The Board of Directors of MSP STEEL & POWER LIMITED ('Company') is pleased to present the Fifty-Fifth integrated Annual Report along with financial statements of the Company, for the financial year ended 31st March 2024. A brief summary of the Company's standalone and consolidated performance is given below:
COMPANY PERFORMANCE FINANCIAL RESULTS
|
(Rs. in Lakhs)
|
|
Particulars
|
Standalone
|
Consolidated
|
|
F.Y. 23-24
|
F.Y. 22-23
|
F.Y. 23-24
|
F.Y. 22-23
|
|
Revenue from Operations
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2,87,385.40
|
2,55,039.96
|
2,87,385.40
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2,55,039.96
|
|
Other Income
|
3,835.85
|
1,157.47
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3,840.91
|
1,161.28
|
|
Total Income (A)
|
2,91,221.25
|
2,56,197.43
|
2,91,226.31
|
2,56,201.24
|
|
Total Expenses (B)
|
2,89,148.44
|
2,62,256.45
|
2,89,158.05
|
2,62,264.27
|
|
Profit/(Loss) Before Tax (C=A-B)
|
2,072.81
|
(6,059.02)
|
2,068.26
|
(6,063.03)
|
|
Add/(Less): Exceptional Items (D)
|
-
|
30.75
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-
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30.75
|
|
Share of Profit / (Loss) of Associates, joint venture (E)
|
-
|
1.09
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314.34
|
|
Less: Tax Expenses (F)
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633.91
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(658.65)
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634.71
|
(658.22)
|
|
Income Tax for Earlier Years
|
-
|
-
|
-
|
|
Deferred Tax
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633.91
|
(658.65)
|
634.71
|
(658.22)
|
|
Profit/(Loss) for the Year (C-D E-F)
|
1,438.90
|
(5,369.62)
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1,434.64
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(5,059.73)
|
|
Other Comprehensive Income/(Loss)(net of tax)
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(196.40)
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226.24
|
(196.40)
|
216.73
|
|
Total Comprehensive Income
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1,242.50
|
(5,143.38)
|
1,238.24
|
(4,843.00)
|
PERFORMANCE 2023-2024
The Financial Year 2023-2024 has registered increase in production and sales volumes as compared to previous financials.
On a Standalone basis, the revenue for the Company for the financial year 2023-24 was Rs. 2,87,385.40 lakh, registering a growth of 12.68% as compared to the previous year revenue of Rs. 2,55,039.96 Lakhs. The EBITDA for the year was Rs. 16,377.03 Lakhs, registering a substantial growth of 117.04% as compared to previous year EBITDA of Rs. 7,545.43 Lakhs. The Net profit for the financial year 2023-24 was Rs. 1,438.90 lakhs in comparison to Rs. (5,369.62) lakhs for the previous year.
On a Consolidated basis, the revenue for the Company for the financial year 2023-24 was Rs. 2,87,385.40 Lakhs, registering a growth of 12.68 % as compared to the previous year revenue of Rs. 2,55,039.96 Lakhs.
The Consolidated EBITDA for the year was 16,378.58 Lakhs, registering a substantial growth of 108.43% as compared to previous year EBITDA of Rs. 7858.17 Lakhs. The Consolidated Net Profit for the financial year 202324 was Rs. 1,434.64 Lakhs in comparison to Rs. (5,059.73) Lakhs for the previous year.
The Consolidated Profit after Tax was Rs. 1434.64 Lakhs in comparison to Rs. (5059.73) Lakhs registering a significant growth over the previous year on account of operating leverage.
1. DIVIDEND
For the financial year under review, your Company has not recommended any dividend at the forthcoming Annual General Meeting (AGM) for the year ended 31st March 2024. The decision was made to utilize the surplus for the future growth of the Company.
