shyam century ferrous ltd Management discussions

Dear Shareholders,

Your Directors have pleasure in presenting the Eleventh Annual Report of the Company together with the Audited Balance Sheet as at 31st March, 2022 and the Statement of Profit & Loss for the year ended on that date.

FINANCIAL PERFORMANCE

The highlights of the financial performance of the Company for the financial year ended 31st March, 2022 as compared to the previous financial year are as under:-

(Rs in Lakhs)

Particulars	FY 21-22	FY 20-21
Total Income	21,250.46	13,568.06
Profit before Depreciation, Interest and Tax and exceptional item	7,910.52	2122.40
Depreciation	209.12	186.30
Interest and Finance Charges	63.19	79.58
Exceptional items	-	1,719.63
Profit/Loss Before Tax	7,638.21	136.89
Tax Expenses:
-Current Tax	1,812.53	-
-Income Tax for previous years	1.45	(1.99)
-Deferred Tax	137.81	(141.32)
Profit/Loss after Tax	5,686.42	280.20
Other comprehensive income for the year, net of tax	1.68	1.01
Total comprehensive income for the year	5,688.10	281.21

• Previous years figures were rearranged and regrouped wherever necessary.

FERRO ALLOY BUSINESS - INDUSTRY AT A GLANCE

India stood second position in production of crude steel. As per data available Country’s production of crude steel and finished steel recorded at 98.39 MT. and 92.82 MT. respectively.

With the growing industrialisation and aggressive urbanisation movement of the Government, the crude steel production of the country is estimated to increase by 18% to reach 120 Mn tonnes.

The growth in the Indian steel sector has been driven by the domestic availability of raw materials low cost labour. Ferro alloy business of the country depends on growth of the steel industry. Country’s ferro alloy business has potentiality to develop. With massive infrastructure need and expansion of steel production country’s ferro alloy industry is having huge prospect.

Indian ferro alloys is very much preferred in the World therefore, its growth prospect is very high. As per report of Steelworld the industry is estimated to grow at CAGR of 5.9% between 2017-2025, however, impact of Covid may defer the estimated growth. Low-cost manpower and easy availability of quartz/mn ore reserves made India competitive in international market.

In Financial year 21-22 Country’s production of crude steel and finished steel stood at 98.39 MT. and 92.82 MT., respectively. According to CARE Ratings, crude steel production is expected to reach 112-114 MT. (Mn tonnes).

The consumption of finished steel stood at 86.3 MT. in FY 21-22. The demand for steel is expected to increase by 17% to 110 Mn tonnes, driven by rising construction activities. During the year inspite of covid impact, country’s ferro alloy prices witnessed significant price gains. High demand from steelmakers along with supply shortages in numerous markets specially from China as well as freight and transportation issues, continued to push prices higher. Government’s various initiative like implementation of National Steel Policy in 2017, Steel scrap Recycling Policy helped to reduce import of steel thereby conserving foreign exchange reserves, Atmanirbhar Bharat initiatives contributing for development of the sector. National Steel Policy forsees 300 Mn tonnes (MT) steel-making capacity and 160 kgs per capita steel consumption by 2030-31. The Ministry of Steel prepared a draft policy framework for development of steel clusters in the country. In October 2021, the Government announced guidelines for the approved specialty steel production-linked incentive (PLI) scheme. Under the Union Budget 2022-23, the Government allocated 47 Crore to the Ministry of Steel. The budget’s focus is on creating infrastructure and manufacturing to propel the economy. The Government of India raised import duty on most steel items twice, each time by 2.5% and imposed measures including anti-dumping and safeguard duties on iron and steel items which will help to improve domestic players. Steel & Petroleum & Natural Gas Ministry launched

Mission Purvodaya’ to accelerate the development of the Eastern States of India e.g., Odisha, Jharkhand, Chhattisgarh, West Bengal and the northern part of Andhra Pradesh through establishment of an integrated steel hub in Kolkata, West Bengal. Eastern India which is having potential to add 75% of the country’s incremental steel capacity. It is expected to reach at 300 MT. capacity by 2030-31 and out of which 200 MT. can be generated from Eastern Region only.

