To the Members,
Your directors have pleasure in presenting the 25th Annual Report on the business & operations of the Company together with the Standalone and Consolidated Audited Financial Statement for the year ended 31st March 2024.
1. FINANCIAL HIGHLIGHTS: (Rs.in Crores)
2. REVIEW OF PERFORMANCE
Your Company's performance during the year under review was very good and the Company has reported operating margins of 28% on standalone operations and margin of 26% on consolidated operations. The operating margin in FY24 was considerably higher on account of highest ever production of Sponge Iron, Steel Billets, Wire Rods, HB Wires and Captive Power Generation and higher realization in iron ore pellet by 8% i.e., ' 10171 per ton as compared to FY23 ' 9409 per ton and benefits of cost initiatives and operating leverage, despite fall in sales realizations of all other products as compared to previous year. As communicated in our last reports, the Company's efforts for making high grade pellets have been successful and also contributed to the profitability of the Company. Given the above backdrop, the highlights of standalone & consolidated results are given below:
Standalone Operations:
Revenue from operations for the year marginally decreased by 4.9% to Rs. 5042.12 Crores as compared to Rs. 5284.72 Crores during previous Financial Year due to reduction in realisations across all the products.
• EBITDA for the year increased by 12.75% to Rs.1396.67 Crores as compared to EBITDA of Rs.1238.74 Crores
achieved in previous Financial Year due to increase in the volumes across all the products and increase in realization of pellets and benefits of cost reduction initiatives and operating leverage due to higher production volumes.
• Profit after tax increased by 14.94% to Rs. 917.44 Crores as compared to profit after tax of Rs.798.22 Crores in previous Financial Year.
Consolidated Operations:
• Revenue from operations for the year decreased by
5% to Rs.5455.35 Crores as compared to Rs. 5753.04 Crores during the previous Financial Year;
• EBITDA for the year increased by 12.48% to Rs.1425.99 Crores as compared to EBITDA of Rs. 1267.77 Crores achieved during previous Financial Year.
• Profit after tax during the year increased by 17.93% to Rs.935.58 Crores as compared to profit after tax of Rs.793.36 Crores during previous Financial Year.
The detailed comments on the operating and financial performance of the Company, during year under review have been given in the Management Discussions & Analysis.
3. DIVIDEND, BUYBACK AND DIVIDEND DISTRIBUTION POLICY:
The Board of Directors of your Company has recommended final dividend of Rs.5.00 (Previous Year Rs.4.00) per share of Rs. 5/- each on the paid-up capital of the Company for the financial year 2023-24. The outflow of funds on account of final dividend shall be Rs.66.90 crores (previous year Rs. 54.38 crores). The final dividend for the financial year 2023-24, if approved by the shareholders of the company in the ensuing Annual General Meeting, will be paid in due course as per the applicable provisions of the Companies Act, 2013.
Dividend Distribution Policy in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('SEBI Listing Regulations') the Board of Directors of the Company (the 'Board') formulated and adopted the Dividend Distribution Policy (the 'Policy'). The Policy is available on our website at https://www.godawaripowerispat.com/wp-content/ uploads/2022/02/Dividend-Distribution-Policy.pdf Buyback:
The Company has recently bought back 21,50,000 equity shares of Rs.5 each fully paid-up at a buyback price of Rs.1400 per share aggregating Rs.301 Crores.
4. SHARE CAPITAL:
As on 31st March, 2024, the paid-up Equity Share Capital of the company was Rs.67.97 Crores divided into 13,59,44,988 Equity Shares of Rs.5 each/- excluding 45,00,000 equity shares of Rs.5 each held in the name of GPIL Beneficiary Trust.
The paid-up share capital of the company was decreased from 14,09,44,988 Equity shares of Rs. 5/- each to 13,59,44,988 Equity shares of Rs. 5/- each due to buy back of 50,00,000 equity shares during the year under review.
During the year under review, the Company has not issued any shares with differential voting rights nor sweat equity but has granted Stock options to the employees of the company and subsidiary companies. As on 31st March 2024, the company has not issued any convertible instruments and none of the Directors of the Company hold convertible instruments of the Company. The equity shares of the company representing 99.99% of the share capital are dematerialized as on 31st March, 2024.The dematerialization facility is available to all shareholders of the company from both the depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Depositories has allotted ISIN: INE177H01021
for dematerialization of shares of the company. Shareholders who are holding shares in physical mode are requested to dematerialize their shares.
