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Nifty 25,966.40 +0.58%

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Scan Steels Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting Thirty-Second [32^nd] Annual Report of Scan Steels Limited [''The Company''],
together with the Audited Financial Statements [standalone and consolidated] for the Financial Year ended March 31,2025.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The financial highlights of the company, on standalone and consolidated basis, for the financial year ended March 31,2025
is summarized below:

('' n Lacs)

Financial results	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	78919.93	96541.32	78919.93	96541.32
Other Income	460.89	201.73	460.89	201.73
Total Income	79380.82	96743.05	79380.82	96743.05
Depreciation & Amortisation	1569.37	1540.20	1569.37	1540.20
Profit before Tax	2608.79	2415.64	2813.49	2748.07
Total Tax Expenses	648.29	642.63	648.29	642.63
Net Profit	1960.50	1773.01	2165.20	2105.44
Earnings Per Equity Share (in Rs.)
Basic	3.35	3.39	3.69	4.02
Diluted	3.35	3.37	3.69	4.00

* The financial highlights of the associate company are attached as Annexure II and forms part of this Annual report

ACCOUNTING STANDARDS

The Company has followed Indian Accounting Standards
[Ind AS] issued by the Ministry of Corporate Affairs in the
preparation of its financial statements.

OVERVIEW

During the year under review, On Standalone basis, the
Revenue from operations of the Company for FY 2024-25
was Rs. 78919.93 Lakhs as compared to Rs. 96541.32
Lakhs for FY 2023-24 registering a flat trajectory of
[18.25%]. The profit after tax [âPATâ] attributable to
shareholder for FY 2024-25 was Rs. 1960.50 Lakhs as
against Rs. 1773.01 lakhs for FY 2023-24 registering a
growth of 10.57%.

On a Consolidated basis, the Revenue from operations of
the Company for FY 2024-25 was Rs. 78919.93 Lakhs
as compared to Rs. 96541.32 Lakhs for FY 2023-24
registering a flat trajectory of[ 18.25%]. The profit after tax
[âPATâ] attributable to shareholder for FY 2024-25 was Rs.
2165.20 Lakhs as against Rs. 2105.44 lakhs for FY 2023Â¬
24 registering a growth of 2.84%.

*Note: The figures are in bracket shows negative.

On a Standalone basis, Earnings per share was '' 3.35
[Basic] and [Diluted] stood at in FY 2024-25 as compared
to '' 3.39 [Basic] and '' 3.37 [Diluted] in FY 2023-24.

On a Consolidated basis, Earnings per share was '' 3.69
[Basic] and [Diluted] stood at in FY 2024-25 as compared
to '' 4.02 [Basic] and '' 4.00 [Diluted] in FY 2023-24.

The company''s Financial Statements have been prepared
in compliance with the Indian Accounting Standards [Ind-
AS] as notified under the Companies [Indian Accounting
Standards] Rules, 2015, in accordance with Section 133 of
the Companies Act, 2013, and other applicable provisions
of the Act. The annual accounts have been prepared without
any significant deviations from the prescribed accounting
norms.

The company ensures timely adoption of new or amended
Ind-AS as applicable, and any material impact arising from
such changes is appropriately disclosed in the financial
statements.

The financial reporting process involves a thorough review
by the finance team and consultation with external auditors
to ensure adherence to statutory requirements.

DIVIDEND

Considering the financial performance for the year
ended March 31, 2025, your Board of Directors has not
recommended any dividend on equity shares as well as on
preference shares.

LISTING OF EQUITY SHARES

The Company''s equity shares are listed on the following
Stock Exchange:

(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai - 400 001, Maharashtra, India;

PROSPECTS

In terms of Regulation 34(2)(e) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a report
on the Management Discussion and Analysis covering
prospects is provided as a separate section in this Annual
Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion & Analysis
as required in terms of the SEBI Listing Regulations is
provided as a separate section in the Annual Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCTION AND PROTECTION FUND

Your Company did not recommend any dividend therefore
there were no such funds which were required to be
transferred to Investor Education and Protection Fund
(IEPF).

TRANSFER TO RESERVE

During the financial year 2024-25, no amount has been
transferred to reserve account.

