000.00 Lakhs for delay in start of production
of Moitra Coal Block, Jharkhand. The Company had challenged the BG invocation before the Hon’ble Delhi High
Court, wherein vide order dated 24th August, 2015 it granted interim relief to the Company, that no coercive steps
will be taken subject to Company keeping the BG alive. The matter is now listed for hearing on 24th August, 2021.
The Company is confident that its case is on merits and doesn’t envisage any financial impact of the above matter.
In identical matters MOC has not invoked BG of other companies.
C Management is of the view that above litigations will not impact significantly the financial position of the Company.
D The Company has received Show Cause notices from the Excise department which mainly relate to demand of duty
for sale of exempted goods and denial of credit on structural steel, new plants, railway receipt, bank expenses and
outward freight etc. The Company has also received a Show Cause notice from the Additional Director General,
DGGI, which relates to demand of service tax on amount received against the cancellation of three coal mines/block.
The Company does not foresee any losses on this account.
E Capital Commitments :
Estimated amount of contracts remaining to be executed on
Capital Accounts and not provided for (Net of Advances) 24174.32 24063.67
NOTE :36 The Company underwent significant financial stress in the last six years due to cancellation of its three captive
coal mines, payment of additional levy on mined coal as per the Hon’ble Supreme Court order, COVID 19 related lockdown
of business units, its consequent adverse impact on the Company and various other reasons which have resulted in financial
constraints to the Company, losses in the operations, wipe out of the net worth and calling back of loans by few of the secured
lenders. Further, an appropriate debt restructuring scheme was approved by the super majority of the secured lenders and the
Company had complied with the conditions of debt restructuring scheme and got its Master Restructuring Agreement signed by
the Lenders.
However on the directions of Reserve Bank of India (RBI), which had not agreed to the approved debt restructuring scheme being
fully implemented within the stipulated time line of 13th December, 2017, State Bank of India (SBI), the erstwhile lead secured
lender, had filed an application under Section 7 of the Insolvency and Bankruptcy Code, 2016, against the Company claiming an
amount of Rs. 51383.41 Lakhs as default as on 30th November, 2017.
In view of the Status Quo order issued by the Hon’ble Supreme Court on 16th April, 2018, the case had been adjourned sine
die by the National Company Law Tribunal (NCLT), Mumbai in its hearing dated 14th November, 2019. The matter is at pre
admission stage in NCLT and would be listed only after the Special Leave Petition (SLP) filed by the Company is disposed of by
the Hon’ble Supreme Court.
126
ACRE continues to support the operations of the Company. The Company is in final stages of restructuring of its outstanding
debt with its Lenders. Further the Company has taken active steps for effective and efficient operations including cost reduction.
Accordingly the Company continues to prepare its books of account on going concern basis.
127
48th Annual Report 2020-2021
128
III. Enterprises in which key managerial personnel and their relatives are able to exercise significant
influence with whom transactions have taken place during the year :
Other Related Parties
Apex Spinning Mills Private Limited AMR Iron and Steel Private Limited
Jayaswal Neco Infrastructures Private Limited Jayaswal Neco Energy Private Limited
Jayaswal Neco Metallics Private Limited Jayaswal Neco Urja Private Limited
Jayaswal Neco Steel and Mining Limited Neco Defence Systems Limited
Jayaswal Neco Power Private Limited Neco Heavy Engineering and Castings Limited
Neco Ceramics Limited Nine Star Plastic Packaging Services Private Limited
The Jayaswal Basant Lall Shaw Family Trust NSSL Private Limited
Shashi Enterprises
B. Transactions and Balances with Related Parties : (Rs. in lakhs)
Nature of Transactions Name of the Related Parties 2020-21 2019-20
Transactions with Associate :
Commission Income on Corporate Guarantee Maa Usha Urja Limited 5.91 5.91
Rent / Lease Rent Maa Usha Urja Limited 600.00 600.00
Interest Expense Maa Usha Urja Limited - 324.50
