The Members,
P S Raj Steels Limited
(Formerly Known as P S Raj Steels Private Limited)
Your Directors have pleasure in presenting the 21st Annual Report on the
business and operations of the Company together with the Audited financial statements and
notes thereto for the Financial Year ended 31st March, 2025.
It is also a matter of pride to inform you that the equity shares of the Company were
admitted for listing on the National Stock Exchange’s EMERGE Platform on 19th
February, 2025.
A summary of the Company’s performance for the financial year ended 31st March,
2025 is as follows:
|
2024-2025 |
2023-2024 |
Particular |
(Rs. In Lakhs) |
(Rs. In Lakhs) |
Turnover |
26627.15 |
29775.44 |
Sales and Other Income |
26630.55 |
29776.39 |
Operating Profit (PBIDT) |
1230.27 |
1081.55 |
Interest Cost |
137.44 |
152.16 |
Profit before Depreciation (PBDT) |
1092.83 |
929.39 |
Depreciation |
96.41 |
82.41 |
Profit before tax |
996.42 |
846.98 |
Provision for Taxation |
255.47 |
213.32 |
Profit after Tax |
740.95 |
633.66 |
1) BUSINESS OVERVIEW:
During the year under review your company did well. Your company will achieve new
heights in the ensuing years. Your Company is engaged in manufacturing of Stainless-Steel
Pipes & Tubes. The Company business performed well during the period under review.
During the year your Company has generated total income of Rs. 26630.55 (Rs. In Lakhs).
2) CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of the business of the Company during the year under
review.
3) DIVIDEND:
With a view to conserve resources, your directors have thought it would be prudent to
retain the earnings and not to recommend any dividend for the financial year 2024-2025.
4) UNPAID DIVIDEND AND IEPF:
The Company has not transferred any amount to the Investor Education & Protection
Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.
5) DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the
requirement for furnishing of details relating to deposit covered under Chapter V of the
Act or the details of deposits which are not in compliance with Chapter V of the Act is
not applicable. Hence no such disclosure is required. However the Particulars of
transactions not considered as Deposit under Rule 2(1)(c) of the Companies (Acceptance of
Deposit) Rules, 2014 for the Financial Year 2024-2025 in e form DPT-3 has been filed by
the Company on MCA e filing portal.
6) TRANSFER TO RESERVES:
An amount of Rs. 740.95 lakhs has been transferred to reserves during the year under
review.
7) LOANS FROM DIRECTORS OR DIRECTORS’ RELATIVES:
During the financial year 2024-2025, the Company has not borrowed any money from
Director’s or Directors Relative.
8) PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The details of transactions/contracts/arrangements referred to in Section 188(1) of
Companies act 2013 entered by the Company with related party(ies) as defined under the
provisions of Section 2(76) of the Companies Act, 2013, during the financial year under
review were in ordinary course of business and on an arm’s length basis, the same are
mentioned under Note No. 6 of (Notes on Financial Statements) of the Annual Audited
Financial Statements. All transactions with related parties are placed before the Audit
Committee for approval and the same has been ratified , approved by the Audit Committee,
Board Members and Shareholder at their EGM held on 16th January, 2025.
The details in respect of the same has been disclosed in "Annexure -I" to
this Report in form AOC-2.
9) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the financial year under review, your Company did not have any, joint venture
and /or associate company. Hence the requirement of Disclosure of such Entities in AOC-1
is not applicable on the Company during the period under review.
10) WEBLINK FOR ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013, the weblink for perusal of annual
return of the Company is https://pssrgroup.com/annual-return
. The Annual Return for the FY 2024-2025 will be uploaded On
https://pssrgroup.com/annual-return under 2024-2025.
Further Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013,
Extract of the Annual Return for the financial year ended 31st March, 2025 made
under the provisions of Section 92(3) of the Act need not be part of the Annual Report as
per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014
effective from March 31, 2022.
11) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The information on Loans, Guarantees and Investments covered under the provisions of
Section 186/185 of the Companies Act, 2013 is not applicable as no such Loans, Guarantees
have been given or Investments have been made by the Company during the period under
review.
12) CHANGES IN THE STATUS OF THE COMPANY:
A. Conversion and Change in Name from P S Raj Steels Private Limited to P S Raj Steels
Limited:
During the year, the Company changed its name from P S Raj Steels Private Limited to
P S Raj Steels Limited and subsequently converted into a public limited company
under the name P S Raj Steels Limited, pursuant to Special Resolution No. 04 passed
at the Extra Ordinary General Meeting held on 17th May, 2024. The revised
Certificate of Incorporation was issued on 6th August, 2024.
B. Listing of Shares:
The Company’s equity shares were listed on the NSE Emerge Platform on 19th
February, 2025 and became a listed entity on NSE Emerge Platform w.e.f. 19th
February, 2025. The Company has raised the total fund of Rs. 28.28/- Crore through
SME IPO of the Company. The Company’s SME IPO has received an exceptional response
being oversubscribed around 9.16 times led by the strong participation from Retail
Investors, Non-Institutional Investors and Qualified Institutional Buyers (QIBs).