Dividend Distribution Policy:
In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Dividend Distribution Policy which is accessible at the Company's website at www.mspsteel.com/ about-us/corporate-policies
2. TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve Account during the financial year ended March 31, 2024.
CHANGE IN SHARE CAPITAL
During the Financial Year 2023-2024, there was no change in the Authorized Share Capital and Paid-up Share Capital of the Company. The equity shares of the Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE")
3. OPTIONALLY CONVERTIBLE DEBENTURES (OCD)
The aggregate outstanding amount of Optionally Convertible Debentures ("OCD") of the Company as on 31st March 2024 is. H 4,519,705,540/- consisting of 451,970,554 OCDs of face value of H10/- each
4. SUBSIDIARIES, & JOINT VENTURES
In line with Section 129(3) of the Act read with Companies (Accounts) Rules, 2014, the Listing Regulations and in accordance with Indian Accounting Standards, Consolidated Financial Statements (CFS) prepared by your Company
includes financial information of the Subsidiary , Joint Venture and their contribution to the overall performance of your Company during the year under review. The statement containing the salient features of our subsidiaries in the prescribed form AOC-1 is appended as Annexure-1 to the Director's Report and forms part of this report. The Statement provides the detailed performance of the Subsidiaries including associate company and Joint venture.
The Company has two Subsidiaries i.e MSP Cement Limited and Prateek Mines & Minerals Private Limited and one Joint Venture i.e Madanpur South Coal Company Limited as on 31st March, 2024.
Your Company has formulated a policy for determining 'Material Subsidiary', in terms of the Regulation 16(c) of the Listing Regulations, as amended from time to time. The said policy can be accessed on the Company's website at the link: https://www.mspsteel.com/images/
corporate-policies/POLICY-FOR-DETERMINING-MATERIALITY-OF-EVENTS.pdf
CONSOLIDATED FINANCIAL STATEMENTS
Audited annual consolidated financial statements forming part of the annual report have been prepared in accordance with Companies Act, 2013, Indian Accounting Standards (Ind AS) 110-'Consolidated Financial Statements' and Indian Accounting Standards (Ind AS) 28 - Investments in Associates and Joint Ventures', notified under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and as amended from time to time.
5. PUBLIC DEPOSITS
During the year ended 31st March, 2024, the Company had not accepted any public deposits and no amount on account of principal or interest on public deposits was outstanding as on 31st March, 2024.
6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has disclosed the full particulars of the Loans given, Investments made or Guarantees given or Security provided as required under Section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in the notes to financial statements forming part of the Annual Report. Investment made or Guarantees given or Security provided are within the limit as prescribed under Section 186 of the Companies Act, 2013.
7. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section and forms an integral part of the Annual Report for 2024. This Report provides a comprehensive perspective on the economic, social, and environmental aspects material to our strategy and our ability to create and sustain value for our key stakeholders. It also includes the reporting requirements as specified by Regulation 34(2)(e) read with Schedule V of the Listing Regulations.
8. CORPORATE GOVERNANCE
Your Company is committed to maintain highest standards of corporate governance and adherence to the corporate governance requirement set out by SEBI Listing Regulations.
The requisite Certificates from a Secretarial Auditor confirming compliance with the Corporate Governance is attached with the report on Corporate Governance.
9. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)
The Company accordingly does not fall under the top 1000 listed companies based on the market capitalization as on 31st March, 2024. Therefore, the
BRSR as stipulated under the Regulation 34(2) (f) of the Listing Regulations is not applicable to the Company for the financial year 2023-2024.
10. ANNUAL RETURN
As per the provisions of section 134 (3) (a) the Annual Return of the Company for the Financial Year 2023-24 may be accessed under investor relation tab on the Company's website at the https://www. mspsteel.com/investors/annual-report-and-returns/annual-returns
11. DIRECTORS & KEY MANAGERIAL PERSONNEL
Your Board of Directors comprises of mix of Executive and Non-Executive Directors including a woman director with rich experience and expertise across a range of fields such as corporate finance, strategic management, accounts, legal, marketing, brand building, social initiative, general management and strategy. Except, Independent Directors, all other Directors are liable to retire by rotation as per the provisions of the Companies Act, 2013.
