To,
The Members,
SAI SWAMI METALS AND ALLOYS LIMITED
Your directors take pleasure in presenting the 3 (Third) Annual Report along with the
Audited Financial Statements and Auditors'
Report for the year ended March 31, 2025.
1. FINANCIAL HIGHUGHTS
The following are the financial results of the Company for the year ended on March 31,
2025:
(Amount in Rs. In Lakh)
| Particulars |
Standalone 2024-25 |
standalone 2023-24 _ |
Consolidated 2024-25 |
Consolidated 2023-24 |
| Revenue from Operations |
3768.93 |
1631.69 |
6515.61 |
4073.08 |
| Other Income |
0.87 |
- |
0.96 |
- |
| Less: Expenses |
(3465.34) |
(1490.02) |
601163 |
3784.36 |
| Profit/(Loss) Before Tax |
304.47 |
141.67 |
504.94 |
288.72 |
| Less: Tax Expenses |
84.04 |
36.42 |
133.51 |
72.38 |
| - Current Tax |
80.82 |
36.83 |
133.50 |
73.85 |
| - Deferred Tax |
322 |
(0.41) |
0.01 |
(1.47) |
| Profit/(Loss) for the year |
22043 |
105.25 |
371.43 |
21634 |
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:
The Key highlights pertaining to the business operations of the Company for the year
2024-25 have been given hereunder: For Standalone (Amount in Lakhs):
. The total revenue from operation of the Company during the financial year 2024-25 is
Rs. 3769.80.
* Thetotal expenses of the Company during the financial year 2024-25 is Rs. 3465.34.
c TheCompany has earned net profit of Rs. 220.43. For Consolidated (Amount in Lakhs):
c The total revenue from operation of the Company during the financial year 2024-25 is
Rs. 6516.57 (in lakhs) against the previous year's revenue of Rs. 4073.08 (in lakhs).
c The total expenses of the Company during the financial year 2024-25 is Rs. 6011.63
(in lakhs) against the previous year's expenses of Rs 3784.36 (in lakhs).
c TheCompany has earned net profit of Rs. 371.43 (in lakhs) against the previous year's
Profit of Rs. 216.34 (in lakhs). Your directors are optimistic about the Company's
business and hopeful of better performance with increased revenue and profitin the coming
year.
3. DIVIDEND:
With a view to meeting future requirements of projects and to strengthening the
financial position of the Company, your directors have decided not to recommend any
dividend for the period under review. The Board of Directors of the Company has
approvedthe dividend distribution policy in line with Regulation 43A of the Listing
Regulations. The Policy broadly specifies the external and internal factors including
financial parameters that shall be considered while declaring dividend and the
circumstances under which the shareholders of the Company may or may not expect dividend
and how the retained earnings shall be utilized, etc.
4. RESERVES:
The Company does not propose to transfer any amount to General Reserves.
5. CHANGE IN NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the year under
review.
6. DEMATERIALISATION OF EQUITY SHARES:
All the Equity Shares of the Company are in dematerialized form with either of the
depositories viz. NSDL/CDSL. The ISIN No.
allotted is INEOQXT01018.
7. DEPOSITES:
During the year under review, the Company has neither accepted nor renewed any deposits
falling within the purview of Section 73 of the Companies Act, 2013 (“the Act”)
read with the Companies (Acceptance of Deposits) Rules, 2014 as amended fromtime to time,
and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules,
2014 relating to deposits, covered under Chapter V of the Act is not required to be given.
8. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:
The Company holds Bhagat Marketing Private Limited as wholly owned subsidiary company,
and Dhruvish Metal Industries LLP as wholly owned subsidiary. Hence, declaration
regarding the same is attached hereby in Annexure 1.
9. SHARE CAPITAL:
During the year under review, The Authorized Share Capital of the Company is increased
from existing Rs. 7,50,00,000/- (Rupees Seven Crore Fifty Lakh Only) divided into
75,00,000 (Seventy-Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs.
14,00,00,000/- (Rupees Fourteen Crore Only) divided into 1,40,00,000 (One Crore Forty
Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) Equity Shares of Rs. 10/- (Rupees Ten) each.
