Dear Members,
Your Directors are pleased to present the 21st Annual Report of your company
on the operations and performance along with the Audited Financial Statements and the
Auditor's Report thereon, for the year ended on 31st March, 2024.
FINANCIAL HIGHLIGHTS
Rs in Crores
| Particulars |
31st March, 2024 |
31st March, 2023 |
| Total Revenues |
578.23 |
510.13 |
| Total Expenditure |
567.97 |
495.07 |
| Profit before interest depreciation, extraordinary item and tax |
10.26 |
15.06 |
| Depreciation and Interest |
9.62 |
9.54 |
| Profit / (Loss) before exceptional, extraordinary item and tax |
0.64 |
5.52 |
| Exceptional & Extraordinary item |
- |
- |
| Profit / (Loss) before tax |
0.64 |
5.52 |
| Tax Expense / Deferred tax |
0.17 |
1.97 |
| Net Profit / (Loss) for the year |
0.47 |
3.55 |
| Total Comprehensive income |
0.03 |
0.15 |
| Profit / (Loss) Brought forward from last year |
(80.27) |
(83.97) |
| Balance Carried forward |
(79.77) |
(80.27) |
STATE OF COMPANY'S AFFAIRS / PERFORMANCE OVERVIEW
During the year under review Total Revenue from operation has increased from Rs 510.13
Crores to Rs 578.23 Crores as compared to previous year's turnover. Company has registered
a net profit before tax of Rs 0.64 Crores in comparison to net profit of Rs 5.52 Crores
during previous year.
DIVIDEND
As the Company has other pipelined projects for growth the Directors of your Company
have not recommended dividend for the financial year 2023-24.
BUSINESS ACTIVITY
The company is engaged in manufacture of Sponge Iron, Ferro Alloys and Power. Company
is generating power on account of waste heat recovery system resulting economic price.
Company is having its power plant of 40 MW. Power generated is used for captive
consumption. There has been no change in the nature of business of the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The company does not have holding or subsidiary companies during the year and no other
company has become holding / subsidiary/ joint venture / associate. The Company is an
Associate Company of M/s. Shah Alloys Limited as it is holding more than 20% of the Equity
Share Capital in the Company as a Promoter Company.
SHARE CAPITAL
During the financial year ended on March 31, 2024 there was no change in the authorized
and paid-up share capital of the Company.
However after Closure of Financial year 2023-24, Company has issued 48,00,000 Warrants
Convertible into 48,00,000 Fully paid up Equity Shares of Rs10/- each at a price not less
than Rs25/-(Includes Premium of Rs15/-) to the promoter allottee (SAL CARE Private
Limited) on a preferential basis as on 29th June, 2024 approved by Special
Resolution passed at Extra ordinary General Meeting was held through Video
Conference("VC") and /or other audio visual means("OAVM")(Hereinafter
Referred to as "Electronic Mode") on Saturday, 08th June, 2024 .
DEPOSIT
The Company has not accepted any deposit during the year under review and no amount
against the same was outstanding at the end of the year falling within the ambit of
Section 73 of the Companies Act, 2013 (the act) and the Companies (Acceptance of Deposits)
Rules, 2014.
DETAILS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
During the year under review the Company has not made any inter corporate loans,
investments, given any corporate guarantee to any other body corporate, subsidiary,
associate or any other company.
LISTING OF SHARES
The equity shares of the Company are listed on the National Stock Exchange of India
Limited (NSE) and BSE Limited (BSE). The listing fee for the year 2024-25 has been paid to
the credit of both the Stock Exchanges.
DETAILS OF DIRECTORS OR KMPS APPOINTMENT OR RESIGNATION
The Board of Directors consists of Seven (07) members, of which five (05) are
Independent Directors including one Women Independent Director.
Directors:
During the financial year 2023-24, the Board of Directors of the Company, based on the
approval and recommendation of members of Nomination and Remuneration Committee has
appointed Shri Piyush Chandarana (DIN: 08675864), as Additional Director designated as
Whole-time Director w.e.f. August 25, 2023. Subsequently, he was appointed as Whole Time
Director of the Company by way of Ordinary Resolution passed at the 20th Annual
General Meeting of the Company for the period of three (03) consecutive years commencing
from August 25, 2023 up to August 24, 2026 liable to retire by rotation.
