steel city securities ltd share price Directors report

To,

The Members,

STEEL CITY SECURITIES LIMITED

"Steel City Heights", # 50-81-18,

Main Road, Seethammapeta,

Visakhapatnam – 530016

Andhra Pradesh, India.

Your Directors have pleasure in presenting the Twenty- Ninth Annual Report on the business and operations of the Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2023 and the Report of the Auditors thereon.

1. FINANCIAL PERFORMANCE AND REVIEW : (Standalone and Consolidated)

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Gross Income	5759.78	6624.78	5880.96	6667.37
Expenditure	4242.99	4735.97	4267.27	4752.60
Profit/ loss before Depreciation , Finance Costs,
Exceptional Items & Taxation	1516.79	1888.81	1613.69	1914.77
Less: Depreciation	71.45	64.29	73.33	67.04
Profit/ loss after Depreciation and before Finance
Costs, Exceptional Items & Taxation	1445.34	1824.52	1540.36	1847.73
Less: Finance Costs	58.35	49.28	61.34	49.28
Profit/ loss before Exceptional Items & Taxation	1386.99	1775.24	1479.02	1798.50
Add/ (Less): Exceptional Items	0.00	0.00	0.00	0.00
Profit/ loss before taxation	1386.99	1775.24	1479.02	1798.50
Less: Provision for Taxation
For earlier years	6.97	28.05	29.95	28.33
For current year	347.00	467.42	353.02	476.46
Deferred Tax Liability	11.53	(12.89)	7.30	(16.16)
Net Profit after Taxation	1021.49	1292.67	1088.75	1309.82
Add: Share of Profit in Associate	-	-	32.16	72.06
Add: Other Comprehensive Income for the year	4.38	-	4.38	-
Profit after Tax after Share of Profit in Associate and Comprehensive Income	1025.87	1292.67	1125.28	1381.88
Less: Minority Interest	-	-	-	-
Profit for the Year	1025.87	1292.67	1125.28	1381.88
Basic (EPS)	6.79	8.56	7.45	9.15
Diluted (EPS)	6.79	8.56	7.45	9.15
Opening Balance of Retained Earnings	5197.16	4486.97	6530.16	5732.48
Closing Balance of Retained Earnings	5667.66	5197.16	7093.35	6530.16

2. AMOUNT TRANSFERRED TO RESERVES:

The Board of Directors proposes to transfer an amount of Rs. 102.15 Lakhs to General Reserve for the Financial Year 2022-23.

3. DIVIDEND:

The Board of Directors of the Company at their meeting held on the 13th day of October, 2022 has declared 1st Interim Dividend @ 10% for every Equity Share of Rs. 10/- each and has declared 2nd Interim Dividend @10% for every Equity Share of Rs.10/- each at their meeting held on 8th day of February, 2023 after considering the Provisional Financials of the Company. The Board further recommends a Final Dividend @ 10% for every Equity Share of Rs. 10/- each after taking into consideration the Financial position of the Company. On the whole the Company has declared a dividend of Rs. 3.00/- i.e, @30% for every Equity Share of Rs.10/- each for the Financial Year 2022-23.

4. STATE OF AFFAIRS OF THE COMPANY DURING THE YEAR: i. Standalone:

During the year under review, the Company has recorded an Income of Rs. 5759.78 Lakhs as compared to the previous year amount of Rs. 6624.78 Lakhs. The Expenditure incurred before depreciation during the year was Rs. 4242.99 Lakhs as against the amount of Rs. 4735.97 Lakhs during the previous year. The depreciation and provision for taxes provided during the year were respectively Rs. 71.45 Lakhs and Rs. 365.50 Lakhs as compared to the depreciation and provision for taxes provided for the previous year were Rs. 64.29 Lakhs and Rs. 482.58 Lakhs respectively. Hence, the Company has earned a Net Profit of Rs. 1025.87 Lakhs as compared to the previous year amount of Rs. 1292.67 Lakhs. The Board has taken all necessary steps to expand its activities by establishing new Branches/Centers in other States and also by adding new services and products. The income from the segment of e-Governance also will certainly increase the business of the Company and has opened around 5000+ Franchises during the Financial Year 2022-23. The Company expects bright future in the years to come.

