Dear Shareholders,
Your Directors have pleasure in presenting the Twelfth Annual Report of
the Company together with the Audited Balance Sheet as at 31st March, 2023 and the
Statement of Profit & Loss for the year ended on that date.
FINANCIAL PERFORMANCE
The highlights of the financial performance of the Company for the
financial year ended 31st March, 2023 as compared to the previous financial year are as
under:-
(Rs in Lakhs)
Particulars |
FY 22-23 |
FY 21-22* |
Total Income |
18,819.23 |
21,250.46 |
Profit before Depreciation, Interest and Tax and exceptional
item |
4,036.29 |
7,910.52 |
Depreciation Amortization Expenses |
335.30 |
209.12 |
Finance Cost |
34.58 |
63.19 |
Exceptional items |
- |
- |
Profit Before Tax |
3,666.41 |
7,638.21 |
Tax Expenses: |
|
|
- Current Tax |
1012.77 |
1,812.53 |
- Income Tax for earlier years |
0.85 |
1.45 |
- Deferred Tax |
(10.98) |
137.81 |
Profit for the period |
2,663.77 |
5,686.42 |
Other comprehensive income for the period, net of tax |
(0.91) |
1.68 |
Total comprehensive income for the period |
2,662.86 |
5,688.10 |
* Previous year's figures were rearranged and regrouped wherever
necessary.
FERRO ALLOYS BUSINESS - INDUSTRY AT A GLANCE
With the increase in domestic steel demand, India continues to be a
major producer of steel. During the calendar year 2022 India produced 124.5 mn tons of
crude steel and 117.8 mn tons of finished steel.
At present, crude steel capacity in India is 154 mn tons per annum. The
Indian steel sector roughly contributes around 2% to India's GDP
Indian steel industry faced various challenges during the year 2022. In
view of Russian Ukraine war, price of coking coal increased abruptly therefore, for
meeting the requirements the Indian producers' imported coal from Australia,
Indonesia, Canada and South Africa etc., which has led to increase of cost of production.
Moreover, Government had imposed export duty on steel which had adversely affected export
of steel, however Govt. of India removed the export duty on steel in end of 2022, which
gave a deep sigh of relief to the exporter.
Policy of the Govt. of India helping the steel industry. The Govt. of
India introduced various projects and schemes to give impetus to the steel industry like
'Production linked Scheme'. In view of Government's budget allocation for
infrastructure development it is expected that during the Financial Year 2023-24 there
will be robust domestic demand growth of around 7%. Construction, real estate and
automobile sectors are major contributor for the steel industry.
Ferro alloys are alloys of iron that contain a high percentage of one
or more other elements, such as manganese, chromium, or silicon. It has uses in stainless
steel production, cast iron production and as additives in the production of other alloys.
Stainless steel contains a high proportion of chromium, which is an important ingredient
in ferro alloys.
Global ferro alloys market is looking very optimist and is expected to
register a CAGR of 5.2% during 2022-2025. China has the largest market in ferro alloys and
accounting for over 35%. Other major markets in the region include India, Japan, South
Korea, and Taiwan.
The Financial Year 2022-23 was a year of mixed opinions and
performances for the domestic steel industry. Russia- Ukraine war definitely affected
global steel industry. The global steel prices slashed down which affected domestic prices
also and on the other hand, there was a high rise of input materials.
Country has identified new reserves for coking coal which will help the
manufacturers to reduce import of coal and thus will reduce production cost.
India continues for its economic recovery which is looking optimistic
about the future despite a challenging year. Another factor driving market growth is the
increasing use of ferro alloys in non-steel applications. Overall, the future outlook for
the global ferro alloys market is positive. The market is expected to grow steadily in the
coming years, driven by increasing demand from various industries.
During the year under review, your Company has sold 14,981 MT. of Ferro
Silicon as against 14,546 MT. recorded in previous year. Your Company produced 14,967 MT.
of Ferro Silicon during the year under review as against 14,955 MT. recorded in the
Financial Year 2021-22. During the year there was an instance of furnace breakdown for a
limited period of time for which the production was affected, however in the fourth
quarter the production increased considerably due to functionality of the 3rd furnace.
