|
Dear Members,
Your Directors take pleasure in presenting the 37th Annual Report together
with Audited Financial Statements of the Company for the Financial Year ended 31 March,
2025.
KEY FINANCIAL HIGHLIGHTS (STANDALONE) (Rs. In Lakhs)
Particulars |
Standalone |
|
FY 2024-25 |
FY 2023-24 |
| Revenue from Operations |
15,869.68 |
15,482.99 |
| Other Income |
794.64 |
204.03 |
Total Income |
16664.32 |
15687.02 |
| Earnings Before Interest, Taxes, Depreciation, Amortisation and
Exceptional Item |
|
|
| Less: Operating Expenditure |
10910.98 |
10128.29 |
| Less: Finance Costs |
839.93 |
786.96 |
| Profit Before Tax, Depreciation/Amortization |
|
|
| Less: Depreciation and Amortisation Expense |
552.49 |
515.92 |
| Less: Other Expenses |
2936.22 |
3783.86 |
| Profit Before Exceptional Item & Tax |
|
|
| Less: Exceptional Item |
|
|
Profit / (Loss) Before Tax |
1424.70 |
471.98 |
| Less: Deferred Tax |
229.86 |
(20.46) |
| Less: Current Tax |
119.63 |
98.37 |
| Profit / (Loss) After Tax |
1075.21 |
394.07 |
| Profit / (Loss) Carried to Balance Sheet |
|
|
| Earnings Per Share (EPS) |
|
|
| Basic |
4.60 |
2.39 |
| Diluted |
4.60 |
2.39 |
PERFORMANCE, RESULT OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
During the year, the Company recorded a revenue from operations of Rs.15,869.68 lakhs,
reflecting a growth of 2.49% compared to Rs.15,482.99 lakhs in the previous financial
year. This positive growth underscores the Company's consistent performance and market
resilience. Further financial details and insights can be referred to in the Audited
Financial Statements.
The Company's overall affairs remain stable, and it has made substantial progress in
advancing its strategic objectives, laying a strong foundation for sustained growth in the
coming years.
DIVIDEND
The Board of Directors has not recommended any dividend for the financial year
20242025 in order to strengthen the Company's liquidity position and support its
working capital requirements.
TRANSFER OF DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
TRANSFER TO RESERVES
The Board of Directors of the Company proposes to transfer Rs. 1075.21 Lakhs of profit
to Reserves of the Company for the year ended March 31, 2025 in view of ploughing back the
profits in the company and improving the health of the Financial Statements of the
Company.
ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013, and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return is available on the
Company's website at https://superironfoundry.com/annual-return
OPERATIONS
The company set up fully automated plant in 2021 with high pressure moulding lines,
automatic pouring and rooting fettling and painting. This is the state of the art plant
and require least amount of manpower. With the higher capacity utilisation from the
automated plant the labour and manpower cost is expected to go down significantly. The
company is trying to foray in railways which has a huge demand for castings. The company
has applied for RDSO approval for few new products and is expected to start supplying to
the Indian Railways in the current financial year. This will give product line
diversification from mainly municipal castings to also new segment and division of Railway
castings. Also with the company's wholly owned subsidiaries in UAE and KSA, it is
expecting a lot of more sales and market penetration in the Middle Eastern markets this
year. The company has a fairly automated plant which is state of the art and it allows the
company to produce castings with consistent and repeatable quality with least labour
costs. Also the company has long vintage in the municipal castings in the global market
with which it has an advantage being a known name globally in the municipal castings
markets.
MATERIAL CHANGES AND COMMITMENTS
There has 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 other than as mentioned
in the Operations' and Other Disclosures" sections of this Directors'
Report.
Further there has been no change in the nature of the Company's business.
