Dear Members,
The Board of Directors of MSP STEEL & POWER LIMITED
("Company") is pleased to present the Fifty-sixth integrated Annual Report along
with Audited Financial Statements of the Company, for the financial year ended 31st
March 2025.
A. FINANCIAL RESULTS STANDALONE & CONSOLIDATED
( Rs. in Lakhs)
|
Standalone |
Consolidated |
| Particulars |
F.Y. 24-25 |
F.Y. 23-24 |
F.Y. 24-25 |
F.Y. 23-24 |
| Revenue from Operations |
2,90,524.78 |
2,87,385.40 |
2,90,524.78 |
2,87,385.40 |
| Other Income |
358.02 |
3,835.85 |
358.70 |
3,840.91 |
Total Income (A) |
2,90,882.80 |
2,91,221.25 |
2,90,883.48 |
2,91,226.31 |
Total Expenses (B) |
2,90,661.84 |
2,89,148.44 |
2,90,632.27 |
2,89,158.05 |
Profit/(Loss) Before Tax (C=A-B) |
220.96 |
2,072.81 |
251.21 |
2,068.26 |
Add/(Less): Exceptional Items (D) |
- |
- |
- |
- |
Share of Profit / (Loss) of Associates,
joint venture (E) |
- |
- |
5.03 |
1.09 |
| Income Tax for Earlier Years |
- |
- |
|
- |
| Deferred Tax |
3,091.94 |
633.91 |
3,092.18 |
634.71 |
Less: Tax Expenses (F) |
3,091.94 |
633.91 |
3,092.18 |
634.71 |
Profit/(Loss) for the Year (C-D+E-F) |
(2,870.98) |
1,438.90 |
(2,835.94) |
1,434.64 |
| Other Comprehensive Income/(Loss)(net of tax) |
167.70 |
(196.40) |
167.70 |
(196.40) |
Total Comprehensive Income |
(2,703.28) |
1,242.50 |
(2,668.24) |
1,238.24 |
B. PERFORMANCE- FY 24-25 On a Standalone basis, the revenue for the
Company for the FY 2024-2025 was H 2,90,524.78 Lakhs registering a growth of 1.09 % as
compared to the previous year's revenue of H 2,87,385.40 Lakhs. The
EBITDA for the year was 137,06.79 Lakhs, as compared to previous year
EBITDA of 16,377.03 lakh. The Net profit attributable to the owners of the Company for the
FY 2024-25 was Rs.(2870.98) lakh in comparison to H 1,438.90 lakh for the previous year.
From current year onwards, the Company has opted the option under
section 115 BAA of the Income Tax Act,1961, introduced by the Taxation Laws (Amendment)
Act, 2019 which gives irreversible option for payment of income tax at reduced rate
subject to certain conditions. In view of above, Minimum Alternative Tax (MAT) credit of H
2,648.71 lakhs accounted for in earlier years has been reversed during the quarter ended
31st March, 2025 and deferred tax asset/liability also has been
measured/remeasured at the tax rates specified under new regime.
This change in the tax regime has resulted in the Company reporting a
negative Profit after Tax for the quarter ended 31st March, 2025, leading to a
loss in the annual financial statements for the FY 2024-25.
On a Consolidated basis, the revenue for the Company for the FY
2024-2025 was H 2,90,524.78 lakh, registering a growth of 1.09% as compared to the
previous year revenue of H 2,87,385.40 Lakhs. The EBITDA for the year was H
137,49.24 lakh, as compared to previous year EBITDA of Lakhs H 16,378.58 Lakhs. The Net
profit attributable to the owners of the Company for the FY 2024-25 was (H 2,835.48) lakh
in comparison to H 1,435.87 lakh for the previous year. The Profit After Tax was (2835.94)
Lakh in comparison to H 1,434.64 lakh. The company has achieved turnover of H 2,90,524.78
lakh during FY 2024-25.
During the year under review, the Company continued its focus on
judicious fund management, including timely repayment of loans along with interest
obligations. The Company also undertook proactive planning for future fund-raising
activities to support its growth objectives.