Consolidated:

During the year under review, the Company has recorded an Income of Rs. 5,880.96 Lakhs as compared to the previous year amount of Rs. 6,667.37 Lakhs. The Expenditure incurred before depreciation during the year was Rs. 4267.27 Lakhs as against the amount of Rs. 4752.60 Lakhs during the previous year. The depreciation and provision for taxes provided during the year were respectively Rs. 73.33 Lakhs and Rs. 390.27 Lakhs as compared to the depreciation and provision for taxes provided for the previous year were Rs. 67.04 Lakhs and Rs. 488.63 Lakhs respectively. Hence, the Company has earned a Net Profit of Rs. 1125.28 Lakhs as compared to the previous year amount of Rs. 1381.88 Lakhs.

ii. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of Business of the Company during the Financial Year 2022-23.

iii. CHANGE IN ACCOUNTING POLICIES:

The financial statements for the F. Y. 2022-23 have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013, (the ‘Act) and other relevant provisions of the Act. The Balance Sheet, Statement of Profit and Loss (including other comprehensive income) and Statement of changes in Equity are prepared and presented in the format prescribed in the Division III of Schedule III to the Companies Act, 2013 ("the Act"). The Statement of Cash Flows has been prepared and presented as per the requirements of Ind AS.

iv. MATERIAL CHANGES AND COMMITMENTS OCCURRED SINCE THE END OF

THE FINANCIAL YEAR TILL THE DATE OF THE REPORT:

After the Completion of the Financial Year 2022-23, the Company has received a Show Cause Notice from SEBI and no material orders were issued by the regulator in relation to the above mentioned Show Cause Notice.

v. MILESTONES ACHIEVED:

The Company has completed the construction of the New Owned Premises situated on the Main Road, Seethammapeta and shifted its operations and also the Registered Office of the Company to the newly constructed Own premises. Further, the constructed building was named as " Steel City Heights".

vi. DEPOSITORY SYSTEM:

The Equity Shares of the Company are compulsorily tradable in electronic form. As on March 31, 2023, out of the Companys total paid-up Equity Share Capital comprising of 1,51,07,095 Equity Shares, only 83,200 Equity Shares are in physical form and the remaining shares are in electronic form (demat form). In view of the numerous advantages offered by the Depository System, the Members holding shares in physical form are advised to avail the facility of dematerialization.

vii. GROWTH PROSPECTS FOR INDIAN CAPITAL MARKET IN 2023:

Capital markets in any country play a pivotal role in the growth of economy and meeting the countrys socioeconomic goals. They are an important constituent of the financial system given their role in the financial intermediation process and capital formation of the country. The importance of capital markets cannot be under-emphasized for a developing economy like India which needs significant amount of capital for development of strong infrastructure.

The Indian stock markets surprised investors in April with the BSE Sensex and the NIFTY 50 both rallying more than 6% as key indices saw robust pick up in stock prices helped by a strong corporate earnings season, and the Reserve Bank of India pulling the plug on consecutive rate hikes. Indices that showed blockbuster growth this month include realty, PSU banks, auto and small caps.

The stock markets in India had been under pressure with the foreign institutional investors (FIIs) becoming more cautious with investments in emerging markets since the last four months December 2022 onwards. Both the NIFTY and the Sensex bore the effects of subdued global market sentiment hurt by inflation woes and uncertainties in the banking sector as well as the impact of an ongoing war between Russia and Ukraine denting oil prices.

With the market sentiment seeing an uptick globally in April and a revival in FIIs buying in India, expectations of future investments strengthening the home currency, which could help to cool inflation further are being set by market experts.