While your Company constantly strives to increase stakeholder's value, emphasis continues
to be on delivering value to customers and strengthening processes while driving
sustainable practices, resulting into expanding customer base.
POWER BUSINESS
During the year under review, your Company focused on purchasing power
from MPDCL, therefore has not generated any power like previous year.
OPPORTUNITIES & THREATS, RISKS AND CONCERNS
Ferro silicon market depends on demand from steel and stainless steel
market. Continuous support from the Government by way of introducing various policies like
National Steel Policy, 'Make in India' and other budgetary support for development of
infrastructure sectors helped the ferro alloys industry to grow.
Performance of the Company depends on the continued demand of our
products in the steel and stainless-steel industry. Ferro Silicon market in India is
subdued for quite a period of time. Highest consumption of Ferro Silicon seen in Stainless
Steel Sector followed by Mild Steel Sector. Government's various initiatives to liberalise
industrial policy, approval of National Steel policy and policy on 'Make in India' and
other infrastructural initiatives taken are expected to push the demand of ferro silicon.
Challenges being faced by the domestic companies due to short
availability of raw materials and very high-power cost, lack of infrastructural facilities
for easy transportation of raw materials to the location affects the sector. Policy of the
Government, regulatory changes and force majeure events may also affect the development of
domestic industry.
Despite all threats, Indian Ferro alloys industry has tremendous growth
prospect due to low per capital steel production, rapid industrialisation, urbanisation,
infrastructural development, thriving automobile and railway sectors and other Government
initiatives. The Company has evolved a risk management framework to identify, assess and
mitigate the key risk factors of the business. The Board of the Company is kept informed
about the risk management of the Company.
PERFORMANCE AND OPERATIONS REVIEW
During the year under review, on a full year basis, the Company has
posted total revenue of Rs 18,819.23 Lakhs and Profit before Tax of Rs 3,666.41 Lakhs in
Financial Year 22-23 as against Rs 21,250.46 Lakhs and Rs 7,638.21 Lakhs respectively
during the previous financial year. Your Company produced 14,967 MT. of Ferro Silicon
during the year under review as against 14,955 MT recorded in the Financial Year 2021-22.
BUY -BACK OF SHARES
During the year under review your Company has bought back 1,00,00,000
Equity Shares of Rs 1 each from all the existing shareholders/ beneficial owners of the
Company as on record date i.e., 27th September, 2022 on a proportionate basis through
tender offer route at a price of Rs 28 each for an aggregate amount of Rs 28,00,00,000
(Rupees Twenty Eight Crore only). The payments have been made to all the eligible
shareholders on 17th November, 2022, subsequently the bought back shares have been
extinguished resulting in reduction of paid up share capital to Rs 21,21,72,990 divided
into 21,21,72,990 equity shares of Rs 1 each.
In accordance with Section 69 of the Companies Act, 2013, during the
year ended 31st March, 2023, the Company has created a Capital Redemption Reserve of Rs
1,00,00,000 equal to the nominal value of Shares bought back as an appropriation from
General Reserves.
SHARE CAPITAL
The paid-up Equity Capital as on 31st March, 2023 was Rs 21,21,72,990
divided into 21,21,72,990 equity shares of Rs 1 each. Consequent upon bought back of
1,00,00,000 Equity Shares of Rs 1 each, the paid up Equity Share Capital of the Company
has been reduced during the Financial year ended 31st March, 2023 to that extent. During
the year under review, the Company has neither issued any shares with differential voting
rights nor granted stock options or sweat equity shares.
In accordance with Section 69 of the Companies Act, 2013, during the
year ended 31st March, 2023, the Company has created a Capital Redemption Reserve of Rs
1,00,00,000 equal to the nominal value of Shares bought back as an appropriation from
General Reserves.
SHARES IN SUSPENSE ACCOUNT
Disclosures of the shares lying in Company's Unclaimed Shares Suspense
Account are given in the Report of Corporate Governance.
