N D Metal Industries Ltd
Directors Reports
To,
The Members,
N D METAL INDUSTRIES LIMITED
Your Directors have pleasure in presenting their Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31. 2023.
Financial Summary or Hiqhliqhts/Performance of the Company (Standalone)
Particulars |
31.03.2023 |
31.03.2022 |
Total Income |
105 93 |
94 03 |
Expenditure |
84 42 |
92 56 |
Profit / Loss before Tax |
21.51 |
1.47 |
Taxes paid and provided |
- |
- |
Deferred tax liability / (-) asset |
(3 06) |
(3.22) |
Profit / Loss after Tax |
18 45 |
(1 75) |
Proposed Final Dividend |
0 |
0 |
Dividend distribution tax |
0 |
0 |
Balance carried to Balance Sheet |
18 45 |
(1.75) |
Operational Performance:
Revenue from operations of the Company is Rs 2 51 lakhs as compared to Rs. 22.04 lakhs
of the previous Year the revenue has decreased as compared to previous year The Profit of
the Company is has increased to Rs 18 45 lakhs as compared to Rs (1.75) lakhs of the
previous Year
Dividend:
In view of further expansion of the business, the Board of Directors of your Company
does not recommend any dividend for the year ended 31*' March. 2023
Transfer To Reserves & Surplus:
The Company has not transferred any amount to the Reserves & Surplus during the
Year under Review
Share Capital:
The paid-up Equity Share Capital as at March 31 2023 stood at Rs. 2,48.00.000. During
the year under review, the Company has not issued shares with differential voting rights
nor has granted any stock options or sweat equity As on March 31. 2023, none of the
Directors of the Company hold instruments convertible into equity shares of the Company
The Company s Equity Shares are listed on BSE Limited and available for tradina
Change In the Nature of Business. If Any:
No Changes have occurred in the Nature of the Business during the Year under Review
Material Changes and Commitments. If Any, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report:
No Material changes and commitments affecting the financial position of the company
have occurred between the end of the financial year of the company to which the financial
statements relate and the date of the report
Details Of Significant And Material Orders Passed By The Regulators Or Courts Or
Tribunals Impacting The Going Concern Status And Company's Operations In Future:
No Significant and Material Orders have been passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future during the
Year under Review
Details of Subsidiary/Joint Ventures/Associate Companies and Financial Performance
thereof:
As on March 31. 2023 the Company has No Subsidiary and Associate Company No Company has
become or has ceased to become a Subsidiary/Associate Company during the Year under review
Deposits:
The Company has not accepted any Deposits within the meaning of section 73 of the
Companies Act. 2013 and the Rules made there under Hence, there is nothing to Report in
this Matter However, the Company continues to enjoy Loans from Director which are exempted
under Rule 2(1) (viii) of the Companies (Acceptance of Deposit) Rules 2014
AUDITORS Statutory Auditors:
M/s. SUVARNA & KATDARE Statutory Auditors of the Company hold office until the
conclusion of the ensuing Annual General Meeting and being eligible to offer themselves
for re-appointment
M/s. SUVARNA & KATDARE., Chartered Accountants have furnished a certificate,
confirming that if re- appointed, their re-appointment will be in accordance with Section
139 read with Section 141 of the Act Pursuant to the provisions of the Act and the Rules
made there under, it is proposed to appoint M/s. SUVARNA & KATDARE., Chartered
Accountants as the statutory auditors of the Company from the conclusion of the
forthcoming AGM till the conclusion of the next Annual General Meeting subject to
ratification at every subsequent Annual General Meeting held after this Annual General
Meeting
Members are requested to consider the re-appointment of M/s. SUVARNA & KATDARE,
Chartered Accountants and authorize the Board of Directors to fix their remuneration.
Internal Auditors:-
The Board of Directors appointed M/s. B B Jain & Associates, Chartered Accountants
as Internal Auditors of the Company for the financial year 2022-23
Secretarial auditors:
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the Company
had appointed M/S SWEETI SHAIFALI & ASSOCIATION, Practicing Company Secretary. CP No:
14955 to undertake the Secretarial Audit of the Company for the year ended 31 ‘
March, 2023.