As a part of the Restructuring Package previously approved under S4A
i.e Scheme for Sustainable Structuring of Stressed Assets by Reserve Bank of India, the
Company had issued 451,970,554 Optionally Convertible Debentures (OCDs), which were
converted into equity shares following the receipt of listing and trading approvals from
the National Stock Exchange and the Bombay Stock
Exchange. Consequently as on 31st March, 2025, there were no
outstanding OCDs pending to be converted/redeemed by any Lenders under Restructuring
Package.
1. CHANGE IN THE NATURE OF BUSINESS
There was no change in business of the Company during the financial
year ended 31st March 2025.
2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, as stipulated under
Regulation 34 of SEBI Listing Regulations forming part of this report has been given under
separate section.
3. DIVIDEND
For the financial year under review, your Company has not recommended
any dividend at the forthcoming Annual General Meeting (AGM) for the year ended 31st
March 2025. The decision was made to utilize the surplus for the future growth of the
Company.
Dividend Distribution Policy:
In terms of the provisions of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a
Dividend Distribution Policy which is accessible at the Company's website at www
.mspsteel.com/ about-us/corporate-policies
4. TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve
Account during the financial year ending 31st March, 2025.
5. OPTIONALLY CONVERTIBLE DEBENTURES (OCD)
The aggregate outstanding amount of OCDs of the Company as on 31st
March 2025 was NIL as H 4,519,705,540/- consisting of 451,970,554 OCDs of face value of
H 10/- each were converted into equity shares during the FY 2024-2025.
6. SHARE CAPITAL
Authorised Share Capital:
The Authorised Share Capital of the Company as on March 31, 2025: H
9,00,00,00,000 (Rupees Nine Hundred Crore).
Issued, subscribed and paid-up share capital Share Capital:
The issued, subscribed and paid-up share capital of the Company as on
31st March, 2025: H 5,69,90,96,450/- (Five Hundred Sixty Nine Crore
Ninety Lakhs Ninety-Six Thousand Four Hundred and Fifty only).
During the FY 2024-2025, there was no change in the Authorized Share
Capital of the Company whereas Paid-up Share Capital of the Company increased to H
5,69,90,96,450. The equity shares of the Company are listed on BSE Limited
("BSE") and National Stock Exchange of India Limited ("NSE")
7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
In line with Section 129(3) of the Act read with Companies (Accounts)
Rules, 2014, the Listing Regulations and in accordance with Indian Accounting Standards,
Consolidated Financial Statements (CFS) prepared by the Company includes financial
information of the Subsidiary, Joint Venture and their contribution to the overall
performance of your Company during the year under review. The statement containing the
salient features of our subsidiaries in the prescribed form AOC-1 is appended as Annexure-1
to the Director's Report and forms part of this report. The Statement provides the
detailed performance of the Subsidiaries including associate company and Joint venture.
The company has 2 subsidiaries and 1 Joint Venture Company as on 31st
March, 2025 as mentioned below :
1. MSP Cement Ltd - Wholly owned Subsidiary
2. Prateek Mines and Minerals Pvt Ltd - Subsidiary
3. Madanpur Southcoal company Ltd. - Joint Venture Company
Your Company has formulated a policy for determining Material
Subsidiary', in terms of the Regulation 16(c) of the Listing Regulations, as amended
from time to time. The said policy can be accessed on the Company's website at the
link: https://www.mspsteel.com/images/
corporate-policies/POLICY-FOR-DETERMINING-MATERIALITY-OF-EVENTS.pdf.
8. PUBLIC DEPOSITS
During the year ended 31st March, 2025, the Company had not
accepted any public deposits and no amount on account of principal or interest in public
deposits was outstanding as on 31st March, 2025.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has disclosed the full particulars of the Loans given,
Investments made, or Guarantees given or Security provided as required under Section 186
of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 in the notes to financial
statements forming part of the Annual Report. Investments made or Guarantees given or
Security provided are within the limit as prescribed under Section 186 of the Companies
Act, 2013.
