Dear Members,
Your Directors are pleased to present the 22nd Annual Report of your company on the operations and performance along with the Audited Financial Statements and the Auditors Report thereon, for the year ended on 31st March, 2025.
FINANCIAL HIGHLIGHTS
in Crores
Particulars |
31st March, 2025 | 31st March, 2024 |
| Total Revenues | 544.98 | 578.23 |
| Total Expenditure | 537.56 | 567.97 |
| Profit before interest depreciation, extraordinary item and tax | 7.42 | 10.26 |
| Depreciation and Interest | 10.57 | 9.62 |
| Profit / (Loss) before exceptional, extraordinary item and tax | (3.15) | 0.64 |
| Exceptional & Extraordinary item | 4.16 | - |
| (7.31) | 0.64 | |
| Tax Expense / Deferred tax | (0.88) | 0.17 |
| Net Profit / (Loss) for the year | (6.42) | 0.47 |
| Total Comprehensive income | 1.12 | 0.03 |
| (79.77) | (80.27) | |
| Balance Carried forward | (86.07) | (79.77) |
STATE OF COMPANYS AFFAIRS /PERFORMANCE OVERVIEW
During the year under review Total Revenue from operation has decreased from 578.23 Crores to 544.98 Crores as compared to previous years turnover. Company has registered a net profit/(Loss) before tax of ( 3.15) Crores in comparison to net profit of 0.64 Crores during previous year.
DIVIDEND
As the Company has other pipelined projects for growth the Directors of your Company have not recommended dividend for the financial year 2024-25.
BUSINESS ACTIVITY
The company is engaged in manufacture of Sponge Iron, Ferro Alloys and Power. Company is generating power on account of waste heat recovery system resulting economic price. Company is having its power plant of 40 MW. Power generated is used for captive consumption. There has been no change in the nature of business of the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The company does not have holding or subsidiary companies during the year and no other company has become holding / subsidiary/ joint venture / associate. The Company is an Associate Company of M/s. Shah Alloys Limited as it is holding more than 20% of the Equity Share Capital in the Company as a Promoter Company.
SHARE CAPITAL
During the financial year under review, Company has issued 48,00,000 Warrants Convertible into 48,00,000 Fully paid up Equity Shares of 10/- each at a price not less than 25/-(Includes Premium of 15/-) to the promoter allottee (SAL CARE Private Limited) on a preferential basis as on 29th June, 2024 approved by Special Resolution passed at Extra ordinary General Meeting was held through Video Conference("VC") and /or other audio visual means("OAVM")(Hereinafter Referred to as "Electronic Mode") on Saturday, 08th June, 2024. Except these there was no other change in the authorized and paid-up share capital of the Company.
DEPOSIT
The Company has not accepted any deposit during the year under review and no amount against the same was outstanding at the end of the year falling within the ambit of Section 73 of the Companies Act, 2013 (the act) and the Companies (Acceptance of Deposits) Rules, 2014.
DETAILS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year under review the Company has not made any inter corporate loans, investments, given any corporate guarantee to any other body corporate, subsidiary, associate or any other company.
LISTING OF SHARES
The equity shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fee for the year 2025-26 has been paid to the credit of both the Stock Exchanges.
DETAILS OF DIRECTORS OR KMPS APPOINTMENT OR RESIGNATION
The Board of Directors consists of Seven (07) members, of which four (04) are Independent Directors including Two Women Independent Director.
DIRECTORS:
During the financial year 2024-25, the Board of Directors of the Company, based on the approval and recommendation of members of Nomination and Remuneration Committee has appointed Shri Mrinal Sinha (DIN: 09482143), as Additional Director designated as Whole-time Director w.e.f. November 12, 2024. Subsequently, he was appointed as Whole Time Director of the Company by way of Ordinary Resolution passed by the members of the company through Postal Ballot on Friday 27th December, 2024 through Remote E-Voting commenced form 28th November, 2024 at 09.00 AM (IST) and ended on Friday, 27th December, 2024 at 05.00 PM (IST) for the period of Five (05) consecutive years commencing from November 12, 2024 up to November 11, 2029 liable to retire by rotation.
During the financial year 2024-25, the Board of Directors of the Company, based on the approval and recommendation of members of
Nomination and Remuneration Committee has appointed Smt. Nipa Jairaj Shah (DIN:10833814), as Additional Director (Non-Executive, Independent) subject to the approval and regularization of his appointment by the members of the company in the next general meeting or within a time period of 3 Months from the date of appointment, whichever is earlier, as non-executive Independent Director of the company to hold office for a term of 5(Five) consecutive years w.e.f. November 12, 2024. Subsequently, she was appointed as Non-executive Independent Director of the Company by way of Special Resolution passed by the members of the company through postal ballot (meeting Sr. No. 01/PB/2024-25) on Friday, December 27, 2024 through remote e-voting commenced from November 28, 2024 at 09.00 AM (IST) and ended on December 27, 2024 at 05.00 Pm (IST).
