To, The Members,
STEEL CITY SECURITIES LIMITED "Steel City Heights", #
50-81-18, Main Road, Seethammapeta, Visakhapatnam – 530016 Andhra Pradesh, India.
Your Directors have pleasure in presenting the Thirty First Annual
Report on the business and operations of the Company along with the Audited Financial
Statements for the Financial Year ended 31st March, 2025 and the Report of the
Auditors thereon.
1. FINANCIAL PERFORMANCE AND REVIEW :
(Standalone and Consolidated) (Rs. in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
31.03.2025 |
31.03.2024 |
31.03.2025 |
31.03.2024 |
| Gross Income |
6976.64 |
6255.23 |
6995.44 |
6258.28 |
| Expenditure |
4564.32 |
4536.24 |
4564.47 |
4543.03 |
| Profit/ loss before Depreciation , Finance Costs, |
|
|
|
|
| Exceptional Items & Taxation |
2412.32 |
1718.99 |
2430.97 |
1715.25 |
| Less: Depreciation |
97.37 |
102.13 |
98.80 |
103.67 |
| Profit/ loss after Depreciation and before Finance |
|
|
|
|
| Costs, Exceptional Items & Taxation |
2314.95 |
1616.86 |
2332.17 |
1611.58 |
| Less: Finance Costs |
122.35 |
60.42 |
122.35 |
60.42 |
| Profit/ loss before Exceptional Items & Taxation |
2192.60 |
1556.44 |
2209.82 |
1551.16 |
| Add/ (Less): Exceptional Items |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit/ loss before taxation |
2192.60 |
1556.44 |
2209.82 |
1551.16 |
| Less: Provision for Taxation |
|
|
|
|
| For earlier years |
10.09 |
10.47 |
9.91 |
10.00 |
| For current year |
562.24 |
386.68 |
564.11 |
394.08 |
| Deferred Tax Liability |
(1.94) |
10.76 |
(0.60) |
12.83 |
| Net Profit after Taxation |
1622.21 |
1148.54 |
1636.39 |
1134.26 |
| Add: Share of Profit in Associate |
- |
- |
78.84 |
52.02 |
| Add: Other Comprehensive Income for the year |
(4.90) |
(7.80) |
(4.90) |
(7.80) |
| Profit after Tax after Share of Profit in Associate and
Comprehensive Income |
1617.31 |
1140.73 |
1710.33 |
1178.47 |
| Less: Minority Interest |
- |
- |
- |
- |
| Profit for the Year |
1617.31 |
1140.73 |
1710.33 |
1178.47 |
| Basic (EPS) |
10.71 |
7.55 |
11.32 |
7.80 |
| Diluted (EPS) |
10.71 |
7.55 |
11.32 |
7.80 |
| Opening Balance of Retained Earnings |
6240.33 |
5667.66 |
7667.00 |
7093.35 |
| Closing Balance of Retained Earnings |
7091.13 |
6240.33 |
8640.23 |
7754.54 |
2. AMOUNT TRANSFERRED TO RESERVES:
The Board of Directors proposes to transfer an amount of Rs. 162.22
Lakhs to General Reserve for the Financial Year 2024-25.
3. DIVIDEND:
The Board of Directors of the Company at their meeting held on the 10th
day of July, 2024 has declared 1st Interim Dividend @ 10% for every Equity
Share of Rs. 10/- each; declared 2nd Interim Dividend @10% for every Equity
Share of Rs.10/- each at their meeting held on 11th day of December, 2024 and
declared 3rd Interim Dividend @10% for every Equity Share of Rs. 10/- each at
their meeting held on 20th February, 2025 after considering the Provisional
Financials of the Company. The Board further recommends a Final Dividend @ 10% for every
Equity Share of Rs. 10/- each after taking into consideration the Financial position of
the Company. On the whole the Company has declared a dividend of Rs. 4.00/- i.e, @40% for
every Equity Share of Rs.10/- each for the Financial Year 2024-25.
4. STATE OF AFFAIRS OF THE COMPANY DURING THE YEAR:
i. Standalone:
During the year under review, the Company has recorded an Income of Rs.
