Mar 31, 2025
Your Directors are pleased to present the 13th Annual Report on the business and operations of the Company
together with the Audited Financial Statements for the Financial Year ended 31st March, 2025.
The table below depicts the financial performance of your Company for the Financial Year ended 31st March,
2025.
|
Particulars |
Standalone |
Consolidated |
|
|
2024-25 |
2023-24 |
2024-25 |
|
|
Net Revenue from Operations (A) |
73,703.95 |
73,141.28 |
73,703.95 |
|
Other Income (B) |
762.35 |
752.45 |
762.35 |
|
Total Revenue (A) (B) |
74,466.30 |
73,893.73 |
74,466.30 |
|
Earnings before Interest, Tax, De¬ |
2,429.91 |
2,540.46 |
2477.18 |
|
Finance Costs |
219.03 |
276.72 |
219.03 |
|
Depreciation and Amortization |
504.37 |
473.80 |
504.37 |
|
Profit Before Tax (PBT) |
1,706.52 |
1,789.94 |
1,753.77 |
|
Tax expense |
463.54 |
449.42 |
463.54 |
|
Profit After Tax (PAT) |
1,242.98 |
1,340.52 |
1,290.23 |
Your Company has achieved total revenue ? 74,466.30 Lakhs as compared to ? 73,893.73 Lakhs in the
previous year but the EBITDA margins took a hit due to lower realization in Billets and Rolled products dur¬
ing the year but March 2025 onwards realizations have significantly improved and your Company expect to
generate better margin going forward.
MATERIAL CHANGES AND COMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSI¬
TION OF THE COMPANY. HAVING OCCURRED SINCE THE END OF THE YEAR TILL THE
DATE OF THIS REPORT
No material changes and commitments affecting the financial position of the Company have occurred during
the Financial Year and the date of this report.
Your Company is into the manufacturing of diversified products of secondary Steel through Induction Fur¬
nace route and currently operating a Steel Melting Section to produce semi-finished product (i.e. Billet) and
Rolling Mill Section to produce Wire Rods, HB Wires, and Binding Wires etc. There has been no change in
the nature of business of the Company during the Financial Year.
The Board of Directors has recommended a Dividend of? 0.50 per Equity Share having face value of ? 10
each @ 5 % subject to the approval of the Members at the ensuing Annual General Meeting ("AGM"), payable
to those Shareholders whose names appear in the Register of Members as on the Book Closure/Record Date.
In the previous year, the Company had paid ? 0.50 per Equity Share having face value of ? 10 each @ 5%.
Pursuant to the requirements of Regulation 43 A of the Securities and Exchange Board of India (Listing Ob¬
ligations and Disclosure Requirements) Regulations, 2015 ("LODR"), the Dividend Distribution Policy is not
applicable to our Company.
There were no changes in the credit ratings of the Company. Credit Rating of the Company is âBBB â Out¬
look: Stable for Long Term Bank Facilities and âA2â for Short Term Bank Facilities as assigned by CARE
Ratings Limited.
All the Equity Shares of the Company are in Dematerialized Form with either of the depositories viz. NSDL
and CDSL. The ISIN No. allotted is INE00SY01011.
The Company has not transferred any amount to the General Reserve for the Financial Year ended 31st March,
2025.
Cash and cash equivalents as at 31st March, 2025 were ? 8,60,000 (Previous year ? 15,65,000). The Company
continues to focus on judicious management of its Working Capital, Receivables, and Inventories. Other
Working Capital parameters were kept under strict check through continuous monitoring.
During the year under review, there was no change in Capital Structure of the Company. The Authorized
Share Capital of the Company is ? 15,00,00,000 divided into 15000000 equity shares of ? 10 each. The Paid-
Up Equity Share Capital of the Company is ? 11,52,52,780 divided into 1,15,25,278 equity shares of? 10
each. The Shares of the Company are listed on the SME platform of BSE Limited.
During the year under review, your Company neither has issued any shares with differential voting rights nor
has granted any stock options or sweat equity. The Company has paid Listing Fees for the Financial Year
2025-26 to the Stock Exchange where its Equity Shares are listed. ___
The Board of Directors of the Company had Mr. Tuhinanshu Shekhar Chakrabarty, Mrs. Bhawna Khanna
and Mr. Rajan kumar Manchanda as the Independent Directors as on 31st March, 2025.
During the year, Mr. Vijay Kumar Bhandari ceased to be Independent Director w.e.f 08th October, 2024 due
to his demise. The Company has appointed Mr. Rajan Kumar Manchanda as Independent Director of the
Company w.e.f 13th November 2024.
Pursuant to Regulation 149(7) of the Act, all the Independent Directors have given declaration confirming
that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Securities
and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinaf¬
ter âSEBI LODR Regulationâ).
In terms of Regulation 25(8) of the SEBI LODR, the Independent Directors have confirmed their ability to
discharge their duties with an objective of independent judgement and without any external influence. The
Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names
in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms
of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are
persons of high integrity. They also fulfill the conditions specified in the Act, Rules made thereunder and as
per SEBI LODR and are independent of the Management.
In accordance with the provisions of Section 152(6) and other applicable provisions of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Dilipp Agarwal (DIN:00343856), Director of the
Company would retire by rotation from the Board and being eligible, offers himself for reappointment. The
above appointment is subject to the approval of the shareholders in the ensuing Annual General Meeting of
the Company.
The Disclosures as required for re-appointed Directors is disclosed in the Notice.
During the year under review, Mr. Sudipto Bhattacharyya had resigned from the post of Whole-Time Director
W.e.f 29th September, 2024. The Company had appointed Mr. Rudranarayan Jana as Whole-Time Director
of the Company w.e.f 13th November 2024.
Mr. Shyam Sundar Somani, Chief Financial Officer and Mr. Navin Agarwal, Company Secretary and Com¬
pliance Officer are continuing to be the Key Managerial Personnel of the Company during the year-end 31st
March, 2025.
The Board confirms that none of the Directors of the Company is disqualified from being appointed as Di¬
rector in terms of Section 164 of the Companies Act, 2013 and necessary declaration has been obtained from
all the Directors in this regard.
Below Table mentions the List of Directorâs and Key Managerial Personnel as on the date of this report:-
|
SI. No. |
Name of the Director |
DIN/ PAN |
Designation |
|
1. |
Mr. Dilipp Agarwal |
00343856 |
Chairman & Non-Executive Director |
|
2. |
Mr. Rudranarayan Jana |
06584512 |
Whole-Time Director |
|
3. |
Mr. Deepak Agarwal |
00343812 |
Non-Executive Director |
|
4. |
Mr. Tuhinanshu Shekhar |
05328779 |
Independent Director |
|
5. |
Mrs. Bhawna Khanna |
06886294 |
Independent Director |
|
6. |
Mr. Rajan Kumar Manchanda |
10768512 |
Independent Director |
|
7. |
Mr. Shyam S. Somani |
AROPS8739D |
Chief Financial Officer |
|
8. |
Mr. Navin Agarwal |
ADAPA8126G |
Company Secretary |
During the Financial Year 2024-25, total of Four (4) Meetings of the Board of Directors were held on; 24¬
05-2024; 07-09-2024; 13-11-2024 and 11-03-2025. The maximum time-gap between any two consecutive
Meetings did not exceed 120 days.