During the financial year 2024-25, Mr. Ambalal C. Patel (DIN: 00037870), Non-executive Independent Director has resigned w.e.f Closure of Business hours as on September 27, 2024 due to completion of his tenure as an Independent Director of the company.
During the financial year 2024-25, Mr. Shrikant Jhaveri (DIN: 02833725), Non-executive Independent Director has resigned w.e.f Closure of Business hours as on September 27, 2024 due to completion of his tenure as an Independent Director of the company.
During the financial year 2023-24, Shri Piyush Chandarana (DIN: 08675864) has resigned from the post of Whole Time Director of the company w.e.f. MAY 25, 2024 due to personal reasons.
During the Financial year 2024-25, Shri Sujalkumar Ashokkumar Shah (DIN: 01431407), has resigned from the post of Whole Time Director of the company w.e.f. April 9, 2024 due to personal reasons.
Except above there were no other changes in respect of constitution of Board of Directors of the company during the financial year 2024-25.
KEY MANAGERIAL PERSON:
During the year under review, Shri Vinay Kumar Mishra (M. No.: F11464), has resigned from the post of Company Secretary and
Compliance Officer (key Managerial Person) w.e.f. July 24, 2024 due to personal reasons and Smt. Radhika P. Soni (M. No.: A64410), was appointed w.e.f. 18th March, 2025 on the position of Company Secretary & Compliance Officer (Key Managerial Person) of the Company in terms of Section 203 of Companies Act, 2013 and regulation 6(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.
Except above there were no other changes in respect of appointment and resignation of Key managerial Persons of the company.
MEETINGS OF THE BOARD AND COMMITTEES
During the year under review, total Seven (07) meetings of Board of Directors were held on the following dates 11th May, 2024, 30th May, 2024, 29th June, 2024, 09th August, 2024, 12th November, 2024, 12th February, 2025 and 18th March, 2025. Details of meetings are given in the Corporate Governance Report annexed herewith as Annexure – 5 and forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from each Independent Director of the Company confirming that he/she met with the criteria of independence as laid out in sub-section (6) of Section 149 read with schedule IV of the Companies Act, 2013 and under regulation 16(1)(b) and 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations
2015. In the opinion of the Board, the Independent Directors fulfill the criteria of independence as provided under the Act, Rules made thereunder read with applicable provisions of the Listing Regulations, and they are independent of the management and also possess requisite qualifications, experience, and expertise and hold highest standards of integrity. The report on Corporate Governance which is forming part of the Annual Report contains the disclosure regarding the skills, expertise, competence and proficiency possessed by the Directors. Further, there has been no change in the circumstances affecting their status as Independent Directors of the Company. The
Board has taken on record the declarations of the Independent Directors, after undertaking due assessment of the veracity of the same.
BOARD DIVERSITY
A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Company follows diverse Board structure.
BOARD EVALUATION
As per the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the formal annual evaluation was carried out for the Boards own performance, its committee & Individual directors. The manner and detail in which evaluation was carried out is stated in the Corporate Governance Report which is herewith as Annexure – 5 and forms a part of this report.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, which forms part of this report.
CORPORATE GOVERNANCE REPORT
The Company is committed to observe good corporate governance practices. The report on Corporate Governance for the financial year ended 31st March, 2025, as per regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 is enclosed herewith as Annexure – 5 and forms part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, particulars relating to conservation of Energy, R & D, Technology absorption and foreign Exchange earnings / outgo are separately provided in the annexure to this report as Annexure -1.
RISK MANAGEMENT
The Company had put in place an enterprise wide risk management framework. This holistic approach provides the assurance that, to the best of its capabilities, the Company identifies, assesses and mitigates risks that could materially impact its performance in achieving the stated objectives. The Audit committee ensures that the Company is taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities. The Committee reviews strategic decisions of the Company and on regular basis, reviews the Companys portfolio of risks and considers it against the Companys Risk Appetite. The Committee also recommends changes to the Risk Management Technique and / or associated frameworks, processes and practices of the Company.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company has put in place a Whistle Blower Policy and has implemented a Vigil Mechanism, whereby employees, directors and other stakeholders can report matters such as generic grievances, corruption, misconduct, fraud, misappropriation of assets and non- compliance of code of conduct to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides a direct access to the Chairman of the Audit Committee. During the year under review none of the personnel has been denied access to the Chairman of Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the company for the financial year 2024-25 based on the Calculation of average net profit under Section 198 and rules made thereunder. Hence, no amount required to be spent on CSR activities during the financial year 2024-25 and the details pursuant to Annual Report on CSR activities for the Financial Year 2024-25 is not required to provide to this report for the financial year 2024-25. The composition and other details of the CSR Committee is included in the Corporate Governance Report which form part of the Boards Report. The Board in its meeting held on 30th May, 2025, review/revised the existing CSR Policy of the company to harmonise with the amended carried out by the Ministry of Corporate Affairs in the Companies (CSR Policy Rules), 2014.
