Supershakti Metaliks Ltd Directors Report

To,

The Members,

production in products like Billets, Wire rods and HB wire which would help company to generate good revenue going forward.

No material changes and commitments affecting the financial position of the Company have occurred during the Financial Year and the date of this report.

Your Company is into the manufacturing of diversified products of secondary Steel through Induction Furnace route and currently operating a Steel Melting Section to produce semi-finished product (i.e. Billet) and Rolling Mill Section to produce Wire Rods, HB Wires, and Binding Wires etc. There has been no change in the nature of business of the Company during the Financial Year.

Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR"), the Dividend Distribution Policy is not applicable to our Company.

Credit Rating of the Company is ‘BBB+ Outlook: Stable for Long Term Bank Facilities and ‘A2 for Short Term Bank Facilities as assigned by CARE Ratings Limited.

All the Equity Shares of the Company are in Dematerialized Form with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE00SY01011.

The Company has not transferred any amount to the General Reserve for the Financial Year ended 31st March, 2024.

Cash and cash equivalents as at 31st March, 2024 were

Inventories. Other Working Capital parameters were kept under strict check through continuous monitoring.

During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. The Company has paid Listing Fees for the Financial Year 2024-25 to the Stock Exchange where its Equity Shares are listed.

The Board of Directors of the Company has Mr. Vijay Kumar Bhandari, Mr. Tuhinanshu Shekhar Chakrabarty and Mrs. Bhawna Khanna as the Independent Directors. The Company has received the necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their Independence laid down in Section 149(6) of the Act. In terms of Section 152 of the Companies Act, 2013 Mr. Deepak Agarwal (DIN: 00343812) 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 is disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary declaration has been obtained from all the Directors in this regard.

Below Table mentions the List of Directors and Key Managerial Personnel as on the date of this report:-

During the Financial Year 2023-24, total of Five (5) Meetings of the Board of Directors were held on; 22-05-2023; 18- 08-2023; 14-11-2023, 09-01-2024 and 19-02-2024. The

maximum time-gap between any two consecutive Meetings did not exceed 120 days.

The names of Members of the Board, their attendance at the Board Meetings are as under:

There are Four Board Committees as on 31st March, 2024 viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder Relationship Committee.

The Board has constituted the Audit Committee. The Board of Directors has accepted all the recommendations given by Audit Committee during the Financial Year 2023-24. During the Financial Year, Four (4) Audit Committee Meeting took place dated 22-05-2023; 18-08-2023; 14-11-2023 and 09-01-

2024. The composition and attendance of the Members at the Committee Meetings held during the year under review was as below:

The Board has constituted the Nomination and Remunera- tion Committee. The Nomination and Remuneration Com- mittee had One (1) Meeting during the Financial Year dated 09-01 2024. The composition and attendance of the Mem- bers at the Committee Meeting held during the Financial Year under review was as below:

The Board has constituted the Corporate Social Responsi- bility Committee. The Corporate Social Responsibility Com- mittee had One (1) Meeting during the Financial Year dated 08-04-2023. The composition and attendance of the Mem- bers at the Committee Meeting held during the Financial Year under review was as below:

The Board has constituted the Stakeholder Relationship Committee. The Stakeholder Relationship Committee had One (1) Meeting during the Financial Year dated 22-05-2023. The composition and attendance of the Members at the Committee Meeting held during the Financial Year under review was as below:

In accordance with Section 178 of the Companies Act, 2013 and other regulations as applicable. The Board of Directors has framed the policy which lays down a framework in relation to Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy is available on the Companys website www. supershaktimetaliks.com

The Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board has carried out an Annual Evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board and after seeking inputs from all the Directors based on the criteria such as the Board composition and structure, effectiveness of Board processes, information flow, frequency of meetings, and functioning etc. The performance of the Committees was evaluated by the Board and after seeking input from the Committee Members. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors based on the criteria such as the contribution of the individual Director to the Board and Committee Meetings. The Chairman was also evaluated on the key aspects of his role. In a separate Meeting of Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

Your Company has in place a Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. All em- ployees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, your Directors have not received any complaint of sexual harassment from the IC. Moreover, there were neither any complaint pending at the beginning of the year nor were there any complaints that

remained pending as at the end of the year.

The Company places significant emphasis on recruitment, training and development of human resources, which assumes utmost significance in achievement of corporate objectives. The Company integrates employee growth with organizational growth in a seamless manner through empowerment and by offering a challenging workplace aimed towards realization of organizational goals. To this effect, your Company has a training center for knowledge sharing and imparting need based training to its employees. The Company also does a performance appraisal for its employees.

