The Directors of your Company are pleased to present the 51st Annual Report together with the Audited Financial Statement for the Financial Year ended on 31st March, 2022.
1. FINANCIAL RESULTS:
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(INR in Lacs)
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Sr.
No.
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Particulars
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2021-22
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2020-21
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|
1
|
Sales
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30,204.02
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15,772.98
|
|
2
|
Other Income
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31.55
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149.02
|
|
3
|
Total Income
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30,235.57
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15,922.00
|
|
4
|
Profit Before Depreciation & Tax (PBDT)
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6,244.55
|
2,946.25
|
|
5
|
Less: Depreciation
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1,771.59
|
1,381.85
|
|
6
|
Profit Before Taxation (PBT)
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4,472.96
|
1,564.40
|
|
7
|
Less: Taxation (all Taxes)
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1,145.78
|
362.28
|
|
8
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Profit After Taxation (PAT)
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3,327.19
|
1,202..12
|
|
9
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Other comprehensive income
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(2.66)
|
7.37
|
|
10
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Add: Balance brought forward from last year
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3,873.49
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2,937.24
|
|
11
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Amount Available for Appropriation
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7,198.02
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4,146.73
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| |
Appropriations:
|
|
|
| |
(a) Interim Dividend
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273.24
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-
|
| |
(b) Proposed Final Dividend
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364.32
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273.24
|
| |
(c) General Reserve
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-
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-
|
| |
(d) Balance to be carried forward
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6,560.46
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3,873.49
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2. STATE OF COMPANY’S AFFAIRS: The Company has earned revenue from operation of INR 30,204.02 Lacs during the year ended on 31st March, 2022 as against INR 15,772.98 Lacs earned during the previous year ended on 31st March, 2021, giving a significant rise of more than 91% as compared to previous year. The Company has also earned other income of INR 31.55 Lacs during the year under review as against INR 149.02 Lacs earned during the previous year.
The Company earned Profit Before Tax (PBT) of 14.81 % of sales during the year ended on 31st March, 2022 against 9.92 % of previous year ended on 31st March, 2021.
The Company earned Profit After Tax (PAT) of 11.00% of sales during the year ended on 31st March, 2022 against 7.67 % of previous year ended on 31st March, 2021.
After adding the surplus in the Statement of Profit & Loss of INR 4,146.73 Lacs brought forward from the previous year and payment of approved Dividends during the year therefrom, and further adding total profit of INR 3,324.53 Lacs for the year under review to the same, the total amount of INR 6,924.78 Lacs profit is available for appropriation.
There are no material changes and commitment occurred during the period which affects the financial position of the company.
Further, there are no change in the nature of business of the company.
3. DIVIDEND: In addition to the Interim Dividend @ 27% (i.e. INR 1.35 per share) declared in October, 2021, the Board of Directors of your Company are pleased to recommend a final dividend @ 36% (i.e. INR 1.80 per share) on fully paid up equity shares of
INR 5/- each for the financial year ended 31st March, 2022, subject to approval of the shareholders at the ensuing AGM. The total Dividend declared during the Financial Year 2021-22 would be 63%.
Transfer to reserves: The closing balance of the retained earnings of the Company for F.Y. 2021-22, after all appropriation and adjustments was INR 6,560.46 Lacs.
4. LISTING ON NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE): Pursuant to the application by the Company for listing of its Equity Shares (which are already listed on BSE LIMITED), on National Stock Exchange of India Limited (NSE) main listing board, NSE has granted the listing and trading approval on 18th November, 2021. Consequently, the Equity Shares of the Company have been listed and traded on NSE effective from 23rd November, 2021 with the Designated Symbol “STEELCAS”
5. LONG TERM DEBT FREE: During the year under review, the Company has become long-term debt free as it has repaid all its term loans totaling to 22 Crores in FY22. Moreover, the Company has managed to incur a CAPEX to the tune of INR 29 Crores without any additional Term Loan.