The Company has paid the annual listing fee for the financial year 2024-25. The Equity
Shares of the Company has the electronic connectivity under ISIN No. INE0XUS01012. To
provide service tothe Shareholders, the Company has appointed M/s. Bigshare Services
Private Limited as Registrar and Share Transfer Agent (RTA) of the Company for allied
Services for its Members / Investors and for Electronic Connectivity with both the
depositories i.e. NSDL and CDSL.
13) CAPITAL STRUCTURE:
A. AUTHORISED SHARE CAPITAL:
Authorised share capital of the company increased from Rs.1.00/- Crore (comprising of
10,00,000 Equity Share of Rs. 10 Each) to Rs.8.00/- crore (comprising of 80,00,000 Equity
Share of Rs. 10 Each) pursuant to the provisions of section 61 of Companies Act, 2013 in
preceding financial year 2024-25 by Shareholders EGM held on 4th April, 2024.
B. ISSUED & PAID-UP SHARE CAPITAL AT THE INITIAL OF THE FY 2024-2025:
The issued and paid-up share capital of the Company was Rs. 61,31,460 /- (comprising of
6,13,146 Equity Shares of 10 Each) at the beginning of the Financial Year 2024-2025.
C. BONUS ISSUE OF SHARES:
Your Company has issued Bonus shares of 49,05,168 amounting to Rs. 4,90,516,80 /- in
the ratio of 8:1 to the existing shareholder vide resolution passed in EGM held on
04-04-2024. Post Bonus Issue Company paid up capital increased to Rs. 5,51,83,140/-.
D. FRESH ISSUE OF EQUITY SHARES:
The Company issued 20,20,000 fresh equity shares at an issue price of 140 per share
through an Initial Public Offering (SME IPO) and got listed on the NSE Emerge Platform on
19th February, 2025. As a result of this IPO, the Company’s paid-up share
capital increased to Rs.7,53,83,140, comprising 7538314 equity shares of Rs.10 each.
E. BUY BACK OF SHARES:
During the period under review your Company has not offered/completed any buy back of
its securities.
F. SWEAT EQUITY:
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
G. EMPLOYEES STOCK OPTION PLAN:
The Company has not issued any equity shares under Employees Stock Option Scheme during
the year under review and hence no information as per provisions of Section 62(1)(b) of
the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
H. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:
The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
I. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to
Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014 is furnished.
J. DEPOSITORY SYSTEM:
As members are aware, the company’s shares are compulsorily tradable in the
electronic form. As on March 31, 2025, 100% of the Company’s total paid-up capital
representing 75,38,314 shares were in dematerialized form. The ISIN of the Equity Shares
of your Company is INE0XUS01012.
14) IPO SUBSCRIPTION:
Anchor Allotment:
The bidding for anchor Investor opened and closed on 11 February, 2025 . The company
has received 5 Anchor Investor applications for 857000 Equity Shares. The Anchor Investor
allocation price was finalized at 140 per Equity Shares. A Total of 569000 equity shares
were allotted under the Anchor Investor portion aggregating to Rs. 7,96,60,000/-.
Subscription Details for SME IPO of the Company:
S. Category No. |
No. Of Equity Shares Alloted |
01 Retail Individual Investors |
6,65,000 |
02 Non-Institutional Investors |
2,85,000 |
03 Market Maker |
101000 |
04 QIB (other than Anchor Investor) |
3,80,000 |
05 Anchor Investor |
5,69,000 |
06 Eligible Employees |
20,000 |
15) UTILIZATION OF FUNDS RAISED THROUGH SME INITIAL PUBLIC OFFER (IPO):
The proceeds of the SME Initial Public Offer have been utilized by the company upto the
period ended as on 31.03.2025 as under:
(Rs. in Lakhs)
S. Purpose No. |
Proposed utilization of proceeds of IPO |
Actual Utilization from the IPO proceeds till 31.03.2025 |
01 To meet Working Capital Requirements |
2650.00 |
2621.29 |
02 Issue related expenses |
178.00 |
121.80 |
Total |
2828.00 |
2743.09 |
16) BOARD & KMP:
A. Composition of Directors & KMP:
The company has appointed optimum number of Executive, Non-Executive Director
(Including Independent Directors) with at least one Women Director in pursuance of SEBI
(Listing Obligation & Disclosure Requirement) Regulation, 2015. As on 31st March 2025
the company has 6 directors comprising of 1 Whole time Director, 1 Managing Director, 1
Women Non Executive Director, 3 Non-Executive Independent Directors. The Company has
appointed Mr. Vinod Kumar as Chief Financial Officer (CFO) and Ms. Suman as
Company Secretary & Compliance Officer w.e.f. 30th August, 2024 in
pursuance to the provisions of Companies Act, 2013.