6976.64 Lakhs as compared to the previous year amount of Rs. 6255.23 Lakhs. The
Expenditure incurred before depreciation during the year was Rs. 4686.67 Lakhs as against
the amount of Rs. 4536.24 Lakhs during the previous year. The depreciation and provision
for taxes provided during the year were respectively Rs. 97.37 Lakhs and Rs. 570.39 Lakhs
as compared to the depreciation and provision for taxes provided for the previous year
were Rs. 102.13 Lakhs and Rs. 407.90 Lakhs respectively. Hence, the Company has earned a
Net Profit of Rs. 1617.31 Lakhs as compared to the previous year amount of Rs. 1148.54
Lakhs. Which is 42% morethan the previous year being the highest profitable year since
inception. The Board has taken all necessary steps to expand its activities by
establishing new Branches/Centers in other States and also by adding new services and
products. The income from the segment of e-Governance also will certainly increase the
business of the Company and has opened around 5000+ Franchises during the Financial Year
2024-25. The Company expects bright future in the years to come.
Consolidated:
During the year under review, the Company has recorded an Income of Rs.
6995.44 Lakhs as compared to the previous year amount of Rs. 6258.28 Lakhs. The
Expenditure
incurred before depreciation during the year was Rs. 4686.82 Lakhs as
against the amount of Rs. 4543.03 Lakhs during the previous year. The depreciation and
provision for taxes provided during the year were respectively Rs. 98.80 Lakhs and Rs.
573.41 Lakhs as compared to the depreciation and provision for taxes provided for the
previous year were Rs. 103.67 Lakhs and Rs. 416.90 Lakhs respectively. Hence, the Company
has earned a Net Profit of Rs. 1710.33 Lakhs as compared to the previous year amount of
Rs. 1178.47 Lakhs. ii. CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of Business of the Company during the
Financial Year 2024-25. However, the Company has added various other products to its
Existing business. iii. CHANGE IN ACCOUNTING POLICIES:
The financial statements for the F. Y. 2024-25 have been prepared in
accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian
Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013, (the
‘Act') and other relevant provisions of the Act. The Balance Sheet, Statement of
Profit and Loss (including other comprehensive income) and Statement of changes in Equity
are prepared and presented in the format prescribed in the Division III of Schedule III to
the Companies Act, 2013 ("the Act"). The Statement of Cash Flows has been
prepared and presented as per the requirements of Ind AS.
iv. MATERIAL CHANGES AND COMMITMENTS OCCURRED SINCE THE END OF THE
FINANCIAL YEAR TILL THE DATE OF THE REPORT:
There were no material changes and commitments occurred since the end
of the Financial Year till the date of the report.
v. MILESTONES ACHIEVED:
The Company through its Wholly Owned Subsidiary (i.e.)., M/s. Steel
City Commodities Private Limited has purchased an own site admeasuring 555 Sq yards and
has commenced the construction of another five storied building with a build up area of
about 18,000 Sft at Rajendra Nagar, Visakhapatnam.
vi. DEPOSITORY SYSTEM:
The Equity Shares of the Company are compulsorily tradable in
electronic form. As on March 31, 2025, out of the Company's total paid-up Equity
Share Capital comprising of 1,51,07,095 Equity Shares, only 62,400 Equity Shares are in
physical form and the remaining shares are in electronic form (Demat form). In view of the
numerous advantages offered by the Depository System, the Members holding shares in
physical form are advised to avail the facility of Dematerialization.
vii. GROWTH PROSPECTS FOR INDIAN CAPITAL MARKET IN 2025:
The stock market in India Investors are able to examine opportunities
for long-term growth during the current decline in 2025. The Indian stock market is
already starting to experience price changes impacted by volatility after hitting all-time
highs. Even though indexes have seen drops, this stage is crucial for market stabilization
& long-term financial expansion.
A Reversal in the Market
Beginning as profit booking in FY24, the most recent correction has
expanded into more comprehensive market correction. In recent months, there has been 13%
and 12% adjustment in the Nifty 50 and Sensex, respectively. The Adjustments have also
been made to the mid-cap & small-cap indices. The Nifty Midcap100 is down 20% &
the Nifty Smallcap100 is down 23%.