During the financial year 2023-24, the Board of Directors of the Company, based on the
approval and recommendation of members of Nomination and Remuneration Committee has
appointed Shri MITESH VASANTBHAI JARIWALA (DIN: 09396683), as Additional Director
(Non-Executive, Independent) subject to the approval and regularization of his appointment
by the members of the company in the next general meeting or within a time period of 3
Months from the date of appointment, whichever is earlier, as non-executive Independent
Director of the company to hold office for a term of 5(Five) consecutive years w.e.f.
February 24, 2024. Subsequently, he was appointed as Non-executive Independent Director of
the Company by way of Special Resolution passed by the members of the company through
postal ballot (meeting Sr. No. 01/PB/2023-24) on Friday, March 29, 2024 through remote
e-voting commenced from Thursday, February 29, 2024 at 09.00 AM (IST) and ended on Friday,
March 29, 2024 at 05.00 Pm (IST).
During the financial year 2023-24, the Board of Directors of the Company, based on the
approval and recommendation of members of Nomination and Remuneration Committee has
appointed Shri BIPINBHAI AMULAKHBHAI GOSALIA (DIN: 10521360), as Additional Director
(Non-Executive, Independent) subject to the approval and regularization of his appointment
by the members of the company in the next general meeting or within a time period of 3
Months from the date of appointment, whichever is earlier, as non-executive Independent
Director of the company to hold office for a term of 5(Five) consecutive years w.e.f.
February 24, 2024. Subsequently, he was appointed as Non-executive Independent Director of
the Company by way of Special Resolution passed by the members of the company through
postal ballot (meeting Sr. No. 01/PB/2023-24) on Friday, March 29, 2024 through remote
e-voting commenced from Thursday, February 29, 2024 at 09.00 AM (IST) and ended on Friday,
March 29, 2024 at 05.00 Pm (IST).
During the financial year 2023-24, Shri Jay Prakash Goyal (DIN: 08874805), has resigned
from the post of Whole Time Director of the company w.e.f. MAY 13, 2023 due to personal
reasons.
During the Financial year 2023-24, Cessation of Shri Tejpal Somchand Shah (DIN:
01195357), Non-Executive Independent Director of the company has occurred due to his death
as on December 05, 2023.
During the financial year 2023-24, Mr. Harshad M. Shah (DIN: 01309096), Non-executive
Independent Director has resigned w.e.f Closure of Business hours as on March 31, 2024 due
to completion of his tenure as an Independent Director of the company.
Except above there were no other changes in respect of constitution of Board of
Directors of the company during the Finacial year 202324. However, After Closure of
Financial Year 2023-24, Shri Sujalkumar Ashokkumar Shah (DIN: 01431407), has resigned from
the post of Whole Time Director of the company w.e.f. April 9, 2024 due to personal
reasons.
And after closure of financial year 2023-24, Shri Piyush Chandarana (DIN: 08675864) has
resigned from the post of Whole Time Director of the company w.e.f. MAY 25, 2024 due to
personal reasons.
Key Managerial Person:
During the year under review, Shri Manish Daulani (M. No.: A53487), has resigned w.e.f.
12thAugust, 2023 from the post of Company Secretary & Compliance Officer (Key
Managerial Person) and Shri Vinay Kumar Mishra (M. No.: F11464), was appointed w.e.f. 25th
August, 2023 on the position of Company Secretary & Compliance Officer (Key Managerial
Person) of the Company in terms of Section 203 of Companies Act, 2013 and regulation 6(2)
of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015.
Except above there were no other changes in respect of appointment and resignation of
Key managerial Persons of the company. However, post 31.03.2024, Shri Vinay Kumar Mishra
(M. No.: F11464), has resigned from the post of Company Secretary and Compliance Officer
(key Managerial Person) w.e.f. July 24, 2024 due to personal reasons.
