Dear Shareholders,
The Board of Directors of Usha Martin Limited ("the Company") is pleased to
present the 38th Annual Report and Audited Accounts for the Financial Year
ended 31st March 2024. A brief summary of the Company's standalone and
consolidated performance is given below:
FINANCIAL SUMMARY / HIGHLIGHTS
(Rs. in Crore)
|
Standalone |
|
Consolidated |
|
|
FY 2023-24 |
FY 2022-23 |
FY 2023-24 |
FY 2022-23 |
Net Turnover |
2,046.09 |
2,041.71 |
3,225.20 |
3,267.76 |
Earnings before Interest, Tax, Depreciation and Amortisations |
460.38 |
328.70 |
638.84 |
541.39 |
(EBITDA) |
|
|
|
|
Depreciation |
32.74 |
26.51 |
77.00 |
67.48 |
Finance costs |
6.78 |
14.98 |
24.78 |
30.27 |
Profit before Tax |
420.86 |
287.21 |
537.06 |
443.64 |
Tax expenses |
98.75 |
73.51 |
125.39 |
104.78 |
Share of Profit of Joint Venture |
- |
- |
12.45 |
11.74 |
Profit after tax |
322.11 |
213.70 |
424.12 |
350.60 |
Other comprehensive income / (loss) [Net of Tax] |
(5.84) |
(0.56) |
1.14 |
47.90 |
Total comprehensive income / (loss) |
316.27 |
213.14 |
425.26 |
398.50 |
Review of Operations
The turnover for the year was Rs. 3,225.20 Crore on consolidated basis and Rs. 2,046.09
Crore on standalone basis as compared to Rs. 3,267.76 Crore and Rs. 2041.71 Crore
respectively in the previous year. EBITDA was Rs. 638.84 Crore on consolidated basis as
compared to Rs. 541.39 Crore in previous year and on standalone basis was Rs. 460.38 Crore
as compared to Rs. 328.70 Crore in previous year. A detailed discussion on review of
operations of the Company has been included in Management Discussion and Analysis which
forms part of this Annual Report.
Dividend & Reserves
The Board of Directors at their meeting held on 26th April 2024 has
recommended payment of Rs. 2.75 only (Rupees Two and seventy five paisa only) [275%]
(previous year Rs. 2.50 only [250%]) per equity share of the face value of Re. 1 (Rupee
One only) each as final dividend for the financial year ended 31st March 2024.
The payment of final dividend is subject to the approval of shareholders at the ensuing
Annual General Meeting ("AGM") of the Company. In view of the changes made under
the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the
Company shall be taxable in the hands of shareholders. The Company shall accordingly make
the payment of final dividend after deduction of tax at source. The dividend recommended
is in accordance with the Dividend Distribution Policy of the Company. The 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") is available under the Investor Relations section on the
Company's website: https://ushamartin.com/upload/
investorrelations/dividend-distribution-policy.pdf Your Directors do not propose to carry
any amount to reserves for the year under review.
Outlook and Business
Global economic activity shows signs of recovery due to easing out of inflation and
softening of monetary policies however pace of recovery may remain slow. After a sharp
slowdown in 2022 and another decline last year, global output growth is set to hold up in
2024. Downside risks to the outlook include an escalation of the recent conflict in the
Middle East and associated commodity market disruption causing financial stress amid
elevated debt and high borrowing costs, persistent inflation, weaker-than-expected
activity in China, trade fragmentation, and climate-related disasters. As we step into
2024, the outlook for business in India looks promising and dynamic. With a robust economy
poised for growth, fueled by technological advancements and government initiatives, the
business landscape is ripe with opportunities. Further the expectation of pickingup
of government, private and public-private partnership spending on infrastructure
development projects like highways, railways, airports, ports, building construction,
transportation, material handling and "housing for all" and "smart
city" projects may be growth drivers for both the economy as well as for connected
industries.