DIRECTORS RESPONSIBILITY STATEMENT
In Compliance with Sections 134(3) (c) and 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:
a) In the preparation of the annual accounts for the financial year endedst March, 2025 as far as possible and to the extent, if any, accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards have been followed along with proper explanation relating to material departure; b) The Directors had 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 profit and loss account of the Company for that period; c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors had prepared the annual accounts on a going concern basis; and e) The directors in the case of a listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, independence and other matters as provided under subsection (3) of Section 178 of the Companies Act, 2013 is available on the Companys website at www.salsteel.co.in
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013
In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, a committee has been established at the offices for this purpose. There were no complaints pending for the Redressal at the beginning of the year and no complaints received during the financial year.
PARTICULARS OF THE EMPLOYEES
Information pursuant to rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure-2. Further, particulars of employees remuneration, as prescribed under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not attached with this report since there was no employee who was in receipt of excess remuneration as prescribed.
RELATED PARTIES TRANSACTIONS
During the financial year, all transactions entered into with the Related Parties as defined under Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, were in the ordinary course of business and on an arms length basis and as such did not attract provisions of section 188 (1) of Companies Act, 2013. The Company has formulated policy on related party transactions. Particular of related party transactions in prescribed Form AOC-2 is attached at Annexure–3. Approvals from the Audit Committee are obtained even for transactions which are in ordinary course of business and repetitive in nature. Further, on quarterly basis, disclosures are made to the Audit Committee and to the Board. Details of related party transactions are given in the notes to financial statements.
None of the Independent Directors have any pecuniary relationship with your Company.
DISCLOSURE OF ACCOUNTING TREATMENT
The financial statements have been prepared in accordance with Indian Accounting Standards (IND AS). The Company has prepared these financial statements to comply in all material respects with the IND AS, notified under section 133 of the Companies Act, 2013
("the Act") read together with paragraph 7 of the Companies (Accounts) Rules 2014.
AUDITORS AND AUDIT REPORTS a. Cost Auditors
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under M/s. Ashish Bhavsar & Associates, Cost Accountants were appointed for auditing cost accounting records of the Company for the year ending 31st March, 2025. Board has further appointed M/s. Ashish Bhavsar & Associates, Cost Accountants as Cost Auditors for the year ending 31st March, 2026 subject to approval of remuneration by the members of the Company in the Annual General Meeting.
Disclosure on maintenance of Cost Records
The Company made and maintained the Cost Records under Section 148 of the Companies Act, 2013 (18 of 2013) for the Financial Year 2024-25
b. Internal Auditor
The Company has appointed an Independent firm of Chartered Accountants to act as an Internal Auditor as per suggestion of auditors and recommendation of the Audit Committee in order to strengthen the internal control system for the Company.
c. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors has appointed M/s. Kamlesh Shah & Co., Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the term of Five (5) Financial Year Commencing from 2025-26 till Financial year 2029-30 subject to approval of members in their Meeting will be held on September 26, 2025. The report submitted by the Secretarial Auditor in Form MR-3 for the financial year ended as on 31st March, 2025 is attached to this report as Annexure-4. Remarks of secretarial auditor are self-explanatory.
Annual Secretarial Compliance Report
Pursuant to regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations 2015, Secretarial Compliance Report for the financial year ended 31st March, 2025 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. Kamlesh Shah & Co., Practicing Company Secretaries, Secretarial Auditor.
Certificate on Corporate Governance
The Company is committed to observe good corporate governance practices. The report on Corporate Governance for the financial year ended 31st March, 2025, as per regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of this Annual Report. The requisite Certificate from the Practicing Company Secretary of the Company confirming compliance with the conditions of Corporate Governance is annexed to this report as Annexure - 6.
Certificate of Non-Disqualification of Directors
As required by Clause 10 (i) of Part C under Schedule V of the SEBI Listing Regulations, the Company has received a certificate from
M/s. Kamlesh M. Shah & Co. (ACS: 8356, COP: 2072), Practicing Company Secretaries certifying that none of our Directors have been debarred or disqualified from being appointed or continuing as Directors of the Company by Securities and Exchange Board of India or Ministry of Corporate Affairs or such other statutory authority is annexed to this report as Annexure-7. d. Statutory Auditors
Members have at their 19thAnnual General Meeting held on September 23, 2022, approved the re-appointment of M/s. Parikh &
Majmudar, Chartered Accountants, as statutory auditors of the for a terms of five years as per provisions of the Companies Act, 2013.
Statutory Auditors Report
The observations of Statutory Auditor in its reports on standalone and consolidated financials are self-explanatory and therefore do not call for any further comments.
Details in respect of frauds reported by auditors
There were no instances of fraud reported by the auditors. Further, there are no Qualifications, reservations or adverse remarks contain in the Auditors Report for the year under review.