UTILIZATION OF FUNDS RAISED THROUGH IPO:
The Company has utilized the amount of Rs. 68.05 crores raised through Initial Public
Offering (IPO) for following purposes:
Funding of Working Capital Requirements: Rs. 29 crores
Repayment/Pre-payment in full or in part of certain borrowings availed by the company:
Rs. 16.72 crores
General Corporate Purposes: Rs. 13.01 crores
Issue Expenses: Rs. 9.31 crores
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report forms an integral part of this Report and
gives details of the industry structure, developments, opportunities, threats, performance
and state of affairs of the Company's business, internal controls and their adequacy, risk
management systems and other material developments during the Financial Year 2024-25, and
is annexed as Annexure I.
FUTURE PROSPECTS
Our Company started with a manufacturer and exporter of municipal castings. The company
is currently supplying it products for infrastructure projects in over 30 countries
globally. Distribution and last mile delivery completing the full supply chain which will
render margin enhancement for the company and higher market penetration by providing time
value and place value to its customers. The company intends to have the distribution
facilities in the following countries in the next 5 years UAE, Qatar, United
Kingdom, USA and Australia. Second (2) manufacturing facility outside India in KSA.
This will entail the company to participate in the mega projects of KSA and also having a
second manufacturing base outside of India will lead to diversification in manufacturing
activity and having more strategic manufacturing location closer to Middle East, Europe
and USA. Introducing greener manufacturing with least carbon emissions leaving least
carbon footprint for sustainable manufacturing practices.
CHANGES IN SHARE CAPITAL
At the beginning of the Financial Year the Paid-up Share Capital of the Company stood
at Rs. 16,49,94,730 divided into 1,64,99,473 Fully Paid-up Equity Shares of Rs. 10 each.
The Board of Directors have a constant vison to enhance the shareholders' wealth and to
bring about a robust growth of the company. During the year under review the company was
converted from a Private Company to a Public Limited Company from a Private Limited
Company with approval of the shareholders in the Extra Ordinary General Meeting dated 31st
August, 2024.
The Authorised Share Capital of the Company was increased from Rs. 16,50,00,000 (Rs.
Sixteen Crores Fifty Lakhs) divided into 1,65,00,000 Equity Shares of Rs. 10 each to Rs.
18,00,00,000 (Rupees Eighteen Crores) divided into 1,80,00,000 Equity Shares of Rs. 10
each. The said amendment to the Memorandum of Association of the Company was approved by
the Shareholders in their meeting held on 03rd Day of June, 2024.
The Board of Directors of the Company at its meeting held on 11th July, 2024
had approved the issuance of 5,92,105 equity shares on private placement basis which was
further approved by the Shareholders in their meeting held on 13th July, 2024.
The Board thereafter approved allotment of 5,53,000 equity shares in their meeting held on
24th July, 2024.
The Board of Directors of the Company at its meeting held on 29th July, 2024
had approved the issuance of 40,000 equity shares on private placement basis which was
further approved by the Shareholders in their meeting held on 01st August,
2024. The Board thereafter approved allotment of 40,000 equity shares in their meeting
held on 10th August, 2024.
The Authorised Share Capital of the Company was further increased from Rs. 18,00,00,000
(Rs. Eighteen Crores) divided into 1,80,00,000 Equity Shares of Rs. 10 each to Rs.
24,00,00,000 ( Rupees Twenty Four Crores) divided into 2,40,00,000 Equity Shares of Rs. 10
each. The said amendment to the Memorandum of Association of the Company was approved by
the Shareholders in their meeting held on 13th Day of September, 2024.
The Company has issued 63,01,200 Equity Shares of Rs. 10/- each at a Premium of Rs.
98/- each aggregating to Rs. 680,530,000/- through Initial Public Offer.
The Issued, Paid up and subscribed capital of the Company stood at Rs. 23,39,36,730
divided into 2,33,93,673 Equity Shares of the Face value of Rs. 10 each.
Type of Shares |
Authorised Share Capital |
Paid-up Share Capital |
|
As at 31.03.2025 |
As at 31.03.2024 |
As at 31.03.2025 |
As at 31.03.2024 |
| Equity Shares |
24,00,00,00 |
16,50,00,000 |
23,39,36,730 |
16,499,500 |
DETAILS OF INITIAL PUBLIC OFFER (IPO):
During the Financial Year 2024-25, Company has successfully completed its Initial
Public Offer (IPO).The Company has made a fresh issue of 63,01,200 Equity Shares of Rs.
