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Steel City Securities Ltd.

BSE: 538404 Sector: Financials
NSE: STEELCITY ISIN Code: INE395H01011
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Steel City Securities Ltd. (STEELCITY) - Director Report

Company director report

To

The Members

STEEL CITY SECURITIES LIMITED

49-52-5/4 Shanthipuram Visakhapatnam – 530016 Andhra Pradesh India.

Your Directors have pleasure in presenting the Twenty- Fourth Annual Report on thebusiness and operations of the Company along with the Audited Financial Statements for theFinancial Year ended 31st March 2018 and the Report of the Auditors thereon.

1. FINANCIAL PERFORMANCE AND REVIEW :

(Standalone and Consolidated)

(Rs. in Lakhs)

Particulars Standalone Consolidated
31.03.2018 31.03.2017 31.03.2018 31.03.2017
Gross Income 6361.67 3544.70 6613.86 3836.35
Expenditure 4703.55 2792.44 4918.52 3018.25
Profit before Depreciation &
Taxation 1658.12 752.26 1695.34 818.11
Less: Depreciation 86.28 60.49 89.56 64.11
Profit before Taxation 1571.84 691.77 1605.78 753.99
Less: Provision for Taxation
For earlier years 22.83 1.26 23.99 1.80
For current year 439.54 250.68 451.42 274.20
Deferred Tax Liability 1.61 (25.50) 1.47 (26.05)
Provision for FBT - - - -
Net Profit after Taxation 1107.86 465.33 1128.90 504.04
Add: Share of Profit in Associate - - 15.25 7.20
Profit after Tax and Share of Profit in Associate - - 1144.15 511.25
Less: Minority Interest - - (7.42) (9.42)
Profit for the Year 1107.86 465.33 1136.73 501.83
Add: Balance brought forward from earlier year 2912.93 2854.68 4018.10 3928.13
Balance available for appropriations 4020.80 3320.00 4976.81 4255.95
Less: Amount transferred to Reserves 110.79 46.53 114.56 51.93
Less: Interim Dividend and Dividend Tax 363.65 178.72 363.64 187.51
Less: Proposed Dividend and Dividend Tax 87.51 181.83 94.84 181.83
Balance carried forward to P & L A/c 3458.85 2912.93 4403.75 3834.68

2. DIVIDEND:

The Board of Directors of the Company at their meeting held on the 12th dayof October 2017 has declared 1st Interim Dividend @ 10% for every Equity Shareof Rs. 10/- each and has declared 2nd Interim Dividend @10% for every EquityShare of Rs.10/- each at their meeting held on 27th day of February 2018 afterconsidering the Provisional Financials of the Company. The Board further recommends aFinal Dividend @ 5% for every Equity Share of Rs. 10/- each after taking intoconsideration the Financial position of the Company. On the whole the Company has declareda dividend of Rs. 2.50/- i.e @25% (inclusive of Interim and Final Dividend) for everyEquity Share of Rs.10/- each for the Financial Year 2017-18.

3. STATE OF AFFAIRS OF THE COMPANY DURING THE YEAR:

Standalone:

During the year under review the Company has recorded an Income of Rs.6361.67 Lakhs ascompared to the previous year amount of Rs.3544.70 Lakhs. The Expenditure incurred beforedepreciation during the year was Rs.4703.55 Lakhs as against the amount of Rs.2792.44Lakhs during the previous year. The depreciation and provision for taxes provided duringthe year were Rs.86.28 Lakhs and Rs.463.98 Lakhs respectively as compared to thedepreciation and provision for taxes provided for the previous year were Rs.60.49 Lakhsand Rs.226.44 Lakhs respectively. Hence the Company has earned a Net Profit of Rs.1107.86Lakhs as compared to the previous year amount of Rs.465.33 Lakhs. During this year theNet Profit has increased @ 138.08% as compared to the previous year as the market activityregained its growth during the year especially in the High – Yield cash segment. TheBoard has taken all necessary steps to expand its activities by establishing newBranches/Centers in other States and also by adding new services and products. The incomefrom the segment of e-Governance also will certainly increase the business of the Companyand has opened around 5000+ Franchises during the Financial Year 2017-18. The Company alsoproposes to get itself registered as a Mutual Fund Intermediary. Hence the Companyexpects bright future in the years to come.