The acceleration of digitalisation continues to revolutionise industries, fostering
innovation and efficiency across sectors. Furthermore, India's commitment to
sustainability and renewable energy presents avenues for environmentally conscious
ventures to thrive. However, challenges such as regulatory complexities and global
economic uncertainties remain pertinent. With renewed focus on specialty wire-rope
business and strategic initiatives to consolidate leadership, the Company is undergoing a
strategic transformation. As we venture forward, our resolve of "Reshaping our
Industry with Responsibility" is a reflection of our commitment towards transforming
into a sustainability leader. The Company is poised for sustainable growth with value
accretive capital expenditure plans, enhancement of specialty offerings across industry
segments, increase of geographical spread in strategic markets through overseas
subsidiaries and focus on digitisation initiatives. The Company is confident in
confronting the challenges of an ever-changing macroeconomic environment.
Quality
The Company is committed to delivering quality and complying with applicable regulatory
norms by adhering to the highest standards of quality and safety by embracing various
manufacturing certifications. Certification of Conformation with respect to Quality
Management System under ISO 9001:2015 continues to be maintained. Certificate of Product
Design Assessment ("PDA") issued by ABS, Ship/Offshore Engineering Department,
Singapore is in place. Further the Company continues to have Approval of Manufacturing
("AOM") from DNV-GL, ABS & Lloyd. The organisation has a Certificate of
Authority to use the official API Monogram issued by American Petroleum Institute, USA.
The Company continues to maintain diverse range of product certifications such as BIS from
Bureau of Indian Standards, Inmetro of Brazil, SONCAP of Nigeria, China Classification
Society of China, NKK of Japan, Certificate of Recognition for BV Mode II scheme by Bureau
Veritas, SIRIM QAS of Malaysia, SNI of Indonesia. The Mooring Line Base Design
Certification conforming with Mooring Equipment Guidelines is in place. LRPC product
continues to be certified by Australasian Certification Authority for Reinforcing and
Structural Steels Ltd. and the Company is an approved manufacturer and supplier of wire
ropes to mines recognised by Directorate General of Mines Safety, Dhanbad, India. The
Company is also an approved manufacturer of elevator ropes recognised by TUVSUD. The
Company has also received recognition as approved manufacturer of galvanised core wire
from PGCIL, India. Further the Company continues to have Certificate of Accreditation in
the field of testing as per ISO 17025: 2017 by National Accreditation Board for Testing
& Calibration Laboratories (NABL). The Company has also received certification from
ASQPE (Association for the Qualification of Prestressing and Equipment for Works and Civil
These certifications mark our commitment to product quality and compliance on a global
scale. The Company is in constant pursuit of achieving business excellence. Concepts of
value engineering, kaizen management, fuguai management, 5S activities, Total Productive
Management (TPM), Lean Manufacturing are embraced and integrated at our production
facilities along with cost reduction initiatives, process improvements and digitisation.
This has resulted in promoting a culture of continuous improvement in productivity,
efficiency, waste elimination, and cost reduction affirmatively impacting sustainable
profitability and growth of the Company. Our Research and Development (R&D) team, in
collaboration with several multidisciplinary teams, designs products that are not only
customised as per customer requirements but also provide best-in-class Health and Safety
(H&S) and environmental protection throughout the products' life cycle. The Company
has embarked on a "Safety Excellence Journey" with the ambition of Zero
Harm' by promoting a robust safety culture, implementing safe work procedures, and
monitoring and controlling unsafe work conditions. To maintain good standards of health
and safety, the Company has in place Integrated Management System (IMS) Policy, by the
requirements of ISO 45001. The Company also recognises employees with On the Spot
Awards' for promoting a safety culture and Quality Awards' for excellence in quality
control.
Environment
The Company is committed towards environment sustainability. As a step in this
direction, the Company has laid down our environmental objectives and targets in alignment
with the requirements of ISO 14001: 2015 and the best-in-class industry practices.
Further, the Company has taken proactive steps towards improving its environmental
performance through climate stewardship, minimising air pollution, reducing water
footprint, minimising waste in operations and enhancing biodiversity in our community.