10. CORPORATE GOVERNANCE Your Company is committed to upholding the
highest standards of corporate governance and ensuring full compliance with the corporate
governance requirements as prescribed under the SEBI Listing Regulations.
A Certificate from the Secretarial Auditor confirming compliance with
the conditions of corporate governance is annexed to the Report on Corporate Governance,
which forms part of this Annual Report.
11. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
The Company does not fall under the top 1000 listed companies based on
the market capitalization as on 31st December 2024 Therefore, the BRSR as
stipulated under Regulation 34(2) (f) of the Listing Regulations is not applicable to the
Company for the FY 2024-2025.
12. ANNUAL RETURN
As per Provision of Section 92(3) read with section 134(3)(a) of the
Companies Act, 2013, copies of the Annual Return of the Company prepared in accordance
with Section 92(3) of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 are placed on the website of the Company and are accessible at
the web-link https://www.mspsteel.com/investors/ annual-report-and-returns/annual-returns
13. DIRECTORS & KEY MANAGERIAL PERSONNEL Your Board of
Directors comprises a balance mix of Executive as well as Non-Executive Directors
including the women directors. Directors have rich experience and expertise across a range
of fields such as corporate finance, strategic management, accounts, legal, marketing,
brand building, social initiative, general management, and strategy. All Independent
Directors meet the criteria of independence as prescribed under section 149 (6) of the
Companies Act, 2013. All other Directors are liable to retire by rotation as per the
provisions of the Companies Act, 2013, except Independent Directors appointed to the
Board.
Appointment/Re-appointment/Cessation of the Directors
Appointment as Joint Managing Director:
The Board of Directors of the Company at its meeting held on 08th
August, 2024, based on the recommendation of the NRC and based on his performance
evaluation, and according to the provisions of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 appointed Mr. Manish
Agrawal as the Joint Managing Director with effect from 12th August, 2024 and
the same has been approved in 55th AGM.
Re-appointment of Managing Director:
The Board of Directors of the Company at its meeting held on 08th
August, 2024, based on the recommendation of the NRC and according to the provisions of
the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 re-appointed Mr. Saket Agrawal as the Managing Director with effect
from 14th November, 2024 for a period of five consecutive years and the same
has been approved in 55th AGM.
Re-appointment of Independent Director:
The Board of Directors at its meeting held on 14th August
2024, based on the recommendation of the Nomination and Remuneration Committee, and based
on her performance evaluation re-appointed Mrs. Suneeta Mohanty as Non-Executive
Independent Director w.e.f., conclusion of 55th AGM and the same has been
approved in 55th AGM.
Resignation of Independent Director:
Mr. Prateek Bansal resigned from the post of Independent Director of
the Company with effect from 12th August 2024 due to other commitments. The
Board places on record its appreciation for the invaluable contribution and guidance
provided by him to the Company over the years.
Cessation of Independent Director:
The Board of Directors at their meeting held on 14th August
2024, noted the cessation of Mr. Navneet Jagatramka and Mr. Ashok Kumar Soin, as
Independent Directors of the Company w.e.f. the conclusion of 55th AGM, with
respect to completion of their second and final term of five consecutive years.
Appointment of Independent Director:
The Board of Directors at its meeting held on 8th August
2024, based on the recommendation of the Nomination and Remuneration Committee, approved
the appointment of Mr. Anubhav Goenka, Mr. Pranab Kumar Chakrabarty and Mr. Pramode Kumar
Pandey as an Additional Director in the category of Non-Executive Independent Director
w.e.f., 8th August 2024 and the same has been approved in 55th AGM.
Declaration by Independent Director
Pursuant to the provisions of Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) of the SEBI Listing Regulations, the Independent Directors have
submitted declarations that each of them meets the criteria of independence. There has
been no change in the circumstances affecting their status as independent directors of the
Company In the opinion of the Board, all Independent Directors possess requisite
qualifications, experience, expertise and hold high standards of integrity required to
discharge their duties with an objective independent judgment and without any external
influence. The list of key skills, expertise and core competencies of the Board, including
the Independent Directors, forms a part of the Corporate Governance Report of this
Integrated Annual Report.
