FY2024-25
To,
The Members,
Gallantt Ispat Limited
The Board of Directors take pleasure in presenting the 21
st
Annual Report of Gallantt Ispat Limited (the Company) on businessess and operations of the Company along with the Audited Financial Statements for the financial year ended March 31, 2025.
1. CORPORATE OVERVIEW
The Company being incorporated in the year 2005 has come a long way to become one of the leading steel manufacturing companies in India. Factories of the Company are located at Samakhyali, Kutch District of Gujarat (hereinafter referred to as 'Gujarat Unit') and Sahjanwa, Gorakhpur, Uttar Pradesh (hereinafter referred to as 'Gorakhpur Unit'). The Company's registered office is also situated at Gorakhpur Industrial Development Authority (GIDA), Gorakhpur.
|
WORKING RESULTS
(' In Lakhs)
Particulars
|
Standalone
|
|
Consolidated
|
|
|
Financial Results
|
2024-2025
|
2023-24
|
2024-2025
|
2023-24
|
|
Revenue from operation
|
4,29,272.89
|
4,22,711.75
|
4,29,272.89
|
4,22,711.75
|
|
Other Operating Income
|
1,561.54
|
685.06
|
1,561.54
|
685.06
|
|
Finance Cost
|
2,199.28
|
2,820.30
|
2,199.28
|
2,820.30
|
|
Depreciation (including amortization)
|
11,996.25
|
11,552.75
|
11,996.25
|
11,552.75
|
|
Profit Before Tax
|
56,809.25
|
31,131.73
|
56,809.25
|
31,131.73
|
|
Tax Expenses (including Deferred Tax)
|
16,735.01
|
8,597.93
|
16,735.01
|
8,597.93
|
|
Profit After Tax
|
40,074.24
|
22,533.80
|
40,074.24
|
22,533.80
|
|
Share of Profit from Associate
|
-
|
-
|
-
|
1.06
|
|
Profit for the Period
|
40,074.24
|
22,533.80
|
40,074.24
|
22,534.86
|
2. FINANCIAL ACCOUNTING AND ADOPTION OF IND AS
The Financial Statements for the FY 2024-25 are prepared under Ind-AS notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as 'The Act') read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31,2025. The Notes to the Financial Statements adequately cover the Audited Statements and form an integral part of this Report. As mandated by the Ministry of Corporate Affairs, IND AS is applicable to the Company from the Financial Year commencing from April 01, 2017. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2025.
3. BUSINESS OPERATION AND PERFORMANCE REVIEW
Your Company is a steel manufacturing Company. It manufactures high quality steel products to cater the needs of the customers for use in the construction and infrastructure building through the deployment of robust processes and state of-the-art technology. The Company's high-quality products help customers to build strong constructions and gain competitive advantage.
During the FY 2024-25 Revenue from Operations stood at ' 4,29,272.89 Lakhs as against ' 4,22,711.75 Lakhs during the last FY 2023-24. The Profit before Interest, Depreciation and Taxation stood at ' 71,004.78 Lakhs as against ' 45,504.79 Lakhs in
the previous year registering a growth of 56.04%. The Net Profit after Tax for the year under review stood at ' 40,074.24 Lakhs as against ' 22,533.81 Lakhs in the previous year registering a remarkable growth of 77.84 %. Earnings per Share (EPS) stood at ' 16.61 (face value of ' 10/- each) for the financial year ended March 31, 2025. During the year Company's performance has been significantly higher as compared to the previous year especially in terms of profitability.
Such robust growth of the Company has been a result of several factors such as -
setting up of a Pellet Plant having capacity of 7,92,000 MT which helped to reduce cost of raw materials;
purchase of own railway rakes by the Company for transporting coal to the factory timely and cost effectively which led to reduction in freight cost which in turn has helped to improve the profitability;
Usage of modern technologies and state-of-the-art machineries with highly skilled workers resulting in efficient and increased production.
Further, the grant of composite licence for Todupura Iron Ore Block, District Karauli in Rajasthan having an area of 260.71 hectare and the total deposit of Iron Ore of 85.42 million ton shall ensure operational flexibility, easy availability and no dependency on international as well as domestic suppliers of Iron Ore for a period of 20-25 years (approximately). Owning and efficiently operating through captive Iron Ore mining, significant cost saving can be realised and sustained which, in turn, would surge the operating as well as net profit of the Company considerably in future.
|
4. PRODUCTION AT A GLANCE
Items
|
2024-25
|
2023-24
|
% of Change
|
|
|
Production
|
Sales*
|
Production
|
Sales*
|
Production
|
Sales*
|
|
Sponge Iron (M.T.)
|
7,53,542.14
|
7,55,045.93
|
7,70,024.59
|
7,71,715.58
|
(2.14%)
|
(2.16%)
|
|
M.S. Billets (M.T.)
|
8,54,630.20
|
8,51,724.86
|
7,94,654.02
|
7,91,714.42
|
7.55%
|
7.58%
|
|
M.S. Round Bar & Miss Rolled Bar (M.T.)
|
7,64,681.65
|
7,65,284.04
|
7,15,332.58
|
7,10,765.38
|
6.90%
|
7.67%
|
|
Iron Ore Pellet (M.T.)
|
5,99,050.00
|
5,98,706.02
|
4,59,705.00
|
4,37,026.22
|
30.31%
|
37.00%
|
|
Power Generation (KWH)
|
80,59,13,924.00
|
80,59,13,924.00
|
74,81,04,488.00
|
74,81,04,488.00
|
7.73%
|
7.73%
|
* Sales include captive consumption also.
5. DIVIDEND
Your Directors have recommended final dividend of ' 1.25 per equity share i.e. 12.5 % on equity shares of face value of '10/- each for the financial year ended on March 31, 2025. The dividend is subject to approval of the shareholders at the ensuing Annual General Meeting ('AGM') and will be paid to those shareholders whose names appear in the Register of Members as on close of September 20, 2025.
