steel strips infrastructures ltd share price Directors report


To The Members,

Your Directors are pleased to present the 50 Annual Report of the Company together with Audited Accounts for the financial year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS

(INR Lakhs)

Standalone

Consolidated

2022-23 2021-22 2022-23 2021-22
Revenue from Operations 111.30 110.87 111.30 110.87
Other Income 3.98 18.50 3.98 18.50
Total Revenue 115.28 129.37 115.28 129.37

Profit/ (Loss) before Exceptional item, depreciation, interest & Tax (PBDIT)

(95.98) (106.77) (128.35) 3114.37
Interest & other financial expenses 39.87 45.73 39.87 45.73
Profit/(Loss) before Depreciation (135.85) (152.50) (168.22) 3068.64
& Tax (PBDT)

Depreciation and amortization expenses

0.79 1.66 0.79 1.66
Profit/(Loss) before Tax and (136.64) (154.16) (169.01) 3066.98
Exceptional item
Exceptional Item - - - -
Profit/ (Loss) before Tax(PBT) (136.64) (154.16) (169.01) 3066.98
Tax Expenses- Current - - - -
Deferred - - - -
Profit/(Loss) after Tax (PAT) (136.64) (154.16) (169.01) 3066.98
Other Comprehensive Income (93.26) 50.96 (93.26) 50.96

Total Comprehensive Income for the period

(229.90) (103.20) (262.27) 3117.94
Earning per share-Basic/ Diluted (1.58) (1.78) (1.92) 35.49

OPERATIONS

The revenue from operations during the year under review has marginally increased to Rs.111.30 lakh as against Rs.110.87 lakh during the previous year. The net loss from operations after tax worked out to Rs.136.64 lakhas compared to net loss of Rs.154.16 lakh in the previous year. Company is continuously striving to strengthen its operations in near future.

IMPACT OF COVID-19 PANDEMIC

The Company has taken proactive measures to comply with various directions/ regulations/ guidelines issued by the Government and local bodies to ensure safety of workforce across its offices. Based on the internal and external information available till date of approval of the financial results, no adjustment is required in these results. The Company continue to monitor the future developments and outlook.

FINANCIAL STATUS

The issued and subscribed capital of Rs.8,64,30,000 divided into 86,43,000 equity shares of Rs.10/- each, remains the same during the year. There are no equity shares with differential rights or sweat equity or ESOP or scheme of purchase of Company shares by employees or their trustees.

DIVIDEND

Keeping in view the business commitments, your Company has decided not to declare any dividend for the year 2022-2023.

RESERVES

There is no change in General Reserves during the year, which stands at Rs.43.78 lakh.

FIXED DEPOSITS

The Company has not accepted any fixed deposits covered under Chapter V of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules, 2014 (as amended) during the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no significant and material changes occurred subsequent to the close of the financial year to which the Financial Statements relate and upto the date of report that would impact the going concern status of the Company and its future operations.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

In accordance with provisions of Section 135 of the Companies Act, 2013, the Company is not required to undertake any activity under CSR Rules.

SUBSIDIARY COMPANY

Company has no Subsidiary or Joint Venture Company during the year. However, there is an Associate by the name of Malwa Chemtex Udyog Limited reportable under Section 129(3) of the Companies Act, 2013.

A separate statement related to the Associate Company forms part of Annual report in the prescribed Form AOC-1 in compliance with Section 129 and other applicable provisions, if any of the Companies Act, 2013, Consolidated Financial Statement prepared by the Company includes financial information of its Associate Company. The Company will provide a copy of Annual Report and other document of its Associate Company on the request made by any member, investor of the Company. The annual accounts of the Associate Company have been kept for inspection by any Shareholder at the Registered Office of the Company. The statement is also available on the website of the Company at www.ssilindia.net.

CORPORATE GOVERNANCE REPORT- DISCLOSURE REQUIREMENTS

As prescribed in Regulation 15(2) of SEBI (LODR) Regulations, 2015 compliance of corporate governance provisions is not applicable to the Company. However as a good practice taking steps to maintain transparency, accountability and equity in order to improve its dealings with all concerned, The Company not only complies with the regulatory requirements but is also responsive to the stakeholders as well as associates needs. The Company already has an Audit Committee, a Stakeholders Relationship Committee and Nomination and Remuneration Committee duly constituted by the Board to look after various activities. The Corporate Governance practices followed by the Company are enclosed as Annexure to this report.

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at March 31, 2023 on its website at www.ssilindia.net. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

DIRECTORS RESPONSIBILITY STATEMENT

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

a. in preparation of the annual accounts for the year ending

31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any

b. the Directors had 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 at the end of the financial year and of the profit and loss of the Company for that period;

c. the Directors had 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;

d. the Directors had prepared the annual accounts on a going concern basis; and

e. the Directors had laid down internal financial control to be followed by the Company and that such internal financial controls were adequate and were operating effectively.

