The Board of Directors present their Fifty-Second Annual Report along with the auditedstandalone and consolidated financial statements for the year ended 31st March 2021.ThisReport read with the Management Discussion and Analysis Report includes the details ofmacro-economic scenario Company's performance various initiatives by the Company as wellas its approach to risk management.
Since its incorporation in 1968 your Company has transfigured from a single productmanufacturing unit to an established integrated steel producing Company with state of artfacilities an excellent workforce technology driven processes and product portfolio tocater to the needs of the Customers.
With its uncompromising approach towards its stakeholders MSP has committed tomanufacture premium quality steel products in a cost effective manner on time and everytime.
Your Company is committed to leverage 'Alternative Thinking' to build competitiveadvantage in achieving high shareholder returns through customer centricity innovationgood governance and inclusive human development while setting aspirational targets andimproving economic performance to ensure business continuity and rapid growth
1. FIIMANCIALSUMMARY AND HIGHLIGHTS
The highlights of the Standalone and Consolidated financial results for the year ended31st March 2021 are asfollows:-
(? in Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||F.Y. 20-21 ||F.Y. 19-20 ||F.Y. 20-21 ||F.Y. 19-20 |
|Revenue from Operations ||172313.44 ||153272.71 ||172313.44 ||153272.71 |
|Other Income ||90.96 ||236.10 ||93.07 ||255.55 |
|Total Income (A) ||172404.40 ||153508.81 ||172406.51 ||153528.26 |
|Total Expenses (B) ||171540.26 ||160144.30 ||171551.75 ||160185.76 |
|Profit/(Loss) Before Tax (C=A-B) ||864.14 ||(6635.49) ||854.76 ||(6657.50) |
|Add/(Less): Exceptional Items (D) ||- ||157.17 ||- ||157.17 |
|Share of Profit / (Loss) of Associates (E) || || ||(7.62) ||(1-27) |
|Less: Tax Expenses (F) ||- ||- || || |
|Income Tax for Earlier Years || ||11.78 ||- ||11.78 |
|Deferred Tax ||358.61 ||751.32 ||359.20 ||751.58 |
|Profit/(Loss) for the Year (C-D+E-F) ||505.53 ||(7555.76) ||487.94 ||(7579.30) |
Presentation of standalone and consolidated financial statements
The financial statements of the Company for the year ended on March 31 2021 on astandalone and consolidated basis have been prepared in compliance with the IndianAccounting Standards (Ind AS) notified under Section 133 of the Companies Act 2013(hereinafter referred to as "the Act") read with rule 7 Companies(Accounts)Rules 2014 and SEBi( Listing Obligations and Disclosure Requirements) regulations 2015and amendments thereto ('SEBI Listing Regulations') and are disclosed in accordance with
Schedule III of the Act. The consolidated financial statements incorporate the auditedfinancial statements of the subsidiaries and joint ventures of the Company.
Indian Accounting Standards (Ind AS) shall also be applicable to subsidiary companiesjoint ventures or associates of the Company. Hence the financial statement of MSP CementLimited AA ESS Tradelinks Pvt. Ltd. and MadanpurSouth Coal Company Limited Prateek Mines& Minerals Private Limited shall be prepared in accordance to it
2. RESULT OF OPERATIONS
The catastrophic year 2020 after creating one of the greatest challenges of the centurycame to an end reversing the hopelessness with lots of positivity. The feel-good periodhowever appears short-lived as the second wave of the pandemic outbreak in the firstquarter of CY 2020 sent shockwaves across the world disrupting trade and supply chainsbesides overwhelming the already fragile healthcare infrastructure in many countries. Mostof the governments around the world imposed lockdowns of varying intensity to contain thespread of COVID-19. This led to a steep fall in demand and weakened consumer sentiment.Large-scale stimulus measures were announced by major economies to minimise the impact ofeconomic fallout while multilateral agencies such as the International Monetary Fund andthe World Bank called for concerted efforts to support vulnerable economies.
Beginning July 2020 synchronised fiscal policies and novel support measures played avital role in supporting business sentiment. Backed by accommodative monetary policies ofcentral banks global growth showed some signs of revival. India's economic growthmoderated due to weak domestic consumption sluggish manufacturing and subduedinvestments. There was a swift revival of economic activity with the easing of lockdownrestrictions in June 2020 and the subsequent opening up of the economy. Several highfrequency economic indicators performed better than the initial expectations pointing toa robust recovery. Passenger vehicles and motorcycle sales railway freight traffic andelectricity consumption are on the rebound. The Indian economy contracted by 7.3%in FY2020-21.
