Sunflag Iron & Steel Company Ltd
Directors Reports
To ,
The Members,
Your Directors take pleasure in presenting the 37 Annual Report along with the Audited
Financial Statements of the Company for the
Financial Year 2022-23 ended 31 March, 2023.
The steel sector has been benefited from India's strong economic growth, and industries
such as automotive and consumer durables coupled with Government's spending on
infrastructure have witnessed more steel consumption. Consequently, the market demand for
Sunflag Steel during the Financial year ended 31 March, 2023 remained mostly stable in the
domestic market, however, export continued to show dampening growth owing to overall
reduction in global demand for steel. Further the Company was able to overcome delays in
execution of expansion projects and successfully commissioned during the year.
During the Financial Year 2022-23, the total income increased by 29.33% with marginal
increase of 2.40% in profit before exceptional items compared to previous financial year.
1. FINANCIAL RESULTS
The summarised Financial Results for the year are as follows :- (Rsin Lakh,
except EPS)
Sr. |
For the Financial Year ended |
Particulars |
|
|
|
2022-23 |
2021-22 |
1 Total Income |
3,49,544 |
2,70,277 |
2 Total Expenditure |
3,04,259 |
2,29,992 |
3 Gross Profit |
45,285 |
40,285 |
4 Finance Cost |
8,110 |
4,225 |
5 Profit before Depreciation |
37,175 |
36,060 |
6 Depreciation |
8,065 |
7,631 |
7 Profit before exceptional and extraordinary items and Tax |
29,110 |
28,429 |
8 Exceptional Items (*) |
1,19,286 |
- |
9 Profit Before Tax |
1,48,396 |
28,429 |
10 Tax Expenses and Provisions |
36,964 |
6,789 |
11 Net profit from ordinary activities after tax |
1,11,432 |
21,640 |
12 Other comprehensive Income (net of taxes) # |
47,795 |
(94) |
13 Profit After Tax |
1,59,227 |
21,546 |
14 Earnings Per Share (EPS) [Basic and Diluted] in Rs |
61.83 |
12.01 |
* The exceptional items are pertaining to settlement of pending dispute with Lloyds
Metals and Energy Limited (LMEL), through Arbitration in pursuance to the Arbitral Award
dated 22.04.2022 read with Additional / Supplementary Arbitral Award dated 28.04.2022. The
settlement has been made by LMEL in the form of issue of 6,00,00,000 (Six Crore)
Optionally Fully Convertible Debentures (OFCD's) to the Company and upon exercising
conversion option by the Company, the OFCD's were converted into 6,00,00,000 (Six Crore)
Equity Shares of LMEL.
# Other Comprehensive Income (Net of Taxes) includes MTM gain on Equity Shares held by
the Company in LMEL recognized at its fair value as at 31 March, 2023.
2. FINANCE
The Total Income of your Company for the Financial Year 2022-23 stood at Rs3,49,544
Lakh as compared to Rs2,70,277 Lakh of the previous Financial Year. Your Company has ended
the Financial Year 2022-23 with a profit after tax from the ordinary activities of
Rs1,11,432 Lakh considering an exceptional item of Rs1,19,286 Lakhs (Rs89,264 Lakh Net
of tax) pertaining to Company's past period claims on Lloyds Metals and Energy Ltd (LMEL),
which has been settled through Arbitral Award dated 22.04.2022 read with Additional /
Supplementary Arbitral Award dated 28.04.2022 as against the previous Financial Year's
Rs21,640 Lakh. After taking into account the brought forward profit of Rs1,17,336 Lakh,
your Company has carried forward an amount of Rs1,40,864 Lakh to the Balance Sheet.
3. DIVIDEND
The Company requires more funds through internal accruals to cope up with the terms and
conditions of the lending banks and financial companies financing the ongoing capital
projects under the expansion programme, which will enable future growth of the Company.
Due to the need to support capex for long-term sustainability in future and payment of
additional taxes on compensation received by the Company vide Arbitration Award, your
directors took a prudent decision to plough back the profits into the business and not to
recommend any dividend for the Financial Year 2022-23.
4. DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing
Regulations') the Board of Directors of the Company (the 'Board') has formulated and
adopted the Dividend Distribution Policy ('Policy'). The Policy is available on the
Company's website www.sunflagsteel.com and can be accessed at:
https://sunflagsteel.com/wp-content/uploads/2021/06/SISCO-Dividend-Distribution-Policy.pdf
5. SHARE CAPITAL
During the Financial Year 2022-23 under review, there is no change in the capital
structure of the Company and accordingly, the issued, subscribed and paid-up Share Capital
of the Company stood at Rs1,80,21,94,480/- divided into 18,02,19,448 equity shares of face
value of Rs10/- each, as on 31 March, 2023.
6. MARKET SCENARIO
As of beginning of last quarter in the previous financial year ended 31 March, 2022,
India was the second largest steel producers in the world. In the past 10 12 years,
India's steel sector has expanded significantly. Production has increased by 75% since
2008, while domestic steel demand has increased by almost 80%. The capacity for producing
steel has grown concurrently, and the rise has been largely due to increased per capita
consumption.
In FY22, the production of crude steel and finished steel stood at 133.596 MT and
120.01 MT, respectively. The consumption of finished steel stood at 105.751 MT in FY22.
Between April-December 2022, India's finished steel consumption stood at 75.34 MT. In
April-July 2022, the production of crude steel and finished steel stood at 40.95 MT and
38.55 MT respectively.
The annual production of steel is anticipated to exceed 300 million tonnes by 2030
2031. By 2030 31, crude steel production is projected to reach 255 million tonnes at 85%
capacity utilisation achieving 230 million tonnes of finished steel production, assuming a
10% yield loss or a 90% conversion ratio for the conversion of raw steel to finished
steel. With net exports of 24 million tonnes, consumption is expected to reach 206 million
tonnes by the years 2030 2031. As a result, it is anticipated that per-person steel
consumption will grow to 160 kg.