Director Retiring by Rotation
In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Manish Agrawal (DIN: 00129240) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The proposal regarding his re-appointment is placed for approval by the shareholders.
Resignation of Independent Director Mr. Prateek Bansal (DIN: 01836662) tendered his resignation from the post of Independent Director of the Company with effect from closure of business hours on 12th August 2024 due to other commitments. The Board places on record its appreciation for the invaluable contribution and guidance provided by him to the Company over the years.
Cessation of Independent Directors due to Expiry of Tenure
The Board of Directors at their meeting held on August 14, 2024, noted the cessation of Mr. Navneet Jagatramka (DIN: 01579357) and Mr. Ashok Kumar
Soin (DIN: 02986145), as Independent Directors of the Company w.e.f. the conclusion of the 55th Annual General Meeting of the Company consequent to completion of their second and final term of 5 (five) consecutive years. The Board of Directors and the management of the Company expressed their deep appreciation and gratitude for the valuable counsel rendered by Mr. Navneet Jagatramka and Mr. Ashok Kumar Soin during their association with the Company over the years.
Appointment of Mangaing Director and Joint Managing Director
Mr. Saket Agrawal (DIN: 00129209) was proposed to be re-appointed as Managing Director of the Company for a period of 5 (five) years w.e.f 14th November 2024 up to 13th November 2029, subject to approval of the Shareholders of the Company at the ensuing Annual General Meeting.
Mr. Manish Agrawal (DIN: 00129240) was proposed to be appointed as Joint Managing Director of the Company for a period of 5 (five) years effective from 12th August 2024 up to 11th August 2029, subject to approval of the Shareholders of the Company at the ensuing Annual General Meeting.
Appointment of Independent Director
Three new Independent Directors have been brought on Board to optimise the composition of the Board.
Mr. Pramode Kumar Pandey (DIN: 10714970), Mr. Anubhav Goenka (DIN: 00543736), and Mr. Pranab Kumar Chakrabarty (DIN: 07924042) have been appointed as Additional Directors designated as Independent Directors of the Company for a term of 5 (five) consecutive years with effect from 8th August 2024 subject to the approval of members in the ensuing 55th Annual General Meeting.
Further, Mrs. Suneeta Mohanty (DIN: 08398436) has been re-appointed as an Independent Director w.e.f. conclusion of the ensuing 55th Annual General Meeting for a second term of 5 (five) consecutive years, on expiry of her tenure, subject to the approval of members in the ensuing 55th Annual General Meeting.
Details of the appointment and cessation are updated on the website of the Company at https:// www.mspsteel.com/investors/company-updates.
Declaration by Independent Director
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company
In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Integrated Annual Report.
None of the Directors on the Board of your Company are disqualified for being appointed as a Director as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014 or applicable regulations of the Listing Regulations.
Key Managerial Personnel Pursuant to the provision of Section 2(51) and Section 203 of the Act, read with Rules framed thereunder, the Key Managerial Personnel of the Company are Mr. Saket Agrawal -Managing Director; Mr. Kamal Kumar Jain - Chief Financial Officer; Ms. Shreya Kar - Company Secretary & Compliance Officer
DETAILS OF BOARD AND COMMITTEE MEETINGS
In order to align the future prospects of the Company along with for focused attention on the business and for better governance and accountability. the Board has constituted the Committees viz, Audit Committee, Stakeholders Relationship Committee,
Nomination and Remuneration Committee and Corporate Social Responsibility Committee.
The Details of the change in composition of the Committees, its term of reference and number of meetings held and attendance in the meetings during the financial year 2023-2024, have been disclosed separately in the Corporate Governance Report section of this Annual Report.
During the year under review, 12 meetings of the Board of Directors were held. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2023-24 are given in the Corporate Governance Report forming part of this Integrated Annual Report.
The Independent Directors of the Company should meet at least once during the year pursuant to requirements of Schedule IV of the Act and Regulation 25 of the Listing Regulations. A meeting was scheduled on 8th November, 2023 without the attendance of non-independent directors and members of the management.