MEETINGS OF THE BOARD AND COMMITTEES
During the year under review, total six (06) meetings of Board of Directors were held
on the following dates 29th May, 2023, 10th August, 2023, 25th
August, 2023, 04th November, 2023, 08th February, 2024 and 24th
February, 2024. Details of meetings are given in the Corporate Governance Report annexed
herewith as Annexure - 5 and forms part of this report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations 2015.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from each Independent Director of the
Company confirming that he/she met with the criteria of independence as laid out in
sub-section (6) of Section 149 read with schedule IV of the Companies Act, 2013 and under
regulation 16(1)(b) and 25(8) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations 2015. In the opinion of the Board,
the Independent Directors fulfill the criteria of independence as provided under the Act,
Rules made thereunder read with applicable provisions of the Listing Regulations, and they
are independent of the management and also possess requisite qualifications, experience,
and expertise and hold highest standards of integrity. The report on Corporate Governance
which is forming part of the Annual Report contains the disclosure regarding the skills,
expertise, competence and proficiency possessed by the Directors. Further, there has been
no change in the circumstances affecting their status as Independent Directors of the
Company. The Board has taken on record the declarations of the Independent Directors,
after undertaking due assessment of the veracity of the same.
BOARD DIVERSITY
A diverse Board enables efficient functioning through differences in perspective and
skill, and also fosters differentiated thought processes at the back of varied industrial
and management expertise, gender, knowledge and geographical background. The Company
follows diverse Board structure.
BOARD EVALUATION
As per the provisions of the Companies Act, 2013 and Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements), Regulations 2015, the formal
annual evaluation was carried out for the Board's own performance, its committee &
Individual directors. The manner and detail in which evaluation was carried out is stated
in the Corporate Governance Report which is herewith as Annexure - 5 and forms a
part of this report.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in
Management Discussion and Analysis Report, which forms part of this report.
CORPORATE GOVERNANCE REPORT
The Company is committed to observe good corporate governance practices. The report on
Corporate Governance for the financial year ended 31st March, 2024, as per
regulation 34(3) read with Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015 is enclosed herewith
as Annexure - 5 and forms part of this Report.
CORPORATE GOVERNANCE CERTIFIFATE
As required by Clause 10 (i) of Part C under Schedule V of the SEBI Listing
Regulations, the Company has received a certificate from M/s. Kamlesh M. Shah & Co.
(ACS: 8356, COP: 2072), Practicing Company Secretaries certifying that none of our
Directors have been debarred or disqualified from being appointed or continuing as
Directors of the Company by Securities and Exchange Board of India or Ministry of
Corporate Affairs or such other statutory authority.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of
The Companies (Accounts) Rules, 2014, particulars relating to conservation of Energy, R
& D, Technology absorption and foreign Exchange earnings / outgo are separately
provided in the annexure to this report as Annexure -1.
RISK MANAGEMENT
The Company had put in place an enterprise wide risk management framework. This
holistic approach provides the assurance that, to the best of its capabilities, the
Company identifies, assesses and mitigates risks that could materially impact its
performance in achieving the stated objectives. The Audit committee ensures that the
Company is taking appropriate measures to achieve prudent balance between risk and reward
in both ongoing and new business activities. The Committee reviews strategic decisions of
the Company and on regular basis, reviews the Company's portfolio of risks and considers
it against the Company's Risk Appetite. The Committee also recommends changes to the Risk
Management Technique and / or associated frameworks, processes and practices of the
Company.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company has put in place a Whistle Blower Policy and has implemented a Vigil
Mechanism, whereby employees, directors and other stakeholders can report matters such as
generic grievances, corruption, misconduct, fraud, misappropriation of assets and
noncompliance of code of conduct to the Company. The policy safeguards the whistle blowers
to report concerns or grievances and also provides a direct access to the Chairman of the
Audit Committee. During the year under review none of the personnel has been denied access
to the Chairman of Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of section 135 of the Companies Act, 2013 and rules made
thereunder are not applicable to the company for the financial year 2023-24 based on the
Calculation of average net profit under Section 198 and rules made thereunder. Hence, no
amount required to be spent on CSR activities during the financial year 2023-24 and the
details pursuant to Annual Report on CSR activities for the Financial Year 2023-24 is not
required to provide to this report for the financial year 2023-24.