None of the Directors on the Board of your Company are disqualified for
being appointed as a Director as specified under Section 164(2) of the Act read with Rule
14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014 or
applicable regulations of the Listing Regulations.
Key Managerial Personnel Key Managerial Personnel Pursuant to the
provision of Section 2(51) and Section 203 of the
Act, read with Rules framed thereunder, the Key Managerial Personnel of
the Company are Mr. Saket Agrawal Managing Director; Mr. Manish Agrawal- Joint
Managing Director; Mr. Kamal Kumar Jain Chief Financial Officer; Ms. Shreya Kar
Company Secretary & Compliance Officer as on 31st March, 2025.
14. DETAILS OF BOARD AND COMMITTEE MEETINGS
1. Committees of the Board
In order to align the prospects of the Company with focused attention
on the business and for better governance and accountability, the Board has constituted
the Committee as required under Companies Act, 2013 and SEBI Listing Regulation.
The Details of the change in composition of the
Committees,itstermofreferenceandnumberof meetings held and attendance in the meetings
during the FY 2024-2025, have been disclosed separately in the Corporate Governance Report
section of this Annual Report.
2. Meetings of the Board of Directors & Independent
Directors
During the year under review, 17 meetings of the Board of Directors
were held. The details of the meetings of the Board of Directors of the Company held and
attended by the Directors during the FY 2024-25 are given in the Corporate Governance
Report forming part of this Integrated Annual Report.
The Independent Directors of the Company should meet at least once in
the year pursuant to the requirements of Schedule IV of the Act and Regulation 25 of the
Listing Regulations. Two meetings were held on 14th August 2024 & 13th
February 2025 without the attendance of non-independent directors and members of the
management.
15. BOARD EVALUATION
The Company has established a policy for evaluating the performance of
the Board, its committees, and individual Directors, including both Non-executive and
Executive Directors. It is considered good governance practice.
As per the evaluation process outlined by the NRC, the Board conducted
its annual performance evaluation of the Board itself, its committees, and individual
Directors. Additionally, the independent directors performed an annual evaluation of the
Chairman, the non-independent directors, and the Board as a whole. The Chairman of each
Committee presented the evaluation report to the respective Committee members. The Board
then assessed the performance of each Committee based on these evaluation reports. A
consolidated performance evaluation report was provided to the Chairman of the Board for
his review and to offer feedback to each Director. The Evaluation process increases Board
effectiveness and maximize strengths and tackle weaknesses.
16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, a statement showing the names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said rules and the disclosures
relating to remuneration and other details, is annexed as Annexure3 to this
report.
17. NOMINATION & REMUNERATION POLICY
In accordance with Section 178(3) of the Act and Regulation 19 of the
Listing Regulations, the Company has implemented a Nomination & Remuneration Policy.
This policy outlines the guiding principles, procedures, and criteria for the selection
and appointment of Directors, Key Managerial Personnel, and Senior Management Personnel.
It includes criteria for determining qualifications, positive attributes, the independence
of Directors, and the remuneration of Directors, Key Managerial Personnel, Senior
Management Personnel, and other Employees.
Details of the policy are included in the Report on Corporate
Governance, which forms part of the Annual Report. The policy is also available on the
Company's website at the following link: https://
www.mspsteel.com/about-us/corporate-policies
18. CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) Committee has been constituted in
accordance with Section 135 of the Companies Act, 2013.
The Company is committed to enhancing the quality of life in
communities through sustainable and inclusive CSR initiatives. Guided by our CSR Policy,
the Company undertakes various activities aimed at creating long-term value for all
stakeholders. The key features of our CSR Policy are detailed in the Annual Report on CSR
activities, which is annexed to the Board's Report. For more information, the full
CSR Policy is available on our website.
