shyam metalics energy ltd share price Directors report

To the Members,

Your Directors are pleased to present the 21st (Twenty First) Annual Report and Audited Financial Statement of the Company for the year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended 31st March, 2023 is summarized as below:

(Rs in Crores)

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Revenue	6306.20	4753.58	12722.19	10453.96
Operating EBITDA	479.99	1145.67	1486.03	2599.89
Add: Other Income	62.99	95.17	112.01	60.00
Less: Interest (Finance Cost)	37.79	8.96	93.13	23.17
Profit before Depreciation/amortization and taxes (PBDAT)	505.19	1231.88	1504.91	2636.72
Less: Depreciation and amortization	207.82	119.61	463.08	272.40
Profit before tax (PBT)	297.37	1112.27	1041.83	2364.32
Adjustments for taxation
Current Tax	21.00	197.21	234.59	539.46
Deferred Tax	(22.66)	4.00	(41.17)	(0.08)
Mat Credit Utilised	0.00	100.79	0.00	100.79
Profit after tax (PAT)	299.03	810.27	848.41	1724.15
Other comprehensive income for the year	16.62	40.83	15.36	43.57
Total comprehensive earning for the year	315.65	851.10	863.77	1767.72

FINANCIAL PERFORMANCE

The Standalone Gross Income for the financial year 2022-23 stood at Rs 6306.20 crores (P.Y Rs 4753.58) representing a growth of 32.66%. During the financial year ended 31st March, 2023, your Company recorded a profit before tax of Rs 297.37 crores as against Rs 1112.27 crores in previous year a decrease of 73.26%. Net profit after tax also decreased by 63.09% at Rs 299.03 crores compared to Rs 810.27 crores in previous year. EBIDTA Margin was at 7.61% in F.Y 2022-23 as compared to 24.10% in F.Y 2021-22.

The Gross consolidated revenue has increased from Rs 10453.96 crores in F.Y 2021-22 to Rs 12722.19 crores in F.Y 2022-23 representing a growth of 21.70%. PBT decreased from Rs 2364.33 crores in F.Y 2021-22 to Rs 1041.83 crores in the F.Y 2022-23, a decline of 55.93%. PAT decreased from H1724.18 crores in F.Y 2021-22 to H848.41 crores in F.Y 2022-23, a decline of 50.79%. Finance cost was increased from Rs 23.16 crores in F.Y 2021-22 to Rs 93.13 crores in F.Y 2022-23. EBIDTA declined from Rs 2599.89 crores in F.Y 2021-22 to Rs 1486.03 crores in F.Y 2022-23, a decline of around 42.84% on account of lower realisation of products, increase in power and energy cost, increase in prices of critical Raw Materials & Overheads.

ACQUISITIONS AND INVESTMENTS

The Company has acquired the following Companies indirectly through its subsidiary.

1. S S Natural Resources Private Limited - On 23rd May, 2022, Shyam Sel and Power Limited (Wholly owned Subsidiary of the Company) had acquired 366000 (60%) Equity Shares of S S Natural Resources Pvt. Ltd. Subsequent to which S S Natural Resources Pvt. Ltd. has become a subsidiary of Shyam Sel and Power Limited.

2. Ramsarup Industries Limited – Ramsarup Industries Limited was admitted under the Corporate Insolvency Resolution Process (CIRP) by the Honble National Company Law Tribunal (NCLT), Kolkata Bench, vide its order dated 8th January 2018. The resolutions plan submitted by the consortium of S S Natural Resources Private Limited and Shyam SEL And Power Limited was duly approved by the Honble NCLT, Kolkata Bench vide its Order dated 4 September, 2019. Further, Honble NCLT vide its Order dated 6 April, 2022, directed to implement the Approved Resolution Plan. Accordingly, the Monitoring Agency implemented the approved Resolution Plan on 5th May, 2022 and 50,00,000 Equity Shares were issued to S S Natural Resources Pvt. Ltd. on 5th May, 2022, by virtue of which, Ramsarup Industries Limited became a Wholly-owned subsidiary of S S Natural Resources Pvt. Ltd.

Since S S Natural Resources Pvt. Ltd has become a subsidiary of Shyam Sel and Power Limited on 23 May, 2022, therefore, Ramsarup Industries Ltd. has become step-down subsidiary of Shyam Sel and Power Limited.

