To The Members,
Your Directors have pleasure in presenting the 26th Annual Report on the business &
operations of the Company together with the Audited Financial Statement for the year ended
31st March, 2025.
1. FINANCIAL HIGHLIGHTS
The performance of the Company for the Financial Year ended March 31, 2025 is as under:
Rs. In Crores, unless otherwise stated
PARTICULARS |
31-Mar-25 |
31-Mar-24 |
Total Revenue |
1144.02 |
1093.26 |
Profit/ (Loss) before finance cost, depreciation and tax expense |
143.61 |
100.45 |
Finance cost |
74.54 |
77.87 |
Profit / (Loss) before depreciation and tax expense |
69.07 |
22.58 |
Depreciation |
23.57 |
21.31 |
Profit/(Loss) before tax expense |
45.50 |
1.27 |
Tax expense |
|
|
i. Tax expense of prior years |
0.00 |
0 |
ii. Deferred Tax |
(19.56) |
9.61 |
Profit/(Loss) for the year |
25.93 |
10.89 |
Add: Other Comprehensive Income |
(0.18) |
(0.20) |
Total Comprehensive Income/ (Loss) for the year |
25.75 |
10.69 |
2. REVIEW OF PERFORMANCE:
During the year under review, the total Revenue of the company stood at Rs.1144.02
Crores as against the Rs.1093.26 Crores in FY 24. Net Profit/(Loss) recorded at Rs. 25.75
Crores as against Net Profit of Rs. 10.69 Crores in the Previous Year.
The Manufacturing Sales including trading sales were Rs . 1118.81 Crores in the current
year compared to Rs. 1060.22 Crores in the previous year. The power sales during the year
amounted to Rs. 23.22 Crores compared to Rs. 28.95 Crores in the previous year.
3. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Members may recall the management's endeavor to increase production levels and improve
margins as well as to identify and realign the assets of the company to increase the value
of the company for all stake holders. The company has successfully completed the capital
works of Rolling Mill and CCM works and other related works and commissioned its enhanced
capacities in March 2025 with the additional funding of Rs.100 crs raised during 2023-24
by way of NCDs for this purpose. The production has been stabilized with new capacities
and production levels are expected to be higher from the second half of the FY 26 onwards
coupled with good demand expected. Further this capacity expansion reduces the production
cost of 8 and 10 MM size products as the same will be manufactured within our plant
instead of outsourcing the conversion at additional cost. With the periodic maintenance
works completed in all the units, the operational efficiencies are expected to enable
smooth running of the units and thereby reduce costs and improve margins. The higher
production levels coupled with savings in cost of production in 8 and 10 MM sizes is
expected to add to the earnings of the company.
The management has hived off the non-Core asset i.e Kothapeta plant in FY 2024-25 as
the same has not been functioning for the last > 5 years due to non-availability of Gas
and the sale value is Rs. 50 cr including GST. The sale proceeds are being used for
repayment of NCD installments and working capital.
Your company has won the contract from Rashtriya Ispat Nigam Limited (RINL) for
conversion of 1.20 lakhs MTPA of their 150 MM Blooms in to TMT Bars of Vizag Steel Brand
and this contract is for 2 years and can be extended for another 1 year at mutual consent.
The company is setting up Re-Heating plant and also additional equipment in Rolling Mill
to handle this bigger size (150 MM) blooms and commencement of conversion work under this
contract is likely to take in Q4 of FY 26. With this additional volume your company can
utilize the Rolling mill at higher capacity and generate additional income.
The management is putting its best efforts to reduce the finance cost and exploring all
options in this regard i.e seeking potential investors to fund at lower ROI to refinance
the existing high cost loans, also raising funds from the shareholders through rights etc
and by strategic development and sale of surplus and idle land parcels including leasing
out of surplus lands, sheds and Railway siding to optimize the utilization of available
assets of the company, increase revenue.
