Shyam Century Ferrous Ltd

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MANAGEMENT DISCUSSION ANALYSIS

Dear Shareholders,

Your Directors have pleasure in presenting the Thirteenth Annual Report of the Company together with the Audited Balance Sheet as at 31^st March, 2024 and the Statement of Profit & Loss for the year ended on that date.

FINANCIAL PERFORMANCE

The highlights of the financial performance of the Company for the financial year ended 31^st March, 2024 as compared to the previous financial year are as under:-

FERRO ALLOYS BUSINESS - INDUSTRY AT A GLANCE

Ferro alloys are indeed crucial components in the steel industry, playing a significant role in the production of high-quality steel. These alloys are composed primarily of iron and one or more other elements such as manganese, silicon, chromium, or vanadium, among others. They are added to molten steel during the steel making process to impart specific properties to the final product. Ferro alloys is one of the vital component for production of steel.

Given the critical role, the availability and quality of ferro alloys significantly influence steel production efficiency and the properties of the final steel products. As a cornerstone of modern civilization, the steel industry heavily relies on ferro alloys to produce a wide range of materials vital for construction, infrastructure and manufacturing etc.

Country's ferro alloy market is poised for substantial growth due to rapid urbanization, infrastructure development and industrialization across the country, which is increasing the need for steel in various construction and manufacturing applications.

The Government's focus on infrastructure development through various initiatives like making building bridges, airports, roads, and other construction projects is expected to further boost the demand for ferro-alloys.

These projects not only require substantial amounts of steel but also rely on ferro-alloys for enhancing strength and corrosion resistance properties.

The convergence of factors such as increasing steel demand sets a favorable stage for the growth of the ferro alloys market in India. This growth trajectory is likely to persist in the forecast period, driven by both domestic demand and potentially by export opportunities, especially if Indian ferro alloy producers can maintain competitive pricing and quality standards on the global stage.

Furthermore, as the global focus on sustainability intensifies, the demand for environmentally friendly steel production methods will likely continue to rise. This trend could further bolster the demand for high-quality ferro alloys, as they play a vital role in enabling cleaner and more sustainable steel manufacturing processes.

In view of continuing Russian Ukraine war, Indian steel industry have been facing challenges since 2022, price of coking coal increased therefore, for meeting the requirements the Indian producers' imported coal from Australia, Indonesia, Canada and South Africa etc., which has led to increase of cost of production. Increase of cost of other raw materials also affected the cost of production. Country's identification of new coal reserves will help to reduce costs. However, in other hand various Policies of the Govt of India helping to boost steel demand.

The global ferroalloys market is expected to reach around USD 92.7 billion by 2033 from USD 45.8 billion recorded in 2023, growing at a CAGR of 7.3% during the period from 2023 to 2033. Apart from China other major markets in the region include India, Japan, South Korea, and Taiwan.

The Indian government's increased investment in domestic construction and infrastructure sectors and to develop sustainable cities, is expected to have a significant impact on the steel market. The development of sustainable cities requires extensive construction activities, including building residential and commercial structures, bridges, roads, and other infrastructure components, all of which rely heavily on steel.

During the year under review, your Company has sold 12,565 MT. of Ferro Silicon as against 14,981 MT. recorded in previous year. Your Company produced 13,196 MT. of Ferro Silicon during the year under review as against 14,967 MT. recorded in the Financial Year 2022-23. During the year there was an instance of furnace breakdown for a limited period of time for which the production was affected, however in the fourth quarter the production increased considerably due to functionality of the 2^nd furnace. Global steel demand for the year under review was down which also affected domestic market. Fall in market price affected bottom line of the Companies. Import from Bhutan at competitive prices challenged the industries. Therefore, Country's steel industry is facing challenges in all corner. While your Company constantly strives to increase stakeholder's value, emphasis continues to be on delivering value to customers and strengthening processes while driving sustainable practices, resulting into expanding customer base.

POWER BUSINESS

During the year under review, your Company focused on purchasing power from MPDCL & IEX.

OPPORTUNITIES & THREATS, RISKS AND CONCERNS

Ferro silicon market depends on demand from steel and stainless steel market. Continuous support from the Government by way of introducing various policies like National Steel Policy, 'Make in India' and other budgetary support for development of infrastructure sectors helped the ferro alloys industry to grow.

