Vallabh Steels Ltd Directors Report

To

The Members,

Vallabh Steels Limited

We have pleasure in presenting the 44^th Annual Report of the Company along with the Audited Statement of Accountsfor the year ended 31^st March, 2024:

FINANCIAL RESULTS:

	Current Year		Previous Year
Revenue from Operations and Other Income		0.03		0.61
Profit before Interest, Depreciation, Finance Cost and Tax		(52.76)		(854.21)
Less:
Financial Costs	-		-
Provision for Depreciation	128.81		157.65
Taxes: Current Tax	--		--
MAT Credit Entitlement	--		--
Deferred Tax/Earlier year tax adjustment	(2.77)	126.05	(5.35)	152.30
Profit after T ax		(178.80)		(1006.51)

PERFORMANCE REVIEW:

During the year under review, the Company has recorded a fall in revenue operations which are placed at Rs. 0.03 lakh as compared to Rs. 0.61 Lakh in the previous year. This has been primarily due to shortage of working capital. As a result the Company has registered a loss of Rs. 178.80 lakhs as compared to Rs. 1006.51 lakhs in the previous year. The management of the Company is seized of the matter and taking all out steps to face the various challenges.

INDUSTRY AND ECONOMIC SCENARIO:

India is third largest producer of steel in the world after China and Japan. Steel demand in India is expected to grow in 2024-25 based on expected growth in different sectors.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

Presently also the Company is facing the shortage of working capital facilities resulting in adversely affecting the Bank borrowings and thus performance of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there are no changes in the nature of the business of the Company.

SHARE CAPITAL:

The Companys paid up equity share capital as at March 31,2024 stood at Rs. 4,95,00,000/- comprising of 49,50,000 equity shares of Rs. 10/- each. During the year under review, the Company has not issued any fresh shares.

EXPORTS:

Despite all efforts made, the company could not register any exports during the year under report.

DIVIDEND AND RESERVES:

Keeping in view the loss suffered by the Company, the Board of Directors has not recommended any dividend. LISTING OF SHARES:

The Equity Shares of the Company are listed at BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The Company has not paid the listing fee to BSE Limited, Mumbai for the Financial Year 2023-24.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the Public during the year within the ambit of Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The term of Sh. Kapil Kumar Jain, Chairman and Managing Director of the Company (having DIN No. 00755228), expired on 27^th August, 2024. The Board of Directors places on record the appreciation for providing their services to the Company. However, he will continue as a Non Executive Director of the Company. He is also liable to retire by rotation and given his consent for his re-appointment as Director.

The Independent Directors appointed on the Board of the Company have already submitted their declaration of Independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Rohit Mittal was appointed as an Additional Director w.e.f. 07.08.2024. He holds office up to the date of this Annual General Meeting of the Company and he qualifies for being appointed as an Independent Director. Directors have recommended his appointment as an Independent Non-executive Director.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Kapil Kumar Jain, Managing Director, Mr. Ajit Kumar Jha as Chief Financial Officer (CFO) and Mrs. Komal Bhalla as Company Secretary and Compliance Officer of the Company.

INTERNAL FINANCIAL CONTROLS:

Your Company has an adequate system of internal control in place which has been designed to provide a reasonable assurance with regard to maintenance of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting as detailed in Management Discussion and Analysis.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company has an appropriate combination Executive, Non- Executive Directors including Independent Directors to maintain independence of the Board. The Directors have expertise in the fields of industry operations, finance, legal and management.

MEETINGS:

A draft calendar of Meetings is prepared and circulated in advance to the Directors. During the year 7 (Seven) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The intervening gap between two meetings was within the stipulated period prescribed under the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS:

Your Directors are pleased to present the Managements Discussion and Analysis of operations for the year ended March 31,2024 attached as Annexure-I which forms part of this Annual Report.

CORPORATE GOVERNANCE:

In view of the provisions of Regulation 15(2) of SEBI (LODR) Regulations, 2015 report on Corporate Governance is not prepared by the Company. The Company is in Compliance with the various requirements and disclosures.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism named Fraud and Risk Management Policy to deal with instances 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 respected companies in India, the Company is committed to the high standards of corporate governance and stakeholders responsibility.

The Company has established a Whistle Blower Policy and the same has been uploaded on the Companys website www.vallabhsteelsltd.in The said policy has also been made available at the offices/ manufacturing units to enable the employees to report their concerns, if any, directly to the Chairman of the Board and to the Chairman of the Audit Committee. The new employees are also given details of Whistle Blower Policy at the time of joining the Company. There were no occasions during the year under review where any concerns were reported under the said policy. HOLDING/SUBSIDIARY /ASSOCIATE COMPANIES:

The Company does not have any Holding/ Subsidiary/Associate Companies.

RELATED PARTY TRANSACTIONS:

There were no such contracts or arrangements or transactions entered into during the year ended March 31, 2024 as stated in Form AOC-2 attached as Annexure-II which forms integral part of this report. None of the Independent Directors has any pecuniary relationships or transactions vis-a-vis the Company.

There have been no materially significant related party transactions between the Company and the Key Managerial Personnel or other designated Persons, Promoters, Directors, the management or the relatives except for those disclosed in the financial statements which are at arms length basis.