A detailed report on the Company's CSR activities is annexed
herewith as Annexure-2 to the Board's Report. The CSR policy is available on
the website of the Company at https://www.mspsteel.com/
images/corporate-policies/corporate-social-responsibility-policy.pdf.
19. RISK MANAGEMENT
The company has a comprehensive Risk Management framework to
proactively identify, assess, mitigate, minimize such expenses to the extent possible and
assure business growth financial stability and establish a structured and intelligent
approach to risk management in the Company. This framework encompasses strategic,
operational, financial, and compliance-related risks, ensuring that the company maintains
resilience in a dynamic business environment. Through regular risk assessments,
implementation of control measures, and continuous monitoring, MSP Steel and Power Limited
strives to safeguard its assets, uphold stakeholder interests, and ensure sustainable
growth. Additional details on the Company's risk management process are provided in
the Management Discussion & Analysis Report, which forms part of the Annual Report.
20. VIGIL MECHANISM/WHISTLE BLOWER
In compliance with the provisions of Section 177(9) of the Companies
Act, 2013 and Regulation 22 of the Listing Regulations, the Company has implemented robust
vigil mechanism which includes Whistle Blower Policy approved and adopted by Board of
Directors of the Company to report safe and supportive workplace for all employees and
associates and to avoid violation of the Company's Code of Conduct & Ethics.
The details of the Whistle Blower Policy are provided in the Corporate
Governance Report and is also available at on the website of the Company at the web-link:
https://www.mspsteel.com/about-us/ corporate-policies
21. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN
AT THE WORKPLACE
Your company provides a safe and supportive workplace for all employees
and associates. The Company strictly enforces a zero-tolerance policy
towardssexualharassment.TheCompanyisdedicated to promote equal employment opportunities
and fostering a healthy environment free from prejudice, gender bias, and harassment at
the Workplace. We uphold the principles of dignity and respect for all employees in every
aspect of our operations.
In accordance with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 ("POSH Act"),
the Company has formulated a comprehensive Policy on Prevention of Sexual Harassment at
Workplace across locations to redress complaints received regarding sexual harassment.
However, during the year under review in relation to Sexual Harassment
of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013 the Company:
Number of sexual harassment complaints received: NIL
Disposed off during the year: NIL
The number of cases pending for a period exceeding ninety days: NIL
22. MATERNITY BENEFIT COMPLIANCE
The Company is in compliance with the provisions of the Maternity
Benefit Act, 1961. All eligible female employees are granted maternity benefits in
accordance with the provisions of the Act, including paid maternity leave, nursing breaks
and protection from dismissal during maternity leave. No instances of noncompliances were
observed during the review period.
23. PARTICULARS OF CONTRACTS AND ARRANGEMENT WITH RELATED PARTY
TRANSACTIONS & POLICY
The Company would like to confirm that all related party transactions
were reviewed and approved by the Audit Committee in accordance with the Company's
Policy on Dealing with Materiality of Related Party Transactions, as well as the related
party framework that the Company has formulated and adopted. The policy is available on
the Company's website at Corporate Policies
All related party transactions which were in the ordinary course of
business and on arm's length basis, of repetitive nature entered during the financial
year were approved by the Audit Committee Hence, requirement of form AOC-2 pursuant to sec
134(8) (A) of The Company's Act 2013 read with Rule 8(2) of the companies (Accounts)
Rules, 2014 is not applicable to the company
Details of the related party transactions, as per Ind AS-24, have been
disclosed in the notes to the standalone/consolidated financial statements forming part of
the Annual Report 2024-2025. Additionally, disclosures of related party transactions on a
consolidated basis, in the format specified by the relevant accounting standards, have
been submitted to the stock exchanges. These disclosures can be accessed on the
Company's website at https://www.mspsteel.com/investors/ s t o c k - e x c h a n g e
- c o m p l i a n c e s / r e l a t e d -party-transaction
24. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, Board of
Directors of Company hereby confirms that:
1. Financial Statements: In the preparation of the annual
accounts for the financial year ended 31st March 2025, the applicable
accounting standards had been followed along with proper explanation relating to material
departures, if any.
