Rathi Steel & Power Ltd Management Discussions

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Jul 25, 2024|09:09:00 AM

Rathi Steel & Power Ltd Share Price Management Discussions

The global iron and steel market size was valued at USD 1,538.72 billion in 2021 and is expected to expand at a compound annual growth rate (CAGR) of 5.1% from 2022 to 2030. The market is anticipated to be driven by rising investments in the residential construction sector. The development of smart city projects across the globe is projected to remain a key factor in driving the aforementioned trend. According to the National Bureau of Statistics of China, in 2021, Chinas investment in residential construction was valued at USD 1747.2 million i.e., a 6.4% increase compared to the previous year. Moreover, the country has the worlds largest buildings market, accounting for 20.0% of global construction investments. Furthermore, according to the 14th Five- Year Plan (2021-2025), the country is planning to increase its urbanization rate to 65.0% by 2025 as compared to 64.7% in 2021.

Rising automotive production, investments in construction, and infrastructure development are expected to propel market growth over the forecast period. According to the Federal Reserve, motor vehicles and parts production in the U.S. rose to 7.8% in March 2022 from 4.6% in February 2022. In March 2022, the total assemblies of light trucks and cars reached around 9.5 million vehicles from 8.3 million in February 2022.

Application Insights

The building and construction segment held the largest revenue share of more than 45.0% in 2021 and the trend is expected to continue over the forecast period. Rising investments in construction activities are expected to boost the demand for steel over the forecast period. For instance, in April 2022, Alliance Group, a leading real estate developer, announced to invest USD 1,125.8 million for its construction projects in Hyderabad, Chennai, and Bengaluru, India.

According to the American Iron and Steel Association, steel constitutes about 54% of an average vehicle. It is used for manufacturing vanous automotive parts such as door panels, chassis, frames, and support beams. Although aluminum is replacing steel due to its lightweight property, it is still preferred in automotive parts manufacturing owing to its durability, strength, and ability to be continuously recycled.

To reduce the dependency on aluminum, steel manufacturers are now investing in the production of advanced high-strength steel products, which enable car manufacturers to reduce vehicle weight by 35-40%. For instance, one of the largest steel manufacturers in the world, ArcelorMittal, has developed various advanced high-strength steel products such as Fortiform, Ductibor 1000, and Usibor 2000 to respond to the sudden shift toward lightweight automotive parts.

Steel is widely used in vanous heavy industries such as shipbuilding, defense products manufacturing, and oil and gas. Rising investments in these industries are expected to fuel market growth over the forecast period. For instance, in February 2022, the German government decided to invest USD 112.0 billion in military equipment manufacturing and is planning to allocate over 2% of the countrys economic output to the defense sector annually.

Iron & Steel Industry in India

Indias steel consumption is expected to grow by 7.5% in FY24, while the demand of steel is expected to be 128.9 MI

One of the primary forces behind industrialization has been the use of metals. Steel has traditionally occupied a top spot among metals. Steel production and consumption are frequently seen as measures of a countrys economic development because it is both a raw material and an intermediary product. Therefore, it would not be an exaggeration to argue that the steel sector has always been at the forefront of industrial progress and that it is the foundation of any economy. The Indian steel industry is classified into three categories - major producers, main producers and secondary producers.

As of December 2022, India was the worlds second-largest producer of crude steel. In FY22, the production of crude steel and finished steel stood at 133.596 MT and 120.01 MT, respectively. In Apnl-November 2022, the production of crude steel and finished steel stood at 81.96 MT and 78.09 MT respectively. The growth in the Indian steel sector has been driven by the domestic availability of raw materials such as iron ore and cost-effective labour. Consequently, the steel sector has been a major contributor to Indias manufacturing output.

The Indian steel industry is modern, with state-of-the-art steel mills. It has always strived for continuous modernisation of older plants and up-gradation to higher energy efficiency levels.

MARKET SIZE

In the past 10-12 years, Indias steel sector has expanded significantly. Production has increased by 75% since 2008, while domestic steel demand has increased by almost 80%. The capacity for producing steel has grown concurrently, and the rise has been largely organic.