6. COVID-19: The impact of Covid has been largely disruptive in terms of economic activity as well as loss of human lives. With most sectors adversely affected, the economy witnessed a contraction of 7.3% during 2020-21. Both the Central and State Governments came out with a series of responses to protect lives and livelihoods, improve healthcare facilities, ramp up vaccinations, and undertake measures for social protection. Economic reform packages were also announced to quickly bring the economy back to the growth path. As a result, we have seen a substantial improvement in GDP growth in 2021-22.
Major period of 1st quarter of the year was under restrictions due to second wave of COIVD-19. Recovery of business started in 2nd quarter onwards and the order book started building up thereafter. Due to this reason, we could achieve a much better result both in top and bottom line.
The performance of the company is expected to further improve with stabilized economic situation in India and across the globe. We expect this trend to continue at least in foreseeable future. Hence, the Company does not see any medium to long term risks in the company’s ability to continue as a going concern and in meeting its liabilities as and when they fall due.
7. CONSERVATION OF ENERGY, RESEARCH AND DEVLOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO: The
Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Report as an Annexure-A and forms part of this Report.
8. SEGMENT REPORTING: The Company is engaged in the Castings business only and therefore there is only one reportable segment in accordance with the Indian Accounting Standard (Ind AS) 108 Operating Segments.
9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES: There is no company or Institution which became or ceased to be Subsidiary, Joint venture or Associate Company during the reporting period.
10. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Company has formulated Policy on CSR in accordance with Schedule VII of the Companies Act, 2013 and the details of the composition of the Committee are covered in the Corporate Gover nance Report. Your Company spent the whole amount of obligation INR 45.23 Lacs as per the CSR Rules towards CSR activities during the year. Report on CSR activities is annexed hereto as Annexure-B and forms part of this Report. The Board has approved Policy on CSR which has been uploaded on the Company’s website at www.steelcat.net.
11. QUALITY: Your Company has continued emphasis on Research & Development. A dedicated Quality Assurance (“QA”) team is monitoring product quality. Your Company strives to be industry leader by adopting modern technology.
12. INSURANCE: All assets of the Company, including Building, Plant & Machinery, Stocks etc., wherever necessary and to the extent required, have been adequately insured.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
13.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the period of this report, Mr. Rushil C Tamboli, who was appointed as Whole Time Director with effect from 2nd November, 2017 for a period of 5 (Five) years, resigned from Whole Time Directorship and consented to continue as NonExecutive Non-Independent Director with effect from 1st April, 2022.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mr. Rushil C Tamboli, shall retire by rotation at this AGM and being eligible, offers himself for reappointment. The Members are requested to consider his re-appointment.
Mrs. Aarushi Manoj Ganatra, has been appointed as Additional Director in the capacity of Independent Director w.e.f. 18th May, 2022 to hold office up to ensuing AGM. Nomination and Remuneration Committee has recommended her appointment as Independent Director of the Company for a period of five years and she shall not be liable to retire by rotation. Necessary resolutions relating to Directors who are seeking appointment/ reappointment are included in the Notice of AGM. The relevant details of the said Directors are given in the Notes/Annexures to the Notice of the AGM.
13.2 COMPLIANCE ON CRITERIA OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS: All
Independent Directors of the Company have given declarations to the Company under Section 149 (7) of the Act that they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the Act and also under the Listing Regulations.
13.3 FORMAL ANNUAL EVALUATION: The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations.
Further, the Independent Directors, at their exclusive meeting held 27th January, 2022 during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.
13.4 NOMINATION AND REMUNERATION POLICY:
The Company has an approved Nomination & Remuneration policy the details of which are covered under Corporate Governance Report and the said policy is also available on company’s website at www.steelcast.net.
13.5 MEETINGS: During the year 5 Board Meetings and 4 Audit Committee Meetings were held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
13.6 FORMAL UPDATION PROGRAMME FOR INDEPENDENT DIRECTORS: The Company conducts familiarization and updation programs for independent directors on need basis. The said programs are conducted by knowledgeable persons from time to time.
