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EQUITY - MARKET SCREENER

SRU Steels Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
540914
INE425C01017
11.1977961
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
17.71
12.53
EPS(TTM)
Face Value()
Div & Yield %
0.59
10
0.64
 

As on: Apr 23, 2024 11:28 PM

To, The Members,

Yours Directors have pleasure in presenting the Twenty-Eighth (28th) Annual Report on the business and operations of your Company together with the audited accounts for the financial year ended March 31, 2023.

1. Financial Summary/ Performance of the Company:

PARTICULARS

For the financial year ended March 31, 2022

For the financial year ended March 31, 2021

Revenue from Operation

1,57,865

1,40,994

Other Income

9,299

9,520

Total Revenue

1,67,164

150,514

Total expenditure before

1,53,579

1,44,894

finance cost, depreciation
Profit before Finance

13,585

5,620

Cost and Depreciation
Finance Cost

3,149

1,452

Depreciation

987

1,060

Profit before

9,447

3,108

Exceptional Item & Tax
Exceptional Item

Nil

Nil

Profit before Tax

9447

3,108

Less: Current Tax

2,512

884

-

-

(49)

(76)

Earlier period Tax

6,989

2,300

Expense
Deferred Tax

Nil

Nil

Profit For the Year

6,989

2,300

Other Comprehensive Income
Basic

0.87

0.29

Diluted

0.87

0.29

2. Dividend

Your Directors are pleased to inform your that the company during the year under the review has declared the first interim dividend for the financial year 2022-23, of Rs. 0.10/- Per Equity Share each (i.e. 1% on

Rs. 10 fully paid up share) in its board meeting held on 10th March, 2023. The above Interim dividend has been made in compliance with

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

3. Transfer to Reserves

During the year under the review your company has declared dividend from the general reserves of the Company Your Company has transferred a sum of Rs.6,986 to the General Reserves. The total Reserves and Surplus as at March 31, 2023 was Rs.53,015

4. Operations Review and the state of affairs of the Company

During the year under the review your Company focuses on achieving milestone in the same area. This would strengthen the generation and sustainability of revenue in the years to come. Your Company achieved total revenue of Rs 1,57,865/- in 2022-23 as against Rs 1,40,994- in

2021-22 and earned a profit ofRs. 6,986/- in 2022-23 as against Rs. 2,300 /- in 2021-22 registering a growth of 200% as compared to the previous year profit.

5. Nature of Business

Your Company continues to operate only in one segment i.e. in the business of all kinds of varieties of steels, stainless steels, mild steels, carbon iron steel and acting as consignment agent and there is no change in the nature of business of the company.

6. Share Capital/ Capital Structure and Listing of Share

The Authorised Share capital of the Company as at 31st March, 2022 was Rs. 95,000,000/- divided into 9,500,000 equity shares of Rs. 10/- each.

The Paid up Share Capital of your Company as on 31st March, 2022 was Rs. 79,919,000 divided into 7,991,900 equity shares of Rs. 10/- each. During the year under review, your Company has not issued any shares.

The Company's equity shares are listed with BSE Limited. The annual listing fee for the financial year 2022-23 is required to be paid to the

Stock Exchange.

However, the company in its Board meeting held on 10th March, 2023 has passed a resolution for increase in the authorized share capital of the company from Rs. 95,000,000/- divided into 9,500,000 equity shares of Rs. 10/- each to Rs. 12,50,00,000 divided into 1,25,00,000 equity shares of Rs. 10/- each. subject to the approval of the shareholders of the company through postal ballot.

The Board of Directors of the Company at their meeting held on March

10, 2023 approved the issue of Bonus Equity Shares in ratio of ‘1(one) new equity share for every 2 (two) existing equity shares held', The members has approved the above resolution through postal ballot dated 14th April, 2023.

7. Material changes and commitments affecting the financial position of the Company

There has been no material Change and Commitment affecting the financial position of the company end of the financial year of the company to which the financial statements relate and the date of the report.

8. Subsidiaries, Associate Companies and Joint Venture

The Company is not required to consolidate its financial the year ended 31st March, 2023 as the Company does not have any subsidiaries, joint venture, or associate Companies.