Sunflag is now looking forward to expand its market base in other segments viz. Aero
space, nuclear, boiler where super alloy steel are consumed. Besides, the Company is also
looking forward to acquire coal and iron ore mines with the aim to increase its business
volume.
7. COMPANY'S OPERATIONS OR OVERALL WORKING PERFORMANCE
During the Financial Year 2022-23 under review, the operational (production) details of
the Company are as under :
Production in MT and Power in Lakh kWh
Sr. No. Particulars |
Financial Year 2022 - 23 |
Financial Year 2021 - 22 |
1 Direct Reduction Plant (I + II) |
1,13,529 |
95,700 |
2 Steel Melt Shop |
4,08,809 |
4,89,481 |
3 Rolled Products |
4,78,316 |
3,58,678 |
4 Mini Blast Furnace (Hot Metal) / Pig Iron |
3,68,725 |
3,72,631 |
5 Coal (Belgaon Coal Block) |
1,92,680 |
1,66,400 |
6 Power Plant (Lakh kWh) |
1,163.61 |
1,421.72 |
8. PROJECTS
Steel Plant:-
The Company during the year commissioned its Blooming mill and now operating at its
minimum capacity in view of operational requirement for stabilization. Few approvals from
customers for super alloy products have been received and accordingly the Company is now
developing various grades of steel to cater to these customers.
Subsidiary Companies :-
Sunflag Power Limited [CIN U31200UR2003PLC027802]
There were no specific developments or updates for reporting and the process of
obtaining necessary approvals were continued for implementation and commencement of
operations of Hydro Power Project of the Company at Hanol-Tuini in the State of
Uttarakhand.
Khappa Coal Company Private Limited [CIN U10100MH 2009 PTC191907]
In view of order of the Hon'ble Supreme Court of India dated 24 September, 2014, the
Khappa & Extn. Coal Block which was allocated to Khappa Coal Company Private Limited,
stood de-allocated with immediate effect. The closure of the said Company solely depends
upon the outcome of final decision regarding bank guarantee and compensation from the
appropriate authorities.
Sunflag Foundation [CIN U74999MH2017NPL289961]
Sunflag Foundation, a Section 8 Company (a Company not for profits) was incorporated on
27 January, 2017 as a Wholly-owned Subsidiary of Sunflag Iron and Steel Company Limited.
The said Company was appointed as an implementing Agency to carry out the Corporate Social
Responsibility (CSR) activities as per CSR Policy of the Company within the framework of
applicable provisions of law. Associate / Joint Venture (JV) Companies:- Madanpur
(North) Coal Block Private Limited [CIN U10101CT2007PTC020161] and C T Mining Private
Limited [CIN U10100JH2008PTC013329]
In view of order of the Hon'ble Supreme Court of India dated 24 September, 2014, the
Coal Block(s) which were allocated to Madanpur (North) Coal Block Private Limited in the
state of Chhattisgarh and to C T Mining Private Limited in the state of Jharkhand, stood
deallocated with immediate effect. The closure of the said Companies solely depends upon
the outcome of final decision regarding bank guarantee and compensation from the
appropriate authorities.
Daido D.M.S. India Private Limited [CIN U28113HR2015FTC054839]
Daido D.M.S. India Private Limited, is a Joint Venture (JV) Company of Sunflag Iron and
Steel Company Limited, Daido Steel Co. Ltd., Japan and Daido Die and Mold Steel Solutions
Co. Ltd., Japan. Sunflag has made an investment of INR 36,000,000/- (INR Three crores
sixty lakh) constituting (17.56%) in the capital of the said JV Company. The JV Company is
engaged in the business of manufacturing, import, export and distribution in die, mold
steel (tool steel and other metallic materials), processed products and mold parts. The
Company is in operation.
Ramesh Sunwire Private Limited [CIN U 28999 MH 2016 PTC 287281]
Sunflag jointly with Stumpp Schuele & Somappa Springs Private Limited, Bengaluru
has formed and incorporated a Joint Venture (JV) Company Ramesh Sunwire Private Limited on
31 October, 2016 in the state of Maharashtra. The main object of the JV Company is
manufacturing high quality of alloy steel wire for automobile and auto component
industries, both in domestic and export market. The Company is in operation.
Present Status of Coal and Minerals Mines:-
S. N. Name of Mine |
Area in (Ha.) |
Mineral |
Present Status |
1 Belgaon Coal Mine, at Village Balgoan (Deshpande), Tah. Warora, Dist. Chandrapur,
Maharashtra |
383.56 |
Coal |
Underground Coal mine having estimated reserves of 8.152 million tons (MT) with
extractable balance of about 5.537 MT. |
2 Navegaon Manganese Mine at Village (a) Navegaon, Tah. Mohadi, Dist. Bhandara,
Maharashtra |
15.90 |
Manganese Ore |
As per order of the Government of Maharashtra State, Mantralaya Mumbai dated
23.03.2023, the Mining lease has been declared as lapsed. |
2 Navegaon Manganese Mine at Village Navegaon, Tah. Mohadi, Dist. Bhandara (b)
Maharashtra |
48.78 |
Manganese Ore |
The Director of Geology and Mining, Government of Maharashtra vide letter No.
MLV-B-576/2023/ 1322 dated 18.04.2023, informed the Company that since the matter of lapse
of Lease is sub- judice before the Hon'ble Bombay High Court, Nagpur Bench at Nagpur,
hence any order for operation of ML/PL leases will be as per the directions received from
the Hon'ble High Court. Deemed to be lapsed. |
3 Warpani Manganese Ore Block at Village Warpani, Tah. Saoner, Dist. Nagpur,
Maharashtra |
1419.65 |
Manganese Ore |
|
4 Bande Iron Ore Block, at Village Bande, Tah. Ettapalli, Dist. Gadchiroli,
Maharashtra |
236.75 |
Iron Ore |
|
5 Kodalibad Iron and Manganese Ore Mine at Village - Kodalibad, Tah - Noamundi, Dist.
- Singhbhum / Jharkhand |
120.00 |
Iron and Manganese Ore |
|
6 Lohardongri Iron Ore Mines at Village Lohardongri, Tah - Brahmapuri, District -
Chandrapur, Maharashtra |
35.73 |
Iron Ore |
Declared successful bidder in auction. Letter of Intent (LOI) dated 13.09.2019
received from the Government of Maharashtra.The Mining plan has been approved. The public
hearing for the grant of Environment Clearance was successfully completed on 23.06.2022.
