steelman telecom ltd share price Directors report


TO THE MEMBERS

Your directors are pleased to present the 20th Boards Report (Post-IPO) on the business and operations of Steelman Telecom Limited (formerly Steelman Telecom Private Limited) (‘the Company) together with the Audited Financial Statements for the Financial Year ended March 31, 2023.

1. FINANCIAL RESULTS

The Companys financial performance (standalone and consolidated) for the year ended March 31,2023, is summarised below:

(Rs. in Lakhs)

Standalone

Consolidated

Particulars

2022-2023 2021-2022 2022-2023 2021-2022

Revenue from Operations

13160.37 10047.13 13493.97 10047.13

Other Income

199.55 69.19 154.17 69.19

Total Income

13359.93 10116.31 13648.14 10116.31

Profit / (Loss) before Depreciation, Interest & Taxation.

915.24 692.68 734.04 692.68

Less: Interest

106.94 83.39 218.29 83.39

Less: Depreciation & Amortization

58.57 69.84 401.01 69.84

Profit / (Loss) before taxation

739.64 362.29 104.65 362.29

Less: Provision for taxation

189.91 149.66 189.91 149.66

Provision for taxation for earlier year

-7.08 0 -7.08 0

Deferred Tax

-0.40 -55.99 -160.21 -55.99

Profit / (Loss) after taxation

557.21 268.21 82.03 268.61

Minority Interest

0 0 -0.95 0

Balance carried to Balance sheet

557.21 268.61 82.98 268.61

2. FINANCIAL PERFORMANCE

Your Company is primarily engaged in Telecommunication Business and providing highly skilled services to the telecom operators and OEMs.

During the Financial Year 2022-2023, the revenue from operations increased to Rs. 131.60 crores from Rs. 100.47 crores and the profit after tax increased to Rs. 5.57 crores from Rs.2.68 crores compared to the last Financial Year 2021-2022. Standalone EPS has been increased from Rs. 3.54 to Rs. 6.43. At the end of the financial year the Net worth of the company is Rs. 39.83 crores against Rs. 15.31 crores in the previous financial year as per Standalone Balance Sheet.

However, the consolidated profit after tax decreased to Rs. 0.83 crores from Rs. 2.69 crores compared to the previous Financial Year due to loss incurred amounting to Rs. 4.75/- crores by its subsidiary Company M/S EC Wheels India Pvt Limited. The Net worth of the company as per Consolidated BS is Rs. 35.09 crores against Rs. 15.31 crores in the previous Financial Year.

Your Board is of the opinion that in the coming future the overall situation would further improve and are hopeful of better performance with increased revenue in next year.

3. STATE OF THE COMPANYS AFFAIRS

Your Company headquartered in Kolkata having branch offices at Bhubaneshwar, Chandigarh and Gurgaon. We are having presence PAN India. Your Company has Project Sites in Telecom Circles across India.

Your Company provide services for Network Survey and Planning, Installation and Commissioning, Network Testing and Optimization, Network Solutions and Managed Services for network maintenance. Strong technical background enables your Company to effectively carry out end-to-end services thereby covering the entire network & technology service solutions. Understanding of critical aspects of a technology and utilizing the same to improve coverage, capacity and quality of todays networks leads to network quality improvement; thereby enhancing every subscribers experience. Technically skilled field workforce ensures effective planning and execution of the projects. Understanding of new technologies and proven track record of good quality services is complimented with efficient internal processes. Over the years your Company have been successfully implementing various projects and have been recognized by its clients for quality and timely execution of the projects undertaken. This expertise and capability have helped the company to achieve continuous growth and success.

4. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR:

a) Change in Name of the Company against the conversion from Private Limited to Public Limited.

Your Company during the year was converted from a Private Limited Company to Public Limited Company with effect from 17th May,2022 by passing Special Resolution. The name of your Company in respect of this was changed to “Steelman Telecom Limited” and a fresh certificate of incorporation consequent to conversion was issued on July 08, 2022 by the Registrar of Companies, Kolkata, West Bengal bearing Corporate Identification Number U55101WB2003PLC096195.

b) Initial Public Offering of Equity Shares of the Company and Listing on SME Platform of BSE:

Your Company has approached capital market with its Initial Public Offering of Equity Shares in the month of October 2022 and got listed on the SME Platform of BSE with effect from 10th October 2022. The Issue includes a fresh Issue of 18,97,200 Equity Shares and an offer for sale of 8,13,600 Equity Shares by the selling holders, of our Company at an issue price of Rs. 96.00/- per Equity Share. The issue saw overwhelming response from institutional, HNI and retail investors as the issue was oversubscribed 22 times. The successful completion of the IPO issue is a reflection of the shareholders trust in the Company.

c) Utilisation of Initial Public Offer proceeds

The funds raised by the Company through IPO Issue has been fully utilised by the Company during the Financial Year under review for the objects as stated in the prospectus of the issue, i.e., towards Investment in Subsidiary, fulfil Working Capital Requirements of the Company and for General Corporate Purposes. Company hereby confirms that there has been no deviation(s) or variation(s) in the use of the Public Issue Proceeds raised from the Initial Public Issue (IPO) Pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and a disclosures against such non deviation has also been filed by the Company on quarterly basis with BSE until the completion of the utilisation of proceeds during the Financial Year under review.