Performance of the Company depends on the continued demand of our products in the steel and stainless-steel industry. Ferro Silicon market in India is subdued for quite a period of time. Highest consumption of Ferro Silicon seen in Stainless Steel Sector followed by Mild Steel Sector. Government's various initiatives to liberalise industrial policy, approval of National Steel policy and policy on 'Make in India' and other infrastructural initiatives taken are expected to push the demand of ferro silicon.

Challenges being faced by the domestic companies due to short availability of raw materials, high raw material prices and very high-power cost, lack of infrastructural facilities for easy transportation of raw materials to the location affects the sector. Volatile raw material prices

having an impact on final price charged by companies which is affecting the profitability margins. Policy of the Government, regulatory changes and force majeure events may also affect the development of domestic industry. Your Company is taking various cost effective measures to curb on the cost and side by side also working for alternate fuel solution.

Despite all threats, Indian Ferro alloys industry has tremendous growth prospect due to low per capital steel production, rapid industrialization, urbanization, infrastructural development, thriving automobile and railway sectors and other Government initiatives. The Company has evolved a risk management framework to identify, assess and mitigate the key risk factors of the business. The Board of the Company is kept informed about the risk management of the Company.

PERFORMANCE AND OPERATIONS REVIEW

During the year under review, on a full year basis, the Company has posted total revenue of H14,670.66 Lakhs and Profit before Tax of H131.54 Lakhs in FY 2023-24 as against H18,819.23 Lakhs and H3,666.41 Lakhs respectively during the previous financial year. Your Company produced 13,196 MT of Ferro Silicon during the year under review as against 14,967 MT. recorded in the Financial Year 2022-23.

SHARE CAPITAL

The paid-up Equity Capital as on 31^st March, 2024 was H21,21,72,990 divided into 21,21,72,990 equity shares of H1 each. The Company has neither issued any shares with differential voting rights nor granted stock options or sweat equity shares.

SHARES IN SUSPENSE ACCOUNT

Disclosures of the shares lying in Company's Unclaimed Shares Suspense Account are given in the Report of Corporate Governance.

INVESTOR EDUCATION AND PROTECTION FUND

As per Companies Act, dividends that are unclaimed/ unpaid for a period of seven (7) years from the date of their transfer are required to be transferred to the Investor Education and Protection Fund ('IEPF') administered by the Central Government.

The tentative date for transfer of unclaimed and unpaid dividends to the IEPF, declared by the Company are as under:

Members who have not encashed their dividend so far in respect of the aforesaid periods are requested to make their claims to Maheshwari Datamatics Private Limited, Registrar and Share Transfer Agent of the Company ('RTA') or to the Company Secretary of the Company, at the Company's Registered Office/ Corporate Office, well in advance of the above due dates. Pursuant to the provisions of IEPF Authority (IEPF) (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules'), the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 28, 2023 (date of the last AGM) on the website of the Company at https:// www.shyamcenturyferrous.com/ and also on the website of the Ministry of Corporate Affairs at www.mca.gov.in.

Further, pursuant to the provisions of Section 124 of the Act, read with the relevant Rules made thereunder, shares on which dividend has not been paid or claimed for seven (7) consecutive years or more shall be transferred to the IEPF Authority as notified by the Ministry of Corporate Affairs.

ANNUAL RETURN

In terms of requirement of section 134 (3) (a) read with Section 92(3) of the Companies Act, 2013 and the rules made thereunder, the Annual return of the Company has been placed on the Company's website and can be accessed at the web link at https://shyamcenturyferrous. com/php/pdf_viewer.php?pdf_path= ../Annual_Return/ MGT-7_Upload.pdf

MEETINGS OF THE BOARD

During the year, Four (4) Board Meetings and Four (4) Audit Committee meetings were convened and held on 19^th May, 2023, 08^th August, 2023, 9^th November, 2023 and 07^th February, 2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of the Board Meeting are provided in the Corporate Governance Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, meeting of Independent Directors was held on 28^th March, 2024 wherein the performance of the Non-Independent Directors and the Board as a whole was reviewed. The Independent Directors at their meeting also, inter alia, assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors of the Company.