In FY22, the production of crude steel and finished steel stood at 133.596 MT and 120.01 MT, respectively. The consumption of finished steel stood at 105.751 MT in FY22. Between April-December 2022, Indias finished steel consumption stood at 75.34 MT. In April-July 2022, the production of crude steel and finished steel stood at 40.95 MT and 38.55 MT respectively.

In FY23 (until January 2023), the exports of finished steel stood at 5.33 MT, while the imports stood at 5 MT. In FY22, exports and imports of finished steel stood at 13.49 MT and 4.67 MT, respectively. In FY22, Indias export rose by 25.1% YoY, compared with 2021. In FY21, India exported 9.49 MT of finished steel. In December 2022 exports of finished steel stood at 4.42 lakh tonnes.

The annual production of steel is anticipated to exceed 300 million tonnes by 2030-2031. By 2030-31, crude steel production is projected to reach 255 million tonnes at 85% capacity utilisation achieving 230 million tonnes of finished steel production, assuming a 10% yield loss or a 90% conversion ratio for the conversion of raw steel to finished steel. With net exports of 24 million tonnes, consumption is expected to reach 206 million tonnes by the years 2030-1931. As a result, it is anticipated that per-person steel consumption will grow to 160 kg.

INVESTMENTS

The steel industry and its associated mining and metallurgy sectors have seen major investments and developments in the recent past.

According to the data released by the Department for Promotion of Industry and Internal Trade (DPIIT), between April 2000- December 2022, Indian metallurgical industries attracted FDI inflows of US$ 17.22 billion.

In FY22, demand for steel was expected to increase by 17% to 110 million tonnes, driven by rising construction activities. Some of the major investments in the Indian steel industry are as follows:

• 67 applications from 30 companies have been selected under the Production Linked Incentive (PLI) Scheme for Specialty Steel. This will attract committed investment of Rs. 42,500 crore (USS 5.19 billion) with a downstream capacity addition of 26 million tonnes and employment generation potential of 70,000.

• In September 2022, Steel Authority of India Limited (SAIL), a Maharatna PSU, supplied 30,000 tonnes of the entire DMR grade specialty steel for the nations first indigenously built Aircraft Carrier INS Vikrant.

• In August 2022, Tata Steel signed an MoU with Punjab Government to set up a steel scrap based electric arc furnace steel plant.

• In May 2022, Tata Steel announced a CAPEX of Rs. 12,000 crore (US$ 1.50 billion).

• In October 2021, Tata Steel was planning to set up more scrap-based facilities that will have a capacity of at least a billion tonnes by 2025.

• In October 2021, JSW Steel invested Rs. 150 billion (US$ 19.9 million) to build a steel plant in Jammu and Kashmir and boost manufacturing in the region.

• In October 2021, ArcelorMittal and Nippon Steel Corp.s joint venture steel firm in India, announced a plan to expand its operations in the country by investing —Rs. 1 trillion ( IJSS 13.34 billion) over 10 years.

• In August 2021, Tata Steel announced to invest Rs. 8,000 crore (US$ 1.08 billion) in capital expenditure to develop operations in India in FY22.

• In August 2021, ArcelorMittal announced to invest Rs. 1 lakh crore (US$ 13.48 billion) in Gujarat for capacity expansion.

• In August 2021, Tata Steel announced to invest Rs. 3,000 crore (US$ 404.46 million) in Jharkhand to expand capacities over the next three years.

• In August 2021, Jindal Steel & Power Ltd. announced plans to invest 1 JSS 2.4 billion to increase capacity over the next six years to meet the rising demand from customers.

• In the next three years from June 2021, JSW Steel is planning to invest Rs. 47,457 crore (USS 6.36 billion) to increase Vijayanagars steel plant capacity by 5 MTPA and establish a mining infrastructure in Odisha.

GO VERNMENT INITIATIVES

Some of the other recent Government initiatives in this sector are as follows:

• In October 2021, the government announced guidelines for the approved specialty steel production-linked incentive (PLI) scheme.

• In October 2021, India and Russia signed an MoU to carry out R&D in the steel sector and produce coking coal (used in steel making).

• In July 2021, the Union Cabinet approved the production-linked incentive (PLI) scheme for specialty steel. The scheme is expected to attract investment worth Rs. 400 billion (US$ 5.37 billion) and expand specialty steel capacity by 25 million tonnes (MT), to 42 MT in FY27, from 18 MT in FY21.