The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy. The dividend will be paid out of the profits for the year. Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [hereinafter referred to as 'the Listing Regulations/SEBI (LODR)'], the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at 'Investors' of the website of the Company i.e. www.gallantt.com and the same is annexed as
Annexure-I
.
With a view to retain some funds and utilize them for ongoing expansion, the Promoter and Promoter Group shareholders except a few Promoter Group Shareholders has voluntarily waived off/forgone their right to receive dividend.
The total dividend pay-out will be approximately ' 11,15,61,197.50 (Rupees Eleven Crores Fifteen Lakhs Sixty-One Thousand One Hundred Ninety-Seven and Fifty Paisa Only).
The dividend was recommended by the Board at its meeting held on May 21, 2025 and the duly signed form for waiving off/ forgoing right to receive dividend as received from the Promoter and Promoter Group Shareholders were taken on record.
As per the Income Tax Act, 1961, as amended by the Finance Act, 2020, dividend paid or distributed by the Company on or after April 01, 2020 has become taxable in the hands of the shareholders. Your Company shall therefore be required to deduct tax at source (TDS) at the time of making payment of the said Dividend after obtaining the approval of shareholders in the forthcoming AGM.
6. TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, your Company has not transferred any amount to the 'Reserves' for the year ended March 31, 2025.
7. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT (BRSR)
SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from Financial Year 2022-23 and your Company falls under the category of top 1,000 listed companies. The Company has adopted the BRSR compulsorily since financial year 2022-23 to provide enhanced disclosures on ESG practices and priorities of the Company.
In accordance with Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, Company is glad to present to you the 3
rd
Business Responsibility and Sustainability Report ('BRSR') for the financial year 2024-25 which forms part of the Annual Report and is attached as
Annexure - II
.
8. MANAGEMENT DISCUSSION & ANALYSIS REPORT
As per SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report for the year under review forms part of the Annual Report and is annexed herewith as
Annexure-III
.
9. CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate governance and set a benchmark in the global steel industry. The Company ensures that it adheres to good corporate practices and implements effective policies at all levels as well as respect the rights of the minority shareholders. Company ensures that the requirements of Corporate Governance as laid down in Regulation 27 of the SEBI (LODR) Regulations, 2015 are complied with, in letter and spirit.
Pursuant to SEBI (LODR) Regulations, 2015, the Corporate Governance Report along with the Certificate from a Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, forms part of the Annual Report.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory, Cost and Secretarial Auditors including Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's Internal Financial Controls were adequate and effective during the financial year 2024-25.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
In the preparation of annual accounts, the applicable accounting standards have been followed and there has been no material departure.(ii) The selected accounting policies were applied consistently and the Directors 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 the profit of the Company for the financial year ended March 31, 2025.
(iii) Proper and sufficient care has been taken 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.
(iv) The annual accounts have been prepared on a going concern basis.
(v) Sufficient internal financial controls have been laid down and such internal financial controls are adequate and were operating effectively, and
(vi) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.
11. PUBLIC DEPOSITS
The Company has not accepted or renewed any public deposits during the period under review. It has not accepted any deposits from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 and Rules made there under. Therefore, it is not required to furnish information in respect of outstanding deposits under non-banking, nonfinancial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.
12. DEBENTURES
During the financial year under review, the Company has not issued or allotted any Debentures and does not have any outstanding Debentures.
13. SHARE CAPITAL
As on March 31 2025, the Authorized Capital of the Company is ' 2,41,30,33,000/- (Rupees Two Hundred Forty-One Crores Thirty Lakhs and Thirty-Three Thousand Only) and the paid-up capital stands at ' 2,41,28,09,450/- (Rupees Two Hundred Forty-One Crores Twenty-Eight Lakhs Nine Thousand Four Hundred and Fifty Only) consisting of 24,12,80,945 equity shares of ' 10/- (Rupees Ten) each.
As on March 31, 2025 the issued, subscribed and paid-up Share Capital is ' 2,41,28,09,450/- (Rupees Two Hundred Forty-One Crore Twenty-Eight Lakhs Nine Thousand Four Hundred and Fifty only) divided into 24,12,80,945 Equity Shares of ' 10/- each.
During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31,2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company. The Company has paid Listing Fees for the financial year 2025-26 to each of the Stock Exchanges, where its equity shares are listed.
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION AND CHANGE IN BUSINESS
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this report.
The Income Tax Department has conducted a search operation in April, 2023. Pursuant to that, the Income Tax Department initiated the assessment for 7 (Seven) Assessment Years and has concluded the assessment till Assessment Year 2023-24 without any addition to the taxable income. However, assessment for the Assessment Year 2024-25 is in progress and the management is of the view that conclusion for the Assessment Year 2024-25 will be without any addition in the taxable income in line with the last previous years.
15. 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 material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operations. However, Members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.
16. FINANCIAL STATEMENTS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
Pursuant to the provisions of Section 129(3) of the Act, a statement containing performance & salient features of the financial statements of Company's Associate Companies in Form AOC - 1 is attached as
Annexure - IV
. The Company has no Subsidiary Company. Gallantt Medicity Devlopers Private Limited is an 'Associate' of the Company.
The accounts of the Associate Company are audited and certified by their respective Statutory Auditors for consolidation.
In accordance with Section 136 of the Act, the financial statements of the Associate Companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the AGM. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the CFS, and all other documents required to be attached to this report have been uploaded on the website of the Company at www. gallantt.com
17. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors confirm that the Company complies with the applicable Secretarial Standards on Meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed as
Annexure - V
to this Report.
19. BUSINESS GROWTH, OUTLOOK AND EXPANSION
Several key factors have influenced the robust growth of your Company. Your Directors believe that the Company has the potential to further scale up its business volumes and profitability and are in the process of identifying new avenues of growth and effective utilization of its existing resources. The infrastructure creation continues to be one of the major priorities of the State Governments as well as Government of India and thereby the infrastructure space is likely to see significant activity which augurs well for steel demand.