DIRECTORS' RESPONSIBILITY STATEMENT
In Compliance with Sections 134(3) (c) and 134(5) of the Companies Act, 2013, the Board
of Directors to the best of their knowledge and hereby confirm the following:
a) In the preparation of the annual accounts for the financial year ended 31st
March, 2024 as far as possible and to the extent, if any, accounting standards mentioned
by the auditors in their report as not complied with, all other applicable accounting
standards have been followed along with proper explanation relating to material departure;
b) The Directors 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 at the end of the financial year and
profit and loss account 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 this Act 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; and
e) The directors in the case of a listed company 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.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy of the Company on Director's appointment and remuneration, including
criteria for determining qualifications, independence and other matters as provided under
subsection (3) of Section 178 of the Companies Act, 2013 is available on the Company's
website at www.salsteel.co.in
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL), ACT, 2013
In accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, a committee has been established at the
offices for this purpose. There were no complaints pending for the Redressal at the
beginning of the year and no complaints received during the financial year.
PARTICULARS OF THE EMPLOYEES
Information pursuant to rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to this report as Annexure-2. Further,
particulars of employees remuneration, as prescribed under section 197(12) of the
Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are not attached with this report since
there was no employee who was in receipt of excess remuneration as prescribed.
RELATED PARTIES TRANSACTIONS
During the financial year, all transactions entered into with the Related Parties as
defined under Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations 2015, were in the ordinary course of
business and on an arm's length basis and as such did not attract provisions of section
188 (1) of Companies Act, 2013. The Company has formulated policy on related party
transactions. Particular of related party transactions in prescribed Form AOC-2 is
attached at Annexure-3. Approvals from the Audit Committee are obtained even for
transactions which are in ordinary course of business and repetitive in nature. Further,
on quarterly basis, disclosures are made to the Audit Committee and to the Board. Details
of related party transactions are given in the notes to financial statements.
None of the Independent Directors have any pecuniary relationship with your Company.
DISCLOSURE OF ACCOUNTING TREATMENT
The financial statements have been prepared in accordance with Indian Accounting
Standards (IND AS). The Company has prepared these financial statements to comply in all
material respects with the IND AS, notified under section 133 of the Companies Act, 2013
("the Act") read together with paragraph 7 of the Companies (Accounts) Rules
2014.
AUDITORS AND AUDIT REPORTS
a. Cost Auditors
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made
there under M/s. Ashish Bhavsar & Associates, Cost Accountants were appointed for
auditing cost accounting records of the Company for the year ending 31st March,
2024. Board has further appointed M/s. Ashish Bhavsar & Associates, Cost Accountants
as Cost Auditors for the year ending 31st March, 2025 subject to approval of
remuneration by the members of the Company in the Annual General Meeting.
Disclosure on maintenance of Cost Records
The Company made and maintained the Cost Records under Section 148 of the Companies
Act, 2013 (18 of 2013) for the Financial Year 2023-24
b. Internal Auditor
The Company has appointed an Independent firm of Chartered Accountants to act as an
Internal Auditor as per suggestion of auditors and recommendation of the Audit Committee
in order to strengthen the internal control system for the Company.
c. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules
made thereunder, the Board of Directors has appointed M/s. Kamlesh Shah & Co.,
Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the
Company for the Financial Year 2024-25. The report submitted by the Secretarial Auditor in
Form MR-3 for the financial year ended as on 31st March, 2024 is attached to
this report as Annexure-4. Remarks of secretarial auditor are self-explanatory.
Annual Secretarial Compliance Report
Pursuant to regulation 24A of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations 2015, Secretarial Compliance Report
for the financial year ended 31st March, 2024 on compliance of all applicable
SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s.
Kamlesh Shah & Co., Practicing Company Secretaries, Secretarial Auditor.