Since, the Company belongs to a sector that is energy and emission-intensive,
decarbonising its operations is key for its sustainable growth. The Company has undertaken
to become energy efficient, enhance renewable energy consumption and replace propane and
Liquefied Petroleum Gas (LPG) with Piped Natural Gas (PNG) in its furnace operations to
reduce emissions. The Company monitors the quantum of air pollutants released in the
ambient air through the National Accreditation Board for Testing and Calibration
Laboratories (NABL) - accredited agencies on a monthly basis and have also installed
Electrostatic Precipitators (ESPs) for air pollution control particularly for removing
harmful particulate matter at power generating stations. By installation of ESPs, Online
Continuous Emissions Monitoring System (CEMS), Continuous Ambient Air Quality Monitoring
System (CAAQMS) the Company has maintained stack emissions below permissible levels.
Recognising the importance of water and aspiring to meet global benchmarks during the
reporting period the Company intends to reduce freshwater withdrawal by 50% by FY 2029-30.
The Company continues to conserve and further enhance its green foot print by focusing on
greenery & greenbelt development.
Subsidiaries & Joint Ventures
The international subsidiaries of the Company provide significant synergy and support
to the overall business and performance. A key joint venture formed by the Company namely
Pengg Usha Martin Wires Private Limited continues to operate profitably at Ranchi in the
State of Jharkhand as reflected by a healthy balance sheet. During the year under review,
the following 2 (two) step-down subsidiaries were incorporated: (i) Usha Martin
Espa?a, S.L. was incorporated in Spain as a wholly owned subsidiary of Usha Martin
International Limited ("UMIL") which is a wholly owned subsidiary of the
Company; (ii) Brunton Wire Ropes Industrial Company Limited was incorporated in Kingdom of
Saudi Arabia as a joint venture between Brunton Wire Ropes FZCo ("BWRF"), a
subsidiary of the Company, Inma Energy Company (IMNA) and Abdul Aziz Al Barrack Holding
Company. Pursuant to the agreed shareholding pattern, this newly incorporated company is
regarded as a subsidiary of BWRF. Tesac Usha Wirerope Company Limited, an existing
step-down joint venture of the Company in Thailand became a wholly owned subsidiary of
Usha Siam Steel Industries Public Company Limited (subsidiary company) during the year
under review. Thereafter the name was changed from "Tesac Usha Wirerope Company
Limited" to "Usha Siam Specialty Wire Company Limited". The Board of
Directors of the Company at their meeting held on 3rd November 2023 have
approved the proposal for removal/ strike-off of the name of Usha Martin Power &
Resources Limited (UMPRL'), a non-material wholly owned subsidiary under the
applicable provisions of the Companies, Act, 2013. UMPRL filed an application with
Registrar of Companies, West Bengal for removing its name from register of companies. Such
application was approved by Registrar of Companies on 11th March 2024 and
accordingly UMPRL has ceased to be subsidiary of the Company effective 11th
March 2024. Apart from the above, there were no entities which were incorporated or ceased
to be subsidiaries, joint ventures and associates of the Company. A statement covering the
performance and financial position of each of the subsidiaries, associates and joint
ventures is provided separately and forms part of this Report.
Deposits
During the year under review, the Company has not accepted any deposit under Section 73
of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of
Deposits) Rules, 2014 (as amended). As on 31st March 2024, there are no
unclaimed deposits with the Company. The Company has not defaulted in repayment of
deposits or payment of interest on deposits thereon in the past.
Share Capital
The paidup Equity Share Capital as on 31st March 2024 stood at Rs.
30.54 Crore. During the year under review, the Company has not issued any shares with or
without differential voting rights, granted stock options or issued sweat equity shares.
The total issued and paid-up equity shares of the Company as on 31st March 2024
as per the stock exchange records stands inflated by 230 equity shares. This was caused
due to an erroneous additional electronic transfer of 230 equity shares to Investor
Education & Protection Fund (IEPF) under the Ministry of Corporate Affairs (MCA) by
way of corporate action executed on 29th September 2020 by Central Depository
Services (India) Ltd. (CDSL) and erstwhile Registrar & Transfer Agent (RTA) of the
Company, MCS Share Transfer Agent Limited. The Company has been continuously engaging with
IEPF Authority under MCA, New Delhi for necessary rectification of this entry in the
records.
