Surani Steel Tubes Ltd Directors Report

STATE OF COMPANYS AFFAIRS

OPERATIONAL/FINANCIAL PERFORMANCE:

TRANSFER TO RESERVES:

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the Company.

DIVIDEND:

No Dividend has been declared by the Company for the Financial year ending 31st March, 2024.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

As required under the provision of the Section 124 & 125 and other applicable provisions of the Act, dividends that remain unpaid / Unclaimed for a period of consecutive 7 years, are required to be transferred to the account administered by the Central Government viz. Investor Education and Protection Fund ("IEPF"). Further, according to the said Rules, the shares on which Dividend has not been encashed or claimed by the Members for 7 consecutive years or more shall also be transferred to the Demat account of the IEPF Authority. In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there were no amounts or shares requiring transfer to Investor Education and Protection Fund during the year 2023-24.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company are following:

a. CHANGE IN THE MANAGEMENT OF THE COMPANY

Members may take note that during the year 2023-24, Mr. Vijay Singla, Mr. Chetan Singla and Ms. Santosh Rani (the acquirers) have entered into Sale Purchase Agreement (SPA) with the promoters of the Surani Steel Tubes Limited ("Target Company") Company for acquisition of 28,14,000 Equity Shares representing 33.97% of the Paid-up Equity Share Capital of the Company.

Further The Acquirers have made this open offer to acquire upto 33,13,600 (Thirty Three Lakh Thirteen Thousand and Six Hundred) Fully Paid-Up Equity Shares representing 40.00% of the Paid up Equity Share Capital of the target Company at an Offer Price of INR 44/- per fully paid-up equity share payable in cash. Total 19,64,000 equity shares representing 23.70% of the Paid Up Equity Share Capital of the Company.

Pursuant to change in control over the Company, the management of the Company also got changed and changes were made in the Board of Directors of the Company. (Details of changes in Board of Directors is given under the head Board of Directors and Key Managerial Personnel below).

b. CHANGES IN THE CAPITAL STRUCTURE AUTHORISED SHARE CAPITAL

The Authorised Share Capital as on March 31, 2024 stands at Rs.25,00,00,000/- (Rupees Twenty Five Crores only) divided into 2,50,00,000 (Two Crore Fifty Lakh Shares) Equity Shares of Rs. 10/- (Rupees Ten only) each.

ISSUED, PAID UP SUBSCRIBED & SHARE CAPITAL

Out of total 23,50,000 equity shares the Listing and Trading approval for 12,04,000 (Twelve Lakh Four Thousand) equity shares were received in FY 2023-24 and the balance 11.46.000 (Eleven Lakh Forty Six Thousand) equity shares got Listing and Trading approval post closure of FY 2023-24 with NSE.

I SSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS:

SWEAT EQUITY SHARES:

During the Financial Year no shares were issued as Sweat Equity Shares under any Scheme.

DIFFERENTIAL VOTING RIGHTS

The Company does not have Equity shares with differential voting rights and have not issued any shares with differential voting rights during the Financial Year 2023-24.

EMPLOYEE STOCK OPTIONS

During the Financial Year 2023-24 no shares were issued as the Employee Stock Options to the employees of the Company under any scheme.

LISTING INFORMATION:

The Equity Shares of the Company are listed in SME segment with the National Stock Exchange Limited, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051. The Annual Listing fee for the year 2024- 25 has been paid.

The ISIN No. of the Company is INE01ZJ01015.

DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet as per section 73 and 74 of the companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

EXPORTS:

There was no Export during FY 2023-24.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Following are the changes in the Board of Directors and KMPs of the Company during the FY 2023-24:

COMPOSITION OF BOARD OF DIRECTORS:

The Board of directors of the company consists of an optimum combination of executive and independent directors, to ensure the independent functioning of the Board. The composition of the Board also complies with the provisions of the Companies Act, 2013 and the Listing Regulations. As at the end of corporate financial year 2023- 24, the total Board consists of Six (6) directors, out of which Three (3) are Executive Directors including Three (3) are Independent Directors.

