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Shyam Metalics & Energy Ltd.

BSE: 543299 Sector: Metals & Mining
NSE: SHYAMMETL ISIN Code: INE810G01011
BSE 00:00 | 09 Dec 291.70 -0.55
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OPEN 292.80
PREVIOUS CLOSE 292.25
VOLUME 11738
52-Week high 385.40
52-Week low 273.00
P/E 15.57
Mkt Cap.(Rs cr) 7,441
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 292.80
CLOSE 292.25
VOLUME 11738
52-Week high 385.40
52-Week low 273.00
P/E 15.57
Mkt Cap.(Rs cr) 7,441
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shyam Metalics & Energy Ltd. (SHYAMMETL) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 20th (Twentieth) Annual Report and AuditedFinancial Statement of the Company for the year ended 31st March 2022.

FINANCIAL HIGHLIGHTS

The financial performance of the company for the year ended 31st March 2022 issummarized as below:

(Rs in Crores)
Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Total Revenue 4753.58 3073.96 10453.97 6320.79
Operating EBITDA 1145.67 667.63 2599.88 1394.04
Add : Other Income 95.17 50.22 60.01 23.72
Less: Interest (Finance Cost) 8.96 38.72 23.16 62.46
Profit before Depreciation/amortization and taxes (PBDAT) 1231.88 679.13 2636.73 1355.30
Less: Depreciation and amortization 119.61 149.66 272.40 300.36
Profit before tax (PBT) 1112.27 529.47 2364.33 1054.94
Adjustments for taxation
Current Tax 197.21 115.82 539.46 266.56
Deferred Tax 4.00 (25.25) (0.08) (55.16)
Mat Credit Utilised 100.79 0.00 100.79 0.00
Profit after tax (PAT) 810.27 438.90 1724.18 843.54
Other comprehensive income for the year 40.83 3.50 43.57 5.15
Total comprehensive earning for the year 851.10 442.40 1767.75 848.69

FINANCIAL PERFORMANCE

The Standalone Gross Income for the financial year 2021-22 stood at Rs 4753.58 crores(P.Y Rs 3073.96) representing a growth of 54.64%. During the financial year ended 31stMarch 2022 despite all odds arising on account of second wave of Covid 19 pandemic yourCompany recorded a profit before tax of Rs 1112.27 as against Rs 529.47 crores in previousyear an increase of 110.07%. Net profit after tax also increased by 84.61% at Rs 810.27crores compared to Rs 438.90 crores in previous year. EBIDTA Margin was at 24.59% in F.Y2021-22 as compared to 22.08% in F.Y 2020-21.

The Gross consolidated revenue has increased from Rs 6320.79 Crores in F.Y 2020-21 toRs 10453.97 Crores in F.Y 2021-22 representing a growth of 65.39%. PBT also increased fromRs 1054.94 Crores in F.Y 2020-21 to Rs 2364.33 Crores in the F.Y 2021-22 a growth of124.12%. PAT increased from Rs 843.54 Crores in F.Y 2020-21 to Rs 1724.18 Crores in F.Y2021-22 a growth of 104.39%. Finance cost came down by 62.92% from Rs 62.46 Crore in F.Y2020-21 to Rs 23.16 Crore in F.Y 2021-22. EBIDTA rose from Rs 1394.04 Crores in F.Y2020-21 to Rs 2599.88 Crores in F.Y 2021-22 a growth of around 86.50% on account ofhigher sales realisation greater share of value-added products and cost optimisationmeasures.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION AND CHANGE IN BUSINESS

There have been no material change(s) and commitment(s) except elsewhere stated inthis report affecting the financial position of the Company between the end of thefinancial year of the Company i.e. March 31 2022 and the date of this report. There hasbeen no change in the nature of business of the Company during the financial year ended onMarch 31 2022.

STATE OF COMPANY'S AFFAIRS

Shyam Metalics and Energy Ltd is a leading integrated metal producing company with afocus on long steel products and ferro alloys. It is amongst the largest producers offerro alloys in terms of installed capacity and the fourth-largest player in the spongeiron industry. The company is primarily engaged in the production of long steel productssuch as iron pellets sponge iron steel billets TMT structural products wire rods andferro alloys.