DETAILS OF SUBSIDIARY/JOINT VENTURES/
ASSOCIATE COMPANIES

The company does not have and/or no company has
become subsidiary or joint venture company during the year
under review, but two body corporates and partnership firm
have become associates during the year under review. The
associate body corporates and partnership firms engaged
in the business of rental income of commercial property,
manufacturing and trading of steel products, and carrying
and transportation of goods, which makes logistic activities
feasible for the company and helps in uninterrupted material
movement, which in turn gives cost proposition benefits to
our dealers. The investments are made in the associates for
earning profits.

For FY 2024-25, the share of profit is Rs. 199.43 lakhs,
which is a marginal one for the year being the first year
of investment. The management is in the opinion that the
company shall earn a handsome profit in the future and the
associates shall contribute a lot in the future.

The Company has, in accordance with provisions of Section
129(3) of the Companies Act, 2013 (âActâ), prepared
consolidated financial statements of the Company and
all its associates which forms part of the report. Further,
as per rule 5 of Companies (Accounts) Rules, 2014, a
statement containing the salient features of the financial
statements of the Company''s associates in Form AOC-1
is attached as Annexure I and highlights of performance/
Financial Position of associates companies during the
period under review as required under [Rule 8 of the
Companies (Accounts) Rules, 2014] Read with Section
129(3) of the Companies Act, 2013 and applicable rules
thereunder is attached as Annexure II is forming part of
the consolidated financial statements.

In accordance with the provisions of Section 136 of the
Act and the amendments thereto, read with the SEBI LODR
Regulations, the audited financial statements, including the
consolidated financial statements and related information
of the Company and financial statements of the Associate
companies are available on the website of the Company at
www.scansteels.com.

No companies have ceased to be subsidiaries or joint
ventures or associate companies during the FY 2024-25
hence no details regarding the same needs to be furnished.

The names of companies that have become associates as
per Section 2(6) of the companies Act, 2013 during the
year under review are as follows:

Sr. No.	Name of the company	CIN/GLN/ PAN/LLPIN	Address of the Company
1.	RPSG Agro Commodity Pvt. Ltd.*	U154900R2022PTC039159	Office No 400, 4th Floor, Forum Galleria Mall, IDCO Commercial Estate, Civil Township, 7/8 Area, Civil Township, Sundergarh, Raurkela Industrial Township [Orissa, India, 769004.
2.	Shristi Resorts & Multiplex Pvt. Ltd.*	U55101WB2005PTC139892	86 B/2 Topsia Road, Gajraj Chamber 2nd Floor,Flat No 2f & G, Kolkata, Topsia, West Bengal, India, 700046.
3.	RAR Ispat LLP*	ABC-4445	Plt No Cc/2, Ground Floor, Civil Township, Rourkela - 4, Sundergarh, Raghunathapali, Orissa, India, 769004.

*w.e.f Quarter ended on March 31, 2025.

FIXED DEPOSITS COVERED UNDER CHAPTER V OF THE
COMPANIES ACT, 2013

Pursuant to Section 73, 74 & 76 Rule 8[5][v] of Companies
[Accounts] Rules, 2014. The details relating to deposits,
covered under Chapter V of the Act are as follows: -

a. accepted during the year - ''Nil

b. remained unpaid or unclaimed as at the end of the year
-Nil

c. whether there has been any default in repayment of
deposits or payment of interest thereon during the year
and if so, number of such cases and the total amount
involved -

i. at the beginning of the year - Nil

ii. maximum during the year - Nil

iii. at the end of the year - Nil

There was No default in repayment of deposits or payment
of interest thereon during the year by Company and
accordingly No details to be provided by the Company in this
regard.

The details of deposits which are not in compliance with
the requirements of Chapter V of the Act -

Your Company has not accepted any deposits which are not
in Compliance with the requirement of Chapter V of the Act.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there are no changes in the
nature of business. The Company is continuing into the Steel
Manufacturing Business.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS.

INTERNAL CONTROL SYSTEMS AND AUDIT OVERVIEW

The Company has in place adequate internal financial controls
with reference to financial statements, commensurate with
the size and nature of its business, forms an integral part of
the Company''s corporate governance policies.

INTERNAL CONTROL

The Company has a proper and adequate system of
internal control commensurate with the size and nature
of its business. Internal control systems are integral to the
Company''s corporate governance policy.

Some of the significant features of internal control systems
include:

â¢ Documenting of policies, guidelines, authorities and
approval procedures, encompassing the Company''s all
primary functions.

