shiv aum steels ltd share price Directors report


Dear Members,

Your directors take pleasure in presenting the 4th Annual Report (post-IPO) and the Audited Financial Statements for the financial year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS

The Companys financial performance, for the year ended March 31, 2023.

(Amount in Rs)

Particulars Year ended 31st March 2023 Year ended 31st March 2022
Total Revenue 4,97,23,97,337 4,07,53,49,304
Profit Before Tax 19,35,29,815 16,52,11,203
Less: Current Tax 4,98,93,180 4,17,15,228
Deferred Tax (2,93,316) (13,61,947)
Income Tax earlier years 0 0
Provision of Income Tax 7,46,635 (55,011)
Profit For the Year 143,183,316 12,49,12,934
Paid Up Capital 13,60,04,000 13,60,04,000
Reserves & Surplus 8,21,528,725 67,83,45,409

2. OPERATIONAL REVIEW AND STATUS OF OTHER AFFAIRS

The Company is engaged in the business of iron and steel products. Currently our company is dealing with structural steel, coils and plates. There has been no change in the nature of business carried out by the Company during the period of April 2022 to March 2023 or from then on till the date of this report. The total revenue of the Company for the financial year under review stood at Rs. 4,97,23, 97,337 and the net profit of the Company stood at Rs. 14,31,83,316.

3. CASH FLOW STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report.

4. TRANSFER TO RESERVE:

The Company proposes to transfer its entire surplus in the statement of Profit & Loss amounting to Rs. 14,31,83,316/- to General Reserves during the financial year ended 31st March, 2023.

5. DIVIDEND

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2023

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2022-23, there was no amount due for transfer to IEPF.

7. SHARE CAPITAL

The authorized share capital of the company is Rs.15,00,00,000/- divided into 1,50,00,000 equity shares of Rs. 10/-

The Paid up capital of the Company is Rs. 13,60,04,000/- divided into 1,36,00,400 Equity shares of Rs. 10/-

Company has appointed M/s. Skyline Financial Services Private Limited as the Registrar and Transfer Agent of the Company.

8. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report as Annexure I.

9. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company during the FY under review.

10. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

11. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

Your Company is an Associate Company of M/s. Mobi Realtors Private Limited.

12. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the FY and the date of this Report.

13. EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at www.shivaumsteels.com

14. CHANGE IN SHARE CAPITAL:

There was no change in Share Capital for year ended March 31, 2023.

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Companys business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

During the year under review, four new Independent Directors were inducted to the Board.

16. CREDIT RATING:

The Companys financial discipline and prudence is reflected in the credit ratings ascribed by the rating agency, CRISIL Ltd as given below:

Total Bank Loan facilities rated Rs. 80 crores
Long - Term Rating CRISIL BBB/Stable (Upgraded from ‘CRISIL BBB-/Stable)
Short-Term Rating CRISIL A3+ (Upgraded from ‘CRISIL A3)

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

i. Change in Directors & KMP

During the period under review, there were changes in Directors and there were no changes in KMP.

Mr. Sunil J Sharma, Mr. Govindkumar R Agrawal, Mr. Suryakant H Mehta and Mr. Mahendra V Pandhi were resigned from the Office an Independent Director w.e.f. October 6th, 2022 whereas Mr Pramod Basrur, Mr. Bharti Daga, Mr. Ankit S Mehta and Mr. Harsh Lapsia have been appointed as an Independent Director w.e.f. October 6th, 2022.

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rishabh Mehta & Mr. Krishna Mehta, Whole Time Directors Company, retire by rotation and offers themselves for re- appointment.

The brief resume of Mr. Rishabh Mehta & Mr. Krishna Mehta, the nature of his expertise in specific functional areas, names of the companies in which they have held their directorships, their shareholdings etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

iii. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on 24th March, 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

18. BOARD MEETINGS

Six Board Meetings were held during the Financial Year ended March 31, 2023 i.e. 07.04.2022, 26.05.2022, 24.08.2022, 06.10.2022, 07.11.2022, and 10.02.2023 and the maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

The names of members of the Board, their attendance at the Board Meetings is as under:

Name of Directors Number of Meetings attended/ Total Meetings held during the F.Y. 2022-23
Jatin Nagindas Mehta 06/06
Sanjay Narendra Bansal 06/06
Ajay Narendra Bansal 06/06
Rishabh Jatin Mehta 06/06
Utsav Sanjay Bansal 06/06
Krishna Nagin Mehta 06/06
Mahendra Pandhi 04/06
Suryakant Mehta 04/06
Sunil Sharma 04/06
Govind Agrawal 04/06
Vanita Bansal 06/06
Niyati Mehta 06/06
Pramod Basrur 02/06
Bharti Daga 02/06
Ankit S Mehta 02/06
Harsh Lapsia 02/06

19. BOARD COMMITTEES:

The Board Committees play a vital role in strengthening the Corporate Governance practices and focus effectively on the issues and ensure expedient resolution of the diverse matters. The Committees also make specific recommendations to the Board on various matters when required. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval.