Significant and Material Orders Passed by Regulators or Courts or Tribunals Impacting
the Going Concern Status and Company's Operations in Future
During the year, no significant material orders were passed by any regulatory authority
or court against the Company which may affect the going concern status of the Company. The
Central Bureau of Investigation ("CBI") registered a regular case on 20th
September 2016 ("FIR No. 1") under the Indian Penal Code, 1860 ("IPC")
and the Prevention of Corruption Act, 1988 ("PC Act") against certain
individuals and the Company, wherein, inter-alia, various illegalities have been alleged
qua the allocation of mine to the Company and abuse of official position by government
servants. In October 2020, CBI registered another first information report ("FIR No.
2") under the PC Act read with the IPC against the Company, few officials of the
Company and others, alleging influencing of the investigation in FIR No. 1 for which
proceedings are pending adjudication at CBI Court, New Delhi. The Directorate of
Enforcement ("ED"), Patna passed a provisional order dated 9th August
2019 ("Provisional Order") for provisional attachment of certain immovable
properties of the Company valued at approximately Rs. 190 Crore situated at Ranchi in the
State of Jharkhand. This order was passed in connection with sale of iron-ore fines in
earlier years from the erstwhile iron-ore mines of the Company situated at West Singhbhum
in the State of Jharkhand. On 10th January 2020, the Adjudicating Authority
under the Prevention of Money Laundering Act, 2002 ("PMLA") issued an order
confirming the Provisional Order, subsequent to which the Company filed applications for
stay and appeal against the order of Adjudicating Authority, PMLA, with the Appellate
Tribunal, PMLA, New Delhi. The Appellate Tribunal vide an order dated 31st
January 2020 directed that status quo be maintained and presently the matter is pending
adjudication before the Appellate Tribunal. ED filed a complaint followed by a
supplementary complaint before the District and Sessions Judge cum Special Judge, Ranchi
("Ranchi Trial Court") which is pending adjudication at Ranchi Trial Court. In
connection with FIR 2, ED filed a complaint before the Special Court, New Delhi
("Special Court") under PMLA which is presently pending adjudication in the
Special Court. Reference is drawn to Note 38 to the Accounts in this Annual Report and the
Emphasis of Matter' by the Auditors in their Report.
Details in Respect of Adequacy of Internal Financial Controls with Reference to the
Financial Statements
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company (with its inherent weaknesses), work performed
by the internal, statutory, cost and secretarial auditors and external consultants
specially appointed for this purpose, including audit of internal financial controls over
financial reporting by the statutory auditors, and the reviews performed by management and
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 year
ended on 31st March 2024.
Directors and Key Managerial Personnel
During the year under review, Mr. Rajeev Jhawar (DIN: 00086164) was re-appointed as
Managing Director of the Company for a period of five years from 19th May 2023
to 18th May 2028. The members of the Company have approved the said
re-appointment. In accordance with the provisions of Schedule V of the Act, the Company
has filed an application with the Central Government seeking approval for his
re-appointment and the same is awaited. Mr. Vijay Singh Bapna (DIN:02599024) was
re-appointed as an Independent Director for a second term of five years from 27th
May 2023 to 26th May 2028. Mr. S K Modak (DIN: 00983527) was appointed as
Whole-Time Director for a period of five years from 27th April 2023 to 26th
April 2028 and Mr. Tapas Gangopadhyay (DIN: 10122397) was appointed as Non-Executive
Director effective 27th April 2023. The above appointments were approved by the
shareholders through postal ballot on 20th June 2023.