Reimbursement of Expenses to the Company Maa Usha Urja Limited 4.43 0.74
Transactions with Other Related Parties:
Purchase of Property, Plant and Equipment Neco Heavy Engineering and Castings Limited - 8.68
Neco Defence Systems Limited 19.80 6.23
Sale of Property, Plant and Equipment Neco Heavy Engineering and Castings Limited - 18.47
Rent / Lease Rent The Jayaswal Basant Lall Shaw Family Trust 92.40 90.14
Shashi Enterprises 15.92 14.00
Shri Arvind Jayaswal 10.56 10.40
Shri Ramesh Jayaswal 10.56 10.40
Deposit Given The Jayaswal Basant Lall Shaw Family Trust - 2.10
Shashi Enterprises - 3.00
Interest Expense Apex Spinning Mills Private Limited 6.74 5.86
Nine Star Plastic Packaging Services Private 13.48 11.72
Limited
Jayaswal Neco Infrastructures Private Limited 26.97 23.44
Jayaswal Neco Energy Private Limited 26.96 23.44
Jayaswal Neco Metallics Private Limited 33.70 29.30
Jayaswal Neco Steel and Mining Limited 26.96 23.44
Sitting Fees Shri B.L. Shaw 1.00 0.75
129
48th Annual Report 2020-2021
(Rs.in lakhs)
Nature of Transactions Name of the Related Parties As at As at
31.03.2021 31.03.2020
Balances with Associate :
Corporate Guarantee Given Maa Usha Urja Limited 1181.00 1181.00
Current Borrowings -Inter Corporate Deposits Maa Usha Urja Limited 2237.91 2237.91
Trade payables Maa Usha Urja Limited 337.05 463.76
Interest Accrued and due Maa Usha Urja Limited 292.05 292.05
Advance against Share Application Money Apex Spinning Mills Private Limited 700.00 700.00
Nine Star Plastic Packaging Services Private Limited 850.00 850.00
Jayaswal Neco Infrastructures Private Limited 1000.00 1000.00
Jayaswal Neco Power Private Limited 300.00 300.00
Jayaswal Neco Energy Private Limited 950.00 950.00
Jayaswal Neco Metallics Private Limited 650.00 650.00
Jayaswal Neco Steel and Mining Limited 1350.00 1350.00
130
C. Compensation to Key Managerial Personnel of the Company
(Rs.in lakhs)
Nature of Transaction 2020-21 2019-20
Short Term Employee Benefits 356.34 454.04
Post-employment Benefits 6.76 3.03
TOTAL 363.10 457.07
D. The Company is not the beneficiary owner of the shares of the associate company, accordingly consolidation of the
associate company’s financial statements is not required.
NOTE :39 DIVIDEND ACCRUED ON REDEEMABLE PREFERENCE SHARES NOT PROVIDED FOR:
(Rs.in lakhs)
For the Year ended For the Year ended
PARTICULARS 31.03.2021 31.03.2020
a. 16% Redeemable Cumulative Preference Shares 1700.51 1700.51
b. 0.0001% Cumulative Redeemable Preference Shares 0.01 0.01
TOTAL 1700.52 1700.52
NOTE : 40
EXPENDITURE RELATED TO CORPORATE SOCIAL RESPONSIBILITY (CSR) AS PER SECTION 135 OF THE
COMPANIES ACT, 2013 READ WITH SCHEDULE VII.
a. CSR amount required to be spent as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof by
the Company during the year is Rs. Nil (Previous Year : Rs. Nil)
b. Expenditure incurred related to Corporate Social Responsibility is Rs. 242.34 lakhs
(Previous Year : Rs. 229.15 lakhs).
Details of Expenditure incurred towards CSR given below: (Rs. in lakhs)
For the Year ended For the Year ended
PARTICULARS
31.03.2021 31.03.2020
Rural Development Projects 117.79 128.44
Environmental Sustainability 26.30 27.12
Education and Training 0.66 4.36
Health Care, Sanitation and providing Drinking Water 54.55 42.70
Promotion and Development of Traditional Art and Culture, Community 39.62 19.63
Welfare
Others 3.42 6.90
TOTAL 242.34 229.15
NOTE : 41 PROVISIONS
Disclosures as required by Ind AS 37-“Provisions, Contingent Liabilities and Contingent Assets” :
(Rs. in lakhs)
Assets Provision for Provision Provision Provision for
Retirement Credit Impaired/ for Expected for Energy Entry Tax and
Obligations Doubtful Credit Loss Development Cess
PARTICULARS
on Trade on Trade Cess
Receivables / Receivables
Advances
As at 1st April, 2019 21.32 6255.95 478.02 4395.97 396.75
Provision during the year 2.21 215.05 682.52 395.62 -
Provision reversed during the year - (78.86) - - -
Provision written off during the year - (97.01) - - -
As at 31st March, 2020 23.53 6295.13 1160.54 4791.59 396.75
Provision during the year 2.44 1117.07 - - -
Amount received during the year - (30.14) - 330.25
Provision reversed during the year - (203.40) (658.68) - -
As at 31st March, 2021 25.97 7178.66 501.86 5121.84 396.75
131
48th Annual Report 2020-2021
132
iv) The Fair Value of the remaining financial instruments is determined using discounted cash flow analysis.