ANNUAL RETURN
In terms of requirement of section 134 (3) (a) read with Section 92(3)
of the Companies Act, 2013 and the rules made thereunder, the Annual return of the Company
has been placed on the Company's website and can be accessed at the web link:
https://shyamcenturyferrous.com/investors/ annual-return.php
MEETINGS OF THE BOARD
During the year, Five (5) Board Meetings and Five (5) Audit Committee
meetings were convened and held on 17th May, 2022, 02nd August, 2022, 1 1th August, 2022,
14th November, 2022 and 03rd February, 2023. The intervening gap between the Meetings was
within the period prescribed under the Companies Act, 2013. The details of the Board
Meeting are provided in the Corporate Governance Report.
MEETINGS OF INDEPENDENT DIRECTORS
During the year under review, meeting of Independent Directors was held
on 17th March, 2023 wherein the performance of the Non-Independent Directors and the Board
as a whole was reviewed. The Independent Directors at their meeting also, inter alia,
assessed the quality, quantity and timeliness of flow of information between the Company
management and the Board of Directors of the Company.
COMMITTEES OF THE BOARD
The composition and terms of reference of the Audit Committee,
Nomination and Remuneration Committee, Corporate Social Responsibility Committee,
Stakeholders Relationship Committee and Finance Committee have been furnished in the
Corporate Governance Report forming part of this Annual Report. There has been no instance
where the Board has not accepted the recommendations of the Audit Committee and Nomination
and Remuneration Committee.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has formed a Whistle Blower Policy/ Vigil Mechanism as
required under Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. A Vigil (Whistle Blower) mechanism provides a
channel to the employees and Directors to report to the management concerns about
unethical behavior, actual or suspected fraud or violation of the Codes of conduct or
policy. The mechanism provides for adequate safeguards against victimisation of employees
and Directors to avail of the mechanism and also provide for direct access to the Chairman
of the Audit Committee in exceptional cases. The said policy may be referred to at the
Company's website at the http://shyamcenturyferrous.com/
php/policies.php?pdf=Whistle-Blower-Policy.pdf.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES
The Board has framed a Remuneration Policy for selection, appointment
and remuneration of Directors, Key Managerial
Personnel and Senior Management Employees. The remuneration policy aims
to enable the Company to attract, retain and motivate highly qualified members for the
Board and at other executive levels. The remuneration policy seeks to enable the Company
to provide a well-balanced and performance-related compensation package, taking into
account shareholdersRs interests, industry standards and relevant Indian corporate
regulations. The details on the same are given in the Corporate Governance Report. The
said policy may be referred to at the Company's website at the web link:
http://shyamcenturyferrous.com/php/policies. php?pdf=Remuneration-policy.pdf.
CODE OF CONDUCT
With intent to enhance integrity, ethics & transparency in
governance of the Company your Company had adopted a Code of Conduct for Directors and
Senior Management Personnel. The Code has been displayed on the Company's website at
http://shyamcenturyferrous.com/php/policies.
php?pdf=Code-of-Conduct-for-Senior-Management.pdf.
COMPLIANCE WITH THE SECRETARIAL STANDARD AND INDIAN ACCOUNTING
STANDARDS
The Company has complied with the applicable Secretarial Standards as
recommended by the Institute of Company Secretaries of India. The Company has also
complied with all relevant Indian Accounting Standards (Ind AS) referred to in section 133
of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015
while preparing the financial statements.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirement of Section 134 (3) (c) read with section 134
(5) of the Companies Act, 2013, the Directors hereby confirm and state that:
In the preparation of Annual Accounts, the applicable Accounting
Standards have been followed along with the proper explanation relating to material
departures, if any.
The Directors have selected such accounting policies and have
applied them consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company as at 31st
March, 2023 and of the profit of the Company for the year under review.
The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
The Directors have prepared the annual accounts on going concern
basis.
The Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively.
AUDITORS & AUDITORS' REPORT
M/s. D. K. Chhajer & Co., Chartered Accountants (Firm Registration
Number: 304138E) Statutory Auditors of the Company, have been appointed by the members at
the Tenth Annual General Meeting and shall hold office for a period of 5 years from the
date of such meeting held on 30th September, 2021.
