Shree Precoated Director Discussions


To,

The Members,

Shree Precoated Steels Limited Mumbai

Your Directors have pleasure in presenting the Fifteenth Boards Report of your company along with the Audited Financial Statements for the Financial Year ended on March 31, 2023. Further, in compliance with the Companies Act, 2013 (here in after reference to Act) the company has made all requisite disclosures in the Board Report with the objective of accountability and transparency in its operations and to make you aware about its performance and future perspective.

1. FINANCIAL HIGHLIGHTS

(Rs. in lakhs)

Key Financial Indicators

2022-2023 2021-2022
Revenue from Operations - -
Other Income - -

Total Income

- -

Total Expenditure

53.11 49.55

Profit/(Loss) before Tax

(53.11) (49.55)
Tax Expenses - -

Profit/(Loss) after Tax

(53.11) (49.55)
Other Comprehensive Income/(Loss) (0.22) (0.10)

Profit/(Loss) for the year after Comprehensive Income/(Loss)

(53.33) (49.65)
Opening balance in Statement of Reserves and Surplus (457.56) (407.91)
Amount available for appropriation - -

Closing Balance in the Statement of Reserves & Surplus

(510.89) (457.56)

2. OPERATIONAL REVIEW

During the Financial year under review, your Company has posted Total Income of Rs. NIL (Previous Year NIL) and Net Loss of Rs. 53.33 Lakhs (Previous Year 49.65 Lakhs). Since the Company has incurred a loss, no amount is available for appropriation.

3. SHARE CAPITAL OF THE COMPANY

During the Financial Year under review, the Company has not issued any shares with differential voting rights nor granted any stock options neither sweat equity.

The Paid up Equity Share Capital, as at March 31, 2023 was Rs. 4,13,99,020/- divided into 41,39,902 Equity shares, having face value of Rs.10/- each fully paid up.

4. DIVIDEND

The Board of Directors of your company regret their inability to declare any Dividend for the current Financial Year due to loss incurred by the Company.

5. DEPOSITORY SYSTEM

Your Companys equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2023. 99.88 % of the equity shares of the Company were held in dematerialised form.

6. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

As on March 31, 2023, the Company does not have any Subsidiary, Associate or Joint Venture Company.

7. RESERVES

Your Company has not transferred any amount to the Reserves during the Year.

8. NATURE OF BUSINESS

The Company is engaged in the activities of real estate and trading. During the year under review, there was no change in the nature of business of the Company.

9. DEPOSITS

Your Company had no opening balance of Deposits. Your Company has not accepted any Deposits during the Financial Year 2022-23 and as such, no principal or interest were outstanding as on March 31, 2023 as per the provisions of the Companies Act, 2013 (hereinafter referred to as “Act”), and the Rules framed there under.

Further, Your Company has not received any amount from the Director of the Company as per Rule 2(1)(c)(viii) Companies (Acceptance of Deposits) Rules, 2014.

10. RELATED PARTY TRANSACTION

During the year under review the Company has not entered into any contracts/arrangements/ transactions which would qualify as material in accordance with policy of the Company on materiality of related party transactions or as per the provision of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

The details of transactions with related parties in ordinary business routine as per Indian Accounting Standard (IND AS-24) is set out in Note No. 29 to the Financial Statements of the Company.

Your Company has formulated a policy for dealing with related party transactions which is also available on website of the Company at http://www.spsl.com/downloads/polices/ RPT%20policy.pdfss

11. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No significant and passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

12. LOANS AND INVESTMENTS

Under Section 186 of the Act, the Company has neither given any Guarantee nor provided any Security in Connection with a Loan, directly or indirectly, to any person or other body corporate. Company has also not made any investments.

Details of loans as on March 31, 2023 is set out in Note No.5 of Financial Statements of the Company.

13. CORPORATE GOVERNANCE

Our corporate governance practices are a reflection of our value system encompassing our culture, policies and relationships with our stakeholders. Integrity and transparency are integral to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate Governance is about maximizing shareholders value legally, ethically and sustainably. Our Board exercises its fiduciary of the term. We seek to enhance long-term shareholder value. Our Corporate Governance report for fiscal 2023 forms part of this Annual Report.