The Company had issued 66,40,000 (Sixty-Six Lakh Forty Thousand) Fully Convertible
Equity Warrants at an issue price Rs. 55.50/ each on a preferential basis pursuant
to the approval of the shareholders obtained through the Extraordinary General Meeting
held on February 01, 2025. Against the said warrants, the Company has allotted: e
26,550,000 (Twenty-Six Lakh Fifty Thousand) Equity Shares on April 05, 2025; e 27,90,000
(Twenty-Seven Lakh Ninety Thousand) Equity Shares on April 23, 2025; and o 4,75,000 (Four
Lakh Seventy-Five Thousand) Equity Shares on April 25, 2025, pursuant to the resolutions
passed by the Board of Directors in their respective meetings. Accordingly, the paid-up
share capital of the Company stands increased from 6,61,77,100/- (Rupees Six Crore
Sixty-One Lakh Seventy-Seven Thousand One Hundred Only) divided into 66,17,710
(Sixty-Six Lakh Seventeen Thousand Seven Hundred and Ten) equity shares of X10/- (Rupees
Ten) each to X12,53,27,100/- (Rupees Twelve Crore Fifty-Three Lakh Seventy-Seven Thousand
One Hundred Only) divided into 1,25,32,710 (One Crore Twenty-Five Lakh Thirty-Two
Thousand Seven Hundred and Ten) equity shares of 310/ (Rupees Ten) each.
10. "MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:
The Company has received Listing and Trading Approval for 59,15,000 (Fifty-Nine Lakh
Fifteen Thousand) Equity Shares of face value X10/- (RupeesTen Only) each, issued at a
premium of %45.50/- (Rupees Forty-Five and Paise Fifty Only) per share, pursuant to the
conversion of Fully Convertible Equity Warrants. The said approvals were received on June
11, 2025, and July 22, 2025, respectively.
11. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:
Management Discussion & Analysis report for the year under review as stipulated
under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-3
forming part of this Report.
12. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company
has placed a copy of the Annual Return as of March 31, 2025, on its website
https://www.saiswamimetals.com/indexhtml.
13. PARTICULARS OF EMPLOYEES:
Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 read with the Companies Act, 2013, it is hereby informed
that none of the employees of the Company was in receipt of remuneration of Rs 2.5 lakh
per month (avg.) or Rs. 29.94 Lakhs per annum on the standalone basis and remuneration of
Rs 3.6 lakh per month (avg.) or Rs. 44.03 Lakhs per annum on the consolidated basis.
14. STATUTORY AUDITORS:
M/s. Abhishek Kumar & Associates, Chartered Accountants (Firm Registration No.
130052W), Ahmedabad, have tendered their resignation from the office of Statutory Auditors
of the Company with effect from December 30, 2024. Consequently, M/s. Patel Jain &
Associates, Chartered Accountants (Firm Registration No. 129797W), were appointed as the
Statutory Auditors of the Company to fill the casual vacancy caused by the said
resignation, at the Extraordinary General Meeting held on February 01,
2025.
It is now proposed to appoint M/s. Patel Jai & Associates, Chartered Accountants
(FRN: 129797W), as the Statutory Auditors of the Company for a term of five consecutive
financial years, from the conclusion of this 3? Annual General Meeting until the
conclusion of the 7 Annual General Meeting (FY 2028-29). The proposed Statutory Auditors
have confirmed that they meet the eligibility criteria and are independent as required
under the provisions of the Companies Act, 2013, and the rules made thereunder, as well as
other applicable laws, guidelines, and regulations.
15. AUDITOR'S REPORT AND BOARD'S COMMENTS THEREON:
The Statutory Auditors of the Company have submitted the Audit Report for the financial
year 2024-25. The Auditor's report does not contain any qualification, reservation
and adverse remarks. The notes on financial statement referred to in the Auditor's report
are self-explanatory and do not call for any comments.
16. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of the financial statements, the Company has followed the Accounting
Standards referred to in Section 133 of the Companies Act, 2013 except as qualified by the
Auditor in its Report. The significant accounting policies which are consistently applied
are set outin the Notesto the Financial Statements.
17. CORPORATE GOVERNANCE
As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 relating to Corporate Governance
Disclosure is not applicable to the Company listed on the SME platform. Hence, the Company
is not required to make disclosures in the Corporate Governance Report.
18. CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 of the Companies Act, 2013, constitution of
Corporate Social Responsibility (CSR) Committee and matters relating to it is not
applicable to Company. Hence, there is no information regarding the same.
19. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The details of Board of Directors and Key Managerial Personnel and changes of the
Company therein, for the Financial Year 2024-25 and as on date of this Report are as
follows:
| S.N. |
Name of Directors and Key Managerial Personnel |
Category and Designation |
::::lmem |
c:::i::‘ |
| 1 |
Nipun Anantlal Bhagat |
Managing Director |
23/09/2022 |
- |
| 2 |
Kashmira Dhirajbhai Mehta |
CFO & Whole-time director |
__[23/09/2022 |
- |
| 3 |
Nilesh Pravinkumar Kapadia |
Director |
2/04/2023 |
27/12/2024 |
| 4 |
Devang Kishor Buddhdev |
Director |
3/05/2023 |
27/12/2024 |
| 5 |
Vidhi Dilipkumar Mehta |
Company Secretary |
[21/06/2023 |
- |
| 6 |
Himansu Bhanubhai Chalishazar |
Director |
5/06/2023 |
[27/12/2024 |
| 7 |
Rupesh Kumar Mittal |
[Additional Director |
4/01/2025 |
01/08/2025 |
| s |
Twinkle Bipinchandra Gajjar |
dditional Director |
R7/12/2024 |
[20/03/2025 |
| 9 |
Kriya Dipakbhai Shah |
[Additional Director |
[7/12/2024 |
- |
| 10 |
Vaibhavi chamanbhai Patel |
Additional Director |
R7/12/2024 |
- |
| 11 |
Sakshi Dwivedi |
Additional Director |
[20/03/2025 |
- |
During the Year under review, Mr. Nilesh Pravinkumar Kapadia (DIN: 10128053), Mr.
Devang Kishor Buddhdev (DIN:10145848), Mr. Himansu Bhanubhai Chalishazar (DIN: 00527586),
Ms. Twinkle Bipinchandra Gajjar (DIN: 10886216) and Mr. Rupesh Kumar Mittal (DIN:
01036455) have tendered their resignation.
Also in this forthcoming AGM, Proposal is made to regularizethe appointment of Ms.
Kriya Dipakbhai Shah (DIN: 10714962),
Ms. Vaibhavi Chamanbhai Patel (DIN: 10886214) and Ms. Sakshi Dwivedi (DIN: 11002230)
from Additional Directors to
Directors of the Company.
Also, inaccordance with the provisions of the Companies Act, 2013 and the Article of
Associations of the Company, Mr. Nipun Anantlal Bhagat (DIN: 00065495), who retires by
rotation at the ensuing Annual General Meeting and being eligible, offers himself for
re-appointment. The Board recommended his re-appointment. A brief profile of the Directors
who are being re-appointed as required under Regulations 36(3) of Listing Regulations,
2015 and Secretarial Standard on General Meetings is provided in the notice for the
forthcoming AGM of the Company. As per the requirement of section 134(3)(d) of the
Companies Act, 2013, the Company states that it has received the Declarations from all the
Independent Directors under Section 149(6) of the Companies Act, 2013.
20. APPOINTMENT OF COMPANY SECRETARY
The Board of Directors duly complied with the Regulation 6 of the SEBI (Listing
Obligations and Disclosures Requirements) Regulation, 2015, in order to appoint Vidhi
Dilipkumar Mehta, Company Secretary, as a Whole Time Company Secretary and Compliance
Officer of the company to meet up with the grievance of the company and investors thereto.
21. MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors duly met 11 times during the financial year under review.
The intervening gap between two board meetings was within the period prescribed under
the Companies Act, 2013 and the Secretarial Standard- and MCA Circulars. The prescribed
quorum was presented for all the Meetings.