MATERIAL CHANGES / INFORMATION a. In respect of material changes or commitments during the financial year 2024-25, company has issued 48,00,000 Warrants Convertible into 48,00,000 Fully paid up Equity Shares of 10/- each at a price not less than 25/-(Includes Premium of 15/-) to the promoter allottee (SAL CARE Private Limited) on a preferential basis as on 29th June, 2024 approved by Special Resolution passed at Extra ordinary General Meeting was held through Video Conference("VC") and /or other audio visual means("OAVM") (Hereinafter Referred to as "Electronic Mode") on Saturday, 08th June, 2024. Except these there have been no material changes or commitments after the closure of the financial yearuptothedateofthisreportthatmayhavesubstantialeffect on the business and financial of the Company. b. No significant and material orders have been passed by any of the regulators or courts or tribunals impacting the going concern status and companies operations in future.
ANNUAL RETURN
Annual Return in Form MGT-7 in compliance with section 92 of the Companies Act, 2013 read with applicable rules made thereunder is available at the website of the Company i.e. www.salsteel.co.in.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:
• Details relating to deposits covered under Chapter V of the Act.
Issue of equity shares with differential rights as to dividend, voting or otherwise.
• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Options Schemes referred to in this Report.
• Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and
Companys operations in future.
• No fraud has been reported by the Auditors to the Audit Committee or the Board.
• There has been no change in the nature of business of the Company.
• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 2024-25.
• There was no instance of onetime settlement with any Bank or Financial Institution during the Financial Year 2024-25.
APPRECIATION
Your Directors place on record their sincere appreciation for the valuable support and co-operation as received from government authorities, Financial Institutions, Banks and ARCs during the year. Directors are also thankful for the support extended by Customers, Suppliers and contribution made by the employees at all level. Directors would also like to acknowledge continued patronage extended by Companys shareholders in its entire endeavor.
CAUTIONARY STATEMENT
Statement in the Boards Report and the Management Discussion and Analysis describing your Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence your Companys operations include global and domestic demand and supply conditions affecting selling price of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
(Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31st March, 2025)
A. CONSERVATION OF ENERGY
(a) Energy conservation measures taken:
Your company gives priority to Energy conservation. It regularly reviews measures to be taken for Energy Conservation/
Consumption and its effective utilization.
(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:-
Your Company is highly power intensive industry and power is the basic requirements of manufacturing process. In order to reduce the cost per unit for power consumption, the Company has installed 40 MW Captive Power Plant.
(c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:
The company is operating 40 MW Captive Power Plant in parallel with GETCO Grid and with the consumption of own power, Company saves substantial amount from the same.
(d) Total energy consumption and energy consumption per unit of production: ( in lacs)
Particulars of Product |
2024-25 | 2023-24 |
|||||
(I) |
POWER & FUEL CONSUMPTION |
||||||
1 |
ELECTRICITY |
||||||
(a) Purchased |
|||||||
Unit (Kwh) |
5014800 | 9151670 |
|||||
Total Amount ( ) |
727.88 | 1189.34 |
|||||
Rate / Unit ( ) |
14.51 | 13.00 |
|||||
(b) Own Generation |
|||||||
(i) Through Diesel Generator Unit (Kwh) |
|||||||
Unit Per Ltr of Diesel Oil |
Nil | Nil |
|||||
Cost / Unit ( ) |
Nil | Nil |
|||||
(ii) Through Steam Turbine / Generator Unit (Kwh) |
72510000 | 92525341 |
|||||
Unit Per Kg of Lignite |
|||||||
Cost Lignite / Unit ( ) |
6.26 | 4.71 |
|||||
Cost Coal / Unit ( ) |
-- |
||||||
Cost Coal & Lignite / Unit ( ) |
6.26 | 4.71 |
|||||
2 |
COAL (Including Coal Fines) |
||||||
Quantity (MT) |
58937 | 130335 |
|||||
Total Cost ( ) |
2418.69 | 5270.94 |
|||||
Average Rate ( ) |
4104 | 4044 |
|||||
3 |
FURNACEOIL |
||||||
(used in the generation of power) |
|||||||
Quantity (K Ltr) |
Nil | Nil |
|||||
Total Cost ( ) |
Nil | Nil |
|||||
Average Rate ( ) |
Nil | Nil |
|||||
4 |
OTHERS – LIGNITE |
||||||
(used in the generation of steam) |
|||||||
Quantity (K Tonns) |
Nil | Nil |
|||||
Total Cost ( ) |
Nil | Nil |
|||||
Average Rate ( ) |
Nil | Nil |
|||||
Particulars of Product |
2024-25 |
2023-24 | |||||
(II) |
CONSUMTION PER M.T. OF PRODUCTION |
||||||
Particulars of Product |
|||||||
Electricity (in Unit) |
Nil |
Nil | |||||
FurnaceOil |
Nil |
Nil | |||||
Coal(Specifyquantity) |
Nil |
Nil | |||||
Others |
Nil |
Nil | |||||
B. TECHNOLOGY ABSORPTION
(I) Research and Development (R & D) ( in lacs)
Particulars |
2024-25 | 2023-24 | |
| 1. | Specific areas in which R&D carried out by the company. | Nil | Nil |
| 2. | Benefits derived as a result of the above R&D | Nil | Nil |
| 3. | Future plan of action: | Nil | Nil |
