Dear Shareholders,
The Board of Directors take pleasure in presenting the 50th Annual
Report on business and operations of the Company for the financial year ended 31st March
2023. Your Company has completed 50 years of its successful journey this year.
Results of Operations |
|
( Rs. in crore) |
|
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from operations |
3,020 |
2,642 |
4,212 |
3,914 |
Exports |
214 |
122 |
987 |
1,002 |
Other Income |
87 |
75 |
49 |
50 |
EBIDTA |
929 |
953 |
1,109 |
1,406 |
Depreciation |
66 |
54 |
178 |
143 |
Finance cost |
16 |
22 |
124 |
147 |
Profit before tax |
847 |
877 |
807 |
1,116 |
Exceptional Item |
- |
- |
- |
8 |
Provision for tax |
209 |
217 |
202 |
300 |
Net Profit |
638 |
660 |
605 |
808 |
Review of Performance
During the year, all the plants of the Company except sponge iron plant
namely pellet, Steel Billet, wire rod, HB wire, power and ferro alloys plant -
achieved record production. Continuous modernization of plants and team spirit helped in
achieving record operational performance. Sponge iron production was lower than previous
year because of use of captive coal on commercial consideration. During the year, major
improvements in the plants included commissioning of 4 producer gas plant in pellet plant
which helped in increasing the average daily production and campaign life. The Company
also caried our modification in sponge iron plant as a result of which WHRB steam
generation has increased from 88 TPH to 103 TPH resulting in availability of additional
power. Better production/maintenance plan, focus on cost reduction and value-added product
also contributed to improved performance. The performance includes effect of the 1st full
year operations of the coal mine of the Company at Raigarh and 113 MW Hydropower Project
in Sikkim. Improved performance, full year operation of coal mine and better market
conditions for coal helped in achieving record turnover and better profitability.
Successful bid for acquisition of SKS Power Generation (Chhattisgarh)
Limited
Your Company has been declared as successful Resolution Applicant for
acquisition of SKS Power Generation (Chhattisgarh) Limited which is having 600 MW Thermal
power plant near to our coal mine. National Company Law Tribunal has heard the petition
for approval of the Resolution plan and has reserved for order. Your directors believe
that this acquisition will help the Company in achieving newer heights in the years to
come.
There are no material changes and commitments affecting the financial
position of the Company since close of the financial year. Further details on the
performance of the Company and on the Company's operations and financials are
provided in the Management Discussion and Analysis and other sections, as annexed to this
report. There was no change in the nature of the business of the Company during the year.
Change in Capital Structure / Buyback of shares
During 2022-23, the Company has bought back 811108 equity shares @
Rs.1,500/- per share resulting in an outflow of Rs. 121.67 crore in addition to expenses
related to buyback and tax of Rs.28.20 crore thereon. Post buy- back, the paid-up capital
of the Company is reduced to Rs.35.24 crore divided into 3,52,38,127 equity shares of
Rs.10/- each. Post buyback, the holding of promoter/promoters group has increased from
72.50% to 72.64%. The members have also approved split of equity shares of face value of
Rs.10 (Ten) each to face value of Rs.1 (one) for which record date of 4th August 2023 is
fixed.
Dividend
To commemorate the 50th anniversary of the Company, the Board in its
meeting held on 27th May 2023, has recommended a highest ever dividend of 150% (75% normal
dividend and 75% Special dividend). The said dividend has been proposed to be paid post
split of shares. The dividend recommended is subject to deduction of tax at applicable
rate in applicable cases. The dividend payout shall result in cash outflow of Rs. 52.86
crore. Last year the Company had paid dividend @ 75%. Pursuant to 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 the
Company has adopted a Dividend Distribution Policy (Policy') which aims to
maintain a balance between profit retention and a fair, sustainable and consistent
distribution of profit among its Members. The Dividend Distribution Policy is available at
https://seml.co.in/Corporate%20Governance/SEML%20-%20Dividend%20Distribution%20Policy.pdf
Further, during the year, the Company has transferred the unpaid dividend amount of
Rs.9.01 lakh in respect of the F.Y. 2014-15 to the Investor Education and Protection Fund.