As on March 31, 2023, the Board has following 4 (Four) Committees in accordance with Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee

i. AUDIT COMMITTEE

The Committee was reconstituted by Board of Directors of the Company on October 6th, 2022. During the year under review, audit committee met three (3) times i.e. on 25.05.2022, 24.08.2022 and 07.11.2023.

Role of the committee:

The role of the Committee, inter-alia, includes:

• 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/Half yearly financial statements before submission to the board for approval; reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this manner;

• reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

• approval or any subsequent modification of transactions of the company with related parties;

• scrutiny of inter-corporate loans and investments;

• valuation of undertakings or assets of the Company, wherever it is necessary; reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems and risk management systems; reviewing the findings of any internal investigations by the internal auditors into manners where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; discussion with internal auditors of any significant findings and follow up there on;

• to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• to review the functioning of the Whistle Blower mechanism; approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

• Carrying out any other function as is mentioned in the terms of reference of the audit committee.

Composition & Attendance

Name of the Member Nature of Directorship Designation in the Committee Attendance of Members
Mr. Mahendra Pandhi* Independent

Director

Chairman 02/02
Mr. Govind Kumar Agarwal* Independent

Director

Member 02/02
Mr. Harsh Lapsia Independent

Director

Chairman 01/01
Mr. Bharti Daga Independent

Director

Member 01/01
Mr. Sanjay N Bansal Whole-Time

Director

Member 03/03

*Mr. Mahendra Pandhi (Chairman) and Mr. Govind Kumar Agarwal resigned on October 06, 2022 Thereon, Audit

Committee was re-constituted and Mr. Harsh Lapsia (Chairman) and Mr. Bharti Daga was admitted as member of

Audit Committee on October 06, 2022.

ii. NOMINATION & REMUNERATION COMMITTEE:

The Committee was re-constituted by Board of Directors of the Company on 06th October, 2022

During the year under review, committee met one time i.e., on 11.05.2023. The terms of reference of

the committee are explained below:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to our Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of independent directors and our Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointed in senioi management in accordance with the criteria laid down, and recommend to our Board their appointment and removal;

5. Considering and recommending grant of employees stock option, if any, and administration anc superintendence of the same; and

6. Carrying out any other function contained in the equity listing Obligations and Disclosure Requirements as and when amended from time to time.

7. The Nomination and Remuneration Committee shall meet as and when required. The quorum shall be two members present.

Composition & Attendance

Name of the Member Nature of Directorship Designation in the Committee Attendance of Members
Ms. Bharati Daga Independent

Director

Chairman 01/01
Mr. Pramod Basrur Independent

Director

Member 01/01
Mrs.Vanita Bansal Non-Executive

Director

Member 01/01
Mr. Sunil Sharma * Independent

Director

Member 0/0
Mr. Govind Kumar Independent Chairman 0/0
Agarwal* Director

*Mr. Sunil Sharma and Mr. Govind Kumar Agarwal (Chairman) resigned on October 06, 2022 Thereon, Nomination & Remuneration Committee was re-constituted and M Pramod Basrur and Mr. Bharti Daga (Chairman) was admitted as member of Nomination & Remuneration Committee on October 06, 2022.

The details of the Remuneration Policy of the Company are annexed as Annexure V to this report.

iii.STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee was re-constituted by Board of Directors of the Company on 06th October, 2022. During the year under review, the committee met once i.e. on 11.05.2023.

