MANAGEMENT DISCUSSION ANALYSIS
Your Directors have pleasure in presenting the Tenth Annual Report of the Companytogether with the Audited Balance Sheet as at 31st March 2021 and the Statement of Profit& Loss for the year ended on that date.
The highlights of the financial performance of the Company for the financial year ended31st March 2021 as compared to the previous financial year are as under:-
|Particulars ||2020-21 ||2019-20 |
|Total Income ||13568.06 ||8913.93 |
|Profit before Depreciation Interest and Tax and exceptional item ||2122.40 ||257.15 |
|Depreciation ||186.30 ||229.08 |
|Interest and Finance Charges ||79.58 ||40.14 |
|Exceptional items ||1719.63 ||- |
|Profit/Loss Before Tax ||136.89 ||(12.08) |
|Tax Expenses: || || |
|-Current Tax ||- ||3.20 |
|-Income Tax for previous years ||(1.99) ||(25.39) |
|-Deferred Tax ||(141.32) ||13.53 |
|Profit/Loss after Tax ||280.20 ||(3.42) |
|Other comprehensive income for the year net of tax ||1.01 ||5.82 |
|Total comprehensive income for the year ||281.21 ||2.40 |
Previous years figures were rearranged and regrouped wherever necessary.
During the FY 2020-21 Meghalaya Power Limited ceased to be an Associate Companytherefore consolidated financial position for the year 2020-21and 2019-20 have not beenprovided.
FERRO ALLOY BUSINESS - INDUSTRY AT A GLANCE
Country's Ferro alloys industry having enormous capacity to compete at price gains.High demand from steelmakersinternational parlance. Due to massive infrastructure needexpansion of industrial production etc. India having potentiality to develop verystrongly. Indian ferro alloys is very much preferred in Europe therefore its growthprospect is very high. As per report of Steelworld the industry is estimated to grow atCAGR of 5.9% between 2017-2025 however impact of Covid may defer the estimated growth.Ferro alloy business is dependent on demand of steel. Covid-19 has impacted the overalldemand of steel across the globe. There was reported a mixed impact on the business.Bounding the global trend China and Russia produced more steel in 2020 comparing 2019.Among the top five nations production declined in India and Japan. As per report of WorldSteel Association (WSA) crude steel production fell globally by 0.9% in 2020; howeverChina abled to raise production up by 5.2% over 2019 and its share in global crude steelproduction increased from 53.3% in 2019 to 56.5% in 2020. Russia also improved productionby 2.6%. India retained its second position. Country's share in the global output deep to5.3% in 2020 from 5.9% a year ago.
Impressive ore and ferro alloy prices witnessed in India during February-March 2021with most markets posted significant with supply shortages in numerous markets as well asfreight and transportation issues continued to push prices higher. Low cost manpower andeasy availability of iron ore reserves made the country competitive in global arena.During last decades the industry is witnessing consolidation of powers and business whichis attracting investments from other sources and it has opened opportunities to theplayers from outside India.
Government's various initiative like implementation of National Steel Policy in 2017Steel scrap Recycling Policy helped to reduce import of steel thereby conserving foreignexchange reserves Atmanirbhar Bharat initiatives contributing for development of thesector. National Steel Policy forsees 300 million tonnes (MT) steel-making capacity and160 kgs per capita steel consumption by 2030-31. The Ministry of Steel prepared a draftpolicy framework for development of steel clusters in the country. The Ministry of Steelsupporting for setting up a Steel Research and Technology Mission of India (SRTMI) topromote research and development activities in the iron and steel industry at an initialcorpus of Rs.200 Crore.
The Directorate General of Foreign Trade (DGFT) announced that steel manufacturers areeligible to avail duty drawback benefits on steel supplied through their service centresdistributors dealers and stock yards. To help domestic companies Government imposedexport duty of 30% on iron ore to help interrupted supply to domestic industry.Government's infrastructure development programme is expected to boost growth of thesector. The Government of India raised import duty on most steel items twice each time by2.5% and imposed measures including anti-dumping and safeguard duties on iron and steelitems. The aforesaid measures and initiatives are expected to help the domestic industryto flourish again.
As per National Steel Policy the ferro alloy industry is very much power intensivetherefore captive power generation needs to be encouraged. There is direct linkage ofsteel production with the ferro alloy industry therefore to meet demand of steelindustry establishment of larger units of ferro alloy needs to be stimulated.
