To the Members,
Your Directors are pleased to present the 21st (Twenty First) Annual Report and Audited
Financial Statement of the Company for the year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year ended 31st March, 2023 is
summarized as below:
(Rs in Crores)
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total Revenue |
6306.20 |
4753.58 |
12722.19 |
10453.96 |
Operating EBITDA |
479.99 |
1145.67 |
1486.03 |
2599.89 |
Add: Other Income |
62.99 |
95.17 |
112.01 |
60.00 |
Less: Interest (Finance Cost) |
37.79 |
8.96 |
93.13 |
23.17 |
Profit before Depreciation/amortization and taxes (PBDAT) |
505.19 |
1231.88 |
1504.91 |
2636.72 |
Less: Depreciation and amortization |
207.82 |
119.61 |
463.08 |
272.40 |
Profit before tax (PBT) |
297.37 |
1112.27 |
1041.83 |
2364.32 |
Adjustments for taxation |
|
|
|
|
Current Tax |
21.00 |
197.21 |
234.59 |
539.46 |
Deferred Tax |
(22.66) |
4.00 |
(41.17) |
(0.08) |
Mat Credit Utilised |
0.00 |
100.79 |
0.00 |
100.79 |
Profit after tax (PAT) |
299.03 |
810.27 |
848.41 |
1724.15 |
Other comprehensive income for the year |
16.62 |
40.83 |
15.36 |
43.57 |
Total comprehensive earning for the year |
315.65 |
851.10 |
863.77 |
1767.72 |
FINANCIAL PERFORMANCE
The Standalone Gross Income for the financial year 2022-23 stood at Rs 6306.20 crores
(P.Y Rs 4753.58) representing a growth of 32.66%. During the financial year ended 31st
March, 2023, your Company recorded a profit before tax of Rs 297.37 crores as against Rs
1112.27 crores in previous year a decrease of 73.26%. Net profit after tax also decreased
by 63.09% at Rs 299.03 crores compared to Rs 810.27 crores in previous year. EBIDTA Margin
was at 7.61% in F.Y 2022-23 as compared to 24.10% in F.Y 2021-22.
The Gross consolidated revenue has increased from Rs 10453.96 crores in F.Y 2021-22 to
Rs 12722.19 crores in F.Y 2022-23 representing a growth of 21.70%. PBT decreased from Rs
2364.33 crores in F.Y 2021-22 to Rs 1041.83 crores in the F.Y 2022-23, a decline of
55.93%. PAT decreased from H1724.18 crores in F.Y 2021-22 to H848.41 crores in F.Y
2022-23, a decline of 50.79%. Finance cost was increased from Rs 23.16 crores in F.Y
2021-22 to Rs 93.13 crores in F.Y 2022-23. EBIDTA declined from Rs 2599.89 crores in F.Y
2021-22 to Rs 1486.03 crores in F.Y 2022-23, a decline of around 42.84% on account of
lower realisation of products, increase in power and energy cost, increase in prices of
critical Raw Materials & Overheads.
ACQUISITIONS AND INVESTMENTS
The Company has acquired the following Companies indirectly through its subsidiary.
1. S S Natural Resources Private Limited - On 23rd May, 2022, Shyam Sel and
Power Limited (Wholly owned Subsidiary of the Company) had acquired 366000 (60%) Equity
Shares of S S Natural Resources Pvt. Ltd. Subsequent to which S S Natural Resources
Pvt. Ltd. has become a subsidiary of Shyam Sel and Power Limited.
2. Ramsarup Industries Limited Ramsarup Industries Limited was admitted
under the Corporate Insolvency Resolution Process (CIRP) by the Hon'ble National Company
Law Tribunal (NCLT), Kolkata Bench, vide its order dated 8th January 2018. The resolutions
plan submitted by the consortium of S S Natural Resources Private Limited and Shyam SEL
And Power Limited was duly approved by the Hon'ble NCLT, Kolkata Bench vide its Order
dated 4 September, 2019. Further, Hon'ble NCLT vide its Order dated 6 April, 2022,
directed to implement the Approved Resolution Plan. Accordingly, the Monitoring Agency
implemented the approved Resolution Plan on 5th May, 2022 and 50,00,000 Equity Shares were
issued to S S Natural Resources Pvt. Ltd. on 5th May, 2022, by virtue of which, Ramsarup
Industries Limited became a Wholly-owned subsidiary of S S Natural Resources Pvt. Ltd.