Auditors' Report:
Report of Statutory Auditors of the Company is self-explanatory and do not call for
separate explanation from the Board
Secretarial Audit Report:
A Secretarial Audit Report given by CS Sweet. Shaifali. a Company Secretary in practice
is being annexed with the report Annexure - IV.
Director's Reply on the Observations on the Secretarial Audit Report:
. Secretarial Auditors Remarks |
Directors Reply |
1. Observation Related to Compliance with the SEBI Rules/ Guidelines/
Regulations/ LODR |
Effective Steps are taken by the Company to strengthen the System of
maintaining Internal Records |
2 the Company is in the process of making necessary Disclosures on the
Website of the Company |
Effective Steps are taken to make necessary disclosure on the Website
of the Company |
3 The Company have not paid Listing Fees for FY 2020-21 & FY
2023-24 |
The Company is in process to pay listing fees |
4 The Company has appointed an Independent Directors in pursuance of
Section 146(6) of the Companies Act .2013 |
The Company is in process to appoint Independent Director |
Share Capital:
The paid up Equity Share Capital as on March 31 2023 was Rs 24.800.000/- during the
year under review. The Company has not issued any shares
Shares with Differential Voting Rights:
The Company has not issued shares with differential voting rights during the year.
Issued Employee Stock Options / ESOP:
The Company has not issued employee stock options and does not have any scheme to fund
its employees to purchase the shares of the Company
Issue of Sweat Equity:
The Company has not issued sweat equity shares during the year Listing of Company's
Scrip:
Your Company was listed on the Bombay Stock Exchange Extract Of Annual Return:
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and
Administration) Rules. 2014. the extract of Annual Return in form MGT-9 is annexed as
Annexure I.
Conservation of energy, technology absorption and foreign exchange earnings and outgo:
The Information Regarding Conservation of Energy & Technology Absorption is
provided in Annexure II.
Foreign Exchange Earnings and Outgo:
Total Foreign Exchange Inflow |
0 |
Total Foreign Exchange outflow |
0 |
Corporate Governance Report:
Since the paid Up Share Capital of Your Company as on 31st March. 2023 was
Rs Rs 24.800.000/- . and the Net worth of your Company never exceed a sum of Rs 25 Crores
or more at any time in the history of the Company therefore the quarterly report on
Corporate Governance pursuant to regulation 27(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulation 2015 is not applicable to the Company However the
Company has been observing best governance practices and is committed to adhere to
Corporate Governance Requirement on an ongoing basis
Directors:
A) Changes in Directors and Key Managerial Personnel
* Appointments and changes in Designation during the Year under Review.
During the year under review there is no change in directors of the Company _
B) Appointment of Independent Director(s) and re- appointment, if any
Your Directors are making all ground efforts to identify and Appoint Independent
Directors so as to comply with Section 149(4) of the Companies Act. 2013 read with Rule 4
of The Companies (Appointment and Qualification of Directors) Rules. 2014
C) Annual Evaluation of Board Performance and Performance of Its Committee and Of
Director:
Since your Company is in the process of identifying and appointing independent
directors on the Board of your Company at this juncture your Company could not able to
Constitute and appoint its Committee Members for the Following Audit Committee
• Nomination and Remuneration Committee Number of meetings of the Board of
Directors:
The Board of Directors of the Company has met 10 times during the Year under review
Date of the meeting |
No. of Directors attended the meeting |
30/05/2022 |
5 |
01/06/222 |
5 |
15/06/2022 |
5 |
12/08/2022 |
5 |
14/08/2022 |
5 |
26/09/2022 |
5 |
14/11/2022 |
5 |
30/12/2022 |
5 |
13/02/2023 |
5 |
31/03/2023 |
5 |
Details of establishment of vigil mechanism for directors and employees:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behavior actual or
suspected fraud or violation of the Company s Code of Conduct or ethics policy The Policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Managing Director of the Company.
Nobody has denied access to the Managing director of the Company in this regard.