The Following below are the brief of the Directors & KMP of the Company as follows:
Directors & KMP as on 31st March, 2025 and as on the date of signing of
Board Report:
S. No. Name of Director |
Designation |
Date of Current Appointment |
Shareholding |
% of Shareholding |
Cessation |
1. Deepak Kum ar (DIN: 00677030) |
Managing Director |
19/04/2024 |
550017 |
7.30% |
- |
2. Gaurav Gupta (DIN: 00593822) |
Whole-time director |
19/04/2024 |
597294 |
7.92% |
- |
3. Nikita Gupta (DIN: 10645088) |
Non-Executive Director |
19/04/2024 |
222129 |
2.95% |
- |
4 Alok Kumar Jain (DIN: 05282469) |
Independent Director |
07/09/2024 |
0 |
0% |
- |
5 Raj Kumar Dewan (DIN: 02663208) |
Independent Director |
07/09/2024 |
0 |
0% |
|
6 Dinesh Vinayak (DIN: 10765895) |
Independent Director |
07/09/2024 |
0 |
0% |
-- |
7 Vinod Kumar |
Chief Financial Officer (CFO) |
30/08/2024 |
1000 |
0.01 |
|
8 Suman |
Company Secretary & Compliance Officer |
30/08/2024 |
0 |
0% |
- |
B. Significant Change occurred during the period under review:
? Mrs. Nikita Gupta (DIN: 10645088) was appointed as an additional Director by
board in their Board Meeting held on 18/04/2024 and the same has been regularized by
Members in EGM held on 17/05/24.
? Mr. Deepak Kumar (DIN:00677030) was appointed as Managing Director of the
Company by board in their Board Meeting held on 18/04/24 and the same has been approved by
Members in EGM held on 17/05/2024.
? Mr. Gaurav Gupta(DIN:00593822) was appointed as Whole Time Director of the
Company by board in their Board Meeting held on 18/04/24 and the same has been approved by
Members in EGM held on 17/05/2024.
? Mr. Alok Kumar Jain (DIN: 05282469), Raj Kumar Dewan (DIN: 02663208) & Dinesh
Vinayak (DIN: 10765895) Independent Directors of the Company were appointed as an
Additional Independent Directors by the Board Members at their Board Meeting held on 5th
September, 2024 and the same has been regularize by the Members at their EGM held on 7th
September, 2025.
? The Company has appointed Mr. Vinod Kumar as Chief Financial Officer (CFO) and
Ms. Suman as Company Secretary & Compliance Officer w.e.f. 30th August,
2024.
C. Directors Retire by Rotation:
Mr. Deepak Kumar (DIN:00677030), Managing Director of the company is liable to
retire by the rotation at the 21st Annual General Meeting of the company
pursuant to section 152 of the companies Act, 2013, read with Companies (Appointment and
Qualification of Directors) Rule, 2014 (including any statutory modification(s) or
reenactments) thereof for the time being in force) and being eligible, for re-appointment.
D. Independent Directors:
The Independent Directors of the Company are appointed for a fixed term of 5 Years in
compliance with the provisions of the Companies Act, 2013 and are not liable to retire by
rotation. Each Independent Director has provided a formal declaration affirming compliance
with the independence criteria as laid down under Section 149(6) of the Companies Act,
2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.Additionally, in line
with Regulation 25 of the Listing Regulations, all Independent Directors have confirmed
that no circumstances exist or are reasonably expected to arise that could compromise
their ability to exercise independent judgment or discharge their duties in an objective,
unbiased and effective manner. The Company has 3 Director on Board as an Independent
Director .The Composition of the Independent Director is as under along with meeting held
by them
Name of the Director |
Designation |
Attendance of the Independent Director meetings held
during the F.Y. 2024-25 |
|
|
13.01.2025 |
Raj Kumar Dewan |
Independent Director |
Yes |
Alok Kumar Jain |
Independent Director |
Yes |
Dinesh Vinayak |
Independent Director |
Yes |
In accordance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations,
2015 a separate meeting of Independent Directors of the Company was convened during the
Financial Year 2024-2025 and all Independent Directors were present at the Meeting .
E. Annual Evaluation By The Board:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board of Directors is required to
carry out an annual evaluation of its own performance, that of its committees, and
individual Directors. For this purpose, the Company developed a structured framework
incorporating key evaluation parameters, including a detailed questionnaire covering
various aspects of the Board’s functioning, composition, culture, governance
practices, and the performance of specific duties and responsibilities.
The performance evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Non-Independent Directors was carried out by the
Independent Directors.
The Directors expressed their satisfaction with the evaluation process.
F. Familiarization Programme For Independent Directors:
Familiarization Programme has been conducted during the period under review for
Independent Directors Pursuant to provisions of Regulation 25 of the Securities &
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (‘the Listing Regulations’) and Schedule IV of Companies Act, 2013.
17) BOARD MEETINGS:
The Board of Directors met 22 times during the financial year 2024-2025 in accordance
with the provisions of the Companies Act, 2013 and rules made there under. All the Board
Meeting were held within the prescribed time limit under section 173 of Companies Act,
2013.Proper Quorum were present at all board meeting and Board meeting were conducted with
proper compliance mentioned under Companies act, 2013 and SS-1 issued by ICSI.The Company
has received a proper leave of Absence from the Directors who are unable to attend the
scheduled board Meeting and Board has approved the same.