Consolidated:

During the year under review the Company has recorded an Income of Rs.6613.86 Lakhs ascompared to the previous year amount of Rs.3836.35 Lakhs. The Expenditure incurred beforeDepreciation during the year was Rs.4918.52 Lakhs as against the amount of Rs.3018.25Lakhs during the previous year. The depreciation and provision for taxes provided duringthe year were Rs.89.56 Lakhs and Rs.476.88 Lakhs respectively as compared to thedepreciation and provision for taxes provided for the previous year were Rs.64.11 Lakhsand Rs.249.95 Lakhs respectively. Hence the Company has earned a Net Profit of Rs.1128.90Lakhs before considering Minority Interest and Share of Associate and Rs.1136.73 Lakhsafter considering Minority Interest and Share of Associate as compared to the previousyear amount of Rs.504.04 Lakhs before considering Minority Interest and Share of AssociateRs.501.83 Lakhs after considering Minority Interest and Share of Associate. The Net Profitfor the year increased by 126.52% as compared to the Net Profit for the previous year. TheBoard considered the matter and has formulated necessary business plans to furtherincrease the profit of the Company during the current Financial Year 2018-19.

4. MILESTONES ACHIEVED:

Your Company is having its footprint in 34 States and Union Territories across Indiaand is operating through more than 70 owned branches 8500+ Franchises and is having morethan 5000 Authorised Persons working under the Company.

5. GROWTH PROSPECTS FOR INDIAN CAPITAL MARKET IN 2018:

At a time when most economies in the world are moving at a sluggish pace India bycontrast is seen as a reforming economy with the prospect of strong long-term growth. Inaddition the stock markets will become the fifth largest in world by 2018 Sanctum WealthManagement report said. "Prospective returns for equities are much higher than the6-8 percent that one can expect from fixed income" it noted. However if inflationor rates rise markets are not likely to register further gains. Muted earning could alsoimpact market performance. "Considering the fact that Nifty50 is in a broaderuptrend a sustained move beyond the 10490-10580 levels could lead to a rally towards11200-11500 levels in the medium term" it noted. India will overtake China to bethe fastest growing large economy in 2018 and the country's equity market will become thefifth largest in the world a report said.

"India will become the fastest growing large economy in the world eclipsingChina. Indian equity market will jump to become the fifth largest in the world" thereport said. Moreover India also benefits from a favorable contrast to other emergingmarkets. In particular the fact that China is downshifting to a slower pace of growth. Asper the report a major factor that has changed is that the domestic buyer now sets marketprices. Domestic mutual funds bought equities worth $15.3 billion against $8 billion byforeign investors in 2017.

The World Bank is estimating India's economy to grow by 6.7 percent during the currentfiscal year higher than the 6.5 percent estimate by the Indian government. The GrossDomestic Product (GDP) growth is expected to rise to 7.3 percent in 2018-19 making Indiaagain the world's fastest growing economy according to the World Bank's Global EconomicProspects report . The report dropped the growth estimate for 2017-18 by 0.1 percent fromits projection June 2017 because of the disruptions to the economy from the Goods andServices Tax (GST). But it raised the growth forecast for 2018-19 by 0.1 percent from theJune figure. The Bank forecast GDP growth of 7.5 percent in 2019-20 and 2020-21.

6. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

In compliance with the requirement of Section 2(87) of the Companies Act 2013Directors' Report along with the Statement of Accounts of M/s. Steel City CommoditiesPrivate Limited Subsidiary of your Company for the year ended 31st March 2018are appended to the Annual Report.

Steel City Commodities Private Limited

Steel City Commodities Private Limited became Subsidiary of the Company in 2004 and isin the business of Commodities Brokers as the Member of Multi Commodity Exchange of IndiaLtd (MCX) and National Commodity & Derivatives Exchange Limited (NCDEX). Now theCompany is fully geared up to take a major plunge into the business of Commodities Brokingand the coming year looks more promising. During the Financial Year 2017-18 theSubsidiary has earned a Net Profit of Rs. 50.67 Lakhs as against the Net Profit of Rs.77.49 Lakhs for the Financial Year 2016-17. The profit of the Company decreased by 65.39%as compared to the F.Y. 2016-17 due to sluggish market conditions.