Your Company has a dedicated team of Management and Operating Personnel who have been instrumental in the growth of the business over the years.
Your Company has been constantly endeavouring for building the brand image of the Company PAN India. Shri Ajay Devgan, Bollywood Superstar, Film Director and Producer has been associated with the Company since 2021 as a Brand Ambassador. Mr. Devgan commands a huge mass fan following across all the age groups which in turn has helped the Company to pitch its products to all age groups. Mr. Devgan's endorsement of our products has helped to build the brand reputation of the Company manifold.
The pellet plant commissioned at the Gorakhpur unit having a capacity of 7,92,000 MT in July 2023 was operating at a capacity of 58% only but the during the FY 2024-25 Company has witnessed full capacity utilization. This in turn has helped to reduce the raw material cost which in turn led to improvement in profitability of the Company to a great extent.
The Company has completed the purchase of two railway rakes with an investment of ' 55 Crores (Rupees Fifty-Five Crores Only) in the second half of FY 2023-24. FY 2024-25 has witnessed full year benefit of these newly purchased railway rakes in terms of reduced freight cost and timely delivery of raw materials at its Gorakhpur unit.
Your Company has also ventured into the mining project this financial year. Your Company has been declared as a Successful 'Preferred Bidder' by the Director of Mines & Geology, Government of Rajasthan on June 15, 2024, for Composite Licence for Todupura Iron Ore Block, District Karauli in Rajasthan. Company has submitted and offered the Highest Final Price Offer of 175.05% to become a Successful 'Preferred Bidder'. As per topographical studies, the geological data and the structure indicate that the Iron Ore investigated area is 260.71 hectare and the total deposit of Iron Ore is 85.42 million tonnes. The said Iron Ore Mine has been allotted for Gujarat Steel Unit of the Company. In-house mining of Iron Ore, being the basic raw material of the Company, shall ensure operational flexibility, easy availability and no dependency on international as well as domestic suppliers of Iron Ore for a period of 20-25 years (approximately). Owning and efficiently operating through captive Iron Ore mining, significant cost saving can be realised and sustained which, in turn, would surge the operating as well as net profit of the Company considerably.
The Direct Reduced Iron (DRI) Kiln having a capacity of1,65,000 MTPA at the Company's manufacturing facilities at Gorakhpur, Uttar Pradesh has been completed during the financial year. The total cost incurred by the Company towards this project has been ' 125 Crores.
The Company has installed an additional furnace of 30 ton per heat capacity. This furnace will improve production capability by 10%. The benefit of this has led to much better capacity utilisation (better production) during the financial year.
Company has also introduced a stronger and more durable value added offering under its Gallantt Advance brand TMT Bar.
Your Company plans to enter into new venture of real estate and infra including construction of hotels and mall by partnering with Shalimar Group. A Group Housing project with ultra- modern facilities under the name 'Shalimar Gallantt' is already under process.
Your Company has been catering to 3,000 dealers and around 30 distributors in Uttar Pradesh and Gujarat for close to 2 decades and plans are underway for expanding distributor and dealer reach across both Uttar Pradesh and Gujarat.
Company has decided to expand the installed production capacity of the existing Integrated Steel Plants (Integration of Sponge Iron, Billets, Pellets, Captive Power Plant and Rolling Mill Unit) at Gorakhpur. The Board has approved a total of ' 1,014.98 Crores of Capex for the above expansion which also includes installation of Captive Solar Power Plant. The entire expansion is expected to be completed in the next financial year.
20. CREDIT RATING
The Credit Rating Agency M/s. India Rating & Research Private Limited has maintained the rating to IND A+/Stable for the Company's Fund Based Long Term facilities (long term) and IND A+ for Non-Fund based Short Term facilities vide its rating press release.
21. LISTING INFORMATION
The equity shares of the Company are in dematerialized form and is listed with BSE Limited and National Stock Exchange of India Limited. The Listing Fees has been paid to the Stock Exchanges for the financial year 2025-26. The ISIN No. of the Company is INE297H01019.
22. AUDITORS & AUDITORS' REPORT
M/s Maroti & Associates, Chartered Accountants (Firm Registration Number: 313132E) were appointed as Statutory Auditors in the 18
th
(Eighteenth) Annual General Meeting (AGM) of the Company for a period of five years, from the conclusion of 18
th
AGM till the conclusion of the 23
rd
AGM of the Company.
The Statutory Auditors had carried out audit of financial statements of the Company for the financial year ended March 31, 2025 pursuant to the provisions of the Act. The reports of Statutory Auditors form part of the Annual Report. The reports are self-explanatory and do not contain any qualifications, reservations or adverse remarks. The Statutory Auditors have issued an unmodified opinion on the Company's Financial Statements for the financial year ended March 31,2025. Necessary certificate has been obtained from the Auditors as per Section 139(1) of the Companies Act, 2013.
23. COST AUDIT
The Company is required to maintain cost records pursuant to the provisions of Section 148 of the Companies Act read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time. Accordingly, such accounts and records have been maintained by the Company.
The Company has submitted the Cost Audit Report and Cost Compliance Report to the Central Government for the financial year 2024-25.
Pursuant to the provisions of Section 148 of the Companies Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors at its meeting held on May 21, 2025 and based on the recommendation of the Audit Committee, had appointed M/s. U. Tiwari & Associates, Cost Accountants, as Cost Auditor of the Company for conducting the Cost Audit for the financial year 2025-26 on a remuneration of ' 1,00,000/- (Rupees One Lakh Only) plus out of pocket expenses. A Certificate from M/s. U. Tiwari & Associates, Cost Accountants, has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. The remuneration is subject to the ratification of the members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.
Further, M/s. U. Tiwari & Associates, Cost Accountants, have been appointed as Cost Auditors to conduct cost audit of the Company for the financial year 2025-26 subject to approval of their remuneration by the shareholders in the ensuing AGM.
24. INTERNAL FINANCIAL CONTROLS
Internal Financial Control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.