OPERATIONAL HIGHLIGHTS

A Brief Highlight of the production on Y-O-Y basis of the Company in comparison to theinstalled capacity is as mentioned below:

STANDALONE
Sl. Particulars F.Y 2021-22 F.Y 2020-21
No. Installed Capacity (MTPA) Production (MTPA) Capacity Utilisation (%) Installed Capacity (MTPA) Production (MTPA) Capacity Utilisation (%)
1. IRON PELLET 1800000 1108337 92.24 1200000 1119911 93.33
2. SPONGE IRON 957000 688177 81.63 792000 584468 73.80
3. BILLETS 407920 481632 118.07 407920 437806 109.10
4. LONG PRODUCT 440000 394634 89.69 380000 311140 81.88
5. FERRO PRODUCT 98000 82621 84.31 98000 70842 72.00
CONSOLIDATED
Sl. Particulars F.Y 2021-22 F.Y 2020-21
No. Installed Capacity (MTPA) Production (MTPA) Capacity Utilisation (%) Installed Capacity (MTPA) Production (MTPA) Capacity Utilisation (%)
1. IRON PELLET 3013151 2139789 71.01 2400000 2464786 102.70
2. SPONGE IRON 1640250 1429028 87.12 1389900 1084190 78.00
3. BILLETS 912702 834344 91.41 898960 837923 93.21
4. LONG PRODUCT 931633 853575 91.62 790000 624129 79.00
5. FERRO PRODUCT 205920 205331 99.71 205920 163513 79.41

Further a Comparison of Standalone and Consolidated product wise Sales of the Currentfinancial year to the Previous financial year is as mentioned below:

STANDALONE
Sl. Particulars F.Y 2021-22 F.Y 2020-21
No. Quantity Amount Quantity Amount
(MT) (Rs in Crores) (MT) (Rs in Crores)
1. IRON PELLET 899168 1112.34 868310 736.50
2. SPONGE IRON 245244 752.38 190300 387.91
3. BILLETS 89622 383.47 131014 396.38
4. LONG PRODUCT 375573 1830.62 291058 1047.71
5. FERRO PRODUCT 80939 548.34 73842 440.41

CONSOLIDATED

Sl. Particulars F.Y 2021-22 F.Y 2020-21
No. Quantity Amount Quantity Amount
(MT) (Rs in Crores) (MT) (Rs in Crores)
1. IRON PELLET 1468870 1828.72 1769996 1500.18
2. SPONGE IRON 580035 1768.03 325644 683.76
3. BILLETS 179726 781.93 240949 746.08
4. LONG PRODUCT 806122 3947.44 613670 2253.14
5. FERRO PRODUCT 203818 1915.21 182592 1112.83

Notwithstanding the massive disruption caused by the pandemic in early FY'22 theCompany's wide product profile and geographical diversification helped the Company reporthigher production and sales (Standalone) on year-on-year basis. During FY'22 productionof steel increased by 9.16% (y-o-y) to hit a record of 2755401 MTPA as against 2524167MTPA in FY'21 whereas the sales of various steel products during FY'22 also reached thehighest ever level of 1690546 MT an increase of 8.75% (y-o-y) as compared to 1554524MT in FY'21.

On Consolidated basis the production increased from 5174541 MTPA to 5462067 MTPA agrowth of around 5.56% y-o-y basis whereas Sales increased from 3132851 MTPA to3238571 MTPA a growth of 3.37% y-o-y basis.

Due to Second and Third Wave of COVID 19 pandemic restrictions were imposed in severalparts of the world resulting into lower export of Rs 335.26 Crores as compared to theprevious financial year 2020-21 i.e. Rs381.79 Crores.

POWER

During FY'22 the power generation was 122.82 MW as against 106.44 MW on per day basisin FY'21.

DIVIDEND

During the year under review the company had declared interim dividend on twooccasions @ 22.5% (Rs 2.25/- per equity share) on 08th November 2021 & 09th February2022. The same were paid on 24th November 2021 & 04th March 2022 respectively. TheBoard has also recommended the final dividend @ 27% (Rs 2.70/- per equity share) subjectto approval of shareholders at the ensuing annual general meeting. The dividend pay-out isin accordance with the Company's Dividend Distribution Policy. Further in terms of theprovisions of the finance act 2020 dividend shall be taxed in the hands of shareholdersand the company shall withhold tax at source at the applicable rates.