Since S S Natural Resources Pvt. Ltd has become a subsidiary of Shyam Sel and Power
Limited on 23 May, 2022, therefore, Ramsarup Industries Ltd. has become step-down
subsidiary of Shyam Sel and Power Limited.
3. Shyam Metalics Flat Product Private Limited On 14 February, 2023,
Shyam Sel and Power Limited (Wholly owned Subsidiary of the Company) had acquired 10000
(100%) Equity Shares of Shyam Metalics Flat Product Pvt. Ltd. Subsequent to which Shyam
Metalics Flat Product Pvt. Ltd. has become a subsidiary of Shyam Sel and Power Limited.
4. Shaym Metalics International DMCC was incorporated on 17 August, 2022 in
Dubai (UAE) as the Wholly Owned Subsidiary of Shyam Sel and Power Ltd.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION AND CHANGE IN BUSINESS
There have been no material change(s) and commitment(s), except elsewhere stated in
this report, affecting the financial position of the Company between the end of the
financial year of the Company i.e. March 31, 2023 and the date of this Report. There has
been no change in the nature of business of the Company during the financial year ended on
March 31, 2023.
STATE OF COMPANY'S AFFAIRS
Shyam Metalics and Energy Ltd. is a leading integrated metal producing company with a
focus on long steel products and ferro alloys. It is amongst the largest producers of
ferro alloys in terms of installed capacity and the fourth-largest player in the sponge
iron industry. The Company is primarily engaged in the production of long steel products
such as iron pellets, sponge iron, steel billets, TMT, structural products, wire rods, and
ferro alloys.
OPERATIONAL HIGHLIGHTS
A brief highlight of the production on Y-O-Y basis of the Company in comparison to the
installed capacity is as mentioned below:
STANDALONE
Sl. No. Particulars |
F.Y 2022-23 |
F.Y 2021-22 |
|
Effective Installed Capacity (MTPA) |
Production (MTPA) |
Capacity Utilisation (%) |
Effective Installed Capacity (MTPA) |
Production (MTPA) |
Capacity Utilisation (%) |
1. IRON PELLET |
2100000 |
1391067 |
66.24% |
1800000 |
1108337 |
92.24 |
2. SPONGE IRON |
1056000 |
954412 |
90.38% |
957000 |
688177 |
81.63 |
3. BILLETS |
750630 |
676671 |
90.15% |
407920 |
481632 |
118.07 |
4. LONG PRODUCT |
742500 |
577513 |
77.78% |
440000 |
394633 |
89.69 |
5. FERRO PRODUCT |
105000 |
94702 |
90.19% |
98000 |
82621 |
84.31 |
CONSOLIDATED
Sl. No. Particulars |
F.Y 2022-23 |
F.Y 2021-22 |
|
Effective Installed Capacity (MTPA) |
Production (MTPA) |
Capacity Utilisation (%) |
Effective Installed Capacity (MTPA) |
Production (MTPA) |
Capacity Utilisation (%) |
1. IRON PELLET |
3900000 |
2877111 |
74% |
3013151 |
2139789 |
71.01 |
2. SPONGE IRON |
2205000 |
1912755 |
87% |
1640250 |
1429028 |
87.12 |
3. BILLETS |
1440150 |
1446913 |
100% |
912702 |
834344 |
91.41 |
4. LONG PRODUCT |
1431500 |
1292841 |
90% |
931633 |
853575 |
91.62 |
5. FERRO PRODUCT |
212920 |
216464 |
102% |
205920 |
205331 |
99.71 |
6. ALUMINIUM |
24000 |
11683 |
49% |
0 |
0 |
0 |
Further, a Comparison of Standalone and Consolidated product wise Sales of the Current
financial year to the Previous financial year is as mentioned below:
STANDALONE
Sl. No. Particulars |
F.Y 2022-23 |
F.Y 2021-22 |
|
Quantity (MT) |
Amount (Rs In Crores) |
Quantity (MT) |
Amount (Rs In Crores) |
1. IRON PELLET |
676846 |
588.35 |
899168 |
1112.34 |
2. SPONGE IRON |
353416 |
1106.12 |
245244 |
752.38 |
3. BILLETS |
108622 |
517.06 |
89622 |
383.47 |
4. LONG PRODUCT |
526873 |
2797.70 |
375573 |
1830.62 |
5. FERRO PRODUCT |
66703 |
744.72 |
80939 |
548.34 |
CONSOLIDATED
Sl. No. Particulars |
F.Y 2022-23 |
F.Y 2021-22 |
|
Quantity (MT) |
Amount (Rs In Crores) |
Quantity (MT) |
Amount (Rs In Crores) |
1. IRON PELLET |
1214350 |
1045.78 |
1468870 |
1828.72 |
2. SPONGE IRON |
602907 |
1911.31 |
580035 |
1768.03 |
3. BILLETS |
207418 |
988.96 |
179726 |
781.93 |
4. LONG PRODUCT |
1124031 |
5987.44 |
806122 |
3947.44 |
5. FERRO PRODUCT |
179645 |
1820.88 |
203818 |
1915.21 |
6. ALUMINIUM |
11337 |
416.36 |
0 |
0 |
7. STAINLESS STEEL WRM MCL |
3980 |
43.05 |
0 |
0 |
During FY'23, production of steel increased by 34.08% (y-o-y) to hit a record of
36,94,365 MTPA as against 27,55,400 MTPA in FY'22, whereas the sales of various steel
products during FY'23, also reached the highest ever level of 17,32,460 MT, an increase of
2.48% (y-o-y) as compared to 16,90,546 MT in FY'22.