During the current year 2023-24, the Company has further transferred unpaid dividend of
Rs.7.52 lakh in respect of F.Y. 2015-16 to the Investor Education and Protection Fund.
During the year 2022-23, the interim dividend for F.Y. 2021-22 on equity shares which have
been transferred to IEPF has also been remitted to IEPF.
Transfer to Reserves
The Board of Directors has decided to retain the entire amount of
profit for Financial Year 2022-23 in the statement of profit and loss. Accordingly, no
amount has been transferred to reserves.
Subsidiaries / Controlled Entities / Joint Ventures
During the year under review the Company has diluted its holding in
Natural Resources Energy Private Limited and has converted it into a Subsidiary Joint
Venture with 51% holding to jointly bid for iron ore and other mines. During the year,
there was slight increase in investments in Chhattisgarh Hydro Power LLP and Shriram
Electricity LLP. A brief on the performance/business operations of subsidiaries/controlled
entities/joint ventures consolidated with the Company is given hereunder.
Subsidiaries
Sarda Energy & Minerals Hongkong Limited, Hongkong (SEMHKL),is
a wholly owned subsidiary, functioning as global investment and trading arm of the
Company. During the year under review, the subsidiary reported a net profit of Rs.1.10
crore as against profit of Rs. 4.87 crore in the previous year.
Sarda Global Venture Pte. Limited, Singapore (SGV), a wholly owned
subsidiary, is having JV with PT Unggul Jaya Indonesia, an Indorama group company, for
coal mining in Indonesia under the name P.T. Tigadaya Minergy (PT TDM). During the year
under review, the mining company in Indonesia has acquired 165 hectare land and is in the
process of transferring land in the name of PT TDM. The coal extraction is expected from
July-2023.
The subsidiary reported a net loss of Rs. 10.56 crore as against net
loss of Rs.11.87 crore in the previous year. The loss consists mainly of impairment loss
of investment in coal Mines Rs.5.35 crore and share of loss in associates Rs.5.13 crore. Sarda
Global Trading DMCC, Dubai (SGT), a wholly owned subsidiary, has been incorporated in
2018 with the object of trading in metal ores, scrap and coal. During the year the
subsidiary reported a net loss of Rs.1.43 crore as against net loss of Rs.8.75 crore in
the previous year. The loss consists of mainly Mark to Market losses on investments.
Sarda Metals & Alloys Limited (SMAL), a wholly owned subsidiary is
operating 2 x 33 MVA and 1 x 36 MVA Ferro Alloys Furnaces backed by 80 MW captive thermal
power plant. The Company is a leading manufacturer and exporter of Ferro Alloys enjoying
Three Star Export House Status. During the year, the company had successfully completed
the installation of 3rd Furnace of 36 MVA under the expansion project at its existing
facility at Vizianagaram. The plant has started production
w.e.f. 22nd December, 2022. During the year, power generation was
452.71 MUs as compared to 462.50 MUs in the previous year. The ferro alloys production
stood at 79,185 MTs as against 85,705 MTs in the previous year. Power generation and ferro
alloys production both were down due to shutdown of power plant for major overhauling of
power plant after 9 years of its commissioning. Shutdown, falling prices of ferro alloys,
high coal prices and inventory losses affected financial performance badly. As a fallout
of above the company reported a net loss of Rs.19.13 crore as against Net Profit of
Rs.146.97 crore in previous year.