Nomination and Remuneration Committee:
As reported above your Company is in the process of identifying and appointing
independent directors on the Board of your Company at this juncture, as the consequence to
it your Company could not able to constitute and Appoint its Committee Members for
Nomination and Remuneration Committee. Once the Committee is constituted, the Remuneration
Policy will be framed and executed for Remuneration given to the KMP of the Company and
the same Policy will be uploaded on the website of the Company.
Internal Financial Controls:
Your Company has in place adequate internal financial controls with reference to
financial statements Your Company has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the 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 disclosures
Corporate Social Responsibility:
As a socially responsible Company, your Company has a strong sense of community
responsibility
The Company however, does not fall within the Criteria as laid down by the Act is not
required to constitute a CSR Committee
Policy on prevention, prohibition and Redressal of sexual harassment at workplace:
The Company has zero tolerance for sexual harassment at the workplace and has adopted a
Policy on Prevention. Prohibition and Redressal of Sexual Harassment at the Workplace, in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention.
Prohibition and Redressal) Act, 2013 and the Rules thereunder The Policy aims to provide
protection to employees at the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure The company has also
constituted an internal complaints committee, to inquire into complaints of sexual
harassment and recommend appropriate action
The company has not received any complaint of sexual harassment during the financial
year 2022-2023
Disclosure:
Number of complaints of sexual harassment received in the year |
NIL |
Number of complaints disposed off during the year |
NIL |
Number of cases pending for more than ninety days |
NIL |
Number of working or awareness programme against sexual harassment
carried out |
NIL |
Nature of action taken by the employer or district officer |
NIL |
Particulars of loans, guarantees or investments under section 185 &186:
During the year No Loans or Guarantees are given nor are any Investments made by the
Company under Section 186 of the Companies Act, 2013
The company has granted unsecured, interest free loan to one of its Director during the
year m terms of Section 185 of the Companies Act. 2013. There is no time bound stipulation
as regards the repayment of principal or interest —,
Particulars of contracts or arrangements with related parties:
The Particulars of Contracts or arrangements with related Parties are provided for in
Annexure III (AOC-2).
Risk Management:
Your Company has adopted a Risk Management Policy/ Plan in accordance with the
provisions of the Companies Act. It establishes various levels of accountability and
overview within the Company, while vesting identified managers with responsibility for
each significant nsk
This risk management process covers risk identification, assessment, analysis and
mitigation Incorporating sustainability in the process also helps to align potential
exposures with the risk appetite and highlights risks associated with chosen strategies
Related Party Transactions:
All Related Paty Transactions that were entered into during the financial year were on
an arm's length basis, in the ordinary course of business and were in compliance with the
applicable provisions of the Companies Act. 2013 ('the Act') and the Listing Agreement All
Related Party Transactions are placed before the Board for approval
The Company has adopted a Related Party Transactions Policy. The Policy, as approved by
the Board, is uploaded on the Company s website at the web link: www.ndmil.com
Details of the transactions with Related Parties are provided in the accompanying
financial statements.
Criteria for determining qualifications, positive attributes and independence of a
director:
Since the Company is in the process of identifying Independent Director The sa d
disclosure is reported to be Nil for the period under review
Particulars of Employees:
During the financial year under review, none of the Company s employees was in receipt
of remuneration as prescribed under Rule 5 (2) and (3) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules Hence, no particulars are required to be
disclosed in this Report.
Directors Responsibility Statement:
In terms of the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act
2013. and to the best of their knowledge and belief and according to the information and
explanations obtained by them and same as mentioned elsewhere in this Report, the attached
Annual Accounts and the Auditors' Report thereon, your Directors confirm that
i In the preparation of the annual accounts, the applicable accounting standards have
been followed and that there are no material departures:
ii. They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for that period;
iii. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively;
vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Acknowledgement:
An acknowledgement to all with whose help, cooperation and hard work the Company is
able to achieve the results.
By Order of the Board of Directors |
For N D METAL INDUSTRIES LIMITED |
Ajay Kumar Garg |
Harsh Rekha Garg |
Director |
Director |
Din:00988977 |
Din:00846444 |
Date: 14/08/2023 |
|
Place: Mumbai |
|
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