Your Directors have pleasure in presenting the Thirtieth Annual Report on the business and operations of the Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2024 and the Report of the Auditors thereon.
1. FINANCIAL PERFORMANCE AND REVIEW : (Standalone and Consolidated)
(Rs. in Lakhs)
|
Particulars
|
Standalone
|
Consolidated
|
| |
31.03.2024
|
31.03.2023
|
31.03.2024
|
31.03.2023
|
|
Gross Income
|
6255.23
|
5759.78
|
6258.28
|
5880.96
|
|
Expenditure
|
4536.24
|
4242.99
|
4543.03
|
4267.27
|
|
Profit/ loss before Depreciation , Finance Costs, Exceptional Items & Taxation
|
1718.99
|
1516.79
|
1715.25
|
1613.69
|
|
Less: Depreciation
|
102.13
|
71.45
|
103.67
|
73.33
|
|
Profit/ loss after Depreciation and before Finance Costs, Exceptional Items & Taxation
|
1616.86
|
1445.34
|
1611.58
|
1540.36
|
|
Less: Finance Costs
|
60.42
|
58.35
|
60.42
|
61.34
|
|
Profit/ loss before Exceptional Items & Taxation
|
1556.44
|
1386.99
|
1551.16
|
1479.01
|
|
Add/ (Less): Exceptional Items
|
0.00
|
0.00
|
0.00
|
0.00
|
|
Profit/ loss before taxation
|
1556.44
|
1386.99
|
1551.16
|
1479.02
|
|
Less: Provision for Taxation For earlier years
|
10.47
|
6.97
|
10.00
|
29.95
|
|
For current year
|
386.68
|
347.00
|
394.08
|
353.02
|
|
Deferred Tax Liability
|
10.76
|
11.53
|
12.83
|
7.30
|
|
Net Profit after Taxation
|
1148.54
|
1021.49
|
1134.26
|
1088.74
|
|
Add: Share of Profit in Associate
|
-
|
-
|
52.02
|
32.16
|
|
Add: Other Comprehensive Income for the year
|
(7.80)
|
4.38
|
(7.80)
|
4.38
|
|
Profit after Tax after Share of Profit in Associate and Comprehensive Income
|
1140.73
|
1025.87
|
1178.47
|
1125.28
|
|
Less: Minority Interest
|
-
|
-
|
-
|
-
|
|
Profit for the Year
|
1140.73
|
1025.87
|
1178.47
|
1125.28
|
|
Basic (EPS)
|
7.55
|
6.79
|
7.80
|
7.45
|
|
Diluted (EPS)
|
7.55
|
6.79
|
7.80
|
7.45
|
|
Opening Balance of Retained Earnings
|
5667.66
|
5197.16
|
7093.35
|
6530.16
|
|
Closing Balance of Retained Earnings
|
6240.33
|
5667.66
|
7652.75
|
7093.35
|
2. AMOUNT TRANSFERRED TO RESERVES:
The Board of Directors proposes to transfer an amount of Rs. 114.85 Lakhs to General Reserve for the Financial Year 2023-24.
3. DIVIDEND:
The Board of Directors of the Company at their meeting held on the 8th day of July, 2023 has declared 1st Interim Dividend @ 10% for every Equity Share of Rs. 10/- each and has declared 2nd Interim Dividend @10% for every Equity Share of Rs.10/- each at their meeting held on 5th day of February, 2024 after considering the Provisional Financials of the Company. The Board further recommends a Final Dividend @ 10% for every Equity Share of Rs. 10/- each after taking into consideration the Financial strength of the Company. On the whole the Company has declared a dividend of Rs. 3.00/- i.e, @30% for every Equity Share of Rs.10/- each for the Financial Year 2023-24.
4. STATE OF AFFAIRS OF THE COMPANY DURING THE YEAR:
i. Standalone:
During the year under review, the Company has recorded an Income of Rs. 6255.23 Lakhs as compared to the previous year amount of Rs. 5759.78 Lakhs. The Expenditure incurred before depreciation during the year was Rs. 4536.24 Lakhs as against the amount of Rs. 4242.99 Lakhs during the previous year. The depreciation and provision for taxes provided during the year were respectively Rs. 102.13 Lakhs and Rs. 407.90 Lakhs as compared to the depreciation and provision for taxes provided for the previous year were Rs. 71.45 Lakhs and Rs. 365.51 Lakhs respectively. Hence, the Company has earned a Net Profit of Rs. 1140.73 Lakhs as compared to the previous year amount of Rs. 1025.87 Lakhs. The Board has taken all necessary steps to expand its business activities by establishing new Branches/Centers in other States and also by adding new services and products. The income from the segment of e-Governance also will certainly increase the business of the Company and has opened around 5000 Franchises during the Financial Year 2023-24. The Company expects bright future in the years to come.