The Statutory Auditors' Report "with an unmodified
opinion", given by M/s. D K Chhajer & Co., on the Financial Statements of the
Company for the Financial Year ended 31st March, 2023, is appended in the Financial
Statements forming part of this Annual Report.
The notes to the accounts referred to in the Auditors' Report are
self-explanatory and, therefore, do not call for any further comments.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records
maintained by the Company in respect of its manufacturing activity is required to be
audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s.
B. G. Chowdhury & Co., Cost Accountants, (Firm Registration Number: 000064) as Cost
Auditors of the Company for the financial year ended 31st March, 2023 in the Board Meeting
held on 17th May, 2022. The remuneration proposed to be paid to them for the Financial
Year 2022-23, as recommended by audit committee, was ratified in the meeting of
shareholders held on 27th September, 2022.
The Board of Directors of the Company on the recommendation of the
Audit Committee, appointed M/s. B. G. Chowdhury & Co., Cost Accountants, (Firm
Registration number 000064), as the Cost Auditors of the Company for the Financial Year
2023-24 under section 148 of the Companies Act, 2013. M/s. B. G. Chowdhury & Co. have
confirmed that their appointment is within the limits of Section 141(3)(g) of the
Companies Act, 2013 and have also certified that they are free from any disqualifications
specified under section 141(3). The Audit Committee has also received a Certificate from
the Cost Auditors certifying their independence and arm's length relationship with
the Company.
As per the provisions of the Companies Act, 2013, the remuneration
payable to the Cost Auditor is required to be placed before the Members in a General
Meeting for their ratification. Accordingly, a Resolution seeking Members'
ratification for the remuneration payable to M/s. B. G. Chowdhury & Co., Cost Auditors
for the Financial Year 2023- 24 is included in the Notice convening the Annual General
Meeting.
The cost audit report for the Financial Year 2021-22 was filed with the
Ministry of Corporate Affairs on 31st August, 2022.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. MKB & Associates (Firm Registration Number:-
P2010WB042700), a firm of Company Secretaries in Practice to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is annexed herewith marked Annexure-1.
The report is self-explanatory and do not call for any further comments.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified
under section 143(12) of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, your Company has not made any investment
or provided guarantee or security in connection with a loan to any person exceeding the
limit specified in Section 186 of the Companies Act, 2013. Details of Investments covered
under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to
the Financial Statements.
RELATED PARTY TRANSACTIONS
All related party transactions are entered on arm's length basis,
in the ordinary course of business and are in compliance with the applicable provisions of
the Companies Act, 2013. There are no materially significant related party transactions
made by the Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest of the Company at
large. In terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014, there were no material contract or arrangement entered into by the Company
with related parties as referred to in Section 188. Therefore, disclosure in Form AOC-2 is
not applicable. However, the details of the transactions with the Related Party are
provided in the Company's financial statements in accordance with the Accounting
Standards.
All Related Party Transactions are presented to the Audit Committee and
the Board. Omnibus approval has been obtained for the transactions which are foreseen and
repetitive in nature. A statement of all related party transactions is presented before
the Audit Committee on a quarterly basis, specifying the nature, value and terms and
conditions of the transactions. A policy on 'Related Party Transactions' has been
devised by the Company which may be referred to at the Company's website at the web
link at http:// shyamcenturyferrous.com/php/policies.php?pdf=Related- Party-Policy.pdf.
RESERVES
During the year under review no amount was transferred to reserves.
However, in accordance with Section 69 of the Companies Act, 2013, during the year ended
31st March, 2023, the Company has created a Capital Redemption Reserve of Rs 1,00,00,000
equal to the nominal value of Shares bought back as an appropriation from General
Reserves.
DIVIDEND
During the year under review your Board of Directors has declared and
paid an Interim Dividend @ of 30% i.e. Rs 0.30 each per equity share of face value of Rs 1
each subject to deduction of Tax at source.
The Board of Directors of your Company after considering holistically
the relevant circumstances and in order to conserve resources for future plans has decided
that it would be prudent, not to recommend any Final Dividend for the Financial Year
2022-23 (Previous year NIL).