Your Company continued to focus on its fundamental strength i.e. productivity andquality. Strong emphasis were given on reduction of cost utilisation of internalefficiencies together with an improvement in the product mix which enabled your Company towithstand inflationary pressures on costs and profitability.
During the year under review your Company has sold 14477.50 MT of Ferro Silicon asagainst 11568 MT recorded in previous year. Prices of ferro silicon was increasedtherefore sales realisation was also increased. Your Company produced 14124 MT of FerroSilicon during the year under review as against 11110 MT recorded in the FY 2019-20. Dueto increase of variable cost running of plant throughout the year was not viable and forsake of cost efficiency the plant was closed for a certain period. However prices startedimproving from February 2021. While your Company constantly strives to increasestakeholder's value emphasis continues to be on delivering value to customers andstrengthening processes while driving sustainable practices resulting into expandingcustomer base.
During the year under review due to non-availability of coal your Company has notgenerated any power like previous year.
During the year M/s. Meghalaya Power Limited ceased to be an Associate Company of theCompany due to sell of entire shares held by the Company in Meghalaya Power Limited.
OPPORTUNITIES & THREATS RISKS AND CONCERNS
Performance of the Company depends on the continued demand of our products in the steeland stainless steel industry. Ferro Silicon market in India is subdued for quite a periodof time. Highest consumption of Ferro Silicon seen in Stainless Steel Sector followed byMild Steel Sector. Low demand from the above sectors affected Ferro silicon production inIndia. There has been sharp fall in market price of Ferro Silicon due to low demand fromthe sectors. However
Government's various initiatives to liberalise industrial policy approval of NationalSteel policy and policy on Make in India' and other infrastructural initiativestaken are expected to increase in demand of ferro silicon. Challenges being faced by thedomestic companies due to fall in global demand short availability of raw materials andvery high power cost lack of infrastructural facilities for easy transportation of rawmaterials to the location affects the sector. Policy of the Government regulatory changesand force majure events may also affect the development of domestic industry.
Despite all threats Indian Ferro alloy industry has tremendous growth prospect due tolow per capital steel production rapid industrialisation urbanisation infrastructuraldevelopment thriving automobile and railway sectors and other Government initiatives. TheCompany has evolved a risk management framework to identify assess and mitigate the keyrisk factors of the business. The Board of the Company is kept informed about the riskmanagement of the Company.
PERFORMANCE AND OPERATIONS REVIEW
In view of ongoing pandemic situation and lock down announced we had implemented lotof measures at plant and non plant level. We have enforced Covid protocols in offices andplant as per directives of the Government to keep all concerned safe.
During the year under review on a full year basis the Company has posted totalrevenue of Rs.13568.06 Lakhs and Profit before Tax ofRs.136.89 Lakhs in FY 2020-21 asagainst
Rs.8913.93 Lakhs and Rs.(12.08) Lakhs respectively during the previous financial year.Exceptional Items during the year was Rs.1719.63 Lakhs. Your Company produced 14124 MT ofFerro Silicon during the year under review as against 11110 MT recorded in the FY2019-20.
The paid up Equity Capital as on 31st March 2021 was
Rs.2221.73 Lakhs. During the year under review the Company has neither issued anyshares with differential voting rights nor granted stock options or sweat equity shares.
SHARES IN SUSPENSE ACCOUNT
Disclosures of the shares lying in Company's Unclaimed Shares Suspense Account aregiven in the Report of Corporate Governance.
EXTRACT OF ANNUAL RETURN
In terms of requirement of Section 134(3)(a) read with Section 92(3) of the CompaniesAct 2013 the extract of the Annual return of the Company can be accessed at the weblink: http://shyamcenturyferrous.com/wp-content/ uploads/2021/09/Annual-Return2020-21.pdf
MEETINGS OF THE BOARD
During the year Four (4) Board Meetings and Four (4) Audit Committee meetings wereconvened and held. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013. The details of the Board Meeting are provided inthe Corporate Governance Report.
MEETINGS OF INDEPENDENT DIRECTORS
During the year under review meeting of Independent Directors was held on 12th March2021 wherein the performance of the Non-Independent Directors and the Board as a whole wasreviewed. The Independent Directors at their meeting also inter alia assessed thequality quantity and timeliness of flow of information between the Company management andthe Board of Directors of the Company.