Consolidated:
During the year under review, the Company has recorded an Income of Rs. 6258.28 Lakhs as compared to the previous year amount of Rs. 5880.96 Lakhs. The Expenditure incurred before depreciation during the year was Rs. 4543.03 Lakhs as against the amount of Rs. 4267.27 Lakhs during the previous year. The depreciation and provision for taxes provided during the year were respectively Rs. 103.67 Lakhs and Rs. 416.90
Lakhs as compared to the depreciation and provision for taxes provided for the previous year were Rs. 73.33 Lakhs and Rs. 390.27 Lakhs respectively. Hence, the Company has earned a Net Profit of Rs. 1178.47 Lakhs as compared to the previous year amount of Rs. 1125.28 Lakhs.
ii. CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of Business of the Company during the Financial Year 2023-24.
iii. CHANGE IN ACCOUNTING POLICIES:
The financial statements for the F. Y 2023-24 have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act. The Balance Sheet, Statement of Profit and Loss (including other comprehensive income) and Statement of changes in Equity are prepared and presented in the format prescribed in the Division III of Schedule III to the Companies Act, 2013 (“the Act”). The Statement of Cash Flows has been prepared and presented as per the requirements of Ind AS.
iv. MATERIAL CHANGES AND COMMITMENTS OCCURRED SINCE THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT:
After the completion of the Financial Year 2023-24, the Company has received two adjudication orders from SEBI w.r.t. the Show Cause Notices dated 26.12.2022 and 28.12.2022 levying minimum penalty of Rs.3,50,000/- and Rs.25,000/- Respectively against the Company. However, there is no material impact on the operations of the Company with respect to the above said Adjudication orders received by the Company.
v. MILESTONES ACHIEVED:
The Company through its Wholly Owned Subsidiary (i.e.)., M/s. Steel City Commodities Private Limited has purchased an own site admeasuring 555 Sq yards and proposes to build another five storied building with a build up area of about 18,000 Sft at Rajendra Nagar, Visakhapatnam.
vi. DEPOSITORY SYSTEM:
The Equity Shares of the Company are compulsorily tradable in electronic form. As on March 31,2024, out of the Company’s total paid-up Equity Share Capital comprising of 1,51,07,095 Equity Shares, only 72,800 Equity Shares are in physical form and the remaining shares are in electronic form (demat form). In view of the numerous advantages offered by the Depository System, the Members holding shares in physical form are advised to avail the facility of dematerialization.
vii. GROWTH PROSPECTS FOR INDIAN CAPITAL MARKET IN 2024:
Capital markets play a crucial role in fuelling economic growth and development in the country. The Indian capital market is poised for continued growth, driven by a young and aspirational population, rising incomes, and increasing financial literacy.In the economy, this vibrant and dynamic marketplace not only generates wealth but also provides an avenue for individuals and companies to raise funds for productive purposes, fostering entrepreneurship and investment.
The capital market also provides options for risk diversification for investors, leading to enhanced overall financial inclusion and economic stability. To enhance investor confidence and attract more participants, the Indian government has introduced measures such as simplified regulations, improved corporate governance practices, and greater transparency in reporting standards. Initiatives taken by the government are crucial to enhance the overall efficiency, security, and effectiveness in the operations. These reforms are not just incremental changes; they are transformative leaps that will unlock India's true potential. While the strength and accessibility of Indian markets have been ensured by regulatory framework and technological advancements, it is crucial to further strengthen the regulatory environment, expand market participation, and promote financial literacy to foster a thriving and inclusive capital market in India.