Your Company continued to focus on its fundamental strength i.e., productivity and quality. Strong emphasis were given on reduction of cost, utilisation of internal efficiencies together with an improvement in the product mix which enabled your Company to withstand inflationary pressures on costs and profitability.

During the year under review, your Company has sold 14,546 MT. of Ferro Silicon as against 14,478 MT. recorded in previous year. Prices of ferro silicon was increased therefore sales realisation was also increased and cost control measures adopted by the Company helped to record a highest ever profit during the year. Your Company produced 14,955 MT. of Ferro Silicon during the year under review as against 14,124 MT. recorded in the Financial Year 2020-21. While your Company constantly strives to increase stakeholder’s value, emphasis continues to be on delivering value to customers and strengthening processes while driving sustainable practices, resulting into expanding customer base.

POWER BUSINESS

During the year under review, due to non-availability of coal, your Company focused on purchasing power therefore has not generated any power like previous year.

OPPORTUNITIES & THREATS, RISKS AND CONCERNS

Performance of the Company depends on the continued demand of our products in the steel and stainless steel industry. Ferro Silicon market in India is subdued for quite a period of time. Highest consumption of Ferro Silicon seen in Stainless Steel Sector followed by Mild Steel Sector. Government’s various initiatives to liberalise industrial policy, approval of National Steel policy and policy on Make in India’ and other infrastructural initiatives taken are expected to push the demand of ferro silicon.

Challenges being faced by the domestic companies due to short availability of raw materials and very high power cost, lack of infrastructural facilities for easy transportation of raw materials to the location affects the sector. Policy of the Government, regulatory changes and force majure events may also affect the development of domestic industry. Despite all threats, Indian Ferro alloy industry has tremendous growth prospect due to low per capital steel production, rapid industrialisation, urbanisation, infrastructural development, thriving automobile and railway sectors and other Government initiatives.

The Company has evolved a risk management framework to identify, assess and mitigate the key risk factors of the business. The Board of the Company is kept informed about the risk management of the Company.

PERFORMANCE AND OPERATIONS REVIEW

During the year under review, on a full year basis, the Company has posted total revenue of 21,250.46 Lakhs and Profit before Tax of 7,638.21 Lakhs in FY 21-22 as against 13,568.06 Lakhs and 136.89 Lakhs respectively during the previous financial year. Your Company produced 14,955 MT. of Ferro Silicon during the year under review as against 14,124 MT recorded in the Financial Year 2020-21.

SHARE CAPITAL

The paid up Equity Capital as on 31st March, 2022 was 2,221.73 Lakhs. During the year under review, the Company has neither issued any shares with differential voting rights nor granted stock options or sweat equity shares.

SHARES IN SUSPENSE ACCOUNT

Disclosures of the shares lying in Company’s Unclaimed Shares Suspense Account are given in the Report of Corporate Governance.

ANNUAL RETURN

In terms of requirement of section 134 (3) (a) read with Section 92(3) of the Companies Act, 2013, the Annual return of the Company has been placed on the Company’s website and can be accessed at the web link: http://shyamcenturyferrous.com/wp-content/uploads/2022/07/ Annual-Return-2021-22.pdf

MEETINGS OF THE BOARD

During the year, Four (4) Board Meetings and Four (4) Audit Committee meetings were convened and held on 9th June, 2021, 13th August, 2021, 01st November, 2021 and 25th January, 2022. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of the Board Meeting are provided in the Corporate Governance Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, meeting of Independent Directors was held on 25th March, 2022 wherein the performance of the Non-Independent Directors and the Board as a whole was reviewed. The Independent Directors at their meeting also, inter alia, assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors of the Company.

