Steel Exchange Director Discussions


To

The Members,

Your Directors have pleasure in presenting the 24th Annual Report on the business & operations of the Company together with the Audited Financial Statement for the year ended 31 st March 2023.

1. FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year ended March 31,2023 is as under:

(Rs in Lakhs)

PARTICULARS

31-Mar-23 31-Mar-22

Total Revenue

139336.31 112087.78

Profit/ (Loss) before finance cost, depreciation and tax expense

10168.80 12635.39

Finance cost

10563.68 8811.83

Profit / (Loss) before depreciation and tax expense

(394.88) 3823.56

Depreciation

2437.47 2375.23

Profit/(Loss) before tax expense

(2832.35) 1448.33

Tax expense

i.Tax expense of prior years

0.00 0.00

ii. Deferred Tax

(3052.75) 10199.67

Profit/(Loss) for the year

(5885.11) 11648.01

Add: Other Comprehensive Income

1.93 (11.45)

Total Comprehensive Income/ (Loss) for the year

(5883.17) 11636.55

2. REVIEW OF PERFORMANCE :

During the year under review, the total Revenue of the company stood at Rs 1393.36 Crores as against the Rs.1120.87 Crores in FY 22. Net Profit/Loss recorded at Rs. (58.85) Crores as against Net Profit of Rs.116.48 Crores in the Previous Year.

The Manufacturing Sales including power sales were Rs.1094.76 Crores in the current year compared to Rs.960.93 Crores in the previous year. The trading sales during the year amounted to Rs.293.57 Crores compared to Rs.139.65 Crores in the previous year.

3. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

The Members are informed that, during the year 2022-23, the management of the Company evaluated a few options for increasing the production in the manufacturing units of the company as well as improving the margins. To give effect to this, the company is seeking additional funding at a lower cost to the company. In this regard, the company has appointed a few reputed agencies, to assist the company in the fund raising.

In line with the long term plans of the management to improve the value of the company for all stake holders, the company is continuing its plans to re-align the business verticals by way of Synergies / Strategic Value Unlocking / Investments in the identified Organic & Inorganic Assets of the Company for value creation to all stakeholders of the Company under Corporate Restructuring Strategy. During the current financial year 2023-24 the management plans to look for agencies with proven track record and competent to make a feasibility report with various options of the business model which would be in synergy to the existing operations of the company.

4. DIVIDEND

The Board of Directors of the Company has not recommended Dividend for the financial year ended March 31,2023.

Pursuant to Regulation 43A of the Listing Regulations, the Board has approved and adopted a Dividend Distribution Policy. The Dividend Distribution Policy is available on the Companys website at https://seil.co.in/uploads/5479- SEI L_Dividend_Distribution_Pol icy. pdf

5. SHARE CAPITAL AND LISTING OF SHARES

During the year under review, the Equity Shares of the Company were sub-divided such that each Fully Paid-up Equity Share of the Company of Face Value of Rs.10/- got sub-divided into Face Value of Rs.1/- each w.e.f. July 13, 2022. Post such sub-division, the Authorised and Paid-Up Share Capital of the Company was as is set forth below:

• The Authorized Share Capital of the Company is Rs.332,00,00,000/- (Rupees Three Hundred and Thirty-Two Crores only) divided into 258,00,00,000 (Two Hundred and Fifty Eighty Crores only) Equity Shares of Rs.1/- (One only) each, and 7,40,00,000 (Seven Crore Forty Lakhs only) Preference Shares of Rs.10/- (Ten only) each.

• The Paid-up Equity Share Capital of the Company as on March 31, 2023 was Rs. 1,03,96,11,770/- (Rupees One Hundred Three Crores and Nine Six Lakhs Eleven Thousand Seven Hundred Seventy).

There was change in Paid up Share Capital of the Company during the year under review:

During the year, the Company has allotted 15,88,00,000 Equity Shares of the face value of Rs.1/- each at an issue price of Rs.7.250/- per share (including share premium of Rs.6.250/- per share) on Conversion of Compulsorily Convertible Debentures ("CCDs") on preferential basis to promoter and Non-promoter of the Company.