Steel City Financial Services Private Limited:

Steel City Financial Services Private Limited is an Associate Company of Steel CitySecurities Limited carrying on the business of Non-Banking Financial Services to itsclient by providing Personal Loans etc. During the Financial Year 2017-18 the AssociateCompany has earned a Net Profit of Rs. 34.86 Lakhs as against the Net Profit of Rs. 16.47Lakhs for the Financial Year 2016-17. The Profit of the Company increased by 111.66% ascompared to the F.Y. 2016-17.

7. DISCLOSURE UNDER SEXUAL HARAASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013.

The Company has always believed in providing a safe and harassment free workplace forevery individual working in premises and always endeavors to create and provide anenvironment that is free from discrimination and harassment including sexual harassment.

During the year ended 31st March 2018 the Company has not received anycomplaint pertaining to sexual harassment.

8. ISO CERTIFICATION:

The Company continues to hold ISO 9001 : 2015 Certification with the scope of"Service Provision for Stock / Securities Market Operations Depository ParticipantServices Other Allied and Customer Support Services" from TUV India Pvt. Ltd. TheCompany has been complying with the concerned procedure in this regard.

9. NUMBER OF MEETINGS OF THE BOARD:

During the F.Y. 2017-18 the Board of Directors met for 9 (Nine) times to discuss aboutthe business and other important matters relating to the Company and the details of themeetings of the Board mentioned in the Corporate Governance Report which forms part ofthis report.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the FinancialYear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.

These have been discussed in detail in the Notes to the Standalone Financial Statementsin this Annual Report and also a report on related party transactions entered into by theCompany is annexed as Annexure – 5.

11. DEPOSITS:

The Company has not accepted any fixed deposits attracting the provisions of theCompanies Act 2013 and as such no amount of principal or interest was outstanding as onthe Balance Sheet date.

12. AUDITORS:

(a) Statutory Auditors:

At the Annual General Meeting held on the 19th August 2017 M/s. SARC &Associates Chartered Accountants Visakhapatnam (FRN: 006085N) were appointed asStatutory Auditors of the Company and shall hold office till the conclusion of the AnnualGeneral Meeting to be held in the calendar year 2018. Since the term of the StatutoryAuditors is completed the Board recommend the appointment of M/s. SARC & AssociatesChartered Accountants Visakhapatnam (FRN: 006085N) as Statutory Auditors of the Companyfor a period of 4 years from the Financial Year 2018-19 till the Financial Year 2021-22.

(b) Internal Auditors:

M/s. Rao & Manoj Associates Chartered Accountants Visakhapatnam were appointed asthe Internal Auditors of the Company for the Financial Year 2017-18 who are actingindependently and also responsible for regulatory and legal requirements relating tooperational processes and internal systems. As the Board is satisfied with the performanceof these Auditors the Board Proposes to Appoint them in the next Board meeting as InternalAuditors for the Financial Year 2018-2019 also. These Auditors Report directly to theChairman of the Board of Directors.

Sri. Y.S.N. Murthy Chartered Accountant Visakhapatnam was appointed as InternalAuditor of the Company for the Financial Year 2017-18 who are acting independently andalso responsible for regulatory and legal requirements relating to D.P Operations and theInternal Audit relating to the Pension Fund Regulatory Authority of India of the company.As the Board is satisfied with the performance of these Auditors the Board Proposes toAppoint them in the next Board meeting as Internal Auditors for the Financial Year2018-2019 also. These Auditors Report directly to the Chairman of the Board of Directors.

M/s. T.R. Chadha & Co Chartered Accountants Hyderabad were appointed as InternalAuditors as per the Circular issued by Securities Exchange Board of India for theFinancial Year 2017-18. As the Board is satisfied with the performance of these Auditorsthe Board Proposes to Appoint them in the next Board meeting as Internal Auditors for theFinancial Year 2018-2019 also

(c) Systems Auditors:

M/s. Kochar & Associates Chartered Accountants Mumbai were appointed as theSystems Auditors of the company and also as per the NSE BSE and MCX-SX Exchanges notifiedRules & Regulation from time to time for the Year 2017-18. As the Board is satisfiedwith the performance of these Auditors the Board Proposes to Appoint them in the nextBoard meeting as Internal Auditors for the Financial Year 2018-2019 also.