• In June 2021, Minister of Steel & Petroleum & Natural Gas, Mr. Dharmendra Pradhan addressed the webinar on Making Eastern India a manufacturing hub with respect to metallurgical industries, organised by the Indian Institute of Metals. In 2020, Mission Purvodaya was launched to accelerate the development of the eastern states of India (Odisha, Jharkhand, Chhattisgarh, West Bengal and the northern part of Andhra Pradesh) through the establishment of an integrated steel hub in Kolkata, West Bengal. Eastern India has the potential to add >75% of the countrys incremental steel capacity. It is expected that of the 300 MT capacity by 2030-31, >200 MT can come from this region alone.

• In June 2021, JSW Steel, CSIR-National Chemical Lab (NCL), Scottish Development International (SDI) and India H2 Alliance (IH2A) joined forces to commercialise hydrogen in the steel and cement sectors.

• Under the Union Budget 2023-24, the government allocated Rs. 70.15 crore (USS 8.6 million) to the Ministry of Steel.

• In addition, an investment of Rs. 75,000 crore (USS 9.15 billion) (including Rs. 15,000 crore (USS 1.83 billion) from private sources) has been allocated for 100 critical transport infrastructure projects for last and first mile connectivity for various sectors such as ports, coal, and steel.

• In January 2021, the Ministry of Steel, Government of India, signed a Memorandum of Cooperation (MoC) with the Ministry of Economy, Trade and Industry, Government of Japan, to boost the steel sector through joint activities under the framework of India-Japan Steel Dialogue.

• The Union Cabinet, Government of India approved the National Steel Policy (NSP) 2017, as it intends to create a globally competitive steel industry in India. NSP 2017 envisage 300 million tonnes (MT) steel-making capacity and 160 kgs per capita steel consumption by 2030-31.

• The Ministry of Steel is facilitating the setting up of an industry driven Steel Research and Technology Mission of India (SRTMI) in association with the public and private sector steel companies to spearhead research and development activities in the iron and steel industry at an initial corpus of Rs. 200 crore (US$ 30 million).

• The Government of India raised import duty on most steel items twice, each time by 2.5% and imposed measures including anti-dumping and safeguard duties on iron and steel items.

(Source: https://www.ibef.org/industry/steel)

Recent developments in the steel sector

The Ministry of Steel signed 57 MoUs with 27 companies for specialty steel under the PLI scheme (Production Linked Incentive). Under the scheme the government has approved a sum of 76322 crore for steel sector growth. Apart from creating new jobs and contributing to making India the 3rd largest economy globally (by 2030-31), the scheme aims to create an additional capacity of 25 MT of specialty steel in the next five years.

(Source: IndiaCSR)

For focused production of value-added steel, collaboration between the 27 companies and the government is crucial

• Initiatives like Green Steel and Hydrogen Mission would enable low carbon emissions

• R&D, new product development, and best practices should be adopted across the steel sector

As can be seen from the recent events and Indian steel sector overview, theres a promising future for the steel sector in India.

5 reasons for growth of steel sector in India

With cities expanding, technological advent of Industry 4.0, and rise in construction and engineering projects, the meteoric rise of the steel industry is not unexpected. Today, there are different types of steel manufactured and used in India to cater to its rising demand. From the industry-wide use of steel coils to steel channels and steel alloys, there is a market ready for steel products everywhere.

An Indian steel industry overview analysis will identify the following as some of reasons for the growth of the steel sector in India:

Resource availability: Though the cost of iron-ore has been on the rise in recent years, it is still one of the most widely available resources domestically. In addition to that, considering that the production of steel is a capital- and labour-intensive process, labour is also available economically. This naturally has helped to balance steel production costs.

Industry-wide application: Steel and steel products have its uses across multiple industries - shipbuilding, automotive, pharmaceutical, aviation, real estate, energy, home appliances, electronics etc. Whether its using corrugated sheets in roofing or using TMT bars in buildings for safety against natural disasters, the use of steel as a raw material is visible across all industries.

Longevity of steel metal: Steel as a metal has longevity. For instance, stainless steel used in making cutlery lasts longer than glass. Steel is also low on maintenance. TMT bars used in housing construction projects can stand for years unlike wood or other raw material used. Moreover, based on its composition and type, steel is strong, ductile, can bear heavy load, is corrosion and heat resistant - in short, its more cost-effective and value-for-money than other raw materials. Recycling of steel is also possible which makes it a preferred raw material in industries, adding to its growing demand.