On Consolidated basis the production increased from 54,62,067 MTPA to 77,57,767 MTPA, a
growth of around 42.03% y-o-y basis, whereas Sales increased from 32,38,571 MTPA to
33,43,668 MTPA, a growth of 3.25% y-o-y basis.
POWER
During FY'23, the power generation was 127.65 MW as against 122.82 MW in FY'22.
DIVIDEND
During the year under review, your Company had declared an interim dividend @ 18% (Rs
1.80/- per equity share) on 2nd August, 2022. The same was paid on 25th August, 2022.
The Company had paid the final dividend @ 27% (Rs 2.70/- per equity share) for the FY
2021-22 pursuant to the approval of shareholders at the annual general meeting. The same
was paid on 14th October, 2022.
For the Financial Year 2022-23, your Company has not recommended any final dividend.
The dividend pay-out is in accordance with the Company's Dividend Distribution Policy.
Further, in terms of the provisions of the Finance Act, 2020, dividend shall be taxed in
the hands of shareholders and the Company shall withhold tax at source at the applicable
rates as per the Income Tax Act, 1961.
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, (SEBI Listing
Regulations'), the Board of Directors of your Company had approved the Dividend
Distribution Policy. The Policy may be accessed on the website of the Company at: https:
//www.shyammetalics.com/wp-content/ uploads/2022/04/DividendfiDistributionfiPolicy.pdf The
objective of this policy is to establish the parameters to be considered by the Board of
Directors of your Company before declaring or recommending dividend.
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the reserve from surplus. An
amount of H299.03 crores (previous year H810.27 crores) is proposed to be held as Retained
Earnings.
CAPEX AND LIQUIDITY
During the period under review, the Company, on a consolidated basis spent H1578.92
Crores on capital projects largely towards ongoing growth projects in India, essential
sustenance and replacement schemes.
CREDIT RATING
The Company has updated the financial credit rating to AA/ Stable for long term
banking facilities and A1+ for short term banking facilities by CRISIL.
The rating emphasizes the financial strength of the Company in terms of the highest safety
with regard to timely fulfilment of its financial obligations. The above rating continues
to draw strength from promoter's experience, operational eficiency by virtue of having an
integrated plant, production of value-added products fetching higher margins, increasing
profit levels and moderate its financial position.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Companies Act, 2013 ("the Act"), the
SEBI (LODR) Regulations, 2015 and Ind AS, the Audited Consolidated Financial Statements
are provided in the Annual Report.
SHARE CAPITAL
During the FY'23, there was change in the Authorised Share Capital of the Company. The
Authorised Share Capital was increased from Rs 290,00,00,000/- (Rupees Two Hundred Ninety
Crores) divided into 29,00,00,000 Equity Shares of Rs 10/- each to Rs 4,00,00,00,000/-
(Rupees Four Hundred Crores) divided into 40,00,00,000 Equity Shares of Rs 10/- each.
There was no change in the Paid Up Capital of the Company and as on 31 March, 2023, the
Paid Up Capital of the Company stood at Rs 2,55,08,06,880/- (Rupees Two Hundred Fifty Five
Crore Eight Lacs Six Thousand Eight Hundred And Eighty) divided into 25,50,80,688 Equity
Shares of Rs 10/- each.
The Company has not issued any shares or securities with difierential voting rights nor
granted stock options nor sweat equity.
DEPOSITS
The Company has not accepted/received any deposits during the year under report,
falling within the ambit of Section 73 of the Act and the Companies (Acceptance of
Deposits) Rules, 2014.
