msp steel & power ltd share price Directors report


Dear Members,

The Board of Directors of the Company is pleased to present the Fifty-Fourth integrated Annual Report and Financial Statements of the Company, for the Financial Year ended 31st March, 2023.

CORPORATE OVERVIEW

Since its incorporation in 1968, your Company has transfigured from a single product manufacturing unit to an integrated steel plant with state of art facilities, an excellent workforce, technology driven processes and a product portfolio to cater to the needs of the varied Customers.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Key highlights of financial performance of your Company for the financial year 2022-23 are provided below: (Rs. in Lakhs)

Standalone

Consolidated

Particulars

F.Y. 22-23

F.Y. 21-22

F.Y. 22-23

F.Y. 21-22

Revenue from Operations 2,55,039.96 2,33,957.86 2,55,039.96 2,33,957.86
Other Income 1,157.47 339.42 1,161.28 339.59
Total Income (A) 2,56,197.43 2,34,297.28 2,56,201.24 2,34,297.45
Profit/(Loss) Before Tax (6,028.27) 3,816.29 (5,717.95) 2,990.01
Provision For Taxation - - - -
Deferred Tax (658.65) 421.09 (658.22) 421.59
Net Profit/(Loss) (5,369.62) 3,395.20 (5,059.73) 2,568.42
Other Comprehensive Income/(Loss)(net of tax) 226.24 62.43 216.73 62.43
Total Comprehensive Income (5,143.38) 3,457.63 (4,842.99) 2,630.85

PERFORMANCE 2022-2023

The standalone gross revenue from operation stood at Rs. 2,55,039.96 Lakhs in the financial year 2022-2023 as compared to Rs. 2,33,957.86 Lakhs in the previous Financial Year F.Y. 2021-2022.

The Management has taken initiative for improving the performance of the Company resulting from optimization of the cost, to focus on yields and productivity.

The financial performance of the subsidiary company, associate company and Joint venture are included in the consolidated financial statement of the Company.

The company reported consolidated revenue from operation of Rs. 2,55,039.96 Lakhs in the financial year 2022-2023 as compared to Rs. 2,33,957.86 Lakhs in the previous financial year 2021-2022.

2. DIVIDEND

For the financial year under review, your Company have not recommended any dividend at the ensuing Annual General Meeting (AGM) for the year ended 31st March, 2023 to utilize the surplus for future growth of the Company.

Dividend Distribution Policy:

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Dividend Distribution Policy which is accessible at the Companys website at https://www.mspsteel.com/images/corporate-policies/dividend-distribution-policy.pdf

3. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the year there has been no transfer of unclaimed dividend and shares to investor education and protection fund.

4. TRANSFER TO RESERVES

For the financial year under review, your Company has proposed not to transfer any amount to the General Reserves.

5. SHARE CAPITAL

During the Financial Year 2022-2023, there was no change in the Authorized Share Capital and Paid-up Share Capital of the Company. The equity shares of the Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").

6. OPTIONALLY CONVERTIBLE DEBENTURES (OCD)

The aggregate outstanding amount of Optionally Convertible Debentures ("OCD") of the Company as on 31st March 2023 is. Rs. 451.97 consisting of 45,19,70,554 OCDs of face value of Rs.10/- each.

During the year under review the Company has not issued any OCDs.

7. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

In line with Section 129(3) of the Act read with Companies (Accounts) Rules, 2014, the Listing Regulations and in accordance with Indian Accounting Standards, Consolidated Financial Statements (CFS) prepared by your Company includes financial information of the Subsidiary and Associate Companies and their contribution to the overall performance of your Company during the year under reviews. The statement containing the salient features of our subsidiaries in the prescribed form AOC-1 is appended as Annexure-1 to the Directors Report and forms part of this report. The Statement provides the detailed performance of the Subsidiaries including associate company and a Joint venture.

The Company has 2 Subsidiaries, 1 Joint Venture Company as on 31st March, 2023

? ?MSP Cement Limited is a wholly owned subsidiary of the Company having its Registered Office at Banglapara North Chakradhar Nagar Raigarh- 496001 was incorporated on 2nd June, 2008 for manufacturing and sale of cement and clinker products.

? ?Prateek Mines & Minerals Private Limited is a subsidiary of the Company having its Registered office at 16/S, Block-A New Alipore, Kolkata - 700053, was incorporated on 19th December, 2006 for producing and dealing in all types of Minerals and their bye- products.