5. ALTERATION OF ARTICLES OF ASSOCIATION:
The Board in its meeting held on 18th March, 2024 has proposed to substitute Article no. 70 of Articles of Association with New Article no. 70 to enable the company to appoint upto 14 directors and also to appoint same person as Chairman as well as Managing Director of the Company. The Shareholders of the Company have approved the said alteration in the Articles of Association of the Company vide Special Resolution passed at the Extra Ordinary General Meeting of the Company held on 4th May, 2024.
6. EMPLOYEE STOCK OPTION SCHEME (ESOP)
The Board of Director of the Company in its Board Meeting held on 3rd November, 2023 approved the "Godawari Power and Ispat Limited Employee Stock Option Scheme 2023" ("GPIL ESOP Scheme 2023") upon the recommendation of Nomination and Remuneration Committee and the Shareholders of the Company vide Resolution passed in the Extra- Ordinary General Meeting held on 12th December, 2023 have approved the GPIL ESOP Scheme 2023, with an object to reward the long associated employees of the Company and its subsidiary companies and also to retain the talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect their efforts in building the growth and the profitability of the Company, motivating the employees to perform better and improve shareholders' value of the Company.
A total of 28,00,000 (Twenty-Eight Lakh) options were available for grant to the eligible employees of the Company and its Director(s) and to the eligible employees of the Subsidiaries of the Company, excluding Independent Directors and promoter Directors, under the GPIL ESOP Scheme 2023.
During FY 2023-24, a total of 9,46,064 (Nine Lakhs Forty- Six Thousand Sixty-Four) options have been granted during FY 2023-24 under this plan by the Nomination and Remuneration Committee to the eligible employees of the Company and its subsidiaries.
The applicable disclosures relating to GPIL ESOP Scheme 2023, as stipulated under the ESOP Regulations, pertaining to the year ended March 31, 2024, is posted on the Company's website at www.godawaripowerispat. com/investor'sinformation/esopdisclosures and forms a part of this Report.
7. EXPANSION/NEW PROJECTS:
A. Iron Ore Mining & Beneficiation.
The Company is in the process of expanding capacity of iron ore mining at Ari Dongri Iron Ore mines from 2.35 Million tons to 6 million tons and setting up Iron Ore Beneficiation plant with a capacity of 6 million tons and applied for regulatory approvals. The Company expects to receive the approvals during current financial year and start production of higher volumes. The construction of beneficiation plant shall start upon receipt of regulatory approvals. Total Investment the aforesaid project is expected to be around Rs. 200 Crores.
B. Iron Ore Pellet Plant:
The Board of Directors of the Company has approved setting up of a Pellet Plant with a capacity of 2.00 million ton per annum at the exiting plant location at Raipur at an investment of Rs 600 crores. The Company has
received environmental approval for the same. The orders for major equipment have been placed and we expect to commission the project in FY26.
C. Solar Power:
The Company has during the year commissioned 23 MWp Captive Solar PV Power Plant of the Company situated at Khairagarh (Rajnandgaon) Chhattisgarh which was duly synchronized with the grid and charged on 6th February 2024. The power generated at the above Solar Power Plant is being consumed captively at Ari Dongri Iron Ore mining activities to replace the high-cost power which was being purchased from State DISCOM. The generation of Solar Energy will also support the green initiatives of the Company and reduce the carbon foot print in the economy.
Further the Company has proposed for setting up of 70 MWp Solar Power Plant at an estimated cost of Rs. 250 crores as per the details given hereunder:
D. Green Field Integrated Steel Plant:
The Company has decided for setting up of Green Field Integrated Steel Plant with an additional capacity of 2 million tonnes at an estimated cost of Rs.6,000 crores as detailed below:
8. ANNUAL RETURN:
In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://www.godawaripowerispat.com/performance/ shareholders/annual-return/.