Viksit Bharat @2047 aims to transform India into a developed economy focussed on strengthening the capital markets, technology, infrastructure, etc. that promote the achievement of this goal. Widening the reach of the capital markets will help in smoothening the business functions as it enables them to have a wider and more accessible market to pool funds, increasing market liquidity and thus promoting ease of business. The vision of a developed India also intends to deepen financial inclusion in the economy, by making necessary amendments in the key sectors and hence catering towards enhanced knowledge about the capital markets and their uses so that even small and medium enterprises can invest in such markets. With promising economic indicators and sustainable development, we firmly believe that India will emerge as a developed economy with thriving capital markets by the time we celebrate our 100 years of independence.
5. CAPITAL AND DEBT STRUCTURE:
a. AUTHORISED SHARE CAPITAL:
The present Authorised Share Capital of the Company is Rs. 2,500 Lakhs.
b. ISSUED AND PAID - UP SHARE CAPITAL OF EQUITY SHARES:
The present Issued and Paid-up Share Capital of the Company is Rs. 15,10.71 Lakhs.
c. ISSUE OF EQUITY SHARES:
During the year the Company has not issued any Equity Shares.
d. BUY BACK OF SECURITIES:
The Company has not bought back any of its Securities during the year under review.
e. SWEAT EQUITY:
The Company has not issued any Sweat Equity Shares during the year under review.
f. BONUS SHARES:
No Bonus Shares were issued during the year under review.
g. EMPLOYEES STOCK OPTION PLAN:
The Company has not provided any Stock Option Scheme to the Employees.
h. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:
The Company has not issued any Equity Shares with differential Rights during the year.
i. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES:
The Company has not provided any money for purchase of own Shares, by Employees or by Trustees for the benefits of Employees.
6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
During the Financial Year 2022-23, the Company is supposed to transfer an amount of Rs.1,68,240/- due and outstanding to be credited to investor education and protection funds. But, due to technical glitches in the MCA website the remittance could not be made with in the due date i.e. 23/03/2023. However, the Company has filed form No.IEPF-1 with in the due date. The delay in remittance is due to the conditions beyond the control of the Company. The same remains due till date. During the year under review there were no such amounts that are requested to be transfered to Investor Education and Protection Fund.
7. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Section 124(6) Companies Act, 2013, the Company is required to transfer Shares of the Company relating to those Shareholders who haven’t claimed Dividend for a period of 7(Seven) Consecutive years. Hence, as per the above provisions, the Company is not liable to transfer any shares to Investor Education and Protection Fund during the Financial year 2023-24.
8. MANAGEMENT:
(a) Change in the Composition of the Board of Directors:
During the year under review, there is no change in the Composition of the Board of Directors of the Company.
(b) Independent Directors:
Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Sri Godithi Satya Rama Prasad; Sri. Bheri Krishna Rao; Sri. Geddam Vijaya Kumar; Sri. Emmididsetty Sridhar continue as Independent Directors of the Company.
All the Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.
(c) Retirement by Rotation:
In terms of Section 152 of the Companies Act, 2013 Smt. G.V. Vandana, Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered herself for re-appointment.
The Board confirms that none of the Directors of the Company are 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.
(d) Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the Board of Directors have approved the appointments of Sri Kamireddi Satyanarayana, Executive Chairman; Sri Satish Kumar Arya, Managing Director & CEO; Sri. T. V. Srikanth, Director IT; Sri Ramu Naraharasetti, Chief Financial Officer (CFO) and Smt. M. Srividya, Company Secretary continue to hold the office as KMP of the Company.
9. COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNEARATION:
The Company has formulated a policy on Director’s appointment and Remuneration which is available on the website of the Company www.steelcitynettrade.com .
10. REMUNERATION OF MD/ WTD FROM SUBSIDIARY COMPANY:
None of the Whole Time Director’s or Managing Director of the Company does not draw any remuneration from the Subsidiary Company.
11. DIRECTORS’ RESPONSIBILITY STATEMENT:
Based on the framework of Internal Financial Controls and Compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s Internal Financial Controls were adequate and effective during the Financial Year 2023-24.
Pursuant to Section 134 (5) of the Companies Act, 2013, Board of Directors of the Company, confirm that:
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, consulted 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.
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;
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.
12. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:
Our Company has One (1) Wholly Owned Subsidiary i.e., M/s. Steel City Commodities Private Limited and an Associate Company i.e, M/s. Steel City Financial Services Private Limited. The financial performance of both the Companies is enumerated below:
Steel City Commodities Private Limited
Steel City Commodities Private Limited became Subsidiary of the Company in 2004 and Wholly Owned Subsidiary of the company during the Financial Year 2018-19, is in the business of Corporate Insurance Agent and also into the business of Credit cards. During the Financial Year 2023-24, the Subsidiary has earned a Net Profit of Rs. 82.17 Lakhs as against the Net Profit of Rs. 67.26 Lakhs for the Financial Year 2022-23.
Steel City Financial Services Private Limited
Steel City Financial Services Private Limited is an Associate Company of Steel City Securities Limited carrying on the business of Non-Banking Financial Services by providing Project finance loans, Housing Loans, Personal Loans, Loans against Shares etc., to its clients. During the Financial Year 2023-24, the Associate Company has earned a Net Profit of Rs. 136.51 Lakhs as against the Net Profit of Rs. 88.89 Lakhs for the Financial Year 2022-23.
13. DISCLOSURE UNDER SEXUAL HARAASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.
The Company has always believed in providing a safe and harassment free workplace for every individual working in premises and always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.
During the year ended 31st March, 2024, the Company has not received any complaint pertaining to sexual harassment / discriminatory Employment.
14. ISO CERTIFICATION:
The Company holds ISO/ IEC 270001: 2013 Certification with the scope of the Information Security Management System from Pyramid Certifications LLP. The Company has been complying with the concerned procedure in this regard.
15. NUMBER OF MEETINGS OF THE BOARD:
During the F.Y. 2023-24, the Board of Directors met for 10 (Ten) times to discuss about the business and other important matters relating to the Company and the details of the meetings of the Board are mentioned in the Corporate Governance Report, which forms part of this report.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm's length basis and are approved by the Audit Committee.
These have been discussed in detail in the Notes to the Standalone Financial Statements in this Annual Report and also a report on related party transactions entered into by the Company is annexed as Annexure - 2 to the Board's Report.
17. DEPOSITS:
The Company has not accepted any fixed deposits attracting the provisions of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.
18. AUDITORS:
(a) Statutory Auditors:
At the Annual General Meeting held on the 27th day of September, 2023, M/s. Rao & Kumar, Chartered Accountants, Visakhapatnam (FRN: 003089S) were appointed as Statutory Auditors of the Company who shall hold office for a period of 4 years from the Financial Year 2023-24. Since the appointment of the Statutory Auditor of the Company is to be ratified at every Annual General Meeting and hence, the Board proposes the ratification of the appointment of the Statutory Auditors at the ensuing Annual General Meeting.
(b) Internal Auditors:
M/s. Rao & Manoj Associates, Chartered Accountants, Visakhapatnam were appointed as the Internal Auditors of the Company for the Financial Year 2023-24, who are acting independently and also responsible for regulatory and legal requirements relating to operational processes and internal systems. As the Board is satisfied with the performance of these Auditors, the Board Proposes to appoint them as Internal Auditors
for the Financial Year 2024-25 also. These Auditors Report directly to the Chairman of rj the Board of Directors.
Sri. Y.S.N. Murthy, Chartered Accountant, Visakhapatnam was appointed as Internal Auditor of the Company for the Financial Year 2023-24, who is acting independently and also responsible for regulatory and legal requirements relating to D.P Operations and the Internal Audit relating to the POP operations of the Company under the Pension Fund Regulatory Authority of India of the company. As the Board is satisfied with the performance of the Auditor, the Board Proposes to appoint him as Internal Auditor for the Financial Year 2024-25 also. These Auditors Report directly to the Chairman of the Board of Directors.
M/s. Ramamoorthy(N) & Co, Chartered Accountants, Visakhapatnam were appointed as Internal Auditors as per the Circular issued by Securities Exchange Board of India for the Financial Year 2023-24. They continue to act as Internal Auditors of the Company for the Financial Year 2024-25 also.
M/s. RK Sangu & Associates, Chartered Accountants, Visakhapatnam were appointed as GST Auditors of the Company for the Financial Year 2023-24 to conduct GST Audit of the Company. As the Board is satisfied with the performance of these Auditors the Board proposes to appoint them as GST Auditors for the Financial Year 2024-25 also.
Mr. Sanjay Ravindra Kumar Desai, Practising Company Secretary was appointed as Internal Auditor of the Company to audit the TIN -FC Operations of the Company for the Financial Year 2023-24. Since the Board is satisfied with the performance of this auditor, the Board proposes to appoint him as Internal Auditor for the Financial Year 2024-25 also.