Government initiatives: As stated previously, the government has introduced several initiatives to boost steel production in India and reach 300 MT in production by 2030. It has removed the 15% export taxes, and working towards removing technology, logistics and infrastructure bottlenecks.

Ease of purchase: Technology has made buying and selling of steel and steel products easier today. Buyers can buy steel online through reliable steel marketplaces and online websites, in a secure, transparent, and quick manner.

Summing up: Overview of the steel sector in India

A ?10 lakh crore capital expenditure plan was announced. The goal of this plan is to focus on domestically produced steel to make the nation self-reliant. The plan would also position India as a leading manufacturing hub and gradually scale the steel sectors contribution to Indias GDP from its current 2% to 5%. (Source: IndiaCSR)

As a raw material, the demand for steel has been steadily rising. Though there are often concerns about price hike and environmental factor, the benefits and applications of the metal are too many.

Future outlook of your Company

Your Company plans to optimize / augment production of value-added steel. Your Company has taken steps to undertake debottlenecking activities, augment shares of value-added steel and initiate work to add downstream facilities in the stainless steel division.

For TMT bars segment, talks have been initiated to explore possibilities of securing raw material supplies to make higher / better grade of finished products. Having said the above, your Company does expect challenges from various external factors like imposition of export duty, various geopolitical disturbances and recessionary trends in the western countries. These challenges are expected to hit the margins in the short / medium term, through the domestic consumption scenario does seem reasonable.

OPPORTUNITIES AND RISKS OPPORTUNITIES

The Company continues to adapt to the ever changing business environment to take advantage of the opportunities to deliver sustainable value for all its stakeholders. With increasing migration, newer centres of development and government programmes such as the Smart City Mission, the rate of urbanisation in India is expected to rise significantly in the near future. A young demography tends to propel demand for housing, transportation and public infrastructure. Despite a significantly growing urban population, Indias per capita steel consumption is considerably low compared to China and other Developed Countries. This clearly shows that there is significant headroom for consumption growth. The Company expects to take advantage of the growth opportunity provided by the Indian economy, by enhancing its steel producing capacity. The Company expects the demand for steel products to be strong in the developing economies and the Company proposes to utilize it to meet this increased demand.

RISKS

The Company is exposed to risks arising out of the dynamic macro-economic environment as well as from internal business drivers. These could adversely impact its ability to create value over the short, medium and long-term. The key risks and Companys mitigation plans are given below:

1. Macroeconomic risks

Overcapacity and oversupply in the global steel industry and high levels of imports may negatively affect steel prices and demand thereby reducing the Companys profitability. Developments in the competitive environment in the steel industry, such as consolidation among the Companys competitors, could have a material adverse effect on the Companys competitive position. This could potentially impact the Companys business, financial condition, results of operations and future prospects. Any downgrading of Indias sovereign rating by independent agency (ies) may harm the Companys ability to raise finance.

2. Financial risks

The Company has substantial amount of debt, which may adversely affect its cash flow and its ability to operate the business. Any changes in assumptions underlying the carrying value of certain assets, including as a result of adverse market conditions, could result in impairment of such assets.

3. Regulatory risks

The Company faces regulatory risk from predatory pricing and surge in steel imports. The Company may benefit from certain protective trade restrictions, including anti-dumping laws, countervailing duties and tariffs, which if not available, may adversely affect its operations and financial condition. The Companys business could be affected by potential regulatory and judicial actions.

4. Operational risks

The industry is highly cyclical and a decrease in steel prices may adversely impact its financial condition. The Companys operations and financial condition could be adversely affected if it is unable to successfully implement its growth strategies. The Companys business is prone to high proportion of fixed costs and volatility in the prices of raw materials and energy. Mismatches between trends m prices of raw materials and steel, as well as limitations on or disruptions m the supply of raw materials, could adversely affect its profitability.

5. Market related risks

Competition from other materials, or changes in the products or manufacturing processes of the Companys customers who use steel products, could reduce market prices and demand for the Companys products, thereby reducing its cash flow and profitability. Product liability claims may adversely affect the Companys operations and finance.