IMPACT OF COVID 19

The COVID-19 pandemic has led to the unprecedented health crisis and has disruptedeconomic activities and global trade while weighing on consumer sentiments. During fiscal2022 India saw second and third waves of COVID-19 driven by the highly transmissibleDelta and Omicron COVID variants respectively. This led to a fresh set of restrictions inthe country which impacted the economic activity although to a lower extent as comparedto the previous fiscal year. There was price volatility of raw materials and sluggishmarket demand during first half of the financial year. Global supply chain and logisticsdisruption container capacity constraints and geo-political tensions resulted in anincrease in the freight costs and delivery times and higher commodity prices.

The Company dealt with the pandemic by continuing to focus on operational excellencemarketing strategies and keeping its employees & community at the core of it. Thehealth and safety of employees and the communities in which the Company operates continueto be the foremost priority of the Company. To mitigate the risks and challenges faced bythe Company during the pandemic the Company enhanced safety and hygiene norms at officesimplemented work from home staggered shift timings for safety of employees and leverageddigital platforms for its day-to-day operations. Further the Company's three-prongedcommunication strategy – awareness engagement and reinforcement helped spreadingawareness amongst various communities. During the challenging times the Companymaintained its liquidity position by minimizing cash outflows and maintaining a judiciousmix of funding instruments to fulfil its operational requirements.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of your Company had approved the Dividend Distribution Policy inaccordance with Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations"). The Policy may beaccessed on the website of the Company at:https://www.shyammetalics.com/wp-content/uploads/2022/04/Dividend_ Distribution_Policy.pdfThe objective of this policy is to establish the parameters to be considered by the Boardof Directors of your Company before declaring or recommending dividend.

TRANSFER TO RESERVES

The company does not propose to transfer any amount to the reserve from surplus. Anamount of Rs 810.27 crore (previous year

Rs 438.90 crore) is to be held as Retained Earnings.

INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES

Your Directors are pleased to inform that your Company completed the IPO of its equityshares of 29705880 Equity shares of Rs 10/- each comprising of a Fresh Issue of21470588 Equity shares of Rs10/- each and Offer for Sale (OFS) of 8235292 Equityshares of Rs 10/- each by M/s. Narantak Dealcomm Limited M/s. Subham Capital PrivateLimited M/s. Subham Buildwell Private Limited M/s. Dorite Tracon Private Limited andM/s. Kalpataru HouseFin & Trading Private Limited promoters of the Company. Themarket gave buoyant response to the IPO and it was oversubscribed by 121.43 timespursuant to Initial Public Offering ("IPO") of the Company by way of a FreshIssue and an Offer for Sale. The Equity Shares of your Company are listed on BSE Limited(BSE) and the National Stock Exchange of India Limited (NSE) with effect from June 242021.

As per the objects of the offer the net proceeds of the fresh issue were to beutilised towards: a) Repayment and/or Prepayment in full or part of debt of the Companyand Shyam Sel & Power Limited (Wholly Owned Subsidiary); and b) General CorporatePurposes.

Post the issue 88.35% of the Equity Share Capital of your Company is held by thePromoter and Promoter Group.

UTILISATION OF IPO PROCEEDS

Your Company has appointed Axis Bank Limited as the Monitoring agency in terms ofregulation 41(2) of the SEBI (Issue of Capital & Disclosure Requirements) Regulations2018 as amended to monitor the utilization of IPO proceeds and Company has obtained amonitoring report from the Monitoring agency and filed the same with both exchanges whereequity shares of the Company are listed. The proceeds realized by the Company from the IPOutilized as per the objects of the offer as disclosed in the Prospectus of the Company.

Out of the IPO proceeds your Company has utilized the funds as per the below mentionedtable:

Sl. Item Head No. Amount to be Utilised (Rs in Cr.) Amount Utilised during the year ended 31.03.22 Unutilised Amount as on 31.03.22
(Rs in Cr.) (Rs in Cr.)
1. Repayment and / or Prepayment in full or part of debt of the Company and Shyam Sel & Power Limited (Wholly Owned Subsidiary) 470.00 470.00 Nil
2. General Corporate Purposes 149.96 149.96 Nil

There has been no deviation in the utilization of the IPO proceeds of the Company. TheMonitoring Agency Report are available at the Company's website at www.shyammetalics.com.Further the details of Utilisation of Net IPO Proceeds for the year ended March 31 2022has been provided in notes to the Accounts of the Financials of the Company.