2. Accounting Policies: The Directors had 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 at the end of the financial year and of the profit and loss of the company for
that period.
3. Internal Controls: The Directors had taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
4. Going Concern: The Directors had prepared the annual accounts
on a going concern basis.
5. Internal Financial Controls: The Directors had laid down
internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively.
6. Compliance with Laws: 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.
25. SECRETARIAL STANDARDS
The Company has complied with all the applicable provisions of
Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial
Standard on General Meetings (SS-2), issued by Institute of Company Secretaries of India.
26. LISTING ON STOCK EXCHANGES
The Company's shares are listed on Bombay Stock Exchange Limited
and the National Stock Exchange of India Limited.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The relevant information as required under subsection (3)(m) of Section
134 the Act read with Companies (Accounts) Rules, 2014 are given in Annexure-4 to
the Board's Report.
28. AUDITORS & AUDITOR'S REPORT
Statutory Auditors
M/s. Singhi & Co., Chartered Accountants, Kolkata, (Firm
Registration No. 302049E), Chartered Accountants, were appointed as Auditors of the
Company, for a term of 5 (Five) consecutive years, at the 55th Annual General
Meeting held on 17th September 2024 until the conclusion of the 60th
Annual General Meeting of the Company.
They had further confirmed that their appointment, if made, would be
within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that
they are not disqualified for appointment. Accordingly, the proposal was placed in the 55th
AGM held on 17th September, 2024 for their appointment as the Statutory
Auditors of the Company.
The provisions regarding rotation of auditors outlined in Section 139
and are further detailed in the Companies (Audit and Auditors) Rules, 2014, are applicable
to the Company financial year.
The Statutory Auditors' Report forms part of the Annual Report as
an integral part, it does not contain any qualification, reservation or adverse remark for
the year under review. There was no instance of fraud during the year under review to
report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed
thereunder.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and rules made
thereunder, the Company had appointed M/s. Bajaj Todi & Associates, Practising Company
Secretaries, (Membership Number ACS: 13216 COP: 3502) to undertake the Secretarial Audit
of the Company for the FY 2024-25, based on consent received from M/s. Bajaj Todi &
Associates.
The Secretarial Audit Report (MR-3) for the FY 2024-25 under the Act
read with rules made thereunder and Regulation 24A of the Listing Regulations, is set out
in Annexure5 to this Report However, the report does not contain any
qualification, reservation or adverse remarks.
Cost Auditor
The Company has maintained cost records as specified by the Central
Government under Section 148(1) of the Companies Act, 2013. Mr. Sambhu Banerjee, Cost
Auditor (Membership No. 9780), has carried out the cost audit for applicable products
during the FY 2024-25.
The Board of Directors of the Company, on the recommendation made by
the Audit Committee, have appointed Mr. Sambhu Banerjee, Cost Auditor (Membership No.
9780), as the Cost Auditors of the Company to conduct the audit of cost records of
products for the FY 2024-25 which has been approved in the 55th AGM.
29. REPORTING OF FRAUD
The Auditors of the company have not reported any fraud as specified
under Section 143(12) of the Act. Further, no case of Fraud has been reported to the
Management from any other sources.
30. INTERNAL FINANCIAL CONTROL AND INTERNAL AUDIT SYSTEM AND THEIR
ADEQUACY
The Company has adopted and implemented robust policies and procedures
for ensuring the orderly and efficient conduct of its business. The framework has been
meticulously designed to align with the size, scale, and complexity of our operations.
Its primary objectives include safeguarding our assets, ensuring
compliance with all relevant laws, preventing and detecting fraud, maintaining the
accuracy and completeness of our accounting records, and ensuring the timely preparation
of reliable financial disclosures.
The Company has documented its internal financial controls considering
the essential components of various critical processes, both physical and operational.
This includes its design, implementation and maintenance along with periodic internal
review.