10/- each at a Premium of Rs. 98/- each aggregating to Rs. 680,530,000/- through Initial
Public Offer to various categories of investors including Qualified Institutional Buyers,
Retail Individual Investors, Non-Institutional Investors, Non-Resident Indians, and
Registered Foreign Portfolio Investors, as permitted under the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 and other applicable laws The fresh Equity
Shares allotted rank in all respects pari- passu with the existing Equity Shares of the
Company.
The Equity Shares of Super Iron Foundry Limited have been listed on SME Platform of BSE
Ltd with effect from March 19, 2025.
LISTING OF SHARES
Your Company's equity shares are listed at SME platform of BSE Ltd. The Company has
paid the annual listing fee for the financial year 2024-25.
DEPOSITS
During the year, Company has not accepted or renewed any deposits from the public in
terms of the directives issued by the Reserve Bank of India and the provisions of Section
73 to 76 or any other relevant provisions of the Companies Act, 2013, and the rules made
thereunder hence information regarding outstanding deposits is not required.
DEMATERIALISATION OF SHARES:
As on 31st March, 2025, all Equity Shares of the Company are held in
dematerialized form. The breakup of the Equity Shares held in dematerialized as on 31st
March, 2025, is as follows:
Mode |
No of shares |
% to Capital |
| Share in Demat Mode with CDSL |
21571473 |
92.21 |
| Share in Demat Mode with NSDL |
1822200 |
7.79 |
Total |
23393673 |
100 |
The ISIN of the Company is INE16IQ01014 and Registrar and Share Transfer Agent (RTA) of
the Company is M/s. MUFG Intime India Private Limited.
CREDIT RATING
During the year, Infomerics Ratings has upgraded the Company's Long-Term Issuer Rating
to IVR BBB ' from IVR BB+ from infomerics and reaffirmed its rating on
the short term bank facilities as "IVR BBB " with a Stable Outlook.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS
During the year under review, there were no significant or material order passed by the
regulators or courts or tribunals impacting the going concern status and the Company's
operations in future.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to the Financial Statements are
considered to be commensurate with the size, scale and nature of the operations of the
Company. The system encompasses the major processes to ensure reliability of financial
reporting, compliance with policies, procedures, laws and regulations, safeguarding of
assets and economical and efficient use of resources. There is adequate MIS (Management
Information System) which is reviewed periodically by functional heads.
The Internal Auditor of the Company monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating system, accounting
procedures and policies at all locations of the Company. The main thrust of internal audit
is to test and review controls, appraisal of risks and business processes, besides
benchmarking controls with best practices in the industry. Based on the Internal Audit
Reports, process owners take corrective actions in their respective areas and thereby
strengthen the controls. The Report is presented before the Audit Committee for review at
regular intervals.
DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company was in the process of incorporating its Wholly Owned Subsidiary in Kingdom
of Saudi Arabia namely SIF Saudi Arabia Company Limited as on 31 March, 2025.
MEETINGS OF THE BOARD
During the Financial Year 2024-25, 22 (twenty-two) Board Meetings were held.
The maximum time gap between any two Board meetings was less than 120 days as
stipulated under the Companies Act, 2013.
CORPORATE GOVERNANCE:
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 (Listing Regulations), the compliance with Corporate Governance
provisions as specified in Regulation 17 to 27 and clause (b) to (i) and (t) of
sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V is not applicable on
the listed entity which has listed its specified securities on SME Platform.
Since your Company's Equity Shares are listed on the SME Platform of BSE Limited, the
provisions of Corporate Governance under SEBI Listing Regulations are not applicable on
the Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st March, 2025, the Board of Directors of the Company comprises of 5
(Five) Directors out of which 3 (Three) are Non-Executive Independent Directors. The Board
composition is in compliance with the requirements of the Act, the SEBI Listing
Regulations and the circulars / directions / notifications issued by therein. The Board of
Directors at their meeting held on 30th August, 2024 appointed Mr. Mohit Saluja
(DIN:07525784) and Mrs. Aashika Agarwal (DIN:10418724) as Additional Independent Directors
of our Company and they were further regularized by the Shareholders as Independent
Directors in the Extra Ordinary General Meeting held on 31st August, 2024.