Pursuant to listing of equity shares on the stock exchanges your Company enjoys thebenefit of enhanced brand name and creation of public market for the equity shares of theCompany.

CAPEX AND LIQUIDITY

During the period under review the Company on a consolidated basis spent Rs 1121.41Crores on capital projects largely towards ongoing growth projects in India essentialsustenance and replacement schemes.

CREDIT RATING

The company has updated the financial credit rating to AA- Positive for long termbanking facilities and A1+ for short term banking facilities by CRISIL. The ratingemphasizes the financial strength of the company in terms of the highest safety withregard to timely fulfilment of its financial obligations.

The above rating continues to draw strength from promoter's experience operationalefficiency by virtue of having an integrated plant production of value-added productsfetching higher margins increasing profit levels and moderate its financial position.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act 2013 ("the Act") theSEBI (LODR) Regulations 2015 and Ind AS the audited consolidated financial statementsare provided in the Annual Report.

SHARE CAPITAL

During FY'22 there was no change in the Authorised Share Capital. The companyconcluded its maiden initial public offering and the Paid-up Share Capital of the Companyhas increased from Rs 2336101000/- (Rupees Two hundred thirty-three crores sixty-onelacs one thousand only) divided into 233610100 equity shares of Rs10 each to Rs2550806880/- (Rupees Two hundred fifty-five crores eight lacs six thousand eighthundred eighty only) divided in to 255080688 equity shares of Rs 10 each. As at March31 2022 the Authorised Share Capital Rs 2900000000/- (Rupees Two hundred ninetycrores only) divided into 290000000 (Twenty-nine crores) Equity shares of Rs 10 each.

The Company had made an Initial Public Offer (IPO) during the year ended March 312022 for 29705880 equity shares of Rs10/- each comprising of a fresh issue of21470588 equity shares by the Company and 8235292 equity shares offered for sale byselling shareholders. The Equity shares were issued at a price of Rs 306/- per share(including a Share Premium of Rs 296) of the total equity shares 300000 equity shareswere reserved for eligible employees at a discount of Rs 15 per share.

Total Share Premium received from IPO (net of employee discount) is Rs 635.32 croresreduced by the Company's share of IPO related expenses of Rs 31.22 Crores.

The Company has not issued any shares or securities with differential voting rights norgranted stock options nor sweat equity.

DEPOSITS

The Company has not accepted/received any deposits during the year under reportfalling within the ambit of Section 73 of the Act and the Companies (Acceptance ofDeposits) Rules 2014.

RELATED PARTY TRANSACTIONS

In terms of Section 188 of the Act read with rules framed thereunder and Regulation 23of the SEBI (LODR) Regulations 2015 your Company has in place Related Party TransactionsPolicy dealing with related party transactions. The policy may be accessed at:https://www.shyammetalics.com/wp-content/uploads/2021/08/SMEL_Policy-Doc_Related-Party-Transactions.pdfAll the related party transactions that were entered and executed during the year underreview were on arm's length basis and in the ordinary course of business and withinpermissible framework of Section 188 of the Act and Rules made thereunder read withRegulation 23 of Listing Regulations. There were no materially significant related partytransactions made by the Company during the year that would have required the approval ofthe shareholders under regulation 23 of the Listing Regulations. The details of therelated party transactions entered by the Company on arm's length basis during the yearunder review are disclosed in Form AOC-2 as Annexure - I.

PARTICULARS OF LOANS GUARANTEES SECURITIES AND INVESTMENTS

Details of Loans Guarantees Securities and Investments covered under the provisionsof Section 186 of the Act are given in the notes to Financial Statements.

SUBSIDIARIES ASSOCIATE AND JOINT VENTURE COMPANIES

A separate statement containing performance and highlights of Financial Statements ofsubsidiary associate and joint venture companies is provided in the prescribed Form AOC-1as Annexure - I.