9. NUMBER OF MEETINGS OF BOARD:
During the period under review, 05 (Five) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013 based on the representations received from the operating management and Chief Financial Officer of the Company:
a. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. That your Directors have selected such accounting policies and applied them consistently, and made judgment 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. That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;
d. That your Directors have prepared the annual accounts on a going concern basis.
e. That your Directors have laid down proper internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively; and
f. That your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
11. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:
All Independent Directors of the Company have given declarations as required under the provisions of Section
149 (7) of the Companies Act, 2013 stating that they meet the eligibility criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
12. SEPERATE MEETING OF INDEPENDENT DIRECTORS:
During the year under review, the Independent Directors held their separate meeting on 20th April, 2024 inter alia, to discuss:
• Review the performance of Independent Directors.
• Review the performance of the Non-Independent Directors.
• Review the performance of the committees and Board as a whole.
• Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non Executive Directors.
• Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties
13. NOMINATION AND REMUNERATION COMMITEE AND ITS POLICY:
Company's Policy on Directors Appointment and Remuneration including criteria for determining qualification, positive attributes, independence of directors and other matters provided under section 178(3) of the Companies Act, 2013 is also placed at the website of the Company https://www.godawaripowerispat. com/wp-content/uploads/2016/04/Nomination-And- Renumeration-Policy.pdf
The Nomination and Remuneration Committee comprised of 3 (Three) Independent Non-Executive Directors of the Company upto 08.08.2024. The composition of the same is as under:
However, the Nomination and Remuneration Committee has been reconstituted by the Board in its meeting held on 07.08.2024 comprising of the following members with effect from 09.08.2024.
More details are given in the Corporate Governance Report.
14. AUDITORS:
Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s. Singhi & Co (FRN: 302049E) has been appointed as Statutory Auditor of the Company for a period of five years from the financial year 2022-23 to financial year 2026-27 i.e. till conclusion of the Annual General Meeting to be held in the year 2027, after obtaining a certificate from M/s. Singhi & Co. to the effect that if their appointment is made, the same would be within the limits prescribed under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment and also satisfies the criteria as mentioned under Section 141 and they have obtained peer review certificate as required under SEBI Guidelines for appointment of Statutory Auditors of listed companies.
Cost Auditors
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Amendment Rules 2014 M/s Sanat Joshi & Associates has been re-appointed as cost auditors for conducting Cost Audit for the Financial Year under review.
Internal Auditors
Pursuant to the provisions of Section 138 of the Companies Act, 2013 M/s. OPS & Co, Chartered Accountants were re-appointed as Internal Auditors for the Financial Year under review.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed CS Tanveer Kaur Tuteja, Practising Company Secretary, (FCS 7704, CP 8512) to undertake the Secretarial Audit of the Company.
15. AUDITOR'S REPORTS:
• Statutory Auditors
There are no qualifications, reservations, adverse remarks or disclaimers in the Statutory Auditor's Report on the financial statements of the Company for the Financial Year 2023-24 and hence does not require any explanations or comments by the Board.
• Frauds reported by the Auditors:
No frauds have been reported by the Statutory Auditors during the Financial Year 2023-24.
• Secretarial Audit
The Secretarial Audit Report received from the Secretarial Auditor of the Company for the Financial Year 2023-24 is annexed herewith as ANNEXURE 01. The Company's subsidiary company namely Hira Ferro Alloys Limited (HFAL) being the material subsidiary of the Company, in accordance with Regulation 24A of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 has also obtained Secretarial Audit Report which is annexed herewith as ANNEXURE 02.
There are no qualifications, reservations, adverse remarks or disclaimers in the Secretarial Auditor's Report on secretarial and other applicable legal compliances to be made by the Company for the Financial Year 202324 and hence does not require any explanations or comments by the Board.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The particulars of investments made and loans given by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in Standalone Financial Statements (Ref. Notes 6, 7 and 8). Your Company has also extended its corporate guarantee for securing credit facilities granted to its subsidiary company namely Hira Ferro Alloys Limited the details of which are given in Standalone Financial Statements (Ref. Note 32).
17. TRANSFER TO RESERVES:
Your Company has not transferred any amount to the General Reserves Account during the Financial Year 2023-24.
18. TRANSFER OF UNPAID & UNCLAIMED DIVIDEND & SHARES TO INVESTOR
EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Section 125 of the Companies Act, 2013, the outstanding amount of dividend which remained unpaid or unclaimed for a period of seven years and shares whose dividend was unpaid/unclaimed for seven consecutive years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.