India's correction is producing a more balanced investment
climate, even as global markets are displaying flexibility. Long-term investors now have
the chance to collect high-quality companies at appealing prices thanks to a robust
economy & solid fundamentals.
Corporate Earnings & Economic Growth Factors
A natural correction has been taking place in corporate results,
bringing valuations into line with reasonable growth prediction. With the GDP
growth predicted to be 6.6% in 2025 & 6.7% in 2026, the Indian economy is still on
solid ground while this represent as the slowdown from few last years. The Indian economy
is still among the fastest-growing in the world.
The Strategic Approach of the Government
The Strengthening consumer demand & upholding budget disciplines
were the key goal of the FY26 Union Budget. The Long-term spending increases &
improved disposable income are the goals of policies like raising the income tax exemption
level to Rs12 lakh, even while capital expenditures stayed constant at Rs11.2 lakh Crore.
RBI's Preventive Actions
For the first time in over five years, the Reserve Bank of India
(RBI) has lowered the repo rate to 6.25% in an efforts to stimulate economic growth.
Even though growth projections for the near future have been lowered, this monetary easing
creates the circumstances for increased economic activity, better liquidity & more
favorable borrowing terms for both consumers and enterprises.
Making Growth & Stability Investments
As the market fluctuates, investors are adding more solid assets to
their portfolios, including gold, which has seen a rise in demand. Also, technical
developments, government-led reforms, and robust domestic demand all contribute to
India's continued long-term growth story. The emphasis on technology and digital
transformation, spearheaded by the government's initiatives, continues to open new
avenues for investments in sectors like e-commerce, fintech, and renewable energy.
Moreover, with the ongoing push towards infrastructure development and urbanization, real
estate and construction sectors are also seeing renewed interest, promising robust returns
on investment.
As the Indian market transitions through this corrective phase, it
presents a unique opportunity for both domestic and international investors to engage with
a rapidly evolving economy poised for significant advancements. The emphasis on technology
and digital transformation, spearheaded by the government's initiatives, continues to
open new avenues for investments in sectors like e-commerce, fintech, and renewable
energy. Moreover, with the ongoing push towards infrastructure development and
urbanization, real estate and construction sectors are also seeing renewed interest,
promising robust returns on investment.
Looking Ahead
Even though the current market phase represents temporary changes, the
Indian economy is still expected to grow in the long run. India is desirable place to
invest due to their robust business sector, aggressive policies & expanding consumer
base.
It is likely that investors who remain committed to long-term wealth
creation, disciplined investing and solid fundamentals will profit from the possibilities
that lie ahead. Future development and prosperity are anticipated when confidence returns
and the market stabilizes.
5. CAPITAL AND DEBT STRUCTURE: a. AUTHORISED SHARE
CAPITAL:
The present Authorized Share Capital of the Company is Rs. 2,500 Lakhs.
b. ISSUED AND PAID - UP SHARE CAPITAL OF EQUITY SHARES:
The present Issued and Paid-up Share Capital of the Company is Rs.
1,510.71 Lakhs.
c. ISSUE OF EQUITY SHARES:
During the year the Company has not issued any Equity Shares.
d. BUY BACK OF SECURITIES:
The Company has not bought back any of its Securities during the year
under review.
e. SWEAT EQUITY:
The Company has not issued any Sweat Equity Shares during the year
under review.
f. BONUS SHARES:
No Bonus Shares were issued during the year under review.
g. EMPLOYEES STOCK OPTION PLAN:
The Company has not provided any Stock Option Scheme to the Employees.
h. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:
The Company has not issued any Equity Shares with differential Rights
during the year.
i. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES
BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES:
The Company has not provided any money for purchase of own Shares, by
Employees or by Trustees for the benefits of Employees.
6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION
FUND:
During the Financial Year 2024-25, the Company is supposed to transfer
an amount of Rs.1,81,600/- due and outstanding to be credited to investor education and
protection funds. The Company has transferred the same to Investor Education and
Protection Fund during the year 2024-25.
7. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Section 124(6) Companies Act, 2013, the
Company is required to transfer Shares of the Company relating to those Shareholders who
haven't claimed Dividend for a period of 7(Seven) Consecutive years. Hence, as per
the above provisions, the Company has transferred 9,100 Equity Shares to Investor
Education and Protection Fund during the Financial Year 2024-25.
8. MANAGEMENT:
(a) Change in the Composition of the Board of Directors:
During the year under review, Sri. Ch. Murali Krishna (DIN: 00045403)
was appointed as Additional Independent Director on the Board of the Directors of the
Company at their meeting held on 30.01.2025 and further his appointment was regularized by
passing resolution through postal ballot notice dated 30.01.2025, complying with the
requirements of SEBI (Listing Compliances and Disclosure Requirements) Regulations, 2015.
Sri. G. Satya Rama Prasad, Independent Director of the Company ceased to be Director of
the Company w.e.f. 31.03.2025 upon successful completion of his two terms of Five Years
each as Independent Director of the Company.
(b) Independent Directors:
Pursuant to the provisions of Sections 149, 152 read with Schedule IV
and all other applicable provisions of the Companies Act, 2013 and the Companies
(Appointment and Qualification of Directors) Rules, 2014, Sri. Bheri Krishna Rao; Sri.
Geddam Vijaya Kumar; Sri. Emmididsetty Sridhar continue as Independent Directors of the
Company. Sri. Ch. Murali Krishna was appointed as Additional Independent Director on the
Board of the Directors of the Company at their meeting held on 30.01.2025 and further his
appointment was regularized by passing resolution through postal ballot notice dated
30.01.2025. Sri. G. Satya Rama Prasad, Independent Director of the Company ceased to be
Director of the Company w.e.f. 31.03.2025 upon successful completion of his two terms of
Five Years each as Independent Director of the Company.
All the Independent Directors have submitted a declaration that each of
them meets the criteria of independence as provided in Section 149(6) of the Act and there
has been no change in the circumstances which may affect their status as Independent
Director during the year.
(c) Retirement by Rotation:
In terms of Section 152 of the Companies Act, 2013 Sri. T. V. Srikanth,
Director of the Company is liable to retire by rotation at the forthcoming Annual General
Meeting and being eligible, offered himself for re-appointment.
The Board confirms that none of the Directors of the Company are
disqualified from being appointed as Director in terms of Section 164 of the Companies
Act, 2013 and necessary declarations 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 April
1, 2014, the Board of Directors have approved the appointments of Sri
Kamireddi Satyanarayana, Whole – Time Director designated as Executive Chairman; Sri
Satish Kumar Arya, Managing Director & CEO; Sri. T. V. Srikanth, Whole – Time
Director designated as Director (IT) ; Sri Ramu Naraharasetti, Chief Financial Officer
(CFO) and Smt. M. Srividya, Company Secretary continue to hold the office as KMP of the
Company.
9. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND
REMUNEARATION:
The Company has formulated a policy on Director's appointment and
Remuneration which is available on the website of the Company www.steelcitynettrade.com.
10. REMUNERATION OF MD/ WTD FROM SUBSIDIARY COMPANY:
None of the Whole Time Director's or Managing Director of the
Company draw any remuneration from the Subsidiary Company.
11. DIRECTORS' RESPONSIBILITY STATEMENT:
Based on the framework of Internal Financial Controls and Compliance
systems established and maintained by the Company, the work performed by the internal,
statutory and secretarial auditors and external consultants, including the audit of
Internal Financial Controls over financial reporting by the Statutory Auditors and the
reviews performed by the management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company's Internal Financial Controls
were adequate and effective during the Financial Year 2024-25.