6. People risk

The Companys success depends on the continued services of its senior management team and business and prospects could suffer if it loses one or more key personnel or if it is unable to attract and retain its employees. Any labour unrest could adversely affect the Companys operations and financial condition.

The Companys mitigation strategies are enumerated as under:

The macroeconomic and market related risks are addressed through diversification of the Companys product portfolio and development of value added products.

The Company works with policy makers to curb predatory pricing and surge in steel imports to create a level playing field. The operational risks are mitigated through development of well-structured processes for effective project planning &management.

To mitigate the risk of climate change and to be sustainable, the Company is focusing on innovative technologies that can significantly lower emissions

Risk & Concerns

The Company on regular basis reviews its Risk Management Policy and takes proactive steps to safeguard and minimize any adversity related to the Market, Technology, People, Enviro lime lit Re g ul at ory. Financial and Opportunity Risks. Wherever necessary, the Company takes adequate insurance coverage of its assets for safeguarding from unforeseen risks.

Internal Control System and their adequacy

The Company has adequate internal control system and well laid-down policies and procedures for all its operations and financial functions. The procedures are aligned to provide assurance for maintaining proper accounting controls, monitoring efficient and proper usage of all its assets and reliability of financial and operational reports. The internal control system is ably supported by the Internal Audit Department which carries out extensive audit of various functions throughout the Company. The Companys Board has an Audit Committee which comprises of three members, all of whom are Independent Directors. The Audit Committee reviews significant findings of the internal audit.

Financial Performance

During the year under review, the Company has achieved revenue from operation of Rs 54251.63 Lacs as against previous year of Rs. 42429.66 Lacs. During the third quarter of the current financial year, M/s Assets Care and Restructuring Enterprise Ltd has sold the Companys mortgaged assets (Land, Building and structures, movable/immovable Plant and Machinery, furniture and fittings and other assets etc.) at Orissa unit for Rs.90.00 Crores. During the current year, Company has incurred loss of Rs. 3648.86 Lacs (including exceptional loss/Profit of Rs. 4111.35 Lacs towards Odisha Sale Unit/OTS). Company expects to do better if there is an improvement in overall industnal scenario.

Human Resources and Industrial Relation

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Various Human Resource initiatives are taken to align the HR Policies to the growing requirements of the business.

The Company has a structured induction process and management development programmes to upgrade skills of managers. Technical and safety training programmes are given periodically to workers.

Industnal relations in the organization continued to be cordial during the year under review.

CORPORATE GOVERNANCE REPORT

THE COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE

The Company believes that good Corporate Governance is essential for achieving long-term corporate goals and to enhance stakeholders value. In this pursuit, the Companys Corporate Governance philosophy is to ensure fairness, transparency and integrity of the management, in order to protect the interests of all its stakeholders.

The Company has an active, experienced and a well-informed Board. The Board along with its Committees undertakes its fiduciary duties keeping in mind the interests of all its stakeholders and the Companys corporate governance philosophy.

The Company is in compliance with the requirements stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations)

BOARD OF DIRECTORS

i) Composition

The composition of the Board of Directors of the Company is in conformity with the Listing Regulations and the Companies Act, 2013 (‘the Act). As on 31st March, 2023, the Board comprised four Directors, out of which three are Non- Executive Directors and one Managing Director. Out of three Non-Executive Directors, two (i.e. 66.66%) all 3 are Independent Directors and two woman Independent Director.

None of the Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees across all the public companies in which he/she is a Director. All the Directors have made the requisite disclosures regarding committee positions held by them in other companies. None of the Directors of the Company is related to each other.

Details of Directors, categories and attendance records are as under-

Name/Designation of Directors

Executive / Non Executive / Independent

No. of Position held in other companies

No. of Board Meetings Attended

Attendance at Last AGM

Board# Committee
Mr. Prem Narain Varshney (Managing Director) ED 1 Nil 10 Yes
Mr. Abhishek Verma NED (I) Nil Nil 10 Yes
Mrs Pinky Verma NED (I) Nil Nil 10 Yes
Mrs Sangeeta Pandey NED (I) Nil Nil 10 Yes

# excludes directorship in Private Limited Company, Foreign Companies and Section 8 Companies

ED (P) - Executive Director (Promoter)