PRODUCTION HIGHLIGHTS Standalone Highlights:
The Company was able to gradually normalize its operations from Q2 FY2021 and ramp upproduction to cater the surge in demand following the pick-up in economic activity inIndia and globally.
The Standalone gross revenue from operations stood at Rs. 172313.44 Lacs in thefinancial year 2020-2021 as compared to Rs. 153272.71 Lacs in the previous FinancialYear 2019-2020
The Management has taken initiative for improving the performance of the Companyresulting from optimization of the cost to focus on yields and productivity.
The financial performance of the subsidiary company associate company and Jointventure are included in the Consolidated financial statement of the Company.
The Consolidated gross revenue from operations stood at Rs. 172313.44 Lacsforthe FY2020-2021.
Further the statement containing the salient features of our subsidiaries pursuant tosubsection 3 of Section 129 of the Companies Act 2013 in the prescribed form AOC-1 isappended as Annexure-1 to the Boards' Report. The Statement provides the detailedperformance of the Subsidiaries including associate company and Joint venture.
The Board of Directors of the Company have not recommended any dividend at the ensuingAnnual General Meeting (AGM) for the year ended 31st March2021 to utilize the surplus forfuture growth of the Company.
4. UNCLAIMED DIVIDEND
Pursuant to the applicable provisions of the Act read with the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 ("theIEPF Rules") during the year unpaid or unclaimed dividend amounting to Rs 125196and Rs 86923 for the financial year 2010-2011 and 2011-2012 respectively were transferredby the Company to the Investor Education and Protection Fund ("IEPF")established by the Government of India.
Further according to the said IEPF Rules shares in respect of which dividend has notbeen claimed by the
shareholders for seven consecutive years or more shall also be transferred to the demataccount of the IEPF Authority.
5. TRANSFER TO RESERVES
The Board has not proposed to transfer any amount to any of the reserves for theFinancial Year 2020-2021.
6. COMPANY PROSPECTIVE
A report on company prospects and other technological development have been discussedin the Management Discussion and Analysis Report as per Regulation 34 of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "the Listing Regulations").
7. SHARE CAPITAL
During the Financial Year 2020-2021 there was no change in the Authorized ShareCapital and Paid-up Share Capital of the Company. As on March 31 2021 the AuthorizedShare Capital of the Company was Rs. 9000000000/-(Rupees Nine Hundred Crores Only)consisting of 800000000(Eighty Crores) Equity Shares of Rs.lO/-(Rupees Ten) each and100000000(Ten Crores) 6% Redeemable Preference Shares of Rs. 10 each and the Paid-upShare Capital of the Company stood at Rs. 3885280000 (Rupees Three Hundred Eighty EightCrores Fifty Two Lakhs Eighty Thousand Only) which Comprises of 385415000 Fully PaidEquity Shares of face value of Rs 10/- each and 3113000 6 % Redeemable Preference Shares("RPS") of face value of Rs 10/- each. There was no public issue right issuebonus issue or preferential issue etc during the year under review.
8. OPTIONALLY CONVERTIBLE DEBENTURES(OCD)
The aggregate outstanding amount of Optionally Convertible Debentures("OCD")of the Company as on March 31 2021 is. Rs. 4519705540/- (Rupees Four Hundred Fifty OneCrores Ninety Seven Lakhs Five Hundred And Five Forty Only) consisting of 451970554(Forty Five Crores Ninety Seven Lakhs Five Hundred Fifty Four) OCDs of face value ofRs10/-(Rupees Ten) each
which has been issued to Consortium Lenders pursuant to MSP S4A Scheme (the "S4AAgreements") in the Financial Year 2017-18.
During the year under review the Company has not issued any OCDs.
