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Dear Members

Your Directors take pleasure in presenting the 11th Annual report of the Company on business operation of "Surani Steel Tubes Limited along with the summary of the audited financial statements for the financial year ended March 31st, 2023 as given below:

COMPANY OVERVIEW:

Your Company is in the business of manufacturing and supplying best ERW pipes and steel tubes. The company commenced in the July 2012 on the strong base formulated by decades of experience in this industry. The major steel manufacturing industry professionals act as spine of this company, striving to turn into the leading brand for serving various industrial sectors with adequate steel supplies.

The company is incepted and being managed by the experienced professionals, having decades of experience in ERW MS Pipes and steel tubes manufacturing. The deployment of best resources and state of art manufacturing facilities with stronger back of technology is out forte.

FINANCIAL HIGHLIGHTS:

The highlights of the financial performance of the Company for the financial year ended 31st March, 2023 as compared to the previous financial year are as under: -

(Rs in Lakhs)

Standalone

Particulars

For the Financial Year 31st March, 2023 For the Financial Year 31st March, 2022
Revenue from Operations 12360.34 13675.24
Other Income 21.08 5.63

Total revenue

12381.41 13680.87
Operating Pro_t (Before Finance Cost and Depreciation & Amortization) 56.80 482.36
Less: Finance Cost 112.34 166.10
Pro_t before Depreciation & Amortization (55.54) 316.26
Less: Depreciation & Amortization 94.19 126.46
Pro_t before Exceptional and Extraordinary item and Tax (149.73) 189.80
Less: Exceptional items 0.00 0.00

Profit before Tax

(149.73) 189.80
Less/(Add): Current Tax 37.00 35.00
Less/(Add): MAT credit Entitlement - (35.00)
Less/(Add): Deferred Tax liability/(Assets) -7.40 4.40
Less/(Add): Prior period tax Adjustment 0.00 0.00

Profit after Tax

(179.33) 185.40
Earnings Per Share
Basic -2.16 2.24
Diluted -2.16 2.24

OPERATIONAL PERFORMANCE REVEIW:

The revenue from operations for FY 2022-23 was 12,360.34 Lakhs as compared to previous years revenue from operations of 13,675.24 Lakhs. Net Pro_t/Loss after tax for FY 2022-23 was (179.33) Lakhs against the previous years Net pro_t after tax of 185.40 Lakhs.

Your Directors are optimistic to deliver better revenues and pro_tability by inducting new means of operational e_ciencies, better product mix and control measures in the coming years.

DIVIDEND:

Your directors do not recommend any _nal or interim Dividend for the financial year ended 31st March, 2023

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS AND DISCLOSURE

In terms of Regulation 25(8) of SEBI Listing Regulations, Independent Directors have con_rmed 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 con_rmed 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 Quali_cation 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 certi_cate of registration.

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 2022-23.

TRANSFER TO RESERVE & SURPLUS:

The Board of Directors do not propose any amount to be transferred to General Reserves for the Financial Year 2022-23.

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 a_ect the financial position of the Company are following:

a. CHANGE IN THE MANAGEMENT OF THE COMPANY

Members may take note that post closure of Financial Year 2022-23, Pursuant to the provision of Regulation 22 of SEBI (SAST) Regulations, 2011, Mr. Vijay Singla, Mr. Chetan Singla and Ms. Santosh Rani (‘the acquirers) have entered into Sale Purchased 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 o_er 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 O_er Price of INR 44/- per fully paid-up equity share payable in cash. Total 196400 equity shares representing 23.70% of the Paid Up Equity Share Capital of the Company.

The Acquirers have taken over the control of the Company and following changes were made in the Board of the Company.

Sr. No.

Name of Director

Date of Cessation Name of Director Date of Appointment

1.

Mr. Dinesh Karshan Patel, (Managing Director)

July 20, 2023 Mr. Vijay Singla (Managing Director) July 20, 2023

2.

Mr. Mukesh Patel, (Joint Managing Director)

July 20, 2023 Mr. Chetan Singla (Joint Managing Director) July 20, 2023

3.

Mr. Karshanbhai Patel, (Non-Executive Director)

May 03, 2023 Mrs. Sangeeta Mehtani (Independent Director) May 03, 2023

4.

Ms. Hetika Sagar, Chandini (Independent Director)

May 03, 2023 Mr. Kailash Garg (Independent Director) May 03, 2023

5.