During the year under review, there was no legal requirement of transfer of Unclaimed Dividend amount as well as shares to the Investor Education and Protection Fund (IEPF) pursuant to Section 125 of the Companies Act, 2013/ Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, since the company has not paid any dividend from FY 2015-16 to FY 2019-20.
Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company, as on 16th September 2023 (date of last Annual General Meeting) on the Company's website (https://www. godawaripowerispat.com/performance/shareholders/ unclaimed-dividend/- Unclaimed Dividend) and on the website of the Ministry of Corporate Affairs.
Any person, whose unclaimed or unpaid amount has been transferred by the Company to IEPF may claim their refunds to the IEPF authority. For claiming such amount, claimant needs to file form IEPF-5 along with requisite documents.
The detailed procedure for claiming shares and Dividend Amount has been uploaded on the Website of the Company (https://www.godawaripowerispat.com/ performance/shareholders/unclaimed-dividend/ - Unclaimed Dividend) and also available on the website of IEPF (www.iepf.gov.in).
The Nodal Officer for the purpose of IEPF is Company Secretary and the website address is www. godawaripowerispat.com.
19. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:
There are no materials changes and commitments
affecting the financial position of the Company occurred between the 01st April, 2024 and date of this report except the Buyback of 21,50,000 equity shares of Rs.5/- each fully paid at a Buyback Price of Rs.1400 per share aggregating Rs.301 Crores and proposed dividend of Rs.5.00 per share on 13,37,94,988 of face value of Rs. 5/- each aggregating Rs.66.90 crores for the financial year 2023-24. The outflow of funds on account of buyback and final dividend shall be Rs.367.90 crores.
20. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as ANNEXURE 03.
21. AUDIT COMMITTEE COMPOSITION:
The Audit Committee comprised of 4 (Four) Independent Non-Executive Directors of the Company up to 08.08.2024. The composition of the same is as under
However, the Audit Committee has been reconstituted by the Board in its meeting held on 07.08.2024 comprising of the following members with effect from 09.08.2024.
22. RISK MANAGEMENT COMMITTEE:
The Risk Management Committee was duly constituted with One Independent Director, One Non-Executive Director and One Officer of the company up to 08.08.2024. The Composition of the Risk Management Committee is as follows:
However, the Risk Management Committee has been reconstituted by the Board in its meeting held on 07.08.2024 comprising of the following members with effect from 09.08.2024.
The risk management issues are discussed in detail in the report of Management Discussion and Analysis.
23. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy to identify and evaluate business risks associated with the operations and other activities of the Company and formulated risk mitigations strategies.
24. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Company has duly constituted a CSR Committee of the Board ("CSR Committee").
The powers, role and terms of reference of the CSR Committee is in accordance with the provisions of Section 135 of the Companies Act, 2013, and the policy framed as per amendments inserted by the Companies (Amendment) Act, 2019, Companies (Amendment) Act, 2020 and Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 and the same has been disclosed on the website of the Company at http://godawaripowerispat.com/wp-content/
uploads/2022/02/CSR-Policy.pdf.
The CSR Committee consists of One Independent Director, One Executive Director and One Non-Executive Director up to 08.08.2024. The detailed composition of the members of the CSR Committee at present is given below:
The committee met twice during the year 2023-24 and the attendance of the members at these meetings is as follows:
However, the CSR Committee has been reconstituted and renamed as "CSR & ESG Committee" by the Board in its meeting held on 07.08.2024 comprising of the following members with effect from 09.08.2024.
CSR Committee's Responsibility Statement:
CSR Committees hereby states that the implementation and monitoring of CSR activities, is in compliance with CSR objectives and Policy of the Company
25. ANNUAL REPORT ON CSR ACTIVITIES:
The Annual Report on CSR activities initiated and undertaken by the Company during the year under review is annexed herewith as an ANNEXURE-04.
26. ANNUAL EVALUATION OF BOARD ETC.:
The Nomination and Remuneration Committee has formulated criteria for evaluation of the performance of the each of the directors of the Company. On the basis of said criteria, the Board and all its committees and directors have been evaluated by the Board of Directors and Independent Directors of the Company.
27. RELATED PARTY TRANSACTIONS:
During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm's length and in the ordinary course of business. Prior omnibus approval was obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis.
The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. Also, there were no material related party contracts entered into by the Company during the year under review.
Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Report 2023-24.
