Your Directors are pleased to present the 19th Annual Report of your company on the operations and performance along with the Audited Financial Statements for the year ended on 31st March 2022.
FINANCIAL HIGHLIGHTS In Crores
|Particulars||March 31,2022||March 31, 2021|
|Profit before interest depreciation, extraordinary item and tax||25.40||21.44|
|Depreciation and Interest||9.16||9.02|
|Profit / (Loss) before exceptional, extraordinary item and tax||16.24||12.42|
|Exceptional & Extraordinary item||-||-|
|Profit / (Loss) before tax||16.24||12.42|
|Tax Expense / Deferred tax||4.70||0.87|
|Net Profit / (Loss) for the year||11.54||11.55|
|Total Comprehensive income||0.13||0.06|
|Profit / (Loss) Brought forward from last year||(95.64)||(107.25)|
|Balance Carried forward||(83.97)||(95.64)|
STATE OF COMPANY’S AFFAIRS / PERFORMANCE OVERVIEW
During the year under review Total Revenue from operation has increased from 322.87 Crores to 534.53 Crores as compared to previous years turnover. Company has registered a net Profit of 16.24 Crores in comparison to net profit of 12.42 Crores during previous year.
As the Company has other pipelined projects for growth Directors have not recommended dividend for the financial year 2021-22.
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.
The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year.
DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 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.
In conformity with provision of regulation 34(2)? & 53(b) of SEBI (LODR), Regulations 2015, the Cash Flow Statement for the year ended 31.03.2022 is annexed hereto. The equity shares of the Company are listed on the BSE Ltd. and the National Stock Exchange of India Ltd. (NSE).
The Company has paid listing fees for the year 2022-23 to above stock exchanges.
DETAILS OF DIRECTORS OR KMP’s APPOINTMENT OR RESIGNATION
During the year under review there were no changes that took place in the position of Directors or KMPs Appointment or Resignation.
MEETINGS OF THE BOARD
During the year under review, total four meetings of Board of Directors were held on the following dates 29/06/2021, 12/08/2021, 12/11/2021, 12/02/2022. Details of meetings are given in the Corporate Governance Report annexed herewith as Annexure - 6 and forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, the SEBI (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 of the Companies Act, 2013 and under Regulation 16(1)(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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.
As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation 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 - 6 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 March 31, 2022, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is herewith as Annexure - 6 and forms part of this Report.
CERTIFICATES FROM PRACTISING COMPANY SECRETARIES
a. As required by Regulation 34(3) and Schedule V, Part E of the SEBI Listing Regulations, the certificate given by K. K. Patel & Associates (CP No.6352), Practicing Company Secretaries regarding compliance of conditions of corporate governance, is annexed to the Boards Report.
b. As required by Clause 10 (i) of Part C under Schedule V of the SEBI Listing Regulations, the Company has received a certificate from 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 SEBI or MCA or such other statutory authority.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134 (3) (m) of the Act 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 POLICY
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.
VIGIL MECHANISM POLICY
The Company had 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
Company has earned Net Profit in the year under review and the Company is in process of Complying with the Provisions related to expenditure of at least two percent of the average net profits in CSR activities as applicable to the Company further during the year under review your company has spent total amount of Rs. 42,00,000/- (Rupees Forty Two Lakhs Only) towards CSR Contribution for the financial year ended as on 2019-20 under an ongoing CSR project and your Company has also spent total amount of Rs. 7,30,000/- (Rupees Seven Lakhs Thirty Thousand Only) towards CSR Contribution for the financial year 2020-21 further the details pursuant to Annual Report on CSR activities for the Financial Year 2021-22 is separately provided in the annexure to this report as Annexure - 5.
DIRECTORS’ RESPONSIBILITY STATEMENT
In Compliance with Section 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 ended 31st March 2022 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
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.
DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013
During the financial year, all transactions entered into with the Related Parties as defined under Companies Act, 2013, 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.
Your company has adopted IND AS w.e.f. 1st April 2017 pursuant to Notification of the Ministry of Corporate Affairs dated 16th February 2015 in place of Accounting Standards.
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, 2022. Board has further appointed M/s. Ashish Bhavsar & Associates, Cost Accountants as Cost Auditors for the year ending 31st March 2022 subject to approval of remuneration in the forthcoming Annual General Meeting.
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 Financial Year 2022-23. The report submitted by the Secretarial Auditor in Form MR-3 for the financial year ended as on 31st March, 2023 is attached to this report as Annexure-4. Remarks of secretarial auditor are self-explanatory.
d. Statutory Auditors
There are no Qualifications, reservations or adverse remarks contain in the Auditors Report for the year under review.
MATERIAL CHANGES / INFORMATION:
1. No material changes have taken place after the closure of the financial year up to the date of this report which may have substantial effect on the business and financial of the Company.
2. 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.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return in Form MGT-9 in compliance with Section 92 of the Companies Act 2013 read with applicable rules made thereunder is available under investor section at the website of the Company, the link to access the investor tab is http://www.salsteel.co.in/investor.htm.html
Your Directors place on record their sincer e 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.
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions o 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 2021-22.
• There was no instance of onetime settlement with any Bank or Financial Institution during the Financial Year 2021-22.
|FOR AND ON BEHALF OF THE BOARD|
|RAJENDRA V. SHAH|
|DATE : 28TH JUNE,||CHAIRMAN|
|2022 PLACE :SANTEJ||(DIN: 00020904)|
Gold/NCD/NBFC/Insurance and NPS
Gold/NCD/NBFC/Insurance and NPS