The names of Members of the Board, their attendance at the Board Meetings are as under:
|
SI. No. |
Name of Directors |
Number of |
|
1. |
Mr. Dilipp Agarwal (Chairman & Non-Executive Director) |
1/4 |
|
2. |
Mr. Sudipto Bhattacharyya (Whole-Time Director ) |
1/4 |
|
3. |
Mr. Rudranarayan Jana (Whole-Time Director) |
1/4 |
|
4. |
Mr. Deepak Agarwal (Non-Executive Director) |
4/4 |
|
5. |
Mr. Vijay Kumar Bhandari (Independent Director) |
0/4 |
|
6. |
Mr. Tuhinanshu Shekhar Chakrabarty (Independent Director) |
4/4 |
|
7. |
Mrs. Bhawna Khanna (Independent Director) |
4/4 |
|
8. |
Mr. Rajan Kumar Manchanda(Independent Director) |
1/4 |
Mr. Sudiplo Bhaltacharyya resigned we.f 29* September. 2024.
Mr. Rudranarayan Jana was appointed w. e.f I November. 2024
Mr. Vijay Kumar Bhandari ceased to exist as Independent director w.e.f08th October, 2024 due to his demise.
Mr. Rajan Kumar Manchanda was appointed as Independent Director w.e.fl3''h November, 2024.
There are Four Board Committees as on 31st March, 2025 viz. Audit Committee, Nomination and Remuner¬
ation Committee, Corporate Social Responsibility Committee and Stakeholder Relationship Committee.
The Board has constituted the Audit Committee. The Board of Directors has accepted all the recommenda¬
tions given by Audit Committee during the Financial Year 2024-25. During the Financial Year, Four (4)
Audit Committee Meeting took place dated 24-05-2024; 07-09-2024; 13-11-2024 and 11-03-2025. The com¬
position and attendance of the Members at the Committee Meetings held during the year under review was
as below:
|
SI. No. |
Name of Members |
Number of Meet¬ |
|
1. |
Mr. Vijay Kumar Bhandari (Chairman) |
0/4 |
|
2. |
Mrs. Bhawna Khanna (Chairman) |
4/4 |
|
3. |
Mr. Deepak Agarwal (Member) |
4/4 |
|
4. |
Mr. Tuhinanshu Shekhar Chakrabarty (Member) |
4/4 |
|
5. |
Mr. Rajan Kumar Manchanda (Member) |
1/4 |
Mr. Vijay Kumar Bhandari ceased to exist as Chairman of Audit Committee w.ef 08''h October. 2024 due to his demise
Mrs. Bhawna Khanna was elected as chairman of the Audit Committee w.ef 13* November. 2024
Mr. Rajan Kumar Manchanda was appointed as member of the Audit Committee w.ef 13''1'' November, 2024.
The Board has constituted the Nomination and Remuneration Committee. The Nomination and Remuneration
Committee had two (2) Meeting during the Financial Year dated 24-05-2024 and 13-11-2024. The composi¬
tion and attendance of the Members at the Committee Meeting held during the Financial Year under review
was as helnw:
|
SI. No. |
Name of Members |
Number of Meetings |
|
1. |
Mr. Vijay Kumar Bhandari (Chairman) |
0/2 |
|
2. |
Mr. Rajan Kumar Manchanda (Chairman) |
- |
|
3. |
Mr. Deepak Agarwal (Member) |
2/2 |
|
4. |
Mr. Tuhinanshu Shekhar Chakrabarty (Member) |
2/2 |
Mr. Vijay Kumar Bhandari ceased to exist as Chairman of Nomination and Remuneration Committee w.ef OS"1 October, 2024
Mr. Rajan Kumar Manchanda was appointed as Chairman of the Nomination and Remuneration Committee w.ef I3''h November, 2024.
The Board has constituted the Corporate Social Responsibility Committee. The Corporate Social Responsi¬
bility Committee had One (1) Meeting during the Financial Year dated 24-05-2024. The composition and
attendance of the Members at the Committee Meeting held during the Financial Year under review was as
below:
|
SI. No. |
Name of Members |
Number of Meetings |
|
1. |
Mr. Sudipto Bhattacharyya (Chairman) |
1/1 |
|
2. |
Mr. Rudranarayan Jana (Chairman) |
- |
|
3. |
Mr. Dilipp Agarwal (Member) |
1/1 |
|
4. |
Mr. Tuhinanshu Shekhar Chakrabarty (Member) |
1/1 |
|
5. |
Mr. Deepak Agarwal (Member) |
- |
Mr. Sudipto Bhattacharyya ceased to exist as Chairman of the Corporate Social Responsibility Committee w.e.f29âh September,2024
Mr. Rudranarayan Jana was appointed as Chairman of the Corporate Social Responsibility Committee w.e.f 13''h November. 2024.
Mr. Deepak Agarwal was appointed as Member of the Corporate Social Responsibility Committee w.e.f 13''1'' November,2024.
The Board has constituted the Stakeholder Relationship Committee. The Stakeholder Relationship Commit¬
tee had One (1) Meeting during the Financial Year dated 24-05-2024. The composition and attendance of the
Members at the Committee Meeting held during the Financial Year under review was as below:
|
SI. No. |
Name of Members |
Number of Meetings attended |
|
1. |
Mr. Deepak Agarwal (Chairman) |
1/1 |
|
2. |
Mrs. Bhawna Khanna (Member) |
1/1 |
|
3. |
Mr. Sudipto Bhattacharyya (Member) |
1/1 |
|
4. |
Mr. Rudranarayan Jana (Member) |
- |
Mr. Sudipto Bhattacharyya ceased to exist as member of the Stakeholder Relationship Committee w e.f29''1'' September,2024.
Mr. Rudranarayan Jana was appointed as member of the Stakeholder Relationship Committee w.e.f I3''h November, 2024
Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the
Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration
Committee, has formulated a Remuneration Policy.
The remuneration policy of the Company, inter alia, includes the aims and objectives, principles of remuner¬
ation, guidelines for remuneration/ sitting fees to Executive Directors and Non-Executive Directors, fixed and
variable components in the remuneration package, criteria for identification of the Board Members and ap¬
pointment of senior management.. The Nomination and Remuneration Policy is available on the Companyâs
website www.supershaktimetaliks.com.
⢠The Board Member shall possess appropriate skills, qualification, characteristics and experience. The ob¬
jective is to have a Board with diverse background and experience in business, government, academics,
technology, human resources, social responsibilities, finance, law etc. and in such other areas as may be
considered relevant or desirable to conduct the Company''s business in a holistic manner.
⢠Independent Director shall be person of integrity and possess expertise and experience and/or someone
who the Committee/Board believes could contribute to the growth/philosophy/strategy of the Company.
⢠In evaluating the suitability of individual Board Members, the Committee takes into account many factors,
including general understanding of the Company''s business dynamics, global business, social perspective,
educational and professional background and personal achievements.
⢠Director should possess high level of personal and professional ethics, integrity and values. He should be
able to balance the legitimate interest and concerns of all the Company''s stakeholders in arriving at deci¬
sions, rather than advancing the interests of a particular section.
⢠Director must be willing to devote sufficient time and energy in carrying out their duties and responsibil¬
ities effectively. He must have the aptitude to critically evaluate management''s working as part of a team
in an environment of collegiality and trust.
⢠The Committee evaluates each individual with the objective of having a group that best enables the success
of the Company''s business and achieves its objectives.