During the FY 2022-23, the company exported 76,242 MTs (including
trading export of 3,476 MTs) ferro alloys valued Rs.772.19 crore (including trading export
of Rs.51.16 Crore) against 80,896 MTs (including trading export of 3,118 MTs) in the
previous year valued Rs.880.59 crore (including trading export of Rs.43.95 Crore). With
the operationalization of Furnace 3, the power plant is being run at near full capacity
which has enabled the company to utilize its idle power capacity and optimize the overall
cost. Sarda Energy Limited (SEL), a wholly owned subsidiary earned a net profit of Rs.5.43
crore as against net profit of Rs.7.69 crore in the previous year. The profit was mainly
from share of profit from investment in Chhattisgarh Hydro Power LLP (Wholly owned
subsidiary). Kalyani Coal Mining Private Limited (KCMPL), a wholly owned subsidiary has
been incorporated in current year 2023-24 as a Special Purpose Vehicle for carrying out
the Re-opening, Salvaging, Rehabilitation, Development and Operation of Kalyani
Underground Mines, in the state of Chhattisgarh. Your Company was declared successful
bidder for operation of the coal mine on revenue sharing basis. 4.5% of the revenue net of
taxes shall be retained by South Eastern Coal Fields Limited. The company is yet to start
its activities. Natural Resources Energy Private Limited (NREPL) has been converted into
Subsidiary Joint Venture during the year with company holding 51% stake. The company has
not carried out any business during the year under review. In the current year 2023-24,
the company has been declared as the preferred bidder by Directorate of Geology and
Mining, Government of Maharashtra for Surjagad 1 Iron Ore Block in the state of
Maharashtra in the recent auction held for commercial iron ore blocks with 126.35% revenue
share. The company is taking / shall take steps as per the instructions received / to be
received from the Directorate of Geology and Mining, Government of Maharashtra.
Chhattisgarh Hydro Power LLP (CHPLLP) is operating 24 MW Gullu
Small Hydro Electric Project (SHP) and 24.9 MW Rehar SHP is under construction which is
expected to be completed before end of next financial year. CHPLLP is committed to utilize
the natural flow of rivers in the north eastern part of Chhattisgarh to develop
eco-friendly- hydro power projects which will supply renewable energy to the grid and
significantly contribute to the socio-economic development of this remote region. Other
two projects are under different stage of clearances.
During the FY 2022-23, due to poor rainfall in the catchment area the
Gullu SHP has generated and supplied 79 MU units (PY 105 MU units) and has earned post tax
profit of Rs.24.74 crore (PY Rs.33.43 crore).
Your Company has 100% stake in the LLP (72% directly and 28% through
its wholly owned subsidiary Sarda Energy Limited).
Parvatiya Power Limited (PPL) is operating 4.8 MW Loharkhet
Hydro Power project in Bageshwar district of Uttarakhand. It is planned to increase the
capacity of the plant from 4.8 MW to 7.00 MW. The Government of Uttarakhand has granted
permission for capacity enhancement of the Plant during the year under review. Process of
other approvals is going on.
The Company has supplied 22.12 MU power in the FY 2022-23 (Previous
Year 25.66 MU) to the state grid. During the year 2022-23, the Company has earned post tax
profit of Rs.2.92 crore (Previous Year Rs.3.89 crore). The plant has generated employment
opportunities and promoted tourism in the remote area.
Your Company continues to hold 51% stake in PPL.
Madhya Bharat Power Corporation Limited (MBPCL) is successfully
operating 113 MW Rongnichu HEP in Sikkim since last two years. The company has firm
selling arrangement for sale of power under 35 years long term PPA with the Chhattisgarh
DISCOM. The company enjoys A+/Stable rating from India Ratings & Research and
A-/Stable from CARE Ratings. The company has billed 393.22 MU (PY 286.04 MU) of power in
the F.Y 2022-23 and reported Rs.251.76 crore (PY Rs. 194.18 crore) as revenue from
operations. Based on provisional tari Rs., it has earned post tax profit of Rs. 4.49
crore. The determination of final tari Rs. is in process. The Company holds 84.65% stake
in the company (76.43% directly and 8.22% through its wholly owned subsidiary Sarda
Energy Limited).
Sarda Hydro Power LLP (SHP LLP) has licenses for implementation
of two small hydro projects. Survey works for 24.90 MW Kotaiveera SHP is under progress.
The project is likely to enter construction phase in the next financial year.
The Company holds 60% stake in the LLP.
Hydro power and other renewable power will remain one of the focus
areas of your company and we will continue to explore opportunities in the field of
renewable energy. Shri Ram Electricity LLP (SRE LLP) was incorporated as a special
purpose vehicle (SPV) for setting up a captive thermal power plant. In view of the changed
power scenario and cancellation of coal linkage for the power project, the LLP has dropped
the project. The Company continues to hold 51% stake in SRE LLP. The firm will be
dissolved once coal allocation related matters are closed.