COMMITTEES OF THE BOARD
The composition and terms of reference of the Audit Committee Nomination andRemuneration Committee Corporate Social Responsibility Committee StakeholdersRelationship Committee and Finance Committee have been furnished in the CorporateGovernance Report forming part of this Annual Report. There has been no instance where theBoard has not accepted the recommendations of the Audit Committee and Nomination andRemuneration Committee.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has formed a Whistle Blower Policy/ Vigil
Mechanism as required under Section 177 of the Companies Act 2013 and SEBI (ListingObligations and Disclosure
Requirements) Regulations 2015. A Vigil (Whistle Blower) mechanism provides a channelto the employees and Directors to report to the management concerns about unethicalbehavior actual or suspected fraud or violation of the Codes of conduct or policy. Themechanism provides for adequate safeguards against victimisation of employees andDirectors to avail of the mechanism and also provide for direct access to the Chairman ofthe Audit Committee in exceptional cases. The said policy may be referred to at theCompany's website at the web link: http://shyamcenturyferrous.com/wp-content/uploads/2021/09/SCFL_Whistle-Blower-Policy. pdf
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT EMPLOYEES
The Board has framed a Remuneration Policy for selection appointment and remunerationof Directors Key Managerial Personnel and Senior Management Employees. The remunerationpolicy aims to enable the Company to attract retain and motivate highly qualified membersfor the Board and at other executive levels. The remuneration policy seeks to enable theCompany to provide a well-balanced and performance-related compensation package takinginto account shareholders' interests industry standards and relevant Indian corporateregulations. The details on the same are given in the Corporate Governance Report. Thesaid policy may be referred to at the Company's website at the web link:http://shyamcenturyferrous.com/wp-content/ uploads/2019/04/SCFL_Remuneration-Policy.pdf
CODE OF CONDUCT
With intent to enhance integrity ethics & transparency in governance of theCompany your Company had adopted a Code of Conduct for Directors and Senior ManagementPersonnel. The Code has been displayed on the Company's websitewww.shyamcenturyferrous.com
COMPLIANCE WITH THE SECRETARIAL STANDARD AND INDIAN ACCOUNTING STANDARDS
The Company has complied with the applicable Secretarial Standards as recommended bythe Institute of Company Secretaries of India. The Company has also complied with allrelevant Indian Accounting Standards referred to in section 133 of the Companies Act 2013read with Companies (Indian Accounting Standards) Rules 2015 while preparing thefinancial statements.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirement of Section 134 (3) (c) read with section 134 (5) of theCompanies Act 2013 the Directors hereby confirm and state that:
In the preparation of Annual Accounts the applicable
Accounting Standards have been followed along with the proper explanation relating tomaterial departures if any.
The Directors have selected such accounting policies and have applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2021 and of the profitof the Company for the year under review.
The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
The Directors have prepared the annual accounts on going concern basis.
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Directors have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively.
AUDITORS & AUDITORS' REPORT
M/s. AKSD & Associates (Formerly M/s. Kailash B. Goel &
Co.) Chartered Accountants (Firm Registration no. 322460E) Statutory Auditors of theCompany have completed their tenure of two terms of five consecutive years as stipulatedunder section 139 of the Companies Act 2013. Therefore the terms of office of theexisting Statutory Auditors will conclude from the close of the forthcoming Annual GeneralMeeting of the Company.
The Board of Directors places on record its appreciation for the services rendered byM/s. AKSD & Associates as the Statutory Auditors of the Company.
M/s. D.K. Chhajer & Co Chartered Accountants (Firm
Registration no. 304138E) have expressed their willingness to be appointed as StatutoryAuditors of the Company and have confirmed that their appointment if made would bewithin the limits mentioned under section 141(3)(g) of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014. Subject to the approval of shareholders theAudit Committee and the Board of Directors of the Company have recommended the appointmentof M/s. D.K. Chhajer & Co.
Chartered Accountants (Firm Registration no. 304138E) as Statutory Auditors of theCompany pursuant to Section
139 of the Companies Act 2013 for a period of five years commencing from theconclusion of 10th Annual General Meeting till the conclusion of 15th Annual GeneralMeeting The Auditors' Report to the Shareholders for the year under review does notcontain any qualification.
The notes to the accounts referred to in the Auditors' Report are self-explanatory andtherefore do not call for any further comments.
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of its manufacturing activity is required to be audited. Your Directors haveon the recommendation of the Audit
Committee appointed Messrs Sanjib Das & Associates Cost
Accountants (Firm Registration Number 100751) as Cost
Auditors of the Company for the financial year ended 31st
March 2021 in the Board Meeting held on 25th June 2020. The remuneration proposed tobe paid to them for the FY
2020-21 as recommended by audit committee was ratified in the meeting of shareholdersheld on 29th September 2020.