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated in section 134(3)(m) of the Act and
rules framed there under is mentioned below:
(A) Steps taken toward Conservation of energy:
132KV 16/20MVA old power transformer replaced by new 132KV
25/30MVA power transformer resulted reduction in no load loss and to run all three
furnaces with 100% loading capacity and increase the production quantity.
(B) Steps taken toward Technical Absorption:
Furnace#1 shell new bricks and paste lining work has been done
resulted to leakage arrest in tap hole side, reduce shutdown period & also improve the
production quantity.
Pump house old water pipe line replaced and new spare pump
installed resulting water leakage arrested and to avoid shut down.
Furnace #1 and Furnace #3 RCC bed casting done for Fesi hot
metal in place of cast iron pan casting, resulted more thin cake to avoid dusting also
less under size generation.
Furnace #2 telfer car track modification done, resulted
increasing of Nos of batches quantity and reducing feeding problem.
Ground hopper No #1 modification done, resulted increase of
volume of raw material feeding quantity and reduce raw material feeding timing
The Company has developed a Research & Development cell for
carrying out R&D Projects in the plant with specific objective of development of
advanced systems for quality improvement. During the year under review there was a Capital
expenditure of NIL (PY '1.77 Lakhs) and no Revenue Expenditure in Research &
Development.
(C) Foreign Exchange Earnings And Outgo:
During the period under review, Foreign Exchange Earning was NIL
(Previous Year NIL) and Foreign Exchange Outgo was NIL (Previous Year NIL).
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR)
HEALTH CARE:
The initiatives were undertaken for organising health camps and
contributions made towards Pradhan Mantri TB Mukt yojana.
ANIMAL WELFARE:
During the year financial assistance were provided for welfare of
animals.
EDUCATION :
Contributions made towards promoting education and development of
school.
The Committee is headed by Mr. Rajesh Kumar Agarwal, Director of your
Company and consists of Members as stated below:
Name |
Category |
Chairman/ Members |
Mr. Rajesh Kumar Agarwal |
Non-Independent |
Chairman |
Mr. Aditya Vimalkumar Agrawal |
Non-Independent |
Member |
Mr. Pramod Kumar Shah |
Independent |
Member |
Annual Report on CSR as required to be annexed in terms of requirement
of Section 135 of Companies Act, 2013 and rules framed thereunder is annexed herewith and
marked Annexure-2.
The CSR Policy of the Company is available on the Company's
website under the weblink: http://shyamcenturyferrous.com/
php/policies.php?pdf=SCFL-%20CSR%20policy.pdf
EVALUATION OF THE BOARD'S PERFORMANCE
In compliance with the Companies Act, 2013 and as per Listing
Obligations and Disclosures Requirements Regulations formulated by the Securities and
Exchange Board of India (SEBI), the Company has adopted a policy for evaluation of
performance of the Board of Directors. The Board follows a formal mechanism for the
evaluation of the performance of the Board as well as Committee.
A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the Board's
functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance.
The Nomination and Remuneration Committee at its meeting established
the criteria based on which the Board will evaluate the performance of the Directors.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders, etc. The performance evaluation of the
Non-Independent Directors and Board as a whole was also carried out by the Independent
Directors.
The Directors expressed their satisfaction over the evaluation process
and results thereof.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
On the recommendation of the Nomination & Remuneration Committee,
the Board of Directors at its meeting dated 17th May, 2022, appointed Mr. Sumanta Kumar
Patra (DIN: 09607152), CEO as the Whole-Time Director of the Company with effect from 17th
May, 2022 upto 16th May, 2025 which was duly approved by the shareholders of the Company
by way of special resolution passed through postal ballot by way of voting through
electronic means concluded on 25th July, 2022.
The appointment of Mr. Aditya Vimalkumar Agrawal (DIN: 03330313) as
Managing Director, were duly approved by the shareholders of the Company by way of special
resolution passed through postal ballot by way of voting through electronic means
concluded on 25th July, 2022.