| a. | Capital | Nil | Nil |
| b. | Recurring | Nil | Nil |
| c. | Total | ||
| d. | Total R&D expenditure as a percentage of total turnover | Nil | Nil |
(II) Technology absorption, adaptation: ( in lacs)
Particulars |
2024-25 | 2023-24 | |
Company has not carried out research, development & innovation activities. |
|||
| 1. | Efforts, in brief, made towards technology absorption, adaptation and innovation. | Nil | Nil |
| 2. | Benefits derived as a result of the above efforts, e.g. product improvement, cost | Nil | Nil |
| reduction, product development, import substitution etc. | |||
| Nil | Nil | ||
| 3. | In case of imported technology | ||
| (imported during the last 5 years reckoned from the beginning of the financial | |||
| year), following information may be furnished: | |||
| a. Technology imported | |||
| b. Year of import | |||
| c. Has technology has been fully absorbed | |||
| d. If not fully absorbed, areas where this has not taken place, reasons | |||
| therefore and future plans of action. | |||
C. FOREIGN EXCHANGE EARNINGS AND OUTGO ( in lacs)
Particulars |
2024-25 | 2023-24 | |
1. |
FOREIGN EXCHANGE EARNINGS & OUTGO | ||
| a. Foreign Exchange earnings | NIL | 748.04 | |
| b. Foreign Exchange outgo | NIL | 167.83 | |
2. |
TOTAL FOREIGN EXCHANGE USED AND EARNED | ||
| As per notes on account | |||
A. Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
I. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:
B. Statement showing particulars of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Since the remuneration paid to any of the employees does not exceeds the limits specified under the provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Rules, therefore disclosure requirements regarding the details of employee remuneration are not applicable to the Company.
FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section
(1) OF SECTION 188 OF THE COMPANIES ACT, 2013 INCLUDING CERTAIN ARMS LENGTH TRANSACTION UNDER
THIRD PROVISO THERETO.
1 |
Details of contracts or arrangements or transactions not at arms length basis |
|||||||||||||
| Name (s) of | Nature of |
Duration |
Salient |
Justification |
Date of |
Amount paid |
Date of | |||||||
| the related | transaction |
of the |
terms of the |
for |
approval by |
as advances |
special | |||||||
| party | transaction |
transaction |
transactions |
the Board |
resolution | |||||||||
| NIL | NIL |
NIL |
NIL |
NIL |
NIL |
NIL |
NIL | |||||||
2 |
Details of material contracts or arrangement or transactions at arms length basis |
|||||||||||||
Name (s) of the |
Nature of |
Nature of |
Duration of the |
Transactions |
Date of approval by |
Amount paid as |
||||||||
related party |
relationship |
transaction |
transaction |
value (in ) |
the Board |
advances |
||||||||
Shah Alloys |
Promoter |
Sale of Power |
April 2024- |
3,95,01,562 |
These RPTs are in |
N.A. |
||||||||
Limited |
Company |
March 2025 |
the ordinary course |
|||||||||||
Sale of material |
67,46,35,185 |
|||||||||||||
of business and are |
||||||||||||||
& services |
||||||||||||||
at arms length basis |
||||||||||||||
Purchase of |
11,00,31,458 |
and are approved by |
||||||||||||
material & |
the Audit Committee |
|||||||||||||
services |
and the Board in their |
|||||||||||||
meeting held on 29th |
||||||||||||||
May, 2024 these are |
||||||||||||||
reported to the Audit |
||||||||||||||
Committee / Board at |
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their quarterly meet |
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ings. |
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FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2025
[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014]
To,
The Members,
S A L STEEL LIMITED
CIN: L29199GJ2003PLC043148
I/we have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by S A L STEEL LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my/our verification of the records of S A L STEEL LIMITED, books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit, I/We hereby report that in my/our opinion, the company has, during the audit period covering the financial year ended on 31st March 2025 complied with the statutory provisions listed hereunder and also that the company has proper Board-processes and compliances mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I/We have examined the books, papers, minute books, forms and returns filed and record maintained byS A L STEEL LIMITED (CIN: L29199GJ2003PLC043148) for the year ended on March 31, 2025 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under; subject to our observations in this report. (ii) The Securities Contracts (Regulations) Act,1956 (‘SCRA) and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act,1999 and the rules and regulation made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings: (NOT APPLICABLE FOR THE YEAR UNDER REVIEW).
(v) The following Regulations and guidelines prescribed under the Securities and Exchange Board of India Act, 1992(‘SEBI Act): -
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011; The Annual Disclosure of shareholding by Promoters/ Directors as per Regulation 31(4) is made for the year under review. However, the company may make such disclosure through System Driven Disclosure to be maintained by Depositories with whom the company is to sign agreements.