Pursuant to Section 134 (5) of the Companies Act, 2013, Board of
Directors of the Company, confirm that:
a) In preparation of the Annual Accounts for the financial year ended
31st March 2025, the applicable Accounting Standards have been followed along
with proper explanation to material departures;
b) The Directors have selected Accounting Policies, consulted the
Statutory Auditors and applied them consistently and 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 end 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 knowledge and ability for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities and
d) The Directors have prepared the Annual Accounts of the company on a
going concern basis; e) The Directors, had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
f) There is a proper system to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
12. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE
CONSOLIDATED FINANCIAL STATEMENT:
Our Company has One (1) Wholly Owned Subsidiary i.e., M/s. Steel City
Commodities Private Limited and an Associate Company i.e, M/s. Steel City Financial
Services Private Limited. The financial performance of both the Companies is enumerated
below:
Steel City Commodities Private Limited
Steel City Commodities Private Limited became Subsidiary of the Company
in 2004 and Wholly Owned Subsidiary during the Financial Year 2018-19, is in the business
of Corporate Insurance Agent and also into the business of Credit cards. During the
Financial Year 2024-25, the Subsidiary has earned a Net Profit of Rs. 24.84 Lakhs as
against the Net Profit of 82.17 Lakhs for the Financial Year 2024-25.
Steel City Financial Services Private Limited
Steel City Financial Services Private Limited is an Associate Company
of Steel City Securities Limited carrying on the business of Non-Banking Financial
Services by providing Project finance loans, Housing Loans, Personal Loans, Loans against
Shares etc., to its clients. During the Financial Year 2024-25, the Associate Company has
earned a Net Profit of Rs. 202.22 Lakhs as against the Net Profit of Rs. 136.51 Lakhs for
the Financial Year 2024-25.
13. 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 for every individual working in premises and always endeavors to create and
provide an environment that is free from discrimination and harassment including sexual
harassment.
During the year ended 31st March, 2025, the Company has not
received any complaint pertaining to sexual harassment.
14. ISO CERTIFICATION:
The Company holds ISO 27001: 2022 Certification with the scope of the
Information Security Management System from Pyramid Certifications LLP. The Company has
been complying with the concerned procedure in this regard.
15. NUMBER OF MEETINGS OF THE BOARD:
During the F.Y. 2024-25, the Board of Directors met for 12 (Twelve)
times to discuss about the business and other important matters relating to the Company
and the details of the meetings of the Board mentioned in the Corporate Governance Report,
which forms part of this report.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:
All contracts / arrangements / transactions entered by the Company
during the Financial Year with related parties were in the ordinary course of business and
on an arm's length basis and are approved by the Audit Committee.
These have been discussed in detail in the Notes to the Standalone
Financial Statements in this Annual Report and also a report on related party transactions
entered into by the Company is annexed as Annexure – 2 to the Board's Report.
17. DEPOSITS:
The Company has not accepted any fixed deposits attracting the
provisions of the Companies Act, 2013 and, as such, no amount of principal or interest was
outstanding as on the Balance Sheet date.
18. AUDITORS:
(a) Statutory Auditors:
At the Annual General Meeting held on the 27th day of
September, 2023, M/s. Rao & Kumar, Chartered Accountants, Visakhapatnam (FRN: 003089S)
were appointed as Statutory Auditors of the Company who shall hold office for a period of
4 years from the Financial Year 2023-24. Since the appointment of the Statutory Auditor of
the Company is to be ratified at every Annual General Meeting and hence, the Board
proposes the ratification of the appointment of the Statutory Auditors at the ensuing
Annual General Meeting.
(b) Internal Auditors:
M/s. Rao & Manoj Associates, Chartered Accountants, Visakhapatnam
were appointed as the Internal Auditors of the Company for the Financial Year 2024-25, who
are acting independently and also responsible for regulatory and legal requirements
relating to operational processes and internal systems. As the Board is satisfied with the
performance of these Auditors, the Board Proposes to appoint them as Internal Auditors for
the Financial Year 2025-26 also. These Auditors Report directly to the Chairman of the
Board of Directors.
Sri. Y.S.N. Murthy, Chartered Accountant, Visakhapatnam was appointed
as Internal Auditor of the Company for the Financial Year 2024-25, who are acting
independently and also responsible for regulatory and legal requirements relating to D.P
Operations and the Internal Audit relating to the POP operations of the Company under the
Pension Fund Regulatory Authority of India of the company. As the Board is satisfied with
the performance of the Auditor, the Board Proposes to appoint him as Internal Auditor for
the Financial Year 2025-26 also. These Auditors Report directly to the Chairman of the
Board of Directors.