The Company has an adequate system of internal controls in place. It has documented policies and procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations and protecting assets from unauthorized use or losses, compliances with regulations. The Company has continued its efforts to align all its processes and controls with global best practices.
The framework on Internal Financial Controls over Financial Reporting has been reviewed by the internal and external auditors. The Company's internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control stated in the guidance note on audit of internal control over financial reporting issued by the Institute of Chartered Accountants of India.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvements wherever needed to strengthen the same. The Audit Committee evaluated the internal financial controls based on the following criteria:
A. Systems have been laid to ensure that all transactions are executed in accordance with management's general and specific authorisation. There are well-laid manuals for such general or specific authorisation.
B. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.
C. Access to assets is permitted only in accordance with management's general and specific authorisation. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.
D. The existing assets of the Company are verified / checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.
E. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company's policies.
A report on the internal financial controls under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 issued by M/s. Maroti & Associates, Chartered Accountants, Statutory Auditors of the Company is attached with their Independent Auditor's Report and the same is self-explanatory.
Effective steps are taken by the Management to enable continuous monitoring of lead control indicators and action taken towards correcting identified gaps. Respective functions have been trained and equipped to enable continuous monitoring of exceptions by themselves to reduce surprises and enable corrective action on timely and regular basis.
Your Company has a robust financial closure self-certification mechanism wherein the line managers certify adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.
25. INSURANCE
All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.
26. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under section 197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as
Annexure - VI
to this report.
The said Annexure also contains a statement comprising the names of top 10 employees in terms of remuneration drawn.
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans, guarantees and investments u/s 186 of the Companies Act, 2013 is annexed herewith as
Annexure- VII
.
28. DETAILS OF POLICIES
(i) Nomination and Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The summary of Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Part D of Schedule II of the SEBI (LODR) Regulations, 2015 are provided in the Corporate Governance Report. The Remuneration Policy is uploaded on the website of the Company at www.gallantt.com
(ii) Corporate Social Responsibility Policy (CSR)
The Board has, on the recommendation of the CSR Committee, approved the CSR Policy. The Company's CSR Policy is available on the Company's website at www.gallantt.com and the same is also attached herewith as
Annexure - VIII
.
As a part of its initiative under the 'Corporate Social Responsibility' (CSR) drive, the Company has undertaken projects in the area of health, education and rural development, eradicating hunger, promoting health care and education. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company's CSR policy. Annual Report on CSR as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is also attached herewith as
Annexure - IX
.
(iii) Risk Management Policy
Business Risk Evaluation and Management is an ongoing process within the Organization. Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Board has framed a Risk Management Policy for the Company. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. At present the Company has not identified any element of risk which may threaten the business (or) existence of the Company.
Company has formulated a policy on Risk Management. The Policy is formulated in compliance with Regulation 17(9) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013, which requires the Company to lay down procedures about risk assessment and risk minimization.
The Risk Management Policy is available on the Company's website at www.gallantt.com
(iv) Whistle Blower Policy - Vigil Mechanism
Your Company has formulated a Vigil Mechanism Policy with a view to provide a mechanism for employees and directors of the Company to approach the Chairman of the Audit Committee to ensure adequate safeguards against victimisation.
This policy would help to create an environment wherein individuals feel free and secure to raise an alarm, whenever any fraudulent activity takes place or is likely to take place. It will also ensure that complainant(s) are protected from retribution, whether within or outside the organization. The Board has elected Mr. Nitesh Kumar, Company Secretary as the Whistle Officer under the Vigil Mechanism Policy.
The details of establishment of the Vigil Mechanism Policy are displayed on the website of the Company at www. gallantt.com
29. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any Sweat Equity Shares or Equity Shares with Differential Rights during the year under review.
30. MATERNITY BENEFIT
During the period under review, the Company has complied with the provisions relating to the Maternity Benefit Act, 1961.
31. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED
No disclosure is required under Section 67 of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.
32. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (Prevention, Prohibition and Redressal) Act, 2013
The Company is an equal opportunity Company and has zero tolerance for sexual harassment at workplace. It has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
|
Details of complaints received and redressed during the financial year 2024-25:
a.
|
Number of complaints filed during the financial year
|
Nil
|
|
b.
|
Number of complaints disposed of during the financial year
|
NA
|
|
c.
|
Number of complaints pending as on end of the financial year:
|
Nil
|
33. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Mr. Anurag Fatehpuria, Practicing Company Secretary, having office address at 4/B/1, Salkia School Road, Raghav River View Apartment, Howrah-711106 has been appointed as Secretarial Auditors of the Company for the financial year ended March 31, 2025. The Secretarial Audit Report received from the Secretarial Auditor is annexed to this report marked as
Annexure-X
and forms part of this report. There are no qualifications, observations, adverse remark or disclaimer in the said Report.
In terms of Regulation 24A read with other applicable provisions of the SEBI (LODR) Regulations and applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5 (Five) years commencing from FY 2025-26 till FY 2029-30, to conduct the secretarial audit of the Company.
Board on recommendation of the Audit Committee and the Nomination and Remuneration Committee, has approved the appointment of Mr. Anurag Fatehpuria, a Peer Reviewed Practicing Company Secretary (Peer Review No. 3367/2023), as Secretarial Auditors of the Company subject to approval of the Members of the Company at the ensuing Annual General Meeting for a period of 5 (Five) consecutive years from commencing from FY 2025 -26 till FY 2029-30 at such remuneration as shall be fixed by the Board of Directors of the Company.
34. REPORTING OF FRAUD
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 mentioned in this Report.
35. EXTRACT OF ANNUAL RETURN
As required pursuant sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the Annual Return in Form MGT-9 is available on the website of the Company at www.gallantt.com.
36. RELATED PARTY TRANSACTIONS
In terms of the Indian Accounting Standard 'Related Party Disclosures', as prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, the Company has identified the related parties covered therein and details of transactions with such related parties have been disclosed in Notes to the Accounts forming part of this Annual Report.