The Board structure of the Company comprises of following Directors and KMP as on March 31,2024:

None of the Directors on the Board of the Company as stated above for the Financial Year ended 31st March, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority. The certificate for non-disqualification is attached as Annexure-I.

DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET RE-APPOINTED

Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013, Mr. Vijay Singla (DIN: 00156801), got appointed as Managing Director (Executive Category) on the board w.e.f 20th July, 2023, is liable to get retire by rotation at the ensuing 12th AGM, and being eligible to get re-appointed as Director of the Company in the ensuing AGM of the Company. Accordingly, requisite resolution shall form part of the Notice convening the AGM.

INDEPENDENT DIRECTORS:

Mrs. Sangeeta Mehtani (DIN: 10124839); Mr. Gurpreet Singh Bhatia (DIN: 10119925) and Mr. Kailash Garg (DIN: 10132246) were appointed as Additional Independent Directors in the Board meeting held on May 03, 2023. They were appointed as Non-executive Independent Directors on the Board for a term of 5 (Five) consecutive years, in the Extra-ordinary General Meeting of the Company held on July 31,2023.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS AND DISCLOSURE:

In terms of Regulation 25(8) of SEBI Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have completed the registration with the Independent Directors Databank well within stipulated time frame and hold valid certificate of registration.

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section149(6) of the Act and that they qualify to be Independent Directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The confirmations were placed before and noted by the Board.

MANAGING DIRECTOR, CFO AND CS:

Mr. Vijay Singla (DIN: 00156801) and Mr. Chetan Singla (DIN: 00549795) were appointed as Additional Directors in the Board meeting held on May 03, 2023 and were regularised as Directors of the Company in the Extra-ordinary General Meeting of the Company held on July 31,2023.

Further, Mr. Vijay Singla was re-designated as Managing Director of the Company and Mr. Chetan Singla was re-designated as Joint Managing Director of the Company with effect from July 20, 2023 for a term of 3 (Three) years.

Mr. Gaurav Rajeshbhai Patel had resigned from the position of Chief Financial Officer (CFO) of the Company with effect from August 24, 2023.

Ms. Pavni Singla was appointed as the Chief Financial Officer (CFO) of the Company with effect from August 24, 2023.

Ms. Shwetal Ritesh Maliwal (M. No. A41344) had resigned from the position of Company Secretary and Compliance Officer of the Company with effect from May 03, 2023.

Mr. Mohinder Singh (M. No. A21857) was appointed as Company Secretary and Compliance officer of the Company with effect from May 03, 2023.

NUMBER OF BOARD MEETINGS AND ATTENDANCE:

The Board meets at regular intervals to discuss and take a view on the Companys policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.

During the Financial year ended March 31, 2024, the Board meetings were held on the following dates as mentioned in the table:

Frequency and Quorum at these Meetings were in conformity with the provisions of the Companies Act, 2013. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

MEETING OF INDEPENDENT DIRECTORS:

In Compliance with the Companies Act, 2013 and Secretarial Standards issued by Council of ICSI, the Independent Directors of the Company are required to hold at least one meeting in a calendar year without the attendance of Non-Independent Directors and Members of Management. Such meeting of Independent Directors of the Company was held on February 08, 2024 inter alia, to discuss:

1. Review of the performance of the Non- Independent Directors and the Board of Directors as a whole.

2. Review of the Chairman of the Company, taking into the account of the views of the Executive and Non-Executive Directors.

3. Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All Independent Directors were present at the meetings of Independent Directors held on 08/02/2024.

DIRECTORS APPOINTMENT, REMUNERATION AND ANNUAL EVALUATION

The Company has devised a Policy for Directors; appointment and remuneration including criteria for determining qualifications, performance evaluation and other matters of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of both Non-Executive Directors and Executive Directors.

The Companys Nomination & Remuneration policy which includes the Directors appointment & remuneration and criteria for determining qualifications, positive attributes, independence of the Director & other matters is available on the website of the Company at the link www.suranisteel.com

COMMITTEES OF THE BOARD OF DIRECTORS:

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has constituted four (4) Committees viz., Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Preferential Issue Committee look into various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and also delegate powers from time to time.