Joint Ventures
Raipur Infrastructure Company Limited (RICL) was operating a
leased Railway Siding in Mandhar, Raipur. The lease has expired. The company will be
wound-up after closure of pending proceedings and getting refunds from Railways and the
tax authorities. The Company holds one third share in the Joint Venture. During the
year 2022-23 the company had achieved total comprehensive income of Rs.0.53 crore as
against income of Rs.3.68 crore in the previous year. The comprehensive income was mainly
on account of change in fair value of investments. Madanpur South Coal Company Limited
(MSCCL), an SPV, was allotted Madanpur South Coal Block in consortium. The Supreme
Court had cancelled all coal block allotments. Consequent to cancellation of coal block,
there is no business left out in the company and no other activity has been planned in the
Company. During the year 2022-23, MSCCL reported comprehensive income of Rs.20.96
crore as against Rs.0.16 crore in the previous year. The Income is mainly on account of
Compensation received from WRD Department, Government of Chhattisgarh on acquisition of
126.417 Hectares of Land. MSCCL was holding land at Village Jaspur, Distt. Raigarh
comprising of area of about 196.923 Hectares, out of which most of the land fell under the
catchment area of Mahanadi River. The Government, has acquired 126.417 Hectares of Land
and for which the Compensation was received by the Company. At present the Company is
having balance land of about 71.220 Hectares in village Jashpur and it is expected that,
WRD Department, Government of Chhattisgarh, will acquire some more land. MSCCL would be
wound-up after disposal of these assets. The Company holds 20.13% in MSCCL. A report on
the performance and financial position of each of the subsidiaries, associates and joint
ventures as per the Companies Act, 2013 and their contribution to the overall performance
of the Company during the period under report is provided as part of the Consolidated
Financial Statements and hence not repeated here for the sake of brevity. The Policy for
determining material subsidiaries as approved by the Board may be accessed on the
Company's website www.seml co . in . under the head policies under the
Investors' section.
Consolidated financial statements
The consolidated financial statements presented by the Company include
financial information of its subsidiaries prepared in compliance with applicable
Accounting Standards.
In accordance with Section 136 of the Companies Act, 2013, the Audited
financial statements, including the consolidated financial statements and related
information of the Company and audited financial statements of each of its subsidiaries,
are available on our website www.seml co . in . . These documents are also available for
inspection.
Directors
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Padam Kumar Jain, Wholetime Director & Chief Financial
Officer of the Company, retire by rotation at the ensuing Annual General Meeting and being
eligible has offered himself for re-appointment .
Further, on the recommendation of the Nomination & Remuneration
Committee, the Board of Directors of the Company, in its meeting held on 29th July 2023 ,
subject to the approval of the members of the Company, have appointed Mr. Amal Kumar
Debnath (DIN : 02467548) and Mr. Binoy Sandip Parikh (DIN: 10060552) as Independent
Directors for first term of 5 years w.e f . . 1st August 2023.
Necessary resolutions for the above re-appointment/appointments are
being made a part of the Notice convening the ensuing general meeting. Brief profile of
Mr. Padam Kumar Jain, Mr. Amal Kumar Debnath and Mr. Binoy Sandip Parikh, who are proposed
to be re-appointed/appointed, nature of expertise, names of the companies in which they
hold directorships, their shareholding in the Company and other relevant details are
provided in the Corporate Governance Report forming part of the Annual Report.
During the year under review, the members approved the re-appointment
of Mr. Pankaj Sarda, as Director liable to retire by rotation. The members also approved
his re-appointment as Wholetime Director (designated as Jt. Managing Director) for a
period five years w.e f . . 1st November 2022.