Transactions with related parties entered into by the Company are in the ordinary course of business and on arm's length basis and do not have potential conflicts with the Company. Further, these transactions are also placed in the Audit Committee Meeting(s) for its prior approval or omnibus approval. There is no materially significant related party transaction during the financial year ended March 31, 2025.
None of the related party transactions entered into by the Company were in conflict with the Company's interest. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee for their approval. Omnibus approvals are taken for the transactions which are repetitive in nature. In compliance with Listing Regulations, the necessary statements/disclosures with respect to the Related Party Transactions are tabled before the Audit Committee and the Board of Directors on quarterly basis. In line with requirement of the Companies Act, 2013 and Regulation 23 of the SEBI LODR Regulations, your Company has adopted a Policy on Related Party Transactions which is available at Company's website www.gallantt.com
Further, in compliance with Regulation 23(9) of the Listing Regulations, the Company has duly submitted the half-yearly disclosures on Related Party Transactions to the Stock Exchanges where its equity shares are listed.
37. BOARD COMMITTEES
Detailed notes on composition of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Committee of Directors have been disclosed under Corporate Governance Report.
38. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS
During the financial year, formal annual evaluation of the Board, its committees and individual Directors was carried out pursuant to the Board Performance Evaluation Policy of the Company.
For annual performance evaluation of the Board as a whole, it's Committees and individual Directors including the Chairman of the Board, the Company has formulated a questionnaire to assist in evaluation of the performance. Every Director has to fill the questionnaire related to the performance of the Board, its Committees and individual Directors except himself by rating the performance on each question on the scale of 1 to 10, 1 being Unacceptable and 10 being Excellent. On the basis of the response to the questionnaire, a matrix reflecting the ratings was formulated and placed before the Board for formal annual evaluation by the Board of its own performance and that of its Committees and individual Directors.
The questionnaire usually contains aspects such as attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.
A separate meeting of Independent Directors was also held to review the performance of Managing Director, performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors.
39. FAMILIARISATION PROGRAMME
Your Company follows a structured orientation and familiarization programme through various reports/ codes/internal policies for all the Directors with a view to update them on the Company's policies and procedures on a regular basis. All new Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Company's business operations. The new Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board and the major risks and risk management strategy of the Company.
They are made to interact with senior management personnel and proactively provided with relevant news, views and updates on the Company and sector. All the information/documents sought by them is/are also shared with them for enabling a good understanding of the Company, its various operations and the industry.
Also, periodic presentations are made at the Board Meetings on business and performance, long term strategy, initiatives and risks involved.
The details of programmes for familiarisation for Independent Directors are posted on the website of the Company at www. gallantt.com
40. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS
The same is not applicable as the Audit Committee's recommendations were accepted and implemented by the Board.
41. CODE OF CONDUCT
Your Company has adopted a Code of Conduct for members of the Board (incorporating duties of Independent Directors) and the Senior Management. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company. Your Company has received confirmations from all concerned regarding their adherence to the said Code.
Pursuant to Regulation 26(3) of the SEBI LODR Regulations, 2015, Mr. Chandra Prakash Agrawal, Managing Director and Mr. Mayank Agrawal, Chief Executive Officer has confirmed compliance with the Code by all members of the Board and the Senior Management.
The full text of the Code is hosted on the Company's website at www.gallantt.com
42. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
Your Company has adopted a Code of Conduct for Prevention of Insider Trading which is in line with the policy of the Company to implement and practice the principles of Corporate Governance based on fairness, transparency, integrity, honesty and accountability, consistently being followed by the Company in all its business practices and dealings. The Company recognizes that strict observance of the Code is a basic pre-requisite for ensuring full confidentiality of all 'Unpublished Price Sensitive Information' and to build general investor confidence and stakeholder credibility. Unless otherwise stated, this policy applies to the employees/designated persons/connected persons (including immediate relatives) of all the subsidiaries, joint ventures and associates (whether in or outside of India) of the Company.
All Directors, Designated Persons and Connected Persons who could have access to the Unpublished Price Sensitive Information of the Company are governed by the Code. During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015. The full text of the Code is hosted on the Company's website at www. gallantt.com
43. NUMBER OF MEETINGS OF BOARD AND AUDIT COMMITTEE HELD DURING THE YEAR 2024-2025
Six (6) meetings of the Board of Directors of the Company were conducted during the financial year and also six (6) meetings of the Audit Committee of the Board of Directors were conducted during the financial year. The details of board/committee/ shareholders meetings are provided under the Corporate Governance Report which forms part of the Annual Report.
|
44. AUDIT COMMITTEE
The Audit committee of the Company as on the date of this report is constituted of following Directors:
Names
|
Designation
|
Category
|
|
Mr. Ashtbhuja Prasad Srivastava
|
Chairperson
|
Independent
|
|
Mr. Udit Agarwal*
|
Member
|
Independent
|
|
Mr. Nitin Mahavir Prasad Kandoi
|
Member
|
Executive
|
|
Mr. Pankaj Khanna
|
Member
|
Independent
|
* Mr. Udit Agarwal, Independent Director has been inducted as a Member of the Audit Committee w.e.f. 16.09.2024
Constitution of the Audit Committee is in compliance with requisite provisions of the Companies Act, 2013 and rules made thereunder, SEBI LODR Regulations, 2015 and all other applicable laws, rules and regulations.
|
45. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company as on the date of this report is constituted of following Directors:
Names
|
Designation
|
Category
|
|
Mr. Udit Agarwal
|
Chairperson
|
Independent
|
|
Mrs. Nishi Agrawal
|
Member
|
Independent
|
|
Mr. Ashtbhuja Prasad Srivastava
|
Member
|
Independent
|
Constitution of the Stakeholder Relationship is in compliance with requisite provisions of the Companies Act, 2013 and rules made thereunder, SEBI LODR Regulations, 2015 and all other applicable laws, rules and regulations.
46. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company as on the date of this report is constituted of following Directors:
|
Names
|
Designation
|
Category
|
|
Mrs. Smita Modi
|
Chairperson
|
Independent
|
|
Mr. Udit Agarwal
|
Member
|
Independent
|
|
Mrs. Nishi Agrawal
|
Member
|
Independent
|
Constitution of the Nomination and Remuneration Committee is in compliance with requisite provisions of the Companies Act, 2013 and rules made thereunder, SEBI LODR Regulations, 2015 and all other applicable laws, rules and regulations.
47. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee of the Company as on the date of this report is constituted of following Directors:
|
Names
|
Designation
|
Category
|
|
Mr. Udit Agarwal
|
Chairperson
|
Independent
|
|
Mr. Chandra Prakash Agrawal
|
Member
|
Executive
|
|
Mr. Dinesh R. Agarwal
|
Member
|
Executive
|
Constitution of the Corporate Social Responsibility Committee is in compliance with requisite provisions of the Companies Act, 2013 and rules made thereunder, SEBI LODR Regulations, 2015 and all other applicable laws, rules and regulations.
48. RISK MANAGEMENT COMMITTEE
In compliance with the requirements of Regulation 21 of the SEBI LODR Regulations, 2015 and Regulation 134(3)(n) of the Companies Act, 2013, Board of Directors of the Company has constituted the Risk Management Committee with the following Directors:
|
Names
|
Designation
|
Category
|
|
Mr. Pankaj Khanna
|
Chairperson
|
Independent
|
|
Mr. Nitin Mahavir Prasad Kandoi
|
Member
|
Executive
|
|
Mrs. Nishi Agrawal
|
Member
|
Independent
|
49. COMMITTEE OF DIRECTORS
The Board of Directors has constituted a Committee of Directors with nomenclature of 'Committee of Directors'. The Committee of Directors has the following composition of members as on the date of this report and is constituted of following Directors:
|
Names
|
Designation
|
Category
|
|
Mr. Chandra Prakash Agrawal
|
Chairperson
|
Executive
|
|
Mr. Dinesh R. Agarwal
|
Chairperson
|
Executive
|
|
Mr. Nitin Mahavir Prasad Kandoi
|
Member
|
Executive
|
50. COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
As on March 31, 2025 the Company did not have any subsidiary or joint ventures. Company has an Associate named Gallantt Medicity Devlopers Private Limited.
In terms of the Regulation 46(2)(h) of the SEBI LODR Regulations, 2015, the policy for determining material subsidiaries is placed on the website of the Company at www.gallantt.com under 'Investors' section of Gallantt Ispat Limited.
|
51. KEY MANAGERIAL PERSONNEL
The following are the whole-time key managerial personnel of the Company:
Sr. No.
|
Names
|
Designation
|
|
1
|
Mr. Chandra Prakash Agrawal
|
Chairman and Managing Director
|
|
2
|
Mr. Dinesh R. Agarwal
|
Whole-time Director
|
|
3
|
Mr. Nitin Mahavir Prasad Kandoi
|
Whole-time Director
|
|
4
|
Mr. Prashant Jalan
|
Whole-time Director
|
|
5
|
Mr. Prem Prakash Agrawal
|
Whole-time Director
|
|
6
|
Mr. Mayank Agrawal
|
Chief Executive Officer
|
|
7
|
Mr. Sandip Kumar Agarwal
|
Chief Financial Officer
|
|
8
|
Mr. Nitesh Kumar
|
Company Secretary
|
52. DETAILS ON BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Composition:
As at March 31, 2025 your Board comprises of ten Directors of which five are Independent. Mr. Chandra Prakash Agrawal (DIN: 01814318), Mr. Dinesh R. Agarwal (DIN: 01017125), Mr. Prem Prakash Agrawal (DIN: 01397585), Mr. Nitin Mahavir Prasad Kandoi (DIN: 01979952) and Mr. Prashant Jalan (DIN: 06619739) are Executive Directors of the Company. Mr. Ashtbhuja Prasad Srivastava (DIN: 08434115), Mrs. Nishi Agrawal (DIN: 08441260), Mr. Udit Agarwal (DIN: 07036864), Mrs. Smita Modi (DIN: 01141396) and Mr. Pankaj Khanna (DIN: 10377030) are Independent Directors of the Company. Mr. Mayank Agrawal is working in the capacity of Chief Executive Officer of the Company. Mr. Sandip Kumar Agarwal is Chief Financial Officer
and is inter alia looking after the core finance function of the Company. Mr. Nitesh Kumar appointed as Company Secretary and Compliance Officer looks after the corporate compliances as well as investor relations.
(b) Changes during the year:
No changes during the year.
(c) Retirement by Rotation:
In terms of Section 152 of the Companies Act, 2013, Mr. Dinesh R. Agarwal (DIN: 01017125), who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
(d) Declaration by Independent Directors
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI LODR Regulations, 2015.
(e) Policy on Directors' appointment and remuneration and other details:
The Policy on Directors' appointment and remuneration, including the criteria for determining the qualifications, positive attributes and independence of Directors forms a part of the Corporate Governance Section of the Annual Report. The Nomination and Remuneration Policy is placed on the website of the Company at www.gallantt.com under 'Investors' section of Gallantt Ispat Limited.
Presently, Company has an optimum combination of Executive and Non-Executive (Independent) Directors on the Board of the Company.
Independent Directors are appointed for five consecutive years and are not liable to retire by rotation in terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.
None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) & (b) of the Companies Act, 2013 and a certificate dated May 21,2025 received from Company Secretary in Practice certifying that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Companies by SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.
53. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Procedure for Nomination and Appointment of Directors:
The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the resumes of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.
On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Act and the Listing Regulations. The remuneration determined for Executive/ Independent Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Independent Directors are compensated by way of sitting fees for attending meetings of the Board and its Committees. The Executive Directors are not paid sitting fees.
It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of the Company. The Company's Policy on Directors' Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report.
