Niraj Ispat Industries Ltd

Dear Members,

Your Directors feel pleasure in presenting their 39th Annual Report together with the Audited Statements of accounts for the Financial Year ended on 31st March, 2024.

FINANCIAL RESULTS

The performance of the Company for the financial year ended on 31st March, 2024 is summarized below:

DIVIDEND

Your Directors intend to plough back available resources for financial requirements and express their inability to recommend any dividend for the financial year.

RESERVES

The Company has transferred Rs. 5,00,000/- from the statement of profit and loss to general reserve during the year under review.

BUSINESS OPERATIONS

The fiscal year 2023-24 was a period of relative stability. During the year under review, our Company achieved a profit of Rs. 110.20 Lacs before tax as against profit Rs. 222.77 Lacs in the preceding financial year. Your company hopes to increase its presence in the business in the Coming years, which may increase the top line and also its stability.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consist of Four (4) Directors and One (1) CFO.

Mr. Chaitanya Chaudhry (Executive Director cum CEO), Ms. Vaishali Chaudhry (Non-Executive Director), Mr. Anil Kumar Sharma (Non Executive and Independent Director) and Mr. Rajeev Kumar Singhal (Non- Executive Director and Independent Director) and Mr. Niraj Chaudhry (CFO) as on end of the Financial Year.

Mr. Chaitanya Chaudhry (DIN:06813394) who retires by rotation at this meeting, and being eligible, offers himself for re-appointment, be and is hereby appointed as a director of the Company liable to retires by rotation.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

No significant and material orders were passed by any Regulator(s) or Court(s) or Tribunal(s) which would impact the going concern status of the company.

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 commitment affecting the financial position of the company have occurred between the end of the financial year to which this financial statements relate and the date of this report.

RELATED PARTY TRNSACTIONS

All the related party transactions that were entered into during the financial year were in the ordinary course of Company's business and on arm's length basis. There are no materially significant related party transactions made by the Company with the Promoters, Key Management Personnel or other designated persons which may have potential conflict with the interest of the Company at large. However the related party transactions are given in Annexure-A.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms part of this Annual Report in compliances with Regulation 34 of SEBI (LODR) Regulations, 2015 and is annexed marked as Annexure 'B'.

ANNUAL RETURN

The extract of the Annual Return in Form No. MGT-9 as per Section 92 of the Companies Act 2013 is annexed as Annexure 'C'

SUBSIDIARIES. TOINT VENTURE AND ASSOCIATE COMPANY

During the year under review, the Company has no Subsidiary/Joint Venture/ Associate Company

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES. ASSOCIATES AND TOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

The Company has no subsidiaries, associates and joint venture companies so this point is not applicable on the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

Auditors have not reported any frauds during the year under review.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure 'D' to this Report.

BOARD MEETINGS OF THE COMPANY

The Board met 04 times during the financial year. During the 12 months period ended 31st March, 2024. Board Meetings were held on 10.04.2024, 26.05.2023, 27.06.2024, 06.09.2024, 11.08.2023, 10.11.2023, 09.02.2024.

Details of attendance of each Director at various meetings of the Company is as follows:

COMMITTEES OF THE BOARD

Following are the three committees constituted by the Board:

1. Audit Committee.

2. Shareholders Relationship Committee and.

3. Nomination & Remuneration Committee.

1. Audit Committee

The Audit Committee of Company comprising of Mr. Anil Kumar Sharma (Non-Executive & Independent Director), Mr. Rajeev Kumar Singhal (Non-Executive & Independent Director) and Ms. Vaishali Chaudhry (Non-Executive Director). The constituted Audit Committee also meets the requirements under Section 177 of the Companies Act, 2013.

The Chairman of the Committee is Mr. Anil Kumar Sharma, a Non-Executive & Independent Director nominated by the Board.

The terms of reference of the Audit Committee, interalia, include overseeing financial reporting process, reviewing the financial statements and recommending appointment of Auditors.

During the year under review, the Committee met Four times on 26.05.2023, 11.08.2023, 10.11.2023 and 09.02.2024.

The Composition of Audit Committee is as follows:

2. Nomination and Remuneration Committee

The Nomination and Remuneration of Company comprising of Mr. Anil Kumar Sharma (NonExecutive & Independent Director), Mr. Rajeev Kumar Singhal (Non-Executive & Independent Director) and Ms. Vaishali Chaudhry (Non-Executive Director).

The Chairman of the Committee is Mr. Anil Kumar Sharma, a Non-Executive & Independent Director nominated by the Board.

The Composition of Nomination and Remuneration Committee is as follows:

The Committee's scope of work includes identifying the persons who are qualified to become directors and who may be appointed in senior management and recommend to the Board their appointment and removal and carry out evaluation of every director's performance, deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation.

The Committee has formulated a Nomination and Remuneration Policy relating to the appointment and remuneration for the directors, key managerial personnel and other employees. The nomination and remuneration policy is annexed marked Annexure 'E'.

3. Stakeholders Relationship Committee(SRC):

The Stakeholders Relationship Committee of Company comprising of Mr. Anil Kumar Sharma (NonExecutive & Independent Director), Mr. Rajeev Kumar Singhal (Non-Executive & Independent Director) and Ms. Vaishali Chaudhry (Non-Executive Director).

The Chairman of the Committee is Mr. Anil Kumar Sharma, a Non-Executive & Independent Director nominated by the Board.

The Committee inter alia approves issue of duplicate share certificates and oversees and reviews all matters connected with the securities transfer. The Committee also looks into redressal of shareholders complaints like transfer/transmission of shares, non- receipt of Annual Report, non receipt of declared dividends, etc. During the year, nil complaints were received from investors in respect of share transfers.