With the state government focus on improving the infrastructure in the state, the
company expects stable and steady increase in demand for steel. All these factors augur
well for the company in the coming years. The management is committed to continue its
efforts in minimizing the costs and improving the intrinsic value of the company for the
benefit of all stakeholders
4. DIVIDEND
The Board of Directors of the Company has not recommended Dividend for the financial
year ended March 31, 2025.
Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board has approved and
adopted a Dividend Distribution Policy. The Dividend Distribution Policy is available on
the Company's website at
https://seil.co.in/uploads/5479-SEIL_Dividend_Distribution_Policy.pdf
5. SHARE CAPITAL AND LISTING OF SHARES
During the period under review, there was no change in the Authorized Share Capital of
the Company
The Authorized Share Capital of the Company is Rs.332,00,00,000/- (Rupees Three Hundred
and Thirty-Two Crores only) divided into 258,00,00,000 (Two Hundred and Fifty Eighty
Crores only) Equity Shares of Rs.1/- (One only) each and 7,40,00,000 (Seven Crore Forty
Lakhs only) Preference Shares of Rs.10/- (Ten only) each.
The Paid-up Equity Share Capital of the Company as on March 31, 2025 was Rs.
1,19,76,33,270/- (Rupees One Hundred Nineteen Crores and Seventy-Six Lakhs Thirty-Three
Thousand Two Hundred and Seventy).
During the year, there was no change in the paid-up share capital of the Company.
The Company has not issued any shares with differential rights; hence, no information
is furnished as per the provisions of Section 43(a)(ii) of the Companies Act, 2013
(hereinafter referred to as "the Act"), read with Rule 4(4) of the Companies
(Share Capital and Debentures) Rules, 2014. Further, the Company has not granted any stock
options to its employees. However, the Company has issued and allotted warrants during the
year as given below: -
2,82,97,870 Convertible Warrants of the face value of Rs.1/- each at an issue price of
Rs.14.10/- per warrants (including share premium of Rs.13.10/- per share) on preferential
basis to non-promoter of the Company as a part fund raising for utilized for Capex and
working capital requirement and other general corporate purposes of the Company.
The Equity Shares of your Company are listed on BSE Limited and National Stock Exchange
of India Limited. It may be noted that there are no payments outstanding to the Stock
Exchanges by way of Listing Fees. The company has paid the listing fee for the financial
year 2024-25.
6. NON-CONVERTIBLE DEBENTURES
In the Financial Year 2020-21, the Company issued and allotted 3,828 Secured, Rated,
Listed, Redeemable, Non-Convertible Debentures bearing a face value of INR 10,00,000
(Rupees Ten Lakh only) each, aggregating up to an amount of INR 382,80,00,000/- (Rupees
Three Hundred and Eighty-Two Crores Eighty Lakhs only) ("Debentures") in
dematerialized form on a private placement basis to Group of Investors led by Edelweiss as
a part fund raising for one time settlement of all dues of the company with existing
lenders. The said NCDs are listed on BSE Limited. Further, During FY 2023-24, the said
3,828 Secured, Rated, Listed, Redeemable, Non-Convertible Debentures was restructured and
In-principal and Listing approval taken from BSE Limited on 17th January, 2024 and 27th
February, 2024 respectively.
Further, the Company issued and allotted 1,000 Secured, Un-Rated, Un-Listed,
Redeemable, Non-Convertible Debentures bearing a face value of INR 10,00,000 (Rupees Ten
Lakh only) each, aggregating up to an amount of INR 100,00,00,000/- (Rupees One Hundred
Crores only) ("Debentures") in dematerialized form on a private placement basis
to True North and Neo as a part fund raising for Capex and Working Capital.