The same is available on the Companys website http://www.steelmantelecom.com/specified-in-regulation.php.

d) Acquiring additional Equity Shares of Subsidiary Company M/S EC Wheels India Private Limited by way of preferential allotment

The amount of Rs.5,00,00,000/-(Rs Five crores) raised through the IPO has been deployed towards investments in equity shares of M/S EC wheels India Pvt Limited (Subsidiary Company) by way of preferential offer. This has resulted into net increase of 47.42% control over the subsidiary.

e) A New Foreign Subsidiary Company

Your Company has set up the business in Ethiopia by registering a Foreign Subsidiary Company named STEELMAN INSTALLATION SERVICES PLC on 23.02.2023. Your company has invested BIRR 8100000 i.e. 99% of the total paid up equity.

f) Amendments to the Memorandum of Association during the Financial Year under Review

The following changes have been made in the Memorandum of Association of your Company during the year:

Alteration in Capital Clause: Alteration of Capital Clause pursuant to increase in Authorised Share Capital of the Company from Rs. 10,00,00,000 (Ten Crores) divided into 1,00,00,000 equity shares of Rs. 10/- each to Rs. 11,00,00,000 (Eleven Crores) divided into 1,10,00,000 equity shares of Rs. 10/- each with effect from 17th May 2022.

Alteration in Name Clause: Alteration of the name Clause pursuant to change of name of the company from ‘Steelman Telecom Private Limited to ‘Steelman Telecom Limited with effect from May 17, 2022.

g) Approval of members in Extra Ordinary General Meeting relating to loan, investment and borrowing during the Financial Year under review.

The Company has accorded the consent of the members of the Company at its Extra Ordinary General Meeting held as on date 17th May,2022

i) To increase the borrowing limit of the Company up to Rs. 200 crore pursuant to provision of section 180(1)(c) of the Companies Act, 2013.

ii) For obtaining necessary authorities pursuant to provision of section 180(1)(a) of the Companies Act, 2013.

iii) To increase the limit of inter corporate loans, investments up to Rs. 200 crore pursuant to provision of section 186 of the Companies Act, 2013.

iv) To advance loan or giving guarantee or security amount up to Rs. 50 crores pursuant to provision of section 185 of the Companies Act, 2013.

5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The main object of the Company is to carry on, repairing, installing, training, servicing, maintenance of all types, varieties and kinds of telecommunication instruments, optical fibre instruments, telephone internments, telecom network instruments including wires, telephonic communication infrastructure including towers for wire and wireless communication and cable network, deep sea cables, accessories, component thereof for telecommunications, signalling and control equipments used in roads, railways, ships, aircrafts, ports, airports, railways, network of telecommunication utility providers, instruments, testing equipments, accessories for repair, maintenance, calibration and standardisation of all above items and all other equipments being used in telecommunication industry presently and to be develop in future. The operations of the Company during the Financial Year were satisfactory.

6. SHARE CAPITAL OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31.03.2023:

The Companys Equity Share Capital position as on March 31, 2023 is as follows: -

Authorized Share Capital

Issued, Subscribed & Paid-up Share Capital

No. of Shares Face Value (Rs.) Amount (Rs.) No. of Shares Face Value (Rs.) Amount (Rs.)

Equity

1,10,00,000 10 11,00,00,000 9676200 10 96762000
Total 11,00,00,000 Total 96762000

A. AUTHORISED CAPITAL

The Authorised Equity Share Capital of the Company as on March 31, 2023 was Rs.110,000,000/- consisting of 1,10,00,000 Equity shares of Rs. 10/- each during the Financial Year under review.

1) Changes in Authorised Share Capital during the year under review:

During the Financial Year 2021-2022 the Authorised Share Capital of the Company was Rs. 100,000,000/-, which has been Increased from Rs. 100,000,000/- to Rs. 110,000,000/- consisting of 1,10,00,000 shares of Rs. 10/- each with effect from 17th May, 2022.

B. PAID -UP CAPITAL

The Paid-up Share Capital of the Company as on March 31, 2023 was Rs. 9,67,62,000/- consisting of 96,76,200 Equity Shares of Rs. 10/- each during the Financial Year under review.

ii) Changes in Paid-un Share Capital during the year under review:

During the Financial Year 2021-2022 the Paid-up share capital was Rs.4,98,60,000/-(4986000 Equity of Rs.10 each) which has been increased to Rs. 9,67,62,000/- during the Financial Year 2022-2023 due to the following changes:

a) Conversion of loan into equity - Your Company has made conversion of loan of Rs.1,62,00,000/- by allotting 2,00,000 equity shares of Rs.10 each face value and at a premium value of Rs.71/- as on date 10.05.2022.

b) Issue of Bonus Shares - Your Company has made allotment of 2,593,000 bonus equity shares of Rs.10 at a ratio of 2:1 as on date 28.06.2022.

c) Initial Public Offer - Your Company has made Initial Public Offer during the Financial Year under review; the issue includes a fresh issue of 18,97,200 Equity Shares and an offer for sale of 8,13,600 Equity Shares by selling promoters holding at an issue price of Rs. 96.00/- per equity share (the issue price including a premium of Rs. 86.00/- per Equity Share).