The application for the grant of Environmental and Forest clearance is under process. |
7 Bhivkund Coal Block at Village-Nandgaon Settlement, Visapur & Ballarpur, Tahsil
Ballarpur, Dist- Chandrapur, Maharashtra |
802.00 |
Coal |
Received Vesting Order on 18.09.2021 and modified Mine plan and Mine closure plan have
been approval by Nominated Authority on 28.02.2023. Terms of Reference (TOR) has been
received for grant of Environment Clearance for peak rated capacity of 0.72
MTPA.Compliance of TOR is under process for the grant of Environmental Clearance. |
8 Bajna Iron Ore Block at Village Bajna, Tahsil- Baxwaha, District- Chhatarpur, Madhya
Pradesh |
96.00 |
Iron Ore |
Declared successful bidder in the auction. Letter of Intent granted by Madhya Pradesh
Government on 07.11.2022. Mandatory work for the approval of the Mine Plan and Mine
Closure plan, Environment Clearance, Forest Clearance and Purchase of Forest Compensatory
Afforestation Land is under process. |
9. NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF
During the Financial Year 2022-23 under review, the Board of Directors, though
exploring addition to existing business and commercial activities, but till date there is
no change in nature of business and commercial activities of the Company. As such, no
specific details regarding change in nature of business activities are required to be
given or provided.
10. PUBLIC DEPOSITS
During the Financial Year 2022-23 under review, the Company has neither invited nor
accepted any public deposits within the meaning of Sections 73 and 74 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended). As
such, no specific details prescribed in Rule 8(5) of the Companies (Accounts) Rules, 2014
(as amended) have been given or provided.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The changes amongst the Board of Director/s including Executive Director/s and Key
Managerial Personnel during the period under review are as follows:
I. CHANGES RELATED TO THE PROMOTER DIRECTOR(S):
There has been no change in relation to the Promoter Director(s) during the year.
II. CHANGES RELATED TO THE EXECUTIVE DIRECTOR/S AND KEY MANAGERIAL PERSONNEL (KMP):
Pursuant to the provisions of Section 152 of the Companies Act, 2013 (the
Act'), the Members of the Company, on the recommendation of the Nomination and
Remuneration Committee (NRC) and the Board of Directors, at their 36 Annual General
Meeting held on 28 September, 2022, consented to the re-appointment of Mr. Surendra Kumar
Gupta (DIN - 00054836), Director (Category - Non-Promoter, Executive) of the Company, who
retired by rotation and being eligible offered himself for re-appointment.
III. CHANGES RELATED TO THE INDEPENDENT DIRECTOR/S:
1. The Members of the Company, on the recommendation of the Nomination and
Remuneration Committee (NRC) and the Board of Directors, at their 36 Annual General
Meeting held on 28 September, 2022 have: i. re-appointed Mr. Sajiv Dhawan (DIN -
00160085), as a Director (Category- Non-executive, Independent) of the Company, for a
fixed second term of consecutive five (5) years i.e. from 27 September, 2022 till 26
September, 2027. ii. appointed Mr. M.A.V. Goutham (DIN - 00101447), as a Director
(Category- Non-executive, Independent) of the Company, for a fixed first term of
consecutive three (3) years i.e. from 12 August, 2022 till 11 August, 2025. iii. appointed
Mr. Tirthnath Jha (DIN - 07593002), as a Director (Category- Non-executive, Independent)
of the Company, for a fixed first term of consecutive three (3) years i.e. from 3
September, 2022 till 2 September, 2025.
In the opinion of the Board the above Independent Directors appointed/reappointed
during the period under review are persons of integrity with due expertise and experience
and have either exempted from the proficiency test or cleared the proficiency test.
2. Dr. E.R.C Shekar (DIN - 00013670) and Mr. Kumar Jitendra Singh (DIN - 00626836),
Directors (Category- Non-executive, Independent) of the Company have ceased to be the
Directors of the Company w.e.f. 28 September, 2022 due to completion of their second term
as an Independent Directors of the Company.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under Section
149 (6) of the Act and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ['Listing Regulations'].
IV. PROPOSED CHANGES RELATED TO DIRECTOR/S TO BE PLACED BEFORE THE MEMBERS FOR THEIR
APPROVAL :
1. Pursuant to Section 152 of the Act read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 (as amended), Mr. Suhrit Bhardwaj (DIN: 02318190),
Director [Category Non-Independent, Non-Executive] of the Company, who retires by rotation
and being eligible, offers himself for re-appointment. The Board recommends his
re-appointment as a Director (with existing category) of the Company for the approval of
the Members at the ensuing 37 Annual General Meeting in the interest of the Company.
2. Pursuant to provisions of Section 196, 197, 198, 203 and other applicable
provisions, if any, of the Act, Schedule V to the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any
statutory modifications and/or re-enactment thereof for the time being in force) and the
Listing Regulations, the Board of Directors at its 193 Meeting held on 29 May, 2023, on
the recommendation of the Nomination and Remuneration Committee (NRC) of the Board, has
approved and recommended the reappointment of Mr. Surendra Kumar Gupta (DIN - 00054836),
as the Deputy Managing Director (Category - Non-Promoter, Executive), designated Key
Managerial Personnel of the Company liable to retire by rotation for a further period of
three (3) years effective 30 July, 2023, in the interest of the Company.