The Board of Directors at their meeting held on 12th September, 2024 appointed Mr.
Anjul Kumar Singhania (DIN:09733067) as Additional Independent Directors of our Company
and he was further regularized by the Shareholders as Independent Directors in the Extra
Ordinary General Meeting held on 13th September, 2024.
Mr. Lakshmi Nivas Pandey was appointed as the Chief Financial Officer (CFO) of the
Company pursuant to Section 203 of The Companies Act, 2013 read with Rule 8 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 with effect from 30th
August, 2024.
Ms. Malti Jaiswal had resigned from the post of Company Secretary of the Company with
effect from 13th April, 2024 and subsequently, Mrs. Sanchita Rameka was
appointed as the Company Secretary of the Company with effect from 11th July,
2024. (She has resigned from the company as the Company Secretary with effect from 18th
July, 2025) The Board of Directors of the Company at their meeting held on 30th
August, 2024 had appointed Mr. Akhilesh Saklecha (DIN: 00532572) as Chairman &
Managing Director of the Company which was approved by the Shareholders at the Extra
Ordinary General Meeting held on 13th September, 2024.
The Board of Directors of the Company at their meeting held on 12th September, 2024 had
changed the designation of Mr. Abhishek Saklecha (DIN: 00532595) from Executive Director
to Non- Executive Non- Independent Director of the Company which was approved by the
Shareholders at the Extra Ordinary General Meeting held on 13th September, 2024.
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mr.
Abhishek Saklecha (DIN: 00532595) Non- Executive Director of the Company shall retire by
rotation at the forthcoming Annual General Meeting of the Company and being eligible,
offers himself for re-appointment. A brief profile of Mr. Abhishek Saklecha has been
included in the Notice convening the ensuing Annual General Meeting of the Company.
All appointments of Directors are made in accordance with the relevant provisions of
the Act, the SEBI Listing Regulations, and other laws, rules, guidelines as may be
applicable to the Company. The Nomination and Remuneration Committee ("NRC")
exercises due diligence inter-alia to ascertain the fit and proper' person status of
person proposed to be appointed on the Board of Directors of the Company, and if deemed
fit, recommends their candidature to the Board of Directors for consideration.
In compliance with Regulation 36(3) of the Listing Regulations and Secretarial
Standard-2 on General Meetings, brief resume and other information of all the Directors
proposed to be re-appointed are given in the Notice of the forthcoming AGM. The Board of
Directors and Key Managerial Personnel (KMP) of the Company comprises of the following:
Sl No. |
Name of Director |
Designation |
| 1. |
Mr. Akhilesh Saklecha |
Managing Director |
| 2. |
Mr. Abhishek Saklecha |
Non Executive Non Independent Director |
| 3. |
Mr. Mohit Saluja |
Independent Director |
| 4. |
Mrs. Aashika Agarwal |
Independent Director |
| 5. |
Mr. Anjul Kumar Singhania |
Independent Director |
| 6. |
Mr. Lakshmi Nivas Pandey |
Chief Financial Officer |
| 7. |
Mrs. Sanchita Rameka |
Company Secretary & Compliance Officer* |
*She has resigned from the post of Company Secretary & Compliance Officer w.e.f. 18th
July, 2025.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 of the Act, the Directors state that: a) in
the preparation of annual accounts for the Financial Year ended 31 March, 2025, the
applicable General Accepted Accounting Principles (GAAP) have been followed and there were
no material departures requiring any explanation; b) they have selected such accounting
policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the Financial Year and of the profit of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities; d) they have
prepared the annual accounts on a going concern' basis; e) they have laid down
internal financial controls to be followed by the Company and such internal financial
controls are adequate and are operating effectively; and f) they have devised proper
systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
As stipulated by the Code of Independent Directors under the Companies Act, 2013, and
the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a Separate
Meeting of the Independent Directors of the Company was held on March 04, 2025, to review
the performance of Non-Independent Directors (including the Chairman) and the Board as
whole. The Independent Directors also reviewed the quality, content and timeliness of the
flow of information between the Management and the Board and its Committees which is
necessary to effectively and reasonably perform and discharge their duties. Independent
Directors have confirmed that they are not aware of any circumstance or situation which
exists or may be reasonably anticipated that could impair or impact their ability to
discharge their duties. Based on the declarations received from the Independent Directors,
the Board is of the opinion that the Independent Directors fulfil the conditions specified
under the Act and the Regulations and are independent of the management.