Pursuant to the resolution passed by the Board of Directors of the Company at its meeting held on 7th October,2022, 1,897,200 Equity Shares was allotted against the amount raised by Initial Public Offer at a price of Rs.10/- per share (Rs. 86.00/- premium)

d) Employees Stock Option -

The Company has not provided any Stock Option Scheme to the employees during the year under review.

e) Buy Back of Securities -

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

f) Sweat Equity -

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

7. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

There are no such shares in suspense account.

8. DIVIDEND:

To meet the working capital requirements for ongoing and future projects, your Company do not declare any Dividend for the Financial Year ended 31st March 2023.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

10. TRANSFER TO RESERVE

During the Financial year under review no amount was transferred to General Reserves.

11. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of the Business of the Company during the FY 2022-2023.

12. INSURANCE

The Companys properties including its Building, Plant & Machinery, Stocks and others continue to be adequately insured against fire, flood, earthquake, explosive and other such risks, as considered to be prudent and necessary.

13. EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, Annual return as on 31st March, 2023 in form MGT-7 will also be posted on the Companys website www.steelmantelecom.com after the same is filed with the Ministry of Corporate Affairs.

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.

14. DECLARATION OF INDEPENDENT DIRECTORS.

The declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013, have been duly received by the Company along with a declaration of compliance of sub-rule (1) and subrule (2) of Rule 6 of Companies (Appointment of Directors) Rules 2014. The independent directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management personnel. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company.

15. CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

Your Company is required to take a certificate from a Company Secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority as per item 10 (i) of Part C of Schedule V of the Securities Exchange Board of India.

The certificate on non-disqualification of directors (Pursuant to Regulation 34(3) and schedule V para-C clause 10(i) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 received from Mr. Saurabh Basu (CP No: 14347, Meb No: 18686) forming the part of the Annual Report as Annexure-A.

16. SECRETARIAL AUDIT REPORT

Your Company has appointed M/s S Basu & Associates, Practicing Company Secretaries firm, Kolkata, to conduct the Secretarial Audit of the Company for the period of two Financial Years, i.e 2022-2023 and 2023- 2024, in terms of the provisions of the Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations. A Secretarial Audit Report given by the Secretarial Auditors for the Financial Year ended 31st March, 2023, in the prescribed form MR-3 is annexed herewith as Annexure-B to this Report and forms an integral part of this Report.

There are no qualifications, reservations and adverse remarks made by the Secretarial Auditors in their Report.

17. SUBSIDIARY / JOINT VENTURES / ASSOCIATES

During the Financial Year under review, your Company does not have any Holding Company, Associate Company or Joint Venture Company and no Company ceased to be a subsidiary, joint venture or associates of the Company. However, your Company has two subsidiaries namely M/S EC Wheels India Private Limited which is not material and unlisted, pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 incorporated as on date 26/02/2022 and a foreign subsidiary Company named M/S STEELMAN INSTALLATION SERVICES PLC which has been newly setup in Ethiopia on 23.02.2023.

The details of the Subsidiary of the Company and their business activities are provided in the Management Discussion Report forming part of the Annual Report of the Company. The Company has formulated a policy for determining ‘material subsidiaries pursuant to the provisions of the Listing Regulations as amended from time to time. The Policy is displayed on the website of the Company.

The statement containing the salient feature of the subsidiary companies in Form AOC-1 is furnished as

Annexure C.

18. PARTICULARS OF EMPLOYEES AND REMUNERATION

Details of top 10 employees and information required under the provisions of Sec.197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, as amended, which form part of the Directors Report, is given as Annexure- D, and will be made available to any shareholders on request as per provision of section 136(1) of the said Act.

The Managing Director or Whole Time Director as per the terms of his /their appointment, does not draw any commission or remuneration from subsidiary Company(ies). Hence, no disclosure(s) as required u/s 197(14) of the Act has been made.

The remuneration paid to the Directors, Managing Directors, Whole time Directors and Managers during the Financial Year under review is within the limit as prescribed under Sec 197(1) of the Companies Act,2013.

The remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of the Company which is available on the Companys website www.steelmantelecom.com.

19. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statement as attached with this Annual Report.

20. FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

21. COMPOSITION OF BOARD OF DIRECTORS AS ON DATE 31st MARCH, 2023

Following are the Directors of the Company as on 31st March,2023 :

Sl No

Name of Director

DIN

Designation

Date of Appointment

1

Mahendra Bindal

00484964

Managing Director

12.05.2003

2

Girish Bindal

00484979

Executive Director

12.05.2003

3

Atul Kumar Bajpai

00173886

Independent Director

17.05.2022

4

Pravin Poddar

09003659

Independent Director

01.07.2022

5

Saloni Bindal

09607557

Non-Executive Director

01.07.2022

A. Changes in Board of Directors during the Financial Year 2022-2023.

1. Mr. Atul Kumar Bajpai (DIN: 00173886) was appointed as director in Independent Capacity of the Company with effect from 17th May, 2022.

2. Mr. Pravin Poddar (DIN: 09003659) was appointed as director in Independent Capacity of the Company with effect from 1st July, 2022.

3. Ms. Saloni Bindal (09607557) was appointed as Non-Executive Woman Director of the Company with effect from

1st July, 2022.

4. Mr. Girish Bindal who already hold directorship in the Company as an Executive Director was Appointed as a Chairman with effect from 17th May, 2022.

5. Director Retire by Rotation- In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Girish Bindal, Executive Director (DIN: 00484979) of the company is liable to retire by rotation and being eligible to offers himself for reappointment. The disclosures required regarding appointment / re-appointment Mr. Girish Bindal pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meeting issued by The Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.