12. BOARD EVALUATION
The Company has established a policy for evaluating the performance of the Board, its Committees, and individual Directors, including both Non-executive and Executive Directors.
As per the evaluation process outlined by the NRC, the Board conducted its annual performance evaluation of the Board itself, its Committees, and individual Directors. Additionally, the independent directors performed an annual evaluation of the Chairman, the non-independent directors, and the Board as a whole. The Chairman of each Committee presented the evaluation report to the respective Committee members. The Board then assessed the performance of each Committee based on these evaluation reports. A consolidated performance evaluation report was provided to the Chairman of the Board for his review and to offer feedback to each Director.
13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and the disclosures relating to remuneration and other details, is annexed as Annexure - 3 to this report.
14. NOMINATION & REMUNERATION POLICY
In accordance with Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the Company has implemented a Nomination & Remuneration Policy. This policy outlines the guiding principles, procedures, and criteria for the selection and appointment of Directors, Key Managerial Personnel, and Senior Management Personnel. It includes criteria for determining qualifications, positive attributes, the independence of Directors, and the remuneration of Directors, Key Managerial Personnel, Senior Management Personnel, and other Employees.
During the year under review, the Board revised the Nomination & Remuneration Policy to ensure its continued relevance and to align it with changes in applicable laws and regulations. Details of the policy are included in the Report of Corporate Governance, which forms part of the Annual Report. The policy is also available on the Company's website at the following link: https://www.mspsteel.com/about-us/corporatepolicies
15. CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act, 2013.
The annual report on Corporate Social Responsibility ('CSR') containing details of CSR Policy, composition
of the CSR Committee, CSR projects undertaken and web-link thereto on the website of the Company, as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure B to this Report. For other details regarding the CSR Committee, please refer to the Report on Corporate Governance, which is a part of this Annual Report.
The objective of the Company's Corporate Social Responsibility ('CSR') initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Company's CSR policy provides guidelines to conduct CSR activities of the Company. The salient features of the Policy forms part of the Annual Report set out in Annexure-2 annexed to the Board's Report. The CSR policy is available on the website of the Company at https://www.mspsteel.com/images/corporate-policies/corporate-social-responsibility-policy. pdf The CSR Committee confirms that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives of the Company.
In view of the losses incurred by the Company during the previous financial years, the Company has no obligation for spending CSR during the FY 2023-24. However for decades, the Company has pioneered various CSR initiatives. The Company continues to address societal challenges through societal development programs and remains focused on improving the quality of life.
16. RISK MANAGEMENT
The Company has implemented a robust Risk Management framework to identify, measure, manage, and mitigate business risks and opportunities. This framework aims to create transparency, minimize adverse impacts on the business strategy, and enhance the Company's competitive advantage. By managing market, credit, and operational risks, it quantifies the potential impact at the Company level. Additional details on the Company's risk management process are
provided in the Management Discussion & Analysis Report, which forms part of the Annual Report.
17. VIGIL MECHANISM/WHISTLE BLOWER
The Company has implemented robust vigil mechanism which includes Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations to report safe and supportive workplace for all employees and associates and also to avoid violation of the Company's Code of Conduct & Ethics.
The details of the Whistle Blower Policy are provided in the Corporate Governance Report and is also available at on the website of the Company at the web-link: https://www.mspsteel.com/about-us/
corporatepolicies
18. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
The company is dedicated to unwavering commitment to providing a safe and supportive workplace for all employees and associates. The Company strictly enforces a zero-tolerance policy towards sexual harassment. We are dedicated to promoting equal employment opportunities and fostering a healthy environment free from prejudice, gender bias, and harassment. We uphold the principles of dignity and respect for all employees in every aspect of our operations.
In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 ("POSH Act"), the Company has formulated a comprehensive Policy on Prevention of Sexual Harassment at Workplace. This policy is designed to prevent, prohibit, and address any instances of sexual harassment within the workplace.
No complaint is received in relation to Sexual Harassment of Women at Workplace [Prevention, Protection and Redressal Act, 2013].