9. SUBSIDIARIES ASSOCIATES & JOINT VENTURES
In line with Section 129(3) of the Act read with Companies Accounts Rules 2014Listing Regulations and in accordance with Indian Accounting Standards ConsolidatedFinancial Statements prepared by your Company includes financial information of theSubsidiary and Associate Companies and their contribution to the overall performance ofyour Company during the year under review. The statement containing the salient featuresof our subsidiaries in the prescribed form AOC-1 is appended as Annexure-1 to the Boards'Report and forms part of this report. The Statement provides the detailed performance ofthe Subsidiaries including associate company and Joint venture.Subsidiary Company
| ||MSP Cement Limited is a wholly |
| ||owned subsidiary of the Company |
| ||having its Registered Office at |
| ||Banglapara North Chakradhar Nagar |
| ||Raigarh- 496001 was incorporated on 2nd June 2008 for manufacturing and |
| ||sale of cement and clinker products. |
| ||The Company is yet to commence its |
| ||commercial operations. |
| ||Prateek Mines & Minerals Private |
| ||Limited is a subsidiary of the Company |
| ||having its Registered office |
| ||atlCrooked Lane Ground Floor Room No. G-2 Kolkata-700069 was incorporated on 19th December 2006 |
|V ||for producing and dealing in all types of |
| ||Minerals and their bye- products.lt has |
| ||become subsidiary of the Company |
| ||w.e.f 14th November2019. |
| ||AA ESS Tradelinks Private Limited is an |
|?4 ||associate company of the Company having its registered office at 1 Crooked Lane Ground Floor Room No. G-2 Kolkata-700069 was incorporated on 19th June 1995 is engaged in trading of industrial oxygen gases. |
|4* ||Madanpur South Coal Company Limited incorporated on 23rd May 2006 having its registered Office at Raipur Chattisgarh was formed by the Venture partners MSP Steel & Power Limited Hindustan Zinc Ltd. Akshay Investment Pvt. Ltd. Chattisgarh Steel & Power Limited and Chattisgarh Electricity Company Ltd with respectto obtain mining rights in respect of the Coal Blocks of Madanpur and use coal for its captive requirements |
The details as required under Section 136 of the Act and Rule 8 of the Companies(Accounts) Rules 2014 regarding the performance and the financial position of theSubsidiary Company Associate Company and Joint Venture Company forms part of theConsolidated Financial Statement of the Company and applicable Indian Accounting Standards("Ind AS") for the Financial Year ended 31st March 2021 the same has beenuploaded in the website of the Company.
The performance and financial position of the Company's Subsidiary Associates andJointly Controlled Entity are summarized herein below:
(Rs. In lakhs)
|Name of the Company ||% of Share ||Networth ||Profit/ (Loss) for the Year 2020-2021 |
|MSP Cement Limited CIN: U26940CT2008PLC002120 ||100% ||34.54 ||(5.97) |
|Aa Ess Tradellnk Private Umlted CIN: U51109WB1995PTC072185 ||42.75 % ||8383.66 ||(16.23) |
|Madanpur South Coal Company Limited CIN: U10300CT2006PLC020006 ||14.54 % ||685.81 ||(4.69) |
|Prateek Mines & Minerals Private Umited CIN:U14219WB2006PTC112186 ||63.69% ||92.26 ||(3.42) |
Your Company has formulated a policy for determining 'Material Subsidiary' in terms ofthe Regulation 16(c) of the Listing Regulations. The said policy is also available at theCompany's website http://www.mspsteel.com/csr-policy/Policy%20for%20Determining%20Material%20S ubsidiaries.pdf
The Company has no unclaimed/unpaid matured deposit or interest due thereon sinceDecember 31 2013. Your Company has not accepted any public deposit during the year underreview within the meaning of provisions of Chapter V - Acceptance of Deposits byCompanies under Companies Act 2013 read with the Companies (Acceptance of Deposit) Rule2014.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Particulars of loans given investments made guarantees given or securities providedare as per the provisions of Section 186 of the Act and forms part of the notes to thefinancial statements provided in this Annual Report.
12. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
As stipulated under Regulation 34 of the Listing Regulations Management's Discussionand Analysis Report for the year under review stating the operations of the Company isprovided in a separate section and forms an integral part of the Annual Report.
13. CORPORATE GOVERNANCE
Your Company has a rich legacy of ethical governance practices many of which wereimplemented by the Company even before they were mandated by law. Your Company iscommitted to transparency in all its dealings and emphasis on business ethics.
The Company has complied with the requirements of the Listing Regulations regardingcorporate governance. As per Regulation 34(3) read with schedule V of the the ListingRegulations Companies Act 2013 and its relevant rules a separate section on CorporateGovernance
practices followed by the Company together with the requisite Certificate from theCompany's Statutory Auditor confirming compliance also forms an integral part of report.
14. BUSINESS RESPONSIBILITY REPORT
The Company is committed to pursuing its business objectives ethically transparencyand with accountability to all its stakeholders. The Company believes in demonstratingresponsible behavior while adding value to the society and the community as well asensuring environmental well-being with a long-term perspective. SEBI has made it mandatoryto publish a Business Responsibility Report (BRR) by the top 1000 listed companies basedon the market capitalization in their Annual Report in terms of Regulation 34(2)(f) of theListing Regulations. The Company accordingly does not falls under the top 1000 listedcompanies based on the market capitalization as on March 31 2021. Therefore the BRR asstipulated under the Regulation 34(2) of the Listing Regulations is not applicable to theCompany for the financial year 2020-2021.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act copy of the AnnualReturn of the Company prepared in accordance with Section 92(1) of the Act read with Rule11 of the Companies (Management and Administration) Rules 2014 are placed on the websiteof the Company and are accessible at the web-link:http://msDsteel.conn/investors/aeneral-meetina/aam- 2021.