The name of companies which have become or ceased to be subsidiary or joint venture orassociate companies if any have been mentioned as below:

CEASED TO BE SUBSIDIARIES

M/s. Damodar Aluminium Private Limited (w.e.f. 09/09/2021) M/s. Singhbhum Steel &Power Private Limited (w.e.f. 09/09/2021) M/s. Renaissance Hydro Power Private Limited(w.e.f. 09/09/2021)

CEASED TO BE ASSOCIATES

M/s. Kecons Tradecare Private Limited (w.e.f. 09/09/2021) M/s. Kolhan Complex PrivateLimited (w.e.f. 09/09/2021)

The financial statements of subsidiary companies are kept open for inspection by theshareholders at the registered office of the Company during business hours on all daysexcept on Saturdays Sundays and on public holidays upto the date of the Annual GeneralMeeting ("AGM") as required under Section 136 of the Act. Any member desirous ofobtaining a copy of the said financial statements may write to the Company at itsRegistered Office.

The audited financial statements including the consolidated financial statements andall other documents required to be attached thereto and financial statements of thesubsidiary Company have been uploaded on the website of your Company atwww.shyammetalics.com.

Your Company has framed a policy for determining "Material Subsidiary" interms of Regulation 16(c) of Listing Regulations. The policy may be accessed on thewebsite of the Company at: https://www.shyammetalics.com/wp-content/uploads/2021/08/SMEL_Policy-Doc_Determining-Material-Subsidiary.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review there was no change in the composition of the Board.However the Board through Postal Ballot have proposed the Re-appointment of Mr. SanjayKumar Agarwal (DIN: 00232938) as Joint Managing Director Mr. Dev Kumar Tiwari (DIN:02432511) as Whole-time Director and Mr. Bhagwan Shaw (DIN: 03419298) as Whole-timeDirector for a further period of 5 Years commencing from 1st April 2022.

In accordance with the requirement of the Companies Act Mr. Mahabir Prasad Agarwal(DIN: 00235780) and Mr. Deepak Kumar Agarwal (DIN: 00560010) Directors retire by rotationand being eligible offers themselves for re-appointment. Members' approval is beingsought at the ensuing AGM for their re-appointment.

During the period under Review the Non-Executive Directors (NEDs) of the Company hadno pecuniary relationship or transaction with the Company other than the sitting fees andcommission as applicable received by them.

In Terms of Section 149 of the Companies Act Mr. Venkata Krishna Nageswara Rao MajjiMr. Ashok Kumar Jaiswal Mr. Yudhvir Singh Jain Mr. Ajay Choudhury Mr. Kishan GopalBaldwa and Ms. Rajni Mishra are the Independent Directors of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from each of the Independent Directors thatthey meet the criteria of independence prescribed under Section 149 read with Schedule IVof the Act and rules made thereunder as well as Regulations 16(1)(b) and 25(8) of theListing Regulations. Based on the declarations received the Board considered theindependence of each of the Independent Directors in terms of above provisions and is ofthe view that they fulfil the criteria of independence and are independent from themanagement.

In terms of Section 150 of the companies Act 2013 and rules framed thereunder theindependent Directors of the Company have registered themselves with the Indian Instituteof Corporate Affairs (IICA) and has confirmed to comply with the requirements of Rule 6(4)of the companies (Appointment and Qualification of Directors) Rules 2014 (as amended)within the prescribed timeline.

KEY MANAGERIAL PERSONNEL'S (KMP)

During the year under review there has been no change in the Key ManagerialPersonnel's (KMP) of the Company. In terms of Section 203 of the Companies Act 2013following are the KMPs of the Company as on 31st March 2022: Mr. Brij Bhushan Agarwal -Vice Chairman and Managing Director Mr. Sanjay Kumar Agarwal - Joint Managing Director Mr.Deepak Kumar Agarwal - Whole-Time Director Mr. Dev Kumar Tiwari - Whole-Time Director Mr.Bhagwan Shaw - Whole-Time Director Mr. Shree Kumar Dujari - Chief Financial Officer Mr.Birendra Kumar Jain - Company Secretary

PERFORMANCE EVALUATION

The Board of Directors understands the requirements of an effective Board Evaluationprocess and accordingly conducts the performance Evaluation every year in respect of thefollowing:

• Board of Directors as a whole.

• Committees of the Board of Directors

• Individual Directors including the Chairman of the Board of Directors.