The Board has constituted the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Preferential Issue Committee*

Audit Committee:

The Company has constituted the Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of non-executive Independent Director and Director as its Member. The Chairman of the committee is Independent Director. The Company Secretary and Compliance Officer serves as the Secretary of the Committee.

The Composition of Audit Committee is given below.

Note: Due to change in the Management of the Company Audit committee also got re-constituted during the financial year 2023-24 on May 03, 2023.

The new composition of Audit Committee is also available on the website of the company at www.suranisteel.com

During the FY 2023-24, the Audit Committee of the Company met Six (6) times as mentioned in the table:

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of non-executive Independent Director and Director as its members. The Chairman of the Committee is an Independent Director. The Composition of Nomination and Remuneration Committee as on March 31,2024 during the year are given below:

Note: Due to change in the Management of the Company Nomination & Remuneration Committee also got re-constituted during the

financial year 2023-24.

The Nomination and remuneration policy available on the website of the company at www.suranisteel.com

The terms of reference of the Nomination & Remuneration Committee are:

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

• Formulation of criteria for evaluation of the performance of independent directors and the board of directors;

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

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

• To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as and when amended from time to time.

No Complaint was received as well as pending during the financial year 2023-24.

During the year under review, the Nomination and Remuneration Committee of the Company met Three (3) times and the details are as follows:

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Company has constituted the Stakeholders Relationship Committee pursuant to the provisions of Section 178 of the Companies Act, 2013. The stakeholder relationship committee comprises non-executive Independent Director and Director as its members. The Chairman of the Committee is an Independent Director.

The Composition of Stakeholder and Relationship Committee is given below:

Note: Due to change in the Management of the company Stakeholder Relationship committee also got reconstituted during the financial year 2023-24

The terms of reference of the Stakeholders Relationship Committee are:

Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.;

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

During the year under review, the said Committee of the Company met Four (4) times and the details are as follows:

PREFERENTIAL ISSUE COMMITTEE:

The Preferential Issue Committee comprises of Non-Executive Independent Directors and Director as its members. The Chairman of the Committee is an Independent Director.

The Composition of Preferential Issue Committee is given below:

Note: Preferential Issue committee was constituted on 03.05.2023 The terms of reference of the Preferential Issue Committee are:

Issuance and allotment of Fully Convertible Warrants and the allotment of equity shares pursuant to the conversion of warrants. During the FY 2023-24, the Preferential Issue Committee of the Company met Eight (8) times as mentioned in the table:

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, with respect to Director Responsibility Statement, the Board of Directors, to the best of its knowledge and ability, confirm 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 have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit 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 Companies Act, 2013 and Rules made thereunder 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;

(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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report.

AUDITORS:

STATUTORY AUDITORS:

M/s Anu and Associates, Chartered Accountants (Firm Registration No. 019624N) were appointed as Statutory Auditors of the Company at the 11thAnnual General Meeting held on September 30, 2023 to hold the office till conclusion of 16th Annual General Meeting to be held in year 2028. M/s Anu and Associates confirmed that they are not disqualified from continuing as Auditors of the Company. The Statutory Auditors have issued an unmodified opinion on the financial statements for the financial year ended March 31, 2024. The observations made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence do not call for any further explanations or comments by the Board under Section 134 of the Act.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. S V Associates, Company Secretaries as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2023-24.

A Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as Annexure-II in Form MR-3 and forms an integral part of this Report. The Secretarial Audit Report does not contain any disqualification, reservation or adverse remark which needs any explanation or comments of the Board.

REVIEW OF AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors M/s. Anu and Associates (FRN: 019624N), Chartered Accountants, in the Auditors report and by Secretarial Auditors M/s. S V & Associates, Company Secretary in their Secretarial Audit Report for the Financial Year ended March 31,2024.

INTERNAL AUDITOR:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on quarterly basis by M/s. S. N. Shah & Associates, Chartered Accountants (FRN: 109782W), the Internal Auditors of the Company

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

The Board has re-appointed M/s. S. N. Shah & Associates, Chartered Accountants, Ahmedabad as the Internal Auditors for the Financial Year 2024-25.