Mr. Dineshbhai Dhanjibhai Patel, (Independent directors)

May 03, 2023 Mr. Gurpreet Singh Bhatia (Independent Director) May 03, 2023

b. CHANGES IN THE CAPITAL STRUCTURE

The Authorised Share Capital as on March 31, 2023 stood 9,00,00,000/- (Rupees Nine Crore Only) divided into 90,00,000 (Ninety Lakh) Equity Shares of 10/- each.

Further, the Authorized Share Capital of the Company was increased to 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 Equity Shares of 10/- from 9,00,00,000/- (Rupees Nine Crore Only) divided into 90,00,000 (Ninety Lakh) Equity Shares of

10/- each for which members approval was taken by passing ordinary resolution through postal ballot on June 09, 2023 pursuant to provisions of Section 13, 61 and all other applicable provisions of the Companies Act, 2013 and rules issued thereunder.

c. ISSUED, PAID UP SUBSCRIBED &SHARE CAPITAL

The Paid Up Capital as on March 31, 2023 stood 8,28,40,000 divided into 82,84,000 equity share of 10 each. Post close of Financial Year 2022-23, the Company has allotted 4,81,000 Equity shares having face value of 10/- each on account of exercise of conversion option exercised by warrants holders, non-promoter, public category.

As a result, the paid up share capital of the Company rose to

8,76,50,000/ divided into 87,65,000 Equity shares of face value of 10/- each Out of total 4,81,000 equity shares Company got the Listing and Trading approval for 1,25,000 equity shares and in process to _le listing approval of balance 3,56,000 equity shares with NSE.

ISSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS.

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, Preferential Issue Committee at its meeting held July 04, 2023 made allotment of 72,64,036 Fully Convertible Warrants having face value of 10/- each at a premium of 125/- per warrants carrying a right to subscribe to one Equity Share per Warrant, for cash at an issue price of 135/- per warrant by way of preferential allotment to non-promoter, public category.

SWEAT EQUITY SHARES

As per the provisions of Section 54(1)(d) of the Companies Act, 2013 and in terms of Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.

DIFFERENTIAL VOTING RIGHTS

As per the provisions of Section 43(a)(ii) of the Companies Act, 2013 and in terms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any shares with Di_erential Voting Rights.

EMPLOYEE STOCK OPTIONS

As per the provisions of Section 62(1)(b) of the Companies Act, 2013 and in terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options.

LISTING INFORMATION:

The Equity Shares in the Company are continued to be listed with NSE EMERGE Platform and in dematerialized form. The ISIN No. of the Company is INE01ZJ01015.

STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company Equity Shares is listed at National Stock Exchange Limited (SME segment). The Annual Listing fee for the year 2023-24 has been paid.

DEPOSITS FROM PUBLIC:

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.

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.

CHANGE IN THE NATURE OF BUSINESS:

During the Year under review, there was no material changes and commitments a_ecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DETAILS OF SUBSIDIARY, JOINT VENTURES, ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Associate or Joint Venture at the beginning or any time during the year or at the end of the financial 2022-23. Therefore, it is not required to furnish any details in the Form AOC-1.

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 _ndings, 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 Re. 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 e_ectiveness of the Companys internal control system.

DETAILS OF HOLDING, SUBSIDIARY AND ASSOCIATES:

The Company does not have any Subsidiary, Associate or Joint Venture at the beginning or any time during the year or at the end of the financial 2022-23, 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:

Sr. Particulars No.

Comments

(A) Conservation of energy

(i) the steps taken or impact on conservation of energy;

Energy conservation is very important for the company and therefore, energy conservation measures are undertaken wherever practicable in its plant and attached facilities. The Company is making every e_ort ensure the optimal use of energy, avoid waste and conserve energy by using energy e_cient equipments with latest technologies. Impact on conservation of energy was that the electricity load expenses reduced.

(ii) the steps taken by the Company for utilizing alternate sources of energy;

Cross ventilation for light and air have reduced power consumption in day time.

(iii) the capital investment on energy conservation equipment

Cross ventilation for light and air have reduced power consumption in day time.

(B) Technology absorption

(i) the e_orts made towards technology absorption

Your Company _rmly believes that adoption and use of technology is a fundamental business requirement for carrying out business e_ectively and e_ciently.We are constantly upgrading our technology to reduce costs and achieve economie of scale.

(ii) the bene_ts derived like product improvement, cost reduction, product development or import substitution;

a. Right sizing of Manpower
b. Cost Reduction
c. Optimum e_ciency

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year :

Nil

(a) the details of technology imported Nil
(b) the year of import N.A.
(c) whether the technology been fully absorbed N.A.

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

N.A.