The details of Board Meeting conducted during the period under review are as follows:
Sr. No Date of meeting |
Board Strength |
No. of Directors Present |
1 01/04/2024 |
2 |
2 |
2 06/04/2024 |
2 |
2 |
3 18/04/2024 |
2 |
2 |
4 24/04/2024 |
3 |
3 |
5 24/05/2024 |
3 |
3 |
6 13/07/2024 |
3 |
3 |
7 25/07/2024 |
3 |
3 |
8 08/08/2024 |
3 |
3 |
9 12/08/2024 |
3 |
3 |
10 30/08/2024 |
3 |
3 |
11 02/09/2024 |
3 |
3 |
12 05/09/2024 |
3 |
3 |
13 10/09/2024 |
6 |
6 |
14 27/09/2024 |
6 |
6 |
15 23/10/2024 |
6 |
3 |
16 01/01/2025 |
6 |
5 |
17 13/01/2025 |
6 |
6 |
18 01/02/2025 |
6 |
4 |
19 03/02/2025 |
6 |
4 |
20 11/02/2025 |
6 |
4 |
21 15/02/2025 |
6 |
4 |
22 17/02/2025 |
6 |
4 |
Number of meetings attended by each director during the year:
S. No. Name of Director |
Designation |
Meetings of Board |
01 Deepak Kum ar (DIN: 00677030) |
Managing Director |
22 |
22 |
02 Gaurav Gupta (DIN: 00593822) |
Whole-time director |
22 |
22 |
03 Nikita Gupta (DIN: 10645088) |
Non-Executive Director |
19 |
19 |
04 Alok Kumar Jain (DIN: 05282469) |
Independent Director |
10 |
7 |
05 Raj Kum ar Dewan (DIN: 02663208) |
Independent Director |
10 |
05 |
06 Dinesh Vinayak (DIN: 10765895) |
Independent Director |
10 |
04 |
18) DIRECTOR’S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended 31st March, 2025, the Board of
Directors hereby confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and the
Directors made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at 31st March, 2025 and of
the profit/loss of the Company for that year;
c. proper and sufficient care was taken for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
19) DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
Details of particulars of employees as required under rule 5 (2) of the companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed in
"Annexure -II".
20) COMMITTEES:
The Board of Directors has constituted Three Committees, viz.:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
1. Audit Committee:
The Audit Committee was constituted on 5th September, 2024. The
Constitution, composition and functioning of the Audit Committee also meets with the
requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. All the
recommendations of Audit Committee have been accepted by the Board of Directors of the
Company.The Composition of the Audit Committee is as under along with meetings held by
them:
Name of the Member |
Position in Committee |
Designation |
Attendance of the Audit Committee meetings held
during the F.Y. 2024-25 |
|
|
|
05.09.2024 |
27.09.2024 |
01.01.2025 |
30.01.2025 |
Alok Kumar Jain |
Chairperson |
Independent Director |
Yes |
Yes |
Yes |
Yes |
Raj Kumar Dewan |
Member |
Independent Director |
Yes |
Yes |
Yes |
Yes |
Deepak Kumar |
Member |
Managing Director |
Yes |
Yes |
Yes |
Yes |
Vinod Kumar |
Chief Financial Officer |
Yes |
Yes |
Yes |
Yes |
Suman |
Company Secretary & Compliance Officer |
Yes |
Yes |
Yes |
Yes |
Powers of Audit Committee:
The Audit Committee shall have powers, including the following:
a. To investigate any activity within its terms of reference.
b. To seek information from any employee.
c. To obtain outside legal or other professional advice.
d. To secure attendance of outsiders with relevant expertise if it considers necessary.
Role of Audit Committee
The role of the Audit Committee shall include the following:
1. Recommendation for appointment, remuneration and terms of appointment of auditors of
the company;
2. Review and monitor the auditor’s independence and performance, and
effectiveness of audit process;
3. Examination of the financial statement and the auditors’ report thereon;
4. Approval or any subsequent modification of transactions of the company with related
parties;
5. Overseeing of the Company’s financial reporting process and the disclosure of
its financial information to ensure that the financial statement is correct, sufficient
and credible;
6. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
7. Formulation of a policy on related party transactions, which shall include
materiality of related party transactions and making of omnibus approval of related party
transactions;
8. Reviewing, with the management, the annual financial statements and auditors report
thereon before submission to the board for approval, with particular reference to:
i. Matters required to be included in the Director’s Responsibility Statement to
be included in the Board’s report in terms of clause (c) of sub-section 3 of Section
134 of the Companies Act, 2013;
ii. Changes, if any, in accounting policies and practices and reasons for the same;
iii. Major accounting entries involving estimates based on the exercise of judgment by
management;
iv. Significant adjustments made in the financial statements arising out of audit
findings;
v. Compliance with listing and other legal requirements relating to financial
statements;
vi. Disclosure of any related party transactions;
vii. Modified opinion(s) in the draft audit report;
9. Reviewing, with the management, the quarterly, half yearly and Annual financial
statements before submission to the Board for approval;
10. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the Board
to take up steps in this matter;
11. Review and monitor the auditor’s independence and performance, and
effectiveness of audit process;
12. Approval or any subsequent modification of transactions of the listed entity with
related parties includes omnibus approval for related parties transactions subject to
conditions as specified under rules;
13. Scrutiny of inter-corporate loans and investments;
14. Valuation of undertakings or assets of the Company, wherever it is necessary;
15. Evaluation of internal financial controls and risk management systems;
16. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
17. Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
18. Discussion with internal auditors of any significant findings and follow up there
on;
19. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the Board.
20. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as postaudit discussion to ascertain any area of concern;
21. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;
22. To oversee and review the functioning of the vigil mechanism pursuant the
provisions of Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read
with sub-section 9 and 10 of Section 177 of the Companies Act, 2013, which shall provide
for adequate safeguards against victimization of employees and directors who avail of the
vigil mechanism and also provide for direct access to the Chairperson of the Audit
Committee in appropriate and exceptional cases
23. Approval of appointment of chief financial officer after assessing the
qualifications, experience and background, etc. of the candidate;
24. To investigate any other matters referred to by the Board of Directors;
25. Carrying out any other function as is mentioned in the terms of reference of the
audit Committee.
26. Reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding Rs.100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing
as on the date of coming into force of this provision.
27. Consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the listed entity and its shareholders.
Further, the audit committee shall mandatorily review the following information:
i) Management discussion and analysis of financial condition and results of operations;
ii) Statement of significant related party transactions (as defined by the audit
committee), submitted by management;
iii) Management letters / letters of internal control weaknesses issued by the
statutory auditors;
iv) Internal audit reports relating to internal control weaknesses; and
v) The appointment, removal and terms of remuneration of the Chief internal auditor
shall be subject to review by the Audit Committee.
vi) Statement of deviations:
(a) half yearly statement of deviation(s) submitted to stock exchange(s) in terms of
Regulation 32(1) of the SEBI ICDR Regulations.
(b) annual statement of funds utilized for purposes other than those stated in the
offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI ICDR
Regulations.
2. Nomination and Remuneration Committee (NRC)
The Nomination and Remuneration Committee (NRC) was constituted on 5th
September, 2024. The Constitution, composition and functioning of the Nomination and
Remuneration Committee also meets with the requirements of Section 178(1) of the Companies
Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The Composition of the Nomination and Remuneration Committee is as under along with
meetings held by them:
Name of the Member |
Position in Committee |
Designation |
Attendance of the Nomination and Remuneration Committee meetings
held during the F.Y. 2024-25 |
|
|
|
01.01.2025 |
Raj Kumar Dewan |
Chairperson |
Independent Director |
Yes |
Alok Kumar Jain |
Member |
Independent Director |
Yes |
Dinesh Vinayak |
Member |
Independent Director |
No , Leave of Absence (LOA) has been sought and same has been
Approved by the NRC presented Members & Chairperson. |
Suman |
Company Secretary & Compliance Officer |
Yes |
Terms of Reference of NRC :
1. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy, relating to the
remuneration of the directors, key managerial personnel and other employees;
2. For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For
the purpose of identifying suitable candidates, the Committee may:
a. Use the services of an external agencies, if required;
b. Consider candidates from a wide range of backgrounds, having due regard to
diversity; and
c. Consider the time commitments of the candidates.
3. Formulation of criteria for evaluation of Independent Directors and the Board;
4. Devising a policy on Board diversity;
5. Identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the Board
their appointment and removal;
6. Whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors;
7. To ensure that the relationship of remuneration to performance is clear and meets
appropriate performance benchmarks
8. Perform such other activities as may be delegated by the Board or specified/
provided under the Companies Act, 2013 to the extent notified and effective, as amended or
by the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended or by any other applicable law or regulatory
authority.
3. STAKEHOLDERS ‘ RELATIONSHIP COMMITTEE (SRC)
The Stakeholder’s Relationship Committee was constituted on 5th
September, 2024. The Constitution, composition and functioning of the
Stakeholder’s Relationship Committee also meets with the requirements of Section 178
of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.The Composition of the Stakeholder’s
Relationship Committee is as under along with meetings held by them:
Name of the Member |
Position in Committee |
Designation |
Attendance of the Stakeholder’s Relationship
Committee meetings held during the F.Y. 2024-25 |
|
|
|
17.02.2025 |
Dinesh Vinayak |
Chairperson |
Independent Director |
Yes |
Deepak Kumar |
Member |
Managing Director |
Yes |
Gaurav Gupta |
Member |
Whole Time Director |
Yes |
Vinod Kumar |
Chief Financial Officer |
Yes |
Suman |
Company Secretary & Compliance Officer |
Yes |
Terms of Reference of SRC:
1. Resolving the grievances of the security holders of the Company, including
complaints related to transfer/transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/duplicate certificates, general meetings,
etc.