COMMITTEES OF THE BOARD

The composition and terms of reference of the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Finance Committee have been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee and Nomination and Remuneration Committee.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required under Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy may be referred to at the Company's website at http://shyamcenturyferrous.com/php/policies. php?pdf=Whistle-Blower-Policy.pdf.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The Board has framed a Remuneration Policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The remuneration policy aims to enable the Company to attract, retain and motivate highly qualified members for the Board and at other executive levels. The remuneration policy seeks to enable the Company to provide a well-balanced and performance- related compensation package, taking into account shareholders' interests, industry standards and relevant Indian corporate regulations. The details on the same are given in the Corporate Governance Report. The said policy may be referred to at the Company's website at the web link at http://shyamcenturyferrous.com/php/ policies.php?pdf=Remuneration-policy.pdf.

CODE OF CONDUCT

With intent to enhance integrity, ethics & transparency in governance of the Company your Company had adopted a Code of Conduct for Directors and Senior Management Personnel. The Code has been displayed on the Company's website at http://shyamcenturyferrous.com/ php/policies.php?pdf=Code-of-Conduct-for-Senior- Management.pdf.

COMPLIANCE WITH THE SECRETARIAL STANDARD AND INDIAN ACCOUNTING STANDARDS

The Company has complied with the applicable Secretarial Standards as recommended by the Institute of Company Secretaries of India. The Company has also complied with all relevant Indian Accounting Standards (Ind AS) referred to in section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 while preparing the financial statements.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirement of Section 134 (3) (c) read with section 134 (5) of the Companies Act, 2013, the Directors hereby confirm and state that:

• In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

• The Directors have selected such accounting policies and have 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 31^st March, 2024 and of the profit of the Company for the year under review.

• The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• The Directors have prepared the annual accounts on going concern basis.

• The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

• The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

AUDITORS & AUDITORS' REPORT

M/s. D.K. Chhajer & Co, Chartered Accountants (Firm Registration Number: 304138E) Statutory Auditors of the Company, have been appointed by the members at the Tenth Annual General Meeting and shall hold office for a period of 5 years from the date of such meeting held on 30^th September, 2021.

The Statutory Auditors' Report "with an unmodified opinion", given by M/s. D K Chhajer & Co., on the Financial Statements of the Company for the Financial Year ended 31^st March, 2024, is appended in the Financial Statements forming part of this Annual Report.

The notes to the accounts referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its manufacturing activity is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s. B. G. Chowdhury & Co., Cost Accountants, (Firm Registration Number: 000064) as Cost Auditors of the Company for the financial year ended 31^st March, 2024 in the Board Meeting held on 19^th May, 2023. The remuneration proposed to be paid to them for the financial year 2023-24, as recommended by audit committee, was ratified in the meeting of shareholders held on 28^th September, 2023.

The Board of Directors of the Company on the recommendation of the Audit Committee, appointed M/s. B. G. Chowdhury & Co., Cost Accountants, (Firm Registration Number: 000064), as the Cost Auditors of the Company for the Financial Year 2024-25 under section 148 of the Companies Act, 2013. M/s. B. G. Chowdhury & Co. have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141(3). The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm's length relationship with the Company.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Members' ratification for the remuneration payable to M/s. B. G. Chowdhury & Co., Cost Auditors for the financial year 2024-25 is included in the Notice convening the Annual General Meeting.

The cost audit report for the Financial Year 2022-23 was filed with the Ministry of Corporate Affairs on 06^th September, 2023.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MKB & Associates (Firm Registration Number: P2010WB042700), a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith marked Annexure-1. The report is self-explanatory and do not call for any further comments.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has not made any investment or provided guarantee or security in connection with a loan to any person exceeding the limit specified in Section 186 of the Companies Act, 2013. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. In terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, there were no material contract or arrangement entered into by the Company with related parties as referred to in Section 188. Therefore, disclosure in Form AOC-2 is not applicable. However, the details of the transactions with the Related Party are provided in the Company's financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval has been obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. A policy on 'Related Party Transactions' has been devised by the Company which may be referred to at the Company's website at the web link at http://shyamcenturyferrous.com/php/ policies.php?pdf=Related-Party-Policy.pdf.

RESERVES

During the year under review no amount was transferred to reserves.

DIVIDEND

The Board of Directors of your Company after considering holistically the relevant circumstances and in order to conserve resources for future plans has decided that it would be prudent, not to recommend any Dividend for the Financial Year 2023-24 (Previous Year: Interim Dividend 30% i.e.0.30 each per equity share of face value of H1 each).