However Messrs Sanjib Das & Associates have expressed their unwillingness to bere-appointed for the FY 2021-22 due to their pre-occupation.
The Board of Directors of the Company on the recommendation of the Audit Committeeappointed M/s. B. G. Chowdhury & Co. Cost Accountants (Firm Registration number000064) as the Cost Auditors of the Company for the Financial Year 2021-22 under section148 of the Companies
Act 2013. M/s. B. G. Chowdhury & Co. have confirmed that their appointment iswithin the limits of Section 141(3)(g) of the Companies Act 2013 and have also certifiedthat they are free from any disqualifications specified under section 141(3). The AuditCommittee has also received a Certificate from the Cost Auditors certifying theirindependence and arm's length relationship with the Company.
As per the provisions of the Companies Act 2013 the remuneration payable to the CostAuditor is required to be placed before the Members in a General Meeting for theirratification. Accordingly a Resolution seeking Members' ratification for the remunerationpayable to M/s. B. G. Chowdhury & Co. Cost Auditors for the FY 2021-22 is included inthe Notice convening the Annual General Meeting.
The cost audit report for the FY 2019-20 was filed
Ministry of Corporate Affairs on 09th December 2020.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the
Company has appointed M/s. MKB & Associates a firm of
Company Secretaries in Practice to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is annexed herewith marked Annexure-1. The report isself-explanatory and do not call for any further comments.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year under review your Company has not made any investment or providedguarantee or security in connection with a loan to any person exceeding the limitspecified in Section 186 of the Companies Act 2013.
Details of Investments covered under the provisions of Section 186 of the CompaniesAct 2013 are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
Allrelatedpartytransactionsareenteredonarm'slengthbasis in the ordinary course ofbusiness and are in compliance with the applicable provisions of the Companies Act 2013.There madeare no materially significant by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. In terms of Section 134 of the Act read with Rule 8of the Companies (Accounts) Rules 2014 the particulars of the material contract orarrangement entered into by the Company with related parties as referred to in section 188in form AOC-2 is attached as Annexure 2 of this report.
However the details of the transactions with the Related Party are provided in theCompany's financial statements in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval has been obtained for the transactions which are foreseen and repetitivein nature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions.
A policy on Related Party Transactions' has been devised by the Company which maybe referred to at the Company's website at the web linkhttp://shyamcenturyferrous.com/wp-content/uploads/2019/04/SCFL_Related-Party-Policy-1.pdf
During the year under review no amount was transferred to reserves.
The Board of Directors of your company after considering holistically the relevantcircumstances and in order to conserve resources for future plans has decided that itwould be prudent not to recommend any Final Dividend for the FY 2020-21 (Previous yearNIL).
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated in section 134 (3) (m) of the Act and rules framed thereunder is mentioned below:
(A) Steps taken toward Conservation of energy:
Renovation work has been carried out in cooling tower#2 of Ferro Alloys resulted toimprove the cooling tower efficiency.
(B) Steps taken toward Technical Absorption:
Water spray sprinkler system has been installed in factory premises for control thedust sweep in air & temperature.
Charge level maintaining low at Furnace rim level as a result to minimize shutdown onpressure ring
& contact clamp damage due to heat radiation.
Silica Powder use in bed casting to minimize contamination in metal cake resultingincreased rate of prime production recovery.
The Company has developed a Research & Development cell for carrying out R&DProjects in the plant with specific objective of development of advanced systems forquality improvement. During the year under review there was a Capital expenditure ofRs.1.77 Lakhs and no
Revenue Expenditure in Research & Development.
(C) Foreign Exchange Earnings And Outgo
During the period under review Foreign Exchange Earning was NIL (Previous Year NIL)and Foreign Exchange Outgo was NIL (Previous Year NIL).
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR) EDUCATION:
Your Company is promoting education and providing non-formal education to the rural andtribal people through One
Teacher School (OTS) i.e. Ekal Vidyalaya run by the Friends of
Tribal Society (FTS). The projects aims to reach the education to every doorstep of thecountry.
HEALTH CARE :
During the year initiatives were undertaken for free distribution of rice during thelock down period.