2. Review of measures taken for effective exercise of voting rights by shareholders;
3. Review of adherence to the service standards adopted by the Company in respect of
various services rendered by the registrar and share transfer agent and to recommend
measures for overall improvement in the quality of investor services;
4. Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the Company; and
5. Formulate procedures in line with the statutory guidelines to ensure speedy disposal
of various requests received from shareholders from time to time;
6. Approve, register, refuse to register transfer or transmission of shares and other
securities;
7. Sub-divide, consolidate and or replace any share or other securities certificate(s)
of the Company;
8. Allotment and listing of shares;
9. Authorise affixation of common seal of the Company;
10. Issue duplicate share or other security(ies) certificate(s) in lieu of the original
share/security(ies) certificate(s) of the Company;
11. Approve the transmission of shares/other securities arising as a result of death of
sole/any joint shareholder;
12. Dematerialize or rematerialize the issued shares;
13. Ensure proper and timely attendance and redressal of investor queries and
grievances;
14. Investigating complaints relating to allotment of shares, approval of transfer or
transmission of shares, debentures or any other securities;
15. Advising for giving effect to all transfer/transmission of shares and debentures,
dematerialisation of shares and rematerialisation of shares, split and issue of
duplicate/consolidated share certificates, compliance with all the requirements related to
shares, debentures and other securities from time to time;
16. Carry out any other functions contained in the Companies Act, 2013 (including
Section 178) and/or equity listing agreements (if applicable), as and when amended from
time to time;
17. Further delegate all or any of the power to any other employee(s), officer(s),
representative(s), consultant(s), professional(s), or agent(s); and
18. Carrying out such other functions as may be specified by the Board from time to
time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any
other regulatory authority.
21) GENERAL MEETING:
During the preceding financial year(s), company has conducted following General
Meeting:
S. No. Particulars |
2024-2025 |
2023-2024 |
01 Annual General Meeting (AGM) |
21.09.2024 |
30.09.2023 |
02 Extra Ordinary General Meeting (EGM) |
04.04.2024 |
|
|
17.05.2024 |
|
|
03.09.2024 |
|
|
07.09.2024 |
|
|
16.01.2025 |
|
22) AUDITORS AND REPORTS:
a) STATUTORY AUDITOR OF THE COMPANY:
At the 19th Annual General Meeting held on 30/09/2023, M/s Jain Mittal
Chaudhary & Associates Chartered Accountants (015140N) were appointed as Statutory
auditors of the Company to hold office till the conclusion of the Annual General Meeting
to be held in the year 2028. In terms of the provisions of the Companies (Amendment) Act,
2017, the term of the auditors does not require ratification every year.
The Notes to Accounts referred to in the Auditors’ Report are self-explanatory and
therefore do not call for any further comments. The Auditors’ report does not contain
any qualification, reservation or adverse remark.
b) COST AUDITOR OF THE COMPANY:
The Board Members had appointed M/S A.G. Agarwal & Associates (FRN:000531),
Cost Accountants as the Cost Auditors of the Company for the financial year 2024-2025
under Section 148 of the Companies Act, 2013 to conduct Cost Audit. As required under Rule
14 of the Companies (Audit and Auditors) Rules, 2014, for the purpose of subsection (3) of
Section 148 of the Companies Act, 2013, the remuneration as paid to the Cost Auditors for
the year under review was recommended/approved by Board Members and was ratified by the
Members at 20th Annual General Meeting ("AGM").
c) SECRETARIAL AUDITOR OF THE COMPANY:
Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board on the basis of
recommendation of Audit Committee at their Board Meeting held on 01.02.2025 had appointed Ms.
Anju Jain (ACS: 11056, COP: 2728) as Secretarial Auditor to conduct the Secretarial
Audit for the financial year 2024-25.
The Secretarial Audit Report for FY 2024-25 is annexed hereto as Annexure-III.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark and the secretarial audit report are self-explanatory and do not call for any
further Explanation clarification.
Further, based on the recommendation of the Board of Directors & Audit Committee,
it is proposed to re-appoint Ms. Anju Jain (ACS : 11056, COP: 2728), as the
Secretarial Auditor of the Company for a term of five consecutive years commencing from FY
2025-26 till FY 2029-30 in accordance with Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013,
subject to shareholders’ approval at the ensuing 21st AGM to carry out
Secretarial Audit of the Company for a term of five consecutive years commencing from FY
2025-26 till FY 2029-30.
d) INTERNAL AUDITOR OF THE COMPANY:
The provision of section 138 of Companies Act, 2013 read with rules made there under
had been applicable on your Company. In order to comply with the applicable provision, the
Board had appointed M/s Anil Yash & Associates as an Internal Auditor of the
Company to conduct Internal Audit for the financial year 2024-2025.
Further the Board has re-appointed M/s Anil Yash & Associates as an Internal
Auditor to conduct Internal Audit for the Financial Year 2025-2026 based on the
recommendation of the Audit Committee.
e) MAINTENANCE OF COST RECORDS:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company
is required to maintain Cost Records under said Rules and the same has been maintained by
the Company during the period under review.
f) REPORTING OF FRAUD S
There were no incidences of reporting of frauds by Statutory Auditors of the Company
under Section 143(12) of the Act read with Companies (Audit and Auditors) Rules,
2014.Further no such reporting of Fraud has been made by the Internal Auditor, Secretarial
Auditor and cost auditors during the period under review.
23) ACCOUNTING STANDARD:
The Financial Statements of the Company as at and for the Financial Year ended 31st
March, 2025 have been prepared in accordance with the Accounting Standard (AS) as
specified under Section 133 of the Companies Act, 2013 as our Company is a SME listed
Entity and Exempted from the Applicability of Ind-AS .
24) CORPORATE SOCIAL RESPONSIBILITY:
The Provisions of Section 135 of the Companies Act, 2013 are applicable on the Company
for the F.Y. 2024-2025 and Company has complied with the same. Company’s CSR
initiatives and activities are aligned to the requirement to the requirement of section
135 of the companies act, 2013. The brief Outline of the CSR Policy of the company, the
initiatives undertaken by the company on CSR activities during the year are set out in Annexure-
IV of the report as prescribed in the companies (Corporate Social Responsibility
Policy) Rules, 2014.