v) The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
42.03 Fair Value Hierarchy
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by
valuation techniques:-
i) Level 1 :- Quoted prices / published Net Assets Value (unadjusted) in active markets for identical assets or liabilities.
It includes fair value of financial instruments traded in active markets and are based on quoted market prices at the
Balance Sheet date and financial instruments like mutual funds for which Net Assets Value is published by mutual
fund operators at the Balance Sheet date.
ii) Level 2 :- Inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either
directly (that is, as prices) or indirectly (that is, derived from prices). It includes fair value of the financial instruments
that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation
techniques. These valuation techniques maximise the use of observable market data where it is available and rely
as little as possible on the Company specific estimates. If all significant inputs required to fair value an instrument
are observable then instrument is included in level 2.
iii) Level 3 :- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
The following table provides hierarchy of the fair value measurement of Company’s asset and liabilities, grouped
into Level 1 (Quoted prices in active markets), Level 2 (Significant observable inputs) and Level 3 (Significant
unobservable inputs) as described below:
(Rs. in lakhs)
Particulars As at 31.03.2021
Level 1 Level 2 Level 3
Financial Assets
Financial Assets designated at Fair Value
through Profit and Loss :
Investments 0.05 - 0#
(Rs. in lakhs)
Particulars As at 31.03.2020
Level 1 Level 2 Level 3
Financial Assets
Financial Assets designated at Fair Value
through Profit and Loss :
Investments 0.04 - 0#
# since the Investments under level 3 category are not material and its fair value is zero, so the disclosure for the
same is not given.
NOTE: 43 Financial Risk Management - Objective and Policies
The Company is exposed to Market Risk, Credit Risk and Liquidity Risk. Risk management is carried out by the
company under the policy and plan as approved by the Board of Directors. This Risk management plan defines
how risks associated with the Company will be identified, analysed, and managed. It outlines how risk management
activities will be performed, recorded, and monitored by the Company. The basic objective of risk management
plan is to implement an integrated risk management approach to ensure all significant areas of risks are identified,
understood and effectively managed, to promote a shared vision of risk management and encourage discussions on
risks at all levels of the organization to provide a clear understanding of risk / benefit trade-offs, to deploy appropriate
risk management methodologies and tools for use in identifying, assessing, managing and reporting on risks and to
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48th Annual Report 2020-2021
determine the appropriate balance between cost and control of risk and deploy appropriate resources to manage /
optimise key risks. The activities are developed to provide feedback to management and other interested parties
(e.g. Audit committee, Board etc.) by way of action taken report. The results of these activities ensure that risk
management plan is effective in the long term.
43.01 Market Risk and Sensitivity :
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprise three types of risk : Foreign Currency Rate risk, Interest Rate risk
and other Price risks, such as Equity Price risk and Commodity Price risk. Financial instruments affected by market
risk include Loans and Borrowings, Deposits and Investments.
The sensitivity analysis relate to the position as at 31st March 2021 and 31st March 2020.
The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-
employment benefit obligations, provisions and on the non-financial assets and liabilities. The sensitivity of the
relevant Statement of Profit and Loss item is the effect of the assumed changes in the respective market risks. This
is based on the financial assets and financial liabilities held as at 31st March, 2021 and 31st March, 2020.
(a) Foreign Currency Exchange Risk and Sensitivity :
Foreign Currency Exchange risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in Foreign Currency Exchange rates. The Company’s exposure to the risk of changes
in foreign currency exchange rates relates primarily to the Company’s operating activities. The Company transacts
forex business primarily in USD,SEK and Euro. The Company has foreign currency trade payables,supplier
Credit and trade receivables and is therefore, exposed to foreign currency exchange risk. The Company regularly
reviews and evaluates exchange rate exposure arising from foreign currency transactions and follows established
risk management policies and plan including use of derivatives like Foreign exchange forward contract to hedge
exposure to Foreign currency exchange risk.
