Dear Shareholders,
Your Directors have pleasure in presenting their Report on the business and operations
of your Company along with the Audited Accounts of the company for the year ended 31st
March 2023.
FINANCIAL RESULTS:
| Particulars |
Current Year ( In Lac) |
Previous Year ( In Lac) |
| Sales and other income |
28,530.95 |
23,713.93 |
| Profit before depreciation |
4,465.83 |
3,943.62 |
| Depreciation |
894.37 |
857.99 |
| Profit for the year |
3,571.46 |
3,085.63 |
| Provision for tax |
970.65 |
727.71 |
| Profit after tax |
2,600.81 |
2,357.92 |
| Other comprehensive income |
9.67 |
(12.42) |
| Divided Paid |
(125.40) |
- |
| Total Comprehensive Income |
2,485.08 |
2,345.50 |
| Profit brought forward from the previous year |
6,141.77 |
3,796.27 |
| Surplus carried to Balance Sheet |
8,626.85 |
6,141.77 |
| Earning per equity share of 10 eachBasic (in ) Diluted (in ) |
22.81 |
20.68 |
|
22.81 |
20.68 |
OPERATIONS AND PERFORMANCE:
The Company achieved Net Sales of 28,497.94 Lacs as against 23,685.23 Lacs in the
previous years. The EBITDA for the year was 4868.19 Lacs in comparison to 4391.51 Lacs in
the previous year. After providing for interest, depreciation and tax, the profit after
tax of the Company was 2600.81 Lacs as against 2357.92 Lacs in the previous year, which
resulted in EPS of 22.81 in the current year compare to previous years 20.68.
OPERATIONAL REVIEW:
The Company adopted focused approach on improving its volumes, operational efficiencies
and operating facilities at optimum levels. The multiprolonged strategy has helped the
Company in seizing the opportunity offered by the pick-up in the economic activities in
the country especially the steel intensive sectors like infrastructure, construction etc.
During the year, the Company produced 32,688 MT (Previous Year 38,706 MT) of Sponge
Iron The Company produced 33,682 MT (previous year 20,111 MT) of Pig Iron. The Company
produced 35,100 MT (previous year 27,467 MT) of MS Billet. The Company produced 29,180.45
MT (previous year- 22,389 MT) of TMT Bars.
FUTURE PROSPECTS:
The Global steel demand is expected to grow by 8% in the year 2023 as a result of
economic recovery post COVID-19 pandemic supported by government spending and stimulus
packages. The Indian steel industry is also expected to remain buoyant amidst strong
domestic demand recovery, accommodative government policies and export opportunities.
Through its policies, the Government significantly increased
SURAJ PRODUCTS LIMITED
capital expenditure on infrastructure projects to build back medium-term demand and
aggressively implemented supply-side measures to prepare the economy for a sustained long-
term expansion. With the vaccination programme having covered the majority of the
population, recovering economic momentum and the likely long-term benefits of supply-side
reforms in the pipeline, the Indian Economy is in a good position to witness GDP Growth of
around 8.0% to 8.5% in 2022-23.
DIVIDEND:
Board of Directors of the Company recommend payment of final dividend @ 15 % i.e. 1.50
per equity share of 10/- each, subject to approval of shareholders at the forthcoming AGM.
DIVIDEND DISTRIBUTION POLICY:
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, (SEBI Listing Regulations)
the Board of Directors of the Company (the Board) formulated and adopted the Dividend
Distribution Policy (the Policy).
The Board has recommended dividend based on the parameters laid down in the Dividend
Distribution Policy and dividend will be paid out of the profits for the year. The
dividend on Equity Shares is subject to the approval of the Shareholders at the Annual
General Meeting (AGM). The dividend, if approved would result in a cash outflow of 1.71
crores. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the
shareholders effective April 1, 2020, and the Company is required to deduct tax at source
from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.
SAFETY:
The Company is committed for the implementation of the best possible practices for
ensuring the safety of its all stakeholders including employees and contractors. The
Company strongly believes that providing safe & healthy working environment to its
workforce is not only a statutory requirement but also its moral responsibility.