The Committee is headed by Mr. Rajesh Kumar Agarwal Director of your Company andconsists of Members as stated below:
|Name ||Category ||Chairman/ Members |
|Mr. Rajesh Kumar Agarwal* ||Non-Independent ||Chairman |
|Mr. Hari Prasad Agarwal** ||Non-Independent ||Chairman |
|Mr. Nagraj Tater*** ||Non-Independent ||Chairman |
|Mr. Aditya Vimalkumar Agrawal ||Non-Independent ||Member |
|Mr. Pramod Kumar Shah ||Independent ||Member |
* Mr. Rajesh Kumar Agarwal was appointed as an additional director in thenon-independent category and Chairman of the said Committee w.e.f. 08.02.2021.
** Mr. Hari Prasad Agarwal was appointed as an additional director in non-independentcategory and Chairman of the said Committee w.e.f. 12.11.2020 but ceased to be directorof the Company w.e.f. 18.12.2020 due to sudden demise. *** Mr. Nagraj Tater Ceased to beDirector of the Company and Chairman of the said committee w.e.f. 11th November 2020.
Annual Report on CSR as required to be annexed in terms of requirement of Section 135of Companies Act 2013 and rules framed thereunder is annexed herewith and marked
The CSR Policy of the Company is available on the Company's website under the weblink:http://shyamcenturyferrous.com/ wp-content/uploads/2021/08/CSR-Policy-2021-1.pdf
EVALUATION OF THE BOARD'S PERFORMANCE
In compliance with the Companies Act 2013 the vacancy caused byand as per ListingObligations and Disclosures Requirements formulated by Securities and Exchange Board ofIndia (SEBI) the Company has adopted a policy for evaluation of performance of the Boardof Directors. The Board follows a formal mechanism for the evaluation of the performanceof the Board as well as Committee. A structured questionnaire was prepared after takinginto consideration inputs received from the Directors covering various aspects of theBoard's functioning such as adequacy of the composition of the Board and its CommitteesBoard culture execution and performance of specific duties obligations and governance.
The Nomination and Remuneration Committee at its meeting established the criteria basedon which the Board will evaluate the performance of the Directors.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board on parameters such as level of engagement andcontribution independence of judgment safeguarding the interest of the Company and itsminority shareholders etc. The performance evaluation of the Non-Independent Directorsand Board as a whole was also carried out by the Independent Directors. The Directorsexpressed their satisfaction over the evaluation process and results thereof.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Nagraj Tater resigned as the Non-Executive Director of the Company with effect fromclose of the business hours of 11th November 2020. The Board places on record itsappreciation for the services rendered by Mr. Nagraj Tater during his tenure as theNon-Executive Director of the Company.
On the recommendation of the Nomination and Remuneration Committee the Board ofDirectors at its meeting held on
11th November 2020 appointed Mr. Hari Prasad Agarwal as the Additional Director inNon-Executive category of the Company with effect from 12th November 2020 subject toapproval of the shareholders of the Company at the ensuing Annual General Meeting whosuddenly left for heavenly abode on 18th December 2020. The Board further express theirheartfelt condolences for his untimely death and wishes to put on record their sincere anddeep appreciation for his invaluable guidance and contribution from time to time inbuilding up the Company's growth.
On the recommendation of the Nomination & Remuneration Committee Mr. Rajesh KumarAgarwal (DIN: 00223718) was appointed as the Additional Director in Non-Executive categoryof the Company by the Board of Directors w.e.f. 08th sad demise February2021 to fill ofMr. Hari Prasad Agarwal.
Mr. Rajesh Kumar Agarwal aged 50 years is a commerce graduate and a diploma holder incomputer science having more than 30 years of rich experience in Administration
Logistics Information Technology & Procurement Material Management Insurance& IPR. He has also completed a Strategic Sourcing & Supply Chain Management fromIIM -Bangalore and is also CertifiedGlobal Negotiation
Executive Training (CCNA) from The Institute of Supply Chain
Management. His association as Director would be beneficial to the Company.
Mr. Rajesh Kumar Agarwal has given his consent for appointment and has confirmed thathe does not suffer from any disqualifications for appointment.
Mr. Santanu Ray Independent Director retired from the Board with effect from close ofthe business hours of 31st March 2021 due to completion of his existing terms ofappointment as Independent Director. Your Board of Directors record their appreciation forthe valuable services and guidances rendered/given by Mr. Santanu Ray during hisassociation with the Company as a member of the Board and various Committees.
On the recommendation of the Nomination & Remuneration
Committee the Board of Directors appointed Mr. Nirmalya
Bhattacharyya (DIN: 09037566) at its meeting held on 8th
February 2021 as an additional director in Independent category for a period of 5(five) years effective from 1st
April 2021 upto 31st March 2026 subject to approval of the shareholders of theCompany by way Special Resolution at the ensuing Annual General Meeting.