INTERNAL CONTROLS AND THEIR ADEQUACY:

The Company implemented suitable controls to ensure its operational, compliance and reporting objectives. The Company has adequate policies and procedures in place for its current size as well as the future growing needs. These policies and procedures play a pivotal role in the deployment of the internal controls. They are regularly reviewed to ensure both relevance and comprehensiveness and compliance is ingrained into the management review process.

Adequacy of controls of the key processes is also being reviewed by the Internal Audit team. Suggestions to further strengthen the process are shared with the process owners and changes are suitably made. Significant findings, along with management response and status of action plans are also periodically shared with and reviewed by the Audit Committee. It ensures adequate internal financial control exist in design and operation.

M/s. S. N. Shah & Associates (Firm Registration No: 109782W), Chartered Accountants, Ahmedabad has been appointed as the Internal Auditor of the Company, who conducts Internal audit and submit reports to the Audit Committee. The Internal Audit is processed to design to review the adequacy of internal control checks in the system and covers all significant areas of the Companys operations. The Audit Committee reviews the effectiveness of the Companys internal control system.

COST AUDITORS:

APPLICABILITY AND MAINTENANCE OF COST RECORDS

In terms of Companies (Accounts) Amendment Rules, 2018, a Disclosure is hereby made that maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

AUDITORS REPORT

The Auditors Report is self-explanatory and do not call for further comments as there are no adverse remarks in the Auditors Report.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

CORPORATE GOVERNANCE REPORT:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

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

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organizations corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. It may please be noted that as our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Hence, a separate Report on Corporate Governance is not forming part of this Annual Report.

INTERNAL FINANCIAL CONTROLS:

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year the Internal Control weaknesses were identified and actions were taken to remediate them.

Your Company ensures adequacy, commensurate with its current size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

CORPORATE SOCIAL RESPONSIBILITY:

The provision of section 135 of Companies Act, 2013 for implementing Corporate Social Responsibility Policy, constitute committee and expenditure thereof is not applicable to the company since the company is not meeting with the criteria of net-worth, turnover or net profits mentioned therein.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

No significant or material orders have been passed by any Regulators or Courts or Tribunals which could impact the going concern status of the Company and/or its future operations.

ANNUAL RETURN:

Pursuant to Section 134(3) (a) and Section 92(3) of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended 31st March, 2024, will be available on the website website of the Company www.suranisteel.com once it is filed with the ROC and can be accessed thereafter.

PARTICULARS OF LOANS,GUARANTEES AND INVESTMENTS:

The details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 and details of loans from Banks/FIs/ Directors, are provided in Financial Statements and Notes thereto. During the year under review, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted and investments made.

DISCLOSURES BY DIRECTORS:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

DISQUALIFICATIONS OF DIRECTORS:

During the financial year 2023-24 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified; to hold office as director disqualified as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBI letter dated 14th June,2018 and NSE circular dated 20th June 2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors by Listed Companies".

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURES, ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary, Associate or Joint Venture at the beginning or any time during the year or at the end of the financial 2023-24. Therefore, it is not required to furnish any details in the Form AOC-1.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are under:

INDUSTRIAL RELATION:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DEMATERIALISATION OF SHARES:

During the year under review, all the equity shares were dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents 100% of the total paid-up capital of the Company. The Company ISIN No. is INE01ZJ01015 and Registrar and Share Transfer Agent is Link Intime India Private Limited.

DIRECTOR REMUNERATION AND SITTING FEES:

Members attention is drawn to Financial Statements wherein the disclosure of remuneration paid to Directors is given during the year 2023-24.

Sitting fees have been paid to the Independent Directors. CREDIT RATING:

The company has not obtained any rating from any Credit Rating Agency during the year.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the nomination and remuneration committee has laid down the evaluation of the performance of Individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through the structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Director expressed their satisfaction with the evaluation process.

