Steelcast Ltd Directors Report.

Dear Members,

The Directors of your Company are pleased to present the 50th Annual Report together with the Audited Financial Statement for the Financial Year ended on March 31, 2021.

1. FINANCIAL RESUTS:

(Rs in Lakhs)

Sr. No. Particulars 2020-21 2019-20
1 Sales 15,772.98 20,058.86
2 Other Income 149.02 47.77
3 Total Income 15,922.00 20,106.64
4 Prot Be fore Depreciation & 2,946.25 3,308.42
Tax (PBDT)
5 Less: Depreciation 1,381.85 1,604.76
6 Prot Be fore Taxation (PBT) 1,564.40 1,703.66
7 Less: Taxation (all Taxes) 362.28 905.90
8 Prot A fter Taxation (PAT) 1,202.12 797.75
9 Other comprehensive income 7.37 (16.38)
10 Add: Balance brought forward from last year 2,937.24 2,277.31
11 Amount Available for Appropriation 4,146.73 3,058.68
Appropriations:
(a) Interim Dividend - -
(b) Proposed Dividend 273.24 121.44
(c) General Reserve - -
(d) Balance to be carried forward 3,873.49 2,937.24

2. STATE OF COMPANYS AFFAIRS:

The Company has earned revenue from operation of Rs.15,772.98 Lakhs during the year ended on 31st March, 2021 as against Rs.20,058.86 Lakhs earned during the previous year ended on 31st March, 2020, giving a signicant dip of 21.37% as compared to previous year. The Company has also earned other income of Rs.149.02 Lakhs during the year under review as against Rs.47.77 Lakhs earned during the previous year.

The Company earned Prot Before Tax (PBT) of 9.92 % of sales during the year ended on 31st March, 2021 against 8.49 % of previous year ended on 31st March, 2020.

The Company earned Prot After Tax (PAT) of 7.62% of sales during the year ended on 31st March, 2021 against 3.98% of previous year ended on 31st March, 2020. After adding the surplus in the Statement of Proit & Loss of Rs.2,937.24 Lakhs brought forward from the previous year to the prot of Rs.1,209.49 Lakhs earned by the Company during the year under review, the total amount of Rs.4,146.73 Lakhs proit is available for appropriation.

There are no material changes and commitment occurred during the period which affects the financial position of the company.

Further, there are no change in the nature of business of the company.

3. DIVIDEND: The Board of Directors of your Company are pleased to recommend dividend @ 27% (i.e. Rs 1.35 per share) on full paid up equity shares of Rs. 5.00 each for the financial year ended March 31, 2021, subject to approval of the shareholders at the ensuring Annual General Meeting.

Transfer to reserves: The closing balance of the retained earnings of the Company for F.Y. 2020-21, after all appropriation and adjustments was Rs.4,191.71 Lakhs.

4. COVID-19: The whole year reeled under the COVID-19 situation. Major period of 1st quarter of the year was under lockdown due to COIVD-19. Recovery of business started in 2nd quarter onwards. The order book started building up from 3rd quarter onwards and seemed like recovery will be long-lasting now. Again the last month of the year 2020-21 like last year, came under heavy threat of surging COIVD-19 cases. However, amid this entire turbulent scenario & amid drastic reduction in demand from the market, your company could put up a moderate total of turnover. The COVID-19 situation provided an opportunity to control the expenses optimally and this helped your company to put up an improved performance during the year. The Company does not see any medium to long term risks in the companys ability to continue as a going concern and in meeting its liabilities as and when they fall due. However, the impact assessment of COVID-19 is a continuing process given its nature and duration. The management will continue to monitor for any material changes to future economic conditions

5. CONSERVATION OF ENERGY, RESEARCH AND DEVLOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO: The Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Report as an Annexure-A and forming part of this Report.

6. SEGMENT REPORTING: The Company is engaged in the Castings business only and therefore there is only one reportable segment in accordance with the Indian Accounting Standard (Ind AS) 108 Operating Segments.