54. RISK MANAGEMENT
The Company has a comprehensive risk management framework designed to identify, evaluate, and mitigate risks that could impact the Company's operations and objectives. The risk management framework is reviewed periodically by the Board and the Audit Committee. The Audit Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls.
The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Some of the risk elements that the Company is exposed to are:
Commodity Price Risk
Risk of price fluctuation on basic raw materials like Iron Ore, Coal, Chemicals, Scraps as well as finished goods used in the process of manufacturing.
Mitigation measures
The Company commands excellent business relationship with the business associates. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also by focusing on new value added products helps in lowering the impact of price fluctuation in finished goods.
Geopolitical Risk
War zones, sanctions or policy changes in Africa, Europe or Middle East may impact overseas sites.
Mitigation measures
We have internal procedure to mitigate geopolitical risks such as diversified procurement base, regional supply redundancy, localised storage and manufacturing
Interest Rate Risk
Any increase in interest rate can affect the finance cost.
Mitigation measures
Any increase in interest rate can affect the finance cost. Dependence on debt is very minimum and we have surplus funds cushion to settle the entire debt in case the need arises. Further, the Company has repaid the Term Loan in full.
Foreign Exchange Risk
Your Company does not have export sales. However, Company imports raw materials from countries outside India. Any volatility in the currency market can impact the overall profitability.
Mitigation measures
The Company commands excellent business relationship with the sellers and suppliers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways.
Human Resources Risk
Your Company's ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and nonavailability of the required talent resource can affect the overall performance of the Company.
Mitigation measures
Your Company demonstrates strong HR practices across the industry and carry out necessary improvements to attract and retain the best talent. Also, recruitment is across almost all States of India which helps to mitigate this risk and we do not anticipate any major issue in the coming years.
Competition Risk
Your Company is always exposed to competition risk from Steel Manufacturers across the region. The increase in competition can cause loss in market share, experiencing reduced profitability, or facing challenges in growth and innovation.
Mitigation measures
By giving continuous efforts to enhance the brand value of the Company, quality, cost, timely delivery and customer service. Aggressive marketing can also help to mitigate competition risk.
Compliance Risk
Increasing regulatory requirements. Any default can attract penal provisions.
Mitigation measures
By identifying risks and mitigating the financial, legal, and operational impacts pertaining to non-compliance and regulatory misalignments. Regularly monitoring and reviewing the changes in regulatory framework. By monitoring of compliance through legal compliance management tools and regular internal audit and secretarial audit.
Industrial Safety, Employee Health and Safety Risk
The Steel Industry is labour intensive and are exposed to accidents, health and injury risk due to machinery breakdown, human negligence etc.
Mitigation measures
By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee. Conduct regular inspections of all operations, equipment, work areas and facilities. Have workers participate on the inspection team and talk to them about hazards that they see or report.
Cyber Security Risk
Cyber security risk deals with the potential for business issues and financial losses due to cyber attack that affects operations or a security breach that results in the theft of Company data. It's closely related to technology risk, but listing it as a standalone type of risk recognizes the significant costs and business damage that cyber security incidents can cause. With the growing instances of cyber-attacks, data security has become a challenge for the Company.
Mitigation measures
Confidential information has been enhanced by implementing best-in-class firewalls. The Company is aware about the current elevated levels of cybersecurity risks across the globe. All critical IT servers are protected with best-in-class firewalls which are monitored and updated regularly.
All access to critical IT servers, including SAP ERP, for those working remotely, are allowed through security authentication tunnel.
Necessary update patches and security policies are pushed over the internet to all computers of the Company on a daily basis, even if the user is at home or away from office. Deviations and alerts are monitored closely and corrective/preventive actions are implemented as per need.
The Risk Management Committee looks into the monitoring and reviewing of the risk management plan and such other functions, as it may deem fit and such function specifically covers cyber security.
Supply Chain and Sourcing Risks
Fluctuating raw material prices and potential supply chain disruptions can negatively impact cost control and delivery timelines.
Mitigation measures
The Company enhances backward integration through local sourcing, captive power generation capabilities, owning own railway rakes, commissioning own pellet plant and taking on lease iron ore mines. It employs strategic stockpiling and longterm agreements to ensure assured supply.
Technological Risks
Continuous investment in new technologies is required to avoid obsolescence and maintain a competitive edge.
Mitigation measures
The Company is committed to strengthening its R&D efforts, focusing on innovations such as advanced TMT Bars. It also partners with experts to drive technological advancement within its operations.
55. PERSONNEL, INDUSTRIAL RELATIONS AND MARKETING
Our employees are our greatest asset and we are committed to attract, retain and recognize talent. The Company's HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity. The Company constantly facilitates and encourages its employees at all levels to enhance their knowledge and skills and continuously seeks to inculcate within its employees, strong sense of business ethics and social responsibility. The Company continues to maintain its record on cordial industrial relations. The Company continues to invest in people through various initiatives such as regularly conducting training programmes to enhance the skills, knowledge, and productivity of employees and keep them updated about the latest techniques. Company also places high importance on the safety of its employees and ensures adherence to safe work practices. Industrial relations in the Company have remained amicable throughout the year.
|
56. UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND
Following are the details of Unpaid Dividend that has not been claimed and paid till March 31, 2025:
Nature of Money
|
Relevant Financial Year
|
Bank Account Details
|
Amount lying (In ')
|
|
Final Dividend 2018
|
2017-18
|
IDBI Bank Account No. 1526103000000578
|
73,876.75
|
|
Final Dividend 2019
|
2018-19
|
IDBI Bank Account No. 1526103000000897
|
50,457.00
|
|
Final Dividend 2024
|
2023-24
|
HDFC Bank Account No. 50200102229077
|
59,23,667.00
|
Members whose dividend amounts remained unpaid/unclaimed in respect of Final Dividend 2018, 2019 and 2024 are requested to approach the RTA immediately and claim their dividend. The details of unclaimed dividend are available on the Company's corporate website www.gallantt.com and also uploaded on the website of IEPF viz. www.iepf.gov.in
Since, erstwhile Gallantt Ispat Limited has amalgamated with Gallantt Metal Limited (now name changed to
Gallantt Ispat Limited
) all details of unpaid and unclaimed dividend amount and compulsory transfer of equity shares and dividend amount lying unclaimed for 7 consecutive years to Investor Education and Protection Fund (IEPF) shall be maintained and looked after by the Company.