The Board of Directors at its Meeting held on 27th March 2024 on the
recommendation of the Nomination and Remuneration Committee and subject to approval of the
members of the Company, have appointed Mr. S B N Sharma [DIN: 08167106] as Whole Time
Director for a period of five years from 1st April 2024 to 31st
March 2029. The five-year tenure of Mrs. Ramni Nirula (DIN: 00015330) expires on 25th
July 2024. The Board of Directors at its meeting held on 26th April 2024 on the
recommendation of the Nomination and Remuneration Committee and subject to approval of the
members of the Company, have appointed her as an Independent Director for a second term of
5 (five) years from 26th July 2024 to 25th July 2029. As required
under provisions of the Act and SEBI Listing Regulations, all Independent Directors of the
Company have confirmed that they meet the requisite criteria of independence. Mr. Devadip
Bhowmik (DIN: 08656505) ceased to be a Director of the Company effective close of business
hours of 27th_April 2023 and Mr. D J Basu (DIN: 02498037) ceased to be a
Director effective close of business hours on 5th June 2023. Mr. S K Modak
(DIN: 00983527) has resigned as Director of the Company and will cease to be the Whole
time Director of the Company effective close of business hours of 30th April
2024. In accordance with the provisions of the Act, Mr. Tapas Gangopadhyay (DIN: 10122397)
retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers
himself for re-appointment. The proposal regarding his re-appointment is placed for
approval by the shareholders. Mr. Anirban Sanyal has resigned as the Chief Financial
Officer (CFO) of the Company and will cease to be the CFO effective close of business
hours on 30th April 2024. Mr. Abhijit Paul has been appointed as the CFO with
effect from 1st May 2024.
Directors' Responsibility Statement
Pursuant to requirements under Section 134(5) of the Act, the Board, to the best of its
knowledge and belief, confirms that: i) the applicable accounting standards have been
followed in preparation of annual accounts for Financial Year ended 31st March
2024 and proper explanations have been furnished relating to material departures; ii)
accounting policies have been selected and applied consistently and prudent judgments and
estimates have been made so as to give a true and fair view of state of affairs of the
Company at end of financial year and of profit and loss of the Company for year under
review; iii) proper and sufficient care has been taken for maintenance of adequate
accounting records in accordance with provisions of the Act for safeguarding assets of the
Company and for preventing and detecting fraud and other irregularities; iv) the annual
accounts for Financial Year ended 31st March 2024 have been prepared on a going
concern basis; v) internal financial controls are in place and that such financial
controls are adequate and operating effectively; vi) adequate systems to ensure compliance
with the provisions of all applicable laws are in place and are operating effectively.
Board Evaluation
The criteria and manner for formal performance evaluation of individual Directors, the
Board as a whole and the Board Committees has been formulated. Every Director evaluates
the performance of other Directors (excepting himself/ herself), the Board as a whole and
its Committees and provides feedback to the Nomination & Remuneration Committee. The
Nomination & Remuneration Committee reviews the feedback and makes relevant
recommendations to the Board for final evaluation. The Board is of the opinion that the
Independent Directors of the Company hold the highest standards of integrity and possess
the requisite expertise and experience required to fulfil their duties as Independent
Directors. Further, all Independent Directors of the Company have enrolled themselves on
the Independent Directors' Databank as on the date of this Report and undergo the online
proficiency self-assessment test within the specified timeline unless exempted under the
applicable Rule of the Act.
Nomination & Remuneration Policy
In accordance with the provisions of the Act and SEBI Listing Regulations, the Company
has in place Nomination and Remuneration Policy which prescribes criteria for
determination of qualification, positive attributes and independence of Directors along
with remuneration of Directors, Senior Management Personnel (including Key Managerial
Personnel) and other employees. The Remuneration Policy of the Company is annexed as part
of this Report and is also available on the website of the Company at
https://ushamartin.com/upload/investorrelations/ remuneration-policy.pdf
Vigil Mechanism and Whistle Blower Policy
The Company has a coded Vigil Mechanism and Whistle Blower Policy available at
https://ushamartin.com/upload/
investorrelations/details-of-establishment-vigil-mechanism-whistle-blower-policy.pdf. This
Policy provides a framework to promote responsible and secure reporting of undesirable
activities ("whistle blowing"). Through this Policy, the Company seeks to
provide a mechanism to the whistleblower to disclose any misconduct, malpractice,
unethical and improper practice taking place in the Company for appropriate action and
reporting, without fear of any kind of discrimination, harassment, victimisation or any
other unfair treatment or employment practice being adopted against the whistleblower.
Particulars of Employees & Managerial Remuneration
The required disclosure in accordance with Section 197 of the Act read with Rule 5 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended
from time to time is provided separately and forms part of this report.