MEANS OF COMMUNICATION

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with Shareholders through multiple channels of communication such as Companys website and stipulated communications to Stock Exchanges where the Companys shares are listed for announcement of Financial Results, Annual Report, Companys policies, notices and outcome of Meetings, etc.

a) Financial Results

The half-yearly and Annual financial results of the Company are published in accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) Newspapers wherein results are normally published the Company is Listed on SME Platform, the provisions for publishing the financial results as per Regulation 47 of SEBI (Listings Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

c) Any website, where displayed

The Financial Results of the Company are displayed on the Companys website i.e. https://www. suranisteel.com/index. html

POLICIES OF THE COMPANY:

ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Board has adopted Vigil Mechanism/Whistle Blower Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its Employees and Directors to the management about unethical behaviour, actual or suspected fraud or violation of the Code of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements. The policy provides for adequate safeguards against victimization of employees and Directors of the Company.

Your Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism has been available on the website of the Company at www.suranisteel.com

REMUNERATION AND APPOINTMENT POLICY:

The Company follows a policy on remuneration of Directors and senior management employees, details of the same are given in the website of the Company www.suranisteel.com

The committee must ensure that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and key managerial personnel of the quality required to run the company successfully.

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

c. Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION:

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted. No material related party transactions were entered into during the financial year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24.

The Related Party Transactions are placed before the Audit Committee of the Company for prior approval, as required under applicable law. Prior omnibus approval of the Audit Committee, as required under Listing Regulations as amended, is also obtained for the transactions, which are of foreseen and repetitive nature. Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction has been available on the website of the Company www.suranisteel.com

POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior Management has been available on the website of the Company www.suranisteel.com

PREVENTION OF INSIDER TRADING:

Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by employees and other connected persons and code of practices and procedure for fair disclosure of unpublished price Sensitive Information. The same has been available on the website of the Company www.suranisteel.com

POLICY ON THE PRESERVATION OF DOCUMENTS AND ARCHIVE POLICY:

Pursuant to provision of the regulations, the board has formulated the policy on the Preservation of Documents & Archive policy. The same has been available at the website of company at www.suranisteel.com

BUSINESS RISK MANAGEMENT:

The Company has taken various steps in connection with the implementation of Risk Management measures in terms of provisions contained in the Companies Act, 2013, after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by Board from time to time. Key risks identified are methodically addressed through mitigating actions on a continuing basis. The policy of risk management is made available on the website of the company at www.suranisteel.com

POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTS AND INFORMATION:

Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and Information. The Policy on Determination and Disclosure of Materiality of Events and Information has been available on the website of the Company at www.suranisteel.com

PARTICULARS REGARDING EMPLOYEES REMUNERATION:

During the year under review, there are no employees drawing remuneration which is in excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is annexed herewith as Annexure-III.

SECRETARIAL STANDARD:

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2) issued by Institute of Company Secretaries of India.

OTHER REGULATORY REQUIREMENT:

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

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 (ATRs) 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 2023-24.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2023-24, there were no complaints or queries received from the shareholders of the Company. Company Secretary, acts as the Compliance Officer of the Company is responsible for complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can be sent their query at cs@suranisteel.com

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always provided a safe and harassment free workplace for every individual especially for women in its premises through various policies and practices. Your company has been actively involved in ensuring that the clients and all the employees are aware of the provisions of the POSH Act and rights thereunder. There was no complaint received by the Company during the financial year 2023-2024 under the aforesaid Act.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy required to conduct operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

GREEN INITIATIVE

Electronic copy of the Annual Report for FY 2023-24 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Companys Registrar and Share Transfer Agent. As per the General Circular No. 20/2020 of Ministry of Corporate Affairs dated May 05, 2020, shareholders holding shares in demat form are requested to update their email addresses with their Depository Participant(s) and for shareholders holding shares in physical form, should get their email registered with Link Intime India Private Limited , Companys Registrar and Share Transfer Agent.

APPRECIATION & ACKNOWLEDGEMENT

Your directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the Clients, Dealers, and other business associates, regulatory and Government authorities for their continued support and contribution to the Companys growth. The Directors also wish to express their appreciation for the efficient and loyal services rendered by each and every employee, without whose wholehearted efforts, the overall satisfactory performance would not have been possible.

Your Board appreciates the precious support provided by the Auditors, Lawyers and Consultants. The Company will make every effort to meet the aspirations of its Shareholders.