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control systems and processes of the Company cover operational efficiency, accuracy and promptness in financial reporting, compliance with laws and regulations and development of mature, disciplined and effective processes. The processes are also designed to meet the goals of cost, schedule, functionality and quality, thus resulting in higher levels of customer satisfaction.

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

Since the last Annual General Meeting, no changes have taken place in the Board of Directors of the Company.

- As per the provisions of Companies Act, 2013, Shri Sanjay Garg (DIN-00030956) Director, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment

B) Declaration by an Independent Director(s) and reappointment, if any

A declaration by Independent Directors stating that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been taken at the time of their appointment.

C) Formal Annual Evaluation of Board

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (LODR) Regulations, 2015.

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 composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") 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 issue 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 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.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 4 Board Meetings were held, one each on 30th May 2022, 11th August 2022, 11th November 2022 and 13th February 2023.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directors Report.

AUDIT COMMITTEE

The Audit & Compliance Committee comprises of three Non-executive Independent Directors viz. Shri Surinder Singh Virdi, Smt. Manju Lakhanpal and Shri Humesh Kumar Singhal. During the year, the committee held four meetings. Other details of the Audit Committee are included in the Corporate Governance Report which forms part of this report.

The Board had accepted all recommendation of the Audit Committee, if any.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has formulated and published a Whistle Blower Policy to provide vigil mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this Policy are in line with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI (LODR) Regulations, 2015.

There are no cases reported during the year.

NOMINATION AND REMUNERATION COMMITTEE

The committee has been constituted to review and recommend compensation payable to the whole-time directors including Chairman and senior management of the Company. The committee reviews the overall compensation structure and policies of the Company with a view to attract, retain and motivate employees, reviewing compensation levels of the Company vis-a-vis other Companies and industry in general. The "Nomination & Remuneration Policy" may be accessed on the Companys website at http//www.ssilindia.net.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no Loans/ Guarantee given or Investments made by the Company during the year exceeding the limits prescribed under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS 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. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. A statement, in summary form, of transactions with related parties which were all in ordinary course of business and arms length basis, is periodically placed before the audit committee for review and recommendation to the board for their approval.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the board is uploaded on the website of the Company.

Disclosures as required under Indian Accounting Standards (Ind AS-24) have been made in the financial statements of the Company, enclosed with this report.

BUSINESS RISK MANAGEMENT

The Company has policy to regularly review the repayment schedule of Banks, Creditors and Statutory dues etc. and manage its cash flow activity. As such the Company suffers no risk, if any, which may threaten the existence of the Company.

Your Company is engaged in Infrastructure, Real Estate, Trading and Commission business. A detailed report on Management Discussion and Analysis pursuant to Part B of Schedule V of SEBI (LODR) Regulations, 2015 is annexed to this report.

AUDITORS

As per the Provisions of Section 139 of Companies Act, 2013, M/s S.C. Dewan & Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held during the year 2027.

The Company has received a certificate from them pursuant to Companies (Audit & Auditors) Rules 2014 read with Section 139 & 141 of the Companies Act, 2013, confirming their eligibility for reappointment, and that they were not disqualified for reappointment.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The Auditors Report and Secretarial Auditors Report do not contain any qualifications, reservations or adverse remarks. Report of Secretarial Auditor is attached as an annexure which forms part of this report. The Board of Directors have appointed M/s S.K. Sikka & Associates, practicing Company Secretaries, as Secretarial Auditor of the Company for the financial year 2023-24.

LISTING OF SHARES

Equity shares of the Company are listed and traded regularly on Mumbai Stock Exchange. Listing fee to the BSE has been paid in pursuance to Regulation 14 of SEBI (LODR) Regulations,

2015. The equity shares of your Company are being compulsorily traded in dematerialized form. As on 31st March 2023, 7134250 equity shares, representing 82.54% of equity share capital have been dematerialized. Demat ISIN Number allotted to the Company by NSDL for equity shares is INE205F01016.

INSURANCE

All the assets of the Company have been adequately insured.

PARTICULARS OF EMPLOYEES

Relations with the employees during the period under review continued to be peaceful and harmonious.

PERSONNEL AND RELATED DISCLOSURES

The information required under Section 197of the Act read with rule 5 of the Companies (Appointment and remuneration of managerial personnel) rules 2014 is enclosed with this report.

The Board expresses deep appreciation of all employees for their support.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Our Company has complied with all the applicable health & Safety standards, environment laws and labour laws and has been taking all necessary measures to protect the environment and provide workers a safe work environment. Our Company is committed for continual improvement in Health & Safety as well as Environmental performance by involving all the employees to provide a Safe & healthy work environment to all its employees

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2022-23, the Company has not received any complaint on sexual harassment and hence no complaints remain pending as on 31st March, 2023.

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

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable as the Company did not have any manufacturing facility during the period under consideration. There were no foreign exchange earnings/ outgo during the period.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the assistance, cooperation and support received by the Company from Banks, Statutory/ Govt. Bodies, Customers and Shareholders of the Company.