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in section 134 (3) (m) of the Act and rules framed there under is mentioned below:

(A) Steps taken toward Conservation of energy:

• 132KV 11MVA,33KV old Furnace transformer replaced by new 33KV/98-44/-162V 11MVA furnace transformer resulted reduction in no load loss, furnaces with 100% loading capacity and increase the production quantity.

(B) Steps taken toward Technical Absorption:

• Furnace # 1 shell new bricks and paste lining work has been done resulted to leakage arrest in tap hole side, reduce shutdown period & also

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• Pump house old water pipe line replaced and new spare pump installed resulting water leakage arrested and to avoid shut down

• Furnace # 1 and Furnace #3 RCC bed casting done for Fesi hot metal in place of cast iron pan casting, resulted more thin cake to avoid dusting also less under size generation.

• Furnace # 2 telfer car track modification done, resulted increasing of Nos of batches quantity and reducing feeding problem.

• Ground hopper No # 1 modification done, resulted increase of volume of raw material feeding quantity and reduce raw material feeding timing.

The Company has developed a Research & Development cell for carrying out R&D Projects in the plant with specific objective of development of advanced systems for quality improvement. The company has been taking advice from outside expert agency with the objective of improvement in quality and Research & Development. Revenue Expenditure for quality improvement paid H13.5 Lakhs (PY. NIL).

(C) Foreign Exchange Earnings And Outgo

During the period under review, Foreign Exchange Earning was NIL (Previous Year NIL) and Foreign Exchange Outgo was NIL (Previous Year NIL).

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR)

HEALTH CARE:

The initiatives were undertaken for distribution of medicines under the Pradhan Mantri TB Mukt yojana.

Contributions also made to the Hospitals.

EDUCATION:

Contributions made towards promoting education and development of school.

The Committee is headed by Mr. Rajesh Kumar Agarwal, Director of your Company and consists of Members as stated below:

Annual Report on CSR as required to be annexed in terms of requirement of Section 135 of Companies Act, 2013 and rules framed thereunder is annexed herewith and marked Annexure - 2.

The CSR Policy of the Company is available on the Company's website under the weblink: al

http ://shyamcentury ferrous.com/php/policies. php?pdf=SCFL-%20CSR%20policy.pdf

EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013 and as per Listing Obligations and Disclosures Requirements Regulations formulated by the Securities and Exchange Board of India (SEBI), the Company has adopted a policy for evaluation of performance of the Board of Directors. The Board follows a formal mechanism for the evaluation of the performance of the Board as well as Committee.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The Nomination and Remuneration Committee at its meeting established the criteria based on which the Board will evaluate the performance of the Directors.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Non-Independent Directors and Board as a whole was also carried out by the Independent Directors.

The Directors expressed their satisfaction over the evaluation process and results thereof.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sumanta Kumar Patra resigned as Whole-time Director & Chief Executive Officer of the Company w.e.f. close of business hours of 31^st March, 2024. The Board places on record its appreciation for the services rendered by Mr. Patra during his tenure.

On the recommendation of the Nomination & Remuneration Committee, the Board of Directors at its meeting held on 22^nd May, 2024, appointed Mr. Venkata Krishna Nageswara Rao Majji (DIN: 07035891) as the NonExecutive Director of the Company with effect from 22^nd May, 2024. In terms of Regulation 17(1C) of the Listing Regulations, the listed entity is required to obtain approval of the shareholders for the appointment of new Director at the next General Meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, the shareholders of the Company need to approve the appointment of Mr. Venkata Krishna Nageswara Rao Majji as a Non-Executive Director of the Company, by way of special resolution through postal ballot by way of voting through electronic means or by the next General Meeting whichever is earlier.

Mr. Venkata Krishna Nageswara Rao Majji, aged about 72 years, is a Science graduate having more than 48 years of rich experience in the fields of Administration, Planning, Technical and Commercial etc. He is having expertise in production and operation of high carbon ferro chrome, low carbon ferro chrome, ferro manganese, ferro silicon, silico manganese, silico chrome etc., He was recipient of National Energy Conservation Award from Govt of India, Ministry of Power.

Mr. Venkata Krishna Nageswara Rao Majji has given his consent for appointment and has confirmed that he does not suffer from any disqualifications for appointment.