COMMITTEES OF THE BOARD

The composition and terms of reference of the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Finance Committee have been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee and Nomination and Remuneration Committee.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required under Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimisation of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy may be referred to at the Company’s website at the http://shyamcenturyferrous.com/ wp-content/uploads/2021/09/SCFL_Whistle-Blower-Policy. pdf

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The Board has framed a Remuneration Policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The remuneration policy aims to enable the Company to attract, retain and motivate highly qualified members for the Board and at other executive levels. The remuneration policy seeks to enable the Company to provide a well-balanced and performance-related compensation package, taking into account shareholders’ interests, industry standards and relevant Indian corporate regulations. The details on the same are given in the Corporate Governance Report. The said policy may be referred to at the Company’s website at the web link: http://shyamcenturyferrous.com/wp-content/ uploads/2019/04/SCFL_Remuneration-Policy.pdf

CODE OF CONDUCT

With intent to enhance integrity, ethics & transparency in governance of the Company your Company had adopted a Code of Conduct for Directors and Senior Management Personnel. The Code has been displayed on the Company’s website www.shyamcenturyferrous.com

COMPLIANCE WITH THE SECRETARIAL STANDARD AND INDIAN ACCOUNTING STANDARDS

The Company has complied with the applicable Secretarial Standards as recommended by the Institute of Company Secretaries of India. The Company has also complied with all relevant Indian Accounting Standards (Ind AS) referred to in section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 while preparing the financial statements.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement of Section 134 (3) (c) read with section 134 (5) of the Companies Act, 2013, the Directors hereby confirm and state that:

In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

The Directors have selected such accounting policies and have 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 31st March, 2022 and of the profit of the Company for the year under review.

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

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

The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

AUDITORS & AUDITORS REPORT

M/s. D.K. Chhajer & Co, Chartered Accountants (Firm Registration no. 304138E) Statutory Auditors of the Company, have been appointed by the members at the Tenth Annual General Meeting and shall hold office for a period of 5 years from the date of such meeting held on 30th September, 2021. The notes to the accounts referred to in the Auditors’ Report are self-explanatory and, therefore, do not call for any further comments.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its manufacturing activity is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s. B. G. Chowdhury & Co., Cost Accountants, (Firm Registration number 000064) as Cost Auditors of the Company for the financial year ended 31st March, 2022 in the Board Meeting held on 09th June, 2021. The remuneration proposed to be paid to them for the Financial year 2021-22, as recommended by audit committee, was ratified in the meeting of shareholders held on 30th September, 2021.

The Board of Directors of the Company on the recommendation of the Audit Committee, appointed M/s. B. G. Chowdhury & Co., Cost Accountants, (Firm Registration number 000064), as the Cost Auditors of the Company for the Financial Year 22-23 under section 148 of the Companies Act, 2013. M/s. B. G. Chowdhury & Co. have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141(3). The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm’s length relationship with the Company.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Members’ ratification for the remuneration payable to M/s. B. G. Chowdhury & Co., Cost Auditors for the Financial year 22-23 is included in the Notice convening the Annual General Meeting.

The cost audit report for the Financial Year 2020-21 was filed with the Ministry of Corporate Affairs on 22nd October, 2021.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MKB & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith marked Annexure-1. The report is self-explanatory and do not call for any further comments.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has not made any investment or provided guarantee or security in connection with a loan to any person exceeding the limit specified in Section 186 of the Companies Act, 2013.

Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions are entered on arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. In terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, there were no material contract or arrangement entered into by the Company with related parties as referred to in Section 188. Therefore, disclosure in Form AOC-2 is not applicable. However, the details of the transactions with the Related Party are provided in the Company’s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval has been obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

A policy on Related Party Transactions’ has been devised by the Company which may be referred to at the Company’s website at the web link http://shyamcenturyferrous.com/wp- content/uploads/2022/06/SCFL-Revised-Related-Party- Policy.pdf

RESERVES

During the year under review no amount was transferred to reserves.

DIVIDEND

The Board of Directors of your Company after considering holistically the relevant circumstances and in order to conserve resources for future plans has decided that it would be prudent, not to recommend any Final Dividend for the Financial Year 2021-22 (Previous year NIL).