7. NAME OF THE DEBENTURE TRUSTEE(S) WITH FULL CONTACT DETAILS:
As per Regulation 53 of the SEBI Listing Regulations, the name along with full contact
details of the Debenture Trustees is given below:
VISTRA ITCL (INDIA) LIMITED
The IL & FS Financial Centre Plot No. C-22, G Block, 7th Floor Bandra Kurla
Complex, Bandra (East) Mumbai 400051, India Tel: +91 99104 96860, Tel: +91 22 2659 3535
Cell: +91 98206 61411, Email: mumbai@vistra.com
8. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE:
During the year under review, the company has not issued any shares.
9. DEVIATIONS IN THE USE OF PROCEEDS FROM THE OBJECTS STATED IN THE OFFER
DOCUMENT:
During the year under review, there were no deviations in the use of proceeds from the
objects stated in the offer document.
10.CREDIT RATING
During the year under review, there were changes in the credit ratings assigned to
certain instruments of the Company by the credit rating agencies. The details of the
ratings and revisions are as follows:
Instrument Type |
Tenor |
Amount (Rs. Cr) |
Previous Rating |
Revised Rating |
Listed Secured Non- Convertible Debentures |
Long Term |
249.26 |
CARE BB; Stable (Double B; Outlook: Stable) Assigned |
CARE BB-; Stable (Downgraded) |
Long Term Bank Facilities |
Long Term |
10 |
CARE BB; Stable (Double B; Outlook: Stable) Assigned |
IVR BB+ / Stable (Assigned) |
Short Term Bank Facilities |
Short Term |
40 |
CARE BB; Stable (Double B; Outlook: Stable) Assigned |
IVR A4+ (Assigned) |
|
Total |
299.26 |
|
|
11. ANNUAL RETURN
As required by Section 92(3), read with Section 134(3)(a) of the Act the Annual Return
in Form MGT-7 is placed at the company's website and the link for the same is https://
seil.co.in/governance/annualreturn.
12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year ended March 31, 2025, Six Board Meetings were held.
The dates on which the Board Meetings were held are 03rd May, 2024, 31st July, 2024,
29th August, 2024, 17th October, 2024, 18th December, 2024, and 24th January, 2025.
Details of number of Meetings attended by each Director have been given in the
Corporate Governance Report, which forms part of the Annual Report.
13. DIRECTOR'S RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES
ACT, 2013
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with
respect to the Directors' Responsibility Statement, the Board of Directors of the Company
hereby confirms for the year ended 31st March, 2025:
i. that in the preparation of the Annual Accounts, the applicable accounting
standards have been followed and there are no material departures;
ii. that the Directors have selected such accounting policies 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 March 31, 2025 and
of Profit and Loss Account of the Company for that period;
iii. that the Directors have taken proper and sufficient care 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;
iv. that the Directors have prepared the Annual Accounts for the Financial Year
ended March 31, 2025 on a going concern basis;
v. that the Directors have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and were operating
effectively; and
vi. that the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have given declarations as required under the
provisions of Section 149(7) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, stating
that they meet the eligibility criteria of independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obl igations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In the
opinion of the Board all our Independent Directors, appointed during the year, possess
requisite qualifications, experience, expertise and hold high standards of integrity for
the purpose of Rule 8(5) (iii a) of the Companies (Accounts) Rules 2014.
15. SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year under review, the Independent Directors held their separate meeting
where only Independent Directors were present on March 26, 2025 inter alia, to:
- Review the performance of the Non-Independent Directors.
- Review the performance of the committees and Board as a whole.
- Review the performance of the Chairman of the Company, taking into account the
views of Executive Directors and Non-Executive Directors.
- Assess the quality, quantity and timeliness of flow of information between the
Company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
16.AUDITORS
Statutory Auditors:
Members of the Company at the 25th AGM held on September 27, 2024, approved the
appointment of M/s. Pavuluri & Co., Chartered Accountants (FRN 012194S) as Statutory
Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of
the 25th AGM to 30th AGM to be held for the financial year ended 31st March, 2029. M/s.