19. RELATED PARTY TRANSACTIONS
All related party transactions were reviewed and approved by the Audit Committee in accordance with the Company's Policy on Dealing with and Materiality of Related Party Transactions, as well as the related party framework that the Company has formulated and adopted. The policy is available on the Company's website at https://www.mspsteel. com/images/corporate-policies/RELATED-PARTY-TRANSACTION-POLICY.pdf.
During the year under review, all related party transactions were conducted at arm's length and in the ordinary course of business. Prior omnibus approval was obtained for related party transactions of a repetitive nature, entered into in the ordinary course of business and on an arm's length basis. Consequently, as all related party transactions were conducted in the ordinary course of business and on an arm's length basis, Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable to the Company.
Details of the related party transactions, as per Ind AS-24, have been disclosed in the notes to the standalone/consolidated financial statements forming part of the Annual Report 20232024. Additionally, disclosures of related party transactions in the format specified by the SEBI, have been submitted to the stock exchanges. These disclosures can be accessed on the Company's website at https://www.mspsteel.com/ investors/stock-exchange-compliances/related-party-transaction
20. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
21. SECRETARIAL STANDARDS
The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2), issued by Institute of Company Secretaries of India.
22. LISTING ON STOCK EXCHANGES
The Company's shares are listed on Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The relevant information as required under subsection (3)(m) of Section 134 the Act read with
Companies (Accounts) Rules, 2014 are given in Annexure-4 to the Board's Report.
24. AUDITORS & AUDITOR'S REPORT Statutory Auditors
M/s S.K. Agrawal & Company, Chartered Accountants (Firm Registration No. 306033E), Chartered Accountants, were appointed as Auditors of the Company, for a term of 2 (two) consecutive years, at the Annual General Meeting held on September 27, 2022 till the conclusion of AGM of the Company to be held for the Financial Year 202324. The Board of Directors place on record their appreciation for the services rendered by M/s S.K. Agrawal & Company as Statutory Auditors.
The provisions regarding rotation of auditors, as prescribed under the Act, are applicable to the Company. Hence, it is proposed to appoint M/s. Singhi & Co (Firm Registration No. 302049E), as the Statutory Auditors of the Company, for a period of five years, to hold office from the conclusion of this 55th AGM till the conclusion of the 60th AGM to be held for the financial year ended March 31, 2024, subject to the approval of the Members.
Accordingly, an item for appointment of M/s. Singhi & Co (Firm Registraion No. 302049E) as the Statutory Auditors of the Company is being placed at the ensuing AGM for approval of the Members. Information about the proposed appointment of statutory auditor is given in the Notice of AGM, which forms part of this Annual Report. The Board recommend their appointment to the Members.
The Statutory Auditors' Report forms part of the Annual Report as an integral part, it does not contain any qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review to report to the Audit Committee and/ or Board under Section 143(12) of Act and Rules framed thereunder.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed M/s. Bajaj Todi & Associates, Practicing Company Secretaries, (Membership Number ACS:
13216 COP: 3502) to undertake the Secretarial Audit of the Company for the FY 2023-24, based on consent received from M/s. Bajaj Todi & Associates.
The Secretarial Audit Report for the financial year 2023-24 under the Act read with Rules made thereunder and Regulation 24A of the Listing Regulations, is set out in Annexure - 5 to this Report.
The Secretarial Audit Report (MR-3) for FY 20232024 does not contain any qualification, reservation or adverse remarks.
Cost Auditor
The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act. Mr. Sambhu Banerjee, Cost Auditor (Membership No. 9780), has carried out the cost audit for applicable products during the financial year 2023-24.
The Board of Directors of the Company, on the recommendation made by the Audit Committee, have appointed Mr. Sambhu Banerjee, Cost Auditor (Membership No. 9780), as the Cost Auditors of the Company to conduct the audit of cost records of products for the financial year 2023-24. Mr. Sambhu Banerjee, being eligible, had consented to act as the Cost Auditors of the Company for the financial year 2023-24.
The Cost Audit Report for the financial year 20232024 does not contain any qualification, reservation, or adverse remark.