â¢ Ensuring complete compliance with laws, regulations,
standards and internal procedures and systems.

â¢ De-risking the Company''s assets/resources and
protecting them from any loss.

â¢ Ensuring the accounting system''s integrity proper and
authorised recording and reporting of all transactions.

â¢ Preparing and monitoring of annual budgets for all
operating and service functions.

â¢ Ensuring the reliability of all financial and operational
information.

â¢ Forming an Audit committee of the Board of Directors,
comprising majority of Independent Directors. The Audit
Committee regularly reviews audit plans, significant
audit findings, adequacy of internal controls, monitors
implementation of audit recommendations and
compliance with accounting standards and so on.

â¢ Forming a comprehensive Information Security Policy
and continuous up-gradation of IT Systems.

As per the Regulation 9A - Institutional Mechanism for
Prevention of Insider trading via Notification December 31^st,
2018 SEBI (Prohibition of Insider Trading) (Amendment)
Regulation, 2018 below mentioned points were also
included in internal controls:

a) all employees who have access to unpublished price
sensitive information are identified as designated
employee;

b) all the unpublished price sensitive information shall be
identified and its confidentiality shall be maintained as
per the requirements of these regulations;

c) adequate restrictions shall be placed on communication
or procurement of unpublished price sensitive
information as required by these regulations;

d) lists of all employees and other persons with whom
unpublished price sensitive information is shared shall
be maintained and confidentiality agreements shall be
signed or notice shall be served to all such employees
and persons;

e) all other relevant requirements specified under these
regulations shall be complied with;

f) periodic process review to evaluate effectiveness of
such internal controls.

The internal control systems and procedures are designed
to assist in the identification and management of risks, the
procedure-led verification of all compliance as well as an
enhanced control consciousness.

INTERNAL AUDIT

The Company has a strong internal audit department
reporting to the Audit Committee comprising Directors and
Independent Directors who are experts in their field. The
scope of work, authority and resources of Internal Audit (IA)
are regularly reviewed by the Audit Committee and its work
is supported by the services of M/s. P.A. & Associates,
Chartered Accountants, (Odisha), PAN No. of the Firm:
AAFFP2414G, ICAI Registration No. 313085E, the
Internal Auditor of the Company.

Internal Auditors findings are discussed with the process
owners and suitable corrective actions taken as per the
directions of Audit Committee on an ongoing basis to
improve efficiency in operations.

Through IA function the Board obtains the assurance it
requires to ensure that risks to the business are properly
identified, evaluated and managed. IA also provides
assurance to the Board on the effectiveness of relevant
internal controls.

Audit plan and execution

The internal audit department prepares a risk-based audit
plan at the start of the year. The frequency of audit is
decided by risk ratings of areas functions. The audit plan is
carried out by the internal team. The audit plan is reviewed
periodically to include areas which have assumed significant
importance in line with the emerging industry trend and the
aggressive growth of the Company.

In addition, the audit committee also places reliance on
internal customer feedback and other external events for
inclusion of areas into the audit plan.

INTERNAL FINANCIAL CONTROLS

As per Section 134 (5) (e) of the Companies Act 2013, the
Directors have an overall responsibility for ensuring that the
Company has implemented robust systems and framework
of internal financial controls. This provides the Directors
with reasonable assurance regarding the adequacy
and operating effectiveness of controls with regards to
reporting, operational and compliance risks. To enable them
to meet these responsibilities, the Company has devised
appropriate systems and framework including proper
delegation of authority, policies and procedures, effective
IT systems aligned to business requirements, risk based
internal audit framework, risk management framework and
whistle blower mechanism.

These internal controls are reviewed by internal and
statutory auditors every year. The Audit Committee regularly
reviews the internal control system to ensure that it remains
effective and aligned with the business requirements.
Where weaknesses are identified as a result of the reviews,
new procedures are put in place to strengthen controls.
These are in turn reviewed at regular intervals.

The Company has developed a framework for designing and
assessing effectiveness of internal controls over financial
reporting and Financial Statements and has already laid
down entity level policies and process level standard
operating procedures.