22, DISCLOSURE RELATING TO REMUNERATION:
The provisions of section 197(12) of the Act read with rule 5(2) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 do apply for the FY
2024-25 as the company was listed on May 08, 2024. Accordingly, details with respect to
remuneration of employees are applicable which are as under:
1&2. The ratio of the remuneration of each director to the median remuneration of
the employees of the company for the financial year; and the percentage increase in
remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the financial year 2024-25 is as under:
;'D |
Name of Director, KMP & Designation |
% increase/decrease in Remuneration in the Financial Year 2024-25 |
Ratio of remuneration of each Director/ to median remuneration of
employees |
:AML‘::";" OF |
| 1 |
BHAVESH SHAH |
Nil |
|
5,00,000/- |
| 2 |
VIDHISHAH |
il |
|
4,20,000/- |
| 3 |
SHANTILAL |
Nil |
|
2,71515/- |
| 4 |
CHIRAG GAWARE |
Nil |
|
2,00,000/- |
| 5 |
RAJESHBHAI |
Nil |
|
1,56,670/- |
| 6 |
VASHU |
Nil |
|
1,22,545/- |
| 7 |
MORE KAMLESHBHAI GANPATBHAI |
Nil |
|
1,05345/- |
| 8 |
JAGANNATHJENA |
Nil |
|
85,050/~ |
| 9 |
APARTIK PRADHAN |
Nil |
|
84,250/~ |
| 10 |
DESHRAJ BHATI |
Nil |
|
82,150/ |
3. The median remuneration of employees of the Company during the financial year
2024-25 was Rs. 83,200/-.
4. Number of Permanent Employees on the rolls of Company as on 31st March, 2025 : 18
5. It is hereby affirmed that the remuneration paid is as per the Nomination &
Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
6. The information as per Rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is as follows:
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is provided in above.
23. COMMITTEES OF THE BOARD
In terms of Companies Act, 2013, our Company has already constituted the following
Committees of the Board: 1) Audit Committee. 2) Nomination and Remuneration Committee. 3)
Stakeholders Relationship Committee;
Constitute of Committees are asunder:
a. Audit Committee: Constitution:
| Name |
Designationinthe |
Nature of Directorship |
|
Committee |
|
| Ms. Kriya Dipakbhai Shah |
Chairperson |
Non-Executive and Independent Director |
| Ms. Sakshi Dwivedi |
Member |
Non-Executive and Independent Director |
| Mr. Nipun Anantlal Bhagat |
Member |
Executive and Non-Independent Director |
The term of reference:
Recommendation for appointment, remuneration and terms of appointment of auditors of
the company. Review and monitor the auditor's independence and performance, and
effectiveness of audit process.
Examination of the financial statement and auditor's report thereon.
iv. Approval or any subsequent modification of transactions of the company with related
parties. V. Scrutiny of inter-corporate loans and investments. vi. Valuation of
undertakings or assets of the company, wherever itis necessary. vii. Evaluation of
internal financial controls and risk management systems. viii. Monitoring the end use of
funds raised through public offers and related matters. ix. The Audit Committee may call
for the commentsof the auditors about intemal control system, the scope of audit,
including the observations of the auditors and review of the financial statement before
their submission to the Board and may also discuss any related issue with the internal and
statutory auditors and the management of the company. X, The Audit Committee shall have
authority to investigate into any matter in relation to the items specified above in (i)
to (iv) or referredto it by the Board and for this purpose shall gave power to obtain
professional advice from external sources and have full access to information contained
the records of the company. xi. The auditors of a company and the key managerial personnel
shall have a right to be heard in the meetings of the Audit Committee when it considersthe
auditor's report but shall not have the right to vote. xii. The Board's report under
sub-section (3) of section 134 shall disclose the composition of Audit Committee and where
the Board had not accepted any recommendation of the Audit Committee, the same shall be
disclosed in such report along with the reasons thereof. xiii. The victims/persons who use
vigil mechanism can direct access to the chairperson of the Audit Committee in appropriate
or exceptional cases.
b. Nomination and Remuneration Committee: Constitution:
| Name |
Designationinthe |
Nature of Directorship |
|
Committee |
|
| Ms. Kriya Dipakbhai Shah |
Chairperson |
Non-Executive and Independent Director |
| Ms. Sakshi Dwivedi |
Member |
Non-Executive and Independent Director |
| Ms. Vaibhavi Chamanbhai Patel |
Member |
Non-Executive and Independent Director |
The term of reference:
i Toidentify persons who are qualified to become Directors and who may be appointed in
senior management in accordance with the criteria laid down, recommend to the Board their
appointment and removal and shall carry out evaluation of every Director's performance.
ii. Toformulatethe criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy relating to the
remuneration for the Directors, Key Managerial Personnel and other employees. iii.
The Nomination and Remuneration Committee shall, while formulating the policy ensure that:
1. The level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors of the quality required to run the Company successfully.
2. Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
3. Remuneration to Directors, Key Managerial Personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals: iv. Regularly review
the Human Resource function of the Company. V. Discharge such other function(s) or
exercise such power(s) as may be delegated to the Committee by the Board from time to
time. Vi. Make reports to the Board as appropriate. Vil Review and reassess the adequacy
of his charter periodically and recommend any proposed changes to the Board for approval
from time to time. vii. Any other work and policy related and incidental to the objectives
of the committee as per provisions of the Act and rules made thereunder. c. Stakeholders
Relationship Committee:
|
Designationinthe |
Nature of Directorship |
|
Committee |
|
| Ms. Kriya Dipakbhai Shah |
Chairperson |
Non-Executive and Independent Director |
| Ms. Sakshi Dwivedi |
Member |
Non-Executive and Independent Director |
| Ms. Kashmira Dhirajbhai Mehta |
Member |
Executive and Non-Independent Director |
24. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. S5-1 and $5-2, relating
to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively,
have been duly followed by the Company.
25. COST AND SECRETARIAL AUDIT APPLICABILITY
COST AuDIT
Maintenance of cost records under sub-section (1) of section 148 of the Companies Act,
2013 are not applicable to the
Company.
INTERNAL AUDIT:
The Company was required to appoint Internal Auditor as per section 138(1) of Companies
Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014 and the same is duly complied by
the Company.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the CompaniesAct, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. SCS and Co. LLP, to conduct Secretarial Audit of the Company for the FY
2024-25. The Report of the Secretarial Audit in Form MR-3 for the financial year ended
March 31, 2025, is enclosed to this Report as
Annexure -4. There are no qualifications, reservations or adverse remarks made by the
Secretarial Auditor.
26. GENERAL:
During the year; i)The Company does not have any ESOP scheme for its employees /
Directors; ii)The Company has not bought back any of its securities; iii)The
Company has not issued any Sweat Equity Shares;
27. FORMAL ANNUAL EVALUATION
Pursuant to the provision of the Companies Act, 2013 and Rules made thereunder, the
Board has carried the evaluation its own performance, performance of individual directors,
Board Committees, including the Chairman of the Board on the basis of attendance,
contribution and various criteria as recommended by the Nomination and Remuneration
Committee of the Company. The evaluation of the working of the Board, its committees,
experience and expertise, performance of specific duties and obligation etc. was carried
out. The Directors expressed their satisfaction with the evaluation process and outcome.
28. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company i well equipped with adequate internal financial controls. The Company has
a continuous monitoring mechanism which enables the organization to maintain the same
standards of the control systems and help them in managing defaults, if any, on timely
basis because of strong reporting mechanisms followed by the Company.
29. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:
a. I the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating
to material departures. 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 as at March 31,2025
and of the profit of the Company for that year; C. 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. d. The Directors have prepared the
annual accounts on a ‘going concern' basis; and
. The Directors have laid down internal financial controlsto be followed by the Company
and that such internal financial controls are adequate and operate effectively.
. Thedirectors had devised proper systemsto ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT
There were no loans, guarantees or investments made by your Company under the
provisions of Section 186 of the Companies Act, 2013 during the period under review.
However, the details related to Loan/Guarantee or investment for earlier period is given
in the note of Financial Statements. 31. RELATED PARTY TRANSACTION
Related party transactionsthat are entered during the financial year were in the
ordinary course of Business and on an arm's
length basis. The Company had entered into any contract/arrangement/transactions with
related parties which could be
considered material. Hence, the Company is required to attach Form AOC-2 pursuantto
section 134 (3) (h) of the Companies act, 2013 read with rule 8(2) of the Companies
(Accounts) Rules, 2014 as Annexure -2.
32. INSURANCE
All the properties and insurable interests of the Company to the extent required
adequately insured.
33. DISCLOSURE UNDER SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESAL) ACT, 2013
There was no case filed during the year under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted
the Interal Complaints Committee. Further, the Company ensures that there is a healthy and
safe atmospherefor every women employee at the workplace and made the necessary policies
for safe and secure environment for women employee.