In accordance with the provisions of the Companies Act, 2013 (âthe Actâ) and SEBI LODR Regulations,
2015, (SEBI LODR), the annual evaluation process of the individual Directors, the Board and Committees
was conducted. The evaluation process inter alia considers attendance of Directors at Board and committee
meetings, effectiveness of Board process, acquaintance with business, compliance with code of conduct, vi¬
sion and strategy, which is in compliance with applicable laws, regulations and guidelines.
The Board evaluated its performance after seeking inputs from all the Directors. The performance of the
Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of
criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The above criteria
are broadly based on the Guidance Note on Board Evaluation issued by the SEBI. The performance evaluation
of the Chairman and the Non-Independent Directors was carried out by Independent Directors. The perfor¬
mance evaluation of the Independent Directors was carried out by the entire Board. The Directors were sat¬
isfied with the evaluation results, which reflected the overall engagement of the Board and its Committees
with the Company.
Your Company has in place a Policy in line with the requirements of The Sexual Harassment of Women at
the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Committee (IC) has been set up
to redress complaints received regarding sexual harassment. All employees (permanent, contractual, tempo¬
rary, trainees) are covered under this policy.
During the year under review, your Directors have not received any complaint of sexual harassment from the
IC. Moreover, there were neither any complaint pending at the beginning of the year nor were there any
complaints that remained pending as at the end of the year.
The details of the POSH related Compliances are as follows:-
|
S.No |
Particulars |
No. of Complaints |
|
1. |
The number of sexual harassment complaints received during the year. |
0 |
|
2. |
The number of such complaints disposed of during the year. |
0 |
|
3. |
The number of cases pending for a period exceeding ninety days. |
0 |
The Company is committed to providing a safe and respectful work environment for all its employees, and
necessary awareness programs are conducted from time to time.
The website of your Company, www.supershaktimetaliks.com, has been designed to present the Companyâs
businesses up-front on the home page. The site carries a comprehensive database of information including
the Financial Results of your Company, Shareholding pattern, Directorâs & Corporate Profile, details of
Board Committees, Corporate Policies and business activities of your Company. All the mandatory infor¬
mation and disclosures as per the requirements of the Companies Act, 2013 and related rules and as per the
SEBI LODR Regulations, 2015 has been uploaded.
The Company places significant emphasis on recruitment, training and development of human resources,
which assumes utmost significance in achievement of corporate objectives. The Company integrates em¬
ployee growth with organizational growth in a seamless manner through empowerment and by offering a
challenging workplace aimed towards realization of organizational goals. To this effect, your Company has
a training center for knowledge sharing and imparting need based training to its employees. The Company
also does a performance appraisal for its employees.
Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accord¬
ingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provi¬
sions of Section 177(10) of the Companies Act, 2013. Employees can raise concerns regarding any discrim¬
ination, harassment, victimization, any other unfair practice being adopted against them or any instances of
fraud by or against your Company.
It also provides for adequate safeguards against the victimization of Employees who avail of the mechanism
and allows direct access to the Chairman of the Audit Committee in exceptional cases.
The details of the Policy are posted on the website of the Company www.supershaktimetaliks.com.
The Company has a risk management policy which covers risk associated with financial assets and liabilities
and identifies therein elements of risk, which in the opinion of the Board may threaten the existence of the
Company.
The details of the Policy are posted on the website of the Company www.supershaktimetaliks.com.
The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 on Preservation of the Documents to
ensure safekeeping of the records and safeguard the Documents from getting manhandled, while at the same
time avoiding superfluous inventory of Documents.
The details of the Policy are posted on the website of the Company www .supershaktimetal iks.com.
The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of the Policy are posted on the website of the Company www.supershaktimetaliks.com.
During the Financial Year under review, all the Related Party Transactions were in the Ordinary Course of
the business and at Armâs Length Basis and hence provisions of Section 188 of the Companies Act, 2013 is
not applicable. Related Party Transactions were placed before the Audit Committee for their approval. Re¬
lated Party Transactions under Indian Accounting Standard-24 (IND-AS-24) are disclosed in the notes to the
Financial Statement in Note No. 43. Related Party Transactions are disclosed in Annexure-1 in Form AOC-
2 pursuant to clause (h) of Sub Section (3) of Section 134 read with Rule 8(2) of Companies (Accounts) rules,
2014 for which necessary Members approval are in place.
The details of the Policy are posted on the website of the Company www.supershaktimetaliks.com
CORPORATE SOCIAL RESPONSIBILITY
The Companyâs CSR policy provides guidelines to conduct CSR activities of the Company. Your Company
has focused on several corporate social responsibility programs since a long period of time and continues its
endeavor to improve the lives of people and provide opportunities for their development through its different
initiatives in the areas of Rural Transformation, Healthcare, Education, Sports etc. The Company continues
to address societal challenges through societal development programmes and remains focused on improving
the quality of life.
As part of the Corporate Social Responsibility initiative the Company has spent an amount of? 54.34 Lakhs
(Excluding Set off previous Year) towards the various CSR activities during the Financial Year 2024-25.
Details of CSR Activity Report are provided in Annexure-2.
The details of the Policy are posted on the website of the Company www.supershaktimetaliks.com
AUDITORS AND AUDITORS REPORT
Statutory Auditor:
The Shareholders of the Company at their 9th Annual General Meeting (AGM), held on 29th September 2021
have appointed Singhi & Co. Chartered Accountants, Kolkata (FRN: ICAI - 302049E) as the Statutory Au¬
ditor of the Company, for a period of five years i.e. from the conclusion of 09th AGM till the conclusion of
14th AGM. The Companies Amendment Act, 2017 has done away with the ratification of Auditorâs appoint¬
ment and the auditors have confirmed that they are not disqualified from continuing as Auditors of the Com¬
pany.
The Notes on Financial Statement referred to in the Auditorsâ Report are self-explanatory and do not call for
any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse re¬
mark.
The Board, at its Meeting held on 05th August, 2022, has appointed Mr. Krishna Kumar Gupta (Assistant-
Manager Audit) for conducting Internal Audit of the Company for Financial Year 2022-23 and onwards. The
Companyâs Internal Audit system has been continuously monitored and updated to ensure that assets are
safeguarded, established regulations are complied with and pending issues are addressed promptly.
\ AW
The Company has in place adequate internal financial controls with reference to financial statements and such
internal financial controls are operating effectively. Your Company has adopted policies and procedures for
ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records, and timely preparation of reliable financial disclosures.
The adequacy and effectiveness of the internal financial controls are demonstrated by following the proce¬
dures as set out below: -
i. The internal controls have been designed to provide reasonable assurance with regard to record¬
ing and producing reliable financial and operational information, complying with applicable stat¬
utes, safeguarding assets from unauthorised use, executing transactions with proper authorisation
and ensuring compliance with corporate policies. The Company has a well-defined delegation of
power with authority limits for approving revenue as-well-as expenditure. Processes for formu¬
lating and reviewing annual and long-term business plans have been laid down.
ii. The Audit Committee periodically deliberates on the operations of the Company with the Mem¬
bers of the Management. It also sought the views of the Statutory Auditors, on the internal finan¬
cial control systems.
iii. The Audit Committee in consultation with the Internal Auditors formulates the audit plan, scope,
functioning and methodology, which are reviewed every year, in a manner that they cover all
areas of operation. The Internal Audit covers inter alia, monitoring and evaluating the efficacy
and adequacy of internal control systems in the Company, its compliance with operating systems,
accounting procedures and policies at all locations and adequacy of insurance coverage of all
assets. Periodical Internal Audit Reports are submitted to the Audit Committee, to ensure com¬
plete independence, which are then extensively deliberated at every Audit Committee Meeting
in the presence of the Internal and External Auditors. Based on the review by the Audit Commit¬
tee, process owners undertake corrective actions in their respective areas and consider sugges¬
tions for improvement. The Internal Auditors have expressed that the internal control system in
the Company is robust and effective.
iv. The Board has also put in place requisite legal compliance framework to ensure compliance of
all the applicable laws and that such systems are adequate and operating effectively.
v. The Companyâs financial records are maintained on the ERP System which is effective and ade¬
quate in line with the size of its operations.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 requires every Listed Company to
annex to its Boardâs report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary
in practice. The Board had appointed M & A Associates, Kolkata a firm of Company Secretaries bearing
Firm unique Code P2019 WB 076400, as the Secretarial Auditor to conduct Secretarial Audit of the Company
for the Financial Year 2024-25 and their Report is annexed to this report Annexure-3. There are no qualifi¬
cations, observations, adverse remark or disclaimer in the said Report.