In compliance of the requirements of the provisions of section 178 of the Act theListing Regulations and the Guidance Note on Board Evaluation issued by SEBI in January2017 a performance Evaluation was carried out internally for the Board Committees of theBoard Individual Directors including Chairman of the Board for the financial year endedMarch 2022. During the year under review the company has complied with all criteria ofevaluation as envisaged in the SEBI Circular on Guidance Note on Board Evaluation such aspreparation participation conduct and effectiveness. The key objectives of conductingthe Board evaluation process where to ensure that the Board and various committees of theBoard have appropriate composition and they have been functioning collectively to achievecommon business goals of the company. Similarly the key objectives of conductingperformance evaluation of the Directors through individual assessment and peer assessmentwhere to ascertain if the directors actively participate in the Board / committee meetingsand contribute to achieve the common business goals of the company.

All the Directors carry out the aforesaid performance evaluation in a confidentialmanner and provide their feedback on a rating scale of 1 to 5 in the specified formats.The performance evaluation feedback of all the Directors including chairman is discussedby the independent directors in their separate meeting and forward their recommendation tothe Chairperson of the Nomination and Remuneration committee (NRC). Thereafter the NRCforward the recommendation to the Board of Directors. The outcome of such performanceevaluation exercise was discussed during the year at a separate meeting of the independentdirectors held on 15th March 2022 and subsequently by the Nomination and Remunerationcommittee held on 18th May 2022. The NRC forwarded their recommendation based on suchperformance evaluation process to the Board of Directors. After completion of internalevaluation process the Board at its meeting held on 18th May 2022 also discussed theperformance evaluation of the Board its committees and individual directors. Theperformance evaluation of the independent Directors of the company was done by the entireBoard of Directors excluding the independent directors being evaluated. The Boardexpressed its satisfaction with the evaluation process and results thereof.

BOARD AND COMMITTEES OF THE BOARD Board Meetings:

The Board of Directors met 9 times during the period under review. For further detailsplease refer to the Report on Corporate Governance which forms a part of this AnnualReport.

Committee Meetings:

Pursuant to the various requirements under the Act and the Listing Regulations and tofocus on specific areas and make informed decisions in line with the delegated authoritythe Board of Directors has constituted the following committees:

• Audit Committee
• Nomination and Remuneration Committee
• Corporate Social Responsibility Committee
• Stakeholders Relationship Committee
• Risk Management Committee

Details of composition terms of reference and number of meetings held for respectiveCommittees are given in the Report on Corporate Governance which forms a part of thisAnnual Report.

Code of conduct

The Code of Conduct is based on the principle that business should be conducted in aprofessional manner with honesty and integrity and thereby enhancing the reputation of thecompany. The Code ensures lawful and ethical conduct in all affairs and dealing of thecompany.

ThesamecanbeaccessedontheCompany'swebsiteatweblink:https://www.shyammetalics.com/wp-content/uploads/2021/08/SMEL_Policy-Doc_Code-of-Conduct.pdf

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Act and Regulation 19 read withPart D of Schedule II of the SEBI (LODR) Regulations 2015 the policy on Nomination andRemuneration of Directors KMPs and Senior Management of your Company and the criteria fordetermining qualifications positive attributes and Independence of a director asspecified in the relevant provision is uploaded on the website of the Company and may beaccessed at: https://www.shyammetalics.com/wp-content/uploads/2021/08/SMEL_Policy-Doc_Nomination-and-Remuneration.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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 a statement showing the names and other particulars of the top ten employees andthe employees drawing remuneration in excess of the limits set out in the said rules andthe disclosures relating to remuneration and other details required under the provisionsof Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure-V.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 142 and other applicable provisions if anyof the Companies Act 2013 and Rules made thereunder and based on the recommendation ofthe Audit Committee and Board M/s. S K Agarwal and Co Chartered Accountants LLP (ICAIFirm Registration No. 306033E/E300272) had been appointed as the Statutory Auditors ofthe company for a term of five years from the conclusion of 15th Annual General Meetingtill the conclusion of 20th Annual General Meeting of the Company on such remuneration asshall be fixed by the Board of Directors from time to time in consultation with theAuditors. Auditors Report to the shareholders for the year under review does not containany qualification or adverse remarks. The Notes on Financial Statements referred to in theAuditors' Report are self-explanatory and do not call for further comments.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hasappointed M/s. MKB & Associates Company Secretaries (FRN: P2010WB042700) to conductthe Secretarial Audit of the Company for the financial year 2021-22. In terms ofRegulation 24A of the SEBI (LODR) Regulations 2015 M/s. Arvind Bajpayee PracticingCompany Secretaries (COP No: 11186) were appointed as Secretarial Auditors of Shyam Sel& Power Limited a material unlisted subsidiary of the Company for the financial year2021-22.