3. Shyam Metalics Flat Product Private Limited – On 14 February, 2023, Shyam Sel and Power Limited (Wholly owned Subsidiary of the Company) had acquired 10000 (100%) Equity Shares of Shyam Metalics Flat Product Pvt. Ltd. Subsequent to which Shyam Metalics Flat Product Pvt. Ltd. has become a subsidiary of Shyam Sel and Power Limited.

4. Shaym Metalics International DMCC was incorporated on 17 August, 2022 in Dubai (UAE) as the Wholly Owned Subsidiary of Shyam Sel and Power Ltd.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION AND CHANGE IN BUSINESS

There have been no material change(s) and commitment(s), except elsewhere stated in this report, affecting the financial position of the Company between the end of the financial year of the Company i.e. March 31, 2023 and the date of this Report. There has been no change in the nature of business of the Company during the financial year ended on March 31, 2023.

STATE OF COMPANYS AFFAIRS

Shyam Metalics and Energy Ltd. is a leading integrated metal producing company with a focus on long steel products and ferro alloys. It is amongst the largest producers of ferro alloys in terms of installed capacity and the fourth-largest player in the sponge iron industry. The Company is primarily engaged in the production of long steel products such as iron pellets, sponge iron, steel billets, TMT, structural products, wire rods, and ferro alloys.

OPERATIONAL HIGHLIGHTS

A brief highlight of the production on Y-O-Y basis of the Company in comparison to the installed capacity is as mentioned below:

STANDALONE

Sl. No. Particulars	F.Y 2022-23			F.Y 2021-22
	Effective Installed Capacity (MTPA)	Production (MTPA)	Capacity Utilisation (%)	Effective Installed Capacity (MTPA)	Production (MTPA)	Capacity Utilisation (%)
1. IRON PELLET	2100000	1391067	66.24%	1800000	1108337	92.24
2. SPONGE IRON	1056000	954412	90.38%	957000	688177	81.63
3. BILLETS	750630	676671	90.15%	407920	481632	118.07
4. LONG PRODUCT	742500	577513	77.78%	440000	394633	89.69
5. FERRO PRODUCT	105000	94702	90.19%	98000	82621	84.31

CONSOLIDATED

Sl. No. Particulars	F.Y 2022-23			F.Y 2021-22
	Effective Installed Capacity (MTPA)	Production (MTPA)	Capacity Utilisation (%)	Effective Installed Capacity (MTPA)	Production (MTPA)	Capacity Utilisation (%)
1. IRON PELLET	3900000	2877111	74%	3013151	2139789	71.01
2. SPONGE IRON	2205000	1912755	87%	1640250	1429028	87.12
3. BILLETS	1440150	1446913	100%	912702	834344	91.41
4. LONG PRODUCT	1431500	1292841	90%	931633	853575	91.62
5. FERRO PRODUCT	212920	216464	102%	205920	205331	99.71
6. ALUMINIUM	24000	11683	49%	0	0	0

Further, a Comparison of Standalone and Consolidated product wise Sales of the Current financial year to the Previous financial year is as mentioned below:

STANDALONE

Sl. No. Particulars	F.Y 2022-23		F.Y 2021-22
	Quantity (MT)	Amount (Rs In Crores)	Quantity (MT)	Amount (Rs In Crores)
1. IRON PELLET	676846	588.35	899168	1112.34
2. SPONGE IRON	353416	1106.12	245244	752.38
3. BILLETS	108622	517.06	89622	383.47
4. LONG PRODUCT	526873	2797.70	375573	1830.62
5. FERRO PRODUCT	66703	744.72	80939	548.34

CONSOLIDATED

Sl. No. Particulars	F.Y 2022-23		F.Y 2021-22
	Quantity (MT)	Amount (Rs In Crores)	Quantity (MT)	Amount (Rs In Crores)
1. IRON PELLET	1214350	1045.78	1468870	1828.72
2. SPONGE IRON	602907	1911.31	580035	1768.03
3. BILLETS	207418	988.96	179726	781.93
4. LONG PRODUCT	1124031	5987.44	806122	3947.44
5. FERRO PRODUCT	179645	1820.88	203818	1915.21
6. ALUMINIUM	11337	416.36	0	0
7. STAINLESS STEEL – WRM – MCL	3980	43.05	0	0

During FY23, production of steel increased by 34.08% (y-o-y) to hit a record of 36,94,365 MTPA as against 27,55,400 MTPA in FY22, whereas the sales of various steel products during FY23, also reached the highest ever level of 17,32,460 MT, an increase of 2.48% (y-o-y) as compared to 16,90,546 MT in FY22.