COMPLIED WITH ANNUAL DISCLOSURE OF SHAREHOLDING AS PER SEBI (SAST)REGULATIONS
(b) The Securities and Exchange Board of India (Prohibition of Insider Training) Regulations, 2015. The Company has installed a Structural Digital Database Software in a computer system with password protection for access and making entries therein. The company has made all entries therein for all the UPSI Sharing with Directors, Promoters, KMP, all other professional persons and persons who are deemed to have access to such UPSI from time to time during the year under. The Company has filed Compliance Certificate on a quarterly basis to the stock exchange in time.
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time; (During the year the Company has made preferential allotment of 48,00,000 Convertible Equity Warrants of face value of Rs. 10/- each for cash at a price of Rs. 25/- (Inclusive of premium of Rs. 15/- per warrant/ Share) aggregating up to Rs. 12 crores to the promoters on a Private and preferential Placement Basis with an option to convert and subscribe to one equity share per warrant at a price of Rs. 25/- (Inclusive of premium of Rs. 15/- per share), by passing a special resolution in an EOGM held through VC/OAVM on 8th June 2024) All these warrants are allotted on 29/06/2024 pursuant to approval of Stock Exchanges BSE and NSE Limited and are listed on both the exchanges.)
(d) Securities And Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (NO ESOS OR
ESOPS WERE ISSUED DURING THE YEAR UNDER REVIEW)
(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Debt Securities) Regulations, 2021; (NOT APPLICABLE FOR THE YEAR UNDER REVIEW)
(f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client. The Company is submitting on quarterly basis Certificate/ Confirmation u/r. 74(5) of SEBI (Depositories and Participants) Regulations and Annual Confirmation/ Certificate from RTA signed by Company also as per Regulation 7(3) of SEBI (LODR) 2015.
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (NOT APPLICABLE FOR THE YEAR UNDER REVIEW)
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (NOT APPLICABLE FOR THE YEAR UNDER REVIEW)
(i) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended up to the date is complied subject to our observations in Annexure-B Attached herewith. The Stock exchanges BSE and NSE have imposed financial penalties on Company and also issued certain advisory warnings to company complete details are given in Annexure-B Attached.
(vi) As stated in the Annexure – A all the laws, rules, regulations are applicable specifically to the company.
(vii) Except what is stated herein above, No other major corporate events occurred during the year and various compliances made by the Company with applicable Laws, Rules, Regulations, Listing Regulations etc.
I/We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and /or any amendment, substation, if any, applicable to the company are adopted by the Company and are complied with.
(ii) The secured loans/ borrowings made by company for following charges/ mortgages created by the Company are fully repaid and satisfied however, the management is in process to obtain satisfaction letter/account closure certificates from charge holders and file form CHG-4 with Ministry of Corporate Affairs. The Company has also taken up the matter with Registrar of Companies, Gujarat State for Removal of these charges from its Register as they are satisfied well before 10 years. The Mater is also actively considered by the ROC but final decision of the Regulatory authorities is yet to be confirmed/ awaited.
Charge ID |
Date of Creation/ | Name of Beneficiary | Amount of | Actual date of |
| Last Modification | charge. | Full Repayment | ||
| 10333322 | 20/01/2012 | HDFC Bank Ltd | 33,00,000/- | 01/05/2014 |
| 10310289 | 15/09/2011 | Srei Equipment Finance Ltd | 45,00,000/- | 01/05/2015 |
| 10154901 | 31/03/2009 | Union Bank of India | 12,35,000/- | 12/09/2011 |
(iii) The Previous Company Secretary Mr. Vinay Mishra had resigned w.e.f. 24/07/2024. The New Company Secretary Mrs. Radhika Parth Soni has been appointed w.e.f. 18/03/2025. Hence, there is a violation of Section 205 read with Rule 9 of the Companies
(Appointment and Qualification of Managerial Personnel) Rules 2014 for the period from 23/01/2025 to 18/03/2025.
(iv) The Listing Agreements entered into by the Company with Stock Exchanges and the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 subject to our observations in Annexure-B Attached.
During the period under review the Company has complied with the provision of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
I further report that:
The board of directors of the company was not duly constituted with proper balance of executive directors, non-executive directors, independent directors, and woman director.
(a) During the year the Company as per Regulation 17(1) of SEBI (LODR) 2015 was required to appoint minimum 6 directors. During the year it had not 6 directors for the period for 3 days in September 2024 quarter and for the entire December quarter. The stock exchanges have imposed penalties for this default complete details are given in Annexure-B.
The changes in the composition of the board of directors or the KMP that took place during the period under review were carried out in compliance with the provisions of the act and with intimation to stock exchanges(s).
Adequate notice is given to all directors to schedule the board meetings, agenda and detailed notes on agenda were sent at least seven days in advance or with consent of directors at a shorter notice, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members views, if any, are captured and recorded as part of the minutes.