RELATED PARTY TRANSACTIONS
In terms of Section 188 of the Act read with rules framed there under and Regulation 23
of the SEBI (LODR) Regulations, your Company has in place Related Party Transactions
Policy dealing with related party transactions. The policy may be accessed at:
https://www.shyammetalics.com/wp-content/uploads/2023/05/
Policy-for-Transaction-with-Related-Parties. pdf During the year under review, all related
party transactions entered into by the Company, were approved by the Audit Committee and
were at arm's length and in the ordinary course of business. Prior omnibus approval is
obtained for related party transactions which are of repetitive nature and entered in the
ordinary course of business and on an arm's length basis. The Company did not have any
contracts or arrangements with related parties in terms of Section 188(1) of the Companies
Act, 2013. There were no materially significant related party transactions made by the
Company during the year that would have required the approval of the shareholders under
Regulation 23 of the Listing Regulations.
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 and
hence does not form part of this report.
Details of related party transactions entered into by the Company, in terms of Ind
AS-24 have been disclosed in the notes to the standalone/consolidated financial statements
forming part of this Annual Accounts 2022-23.
PARTICULARS OF LOANS, GUARANTEES SECURITIES AND INVESTMENTS
Details of Loans, Guarantees, Securities and Investments covered under the provisions
of Section 186 of the Act are given in the notes to Financial Statements.
SUBSIDIARIES ASSOCIATE AND JOINT VENTURE COMPANIES
The Company has one material Subsidiary namely Shyam Sel and Power Limited, one
Associate namely, Meghana Vyapaar Private Limited and one Joint Venture namely MJSJ Coal
Limited. During the year under review, the Board of Directors reviewed the affairs of
material subsidiaries. There has been no material change in the nature of the business of
the subsidiaries.
A separate statement containing performance and highlights of Financial Statements of
subsidiary, associate and joint venture companies is provided in the prescribed Form
AOC-1 as Annexure - I and forming part of this report.
The financial statements of subsidiary companies are kept open for inspection by the
shareholders at the registered office of the Company during business hours on all days
except on Saturdays, Sundays and on public holidays upto the date of the Annual General
Meeting ("AGM") as required under Section 136 of the Act. Any member desirous of
obtaining a copy of the said financial statements may write to the Company at its
Registered Office. The audited financial statements including the consolidated financial
statements and all other documents required to be attached thereto and financial
statements of the subsidiary Company have been uploaded on the website of your Company at
www.shyammetalics.com.
There have been no subsidiaries, joint ventures and associates during the year under
review that have become or ceased to be the subsidiaries, joint ventures and associates.
Your Company has framed a policy for determining "Material Subsidiary" in
terms of Regulation 16(c) of Listing Regulations. The policy may be accessed on the
website of the Company at: https://www.shyammetalics.com/wp-content/uploads/2023/05/
Policy-for-determining-Material-Subsidiary.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board comprises of an optimum mix of Executive and Non-Executive Directors
including Independent Directors. As on March 31, 2023, the Board consists of 10 (ten)
Directors, including and headed by Non-Executive Chairman, four Executive Directors, and
five Independent Directors out of which one is a Woman Director. During the year under
review, there has been change in the composition of the Board. Mr. Bhagwan Shaw (DIN:
03419298) had resigned from the position of Whole time Director w.e.f 8th November, 2022
due to personal reason, Mr. Venkata Krishna Nageswara Rao Majji (DIN: 07035891) had
resigned from the position of Independent Director of the Company Effective from 14th
February, 2023 due to personal reason and other professional commitment, Mr. Ajay
Choudhury (DIN: 00040825) had resigned from the position of Independent Director of the
Company Effective from 14th February, 2023 due to personal reason and other professional
commitment and Mr. Nand Gopal Khaitan (DIN: 00020588) was appointed as an Independent,
Non- Executive Director of the Company for a period of 5 (five) years w.e.f 14th February,
2023 till 13th February, 2028. Consequently, the Committees of the Board were
re-constituted.