Mr. Nirmalya Bhattacharyya aged 71 years is a First Class Master Degree holder inStatistics having more than 50 years of rich experience in Banking Finance Accounts
Administration and Social services. He is an Executive
Director of Friends of Tribal Society and also an Administrator of MBIT sets ofinstruments. His association as Director would be beneficial to the Company.
Mr. Nirmalya Bhattacharyya has given his consent for appointment and has confirmed thathe retains his status as Independent Director and does not suffer from anydisqualifications for appointment.
On the recommendation of the Nomination and Remuneration Committee the Board ofDirectors at its meeting held on 9th June 2021 appointed Mr. Uday Bahadur Chetri as thenew
Chief Financial Officer and Key Managerial Personnel of the
Company with effect from 9th June 2021.
Mr. Kamlesh Pathak resigned as Chief Financial Officer and Key Managerial Personnelwith effect from close of the business hours of 22nd March 2021. The Board places onrecord its appreciation for the services rendered by Mr. Kamlesh Pathak during histenure with the Company. In accordance with the provisions of Companies Act 2013 and interms of the Memorandum and Articles of Association of the Company Mr. Sajjan Bhajankawill retire by rotation and being eligible offers himself for re-appointment. In view ofhis considerable experience your Directors recommend his re-appointment as Director ofthe Company.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and they havecomplied with the Code for Independent Directors prescribed in
Schedule IV to the Act and the Listing Regulations.
Mr. Nirmalya Bhattacharyya Mrs. Plistina Dkhar and Mr. Pramod Kumar Shah areIndependent Directors on the Board of your Company. In the opinion of the Board and asconfirmed by these Directors they fulfill the conditions specified in section 149 of theAct and the Rules made thereunder and the Listing Regulations about their status asIndependent Director of the Company.
Your Board of Directors formed opinion that the Independent Directors of the Companyare maintaining highest standard of integrity and possessing expertise requisitequalifications and relevant experience in the fields of Administration Generalmanagement Accounts & Finance Audit Internal
Audit Taxation Risk Board procedures Governance etc. for performing their role asIndependent Directors of the
Company. Regarding proficiency all Independent Directors have registered themselves inthe Data Bank maintained with the Indian Institute of Corporate Affairs (IICA) Manesar.In terms of Section 150 of the Act read with Rule 6(4) of the
Companies (Appointment & Qualification of Directors) Rules
2014 the Independent Directors are required to undertake online proficiency self-assessment test conducted the IICA within a period of two (2) year from the date ofinclusion of their names in the data bank. Mrs. Plistina Dkhar Independent Directors isexempted from qualifying online proficiency test' due to her relevant experience inlisted companies and the Companies with Paid up equity Capital is
Rs.10 Crore and more. Mr. Nirmalya Bhattacharyya (appointed w.e.f. 01st April 2021)will appear in online proficiency test' within the period of 2 (two) years from thedate of inclusion of their name in the data bank. Mr. Pramod Kumar Shah had appeared inonline proficiency test' within the period of 2 (two) year from the date ofinclusion of his name in the data bank and has successfully qualified the test.
FAMILIARISATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS
In order to enable the Independent Directors to perform their duties optimally theBoard has devised a familiarisation programme for the Independent Directors to familiarisethem with the Company their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company etc. They areperiodically updated about the development which takes place in the Company. TheIndependent Directors have been issued Letter of Appointment setting out in detail theterms of appointment duties responsibilities and commitments etc. The familiarisationprogram is available on the Company's website under the weblink:http://shyamcenturyferrous.com/ wp-content/uploads/2015/10/Familiarization_Programme_for_Independent_Directors.pdf
SUBSIDIARY ASSOCIATE AND JOINT VENTURE
The Company does not have any subsidiary and joint venture.
During the year M/s Meghalaya Power Limited ceased to be an associate Company.
CHANGES IN NATURE OF BUSINESS IF ANY
There has not been any change in the nature of business.