The Company has received the necessary declaration from Independent
Directors who are part of Board confirming that; a) he/she meets the criteria of
Independence as laid out in Section 149(6) of the Companies Act, 2013 read with the
Schedules, rules made there under and Regulation 25 of SEBI Listing Regulations, 2015; and
b) registered themselves with the Independent Directors' Databank as per the
Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019. In the
opinion of the Board, there has been no change in the circumstances which may affect the
status of Independent Directors of the Company and the Board is satisfied of the
integrity, expertise, and experience (including pro Rs.ciency in terms of Section 150(1)
of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Board Evaluation
The Board has carried out an annual evaluation of effectiveness of its
functioning, that of its committees and individual Directors in the manner specified by
the Nomination & Remuneration Committee. The Board reviewed the performance of the
individual Directors, committees of the Board and the Board as a whole. A separate meeting
of Independent Directors was also held to review the performance of Non-Independent
Directors; and performance of the Chairperson of the Company, considering the views of
Executive Directors and Non-Executive Directors. This was followed by a Board
meeting that discussed the performance of the Board, its committees and individual
Directors including independent Directors. During evaluation of the individual director,
the concerned director was not present in the meeting. The performance of the Board and
individual Directors was evaluated by the Board seeking inputs from all the Directors. The
performance of the Committees was evaluated by the Board seeking inputs from the Committee
Members. Key criteria for performance evaluation are given in Annexure A to
directors' report.
Remuneration Policy forthe Board and Senior Management
The Company follows a policy on remuneration of Directors, Key
Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees of the
Company. The policy is approved by the Nomination & Remuneration Committee of the
Company. Remuneration Policy for Directors, Key Managerial Personnel and other employees
is marked as Annexure B to directors' report.
The Company, with the approval of Nomination & Remuneration
Committee has adopted a policy on Board diversity and the recommendation of candidature
for Board appointment will be based on merit that complements and expands the skills,
experience and expertise of the Board as a whole, taking into account gender, age,
professional experience and qualifications, cultural and educational background, and any
other factors that the Board might consider relevant and applicable from time to time
towards achieving a diverse Board. The criteria for determining Qualification, positive
attributes and Independence of director is annexed as Annexure C to directors'
report.
Familiarization programmes forBoard Members
The Familiarization program aims to provide insight to the Independent
Directors to understand the business of the Company. Upon induction, the Independent
Directors are familiarized with their roles, rights and responsibilities. The Company
provides information to familiarize the Independent Directors with the strategy,
operations and functions of the Company. The Board members are also taken to the sites of
subsidiaries to understand and review their functions.
At various Board meetings, the Board members are provided with
information/ presentations and are given the opportunity to interact with the Senior
Management of the Company to help them to understand the Company's strategy/policies,
business model, operations, products, markets, organization structure, finance, human
resources, technology, quality, facilities and risk management, changes in the regulatory
environment applicable to the corporate sector and to the industry in which it operates
and such other matters as may arise from time to time. Quarterly presentations on
operations made to the Board include information on business performance, operations,
safety, market scenario, financial parameters, working capital management, fund flows,
senior management change, major litigation, compliances, subsidiary information,
donations, regulatory scenario, etc.
The policy on familiarization programmes for Independent Directors is
posted on the website of the Company www.seml co . .in and can be accessed under
the head corporate governance/ policies under the Investors' section. The details of
the familiarization program can be accessed on the Company's website at https://seml.co
in/Corporate%20Governance/Familiarisation%20Programmes.pdf . .
Directors' Responsibility Statement
Thedirectors state that: a) in the preparation of the annual accounts
for the year ended 31st March 2023, the applicable accounting standards read with
requirements set out under Schedule III to the Act, have been followed and there are no
material departures from the same; b) the Directors have selected such accounting policies
and applied them consistently and made judgements 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
31st March 2023 and of the profit of the Company for the year ended on that date; 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
haveprepared 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.
KeyManagerial Personnel
During the year, there wasno change in the Key Managerial Personnel.