Mrs. Neha Agarwal resigned as Company Secretary & Compliance
Officer and Key Managerial Personnel with effect from close of business hours of 26th May,
2022. The Board places on record its appreciation for the services rendered by
Mrs. Agarwal during her tenure as Company Secretary. On the
recommendation of the Nomination and Remuneration Committee, the Board of Directors at its
meeting held on 17th May, 2022, appointed Mrs. Ritu Agarwal as the Company Secretary &
Compliance Officer and Key Managerial Personnel of the Company with effect from 27th May,
2022. In accordance with the provisions of Companies Act, 2013 and in terms of the
Memorandum and Articles of Association of the Company, Mr. Aditya Vimalkumar Agrawal (DIN:
03330313) will retire by rotation and being eligible, offers himself for re-appointment.
In view of his considerable experience, your Directors recommend his re-appointment as
Director of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
they have complied with the Code for Independent Directors prescribed in Schedule IV to
the Act and the Listing Regulations.
Mr. Nirmalya Bhattacharyya, Mrs. Plistina Dkhar and Mr. Pramod Kumar
Shah are Independent Directors on the Board of your Company. I n the opinion of the Board
and as confirmed by these Directors, they fulfill the conditions specified in section 149
of the Act and the Rules made thereunder and the Listing Regulations about their status as
Independent Director of the Company.
Your Board of Directors formed opinion that the Independent Directors
of the Company are maintaining highest standard of integrity and possessing expertise,
requisite qualifications and relevant experience in the fields of Administration, General
management, Accounts & Finance, Audit, Internal Audit, Taxation, Risk, Board
procedures, Governance etc., for performing their role as Independent Directors of the
Company. Regarding proficiency, all Independent Directors have registered themselves in
the Data Bank maintained with the Indian Institute of Corporate Affairs (IICA), Manesar.
In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment &
Qualification of Directors) Rules, 2014, the Independent Directors are required to
undertake online proficiency self-assessment test conducted by the IICA within a period of
2 (two) year from the date of inclusion of their names in the data bank. Mrs. Plistina
Dkhar, Independent Directors is exempted from qualifying 'online proficiency test'
due to her relevant experience in listed companies and the Companies with Paid up equity
Capital is Rs 10 Crore and more. Mr. Pramod Kumar Shah was appeared in 'online proficiency
test' within the period of 1 (one) year from the date of inclusion of his name in the
data bank and has successfully qualified the test. Mr. Nirmalya Bhattacharyya appeared in
'online proficiency test' within the period of 2 (two) years from the date of
inclusion of his name in the data bank and has successfully qualified the test.
FAMILIARISATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS
In order to enable the Independent Directors to perform their duties
optimally, the Board has devised a familiarisation programme for the Independent Directors
to familiarise them with the Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates, business model of the
Company, etc. They are periodically updated about the development which takes place in the
Company. The Independent Directors have been issued Letter of Appointment setting out in
detail, the terms of appointment, duties, responsibilities and commitments etc. The
familiarisation program is available on the Company's website under the weblink:
http://shyamcenturyferrous.
com/php/policies.php?pdf=familiarization_programme_for_independent_directors.pdf
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
The Company does not have any subsidiary, associate and joint venture.
CHANGES IN NATURE OF BUSINESS, IF ANY
There has not been any change in the nature of business.
DEPOSITS
During the year under report, the Company has not accepted any deposits
from public or from any of the Directors of the Company or their relatives falling under
ambit of Section 73 of the Companies Act, 2013.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS
(i) The Director of Mineral resources, Meghalaya, Shillong vide its
Demand notice dated 19th February, 2020 raised a demand against the Company for payment of
royalty, MEPRF, VAT/GST for an amount of Rs 1738.99 Lakhs in pursuance to the National
Green Tribunal (NGT) order dated 17.01.2020 passed in O.A. No. 110 (THC)/2012 against the
Company and other Cement and Power Companies in Meghalaya for alleged illegal coal
procurement.
The Company has not purchased any illegal coal and has complied with
all disclosure requirements of the various Government departments. The report of NGT
Committee has been founded on the basis of assumptions and not on hard facts. The Company
backed by the legal opinions, believed that it has a good case in the matter as the said
order was issued on the basis of certain hypothetical assumptions and without giving any
opportunity of being heard to the Company. Accordingly, the Company had preferred an
appeal before the Apex Court. The Apex court vide it's order dated 02.05.2023 remand
back the file to the NGT, at the stage, at which they stood prior to the passing of the
judgement dated 17.01.2020 and set aside the judgement dated 17.01.2020. As the matter is
pending no provision has been made in the accounts. (Refer Note no. 42(b) of Notes to
Accounts).