9. Indian Accounting Standards (Ind As):-

The Ministry of Corporate Affairs (MCA) vide its notification in the

Official Gazette dated February 16, 2015, notified the Indian Accounting Standard (Ind As) and Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The Company has adopted Indian Accounting Standards (“Ind AS”) from April 01, 2017 (transition date to Ind AS is April 01, 2016) and the financial Statements have been prepared in accordance with recognition and measurement principal of Indian Accounting

Standards (“Ind AS”) as prescribed under the Companies (Indian Accounting Standards) Rules, 2015, as specified in section 133 of the

Companies Act, 2013.

The Annual Accounts for the year ended 31st March, 2023 have also been prepared in accordance with Indian Accounting Standard (Ind

AS).

10. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company being engaged in the business of Trading of Stainless Steel and does not have any energy utilization or technology absorption. The Company during the year under review does not have any inflow or outflow in foreign exchange.

The Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo under Section

134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as “Annexure-I” and forms part to this report.

11. Board and Committee Meetings

During the financial year 2022-23, 8 (Eight) number of Board Meetings and 4 (Four) number of Audit Committee Meetings were held. For the details thereof kindly refer to the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. all directors and BoardMeetingdatesare agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

12. Annual Return

Pursuant to Section 92(3) readwithSection134(3)(a)oftheAct,the e consecutive years starting fromfiv draft copy of Annual Return as on March 31, 2023 is available on the Company's website at http://www.srusteels.in/annual_return.html

13. Directors & Key Managerial Personnel a) Retirement by Rotation

Pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, One- third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.

Consequently, Mr. Apoorv Agarwal. (DIN: 02763242), Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, he has offered himself for reappointment.

Necessary resolution for her re-appointment are included in the Notice of AGM for seeking approval of members. The Board of

Directors has recommended his re-appointment.

The details as required under Regulation 36(3) of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 regarding re-appointment of Mr. Apoorv Agarwal, his brief resume, the nature of expertise in specific functional areas, names of

Companies in which he hold Directorships, committee Memberships/ Chairmanships, his shareholding in the Company etc., are furnished in the annexure to the notice of the ensuing AGM. b) Appointment

1. Ms. Shallu Garg

Ms. Shallu Garg has been appointed by the Board of Directors of the Company as Company Secretary and Compliance Officer of the Company with effect from 27th March, 2023 on the recommendation of the Nomination and Remuneration Committee of the Company, pursuant to the provisions of SEBI

(Listing Obligations & Disclosure Requirements) Regulations, 2015 and pursuant to the provision of Section 2 (18) read with

Section 203 of the Companies Act, 2013 read with Companies

(Appointment and Remuneration) Rules, 2014

2. Mr. Anand Kumar Agarwal

Pursuant to the provisions of Sections 149, 150,152, 161,

Schedule IV and other applicable provisions, if any, of the

Companies Act, 2013 (“the Act”) read with Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Article of Association of the Company, on the approval and recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company approved the appointment of Anand Kumar Agarwal (DIN: 02459795) as Non-

Executive Independent Director of the Company, who has submitted a declaration confirming the criteria of Independence under Section 149 (6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the Listing Regulations, as amended from time to time and who is eligible for appointment, for a period

2023 to of

06thFebruary, 2028 and that he shall not be liable to retire by rotation.

The above mentioned appointment has been approved by the shareholders by passing resolution through postal ballot on 14th April, 2023.

3. Mr. Harshit Ambrish Shah

Pursuant to the provisions of Sections 149, 150,152, 161,

Schedule IV and other applicable provisions, if any, of the

Companies Act, 2013 (“the Act”) read with Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Article of Association of the Company, thereof for the time being in force), the Article of Association of the Company, on the approval and recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has approved the appointment of Mr. Harshit Ambrish Shah (DIN: 03133614) as

Non-Executive Independent Director of the Company, who has submitted a declaration confirming the criteria of Independence under Section 149 (6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the Listing Regulations, as amended from time to time and who is eligible for appointment, for a period years starting from 10thMarch, 2023 to of

09thMarch, 2028and that he shall not be liable to retire by rotation The above mentioned appointment has been approved by the shareholders by passing resolution through postal ballot on 14th April, 2023.