CEO and CFO Certification
In accordance with the provisions of the SEBI Listing
Regulations, the Managing Director and Chief Financial Officer of the Company have
submitted the relevant certificate for the year ended 31st March 2024 to the
Board of Directors.
Auditors
In accordance with the provisions of Section 139 of the Act and pursuant to
shareholders approval at the 35th Annual General Meeting held on 11th
August 2021, Messrs. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration
No. 301003E/ E300005) had been re-appointed as Statutory Auditors of the Company to hold
office from the conclusion of the 35th Annual General Meeting till the
conclusion of the 40th Annual General Meeting of the Company. The Emphasis of
Matter mentioned in the Auditors' Report is self-explanatory. During the year under
review, the Auditors did not report any matter under Section 143(12) of the Act, therefore
no detail is required to be disclosed under Section 134(3) (ca) of the Act.
Cost Auditors
Pursuant to Section 148 of the Act and Rules, the Company is required to maintain cost
records as specified by the Central Government and accordingly such accounts and records
are made and maintained. The Board had appointed M/s. Mani & Co., Cost Accountants for
a term of one year, to conduct cost audit of the Company for the FY 2023-24 and had
recommended their remuneration to the shareholders which was ratified at the Annual
General Meeting held on 10th August 2023. Subsequent to the recommendation of
the Audit committee, the Board has re-appointed M/s. Mani & Co., Cost Accountants as
the Cost Auditors of the Company for the Financial Year ending 31st March 2025
and their remuneration is sought to be ratified by the shareholders at the forthcoming
Annual General Meeting and is included as an agenda item in the Notice convening the 38th
Annual General Meeting of the Company.
Secretarial Audit, Corporate Governance Report and Secretarial Standards
During the year under review, the Board of Directors had appointed M/s. A K Labh &
Co. firm of Practicing Company Secretaries for conducting secretarial audit in accordance
with the provisions of the Act and the Rules framed thereunder. The Secretarial Audit
Report is annexed and forms part of this
Report. The observations mentioned in the Secretarial Audit Report is self-explanatory
in nature. The Company has complied with the applicable requirements of SEBI Listing
Regulations and followed the practice of getting disclosures from directors and senior
management personnel relating to any material, financial and commercial transactions where
they have any personal interest with a potential conflict of interest with the Company at
large. A detailed Report on Corporate Governance is annexed and forms part of this Annual
Report. The Company has also complied with the Standards of Secretarial Standards 1 &
2 issued by the Institute of Company Secretaries of India as applicable during the year
ended 31st March 2024.
Business Responsibility and Sustainability Report
The Business Responsibility and Sustainability Report as stipulated in the SEBI Listing
Regulations, amended from time to time, forms part of the Annual report.
Audit Committee
Members of the Audit Committee as on 31st March 2024 were Mr. Vijay Singh
Bapna as Chairman, Mr. S Ravi, Mr. R Venkatachalam and Mr. Rajeev Jhawar. The Company
Secretary acts as the Secretary to the Audit Committee. All recommendations of the Audit
Committee were duly accepted by the Board and there were no instances of any disagreement
between the Committee and Board.
Corporate Social Responsibility (CSR)
The Company continues to take its role as a responsible corporate citizen very
seriously and is deeply involved in sustainable development of communities in and around
its areas of plant operations. The CSR policy of the Company is available on
https://ushamartin.com/upload/investorrelations/
corporate-social-responsibility-policy.pdf. The Company's commitment to its
responsibilities towards society over the years has never been confined to the
requirements of any statute. As per the provisions of Section 135 of the Act, the Company
need not statutorily incur any social responsibility spending owing to absence of net
profits (calculated in the manner as per the provisions of the Act) over the last three
financial years and hence, the Company had not made any CSR spending as required under
Section 135 of the Act. However, your Company continues to contribute voluntarily to Usha
Martin Foundation, CSR arm of the Company which carries out various initiatives for social
upliftment and development of communities living in and around the production facilities.