14. SECRETARIAL STANDARDS

Your Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (“ICSI”).

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Nilesh H. Sarvaiya, Non-Executive Director, retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment.

Ms. Divya Hisaria has resigned from the post of Company Secretary and Compliance Officer with effect from January 31, 2023. In terms of Section 203 of the Act and applicable provisions of SEBI Listing Regulations, the Board of Directors has appointed Ms. Krishna Agrawal as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from May 11, 2023.

Apart from the above changes, there was no change in the composition of board of directors & KMP of the Company. material orders have been Mr. Harsh L. Mehta, Managing Director, Ms. Krishna Agrawal, Company Secretary and Mr. Suresh N. Pitale, Chief Financial Officer, continue to function as Key Managerial Personnel of the Company during the year under review.

16. INDEPENDENT DIRECTORS DECLARATION

The Company has received the Certificate of Independence from all the Independent Directors pursuant to Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations, confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. The Company has also received declarations under Regulation 25(8) of SEBI Listing Regulations from the Independent Directors confirming that there were no existence or anticipation of any circumstances during the year that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence responsibilities in the widest sense

17. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

In compliance with the requirements of SEBI Listing Regulations, the Independent Directors have been familiarized on the Board of the Company by the functional heads of various departments of the Company which includes detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also future outlook of the entire industry. The details of familiarization programs are disclosed on the Company website from time to time at: http://www.spsl.com/downloads/ familiarisation-of-ID-of-SPSL.pdf

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

Since there are no Independent Directors appointed during the year, statement under Rule 8 (5) Companies (Accounts) Rules, 2014 is not required.

18. PECUNIARY RELATIONS

The Company does not pay any remuneration to its Non-Executive / Independent Directors except sitting fees and reimbursement of expenses for attending Meetings of the Board and of its Committees. No commission on the net profit of the Company is paid to any Director. There are no pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company.

19. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met Four (4) times during the Financial Year 2022-23. The details of various Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is as prescribed in the Act, and SEBI Listing Regulations.

20. BOARD COMMITTEES

The Company has constituted the following Statutory Committees of the Board of Directors:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and

4. Committee of Independent Directors

The composition of each of the above Committees, their respective roles and responsibility is as detailed in the Report of Corporate Governance.

21. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to Directors is in accordance with Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act, and Regulation 19 of SEBI Listing Regulations.

The information required under section 197 of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/employees of the Company is set out in the “Annexure I” to this report.

22. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted Nomination and Remuneration Policy in accordance with the provisions of the Act, read with Rules issued there under and SEBI Regulations.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive

Director, and Independent Directors on the Board of Directors of the Company and persons in Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of section 178 of the Act, (including any statutory modification(s) enactment (s) thereof for time being in force).

The salient feature of the Policy is set out in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company at http://www.spsl.com/downloads/polices/NRC%20policy%20SPSL%20-202023.pdf

23. BOARD EVALUATION

The Company has devised criteria for performance evaluation of Independent Directors, Board/Committees, and other individual Directors which includes criteria for performance evaluation of Non-Executive Director and Executive Director. Performance evaluation has been carried out as per the Nomination & Remuneration Policy.

At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board/ Committees were discussed in detail. A structured questionnaire each for evaluation was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

The performance evaluation of the Independent Directors was also carried by the entire Board. The performance evaluation of the Managing Director & Non-Executive Directors was carried out by the Independent Directors at its separate meeting held on March 23, 2023. The Directors expressed their satisfaction with the evaluation process.

24. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Act, 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 along with proper explanations relating to material departures, wherever applicable. 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 Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

25. AUDIT COMMITTEE:

The Audit Committee is in alignment with provisions of Section 177 of the Act, read with Rules issued there under and Regulation 18 of the SEBI Listing Regulations. The members of the Audit Committee are financially have experience in financial management.

The Audit Committee comprises of Mrs. Aarti M. Ramani, as Chairperson, Mr. Ambalal. C. Patel and Mr. Nilesh H. Sarvaiya as Members and Company Secretary to the Audit Committee. All recommendation made by Audit Committee were accepted by the Board of Directors of the Company.