During the year under review, the shareholders of the Company through Postal Ballot
approved the following:
1. Re-appointment of Mr. Ajay Choudhury (DIN: 00040825) as an Independent,
Non-Executive Director of the Company for another period of 5 (five) years w.e.f 6th
April, 2023 till 5th April, 2028
2. Re-appointment of Mr. Ashok Kumar Jaiswal (DIN: 00545574) as an Independent,
Non-Executive Director of the Company for another period of 5 (five) years w.e.f 16th
January, 2023 till 15th January, 2028
3. Re-appointment of Mr. Yudhvir Singh Jain (DIN: 06507365) as an Independent,
Non-Executive Director of the Company for another period of 5 (five) years w.e.f 16th
January, 2023 till 15th January, 2028
4. Re-appointment of Mr. Kishan Gopal Baldwa (DIN: 01122052) as an Independent,
Non-Executive Director of the Company for another period of 5 (five) years w.e.f 15th May,
2023 till 14th May, 2028
5. Appointment of Mr. Nand Gopal Khaitan (DIN: 00020588) as an Independent, Non-
Executive Director of the Company for a period of 5 (five) years w.e.f 14th February, 2023
till 13th February, 2028 In accordance with the requirement of the Companies Act, 2013,
Mr. Sanjay Kumar Agarwal (DIN: 00232938) Director retires by rotation and being eligible,
ofier himself for re-appointment. Members' approval is being sought at the ensuing AGM for
his re-appointment.
During the period under Review, the Non-Executive Directors (NEDs) of the Company had
no pecuniary relationship or transaction with the Company, other than the sitting fees and
commission, as applicable, received by them.
As on 31 March, 2023 and in terms of Section 149 of the Companies Act, 2013 Mr. Ashok
Kumar Jaiswal, Mr. Yudhvir Singh Jain, Mr. Kishan Gopal Baldwa, Ms. Rajni Mishra and Mr.
Nand Gopal Khaitan are the Independent Directors of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the declarations from each of the Independent Directors that
they, respectively, meet the criteria of independence prescribed under Section 149 read
with Schedule IV of the Act and rules made there under, as well as Regulations 16(1)(b)
and 25(8) of the SEBI (LODR) Regulations, 2015. Based on the declarations received, the
Board considered the independence of each of the Independent Directors in terms of above
provisions and is of the view that they fulfil the criteria of independence and are
independent from the management. In terms of Section 150 of the Companies Act, 2013 and
rules framed there under, the Independent Directors of the Company have registered
themselves with the Indian Institute of Corporate Affairs (IICA) and has confirmed to
comply with the requirements of Rule 6(4) of the Companies (Appointment and Qualification
of Directors) Rules, 2014 (as amended), within the prescribed timeline.
KEY MANAGERIAL PERSONNEL'S (KMP)
During the year under review, there has also been a change in the composition of the
Key Managerial Personnel. Mr. Shree Kumar Dujari had resigned from the office of the Chief
Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company w.e.f. 8th
November, 2022.
In terms of Section 203 of the Companies Act, 2013, following are the KMPs of the
Company as on 31st March, 2023: Mr. Brij Bhushan Agarwal - Vice Chairman and Managing
Director Mr. Sanjay Kumar Agarwal - Joint Managing Director Mr. Deepak Agarwal -
Whole-Time Director & Chief Financial Officer (Appointed as CFO on 5th May, 2023)
Mr. Dev Kumar Tiwari Whole-Time Director Mr. Birendra Kumar Jain Company
Secretary
PERFORMANCE EVALUATION
The Board of Directors understands the requirements of an Effective Board Evaluation
process and accordingly conducts the Performance Evaluation every year in respect of the
following:
Board of Directors as a whole
Committees of the Board of Directors
Individual Directors including the Chairman of the Board of Directors In
compliance with the requirements of the provisions of Section 178 of the Act, the Listing
Regulations and the Guidance Note on Board Evaluation issued by SEBI in January, 2017, a
performance evaluation was carried out internally for the Board, Committees of the Board,
Individual Directors including Chairman of the Board for the financial year ended March,
2023. During the year under review, the Company has complied with all the criterias of
evaluation as envisaged in the SEBI Circular on Guidance Note on Board Evaluation such as
preparation, participation, conduct and Effectiveness.
The key objectives of conducting the Board evaluation process were to ensure that the
Board and various committees of the Board have appropriate composition and they have been
functioning collectively to achieve common business goals of the Company. Similarly, the
key objectives of conducting performance evaluation of the Directors through individual
assessment and peer assessment were to ascertain if the directors actively participate in
the Board / committee meetings and contribute to achieve the common business goals of the
Company.
All the Directors carry out the aforesaid performance evaluation in a confidential
manner and provide their feedback on a rating scale of 1 to 5 in the specified formats.
The performance evaluation feedback of all the Directors including Chairman is discussed
by the Independent Directors in their separate meeting and forward their recommendation to
the Chairperson of the Nomination and Remuneration Committee (NRC). Thereafter, the NRC
forward the recommendation to the Board of Directors.