NED - Non-Executive Director

ED - Executive Director

NED (I) - Non-Executive Director (Independent)

ii) Ten Board Meetings were held during the year and the gap between two meetings did not exceed one hundred and twenty days. The dates on which the said meetings were held:

30.05.2022, 13.08.2022, 18.08.2022, 19.08.2022, 29.08.2022, 28.09.2022, 14.11.2022, 13.02.2023, 06.03.2023, 29.03.2023

ill) During the year 2022-23, information as mentioned in Schedule II Part A of the SEBI Listing Regulations, has been placed before the Board for its consideration.

iv) The terms and conditions of appointment of the Independent Directors are disclosed on the website of the Company.

v) During the year, one meetings of the Independent Directors were held on March 29, 2023. The Independent Directors, inter- alia, reviewed the performance of non-independent directors, Chairman of the Company and the Board as a whole.

vi) The Board periodically reviews the compliance reports of all laws applicable to the Company, prepared by the Company, vn) The details of the familiarization programme of the Independent Directors are there in the Company.

Committees of the Board A. Audit committee

l. The audit committee of the Company is constituted in line with the provisions of Regulation 18 of SEBI Listing Regulations, read with Section 177 of the Act.

ii. The terms of reference of the audit committee are broadly as under:

> Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

> Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

> Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

> Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval.

> Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

> Review and monitor the auditors independence and performance, and effectiveness of audit process;

> Examination of the financial statement and the auditors report thereon;

> The audit committee shall review the information required as per SEBI Listing Regulations.

iii. The audit committee invites such of the executives, as it considers appropriate (particularly the head of the finance function),

representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings. The Company Secretary acts as the Secretary to the Audit Committee.

iv. The previous Annual General Meeting ("AGM") of the Company was held on 28lh September 2022 and was attended by Mr.

Abhishek Verma, who was Chairman ofthe audit committee in FY 2021-22.

The composition of the Audit Committee and the details of meetings attended bv the Directors are given below

Sr. No. Name Category No. of Meetings attended
1. Mr. Prem Narain Varshney ED 4
2. Mr Abhishek Verma NED (I) 4
3. Mrs. Sangeeta Pandey NED (I) 4

NED (I) - Non-Executive Director (Independent)

ED - Executive Director

The meetings of Audit Committee are also attended by Managing Director, CFO, Statutory Auditors as special invitees.

During the year 2022-23, Four Audit Committee Meetings were held on 30.05.2022, 13.08.2022, 14.11.2022 and 13.02.2023. The necessary quorum was present at the meetings.

Nomination and Remuneration Committee:

The nomination and remuneration committee of the Company is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations, read with Section 178 ofthe Act.

i) Terms of reference:

This Committee shall identify the persons, who are qualified to become Directors of the Company / who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and also shall carry out evaluation of every directors performance. Committee shall also formulate the criteria for determining qualifications, positive attributes, independent of the Directors and recommend to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

ii) Composition :

The Nomination and Remuneration Committee of the Company consists of Non-Executive and Independent Directors.

iii) No. of Meetings held during the year:

During the year the Committee had Four meeting i.e. on 30.05.2022, 13.08.2022, 14.11.2022 and 13.02.2023

iv) Composition, name of Members and attendance durine the year:

Name of the Director Position No. of Meetings held in tenure No. of Meetings Attended
Mrs. Pinky Verma Member 4 4
Mr. Abhishek Verma Chairman 4 4
Mrs. Sangeeta Pandey Member 4 4

Company Secretary was the Compliance Officer during the year under review. He performed the functions of monitoring the complaints received vis-a-vis share transfer and other related processes and reported them to the Board.

He also carried out his responsibility as liaison officer with the investors and regulatory authorities, such as SEBI, Stock Exchanges, Registrar of Companies, R.B.I. in respect of implementing laws, rules and regulations, and directives of such authorities concerning investor service and complaints.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The stakeholders relationship committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations read with section 178 of the Act. The Committee performs following functions:

• Transfer/Transmission of shares

• Issue of Duplicate Share Certificates.

• Review of Share dematerialization and rematerialization.

• Monitoring the expeditious Redressal of Investor Grievances.

• Monitoring the performance of companys Registrar & Transfer Agent.

• All other matters related to the shares.