DECLARATION OF INDEPENDENCE
Mr. Mohit Saluja, Mr. Anjul Kumar Singhania, and Mrs. Aashika Agarwal, Independent
Directors, have given declarations that they meet the criteria of independence as laid
down under section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations.
There has been no change in the circumstances affecting their status as Independent
Directors of the Company and in the opinion of the Board, the Independent Directors fulfil
the conditions specified under the Act and the SEBI Listing Regulations and are
independent of the management.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has adopted a framework, duly approved by the Board of Directors for
Familiarization Programmes for Independent Directors. The objective of the framework is to
ensure that the Independent Directors have a greater insight into the business of the
Company that would enable them to contribute more effectively in decision making.
CERTIFICATE OF PRACTICING COMPANY SECRETARY
A certificate from practicing Company Secretary confirming that none of the directors
of our company were debarred or disqualified from being appointed or continuing as
director of the company by SEBI, Ministry of Corporate Affairs or any other Statutory
Authorities forms part of this report and is annexed herewith as Annexure II.
BOARD COMMITTEES
The Board of Directors, in compliance with the requirements of various laws applicable
to the Company and for operational convenience, has constituted several committees to deal
with specific matters and has delegated powers for different functional areas to different
committees. There are three (3) Board Committees which have been constituted viz., Audit
Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee
and their details are hereunder: The details of composition, terms of reference are
hereunder:
AUDIT COMMITTEE
As per provision of Section 177 and other applicable provisions of Companies Act, 2013,
read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the
Board has constituted Audit Committee.
The detailed composition of the members of the Audit Committee at present is given
below:
Sl. No |
Name |
Designation |
Position held in Committee |
| 1 |
Mr. Mohit Saluja |
Independent Director |
Chairperson |
| 2 |
Mr. Anjul Kumar Singhania |
Independent Director |
Member |
| 3 |
Mrs. Aashika Agarwal |
Independent Director |
Member |
| 4 |
Mr. Akhilesh Saklecha |
Chairman & Managing Director |
Member |
NOMINATION AND REMUNERATION COMMITTEE
As per the provision of Section 178, Schedule V and other applicable provisions of
Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers)
Rules, 2014, the Board has constituted Nomination and Remuneration Committee.
The detailed composition of the members of the Nomination and Remuneration Committee at
present is given below:
Sl. No |
Name |
Designation |
Position held in Committee |
| 1 |
Mrs. Aashika Agarwal |
Independent Director |
Chairperson |
| 2 |
Mr. Mohit Saluja |
Independent Director |
Member |
| 3 |
Mr. Abhishek Saklecha |
Non-Executive |
Member |
|
|
Non Independent Director |
|
STAKEHOLDER RELATIONSHIP COMMITTEE
As per provision of Section 178 sub-section (5) and other applicable provisions of
Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers)
Rules, 2014, the Board has constituted Stakeholder Relationship Committee.
The detailed composition of the members of the Stakeholder Relationship Committee at
present is given below:
Sl. No |
Name |
Designation |
Position held in Committee |
| 1 |
Mr. Abhishek Saklecha |
Non-Executive |
Chairperson |
|
|
Non Independent Director |
|
| 2 |
Mr. Mohit Saluja |
Independent Director |
Member |
|
Mr. Akhilesh Saklecha |
Chairman & Managing Director |
Member |
VIGIL MECHANISM POLICY
The Company has adopted Whistle Blower Policy and established a Vigil Mechanism in
compliance with provisions of section 177(9) the Act and Regulation 22 of the SEBI Listing
Regulations for the Directors and employees to report genuine concerns and grievances and
leak/suspected leak of Unpublished Price Sensitive Information.