In respect of Voting by directors at the Board Meetings is concerned, there does not exist within the company a system of Electronic Voting or Paper voting by directors on each business of Agenda for each of the Board Meetings. Majority decisions are taken on ORAL Voting basis. However, the Company does send draft minutes to its directors for their comments. All the comments of directors received are reviewed by the Chairman and _nalized considering such suggestions/ comments of directors. Ane speci_c comments or observations of any directors are recorded in the minutes at the speci_c request of particular directors with their names.
I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliances with applicable laws, rules, regulations and guidelines.
I further report that during the audit period, the company has not incurred any specific event / action that can have a bearing on the companys compliance responsibilities in pursuance of the above referred laws, rules, regulations, guideline, standards, etc.
ANNEXURE-A
Securities Laws
1. All Price Sensitive Information were informed to the stock exchanges from time to time as per Regulation 30 of the SEBI (LODR) 2015
2. All investors complain directly received by the RTA and Company is recorded on the same date of receipts and all are resolved within reasonable time. The Company files Status of Investors Complaints as per Regulation 13 on quarterly basis with Stock
Exchange regularly.
3. Other SEBI (SAST) Regulations, SEBI (PIT) Regulations, SEBI (LODR) Regulations and other regulations as are applicable are complied with subject to our observation in this report.
Labour Laws
1. All the premises and establishments have been registered with the appropriate authorities.
2. The Company has not employed any child labour/ Bonded labour in any of its establishments as provisions of Child & Adolescent Labour (Prohibition & Regulation) Act, 1986.
3. Provisions with relate to compliances of PF/ESI/Gratuity Act are applicable to Company and Complied with.
4. The Company has yet not _led an annual return under provisions of POSH with District Collector for the year under review.
Environmental Laws
As per the Management representation, the company is engaged in the manufacturing activities, the environmental laws as are applicable to it and it has properly complied with such provisions to the extent applicable.
Taxation Laws
We are informed by the management that the company follows all the provisions of the taxation and Income Tax Act, 1961 and filing the returns at proper time with Income tax department and all other necessary departments. We have relied upon management representation and observations of internal auditors in this matter.
Other Industry Specific Act/ Laws/ Rules/ Regulations:
The Company does not use any Minerals or Iron Ore or such other materials which are under the control and regulations of speci_c Law related authorities under the Mines Act and such other Steel Industry Related Act, laws or Rules Regulations etc are not applicable to the Company.
ANNEXURE-B TO FORM MR-3
SECRETARIAL AUDIT REPORT
OF SAL STEEL LIMITED FOR THE YEAR ENDED 31/03/2025.
(A) PLEASE REFER TO PARA (V) (I) OF THE SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31/03/2025
Details of Violations/ non-compliance by the Company required to be complied with as per SEBI (LODR) 2015.
Sr. |
Compliance | Regulation/ | Deviations | Action Taken by | Type of | Details of Violation | Fine Amount |
Observations | Management Response | Remarks | |
No. |
Requirement | Circular No. | Action Advisory | /Remarks | |||||||
| (Regulations/ | Clarificat / | of the Practicing Company | |||||||||
| circulars/ guidelines | ion/ Fine/ Show | Secretary (PCS) | |||||||||
| including specific | Cause | ||||||||||
| clause) | Notice/ Warning | ||||||||||
| etc | |||||||||||
| (1) | Regulation 17(1) | Regulation 17(1) | Non Compliance for 3 | Fine imposed | Fine | Non Compliance with SEBI | Rs. 15000/- + |
Fine is paid by Company to both | Fine Waiver application | Promoters | |
| Minimum Directors | days in a quarter | (LODR) Regulation 17(1) for not | GST of Rs. |
exchange BSE and NSE. | is made on 20/12/2024 | Demat Accounts | |||||
| required was 6 instead | having minimum of 6 directors | 2700/- Total Rs. |
however fine is also paid.were freezed by |
||||||||
| the company had 5 | 17700/- |
Waiting for Final decision | Exchange and | ||||||||
| directors for the period | of Exchange for Waiver. | defreezed after | |||||||||
| of 3 days in September | payment of penalty | ||||||||||
| 2024 Quarter | by company. | ||||||||||
| (2) | Regulation 17(1) | Regulation 17(1) | Non compliance for | Fine imposed by | Fine | Non Compliance with SEBI | Fine Rs. |
Fine imposed by the Exchanges | Fine waiver application | Fine not yet | |
| Non-compliance with | the quarter ended | Exchange | (LODR) Regulation 17(1) for not | 2,10,000/- + |
BSE and NSE. The Company has | made by company is | paid o further | ||||
| the | December 2024 | having minimum of 6 director | GST of Rs. |