As on 31st March 2024, the CSR committee comprised of Mr. Vijay Singh Bapna as
Chairman, Mrs. Ramni Nirula, Mr. S Ravi and Mr. Tapas Gangopadhyay as members. The annual
report on CSR activities as required under the provisions of the Act and the Rules framed
thereunder is provided elsewhere and forms part of this Report.
Annual Return
In accordance with Sections 92 (3), 134 (3) (a) read with Rule 12 of the Companies
(Management and Administration) Rules 2014 (as amended) a copy of the Annual Return of the
Company is hosted on its website and can be accessed at https://
ushamartin.com/investor-relations/investor-information/ others#annual_return.
Number of Meetings of Board and it's Committees
The details regarding meetings of the Board and Committees have been provided in the
Corporate Governance Report forming part of this Annual Report.
Particulars of Loans, Guarantees and Investments
The particulars of loans, guarantees or investments are provided in Notes 5 and 30(C)
to the Financial Statements.
Particulars of Contracts or Arrangements with Related Parties
During the year under review, in compliance with the Act and SEBI Listing Regulations,
all related party transactions had been placed before the Audit committee for approval.
Necessary approval of the Board has also been obtained where required. Relevant disclosure
has been made in Form AOC2 pursuant to Rule 8(2) of the Companies (Accounts) Rules,
2014 is given as an annexure to this Report. The_Related Party Transaction Policy as
approved by the Board is hosted on the Company's website at https://ushamartin.com/upload/
investorrelations/policy-on-materiality-and-for-dealing-with-related-party-transactions.pdf.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134 (3) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014 is annexed separately and forms part of this report.
Risk Management
The Risk Management Committee of the Board of Directors of the Company is entrusted
with assisting the Board in discharging its responsibilities towards management of
material business risk (material business risks include but is not limited to operational,
financial, sustainability, compliance, strategic, ethical, reputational, product quality,
human resource, industry, legislative or regulatory and market related risks) including
monitoring and reviewing of the risk management plan / policies in accordance with the
provisions of SEBI Listing Regulations. The Company has a risk organisation structure
which reviews risks, identifies ownership of risk, assesses the implication of such risks
and the method to mitigate the same. As on 31st March 2024, the Risk Management
Committee comprised of Mr. Vijay Singh Bapna as Chairman, Mrs. Ramni Nirula, Mr. R
Venkatachalam, Mr. S Ravi, Mr. S K Modak and Mr. Tapas Gangopadhyay as Members.
Material Changes between the End of the Financial Year and Date of Report
There have been no material changes subsequent to the end of the Financial Year and the
date of this report which requires to be specifically reported other than as mentioned
elsewhere in this Annual Report.
Additional Disclosures
The Company had adopted effective from 1st April 2016, the notified Indian
Accounting Standards (Ind AS) and accordingly the Financial Statements (both standalone
and consolidated) for the year ended 31st March 2024 have been prepared under
Ind AS. In line with the requirements of applicable provisions of law, the Company has
made necessary disclosures in respect of Consolidated Financial Statements, Related Party
Transactions and Segmental Reporting. Further in accordance with the recent amendments
made in Rule 8(5) (xi) of Companies (Accounts) Rules, 2014 this is to confirm that as on
31st March 2024, no application or any proceeding is pending under the
Insolvency and Bankruptcy
Code, 2016 against the Company. Also, during the year under review there was no
instance of one-time settlement with banks or financial institutions and hence the
differences in valuation as enumerated under Rule 8 (5)(xii) of Companies (Accounts)
Rules, 2014 do not arise. Further this is to confirm that during the year under review
there were no changes in the nature of business carried on by the Company or by any of its
subsidiaries. The requisite disclosure in relation to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been provided separately
in this Annual Report.
Appreciation
Your directors place on record their appreciation for the valuable co-operation and
support of its employees, customers, suppliers, contractors, value chain partners,
shareholders, investors, government authorities, financial institutions, banks and other
stakeholders.
|
On behalf of the Board of Directors |
|
Rajeev Jhawar |
|
Managing Director |
|
DIN: 00086164 |
|
Place: Singapore |
|
S B N Sharma |
|
Whole Time Director |
|
DIN: 08167106 |
Date: 26th April 2024 |
Place: Ranchi |
|