(ii) In respect of demand letter received from Central Excise authority
for refund of Education Cess and Secondary & Higher Education Cess amounting to Rs
112.04 Lakhs, the Company has filed a writ petition before the Hon'ble Meghalaya High
Court for quashing of demand notice, the Meghalaya High Court has stayed the said demand
notice matter is now sub-judice and final hearing of the case is yet to be conducted,
therefore, no provision have been taken in the books of account. No further development
took place during the year. (Refer Note no. 42(a) of Notes to Accounts).
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
No material changes or commitments have occurred between the end of the
financial year and the date of this Report which affect the financial statements of the
Company in respect of the reporting year.
CREDIT RATINGS
Your Company enjoys a sound reputation for its prudent financial
management and its ability to meet financial obligations. CARE Ratings, has reaffirmed the
Company's short-term rating to "CARE A3+" (pronounced CARE A three plus,
outlook stable) and the long-term rating to "CARE BBB+, Stable" (pronounced as
CARE Triple B Plus; Outlook: Stable).
ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company maintains comprehensive internal control system,
commensurate with the size of its operations and monitoring procedure for all the major
processes to ensure reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedures, laws and
regulations, safeguarding of assets and economical and efficient use of resources.
The Board ofDirectors of the Company on the recommendation of the Audit
Committee, re-appointed M/s. K. Baldawa & Co., Chartered Accountants, as the Internal
Auditors of the Company for the Financial Year 2023-24 under section 138 of the Companies
Act, 2013. M/s. K. Baldawa & Co., have confirmed about their re-appointment. The
Internal Auditors periodically reviews the effectiveness and efficacy of Internal Control
Systems and procedures. Audits are finalised and conducted based on internal risk
assessments. Significant deviations from the standard procedures are brought to the notice
of the Audit Committee/Board periodically and corrective measures are recommended for
implementation.
All these steps facilitate timely detection of any irregularities,
frauds and errors and early remedial measures to be undertaken so that no monetary losses
are sustained. Significant audit observations, if any, and corrective actions thereon are
presented to the Audit Committee of the Board.
INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company has in place adequate internal financial controls
commensurate with the size, scale and complexity of its operations. During the year, such
controls were tested and no reportable material weakness in the design or operations were
observed. The Company has policies and procedures in place for ensuring proper and
efficient conduct of its business, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records
and the timely preparation of reliable financial information.
DETAILS OF SIGNIFICANT CHANGES (I.E., CHANGES OF 25% OR MORE) IN KEY
FINANCIAL RATIO AND CHANGE IN RETURN ON NETWORTH ALONGWITH DETAILED EXPLANATIONS
Key Financial Ratios |
FY 22-23 |
FY 21-22 |
% change |
Explanation for significant changes |
Debtors Turnover ratio |
5.68 |
5.91 |
(3.96) |
NA |
Inventory Turnover ratio |
4.98 |
5.96 |
(16.46) |
NA |
Interest Coverage ratio |
34.58 |
38.21 |
(46.89) |
Due to lower margin. |
Current ratio |
8.19 |
10.72 |
(23.60) |
NA |
Debt Equity ratio |
- |
0.002 |
(100) |
Due to repayment of Car Loan. |
Operating Profit Margin (%) |
0.16 |
34.66 |
(52.49) |
Due to lower realisation and increase in raw
materials cost. |
Net Profit Margin |
0.15 |
0.27 |
(46.33) |
Due to lower realisation and increase in raw
materials cost. |
Return on Net Worth |
0.17 |
0.33 |
(48.98) |
Due to payment of Buyback of Share and
Interim Dividend. |
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
The disclosures with respect to the remuneration of Directors and
employees as required under Section 197 of Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with a
statement containing particulars of employees as required under Section 197 of Companies
Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed herewith and marked Annexure- 3 and
forms part of this report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
There was no application made or proceeding pending against the Company
under the Insolvency and Bankruptcy Code, 2016, during the year under review.