The Company has developed safety standards, SOPs and safety manual systems and
procedures which addresses employee safety, occupational health, process safety and
emergency preparedness.
The Company has a structured system for periodically review policies, objectives and
targets for continual improvements through corrective and preventive actions and provides
safe and healthy working for all by implementing "Zero Accident" policy.
MATERIAL CHANGES AND AMENDMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year of the Company to which the financial
statements relate and the date of the report.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT OR TRIBUNALS:
During the period under review there were no significant and material orders passed by
the Regulators/ Courts or Tribunals impacting the going concern status of the Company and
its operations in future. However, Members attention is drawn to the statement on
contingent liabilities, commitments in the notes forming part of the Financial Statements.
CHANGE IN NATURE OF BUSINESS, IF ANY:
During the year under review there is no change in nature of business of the Company.
17
SURAJ PRODUCTS LIMITED
CLOSURE OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer Books of the Company will be closed with
effect from Monday September 04, 2023 to Monday September 11, 2023 (both days inclusive)
for the purpose of Dividend & Annual General Meeting.
TRANSFER TO RESERVE:
The Board of Directors has decided to retain the entire amount of profit, remaining
after payment of dividend, for FY 2022-23 in the statement of profit and loss.
SHARE CAPITAL:
The Authorized Share Capital of the Company is 12,00,00,000/- (Rupees Twelve Crores
only) divided into 1,20,00,000 Equity Shares of 10/- each. As on March 31, 2023 the
paid-up share capital of the Company is 11,40,00,000 (Rupees Eleven Crores and Forty Lacs
only) divided into 1,14,00,000 Equity Shares of 10/- each. During the year your Company
has not issued any equity shares.
DEPOSITS:
During the year, the Company has not accepted any Deposits as defined under the
Companies Act, 2013.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
Following changes in Board of Directors of the Company has been made:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mrs. Sunita Dalmia (DIN- 00605973), Non-Executive
Promoter Director, retires by rotation at the forthcoming Annual General Meeting and Being
eligible, offers herself for re- appointment. Members approval is being sought at the
ensuing Annual General Meeting for her re- appointment. Your Directors recommend her
re-appointment.
Mr. Yogesh Kumar Dalmia (DIN-00605908) has been re-appointed by the Board of
Directors at their meeting held on 29th day of May, 2023, as whole time Director
designated as the Managing Director of the Company w.e.f. 1st day of September, 2023 for a
further period of five years, subject to approval of the members at the forthcoming Annual
General Meeting. Your Directors recommend his re- appointment.
In terms of Section 149 of the Act, Dr. Bhagiratha Mishra (DIN-08958235) was
appointed as an Additional Director by the Board of Directors at their meeting held on
27.03.2023 to hold office till forthcoming Annual General Meeting. The Board considering
Dr. Mishras experience, technical expertise in fields related to our Industry are of the
opinion that his association would be beneficial to the Company, recommends his
appointment as an Independent Director of the Company, not liable to retire by rotation,
for a term of five years commencing with effect from 32nd Annual General Meeting upto 37th
Annual General Meeting, for approval of the members by way of a Special Resolution at the
ensuing AGM of the Company. Your Directors recommend his appointment
Accordingly Members approval is being sought at the ensuing AGM for his appointment.
In terms of Section 203 of the Act, the following are the Key Managerial Personnel
(KMP) of the Company as on 31st March, 2023:
- Mr. Y.K.Dalmia, Managing Director
- Mr. Gagan Goyal, Executive Director
- Mr. M.K.Hati, Chief Financial Officer
- Mr. A.N.Khatua, Company Secretary
SURAJ PRODUCTS LIMITED
PERFORMANCE EVALUATION:
Pursuant to the provisions of Section 134 (3) (p) of the Companies Act, 2013, a
structured questionnaire was prepared after taking into consideration of the various
aspects of the Boards functioning, composition of the Board and its Committees, culture,
execution and performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed. The performance
evaluation of the Chairman and the non-independent Directors was carried out by the
Independent Directors. The Board of Directors expressed their satisfaction with the
evaluation process.