On Consolidated basis the production increased from 54,62,067 MTPA to 77,57,767 MTPA, a growth of around 42.03% y-o-y basis, whereas Sales increased from 32,38,571 MTPA to 33,43,668 MTPA, a growth of 3.25% y-o-y basis.

POWER

During FY23, the power generation was 127.65 MW as against 122.82 MW in FY22.

DIVIDEND

During the year under review, your Company had declared an interim dividend @ 18% (Rs 1.80/- per equity share) on 2nd August, 2022. The same was paid on 25th August, 2022.

The Company had paid the final dividend @ 27% (Rs 2.70/- per equity share) for the FY 2021-22 pursuant to the approval of shareholders at the annual general meeting. The same was paid on 14th October, 2022.

For the Financial Year 2022-23, your Company has not recommended any final dividend.

The dividend pay-out is in accordance with the Companys Dividend Distribution Policy. Further, in terms of the provisions of the Finance Act, 2020, dividend shall be taxed in the hands of shareholders and the Company shall withhold tax at source at the applicable rates as per the Income Tax Act, 1961.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations), the Board of Directors of your Company had approved the Dividend Distribution Policy. The Policy may be accessed on the website of the Company at: https: //www.shyammetalics.com/wp-content/ uploads/2022/04/DividendfiDistributionfiPolicy.pdf The objective of this policy is to establish the parameters to be considered by the Board of Directors of your Company before declaring or recommending dividend.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the reserve from surplus. An amount of H299.03 crores (previous year H810.27 crores) is proposed to be held as Retained Earnings.

CAPEX AND LIQUIDITY

During the period under review, the Company, on a consolidated basis spent H1578.92 Crores on capital projects largely towards ongoing growth projects in India, essential sustenance and replacement schemes.

CREDIT RATING

The Company has updated the financial credit rating to AA/ Stable for long term banking facilities and A1+ for short term banking facilities by CRISIL. The rating emphasizes the financial strength of the Company in terms of the highest safety with regard to timely fulfilment of its financial obligations. The above rating continues to draw strength from promoters experience, operational eficiency by virtue of having an integrated plant, production of value-added products fetching higher margins, increasing profit levels and moderate its financial position.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 ("the Act"), the SEBI (LODR) Regulations, 2015 and Ind AS, the Audited Consolidated Financial Statements are provided in the Annual Report.

SHARE CAPITAL

During the FY23, there was change in the Authorised Share Capital of the Company. The Authorised Share Capital was increased from Rs 290,00,00,000/- (Rupees Two Hundred Ninety Crores) divided into 29,00,00,000 Equity Shares of Rs 10/- each to Rs 4,00,00,00,000/- (Rupees Four Hundred Crores) divided into 40,00,00,000 Equity Shares of Rs 10/- each.

There was no change in the Paid Up Capital of the Company and as on 31 March, 2023, the Paid Up Capital of the Company stood at Rs 2,55,08,06,880/- (Rupees Two Hundred Fifty Five Crore Eight Lacs Six Thousand Eight Hundred And Eighty) divided into 25,50,80,688 Equity Shares of Rs 10/- each.

The Company has not issued any shares or securities with difierential voting rights nor granted stock options nor sweat equity.

DEPOSITS

The Company has not accepted/received any deposits during the year under report, falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

RELATED PARTY TRANSACTIONS

In terms of Section 188 of the Act read with rules framed there under and Regulation 23 of the SEBI (LODR) Regulations, your Company has in place Related Party Transactions Policy dealing with related party transactions. The policy may be accessed at: https://www.shyammetalics.com/wp-content/uploads/2023/05/ Policy-for-Transaction-with-Related-Parties. pdf During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. There were no materially significant related party transactions made by the Company during the year that would have required the approval of the shareholders under Regulation 23 of the Listing Regulations.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23 and hence does not form part of this report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Accounts 2022-23.

PARTICULARS OF LOANS, GUARANTEES SECURITIES AND INVESTMENTS

Details of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements.

SUBSIDIARIES ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has one material Subsidiary namely Shyam Sel and Power Limited, one Associate namely, Meghana Vyapaar Private Limited and one Joint Venture namely MJSJ Coal Limited. During the year under review, the Board of Directors reviewed the affairs of material subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

A separate statement containing performance and highlights of Financial Statements of subsidiary, associate and joint venture companies is provided in the prescribed Form AOC-1 as Annexure - I and forming part of this report.