Role of the committee:

The terms of reference of the Committee includes:

• considering and resolving the grievances of security holders of the Company including Allotment and listing of our shares in future;

• Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of duplicate/split/consolidated share certificates;

• Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares and debentures;

• Reference to statutory and regulatory authorities regarding investor grievances;

• To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

• And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers the Board may decide from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

Composition & Attendance

Name of the Director Nature of Directorship Designation in the Committee Attendance of Members
Mrs. Vanita Bansal Non-Executive

Director

Chairperson 01/01
Mr. Pramod Basrur Independent

Director

Member 01/01
Mr. Ankit Mehta Independent

Director

Member 01/01
Mrs Niyati J Mehta * Non-Executive

Director

Chairperson 00/00
Mr. Sunil Sharma* Independent

Director

Member 00/00
Mr. Suryakant H Mehta* Independent

Director

Member 00/00

* Mrs Niyati J Mehta (Chairman), Mr. Sunil Sharma and Mr. Suryakant H Mehta resigned on October 06, 2022 Thereon, Stakeholders Relationship Committee was re-constituted and was admitted as member Mrs. Vanita Bansal (Chairman), Mr. Pramod Basrur and Mr. Ankit Mehta of Stakeholders Relationship Committee on October 06, 2022.

20. BOARDS PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. The Nomination Remuneration Committee also carried out evaluation of every directors performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of

Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and Companies (CSR Policy) Amendment Rules, 2021. Pursuant to provisions of Section 135 of the Companies Act, 2013, the Company has also formulated a Corporate Social Responsibility Policy which is available on the website of the Company at https://www.shivaumsteels.com/pdf/CSR-Policy.pdf. The Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Companies (CSR Policy) Amendment Rules, 2021is enclosed herewith as Annexure II to this Report. The Committee was re-constituted by Board of Directors of the Company on 06th October, 2022. One meeting of the Committee was conducted during FY 2022-23 on 24th February, 2023 and all CSR committee members had attended the meeting.

Composition & Attendance

Name of the Director Nature of Directorship Designation in the Committee Attendance of Members
Mrs. Vanita Bansal Non-Executive

Director

Chairperson 01/01
Mr. Pramod Basrur Independent

Director

Member 01/01
Mr. Ankit Mehta Independent

Director

Member 01/01

22. AUDITORS

i) STATUTORY AUDITORS

M/s Agrawal, Jain & Gupta, Chartered Accountants, Mumbai was appointed as Statutory Auditors at an Annual General Meeting of the members of the Company held on 17th September, 2021 for a period of 5 years starting from FY 2021 -22 to FY 2025-26 at a remuneration to be decided between the Board and the Auditors.

The auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

ii) INTERNAL AUDITORS

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has reappointed M/s. DG Parekh & Co, Chartered Accountants, Mumbai (FRN No.107451W) as the Internal Auditors of your Company for the financial year 2022-23. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

iii) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed CS Mayuri Rupareliya of M/s. M Rupareliya & Associates, Practicing Company Secretary, Rajkot (COP No. 18634), as Secretarial Auditors of the Company for the financial year 2022-2023. The Secretarial audit report received from the Secretarial Auditors is annexed to this report marked as Annexure - III and forms part of this report.

iv) COST AUDITOR:

Your Company is principally engaged into. Therefore, Section 148 of the Companies Act, 2013 is not applicable to the Company.

23. AUDITORS REPORT

There are no adverse observations or qualifications in the Auditors report for the year ending 31st March 2023. The auditors report for the period has been annexed with this report and the comments made by the statutory auditors are self-explanatory.

24. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. An extensive program of internal audits and management reviews supplements the process of internal financial control framework. Properly documented policies, guidelines and procedures are laid down for this purpose. The internal financial control framework has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. In addition, the Company has identified and documented the risks and controls for each process that has a relationship to the financial operations and reporting.

The Company also has an Audit Committee to interact with the Statutory Auditors, Internal Auditors and Management in dealing with manners within its terms of reference. This Committee mainly deals with accounting manners, financial reporting and internal controls.

25. LISTING WITH STOCK EXCHANGES:

Shiv Aum Steels Limited is listed on the Emerge Platform of the NSE. It has paid the Annual Listing Fees for the year 2023-24 to NSE.

26. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

27. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to remuneration and other details are required under Section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is forming part of the Directors Report for the year ended March 31, 2023 and is annexed to this Report and marked as Annexure- IV.

During the financial year 2022-23, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. DETAILS OF POLICIES

i) Nomination and Remuneration Policy: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Companys Remuneration Policy is available on the Companys website www.shivaumsteels.com and the same is attached herewith as Annexure - V.

ii) Risk Management Policy: Pursuant to section 134 (3) (n) of the Companies Act, 2013, The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy. The said policy is displayed on the website of the Company www.shivaumsteels.com

iii) Whistle Blower Policy - Vigil Mechanism: The Company has formulated a Whistle Blower Policy / Vigil Mechanism, which provides a formal mechanism for employees and directors of the Company to approach the Chairman of the Audit Committee to ensure adequate safeguards against victimization. This policy would help to create an environment wherein individuals feel free and secure to raise an alarm, whenever any fraudulent activity takes place or is likely to take place. It will also ensure that complainant(s) are protected from reprisal, whether within or outside the organization. The details of establishment of the Vigil Mechanism Policy are displayed on the website of the Company www.shivaumsteels.com.