(d) Secretarial Auditors:

M/s. ASN Associates Practicing Company Secretaries Visakhapatnam were appointed asSecretarial Auditors of the Company as per provisions of Section 204 of the Companies Act2013 and Rules made there under for the Financial Year 2017-18. The Secretarial AuditReport for the Financial Year 2017 - 18 form part of the Annual Report as Annexure- 8 tothe Board's Report. As the Board is satisfied with the performance of these Auditors theBoard Proposes to Appoint them in the next Board meeting as Secretarial Auditors for theFinancial Year 2018-2019 also.

13. AUDITORS' REPORT:

The Notes on Financial Statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remarks.

14. CREDIT & GUARANTEE FACILITIES:

The Company has been availing secured loans overdraft facilities and bank guaranteefacilities from HDFC Bank Limited Karur Vysya Bank Limited and Karnataka Bank Limitedfrom time to time for the business requirements.

15. PARTICULARS REGARDING ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

Your Company continues to explore all possible avenues to reduce energy consumption.

The particulars as prescribed under Sub – Section (3)(m) of Section 134 of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014 is enclosed asAnnexure - 3 to the Board's Report.

16. MANAGEMENT DISCUSSION ANALYSIS:

Management Discussion & Analysis is given as Annexure - 9.

The Board has been continuing its efforts and taken the required steps in the followingareas:

1. Industry Structure and Development

2. Growth Strategy.

3. Segment-Wise Performance

4. Internal Control Systems and their adequacy

5. Strengths Weaknesses Opportunities and Threats

6. Financial Performance with respect to Operational Performance

7. Material Developments in Human Resources / Industrial Relations

8. Strict Compliances

9. Talent Management Leadership Development and Talent Retention.

10. Learning and Development

17. CORPORATE GOVERNANCE:

Your Company has been complying with the principles of good Corporate Governance overthe years. In compliance with Regulation 34 of the SEBI (LODR) Regulations 2015 aseparate report on Corporate Governance forms an integral part of this report as Annexure–2. The Auditor Certificate on Corporate Governance is also annexed along with thereport on Corporate Governance.

Board diversity

The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The key philosophy of all CSR initiatives of the Company is guided by three corecommitments of Scale Impact and Sustainability. During the year the Company has spent anamount of Rs. 1511017.00 which is to be mandatorily spent by the Company on CSRactivities as per the provisions of Section 135 of the Companies Act 2013.

Your Company's CSR Policy Statement and Annual Report on the CSR Activities undertakenduring the Financial Year ended 31st March 2018 in accordance with Section135 of the Companies Act 2013 and Companies (Corporate Social Responsibility Policy)Rules 2014 is annexed to this report as Annexure – 4.

19. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) of the Companies Act 2013 an Extract of theAnnual Return as per Section 92 (3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 in the prescribed Format MGT-9 isappended as Annexure - 7 to the Board's Report.

20. INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

21. THE BOARD AND KMP:

(a) Change in the Composition of the Board of Directors:

Sri. G. Sree Rama Murthy Chairman and Managing Director of the Company ceased to beDirector of the Company due to death on 05.11.2017 and the same was noted by the Board ofDirectors at their meeting held on 11.11.2017. Sri. K. Satyanarayana Executive Director

(Surveillance) was re- designated as Executive Chairman of the Company and Sri. SatishKumar Arya Director (Operations) was re- designated as Managing Director of the Companyat the Meeting of the Board of Directors of the Company held on 24.11.2017 and the samewas approved by the Shareholders by passing resolution through Postal Ballot. The Board attheir meeting held on 24.11.2017 has appointed Sri. T. V. Srikanth as Additional Directorof the Company to hold office till the Conclusion of the ensuing Annual General meeting.