The outcome of such performance evaluation exercise was discussed during the year at a
separate meeting of the independent directors held on 14th February, 2023, and
subsequently by the Nomination and Remuneration Committee held on 5th May, 2023. The NRC
forwarded their recommendation based on such performance evaluation process to the Board
of Directors.
After completion of internal evaluation process, the Board at its meeting held on 5th
May, 2023 also discussed the performance evaluation of the Board, its committees and
individual directors. The performance evaluation of the Independent Directors of the
Company was done by the entire Board of Directors, excluding the Independent directors
being evaluated. The Board expressed its satisfaction with the evaluation process and the
results thereof.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The details of the training and familiarization program are provided in the Corporate
Governance Report. Further, at the time of the appointment of an independent director, the
Company issues a formal letter of appointment outlining his / her role, function, duties
and responsibilities. The format of the letter of appointment is available on our website,
at: https:// www.shyammetalics.com/wp-content/themes/shyam/assets/
investors/announcement/terms-and-conditions-ID.pdf
BOARD AND COMMITTEES OF THE BOARD
Board Meetings:
The Board of Directors met 4 (four) times during the period under review. The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013 and the SEBI (LODR) Regulations, 2015. For further details, please refer to the
Report on Corporate Governance, which forms a part of this Annual Report.
Committee Meetings:
Pursuant to the various requirements under the Act and the Listing Regulations and to
focus on specific areas and make informed decisions in line with the delegated authority,
the Board of Directors has constituted the following committees:
Audit Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Stakeholders Relationship Committee
Risk Management Committee
Executive Committee
Details of composition, terms of reference and number of meetings held for respective
Committees are given in the Report on Corporate Governance, which forms a part of this
Annual Report.
LISTING ON STOCK EXCHANGES
The Company's shares are listed on Bombay Stock Exchange (BSE) Limited and the National
Stock Exchange of India (NSE) Limited.
CODE OF CONDUCT
The Code of Conduct is based on the principle that business should be conducted in a
professional manner with honesty and integrity and thereby enhancing the reputation of the
company. The Code ensures lawful and ethical conduct in all Affairs and dealing of the
company.
The same can be accessed on the Company's website at weblink:
https://www.shyammetalics.com/wp-content/uploads/2021/08/
SMEL-Policy-DocfiCode-of-Conduct.pdf
SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating Effectively.
NOMINATION AND REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Act and Regulation 19 read with
Part D of Schedule II of the SEBI (LODR) Regulations, the policy on Nomination and
Remuneration of Directors, KMPs and Senior Management of your Company and the criteria for
determining qualifications, positive attributes and Independence of a director as
specified in the relevant provision is uploaded on the website of the Company and may be
accessed at: https://www.shyammetalics.com/wp-content/uploads/2021/08/
SMEL-Policy-Doc-Nomination-and-Remuneration.pdf
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, from time to time, a statement showing the names and other particulars of the top
ten employees and the employees drawing remuneration in excess of the limits set out in
the said rules and the disclosures relating to remuneration and other details required
under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-V
to this report.
STATUTORY AUDITORS AND AUDIT REPORTS
Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any,
of the Companies Act, 2013 and Rules made there under and based on the recommendation of
the Audit Committee and Board, M/s. S K Agarwal & Co., Chartered Accountants (ICAI
Firm Registration No. 306033E/E300272), had been re-appointed as the Statutory Auditors of
the company for a second term of five years from the conclusion of 20th AGM till the
conclusion of 25th Annual General Meeting of the Company on such remuneration as shall be
fixed by the Board of Directors from time to time in consultation with the Auditors.
The Auditors Report to the shareholders for the year under review does not contain any
qualification or adverse remarks. The Notes on Financial Statements referred to in the
Auditors' Report are self-explanatory and do not call for further comments.
INTERNAL AUDITORS
In terms of the provisions of section 138 of the Companies Act, 2013, M/s. KPMG
Assurance and Consulting Services LLP were appointed as the Internal Auditors for FY
2023-24. The Audit Committee in consultation with the Internal Auditors formulates the
scope, functioning, periodicity and methodology for conducting the Internal Audit. The
Audit Committee, interalia, reviews the Internal Audit Report.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company had appointed M/s. MKB & Associates, Company Secretaries, (FRN:
P2010WB042700) to conduct the Secretarial Audit of the Company for the financial year
2022-23. In terms of Regulation 24A of the SEBI (LODR) Regulations, 2015, FCS Mukesh
Chaturvedi, Practicing Company Secretary (COP No: 3390) was appointed as Secretarial
Auditors of Shyam Sel And Power Limited, a material unlisted subsidiary of the Company for
the financial year 2022-23.