During the year under report the Company has not accepted any deposits from public orfrom any of the Directors of the Company or their relatives falling under ambit of Section73 of the Companies Act 2013.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS
(i) The Director of Mineral resources Meghalaya Shillong vide its Demand notice dated19th February 2020 raised a demand against the Company for payment of royalty MEPRFVAT/GST for an amount of Rs.1738.99 Lakhs in pursuance to the National Green Tribunal(NGT) order dated 17.01.2020 passed in O.A. No. 110
(THC)/2012 against the Company and other Cement and Power Companies in Meghalaya foralleged illegal coal procurement. The Company has not purchased any illegal coal and hascomplied with all disclosure requirements of the various Government departments. Thereport of NGT Committee has been founded on the basis of assumptions and not on hardfacts. The Company backed by the legal opinions believed that it has a good case in thematter as the said order was issued on the basis of certain hypothetical assumptions andwithout giving any opportunity of being heard to the Company. Accordingly the Company haspreferred an appeal before the Appex Court and accordingly no provisions has been made inthe accounts. (Refer Note no. 45(b) of Notes to Accounts).
(ii) In respect of receipt of differential excise duty amounting to Rs.1719.63 Lakhs bythe Company and the subsequent rejection of Review Petition by the Supreme
Count of India filed by some of the Petitioners against its judgement daded 22.04.2020in the matter of Union of India Vs. M/s. V.V.F. Limited & Others the Company hasrefunded 50% of differential excise duty amounting to Rs.859.78 Lakhs which was receivedby the Company in previous years for which demand letter was issued and also providedbalance 50% amounting to Rs.859.85 Lakhs. (Refer Note no. 46 of Notes to Accounts). auditobservations if any and corrective
(iii) In respect of demand letter received from Central Excise authority for refund ofEducation Cess and Secondary
& Higher Education Cess amounting to Rs.112.04 Lakhs the Company has filed a writpetition before the Hon'ble Meghalaya High Court for quashing of demand notice theMeghalaya High Court has stayed the said demand notice matter is now subjudice andtherefore no provision have been taken in the books of account. (Refer Note no. 45(a) ofNotes to Accounts).
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes or commitments have occurred between the end of the financial yearand the date of this Report which affect the financial statements of the Company inrespect of the reporting year.
Your Company enjoys a sound reputation for its prudent financial management and itsability to meet financial obligations. CARE Ratings has reaffirmed the Company's shortterm rating to "CARE A3+" (pronounced CARE A three plus outlook stable) and thelong term rating to "CARE BBB+
Stable" (pronounced as CARE Triple B Plus; Outlook: Stable).
ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company maintains comprehensive internal control system commensurate with the sizeof its operations and monitoring procedure for all the major processes to ensurereliability of financial reporting timely feedback on achievement of operational andstrategic goals compliance with policies procedures laws and regulations safeguardingof assets and economical and efficient use of resources.
The Board of Directors of the Company on the recommendation of the Audit Committeere-appointed
M/s. K. Baldawa & Co. Chartered Accountants as the Internal
Auditors of the Company for the FY 2021-22 under section
138 of the Companies Act 2013. M/s. K. Baldawa & Co. have confirmed about theirre-appointment. The Internal Auditors periodically reviews the effectiveness and efficacyof Internal Control Systems and procedures. Audits are finalized and conducted based oninternal risk assessments. Significant deviations from the standard procedures are broughtto the notice of the Audit Committee/Board periodically and corrective measures arerecommended for implementation. All these steps facilitate timely detection of anyirregularities frauds and errors and early remedial measures to be undertaken so that nomonetary losses are sustained.
Significant thereon are presented to the Audit Committee of the Board.
INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. During the year such controls were testedand no reportable material weakness in the design or operations were observed. The Companyhas policies and procedures in place for ensuring proper and efficient conduct of itsbusiness the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information.
DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGES OF 25% OR MORE) IN KEY FINANCIAL RATIOAND CHANGE IN RETURN ON NETWORTH ALONGWITH DETAILED EXPLANATIONS
|Key Financial Ratios ||FY 2020-21 ||FY 2019-20 ||% change ||Explanation for significant changes |
|Debtors Turnover ratio ||4.22 ||2.63 ||60.37 ||Due to increase in sales on advance basis. |
|Inventory Turnover ratio ||6.45 ||4.97 ||29.70 ||Due to improved market condition of ferro silicon in comparison with last year |
|Interest Coverage ratio ||24.33 ||0.70 ||3380.41 ||Due to better realisation and improved market scenario |
|Current ratio ||7.54 ||5.27 ||42.91 ||Due to increase in cash & bank position in the current year |
|Debt Equity ratio ||0.01 ||0.02 ||(40.06) ||Due to reduction in car loan amount |
|Operating Profit Margin (%) ||0.09 ||(1.84) ||(104.82) ||Due to better realisation and improved market scenario. |
|Net Profit Margin (%) ||0.02 ||(0.04) ||(156.10) ||Due to better realisation and improved market scenario |
|Return on Net Worth ||0.02 ||(0.00) ||(8109.26) ||Refund / Reversal of receivable on account of differential excise duty followed by the judgemnent of Hon'ble Apex Court |
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
The disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 along with a statementcontaining particulars of employees as required under Section 197 of Companies Act 2013read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith and marked Annexure-4 and forms part ofthis report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company values the integrity and dignity of its employees. The Company has put inplace a Policy on Prevention of Sexual Harassment' as per the Sexual Harassment of
Women at Workplace (Prevention Prohibition and Redressal)
Act 2013 ("Sexual Harassment Act") and has constituted the Committee withinternal and external members. We affirm that adequate access has been provided to anycomplainants who wish to register a complaint under the policy. No complaint was receivedduring the year.