4. Mr. Surendra Deepchand Sharma

Pursuant to the provisions of Sections 149, 150,152, 161,

Schedule IV and other applicable provisions, if any, of the

Companies Act, 2013 (“the Act”) read with Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Article of Association of the Company, thereof for the time being in force), the Article of Association of the Company, on the approval and recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has approved the appointment of Mr. Surendra Deepchand Sharma (DIN:

03539486) as Non-Executive Independent Director of the

Company, who has submitted a declaration confirmingthe criteria of Independence under Section 149 (6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the Listing

Regulations, as amended from time to time and who is eligible for appointment, for a period of five consecutive years starting from

10thMarch, 2023 to 09thMarch, 2028and that he shall not be liable to retire by rotation The above mentioned appointment has been approved by the shareholders by passing resolution through postal ballot on 14th April, 2023. c) Cessation

1) Mr. Deepak Kumar

During the year under review, Mr. Deepak, has resigned from the post of Company Secretary Officer of the and Compliance

Company w.e.f November 05, 2022 and the Board places on record its appreciation for invaluable contribution and guidance during his tenure as Company Secretary and Compliance Officer of the

Company.

2) Pankaj Jain

During the year under review, Mr Pankaj Jain, Non- Executive

Independent Director has resigned from his post of the Company as Indepedndent Director and as the Member of Audit Committee, Nomination and remuneration Committee and Stakeholder elationship Committee w.e.f 07th September, 2022 and the Board places on record its appreciation for invaluable contribution and guidance during his tenure as Independent Director of the Company

3) Prem Prakash Agarwal

During the year under review, Mr Prem Prakash Agarwal, Non-

Executive Independent Director has resigned from his post of the Company as Indepedndent Director and as the Member of Audit Committee, Nomination and remuneration Committee and Stakeholder elationship Committee w.e.f 07th February, 2023 and the Board places on record its appreciation for invaluable contribution and guidance during his tenure as Independent Director of the Company

d) Woman Director

In terms of Section 149 of the Companies Act, 2013 read with

Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulation, 2015, the Company has appointed Ms Richa Singla (DIN: 00082722) who is serving on the

Board of the Company, since the year 2014.

14. Declaration from Independent Directors on Annual Basis

The company has received necessary declarations from all the

Independent Directors of the company under Section 149(7) of the Act confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015.

In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs (‘IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies

(Appointment & Qualification of Directors) Rules, 2014, as amended.

They are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Board.

The Board of Director are of the opinion that the independent director is a person of integrity and possesses relevant expertise and experience and his continued association as Director will be of immense benefit and in the best interest of the Company and there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

15. Policy on Directors' appointment and Policy on Remuneration

Pursuant to the provisions of Section 134 (3) (e) and Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI

(Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and senior management.

The salient features of the Policy are:

• It provides the diversity on the Board of the Company and

• It provides the mechanism for performance evaluation of the Directors

• It lays down the parameters based on which payment of remuneration (including sitting fees and remuneration) should be made to Independent Directors and Non-Executive Directors.

• It lays down the parameters based on which remuneration

(including fixed salary, benefits and perquisites, bonus/ performance linked incentive, commission, retirement benefits) should be given to Whole-time Directors, KMPs and rest of the employees.

• It lays down the parameters for remuneration payable to Director for services rendered in other capacity.

It is hereby affirmed that the Remuneration Policy of the Company. During the year under review, there were no substantive changes in the Policy except to align the Policy with amendments made to applicable laws. The Policy is available on the website of the Company at http://www. srusteels.in/pdfs/investor-policies/NRP.pdf

16. Particulars of remuneration of Directors/ KMP/ Employees

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as “Annexure-II”, forming part of this report.

Further in pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel), Amendment Rules, 2016, a statement showing the names and other particulars of the top ten employees and the employees drawing remuneration in excess of the limits set out in the said rules is enclosed as “Annexure-III” and forms part of this Report.

17. Evaluation of the Board's Performance

PIn terms of Companies Act, 2013 and SEBI Listing Regulations, there is requirement of formal evaluation by the Board of its own performance and that of its committees and individual directors. ed by the

The Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the

Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

The Board of Directors have carried out the annual evaluation of its own performance, the Individual Directors including the Chairman as well as the evaluation of the working of its Committees. The evaluation of Board as a whole and Non-Independent Directors including Chairman was done by the Independent Directors in their meeting held on 10th March, 2023. The details of evaluation process of the Board, its Committees and individual directors, including independent directors have been provided under the Corporate Governance Report which forms part of this Report.