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in section 134 (3) (m) of the Act and rules framed there under is mentioned below:

(A) Steps taken toward Conservation of energy:

Fan blade angle position has been reduced from 17 deg. to 13 deg. in cooling tower fan#2 of Ferro Alloy plant resulted reduction in Aux. Power consumption.

(B) Steps taken toward Technical Absorption:

• Charging Chute gate modification has been done in Conveyor belt # D & Skip resulted to arrest the spillage of raw materials.

• Furnace#2 shell new bricks and paste lining work has been done resulted to leakage arrest in tap hole side, reduce shutdown period & also improve the production quantity.

Cooling Tower hot basin modification work has been carried out resulted to arrest water leakage.

• Furnace #2 RCC bed casting done for Fesi hot metal in place of cast iron pan casting, resulted more thin cake to avoid dusting also less under size generation.

Bamboo being used in place of MS round during hot metal tapping , resulting less MS round consumption and reduce Fesi cost of production The Company has developed a Research & Development cell for carrying out R&D Projects in the plant with specific objective of development of advanced systems for quality improvement. During the year under review there was a Capital expenditure of NIL (PY 1.77 Lakhs) and no Revenue Expenditure in Research & Development.

(C) Foreign Exchange Earnings And Outgo

During the period under review, Foreign Exchange Earning was NIL (Previous Year NIL) and Foreign Exchange Outgo was NIL (Previous Year NIL).

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR) HEALTH CARE:

The initiatives were undertaken for free distribution of rice during the lock down period. During the Covid crisis period oxygen cylinders and concentrators were donated.

ANIMAL WELFARE

During the year financial assistance were provided for welfare of animals.

The Committee is headed by Mr. Rajesh Kumar Agarwal, Director of your Company and consists of Members as stated below:

Name	Category	Chairman/ Members
Mr. Rajesh Kumar Agarwal	Non Independent	Chairman
Mr. Aditya Vimalkumar Agrawal	Non Independent	Member
Mr. Pramod Kumar Shah	Independent	Member

Annual Report on CSR as required to be annexed in terms of requirement of Section 135 of Companies Act, 2013 and rules framed thereunder is annexed herewith and marked Annexure-2.

The CSR Policy of the Company is available on the Company’s website under the weblink: http://shyamcenturyferrous.com/ wp-content/uploads/2021/08/CSR-Policy-2021-1.pdf

EVALUATION OF THE BOARDS PERFORMANCE

In compliance with the Companies Act, 2013 and as per Listing Obligations and Disclosures Requirements Regulations formulated by the Securities and Exchange Board of India (SEBI), the Company has adopted a policy for evaluation of performance of the Board of Directors. The Board follows a formal mechanism for the evaluation of the performance of the Board as well as Committee.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The Nomination and Remuneration Committee at its meeting established the criteria based on which the Board will evaluate the performance of the Directors.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Non-Independent Directors and Board as a whole was also carried out by the Independent Directors.

The Directors expressed their satisfaction over the evaluation process and results thereof.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sajjan Bhajanka resigned as the Non-Executive Director of the Company with effect from close of the business hours of 01st November, 2021. The Board places on record its appreciation for the services rendered by Mr. Sajjan Bhajanka during his tenure as the Non-Executive Director of the Company. On the recommendation of the Nomination & Remuneration Committee, the Board of Directors at its meeting held on 01st November, 2022 had appointed Mr. Venkata Krishna Nageswara Rao Majji (DIN: 07035891)

as an Additional Director in Non-Executive category of the Company and subsequently he ceased to be a Director w.e.f. close of the business hours of 28th February, 2022. Your Board record its appreciation for the services rendered by Mr. Venkata Krishna Nageswara Rao Majji during his association with the Company.

On the recommendation of the Nomination & Remuneration Committee, the Board of Directors at its meeting dated 01st November, 2021, appointed Mr. Aditya Vimalkumar Agrawal (DIN: 03330313), Non - Executive Director as the Managing Director of the Company with effect from 01st November, 2021 upto 31st October, 2024 subject to approval of the shareholders of the Company by way Special Resolution at the ensuing General Meeting.