M/s. Ramamoorthy(N) & Co, Chartered Accountants, Visakhapatnam were
appointed as Internal Auditors as per the Circular issued by Securities Exchange Board of
India for the Financial Year 2024-25.
M/s. RK Sangu & Associates, Chartered Accountants, Visakhapatnam
were appointed as GST Auditors of the Company for the Financial Year 2024-25 to conduct
GST Audit of the Company. As the Board is satisfied with the performance of these Auditors
the Board proposes to appoint them as GST Auditors for the Financial Year 2025-26 also.
Mr. Sanjay Ravindra Kumar Desai, Practising Company Secretary was
appointed as Internal Auditor of the Company to audit the TIN –FC Operations of the
Company for the Financial Year 2024-25. Since the Board is satisfied with the performance
of this auditor, the Board proposes to appoint him as Internal Auditor for the Financial
Year 2025-26 also.
(c) Systems Auditors:
M/s. Paras B Shah & Associates, Chartered Accountants, were
appointed as the Systems Auditors of the company and also as per the NSE, BSE, MSEI, MCX
and NCDEX Exchanges notified Rules & Regulation from time to time for the Year
2024-25. They continue to act as Systems Auditors of the Company for the Financial Year
2025-26 also.
(d) Secretarial Auditors:
M/s. ASN Associates, Practicing Company Secretaries, Visakhapatnam were
appointed as Secretarial Auditors of the Company as per provisions of Section 204 of the
Companies Act, 2013 and Rules made there under for the Financial Year 2024-25. The
Secretarial Audit Report for the Financial Year 2024-25 forms part of the Annual Report as
Annexure-8 to the Board's Report.
As per the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) (Third Amendment) Regulations, 2024 w.e.f. 13.12.2024, On the
basis of recommendation of board of directors, a listed entity shall appoint or
re-appoint:
(i) an individual as Secretarial Auditor for not more than one term of
five consecutive years; or
(ii) a Secretarial Audit firm as Secretarial Auditor for not more than
two terms of five consecutive years, with the approval of its shareholders in its Annual
General Meeting.
Since the Company is Listed Entity, and since the above provisions are
applicable to the Company, the Board of Directors of the company shall recommend the
Shareholders, the appointment of M/s. ASN Associates, Practicing Company Secretaries,
Visakhapatnam as Secretarial Auditors of the Company for a period of Five Financial Years
commencing from F.Y. 2025-26 subject to the approval of Shareholders at the ensuing Annual
General Meeting.
19. STATUTORY AUDITORS' REPORT:
Your standalone and consolidated financial statements of the Company
have been prepared in accordance with Ind AS notified under Section 133 of the Act.
The Statutory Auditor's Report does not contain any
qualifications, reservations, adverse remarks or disclaimers.
The Statutory Auditors of the Company have not reported any fraud to
the Audit
Committee of Directors as specified under Section 143 (12) of the Act,
during the year under review.
20. CREDIT & GUARANTEE FACILITIES:
The Company has been availing secured loans, overdraft facilities and
bank guarantee facilities from HDFC Bank Limited, Karur Vysya Bank Limited and ICICI Bank
Limited from time to time to meet the business requirements.
21. PARTICULARS REGARDING ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The nature of activities which are being carried on by your Company
does not require consumption of Energy. However, Your Company continues to explore all
possible avenues to reduce energy consumption wherever applicable.
The particulars as prescribed under Sub – Section (3)(m) of
Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)Rules,
2014 is enclosed as Annexure - 5 to the Board's Report.
22. COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Company has devised proper internal control systems to ensure
compliance with the provisions of all applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and that such systems are adequate and operating
effectively.
23. MANAGEMENT DISCUSSION ANALYSIS:
A detailed report on the Management Discussion & Analysis is given
as Annexure – 9 to the Board's Report.
The Board has been continuing its efforts and taken the required steps
in the following areas:
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
24. CORPORATE GOVERNANCE:
Your Company has been complying with the principles of good Corporate
Governance over the years. In compliance with Regulation 34 of the SEBI (LODR) Regulations
2015, a separate report on Corporate Governance forms an integral part of this report as
Annexure – 3 to the Board's Report. The Auditor Certificate on Corporate
Governance is also annexed along with the report on Corporate Governance is annexed as
Annexure -4 to the Board's Report.