(c) Systems Auditors:
M/s. Paras B Shah & Associates, Chartered Accountants, were appointed as the Systems Auditors of the company and also as per the NSE, BSE, MSEI, MCX and NCDEX Exchanges notified Rules & Regulation from time to time for the Year 2023-24. They continue to act as Systems Auditors of the Company for the Financial Year 2024-25 also.
(d) Secretarial Auditors:
M/s. ASN Associates, Practicing Company Secretaries, Visakhapatnam were appointed as Secretarial Auditors of the Company as per provisions of Section 204 of the Companies Act, 2013 and Rules made there under for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year 2023-24 forms part of the Annual Report as Annexure- 8 to the Board’s Report. As the Board is satisfied with the performance of these Auditors the Board Proposes to appoint them as Secretarial Auditors for the Financial Year 2024-25 also.
19. STATUTORY AUDITORS’ REPORT:
The standalone and consolidated financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act.
The Statutory Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimers.
The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under Section 143 (12) of the Act, during the year under review.
20. CREDIT & GUARANTEE FACILITIES:
The Company has been availing secured loans, overdraft facilities and bank guarantee facilities from HDFC Bank Limited, Karur Vysya Bank Limited and ICICI Bank Limited from time to time to meet the business requirements.
21. PARTICULARS REGARDING ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The nature of activities which are being carried on by your Company doesnot require consumption of Energy. However, Your Company continues to explore all possible avenues to reduce energy consumption wherever applicable.
The particulars as prescribed under Sub - Section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)Rules, 2014 is enclosed as Annexure - 5 to the Board's Report.
22. COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Company has devised proper internal control systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
23. MANAGEMENT DISCUSSION ANALYSIS:
A detailed report on the Management Discussion & Analysis is given as Annexure - 9 to the Board's Report.
The Board has been continuing its efforts and has taken the required steps in the following areas:
1. Industry Structure and Development
2. Growth Strategy.
3. Segment-Wise Performance
4. Internal Control Systems and their adequacy
5. Strengths, Weaknesses, Opportunities and Threats
6. Financial Performance with respect to Operational Performance
7. Material Developments in Human Resources / Industrial Relations
8. Strict Compliances
9. Talent Management, Leadership Development, and Talent Retention.
10. Learning and Development
24. CORPORATE GOVERNANCE:
Your Company has been complying with the principles of good Corporate Governance over the years. In compliance with Regulation 34 of the SEBI (LODR) Regulations 2015, a separate report on Corporate Governance forms an integral part of this report as Annexure - 3 to the Board's Report. The Auditor Certificate on Corporate Governance is also annexed along with the report on Corporate Governance is annexed as Annexure -4 to the Board's Report.
Board diversity
The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage.
25. FAMILIRAISATION PROGRAMMES:
In terms of the provisions of Regulation 25 of the Listing Regulations, the Company has framed a policy on ‘Familiarisation Programme for Independent Directors'. Accordingly, upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which inter alia explains the role, function, duties and responsibilities expected as a Director of the Company.
Further, Independent Directors are familiarised with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, various businesses in the group etc. The Directors are also explained in detail the compliance required from them under the Act and Listing Regulations. Further, on an ongoing basis as a part of Agenda of the Board/ Committee Meetings, presentations are regularly made to Independent Directors on various matters inter alia covering the business strategies, management structure, management development, quarterly and annual results, budgets, review of internal audit, risk management framework, operations of the Subsidiaries.
26. SUCCESSION PLAN:
The Board has satisfied itself that plans are in place for orderly succession for appointment to the Board of Directors and Senior Management.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability. During the year, the Company has spent an amount of Rs. 29.53 lakhs which is a mandatory requriment to be spent by the company on CSR activities as per the provisions of Section 135 of the Companies Act, 2013.
Your Company's CSR Policy Statement and Annual Report on the CSR Activities undertaken during the Financial Year ended 31st March, 2024, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure - 6 to the Board's report.