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES: There is no company or Institution which became or ceased to be Subsidiary, Joint venture or Associate Company during the reporting period.

8. CORPORATE SOCIAL RESPONSIBILITY (CSR): Company has formulated Policy on CSR in accordance with Schedule VII of the Companies Act, 2013 and the details of the composition of the Committee are covered in the Corporate Governance Report. Your Company spent the whole amount of obligation Rs.47.38 Lakhs as per the CSR Rules towards CSR activities during the year. Report on CSR activities is annexed hereto as Annexure-B and forming part of this Report. The Board has approved Policy on CSR which has been uploaded on the Companys website at www.steelcat.net.

9. QUALITY: Your Company has continued emphasis on Research & Development. A dedicated Quality Assurance (“QA”) team is monitoring product quality. Your Company strives to be industry leader by adopting modern technology.

10. INSURANCE: All assets of the Company, including Building, Plant & Machinery, Stocks etc., wherever necessary and to the extent required, have been adequately insured. The Company keep all the employees and stakeholders working in the premises of the Company insured by taking relevant insurance policies and during the year Company had taken special COVID-19 insurance cover for all the employees which were not covered under any other policies.

11. DIRECTORS AND KEY MANAGERIAL

PERSONNEL:

11.1 CHANGES IN DIRECTORS AND KEY

MANAGERIAL PERSONNEL: During the period of this report, Mr. Dhimant D Mehta, Independent Director of the company, retired from the Board with effect from July 24, 2020 on completion of his term of appointment. The Board appreciates the valuable services rendered by him during his tenure. Mr. Hemantbhai D Dholakia, was appointed as Independent Director of the company with effect from June 29, 2020 for a period of 5 (Five) years and shall not be liable to retire by rotation.

Ms. Vidhi C Tamboli, who was appointed as Whole Time Director with effect from November 05, 2019 for a period of 5 (Five) years, resigned from Whole Time Directorship and consented to continue as Non-Independent Non-Executive Director with effect from December 01, 2020. Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Ms. Vidhi C Tamboli, shall retire by rotation at this Annual General Meeting and being eligible offers herself for reappointment. The Members are requested to consider her re-appointment.

Necessary resolutions relating to Directors who are seeking appointment/ reappointment are included in the Notice of Annual General Meeting. The relevant details of the said Directors are given in the Notes/Annexures to the Notice of the Annual General Meeting.

11.2 COMPLIANCE ON CRITERIA OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given declarations to the Company under Section 149 (7) of the Act that they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the Act and also under the Listing Regulations.

11.3 FORMAL ANNUAL EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations.

Further, the Independent Directors, at their exclusive meeting held January 29, 2021 during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Companies Act, 2013 and Listing Regulations.

11.4 NOMINATION AND REMUNERATION POLICY:

The Company has an approved Nomination & Remuneration policy the details of which are covered under Corporate Governance Report and the said policy is also available on companys website at www.steelcast.net.

11.5 MEETINGS:

During the year 5 Board Meetings and 4 Audit Committee Meetings were held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.

11.6 FORMAL UPDATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company conduct familiarization and updation programs for independent directors on need basis. conducted by knowledgeable persons from time to time.

11.7 COMMITTEES OF THE DIRECTORS:

The details of various committees of Directors constituted under various provisions of Companies Act, 2013 and Rules made thereunder, their constitution, terms of reference and other details are provided in the Corporate Governance Report.

Compositions of Board of Directors and various Committees of Directors are available on the Companys website at www.steelcast.net.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

13. RELATED PARTY TRANSACTIONS:

Information on transactions with related parties pursuant to Section 134 (3) (h) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 are given in Annexure-C in the prescribed Form AOC-2 and the same forms part of this report. All related party transactions or any omnibus approval as permitted under the law as required are placed before the Audit Committee and Board of the Company for review and approval. Transactions with related parties, as per requirements of Indian Accounting Standard (Ind AS) 24 are disclosed in the notes to accounts annexed to the Financial Statements. Your Companys duly approved Policy on Related Party Transactions is available on the Companys website at www.steelcast.net.