Mr. Aditya Vimalkumar Agrawal, aged about 32 years is a Commerce Graduate from Calcutta University and has also completed Master’s degree in Business administration. He joined the Company in the year 2015 and after his association with the Company, he has been able to run the organisation with better and effective cost control, cost reduction and with better strategy. He has also completed his leadership program from IIM Calcutta which has further helped in leading the organisation towards a better milestone. He is actively involved in the business and is taking care of all the strategic planning of the organisation.

Mr. Aditya Vimalkumar Agrawal has given his consent for appointment and has confirmed that he does not suffer from any disqualifications for appointment.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 9th June, 2021 appointed Mr. Uday Bahadur Chetri as the new Chief Financial Officer and Key Managerial Personnel of the Company with effect from 9th June, 2021.

On the recommendation of the Nomination & Remuneration Committee, the Board of Directors at its meeting held on 17th May, 2022, appointed Mr. Sumanta Kumar Patra, Chief Executive Officer (DIN: 09607152) as the Wholetime Director of the Company with effect from 17th May, 2022 upto 16th May, 2025. In terms of Regulation 17(1C) of the Listing Regulations, the listed entity is required to obtain approval of the shareholders for the appointment of new Director at the next General Meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, the shareholders of the Company needs to approve the appointment of Mr. Sumanta Kumar Patra, Chief Executive Officer as a Wholetime Director of the Company, by way of special resolution through postal ballot by way of voting through electronic means or by the next General Meeting whichever is earlier.

Mr. Sumanta Kumar Patra, aged about 42 years, is an Electrical Engineer having 20 years of experience in Ferro Alloys. He is responsible for overall performance of the Company by taking care of administration, planning, co-ordination, technical and commercial aspects. He has expertise in techno commercial dealing and finalisation of project, executing projects as well as managing operation and maintenance of plants, raw material planning and procurement, production and operation of Ferro silicon and costing and liasoning and overall administration

Mr. Sumanta Kumar Patra has given his consent for appointment and has confirmed that he does not suffer from any disqualifications for appointment.

In accordance with the provisions of Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Rajesh Kumar Agarwal will retire by rotation and being eligible, offers himself for re-appointment. In view of his considerable experience, your Directors recommend his re- appointment as Director of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Listing Regulations.

Mr. Nirmalya Bhattacharyya, Mrs. Plistina Dkhar and Mr. Pramod Kumar Shah are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in section 149 of the Act and the Rules made thereunder and the Listing Regulations about their status as Independent Director of the Company.

Your Board of Directors formed opinion that the Independent Directors of the Company are maintaining highest standard of integrity and possessing expertise, requisite qualifications and relevant experience in the fields of Administration, General management, Accounts & Finance, Audit , Internal Audit, Taxation, Risk, Board procedures, Governance etc., for performing their role as Independent Directors of the Company. Regarding proficiency, all Independent Directors have registered themselves in the Data Bank maintained with the Indian Institute of Corporate Affairs (IICA), Manesar. In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self- assessment test conducted by the IICA within a period of two (2) year from the date of inclusion of their names in the data bank. Mrs. Plistina Dkhar, Independent Directors is exempted from qualifying online proficiency test’ due to her relevant experience in listed companies and the Companies with Paid up equity Capital is 10 Crore and more. Mr. Nirmalya Bhattacharyya (appointed w.e.f. 01st April, 2021) will appear in online proficiency test’

within the period of 2 (two) years from the date of inclusion of their name in the data bank. Mr. Pramod Kumar Shah was appeared in online proficiency test’ within the period of 1 (one) year from the date of inclusion of his name in the data bank and has successfully qualified the test.

FAMILIARISATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS

In order to enable the Independent Directors to perform their duties optimally, the Board has devised a familiarisation programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. They are periodically updated about the development which takes place in the Company. The Independent Directors have been issued Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and commitments etc. The familiarisation program is available on the Company’s website under the weblink: http://shyamcenturyferrous.com/ wp-content/uploads/2015/10/Familiarization_Programme_ for_Independent_Directors.pdf SUBSIDIARY, ASSOCIATE AND JOINT VENTURE The Company does not have any subsidiary, associate and joint venture.