28. ANNUAL RETURN:
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the Annual Return is available on the Website of the Company on the following link: www.steelcitynettrade.com
29. INTERNAL FINANCIAL CONTROLS:
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
30. 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. During the year under review, the Company has received a Show Cause Notice No: EAD-6/ AK/BS/14344/1-2/2023 dated 10.04.2023 from SEBI. However, an Adjudication Order w.r.t the Show Cause Notice dated 10.04.2023 was issued by SEBI whereby all the allegations levelled against the Company in the said Show Cause Notice were disposed of.
31. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES AS PER SECTION 197(12) UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
The remuneration paid to the Directors is in accordance with the recommendations of Nomination and Remuneration Committee formulated in accordance with Section 178 of the Companies Act, 2013 and any other re-enactment(s) for the time being in force.
Particulars of employees as required in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure - 7 to the Board's Report.
32. DECLARATION BY INDEPENDENT DIRECTORS:
Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every Financial Year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013. The same Declaration has been received from all the Independent Directors of the Company for the Financial Year 2023-24.
33. VIGIL MECHANISM:
Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.
Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(9) of the Companies Act, 2013 and reviews the said policy from time to time, to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics. The Vigil Mechanism provides a mechanism for employees of the Company to 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 and to report the same to the Chairman of the Audit Committee. Any incidents that are reported are investigated and suitable action taken in line with the Whistle Blower Policy. No person has been denied access to the Chairman of the Audit Committee of the Board of Directors. The Whistle Blower Policy is also available on your Company’s website (www.steelcitynettrade.com).
34. RISK MANAGEMENT:
All the risks are discussed at the Senior Management Level at their meetings periodically to ensure that the risk mitigation plans are well thought out and implemented and adverse impact of risks is avoided or kept within manageable proportions. Further, the Board has been identifying the elements of the Risks which may threaten the existence of the Company from time to time.
35. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS PURSUANT TO SECTION 186 OF THE COMPANIES ACT, 2013:
The particulars of loans, guarantees and investments have been disclosed in the financial statements. However, the Inter Corporate Loan of Rs. 1.5 Crores to its wholly Owned Subsidiary M/s. Steel City Commodities Private Limited during the previous Financial Year remains due.
36. BOARD EVALUATION:
The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the 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 Securities Exchange Board of India on January 5, 2017.
The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings,
( etc. In addition, the Chairman was also evaluated on the key aspects of his role. X
In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman as well as the Whole-Time Directors was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
The evaluation process endorsed the Board's confidence in the ethics standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information with the Board.
37. INSURANCE:
All the assets of the Company wherever necessary and to the extent required have been adequately insured.
38. EMPLOYEE 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.
39. STATUTORY COMPLIANCES:
The Company has complied and continues to comply with all the applicable Regulations, Circulars and Guidelines issued by the MCA, Exchanges, SEBI, other Regulating Agencies, filings, etc.
40. GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a. Neither the Managing Director nor any of the Whole-Time Director's of the Company receives any remuneration or commission from any of its subsidiary.
b. Issue of Equity Shares with differential rights as to Dividend, voting.
c. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.
d. There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the FY 2023-24.
e. There was no instance of one-time settlement with any Bank or Financial Institution.
. CREDIT RATING:
During the year under review, the company has obtained SME rating from CRISIL and was awarded SME 2 rating which indicates high level of creditworthiness.
42. ACKNOWLEDGEMENTS:
Steel City Securities Limited is grateful to the Government of India, Securities and Exchange Board of India, Registrar of Companies, Vijayawada, National Stock Exchange of India Limited, BSE Limited National Securities Clearing corporation limited, Metropoliten stock exchange of India Limited, Multi Commodity Exchange (MCX), National Commodities & derivatives exchange, National Securities Depository Limited, central depository services (India) limited, protean e-governance technologies limited, Pension fund Regulatory & Development Authority (PFRDA), Bankers, Rating Agencies (CRISIL), Government Authorities, Local Bodies and other agencies for their continued co-operation, support and guidance.
Steel City Securities Limited would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees, whose outstanding professionalism, commitment and initiative has made the organizations growth and success possible and continues to drive its progress. The Directors also express their gratitude to the Bankers and Auditors of the Company. Finally, the Directors wish to express their gratitude to the members for their trust and support.
By Order of the Board For STEEL CITY SECURITIES LIMITED
Place: Visakhapatnam Date: 16.05.2024
(K. Satyanarayana) (Satish Kumar Arya)
Executive Chairman Managing Director
(DIN: 00045387) (DIN: 00046156)
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