PERSONNEL AND INDUSTRIAL RELATIONS:

The Management-Employees relations remained cordial throughout the year.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto marked as Annexure-III and forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Corporate Social Responsibility was not applicable to the Company for the financial year under review. The Philosophy of the company works with objectives of contributing to the sustainable development of the society and to create a greener and cleaner environment around us.

ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act, the Annual Return in form MGT-7, for the Financial Year 2023-24 is uploaded on the website of the company at www.vallabhsteelsltd.in.

AUDITORS & THEIR REPORTS:

a) STATUTORY AUDITORS:

The period of office as Statutory Auditors of the Company M/s K.R Aggarwal & Associates, Chartered Accountants, Firm having Registration no.(030088N) will expire at the Annual General Meeting to be held in the year 2027. The Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

b) SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Jatin Singal & Associates, Company Secretaries in Practice (C.P. No. 11976) to undertake the Secretarial Audit of the Company for the financial year 2024-25.

The Report of the Secretarial Audit carried out for the financial year 2023-24 is annexed to this Report as Annexure-IV.

Regarding registration of one independent director under the provisions of companies (Creation and Maintenance of Data Bank of Independent Directors) Rules, 2019 as amended. The Secretarial Audit Report does not contain any other qualifications, reservations or adverse remarks and statements referred in the Secretarial Audit Report are self explanatory.

The Secretarial Compliance Report under Regulation 24A Of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 read with BSE Circular No, LIST/COMP/ 10/2019-20 dated 9th May, 2019 is not applicable to our Company as per exemption given under Regulation 15 (2) (a) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

RISK MANAGEMENT COMMITTEE:

The Risk Management Committee of the Company is constituted under the chairmanship of Mr. Kapil Kumar Jain and other members being Mr. Manoj Kumar and Mr. Suman Jain. No meeting of Committee was held during the financial year 2023-24.

RISK MANAGEMENT POLICY:

The Risk Management Policy is formulated and implemented by the Company. The Policy helps to identify the various elements of risks faced by the Company, which in opinion of the Board threatens the existence of the Company. The Risk Management Policy as approved by the Board is uploaded on the Companys website at the web link www.vallabhsteelsltd.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has neither given/provided any Loans, Guarantees; nor it made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There have not been any significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

SECRETARIAL STANDARDS:

The Company has duly followed the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and the Company has in place proper systems to ensure compliance with applicable Secretarial Standards. GENERAL:

Your Directors state that no reporting is required in respect of the following items as there were no transactions of these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

Further the company does not have a scheme for purchase of its own shares by employees or by trustees for the benefit of employees.

The Company has a zero-tolerance approach towards sexual- harassment at workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years and as such no funds were required to be transferred to Investor Education and Protection Fund (IEPF).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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 is given hereunder:

I. CONSERVATION OF ENERGY:

Energy Conservation measure taken: Company doesnt have any Production activity and the power consumption is nil

a) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: No specific investment has been made.

b) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production: Impact of measures taken is not quantitative and as such cannot be stated accurately.

c) Total Energy consumption per unit of production as per form A to the Rules in respect of industries specified in schedule hereto:

A. POWER & FUEL CONSUMPTION	2023-24	2022-23
a) Electricity - Purchased
Tube Mill, Cold Rolled Mill
Purchased Units	-	-
Total Amount	-	-
Rate/Unit (Rs.)	-	-
b) Electricity - Own Generation
Through Diesel Generator	-	-
Unit per liter of diesel oil	-	-
Cost/Unit (Rs.)	-	-
c) Furnace Oil
Quantity (Ltrs.)	-	-
Total Cost	-	-
Average Rate (Rs.)	-	-
B. CONSUMPTION PER UNIT OF PRODUCTION
Tube Mill, Cold Rolled Mill Electricity Per MT	-	-

II. R&D AND TECHNOLOGY ABSORPTION:

Your Company has always been making best efforts towards technology absorption, adaptation and innovation to improve the quality of its products being manufactured at its various units and to reduce the cost of production. During the year under review, the Company has not procured imported technology.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Activities relating to export initiatives for export of its products:

During the year under review, various indigenous and international factors caused disappointment in exports. Despite all the efforts made, the company did not register any exports during 2023-24.

b) Total Foreign Exchange used and earned	2023-24	2022-23
Foreign Exchange Used (CIF Value of Imports)	Nil	Nil
Foreign Earnings (FOB value of Exports)	Nil	Nil

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your directors make the following statements in terms of Section 134 (3) (c) and Section 134 (5) of the Companies Act,

2013:

i. That in the preparation of the annual accounts for the year ended March 31,2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and the profit or loss of the Company for the year ended on that date;

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That they had prepared the annual accounts for the financial year ended on 31^st March, 2024 on a going concern basis;

v. That 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; and

vi. That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere thanks and appreciation to the team of executives, staff members and workers at all levels for their co-operation, hard work, dedication and devotion. Our thanks are also due to the Bankers, Government Authorities and Business constituents for their continued support and co-operation extended from time to time to the Company.

	BY ORDER OF THE BOARD OF DIRECTORS
	VALLABH STEELS LIMITED
PLACE : LUDHIANA	Sd/-
DATED : 05.09.2024	(KOMAL BHALLA)
	COMPANY SECRETARY