Board of Directors
Your Company recognizes that the Board of Directors are the most essential pillars of arobust Corporate Governance framework. Your Board of Directors
comprises of mix of executive and Non-executive directors with rich experience andexpertise across a range of fields having diversified skill knowledge thoughtperspective regional and industry experience cultural and geographical background ageand ethnicity. The Board of Directors of your Company has taken on record the declarationsreceived from each of the Independent Directors confirming that they meet the criteria ofindependence prescribed underSection 149(6) of the Act and Regulation 16( 1)(b) of theListing Regulations and that they are not aware of any circumstances or situation whichmay exist or may be reasonably anticipated that could impair or impact their ability todischarge their duties with an objective independent judgement and without any externalinfluence after undertaking due assessment of veracity of the same.
As per the declarations received by your Company none of the Directors on the Board ofyour Company as on 31st March 2021 are disqualified to be appointed as a Director of yourCompany under the applicable provision of the Act and/or the Listing Regulations.
Mr Kapil Deo Pandey (DIN 07208719) who was appointed as independent Director of theCompany holds office up to 20th September 2021 (first term) in terms of Section 149(10)of the Act.
The Company has received a notice underSection 160 of the Act from the shareholder ofthe Company proposing the re-appointment of Mr Kapil Deo Pandey forthe office ofIndependent Director of the Company for a second term 4 (four) consecutive years up to20th September 2025 till the conclusion of the 56th AGM of the Company to beheld for theFinancial Year 2024-25.
Based on the outcome of performance evaluation and recommendations of the Nominationand Remuneration Committee the Board of Directors of the Company have recommended thereappointment of Mr. Kapil Deo Pandey as an Independent Director for second term of 4(four) consecutive years upto 20th September 2025 (not
liable to retire by rotation) in accordance with Section 149152 Schedule IV andother applicable provisions if any of the Act and the Listing Regulations.
In terms of the provisions of the Regulation 17(1A) of the Listing Regulations consentof the Shareholders by way of Special Resolution shall be required for continuation ofdirectorship of Mr. Kapil Deo Pandey Independent Director of the Company who has alreadyattained the prescribed age limit of 75 years.
In the opinion of the Nomination & Remuneration Committee and Board of Directors ofthe Company considering the wealth of experience and expertise of Mr. Kapil Deo Pandeyand the immense value he brings to the Board and the Company the re-appointment of Mr.Kapil Deo Pandey for a second term of 4 (four) consecutive years from 21st September 2021up to 20th September 2025 (not liable to retire by rotation) and continuation of hisdirectorship beyond 75 (seventy-five) years of age would be in the interest of the Companyand itsshareholders.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Act and the Articles ofAssociation of the Company Mr. Suresh Kumar Agrawal (DIN: 00587623) Chairman cum Directorof the Company retires by rotation at the forthcoming Annual General Meeting and beingeligible have offered himself for re-appointment.
Composition of the Board of Directors:-
The Board comprises of 8 Directors out of which 2 are executive Directors (1 of whomforms part of the promoter group) 2 are Non-Executive (both forms part of the promotergroup) and 4 are Non-Executive Independent Directors. The composition of the Board is inconformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act.
Following persons are the Key Managerial Personnel of the Company pursuant to Section2(51) and Section 203 of the Act read with Rules framed thereunder:
1. Mr. Saket Agrawal-Managing Director
2. Mr. Dhananjay Uchit Singh -Executive Director
3. Mr. Kamal KumarJain-Chief Financial Officer
4. Ms. Shreya Kar - Company Secretary & Compliance Officer
There is no change in the Key Managerial Personnel of the Company during the year underreview.
Independent Directors inthe Board
Following persons are designated as Independent Directors of the Company pursuant toCompanies Act 2013 and Regulation 25 of the Listing Regulations:
i. Mr. Kapil Deo Pandey
iii. Mrs.Suneeta Mohanty
iv. Mr. AshokKumarSoin
In terms of Section 134(3)(m) of the Act read with Rule 8(5)(iiia) of the Companies(Accounts) Rules 2014 (as amended) all the Independent Directors of the Company areenrolling themselves with the Indian institute of Corporate Affairs (MCA) as was notifiedand required under Section 150(1) of the Act.