made application for waiver | yet to be approved/ | action is taken by | |||||
| requirements pertaining | 37,800/- total Rs. |
of penalty dated 25/03/2025 | confirmed/ accepted by | exchangepending | |||||||
| to | 2,47,800/- |
pending for approval by | BSE limited. Fine not yet | disposal of waiver | |||||||
| the composition of the | exchange BSE. | paid by company. | application | ||||||||
| Board including failure | |||||||||||
| to | |||||||||||
| appoint woman director | |||||||||||
| (3) | Notice by NSE for | Regulation 6(1) | Non Appointment of | 69 days Penalty | Fine | Non compliance with SEBI | Fine Rs. 69,000/- |
Fine is imposed by the NSE | Fine Payment made by | NA | |
| non Compliance of | Company Secretary and | imposed by | (LODR) Regulation 6(1) for not | + GST Rs. |
which is paid by the Company on | the Company to NSE Ltd. | |||||
| regulation 6(1) dated | Compliance Officer. | Exchange.NSE | appointing Company Secretary | 12,420/- Total Rs. |
28/02/2025 | ||||||
| February 20,2025 for the | cum compliance officer. | 81,420/- |
|||||||||
| quarter December 2024 | |||||||||||
Sr. |
Compliance | Regulation/ | Deviations | Action Taken by | Type of | Details of Violation |
Fine Amount | Observations | Management Response | Remarks | |
No. |
Requirement | Circular No. | Action Advisory | /Remarks | |||||||
| (Regulations/ | Clarificat / | of the Practicing Company | |||||||||
| circulars/ guidelines | ion/ Fine/ Show | Secretary (PCS) | |||||||||
| including specific | Cause | ||||||||||
| clause) | Notice/ Warning | ||||||||||
| etc | |||||||||||
| (4) | Notice by BSE for | Regulation 6(1) | Non Appointment of | 69 days Penalty | Fine | Non compliance with SEBI |
Fine Rs. 69,000/- | Fine is imposed by the BSE which | Fine Payment made by | NA | |
| non Compliance of | Company Secretary and | imposed by | (LODR) Regulation 6(1) for not |
+ GST Rs. | is paid by the Company on | the Company to NSE Ltd. | |||||
| regulation 6(1) dated | Compliance Officer. | Exchange.BSE | appointing Company Secretary |
12,420/- Total Rs. | 28/02/2025 | ||||||
| February 20,2025 for the | cum compliance officer. |
81,420/- | |||||||||
| quarter December 2024 | |||||||||||
| (5) | Regulation 23(9) | Regulation 23(9) | Late submission of XBRL | 1 day delay due to | Fine | Delayed submission of Related |
Fine Rs. 5000/- | Fine is imposed by the BSE and | Fine payment made by | NA | |
| for quarter ended | File for Related Party | system failure. | party Transactions by one day. |
+Gst 900/- Total | NSE both exchange which is paid | the Company to both | |||||
| September 2024 | transaction by one day | Rs. 5900/- | by the Company on 21/12/2024 to | Exchanges. | |||||||
| imposed by BSE | BSE and NSE | ||||||||||
| and NSE Both | |||||||||||
| Exchange. | |||||||||||
| (6) | Warning Letter issued | Regulation 23(9) | PAN number of parties | Advised for not | Warning letter | PAN information of Parties to the |
Warning Letter | Warning letter issued by | Advisory of Exchange | NA | |
| by NSE dated 19/11/2024 | and counter parties | to disclose the | issued | related party transactions were |
issued. | Exchange explained to | noted for future | ||||
| mentioned in RPT | PAN numbers | disclosed by the company |
Management for future | compliance. | |||||||
| Reporting. | information of | compliance. | |||||||||
| parties in any | |||||||||||
| other public | |||||||||||
| documents | |||||||||||
| made/ submitted | |||||||||||
| to exchange. | |||||||||||
| (7) | SEBI issued a warning | Regulation 23(1) | Related Party | Warning Letter | Warning Letter | Company had entered in to |
Warning letter | Warning letter issued by SEBI is | No Fine is imposed. | NA. | |
| Letter for entering | Transaction with | issued by SEBI U/r | Related Party Transaction with |
was issued by | noted for future compliance. | Advisory issued by | |||||
| in to RPT without | Materially related party | 23(4). | its promoter M/s. Shah Alloys Ltd |
SEBI | SEBI is noted for future | ||||||
| obtaining prior approval | transaction without | for an amount exceeding 10% |
compliance. | ||||||||
| of Shareholders of | prior approval of | threshold without obtaining prior |
|||||||||
| the Company for | Shareholdersexceeding | approval of shareholders. |
|||||||||
| Materially related | 10% under Reg.23(1) | ||||||||||
| party Shah Alloys | |||||||||||
| Ltd who is promoter | |||||||||||
| of the company for | |||||||||||
| transactions entered | |||||||||||
| during half year ended | |||||||||||
| September 2023 | |||||||||||
ANNEXURE-C
To
The Members,
S A L STEEL LIMITED
CIN: L29199GJ2003PLC043148 5/1 SHREEJI HOUSE 5TH FLOOR
B/H M J LIBRARY ASHRAM ROAD AHMEDABAD0 380006 GUJARAT INDIA
Our report of even date in respect of the financial year ended 31/03/2025 is to be read along with this letter:
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
7. We have relied on Management Representation Letter provided by the Company before issuing this Report to the Company.
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