(iv) the expenditure incurred on Research and Development Nil

(C) Foreign exchange earnings and Outgo

In flow (In ) Out Flow (In )

The Foreign Exchange earned in terms of actual in_ows during the year and the Foreign Exchange outgo during the year in terms of actual out_ows

INDUSTRIAL RELATION:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per Provisions of Section 152 of the Companies Act, 2013, Mr. Chetan Singla, Joint Managing Director is liable to retire by rotation and is eligible to o_er himself for re-appointment in the ensuing Annual General Meeting.

Change in Key Managerial Personnel:

As of March 31, 2023, the Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act, 2013 were as follows:

NAME

DESIGNATION
Mr. Dinesh Karshan Patel Managing Director
Mr. Mukesh Patel Joint Managing Director
Ms. Shwetal Ritesh Maliwal Company Secretary cum Compliance O_cer
Mr. Gaurav Rajeshbhai Patel Chief Financial O_cer

Post closure of the Financial year 2022-23, the composition of Board of Directors has been changed in compliance with the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Quali_cation of Directors) Rules, 2014 (including any statutory modi_cation(s) or re-enactment thereof for the time being in force) and Regulation 17(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Presently the composition of Board of Directors and KMP is as given below.

NAME

DIN DESIGNATION
Mr. Vijay Singla 00156801 Managing Director
Mr. Chetan Singla 00549795 Joint Managing Director
Ms. Pavni Singla 10087877 Additional Director cum Chief Financial O_cer
Mrs. Sangeeta Mehtani 10124839 Independent Director
Mr. Kailash Garg 10132246 Independent Director
Mr. Gurpreet Singh Bhatia 10119925 Independent Director
Mr. Mohinder Singh BELPS5287P Company Secretary

Ms. Shwetal Ritesh Maliwal Resigned from the position of Company Secretary and Compliance O_cer w.e.f. May 03, 2023, due to personal reasons and Mr. Mohinder Singh (M.No. A21857) was appointed as the Company Secretary & Compliance O_cer of the Company and also designated as KMP under Section 203 of the Companies Act 2013.

Mr. Dinesh Karshan Bhai Patel, Managing Director and Mr. Mukesh Bhai Patel, Joint Managing Directors have resigned due to change in management and then Board on the recommendation of Nomination and Remuneration Committee have appointed/ redesignated Mr. Vijay Singla (DIN: 00156801) as Managing Director and Mr. Chetan Singla (DIN:00549) as Joint Managing Directors of the company w.e.f July 20, 2023 in their place for which Shareholders approval is proposed at the ensuring Annual General Meeting of the Company.

Further, Board of Directors at their meeting held on August 24, 2023 appointed Ms. Pavni Singla (DIN:10087877) as Additional Director cum Chief Financial O_cer in place pursuant in compliance with provisions of Section 203 of Companies Act, 2013 and rules made thereunder as de_ned under Section2(19) of Companies Act, 2013 and falls under de_nition of "Key Managerial Personnel" of the Company pursuant to Section 2(51) of Companies Act, 2013.

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, con_rm 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 a_airs of the Company at the end of the financial year and of the pro_t 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.

NUMBER OF BOARD MEETINGS AND ATTENDANCE:

During the Financial year 2022-23, Ten (10) board meetings were held. These were held on

10-April-2022, 30-May-2022, 17-June-2022, 15-july-2022, 20-August-2022, 07-October-2022, 05-November-2022, 20-January-2023, 10-March-2023, 30-March-2023.

The interval between any two meetings was well within the maximum allowed gap of 120 days.

The Composition of Board of directors and the details of meetings attended by the board of directors during the year are given below.

Name of the director

Category No. of Board Meetings Held & Entitled to Attend No. of Board Meetings Attended
Mr. Dinesh Karshan Patel Joint Managing Director 10 10
Mr. Mukesh Patel Joint Managing Director 10 10
Mr. Karshanbhai Patel Director 10 10
Mr. Dineshbhai Dhanjibhai Pate Independent Director 10 9
Mrs. Hetika Sagar Chandni Independent Director 10 8

NOTE: After the closure of financial year 2022-23 the year the management of the company got changed Mr. Vijay Singla, Ms. Santosh Rani, Mr. Chetan Singla ("Acquirers"), Consequently the composition of the Board and committee reconstituted and is now headed by Mr. Vijay Singla, Managing Director, Mr. Chetan Singla, Joint Managing Director, Ms. Pavni Singla, Additional Director Cum Chief Financial O_cer , Mrs. Sangeeta Mehtani (Independent Director), Mr. Kailash Garg (Independent Director), and Mr. Gurpreet Singh Bhatia (Independent Director

COMMITTEES OF THE BOARD:

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 four (4) Committees viz., Audit Committee, Remuneration & Nomination Committee, Stakeholders Relationship Committee and Preferential Issue Committee look into various aspects for which they have been constituted. The Board _xes 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*

*Constituted on 3rd May, 2023

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.