Pursuant to Section 148 of the Companies Act, 2013 read together with the Companies (Cost Records and
Audit) Rules, 2014 as amended from time to time, the Company is required to carry out audit of the cost
accounting records of the Company for every Financial Year. The Cost Audit report of your Company for the
Financial Year ended 31st March, 2024 was filled on 09th September 2024. The Auditors Report does not
contain any qualification, reservation or adverse remark. Cost records as required to be maintained by the
Company pursuant to an order of the Central Government are maintained.
The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the
appointment of S Chhaparia & Associates, Cost Accountants, (Firm Registration No. 101591) Kolkata, for
the Financial Year ending 31s* March, 2026 the remuneration proposed to be paid to them for the Financial
Year 2025-26 requires ratification of the Shareholders of the Company. In view of this, the Board recom¬
mends the ratification for payment of remuneration to the Cost Auditor at the ensuing Annual General Meet¬
ing.
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not re¬
ported any instances of frauds committed in the Company by its officers or employees to the Audit Committee
under Section 143(12) of the Act, details of which need to be mentioned in this Report.
Your Directors place on record their deep appreciation for the contribution made by the Employees of the
Company at all levels. The information on Employees particulars as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (as amended), is forming part of this Boardâs Report as Annexure-4.
There are no Employees drawing remuneration in excess of the limits prescribed under Rule 5(2) ofthe Com¬
panies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
As per Regulation 27 of Securities Exchange Board of India (Listing Obligations and Disclosure Require¬
ments) Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed on the
SME platform (BSE). Hence the Company is not required to disclose information as covered under Para (C),
(D) and (E) of Schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Re¬
quirements) Regulations, 2015. As per Para (F) of Schedule V of Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Company do not have and is not required
to have the Demat Suspense Account neither Unclaimed Suspense Account.
During the Financial Year 2024-25, the Company has not accepted any deposit within the meaning of Sections
73 and 76 of the Companies Act 2013, read together with the Companies (Acceptance of Deposits) Rules,
2014.
(a) Use of LED Lights indoor and outdoor, LED lights reduces the Energy Consumption at Outdoor and
Indoor Lightning.
(b) Use of Direct Hot Rolling from CCM, by use of Direct Hot Rolling we have saved furnace oil for
reheating Billets.
(c) Use of CBM (Coal based Methane Gas) in reheating furnace in place of oil furnace, natural gas
reduces the energy cost of fuel. ..â^ ,
Our Company is in the Manufacturing of MS Billet, HB Wire, TMT Bar and MS Wire Rod. It had not taken
any Research and Development during the year under review. As such no expenditure has been incurred on
Research and Development.
in T oLrlitA
|
DETAILS |
FY 2024-25 |
FY 2023-24 |
|
Foreign Exchange earned in terms of actual inflows |
290.32 |
- |
|
Foreign Exchange outgo in terms of actual outflows |
360.18 |
2,842.92 |
Note: Actual payment during Financial Year 2024 is considered in Financial Year 2024-25 as against Invoice value of
Purchase during Financial Year 2024.
The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings
of the Board of Directors and General Meetings respectively.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS
OPERATIONS IN FUTURE
There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting
the going concern status and Company''s operations in future.
Details of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the
Act are given in the notes to Financial Statements.
The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish
to place on record their appreciation of the valuable work done and co-operation extended by them at all
levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.
Your Company did not have any funds lying Unpaid or Unclaimed for a period of seven years. Therefore,
there are no funds which are required to be transferred to Investor Education and Protection Fund (IEPF).
During the Financial Year 2024-25, the Company has further made investment in "Giridhan Metal Private
Limited" by virtue of this Investment the respective Company has become the "Associate Company" of the
Company. Hence, Company will consolidate the financials along-with its Associate Company.
Based on the requirements under Securities Exchange Board of India (Prohibition of Insider Trading) Regu¬
lations, 1992 read with Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
as amended from time to time, the code of conduct for prevention of Insider Trading and the Code for Fair
Disclosure (âCodeâ), as approved by the Board from time to time, are in force by the Company. The objective
of this Code is to protect the interest of Shareholders at large, to prevent misuse of any Price Sensitive Infor¬
mation and to prevent any Insider Trading activity by dealing in Shares of the Company by its Directors,
Designated Employees and other Employees. The Company also adopts the concept of Trading Window
Closure, to prevent its Directors, Officers, Designated Employees and other Employees from trading in the
Securities of Supershakti Metaliks Limited at the time when there is Unpublished Price Sensitive Information.
The details of the Policy are posted on the website of the Company www.suDershaktimetaliks.com
MANAGEMENT DISCUSSION ANALYSIS
Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI (Listing Obligations and Disclosure Require¬
ment) Regulations, 2015, Management Discussion & Analysis Report with detailed review of the operations,
state of affairs, performance and outlook of the Company is annexed to the report and forms an integral part
of this report.
A detailed Report on the Management Discussion & Analysis is provided as a separate Annexure-5 in the
Annual Report.
As required by Sections 134(3) (c) & 134 (5) of the Companies Act, 2013 your Directors state that:
(a) In preparation of the Annual Accounts for the Financial Year ended 31st March 2025 the applicable
Accounting Standards have been followed along with proper explanation to material departures.
(b) The Directors have selected Accounting Policies, in consultation with the Statutory Auditors and ap¬
plied 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 end of the Financial Year and of the
profit or loss of the Company, for that period.
(c) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the
maintenance of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
(d) The Directors have prepared the Annual Accounts of the Company on a going concern basis.
(e) 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
(f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.
The Companies Act, 2013 along with the Securities Exchange Board of India (Listing Obligations and Dis¬
closure Requirements) Regulations, 2015 has mandate to formulations of certain policies for all listed Com¬
panies. Accordingly, the Company has formulated the Policies for the same as the Company believed to retain
and encourage high level of ethical standard in business transactions. All our Policies are available on our
website www.supershaktimetaliks.com
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual
Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the
Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is
accessible at the web-link: http://supershaktimetaliks.com/annual-reports/.
During the Financial Year 2024-25 "Giridhan Metal Private Limited" is an "Associate" of the Company.
There are no Joint Venture and Subsidiary Company. A separate statement containing performance and high¬
lights of Financial Statements of Associate Company is provided in the prescribed Form AOC-1 as Annexure
- 6 and forming part of this report.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There are no instances of one-time settlement during the Financial Year 2024-25.
There are no applications made or any proceeding pending against the Company under Insolvency and Bank¬
ruptcy Code, 2016 (31 of 2016) during the Financial Year 2024-25.