The Company has not issued any shares with differential rights and hence no information as per the provisions of Section 43(a)(ii) of the Companies Act, 2013 (hereinafter referred as "the Act") read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished and the Company has not issued any stock options to its employees.

The Equity Shares of your Company are listed on BSE Limited and National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees. The company has paid the listing fee for the financial year 2022-23.

Members may note that post sub-division, the new ISIN - INE503B01021 has been activated in place of the old ISIN - INE503B01013.

6. NON-CONVERTIBLE DEBENTURES

In the Financial Year 2020-21, the Company issued and allotted 3,828 Secured, Rated, Listed, Redeemable, Non-Convertible Debentures bearing a face value of INR 10,00,000 (Rupees Ten Lakh only) each, aggregating up to an amount of INR 382,80,00,000/- (Rupees Three Hundred and Eighty-Two Crores Eighty Lakhs only) ("Debentures") in dematerialized form on a private placement basis to Group of Investors led by Edelweiss as a part fundraising for one time settlement of all dues of the company with existing lenders. The said NCDs are listed on BSE Limited.

Further, During FY 2022-23, no other issue or allotments of NCDs took place.

7. NAME OF THE DEBENTURE TRUSTEE(S) WITH FULL CONTACT DETAILS:

As per Regulation 53 of the Listing Regulations, the name along with full contact details of the Debenture Trustees is given below:

VISTRAITCL (INDIA) LIMITED

The IL&FS Financial Centre Plot No. C-22, G Block, 7th Floor Bandra Kurla Complex, Bandra (East)

Mumbai 400051, India

Tel:+91 99104 96860, Tel:+91 22 26593535 Cell: +91 98206 61411, Email: mumbai@vistra.com

8. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE:

The company did not raise any fund during the financial year under review, and no deviation of utilization of funds raised through preferential allotment.

9. DEVIATIONS IN THE USE OF PROCEEDS FROM THE OBJECTS STATED IN THE OFFER DOCUMENT:

During the year under review, there were no deviations in the use of proceeds from the objects stated in the offer document.

10. CREDIT RATING

Instrument Type

Tenor Amount (Rs. Cr) Rating

Listed Secured NonConvertible Debentures

Long Term 304.35 CARE BB; Stable (Double B; Outlook: Stable) Assigned

Total

304.35 (INR Three Hundred-Four Crores and Thirty-Five Lakhs Only)

11. ANNUAL RETURN

As required by Section 92(3) of the Act read with Section 134(3)(a) of the Act the Annual Return in Form MGT-7 is placed at the company website https://seil.co.in/governance/annualreturn.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended March 31,2023, Five Board Meetings were held.

The dates on which the Board Meetings were held are 25th April, 2022, 16th May, 2022, 23rd July, 2022, 21st October, 2022, 14th February, 2023.

Details of number of Meetings attended by each Director have been given in the Corporate Governance Report, which forms part of the Annual Report.

13. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms for the year ended 31st March, 2023:

i. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of Profit and Loss Account of the Company for that period;

iii. that 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;

iv. that the Directors have prepared the Annual Accounts for the Financial Year ended March 31,2023 on a going concern basis;

v. that 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; and

vi. That 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.

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations as required under the provisions of Section 149(7) of the Companies Act, 2013 and Regulations 16(1 )(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, stating that they meet the eligibility criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

In the opinion of the Board all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules 2014.

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors held their separate meeting on March 29, 2023 inter alia, to:

- Review the performance of the Non-Independent Directors.

- Review the performance of the committees and Board as a whole.

- Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and NonExecutive Directors.

- Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

16. AUDITORS Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter M/s. Bhavani & Co., Chartered Accountants (FRN 012139S) were appointed as Statutory Auditors of the Company in the Annual General Meeting held on 30th September, 2019, for a term of 5 (five) consecutive years. M/s. Bhavani & Co., Chartered Accountants, have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014, as amended from time to time, Mr. D Zitendra Rao, Practicing Cost Accountant has been appointed as Cost Auditor for conducting Cost Audit for the financial year 2022-23 under review.