Committees of the Board
The Board of Directors of your Company had constituted four committees for bestCorporate Governance Practices and in compliance with the provisions of the Act and theListing Regulations comprising of:
2. Nomination and Remuneration Committee
3. CorporateSocial Responsibility Committee
4. Stakeholders Relationship Committee
The Details of the Committees along with their composition including number ofmeetings held and attendance in the meetings during the financial year 2020-2021 havebeen disclosed separately in the Corporate Governance Report section of this AnnualReport
Meetings of the Board of Directors are scheduled at regular intervals to discussdecide and approve on various business policies strategies financial performance andother matters. The schedule of the meeting are circulated in advance to ensure properparticipation of the Directors in the Meeting The Board of Directors met eleven timesduring the financial year 2020-2021. The intervening gap between the two consecutivemeetings did not exceed one hundred and twenty days as prescribed under Companies Act2013 and the Listing Regulations.
Details of the meetings and attendance of the Board of Directors held during theFinancial Year 2020-2021 are disclosed in Corporate Governance Report which forms part ofthe Annual Report.
Meeting of Independent Director
The Independent Directors of the Company should meet at least once during the yearpursuant to requirements of Schedule IV of the Act and Regulation 25 of the ListingRegulations. A meeting was scheduled on 12th February 2021 without the attendance ofnon-independent directors and members of the management interaliato:
a. Review the performance of non-independent directors and the Board of Directors as awhole;
b. Review the performance of the Chairperson of the Company taking into account theviews of Executive Directors and Non- Executive Directors;
c. assess the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties;
d. report concerns about unethical behaviour actual or suspected fraud or violation ofthe Company's code of conduct orethical policy if any;and
e. ascertain and ensure that the Company has an adequate and functional vigilmechanism.
The term "Independent Director" as defined under section 149(6) of the Actand Regulation 16(b) of the Listing Regulations forms the basis for determiningindependence of the Directors. The Company has received necessary declarations from Mr.Kapil Deo Pandey Mr. Navneet Jagatramka Mr. Ashok Kumar Soin and Mrs. Suneeta MohantyIndependent Directors of your Company that they meet the criteria of independence as laiddown in Companies Act 2013 read with Schedule IV and Rules made there under as well asthe Listing Regulations.
None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment andQualification of Directors) Rules 2014.
18. FAMILARISATION PROGRAMME OF INDEPENDENT DIRECTORS
in compliance with the requirements of the Listing Regulations the Company has put inplace familiarization programme for Independent Directors to familiarise them with theirrole rights and responsibility as Directors the operations of the Company businessoverview etc.
The details of the Programme can be access by weblink:
19. BOARD EVALUATION
The Company has devised a Policy for Performance Evaluation of Independent DirectorsBoard Committees and other Directors which includes criteria for performance evaluationof the non-executive directors and executive directors under section 178(1) of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosures Requirements]Regulations 2015.
On the basis of the Policy for Performance Evaluation of Independent Directors BoardCommittees and Other Directors a process of evaluation was followed by the Board for itsown performance and that of its committees and individual Directors. The details of thesame have been given in the report on Corporate Governance annexed hereto.
20. PARTICULARS OF EMPLOYEES
in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended from time to time there are no employees who have drawn remuneration in excess ofthe limits set out in the said rules. Disclosures relating to the Remuneration underSection 197(12) of the Act read with Rules 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided as Annexure-3 to thisreport.
21. POLICIES AND PROCEDURES
Policies and Procedures are an essential component of your Company's CorporateGovernance framework which outlines the organizational and operational structure. In linewith this approach and in terms of the provisions of the Act and Listing Regulations yourCompany has framed various Policies and Procedures duly approved and adopted by the Boardof Directors. Your Company reviews its Policies and Procedures in view of the changingbusiness environment and regulatory frameworks.
i) Nomination & Remuneration Policy
In terms of Section 178(3) of the Act and Regulation 19 of the Listing Regulationsyour Company has in place a Nomination& Remuneration Policy which broadly lays downthe guiding principles procedures and basis for selection and appointment of DirectorsKey Managerial Personnel and Senior Management Personnel including criteria fordetermining qualification positive attributes independence of a Director and payment ofRemuneration to Directors Key Managerial Personnel Senior Management Personnel and otherEmployees. The detail of the policy have been included in the Report of CorporateGovernance forming part of the Annual Report and also the same has been uploaded on yourCompany's website at the link htto://mspsteel.com/ about- us /corporate-policies.
ii) Corporate Social Responsibility
In compliance with Section 135 read with Schedule VII of the Act and rules made thereunder your Company has established Corporate Social Responsibility Committee to formulateand monitor Corporate Social Responsibility Policy and also to recommend to the Board theamount of expenditure to be incurred on activities related to betterment of society.