The financial statements of subsidiary companies are kept open for inspection by the shareholders at the registered office of the Company during business hours on all days except on Saturdays, Sundays and on public holidays upto the date of the Annual General Meeting ("AGM") as required under Section 136 of the Act. Any member desirous of obtaining a copy of the said financial statements may write to the Company at its Registered Office. The audited financial statements including the consolidated financial statements and all other documents required to be attached thereto and financial statements of the subsidiary Company have been uploaded on the website of your Company at www.shyammetalics.com.

There have been no subsidiaries, joint ventures and associates during the year under review that have become or ceased to be the subsidiaries, joint ventures and associates.

Your Company has framed a policy for determining "Material Subsidiary" in terms of Regulation 16(c) of Listing Regulations. The policy may be accessed on the website of the Company at: https://www.shyammetalics.com/wp-content/uploads/2023/05/ Policy-for-determining-Material-Subsidiary.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board comprises of an optimum mix of Executive and Non-Executive Directors including Independent Directors. As on March 31, 2023, the Board consists of 10 (ten) Directors, including and headed by Non-Executive Chairman, four Executive Directors, and five Independent Directors out of which one is a Woman Director. During the year under review, there has been change in the composition of the Board. Mr. Bhagwan Shaw (DIN: 03419298) had resigned from the position of Whole time Director w.e.f 8th November, 2022 due to personal reason, Mr. Venkata Krishna Nageswara Rao Majji (DIN: 07035891) had resigned from the position of Independent Director of the Company Effective from 14th February, 2023 due to personal reason and other professional commitment, Mr. Ajay Choudhury (DIN: 00040825) had resigned from the position of Independent Director of the Company Effective from 14th February, 2023 due to personal reason and other professional commitment and Mr. Nand Gopal Khaitan (DIN: 00020588) was appointed as an Independent, Non- Executive Director of the Company for a period of 5 (five) years w.e.f 14th February, 2023 till 13th February, 2028. Consequently, the Committees of the Board were re-constituted.

During the year under review, the shareholders of the Company through Postal Ballot approved the following:

1. Re-appointment of Mr. Ajay Choudhury (DIN: 00040825) as an Independent, Non-Executive Director of the Company for another period of 5 (five) years w.e.f 6th April, 2023 till 5th April, 2028

2. Re-appointment of Mr. Ashok Kumar Jaiswal (DIN: 00545574) as an Independent, Non-Executive Director of the Company for another period of 5 (five) years w.e.f 16th January, 2023 till 15th January, 2028

3. Re-appointment of Mr. Yudhvir Singh Jain (DIN: 06507365) as an Independent, Non-Executive Director of the Company for another period of 5 (five) years w.e.f 16th January, 2023 till 15th January, 2028

4. Re-appointment of Mr. Kishan Gopal Baldwa (DIN: 01122052) as an Independent, Non-Executive Director of the Company for another period of 5 (five) years w.e.f 15th May, 2023 till 14th May, 2028

5. Appointment of Mr. Nand Gopal Khaitan (DIN: 00020588) as an Independent, Non- Executive Director of the Company for a period of 5 (five) years w.e.f 14th February, 2023 till 13th February, 2028 In accordance with the requirement of the Companies Act, 2013, Mr. Sanjay Kumar Agarwal (DIN: 00232938) Director retires by rotation and being eligible, ofier himself for re-appointment. Members approval is being sought at the ensuing AGM for his re-appointment.

During the period under Review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transaction with the Company, other than the sitting fees and commission, as applicable, received by them.

As on 31 March, 2023 and in terms of Section 149 of the Companies Act, 2013 Mr. Ashok Kumar Jaiswal, Mr. Yudhvir Singh Jain, Mr. Kishan Gopal Baldwa, Ms. Rajni Mishra and Mr. Nand Gopal Khaitan are the Independent Directors of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from each of the Independent Directors that they, respectively, meet the criteria of independence prescribed under Section 149 read with Schedule IV of the Act and rules made there under, as well as Regulations 16(1)(b) and 25(8) of the SEBI (LODR) Regulations, 2015. Based on the declarations received, the Board considered the independence of each of the Independent Directors in terms of above provisions and is of the view that they fulfil the criteria of independence and are independent from the management. In terms of Section 150 of the Companies Act, 2013 and rules framed there under, the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) and has confirmed to comply with the requirements of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), within the prescribed timeline.