26. AUDITOR AND AUDITORS REPORT: Statutory Auditor:

M/s Manesh Mehta & Associates, Chartered Accounts (Firm Registration No. 115832W) were appointed as Statutory Auditors of the Company at the 11th AGM till conclusion of 16th Annual General Meeting.

M/s. Manesh Mehta & Associates have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Act, and Rules issued there under (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Auditors report for the Financial Year ended March 31, 2023, on Financial Statements of the Company forms a part of this Annual Report.

The Auditors Report for the Financial Year ended March 31, 2023 does not contain any qualification, reservation or adverse remark.

Secretarial Auditor:

Pursuant to the provisions of section 204 of the Act, the Board has appointed Mrs. Shreya Shah, Practising Company Secretary (Certificate of Practice No. 15859), to undertake Secretarial Audit of the Company. The Secretarial Audit Report along with the Secretarial Compliance Report for the Financial Year ended March 31, 2023 is set out as Annexure II to this Report. Secretarial Auditor has made remarks regarding the following:

Qualifications

Explanation by the Board

Regulation 6 (1) of SEBI (LODR) R e g u l a t i o n s , 2015

The Company represented that on resignation of Ms. Divya Hisaria from the post of Compliance Officer w.e.f. 31st January, 2023, and having regard to the size of the Company, its level of activities and nature of operations no suitable candidate could be found.

However, the Company did appoint Ms. Krishna Agrawal as Compliance Officer w.e.f. 11th May, 2023.

Internal Auditor

Pursuant to section 138(1) of Companies Act, 2013 read with the Company (Accounts) Rules, 2014, Mr. Hitesh Panchal, a qualified Chartered Accountant is appointed as the Internal Auditor of the Company under whole-time employment.

The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board quarterly.

27. REPORTING OF FRAUDS BY AUDITORS

During the year under review, no instances of fraud were reported by the Statutory Auditor of the Company under section 143(12) of the Companies Act, 2013.

28. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report for the year under review is appended below: The objective of this report is to convey the Managements perspective on the external environment and steel industry, as well as strategy, operating and financial performance, material developments in human resources and industrial relations, risks and opportunities and internal control systems and their adequacy in the Company during the financial year 2022 23. This report should be read in conjunction with the Companys financial statements, the schedules and notes thereto and other information included elsewhere in the Integrated Report. The Companys financial statements have been prepared in accordance with Indian Accounting Standards (‘Ind AS) complying with the requirements of the Companies Act, 2013, (‘Act) and regulations issued by the Securities and Exchange Board of India (‘SEBI), each as amended from time to time.

A. BUSINESS

The Company is presently engaged in the business of Steel and Real Estate and Other Allied Services. Arrangements are in hand to diversify its line of business for the future growth and prosperity.

B. REVIEW OF OPERATIONS & FUTURE PROSPECTS

During the last year the operations of the Company were stable. The Board of your Company is exploring alternatives for improving its operations for long term growth.

C. OPPORTUNITIES AND THREATS, RISKS AND CONCERNS

Your Companys objective is to effect improvement in its operations. However, the Company is exposed to threats and risks, as faced by other organizations in general and those engaged in similar business, like adverse changes in the general economic and market conditions, changes in Government policies and regulations etc.

D. INTERNAL CONTROL SYSTEM

The Company has Internal control procedures commensurate with the nature of its business and size of its operations. The objectives of these procedures are to ensure efficient use and protection of Companys resources, accuracy in financial reports and due compliance of applicable statutes and Companys norms, policies and procedures.

E. HUMAN RESOURCES

There was no loss of work or any human resource related problem during the year.

Internal Controls systems and their adequacy

The Company has proactive approach to manage and mitigate the risks. The Company commitment towards effective risk management is for the sustainable growth and creating value for stakeholders. The - well drafted risk management framework, consistently enhances our ability to anticipate risks, take pre-emptive measures and respond with agility and confidence in managing them.

The Company believes that proactive risk management is a vital element for good corporate governance. Thus, helps in identifying the risk, exposure, potential impact, mitigation process, nonbusiness risk among others. These risks are timely reviewed by the board and mitigations strategies are suggested to reduce the impact. All this will help the Company to achieve favourable results.

The Company has all the main processes laid out to assure timely feedback on completion of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of asset and efficient use of resource.