LOANS AND ADVANCES IN WHICH DIRECTORS ARE INTERESTED:
The Company has not provided any loans and advances to any firms/companies in which
Directors are interested under the provisions of Section 186 of the Companies Act, 2013.
CREDIT RATING:
Credit Rating Agency M/S ICRA Limited has upgraded our Bank Loan facilities rating as
follows:
- Long term facility- (ICRA) BBB (Stable).
- Short term facility- (ICRA) A3+
AUDITORS REPORT & AUDITORS OBSERVATION:
There is no audit qualification in the Companys Financial Statements. The company
continues to adopt practices to ensure best practice as per Indian Accounting Standards.
The Notes on Accounts referred to in the Auditors Report enclosed are self-explanatory
and do not call for any further comments.
STATUTORY AUDIT:
The Board of Directors on recommendation of Audit Committee, at their meeting held
on 23.07.2022, had recommended appointment of Messrs GARV & Associates (Formerly-
Rustagi & Co.), Chartered Accountants, Kolkata (ICAI Firm Registration Number
-301094E) for a period of 5 years to hold office from the conclusion of Thirty first
(31st) Annual General Meeting until the conclusion of thirty first (36th) Annual General
Meeting of the Company at such remuneration as may be mutually agreed by the Board of
Directors of the Company and the Auditors.
The Statutory Auditor Messrs GARV & Associates (Formerly- Rustagi & Co.),
Chartered Accountants, Kolkata has submitted an un-qualified Audit Reports for the
financial year 2022-23 and no frauds were detected by the Auditor during the financial
year.
COST AUDIT:
Pursuant to Section 148 of the Companies Act, 2013 read with rules made there
under, the Board has re-appointed M/s A S & Associates, Cost Accountants (Registration
No-000523) to audit the Cost Accounts of the Company for the year ending 31st March, 2023.
The Company has submitted Cost Audit Report and other documents for the year ended 31st
March, 2022 with the Central Government by filing Form CRA-4 vide SRN-F31618259 dated
20.10.2022.
SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and rules made
thereunder, the Company has appointed Messers L.N.Panda & Associates, Rourkela a firm
of Company Secretaries in practice to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as "Annexure I". The
Secretarial Audit Report does not contain any qualification, reservation or adverse
remarks for the year under review.
19
SURAJ PRODUCTS LIMITED
The Company is in compliance with the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India and approved by the Central Government under
Section 118(10) of the Act.
AUDIT COMMITTEE RECOMMENDATION:
During the year all the recommendations of the Audit Committee were accepted by the
Board. The composition of the Audit Committee is as described in the Corporate Governance
Report.
LISTING FEES:
The shares of the Company are listed at Bombay Stock Exchange and Calcutta Stock
Exchange Limited. The Scrip Code at BSE is 518075 and at CSE is 13054.
The respective listing fees for the above Stock Exchanges up to the year 2023-24 have
been paid.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance towards sexual harassment at workplace. The Company
has adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at workplace
(prevention, prohibition and Redressal) Act, 2013 and the Rules framed there under. It has
constituted an internal Complaint Committee in compliance with the above mentioned Act and
Rules. During the Financial Year 2022- 23, no complaint has been received.
SAFETY, HEALTH & ENVIRONMENT:
The Company is committed to provide a safe and healthy working environment and
achieving an injury and illness free work place. During the year under review, there was
no lost time injury incident reported.
RECONCILIATION OF SHARE CAPITAL:
As directed by Securities Exchange Board of India (SEBI), Reconciliation of Share
Capital is being carried out quarterly by a practicing Company Secretary. The findings of
the Reconciliation of Share Capital were satisfactory.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 134 (5) of the Companies Act, 2013 the Board of Directors of
the Company confirm that;
- In the preparation of the annual accounts for the financial year ended 31st March, 2023,
the applicable accounting standards had been followed along with proper explanation
relating to material departures;
- They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company at the end of the financial year and of the profit
and loss of the company for that period;
- They have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;
- They have prepared the annual accounts for the financial year ended 31st March, 2023 on
a going concern basis;
- They have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively;
- They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
20
SURAJ PRODUCTS LIMITED
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the year under review, there have been no material changes and commitments
affecting the financial position of the Company.