During 2022-23 the committee was chaired by Mrs. Sangeeta Pandey. At present the committee comprises of two Non-Executive Directors and one Executive Director. Four meetings were held on 30.05.2022, 13.08.2022, 14.11.2022 and 13.02.2023.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.

Disclosures

The company has always ensured fair code of conduct and maintained transparency. There were no instances of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

In accordance with requirement of Companies Act as well as listing agreement a vigil mechanism has been adopted by the board of directors and accordingly a whistle blower policy has been formulated with a view to provide a mechanism for employees of the company to approach Internal Auditor or Chairman of the Audit Committee of the Company to report any grievance. A link to such policy is also provided in the website of the company.

Compliances, rules & regulations as laid down by various statutory authorities has always been observed by the company since such change over both in letter as well as in spirit.

The Board has obtained certificates/disclosures from key management personnel confirming they do not have any material financial and commercial interest in transactions with the company at large.

SHAREHOLDERS

i) Means of Communication

Full and complete disclosure of information regarding the Companys financial situation and performance is an important part of the Companys Corporate Governance ethics. The Company has demonstrated this commitment by sending its Shareholders a full version of its Annual Report.

The quarterly, half-yearly and annual results of the Company are published in newspapers in India which include "The Pioneer" (English) and "The Pioneer" (Hindi language) both Delhi editions. The results are also displayed on the BSEs website.

Website: the companys website www.rathisteelandpower.com contains a separate dedicated section "Investor" where shareholders information is available. The annual report of the company is also available on the website in a user-friendly and download form.

ii) Compliance Officer

Company Secretary is the compliance officer for complying with requirement of the Securities Laws and the Listing Agreements with the Stock Exchange.

iii) Insider Trading

In compliance with the SEBI regulations on prevention of insider trading, the Company has a Code on Insider Trading for its Directors, Management and designated Executives. The Code lays down guidelines, which advise them on procedures to be followed and disclosures to be made, while dealing in securities of the Company. Ms Shobhila Singh (CS) is the Compliance Officer for complying with the said code.

iv) 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: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.

v) General Body Meetings

Details of location, time and date of last three Annual General Meetings of the Company were held:-

Year Venue of Meeting Date & Time Special Resolution Passed
2021-2022 Through VC. / OAVM 28lh September 2022, 5.00 PM Yes
2020-2021 Through VC. / OAVM

29,b September 2021, 5.00 PM

Yes
2019-2020 Through VC. / OAVM 30th December 2020, 2.00 PM Yes

No Special Resolution was passed by the Company last year through Postal Ballot. None of the businesses proposed to be transacted at the ensuing AGM require passing a Special Resolution through Postal Ballot.

10. GENERAL SHAREHOLDER INFORMATION

i) Annual General Meeting: Date : 29th September 2023

Day : Friday

Time : 10.00 A.M.

Through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM")

ii) Financial Calendar (tentative):

Board Meeting to take on record Schedule
Results for the
* Quarter ending 30th June, 2023 On or before Aug 14, 2023
* Quarter ending 30th September, 2023 On or before Nov 14, 2023
* Quarter ending 31st December, 2023 On or before Feb 14, 2024
* Quarter ending 31st March, 2024 On or before May 30, 2024

iii) Book Closure Date :23rd September 2023 to 29th September 2023 (Both days inclusive)

iv) Listing on Stock Exchanges:

The Equity Shares of the Company are listed on the following Stock Exchange-:-

Name & Address of the Stock Exchanges Stock Code
Bombay Stock Exchange Ltd. Floor 25, P J Towers,

Dalai Street,

Mumbai - 400 001

504903

v) Stock Market Data:

The BSE had suspended the trading of Shares due to Non-Payment of Annual Listing Fees and other charges. With Sincere efforts, Company has already completed all the requirements including payment of Listing Fee along with the other charges which ultimately resultant into revocation of suspension in trading of Companys Shares with Bombay Stock Exchange (BSE) w.e.f. 3rd July 2023.

vi) Registrar and Share Transfer Agents:

M/s. Mas Services Limited has been appointed as the Registrar and Share Transfer Agents for the equity shares of the Company in physical and electronic form. Shareholders/Investors can direct all correspondence with regard to share transfer, transmission and change of address etc. at their following address:-

M/s. Mas Services Limited (Unit Rathi Steel).