Auditors and Auditors' Report
Statutory Auditors
At the Annual General Meeting for the financial year 2018-19 held on
21st September 2019, M/s. O.P. Singhania & Co., Chartered Accountants, Raipur were
appointed as statutory auditors of the Company to hold office till the conclusion of the
Annual General Meeting (AGM) to be held in the calendar year 2024. The Notes on financial
statement referred to in the Auditors' Report are self-explanatory and do not call
for any further comments. The Auditors' Report does not contain any qualification,
reservation or adverse remark. During the year under review, the Auditors did not report
any matter under Section 143 (12) of the Act, therefore no detail is required to be
disclosed under Section 134(3)(ca) of the Act.
Cost Auditors
Pursuant to Section 148 of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by the
Company, in respect of various manufacturing activities are required to be audited.
The cost audit report for the financial year 2021-22 was filed with the
Ministry of Corporate Affairs. M/s. S.N. & Co., Cost and Management Accountants, were
appointed as the Company's Cost Auditor.
The Board of Directors has, on the recommendation of the Audit
Committee, appointed M/s. S.N. & Co., Cost and Management Accountants, to audit the
cost accounts of the Company on a remuneration not exceeding Rs. 2.00 lakh plus applicable
taxes and out of pocket expenses for the year 2023-24. As required under the Companies
Act, 2013, the remuneration payable to the Cost Auditors for 2023-24 is being placed
before the members in the ensuing annual general meeting for approval.
Secretarial Auditor
The Board has appointed M/s. S.G. Kankani & Associates, Practicing
Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. The
Secretarial Audit Report for the financial year ended 31st March 2023 is
annexed herewith marked as Annexure D to this Report.
In view of pendency of delisting application at Calcutta Stock
Exchange, the Company has stopped sending information to Calcutta Stock Exchange. Further,
in terms of requirement of regulation 24A of SEBI Listing Regulations, the Secretarial
Audit Report, for the financial year ended 31st March 2023, in respect of Sarda Metals
& Alloys Limited and Madhya Bharat Power Corporation Limited, the material
subsidiaries of the Company, is annexed to this report, marked as Annexure E and
Annexure F respectively.
Corporate Social Responsibility (CSR)
With the objective of sustainable development and continual
improvement, the Company adopts a voluntary and proactive approach to CSR to connect with
the society by creating a sense of belonging. The Company continues its endeavour to
improve the lives of people and provide opportunities for their holistic development
through initiatives in the areas of Health, Education, Arts, Culture & Heritage, Rural
development, etc. The Company strives for sustainable development programs in partnership
with the community. The Company's CSR initiatives usually involve setting the
foundation of various programs at a small scale to learn from on-ground realities, getting
feedback from community and then putting an enhanced sustainable model to ensure maximum
benefit to the community. The Company's focus has been upliftment of underprivileged
in the society by providing quality education, training and healthcare. The Company also
supports the NGOs working for such cause. During the year, the Company's spending on
CSR has been more than the statutorily required. Members are requested to refer the
Corporate Governance Report forming part of this annual report for the composition of the
CSR Committee. The CSR policy of the Company is available on the website of the Company
www.seml.co.in - under the head policies under the Investors' section. The
annual report on the CSR activities is annexed as Annexure G to this report.
Corporate Governance
Pursuant to the Listing Regulations, Corporate Governance Report along
with the Auditors' Certificate regarding compliance of conditions of Corporate
Governance is made a part of the Annual Report.
Business Responsibility & Sustainability Report
The Company is committed to pursue its business objectives sustainably,
ethically, transparently and with accountability to all its stakeholders. The Company
believes in ensuring environmental well-being with a long-term perspective as well as
demonstrating responsible behaviour while adding value to the society and the community.
In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Securities and
Exchange Board of India (SEBI'), in May 2021, introduced new
sustainability related reporting requirements to be reported in the specific format of
Business Responsibility and Sustainability Report (BRSR'). Further, SEBI
has mandated top 1,000 listed companies, based on market capitalization, to transit from
Business Responsibility Report to BRSR from FY 2022-23 onwards. Accordingly, we present
our first BRSR for 2022-23.