5. CAPITAL AND DEBT STRUCTURE: a. AUTHORISED SHARE CAPITAL:

The present Authorised Share Capital of the Company is Rs. 2,500 Lakhs.

b. ISSUED AND PAID - UP SHARE CAPITAL :

The present Issued and Paid-up Share Capital of the Company is Rs. 1510.71 Lakhs.

c. ISSUE OF EQUITY SHARES:

During the year the Company has not issued any Equity Shares.

d. BUY BACK OF SECURITIES:

The Company has not bought back any of its Securities during the year under review.

e. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

f. BONUS SHARES:

No Bonus Shares were issued during the year under review.

g. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the Employees.

h. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any Equity Shares with differential Rights during the year.

i. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES

BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES:

The Company has not provided any money for purchase of own Shares, by Employees or by Trustees for the benefits of Employees.

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the Financial Year 2022-23, the Company has transferred an amount of Rs.1.42 Lakhs to Investor Education and Protection Fund. Further, the Company is supposed to transfer an amount of Rs.1.68 Lakhs due and outstanding to be credited to investor education and protection fund. But, due to technical glitches in the MCA website the remittance could not be made with in the due date i.e. 23/03/2023. However, the Company has filed form No.IEPF-1 with in the due date. The delay in remittance is due to the conditions beyond the control of the Company.

7. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124(6) Companies Act, 2013, the Company is required to transfer Shares of the Company relating to those Shareholders who havent claimed Dividend for a period of 7(Seven) Consecutive years. Hence, as per the above provisions, the Company is not liable to transfer any shares to Investor Education and Protection Fund during the Financial year 2022-23.

8. MANAGEMENT:

(a) Change in the Composition of the Board of Directors:

During the year under review, the Shareholders have approved the following re-appointment(s) of Directors vide postal ballot notice dt: 13.01.2023:

• the reappointment of Sri. K. Satyanarayana as Whole time Director designated as Executive Chairman for a period of 5 years w.e.f. 01.04.2023

• the reappointment of Sri. Satish Kumar Arya as Managing Director & CEO for a period of 5 years w.e.f. 01.04.2023.

• the reappointment of Sri. T. V. Srikanth as Whole time Director designated as Director (IT) for a period of 5 years w.e.f. 01.04.2023

(b) Independent Directors:

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Sri Godithi Satya Rama Prasad; Sri. Bheri Krishna Rao; Sri. Geddam Vijaya Kumar; Sri. Emmididsetty Sridhar continue as Independent Directors of the Company.

All the Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

(c) Retirement by Rotation:

In terms of Section 152 of the Companies Act, 2013 Sri. T. V. Srikanth, Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment.

The Board confirms that none of the Directors of the Company are disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary declaration has been obtained from all the Directors in this regard.

(d) Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 of the Act, which came into effect from April

1, 2014, the Board of Directors have approved the appointments of Sri Kamireddi Satyanarayana, Executive Chairman; Sri Satish Kumar Arya, Managing Director & CEO; Sri. T. V. Srikanth, Whole – Time Director designated as Director (IT) ; Sri Ramu Naraharasetti, Chief Financial Officer (CFO) and Smt. M. Srividya, Company Secretary continue to hold the office as KMP of the Company.

9. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNEARATION:

The Company has formulated a policy on Directors appointment and Remuneration which is available on the website of the Company www.steelcitynettrade.com .

10. REMUNERATION OF MANAGING DIRECTOR / WHOLE TIME DIRECTOR FROM

SUBSIDIARY COMPANY:

During the year under review, the Whole Time Directors or Managing Director of the Company did not receive / earn any remuneration from the Subsidiary Company.

11. DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of Internal Financial Controls and Compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during the Financial Year 2022-23.