Statements in the Annual Report, including those which relate to Management Discussion and Analysis de¬
scribing the Companyâs objectives, projections, estimates and expectations, may constitute âforward looking
statementsâ within the meaning of applicable laws and regulations. Although the expectations are based on
reasonable assumptions, the actual results might differ.
The Board of Directors would like to place on record their sincere appreciation to its customers, vendors,
dealers, suppliers, investors, business associates, bankers, Government Authorities for their continued support
during the year. The Directors deeply appreciates the contribution made by employees at all levels for their
hard work, solidarity, co-operation and support.
For and on behalf of
. Supershakti Metaliks Limited
Place: Kolkata P\ ¦ f) .
Deepaf?Agarwal âASyRudramtcayan Jana
Director Whole-Time Director ^
DIN: 00343812 DIN: 06584512
Mar 31, 2024
Your Directors are pleased to present the 12th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2024.
The table below depicts the financial performance of your Company for the Financial Year ended 31st March, 2024.
('' in Lakhs)
|
Particulars |
2023-24 |
2022-23 |
|
Net Revenue from Operations (A) |
73,141.28 |
72,981.83 |
|
Other Income (B) |
752.45 |
319.77 |
|
Total Revenue (A) (B) |
73,893.73 |
73,301.60 |
|
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) |
2,540.46 |
5,320.06 |
|
Finance Costs |
276.72 |
371.39 |
|
Depreciation and Amortization Expense |
473.80 |
481.90 |
|
Profit before Tax (PBT) |
1,789.94 |
4,466.77 |
|
Tax expense |
449.42 |
1,136.58 |
|
Profit after Tax (PAT) |
1,340.52 |
3,330.19 |
Your Company has achieved total revenue '' 73,893.73 Lakhs as compared to '' 73,301.60 Lakhs in the previous year but the EBITDA margins took a hit due to lower realization in Billets and Rolled products during the year but March 2024 onwards realizations have significantly improved and your company expect to generate better margin going forward. There has been increase in capacity of
production in products like Billets, Wire rods and HB wire which would help company to generate good revenue going forward.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR TILL THE DATE OF THIS REPORT
No material changes and commitments affecting the financial position of the Company have occurred during the Financial Year and the date of this report.
Your Company is into the manufacturing of diversified products of secondary Steel through Induction Furnace route and currently operating a Steel Melting Section to produce semi-finished product (i.e. Billet) and Rolling Mill Section to produce Wire Rods, HB Wires, and Binding Wires etc. There has been no change in the nature of business of the Company during the Financial Year.
The Board of Directors has recommended a Dividend of '' 0.50 per Equity Share having face value of '' 10 each @ 5% subject to the approval of the Members at the ensuing Annual General Meeting ("AGM"), payable to those Shareholders whose names appear in the Register of Members as on the Book Closure/Record Date. In the previous year, the Company had paid '' 1 per Equity Share having face value of '' 10 each @ 10%.
Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR"), the Dividend Distribution Policy is not applicable to our Company.
Credit Rating of the Company is ''BBB '' Outlook: Stable for Long Term Bank Facilities and ''A2'' for Short Term Bank Facilities as assigned by CARE Ratings Limited.
All the Equity Shares of the Company are in Dematerialized Form with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE00SY01011.
The Company has not transferred any amount to the General Reserve for the Financial Year ended 31st March, 2024.
Cash and cash equivalents as at 31st March, 2024 were ''15.65 Lakhs. The Company continues to focus on judicious management of its Working Capital, Receivables, and
Inventories. Other Working Capital parameters were kept under strict check through continuous monitoring.
During the year under review, there was no change in Capital Structure of the Company. The Authorized Share Capital of the Company is '' 15,00,00,000 divided into 15000000 equity shares of '' 10 each. The Paid-Up Equity Share Capital of the Company is '' 11,52,52,780 divided into 11525278 equity shares of '' 10 each. The Shares of the Company are listed on the SME platform of BSE Limited.
During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. The Company has paid Listing Fees for the Financial Year 2024-25 to the Stock Exchange where its Equity Shares are listed.
The Board of Directors of the Company has Mr. Vijay Kumar Bhandari, Mr. Tuhinanshu Shekhar Chakrabarty and Mrs. Bhawna Khanna as the Independent Directors. The Company has received the necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their Independence laid down in Section 149(6) of the Act. In terms of Section 152 of the Companies Act, 2013 Mr. Deepak Agarwal (DIN: 00343812) Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment.
The Board confirms that none of the Directors of the Company is disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary declaration has been obtained from all the Directors in this regard.
Below Table mentions the List of Director''s and Key Managerial Personnel as on the date of this report:-
|
Sl. No. |
Name of the Director |
DIN/ PAN |
Designation |
|
1. |
Mr. Dilipp Agarwal |
00343856 |
Chairman & Non-Executive Director |
|
2. |
Mr. Sudipto Bhattacharyya |
06584524 |
Whole-Time Director |
|
3. |
Mr. Deepak Agarwal |
00343812 |
Non - Executive Director |
|
4. |
Mr. Vijay Kumar Bhandari |
00052716 |
Independent Director |
|
5. |
Mr. Tuhinanshu Shekhar Chakrabarty |
05328779 |
Independent Director |
|
Sl. No. |
Name of the Director |
DIN/ PAN |
Designation |
|
6. |
Mrs. Bhawna Khanna |
06886294 |
Independent Director |
|
7. |
Mr. Shyam Sundar Somani |
AROPS8739D |
Chief Financial Officer |
|
8. |
Mr. Navin Agarwal |
ADAPA8126G |
Company Secretary |
|
Sl. No. |
Name of the Members |
Number of Meetings attended |
|
1. |
Mr. Vijay Kumar Bhandari (Chairman) |
2/4 |
|
2. |
Mr. Deepak Agarwal (Member) |
4/4 |
|
3. |
Mr. Tuhinanshu Shekhar Chakrabarty (Member) |
4/4 |
|
4. |
Mrs. Bhawna Khanna (Member) |
4/4 |
During the Financial Year 2023-24, total of Five (5) Meetings of the Board of Directors were held on; 22-05-2023; 1808-2023; 14-11-2023, 09-01-2024 and 19-02-2024. The maximum time-gap between any two consecutive Meetings did not exceed 120 days.
The names of Members of the Board, their attendance at the Board Meetings are as under:
|
Sl. No. |
Name of the Director |
Number of Meetings attended |
|
1. |
Mr. Dilipp Agarwal (Chairman & Non-Executive Director) |
4/5 |
|
2. |
Mr. Sudipto Bhattacharyya ( Whole-Time Director ) |
5/5 |
|
3. |
Mr. Deepak Agarwal (Non-Executive Director) |
5/5 |
|
4. |
Mr. Vijay Kumar Bhandari (Independent Director) |
2/5 |
|
5. |
Mr. Tuhinanshu Shekhar Chakrabarty (Independent Director) |
4/5 |
|
6. |
Mrs. Bhawna Khanna (Independent Director) |
4/5 |
There are Four Board Committees as on 31st March, 2024 viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder Relationship Committee.