18. Director's Responsibility Statement

Pursuant to Section 134(3) (c) and Section 134(5) of the Companies act, 2013, the Board of Directors of the Company hereby confirms and accepts the responsibility for the following in respect of the Audited

Annual Accounts for the financial year ended March 31, 2023:

a) That in the preparation of the annual accounts for the financial year ending 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) That the directors had selected the accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of paidisasperthe affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c) That the directors had 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; d) That the annual accounts/financial statements have been prepared on a going concern basis; e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. Auditors i. Statutory Auditor and their Report

Pursuant to the provisions of Section 139 of the Act, and rules made thereunder, M/s. Agarwal Mahesh Kumar & Co, Chartered

Accountants, Delhi (Firm Registration No. 014618N) were appointed as the Statutory Auditors of the Company for a period of five consecutive years, to hold the office from the conclusion of

24th Annual General Meeting up to the Conclusion of 29th Annual General Meeting held in the year 2024 at a remuneration as may of Directors or Audit Committee in be consultation with the Auditors thereof.

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under, the Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the

Company.

The Audit report on the financial statement of the Company the FY 2022-23 forms part of the Annual Report. There are no qualifications, reservations or adverse remarks or disclaimer made by M/s. Agarwal Mahesh Kumar & Co, Chartered Accountants, in their report for the financial year ended 31st March, 2023. Pursuant to Section 134 (3) (ca) during the year under review, the

Statutory Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the

Audit Committee or the Board or Central Government under

Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this report.. ii. Cost Auditors

In pursuant to Section 148(1) of the Companies Act, 2013 and rules and regulation made there under read with the Companies

(Accounts Rules) Amendment Rules, 2018, Cost audit is not applicable to the Company and therefore maintenance of cost records as specified under section 148(1) of the Act, is not required iii. Secretarial Auditors and Secretarial Audit Report

In terms of Section 204(1) of Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Anand

Nimesh & Associates, Company Secretaries, Delhi as the secretarial auditor of the Company for the financial year ending

31st March, 2023.

The Secretarial Audit Report submitted by M/s Anand Nimesh & Associates, Company Secretaries in prescribed format in MR-3 to the shareholders of the Company is annexed to this Report as

Annexure-IV”. iv. Internal Auditor

Pursuant to the provisions of the Section 138 of the Companies Act,2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), the Board of Directors on recommendation of Audit Committee appointed M/s Goel Vikas & Co., Chartered

Accountant as Internal Auditors of the company for the financial year 2022-23 and the report submitted by them was placed before the audit committee and Board of Directors.

It is hereby informed that Pursuant to the provisions of the Section

138 of the Companies Act,2013 and the rules made there under

(including any statutory modification(s) or re enactment thereof for the time being in force), the Board of Directors on recommendation of Audit Committee appointed M/s Goel Vikas & Co., Chartered Accountant as Internal Auditors of the company for the financial year 2022-23 at such remuneration as fixed

Board in consultation with Audit Committee.

20. Particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the to the financial statements.

21. Particulars of contract or arrangements with related parties referred to in Section 188(1)

With reference to Section 134 (3)(h) of the Act, all the contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were approved by the

Audit Committee and wherever required, also by the Board of Directors.

All related party transactions that were entered into during the financial year were on arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations.

The disclosure of material related party transactions as required under

Section 134(3) (h) of the Act in Form No. AOC-2 is annexed to this Report as “Annexure-V”.

All related party transactions are approved/ reviewed by the Audit Committee on quarterly basis, with all the necessary details and are presented to the Board and taken on record. The Board has formulated policy on Related Party Transactions and it may be accessed at the website of the company http://www.srusteels.in/pdfs/investor-policies/Policy-on-Related-Party-Transactions-2022.pdf

All the related party transactions under Ind AS-24 have been disclosed at to the standalone financialstatements forming part of this Annual

Report.

A confirmation as to compliance of Related

Listing Regulations is also sent to the Stock Exchanges along with the quarterly compliance report on Corporate Governance. Disclosure of related party transactions on a consolidated basis is also sent to the

Stock Exchanges after publication of standalone financial results for the half year.

22. Internal Financial Control

According to Section 134 (5) (e) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct business, including adherence to 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 information.