22. DETAILS OF KMPs ON DATE 31st MARCH, 2023

Following are the Details of KMP of the Company as on 31st March,2023:

Sl No

Name of KMPs

Designation

Date of Appointment

1

Mahendra Bindal

Managing Director

12.05.2003

2

Girish Bindal

Chairman and Executive director

12.05.2003

3

Mohit Agarwal

Chief Financial Officer

14.02.2023

4

Aparupa Das

Company Secretary & Compliance Officer

04.11.2023

A. followings were the changes in the position of Key Managerial Personnel during the Financial Year 2022-2023.

1. Mr. Mayank Bindal was appointed as a CFO of the Company with effect from 10th May 2022 and resigned from the position due to preoccupation with effect from 25th July, 2022.

2. Mr. Mahendra Bindal who already hold the position of Director of the Company has been appointed as a Managing Director of the Company by change in designation with effect from 17th May 2022 and simultaneously has been appointed as a Chief Financial Officer (CFO) of the Company with effect from 25th July, 2022.

3. Mr. Mahendra Bindal later on resigned from the position of CFO with effect from 14th February 2023 and Mr. Mohit Agarwal has been appointed as a new CFO of the Company with effect from 14th February 2023.

4. Mrs. Nidhi Goyal was appointed as a Company Secretary cum Compliance Officer with effect from 25th July, 2022, who resigned from the position with effect from 4th November, 2022.

5. Mrs. Aparupa Das having Membership No : 42450 has been appointed as a Company Secretary cum Compliance Officer of the Company with effect from 4th November, 2022.

23. BOARDS EVALUATION OF THE PERFORMANCE

In compliance with the Companies Act, 2013, and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, and that of its Committees and Individual Directors. After completion of internal evaluation process, the board at its meeting held on 30th May, 2023 also discussed the performance evaluation of the Board, its committees and individual Directors. The Board expressed its satisfaction with evaluation process and results thereof.

24. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the Financial Year eleven (11) meetings of Board of Directors held on 15th April, 2022, 10th May, 2022, 28th June, 2022, 18th July, 2022, 25th July, 2022, 26th July, 2022, 28th July, 2022, 07th October, 2022, 04th November, 2022, 14th November, 2022, and 14th February, 2023.

The Attendance of Directors at the Board Meetings is as follows:

Sr. No.

Name of Directors

No. of Meetings Eligible to Attend No. of Board Meetings Attended

1

Mahendra Bindal

11 11

2

Girish Bindal

11 10

3

Atul Kumar Bajpai

9 9

4

Pravin Poddar

8 8

5

Saloni Bindal

8 8

25. COMMITTEES OF BOARD:

To comply with the provisions of section 177 and 178 of the Companies Act, 2013(“the Act) and Rule 6 of the Companies (Meeting of board and its powers) Rules, 2014 the following Committees have been constituted by the Board of Director of the Company.

I) Audit Committee

II) Nomination & Remuneration Committee

III) Stakeholders Relationship Committee

I) AUDIT COMMITTEE:

The Board had, at its meeting held on Monday,18th July,2022, constituted the Audit Committee in compliance with the requirement under Section 177 of the Companies Act, 2013, read with rules made thereunder and Regulation 18 of the Listing Regulations. The present terms of reference of the Audit Committee includes the powers as laid out in Regulation 18(2)(c) and role as stipulated in Regulation 18(3)(A) of the Listing Regulations. The role, powers and terms of reference of this Committee also covers the areas as contemplated under Section 177 of the Companies Act, 2013 and the Committee also complies with the relevant provisions of the Companies Act, 2013.

A) Terms of reference:

The Scope and functions of the Audit Committee are in accordance with Section 177 of the Companies Act 2013 and Regulations 18 (3) of SEBI Listing Regulation and its terms of reference include the following:”

• Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• Recommending to the Board the appointment, re-appointment and replacement, remuneration and terms of appointment of statutory auditor of the Company;

• Reviewing and monitoring the statutory auditors independence and performance, and effectiveness of audit process.

• Approving payments to statutory auditors for any other services rendered by the statutory auditors of the Company.

• Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

(a) Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-Section 3 of Section 134 of the Companies Act, 2013, as amended;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by the management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with SEBI Listing Regulations and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions; and

(g) Qualifications / modified opinion(s) in the draft audit report.

• Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the board for approval;

• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

• Approval or any subsequent modification of transactions of our Company with related parties and omnibus approval for related party transactions proposed to be entered into by our Company subject to such conditions as may be prescribed;

• Formulating a policy on related party transactions, which shall include materiality of related party transactions;

• Scrutinizing of inter-corporate loans and investments;

• Valuing of undertakings or assets of the Company, wherever it is necessary;

• Evaluating of internal financial controls and risk management systems;

• Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

• Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• Discussing with internal auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected

fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• Reviewing the functioning of the whistle blower mechanism;

• Approving the appointment of the Chief Financial Officer (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; and

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board and/ or specified/ provided under the Companies Act, 2013 or SEBI Listing Regulations or by any other regulatory authority.”

• Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

• Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

B) Composition of Audit Committee during the Financial Year under review:

Name of the Director

Designation in Committee

Nature of Directorship

Mr. Atul Kumar Bajpai

Chairman

Independent Director

Mr. Pravin Poddar

Member

Independent Director

Mr. Girish Bindal

Member

Executive Director

C) Meetings of the Audit Committee during the Financial Year under review:

During the Financial year2022-2023 the Audit Committee held 3 (three) meetings on 26th July, 2022, 14th November ,2022, and 14th February, 2023.

Name of Director

No. of Meetings Eligible to Attend No. of meetings attended

Mr. Atul Kumar Bajpai

3 3

Mr. Pravin Poddar

3 3

Mr. Girish Bindal

3 2

II) NOMINATION AND REMUNERATION COMMITTEE

Your Company has constituted a Nomination and Remuneration Committee in accordance Section 178 of Companies Act, 2013. The constitution of the Nomination and Remuneration Committee was approved by a Meeting of the Board of Directors held on July 18, 2022, in terms of requirement under the provisions of Section 178 the Companies Act, 2013, read with rules made thereunder and in conformity with Regulation 19 of the Listing Regulations.

A) Terms of reference:

The Scope and functions of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act 2013 and Regulations 19 (4) of SEBI Listing Regulation and its terms of reference include the following:

• Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

• Formulating of criteria for evaluation of performance of independent Directors and the Board;

• Devising a policy on Board diversity;

• Identifying persons who are qualified to become directors of our Company and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal. Our Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report of our Company;

• Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

• Analyzing, monitoring and reviewing various human resource and compensation matters;

• Determining our Companys policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors;

• Determining compensation levels payable to the senior management personnel and other staff (as deemed necessary), usually consisting of a fixed and variable component;

• Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

• Performing such functions as are required to be performed by the compensation committee under the SEBI (Share Based Employee Benefits) Regulations, 2014;

• Framing suitable policies, procedures and systems to ensure that there is no violation, by and employee id any applicable laws in India or Overseas, including:

(a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and,

(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, by the trust, our Company and its employees, as applicable.”

• Performing such other activities as may be delegated by the Board of Directors and/or specified/ provided under the Companies Act, 2013 or SEBI Listing Regulations or by any other regulatory authority.

The policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters is available on the companys website.

B) Composition of NRC Committee during the Financial Year under review:

Sr. No.

Name of Director

Status in Committee

Nature of Directorship

1.

Mr. Pravin Poddar

Chairman

Independent Director

2.

Mr. Atul Kumar Bajpai

Member

Independent Director

3.

Ms. Saloni Bindal

Member

Non-Executive Director

C) Meetings of NRC Committee during the Financial Year under review:

During the Financial year 2022-2023 the Nomination and Remuneration Committee held 3(three) Meetings on 25th July 2022, 4th November,2022 and 14th February , 2023.

Name of Director

No. of Meetings Eligible to Attend No. of meetings attended

Mr. Pravin Poddar

3 3

Mr. Atul Kumar Bajpai

3 3

Mrs. Saloni Bindal

3 3

Ill) STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has constituted a shareholder / investors grievance committee “Stakeholders Relationship Committee” to redress complaints of the shareholders. The Stakeholders Relationship Committee was constituted vide resolution passed at the meeting of the Board of Directors held on July 18, 2022.

A) Terms of reference:

The Scope and functions of the Stakeholders Relationship Committee is in accordance with Section 178 of the Companies Act 2013 and Regulations 20 (4) of SEBI Listing Regulation and its terms of reference include the following: The Committee shall consider and resolve grievances of security holders, including but not limited to:

• Efficient transfer of shares including review of cases for refusal of transfer / transmission of shares and debentures;

• Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of duplicate / split / consolidated share certificates;

• Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer / transmission of shares and debentures;

• Allotment and listing of shares in future;

• Reference to statutory and regulatory authorities regarding investor grievances;

• Review of measures taken for effective exercise of voting rights by shareholders

• Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company

• Ensure proper and timely attendance and redressal of investor queries and grievances; and

• To do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers.

Name of the Director

Designation in Committee

Nature of Directorship

Mrs. Saloni Bindal

Chairperson

Non- Executive Director

Mr. Atul Kumar Bajpai

Member

Independent Director

Mr. Mahendra Bindal

Member

Managing Director

C) Meetings of Stakeholders Relationship Committee during the Financial Year under review:

During the Financial Year under Review, the Committee held 1(one) Meeting as on dated 30th March,2023.

Name of Director

No. of Meetings Eligible to Attend No. of meetings attended

Mrs. Saloni Bindal

1 1

Mr. Atul Kumar Bajpai

1 1

Mr. Mahendra Bindal

1 1

26. CONFIRMATION BY THE BOARD OF DIRECTORS REGARDING ACCEPTANCE OF RECOMMENDATION OF ALL COMMITTEES:

In terms of the amendments made to the Listing Regulations, the Board of Directors confirm that during the year, it has accepted all recommendations received from all its committees.

27. MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 27th March,2023 to review the performance of Non- Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timelines of the flow of information between the Management, Board and its Committees considered necessary for effective and reasonable performance while discharging their duties.

28. DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT DIRECTORS FOR THE FINANCIAL YEAR 2022-2023

On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through an induction and familiarization program including the presentation and interactive session with the Committee Members and other Functional Heads on the Companys finance and other important aspects. The details of this Familiarisation programme is also available on the Companys website;

29. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

Your Company has in place a Whistle Blower Policy, as a part of Vigil Mechanism to provide appropriate avenues to the Directors, employees and other Stakeholders of the Company to bring to the attention of the Management any issue which is perceived to be in violation of or in conflict with the Code of conduct, values, principles and beliefs of the Company. The established Vigil Mechanism helps to report concerns about any unethical conduct, financial malpractices or any unhealthy practice prevalent in the Company. The said Vigil Mechanism provides for adequate safeguards against victimization of persons who use such mechanism and also provides for direct excess to the Chairman of the Audit Committee. The details of this Policy are also available on the Companys website; http://www.steelmantelecom.com./code-policy.php.

30. REMUNERATION POLICY

The Board has, on recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters as per section 178 and Clause 49(IV)(B) of Listing Agreement. The Policy is available on the website of the Company viz. http://www.steelmantelecom.com./ code-policy.php.

31. THE DISCLOSURES OF THE COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN REGULATION 17 TO 27 AND CLAUSES (B) TO (I) OF SUB-REGULATION (2) OF REGULATION 46 SHALL BE MADE IN THE SECTION ON CORPORATE GOVERNANCE OF THE ANNUAL REPORT.

As per the provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, (LODR Regulations) the regulations 17-27 of the LODR Regulations pertaining to requirements of Corporate Governance provisions shall not apply in respect of the following class of Companies:

a) Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous Financial Year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form part of the Annual Report for the Financial Year 2022-2023.

The disclosure regarding the above are filed with the BSE on quarterly basis and are also available in our website http://www.steelmantelecom.com/corporate-governance.php.

32. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.

As your Company is listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1st April, 2017.

33. CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OOFFICER CERTIFICATION

The Managing Director (MD) and Chief Financial Officer (CFO) have issued necessary certificate pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 certifying that the Financial Statements do not contain any materially untrue statement and these statements represent a true and fair view

of the Companys affairs. The said certificate is annexed and forms part of the Annual Report.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions that were entered into during the Financial Year were on an arms length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013. All the details regarding related parties are disclosed in the Financial Statement.

During the Financial Year under review your Company has entered into related party transactions and the details as per provisions of section 134(3) (h) of the Companies Act, 2013 read with provisions of rule 8 of the Companies (Accounts) Rules, 2014, are disclosed in Form No.AOC-2 as an Annexure-E.

However, the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards.

All the Related Party Transactions entered during the Financial Year under review were presented before the Audit Committee and the omnibus approval were taken for the transactions repetitive in nature.

35. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There was no material changes and commitment in the financial position of the Company occurred between the ends of the financial year to which these financial statements relate and the date of report.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as follows:

(A) CONSERVATION OF ENERGY:

(i) Steps taken or impact on conservation of energy: Nil

(ii) The steps taken by the company for utilization of alternate sources of energy: Nil

(iii) The Capital Investment on energy conservation equipment: Nil

(B) TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption: Nil

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NOT APPLICABLE

(iv) The expenditure incurred on Research and Development: Nil

(C) FOREIGN EXCHANGE EARNING & OUTGO

Foreign Exchange Earning: NIL

Foreign Exchange Outgo: Rs.4,45,043/-($5331)

37. RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating organizations risk exposures while achieving its objectives. Risk Management is an important business aspect in the current economic environment and its objective is to identify, monitor and take mitigation measures on a timely basis in respect of the events that may pose risks for the business. The Companys risk-management strategy is to identify, assess and mitigate any significant risks. The company has established processes and guidelines, along with a strong overview and monitoring framework at the Board and Senior Management levels. The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest and that there is no element of risk identified that may threaten the existence of the Company. The focus shifts from one area to another area depending upon the prevailing situation. A detailed report on significant risks and mitigation is forming part of Managements Discussion and Analysis.

38.HUMAN RESOURCES:

Your company believe that the employees are key contributors to the success of the business. Your company Focus on attracting and retaining the best possible talent. This attribute helps employees garner a sense of brotherhood with the management which ultimately produces exemplary results for the entire organization. Companys manpower is a prudent mix of the experienced and youth which gives the dual advantage of stability and growth. Entire work processes and skilled, semi-skilled and unskilled resources together with management team have enabled to implement your companys growth plans.

Your Company believes that the human resources are a very important part of its strengths and hence ensures that all facilities like EPFO, ESIC, Leave, Entitlement and other facilities, uniforms, safety equipment is provided to all staff as applicable. Housing facility is available for outstation employees.

39.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, there were no significant material orders passed by the Regulators / Courts and no litigation was outstanding as on March 31,2023, which would impact the going concern status and future operations of your Company. The details of litigation on tax matters are disclosed in the Auditors Report and Financial Statements which form part of this Annual Report.

During the year under review, no Corporate Insolvency Resolution application was made or proceeding was initiated, by / against your Company.

40. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

41. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM OVER FINANCIAL REPORTING

The Company has, in all material respects, an adequate Internal Financial Controls System over Financial Reporting and such Internal Financial Controls over Financial Reporting were operating effectively as at 31st March, 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants Of India.

42. POLICIES

The Company seeks to promote the highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company.

• Code of Independent Director

• Familiarisation Programme for Independent Directors

• Code of Practice for Disclosure of UPSI

• Policy on Determination of Materiality of Events

• Nomination and Remuneration Committee Policy

• Policy for Preservation of Documents

• Policy for Related Party Transactions

• Vigil Mechanism Policy

• Cods of Fair Disclosure

• Anti-Sexual Harassment Policy

43. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliances with the Code.