25. REPORTING OF FRAUD
The Auditors of the company have not reported any fraud as specified under Section 143(12) of the Act. Further, no case of Fraud has been reported to the Management from any other sources.
26. INTERNAL FINANCIAL CONTROL AND INTERNAL AUDIT SYSTEM AND THEIR ADEQUACY
The Company has adopted and implemented robust policies and procedures for ensuring the orderly and efficient conduct of its business. The
framework has been meticulously designed to align with the size, scale, and complexity of our operations.
Its primary objectives include safeguarding our assets, ensuring compliance with all relevant laws, preventing and detecting fraud, maintaining the accuracy and completeness of our accounting records, and ensuring the timely preparation of reliable financial disclosures.
The Company has documented its internal financial controls considering the essential components of various critical processes, both physical and operational. This includes its design, implementation and maintenance along with periodic internal review.
27. SIGNIFICANT AND MATERIAL ORDERS
There are no such significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of the company's operation in future.
28. INVESTOR SERVICES
The Company along with its Registrar M/S KFin Technologies Limited (KFintech) manages both physical and dematerialized (demat) work, as well as shareholder correspondence, in accordance with SEBI directives for a common Registrar and Share Transfer Agent. They have consistently strived to provide satisfactory service to our investors.
29. LISTING FEES
The listing fees payable for the financial year 2023-2024 have been paid to Bombay Stock Exchange(BSE) and National Stock Exchange of India Limited (NSE) within due date.
30. AWARDS AND RECOGNITIONS
During the year under review, our company received recognition from several esteemed institutions,
and we are proud to share some of the awards
presented to us:
1. Awarded “BRAND LEADERSHIP AWARD" presented by EIILM, Kolkata.
2. Recognized “BEST WORKPLACES IN CEMENT AND BUILDING MATERIALS" presented by INDIA, 2024.
3. Awarded “15th VISWAKARMA AWARD" by CIDC.
4. Recognized as “EPITOME OF NEW AGE SUCCESS" by Marksmen daily.
31. OTHER DISCLOSURES/REPORTING
i) None of the Directors of the Company have resigned during the year under review.
ii) There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this report.
iii) There is no change in the nature of business of the Company during the year under review.
iv) The Managing Director of the Company has not received any remuneration or commission from any of the subsidiary companies. Further the Company doesn't have any Holding Company.
v) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.
vi) The Company has not issued any sweat equity shares to its directors or employees.
vii) There was no revision of financial statements and Board's Report of the Company during the year under review.
viii) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.
ix) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
x) The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company;
xi) The Company's securities were not suspended during the year under review;
32. ANNEXURES FORMING PART OF THIS REPORT
The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form part of this Report:
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Annexure
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Particulars
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1
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FORM AOC-1
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2
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Corporate Social Responsibility for the F.Y. 2023-24
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3
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Statement of Disclosures on remuneration of directors and employees of the Company
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4
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Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
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5
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Secretarial Audit Report
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33. CAUTIONARY STATEMENT
Statement in the Directors' Report and the Management Discussion & Analysis report describing the Company's Objectives, expectations and forecasts may be "forward looking Statements" within the meaning of applicable securities laws and Regulations. Actual result may differ materially from those expressed in the statement. Important factors that may influence company's operations include global and domestic demand and supply conditions & selling prices of finished goods, input availability and prices, changes in government regulating tax laws, economic developments within the country and other parts.
34. ACKNOWLEDGEMENTS
The Board of Directors places a deep sense of appreciation to its employees for their contribution in all aspect and co-operation from customers, dealers, suppliers, investors, bankers, financial institution for their continued support and faith reposed in the Company during the year.
Your Board is deeply grateful to our investors and shareholders for the confidence and faith that has always been reposed in us. The directors are also thankful for the support rendered by Government of India, various ministries of state Governments, municipal and local authorities during the year under the review.
Our resilience to meet challenges was made possible by the hard work, solidarity, co-operation and support of all. Your directors are also grateful for the continued encouragement and support.
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