The key philosophy of all CSR initiatives of the Company is driven by core value ofinclusion. Pursuant to CSR Policy various activities were recommend by the CSR Committeeto the Board which were undertaken by the Company.
As a part of its initiative under the "Corporate Social Responsibility" (CSR)drive the Company has undertaken
projects in the areas of eradication of illiteracy Infrastructural Development HealthCare facilities Social Activity. These projects are in accordance with Schedule VII ofthe Act and the Company's CSR policy.
The Company is well aware of its responsibility towards the Society and hence in itsprevious years had taken efforts to improve the living condition in the vicinity of itsplants & surrounding areas. The Company had been continuing its efforts towards thebetterment of the society. The Board on the recommendation of CSR committee has formulateda policy on CSR to regulate the Company's activities amount to be spent on CSR etc
The primary purpose of your Company's Corporate Social Responsibility ("CSR")philosophy is to make a meaningful and measurable impact on the lives of the economicallyphysically and socially challenged communities through an integrated approach ofdevelopment Your Company aims to continuously foster inclusive growth and a value basedempowered society. Community development interventions undertaken in previous yearscontinued with further vigour and widening of portfolio of projects during the financialyear 2020-2021 which focused on creating sustainable livelihood empowering womenpromoting education and skill development promoting environmental sustainability andrural development and supporting health &sanitation initiatives. In terms of Section135 of the Act. The said policy is available on your Company's website at the linkhtto://mspsteel.com/about- us/coroorate-policies.
Ministry of Corporate Affairs vide its Notification(s) dated 22nd January 2021notified the Companies (Corporate Social Responsibility Policy) Amendment Rules 2021which inter alia provides for the revised format of annual report for publishing the CSRactivities undertaken during the financial year ended 31st March 2021. The other changespursuant to said Notification(s) under the CSR provisions have been briefly highlightedin the annual report of the Company's CSR activities for the financialyearended 31stMarch 2021.
The Company's CSR Policy statement and annual report on the CSR activities undertakenduring the financial year ended 31st March 2021 in accordance with Section 135 of theAct and Companies (Corporate Social Responsibility Policy) Rules 2014 is set out inAnnexu re 2 to this report.
iii) Risk Management Policy
Risk management is integral to your Company's strategy and for the achievement of ourlong-term goals. The success of an organization depends on the ability to identify andleverage the opportunities while managing the risks.
The COVID-19 pandemic this year has posed several unprecedented challenges in the formof uncertain lockdowns unlock phases health hazards and supply chain disruptions acrossthe globe.
The Board of Director of your Company has formed a Risk Management policy to frameimplement and monitor the risk management plan for the Company. Risk has to be managed ina manner such that the potential range of outcomes is within acceptable boundaries Themanagement of your Company believes that a pro-active approach in identifying analyzingmanaging evaluating resolving and reporting risks associated with the business is thekey to sustained operations thereby protecting Shareholders' value improving governanceprocess and achieving strategic objectives. The Risk Management Policy of your Companydefines how risks associated with your Company will be identified analyzed and managed.It outlines how Risk Management activities will be performed and monitored by your Companyand practices for recording and prioritizing risks. The Board of Directors of your Companyhas approved and adopted a revised Risk Management Policy of your Company with anobjective to establish a systematic and disciplined approach to Risk Management andprovide a more structured framework to identify various elements of risk that may threatenthe existence of your Company. The Audit Committee has additional oversight in the area offinancial risks and controls. The said policy is available on
your Company's website at the link:https://www.mspsteel.com/about-us/corporate-policies
iv Vigil Mechanism / Whistle Blower Policy
The Company has a Vigil Mechanism which also incorporates a Whistle blower policy interms of Section 177(9) of companies Act 2013 and Regulation 22 of the SEBI( ListingObligations and Disclosure Requirements) Regulations 2015. As per the said policy theprotected disclosures can be made by a Whistle Blower through through an email or aletter to the Chairperson of the Audit Committee.
No Complaint was received during the year or was pending at the end of the year.
The details of the Whistle Blower Policy are provided in the Corporate GovernanceReport and is also available at on the website of the Company at httoV/msosteel.com/about-us/corporate-policies.
v. Prevention Prohibition and Redressal of Sexual Harassment of Women at the Workplace
The Company has a policy for prevention of sexual harassment of women at work place andalso complied with provisions relating to the constitution of Prevention of SexualHarassment (POSH) Committee under the Sexual Harassment of Women at Workplace [PreventionProhibition and Redressal] Act 2013.