44. COMPANYS WEBSITE

The website of your Company www.steelmantelecom.com, has been designed to present the Companys businesses up-front on the home page. The site carries a comprehensive database of information including the Financial Results of your Company, Shareholding pattern, Directors and Corporate Profile, Corporate Policies and business activities of your Company. All the mandatory information and disclosures are as per the requirements of the Companies Act, 2013 and Companies Rules 2014.Company has complied with Clauses(b) to (i) of Regulation 46 (2) relating to dissemination of information on the website of the Company.

45. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report under review, as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is forming part of the Directors Report.

46. DIRECTORS RESPONSIBILITY STATEMENT:

As required under clause (c) of sub-section (3) of section 134 of the Act, directors, to the best of their knowledge and belief, state that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 controls to be followed by the company and that such internal financial controls are 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.

47. STATUTORY AUDITORS

M/S GUPTA AGARWAL AND ASSOCIATES,CHARTERED ACCOUNTANTS, Kolkata (ICAI Firm Registration Number -329001E ) has been Re-appointed as a Statutory Auditors of the Company to hold the office for the term of five(5) Years, beginning from the conclusion of the 19th Annual General Meeting of the Company held during the FY-2022-2023 till the conclusion of the Annual General Meeting of the Company to be held in the Financial Year 2027 -2028 ,for the period of five (5) years from 01.04.2022 to 31.03.2027 on such terms and remuneration as may be mutually agreed upon between the said Auditors and Board of Directors of the Company”.

Auditors have confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014

48.EXPLANATION OR COMMENTS OR QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DECLARATIONS MADE BY THE AUDITORS IN THEIR REPORTS AND BOARDS COMMENT ON AUDITORS REPORT

There were no qualifications reservations or adverse remarks made by the Auditors in their report. Further, the observations of the Statutory Auditors, when read together with the relevant notes to accounts and other accounting policies are self-explanatory and do not call for any further comment.

49.INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/S S. MURARKA & COMPANY, Practicing Chartered Accountants Kolkata is appointed by the Board of Directors as an Internal Auditor of the Company for the period of two (2) Financial Year, from the FY-2022-2023 to FY 2023-2024.

50. DEPOSITORY SYSTEMS

All the Shares of the Company are held in dematerialised form and all the Companys Shares are currently traded in dematerialized form, as per the SEBI directives and by virtue of an agreements with the following Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

As on 31st March,2023, total 9676200 Equity Shares are held in dematerialized form and represent 100% of the Companys total paid up capital, out of which 1407600 Equity Shares are in Demat mode with NSDL and 8268600 equity Shares remains in Demat mode with CDSL.

51. POLICY ON PREVENTION, PROVISION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 to ensure harassment free workplace for employees. Sexual harassment cases are dealt as per the Companys Policy on ‘Prevention of Sexual Harassment. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the Financial Year under review, the Company held meeting of woman employees on 30th March, 2023 at the registered office of the Company and has not received any complaints of sexual harassment from any of the woman employee of the Company.

52. COST AUDIT AND AUDIT REPORT

The maintenance of cost records under Section 148(1) of the Companies Act, 2013, and Audit of Cost Records are not applicable to the Company.

53. INDUSTRIAL RELATIONS

Industrial relations in your Company, during the year under review continued to be cordial and harmonious.

54. FRAUD REPORTED BY THE AUDITOR

No case of fraud has been reported by the Auditors under sub-section (12) of Section 143 of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

55. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year.

56. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and sale operations. The Companys policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

57. BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by them from an environmental, social and governance perspective is not applicable to the Company, for the Financial Year 2022-23 as per the SEBI Notification dated 22 December, 2015 and Frequently Asked Questions issued by SEBI on SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 dated 29" January, 2016.

58. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

59. CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT

The Company has a code of conduct for all its Board members and senior management personnel which is available on the website of the Company.

http://www.steelmantelecom.com/pdf/Code%20of%20Conduct%20for%20Directors.pdf All Board members and Senior Management Personnel (as per Regulation 26(3) of the Listing Regulations) have affirmed compliance with the applicable Code of Conduct.

60. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT

No revision of Financial Statements or Board Report was made in respect of any of the three preceding financial years.

61. MEANS OF COMMUNICATION Results

The Half Yearly Audited Results and the Annual Audited Financial Results of the Company are sent to the stock exchanges immediately after they are approved by the Board. Also, they are uploaded on the Companys website www.steelmantelecom.com. The results are published in accordance with the guidelines of the Stock Exchange.

Website

The Companys website www.steelmantelecom.com contains a separate dedicated section ‘Investor Relations wherein shareholders information including financial results is available. The Companys Annual Report is also available in a user- friendly and downloadable form.

Annual Report

The Annual Report containing, inter alia, Audited Financial Statements (standalone and consolidated), Boards Report, Auditors Report and other important information is circulated to Members and others entitled thereto. The Managements Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Companys website www.steelmantelecom.com.

62. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no significant events during the financial year except the following:

Company has registered a Foreign Subsidiary Company named STEELMAN INSTALLATION SERVICES PLC and invested in the equity capital BIRR 8100000 i.e., 99% of the total paid up equity.

63. GENERAL SHAREHOLDER INFORMATION LISTING ON STOCK EXCHANGES

a) The Equity Shares of the Company are listed at the following Stock Exchange: - BSE Limited (BSE) in SME platform.