The Company believes that a strong internal control framework is very much essential and is part of good corporate governance practices.

Your Company has in place well defined and adequate internal financial control framework commensurate with the size and complexity of its business to ensure proper recording of financial & operational information, compliance of various internal control and other regulatory/statutory compliances. All internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on internal control

23. Risk Management Policy

Pursuant to the provisions of Section 134 (3) (n) of the Companies Act,

2013, the Company has put in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. In order to effectively and efficiently manage risk and address challenges, the Company has formulated Risk Management

Policy.

The risk management approach is based on the clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation reserves. The objective of any risk identification assessment process is to evaluate the combination of like hood and level of negative impacts from an event. The three main components of risk assessment are business risk, service/ operational risk and external risk. The Company manages the risk in line with current risk management best practices. This facilitates the achievement of our objectives, operational effectiveness and efficiency, protection of people and assets, informed decision–making and compliance with applicable law and regulations. The Board has formulated policy on

Risk Management Policy and it may be accessed at the website of the company at http://srusteels.in/pdfs/investor-policies/Risk%20 Managment%20Policy.pdf 24. Committees of Board (i) Corporate Social Responsibility (CSR) In pursuant to Section 135 of the Companies Act, 2013 read with

Companies (Corporate Social Responsibility Policy) Rules, 2014, Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupeesfive crore or more during the immediately preceding financial year shall constitute a Corporate Social

Responsibility Committee of the Board consisting of three or more Directors, out of which at least one director shall be an independent director.

During the year under review none of the condition as prescribed under Section 135 of the Companies Act, 2013 read with

Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the company; hence the provision is not applicable.

(ii) Audit Committee

Audit Committee of the Company meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the

SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015. The details of the composition of the Audit

Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report.

The terms of reference of Audit Committee are confined to Companies Act 2013 & Regulation 18 of the SEBI (Listing

Obligations and Disclosure Requirements), Regulations, 2015 read with Part-C of Schedule II.

During the year under review, the Board has accepted all the recommendations of the Audit Committee. The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this report.

(iii) Nomination and Remuneration Committee

The Company has formed the Nomination and Remuneration Committee in accordance with the provisions of the Section 178

Companies Act 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report forming part of this report.

(iv) Stakeholder Relationship Committee

The Company has also formed Stakeholder's Relationship Committee in compliance to the Companies Act, 2013 &

Regulation 20 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report forming part of this report.

25. Disclosure on Pubic Deposit

During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.

26. Managing the Risks of Fraud, Corruption and Unethical Business Practices Disclosure on Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism/ Whistle blower

Policy as a part of its vigil mechanism. The purpose of this Policy is to enable any person including the directors, employees, other stakeholders, etc. to raise concerns regarding unacceptable and improper practices and/or any unethical practices in the organization without the knowledge of the management.

All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud or violation of any law, rule or regulation, potential or actual violation, leakage of unpublished price sensitive information without fear of reprisal.

The Company believes in the conduct of its affairs and its constituents by adopting the highest standards of professionalism, honesty, integrity, and ethical behavior, in line with the Code of Conduct (‘Code').

All the stakeholders are encouraged to raise their concerns or make disclosures on being aware of any potential or actual violation of the

Code, policies or the law. Periodic awareness sessions are also conducted for the same.

The Board has formulated policy on Vigil Mechanism/ Whistle blower

Policy and the same may be accessed at the website of the Company i.e. http://srusteels.in/pdfs/investor-policies/Policy%20on%20 Vm%20&%20While%20Blowing.pdf 27. Significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and company`s operations in future

The Company has not received any significant passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company`s operations in future.

28. Corporate Governance

Good Corporate practice is a norm at SRU Steels Limited. The Company is committed to focus on long term value creation and protecting stakeholders' interests by applying proper care, skill and diligence to business decisions. Besides complying with the legal framework of

Corporate Governance Practices. As per the requirement of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 executed with the Stock Exchange(s), Your

Company has complied with the Corporate Governance norms as stipulated under the Listing Regulations. A detailed report on Corporate Governance forms part of this Annual Report.

29. Management Discussion & Analysis Report

As per requirements of Listing Regulations, a detailed review of the developments in the industry, performance of the Company, opportunities and risks, internal control systems, outlook etc. of the Company is given under the head Management Discussion and Analysis Report, which forms part of this Annual Report.