The Products of the company was classified as "Steel and Electricity" manufactured by the Company are subject to Cost Audit in terms of Section 148 of the Companies Act, 2013 read with the rules issued there under by the Central Government.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of Dendukuri & Co., Cost Accountants (Proprietor Mr. D Zitendra Rao, Practicing Cost Accountant) as the Cost Auditors of the Company for the financial year ending March 31,2023.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of Rs.8.00 lakh plus applicable taxes payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. Accordingly, a resolution to this effect forms part of the Notice convening the AGM.

Internal Auditors:

M/s. Pavuluri & Co., Chartered Accountants were appointed as Internal Auditors for the Financial Year 2022-23 under review. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s. B S S & Associates, Practicing Company Secretaries, Hyderabad to undertake the Secretarial Audit of your Company for the financial year 2022-23.

17. AUDIT REPORTS:

Statutory Audit Report

There are no qualifications, reservations, adverse remarks or disclaimers in the Statutory Auditors Report on the financial statements of the Company for the Financial Year 2022-23 and hence does not require any explanations or comments by the Board. No frauds have been reported by the Auditor under Section 143(12) of the Companies Act, 2013 during the Financial Year 2022-23.

Internal Audit Reports

Internal Auditors has performed internal audit of the operations of the Company for the Financial Year 2022-23 and the Internal Auditors have presented the observations to the Audit Committee at their meetings of the Committee held on 25th April, 2022, 23rd July, 2022, 21st October, 2022, 14th February, 2023 and 29th March, 2023 respectively for the financial year 2022-23.

Secretarial Audit Report

The Secretarial Audit Report received from the Secretarial Auditor of the Company for the Financial Year 2022-23 and Secretarial Compliance Report for the Financial Year are annexed herewith as Annexure - 1.

The Managements Comments on observations made in Secretarial Audit Report and Secretarial Audit Report Secretarial Compliance Report are as under:

Observation

Managements comment

The Board of Directors of the Company was not comprised of requisite number of Independent Directors as prescribed under Regulation 17(1)(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 from 12.02.2022. The Company had received a notice from M/s. Vishwa Samudra Holdings Private Limited, Investor of the Company, to appoint Mr. Shyam Jagetiya its Nominee on the Board of Directors of the Company and the Board decided to appoint Mr. Shyam Jagetiya immediately i.e., w.e.f. February 12, 2022. With the appointment of said Nominee Director, the composition of the Board was changed and adversely resulted into non-compliance of Regulation 17(1)(b) i.e., at least half of the board of directors shall comprise of Independent Directors.
On obtaining Shareholders approval, through postal ballot on

12.05.2022, for appointment of Mr. Shyam Jagetiya as Nominee Director, immediately the Board in its meeting held on

16.05.2022, appointed Mr. Siva Sagar Rao Yendamuri as an Additional Director in independent category to comply Regulation 17(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements), 2015.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not given any Loans / Guarantees and not made any Investments during the FY 2022-23, as specified under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

19. TRANSFER OF AMOUNT TO GENERAL RESERVES

Your Company doesnt propose to transfer any amount to the general reserve for the Financial Year ended 31 st March, 2023.

20. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI Listing Regulations, 2015 during the financial year were in the ordinary course of business and on an arms length pricing basis. There were no materially significant transactions with related parties during the financial year, which were in conflict with the interest of the Company. Suitable disclosure as required by the Indian Accounting Standards (Ind AS-24) has been made in the notes to the financial statements.

Your Company has framed a Policy on Related Party Transactions in accordance with the Act and SEBI (LODR) Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties. The policy is uploaded on website of the Company at www.seil.co.in.

A statement, in summary form, of all the transactions entered into with the related parties in the ordinary course of business, details of individual transactions with related parties are placed before the audit committee for the review from time to time. The particulars of contracts or arrangements with related parties referred to in Sub-section (1) of Section 188 are prepared in Form No. AOC-2 pursuant to Clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is given in notes to accounts of the company wide note no 3.36.3 and also brief details are annexed to Boards Report as Annexure-2.

21. DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet, in terms of Section 73 of the Companies Act, 2013 during the year ended 31st March, 2023.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO PROVISIONS OF SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - 3 to this Report.

23. RISK MANAGEMENT POLICY

The Company has an adequate risk management policy in place. The risk management process is reliable and broad based, ensuring that the Company is well guarded against foreseeable risks and aptly prepared for future contingencies. Risk management encompasses risk identification, evaluation, reporting and resolution to ensure the smooth functioning of operations and business sustainability. Risk Management has become an integral part of business decision making.

24. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to monitor implementation of CSR activities of your Company. The details of the composition of the CSR Committee, CSR policy, CSR initiatives and activities during the year are given in the Annual Report on CSR activities in Annexure - 4 to this Report.

25. COMMITTEES OF THE BOARD

The Board has Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The composition and other details of these committees have been given in the Report on the Corporate Governance forming part of the Annual Report.

26. CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed as part of the Annual Report along with the Auditors Certificate on its compliance.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI Listing Regulations, is annexed herewith which forms part of this report.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY AND MECHANISM

The Board of Directors has adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

29. BOARD EVALUATION

The Board evaluated the effectiveness of its functioning, of the Committees and of individual Directors, pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

The Board sought the feedback of the Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017.

The Chairman of the Board had one-on-one meetings with the Independent Directors (IDs) and the Chairman of NRC had one-on-one meetings with the Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain the Directors input on effectiveness of the Board/ Committee processes.

In a separate meeting of IDs, the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company were evaluated, taking into account the views of Executive Director and other Non-Executive Directors.

The NRC reviewed the performance of the individual directors and the Board as a whole. In the Board meeting that followed the meeting of the Independent Directors and the meeting of NRC, the performance of the Board, its committees, and individual Directors were discussed.

30. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under review, on the recommendations of the Audit Committee and the Nomination and Remuneration Committee, the Board appointed Mr. Suresh Babu Anubrolu as Chief Financial Officer (CFO) in the place of Mr. B. Ramesh Kumar, who had resigned from the office of CFO w.e.f May 01st, 2022.

Further that, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, has approved the appointment of Mr. Siva Sagar Rao Yendamuri (DIN: 00210188) as Independent (Additional) Director for a period of five consecutive years on 16th May, 2022 and approval of shareholders by way of Special resolution was taken in the AGM held on 24.06.2022.

Shri Bavineni Suresh (DIN: 00181832) and Shri Veeramachaneni Venkata Krishna Rao (DIN: 00206884) retired and reelected at the last Annual General Meeting of the Company held on June 24, 2022.

As per Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Veeramachaneni Venkata Krishna Rao (DIN: 00206884) Non-Executive Director who has attained the age of 75 years, the Company has obtained approval of shareholders by way of special resolution was taken in the AGM held on 24.06.2022 to effect the appointment as Rules and Regulation of said Regulation.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri Bavineni Suresh (DIN: 00181832) and Shri Veeramachaneni Venkata Krishna Rao (DIN: 00206884) will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Accordingly, the resolutions seeking the approval of the members for the said re-appointments have been incorporated in the Notice of the Annual General Meeting.

Further that, on the basis of recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on February 14, 2023, has approved the appointment of Mr. Veera Brahma Rao Arekapudi (DIN: 07540040) as Independent (Additional) Director for a period of five consecutive years on 14th February, 2023 and the Company has obtained approval of shareholders through the postal ballot dated May 12, 2023.

Further that, Mr. E Sankara Rao (DIN: 05184747) as Non-Executive Independent Director of the company resigned with effect from 14th February, 2023 due to personal reasons and preoccupation only, and there is no other reason for resignation.

31. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The companys policy on directors appointment and remuneration and other matters provided in Section 178 (3) of the Act have been disclosed in the Corporate Governance Report. Under Section 178 (3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board has adopted a policy for nomination, remuneration and other related matters for Directors and Senior Management Personnel. A gist of the policy is available in the Corporate Governance Report.