? ?Madanpur South Coal Company Limited was incorporated on 23rd May, 2006, having its registered Office at Raipur, Chhattisgarh was formed by the Venture partners MSP Steel & Power Limited, Hindustan Zinc Ltd.,

Akshay Investment Pvt. Ltd., Chhattisgarh Steel & Power Limited and Chhattisgarh Electricity Company Ltd with respect to obtain mining rights in respect of the Coal Blocks of Madanpur and use coal for its captive requirements.

During the year under review an associate company of the your Company namely "AA ESS Tradelinks Pvt Ltd" have ceased to be an associate post its merger with M.A. Hire Purchase Private Limited w.e.f.18th July, 2022 Your Company has formulated a policy for determining ‘Material Subsidiary, in terms of the Regulation 16(c) of the Listing Regulations. The said policy is also available at the Companys website https://www.mspsteel.com/ images/corporate-policies/POLICY-FOR-DETERMINING-MATERIALITY-OF-EVENTS.pdf In accordance with Section 136 of the Act, the audited financial statements, including the CFS and related information of the Company and separate financial statements of each of the subsidiary companies kept open for inspection by the shareholders at the registered office of the Company during business hours on all days except on Saturday, Sunday or on public holidays upto the date of Annual General Meeting. The Audited Financial Statement including standalone and consolidated and all other documents received to be attached thereto and Financial Statement of each of Subsidiaries have been uploaded on the website of your Company at https://www.mspsteel. com/investors/financials/financials-of-the-subsidiary-companies

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

9. PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits falling under the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 framed thereunder.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to financial statements forming part of the Annual Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section and forms an integral part of the Annual Report.

12. CORPORATE GOVERNANCE

Your Company re-afirms its commitment to the standards of corporate governance. This Annual Report carries a Section on Corporate Governance and benchmarks your Company with the relevant provisions of the Listing Regulations. The requisite Certificates by a Secretarial Auditor confirming compliance with the Corporate Governance is attached with the report on Corporate Governance.

13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Company accordingly does not falls under the top 1000 listed companies based on the market capitalization as on 31st March, 2023. Therefore, the BRSR as stipulated under the Regulation 34(2) (f) of the Listing Regulations is not applicable to the Company for the financial year 2022-2023.

14. ANNUAL RETURN

The draft Annual Return (e-form MGT-7) for the financial year ended 31st March, 2023 is placed on the website of the Company i.e., https://www.mspsteel.com/investors/annual-report-and-returns/annual-returns pursuant to section 92 and 132(3) (a) of the Act read with Companies (Management and Administration) Rules, 2014 and any amendment thereon.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL

Board of Directors

Your Companys Board is duly constituted and in compliance with the requirements of the Act, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom, expertise and experience commensurate to the scale of operations of your Company.

i) Composition of the Board of Directors:-

The Board of Directors comprised of 8 Directors, of which 1 is Executive Director, 3 are Non-Executive Directors and 4 are Independent Director including a Women Director. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act. Detail note on the composition of Board including its term of reference is provided in the Corporate Governance Report.

ii) Change in Directorate:-

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Suresh Kumar Agrawal (DIN: 00587623) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

Appointment and Cessation

During the year under review, Mr. Dhananjay Uchit Singh (DIN: 01018678) demitted from the position of Executive Director and as a Key Managerial Personnel ("KMP") of the Company effective from the end of business hours on 10th January 2023. The Board placed on record its appreciation for the valuable contribution made by Mr. Dhananjay Uchit Singh during his association with the Company.

Mr. Pradip Kumar Dey (DIN:00587842) was appointed as Non- Executive Director of the Company, liable to retire by rotation, subject to the provisions of Articles of Association of the Company and based on the recommendation of Nomination & Remuneration Committee, and approval of the Board on 10th January, 2023 and of the Members (through postal ballot) on 4th April, 2023.

Details of the Appointment and cessation is updated on the website of the Company at https://www. mspsteel.com/investors/company-updates. iii) Key Managerial Personnel in the Board

Following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with Rules framed thereunder:

1. Mr. Saket Agrawal – Managing Director

2. Mr. Dhananjay Uchit Singh – Executive Director*

3. Mr. Kamal Kumar Jain – Chief Financial Officer

4. Ms. Shreya Kar – Company Secretary & Compliance Officer

*Mr. Dhananjay Uchit Singh (DIN: 01018678) has resigned from the board dated 10th January, 2023.