NUMBER OF BOARD MEETINGS DURING F.Y. 2022-23:
During the FY 2022-23 the number of meeting of Board of Directors of the Company comes
to 5(Five). The details of the number of meetings of the Board held during the financial
year forms part of the Corporate Governance Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The prescribed details as required Section 134 (3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 are set out in Annexure A forming
part of this report.
ACKNOWLEDGMENTS:
Your Directors wish to thank all stakeholders, employees and business partners and
Companys Bankers for their continued support and valuable co-operation. The Directors
also wish to express their gratitude to investors for the faith that they continue to
repose in the Company. We place on record our appreciation of the contribution made by
employees at all levels. Our resilience to meet challenges was made possible by their hard
work, solidarity, co-operation and support.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received the necessary declaration from each Independent Director in
accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(B) of the SEBI
Listing Regulations, that he/she meets the criteria of Independence as laid out in Section
149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.
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 and the Board is satisfied of
the integrity, expertise and experience (including proficiency in terms of Section 150(1)
of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company
have included their names in the Data Bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs.
NOMINATION & REMUNERATION POLICY:
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and senior Management of the Company.
This policy also lays down criteria for selection and appointment of Board Members. The
objective of the remuneration policy is to enable the Company to attract, motivate, and
retain qualified industry professionals for the Board of Management and other executive
level in order to achieve the Company strategic goals. The remuneration policy
acknowledges the internal and external context as well as the business needs and long term
strategy. The policy is designed to encourage behaviour that is focused on long- term
value creation, while adopting the highest standards of good corporate governance. The
Companys Remuneration Policy is available on the companys website https://
www.surajproducts.com
RELATED PARTY TRASACTIONS:
All transactions entered into with related parties (as defined under the Companies Act,
2013) during the financial year were in the ordinary course of business and on an Arms
length pricing basis, and do not attract the provisions of Section 188 of the Companies
Act, 2013 and were within the ambit of clause 23 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. There were no materially
SURAJ PRODUCTS LIMITED
significant transactions with related parties during the financial year which were in
conflict with interests of the Company. Suitable disclosure as required by the Accounting
Standards has been made in the notes to the Financial Statements.
VIGIL MECHANISM POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with
instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and in line with our
vision of being one of the most respected companies, the Company is committed to the high
standards of Corporate Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud and
mismanagement, if any.
The FRM Policy ensures that strict confidentiality is maintained whilst dealing with
concerns and also that no discrimination will be meted out to any person for a genuinely
raised concern.
A high level Committee has been constituted which looks into the complaints raised. The
Committee reports to the Audit Committee and the Board.
WHISTLE BLOWER POLICY:
The Company has a "Whistle Blower Policy" to report genuine concerns or
grievances. The Whistle Blower Policy has been posted on the website of the Company.
PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:
Disclosure pertaining to remuneration and other details as required under Section 197
of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.
The Statement containing particulars of employees as required under section 197(12) of
the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is available for inspection in terms of
Section 136 of the Act, any member interested may write to the Company Secretary and the
same will be furnished on request.
CORPORATE SOCIAL RESPONSIBILITY:
The concept of Corporate Social Responsibility has gained prominence from all avenues.
Organizations have realized that Government alone will not be able to get success in its
endeavour to uplift the downtrodden of Society. With the rapidly changing corporate
environment, more functional autonomy, operational freedom etc. our company has adopted
CSR as a strategic tool for sustainable growth. Pursuant to Section 135 of the Companies
Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Board of Directors of the Company has in place a Corporate Social
Responsibility (CSR) Policy including the CSR activities and their budgets as well as
recommendation of any subsequent change/modification to the CSR Policy. The CSR Policy has
been posted on the website of the Company available at the link www.surajproducts.com.
The Annual Report on CSR activities is annexed herewith as: Annexure-III. STATEMENT
PURSUANT TO LISTING AGREEMENT:
Your Companys shares are listed with Bombay Stock Exchange Limited and Calcutta Stock
Exchange Limited. We have paid the Annual Listing Fees and there are no arrears.