3. Pursuant to provisions of Section 196, 197, 198, 203 and other applicable
provisions, if any, of the Act, Schedule V to the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any
statutory modifications and/or re-enactment thereof for the time being in force) and the
Listing Regulations, the Board of Directors at its 194 Meeting held on 11 August, 2023, on
the recommendation of the Nomination and Remuneration Committee (NRC) of the Board has
approved and recommended the re- appointment of Mr. Ramchandra Vasant Dalvi (DIN -
00012065), as the Director (Technical) (Category - Non-Promoter, Executive), designated
Key Managerial Personnel of the Company liable to retire by rotation, for a further period
of three (3) years effective 14 August, 2023, in the interest of the Company.
4. The first fixed term of Mr. Anand Sadashiv Kapre (DIN- 00019530), as a Director
(Category Non-executive, Independent) of the Company, is expiring on 20 September, 2023.
Pursuant to Section 149, 152 of the Act, Schedule IV to the Act, read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 (as amended) and the Listing
Regulations, the Board of Directors, on the recommendation of Nomination and Remuneration
Committee, recommends the re-appointment of Mr. Anand Sadashiv Kapre, as a Director
(Category Non-executive, Independent) not liable to retire by rotation, to hold the office
for a fixed second term of consecutive three (3) years, from 21 September, 2023 till 20
September, 2026. The Company has received a self-declaration from Mr. Anand Sadashiv Kapre
to the effect that he meets the criteria of independence as provided in Section 149(6) of
the Act and Regulation 16(1)(b) of the Listing Regulations.
The Company has also received the self-declaration/s from Mr. Suhrit Bhardwaj, Mr.
Anand Sadashiv Kapre, Mr. Surendra Kumar Gupta and Mr. Ramchandra Vasant Dalvi, inter-alia
to the effect that, (i) they were/are not disqualified from being appointed as the
Director of the Company in terms of the provisions of Section 164 of the Act and have
submitted their consent to act as the Director of the Company; (ii) they were or are not
debarred from holding the office of the Director pursuant to any order of the SEBI or such
other authority in terms of SEBI's Circular No. LIST/COMP/14/2018-19 dated 20 June, 2018
on the subject "Enforcement of SEBI Orders regarding appointment of Directors by
listed Companies".
The Company has received a notice in writing under Section 160 of the Act from Members
proposing the candidatures of Mr. Anand Sadashiv Kapre, Mr. Surendra Kumar Gupta and Mr.
Ramchandra Vasant Dalvi for the office of the Directors of the Company.
5. In view of change in the strength of the Board of the Company and second amendment
dated 14 June, 2023 to the Listing Regulations, it is proposed to change the category of
Mr. Ravi Bhushan Bhardwaj [DIN 00054700], Non-executive Chairman of the Company from a
Director not liable to retire by rotation to a Director liable to retire by rotation
pursuant to the applicable provisions of the Act read with the Rules made there under.
Except the above, there is no change in the composition of the Board of Directors during
the period under review.
12. NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2022-23 under review, 5 meetings of the Board of Directors of
the Company were held on (i) 29 April, 2022, (ii) 27 May, 2022, (iii) 12 August, 2022,
(iv) 12 November, 2022 and (v) 7 February, 2023.
13. DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors confirms:-
i. That in the preparation of the Annual Accounts (Financial Statements), the
applicable Accounting Standards had been followed along with proper explanation, relating
to material departures;
ii. That the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
Financial Year and of the profit of the Company for that Financial Year;
iii. That the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. That the Directors had prepared the Annual Financial Statements on a going concern
basis;
v. That the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
vi. That the Directors had devised a proper system to ensure compliance with the
provisions of all applicable laws and regulations and that such systems were adequate and
operating effectively.
14. COST RECORDS
Pursuant to the amendment to the Companies (Accounts) Rules, 2014 vide MCA's
Notification dated 31 July, 2018, the Board of Directors do confirm that the maintenance
of cost records as specified by the Central Government under Sub-section (1) of Section
148 of the Act, is required by the Company and accordingly, such accounts and records are
made and maintained by the Company for the Financial Year 2022-23.
15. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Listing Regulations, has introduced the new reporting on Environmental, Social
& Governance (ESG) parameters called the Business Responsibility and Sustainability
Report (BRSR), in place of the Business Responsibility Report (BRR). The BRSR reporting is
applicable to the top 1000 listed entities (by market capitalisation) on a mandatory basis
from FY 2022-23.
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Company has prepared
the Business Responsibility and Sustainability Report for the year 2022-23, which forms a
part of this Annual Report and also disseminated on the Company's website and can be
accessed at www.sunflagsteel.com.
16. COMMITTEE(S) OF THE BOARD
The Board has constituted all the requisite Committee(s) of the Board, namely Audit
Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee,
Corporate Social Responsibility (CSR) Committee, Share Transfer Committee, Risk Management
Committee, Project Monitoring Committee and Sub-committee of the Board, pursuant to the
provisions of the Act, read with the rules made there under and the Listing Regulations.
The details of its constitution, objective or terms of reference and other related
information have been provided in the Corporate Governance Report, which forms part and
parcel of the Board's Report.
17. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive, non-executive and
independent directors to maintain the independence of the Board, and separate its
functions of governance and management. As of 31 March, 2023, the Board had twelve
members, four of whom are executive directors, two non-executive and non-independent
directors and six independent directors. Two of the independent directors on the Board are
women. The details of Board and Committee composition, tenure of directors, areas of
expertise and other details are available in the Corporate Governance Report that forms
part of this Integrated Annual Report.
The policy of the Company on directors' appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under sub-section (3) of Section 178 of the Act, is
available on our website at www.sunflagsteel.com.
18. RISK MANAGEMENT
The Risk Management Committee assists the Board in ensuring that all material risks
including but not limited to the risks related to business operations, cyber security,
safety, compliance, control etc. have been identified, assessed and adequate risks
mitigation controls are in place. The details of Risk Management Committee, its
constitution, objective/ terms of reference and other related information have been
provided in the Corporate Governance Report, which forms part and parcel of the Board's
Report.