The Secretarial Audit Reports issued by M/s. MKB & Associates Company Secretariesfor the Company along with self explanatory observations thereof and M/s. Arvind BajpayeeCompany Secretaries for Shyam Sel & Power Limited are annexed herewith as

Annexure-II.

COST AUDITORS AND COST AUDIT REPORT

In terms of sub-section (1) of Section 148 of the Act read with Companies (Cost Recordsand Audit) Rules 2014 as amended from time to time the Company is required to maintainthe cost records. Accordingly such accounts and records have been maintained by theCompany.

The Board of Directors on recommendation of Audit Committee appointed M/s. AbhimanyuNayak & Associates (FRN: 101052) Cost Accountants as the Cost Auditors of theCompany for auditing the cost records of the Company for the financial year 2022-23subject to ratification of remuneration by the Shareholders of the Company in the 20th AGMof the Company. Accordingly an appropriate resolution seeking ratification of theremuneration of Rs 45000/- plus applicable taxes and actual out of pocket expensesincurred in connection with the cost audit for the financial year 2022-23 is included inthe Notice convening the 20th AGM of the Company. The Report of cost Auditors for theFinancial Year ended March 31 2022 is under finalisation and will be filed with MCAwithin prescribed time.

RISK MANAGEMENT

The Company has in place a robust risk management framework which identifies andevaluates business risks and opportunities. The Company recognizes that these risks needto be managed and mitigated to protect the interest of the shareholders and stakeholdersto achieve business objectives and enable sustainable growth. The risk managementframework is aimed at effectively mitigating the Company's various business andoperational risks through strategic actions. Risk management is embedded in our criticalbusiness activities functions and processes. The risks are reviewed for the change in thenature and extent of the major risks identified since the last assessment. It alsoprovides control measures for risk and future action plans.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements and such internal financial controls are operating effectively. YourCompany has adopted policies and procedures for ensuring the orderly and efficient conductof its business including adherence to the Company's policies safeguarding of itsassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and timely preparation of reliable financial disclosures.

CORPORATE SOCIAL RESPONSIBILITY

The Company strongly believes that sustainable community development is essential forharmony between the community and the industry. The Company endeavours to make a positivecontribution especially to the underprivileged communities by supporting a wide range ofsocio-economic educational and health initiatives.

The Board of Directors of the Company oversees the implementation of CSR Policy of theCompany. In line with the provisions of the Act and on the recommendations of the CSRCommittee the Board of Directors has approved the CSR Policy of the Company. Detailed CSRPolicy of the Company has been uploaded on the website of the Company atwww.shyammetalics.com. The Annual Report on the CSR activities for the financial year2021-22 is annexed herewith as Annexure- III.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material order(s) passed by the regulators/ courts which would impactthe going concern status of the Company and its future operations during the year underreview.

ANY APPLICATION/PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

There was no application made or proceeding pending against the Company under theInsolvency and Bankruptcy Code 2016 (31 of 2016) during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls (IFCs) and Compliance Systemsestablished and maintained by the Company the work performed by the Internal Statutoryand Secretarial Auditors including the audit of IFCs over financial reporting by theStatutory Auditors and reviews performed by the management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sIFCs are adequate and effective during F.Y 2021-22 Pursuant to Section 134(3) (c) of theAct your Directors state that:

(a) in the preparation of the annual accounts for the year ended March 31 2022 theapplicable accounting standards have been followed and there are no material departures;(b) the Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of your Company as at the end of the financial year and ofthe profit of the Company for that period; (c) the Directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (d) The Directors have prepared the annualaccounts on a going concern basis; (e) The Directors have laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and are operating effectively; and

(f ) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

OTHER INFORMATION

BUSINESS RESPONSIBILITY REPORT (BRR)

In compliance with Regulation 34(2)(f ) of the Listing Regulations read with the SEBICircular No. CIR/CFD/CMD/10/2015 dated November 4 2015 your Company has prepared a BRRin the prescribed format for the financial year ended March 31 2022 describinginitiatives undertaken from an environmental social and governance perspective which isannexed to the Board's Report and marked as Annexure - VI.