Pavuluri& Co., Chartered Accountants, have confirmed their eligibility and
qualification required under the Act for holding the office, as Statutory Auditors of the
Company.
Cost Auditors:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Record and Audit) Rules, 2014, as amended from time to time, Mr. D
Zitendra Rao, Practicing Cost Accountant has been appointed as Cost Auditor for conducting
Cost Audit for the financial year 2024-25 under review.
The Products of the company was classified as "Steel and Electricity"
manufactured/ produced by the Company are subject to Cost Audit in terms of Section 148 of
the Companies Act, 2013 read with the rules issued there under by the Central Government.
The Board at its Meeting held on May 19, 2025, based on the recommendation of the Audit
Committee, approved the appointment of M/s. Dendukuri & Co., Cost Accountants
(Proprietor Mr. D Zitendra Rao, Practicing Cost Accountant), as the Cost Auditors of the
Company to conduct audit of the cost records of the Company for the F.Y. 2025-26. In
accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of Rs.8.00 lakh
plus applicable taxes payable to the Cost Auditors as recommended by the Audit Committee
and approved by the Board has to be ratified by the Members of the Company. Accordingly, a
resolution to this effect forms part of the Notice convening the AGM.
Internal Auditors:
Pursuant to the provisions of section 138 of the Companies Act, 2013 and rules made
thereunder, on recommendations of the audit committee M/s. Boppudi & Associates,
Chartered Accountants were appointed as Internal Auditors for the Financial Year 2024-25
under review.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and as per Audit Committee
recommendations, your Directors had appointed M/s. B S S & Associates, Practicing
Company Secretaries, Hyderabad to undertake the Secretarial Audit of your Company for the
financial year 2024-25.
With the effective of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) (Third Amendment) Regulations, 2024 w.e.f. 13.12.2024, the
appointment of a Secretarial Auditor shall be for a maximum of one term of five
consecutive years if the auditor is an individual, and for a maximum of two terms of five
consecutive years if the auditor is a partnership firm. Such appointment of Secretarial
Auditor shall also be approved by the shareholders in Annual General Meeting. In this
connection the Board reviewed the matter and offered to M/s. B S S & Associates;
Company Secretaries to act as Secretarial Auditors for a period of five consecutive years,
specifically for the financial years 2025-2026 to 2029-2030. Necessary Consent letter
received from M/s. B S S & Associates; Company Secretaries.
The Board considered, approved and recommended to the members of the company at the
forthcoming 26th Annual General Meeting (AGM) for their approval and necessary resolution
agenda item taken in to notice of the 26th AGM with explanatory statement.
17.AUDIT REPORTS: Statutory Audit Report
There are no qualifications, reservations, adverse remarks or disclaimers in the
Statutory Auditor's Report on the financial statements of the Company for the Financial
Year 2024-25 and hence does not require any explanations or comments by the Board.
Internal Audit Reports
Internal Auditors has performed internal audit of the operations of the Company for the
Financial Year 2024-25 and they have also presented their observations to the Audit
Committee in Three out of Seven meetings held, i.e., on 03rd May, 2024, 17th October,
2024, and 24th January, 2025 respectively for the financial year 2024-25.
Secretarial Audit
The Secretarial Audit Report received from the Secretarial Auditor of the Company for
the Financial Year 2024-25 and Secretarial Compliance Report for the Financial Year are
annexed herewith as Annexure - 1.
The Secretarial Audit Report doesnot contain any qualifications reservations, adverse
remarks or disclaimer for FY 2024-25.
18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
Your Company has not given any Loans / Guarantees and not made any Investments during
the F.Y. 2024-25, as specified under the provisions of Section 186 of the Companies Act,
2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.
19. TRANSFER OF AMOUNT TO GENERAL RESERVES
Your Company doesn't propose to transfer any amount to the general reserve for the
Financial Year ended 31st March, 2025.
20. RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the Companies Act,
2013 and Regulation 23 of SEBI Listing Regulations during the financial year were in the
ordinary course of business and on an arms' length basis. There were no materially
significant transactions with related parties during the financial year, which were in
conflict with the interest of the Company. Suitable disclosure as required by the Indian
Accounting Standards (Ind AS-24) has been made in the notes to the financial statements.
Your Company has framed a Policy on Related Party Transactions in accordance with the
Act and SEBI Listing Regulations. The Policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all transactions between the Company
and its related parties. The policy is uploaded on website of the Company at
https://seil.co.in/uploads/7611-RPT_Policy_(1).pdf A statement, in summary form, of all
the transactions entered into with the related parties in the ordinary course of business,
details of individual transactions with related parties are placed before the audit
committee for the review from time to time. The particulars of contracts or arrangements
with related parties referred to in Subsection (1) of Section 188 are prepared in Form No.
AOC-2 pursuant to Clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014 and the same is given in notes to accounts of the
company wide note no 3.32.3 and also brief details are annexed to Boards Report as
Annexure-2.
21. DEPOSITS
The Company has not accepted any deposits from the public and as such, no amount on
account of principal or interest on deposits from public was outstanding as on the date of
the balance sheet, in terms of Section 73 of the Companies Act, 2013 during the year ended
31st March, 2025.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
PURSUANT TO PROVISIONS OF SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE
COMPANIES (ACCOUNTS) RULES, 2014
Information with respect to conservation of energy, technology absorption, foreign
exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies
(Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - 3 to this
Report.
23. RISK MANAGEMENT POLICY
The Company has an adequate risk management policy in place. The risk management
process is reliable and broad based, ensuring that the Company is well guarded against
foreseeable risks and aptly prepared for future contingencies. Risk management encompasses
risk identification, evaluation, reporting and resolution to ensure the smooth functioning
of operations and business sustainability. Risk Management has become an integral part of
business decision making. The policy is uploaded on website of the Company at
www.seil.co.in/uploads/9613-Risk_Management_policy_(1).pdf
24. CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors has constituted a Corporate Social Responsibility (CSR)
Committee to monitor implementation of CSR activities of your Company. The details of the
composition of the CSR Committee, CSR policy, CSR initiatives and activities during the
year are given in the Annual Report on CSR activities in Annexure -4 to this Report in the
Companies (Corporate Social Responsibility Policy) Rules, 2014. CSR policy is also
available on the website of the company, w w w . s e i l . c o . i n / u p l o a d s / 2 9
9 0 -Corporate_Social_Responsibility_Policy_(1).pdf.
25. COMMITTEES OF THE BOARD
The Board has Audit Committee, Nomination and Remuneration Committee, Stakeholders'
Relationship Committee, Corporate Social Responsibility Committee and Risk Management
Committee. The composition, as well as meetings and other details of these committees have
been given in the Report on the Corporate Governance forming part of the Annual Report.
26. CORPORATE GOVERNANCE
A separate report on Corporate Governance is annexed as part of the Annual Report along
with the Auditor's Certificate on its compliance.
27. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review, as stipulated
under SEBI Listing Regulations, is annexed herewith which forms part of this report.
28. VIGIL MECHANISM / WHISTLE BLOWER POLICY AND MECHANISM
The Board of Directors has adopted Whistle Blower Policy. The Whistle Blower Policy
aims for conducting the affairs in a fair and transparent manner by adopting highest
standards of professionalism, honesty, integrity and ethical behavior. All permanent
employees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethical
behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also
provides for adequate safeguards against the victimization of employees who avail of the
mechanism and allows direct access to the Chairperson of the audit committee in
exceptional cases. The policy is uploaded on website of the Company at
https://seil.co.in/uploads/ 3742-Whistle_Blower_Policy.pdf
29. BOARD EVALUATION
The Board evaluated the effectiveness of its functioning, of the Committees and of
individual Directors, pursuant to the provisions of the Companies Act, 2013 and the SEBI
Listing Regulations.