During the Financial year 2022-23, Six (6) meeting of audit committee held on April 10, 2022; May 30, 2022; August 20, 2022; November 05, 2022; January 20th 2023 and March 20, 2023.

The Composition of Audit Committee and the details of meetings attended by members during the year are given below.

Sr. No.

Name of the Director

Status in Committee Nature of Directorship No of Meetings Held & Entitled to Attend No of Meetings attended

1.

Mr. Dineshbhai Dhanjibhai Patel

Chairman of committee Independent Director Chairman 6 6

2.

Mrs. Hetika Sagar Chandni

Member Non-Executive and Independent Director 6 6
3. Mr. Karshanbhai Pate Member Non-Executive Director 6 6

Due to change in the Management of the company Audit committee also got reconstituted during the financial year 2022-23 and is now hereby headed by Mr. Gurpreet Singh Bhatia, Mrs. Sangeeta Mehtani, Mr. Kailash Garg and Mr. Vijay Singla.

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

Recommendations by the Audit Committee

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

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.

During the Financial year 2022-23, two meeting of the Nomination and Remuneration Committee held on January 20, 2023 and March 10, 2023.

The Composition of Nomination and Remuneration Committee and the details of meetings attended by members during the year are given below.

Sr. No.

Name of the Director

Status in Committee Nature of Directors hip No of Meetings Held & Entitle d to Attend No of Meetings attended

1.

Mr. Dineshbhai Dhanjibhai Patel

Chairman of committee Non- Executive and Independent Director 2 2

2.

Mrs. Hetika Sagar Chandni

Member Non-Executive and Independent Director 2 2
3. Mr. Karshanbhai Patel Member Non-Executive Director 2 2

Due to change in the Management of the company Nomination and remuneration committee also got reconstituted during the financial year 2022-23 w.e.f May 03, 2023 and is now hereby headed by Mr. Gurpreet Singh Bhatia, Mrs. Sangeeta Mehtani, Mr. Kailash Garg, Mr. Chetan Singla.

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 quali_cations, 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 2022-23.

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.

During the Financial year 2022-23, four (4) meeting of Stakeholder Relationship Committee were held on May 5, 2022, August 20, 2022, November 05, 2022 and March 10, 2023.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:

Sr. No.

Name of the Director

Status in Committee Nature of Directorship No of Meetings Held & Entitled to Attend No of Meetings attended

1.

Mr. Dineshbhai Dhanjibhai Patel

Chairman of committee Independent Director Chairman 6 6

2.

Mrs. Hetika Sagar Chandni

Member Non-Executive and Independent Director 6 6
3. Mr. Karshanbhai Pate Member Non-Executive Director 6 6

 

Sr. No.

Name of the Director

Status in Committee Nature of Directors hip No of Meetings Held & Entitle d to Attend No of Meetings attended

1.

Mr. Dineshbhai Dhanjibhai Patel

Chairman of committee Non-Executive and Independent Director 4 4

2.

Mrs. Hetika Sagar Chandni

Member Non-Executive and Independent Director 4 4
3. Mr. Karshanbhai Patel Member Non-Executive Director 4 4

Note: Due to change in the Management of the company Stakeholder Relationship committee also got reconstituted during the financial year 2022-23 w.e.f 03.05.2023 and is now hereby headed by Mr. Gurpreet Singh Bhatia, Mrs. Sangeeta Mehtani, Mr. Kailash Garg, Mr. Vijay Singla

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 certi_cates, general meetings etc.;

• Review of measures taken for e_ective exercise of voting rights by shareholders;

MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on March 07 , 2023 inter alia, to discuss:

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

2. ReviewoftheChairmanoftheCompany,takingintotheaccount of the views of the Executive and Non- Executive Directors.

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

All the Independent Directors were present in the meeting.

DECLARATION FROM INDEPENDENT DIRECTORS:

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under section 149(6) of the Companies Act, 2013.

CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more _elds of finance, law, management, sales, marketing and technical operations or any other discipline related to the Companys business. The Company did not have any peculiar relationship or transactions with non-executive Directors during the year ended March 31st, 2023.

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:

a. Listed entity having paid up equity share capital not exceeding

10 Crore and Net worth not exceeding 25 Crore, as on the last day of the previous financial year; b. Listed entity which has listed its speci_ed securities on the SME Exchange.