The Secretarial Audit Reports issued by M/s. MKB & Associates, Company Secretaries,
for the Company and FCS Mukesh Chaturvedi, Practicing Company Secretary for Shyam Sel And
Power Limited, are annexed herewith as Annexure-II to the Report. The report of the
Secretarial Auditors is self-explanatory and it does not contain any qualification,
reservation, adverse remark or disclaimer.
The Board has re-appointed M/s. MKB & Associates, Company Secretaries, as the
Secretarial Auditor of the Company and FCS Mukesh Chaturvedi, Company Secretary for Shyam
Sel And Power Limited (material unlisted subsidiary) for the financial year 2023-24.
COST AUDITORS AND COST AUDIT REPORT
In terms of sub-section (1) of Section 148 of the Act read with Companies (Cost Records
and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain
the cost records. Accordingly, such accounts and records have been maintained by the
Company.
The Board of Directors, on recommendation of Audit Committee appointed M/s. Abhimanyu
Nayak & Associates (FRN: 101052), Cost Accountants, as the Cost Auditors of the
Company for auditing the cost records of the Company for the financial year 2023-24,
subject to ratification of remuneration by the Shareholders of the Company in the 21st AGM
of the Company. Accordingly, an appropriate resolution seeking ratification of the
remuneration of H45000/- plus applicable taxes and actual out of pocket expenses incurred
in connection with the cost audit for the financial year 2023-24 is included in the Notice
convening the 21st AGM of the Company.
The Report of Cost Auditors for the Financial Year ended March 31, 2023 is under
finalisation and will be filed with MCA within prescribed time.
REPORTING OF FRAUD
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
officers or employees to the Audit Committee under Section 143(12) of the Act, details of
which need to be mentioned in this Report.
RISK MANAGEMENT
The Company has in place a robust risk management framework which identifies and
evaluates business risks and opportunities. The Company recognizes that these risks need
to be managed and mitigated to protect the interest of the shareholders and stakeholders,
to achieve the business objectives and enable sustainable growth. The risk management
framework is aimed at Effectively mitigating the Company's various business and
operational risks, through strategic actions. Risk management is embedded in our critical
business activities, functions and processes. The risks are reviewed for the change in the
nature and extent of the major risks identified since the last assessment. It also
provides control measures for risk and future action plans.
HUMAN RESOURCES
The Company places significant emphasis on recruitment, training and development of
human resources, which assumes utmost significance in achievement of corporate objectives.
The Company integrates employee growth with organisational growth in a seamless manner
through empowerment and by offering a challenging workplace aimed towards realisation of
organisational goals. To this effect, your Company has a training center for knowledge
sharing and imparting need based training to its employees. The Company also does a
performance appraisal for its employees.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements and such internal financial controls are operating Effectively. Your
Company has adopted policies and procedures for ensuring the orderly and effcient conduct
of its business, including adherence to the Company's policies, safeguarding of its
assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records, and timely preparation of reliable financial disclosures.
CORPORATE SOCIAL RESPONSIBILITY
The Company strongly believes that sustainable community development is essential for
harmony between the community and the industry. The Company endeavours to make a positive
contribution especially to the underprivileged communities by supporting a wide range of
socio-economic, educational and health initiatives.
The Company's CSR policy provides guidelines to conduct CSR activities of the Company.
The Board of Directors of the Company oversees the implementation of CSR Policy of the
Company. In line with the provisions of the Act and on the recommendations of the CSR
Committee, the Board of Directors has approved the CSR Policy of the Company. Detailed CSR
Policy of the Company has been uploaded on the website of the Company at www.
shyammetalics.com.
The Annual Report on the CSR activities for the financial year 2022-23 is annexed
herewith as Annexure- III to this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material order(s) passed by the regulators/ courts
which would impact the going concern status of the Company and its future operations
during the year under review.
ANY APPLICATION/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 (31 of 2016) during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls (IFCs) and Compliance Systems
established and maintained by the Company, the work performed by the Internal, Statutory
and Secretarial Auditors including the audit of IFCs over financial reporting by the
Statutory Auditors and reviews performed by the management and the relevant Board
Committees, including the Audit Committee, The Board is of the opinion that the Company's
IFCs are adequate and Effective during F.Y 2022-23.
Accordingly, pursuant to Section 134 (5) of the Companies Act, 2013, the Board of
Directors, to the best of its knowledge and ability confirms that:
(a) in the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards have been followed and there are no material departures;
(b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of Affairs of your Company as at the end of the financial year and
of the profit of the Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
Effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating Effectively.