The Companys Internal Auditor reviews the effectiveness of internal control on a regular basis to avoid fraud or any other issue arising in the daily operational activities.

The Company has formally created a Risk Management Policy in tune with the new regulatory requirements. The policies help in identifying and assessing the key risk areas. Based on the detailed review the following key risk have been identified:

Personnel Risk

Regulatory risks

Borrowing Risk

IT and System Risk

Liquidity risk

Input Costs Risk

Sales Market Risk

Project Implementation Risk

Legal Risk

Financial and Operations Review

The financials has affecting changes in the following ratio:

Particulars

FY 2022- 23 FY 2021- 22 Change (25% or more as compared to FY 2021-22) Detailed Explanations of Change, if any.

Current Ratio

0.21 0.26 -20 -
Debt Ratio NA NA - -

Debtors turnover

NA NA - -

Ratio Inventory Turnover

NA NA - -

Ratio Interest Coverage

NA NA - -

Ratio Operating Profit

NA NA - -

Margin Net Profit Margin

NA NA - -

Return on Net worth*

NIL NIL - -

* Due to negative net-worth the Return on Net-worth cannot be calculated.

Cautionary Statement

Statement in this Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include raw material availability and prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, tax regimes, economic developments withinIndia and the countries in which the Company conducts business and other incidental factors.

29. EXTRACT OF ANNUAL RETURN:

Pursuant to amendments in Sections 92, 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, requirement of the extract of Annual Return in Form MGT-9 is dispensed with.

Copy of the annual return will be made available on the website of the Company - www.spsl.com

30. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committees as it does not fall within purview of Section 135(1) of the Act and hence it is not required to formulate policy on Corporate Social Responsibility.

31. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION UNDER SECTION 134(3)(1) OF THE COMPANIES ACT, 2013

No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this Financial Statements relates and the date of this Report.

32. HUMAN RELATIONS AND INDUSTRIAL RELATIONS

Your Company firmly believes that employees are most valuable assets and Key players of business success and sustained growth. The Company continued to conduct various employee benefit, recreational and team building programs to enhance employee skills, motivation as also to foster team spirit.

33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Controls are an integrated part of the risk management process, addressing financial and reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of the internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional expert as well as testing of the internal financial control system by the internal auditors during the course of their audit. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

34. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Your Companys Whistleblower Policy encourages Directors and employees to bring to the Companys attention, instances of unethical behaviour, actual or suspected incidents of fraud or violation of the SPSL Code of Conduct that could adversely impact your Companys operations, business performance and/or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. It is your Companys Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. Whistle

Blower Policy is also available on the website of the Company at the web link: http://www.spsl. com/downloads/polices/whistle-blower-policy-spsl-2022.pdf

35. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The information on conservation of energy, technology and foreign exchange earnings and outgo as stipulated in Section 134(3) (m) of the Companies Act, 2013 and rules framed there under is enclosed in Annexure III.

36. RISK MANAGEMENT

Your Company has an elaborate risk management procedure and adopted a systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives.

37. 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

During the year under review, neither there is any application made nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)

38. 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

During the year under review, no such exercise has happened.

39. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or the same is not applicable to the company:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

3. Employee stock option scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/Directors;

4. Buy Back of shares of the Company.

5. Issue of Bonus Shares by the Company.

6. Preferential allotment or qualified institutional placement during the Financial Year 2022-23.

7. Maintenance of Cost Records as per Rule 8 (5) (ix) of The Companies (Accounts) Rules, 2014 and Section 148(1) of Companies Act, 2013.

8. The details of deposits which are not in compliance with the requirements of Chapter V of Companies Act, 2013;

9. The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year;

10. Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the year under review: There were no cases filed.

40. GREEN INITIATIVE

Your Company has adopted green initiative to minimize the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Report in electronic form.

41. ACKNOWLEDGEMENT:

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the Central and State Government, local authorities, bankers, customers, suppliers and business associates.

The directors are thankful to the shareholders for their continued support and the confidence reposed in the Company and its Management.

For and on behalf of the Board of Directors For SHREE PRECOATED STEELS LIMITED

Sd/-

AMBALAL C. PATEL

Place: Mumbai

CHAIRMAN

Date: July 25, 2023

DIN: 00037870