25) MANAGEMENT DISCUSSION & ANALYSIS:
In terms of Regulation 34(2)(e) of the Listing Regulations, 2015 read with other
applicable provisions, the detailed review of the operations, performance and future
outlook of the Company and its business is given in the Management’s Discussion and
Analysis Report (MDA) which forms part of this Annual Report is annexed as an "Annexure-V"
26) BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (BRSR):
The Business Responsibility & Sustainability Reporting ("BRSR") as
required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 does not apply to your company for the financial year
2024-25.
27) CORPORATE GOVERNANCE:
The Company has adopted best corporate practices and is committed to conducting its
business in accordance with the applicable laws rules and regulations. The Company’s
Corporate Governance practices are driven by effective and strong Board oversight, timely
disclosures, transparent accounting policies and high level of Integrity in decision
making.
Your Company is committed to achieving and adhering to the highest standards of
Corporate Governance. However, the provisions of Corporate Governance are not applicable
to the Company pursuant to Regulation read with Regulation 15(2) (b) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 as the equity shares of the company are listed on Emerge SME Platform of NSE.
28) COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES:
In order to ensure compliance with the requirements of Section 178 of the Companies
Act, 2013 and any other applicable provisions, the Board of Directors of the Company have
formulated the Nomination and Remuneration Policy. The NRC policy ia annexed as an "ANNEXURE-VI"
The Nomination and Remuneration Policy of your Company has been made available on the
website of the Company i.e. https://pssrgroup.com/investor
29) DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Company has an effective internal control system that is commensurate with its size
and nature of its Business Operations which is periodically reviewed and strengthened
through revised standard operating procedures. The Company complies with all applicable
Accounting Standards in maintaining its books of account and in the preparation of
Financial Statements.
During the year under review, no material or serious observation has been received from
the Statutory Auditors of the Company for inefficiency or inadequacy of such controls. The
management assessed the effectiveness of internal financial controls as of 31st March 2025
and confirmed that no material weaknesses in design or operation were observed.
30) RISK MANAGEMENT:
The Board of Directors of the Company identify, evaluate business risks and
opportunities. The Company has formulated the Risk Management Policy which indicates
Company's standards for risk taking while conducting business and to provide an
easy-to-access guide any time you have a question. Major risks identified by the
businesses and functions are systemically addressed through mitigating action plan on a
continuing basis.The Board of Directors of your Company is of the opinion that, at
present, there are no elements of risks which may threaten the existence of the Company.
31) HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATION:
Human Resource Development (HRD) plays a pivotal role in enhancing workforce
capabilities at workplace. Companies are focusing on upskilling through targeted training
in technical areas, leadership, and functional roles.Special emphasis is placed on health
and safety training to ensure a secure, compliant, and responsible work environment
particularly in high-risk operational areas. During the financial year, the Company
organized a series of awareness and training sessions across various departments, focusing
on the holistic development and wellbeing of employees.
Further Industrial relation continues to be cordial. The Company Management express
deep appreciation for the dedicated services rendered by workers, Vendors, Suppliers,
Other Stakeholders associated with the company.
32) VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Board has constituted the vigil Mechanism/ Whistle blower policy pursuant to
Section 177 of the Companies Act, 2013 with a view to provide a mechanism for employees of
the Company to approach the Audit Committee of the Company and protected disclosure to the
management instances of unethical behaviour, actual or suspected fraud or violation of the
Code of Conduct. The policy protects the Whistle Blower wishing to raise a concern about
serious irregularities within the Company. The policy is uploaded on the website of the
company’s website and can be accessed at the web address: https://pssrgroup.com/wp-content/uploads/2025/02/Whistle-Blower-and-Vigil-Mechanism-Policv.pdf
33) COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including all applicable amendments and rules framed thereunder. The Company is committed
to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible
women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.
34) DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has duly complied with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, including the constitution of
the Internal Complaints Committee. The Company maintains a zero-tolerance policy towards
sexual harassment and ensures strict adherence to the law in both letter and spirit.The
following is the summary of sexual harassment complaints received and disposed off during
the year:
S. Particulars No. |
Status of No. of complaints received and disposed off |
01 Number of complaints on sexual harassment received |
Nil |
02 Number of complaints disposed off during the year |
Nil |
03 Number of cases pending for more than ninety days |
NA |
04 Number of workshops or awareness programme against sexual
harassment carried out |
The Company regularly conducts awareness programmes for its
employees. |
05 Nature of action taken by the employer or district officer |
NA |
35) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
a) CONSERVATION OF ENERGY:
The Company is engaged in Steel & metal manufacturing industry. Efforts are being
continuously made to monitor the consumption and reduce energy costs. Your Company is
committed to sustainable business practices by contributing to environment protection and
considers energy conservation as one of the strong pillars of preserving natural
resources. This also helps the Company in reducing carbon footprint across all its
operations and improve the bottom-line under its sustainability mission.