(b) Independent Directors:

Pursuant to the provisions of Sections 149 152 read with Schedule IV and all otherapplicable provisions of the Companies Act 2013 and the Companies (Appointment andQualification of Directors) Rules 2014 Sri Godithi Satya Rama Prasad Sri Murali KrishnaCherukuri Sri. M. H. Jagannadha Rao and Sri. B. Krishna Rao continue as IndependentDirectors of the Company.

They have submitted a declaration that each of them meets the criteria of independenceas provided in Section 149(6) of the Act and there has been no change in the circumstanceswhich may affect their status as Independent Director during the year.

(c) Retirement by Rotation:

In terms of Section 152 of the Companies Act 2013 Smt. G. V. Vandana Director of theCompany is liable to retire by rotation at the forthcoming Annual General Meeting andbeing eligible offered himself for re-appointment.

The Board confirms that none of the Directors of the Company is disqualified from beingappointed as Director in terms of Section 164 of the Companies Act 2013 and necessarydeclaration has been obtained from all the Directors in this regard.

(d) Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 of the Act which came into effect from April1 2014 the Board of Directors have approved the appointments of Sri KamireddiSatyanarayana Executive Chairman; Sri Satish Kumar Arya Managing Director Sri RamuNaraharasetti Chief Financial Officer (CFO) and Smt. M. Srividya Company Secretarycontinue to hold the office as KMP of the Company.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There were no significant and material Orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.

23. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES AS PER SECTION 197(12) UNDER RULE 5(2) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

The remuneration paid to the Directors is in accordance with the recommendations ofNomination and Remuneration Committee formulated in accordance with Section 178 of theCompanies Act 2013 and any other re-enactment(s) for the time being in force.

The Managing Director & Whole-Time Directors of your Company did not receiveremuneration from any of the Subsidiaries of your Company.

Particulars of employees as required in accordance with the provisions of Section197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexed as Annexure- 6 given as your Company has not paid any remuneration attracting these provisions.

24. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act 2013 Board of Directors of theCompany confirm that:

a) In preparation of the Annual Accounts for the financial year ended 31stMarch 2018 the applicable Accounting Standards have been followed along with properexplanation to material departures;

b) The Directors have selected Accounting Policies consulted the Statutory Auditorsand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atend of the financial year and of the profit or loss of the Company for that period.

c) The Directors have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities and

d) The Directors have prepared the Annual Accounts of the company on a going concernbasis;

e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) There is a proper system to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.

25. DECLARATION BY INDEPENDENT DIRECTORS:

Every Independent Director at the first meeting of the Board in which he participatesas a Director and thereafter at the first meeting of the Board in every Financial Yeargives a declaration that he meets the criteria of independence as provided under law.

26. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the Financial Year to which this Financial Statement relate toand the date of this report.

27. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013.Employees can raise concerns regarding any discrimination harassment victimization anyother unfair practice being adopted against them or any instances of fraud by or againstyour Company. Any incidents that are reported are investigated and suitable action takenin line with the Whistle Blower Policy. The Whistle Blower Policy is also available onyour Company's website (www.steelcitynettrade.com).

28. RISK MANAGEMENT:

All the risks are discussed at the Senior Management Level at their meetingsperiodically to ensure that the risk mitigation plans are well thought out and implementedand adverse impact of risks is avoided or kept within manageable proportions. Further theBoard has been identifying the elements of the Risks which may threaten the existence ofthe Company from time to time.

29. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS PURSUANT TO SECTION 186 OF THECOMPANIES ACT 2013:

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

30. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Accounting Standard AS-21 the Consolidated Financial Statements arefurnished herewith and form part of this Report and Accounts.

31. BOARD EVALUATION:

The Board of Directors has carried out an Annual Evaluation of its own performanceBoard Committees and Individual Directors pursuant to the provisions of the Act.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee Members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theIndividual Directors on the basis of the criteria such as the contribution of theIndividual Director to the Board and Committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman as well asthe Whole-Time Directors was evaluated taking into account the views of ExecutiveDirectors and Non-Executive Directors. The same was discussed in the Board meeting thatfollowed the meeting of the Independent Directors at which the performance of the Boardits Committees and Individual Directors was also discussed. Performance evaluation ofIndependent Directors was done by the entire Board excluding the Independent Directorbeing evaluated.