The following table demonstrates the sensitivity in the USD, SEK, CAD and Euro to the Indian Rupee with all other
variables held constant. The impact on the Company’s Loss Before Tax (LBT) due to changes in the fair values of
monetary assets and liabilities is given below:
Unhedged Foreign currency exposure as at 31st March, 2021 Currency Amount in (Rs. in lakhs)
FC
Trade Receivable USD 329049 240.34
Trade Receivable EURO 188530 161.78
Trade Payable USD (237809) (176.48)
Trade Payable EURO (25700) (22.47)
Trade Payable SEK (650000) (55.45)
Trade Payable CAD (93100) (55.12)
Unhedged Foreign currency exposure as at 31 March, 2020
st
Currency Amount in (Rs. in lakhs)
FC
Trade Receivable USD 598041 450.73
Trade Receivable EURO 59665 49.58
Trade Payable USD (237809) (181.21)
Borrowing - Supplier Credit USD (10028174) (7641.47)
Trade Payable SEK (650000) (49.60)
Trade Payable CAD (93100) (50.38)
134
Foreign Currency sensitivity
2% increase or decrease in foreign exchange rates will have the following impact on Loss Before Tax (LBT):-
(Rs. in lakhs)
2020-2021 2019-2020
Particulars
2% Increase 2% Decrease 2% Increase 2% Decrease
- Profit / - Profit / - Profit / -Profit /
(Loss) (Loss) (Loss) (Loss)
USD 1.28 (1.28) (147.44) 147.44
EURO 2.79 (2.79) 0.99 (0.99)
SEK (1.11) 1.11 (0.99) 0.99
CAD (1.10) 1.10 (1.01) 1.01
(Increase ) / Decrease in Loss Before Tax 1.85 (1.85) (148.45) 148.45
The assumed movement in basis points for interest rate sensitivity analysis is based on the currently observable
market environment.
c) Commodity Price Risk :
The Company’s revenue is exposed to the market risk of price fluctuations related to the sale of its iron, steel and
castings products. Market forces generally determine prices for the products sold by the Company. These prices
may be influenced by factors such as supply and demand, production costs (including the costs of raw material
inputs) and global and regional economic conditions and growth. Adverse changes in any of these factors may
reduce the revenue that the Company earns from the sale of its products.
The Company prices its Iron and Steel products as per the accepted market practices.
The Company primarily purchases its raw materials in the open market from third parties. The Company is therefore
subject to fluctuations in prices for the purchase of iron ore, fines, non coking and coking coal and other raw material
inputs. The Company purchased substantially large part of its iron ore, fines and coal requirement from third parties
in the open market during the year ended 31st March, 2021.
The Company aims to sell its products at prevailing market prices. Similarly the Company procures key raw materials
like iron ore, fines and coal based at prevailing market rates , predominantly the selling prices of steel and castings
and that of input raw materials move in the same direction although with a lag effect.
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48th Annual Report 2020-2021
The following table details the Company’s sensitivity to a 5% movement in the input price of Iron Ore and Coking Coal.
(Rs. in lakhs)
2020-21 2019-20
Particulars 5% Increase 5% Decrease 5% Increase 5% Decrease
- Increase in - Decrease - Increase in - Decrease in
LBT in LBT LBT LBT
Iron Ore / Fines (3260.22) 3260.22 (3129.16) 3129.16
Coal / Coke (3918.79) 3918.79 (5697.50) 5697.50
(Increase) / Decrease in Loss Before Tax (7179.01) 7179.01 (8826.66) 8826.66
The following table summarizes the changes in the Provisions made for the receivables:
(Rs. in lakhs)
Particulars 31 March 2021
st
31 March 2020
st
136
For other financial instruments, the finance and treasury department assesses and manages credit risk based
on internal assessment. Internal assessment is performed for each class of financial instrument with different
characteristics.
43.03 Liquidity Risk :
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral
obligations without incurring unacceptable losses. It will encounter difficulty in raising funds to meet commitments
associated with financial instruments that are settled by delivering cash or another financial asset. The Company’s
objective is to, at all times, maintain optimum levels of liquidity to meet its cash and collateral requirements. The
Company relies on short term borrowings and operating cash flows in the form of suppliers credit and working capital
to meet its need for fund.
The Company underwent significant liquidity issues for the reasons mentioned in note no. 36,Further, ACRE
continues to support the operations of the Company.