Your Company always places a major thrust on managing its a_airs 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 _duciary 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.

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.

AUDITORS:

STATUTORY AUDITORS:

At the 7th AGM held on August 27, 2019 the Members were approved appointment of M/s. Ambalal Patel & Co. (FRN No. 100305W), Chartered Accountants as Statutory Auditors of the Company to hold o_ce for a period of five years from the conclusion of that AGM till the conclusion of the 12th AGM.

Further due to change in management of the Company, existing Auditors have tendered their resignation and Board of Directors of the Company at their meeting held on August 24, 2023 have appointed M/s Anu & Associates, Chartered Accountants (Firm Registration No. 019624N ) as Statutory Auditors of the Company in casual vacancy who shall hold the o_ce up the conclusion of 11th Annual General Meeting and further based on the recommendation of Audit Committee recommended for getting Members approval on the appointment for the appointment of M/s Anu and Associates, Chartered Accountants (Firm Registration No. 019624N) as Statutory Auditors for 5 years who shall hold the o_ce from the conclusion of 11th Annual General Meeting to be held in Year 2023 till conclusion of 16th Annual General Meeting to be held in year 2028.

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 2022-23.

A Secretarial Audit Report for the Financial Year 2022-23 is annexed herewith as Annexure-I in Form MR-3. and forms an integral part of this Report. The Secretarial Audit Report does not contain any disquali_cation, reservation or adverse remark which needs any explanation or comments of the Board.

INTERNAL AUDITOR:

The Board of directors has appointed M/s. S. N. Shah & Associates, Chartered Accountants (FRN: 109782W), as the internal auditor of the company; The Internal Auditor conducts the internal audit of the functions & operations of the Company and review the adequacy and e_ciency of the key internal controls from time to time and reports to the Audit Committee.

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 speci_c standard with regards to availability and suitability of policies and procedures. During the year the Internal Control weaknesses were identi_ed 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 ine_ciency or inadequacy of such controls.

COST AUDITORS AND THEIR REPORT:

In terms of the Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company has made and maintained the cost accounts and records for the year 2022-23.

The Company has appointed M/s. C. B. MODH & CO., Cost Accountants, Ahmedabad (M. No:30056) as the Cost Auditors of the Company for audit of cost accounting records for the financial year 2022-23. The Cost Audit Report to the Central Government for the financial year ended 31st March, 2023 was approved by board of directors on August 24, 2023.

Further, the Board of Directors has appointed M/s. Balwinder & Associates,CostAuditorsasCostAuditoroftheCompanyforthefinancial year 2023-24 and _xed their remuneration, subject to rati_cation by the shareholders in the ensuing AGM of the Company.

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 speci_ed 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.

REVIEW OF AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

There are no quali_cations, reservations or adverse remarks made by Statutory Auditors M/s. Ambalal Patel & Co. (FRN: 100305W), Chartered Accountants, Ahmedabad, 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 31st, 2023.

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 o_cers or employees, the details of which would need to be mentioned in the Boards Report.

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 is attached here with as Annexure II.

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 2022-23.

No Sitting fees have been paid to the Non-executive directors and Independent Directors.

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 2022-23. 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. The policy on Related Party Transactions on Materiality of and dealing with Related Party transactions as approved by the Board is uploaded on the Companys website i.e. www.suranisteel.com

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 speci_c duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non- Independent 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.

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 pro_ts mentioned therein.

MEANS OF COMMUNICATION

The Board believes that e_ective 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 ss 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 behavior, 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.

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 _xed and incentive pay re_ecting short and long-term performance objectives appropriate to the working of the company and its goals.

POLICYONMATERIALITYOFRELATEDPARTYTRANSACTION:

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 identi_ed 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.

VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:

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.

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-II

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 2022-23 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 Quali_cation of Directors) Rules, 2014 that none of the Directors of your Company is disquali_ed; to hold o_ce as director disquali_ed as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the o_ce 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.

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 e_ort 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.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2022-23, there were no complaints or queries received from the shareholders of the Company. Company Secretary, acts as the Compliance O_cer 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 2021-2022 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 2022-23 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 A_airs 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 con_dence 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 e_cient and loyal services rendered by each and every employee, without whose whole-hearted 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 e_ort to meet the aspirations of its Shareholders.

For and on behalf of the Board,

Surani Steel Tubes Limited

Sd/- Sd/-
Vijay Singla Chetan Singla
Date: Managing Director Joint Managing Director
Place: Dahegam (Gujarat) (DIN: 00156801) (DIN: 00549795)