32. INSURANCE:

All the assets of the Company wherever necessary and to the extent required have beenadequately insured.

33. EMPLOYEE RELATIONS:

The relationship with the staff and workers continued to be cordial during the entireyear. The Directors wish to place on record their appreciation of the valuable work doneand co-operation extended by them at all levels. Further the Company is taking necessarysteps to recruit the required personnel from time to time.

34. STATUTORY COMPLIANCES:

The Company has complied and continues to comply with all the applicable RegulationsCirculars and Guidelines issued by the MCA Exchanges SEBI other Regulating Agenciesfilings etc.

35. STATUS OF UTILIZATION OF PROCEEDS RAISED FROM IPO:

The Company as on the 31st day of March 2018 has fully utilized the amountraised through Initial Public Offer by getting itself listed on the Emerge Platform ofNational Stock Exchange of India Limited.

The table below depicts the status of the utilization of the proceeds raised by theCompany from IPO:

Particulars Amount
Issue Proceeds 1499.40
Less: Utilisation of IPO proceeds upto March 31 2018 1499.40
Funds Unutilized NIL

The table below depicts the object wise utilization of the proceeds of the IPO as on31.03.2018:

Particulars Proposed amount as per Prospectus Proposed amount as per the Resolution passed through Postal Ballot on 02.01.2018 Amount utilized as on 31.03.2018
Investment in Technology Upgradation and office infrastructure for expansion of E- Governance business 390.00 194.02 194.02
Setting up AADHAAR Enrolment centre at all our existing Branches 264.00 0.87 0.87
Enhancement of our Company's brand through advertising and other brand-building activities 250.00 1.00 1.00
Working Capital Requirement 200.00 887.04 887.04
Offer Expenses 220.00 241.07 241.07
General Corporate Purposes 175.40 175.40 175.40
Total 1499.40 1499.40 1499.40

36. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a. Neither the Managing Director nor the Whole-Time Director of the Company receivesany remuneration or commission from any of its subsidiary.

b. Issue of Equity Shares with differential rights as to Dividend voting.

c. Issue of Shares (including Sweat Equity Shares) to employees of the Company underany scheme.

37. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company has transferred a consolidated amount of Rs. 361350/- of UnclaimedDividend as and when they became due to Investor Education and Protection Fund (IEPF)during the Financial Year 2017-18.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with Companies) Rules 2012 theCompany has already filed the necessary form and uploaded the details of unpaid andunclaimed amounts lying with the Company as on the date of last AGM (i.e. 19thAugust 2017) with the Ministry of Corporate Affairs.

38. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124(6) Companies Act 2013 the Company isrequired to transfer Shares of the Company relating to those Shareholders who haven'tclaimed Dividend for a period of 7(Seven) Consecutive years. Hence as per the aboveprovisions Your Company has transferred 62500 Equity Shares of the Company to InvestorEducation and Protection Fund.

39. ACKNOWLEDGEMENTS:

Steel City Securities Limited is grateful to the Government of India Securities andExchange Board of India National Securities Clearing Corporation Limited Bombay StockExchange Ltd National Stock Exchange of India Limited National Securities DepositoryLimited Central Depositary Services (India) Limited Metropolitan Stock Exchange ofIndia Ltd (MSEI) National Commodities & Derivatives Exchange (NCDEX) MultiCommodities Exchange (MCX) and other Exchanges Pension Fund Regulatory & DevelopmentAuthority (PFRDA) Bankers Rating agencies (CRISIL) Government Authorities Local Bodiesand other agencies for their continued cooperation support and guidance.

Steel City Securities Limited would like to take this opportunity to express sincerethanks to its valued clients and customers for their continued patronage. The Directorsexpress their deep sense of appreciation of all the employees whose outstandingprofessionalism commitment and initiative has made the organization's growth and successpossible and continues to drive its progress. Finally the Directors wish to express theirgratitude to the members for their trust and support.

By Order of the Board
For STEEL CITY SECURITIES LIMITED
Place: Visakhapatnam
Date: 29.05.2018
(K. Satyanarayana) (Satish Kumar Arya)
Executive Chairman Managing Director
(DIN: 00045387) (DIN: 00046156)