This mechanism provides adequate safeguards against victimisation of employees and
Directors and also provides for direct access to the Chairperson of the Audit Committee.
The Company oversees the vigil mechanism through the Audit Committee of the Company. The
said Policy is available at the Company's website and can be accessed at
https://superironfoundry.com/policies/
NOMINATION AND REMUNERATION POLICY
The Board has adopted a Nomination and Remuneration Policy recommended by Nomination
and Remuneration Committee in terms of the provisions of Section 178 of the Act and
Regulation 19 of the Listing Regulations, read with Part D of Schedule II thereto. The
Policy governs the criteria for determining qualifications, positive attributes and
independence of a Director and lays down the remuneration principles for Directors, Key
Managerial Personnel and other employees. The Policy aims to enable the Company to
attract, retain and motivate highly qualified members for the Board, Key Managerial
Personnel (KMP) and other employees. It enables the Company to provide a well-balanced and
performance-related compensation package, taking into account shareholder interests,
industry standards and relevant Indian corporate regulations. The policy ensures that the
interests of Board members, KMP & employees are aligned with the business strategy and
risk tolerance, objectives, values and long-term interests of the Company and will be
consistent with the "pay-for-performance" principle and the remuneration to
Directors, KMP and employees and involve a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to the working of the
Company and its goals. The policy lays down the procedure for the selection and
appointment of Board Members and KMP and also the appointment of executives other than
Board Members, compensation structure for Executive Directors, Non-Executive Directors,
KMP and other employees.
The Nomination and Remuneration Policy is available at the Company's website at
https://superironfoundry.com/policies/
RISK MANAGEMENT POLICY
The Company has a well-established Risk Management Policy to identify and evaluate
business risks. This framework seeks to create transparency, minimise adverse effect on
the business objectives and enhance Company's competitive advantage. The key business
risks identified by the Company are economic risk, competition risk, industrial risk,
environmental risk, foreign exchange risk, payment risk and interest rate risk, etc., and
it has proper mitigation process for the same. The Audit Committee reviews this policy and
evaluates the risk management systems of the Company, periodically. The web-link for the
same is https://superironfoundry.com/policies/
POLICY ON BOARD DIVERSITY AND SUCCESSION PLANNING FOR THE BOARD OF DIRECTORS AND SENIOR
MANAGEMENT
A Policy on Board Diversity and Succession Planning for the Board of Directors and
Senior Management as devised by the Nomination and Remuneration Committee is in place, to
ensure adequate diversity in the Board of Directors of the Company and for orderly
succession for appointments on the Board of Directors and Senior Management. The Policy on
Board Diversity is available at the Company's website at
https://superironfoundry.com/policies/
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Act read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 are not applicable to the Company for the Financial
Year 2024-25 and hence, your Company is not required to adopt the CSR Policy or constitute
CSR Committee during the year under review.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND ITS COMMITTEE AND INDIVIDUAL
DIRECTORS
The Nomination and Remuneration Committee of the Board has formulated and laid down
Criteria and Manner for Evaluation of Performance of the Board, its Committees and
individual Directors pursuant to provisions of Section 178 of the Act and Listing
Regulations. As per requirements of Section 134 of the Act, the manner in which formal
annual evaluation has been made is disclosed below
A. The Board evaluated the roles, functions and duties performed by the Independent
Directors (IDs) of the Company. Each ID was evaluated by all other Directors but not by
the Director being evaluated. The Board also reviewed the manner in which IDs follow
guidelines of professional conduct as specified in Schedule IV to the Act. The adherence
to Section 149 of the Act, the aforesaid Schedule IV, the Listing Regulations and other
applicable provisions of law by the IDs were also reviewed by the Board.