|
Following amount of Unpaid Dividend of erstwhile Gallantt Ispat Limited has not been claimed and paid till March 31, 2025:
Nature of Money
|
Relevant Financial Year
|
Bank Account Details
|
Amount lying (In ')
|
|
Final Dividend 2018
|
2017-18
|
IDBI Bank Account No. 1526103000000569
|
20,802.00
|
|
Interim Dividend 2018
|
2018-19
|
IDBI Bank Account No. 1526103000000666
|
23,598.75
|
57. TRANSFER UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules'), dividends, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.
Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.
In the interest of the Members, the Company sends periodical reminders to the Members to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and Members whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company's website at www.gallantt.com
|
The details of unclaimed dividends and shares transferred to IEPF during FY 2024-25 are as follows:
Financial Year
|
Amount of unclaimed dividend transferred
|
No. of equity shares transferred
|
|
Final Dividend 2017
|
12,446
|
583
|
Shri Yogi Adityanath Maharaj Ji, Hon'ble Chief Minister of Uttar Pradesh, honoured the company for 'Entrepreneur of the region' during Gorakhpur Mahotsav 2018.
The top challengers Award 2018: awarded by the Construction World Magazine, a world-famous magazine.
The Gallantt Men: Steel 360, a renowned magazine of steel industry felicitated the group and its promoters in its cover story May, 2018.
Ranked at 6th position among the top 10 mid-size rebar producers in India by Steel 360 magazine in August, 2018 edition.
Listed '200 BEST UNDER A BILLION COMPANIES' in Forbes Asia Magazine, July/August 2019 edition.
Our Chairman and Managing Director, Shri Chandra Prakash Agrawal was felicitated with memento for his significant and imperishable contributions to the Industrial development in the State, by Shri Yogi Adityanath Maharaj ji, Hon'ble Chief Minister of Uttar Pradesh, on the eve of U.P. Diwas Mahotsav, in January, 2020.
Industry outlook Magazine recognised Gallantt under 'TOP 10 TMT IRON & STEEL MANUFACTURES 2021'.
North India Best Employer Brand: Awarded by Employer Branding Institute.
Gallantt Group recognised as the highest tax payers for financial year 2023-24 by the State Tax Department, Gorakhpur, Uttar Pradesh
Chairman & Managing Director of the Company - Shri Chandra Prakash Agrawal has been awarded with the 'Bhamashah Award' and Certificate of Appreciation on the eve of 'Vyapari Kalyan Diwas' by the State Tax Department, Gorakhpur, Uttar Pradesh
During the year:
Company was awarded the IIA Kohinoor Award from the Indian Industries Association, Lucknow for excellence in steel manufacturing.
Chairman and Managing Director of the Company - Shri Chandra Prakash Agrawal was awarded the Family Entrepreneur of the Year from The Economic Times Entrepreneur - Summit and Awards
Company has received awards for Best efficient 'CPP Coal Below 50 MW Category' and 'Best efficient waste heat recovery Power Plant 'CPP Plant of the Year' from Mission Energy Foundation in Goa in respect to the Captive Power Plant of the Company at Kutch, Gujarat.
Chairman and Managing Director of the Company - Shri Chandra Prakash Agrawal, was felicitated by the Alumni of Department of Commerce, Dindayal Upadhyay Gorakhpur University as 'The Eminent Entrepreneur of Gorakhpur.'
60. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR
During the year under review, the Company has not made any application before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.
61. THE DETAILS OF DIFFERENCE BETWEEN 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 DURING THE FINANCIAL YEAR:
It is not applicable to the Company, during the financial year under review.
62. ENVIRONMENT, HEALTH AND SAFETY
Your Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.
Your Company continues to focus on welfare and improving the quality of lives of its employees by providing educational assistance to their children, employee wellness sessions, periodic occupational health checks, spiritual peace by yoga classes, creche and child care facilities, transport facilities to employees at subsidized rate or at no charge.
Your Company is committed to foster a safe and healthy working environment for the prevention of work-related injuries and ill-health. Company strives to be a leader in safety excellence in the global power and energy business. The Occupational Health and Safety Policy is available on the Company's corporate website www.gallantt.com
63. GENERAL DISCLOSURE
The Managing Director of the Company has not received any remuneration or commission from any of the subsidiary companies: There is no subsidiary of the Company.
None of the Auditors of the Company have reported any fraud as specified under the second provision of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment (s) thereof for the time being in force);
The Company does not have any ESOP scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors; and
In the preparation of financial statements, no treatment different from that prescribed in an Accounting Standard has been followed.
The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.
The securities were not suspended from trading during the year due to corporate actions or otherwise.
There was no change in Auditors and/or Secretarial Auditors during the year.
64. ACKNOWLEDGEMENT
Your Directors place on record their gratitude for the co-operation and assistance received from the Central Government, State Governments, all other Government agencies and Ministry of Steel and encouragement they have extended to the Company. Your Directors also take this opportunity to thank Ministry of Corporate Affairs, SEBI, BSE Limited, National Stock Exchange of India Limited, Depositories, Regulators, Financial Institutions and Banks, Credit Rating Agencies, Suppliers, Contractors, Vendors and business associates for their continuous support and co-operation. The Board also looks forward to their continued support in the future.
The Board also expresses its heartiest gratitude to all our stakeholders for their unflinching faith and trust in the Company.
|
|
On behalf of the Board
|
|
|
Chandra Prakash Agrawal
|
|
Place: Gorakhpur
|
Chairman & MD
|
|
Date: May 21, 2025
|
DIN:01814318
|