The Company has developed and implemented Risk Management Policy including
identification therein of elements of risk, which in the opinion of the Board may threaten
the existence of the Company. The Risk Management Policy is available on the Company's
website at www.sunglagsteel.com.
19. AUDITORS
I. STATUTORY AUDITORS AND THEIR REPORT:-
M/s. NSBP & Co., Chartered Accountants, New Delhi (ICAI Firm Registration No.
001075N, Peer Review Certificate No. 009284), were appointed as the Statutory Auditors of
the Company at the 34 Annual General Meeting (AGM) of the Company held on 21 September,
2020 for a fixed first term of 5 years from the conclusion of 34 Annual General Meeting
until the conclusion of the 39 Annual General Meeting to be held for the Financial Year
2024-25.
The Independent Auditors' Report (Standalone and Consolidated) submitted by M/s. NSBP
& Co., Chartered Accountants, New Delhi, the Statutory Auditors to the Members of the
Company for the Financial Year 2022-23 do not contain any qualification. The observations
made by the Statutory Auditors in their report are self-explanatory and have also been
further amplified in the Notes to the Financial Statements and as such, do not call for
any explanations.
During the Financial Year 2022-23 under review : a) there has been no fraud occurred,
noticed and/or reported by the Statutory Auditors under Section 143(12) of the Act, read
with the Companies (Audit and Auditors) Rules, 2014 (as amended);
b) the observations made by the Statutory Auditors on the financial statements for the
Financial Year 2022-23 under review including the affairs of the Company are
self-explanatory and do not contain any qualification, reservation, adverse remarks or
disclaimer.
As such, no specific information, details or explanations are required to be given or
provided by the Board of Directors of the Company.
II. COST AUDITORS AND THEIR REPORT
Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors, on the
recommendation of the Audit Committee of the Company, has appointed M/s. G. R. Paliwal
& Company, Cost Accountants, Nagpur (Firm Registration No. 100058), as the Cost
Auditors of the Company, for the Financial Year 2023-24 and has also recommended their
remuneration to the Members of the Company for their ratification at the ensuing 37 Annual
General Meeting of the Company.
The said Cost Auditors have furnished a Certificate of their eligibility for
appointment pursuant to Section 141(3)(g), Section 148(5) of the Act, read with the rules
made there under, Certificate for independence and arms' length relationship with the
Company and have also confirmed about their not being disqualified for such appointment
within the meaning of Section 141(3) of the Act.
Pursuant to the applicable provisions of the Act read with the Rules made there under,
the Statements, Annexures, Proforma, annexed to the Cost Audit Report in Form No. CRA-3,
to be submitted by the said Cost Auditors with the Central Government in e- Form No.
CRA-4, for the Financial Year 2021-22 was filed vide SRN F23289630 dated 31 August, 2022.
Moreover, the Statements, Annexures, and Proforma annexed to the Cost Audit Report in
Form No. CRA-3, to be submitted by the said Cost Auditors with the Central Government in
e-Form No. CRA-4, for the Financial Year 2022-23, do not contain any adverse remarks and
qualifications, is self-explanatory and do not call for any further explanation/s by the
Company.
III. SECRETARIAL AUDITORS AND THEIR REPORT
M/s. Mukesh Parakh & Associates, Company Secretaries, Nagpur [Unique Identification
Number S2015MH344000], were appointed as the Secretarial Auditors of the Company, for the
Financial Year 2022-23.
The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial
Auditors is attached as an Annexure III, which forms an integral part of the
Board's Report, do not contain any adverse remarks and qualifications, is self-explanatory
and do not call for any further explanations by the Company.
Further, the Board of Directors of the Company at its 194 Meeting held on 11 August,
2023 has approved the re-appointment of M/s. Mukesh Parakh & Associates, Company
Secretaries, Nagpur [Unique Identification Number S2015MH344000], as the Secretarial
Auditors of the Company for the Financial Year 2023-24.
IV. INTERNAL AUDITORS AND THEIR REPORT
M/s. S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi (ICAI Firm
Registration No. 000756N) were appointed as the 'Internal Auditors' of the Company for the
Financial Year 2022-23.
The Internal Audit finding/s and report/s submitted by M/s. S. S. Kothari Mehta &
Co., Chartered Accountants, New Delhi, from time to time, during the Financial Year
2022-23 put before the Audit Committee of the Company, do not contain any adverse remarks
and qualifications and they are self-explanatory and do not call for any further
explanation/s by the Company.
Further, the Board of Directors at its meeting held on 7 February, 2023, on the
recommendation of the Audit Committee, has reappointed M/s. S. S. Kothari Mehta & Co.,
Chartered Accountants, New Delhi (ICAI Firm Registration No. 000756N) as the 'Internal
Auditors' of the Company for the Financial Year 2023-24.
20. PERSONNEL / PARTICULARS OF EMPLOYEES
The information required to be provided pursuant to the provisions of Section 197 of
the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
a) The ratio of the remuneration of each Executive Director to the median remuneration
of the employees of the Company for the Financial Year 2022-23 ended on 31 March, 2023:
Executive Director(s) |
Ratio to Median remuneration of employees |
Mr. Pranav Bhardwaj - Managing Director |
32.99: 1 |
Mr. Surendra Kumar Gupta - Deputy Managing Director |
21.45: 1 |
CA Rambhatla Muralidhar - Director (Finance) |
17.31: 1 |
Mr. Ramchandra Vasant Dalvi Director (Technical) |
15.54: 1 |
b) The percentage increase in remuneration of each Director, Chief Executive
Officer, Chief Financial Officer, Company Secretary in the Financial Year 2022-23 ended on
31 March, 2023:
Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary |
% Increase (decrease) in remuneration over previous Financial Year |
Mr. Pranav Bhardwaj - Managing Director |
4.03 |
Mr. Surendra Kumar Gupta - Deputy Managing Director |
3.70 |
CA Rambhatla Muralidhar - Director (Finance) |
5.78 |
Mr. Ramchandra Vasant Dalvi - Director (Technical) |
1.77 |
CS Ashutosh Mishra - Company Secretary |
7.94 |
S. Mahadevan Iyer Chief Financial Officer |
8.43 |
c) The percentage increase in the median remuneration of employees in the Financial
Year 2022-23 ended 31 March, 2023: 18.69%.