Independent Directors

Following persons are designated as Independent Directors of the Company pursuant to The Act and Regulation 25 of the Listing Regulations: i. Mr. Prateek Bansal ii. Mr. Navneet Jagatramka iii. Mrs. Suneeta Mohanty iv. Mr. Ashok Kumar Soin

Declaration

The Company has inter alia, received the following declarations from all Independent Directors in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1) (b) of the Listing Regulations, and that they are not aware of any circumstances or situation, which may exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence, after undertaking due assessment of veracity of the same.

? ?they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder and Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company; ? ?they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and ? ?they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report.

None of the Directors on the Board of your Company are disqualified for being appointed as a Director as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014 or applicable regulations of the Listing Regulations.

Committees of the Board

The Board of Directors of your Company had constituted four committees as mentioned here under for best Corporate Governance Practices and in compliance with the provisions of the Act and the Listing Regulations comprising of:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee

The Board meets once every quarter. Additional meetings of the Board/Committees are convened as may be necessary for the proper management of the business operations of the Company. The details of the change in composition of the Committees, its term of reference and number of meetings held and attendance in the meetings during the financial year 2022-2023, have been disclosed separately in the Corporate Governance Report.

iv) Meetings of the Board of Directors & Independent Directors

During the year under review, 11 meetings of the Board of Directors were held. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2022-23 are given in the Corporate Governance Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the Listing Regulations.

Meeting of Independent Director

The Independent Directors of the Company should meet at least once during the year pursuant to requirements of Schedule IV of the Act and Regulation 25 of the Listing Regulations. A meeting was scheduled on 14th February, 2023, without the attendance of non-independent directors and members of the management, interalia, to: a. Review the performance of non-independent directors and the Board of Directors as a whole; b. Review the performance of the Chairperson of the Company, taking into account the views of Executive Director and Non- Executive Directors; c. assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties; d. report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethical policy, if any; and e. ascertain and ensure that the Company has an adequate and functional vigil mechanism.

16. FAMILARISATION PROGRAMME OF INDEPENDENT DIRECTORS

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the training and familiarisation programme are provided in the Corporate Governance Report and is also available on the website of the Company at https:// www.mspsteel.com/about-us/corporate-policies

17. BOARD EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including independent directors) which includes criteria for performance evaluation of Non-executive Directors and Executive Directors. In accordance with the manner of evaluation specified by the NRC, the Board carried out annual performance evaluation of the Board its Committees and Individual Directors. The independent directors carried out annual performance evaluation of the Chairman, the non-independent directors and the Board as a whole. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Committees. A consolidated report on performance evaluation was shared with the Chairman of the Board for his review and giving feedback to each Director.

18. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and the disclosures relating to remuneration and other details, is annexed as Annexure – 3 to this report.

19. NOMINATION & REMUNERATION POLICY

In terms of Section 178(3) of the Act and Regulation 19 of the Listing Regulations, your Company has in place a Nomination & Remuneration Policy which broadly lays down the guiding principles, procedures and basis for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel, including criteria for determining qualification, positive attributes, independence of a Director and payment of Remuneration to Directors, Key Managerial Personnel, Senior Management Personnel and other Employees. The Nomination and remuneration policy has been revised by the Board during the year under review to ensure its continued relevance and to align it with changes in applicable law and regulations. The detail of the policy have been included in the Report of Corporate Governance, forming part of the Annual Report and also the same has been uploaded on your Companys website at the link https://www.mspsteel.com/about-us/corporate-policies

20. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") of the Companies Act, 2013. The details of the composition of the Committee, scope and functions are listed in the Corporate Governance Report annexed to this Boards Report.

The objective of the Companys Corporate Social Responsibility (‘CSR) initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Companys CSR policy provides guidelines to conduct CSR activities of the Company. The salient features of the Policy forms part of the Annual Report set out in Aneexure-2 annexed to the Boards Report. The CSR policy is available on the website of the Company at https://www.mspsteel.com/images/corporate-policies/corporate-social-responsibility-policy.pdf The CSR Committee confirms that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives of the Company.