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, perspective, knowledge, skill, regional and industry experience, cultural and
geographical background, age, ethnicity, race and gender, which will help us, retain our
competitive advantage.
25. FAMILIRAISATION PROGRAMMES:
In terms of the provisions of Regulation 25 of the Listing Regulations,
the Company has framed a policy on ‘Familiarisation Programme for Independent
Directors'. Accordingly, upon appointment of an Independent Director, the appointee
is given a formal Letter of Appointment, which inter alia explains the role, function,
duties and responsibilities expected as a Director of the Company.
Further, Independent Directors are familiarised with the Company, their
roles, responsibilities in the Company, nature of industry in which the Company operates,
business model of the Company, various businesses in the group etc. The Directors are also
explained in detail the compliance required from them under the Act and Listing
Regulations. Further, on an ongoing basis as a part of Agenda of the Board/ Committee
Meetings, presentations are regularly made to Independent Directors on various matters
inter alia covering the business strategies, management structure, management development,
quarterly and annual results, budgets, review of internal audit, risk management
framework, operations of the Subsidiaries.
26. SUCCESSION PLAN:
The Board has satisfied itself that plans are in place for orderly
succession for appointment to the Board of Directors and Senior Management.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The key philosophy of all CSR initiatives of the Company is guided by
three core commitments of Scale, Impact and Sustainability. During the year, the Company
has spent an amount of Rs. 31.46 Lakhs which is to be mandatorily spent by the
Company on CSR activities 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 undertaken during the Financial Year ended 31st March, 2025, in
accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed to this report as Annexure – 6.
28. ANNUAL RETURN:
Pursuant to Section 92 of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014 as amended, the Annual Return is available on
the Website of the Company on the following link: www.steelcitynettrade.com
29. INTERNAL FINANCIAL CONTROLS:
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company's
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial disclosures.
30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS
AND COMPANY'S OPERATIONS IN FUTURE:
There were no significant and material Orders passed by the Regulators
or Courts or Tribunals (other than those that are intimated to the Stock Exchanges from
time to time) impacting the going concern status of the Company.
31. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS 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 of Nomination and Remuneration Committee formulated in accordance with
Section 178 of the Companies Act, 2013 and any other re-enactment(s) for the time being in
force.
Particulars of employees as required in accordance with the provisions
of Section 197(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 – 7.
32. DECLARATION BY INDEPENDENT DIRECTORS:
Every Independent Director, at the first meeting of the Board in which
he participates as a Director and thereafter at the first meeting of the Board in every
Financial Year, gives a declaration that he meets the criteria of independence as provided
under law. The same Declaration has been received from all the Independent Directors of
the Company for the Financial Year 2024-25.
33. VIGIL MECHANISM:
Your Company believes in the conduct of the affairs of its constituents
in a fair and transparent manner by adopting the highest standards of professionalism,
honesty, integrity and ethical behavior.
Accordingly, the Board of Directors has formulated a Whistle Blower
Policy which is in compliance with the provisions of Section 177(9) of the Companies Act,
2013 and reviews the said policy from time to time, to report the management instances of
unethical behavior, actual or suspected fraud or violation of the Company's Code of
Conduct or ethics. The Vigil Mechanism provides a mechanism for employees of the Company
to raise concerns regarding any discrimination, harassment, victimization, any other
unfair practice being adopted against them or any instances of fraud by or against your
Company and to report the same to the Chairman of the Audit Committee. Any incidents that
are reported are investigated and suitable action taken in line with the Whistle Blower
Policy. No person has been denied access to the Chairman of the Audit Committee of the
Board of Directors. The Whistle Blower Policy is also available on your Company's
website (www.steelcitynettrade.com).
34. RISK MANAGEMENT:
All the risks are discussed at the Senior Management Level at their
meetings periodically to ensure that the risk mitigation plans are well thought out and
implemented and adverse impact of risks is avoided or kept within manageable proportions.
Further, the Board has been identifying the elements of the Risks which may threaten the
existence of the Company from time to time.
35. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS PURSUANT TO
SECTION 186 OF THE COMPANIES ACT, 2013:
The particulars of loans, guarantees and investments have been
disclosed in the financial statements. However, the Inter Corporate Loan of Rs. 1.5 Crores
to its wholly Owned Subsidiary M/s. Steel City Commodities Private Limited during the
Financial Year 2022-23 remains due.
36. BOARD EVALUATION:
The annual evaluation process of the Board of Directors, individual
Directors and Committees was conducted in accordance with the provisions of the Act and
the Listing Regulations.
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of the criteria such as the Board composition
and structure, effectiveness of Board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee Members on the basis of the criteria such as the
composition of Committees, effectiveness of Committee meetings, etc.
The above criteria are broadly based on the Guidance note on Board
Evaluation issued by the Securities Exchange Board of India on January 5, 2017.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the Individual Directors on the basis of the criteria such as the
contribution of the Individual Director to the Board and Committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, performance of the Board as a whole and performance of the
Chairman as well as the Whole-Time Directors was evaluated, taking into account the views
of Executive Directors and Non-Executive Directors. The same was discussed in the Board
meeting that followed the meeting of the Independent Directors, at which the performance
of the Board, its Committees and Individual Directors was also discussed. Performance
evaluation of Independent Directors was done by the entire Board, excluding the
Independent Director being evaluated.
The evaluation process endorsed the Board's confidence in the
ethics standards of the Company, cohesiveness amongst the Board members, flexibility of
the Board and management in navigating the various challenges faced from time to time and
openness of the management in sharing strategic information with the Board.
37. INSURANCE:
All the assets of the Company wherever necessary and to the extent
required have been adequately insured.
38. EMPLOYEE RELATIONS:
The relationship with the staff and workers continued to be cordial
during the entire year. The Directors wish to place on record their appreciation of the
valuable work done and co-operation extended by them at all levels. Further, the Company
is taking necessary steps to recruit the required personnel from time to time.
39. STATUTORY COMPLIANCES:
The Company has complied and continues to comply with all the
applicable Regulations, Circulars and Guidelines issued by the MCA, Exchanges, SEBI, other
Regulating Agencies, filings, etc.
40. GENERAL:
Your Directors state that no disclosure or reporting is required in
respect of the following 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 receives any 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 under any scheme.
d. There are no proceedings, either filed by the Company or filed
against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended,
before National Company Law Tribunal or other courts during the FY 2024-25.
e. There was no instance of one-time settlement with any Bank or
Financial Institution.
41. CREDIT RATING:
During the year under review, the company has obtained SME rating from
CRISIL and was awarded SME 2 rating which indicates high level of creditworthiness.
42. ACKNOWLEDGEMENTS:
Steel City Securities Limited is grateful to the Government of India,
Securities and Exchange Board of India, Registrar of Companies, Vijayawada, National
Securities Clearing Corporation Limited, Bombay Stock Exchange Ltd, National Stock
Exchange of India Limited, National Securities Depository Limited, Central Depositary
Services (India) Limited, Protean E Governance Technologies Limited, Metropolitan Stock
Exchange of India Ltd (MSEI), National Commodities & Derivatives Exchange (NCDEX),
Multi Commodities Exchange (MCX), and other Exchanges, Pension Fund Regulatory &
Development Authority (PFRDA), Bankers, Rating agencies (CRISIL), Government Authorities,
Local Bodies and other agencies for their continued co-operation, support and guidance.
Steel City Securities Limited would like to take this opportunity to
express sincere thanks to its valued clients and customers for their continued patronage.
The Directors express their deep sense of appreciation of all the employees, whose
outstanding professionalism, commitment and initiative has made the organizations growth
and success possible and continues to drive its progress. The Directors also express their
gratitude to the Bankers and Auditors of the Company. Finally, the Directors wish to
express their gratitude to the members for their trust and support.
|
By Order of the Board For
STEEL CITY SECURITIES LIMITED |
| Place: Visakhapatnam |
|
|
| Date: 30.04.2025 |
(K. Satyanarayana) |
(Satish Kumar Arya) |
|
Executive Chairman |
Managing Director & CEO |
|
(DIN: 00045387) |
(DIN: 00046156) |
|