OTHER INFORMATION
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In compliance with Regulation 34(2)(f ) of the Listing Regulations read with the SEBI
Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015, your Company has prepared a BRSR
in the prescribed format for the financial year ended March 31, 2023 describing
initiatives undertaken from an environmental, social and governance perspective, which is
annexed to the Board's Report and marked as Annexure- VI.
The Policy on Business Responsibility and Sustainability Report (BRSR) has been
uploaded on the website of the Company at www.shyammetalics.com and is available at the
link https://www.
shyammetalics.com/wp-content/uploads/2022/07/Business-Responsibility-Policy.pdf
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As stipulated under SEBI (LODR) Regulations, 2015 a separate section titled
"Management Discussion and Analysis Report" (MDA), forms part of this Annual
Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars related to conservation of energy, technology absorption and foreign
exchange earnings and outgo as required to be disclosed under Section 134(3)(m) of the Act
read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-IV
to this Report.
ANNUAL RETURN
In accordance with the provisions of Sections 92 and 134(3) (a) of the Act read with
the Companies (Management and Administration) Rules, 2014, the Annual Return for the
financial year ended March 31, 2023 has been uploaded on the website of the Company on the
following link: https://www.shyammetalics. com/investors/annual-report-and-return/
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements as set out in Regulation 17 of the SEBI
(LODR) Regulations, 2015. The report on Corporate Governance, for the financial year ended
31st March, 2023, as stipulated in Regulation 34 read with Schedule V of the SEBI (LODR)
Regulations, 2015 forms an integral part of this Annual Report.
The certificate received from M/s. KPA & CO. LLP, Company Secretaries confirming
compliance with the conditions of Corporate Governance as stipulated in Regulation 34 read
with Schedule V of the SEBI (LODR) Regulations, 2015 is annexed to the Corporate
Governance Report.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has formed a Whistle Blower Policy / Vigil Mechanism policy as required
under Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR)
Regulations, 2015. A Vigil (Whistle Blower) mechanism provides a channel to the employees
and Directors to report to the management concerns about unethical behaviour, actual or
suspected fraud or violation of the Code 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. No personnel of the Company denied access to the Audit Committee. The
Whistle-blower Policy is available on our website, at www.shyammetalics.com.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company has adopted the policy against Sexual Harassment of Women at Workplace,
for the purpose of preventing, prohibiting and redressing sexual harassment of female
employees including permanent, temporary, on training and on contract basis at all the
workplace within the company, which are based on the fundamental principles of justice and
fair play.
Further, an Internal Complaints Committee (ICC) has been constituted at every location
where offices of the Company is situated which shall be responsible for redressal of
complaints related to sexual harassment.
The Company has adopted an Anti-sexual Harassment Policy at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made there under. The Company has put in place suitable
processes and mechanisms to ensure issues of sexual harassment, if any, are Effectively
addressed. During the year under review, there were no complaints of sexual harassment
received / reported.
MISCELLANEOUS
1. There were no instances where the Board of Directors have not accepted the
recommendations of audit committee.
2. No such transaction was reported where there is difierence between amount of the
valuation done at the time of one time settlement and the valuation done while taking loan
from the Banks or Financial Institutions.
ACKNOWLEDGEMENTS
Your Board expresses its deep sense of gratitude and would like to place on record deep
appreciation to our customers, business partners, vendors (both international and
domestic), bankers, financial institutions and associates for all the support rendered
during the year.
Your Board expresses their sincere appreciation for the continued co-operation and
support extended to the Company by the Central Government, the Government of West Bengal
and Odisha, Regularity Authorities, Stock Exchanges, Municipal Authorities and local
authorities in areas where we are operational and communities at large.
Your Board is deeply grateful to our investors and shareholders for the confidence and
faith that has been reposed in us.
The Board acknowledges, appreciates and values the unwavering efiorts by the employees,
workmen and stafis including the Management headed by the Executive Directors who have
worked together as a team and overall challenging environment. The Board also appreciates
the Independent Directors and the Non-Executive Directors of the Company for their
contribution by way of strategic guidance, sharing of knowledge, experience and wisdom,
which helps your Company to take the right decisions in achieving its business goals.
For and on behalf of the Board of Directors |
Sd/- |
Sd/- |
|
Brij Bhushan Agarwal |
Sanjay Kumar Agarwal |
Place: Kolkata |
Vice Chairman and Managing Director |
Joint Managing Director |
Date: 24th May ,2023 |
(DIN: 01125056) |
(DIN: 00232938) |