CHANGES IN NATURE OF BUSINESS, IF ANY

There has not been any change in the nature of business.

DEPOSITS

During the year under report, the Company has not accepted any deposits from public or from any of the Directors of the Company or their relatives falling under ambit of Section 73 of the Companies Act, 2013.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS

(i) The Director of Mineral resources, Meghalaya, Shillong vide its Demand notice dated 19th February, 2020 raised a demand against the Company for payment of royalty, MEPRF, VAT/GST for an amount of 1738.99 Lakhs in pursuance to the National Green Tribunal (NGT) order dated 17.01.2020 passed in O.A. No. 110 (THC)/2012 against the Company and other Cement and Power Companies in Meghalaya for alleged illegal coal procurement.

The Company has not purchased any illegal coal and has complied with all disclosure requirements of the various Government departments. The report of NGT Committee has been founded on the basis of assumptions and not on hard facts. The Company backed by the legal opinions, believed that it has a good case in the matter as the said order was issued on the basis of certain hypothetical assumptions and without giving any opportunity of being heard to the Company. Accordingly, the Company has preferred an appeal before the Appex Court which is pending and accordingly no provisions has been made in the accounts. (Refer Note no. 43(b) of Notes to Accounts).

(ii) In respect of demand letter received from Central Excise authority for refund of Education Cess and Secondary & Higher Education Cess amounting to 112.04 Lakhs, the Company has filed a writ petition before the Hon’ble Meghalaya High Court for quashing of demand notice, the Meghalaya High Court has stayed the said demand notice matter is now sub-judice and final hearing of the case is yet to be conducted, therefore, no provision have been taken in the books of account. (Refer Note no. 43(a) of Notes to Accounts).

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes or commitments have occurred between the end of the financial year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

CREDIT RATINGS

Your Company enjoys a sound reputation for its prudent financial management and its ability to meet financial obligations. CARE Ratings, has reaffirmed the Company’s short term rating to "CARE A3+" (pronounced CARE A three plus, outlook stable) and the long term rating to "CARE BBB+, Stable" (pronounced as CARE Triple B Plus; Outlook: Stable).

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company maintains comprehensive internal control system, commensurate with the size of its operations and monitoring procedure for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

The Board ofDirectors of the Company on the recommendation of the Audit Committee, re-appointed M/s. K. Baldawa & Co., Chartered Accountants, as the Internal Auditors of the Company for the Financial Year 2022-23 under section 138 of the Companies Act, 2013. M/s. K. Baldawa & Co., have confirmed about their re-appointment. The Internal Auditors periodically reviews the effectiveness and efficacy of Internal

Control Systems and procedures. Audits are finalised and conducted based on internal risk assessments. Significant deviations from the standard procedures are brought to the notice of the Audit Committee/Board periodically and corrective measures are recommended for implementation. All these steps facilitate timely detection of any irregularities, frauds and errors and early remedial measures to be undertaken so that no monetary losses are sustained. Significant audit observations, if any, and corrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

DETAILS OF SIGNIFICANT CHANGES (I.E., CHANGES OF 25% OR MORE) IN KEY FINANCIAL RATIO AND CHANGE IN RETURN ON NETWORTH ALONGWITH DETAILED EXPLANATIONS

Key Financial Ratios	FY 21-22		FY 20-21	% change
Explanation for significant changes
Debtors Turnover ratio	5.91	0.07	8770.18	Due to increase in sales on advance basis.
Inventory Turnover ratio	9.75	1.85	427.80	Due to improved market condition of ferro silicon in comparison with last year
Interest Coverage ratio	125.19	26.67	369.40	Due to lower utilisation of debt
Current ratio	10.72	7.54	42.27	Due to increase in cash & bank position in the current year
Debt Equity ratio	0.002	0.04	(93.17)	Due to repayment of car loan
Operating Profit Margin (%)	34.66	8.85	291.57	Due to better realisation and improved market scenario.
Net Profit Margin	0.27	0.02	1148.95	Due to better realisation and improved ferro silicon market
Return on Net Worth	0.33	0.02	1269.38	Due to better realisation and improved ferro silicon market