During the year under review, the Committee met one time on 21.01.2024.

OVERALL REMUNERATION

Details of all elements of remuneration paid to all the Directors are given in the Corporate Governance Report. Details of remuneration as required under Section 197(12) of Companies Act 2013 read with Rule V of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in this report.

CORPORATE GOVERNACE

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Compliance with the Corporate Governance provisions shall not apply in respect of the listed entity having paid up Equity Share Capital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five Crores as on the last day of the previous financial year. However, as a good governance practice, the certificate on Corporate Governance is annexed and form part of this report as Annexure 'F'.

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

BOARDS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

While selecting Directors, the Company looks for an appropriate balance of skills, experience, independence and knowledge to enable them discharge their respective duties and responsibilities effectively. The Company has laid down a clear Policy on remuneration of Directors, Key Managerial Personnel and other employees.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

APPOINTMENT OF COMPANY SECRETARY

The Company has already appointed Mr. Shadman Khan, an Associate Member of the Institute of Company Secretaries of India, as Company Secretary of the Company to hold the office w.e.f. 09th February, 2023.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a vigil mechanism policy. This policy is has been uploaded on the website of the Company- www.nirajispat.in.

PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case was reported during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3(c) of the Companies Act, 2013, with respect to Directors Responsibility statement, it is hereby confirmed that:-

(i) In the preparation of the Annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts for the financial year ended 31st March, 2024 on a going concern basis.

(v) The Director had laid down internal financial controls to be followed by company and that internal financial controls are adequate and operating effectively.

(vi) The Director had devised proper system to ensure compliance with provision of all applicable laws and such is adequate and operating effectively.

AUDITORS

i. Statutory Auditors

M/s Sanjeev Anand & Associates, Chartered Accountants, the Statutory Auditors of the Company hold the office from the conclusion of the 37th Annual General Meeting until the conclusion of the 42nd Annual General Meeting at such remuneration as may mutually be agreed upon between the auditors and the Board of Directors of the Company

The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139(2) of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 139 (1) of the said Act.

ii. Secretarial Auditor

The secretarial audit of the Company has been conducted by M/s. V Kumar and Associates, Company Secretaries (COP No.:10438, FCS: 8976) and their report on the secretarial audit for the year under review is annexed hereto is attached as ANNEXURE 'G'.

AUDITORS REPORT

All Observations made in the Independent Auditors' Report and Notes forming part of the Financial Statements are self-explanatory and no qualifications, reservations or adverse remarks have been made by the Statutory Auditors in the said Report.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report does not contain any reservation, qualification or adverse remark . PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations andDR) Regulations 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholders Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOAN. GUARANTEES AND INVESTMENT MADE UNDER 186 OF THE COMPANIES ACT.2013

The Company has given Loan or Guarantee or made Investment under Section 186 as per the limits specified under Sec 186(2) of the Companies Act 2013.

SHARE CAPITAL

A. Increase in Authorised Share Capital and Preferential Allotment of Shares

During the year under review, there is no change in Authorised Capital of the Company.

B. Issue of equity shares with differential rights

Company has not issued any equity shares with differential rights so no disclosure is required as per rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014

C. Issue of sweat equity shares

Company has not issued sweat equity shares, so no disclosure is required as per rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

D. Issue of employee stock options

Company has not issued employee stock options, so no disclosure is required as per rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

E. Provision of money by Company for purchase of its own share by employees or by trustee for the benefit of employees

The Company has not made any provision for purchase of its own share by employees or by trustee for the benefit of employees so no disclosure is required as per rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

DETAILS IN RESPECT OF ADEQUACY OF INTERIAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The Company has adequate internal financial control system commensurate with the size of the Company and the nature of its business with regards to purchase of Fixed Assets. The activities of the Company do not involve purchase of inventories and sale of goods and services.

For the purposes of effective internal financial control, the Company has adopted various procedures 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.

To ensure adequacy of internal financial controls, the procedures adopted by the Company are based on the following parameters:

(a) Familiarity with Policies and Procedures - the related policies and procedures and the changes there to ,if any ,are communicated to the employees at the time of joining and it is ensured that such person understands the policies or procedures correctly.

(b) Accountability of Transactions - There is a proper delegation of authorities and responsibilities so as to ensure accountability of any transaction.

(c) Accuracy & Completeness of Financial Statements/ Reports - For accuracy and completeness of information, reconciliation procedure and multiple checking at different level have been adopted. To avoid human error, computer software is extensively used.

(d) Retention and Filing of Base Documents - All the source documents are properly filed and stored in a safe manner. Further, important documents, depending upon their significance are also digitized.

(e) Segregation of Duties - It is ensured that no person handles all the aspects of a transaction. To avoid any conflict of interest and to ensure propriety, the duties have been distributed at different levels.

(f) Timeliness - It is also ensured that all the transactions are recorded and reported in a timely manner.

The procedures are also reviewed by the Statutory Auditors and the Directors of the Company from time to time. There has also been proper reporting mechanism implemented in the organization for reporting any deviation from the procedures.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend declared and paid in past years, the provisions of Section 125 of the Companies Act, 2013, do not apply.

SEGMENT

The Company is engaged in the business of manufacturing of Polyester Buttons which are governed by the same set of risks and returns and as such are in the same segment.

RISK MANAGEMENT POLICY

Company has implemented proper risk management policy including identification therein of element of risk.

ACKNOWLEDGEMENT

Your Directors wish to place on record and acknowledge their appreciation for the continued support and co- operation received from Government agencies and the shareholders. Your Directors also record their appreciation for the total dedication of employees at all levels.