Companys Policy on Directors Appointment and Remuneration including criteria for determining qualification, positive attributes, independence of directors and other matters provided under section 178(3) of the Companies Act, 2013 is also placed at the website of the Company at http://seil.co.in/Code_and_Policies.html

32. INTERNALFINANCIALCONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. The Board of Directors of the Company is responsible for ensuring that Internal Financial Control has been laid down by the Company and that such controls are adequate and operating effectively. The internal financial control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorisation and ensuring compliance with corporate policies.

The scope and authority of the Internal Auditor is well defined in the company. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the

controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

33. MAINTENANCE OF COST RECORDS

The Company is required to maintain cost records of the Company as specified under Section 148(1) of the Companies Act, 2013. Accordingly, the Company has properly maintained cost records and accounts during the financial year ended 31.03.2023.

34. PARTICULARS OF EMPLOYEES

The ratio of remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Boards report enclosed as Annexure - 5.

During the financial year 2022-23, there were no employees in the Company whose details are to be given pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

35. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no frauds reported by the Statutory Auditors under Sub-section 12 of Section 143 of the Companies Act, 2013 along with the Rules made there under.

36. 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.

37. UNCLAIMED SUSPENSE ACCOUNT/ESCROW ACCOUNT:

In accordance with the procedure laid down in Schedule VI to the SEBI Listing Regulations, the Company has transferred unclaimed shares of Equity shareholders (previously GSAL Shareholders) into one folio in the name of "Steel Exchange India Limited -Unclaimed Suspense Account" and maintain details of shareholders whose shares are credited to the said Unclaimed Suspense Account.

Company is doing transfer of Equity shares in Dematerialised from to respected shareholders of GSAL (India) Limited upon receipt of communication from time to time.

38. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Your company incorporated a wholly owned subsidiary company SEIL (Hong Kong) Ltd on 02nd June, 2015 which was in dormant stage due to non-commencement of business operations since its incorporation. Your company has closed SEIL (Hong Kong) Ltd and the same was strike of by respective authority in the origin of the company.

As on 31.03.2023, the Company has no Subsidiary, Joint Venture or Associate Company.

39. INSURANCE

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

40. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company.

41. THE 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 are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

42. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;

There were no material changes that affecting the financial position of the company.

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: Not Applicable

44. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

There are no applications made during the financial year 2022-23 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

45. BOARD POLICIES:

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBI Listing Regulations are provided in Annexure - 6.

46. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Securities and Exchange Board of India (SEBI), in May 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (BRSR). BRSR is a notable departure from the existing Business Responsibility Report and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of Environment, Social and Governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY 2022-23 onwards. Accordingly, we are glad to present our inaugural BRSR for FY 202223 is given as Annexure - 7.

Your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting targets and improving economic performance to ensure business continuity and rapid growth.

47. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The company has complied with provisions relating to the constitution of Internal Complaints Committee to redress complaints received regarding sexual harassment. During the financial year 31 st March, 2023, the company has not received any complaints pertaining to sexual harassment.

48. INDUSTRIAL RELATIONS AND HUMAN RESOURCES

Your company believes that its employees are one of the most valuable assets of the Company and the Board appreciates the employees across the cadres for their dedicated service to the company and expects their continuous support and higher level of productivity for achieving the targets set for the company. During the year under review, the company organized various training programmes at all levels to enhance skills of employees. The total employee strength is 995 as on 31st March, 2023.

49. ACKNOWLEDGEMENT

The Directors take this opportunity to place on record their sincere thanks to the Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the shareholders for their support and co-operation extended to the Company from time to time. Directors are pleased to record their appreciation of the dedicated services of the employees and workmen at all levels.

On behalf of the Board of Directors
For Steel Exchange India Limited
Sd/-
Place: Hyderabad

B. Satish Kumar

Date:14.08.2023 Chairman and Managing Director
(DIN:00163676)