In view of the losses incurred by the Company during the previous financial years, the Company has no obligation for spending CSR during the FY 2022-23. However for decades, the Company has pioneered various CSR initiatives. The Company continues to address societal challenges through societal development programs and remains focused on improving the quality of life. The Company have spent Rs. 222.81 Lakhs towards multiple initiativesates undertaken in the domains of (a) education, (b) financial literacy, (c) empowerment of women, (d) agriculture & livelihood, (e) eradication of poverty. The Company undertakes to make a positive contribution especially to the underprivileged communities by supporting a wide range of socio-economic, educational and health initiatives. The Companys CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2023, in accordance with the Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules").

21. RISK MANAGEMENT

Risk management is integral to your Companys strategy and for the achievement of our long-term goals. The success of an organization depends on the ability to identify and leverage the opportunities while managing the risks. With the continuation of the COVID 19 pandemic, the challenges of uncertain lockdowns, unlock phases, health hazards and supply chain disruptions across the globe continues to impact the business. These challenges have brought a mix of opportunities and uncertainties impacting the Companys objectives. Risk management, which aims at managing the impact of these uncertainties, is an integral part of the Companys strategy setting and decision making process. The Company regularly identifies uncertainties and after assessing them, devises short-term and long-term actions to mitigate any risk which could materially impact your Companys long term goals. This process of identifying and assessing the risks is a two-way process with inputs being taken from employees across the organisation. The Board of Director of your Company aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification and management in compliance with the provisions of the Act and the Listing Regulations. In concern to the same the Board of Directors of your Company has approved and adopted a revised Risk Management Policy of your Company. The said policy is available on your Companys website at the link: https://www.mspsteel.com/about-us/corporate-policies

22. VIGIL MECHANISM/WHISTLE BLOWER

The Company promotes ethical behaviour in all its business activities and in line with the best governance practices. The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. No Complaint was received during the year or was pending at the end of the year and no person was denied access to the Audit Committee. The Policy was revised by the Board during the year under review to build and strengthen a culture of transparency and trust. The details of the Whistle Blower Policy are provided in the Corporate Governance Report and is also available at on the website of the Company at the web-link: https://www.mspsteel.com/about-us/corporate-policies.

23. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates and it has zero tolerance towards sexual harassment at the workplace. The Company is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity.

No complaint is received during the year under review in relation to Sexual Harassment of Women at Workplace [Prevention, Protection and Redressal Act, 2013].

24. RELATED PARTY TRANSACTIONS

All transactions with related parties were reviewed and approved by the Audit Committee and were in accordance with the Policy on dealing with and materiality of related party transactions and the related party framework, formulated and adopted by the Company.

The Companys Policy on dealing with and materiality of related party transactions is available on the website of the Company at http://mspsteel.com/about-us/corporate-policies

During the year under review, all related party transactions entered into by the Company, were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. Since all related party transactions entered into by the Company were in the Ordinary course of business and were on arms length basis, Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Report 2022-2023 The disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. The said disclosures can be accessed on the website of the Company at https://www.mspsteel.com/investors/stock-exchange-compliances/related-party-transaction

25. DIRECTORS RESPONSIBILITY STATEMENT Your Directors state that: a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the losses incurred by the Company of the Company for the year ended on that date; c) the Directors 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; d) the Directors have prepared the annual accounts on a going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

26. SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2), issued by Institute of Company Secretaries of India.

27. LISTING ON STOCK EXCHANGES

The Companys shares are listed on Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The relevant information as required under sub-section (3)(m) of Section 134 the Act read with Companies (Accounts) Rules, 2014 are given in Annexure-4 to the Boards Report.

29. AUDITORS & AUDITORS REPORT

Statutory Auditors

M/s S K Agrawal & Co Chartered Accountants LLP (Firm Registration No. 306033E/E300272) Chartered Accountants, were appointed as Statutory Auditors of the Company, for a term of 2 (two) consecutive years, at the Annual General Meeting (AGM) held on September 27, 2022 till the conclusion of AGM of the Company to be held for the Financial Year 2023-24. The Statutory Auditors Report forms part of the Annual Report as an integral part, it does not contain any qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review to report to the Audit Committee and/ or Board under Section 143(12) of Act and Rules framed thereunder.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed M/s. Bajaj Todi & Associates, Practicing Company Secretaries, (Membership Number ACS: 13216 COP: 3502) to undertake the Secretarial Audit of the Company for the FY 2022-2023, based on consent received from M/s. Bajaj Todi & Associates. The Secretarial Audit Report for the financial year 2022-2023, is set out in Annexure – 5 to this Report.