KEY MANAGERIAL PERSONNELS (KMP)

During the year under review, there has also been a change in the composition of the Key Managerial Personnel. Mr. Shree Kumar Dujari had resigned from the office of the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company w.e.f. 8th November, 2022.

In terms of Section 203 of the Companies Act, 2013, following are the KMPs of the Company as on 31st March, 2023: Mr. Brij Bhushan Agarwal - Vice Chairman and Managing Director Mr. Sanjay Kumar Agarwal - Joint Managing Director Mr. Deepak Agarwal - Whole-Time Director & Chief Financial Officer (Appointed as CFO on 5th May, 2023)

Mr. Dev Kumar Tiwari – Whole-Time Director Mr. Birendra Kumar Jain – Company Secretary

PERFORMANCE EVALUATION

The Board of Directors understands the requirements of an Effective Board Evaluation process and accordingly conducts the Performance Evaluation every year in respect of the following:

• Board of Directors as a whole

• Committees of the Board of Directors

• Individual Directors including the Chairman of the Board of Directors In compliance with the requirements of the provisions of Section 178 of the Act, the Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI in January, 2017, a performance evaluation was carried out internally for the Board, Committees of the Board, Individual Directors including Chairman of the Board for the financial year ended March, 2023. During the year under review, the Company has complied with all the criterias of evaluation as envisaged in the SEBI Circular on Guidance Note on Board Evaluation such as preparation, participation, conduct and Effectiveness.

The key objectives of conducting the Board evaluation process were to ensure that the Board and various committees of the Board have appropriate composition and they have been functioning collectively to achieve common business goals of the Company. Similarly, the key objectives of conducting performance evaluation of the Directors through individual assessment and peer assessment were to ascertain if the directors actively participate in the Board / committee meetings and contribute to achieve the common business goals of the Company.

All the Directors carry out the aforesaid performance evaluation in a confidential manner and provide their feedback on a rating scale of 1 to 5 in the specified formats. The performance evaluation feedback of all the Directors including Chairman is discussed by the Independent Directors in their separate meeting and forward their recommendation to the Chairperson of the Nomination and Remuneration Committee (NRC). Thereafter, the NRC forward the recommendation to the Board of Directors.

The outcome of such performance evaluation exercise was discussed during the year at a separate meeting of the independent directors held on 14th February, 2023, and subsequently by the Nomination and Remuneration Committee held on 5th May, 2023. The NRC forwarded their recommendation based on such performance evaluation process to the Board of Directors.

After completion of internal evaluation process, the Board at its meeting held on 5th May, 2023 also discussed the performance evaluation of the Board, its committees and individual directors. The performance evaluation of the Independent Directors of the Company was done by the entire Board of Directors, excluding the Independent directors being evaluated. The Board expressed its satisfaction with the evaluation process and the results thereof.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The details of the training and familiarization program are provided in the Corporate Governance Report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website, at: https:// www.shyammetalics.com/wp-content/themes/shyam/assets/ investors/announcement/terms-and-conditions-ID.pdf

BOARD AND COMMITTEES OF THE BOARD

Board Meetings:

The Board of Directors met 4 (four) times during the period under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. For further details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

Committee Meetings:

Pursuant to the various requirements under the Act and the Listing Regulations and to focus on specific areas and make informed decisions in line with the delegated authority, the Board of Directors has constituted the following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Executive Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report.

LISTING ON STOCK EXCHANGES

The Companys shares are listed on Bombay Stock Exchange (BSE) Limited and the National Stock Exchange of India (NSE) Limited.

CODE OF CONDUCT

The Code of Conduct is based on the principle that business should be conducted in a professional manner with honesty and integrity and thereby enhancing the reputation of the company. The Code ensures lawful and ethical conduct in all Affairs and dealing of the company.

The same can be accessed on the Companys website at weblink: https://www.shyammetalics.com/wp-content/uploads/2021/08/ SMEL-Policy-DocfiCode-of-Conduct.pdf

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating Effectively.