The Company has complied with the corporate governance requirements as stipulated underthe Listing Obligations and Disclosures Requirements formulated by Securities and ExchangeBoard of India (SEBI). A separate section on corporate governance along with acertificate from the auditors confirming the compliance is annexed and forms part of theAnnual Report. This certificate will be forwarded to the Stock Exchanges along with theAnnual Report of the Company.
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
As required under Regulation 17(8) of the Listing Obligations and DisclosuresRequirements formulated by Securities and
Exchange Board of India (SEBI) the CEO and CFO certification has been submitted to theBoard and a copy thereof is contained in this Annual Report.
Risk management refers to the practice of identifying potential risks in advanceanalyzing them and taking precautionary steps to reduce the risk. The Company has evolveda risk management framework to identify assess and mitigate the key risk factors of thebusiness. The Board of the Company is kept informed about the risk management of theCompany.
HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS
The Company has always provided a congenial atmosphere for work to all sections ofsociety. It has provided equal opportunities of employment to all irrespective to theircaste religion color marital status and sex. The Company believes that human capital ofthe Company is its most valuable assets and its human resource policies are alignedtowards this objective.
The Company focuses on enhancing organisational performance by focusing on quickgrievance resolution mechanisms and maintaining cordial relations with employees andworkmen across all levels. The relation amongst its employees remained harmonious and theyear under review remained free from any labour unrest.
During the year under review there has not been any material changes in humanresources industrial relations and number of people employed.
GREEN INITIATIVES IN CORPORATE GOVERNANCE
Ministry of Corporate Affairs has permitted Companies to send copies of Annual reportNotices etc. electronically to the email IDs of shareholders. Your Company has arrangedto send the soft copies of these documents to the registered email IDs of theshareholders. To support the Green Initiative' Members who have not registeredtheir email addresses are requested to register the same with the Company's Registrar andShare Transfer Agent/ Depositories for receiving all communications including AnnualReport Notices Circulars etc. from the Company electronically.
Pursuant to the MCA and SEBI circulars in view of the prevailing situation of thePandemic owing to the difficulties involved in dispatching of the physical copies of theNotice of the 10th AGM and the Annual report of the Company for the financial year ended31st March 2021 are being sent only by email to the Members.
Statements in this report describing the Company's objectives expectations orpredictions may be forward looking within the meaning of applicable securities laws andregulations. Actual results may differ materially from those expressed in the statement.Important factors that could influence the Company's operations include: global anddomestic demand and supply conditions affecting selling prices new capacity additionsavailability of critical materials and their cost changes in government policies and taxlaws economic development of the country potential impact of the ongoing COVID-19pandemic and related public health issues on economy of country our business thebusinesses of our customers vendors and partners and other factors which are material tothe business operations of the Company.
YourDirectorstakethisopportunitytoexpresstheirdeepsense of gratitude to the BanksCentral and State Governments and their departments and the Local Authorities Customers
Vendors Business partners/associates and Stock Exchanges for their continued guidanceand support.
The Directors regret the loss of life due to Covid-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight
Your Directors would also like to place on record their sincere appreciation for thecommitment dedication and hard work put in by every member of the Company and recognizetheir contribution towards Company's achievements. Your Directors express their gratitudeto the shareholders of the Company for reposing their confidence and trust in the
Management of the Company.
For and on behalf of the Board of Directors
Rajesh Kumar Agarwal Aditya Vimalkumar Agrawal
(DIN: 00223718) (DIN: 03330313)
|Place : Kolkata |
|Date: 9th June 2021 |