DETAILS OF DIFFERENCE IN VALUATION
The requirement to disclose the details of difference between amount of
the valuation done at the time of onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company values the integrity and dignity of its employees. The
Company has put in place a 'Policy on Prevention of Sexual Harassment' as per the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
("Sexual Harassment Act") and has constituted the Committee with internal and
external members. We affirm that adequate access has been provided to any complainants who
wish to register a complaint under the policy. No complaint was received during the year.
CORPORATE GOVERNANCE
The Company has complied with the corporate governance requirements as
stipulated under the Listing Obligations and Disclosures Requirements Regulations
formulated by the Securities and Exchange Board of India (SEBI). A separate section on
corporate governance, along with a certificate from the auditors confirming the
compliance, is annexed and forms part of the Annual Report. This certificate will be
forwarded to the Stock Exchanges along with the Annual Report of the Company.
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO)
CERTIFICATION
As required under Regulation 17(8) of the Listing Obligations and
Disclosures Requirements Regulations formulated by the Securities and Exchange Board of
India (SEBI), the CEO and CFO certification has been submitted to the Board and a copy
thereof is contained in this Annual Report.
RISK MANAGEMENT
Risk management refers to the practice of identifying potential risks
in advance, analysing them and taking precautionary steps to reduce the risk. The Company
has evolved a risk management framework to identify, assess and mitigate the key risk
factors of the business. The Board of the Company is kept informed about the risk
management of the Company.
HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS
The Company has always provided a congenial atmosphere for work to all
sections of society. It has provided equal opportunities of employment to all irrespective
to their caste, religion, color, marital status and sex. The Company believes that human
capital of the Company is its most valuable assets and its human resource policies are
aligned towards this objective.
The Company focuses on enhancing organisational performance by focusing
on quick grievance resolution mechanisms and maintaining cordial relations with employees
and workmen across all levels. The relation amongst its employees remained harmonious and
the year under review remained free from any labor unrest.
During the year under review, there has not been any material changes
in human resources and industrial relations.
GREEN INITIATIVES IN CORPORATE GOVERNANCE
Ministry of Corporate Affairs has permitted Companies to send copies of
Annual report, Notices, etc., electronically to the email IDs of shareholders. Your
Company has arranged to send the soft copies of these documents to the registered email
IDs of the shareholders, wherever applicable. In case, any shareholder would like to
receive physical copies of these documents, the same shall be forwarded upon receipt of
written request in this respect.
The Ministry of Corporate Affairs has taken 'Green Initiative in the
Corporate Governance' by allowing paperless compliances by the Companies and has
issued circulars stating that service of notice/documents including Annual Report can be
sent by e-mail to its members for the financial year 31st March, 2023. A newspaper
advertisement in this regard is being published.
CAUTIONARY STATEMENT
Statements in this report describing the Company's objectives,
expectations or predictions, may be forward looking within the meaning of applicable
securities laws and regulations. Actual results may differ materially from those expressed
in the statement. Important factors that could influence the Company's operations
include: global and domestic demand and supply conditions affecting selling prices, new
capacity additions, availability of critical materials and their cost, changes in
government policies and tax laws, economic development of the country, our business, the
businesses of our customers, vendors and partners and other factors which are material to
the business operations of the Company.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their deep sense of
gratitude to the Banks, Central and State Governments and their departments and the Local
Authorities, Customers, Vendors, Business partners/associates and Stock Exchanges for
their continued guidance and support.
Your Directors would also like to place on record their sincere
appreciation for the commitment, dedication and hard work put in by every member of the
Company and recognise their contribution towards Company's achievements. Your
directors express their gratitude to the shareholders of the Company for reposing their
confidence and trust in the Management of the Company.
|
|
For and on behalf of the Board of
Directors |
|
Rajesh Kumar Agarwal |
Aditya Vimalkumar Agrawal |
Place: Kolkata |
Director |
Managing Director |
Date: 19th May, 2023 |
(DIN: 00223718) |
(DIN: 03330313) |
|