The Board sought the feedback of the Directors on various parameters including:
Degree of fulfillment of key responsibilities towards stakeholders (by way of
monitoring corporate governance practices, participation in the long-term strategic
planning, etc.);
Structure, composition and role clarity of the Board and Committees;
Extent of co-ordination and cohesiveness between the Board and its Committees;
Effectiveness of the deliberations and process management;
Board/Committee culture and dynamics; and
Quality of relationship between Board Members and the Management.
The above criteria are based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 05, 2017.
The Chairman of the Board had one-on-one meetings with the Independent Directors
('IDs') and the Chairman of NRC had one-on-one meetings with the Executive and
Non-Executive, Non-Independent Directors. These meetings were intended to obtain the
Directors' input on effectiveness of the Board/ Committee processes. In a separate meeting
of IDs, the performance of the Non-Independent Directors, the Board as a whole and the
Chairman of the Company were evaluated, taking into account the views of Executive
Director and other Non-Executive Directors.
The NRC reviewed the performance of the individual directors and the Board as a whole.
In the Board meeting that followed the meeting of the Independent Directors and the
meeting of NRC, the performance of the Board, its committees, and individual Directors
were discussed.
30. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review,
Shri Bavineni Suresh (DIN: 00181832) and Shri Veeramachaneni Venkata Krishna Rao (DIN:
00206884) retired and re-elected at the last Annual General Meeting of the Company held on
September 27, 2024.
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Mohit
Sai Kumar Bandi (DIN: 07410118) will be retiring by rotation at the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. Accordingly, the
resolutions seeking the approval of the members for the said re-appointments have been
incorporated in the Notice of the Annual General Meeting.
Mr. Shyam Jagetiya (DIN: 02581262) as Nominee Director of the company resigned with
effect from April 1, 2024 due to pre-occupancy, and there is no other reason for
resignation.
On the basis of recommendation of the Nomination and Remuneration Committee, the Board
of Directors of the Company in their meeting held on May 03, 2024, has approved the
appointment of Mr. Ram Mohan Nagoji (DIN 02895361) as Nominee Director of the Company with
effect from May 03, 2024, pursuant to the nomination received from the M/s. Vishwa Samudra
Holdings Private Limited, Investor of the company and the Company has obtained approval of
shareholders by way of Ordinary resolution was taken through Postal ballot dated
27.07.2024.
On the basis of recommendations of the Audit Committee and the Nomination and
Remuneration Committee, the Board appointed Mr. M Mallikarjuna Rao, DGM Accounts, as an
Interim CFO (Chief Financial Officer) of the Company with effect from May 03, 2024.
Mr. Veeramachaneni Venkata Krishna Rao (DIN: 00206884) and Mr. Bavineni Suresh (DIN:
00181832) as Non-Executive - Non-independent Directors of the company resigned with effect
from the closing business hours on October 15, 2024 due to personal reasons and
preoccupations only, and there is no other reason for resignation.
On the basis of recommendation of the Nomination and Remuneration Committee, the Board
of Directors of the Company in their meeting held on December 18, 2024, has approved the
appointment of Mr. Subbarao Venkata Munnang (06495576) as Additional Independent Director
of the company with effect from December 18, 2024, and the appointment was subsequently
approved by the shareholders through a special resolution passed at the Extraordinary
General Meeting (EGM) held on January 10, 2025.
Mr. M. Mallikarjuna Rao resigned from the position of Interim Chief Financial Officer
(CFO) of the Company with effect from December 18, 2024. His resignation was tendered to
facilitate the appointment of a full-time CFO. He continues to serve as General Manager -
Accounts of the Company. There are no other material reasons for his resignation.