The Board has constituted the Audit Committee. The Board of Directors has accepted all the recommendations given by Audit Committee during the Financial Year 2023-24. During the Financial Year, Four (4) Audit Committee Meeting took place dated 22-05-2023; 18-08-2023; 14-11-2023 and 09-012024. The composition and attendance of the Members at the Committee Meetings held during the year under review was as below:
The Board has constituted the Nomination and Remuneration Committee. The Nomination and Remuneration Committee had One (1) Meeting during the Financial Year dated 09-01 2024. The composition and attendance of the Members at the Committee Meeting held during the Financial Year under review was as below:
|
Sl. No. |
Name of the Members |
Number of Meetings attended |
|
1. |
Mr. Vijay Kumar Bhandari (Chairman) |
1/1 |
|
2. |
Mr. Deepak Agarwal (Member) |
1/1 |
|
3. |
Mr. Tuhinanshu Shekhar Chakrabarty (Member) |
1/1 |
The Board has constituted the Corporate Social Responsibility Committee. The Corporate Social Responsibility Committee had One (1) Meeting during the Financial Year dated 08-04-2023. The composition and attendance of the Members at the Committee Meeting held during the Financial Year under review was as below:
|
Sl. No. |
Name of the Members |
Number of Meetings attended |
|
1. |
Mr. Sudipto Bhattacharyya (Chairman & Whole-Time Director) |
1/1 |
|
2. |
Mr. Dilipp Agarwal (Member) |
1/1 |
|
3. |
Mr. Tuhinanshu Shekhar Chakrabarty (Member) |
0/1 |
The Board has constituted the Stakeholder Relationship Committee. The Stakeholder Relationship Committee had One (1) Meeting during the Financial Year dated 22-05-2023. The composition and attendance of the Members at the Committee Meeting held during the Financial Year under review was as below:
|
Sl. No. |
Name of the Members |
Number of Meetings attended |
|
1. |
Mr. Deepak Agarwal (Chairman) |
1/1 |
|
2. |
Mrs. Bhawna Khanna (Member) |
1/1 |
|
3. |
Mr. Sudipto Bhattacharyya (Member) |
1/1 |
In accordance with Section 178 of the Companies Act, 2013 and other regulations as applicable. The Board of Directors has framed the policy which lays down a framework in relation to Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy is available on the Company''s website www. supershaktimetaliks.com
The Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board has carried out an Annual Evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board and after seeking inputs from all the Directors based on the criteria such as the Board composition and structure, effectiveness of Board processes, information flow, frequency of meetings, and functioning etc. The performance of the Committees was evaluated by the Board and after seeking input from the Committee Members. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors based on the criteria such as the contribution of the individual Director to the Board and Committee Meetings. The Chairman was also evaluated on the key aspects of his role. In a separate Meeting of Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
Your Company has in place a Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the year under review, your Directors have not received any complaint of sexual harassment from the IC. Moreover, there were neither any complaint pending at the beginning of the year nor were there any complaints that remained pending as at the end of the year.
The Company places significant emphasis on recruitment, training and development of human resources, which assumes utmost significance in achievement of corporate objectives. The Company integrates employee growth with organizational growth in a seamless manner through empowerment and by offering a challenging workplace aimed towards realization of organizational goals. To this effect, your Company has a training center for knowledge sharing and imparting need based training to its employees. The Company also does a performance appraisal for its employees.
Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013. Employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company.
It also provides for adequate safeguards against the victimization of Employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.
The details of the Policy are posted on the website of the Company www.supershaktimetaliks.com.
The Company has a risk management policy which covers risk associated with financial assets and liabilities and identifies therein elements of risk, which in the opinion of the Board may threaten the existence of the Company.
The details of the Policy are posted on the website of the Company www.supershaktimetaliks.com.
The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.
The details of the Policy are posted on the website of the Company www.supershaktimetaliks.com
The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of the Policy are posted on the website of the Company www.supershaktimetaliks.com
During the Financial Year under review, all the Related Party Transactions were in the Ordinary Course of the business and at Arm''s Length Basis and hence provisions of Section 188 of the Companies Act, 2013 is not applicable. Related Party Transactions were placed before the Audit Committee for their approval. Related Party Transactions under Indian Accounting Standard-24 (IND-AS-24) are disclosed in the notes to the Financial Statement in Note No. 43 Related Party Transactions are disclosed in Annexure-1 in Form AOC-2 pursuant to clause (h) of Sub Section (3) of Section 134 read with Rule 8(2) of Companies (Accounts) rules, 2014 for which necessary Members approval are in place.
The details of the Policy are posted on the website of the Company www.supershaktimetaliks.com
As part of the Corporate Social Responsibility initiative the Company has spent an amount of '' 58.06 Lakhs towards the various CSR activities during the Financial Year 2023-24. Details of CSR Activity Report are provided in Annexure-2.
The details of the Policy are posted on the website of the Company www.supershaktimetaliks.com
Statutory Auditor:
The Shareholders of the Company at their 9th Annual General Meeting (AGM), held on 29th September 2021 have appointed Singhi & Co. Chartered Accountants, Kolkata (FRN: ICAI - 302049E) as the Statutory Auditor of the Company, for a period of five years i.e. from the conclusion of 09th AGM till the conclusion of 14th AGM. The Companies Amendment Act, 2017 has done away with the ratification of Auditor''s appointment and the auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.
The Notes on Financial Statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
The Board, at its Meeting held on 05th August, 2022, has appointed Mr. Krishna Kumar Gupta (Assistant-Manager Audit) for conducting Internal Audit of the Company for Financial Year 2022-23 and onwards. The Company''s Internal Audit system has been continuously monitored and updated to ensure that assets are safeguarded, established regulations are complied with and pending issues are addressed promptly.
Adequacy of Internal Financial Controls :
The Company has in place adequate internal financial controls with reference to financial statements and such internal financial controls are operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.
The adequacy and effectiveness of the internal financial controls are demonstrated by following the procedures as set out below: -
i. The internal controls have been designed to provide reasonable assurance with regard to recording and producing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance with corporate policies. The Company has a well-defined delegation of power with authority limits for approving revenue as-well-as expenditure. Processes for formulating and reviewing annual and long-term business plans have been laid down.
ii. The Audit Committee periodically deliberates on the operations of the Company with the Members of the Management. It also sought the views of the Statutory Auditors, on the internal financial control systems.
iii. The Audit Committee in consultation with the Internal Auditors formulates the audit plan, scope, functioning and methodology, which are reviewed every year, in a manner that they cover all areas of operation. The Internal Audit covers inter alia, monitoring and evaluating the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and adequacy of insurance coverage of all assets. Periodical Internal Audit Reports are submitted to the Audit Committee, to ensure complete in-dependence, which are then extensively deliberated at every Audit Committee Meeting in the presence of the Internal and External Auditors. Based on the review by the Audit Committee, process owners undertake corrective actions in their respective areas and consider suggestions for improvement. The Internal Auditors have expressed that the internal control system in the Company is robust and effective.
iv. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.
v. The Company''s financial records are maintained on
the ERP System which is effective and adequate in line with the size of its operations.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 requires every Listed Company to annex to its Board''s report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in practice. The Board had appointed M & A Associates, Kolkata a firm of Company Secretaries bearing Firm unique Code P2019WB076400, as the Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year
2023- 24 and their Report is annexed to this report Annexure-3. There are no qualifications, observations, adverse remark or disclaimer in the said Report.
Pursuant to Section 148 of the Companies Act, 2013 read together with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company is required to carry out audit of the cost accounting records of the Company for every Financial Year. The Cost Audit report of your Company for the Financial Year ended 31st March, 2023 was filled on 18th August, 2023. The Auditors Report does not contain any qualification, reservation or adverse remark. Cost records as required to be maintained by the Company pursuant to an order of the Central Government are maintained.