31. SIGNIFICANT AND MATERIAL ORDERS
There are no such significant or material orders passed by the
regulators or courts or tribunals impacting the going-concern status of the company's
operation in future.
32. INVESTOR SERVICES
The Company along with its Registrar M/S KFin Technologies Limited
(KFintech) manages both physical and dematerialized(demat) work, as well as shareholder
correspondence, in accordance with SEBI directives for a common Registrar and Share
Transfer Agent. They have consistently strived to provide satisfactory service to our
investors.
33. LISTING FEES
The listing fees payable for the FY 2024-2025 have been paid to Bombay
Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE) within due date.
34. AWARDS AND RECOGNITIONS
Your company has received recognition from several esteemed
institutions, and we are proud to share some of the awards presented to us, during the
year under review:
1. Green Pro Awards
2. QuPID Award 2024
3. Recognized with 4.25 Star rating CII Eastern region ENCON Award 2024
4. 03 Safety Circle Teams Bag Awards at CCQC Bhilai chapter.
5. Society of engineers and Managers Award.
6. Jombay WOW Workplace Award.
7. Recognised as Most Trusted Brands of India' by Marksmen
daily
35. OTHER DISCLOSURES/REPORTING i) There are no material changes
and commitments affecting the financial position of the Company which have occurred
between the end of the FY 2024-25 and the date of this report. ii) There is no change in
the nature of business of the Company during the year under review. iii) The Company has
not issued equity shares with differential rights as to dividend, voting or otherwise. iv)
The Company has not issued any sweat equity shares to its directors or employees. v) There
was no revision of financial statements and the Board's Report of the Company during
the year under review. vi) No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the details of application made or any
proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
year along with their status as at the end of the financial year is not applicable. vii)
The requirement to disclose the details of difference between the amount of the valuation
done at the time of onetime settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof, is not applicable. viii)
The disclosure pertaining to explanation for any deviation or variation in connection with
certain terms of a public issue, rights issue, preferential issue, etc. is not applicable
to the Company. ix) The Company's securities were not suspended during the year under
review.
36. ANNEXURES FORMING PART OF THIS REPORT
The Annexures referred to in this Report and other information which
are required to be disclosed are annexed herewith and form part of this Report:
| Annexure |
Particulars |
| 1 |
FORM AOC-1 |
| 2 |
Corporate Social Responsibility for the F.Y.
2024-25 |
| 3 |
Statement of Disclosures on remuneration of
directors and employees of the Company |
| 4 |
Particulars of Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo |
| 5 |
Secretarial Audit Report |
37. CAUTIONARY STATEMENT
Certain statements in the Directors' Report and the Management
Discussion & Analysis (MD&A) section may constitute "forward-looking
statements" within the meaning of applicable securities laws and regulations. These
statements, which include projections, expectations, and forecasts regarding the
Company's objectives, future performance, and strategies, are based on current
beliefs and assumptions.
Actual results may differ materially from those expressed or implied
due to various factors, including but not limited to:
Global and domestic demand and supply conditions
Selling prices of finished goods
Availability and prices of inputs
Changes in government regulations and tax laws
Economic developments within the country and globally
The Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events, or
otherwise. Investors are cautioned not to place undue reliance on these statements.
38. ACKNOWLEDGEMENTS
Your directors extends its heartfelt appreciation to all employees for
their unwavering dedication, hard work, and commitment throughout the year. The Board
recognizes and values the passion, innovation, and resilience demonstrated by each member
of the team. Your directors would also like to express their appreciation for the
co-operation and assistance received from various authorities such as Government, banks
and other financial institutions, our vendors, suppliers, customers and all other
stakeholders during the year under review
|
For and behalf of the Board |
|
|
MSP STEEL & POWER LIMITED |
|
|
Suresh Kumar Agrawal |
Saket Agrawal |
| Date: 25th August 2025 |
DIN: 00587623 |
DIN: 00129209 |
| Place: Kolkata |
Chairman |
Managing Director |