d) The number of permanent employees on the rolls of Company as on 31 March, 2023: 1140.
e) Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last Financial Year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
The average percentage increase in the salary of the Company's employee excluding
Managerial Personnel was 8.31%. The percentage increase in salary of Managerial personnel
during the period was 4.52%.
f) Affirmation: Remuneration paid to Director/s, Key Managerial Personnel and Employees
of the Company is as per the remuneration policy of the Company.
g) Statement of Particulars of Employees as per Section 197 of the Act, read with rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 as amended, and forming part of the Directors' Report for the year ended 31
March, 2023 is as below:
Sr. Name of the No. Employee |
Designation/ Nature of Employment |
Age / Qualification |
Experience (Years) |
Remuneration (Rs. in Lakh) |
Last Employment |
Date of Appointment |
Equity holding % |
1. Mr. Pranav Bhardwaj |
Managing Director |
49, B.Sc. (Chemistry & Business Management) |
24.04 |
Salary - 224.84 Comm - 540.96 ission |
Not Applicable |
01-12-1998 |
0.89 (1612140 shares) |
2. Mr. Surendra Kumar Gupta |
Deputy Managing Director |
74, PGD (DBM), B.E. (M) D. Engg. (M) |
55.07 |
146.23 |
Coventry Springs |
05-09-1992 |
- |
3. CA R. Muralidhar |
Director (Finance) |
68, M.Com., C.A. |
43.02 |
117.98 |
BALCO |
06-10-1993 |
- |
4. Mr. Ramchandra Dalvi |
Director (Technical) |
72, B.Tech (Metallurgy) |
40.08 |
105.95 |
Sanika Hospitality- Own Venture |
03-08-2015 |
- |
5. Mr. D. D. Khonde |
Chief Operating Officer |
48, B.Tech (Mech), PGPBA, D. Engg(CHE) |
27.04 |
89.47 |
PT. Gunung Garuda, Indonesia |
01-12-2012 |
- |
6. Mr. Jitendra Singh |
Chief Marketing Officer |
58, M.Tech (MET), B.E. (MET) |
34.03 |
89.45 |
Punjab Concast Steels |
21-12-1998 |
- |
7. Mr. S. K. Chanda |
Head-Marketing |
54, MBA (MKT), B.E. (MET) |
30.07 |
81.57 |
Mukand Ltd. |
04-09-2003 |
0.0001 (200 Shares) |
8. Mr. D.S. Kalne |
VP (Finance) |
67, C.A. |
39.10 |
67.62 |
Orient Cordage Pvt. Ltd. |
01-06-1989 |
- |
9. Mr. S. Mahadevan |
Chief Financial Officer |
57, MBA (Finance), PG Diploma in Financial Management. |
38.00 |
65.04 |
Safari Sales Industries Ltd. |
14-09-1990 |
0.0004 (800 Shares) |
10. Mr. Malepati Thejo Vardhan |
Business Head - Super Alloys & Forging |
52, BE (PROD) |
28.08 |
61.38 |
Canpack India Pvt. Ltd. |
20-10-2021 |
- |
Note : i. Remuneration includes Salary and allowances. In the case of Mr. Pranav
Bharadwaj, it includes Salary, allowances and commission.
ii. None of the above employees are related to any Director or Manager except Mr.
Pranav Bhardwaj, Managing Director, who is relative of Mr. Ravi Bhushan Bhardwaj, Non-
executive Chairman and Mr. Suhrit Bhardwaj, Non-executive, Non-Independent Director of the
Company.
21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the
Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in the Annexure
- I to this report.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013 (ACT')
The particulars of Loans, Guarantees or investments given or made by the Company
under Section 186 of the Act, are disclosed in the Notes to the Financial Statements of
the Company for the Financial Year 2022-23.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF
THE COMPANIES
ACT, 2013 (ACT') a) Details of contracts or arrangements or transactions not
at arm's length basis: There are no such transactions and hence not applicable. b)
Details of contracts or arrangements or transactions at arm's length basis:
The details of contracts or arrangements or transactions in the ordinary course of
business and at arm's length basis are as given below:
Pursuant to clause (h) of sub-section (3) of Section 134 of the Act, and Rule 8(2) of
the Companies (Accounts) Rules, 2014 (as amended):
Name of the related party and nature of relationship |
Nature of contracts / arrangements / transactions |
Duration of contracts / arrangements / transactions |
Salient terms of the contracts / arrangements / transactions,
including the value, if any |
Dates of approval / ratification by the Board, if any |
Consideration Amount for the FY 2022-23 |
Haryana Television Limited [Associate Enterprise] |
Ordinary course of Business and at Arm's length |
Continuing |
Refundable Security Deposit |
26.06.2020 and ratified on 29.05.2021 |
Rs28,20,000/- (Continuing from Previous years) |
|
|
|
|
27.05.2022 & 29.05.2023 |
|
Haryana Television Limited [Associate Enterprise] |
Ordinary course of Business and at Arm's length |
Continuing |
Lease Rent paid for Company's Office and Godown at Faridabad |
26.06.2020 and ratified on 29.05.2023 |
Rent Rs56,99,400/- for the FY 2022-23 |
Ramesh Sunwire Private Limited [Joint Venture] |
Ordinary Course of Business and at Arm's length |
2022-23 |
Sale of Wire Rods |
10.02.2022 |
Rs35,04,81,803/- in the FY 2022-23 |
Ramesh Sunwire Private Limited [Joint Venture] |
Ordinary Course of Business and at Arm's length |
2022-23 |
Purchase of scrap of Wire Rods & others |
10.02.2022 |
Rs25,02,800/- in the FY 2022-23 |
Shrihari Coal and Power Private Limited |
Ordinary Course of Business and at Arm's length |
2022-23 |
Transportation Contract |
29.04.2022; 12.08.2022, 12.11.2022 |
Rs45,21,24,427/- in the FY 2022-23 |
Note: Particulars of contracts or arrangements or transactions with related parties are
not given in Form AOC-2, during the Financial Year 2022-23 under review as the Company has
not entered into any contracts or arrangements or transactions which are material in
nature or are not at arm's length.