28. CHANGES IN NATURE OF BUSINESS:
The Company has been engaged in the business of mining of captive iron ore and manufacturing the Iron Ore Pellets, Sponge Iron, Steel Billets, Wire Rods, HB Wires, Ferro Alloys & Galvanized Steel Structures with generation of both conventional and non-conventional Power for captive consumption. There is no change in the nature of business of the Company during the year under review.
29. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNELS:
The following changes have taken place in the Directors of the Company:
1. Mr. Shashi Kumar, Chairman and Independent Director of the Company shall retire on 09.08.2024 upon completion of his second term of five years;
2. Mr. Bajrang Lal Agrawal, Managing Director of the Company was appointed as Chairman also subsequent upon retirement of Mr. Shashi Kumar.
3. Ms. Bhavna G. Desai, Independent Woman Director of the Company shall retire on 08.08.2024 upon completion of her second term of five years;
4. Based on the recommendations of the Nomination and Remuneration Committee and Board of Directors, the Shareholders of the Company in their Extra-Ordinary General Meeting held on 04th May, 2024, appointed Mr. Sunil Duggal (DIN: 07291685) as Non-Executive Independent Director and Mrs. Roma Ashok Balwani (DIN: 00112756) as Non-Executive Independent Women Director of the Company w.e.f. 04th May, 2024 for a term of 05 (Five) Consecutive years, in terms of the applicable SEBI Listing Regulations and provisions of the Companies Act, 2013 read with Schedule IV.
Mr. Sunil Duggal brings to the Board an experience in leading high-performance teams and more than 20 years in leadership positions in various capacities and to navigate through tough and challenging times, nurture and grow business, evaluate opportunities and risks, and successfully drive efficiency and productivity whilst reducing costs and inefficiencies and delivering innovative solutions to challenges.
Similarly, Mrs. Roma Ashok Balwani brings to the Board her experience & expertise of handling brand, strategic communications, advertising, media relations, reputational risk, CSR, ESG communication and engaging with SRIs (Socially Relevant Investors in India & globally to sustain 'social license to operate' for all operations of a conglomerate-Vedanta Resources & Vedanta Limited & all subsidiaries.
Similarly on the recommendations of the Nomination and Remuneration Committee and Board of Directors, the Shareholders of the Company in their Extra-Ordinary General Meeting held on 5th July, 2024, appointed Mrs. Neha Sunil Huddar (DIN: 00092245) as Non-Executive Independent Women Director and Mr. Hukam Chand Daga (DIN: 00441914) as Non-Executive Independent Director of the Company w.e.f. 9th August, 2024 for a term of 05 (Five) Consecutive years, in terms of the applicable SEBI Listing Regulations and provisions of the Companies Act, 2013 read with Schedule IV.
Mrs. Neha Sunil Huddar brings to the Board her experience in Accounts, Finance, CSR and HR functions. She was CFO of a listed Company for more than 15 years where she has handled all aspects of Accounts and Finance and she is well versed with CSR requirements. Similarly, Mr. Hukum Chand Daga brings to the Board his experience in the field of Industrial Operations, Mining, Power, Textile, Coal, Financial Management, etc. The Company has taken shareholders' approval pursuant to Regulation 17(1A) of SEBI (LODR) Regulations, 2015 related to the appointment of Mrs. Roma Ashok Balwani and Mr. Hukum Chand Daga, who will attain the age of 75 years during their tenure as Non-Executive Independent Director of the Company.
In accordance with the provisions of Section 152(6) (c) of the Companies Act, 2013 and the Company's Articles of Association, Mr. Abhishek Agrawal and Mr. Dinesh Kumar Gandhi, Directors of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment.
30. CHANGES IN STATUS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:
There is no change in the status of subsidiary, joint ventures and associate companies during the year 2023-24
31. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES:
Hira Ferro Alloys Limited (HFAL) - Subsidiary Company:
HFAL is engaged in the manufacture of ferro alloys with captive power generation. HFAL also operates IPP power plant (Bio-Mass & Wind Mill). The operating & financial highlights of HFAL for the year under review are as under:
The performance of the HFAL was affected due to fall in ferro alloys prices and reduction in production due to shutdown of the plant for de-bottlenecking and increase in plant efficiency, during the year as compared to last year.