13.7 COMMITTEES OF THE DIRECTORS: The details of various committees of Directors constituted under various provisions of Companies Act, 2013 and Rules made thereunder, their constitution, terms of reference and other details are provided in the Corporate Governance Report.
Compositions of Board of Directors and various Committees of Directors are available on the Company’s website at www.steelcast.net.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: 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.
15. RELATED PARTY TRANSACTIONS: All the contracts or arrangements or transactions were at arm’s length basis. Transactions with related parties, as per requirements of Accounting Standard 18 are disclosed in the notes to accounts annexed to the financial statements.
Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-C in the prescribed Form -AOC-2 and the same forms part of this report. All related party transactions or any omnibus approval as permitted under the law as required are placed before the Audit Committee and Board of the Company for review and approval. Transactions with related parties, as per requirements of Indian Accounting Standard (Ind AS) 24 are disclosed in the notes to accounts annexed to the Financial Statements. Your Company’s duly approved Policy on Related Party Transactions is available on the Company’s website at www.steelcast.net.
16. PARTICULARS OF EMPLOYEES: The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed with this report as Annexure-D.
The Statement of particulars of employees under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided herewith as during the financial year under review, no employee of the Company including Managing Director was in receipt of remuneration in excess of the limits set out in the said rules.
17. HUMAN RESOURCES: Your Company believes that employees are one of its most valuable assets. During the year under review, the Company organized various training programs for people at various levels to enhance their knowledge and skills. As on 31st March, 2022, total employees strength at
STEELCAST is 887 under direct employment. The employees are deeply committed to the growth of the Company.
18. VIGIL MECHANISM/WHISTLEBLOWER POLICY:
The Company has formulated a Whistleblower Policy in conformity with the provisions of Section 177(9) of the Companies Act, 2013 and Listing Regulations to provide a mechanism for any concerned person of the company to approach the Ethics Counselor/Chairman of the Audit Committee of the Company for the purpose of dealing with any instance of fraud or mismanagement, and also ensure that whistleblowers are protected from retribution, whether from within or outside the organization. The details of the Whistle Blower Policy are given in the Corporate Governance Report and also available on the Company’s website at www.steelcast.net.
19. EXTRACT OF ANNUAL RETURN: Pursuant to the provisions of section 92(3) of the Companies Act,
2013, an extract of annual return is annexed hereto as Annexure-E and forms part of this report. The same is available on the Company’s website at www.steelcast.net.
20. SECRETARIAL AUDITORS: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, M/s. D.G. Bhimani & Associates, Company Secretaries, (CP: 6628) Anand, Gujarat have been appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2021-22, the Secretarial Audit Report for the Financial Year 2021-22 is annexed herewith as Annexure-F and forms part of this report.
The observations made in the Auditor’s Report are self-explanatory and, therefore, do not call for any further comments under Section 134(3) (f) of the Companies Act, 2013.
21. CORPORATE GOVERNANCE REPORT AND CERTIFICATE: Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by SEBI. As required under Regulation 34(3) read with Schedule V (C) of the Listing Regulations a Corporate Governance report and the certificate as required under Schedule V (E) of the Listing Regulations from Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance are given in Annexure-G and Annexure-H respectively, forming part of this report.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and Analysis Report for the year under review, as stipulated under Listing Regulation, is annexed herewith as Annexure-I and forms part of this report.
23. COST AUDITORS: In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. S K Rajani & Co. Cost Accountants, Bhavnagar as Cost Auditor of the Company, for the Financial Year 2022-23 on a remuneration as mentioned in the Notice of AGM for conducting the audit of the cost records maintained by the Company.
A Certificate from M/s. S K Rajani & Co. Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking Member’s ratification for the remuneration payable to Cost Auditor forms part of the Notice of the AGM of the Company and same is recommended for your consideration and approval.
The Cost Audit report for the financial year ended 31st March, 2021 were filed on 8th September, 2021, which was within the time limit as prescribed in Companies (Cost Records and Audit) Rules, 2014 as amended.