Pursuant to Section 134 (5) of the Companies Act, 2013, Board of Directors of the Company, confirm that:

a) In preparation of the Annual Accounts for the financial year ended 31st March 2023, the applicable Accounting Standards have been followed along with proper explanation to material departures;

b) The Directors have selected Accounting Policies, consulted the Statutory Auditors 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 end of the financial year and of the profit or loss of the Company, for that period.

c) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) The Directors have prepared the Annual Accounts of the company on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE

CONSOLIDATED FINANCIAL STATEMENT:

Our Company has One (1) Wholly Owned Subsidiary i.e., M/s. Steel City Commodities Private Limited and an Associate Company i.e, M/s. Steel City Financial Services Private Limited. The financial performance of both the Companies is enumerated below:

Steel City Commodities Private Limited:

Steel City Commodities Private Limited became Subsidiary of the Company in 2004 and Wholly Owned Subsidiary during the Financial Year 2018-19, is in the business of Corporate Insurance Agent and also into the business of Credit cards. During the Financial Year 2022-23, the Subsidiary has earned a Net Profit of Rs. 67.26 Lakhs as against the Net Profit of Rs. 17.15 Lakhs for the Financial Year 2021-22.

Steel City Financial Services Private Limited:

Steel City Financial Services Private Limited is an Associate Company of Steel City Securities Limited carrying on the business of Non-Banking Financial Services by providing Project finance loans, Housing Loans, Personal Loans etc., to its clients. During the Financial Year 2022-23, the Associate Company has earned a Net Profit of Rs. 88.89 Lakhs as against the Net Profit of Rs. 164.76 Lakhs for the Financial Year 2021-22.

13. DISCLOSURE UNDER SEXUAL HARAASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Company has always believed in providing a safe and harassment free workplace for every individual working in premises and always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year ended 31st March, 2023, the Company has not received any complaint pertaining to sexual harassment.

14. ISO CERTIFICATION:

The Company holds ISO/ IEC 270001: 2013 Certification with the scope of the Information Security Management System from Pyramid Certifications LLP. The Company has been complying with the concerned procedure in this regard.

15. NUMBER OF MEETINGS OF THE BOARD:

During the F.Y. 2022-23, the Board of Directors met for 9 (Nine) times to discuss about the business and other important matters relating to the Company and the details of the meetings of the Board are mentioned in the Corporate Governance Report, which forms part of this report.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED

PARTIES:

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arms length basis and are approved by the Audit Committee. During the year, the Company has advanced an amount of Rs. 1.5 Crores as term loan to its Wholly Owned Subsidiary, M/s. Steel City Commodities Private Limited.

These have been discussed in detail in the Notes to the Standalone Financial Statements in this Annual Report and also a report on related party transactions entered into by the Company is annexed as Annexure – 2 .

17. DEPOSITS:

The Company has not accepted any fixed deposits attracting the provisions of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

18. AUDITORS:

(a) Statutory Auditors:

At the Annual General Meeting held on the 30th day of July, 2022, M/s. Rao & Kumar, Chartered Accountants, Visakhapatnam (FRN: 003089S) were appointed as Statutory Auditors of the Company who shall hold office for a period of 1 year for the Financial Year 2022-23. Since the term of the Statutory Auditor is going to expire at the ensuing Annual General Meeting, the Board suggested that M/s. Rao & Kumar, Chartered Accountants, Visakhapatnam (FRN: 003089S) be appointed as Statutory Auditors of the Company for the second term for a period of 4 (four) years subject to the approval of the Shareholders at the ensuing Annual General Meeting.

(b) Internal Auditors:

M/s. Rao & Manoj Associates, Chartered Accountants, Visakhapatnam were appointed as the Internal Auditors of the Company for the Financial Year 2022-23, who are acting independently and also responsible for regulatory and legal requirements relating to operational processes and internal systems. As the Board is satisfied with the performance of these Auditors, the Board Proposes to appoint them as Internal Auditors for the Financial Year 2023-24 also. These Auditors Report directly to the Chairman of the Board of Directors.

Sri. Y.S.N. Murthy, Chartered Accountant, Visakhapatnam was appointed as Internal Auditors of the Company for the Financial Year 2022-23, who are acting independently and also responsible for regulatory and legal requirements relating to D.P Operations and the Internal Audit relating to the POP operations of the Company under the Pension Fund Regulatory Authority of India of the company. As the Board is satisfied with the performance of these Auditors the Board Proposes to appoint him as Internal Auditors for the Financial Year 2023-24 also. These Auditors Report directly to the Chairman of the Board of Directors.