B. Performance review of all the Non-Independent Directors of the Company was made on
the basis of the activities undertaken by them, expectations of Board, level of
participation, roles played by them, leadership qualities and their overall performance
and contribution in the development and growth of the business and operations of the
Company. C. The Board evaluated the performance of its Committees on the basis of the
processes and procedures followed by them for discharging their functions & duties as
per their respective terms of references and as assigned by the Board and laws applicable,
their independence from the Board and on the effectiveness of the suggestions and
recommendations made by them to the Board. The Board observed the size, structure and
expertise of the Committees to be appropriate and in compliance with the Act and the
Listing Regulations.
D. The Board evaluated its own performance on the basis of its composition having the
right mix of knowledge, skills and expertise required to drive organisational performance
and conduct of its affairs effectively, monitoring of Company's performance along with the
ability to understand and deal with factors having a significant bearing, developing
suitable strategies and business plans at appropriate time and monitoring its
effectiveness, implementation of policies and procedures for proper functioning of the
Company, frequency of its meetings, efforts made by the Board Members to keep themselves
updated with the latest developments in areas.
The evaluation of performance of Board, it's Committees and of individual Directors was
found to be highly satisfactory.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP')
AND PARTICULARS OF EMPLOYEES
The statement pertaining to particulars of employees including their remuneration as
required to be reported under the provisions of Section 197(12) of the Act, read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 [including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force] (the Rules) are provided in Annexure III to this
Report. However, as per the provisions of Section 136 of the Act, the Reports and Accounts
for the Financial Year 2024-25 are being sent to the Members and others entitled thereto,
excluding this statement. The said statement is available for inspection by the members at
the Registered Office of the Company during business hours on working days up to the date
of the ensuing Annual General Meeting. If any member is interested in obtaining a copy
thereof, such member may write to the Company Secretary, whereupon a copy would be sent.
AUDITORS:
STATUTORY AUDITORS AND THEIR AUDITORS' REPORT
M/s. U.S. Agarwal & Associates, Chartered Accountant (Firm Registration Number:
314213E), Statutory Auditors of the Company resigned as Statutory auditors of the Company
w.e.f 01.08.2024 due to pre-occupations elsewhere.
The Board of Directors appointed M/s. Baid Agarwal Singhi & Co., Chartered
Accountants, (Firm Registration Number: 328671E) a Peer Reviewed Firm as their Statutory
Auditors in the meeting of the Board of Directors dated 30th August, 2024 which
was approved by the members of the company in their meeting dated 13th Day of
September, 2024, the said appointment was made for filling up the Casual Vacancy caused in
the Board by resignation of the erstwhile Auditors, following the provisions of Section
139(8) of the Act.
M/s. Baid Agarwal Singhi & Co, Chartered Accountants (Firm Registration Number:
328671E), were re-appointed as the Statutory Auditors of the Company for a period of four
consecutive years till the conclusion of the Annual General Meeting to be held in the year
2028 of the Company.
During the year under review, the Auditors had not reported any fraud under Section
143(12) of the Act, therefore, no detail is required to be disclosed under Section
134(3)(ca) of the Act.
MAINTENANCE OF COST RECORDS AND AUDIT THEREOF
Pursuant to Section 148 of the Act, read together with the Companies (Cost Records and
Audit) Rules, 2014, as amended, the Company is required to carry out audit of the cost
accounting records of the Company. M/s Sohan Lal Jalan & Associates (Firm Registration
Number: 000521) was appointed as the Cost Auditor of the Company for Financial Year
2025-26.
The remuneration proposed to be paid to them for the Financial Year 2025-26 requires
ratification of the shareholders of the Company. In view of this, the ratification for
payment of remuneration to the Cost Auditors is being sought at the ensuing AGM.
SECRETARIAL AUDITOR AND THEIR REPORT
In terms of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, M/s Prateek Kohli & Associates,
Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the
Company for the Financial Year 2024-2025. The report of the Secretarial Auditor is annexed
as Annexure IV to this Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
INTERNAL AUDITOR
In terms of the provisions of Section 138 of the Act, Ms. Khushboo Agarwal was
appointed as the Internal Auditor of the Company for the Financial Year 2025-26. The Audit
Committee, in consultation with the Internal Auditor, formulates the scope, functioning,
periodicity and methodology for conducting the Internal Audit. The Audit Committee,
inter-alia, reviews the Internal Audit Reports.