The Report does not contain any qualification, reservation or adverse remarks. Cost Auditor

The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act. Mr. Sambhu Banerjee, Cost Auditor (Membership No. 9780), have carried out the cost audit for applicable products during the financial year 2022-23.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, have appointed Mr. Sambhu Banerjee, Cost Auditor (Membership No. 9780), as the Cost Auditors of the Company to conduct the audit of cost records of products for the financial year 2023-24. Mr. Sambhu Banerjee, being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2023-24. As required under the Act, a resolution seeking members approval for the rati_cation of remuneration payable to Mr. Sambhu Banerjee, Cost Auditor forms part of the Notice convening the 54th Annual General Meeting for their rati_cation.

The Cost Audit Report for the financial year 2022-2023 does not contain any qualification, reservation, or adverse remark.

30. REPORTING OF FRAUD

The Auditors of the company have not reported any fraud as specified under Section 143(12) of the Act. Further, no case of Fraud has been reported to the Management from any other sources.

31. INTERNAL FINANCIAL CONTROL AND INTERNAL AUDIT SYSTEM AND COMPLIANCE

The Company has adopted and implemented robust policies and procedures for ensuring the orderly and efficient conduct of its business. MSP has constituted a web based legal Compliance Management System to comply with applicable laws, prevention and detection of fraud, maintain accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Company has documented its internal financial controls considering the essential components of various critical processes, both physical and operational. This includes its design, implementation and maintenance along with periodic internal review of operational effectiveness and sustenance, and whether these are commensurate with the nature of its business.

32. SIGNIFICANT AND MATERIAL ORDERS

There are no such significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of the companys operation in future.

33. INVESTOR SERVICES

The Company and its Registrar M/S KFin Technologies Limited (KFintech) is looking after the physical as well as demat work and also shareholders correspondence in terms of SEBI direction for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

34. LISTING FEES

The listing fees payable for the financial year 2022-2023 have been paid to Bombay Stock Exchange(BSE) and National Stock Exchange of India Limited (NSE) within due date.

35. AWARDS AND RECOGNITIONS

During the year under review, your Company was recognized in various ways/by various institutions and some of the awards presented to the Company are listed below:

1. Awarded "MOST TRUSTED BRAND OF INDIA" 3RD edition presented by Marksmen Daily.

2. Recognized "TOP MOST HR LEADERS (The Eastern India)" on 8TH September, 2022 presented by EIILM, Kolkata.

3. Awarded "EXCELLENT INTEGREATED QUALITY CONCEPT- the gate way to Global Leadership" on 30th December, 2022 presented by Quality Circle Forum of India.

36. OTHER DISCLOSURES/REPORTING i) None of the Directors of the Company have resigned during the year under review. ii) There are no change in the nature of business of the Company during the year under review. iii) The Managing Director of the Company has not received any remuneration or commission from any of the subsidiary companies. Further the Company doesnt have any Holding Company. iv) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise. v) The Company has not issued any sweat equity shares to its directors or employees.

vi) There was no revision of financial statements and Boards Report of the Company during the year under review. vii) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable. viii) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable. ix) The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company; x) The Companys securities were not suspended during the year under review;

37. ANNEXURES FORMING PART OF THIS REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form part of this Report:

Annexure Particulars
1 FORM AOC-1
2 Corporate Social Responsibility for the F.Y. 2022-2023
3 Statement of Disclosures on Remuneration of Directors and Employees of the Company
4 Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
5 Secretarial Audit Report

38. CAUTIONARY STATEMENT

Statement in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectation and forecast may be "forward looking Statements" within the meaning of applicable securities laws and Regulations. Actual result may differ materially from those expressed in the statement. Important factors that may influence that companys operational include global and domestic demand and supply conditions & selling prices of finished goods, input availability and prices, changes in government regulating tax laws, economic developments within the country and other parts.

39. ACKNOWLEDGEMENTS

Your Board of Directors places its gratitude and appreciation for the support and co-operation from its members and other regulators, Customers, Dealers, Agents, Suppliers, Investors, Banks/Financial Institutions for their continued support and faith reposed in the Company during the year. Your Board is deeply grateful to our investors and stakeholders for the confidence and faith that has always been reposed in us.

The Directors place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.