M/s. Ramamoorthy(N) & Co, Chartered Accountants, Visakhapatnam were appointed as Internal Auditors as per the Circular issued by Securities Exchange Board of India for the Financial Year 2022-23. As the Board is satisfied with the performance of these Auditors, the Board proposes to appoint them as Internal Auditors for a period of four (4) years commencing from the Financial Year 2023-24.

M/s. RK Sangu & Associates, Chartered Accountants, Visakhapatnam were appointed as GST Auditors of the Company for the Financial Year 2022-23 to conduct GST Audit of the Company. As the Board is satisfied with the performance of these Auditors the Board appoints them as GST Auditors for the Financial Year 2023-24 also.

Mr. Sanjay Ravindra Kumar Desai, Practising Company Secretary was appointed as Internal Auditor of the Company to audit the TIN –FC Operations of the Company for the Financial Year 2022-23. Since the Board is satisfied with the performance of this auditor, the Board proposes to appoint him as Internal Auditor for the Financial Year 2023-24 also.

(c) Systems Auditors:

M/s. Paras B Shah & Associates, Chartered Accountants, were appointed as the Systems Auditors of the company and also as per the NSE, BSE, MSEI, MCX and NCDEX Exchanges notified Rules & Regulation from time to time for the Year 2022-23. As the Board is satisfied with the performance of these Auditors, the Board Proposes to appoint them as Internal Auditors for a period of two (2) years commencing form the Financial Year 2023-24.

(d) Secretarial Auditors:

M/s. ASN Associates, Practicing Company Secretaries, Visakhapatnam were appointed as Secretarial Auditors of the Company as per provisions of Section 204 of the Companies Act, 2013 and Rules made there under for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year 2022-23 forms part of the Annual Report as Annexure-9 to the Boards Report. As the Board is satisfied with the performance of these Auditors, the Board Proposes to appoint them as Secretarial Auditors for the Financial Year 2023-24 also.

19. STATUTORY AUDITORS REPORT:

Your standalone and consolidated financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act.

The Statutory Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

During the year under review, the Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under Section 143 (12) of the Act.

20. CREDIT & GUARANTEE FACILITIES:

The Company has been availing secured loans, overdraft facilities and bank guarantee facilities from HDFC Bank Limited, Karur Vysya Bank Limited and Karnataka Bank Limited from time to time for the business requirements.

21. PARTICULARS REGARDING ENERGY CONSERVATION, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company continues to explore all possible avenues to reduce energy consumption.

The particulars as prescribed under Sub – Section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)Rules, 2014 is enclosed as Annexure - 5 to the Boards Report.

22. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your 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.

23. MANAGEMENT DISCUSSION ANALYSIS:

Management Discussion & Analysis is given as Annexure - 10.

The Board has been continuing its efforts and taken the required steps in the following areas:

1. Industry Structure and Development

2. Growth Strategy.

3. Segment-Wise Performance

4. Internal Control Systems and their adequacy

5. Strengths, Weaknesses, Opportunities and Threats

6. Financial Performance with respect to Operational Performance

7. Material Developments in Human Resources / Industrial Relations

8. Strict Compliances

9. Talent Management, Leadership Development, and Talent Retention.

10. Learning and Development

24. CORPORATE GOVERNANCE:

Your Company has been complying with the principles of good Corporate Governance over the years. In compliance with Regulation 34 of the SEBI (LODR) Regulations 2015, a separate report on Corporate Governance forms an integral part of this report as Annexure – 3. The Auditor Certificate on Corporate Governance is also annexed along with the report on Corporate Governance.

Board diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability. During the year, the Company has spent an amount of Rs. 27.09 Lakhs, which is to be mandatorily spent by the Company on CSR activities as per the provisions of Section 135 of the Companies Act, 2013.

Your Companys CSR Policy Statement and Annual Report on the CSR Activities undertaken during the Financial Year ended 31st March, 2023, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure – 6.