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013. Employees can 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.

It also provides for adequate safeguards against the victimization of Employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

The details of the Policy are posted on the website of the Company www.supershaktimetaliks.com.

The Company has a risk management policy which covers risk associated with financial assets and liabilities and identifies therein elements of risk, which in the opinion of the Board may threaten the existence of the Company.

The details of the Policy are posted on the website of the Company www.supershaktimetaliks.com.

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

The details of the Policy are posted on the website of the Company www.supershaktimetaliks.com

The details of the Policy are posted on the website of the Company www.supershaktimetaliks.com

During the Financial Year under review, all the Related Party Transactions were in the Ordinary Course of the business and at Arms Length Basis and hence provisions of Section 188 of the Companies Act, 2013 is not applicable. Related Party Transactions were placed before the Audit Committee for their approval. Related Party Transactions under Indian Accounting Standard–24 (IND-AS-24) are disclosed in the notes to the Financial Statement in Note No. 43 Related Party Transactions are disclosed in Annexure-1 in Form AOC-2 pursuant to clause (h) of Sub Section (3) of Section 134 read with Rule 8(2) of Companies (Accounts) rules, 2014 for which necessary Members approval are in place.

The details of the Policy are posted on the website of the Company www.supershaktimetaliks.com

The details of the Policy are posted on the website of the Company www.supershaktimetaliks.com

The Shareholders of the Company at their 9th Annual General Meeting (AGM), held on 29th September 2021 have appointed Singhi & Co. Chartered Accountants, Kolkata (FRN: ICAI – 302049E) as the Statutory Auditor of the Company, for a period of five years i.e. from the conclusion of 09th AGM till the conclusion of 14th AGM. The Companies Amendment Act, 2017 has done away with the ratification of Auditors appointment and the auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on Financial Statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

The Board, at its Meeting held on 05th August, 2022, has appointed Mr. Krishna Kumar Gupta (Assistant-Manager Audit) for conducting Internal Audit of the Company for Financial Year 2022-23 and onwards. The Companys Internal Audit system has been continuously monitored and updated to ensure that assets are safeguarded, established regulations are complied with and pending issues are addressed promptly.

The Company has in place adequate internal financial controls with reference to financial statements and such internal financial controls are operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

The adequacy and effectiveness of the internal financial controls are demonstrated by following the procedures as set out below: -

1. The internal controls have been designed to provide reasonable assurance with regard to recording and producing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance with corporate policies. The Company has a well-defined delegation of power with authority limits for approving revenue as-well-as expenditure. Processes for formulating and reviewing annual and long-term business plans have been laid down.
2. The Audit Committee periodically deliberates on the operations of the Company with the Members of the Management. It also sought the views of the Statutory Auditors, on the internal financial control systems.
3. The Audit Committee in consultation with the Internal Auditors formulates the audit plan, scope, functioning and methodology, which are reviewed every year, in a manner that they cover all areas of operation. The Internal Audit covers inter alia, monitoring and evaluating the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and adequacy of insurance coverage of all assets. Periodical Internal Audit Reports are submitted to the Audit Committee, to ensure complete in-dependence, which are then extensively deliberated at every Audit Committee Meeting in the presence of the Internal and External Auditors. Based on the review by the Audit Committee, process owners undertake corrective actions in their respective areas and consider suggestions for improvement. The Internal Auditors have expressed that the internal control system in the Company is robust and effective.
4. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.
5. The Companys financial records are maintained on

the ERP System which is effective and adequate in line with the size of its operations.

Pursuant to Section 148 of the Companies Act, 2013 read together with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company is required to carry out audit of the cost accounting records of the Company for every Financial Year. The Cost Audit report of your Company for the Financial Year ended 31st March, 2023 was filled on 18th August, 2023. The Auditors Report does not contain any qualification, reservation or adverse remark. Cost records as required to be maintained by the Company pursuant to an order of the Central Government are maintained.

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be men- tioned in this Report.

Managerial Personnel) Rules, 2014.

As per Regulation 27 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed on the SME platform (BSE). Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per Para (F) of Schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company do not have and is not required to have the Demat Suspense Account neither Unclaimed Suspense Account.

During the Financial Year 2023-24, the Company has not accepted any deposit within the meaning of Sections 73 and 76 of the Companies Act 2013, read together with the Companies (Acceptance of Deposits) Rules, 2014.