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with a statement containing particulars of employees as required under Section 197 of Companies Act, 2013 read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and marked Annexure- 3 and forms part of this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

DETAILS OF DIFFERENCE IN VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company values the integrity and dignity of its employees. The Company has put in place a Policy on Prevention of Sexual Harassment’ as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Sexual Harassment Act") and has constituted the Committee with internal and external members. We affirm that adequate access has been provided to any complainants who wish to register a complaint under the policy. No complaint was received during the year.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the Listing Obligations and Disclosures Requirements Regulations formulated by the Securities and Exchange Board of India (SEBI). A separate section on corporate governance, along with a certificate from the auditors confirming the compliance, is annexed and forms part of the Annual Report. This certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

As required under Regulation 17(8) of the Listing Obligations and Disclosures Requirements Regulations formulated by the Securities and Exchange Board of India (SEBI), the CEO and CFO certification has been submitted to the Board and a copy thereof is contained in this Annual Report.

RISK MANAGEMENT

Risk management refers to the practice of identifying potential risks in advance, analysing them and taking precautionary steps to reduce the risk. The Company has evolved a risk management framework to identify, assess and mitigate the key risk factors of the business. The Board of the Company is kept informed about the risk management of the Company.

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

The Company has always provided a congenial atmosphere for work to all sections of society. It has provided equal opportunities of employment to all irrespective to their caste, religion, color, marital status and sex. The Company believes that human capital of the Company is its most valuable assets and its human resource policies are aligned towards this objective.

The year 2020-21 saw the outbreak of COVID 19 Pandemic and organisations were affected. The Company was extremely proactive in managing the crisis and ensuring the safety and wellbeing of its employees. With the beginning of the new Financial Year 2021-22, the COVID-19 pandemic was far from over, but there was the light at the end of the tunnel as more and more people got vaccinated and HR helped in organising free vaccinations camps for employees across locations.

The Company focuses on enhancing organisational performance by focusing on quick grievance resolution mechanisms and maintaining cordial relations with employees and workmen across all levels. The relation amongst its employees remained harmonious and the year under review remained free from any labor unrest.

During the year under review, there has not been any material changes in human resources, industrial relations and number of people employed.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted Companies to send copies of Annual report, Notices, etc., electronically to the email IDs of shareholders. Your Company has arranged to send the soft copies of these documents to the registered email IDs of the shareholders. To support the Green Initiative’, Members who have not registered their email addresses are requested to register the same with the Company’s Registrar and Share Transfer Agent/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA and SEBI circulars, in view of the prevailing situation of the Pandemic, owing to the difficulties involved in dispatching of the physical copies of the Notice of the 11th AGM and the Annual report of the Company for the financial year ended 31st March, 2022 are being sent only by email to the Members. A newspaper advertisement in this regard is being published.

CAUTIONARY STATEMENT

Statements in this report describing the Company’s objectives, expectations or predictions, 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 the Company’s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, potential impact of the ongoing COVID-19 pandemic and related public health issues on economy of country, our business, the businesses of our customers, vendors and partners and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and State Governments and their departments and the Local Authorities, Customers, Vendors, Business partners/associates and Stock Exchanges for their continued guidance and support.

The Directors regret the loss of life due to Covid-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic. Your Directors would also like to place on record their sincere appreciation for the commitment, dedication and hard work put in by every member of the Company and recognise their contribution towards Company’s achievements. Your Directors express their gratitude to the shareholders of the Company for reposing their confidence and trust in the Management of the Company.

		For and on behalf of the Board of Directors
	Rajesh Kumar Agarwal	Aditya Vimalkumar Agrawal
Place: Kolkata	Director	Managing Director
Date:17th May, 2022	(DIN: 00223718)	(DIN: 03330313)