On the basis of recommendations of the Audit Committee and the Nomination and
Remuneration Committee, the Board of Directors at its meeting held on December 18, 2024,
appointed Mr. Brahmaiah Telaprolu as the Chief Financial Officer (CFO) of the Company with
effect from December 18, 2024, in accordance with the provisions of Section 203 of the
Companies Act, 2013 and the applicable rules made thereunder.
Mr. Ramineni Ramachandra Rao (DIN: 00226945), Mr. Kodali Krishna Rao (DIN: 00382726),
and Mr. Siva Prasad Chivukula (DIN: 01904785) as Non-Executive - Independent Directors of
the company resigned with effect from December 31, 2024 due to completion of their second
term of appointment, and there is no other reason for resignation.
Mrs. Sujata Chattopadhyay (DIN: 02336683), as Non-Executive - Independent Director of
the company resigned with effect from March 27, 2025 due to completion of their second
term of appointment, and there is no other reason for resignation.
31. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The company's policy on directors' appointment and remuneration and other matters
provided in Section 178 (3) of the Act have been disclosed in the Corporate Governance
Report. Under Section 178 (3) of the Companies Act, 2013, the Nomination and Remuneration
Committee of the Board has adopted a policy for nomination, remuneration and other related
matters for Directors and Senior Management Personnel. A gist of the policy is available
in the Corporate Governance Report. Company's Policy on Directors Appointment and
Remuneration including criteria for determining qualification, positive attributes,
independence of directors and other matters provided under section 178(3) of the Companies
Act, 2013 is also placed at the website of the Company at
https://seil.co.in/uploads/6225-Nomination_and_Remuneration_Policy.pdf
32. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Financial Control System, commensurate with the size, scale
and complexity of its operations. The Board of Directors of the Company is responsible for
ensuring that Internal Financial Control has been laid down by the Company and that such
controls are adequate and operating effectively. The internal financial control framework
has been designed to provide reasonable assurance with respect to recording and providing
reliable financial and operational information, complying with applicable laws,
safeguarding assets from unauthorized use, executing transactions with proper
authorisation and ensuring compliance with corporate policies.
The scope and authority of the Internal Auditor is well defined in the company. To
maintain its objectivity and independence, the Internal Auditor reports to the Chairman of
the Audit Committee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal
control systems in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company. Based on the report of Internal
Auditor, process owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and corrective actions suggested
are presented to the Audit Committee.
33. MAINTENANCE OF COST RECORDS
The Company is required to maintain cost records of the Company as specified under
Section 148(1) of the Companies Act, 2013. Accordingly, the Company has properly
maintained cost records and accounts during the financial year ended 31.03.2025.
34. PARTICULARS OF EMPLOYEES
The ratio of remuneration of each director to the median of employees' remuneration as
per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the
Board's report enclosed as Annexure- 5.
During the financial year 2024-25, there were no employees in the Company whose details
are to be given pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
35. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There were no such instances of frauds reported by the Statutory Auditors under
Sub-section 12 of Section 143 of the Companies Act, 2013 along with the Rules made there
under.
36. SECRETARIAL STANDARDS
The Company has devised proper 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.
37. UNCLAIMED SUSPENSE ACCOUNT/ESCROW ACCOUNT:
In accordance with the procedure laid down in Schedule VI to the SEBI Listing
Regulations, the Company has transferred unclaimed shares of Equity shareholders
(previously GSAL Shareholders) into one folio in the name of "Steel Exchange India
Limited -Unclaimed Suspense Account" and maintain details of shareholders whose
shares are credited to the said Unclaimed Suspense Account.
Company is doing transfer of Equity shares in Dematerialised from to respected
shareholders of GSAL (India) Limited upon receipt of communication from time to time.
38. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
Your company incorporated a wholly owned subsidiary company SEIL (Hong Kong) Ltd on
02nd June, 2015 which was in dormant stage due to non-commencement of business operations
since its incorporation. Your company has closed SEIL (Hong Kong) Ltd and the same was
strike off by respective authority in the origin of the company. As on 31.03.2025, the
Company has no Subsidiary, Joint Venture or Associate Company.
39. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR;
There were no companies which have become its subsidiaries, joint ventures or associate
companies during the year.
After the closure of the financial year;
The company has incorporated a wholly owned subsidiary (WOS) on June 29, 2025 in the
Name and style of SEIL Infra Logistics Limited.
40. INSURANCE
All properties and insurable interests of the Company including building, plant and
machinery and stocks have been fully insured.
41. MATERNITY BENEFIT
During the year under review, the company complied with the provisions of the
Maternity“Benefit Act 1961 along with all the applicable amendments & undertook
necessary measures to“ensure compliance for all eligible employees.
42. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company. It is proposed to alter
objects as proposed in the Notice of AGM, to enter into business of Infra and Logistics.
43. THE 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 are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future
44. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;
There were no material changes that affecting the financial position of the company.
45. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Not Applicable
46. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE 2016:
During the financial year 2024-25, no applications under the Insolvency and Bankruptcy
Code, 2016 were filed by or against the Company before the National Company Law Tribunal
(NCLT) by any Financial Creditors. Further, there are no proceedings pending under the
Insolvency and Bankruptcy Code, 2016
47. BOARD POLICIES:
The details of the policies approved and adopted by the Board as required under the
Companies Act, 2013 and SEBI Listing Regulations are provided in Annexure - 6.
48. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Securities
and Exchange Board of India ('SEBI'), in May 2021, introduced new sustainability related
reporting requirements to be reported in the specific format of Business Responsibility
and Sustainability Report ('BRSR'). BRSR is a notable departure from the existing Business
Responsibility Report and a significant step towards giving platform to the companies to
report the initiatives taken by them in areas of Environment, Social and Governance.
Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to
transition to BRSR from FY 2024-25 onwards. Accordingly, we are glad to present our
inaugural BRSR for FY 2024-25 is given as Annexure - 7.
Your Company strongly believes that sustainable and inclusive growth is possible by
using the levers of environmental and social responsibility while setting targets and
improving economic performance to ensure business continuity and rapid growth.
49. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a Prevention of Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The company has complied with provisions relating to the
constitution of Internal Complaints Committee to redress complaints received regarding
sexual harassment. During the financial year 31st March, 2025, the company has not
received any complaints pertaining to sexual harassment.
50. DIRECTORS AND OFFICERS INSURANCE ('D&O')
As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, your
Company has taken D&O Insurance for all its directors and members of the Senior
Management.
51. INDUSTRIAL RELATIONS AND HUMAN RESOURCES
Your company believes that its employees are one of the most valuable assets of the
Company and the Board appreciates the employees across the cadres for their dedicated
service to the company and expects their continuous support and higher level of
productivity for achieving the targets set for the company. During the year under review,
the company organized various training programmes at all levels to enhance skills of
employees. The total employee strength is 1116 including Trainees as on 31st March, 2025.
52. OTHER DISCLOSURES:
Your directors state that no disclosure or reporting is required in respect of the
following items, during the period under review:
a) There was no issue of equity shares with differential voting rights as to dividend,
voting or otherwise etc.
b) There was no issue of shares (including sweat equity shares) to the employees of the
Company under any Scheme.
c) There was no instance of one-time settlement with any bank or financial institution.
53. ACKNOWLEDGEMENT
The Directors take this opportunity to place on record their sincere thanks to the
Banks and Financial Institutions, Insurance Companies, Central and State Government
Departments and the shareholders for their support and co-operation extended to the
Company from time to time. Directors are pleased to record their appreciation of the
dedicated services of the employees and workmen at all levels.
On behalf of the Board of Directors |
Sd/- |
For Steel Exchange India Limited |
B. Satish Kumar |
Place: Hyderabad |
Chairman and Managing Director |
Date: 03.09.2025 |
(DIN:00163676) |
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