The below table summaries the maturity profile of the Company’s financial liability :
(Rs. in lakhs)
Maturity
Particulars On Demand Less than 1 1 to 5 Years More than Total
Year 5 years
As at 31st March, 2021
Non Current Borrowings # - - 87011.51 101595.95 188607.46
Other Financial Liabilities (Non - - 1.86 - 1.86
Current)
Short term borrowings 75734.57 - - - 75734.57
Trade Payables - 17922.04 - - 17922.04
Other Financial Liabilities - 429768.25 - - 429768.25
Total 75734.57 447690.29 87013.37 101595.95 712034.18
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48th Annual Report 2020-2021
The Company monitors capital using gearing ratio, which is Net Debt divided by the Total Capital Employed (Equity
plus Net Debt). Net debt are Non-current and Current debts as reduced by Cash and Cash Equivalents, Other Bank
Balances, Non-current Bank Deposits and Current Investments. Equity comprises all components including other
comprehensive income.
The Company monitors its capital employed using Gearing ratio, which is Net debt divided by Total Capital
Employed (Equity plus Net Debt)
(Rs. in lakhs)
As at As at
Particulars 31.03.2021 31.03.2020
Total Debt 382893.82 394049.26
Less : Cash and cash equivalent 29075.22 1196.91
Less : Other Bank Balances 7820.37 10443.46
Less : Non current Bank Deposits 2171.42 123.41
Less : Current Investments 0.05 0.04
Net Debt 343826.76 382285.44
Equity (136260.32) (80638.36)
Total Capital Employed (Equity plus Net Debts) 207566.44 301647.08
Gearing ratio 165.65% 126.73%
NOTE : 45 In-spite of the continuous prevalence of COVID 19 pandemic, the Company achieved normal business
operations during the last quarter.The Company will continue to closely monitor any material changes arising out of future
economic conditions and impact on its business including recoverability of inventories and trade receivables.
NOTE : 46 Details of Loan given, Investment made and Corporate Guarantee given covered u/s 186(4) of the
Companies Act, 2013.
(Rs. in lakhs)
Sr. PARTICULARS As at As at
No. 31.03.2021 31.03.2020
I Loan Given
Jayaswal Neco Urja Private Limited 738.30 738.30
II Corporate Guarantee Given
Maa Usha Urja Limited (MUUL) 1181.00 1181.00
The above Loan has been given for business purpose.
Corporate Guarantee given to the lenders of MUUL for the financial facilities availed by that company.
NOTE : 47 The Management and authorities have the power to amend the Financial Statements in accordance with
section 130 and 131 of the Companies Act, 2013.
NOTE : 48 Previous Year’s figures have been regrouped / rearranged wherever necessary, to make them comparable
with those of current year.
As per our Report of even date
For PATHAK H. D. & ASSOCIATES LLP For and on behalf of Board of Directors
Chartered Accountants
(Registration No. : 107783W/W100593)
138
Notes
139
48th Annual Report 2020-2021
Notes
140
Jayaswal Neco Industries Limited
IMPORTANT NOTICE TO MEMBERS . . .
To support this ini a ve, shareholders who are yet to register their e-mail
addresses are requested to furnish/register their Email Id's at
contact@necoindia.com along with their Folio No./DP ID and Client ID and No
of shares held by them, with the Company or with the
Registrar and Share Transfer Agent (Link In me India Pvt. Ltd.), to enable the
Company to send all No ces, periodical statements, Annual Report etc. of the
Company through electronic mode.
In compliance with the MCA Circulars and SEBI Circular, No ce of the AGM
along with the Annual Report 2020-21 is being sent only through electronic
mode to those Members whose email addresses are registered with the
Company/ Depositories. Members may note that the No ce and Annual Report
for the financial year 2020-21 will also be available on the Company's website
www.necoindia.com, websites of the Stock Exchanges i.e. BSE Limited and
Na onal Stock Exchange of India Limited at www.bseindia.com and
www.nseindia.com respec vely and on the website of the e-vo ng agency-
Na onal Securi es Depository Limited at www.evo ng.nsdl.com.
141
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CIN - L28920MH1972PLC016154
F-8, MIDC Industrial Area, Hingna Road, Nagpur - 440 016.
Tel. No. : (07104) 237276, 237471, 237472,
E-mail : contact@necoindia.com, Website : www.necoindia.com