The Board of Directors of the Company, at their Meeting held on had appointed Ms.
Khushboo Agarwal as the Internal Auditor of the Company for the Financial Year 2025-26 on
the recommendation of the Audit Committee of Directors of the Company under the provisions
of Section 138 of the Companies Act, 2013.
LOANS, INVESTMENTS, GUARANTEES & SECURITIES
During the financial year ended 31st March, 2025, the Company has duly complied with
all the provisions of Section 186 of the Companies Act, 2013 and has taken all the
necessary approvals in respect of giving of loans, advances and making investments during
the period under review. The details of the loan and guarantee given and investment made
by the Company is disclosed in the Notes on Accounts of the Financial Statements for the
year ended March 31, 2025.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company maintains a zero-tolerance policy towards sexual harassment in the
workplace. Our comprehensive policy on prevention, prohibition, and redressal is fully
aligned with The Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 (POSH) and its associated rules. It is committed to providing equal
opportunities to all employees, irrespective of their race, caste, sex, religion, colour,
nationality, disability, or any other distinguishing characteristic. The Company has in
place a Policy in line with requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013. In compliance with the provisions of
the said Act, an Internal Complaints Committee is in place to redress complaints received
regarding sexual harassment.
The Company has not received any complaint of sexual harassment during the Financial
Year 2024-25.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings & Outgo required to be disclosed under Section 134 of the Act, read
with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure V and forms a
part of this Report.
PROHIBITION OF INSIDER TRADING:
In terms of the provisions of the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has
adopted the revised "Code of Conduct to Regulate, Monitor and Report
Trading by Insiders" ("the Code"). The Code is applicable to all
Directors, Designated persons and connected Persons and their immediate relatives, who
have access to unpublished price sensitive information relating to the Company.
DISCLOSURE ON THE COMPLIANCE OF SECRETARIAL STANDARDS
The Company is compliant with the Secretarial Standards issued by the Institute of
Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General
Meetings (SS-2).
HUMAN RESOURCES:
Our employees are our core resources and the Company has continuously evolved policies
to strengthen its employee value proposition. Your Company was able to attract and retain
best talent in the market and the same can be felt in the past growth of the Company. The
Company is constantly working on providing the best working environment to its Human
Resources with a view to inculcate leadership, autonomy and towards this objective; Our
Company makes all efforts on training. Our Company shall always place all necessary
emphasis on continuous development of its Human Resources. The belief "Great People
create Great Organization" has been at the core of the Company's approach to its
people.
RELATED PARTY TRANSACTIONS
All related-party transactions (RPT) entered during the financial year were in the
ordinary course of business and on an arms-length basis. The Company has not entered into
material significant related-party transactions with Promoters, Directors, Key Managerial
Personnel or any other Related Part(ies) which may have potential conflict with the
interest of the company at large. Therefore the disclosure of material related-party
transactions is not required to be made by our company under Section 134(3)(h) read with
Section 188(2) of the Act and rule 8 (2) of the Companies (Accounts) Rules, 2014 in Form
AOC 2. The Board has approved a policy for Related Party Transactions which has been
hosted on the website of the Company. The web-link for the same is
https://superironfoundry.com/policies/. The Related Party Transactions, wherever
necessary, are carried out by the Company as per this Policy.
OTHER DISCLOSURES
During the year under review: i) The Company had not entered into any one-time
settlement with any Bank or any Financial Institution. ii) The Company has not defaulted
in repayment of loans from banks and financial institutions and interest therein. iii)
Your Company has complied with Maternity Benefits Act, 1961. iv) Neither any application
was made, nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016
against the Company.
ACKNOWLEDGEMENT
Your Directors record their sincere appreciation for the assistance and co-operation
received from the banks, financial institutions, Government authorities, and other
business associates and stakeholders. Your Directors also wish to place on record their
deep sense of appreciation for the committed services by the Company's executives, staff
and workers.
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