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI (LODR) Regulations, the policy on Nomination and Remuneration of Directors, KMPs and Senior Management of your Company and the criteria for determining qualifications, positive attributes and Independence of a director as specified in the relevant provision is uploaded on the website of the Company and may be accessed at: https://www.shyammetalics.com/wp-content/uploads/2021/08/ SMEL-Policy-Doc-Nomination-and-Remuneration.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, from time to time, a statement showing the names and other particulars of the top ten employees and the employees drawing remuneration in excess of the limits set out in the said rules and the disclosures relating to remuneration and other details required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-V to this report.

STATUTORY AUDITORS AND AUDIT REPORTS

Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made there under and based on the recommendation of the Audit Committee and Board, M/s. S K Agarwal & Co., Chartered Accountants (ICAI Firm Registration No. 306033E/E300272), had been re-appointed as the Statutory Auditors of the company for a second term of five years from the conclusion of 20th AGM till the conclusion of 25th Annual General Meeting of the Company on such remuneration as shall be fixed by the Board of Directors from time to time in consultation with the Auditors.

The Auditors Report to the shareholders for the year under review does not contain any qualification or adverse remarks. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for further comments.

INTERNAL AUDITORS

In terms of the provisions of section 138 of the Companies Act, 2013, M/s. KPMG Assurance and Consulting Services LLP were appointed as the Internal Auditors for FY 2023-24. The Audit Committee in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, interalia, reviews the Internal Audit Report.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. MKB & Associates, Company Secretaries, (FRN: P2010WB042700) to conduct the Secretarial Audit of the Company for the financial year 2022-23. In terms of Regulation 24A of the SEBI (LODR) Regulations, 2015, FCS Mukesh Chaturvedi, Practicing Company Secretary (COP No: 3390) was appointed as Secretarial Auditors of Shyam Sel And Power Limited, a material unlisted subsidiary of the Company for the financial year 2022-23.

The Secretarial Audit Reports issued by M/s. MKB & Associates, Company Secretaries, for the Company and FCS Mukesh Chaturvedi, Practicing Company Secretary for Shyam Sel And Power Limited, are annexed herewith as Annexure-II to the Report. The report of the Secretarial Auditors is self-explanatory and it does not contain any qualification, reservation, adverse remark or disclaimer.

The Board has re-appointed M/s. MKB & Associates, Company Secretaries, as the Secretarial Auditor of the Company and FCS Mukesh Chaturvedi, Company Secretary for Shyam Sel And Power Limited (material unlisted subsidiary) for the financial year 2023-24.

COST AUDITORS AND COST AUDIT REPORT

In terms of sub-section (1) of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain the cost records. Accordingly, such accounts and records have been maintained by the Company.

The Board of Directors, on recommendation of Audit Committee appointed M/s. Abhimanyu Nayak & Associates (FRN: 101052), Cost Accountants, as the Cost Auditors of the Company for auditing the cost records of the Company for the financial year 2023-24, subject to ratification of remuneration by the Shareholders of the Company in the 21st AGM of the Company. Accordingly, an appropriate resolution seeking ratification of the remuneration of H45000/- plus applicable taxes and actual out of pocket expenses incurred in connection with the cost audit for the financial year 2023-24 is included in the Notice convening the 21st AGM of the Company.

The Report of Cost Auditors for the Financial Year ended March 31, 2023 is under finalisation and will be filed with MCA within prescribed time.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

RISK MANAGEMENT

The Company has in place a robust risk management framework which identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve the business objectives and enable sustainable growth. The risk management framework is aimed at Effectively mitigating the Companys various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risk and future action plans.

HUMAN RESOURCES

The Company places significant emphasis on recruitment, training and development of human resources, which assumes utmost significance in achievement of corporate objectives. The Company integrates employee growth with organisational growth in a seamless manner through empowerment and by offering a challenging workplace aimed towards realisation of organisational goals. To this effect, your Company has a training center for knowledge sharing and imparting need based training to its employees. The Company also does a performance appraisal for its employees.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements and such internal financial controls are operating Effectively. Your Company has adopted policies and procedures for ensuring the orderly and effcient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

CORPORATE SOCIAL RESPONSIBILITY

The Company strongly believes that sustainable community development is essential for harmony between the community and the industry. The Company endeavours to make a positive contribution especially to the underprivileged communities by supporting a wide range of socio-economic, educational and health initiatives.

The Companys CSR policy provides guidelines to conduct CSR activities of the Company. The Board of Directors of the Company oversees the implementation of CSR Policy of the Company. In line with the provisions of the Act and on the recommendations of the CSR Committee, the Board of Directors has approved the CSR Policy of the Company. Detailed CSR Policy of the Company has been uploaded on the website of the Company at www. shyammetalics.com.