The Company for equal employment opportunity provides and is committed to creating ahealthy working environment that enables employees to work without fear of prejudicegender bias and sexual harassment. The Company also believes that all employees of theCompany have the right to be treated with dignity. Sexual Harassment at the work place orother than work place if involving employees is a grave offence and is thereforepunishable
No complaint is received in relation to Sexual Harassment of Women at Workplace[Prevention Protection and Redressal] Act2013
During the year under review and their break up is as under:
a) No. of Complaints filed during the year ended 31.03.2021: Nil
b) No. of Complaints disposed of during the financial year : Nil
c) No.ofpendingComplaintsason31.03.2021: Nil
22. RELATED PARTY TRANSACTIONS
All contracts or arrangements that were entered into by the Company with the relatedparties as defined under Section 177 of the Act during the year were in the ordinarycourse of business and at arm's length basis. All related party transactions are placedbefore the Audit Committee for review and approval. Since all related party transactionsentered into by the Company were in the Ordinary course of business and were on arm'slength basis Form AOC-2 is not applicable to the Company. The routine related partytransactions were placed before the Audit Committee for their omnibus approval
The Company's policy on "materiality of related party transactions" and theprocess of dealing with such transactions are in line with the amended provisions of theAct and the Listing Regulations. The said policy is also available on the website of theCompany and the link for the same is http://mspsteel.com/about-us/corporate- policies.
There are no materially significant related party transactions
The Company in terms of Regulation 23 of the Listing Regulations submits within 30 daysfrom the date of publication of its standalone and consolidated financial results for thehalf year disclosures of related party transactions on a consolidated basis in theformat specified in the relevant accounting standards to the stock exchanges. The saiddisclosures can be accessed on the website of the Company at https://www.mspsteel.com/investors/stock-exchange-compliances
23. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134(5) of the
Act your Directors hereby confirms:
(a) that in the preparation of the annual accounts for the FY 2020-21 the applicableIndian Accounting Standards (IND AS) had been followed along with proper explanationrelating to material departures;
(b) that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year ended 31st March 2021 and of the profit of the company for that period;
(c) that the directors has taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the directors has prepared the annual accounts on a going concern basis;
(e) that the directors has laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) that the directors has devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
24. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards
(SS) i.e SS-l[Meetings of the Board of Directors] SS-
2[General Meetings] SS-4[Report of the Board of
Directors] respectively have been duly followed by the
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The relevant information as required under sub-section (3)(m) of Section 134 the Actread with Companies (Accounts) Rules 2014 are given in Annexure-4 to the Board's Report.
26. AUDITORS & AUDITOR'S REPORT Statutory Auditors
In terms of Section 139 of the Act M/s. Singhi & Co. Chartered Accountants (FirmRegistration No 302049E) were appointed as Statutory Auditors of the Company to hold theoffice for a tenure of 4 years from the conclusion of the 49th Annual General Meeting(AGM) held in the Financial Year 2017-18 till the conclusion of the 53rd Annual GeneralMeeting to be held for the Financial Year 2021-22.
As required under Section 139 of the Act the Company has obtained a written consentfrom the Auditors along with a certificate under Section 141 of the Act that theirappointment is in accordance with the conditions prescribed under the Act and rules madethereunder.
The Auditors have issued an unmodified opinion on the Financial Statements bothstandalone and consolidated for the financial year ended 31st March 2021. The saidAuditors' Report(s) for the financial year ended 31st March 2021 on the financialstatements of the Company forms part of this Annual Report.
There is no audit qualification reservation or adverse remark for the year underreview.
Explanation to Auditor's Comments
The Notes on Financial Statement referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualification reservation adverse remarks ordisclaimer.
Pursuant to Section 138 of the Act your Company has appointed M/s S.K. Agrawal &Company as Internal Auditor of the Company to conduct internal audit of the functions andactivities of the Company to audit for the period April 2020 to March 2021.
Pursuant to the provisions of Section 204 of the Companies Act2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasre-appointed M/s. Bajaj Todi & Associates Practicing Company Secretaries(C.P.No.:3502) to undertake the Secretarial Audit of the Company.
The Company has annexed to this Board's Report a Secretarial Audit Report by theSecretarial Auditor as Annexure-5 and forms integral part of the report.
The Secretarial Audit Report (MR-3)for FY 2020-2021 does not contain any qualificationreservation or adverse remarks.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the Financial Year 2020-21 for all applicablecompliances as per SEBI (Listing Obligations and Disclosure Requirements) regulations2015 and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Reportrequired underSEBI LODR Regulation 24Aduly signed by M/s. Baja] Todi & Associatesdated 29th June2021 has been submitted to the Stock Exchange.
Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)Rules 2014 your Company is required to maintain cost records as specified by the CentralGovernment and accordingly such accounts and records are made and maintained.
Pursuant to Section 148(2) of the Act read with the Companies (Cost Records and Audit)Amendment Rules
2014 the Company is also required to get its cost accounting records audited by a CostAccountant in practice every financial year.
The Board of Directors on the recommendation of Audit Committee has re-appointed Mr.Sambhu Banerjee Cost Auditor (Membership No. 9780) to conduct the audit of the costaccounts of the Company for the financial year 2021-2022.
As required under the Act a resolution seeking member's approval for the ratificationof remuneration payable to Mr. Sambhu Banerjee Cost Auditor forms part of the Noticeconvening the 52nd Annual General Meeting for his ratification.
27. REPORTING OF FRAUD
The Auditors of the company have not reported any fraud as specified under Section143(12) of the Act. Further no case of Fraud has been reported to the Management from anyothersources.
28. INTERNAL FINANCIAL CONTROL AND INTERNAL AUDITSYSTEM AND THEIR ADEQUACY
The Company has adopted and implemented robust policies and procedures for ensuring theorderly and efficient conduct of its business. The framework has been designed to providewith the size scale and complexity of its operations safeguarding of its assets complywith applicable laws prevention and detection of fraud accuracy and completeness of theaccounting records andtimely preparation of reliable financial disclosures.
The Company has documented its internal financial controls considering the essentialcomponents of various critical processes both physical and operational. This includes itsdesign implementation and maintenance along with periodic internal review of operationaleffectiveness and sustenance and whether these are commensurate with the nature of itsbusiness.
This ensures orderly and efficient conduct of its business including adherence to theCompany's policies
prevention of errors accuracy and completeness of the accounting records the timelypreparation of reliable financial information and prevention and detection of frauds anderrors. Internal financial control with reference to the financial statements wereadequate and operating effectively.
29. SIGNIFICANT AND MATERIAL ORDERS
There are no such significant or material orders passed by the regulators or courts ortribunals impacting the going concern status of the company's operation in future.
30. INVESTOR SERVICES
The Company and its Registrar M/S KFin Technologies Private Limited (KFintech). islooking after the physical as well as demateralisation work along with shareholderscorrespondence in terms of SEBI direction and have endeavored their best to service theInvestors satisfactorily.
31. LISTING FEES
The listing fees payable for the financial year 2021-2022 have been paid to BombayStock Exchange (BSE) and National Stock Exchange of India Limited (NSE ) within due date.
32. AWARDS AND RECOGNITIONS
During the year under review your Company was recognized in various ways/by variousinstitutions and some of the awards presented to the Company are listed below:
The said awards and recognition is also available in the Company's websitehttp://www.mspsteel.com/Awards
33. 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 ofthe Company which have occurred between the end of the financial year 2020-2 land the dateof this report.
iii) There are no change in the nature of business of the Company during the year underreview.
iv) The Managing Director & CEO of the Company has not received any remuneration orcommission from any of the subsidiary companies. Further the Company doesn't have anyHolding Company.
v) The Company has not issued equity shares with differential rights as to dividendvoting 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 Companyduring the year under review.
viii) No application has been made under the Insolvency and Bankruptcy Code; hence therequirement to disclose the details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with theirstatus as at the end of the financial yearisnotapplicable.
ix) The requirement to disclose the details of difference between amount of thevaluation done at the time of onetime settlement and the valuation done while taking loanfrom the Banks or Financial Institutions along with the reasons thereof is notapplicable.
Statement in the Directors Report and the Management Discussion & Analysis reportdescribing the Company's Objectives expectation and forecast may be "forward lookingStatements" within the meaning of applicable securities laws and regulations. Actualresult may differ materially from those expressed in the statement. Important factors thatmay influence company's operational may include global and domestic demand and supplyconditions; selling prices of finished goods; input availability and prices; changes ingovernment
regulating tax laws economic developments within the country and other parts of theworld.
Your Board of Directors places its gratitude and appreciation for the support andco-operation from its members and other regulators customers dealers agentssuppliers investors bankers for their continued support and faith reposed in the Companyduring the year.
The Directors place on record a deep sense of appreciation forthe commitment and hardwork put in by the Management and their employees for the growth of the Company.
For and behalf of the board MSP STEEL & POWER LIMITED
|Date : 14.07.2021 |
|Place : Kolkata |
|Saket Agrawal ||Suresh Kumar Agrawal |
|DIN : 00129209 ||DIN :00587623 |
|Managing Director ||Director |