Disclosures
Board/Committees/Vigil Mechanism
The details of the composition of Board of Directors, Corporate Social
Responsibility Committee, Audit Committee, other committees of the Board, meetings of the
board and committees and attendance of directors at the Board and committee meetings and
implementation of Vigil Mechanism are given in the Corporate Governance Report forming
part of this Annual Report. Particulars of Loans given, Investments made, Guarantees given
and Securities provided Particulars of loans given, investments made and guarantees given
are given in note no. 3, 4(a), 7, 11(a), 39, 55 to the standalone financial statements.
The Company, in its capacity of promoter, has pledged shares of Sarda Metals & Alloys
Limited and Madhya Bharat Power Corporation Limited with the lenders of respective
companies for loans granted to them by the lenders. The details of pledged shares are
given as part of the financial statements. The loans and the guarantees given are utilized
by the recipients for their business purposes. Members are requested to refer the notes
for details, which are not repeated here for the sake of brevity. Contracts and
Arrangements with Related Parties 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 to further the business interests
of the Company. Prior approval of Audit Committee is obtained for related party
transactions. The Company did not have any contracts or arrangements with related parties
in terms of Section 188(1) of the Act. Also, there were no material related party
contracts entered into by the Company. 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 financial year 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 Report.
In line with the requirements of the Act and the SEBI Listing
Regulations, the Company has formulated a Policy on Related Party Transactions and the
same can be accessed on the Company's website www.seml .co in . under
Policies under Investors' section.
Internal Financial Control
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were tested and no
reportable material weakness in the design or operation were observed. Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The particulars
relating to conservation of energy, technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under the Act, are provided in Annexure H to
this Report.
Annual Return
TheAnnual Return of the Company as on 31st March 2023 is available at
https://seml.co in . /Corporate%20Governance/Annual Rs.Return Rs.2022 Rs.23.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, a statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits set out in the said rules is
annexed herewith as Annexure I to this Report.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure J to
this report.
Risk Management
The Risk Management Committee has been entrusted with the
responsibility to assist the Board in (a) Overseeing and approving the Company's
enterprise wide risk management framework; and (b) Overseeing that all the risks that the
organization faces such as strategic, financial, credit, market, liquidity, accident,
security, property, IT, legal, regulatory, reputational and other risks have been
identified and assessed and there is an adequate risk management infrastructure in place
capable of addressing those risks.
A Risk Management Policy and a Hedging Policy as approved by the Board
of Directors is in place. The Company monitors and manages the risks and uncertainties
that can impact its ability to achieve its strategic objectives. General The directors
state that no disclosure or reporting is required in respect of the following items as
there were no transactions on these items during the year under review -
1. Details relating to deposits covered under Chapter V of the Act;
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise;
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme. The directors further confirm that -a) Neither the Managing
Director nor the Whole-time Directors of the Company receive any remuneration or
commission from any of its subsidiaries; b) 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; c) The Company is required to maintain cost records
as specified by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013 and such accounts and records are made and maintained; d) The Company
has in place proper systems to ensure compliance with the provisions of the applicable
secretarial standards issued by The Institute of Company Secretaries of India and such
systems are adequate and operating effectively; e) Under the Insolvency and Bankruptcy
Code 2016, no applications were made during the financial year 2022-23 by or against the
Company and there are no proceedings pending as at the end of the financial year. f) The
Company has not made any one-time settlement with any of its lenders. g) The Company has
complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 [14 of 2013].
Furthermore, the directors also state that during the year under
review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The disclosures/information/details disclosed/given elsewhere in the
annual report have not been repeated again in the directors' report for the sake of
brevity. Members are requested to refer relevant sections for the information. All
policies/disclosures required to be disclosed on the website are available under the
Investors' section on the website of the Company at www.seml.co.in.
Acknowledgement
With the support of the stakeholders, the Company has successfully
completed 50 years. The Directors thank the customers, vendors, dealers, investors,
business associates and bankers for their continued support in this journey. The Directors
place on record the appreciation of the contribution made by employees at all levels. The
directors place on record their gratitude for the valuable guidance and support received
from various Government departments, and other regulatory authorities and agencies and
look forward to their continued support in future.
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On behalf of the Board of Directors |
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(K.K. Sarda) |
Raipur |
Chairman & Managing Director |
29th July, 2023 |
DIN: 00008170 |
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