The Annual Report on the CSR activities for the financial year 2022-23 is annexed herewith as Annexure- III to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material order(s) passed by the regulators/ courts which would impact the going concern status of the Company and its future operations during the year under review.

ANY APPLICATION/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 (31 of 2016) during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls (IFCs) and Compliance Systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors including the audit of IFCs over financial reporting by the Statutory Auditors and reviews performed by the management and the relevant Board Committees, including the Audit Committee, The Board is of the opinion that the Companys IFCs are adequate and Effective during F.Y 2022-23.

Accordingly, pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability confirms that:

(a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures;

(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 your Company as at the end of the financial year and of the profit of the Company for that period;

(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.

OTHER INFORMATION

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In compliance with Regulation 34(2)(f ) of the Listing Regulations read with the SEBI Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015, your Company has prepared a BRSR in the prescribed format for the financial year ended March 31, 2023 describing initiatives undertaken from an environmental, social and governance perspective, which is annexed to the Boards Report and marked as Annexure- VI.

The Policy on Business Responsibility and Sustainability Report (BRSR) has been uploaded on the website of the Company at www.shyammetalics.com and is available at the link https://www. shyammetalics.com/wp-content/uploads/2022/07/Business-Responsibility-Policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under SEBI (LODR) Regulations, 2015 a separate section titled "Management Discussion and Analysis Report" (MDA), forms part of this Annual Report.

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

The particulars related to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-IV to this Report.

ANNUAL RETURN

In accordance with the provisions of Sections 92 and 134(3) (a) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2023 has been uploaded on the website of the Company on the following link: https://www.shyammetalics. com/investors/annual-report-and-return/

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements as set out in Regulation 17 of the SEBI (LODR) Regulations, 2015. The report on Corporate Governance, for the financial year ended 31st March, 2023, as stipulated in Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 forms an integral part of this Annual Report.

The certificate received from M/s. KPA & CO. LLP, Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 is annexed to the Corporate Governance Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has formed a Whistle Blower Policy / Vigil Mechanism policy as required under Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Code of conduct or policy. The mechanism provides for adequate safeguards against victimization 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. No personnel of the Company denied access to the Audit Committee. The Whistle-blower Policy is available on our website, at www.shyammetalics.com.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has adopted the policy against Sexual Harassment of Women at Workplace, for the purpose of preventing, prohibiting and redressing sexual harassment of female employees including permanent, temporary, on training and on contract basis at all the workplace within the company, which are based on the fundamental principles of justice and fair play.

Further, an Internal Complaints Committee (ICC) has been constituted at every location where offices of the Company is situated which shall be responsible for redressal of complaints related to sexual harassment.

The Company has adopted an Anti-sexual Harassment Policy at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Company has put in place suitable processes and mechanisms to ensure issues of sexual harassment, if any, are Effectively addressed. During the year under review, there were no complaints of sexual harassment received / reported.

MISCELLANEOUS

1. There were no instances where the Board of Directors have not accepted the recommendations of audit committee.

2. No such transaction was reported where there is difierence 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.

ACKNOWLEDGEMENTS

Your Board expresses its deep sense of gratitude and would like to place on record deep appreciation to our customers, business partners, vendors (both international and domestic), bankers, financial institutions and associates for all the support rendered during the year.

Your Board expresses their sincere appreciation for the continued co-operation and support extended to the Company by the Central Government, the Government of West Bengal and Odisha, Regularity Authorities, Stock Exchanges, Municipal Authorities and local authorities in areas where we are operational and communities at large.

Your Board is deeply grateful to our investors and shareholders for the confidence and faith that has been reposed in us.

The Board acknowledges, appreciates and values the unwavering efiorts by the employees, workmen and stafis including the Management headed by the Executive Directors who have worked together as a team and overall challenging environment. The Board also appreciates the Independent Directors and the Non-Executive Directors of the Company for their contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which helps your Company to take the right decisions in achieving its business goals.

For and on behalf of the Board of Directors	Sd/-	Sd/-
	Brij Bhushan Agarwal	Sanjay Kumar Agarwal
Place: Kolkata	Vice Chairman and Managing Director	Joint Managing Director
Date: 24th May ,2023	(DIN: 01125056)	(DIN: 00232938)