Certificate on Corporate Governance
The Company is committed to observe good corporate governance practices. The report on
Corporate Governance for the financial year ended 31st March, 2024, as per
regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of this Annual Report. The requisite
Certificate from the Practicing Company Secretary of the Company confirming compliance
with the conditions of Corporate Governance is annexed to this report as Annexure - 6.
Certificate of Non-Disqualification of Directors
A certificate of Non-Disqualification of Directors for the Financial Year 2023-24,
pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations
2015 issued by Practicing Company Secretary is annexed to this report as Annexure - 7.
d. Statutory Auditors
Members have at their 19thAnnual General Meeting held on September 23, 2022, approved
the re-appointment of M/s. Parikh & Majmudar, Chartered Accountants, as statutory
auditors of the for a terms of five years as per provisions of the Companies Act, 2013.
Statutory Auditors' Report
The observations of Statutory Auditor in its reports on standalone and consolidated
financials are self-explanatory and therefore do not call for any further comments.
Details in respect of frauds reported by auditors
There were no instances of fraud reported by the auditors. Further, there are no
Qualifications, reservations or adverse remarks contain in the Auditor's Report for the
year under review.
MATERIAL CHANGES / INFORMATION
a. In respect of material changes or commitments after closure of the financial year
2023-24 up to the date of this report, company has issued 48,00,000 Warrants Convertible
into 48,00,000 Fully paid up Equity Shares of Rs10/- each at a price not less than
Rs25/-(Includes Premium of Rs15/-) to the promoter allottee (SAL CARE Private Limited) on
a preferential basis as on 29th June, 2024 approved by Special Resolution
passed at Extra ordinary General Meeting was held through Video Conference("VC")
and /or other audio visual means("OAVM")(Hereinafter Referred to as
"Electronic Mode") on Saturday, 08th June, 2024. Except these there
have been no material changes or commitments after the closure of the financial year up to
the date of this report that may have substantial effect on the business and financial of
the Company.
b. No significant and material orders have been passed by any of the regulators or
courts or tribunals impacting the going concern status and companies operations in future.
ANNUAL RETURN
Annual Return in Form MGT-7 in compliance with section 92 of the Companies Act, 2013
read with applicable rules made thereunder is available at the website of the Company i.e.
www.salsteel.co.in.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these matters during the year under
review:
• Details relating to deposits covered under Chapter V of the Act.
• Issue of equity shares with differential rights as to dividend, voting or
otherwise.
• Issue of shares (including sweat equity shares) to employees of the Company
under any scheme save and except Employees' Stock Options Schemes referred to in this
Report.
• Neither the Managing Director nor the Whole-time Directors of the Company
receive any remuneration or commission from any of its subsidiaries.
• No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
• No fraud has been reported by the Auditors to the Audit Committee or the Board.
• There has been no change in the nature of business of the Company.
• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016
during the Financial Year 2023-24.
• There was no instance of onetime settlement with any Bank or Financial
Institution during the Financial Year 2023-24.
APPRECIATION
Your Directors place on record their sincere appreciation for the valuable support and
co-operation as received from government authorities, Financial Institutions, Banks and
ARCs during the year. Directors are also thankful for the support extended by Customers,
Suppliers and contribution made by the employees at all level. Directors would also like
to acknowledge continued patronage extended by Company's shareholders in its entire
endeavor.
CAUTIONARY STATEMENT
Statement in the Board's Report and the Management Discussion and Analysis describing
your Company's objectives, expectations or forecasts 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
your Company's operations include global and domestic demand and supply conditions
affecting selling price of finished goods, input availability and prices, changes in
government regulations, tax laws, economic developments within the country and other
factors such as litigation and industrial relations
|
By order of the Board of Directors |
|
For SAL Steel Limited |
|
Sd/- |
| Place : Santej, Gujarat |
Rajendra V. Shah |
| Date : 9th August, 2024 |
Chairman |
| Registered Office: |
DIN: 00020904 |
| 5/1 Shreeji House, |
|
| B/h M.J. Library, Ashram Road, Ahmedabad-380 006 |
|
| CIN:L29199GJ2003PLC043148 |
|