24. LISTING OF SHARES
The Equity Shares in the capital of the Company continued to be listed with and
actively traded on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
The listing fees for the Financial Year 2023-24 have been paid to both the Stock Exchanges
(BSE and NSE) within the stipulated time.
25. DEMATERIALISATION OF SHARES
st
As on 31 March, 2023, there were 11,14,37,747 Equity Shares dematerialised through
depositories viz. National Securities Depository Limited (NSDL) and Central Depository
Services Limited (CDSL), which represents about 61.83% of the total issued, subscribed and
paid-up capital of the Company.
26. ANNUAL RETURN
Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act, copies of the
Annual Returns of the Company have been uploaded on the Company's website
www.sunflagsteel.com and can be accessed at weblink-
https://sunflagsteel.com/wp-content/uploads/2023/08/Annual_Return_March_2023.pdf
27. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The detailed information related to the dividend declared by the Company in the
previous year/s together with the amount remained unpaid or unclaimed, its transfer to the
Investor Education and Protection Fund are provided in the Notes annexed to the Notice
convening the 37 Annual General Meeting of the Company. To avoid repetition, the
Shareholders of the Company are advised to refer the said Notes for detailed information
on the subject matter.
28. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Ministry of Corporate Affairs (MCA) has notified "Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016" (the
Rules), which have come into force from 7 September, 2016. The said Rules, amongst other
matters, contain provisions for transfer of all shares in respect of which dividend has
not been claimed for 7 consecutive years or more, in the name of 'IEPF Demat Account'.
Accordingly, the Company has so far transferred 31,69,315 Equity Shares constituting about
1.759% of the total issued, subscribed and paid-up capital. The voting rights on these
shares shall remain frozen till the rightful owner of such shares claim the Equity Shares
from the IEPF Authority. The IEPF Authority has laid down the detailed procedure for
claiming both Dividend as well as Equity Shares, by the Shareholders or Investors of the
Company.
29. CORPORATE GOVERNANCE
The Company is committed to maintaining the highest standards of Corporate Governance
and adhere to the Corporate Governance practices or requirements as set out in the Listing
Regulations by the SEBI, enforced through the Stock Exchange/s (BSE and NSE). The Company
has also implemented several best Corporate Governance practices as prevalent globally.
Your Board of Directors are pleased to report that your Company has complied with the
SEBI Guidelines on Corporate Governance for the Financial Year 2022-23 relating to the
Listing Regulations. Certificates from M/s. Mukesh Parakh & Associates, Company
Secretaries, Nagpur (Unique Identification Number S2015MH344000) confirming compliance
with conditions as stipulated under Listing Regulations and Non-disqualification of
Directors are annexed to the Corporate Governance Report, which forms an integral part of
the Board's Report of the Company.
30. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company's Steel plant is located at Bhandara Road, Village Warthi, Tahsil Mohadi,
District Bhandara in the State of Maharashtra. It is located at a distance of about 12
kilometers from the Bhandara District Headquarters. The unit is surrounded by 7 villages
in the radius of 5 KMs. The Company is having its captive Coal Mines at Belgaon, Village
Aathmurdi, District Chandrapur in the State of Maharashtra. The Company's CSR activities
as per its CSR Policy are to the best possible implemented in all the areas close to the
manufacturing facilities (Steel Plant) and coal mines of the Company.
All the activities and programs covered under SISCO CSR are being monitored by the CSR
Committee and are implemented by the CSR Sub-committee through an Implementing Agency.
Sunflag Foundation (CIN-U 74999 MH 2017 NPL 289961) a Section 8 Company (A Company not
for Profits) was incorporated on 27 January, 2017 as a Wholly-owned Subsidiary of Sunflag
Iron and Steel Company Limited. The said Company has been appointed as an implementing
agency to carry out the Corporate Social Responsibility (CSR) activities as per CSR Policy
of the Company within the framework of applicable provisions of law.
Accordingly, Sunflag Foundation is implementing all the CSR activities, budget and
accounts for the same, the manner in which the CSR amount has been spent or to be spent,
etc. and in turn, furnishes its report to the Company on regular basis. As required, the
details pertaining to the Corporate Social Responsibility (CSR) activities together with
details of expenditure is enclosed as an Annexure II, which forms an integral part
of the Board's Report of the Company.
31. CODES OF CONDUCT OF BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER
TRADING AND OTHER CODES / POLICIES
The Board of Directors are pleased to report that your Company has complied with the:-
i. Code of Conduct of Business Principles and Conduct; ii. Code of Prevention of Insider
Trading in Sunflag Securities by the designated persons [Insider] (as amended from time to
time); iii. Code for Vigil Mechanism - Whistle Blower Policy; iv. Code for Independent
Directors; v. Corporate Social Responsibility (CSR) Policy;
vi. Risk Management Policy, which includes identification of elements of risk, if any,
which in the opinion of the Board of Directors may threaten the existence of the Company;
vii. Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations,
2015);
viii. Policy for determining of 'material' Subsidiary (Regulation 16 of the SEBI (LODR)
Regulations, 2015);
ix. Policy on materiality of related party transaction/s and on dealing with related
party transactions (Regulation 23 of the SEBI (LODR) Regulations, 2015);
x. Policy for determination of materiality, based on specified criteria and
accordingly, grant authorisation for determination of materiality of events (Regulation 30
of the SEBI (LODR) Regulations, 2015);
xi. Nomination and Remuneration Policy; xii. Dividend Distribution Policy; xiii.
