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.
FINANCIAL HIGHLIGHT
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¬ preciation and Amortization (EBITDA)
|
2,429.91
|
2,540.46
|
2477.18
|
|
Finance Costs
|
219.03
|
276.72
|
219.03
|
|
Depreciation and Amortization Expense
|
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
|
STATE OF COMPANY’S FINANCIAL AFFAIRS
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.
NATURE OF BUSINESS
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.
DIVIDEND
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.
CREDIT RATING
There were no changes in the credit ratings of the Company. Credit Rating of the Company is ‘BBB ’ Out¬ look: Stable for Long Term Bank Facilities and ‘A2’ for Short Term Bank Facilities as assigned by CARE Ratings Limited.
DEMATERIALISATION OF EQUITY SHARES
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.
TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve for the Financial Year ended 31st March, 2025.
FINANCE
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.
SHARE CAPITAL
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. ___
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INDEPENDE NT DIRECTORS
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 ‘SEBI LODR Regulation’).
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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
I. Director - Retirement by Rotation:
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.
II. Whole-Time Key Managerial Personnel (KMP):
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 Director’s 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 Chakrabarty
|
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
|
III. Meetings of the Board:
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 Meetings at¬ tended
|
|
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.
COMMITTEES OF THE BOARD
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.
Audit 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¬ ings attended
|
|
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.
Nomination and Remuneration Committee:
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 attended
|
|
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.
Corporate Social Responsibility Committee:
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 attended
|
|
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.f29‘h 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.
Stakeholder Relationship Committee:
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
POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION
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 Company’s website www.supershaktimetaliks.com.
CRITERIA FOR IDENTIFICATION OF THE BOARD MEMBERS
• 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.
BOARD EVALUATION
In accordance with the provisions of the Companies Act, 2013 (“the Act”) 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.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVEN- TION. 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, 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.
COMPANY’S WEBSITE
The website of your Company, www.supershaktimetaliks.com, has been designed to present the Company’s businesses up-front on the home page. The site carries a comprehensive database of information including the Financial Results of your Company, Shareholding pattern, Director’s & 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.
HUMAN RESOURCES
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.
VIGIL MECHANISM FOR DIRECTORS AND 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.
RISK MANAGEMENT POLICY
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.
POLICY ON PRESERVATION OF THE DOCUMENTS
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.
POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS
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.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
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. 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 Company’s 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 Auditor’s 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 Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse re¬ mark.
Internal Auditor:
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.
\ AW
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 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 Company’s financial records are maintained on the ERP System which is effective and ade¬ quate in line with the size of its operations.
Secretarial Auditor:
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 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.
Cost Auditor:
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
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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.
REPORTING OF FRAUD
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.
PARTICULARS OF EMPLOYEES
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 Board’s 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.
CORPORATE GOVERNANCE
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.
PUBLIC DEPOSITS
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.
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 T oLrlitA
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DETAILS
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FY 2024-25
|
FY 2023-24
|
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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.
COMPLIANCE WITH SECRETARIAL STANDARDS
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 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.
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.
INDUSTRIAL RELATIONS
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.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND IIEPFI
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).
CONSOLIDATION OF ASSOCIATES /JOINT VENTURES/SUBS1D1ARIES
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.
INSIDER TRADING REGULATIONS
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 (“Code”), 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.
DIRECTORS’ RESPONSIBILITY STATEMENT
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.
POLICIES
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
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 SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
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.
STATUS ON COMPLIANCE WITH THE INSOLVENCY AND BANKRUPTCY CODE. 2016
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.
CAUTIONARY STATEMENT
Statements in the Annual Report, including those which relate to Management Discussion and Analysis de¬ scribing 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 P\ Ý f) .
Date: 26-05-2025
Deepaf?Agarwal —ASyRudramtcayan Jana
Director Whole-Time Director ^
DIN: 00343812 DIN: 06584512
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