26. ANNUAL RETURN:

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the Annual Return is available on the Website of the Company on the following link : www.steelcitynettrade.com

27. INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, 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 disclosures.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future. However, the Company has received Three (3) Show Cause Notices from SEBI and no material orders were passed against the Company in respect of the said Show Cause Notices. The Company has opted for Settlement application in respect of the said Show Cause Notices and the proceedings are still pending with SEBI.

29. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL

PERSONNEL AND PARTICULARS OF EMPLOYEES AS PER SECTION 197(12) UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The remuneration paid to the Directors is in accordance with the recommendations of Nomination and Remuneration Committee formulated in accordance with Section 178 of the Companies Act, 2013 and any other re-enactment(s) for the time being in force.

The Managing Director & Whole-Time Directors of your Company did not receive remuneration from any of the Subsidiaries of your Company.

Particulars of employees as required in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure - 7.

30. DECLARATION BY INDEPENDENT DIRECTORS:

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every Financial Year, gives a declaration that he meets the criteria of independence as provided under law. The same Declaration has been made by the Independent Directors of the Company.

31. VIGIL MECHANISM:

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(9) of the Companies Act, 2013 to report the management instances of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics. The Vigil Mechanism provides a mechanism for employees of the Company to raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company and to report the same to the Chairman of the Audit Committee. Any incidents that are reported are investigated and suitable action taken in line with the Whistle Blower Policy. No person has been denied access to the Chairman of the Audit Committee of the Board of Directors. The Whistle Blower Policy is also available on your Companys website (www.steelcitynettrade.com).

32. RISK MANAGEMENT:

All the risks are discussed at the Senior Management Level at their meetings periodically to ensure that the risk mitigation plans are well thought out and implemented and adverse impact of risks is avoided or kept within manageable proportions. Further, the Board has been identifying the elements of the Risks which may threaten the existence of the Company from time to time.

33. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS PURSUANT TO SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments have been disclosed in the financial statements. However, during the year under review, your Company has granted an Inter Corporate Loan of Rs. 1.5 Crores to its wholly Owned Subsidiary M/s. Steel City Commodities Private Limited.

34. BOARD EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committes was conducted in accordance with the provisions of the Act and the Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The above criteria are broadly based on the Guidance note on Board Evaluation issued by the Securities Exchange Board of India on January 5, 2017.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman as well as the Whole-Time Directors was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The evaluation process endorsed the Boards confidence in the ethics standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information with the Board.

35. INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been adequately insured.

36. EMPLOYEE RELATIONS:

The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and co-operation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.

37. STATUTORY COMPLIANCES:

The Company has complied and continues to comply with all the applicable Regulations, Circulars and Guidelines issued by the MCA, Exchanges, SEBI, other Regulating Agencies, filings, etc.

38. GENERAL:

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:

a. Neither the Managing Director nor any of the Whole-Time Director of the Company receives any remuneration or commission from any of its subsidiary.

b. Issue of Equity Shares with differential rights as to Dividend, voting.

c. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.

39. ACKNOWLEDGEMENTS:

Steel City Securities Limited is grateful to the Government of India, Securities and Exchange Board of India, National Securities Clearing Corporation Limited, Bombay Stock Exchange Ltd, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depositary Services (India) Limited, Metropolitan Stock Exchange of India Ltd (MSEI), National Commodities & Derivatives Exchange (NCDEX), Multi Commodities Exchange (MCX), and other Exchanges, Pension Fund Regulatory & Development Authority (PFRDA), Bankers, Rating agencies (CRISIL), Government Authorities, Local Bodies and other agencies for their continued co-operation, support and guidance.

Steel City Securities Limited would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees, whose outstanding professionalism, commitment and initiative has made the organizations growth and success possible and continues to drive its progress. The Directors also express their gratitude to the Bankers and Auditors of the Company. Finally, the Directors wish to express their gratitude to the members for their trust and support.

	By Order of the Board
	For STEEL CITY SECURITIES LIMITED
Place: Visakhapatnam
Date: 20.05.2023
	(K. Satyanarayana)	(Satish Kumar Arya)
	Executive Chairman	Managing Director
	(DIN: 00045387)	(DIN: 00046156)