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 Companys
22
SURAJ PRODUCTS LIMITED
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 Board Directors and the designated employees have confirmed compliance with the
Code.
MANAGERIAL REMUNERATION:
Executive Directors are paid remuneration by way of salary, perquisites and retirement
benefits as recommended by the Nomination and Remuneration Committee and approved by the
Board and shareholders of the Company. Key Managerial Personnel and senior Management
Personnel are paid remuneration by way of fixed salary. The Company does not have any
Stock Option Scheme. No severance pay is payable on termination of appointment.
There are no director who is in receipt of any commission from the Company and who is a
managing or whole-time director of the Company.
EXTRACTS OF ANNUAL RETURN IN MGT- 9:
The details forming part of the extract of the Annual Return for the year ended on 31st
March, 2023, in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is
included in this Report as Annexure- II and forms an integral part of this Report.
CORPORATE GOVERNANCE:
The Company has been practicing the principles of good Corporate Governance over the
years and lays strong emphasis on transparency, accountability and integrity.
A separate Section on Corporate Governance as approved by the Board on 29.05.2023 and a
certificate from the Statutory Auditors of the Company regarding compliance of conditions
of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 form part of
this Annual Report.
The Managing Director and the Chief Financial Officer (CFO) of the Company have
certified to the Board on financial statements and other matters in accordance with
Regulation 17(8) of SEBI (LODR) Regulations, 2015 pertaining to MD/ CFO certification for
the Financial Year ended 31st March, 2023.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review, as stipulated
under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part
of this Annual Report.
DISCLOSURES WITH RESPECT TO EMPLYEES STOCK OPTION SCHEME:
The Company does not have any Employee Stock Option Scheme during the period.
ACKNOWLEDGEMENT AND APPRECIATION:
Your Directors would like to place on record our sincere appreciation for the continued
support given by the Banks, Government Authorities, customers, vendors, shareholders and
depositors during the period under review. The Directors also appreciate and value the
contributions made by the employees of our Company at all levels.
On behalf of the Board of Directors
Place: Kolkata C. K. Bhartia
Date: 29th day of May, 2023 Chairman
(DIN-00192694)
SURAJ PRODUCTS LIMITED
ANNEXURE TO THE DIRECTORS REPORT:
Annexure A
Statement pursuant to Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 and forming part of the Directors Report for the
year ended 31st March, 2023.
- CONSERVATION OF ENERGY:
The Company has taken various steps for conservation of energy and has installed
energy efficient equipments and thereby able to optimize the energy consumption
| ELECTRICITY |
|
For the Year 2022-2023 |
For the Year 2021-2022 |
| (a) Purchased Units |
KWH |
1,47,27,016 |
9,894,010 |
| Amount |
|
10,50,15,315 |
7,538,0354 |
| Cost per Unit |
|
7.13 |
7.62 |
| (b) Through Diesel Generator |
KWH |
73,698 |
67,895 |
| Unit per Ltr. of Diesel |
|
3.29 |
3.65 |
| Cost per Unit |
|
29.15 |
21.03 |
The Company has generated 28,252 MW power (Net) from CPP which was captively con- sumed
during the year as compared to PY figure of 25,215 MW power (Net).
During the year 19,265 MW Power (PY 16,596) was generated from steam generated through
WHRB and 8,987 MW Power (P.Y. 8,619) from steam generated through AFBC.
POWER CONSUMPTION:
Consumption of electricity per ton of production cannot be determined product wise
as Com- pany is having common processing facility for interdependent products.
- TECHNOLOGY ABSORPTION:
The Company continues to use technology & process know how developed in house.
- INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship with
workers and employees at all levels.
- FOREIGN EXCHANGE OUTGO:
Current Year ( ) Previous Year ( )
| Testing Fees: |
- |
4,31,713 |
| Purchase of Material |
- |
10,95,599 |
| Advance for Capital Goods |
98,10,492 |
- |
On behalf of the Board of Directors
Place: Kolkata C. K. Bhartia
Date: 29th day of May, 2023 Chairman
(DIN-00192694)
+91-9892691696