In terms of provisions of the Companies Act, 2013 the Company has adopted various policies which are available on its website www.shivaumsteels.com.

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

A) Conservation of Energy:

The company constantly strives to reduce and control power consumption continuously by innovative methods thereby contributing to the goal of better environment.

B) Technology absorption:

The company has undertaken various projects ranging from small scale to medium scale to continuously upgrade production and productivity along with cost effectiveness.

C) Foreign Exchange earnings and Outgo:

Earnings NIL
Outgo NIL

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not made any Investment, given guarantee and securities during the year under review. There for no need to comply provisions of section 186 of Companies Act, 2013.

31. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered in to transactions within the meaning of section 188 and Companies (Meetings of Board and its Powers) rules, 2014 with its related parties during the year ended on 31st March, 2023. However, the disclosure of transactions with related party for the year, as per Accounting Standard -18 Related Party Disclosures is given in Note to accounts of the Balance Sheet as on 31st March, 2023.

The Policy on the Related Party Transactions as approved by the Board is uploaded on the website of the Company www.shivaumsteels.com

32. PUBLIC DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 and as such no principal or interest was outstanding as on the date of the Balance sheet.

33. CODE OF CONDUCT FOR PROHIBITION OF INSIDERTRADING

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading ("Code"), as approved by the Board from time to time, are in force at the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees.

The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the shares of the company at the time when there is unpublished price sensitive information. The Policy is available on the website of the Company www.shivaumsteels.com.

34. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company.

35. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

38. CORPORATE GOVERNANCE

Corporate Governance at Shiv Aum Steels Limited is evolved by not only ensuring compliance with regulatory requirements but also by being responsive and responsible to the needs of stakeholders with rewarding environment. Your Company believes that best Corporate Governance practices are critical to enhance and retain investor trust.

We, at Shiv Aum Steels Limited, believe that good and effective Corporate Governance is critical to achieve corporate vision and mission of the organization; it is more of an organizational culture than a mere adherence to rules and regulations. Laws alone cannot bring changes and transformation but voluntary compliance both in form and in substance plays an important role in developing good Corporate Governance.

As our company has been listed on SME Emerge Platform of National Stock Exchange of India Limited (NSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in regulations 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of schedule V are not applicable to the company. Hence, Corporate Governance Report does not form a part of this Annual Report, though we remain committed for the best corporate governance practices.

39. HUMAN RESOURCES:

Your Company is an equal opportunity employer and practices fair employment policies. Your Company is confident that its Human Capital will effectively contribute to the long-term value enhancement of the organization.

40. CODE OF CONDUCT

Your Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. All Directors and Senior Management Personnel of the Company have affirmed compliance with the Companys Code of Conduct for the financial year ended March 31, 2023 in accordance with Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company. The Company has posted the Code of Conduct for Directors and Senior Management on the companys website www.shivaumsteels.com.

41. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors Report thereon, your Directors confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the profit of the Company for the year ended on that date.

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

d) The Directors have prepared the annual accounts on a going concern basis.

e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.

42. FINANCE AND ACCOUNTS

Financial Statement has been prepared in accordance with accounting standards as issued by the Institute of Chartered Accountants of India and as specified in Section 133 of the Companies Act, 2013 and the relevant rules thereof and in accordance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. IND AS is not applicable to the Company because Companies listed on SME exchanges are not required to comply with IND AS.

The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2023. The Company has neither revised the financial statements nor the report of Board of Directors.

43. BUSINESS RESPONSIBILITY REPORT

Your Company does not fall under Top 500 listed entities as per Market Capitalization. Hence, the Business Responsibility Report for the financial year, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 is not attached to this Annual Report.

44. DISCLOSURE W.R.T. DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

There are no demat suspense account/unclaimed suspense account during the year under review as per SEBI (LODR) Regulations, 2015.

45. DISCLOSURES:

The following disclosures are not applicable to the company:

1. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

2. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

46. ACKNOWLEDGEMENT

Your directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received and would like to place on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates of the Company.

The Directors state that the Company has in place proper system to ensure compliance with the provisions of the applicable Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India, and that they, have been duly followed by the Company to the best of its knowledge and belief.