The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of S Chhaparia & Associates, Cost Accountants, (Firm Registration No. 101591) Kolkata, for the Financial Year ending 31st March, 2025 the remuneration proposed to be paid to them for the Financial Year
2024- 25 requires ratification of the Shareholders of the Company. In view of this, the Board recommends the ratification for payment of remuneration to the Cost Auditor at the ensuing Annual General Meeting.
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.
Your Directors place on record their deep appreciation for the contribution made by the Em-ployees of the Company at all levels. The information on Employees particulars as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is forming part of this Board''s Report as Annexure-4. There are no Employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
As per Regulation 27 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed on the SME platform (BSE). Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per Para (F) of Schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company do not have and is not required to have the Demat Suspense Account neither Unclaimed Suspense Account.
During the Financial Year 2023-24, the Company has not accepted any deposit within the meaning of Sections 73 and 76 of the Companies Act 2013, read together with the Companies (Acceptance of Deposits) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
A. Energy Conservation
(a) Use of LED Lights indoor and outdoor, LED lights reduces the Energy Consumption at Outdoor and Indoor Lightning.
(b) Use of Direct Hot Rolling from CCM, by use of Direct Hot Rolling we have saved furnace oil for reheating Billets.
(c) Use of CBM (Coal based Methane Gas) in reheating furnace in place of oil furnace, natural gas reduces the energy cost of fuel.
B. Technology Absorption
Our Company is in the Manufacturing of MS Billet, HB Wire, TMT Bar and MS Wire Rod. It had not taken any Research and Development during the year under review. As such no expenditure has been incurred on Research and Development.
C. Foreign Exchange Earnings and Outgo
('' in Lakhs)
|
Details |
FY 2023-24 |
FY 2022-23 |
|
Foreign Exchange earned in terms of actual inflows |
- |
- |
|
Foreign Exchange outgo in terms of actual outflows |
2,842.92 |
2,079.49 |
Note: Actual payment during Financial Year 2023 is considered in Financial Year 2023-24 as against Invoice value of Purchase during Financial Year 2023.
The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively. 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 There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements.
The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and co-operation extended by them at all levels. Further, the Company is taking necessary steps to recruit the re-quired personnel from time to time.
Your Company did not have any funds lying Unpaid or Unclaimed for a period of seven years. Therefore, there are no funds which are required to be transferred to Investor Education and Protection Fund (IEPF).
As on the reporting day your Company do not have any Associate or Joint Venture or Subsidiaries hence consolidation of accounts is not required.
Based on the requirements under Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 read with Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the code of conduct for prevention of Insider Trading and the Code for Fair Disclosure ("Codeâ), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any Price Sensitive Information and to prevent any Insider Trading activity by dealing in Shares of the Company by its Directors, Designated Employees and other Employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, Designated Employees and other Employees from trading in the Securities of Supershakti Metaliks Limited at the time when
there is Unpublished Price Sensitive Information.
The details of the Policy are posted on the website of the Company www.supershaktimetaliks.com MANAGEMENT DISCUSSION ANALYSIS A detailed Report on the Management Discussion & Analysis is provided as a separate Annexure-5 in the Annual Report. DIRECTORS'' RESPONSIBILITY STATEMENT Pursuant to Section 134 (5) of the Companies Act, 2013 Board of Directors of the Company,
(a) In preparation of the Annual Accounts for the Financial Year ended 31st March 2024 the applicable Accounting Standards have been followed along with proper explanation to material departures.
(b) The Directors have selected Accounting Policies, in consultation with the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at end of the Financial Year and of the profit or loss of the Company, for that period.
(c) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and.
(d) The Directors have prepared the Annual Accounts of the Company on a going concern basis.
(e) 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
(f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The Companies Act, 2013 along with the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has mandate to formulation of certain policies for all listed Companies. Accordingly, the Company has formulated the Policies for the same as the Company believed to retain and encourage high level of ethical standard in business transactions. All our Policies are available on our website www. supershaktimetaliks.com COPY OF ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management
and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web-link: http:// supershaktimetaliks.com/annual-reports/
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF There are no instances of one-time settlement during the Financial Year 2023-24.
There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2023-24.
Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations, may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ. ACKNOWLEDGEMENT
The Board of Directors would like to place on record their sincere appreciation to its customers, vendors, dealers, suppliers, investors, business associates, bankers, Government Authorities for their continued support during the year. The Directors deeply appreciates the contribution made by employees at all levels for their hard work, solidarity, co-operation and support.
For and on behalf of Supershakti Metaliks Limited
Place: Kolkata Director Whole-Time Director
Dated: 24-05-2024 DIN: 00343812 DIN: 06584524
Mar 31, 2018
To,
The Members,
The Directors are pleased to present the 6th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2018.
FINANCIAL RESULTS
The table below depicts the financial performance of the Company for the year ended 31st March, 2018.
(Amt in Lakh)
|
FINANCIAL RESULTS FOR THE YEAR ENDED |
31/03/2018 |
31/03/2017 |
|
Net Sales & Other Income |
36008.73 |
30102.41 |
|
Profit before Interest, Depreciation/Amortisation & Taxation |
2681.63 |
808.33 |
|
Interest |
368.98 |
454.66 |
|
Depreciation/Amortisation & Write-offs |
422.43 |
277.88 |
|
Profit Before Tax |
1890.23 |
75.79 |
|
Less/(Add) Provision for Taxation |
652.15 |
17.95 |
|
Profit After Tax |
1238.08 |
57.84 |
|
Add: Balance brought from Previous Year |
815.76 |
757.92 |
|
Balance carried to Balance Sheet |
2053.84 |
815.76 |
|
Basic and Diluted Earnings Per Share |
24.95 |
1.17 |
OVERVIEW OF COMPANYâS FINANCIAL PERFORMANCE
Your Company posted good financial results with a net profit of Rs. 1238.08 Lakhs during the year under review; Due to continuous efforts of the management the revenues of the company increased by 19.62% to that of the previous year. The Company is looking forward to increase its profits in the coming financial years with the support of all the stakeholders of the Company.
MATERIAL CHANGES AND COMMITMENTS OCCURRED
During the year, the name of the Company has been converted from âSupershakti Metaliks Pvt. Ltd.â to âSupershakti Metaliks Ltd.â by Special Resolution passed at Extra Ordinary General Meeting of the members of the Company held on 06th April, 2018 and the Company has obtained fresh Certificate of Incorporation dated, 03rd day of May, 2018 from the Registrar of Companies, for the state of Kolkata.
DIVIDEND
No Dividend was declared for the financial year ended 31st March, 2018 due to conservation of Profits for the future expansion of business of the Company. â
TRANSFER TO RESERVES
The Company did not transfer any amount to the General Reserve for the Financial Year ended March 31st, 2018.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has entered into contracts/arrangements with the related parties during the Financial Year 2017-18 which were in the ordinary course of business and on armâs length basis.
Thus, provisions of Section 188(1) of the Act are not applicable and the disclosure under AOC-2 is not required. However, your attention is drawn to the Related Party disclosure in Note no. 27H of the Financial Statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED
There are no orders passed by the Regulators / Courts which would impact the going concern status of vour Company and its future operations. Further, we confirm that theees^ssee no
instances of fraud to be reported by the Auditors vide their Report for the FY 2017/ * * //
SHARE CAPITAL
The Authorized Share Capital of the Company as on date of Balance Sheet is Rs. 6,00,00,000/divided into 6000000 equity shares of Rs.10/- each.