T-34, Second Floor, Okhla Ind. Area,

Phase-II, New Delhi- 110020,

Ph: 011-26387281-82-83 Fax No. 011-26387384 Email: mfo@masserv.com

vii) Share Transfer System:

M/s. Mas Services Limited Committee of the Company. The meeting of Share Transfer Committee is held at least once in a fortnight. All the physical share certificates are sent to the transferees subsequent to transfer within the prescnbed period.

viii) Status of Complaints/queries and their redressal as on March 31, 2023:-

During the year 2022-23, immediate action taken by RTA and Company in respect of the complaints as received by Company and /or RTA and made ml complaints on score site. As on date, no complaints are pending other than those, which are under litigation, disputes or court orders.

ix) Pending Share Transfers:

No Share transfers were pending as on March 31, 2023.

x) Dematerialization of Shares :

The Company has entered into an agreement with NSDL and CDSL for dematerialization of shares. As on March 31, 2023, a total of 30747706 Equity Shares representing 98.21% of the total paid-up capital of the Company have been dematerialized. Members are advised to get their shares converted into demat mode. The shares of the Company can be traded in demat mode only.

Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Companys shares is INE336C01016

Number of shares held in dematerialized and physical Mode as on 31st March,2023

Particulars Total Shares % of Equity
Shares in dematerialized form with NSDL 11494799 36.72%
Shares in dematerialized form with CDSL 19252907 61.49%
Physical 560405 1.79%
Total 31308111 100.00%

xi) Distribution of Shareholding:

The distribution of shareholding as on March 31, 2023 was as under:-

Range of Holding Shareholders

Number

% No. of Shares %
1 to 5000 10504 80.28% 1610790 5.15%
5001 to 10000 1285 9.82% 1053883 3.37%
10001 to 20000 622 4.75% 947538 3.03%
20001 to 30000 185 1.41% 475870 1.52%
30001 to 40000 108 0.83% 384851 1.23%
40001 to 50000 102 0.78% 480073 1.53%
50001 to 100000 136 1.04% 1011383 3.23%
100001 & above 142 1.09% 25343723 80.94%
TOTAL 13084 100.00% 31308111 100.00%

(110 Shareholders are common in Physical and Demat Form)

xii) Outstanding GDRs/ADRs fWarrants etc:

The Company has no outstanding GDRs/ADRs/ Warrants or any convertible instruments as on March 31, 2023.

xiii) Address for Correspondence:

Rathi Steel and Power Limited Plot No. 24/1, Block A,

Mohan Cooperative Industrial Estate Mathura Road, New Delhi-110044 Ph: 011-40512426

Web Site: www.rathisteelandpower.com E-mail ID: investors@rathisteelandpower.com

OTHER DISCLOSURES Statutory Compliance

The Company has complied with the requirements of the Stock Exchanges, SEBI and Statutory Authority on all matters related to capital markets during the last three years.

Whistleblower Policy and Vigil Mechanism

The Company has adopted a Whistleblower policy and Vigil Mechanism to provide a formal mechanism to the Directors, employees and other external stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys 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 Chairman of the Audit Committee. No personnel of the Company has been denied access to the Audit Committee.

Accounting Treatment in preparation of Financial Statements

The Company has prepared the Financial Statements in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Act / Companies Act, 1956, as applicable.

CEO / CFO Certification

The Managing Director and the Chief Financial Officer have certified to the Board in accordance with Regulation 17 (8) read with Part B of Schedule II to the Listing Regulations pertaining to CEO / CFO certification for the Financial Year ended 31st March, 2023.

Mandatory Requirements

The Company has complied with all the mandatory requirements of the Listing Regulations relating to Corporate Governance.

DECLARATION BY THE MANAGING DIRECTOR

I, Prem Narain Varshney, Managing Director of Rathi Steel and Power Limited, hereby declare that all the members of the Board of Directors and the Senior Management personnel have affirmed compliance with the Code of Conduct, applicable to them as laid down by the Board of Directors in terms of Regulation 26 (3) of the Listing Regulations for the year ended 31st March, 2023.

For Rathi Steel and Power Limited
Sd/-
Prem Narain Varshney
New Delhi Managing Director
05-09-2023 DIN:00012709

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