In accordance with the provisions of Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Rajesh Kumar Agarwal (DIN: 00223718) will retire by rotation and being eligible, offers himself for re-appointment. In view of his considerable experience, your Directors recommend his re- appointment as Director of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Listing Regulations.

Mr. Nirmalya Bhattacharyya, Mrs. Plistina Dkhar and Mr. Pramod Kumar Shah are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in section 149 of the Act and the Rules made thereunder and the Listing Regulations about their status as Independent Director of the Company.

Your Board of Directors formed opinion that the Independent Directors of the Company are maintaining highest standard of integrity and possessing expertise, requisite qualifications and relevant experience in the fields of Administration, General management, Accounts & Finance, Audit, Internal Audit, Taxation, Risk, Board procedures, Governance etc., for performing their role as Independent Directors of the Company. Regarding proficiency, all Independent Directors have registered themselves in the Data Bank maintained with the Indian Institute of Corporate Affairs (IICA), Manesar. In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self- assessment test conducted by the IICA within a period of 2 (two) year from the date of inclusion of their names in the data bank. Mrs. Plistina Dkhar, Independent Directors is exempted from qualifying 'online proficiency test' due to her relevant experience in listed companies and the Companies with Paid up equity Capital is H10 Crore and more. Mr. Pramod Kumar Shah and Mr. Nirmalya Bhattacharyya were appeared in 'online proficiency test' within the period of 1 (one) year and 2

(two) years from the date of inclusion of their name in the data bank and has successfully qualified the test.

FAMILIARISATION PROGRAMME

UNDERTAKEN FOR INDEPENDENT DIRECTORS

In order to enable the Independent Directors to perform their duties optimally, the Board has devised a familiarisation programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. They are periodically updated about the development which takes place in the Company. The Independent Directors have been issued Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and commitments etc. The familiarisation program is available on the Company's website under the weblink: at http://shyamcenturyferrous.com/php/policies.

php?pdf=familiarization_programme_for_independent_ directors.pdf

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

The Company does not have any subsidiary, associate and joint venture.

CHANGES IN NATURE OF BUSINESS, IF ANY

There has not been any change in the nature of business.

DEPOSITS

During the year under report, the Company has not accepted any deposits from public or from any of the Directors of the Company or their relatives falling under ambit of Section 73 of the Companies Act, 2013.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS

In respect of demand notice dated 19^th February, 2020 received by the Company from Director of Mineral Resources, Meghalaya, for payment of royalty, MEPRF, VAT/GST for H1,739 Lacs (approx) in pursuance to the National Green Tribunal (NGT) Order dated 17^th January, 2020 passed in O.A. No. 110(TCH)/2012 for alleged illegal coal procurement. By passing the said order NGT has accepted the Recommendation of the 5^th Interim Report of the Independent Committee set up by NGT, which has suggested imposition of penalty on Cement Companjies and Thermal Power Plants in Meghalaya.

The Company has not purchased any illegal coal and has complied with all disclosure requirements of the various Government Departments. The Report of NGT Committee has been founded on the basis of assumptions and views of the Committee and not on hard facts. Further to note that the Company has neither been issued a show- cause nor any opportunity of being heard was given to the Company before submitting the Interim reports by the Independent Committee to NGT. Even NGT has not

served any notice on the Company before passing the impugned order dated 17^th January, 2020 which is clear violation of principles of natural justice. In addition, the Committee also recommended that an amount of Rs. 400/MT of coal to be utilized by the Company (and other plants) on or after the date of the order shall be directed to be deposited in the MEPRF, which comes to Rs. 446 Lakhs (approx).

Accordingly, the Company had preferred an appeal, being C.A. No.4144 of 2020, before the Apex Court. The Apex court vide it's order dated 02.05.2023 restored the proceeding in relation to the Company back to the file of the NGT, at the stage, at which they stood prior to the passing of the judgement dated 17.01.2020.

On 2^nd Nov, 2023, the Company filed an application for impleadment which was allowed by the NGT, Eastern Zone Bench, Kolkata. Further, the Company has also filed a counter affidavit before the NGT, Eastern Zone Bench which was taken on record on 9^th Feb, 2024 and the said case is now listed for hearing before the NGT, Kolkata on 02.08.2024. And hence , no provision has been made in the books of account.

(Refer Note no. 42(a) of Notes to Accounts).