Address: Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001.

BSE Scrip Code: 543622 ISIN No: INE0MSK01016

a) STOCK MARKET PRICE DATA:

Month & Year

High (Rs.) Low (Rs.) Volume (Nos.)

October, 2022

270 261 4166400

November,2022

236.25 165 892800

December,2022

205 161.5 344400

January,2023

204 161.3 272400

February,2023

168 133.85 307200

March, 2023

173 121.85 357600

b) Shareholding Pattern as on 31st March, 2023

Sl. No.

Category

Total Shareholder Total Shares Percentage (%)

1

Clearing Member

3 3685 0.04

2

Corporate Bodies

43 631200 6.52

3

Foreign Portfolio Investor (Corporate)- Category II

1 180000 1.86

4

Non-resident Indian

13 32400 0.33

5

Promoters

7 6965400 71.98

6

Public

436 1863515 19.26

Total

503 9676200 100

c) Distribution of Shareholding as on 31st March 2023:

Shareholding of Nominal (RS)

Number of Shareholders Number of Shares % of Capital

1 -5000

1 850 0.0009

10001 -20000

294 3527150 3.6452

20001 - 30000

78 1872000 1872000

30001 -40000

29 1044000 1.0789

40001-50000

20 960000 0.9921

50001-100000

25 1872000 1.9346

100001 & above

56 87486000 90.4136

TOTAL

503 96762000 100

e. Status of Investor Complaints Status of Investor Complaints as on 31st March, 2023 as reported under Regulation 13(3) of the Listing Regulations is as under:

Complaints pending as on 1st April, 2022

0

Received during the year

0

Resolved during the year

0

Pending as on 31st March, 2023

0

f) SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES

or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during Financial Year 2022-23.

g) Registrar and Share Transfer Agents:

BIGSHARE SERVICES PRIVATE LIMITED

1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis,

Makwana Road, Marol, Andheri East,

Mumbai- 400059, Maharashtra, India Tel No.: +91 22 6263 8200 Fax No.: +91 22 6263 8299 E-mail: ipo@bigshareonline.com

h) Listing Fees to the Stock Exchange

The Company has paid listing fees up to March 31, 2024 to SME Platform of BSE Limited, where the Companys shares are listed.

i) Address for Correspondence

To contact Registrars & Share Transfer agents for the matters relating to shares

BIGSHARE SERVICES PRIVATE LIMITED

Tel No.: +91 22 6263 8200 Fax No.: +91 22 6263 8299

E-mail:ipo@bigshareonline.com, investor@bigshareonline.com

For any other general matters or in case of any difficulties /grievance

MRS. APARUPA DAS

Rishi Tower, Premises No.02-315 Street No.315,

New Town Kolkata-700156 Phone: 8443-022-233

Email Id: cs@steelmantelecom.in, info@steelmantelecom.in

j) Financial Calendar

Financial reporting for the 1st Half Year End - November 14, 2022 Audited yearly Results for the year ending March 31, 2023- May 30, 2023

64. GREEN INITIATIVE

Your Company remains committed towards its endeavour to minimize its carbon foot prints and continues to embrace a sustainability initiative with the aim of going green and minimising the repercussion on the environment. Your Company had already adopted the green initiative by dispatching the Annual Report, Notices, other communications, etc., through e-mail to its Shareholders, whose e-mail address are registered with relevant Depository Participants / RTA / Company. Shareholders are requested to support this initiative by registering / updating their e-mail address for receiving Annual Report, Notices, other communications, etc. through e-mail. In view of the COVID-19 pandemic, the Ministry of Corporate Affairs (‘MCA) and the Securities and Exchange Board of India had issued relaxations from sending printed copy of Annual Report, Notice of the Annual General Meeting (‘AGM), etc. to the Shareholders for the AGM to be held in the year 2023. With objective of supporting the Green Initiative and in view of the above-mentioned relaxations, your Company is dispatching the Annual Report & Notice of the AGM along with other documents required to be annexed thereto to the Shareholders through e-mail at their registered e-mail address. Such documents are also available on the website of the Company at www.steelmantelecom.com.in Further, those Shareholders who have not yet registered their e-mail address are requested to follow the procedure as mentioned in the Note to the Notice calling AGM to receive the Annual Report & the Notice of the AGM and other documents relating thereto through electronic mode and to enable their participation in the AGM.

65. OTHER DISCLOSURES

During the financial year under review,

i. there was no instance of one-time settlement with any Bank or Financial Institution.

ii. The Company has not issued any GDRs/ADRs/Warrants or any Convertible Instruments.

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

66. CAUTIONARY STATEMENT:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute “forward looking statements “within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ. Details as prescribed under section 134 of the Act and Rules made thereunder, applicable to the Company, have been specifically given in this Report, wherever applicable.

67. ACKNOWLEDGEMENT

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companys activities during the year under review.

Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

Your directors recognize the commitment and contribution of the employees at all levels and look forward to their increased involvement and dedicated services towards the Company in the coming years.

BY OREDER OF THE BOARD OF DIRECTOR

FOR STEELMAN TELECOM LIMITED

Formerly known as

(Steelman Telecom Private Limited)

MAHENDRA BINDAL

MANAGING DIRECTOR

(DIN: 00484964)

Date:12.07.2023