The details of activities regarding conservation of energy, proper utilization of
energy resources are as follows:
1 Steps taken /impact on conservation of energy |
1. Installation of LED lights to reduce power consumption. |
2. Using the operating pumps near the best efficiency point for saving
energy. |
3.Timer provided for auto controlling of plant and street lighting. |
4.At plant area used roof extractors instead of exhaust fans for air
circulation saving electrical energy. Other various measures were adopted to save energy
for future generation. |
2 Steps taken for utilizing alternate sources of energy |
The Company has significant focus on restoration and rehabilitation of
degraded ecosystem is continuously exploring sustainable solutions for energy consumption. |
3 The capital investment on energy conservation
equipments: |
Solar Panel Installation: |
As part of our long-term Commitment to sustainable operations, we have
begun intergrating solar power at our manufacturing facilities.This transition to
renewable energy reflects our broder environment responsibility while also delivering
tangible finanical benefits. |
|
Key benefits of this initiative include: |
1. Reduction in Electricity costs, direclty contributing to
improved operating margins. |
2. Lower carbon footprint aligning with global ESG Standards. |
3. Energy Independence reducing reliance on grid power and
insulating operations from energy disruptions. |
b) TECHNOLOGY ABSORPTION:
Your Company is committed towards technology driven innovation and inculcating an
innovation driven culture within the organization. During the year under review, your
Company continued to work on advanced technologies, up gradation of existing technology
and capability development in the critical areas of current and future growth.
c) FOREIGN EXCHANGE EARNINGS & OUTGO:
The details of foreign exchange earnings and outgo during the year under preview are as
follows:
(Rs. In Lakhs)
Particular |
Current Year |
Previous Year |
Foreign Exchange Outgo |
218.41/- |
Rs. 37.71/- |
36) PREVENTION OF INSIDER TRADING & CODE OF CONDUCT:
Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulation, 2015 and amendments thereto, the company has in place a code
of conduct to regulate, monitor and report trading by insider for prohibition of Insider
trading in the shares of the Company. The code inter alia prohibits purchase/ sale of
shares of the Company by its Designated Persons and other connected persons while in
possession of Unpublished Price Sensitive Information in relation to the Company and
during the period when trading window is close. The company has also formulated a Code of
practices and procedures for fair disclosure of Unpublished Price Sensitive Information
(UPSI) and said code in available on company’s website and can be assessed at https://pssrgroup.com/wp-
content/uploads/2025/03/COC-OF-PIT-REGULATION .
Further The Board of Directors and the members of the Senior Management Team (one level
below the Board of Directors) of the Company are required to affirm annual Compliance of
code of conduct Code. A declaration signed by the WTD and Managing Director of the Company
to this effect is placed at the end of this report as an "Annexure-VH"
37) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments made by directors/Management affecting
the financial position of the company which have occurred after end of the financial year
and upto the date of this report.
38) DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal during the period
under review which can have impact on the going concern status and the Company’s
operations in future.
39) DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING
LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT:
There was no instance of one-time settlement with any Bank or Financial Institution
during the period under review. Hence requirement of such disclosure is not applicable to
your Company during the period under review.
40) DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER IBC, 2016:
NO application has been made under IBC code, 2016 by and against the Company, hence
requirement of disclosure of application made or pending under IBC,2016 during the period
under review is not applicable to the Company There was no such instance occurred during
the period under review.
41) COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with the Secretarial Standards, issued by the Institute of
Company Secretaries of India, and notified by the Central Government during the period
under review.
42) OTHER DISCLOSURES:
a) Details of Compliance with Mandatory Requirements:
The Company has complied with all applicable mandatory requirements as prescribed under
the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Companies Act, 2013 , Labour Laws and and other laws as applicable on
the Company during the period under review.
b) There was no commission paid by the company to its managing director or wholetime
directors, so no disclosure required in pursuance to the section 197(14) of The Companies
Act, 2013.
43) CAUTIONARY STATEMENT:
The Statements contained in the Board Report contain certain statements relating to the
future and therefore are forward looking within the meaning of applicable laws and
regulations. Various Factors such as economic conditions, changes in government
regulations, tax regime, other statues, market forces and other associated and incidental
factors may however lead to variation in actual result
44) POLICIES OF THE COMPANY:
The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations,2015 ("Listing Regulations") and Companies Act, 2013
have mandated the formulation of certain policies for all listed companies. All the
Policies are available on the Company’s website at https://pssrgroup.com/investor
The Key Policies as adopted by the Company as per Companies Act, 2013 and SEBI (LODR)
Regulations, 2015 are as follows:
45) ACKNOWLEDGEMENT & APPRECIATION:
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, Government Authorities, customers,
vendors and members during the year under review. Your directors also wish to place on
record their deep sense of appreciation for the committed services by the Company’s
executives, staff and workers.
For and on behalf of the Board of Directors
Place: Hisar |
Deepak Kumar |
Gaurav Gupta |
Date: 06/09/2025 |
Managing Director |
Whole-time director |
|
DIN: 00677030 |
DIN: 00593822 |
|
Add.: H.No. 164, Sector -9/11 |
Add.: H.No. 163, Sector -9/11 |
|
Hisar -125001 |
Hisar-125001 |
|