Sunflag Iron and Steel Company Limited Business Responsibility and Sustainability Policy;
and
xiv. Sunflag policy for Quality, Environment, Health and Safety, Stakeholders'
Engagement, Human Rights, Waste Management, Biodiversity and Grievance Redressal of the
Company.
The aforesaid code(s) and policy(ies) are available on the Company's Website www.sunflagsteel.com.
32. MATERIAL DEVELOPMENT IN HUMAN RESOURCES
HUMAN RESOURCES
An improvement in employee productivity is the key focus area for the Company, whereby
achieving benchmark performance in this area, year on year, is a major goal for the
Company led by its Human Resource Department.
The emphasis on the people of the organisation stems from the belief that human
resource is the key factor to achieve success in any business. Sunflag Steel has always
been a front runner in its human resource practices with many pioneering policies in the
area of human resources. Our human resource practices are based on the values of Sunflag
Steel with emphasis on respect, dignity, unity and fostering a culture of togetherness.
Employees' competencies and skills were enhanced by exposing them to several internal and
external training programs. Various measures were taken to improve motivation level of
each employee. As a result, many improvements were seen, where initiatives were undertaken
to bring about a change in culture and mind set of the workforce of the Company.
PRVEVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
Sunflag Iron and Steel Company Limited ("the Company") has in place an
Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and an Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees, etc.) are covered
under this Policy. Pursuant to the amendment to the Companies (Accounts) Rules, 2014 vide
MCA's Notification dated 31 July, 2018, the Board of Directors do confirm that the Company
has complied with provisions relating to the constitution of an Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 [14 of 2013].
The Certificate by the Managing Director and Deputy Managing Director of the Company,
to that effect is enclosed herewith as an Annexure - IV and forms an integral part
of the Board's Report of the Company.
HEALTH AND SAFETY
Health and safety remains the Company's highest priority and aspires to be the steel
industry benchmark in health & safety. The Health & Safety of the workforce is of
utmost importance and hence the need was felt for the same to percolate from the top
leadership in the form of learning and experience-sharing.
Several initiatives were undertaken during the Financial Year to improve health &
safety standards of the Company. Steps were taken to improve competency and capability for
hazard identification and risk management. Further, departmental safety coordinator/s are
at place for monitoring and training on safety related matters at shop-floor. The Safety
Committee and Apex Committee are available for periodical review on health, safety and
environment of all department/s of the Company. As a part of regular assignment, training
programs on safety are being organised for New Joinee, as well as for regular employees
and contract labour/s, and as a part of this, mock-drills are conducted for practical
exposure to meet emergency need on quarterly basis. The Safety signage, SOPs / Work
Instructions are displayed at various designated locations at the Works and Offices of the
Company.
To ensure safety at work site, On-Line Safety Training is provided through
"KIOSK" to concerned workers, mainly for safe working at height, safety while
Fork Lift operation, safe material handling with Hydra Cranes and to truck drivers.
After successful completion of safety training, safety pass is being issued to them,
which is valid for 6 months.
33. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal control systems and procedures commensurate
with the size and nature of business. These procedures are designed to ensure : a) that
all assets and resources are used efficiently and are adequately protected; b) that all
the internal policies and statutory guidelines are complied with; and c) that the accuracy
and timing of financial reports and management information is maintained.
34. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There have been no material changes and commitments, affecting the financial position
of the Company which have occurred between the end of the Financial Year of the Company
under review to which the financial statements relate and the date of this Board's Report.
As such, no specific details are required to be given or provided.
35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the Financial Year 2022-23, no significant and material order is passed by any
of the Regulators or Courts or Tribunals impacting the going concern status and the
Company's operations in future. As such, no specific details are required to be given or
provided.
36. COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors confirms that the Company, has duly complied with the applicable
Secretarial Standards, namely Secretarial Standard-1 ('SS-1') on Meetings of the Board of
Directors and Secretarial Standard-2 ('SS-2') on General Meetings, during the Financial
Year 2022-23.
37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of operations, performance and future outlook of your Company and its
businesses is given in the Management Discussion and Analysis, which forms part of this
Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
38. OTHER DISCLOSURES a) The details regarding Board and its Committee Meeting/s,
Evaluation of Board performance, Self-Declaration by the Independent Director/s,
Remuneration policy for Director/s and KMP's, Induction, training and familiarisation
programmes for the Director/s including Independent Director/s and such other related
information has been provided under the Corporate Governance Report, which forms an
integral part of the Board's Report of the Company. b) During the year under review there
were no change in the Subsidiaries, joint ventures and associate of the Company. c) During
the year under review there are no proceedings initiated/pending against your Company
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) which materially impact the
business of the Company. d) There were no instances where your Company required the
valuation for one time settlement or while taking the loan from the Banks or Financial
institutions.
39. ENCLOSURES a) Annexure I : Report on Energy Conservation, Technology Absorption
and Foreign Exchange Earnings and Outgo; b) Annexure II : Annual Report on Corporate
Social Responsibility (CSR) activities together with expenditure details; c) Annexure III
: Secretarial Audit Report in Form No. MR-3; d) Annexure IV : Certificate on Prevention of
Sexual Harassment of Women at the Workplace and its Prohibition & Redressal.
40. ACKNOWLEDGEMENT
The Board of Directors acknowledge with thanks, co-operation and assistance received by
the Company from the Shareholders, Consortium and other Banks or Lenders, Central, State
Government and Local Authorities, and other external agencies involved in the overall
business operations of the Company.
The Board of Directors also record its appreciation for the dedication of all the
employees of the Company and their support and commitments to ensure that the Company
continues to grow.
|
For and on behalf of the Board |
|
|
Pranav Bhardwaj |
Surendra Kumar Gupta |
Nagpur |
Managing Director |
Deputy Managing Director |
11 August, 2023 |
DIN - 00054805 |
DIN - 00054836 |