14. PARTICULARS OF EMPLOYEES:

The Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed with this report as

Annexure-D.

The Statement of particulars of employees under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as during the financial year under review, no employee of the Company including Managing Director was in receipt of remuneration in excess of the limits set out in the said rules.

15. HUMAN RESOURCES: Your Company believes that employees are one of its most valuable assets. During the year under review, the Company organize various training programs for people at various levels to enhance their knowledge and skills As on 31st March, 2021, total employees strength at STEELCAST is over 598 under direct employment. The employees are deeply committed to the growth of the Company.

16. VIGIL MECHANISM / WHISTLEBLOWER POLICY: The Company has formulated a Whistleblower Policy in conformity with the provisions of Section 177(9) of the Companies Act, 2013 and Listing Regulation to provide a mechanism for any concerned person of the company to approach the Ethics Counselor/Chairman of the Audit Committee of the Company for the purpose of dealing with any instance of fraud or mismanagement, and also ensure that whistleblowers are protected from retribution, whether from within or outside the organization. The details of the Whistle Blower Policy are given in the Corporate Governance Report and also available on the Companys website at www.steelcast.net.

17. EXTRACT OF ANNUAL RETURN: Pursuant to the provisions of section 92(3) of the Companies Act, 2013, an extract of annual return is annexed hereto as Annexure-E and forms part of this report. Also available on the Companys website at www.steelcast.net.

18. SECRETARIAL AUDITORS: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. D.G. Bhimani & Associates, Company Secretary, (CP: 6628) Anand, Gujarat have been appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2020-21, the Secretarial Audit Report for the Financial Year 2020-21 is annexed herewith as Annexure-F and forms part of this report.

The observations made in the Auditors Report are self-explanatory and, therefore, do not call for any further comments under Section 134(3) (f) of the Companies Act, 2013.

19. CORPORATE GOVERNANCE REPORT AND

CERTIFICATE: Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by SEBI. As required under Regulation 34(3) read with Schedule V (C) of the Listing Regulations a Corporate Governance report and the certicat e as required under Schedule V (E) of the Listing Regulations from Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance are given in Annexure-G and Annexure-H respectively, forming part of this report.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Listing Regulation, is annexed herewith as Annexure-I and forms part of this report.

21. COST AUDITORS: In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. S K Rajani & Co. Cost Accountants, Bhavnagar as Cost Auditor of the Company, for the Financial Year 2020-21 on a remuneration as mentioned in the Notice of Annual General Meeting for conducting the audit of the cost records maintained by the Company. A Certicat e from M/s. S K Rajani & Co. Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specied under Section 141 of the Act and Rules framed thereunder. A resolution seeking Members ratiication for the remuneration payable to Cost Auditor forms part of the Notice of the Annual General Meeting of the Company and same is recommended for your consideration and approval.

Cost Audit report for the financial year ended March 31, 2020 were led on August 14, 2020, which was within the time limit as prescribed in Companies (Cost Records and Audit) Rules, 2014 as amended.

22. STATUTORY AUDITORS:

M/s. SSM & Co., Chartered Accountants, Statutory Auditors of the Company, having rm registration number 129198W, were appointed as Statutory Auditors at AGM pertaining to the FY 2019-20, held on 14th August, 2020 for v e consecutive years starting 2020-21 to 2024-25. As required under Listing Regulation, the auditors have also conirmed that they hold a valid certicat e issued by the Peer Review Board of the Institute of Chartered Accountants of India. The appointment of Statutory Auditors was made for ive consecutive years subject to ratication at each Annual General Meeting of the Company until the conclusion of 5th Annual General Meeting to be held for the financial year 2024-25. M/s. S. S. M & Co, Chartered Accountants, having Firm Registration Number 129198W has given consent to act as Statutory Auditors of the Company conrming that their appointment, if made, would be in accordance with the provision of section 139 and 140 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014 and Listing Regulation, The observations made the Auditors Report are self-explanatory and, therefore, do not call for any further comments under Section 134 (3) (f) of the Companies Act, 2013.

23. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. The Company has adopted an Internal Financial Control Framework Policy and Procedure document in to ensure orderly and eecient conduct of the business, accuracy and completeness of the accounting records and timely preparation of inancial reports. The policy & procedure framework is supported by an ERP system. The ERP system used by the company developed in-house is conforming to Accounting Standards and Financial Control Requirements. The ERP system of the company is updated as and when changes are necessary. The Company has an Internal Audit monitoring Committee chaired by Chief Financial Oecer and attended by Internal Auditor along with other relevant functional head of the Company.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED

BY ANY REGULATOR OR COURT: There were no signiicant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations, during the year under review.

25. CHANGE IN THE NATURE OF BUSINESS: During the year under review, there was no change in the nature of business of the Company and there is no material change and/or commitments, affecting the financial position of the Company, during the period from 31st March, 2021 till the date of this report.

26. DIRECTORS RESPONSIBILITY STATEMENT: To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, that: a. in the preparation of the annual financial statements for the year ended March 31, 2021, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if applicable;

b. for the Financial Year ended March 31, 2021, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made 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 Prot and Loss of the Company for that period;

c. proper and sucient care has been taken 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;

d. the Annual Financial Statements have been prepared on a going concern basis;

e. proper internal inancial controls are in place and such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and are adequate and operating effectively.

27. RISK MANAGEMENT: The Company has been addressing various risks impacting the Company and details of the same are provided elsewhere in this Annual Report in Management Discussion and Analysis. The Company has voluntarily framed risk management policy and the same has been approved by the Audit Committee.

28. SEXUAL HARASSMENT POLICY: Your Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy on Sexual Harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The said policy can be accessed on the Companys website at www.steelcast.net.

29. MATERIAL CHANGES AND COMMITMENTS IF ANY: There are no material changes or commitments which have occurred between the end of the financial year and the date of this report which affect the financial position of the Company.

30. DEPOSITS: The Company has not accepted/ renewed any deposits during the year.

31. COMPLIANCE OF SECRETARIAL STANDARD: Your company have complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by Central Government from time to time.

32. AUDIT COMMITTEE: Composition of Audit Committee and details of number of audit committee meetings held during the financial year 2020-21 are enclosed herewith at Annexure-G under Corporate Governance Report. The Board has accepted all the recommendations and suggestions received from Audit committee.

33. CHANGE IN REGISTRAR & SHARE TRANSFER AGENT: The Board of Directors has approved change in Registrar and Share Transfer Agent (RTA) of the Company from MCS Share Transfer Agent Limited ("MCSSTAL") to Bigshare Services Private Limited ("BSSPL").“MCSSTAL” will continue to act as the RTA of the Company till such time the process of changing RTA is completed including entering into tripartite agreement with “BSSPL”, shifting of database and electronic connectivity to “BSSPL” and receipt of requisite conirmations from National Securities Depositories Limited and Central Depository Services India Limited. The Company will separately notify the effective date of change in Registrar and Share Transfer Agent.

34. ACKNOWLEDGEMENTS: Yours Directors take this opportunity to express their sincere appreciation for the excellent support and cooperation extended by the shareholders, customers, suppliers, bankers and other business associates. Your Directors gratefully acknowledge the on-going co-operation and support provided by the Central and State governments and all Regulatory Authorities. Your Directors also place on record their deep sense of appreciation to all employees for their dedicated services rendered at various levels.

By Order of the Board of Directors
For STEELCAST LIMITED
(Chetan M Tamboli)
Place: Bhavnagar Chairman & Managing Director
Date: May 28, 2021 DIN: 00028421