24. STATUTORY AUDITORS: M/s. SSM & Co., Chartered Accountants, Statutory Auditors of the Company, having firm registration number 129198W, were appointed as Statutory Auditors at AGM pertaining to the FY 2019-20, held on 14th August, 2020 for five consecutive years starting 2020-21 to 2024-25. As required under Listing Regulation, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The appointment of Statutory Auditors was made for five consecutive years until the conclusion of 5th AGM to be held for the financial year 2024-25.
M/s. S. S. M & Co, Chartered Accountants, having Firm Registration Number 129198W have given consent to act as Statutory Auditors of the Company confirming that their appointment, if made, would be in accordance with the provision of section 139 and 140 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014 and Listing Regulation,
The observations made in the Auditor’s Report are self-explanatory and, therefore, do not call for any further comments under Section 134(3) (f) of the Companies Act, 2013.
25. INTERNAL FINANCIAL CONTROLS: The Company has in place adequate internal financial controls with reference to financial statements. The Company has adopted an Internal Financial Control Framework Policy and Procedure document to ensure orderly and efficient conduct of the business, accuracy and completeness of the accounting records and timely preparation of financial reports. The policy & procedure framework is supported by an ERP system. The ERP system used by the company developed inhouse is conforming to Accounting Standards and Financial Control Requirements. The ERP system of the company is updated as and when changes are necessary.
26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATOR OR COURT: During the year under review, there were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations..
27. CHANGE IN THE NATURE OF BUSINESS: During the year under review, there was no change in the nature of business of the Company and there is no material change and/or commitments, affecting the financial position of the Company, during the period from 31st March, 2022 till the date of this report.
28. DIRECTORS’ RESPONSIBILITY STATEMENT: To the
best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) and 134 (5) of the Companies Act, 2013, that:
a. in the preparation of the annual financial statements for the year ended 31st March, 2022, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if applicable;
b. for the Financial Year ended 31st March, 2022, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made 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 and Loss of the Company for that period;
c. proper and sufficient care has been taken 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 Annual Financial Statements have been prepared on a going concern basis;
e. proper internal financial controls are in place and such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and are adequate and operating effectively.
29. RISK MANAGEMENT: The Company has been addressing various risks impacting the Company and details of the same are provided elsewhere in this Annual Report in Management Discussion and Analysis. The Company has voluntarily framed risk management policy and the same has been approved by the Audit Committee and the Board of Directors and is available on the Company website www.steelcast.net .
30. SEXUAL HARASSMENT POLICY: Your Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy on Sexual Harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The said policy can be accessed on the Company’s website at www.steelcast.net.
31. MATERIAL CHANGES AND COMMITMENTS IF ANY:
There are no material changes or commitments which have occurred between the end of the financial year and the date of this report which affect the financial position of the Company.
32. DEPOSITS: The Company has not accepted/ renewed any deposits during the year.
33. COMPLIANCE OF SECRETARIAL STANDARD:
Your Company has complied with all Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by Central Government from time to time.
34. AUDIT COMMITTEE: Composition of Audit Committee and details of number of audit committee meetings held during the financial year 2021-22 are enclosed herewith at Annexure-G under Corporate Governance Report. The Board has accepted all the recommendations and suggestions received from Audit committee.
35. CHANGE IN REGISTRAR & SHARE TRANSFER AGENT: The Company has, with the approval of the Board, appointed M/s. Bigshare Services Private Limited (“BSPL”) as its Registrar and Share Transfer Agent (RTA) of the Company in place of M/s. MCS Share Transfer Agent Limited (“MCSSTAL”) w.e.f. 1st October, 2021.
36. ACKNOWLEDGEMENTS: Yours Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, customers, suppliers, bankers and other business associates. Your Directors gratefully acknowledge the on-going co-operation and support provided by the Central and State
governments and all Regulatory Authorities. Your Directors also place on record their deep sense of appreciation to all employees for their dedicated services rendered at various levels.
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