34. RISKS MANAGEMENT POLICY
The Company has a Risk Management Policy, which periodically assesses the threats and
opportunities that will impact the objectives set for the Company as a whole. The Policy
is designed to provide the categorization of risk into threat and its cause, impact,
treatment and control measures. As part of the Risk Management Policy, the relevant
parameters for protection of
the environment, safety of operations and health of people at work are monitored
regularly. Your Company has a Risk Management Policy in place and is available on the
Company's website at https://www.saiswamimetals.com/index.html. 35. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe
operations. The Company's Policy requires conduct of operations in such a manner, so as to
ensure safety of all concerned, compliances of environmental regulations and preservation
of natural resources.
36. VIGIL MACHANISM/ WHISTLEBLOWER
The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides
for direct access to the Chairman of the Audit Committee. It is affirmed that no
personnel of the Company have been denied access to the Audit Committee. Your Company has
a Vigil Mechanism Policy in place and is available on the Company's website at
https://www.saiswamimetals.com/index.html. 37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS
There has been no significant and material order passed by any Regulators or Courts or
Tribunals, impacting the going concern status of the Company and its future operations.
38. DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
& OUTGO
The information on conversation of energy, technology absorption and foreign exchange
earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014 during the year are as stated below: (A) Conservation
of energy SN
(B) Technology absorption SN (C) Foreign Exchange Earnings & outgo: -
Particulars |
For Financial year Ended March, 2025 |
For year March, |
Financial Ended 2024 |
| Foreign Exchange Eamings |
NIL |
NIL |
|
| Foreign Exchange Outgo |
NIL |
NIL |
|
3. GENERALSHAREHOLDER'S INFORMATION Extra Ordinary General Meeting:
There was one Extra Ordinary General Meeting held on February 01, 2025, during the year
under consideration. Annual General Meeting:
3? Annual General Meeting of the Members of the Company will be held through Video
Conferencing (“VC”) / Other Audio Visual Means (OAVM) on Friday, 19% September,
2025 at 3.00 PM IST. Listing on Stock Exchange: The Company's shares are listed on Bombay
Stock Exchange of India on BSE Emerge platform w.e.f May 08, 2024. Address: Phiroze
Jeejeebhoy Towers, Dalal Street, Mumbai- 400001. BSE Scrip code: 544170 Registrar and
Transfer Agent (RTA):
Share transfer and all other Investor's / Shareholder's related activities are attended
and processed by our Registrar and Transfer Agent. For lodgment of transfer deeds and any
other documents, investors may contact Bigshare Services Pvt. Ltd, Office No S6-
2, 6th floor, Pinnacle Business Park, next to Ahura Centre, Mahakali Caves Road,
Andheri (East) Mumbai-400093, India Email id: info@bigshareonline.com. However,
shareholders holding shares in the electronic mode should address all correspondence to
their respective Depository Participants.
40. CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there was no change in the nature of business of the
Company.
41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
During the year under report, no application was made against the Company nor any
proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.
42. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE
9 OF THE COMPANIES
ACT 2013.
In accordance with Rule 9 of the Appointment of Designated Person (Management and
Administration) Rules 2014, it is essential for the company to designate a responsible
individual for ensuring compliance with statutory obligations. The company has proposed
and appointed a Designated person in a Board meeting and the same has been reported in
Annual Return of the company.
43. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE
COMPANIES ACT 2013.
The Company has used accounting software for maintaining its books of accounts for the
financial year ended March 31, 2025 which has a feature of recording audit trail (edit
log) facility and the same has operated throughout the year for all relevant transactions
recorded in the softwares.
44. FRAUD'S REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT U/S 143(12)
There were no frauds reported by the auditors under section 143(12) of CompaniesAct,
2013 during their course of audit for the
financial year 2024-2025. 45. ACKNOWLEDGEMENT
Your directorstake this opportunityto place on record the appreciation of the valuable
contribution and dedication shown by the employees of the Company, RTA, Auditors and
Practicing Company Secretary which have contributed to the successful management of
the Company's affairs. The Directors also take this opportunity to thank all the
Stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and
Stock Exchangefor their continued support.
FOR SAI SWAMI METALS AND ALLOYS LIMITED
|
sd/- |
sd/- |
|
NIPUN ANANTLAL BHAGAT |
KASHMIRA DHIRAJBHAI MEHTA |
| Date: 28.08.2025 |
Chairman cum Managing Director |
Whole-time Director |
| Place: Ahmedabad |
DIN: 00065495 |
DIN: 00522086 |
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