The Policy on Business Responsibility has been uploaded on the website of the Companyat www.shyammetalics.com and is available at the linkhttps://www.shyammetalics.com/wp-content/uploads/2022/07/Business-Responsibility-Policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under SEBI (LODR) Regulations 2015 a separate section titled"Management Discussion and Analysis Report" (MDA) forms part of this AnnualReport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars related to conservation of energy technology absorption and foreignexchange earnings and outgo as required to be disclosed under Section 134(3) (m) of theAct read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure-IV.

ANNUAL RETURN

In accordance with the provisions of Sections 92 and 134(3)(a) of the Act read with theCompanies (Management and Administration) Rules 2014 the Annual Return for the financialyear ended March 31 2022 has been uploaded on the website of the Company on the followinglinkhttps://www.shyammetalics.com/wp-content/themes/shyam/assets/investors/annual-return/mgt-7.pdf

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements as set out in Regulation 17 of the SEBI(LODR) Regulations 2015. The report on Corporate Governance for the financial year ended31st March 2022 as stipulated in Regulation 34 read with Schedule V of the SEBI (LODR)Regulations 2015 forms an integral part of this Annual Report. The certificate receivedfrom M/s. KPA & Co. LLP Company Secretaries confirming compliance with the conditionsof Corporate Governance as stipulated in Regulation 34 read with Schedule V of the SEBI(LODR) Regulations 2015 is annexed to the Corporate Governance Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has formed a Whistle Blower Policy / Vigil Mechanism policy as requiredunder Section 177 of the Companies Act 2013 and Regulation 22 of the SEBI (LODR)Regulations 2015. A Vigil (Whistle Blower) mechanism provides a channel to the employeesand Directors to report to the management concerns about unethical behaviour actual orsuspected fraud or violation of the Codes of conduct or policy. The mechanism provides foradequate safeguards against victimization of employees and Directors to avail of themechanism and also provide for direct access to the Chairman of the Audit Committee inexceptional cases. No personnel of the Company denied access to the Audit Committee. TheWhistle-blower Policy is available on our website at www.shyammetalics.com.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has adopted the policy against Sexual Harassment of Women at Workplacefor the purpose of preventing prohibiting and redressing sexual harassment of femaleemployees including permanent temporary on training and on contract basis at all theworkplaces within the company which are based on fundamental principles of justice andfair play.

Further an Internal Complaints Committee (ICC) has been constituted at every locationwhere offices of the Company is situated which shall be responsible for redressal ofcomplaints related to sexual harassment. The Company has put in place suitable processesand mechanisms to ensure issues of sexual harassment if any are effectively addressed.During the year under review there were no complaints of sexual harassment received /reported.

ACKNOWLEDGEMENTS

Your Board expresses its deep sense of gratitude and would like to place on record deepappreciation to our customers business partners vendors (both international anddomestic) bankers financial institutions and associates for all the support renderedduring the year. Your Board expresses their sincere appreciation for the continuedco-operation and support extended to the Company by the Central Government the Governmentof West Bengal and Odisha Regularity Authorities Stock Exchanges Municipal Authoritiesand other local authorities in areas where we are operational and communities at large.Your Board is deeply grateful to our investors and shareholders for the confidence andfaith that has been reposed in us. The Board acknowledges appreciates and values theunwavering efforts by the employees workmen and staffs including the Management headed bythe Executive Directors who have worked together as a team despite the pandemic andoverall challenging environment. The Board also appreciates the Independent Directors andthe Non-Executive Directors of the company for their contribution by way of strategicguidance sharing of knowledge experience and wisdom which helps your company to takethe right decisions in achieving its business goals.

For and on behalf of the Board of Directors

Sd/- Sd/-
Place : Kolkata Mr. Brij Bhushan Agarwal Mr. Sanjay Kumar Agarwal
Date : 18th May 2022 Vice Chairman and Managing Director Joint Managing Director
(DIN : 01125056) (DIN : 00232938)

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