Other than the aforesaid, there have been no significant and material order passed by the Courts/Regulators impacting the going concern status and future operations of the Company

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes or commitments have occurred between the end of the financial year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

CREDIT RATINGS

Your Company enjoys a sound reputation for its prudent financial management and its ability to meet financial obligations. ICRA Limited has assigned the long term rating of ICRA BBB+ (Stable) (Pronounced as ICRA triple B Plus) and the short term rating of ICRA A2+ (Pronounced as ICRA A two plus).

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company maintains comprehensive internal control system, commensurate with the size of its operations and monitoring procedure for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

The Board of Directors of the Company on the recommendation of the Audit Committee, re-appointed M/s. K. Baldawa & Co., Chartered Accountants, as the

Internal Auditors of the Company for the Financial Year 2024-25 under section 138 of the Companies Act, 2013. M/s. K. Baldawa & Co., have confirmed about their reappointment. The Internal Auditors periodically reviews the effectiveness and efficacy of Internal Control Systems and procedures. Audits are finalised and conducted based on internal risk assessments. Significant deviations from the standard procedures are brought to the notice of the Audit Committee/Board periodically and corrective measures are recommended for implementation. All these steps facilitate timely detection of any irregularities, frauds and errors and early remedial measures to be undertaken so that no monetary losses are sustained. Significant audit observations, if any, and corrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

DETAILS OF SIGNIFICANT CHANGES (I.E., CHANGES OF 25% OR MORE) IN KEY FINANCIAL RATIO AND CHANGE IN RETURN ON NETWORTH ALONGWITH DETAILED EXPLANATIONS

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with a statement containing particulars of employees as required under Section 197 of Companies Act, 2013 read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and marked Annexure- 3 and forms part of this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

DETAILS OF DIFFERENCE IN VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company values the integrity and dignity of its employees. The Company has put in place a 'Policy on Prevention of Sexual Harassment' as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Sexual Harassment Act") and has constituted the Committee with internal and external members. We affirm that adequate access has been provided to any complainants who wish to register a complaint under the policy. No complaint was received during the year.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the Listing Obligations and Disclosures Requirements Regulations formulated by the Securities and Exchange Board of India (SEBI). A separate section on corporate governance, along with a certificate from the auditors confirming the compliance, is annexed and forms part of the Annual Report. This certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

As required under Regulation 17(8) of the Listing Obligations and Disclosures Requirements Regulations formulated by the Securities and Exchange Board of India (SEBI), the Managing Director and CFO certification has been submitted to the Board and a copy thereof is contained in this Annual Report.

RISK MANAGEMENT

Risk management refers to the practice of identifying potential risks in advance, analysing them and taking precautionary steps to reduce the risk. The Company has evolved a risk management framework to identify, assess and mitigate the key risk factors of the business. The Board of the Company is kept informed about the risk management of the Company.

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

The Company has always provided a congenial atmosphere for work to all sections of society. It has provided equal opportunities of employment to all irrespective to their caste, religion, color, marital status and sex. The Company believes that human capital of the Company is its most valuable assets and its human resource policies are aligned towards this objective.

The Company focuses on enhancing organisational performance by focusing on quick grievance resolution mechanisms and maintaining cordial relations with employees and workmen across all levels. The relation amongst its employees remained harmonious and the year under review remained free from any labor unrest.

During the year under review, there has not been any material changes in human resources and industrial relations.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted Companies to send copies of Annual report, Notices, etc., electronically to the email IDs of shareholders. Your Company has arranged to send the soft copies of these documents to the registered email IDs of the shareholders, wherever applicable. In case, any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request in this respect.

The Ministry of Corporate Affairs has taken 'Green Initiative in the Corporate Governance' by allowing paperless compliances by the Companies and has issued circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members for the financial year 31^st March, 2024. A newspaper advertisement in this regard is being published.

CAUTIONARY STATEMENT

Statements in this report describing the Company's objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, our business, the businesses of our customers, vendors and partners and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and State Governments and their departments and the Local Authorities, Customers, Vendors, Business partners/ associates and Stock Exchanges for their continued guidance and support.

Your Directors would also like to place on record their sincere appreciation for the commitment, dedication and hard work put in by every member of the Company and recognise their contribution towards Company's achievements. Your directors express their gratitude to the shareholders of the Company for reposing their confidence and trust in the Management of the Company.

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