The paid up share capital of the Company as on date of Balance Sheet is Rs. 49,624,390/divided into 4962439 equity shares of Rs. 10/- each.
During the year under review, the Company has increased the Authorized Share Capital of the Company, from Rs. 5,00,00,000/- to Rs. 6,00,00,000/- at the Extra-Ordinary General Meeting held on 19/03/2018.
During the year under review, the Company has not issued shares with differential voting rights, sweat equity shares or Employee Stock Options.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of your Company during the financial year ended 31stMarch, 2018.
DEPOSITS
During the financial year, Company has not accepted any type of deposits. Neither, any type of deposits of previous year is Unpaid or Unclaimed during the financial year.
PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS MADE BY THE COMPANY UNDER THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an adequate system of internal financial controls with reference to financial statements, including but not limited to safeguard and protection of assets from loss, their unauthorized use or disposition. All the transactions were properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting in the financial statements. Your Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.
STATUTORY AUDITORS
The Shareholders of the Company At their Annual General Meeting (AGM) held on 30th September, 2016, have appointed M/s. Singhi & Co., Chartered Accountants, Kolkata (FRN: ICAI-302049E), Kolkata, as Statutory Auditors of the Company to hold office from the conclusion of that AGM till the conclusion of the 06th AGM (subject to ratification of the appointment by the members at every AGM held after that AGM) at such remuneration as may be decided by the Board of Directors.
The Board recommends their appointment for ratification at the ensuring Annual General Meeting.
COST AUDITORS
The Board has appointed M/s S Chhaparia & Associates, Cost Accountants (Registration No. 101591) as Cost Auditors to carry out audit of the Cost Records for the period 1st April, 2018 to 31st March, 2019.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return under section 92(3) in FORM NO. MGT â 9 is appended as Annexure -1 to the Directorsâ Report.
FUTURE PROSPECTS
Considering the Industryâs current performance and the demand for Steel in the years ahead, the prospects and profitability from future operations of the Company are expected to be better.
DIRECTORS AND KEY MANAGERIAL PERSONNEL TKMP1
During the Year the Board of Directors of the Company appointed Mr. Vijay Kumar Bhandari, Mr. Tuhinanshu Shekhar Chakrabarty and Mrs. Bhawna Khanna as an additional directors in the capacity of Non - Executive Independent Directors of the Company at their Board Meeting held on 03/04/2018.
The Board recommends their appointment as an Independent Directorâs of the Company to hold office for a term upto five consecutive years commencing from 01/04/2018 at the ensuring Annual General Meeting.
|
SL. NO. |
NAME OF THE DIRECTOR |
DESIGNATION |
|
1. |
Mr. Dilipp Agarwal |
Chairman & Non-Executive Director |
|
2. |
Mr. Ajay Kumar Bajaj |
Whole Time Director |
|
3. |
Mr. Deepak Agarwal |
Non - Executive Director |
|
4. |
Mr. Vijay Kumar Bhandari |
Non - Executive Independent Director |
|
5. |
Mr. Tuhinanshu Shekhar Chakrabarty |
Non - Executive Independent Director |
|
6. |
Mrs. Bhawna Khanna |
Non - Executive Independent Director |
During the Year the Board of Directors of the Company at their meeting held on 03/04/2018, appointed Mr. Shyam Sundar Somani as Chief Financial Officer of the Company, with effect from 01st April, 2018.
Mr. Navin Agarwal was appointed as a Company Secretary of the Company with effect from 01st April, 2018.
As on the date of this report, the following are the Key Managerial Personnel of the Company:
|
SL. NO. |
NAME OF THE KMP |
DESIGNATION |
|
1. |
Mr. Ajay Kumar Bajaj |
Whole Time Director |
|
2. |
Mr. Shyam Sundar Somani |
Chief Financial Officer |
|
3. |
Mr. Navin Agarwal |
Company Secretary |
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and SEBI (Listing G^tfSSfeos & Disclosure Requirements) Regulations, 2015.
DIRECTOR RETIRING BY ROTATION
As per the provisions of the Companies Act, 2013, Mr. Deepak Agarwal (Director) retires by rotation and being eligible, has offered himself for re-appointment.
NUMBER OF BOARD MEETINGS
Six Board Meetings were held during the Financial Year ended March 31, 2018 i.e. (28/04/2017, 10/06/2017, 25/08/2017, 26/09/2017, 27/11/2017 and 16/02/2018). The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.
The names of Members of the Board, their attendance at the Board Meetings are as under:
|
Name of Directors |
Number of Meetings attended |
|
Mr. Dilipp Agarwal |
5/6 |
|
Mr. Deepak Agarwal |
6/6 |
|
Mr. Aj ay Kumar Bai ai |
6/6 |
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE PRACTISING COMPANY SECRETARY IN THEIR REPORTS
There are no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.
LOANS, GUARANTEES OR INVESTMENTS
There were no loans, guarantees or investments made by the Company under section 186 of the Companies Act, 2013 during the year under review.
COMPANYâS POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.
DIRECTORâS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:
a. in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. the Directorâs 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 ended 31st March, 2018 and of the profit and loss of the company for that period;
c. the Directorâs 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;
d. the Directorâs had prepared the annual accounts on a going concern basis;
e. the Directorâs have laid down internal financial controls to be followed by the Company and that such Internal Financial Control are adequate and are operating effectively; and .
f. the Directorâs had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
RISK MANAGEMENT POLICY
The Company is in the Process of adopting a policy on risk management. Your Company believes that managing the risk helps in maximizing the returns. The Companyâs approach to addressing business risk is comprehensive and includes periodic review of such risks and frameworks for the mitigating the risks and reporting mechanism of such riskg_â3Uie risk management framework is reviewed periodically by the board.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
A. ENERGY CONSERVATION
(a) Power Factor improvement by installing Capacitor at HT & LT side of Power Utilization, due to implementation of Power Capacitor 10-15% energy is being saved per month.
(b) Harmonics reduction by using Detuned reactor, due to installation of Detuned Reactor 24% energy is saved which was earlier wasted in Heat energy.
(c) Use of energy efficient motors at all new project and replacing old motor by energy efficient motor in systematic manner, due to installation of energy efficient motor, around 10% of energy is being saved.
(d) Use of LED Lights indoor and outdoor, LED lights reduces the energy consumption by 40% at Outdoor and Indoor Lightning. .
(e) Use of Direct Hot Rolling from CCM, by use of Direct Hot Rolling we have saved Rs. 800-1000 it in rolling by saving furnace oil for reheating Billets.
(f) Use of Natural Gas in reheating furnace in place of oil furnace, natural gas reduces the energy cost of fuel by 40%.
B. TECHNOLOGY ABSORPTION
Technology for Manufacturing MS Billet, HB Wire, TMT Bar and MS Wire Rod has been fully adopted by your Company. It had not taken any Research & Development during the year under review. As such no expenditure had been incurred on Research & Development.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
APPRECIATION
Your Directors place on record their sincere appreciation for the assistance received from different Government Authorities and your Companyâs Bankers.
Your Companyâs employees had been instrumental for scaling new heights during the year under review. Their.commitment and contribution is also deeply acknowledged.
For and on behalf of
SUPERSHAKTI METALIKS LIMITED
Place: Kolkata
Ajay Kumar Baiai Deepak Agarwal
(Director) (Director)
DIN: 07604198 DIN: 00343812
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