Alok Ferro Alloys Limited (AFAL) - Subsidiary Company:
AFAL is engaged in the manufacture of ferro alloys with captive power generation. The operating & financial highlights of AFAL for the year under review are as under:
The performance of the AFAL was also affected due to fall in ferro alloys prices and reduction in production due to shutdown for substantial renovation of the plant during the year as compared to last year.
Ardent Steel Private Limited (ASPL) - Associate Company:
ASPL is engaged in manufacture of Iron ore Pellets having plant in Odisha.
The performance and financial position of the Company's subsidiaries namely Hira Ferro Alloys Limited, Alok Ferro Alloys Limited and Godawari Energy Limited, Associate Company namely Ardent Steel Private Limited for the Financial Year 2023-24 are also given in ANNEXURE 05. The results of Associate Company viz., Chhattisgarh Ispat Bhumi Limited and Joint Venture Companies namely Raipur Infrastructure Company Limited and Chhattisgarh Captive Coal Mining Private Limited were not audited at the time of finalization of the Financial Statements of the company. These Companies does not have major commercial operations and therefore they have insignificant impact on the overall consolidated position of the Company.
Moreover, Godawari Energy Limited and Chhattisgarh Captive Coal Mining Private Limited have not yet commenced their commercial operations and their projects have been abandoned.
32. DEPOSITS:
The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
There were no contracts, arrangements or transactions entered into during fiscal year 2024. Hence the information as required under the Companies Act, 2013 in the prescribed Form AOC-2 is not applicable.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
35. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal & financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.
36. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an internal control system commensurate with the size and scale and complexity of its operations. The scope and authority of Internal Audit functions have been defined in the Internal Audit scope of work to maintain its objectivity and independence, the Internal Audit functions reports to the Chairman of the Audit Committee of the Board.
The Internal Audit department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating system, accounting procedures and policies of the Company and its subsidiaries. Based on the report of the Internal Auditors, process owners undertake corrective actions in their respective areas and thereby strengthen the control. Significant Audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
37. MAINTENANCE OF COST RECORDS:
The Company is required to maintain cost records of the Company as specified under Section 148 (1) of the Companies Act, 2013. Accordingly, the Company has properly maintained cost records and accounts.
38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, Temporary, Training) are covered under this Policy.
The committee met once during the year 2023-24 and the attendance of the members at these meetings is as follows:
However, no complaints have been received during the year 2023-24.
39. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Board of Directors have established 'Whistle Blower Policy' and 'Code of Conduct' for the directors & employees of the Company as required under the provisions of Sec. 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its powers) Rules,
2014 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The said Policy has been properly communicated to all the directors and employees of the Company through the respective departmental heads and the new employees are being informed about the Whistle Blower Policy by the Personnel Department at the time of their joining.
40. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 (12) read with Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is given in ANNEXURE 06. The Statement showing the names and other particulars of the employees of the Company as required under Rule 5 (2 &3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be furnished since none of the employees of the Company has received remuneration in excess of the remuneration mentioned in the above mentioned Rule 5 (2) during the Financial Year 2023-24 except the following whose details are given below:
41. CORPORATE GOVERNANCE REPORT:
Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance and a certificate of non-disqualification of directors from Practicing Company Secretary forming an integral part of this Report is given as ANNEXURE 07.
42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
The 'Business Responsibility and Sustainability Report' (BRSR) of your Company for the year 2023-24 forms part of this Annual Report as required under Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 has been disclosed on the website of the Company at https://www.godawarip- owerispat.com/investors-information/annual-reports/. Your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting targets and improving economic performance to ensure business continuity and rapid growth.
43. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate management discussion and analysis report which forms an integral part of this Report is given as ANNEXURE 08.
44. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:
There are no applications made during the financial year 2023-24 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.
45. DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Your company has not made any one-time settlement with any of its lenders.
46. BOARD POLICIES:
The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBI Regulations are provided in ANNEXURE 09.
47. SECRETARIAL STANDARDS:
The Company has followed the applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively.
48. ACKNOWLEGEMENTS:
The Board expresses its sincere gratitude to the shareholders, bankers/lenders, Investors, vendors, State and Central Government authorities and the valued customers for their continued support. The Board also wholeheartedly acknowledges and appreciates the dedicated efforts and commitment of all employees of the Company.