30. Sexual Harassment of Woman at work place

The Company has zero tolerance for sexual harassment at workplace and had in place policy on Prevention, Prohibition and Redressal of

Sexual Harassment for women at workplace in accordance with the requirements of Sexual Harassment of Women at Workplace(Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act') and Rules made thereunder. As per the requirement of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company has constituted Internal

Committees (IC). Our POSH Policy is now inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across genders including employees who identify themselves with LGBTQI+ community. During the year, company has not received any sexual harassment complaints. To build awareness in this area, the Company has been conducting induction/ refresher programmes in the organisation on a continuous basis. During the year, your Company organised offline training sessions on the topics of Gender Sensitisation and Code Policies including POSH for all office and

31. Independent Director's familiarisation Programme

The Company has formulated a programme for familiarization of Independent Director with regard to roles, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company etc. The details of the Familiarization

Programmes as conducted by the Company are available on the website of the Company at www.srusteels.in. However, during the year under review, there was no change in the nature of business of the company and its business vertical/structure/operational strategy, etc., e which would have necessitated fresh Familiarization Programme for

Independent Directors.

The details of familiarisation program may be accessed on the Company's website http://srusteels.in/pdfs/investor-policies/ Familirisation %20 Programme % 20for %20Indepdent%20

Directors.pdf 32. Secretarial Standards

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to

‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

33. Investor Services

To improve investor services, your Company has taken the following initiatives:-

• An Investor Relation Section on the website of the Company

(www.srusteels.in) has been created to help investors to know the policies and rights of investors.

• There is a dedicated e-mail id srusteels@yahoo.in for sending communications to the Company Secretary. Members may lodge their requests, complaints and suggestions on this e-mail as well.

34. Listing

The Company's equity shares are listed on BSE Limited (“BSE”) having nation-wide trading terminals. Annual listing fee for the Financial Year 2023-24 have been paid to BSE.

35. General

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review: a) Details relating to deposits covered under Chapter V of the Act. b) Issue of equity shares with differential rights as to dividend, voting or otherwise. c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. d) Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary. e) During the period No fraud has been reported by the Auditors to the Audit Committee or the Board.

- based employees. f) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. g) There was no instance of onetime settlement with any Bank or Financial Institution.

36. Appreciation

Your Company has been able to perform efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient profitabl utilization theCompany'sresourcesforsustainableand growth.

The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible.

PARTICULARS OF REMUNERATION

The information required under section 197 of the Act and the Rules made there-under, in respect of employees of the Company, is follows:-

(a) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Non - Executive Directors

Ratio of Median Remuneration

Mr. Naresh Kumar Garg, Chairman

-

Mr. Ashok Kumar Mahawar, Independent Director

-

Mr. Rajeev Mittal, Independent Director

-

Mr. Prem Prakash Agarwal, Independent Director

-

Mr. Pankaj Jain, Independent Director

-

Ms. Richa Singla, Director

-

Executive Directors
Mr. Apoorv Agarwal, Managing Director

3.26

Note: Mr. Naresh Kumar Garg, Chairman does not receive any remuneration or sitting fee from the Company.

(b) the percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year;

Name of Person

% Increase in remuneration

Name of Person

% Increase in remuneration

Mr. Naresh Kumar Garg, Chairman

-

Mr. Ashok Kumar Mahawar, Independent Director

-

Mr. Rajeev Mittal, Independent Director

-

Mr. Prem Prakash agarwal, Independent Director

-

Mr. Pankaj Jain, Independent Director

-

Ms. Richa Singla, Director

-

Mr. Apoorv Agarwal, Managing Director

-

Mr. Hitesh Laxmikant Somani, CFO

-

Mr. Deepak, Company Secretary#

-

# Mr. Deepak has resigned as Company Secretary of the Company w.e.f. 05th November, 2022

(c) the percentage increase in the median remuneration of employees in the financial year: -8.88% (d) the number of permanent employees on the rolls of company: 11

(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

The average increase in salaries of employees other than managerial personnel in 2022-23 was 6.14% as compared to average incerease in managerial remuneration which is -24.85%.

(f) The Company hereby affirm that the remuneration is as per the remuneration policy of the Company