The entity level policies comprise anti-fraud policies (code
of conduct, including conflict of interest, confidentiality
and whistle-blower policy) and other policies (organization
structure, roles and responsibilities, insider trading
policies and code of conduct, HR policy, related party
policy, prevention of sexual harassment policy, IT security
policy, business continuity and disaster recovery plan and
treasury risk management policy). The Company has also
prepared Standard Operating Practices (SOP) for each of
its processes of revenue to receive, procure to pay, hire to
retire, finance and accounts, fixed assets, treasury, inventory,
manufacturing operations, and administrative expenses.

Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and during the
year, such controls were tested and no reportable material
weakness in the design or operation were observed and
such systems were adequate and operating effectively.

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the internal, statutory and
secretarial auditors and external consultants, including the
audit of internal financial controls over financial reporting
by the statutory auditors and the reviews performed by
management and the relevant board committees, including
the audit committee, the Board is of the opinion that the
Company''s internal financial controls were adequate and
effective during FY 2025.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

SEBI carried out amendments to the SEBI (LODR)
Regulations, 2015 (SEBI Listing Regulations) vide the
SEBI (Listing Obligations and Disclosure Requirements)
(Sixth Amendment) Regulations, 2021 wherein certain
amendments into force from April 1,2022 while remaining
would come into force from April 1,2023 onwards.

Regulation 23(1) and (4) states that all RPTs with an
aggregate value exceeding 01,000 crares or 10% of annual
consolidated turnover of the Company as per the last audited
financial statements of the Company, whichever is lower, shall
be treated as Material Related Party Transaction (MRPTs)
and shall require approval of shareholders by means of an
ordinary resolution. The provisions of Regulations 23(4)
requiring approval of the shareholders are not applicable
for the RPTs entered into between a holding company and
its wholly owned subsidiary and RPT transactions entered
into between two wholly-owned subsidiaries of the listed
holding company, whose accounts are consolidated with
such holding company and placed before the shareholders
at the general meeting for approval.

The said limits are applicable, even if the transactions are in
the ordinary course of business of the concerned company
and at an arm''s length basis. The amended Regulation 2(1)
(zc) of the SEBI Listing Regulations has also enhanced the
definition of related party transactions which now includes
a transaction involving a transfer of resources, services or
obligations between a listed entity or any of its subsidiaries
on one hand and a related party of the listed entity or any
of its subsidiaries on the other hand, regardless of whether
a price is charged or not. Further, any transaction between
the Company or any of its subsidiaries on one hand, and any
other person or

entity on the other hand, the purpose and effect of which
is to benefit a related party of the listed entity or any of its
subsidiaries would be considered as RPTs regardless of
whether a price has been charged.

Accordingly, RPTs of the Company and RPTs of the subsidiary
entities exceeding the threshold of '' 1,000 crores or 10%
of annual consolidated turnover of the Company as per the
last audited financial statements of the Company, whichever
is lower, shall require approval of the Shareholders of the
Company with effect from April 1,2022 onwards.

(Note: Company has no subsidiaries hence provisions
related to subsidiary companies are not applicable.)

All contracts / arrangements / transactions entered by
the Company during the financial year with related parties
referred to in Section 188 (1) of the Companies Act, 2013
read with SEBI Listing Regulations were approved by Audit
Committee and were in the ordinary course of business and
on an arm''s length basis and Detail of which is furnished in
the Annexure ''A'' in Form AOC-2 attached with this Report in
compliance with Section 134 (3) (h) read with188 (2) of the
Companies Act, 2013.

The Company has developed an Internal Guide on Related
Party Transactions Manual and prescribed, Standard
Operating Procedures for purpose of identification and
monitoring of such transactions. Moreover, on the
recommendations of the Audit Committee, your Board
from time to time has devised the Policy on Related Party
Transactions to incorporate the regulatory amendments
to the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 read with provisions of the Companies Act, 2013.

The Policy on materiality of related party transactions and
dealing with related party transactions as approved by
the Board may be accessed on the Company''s website
at https://scansteels.com/policies-and-code/- Investor
Relations Segment. The Policy intends to ensure that
proper reporting; approval and disclosure processes are
in place for all transactions between the Company and
Related Parties. This Policy specifically deals with the review
and approval of Related Party Transactions keeping in mind
the potential or actual conflicts of interest that may arise
because of entering into these transactions.

The Board has approved the criteria to grant omnibus
approval by the Audit Committee. Prior omnibus approval is
obtained for RPT that are of repetitive nature and entered
in the ordinary course of business and are at arm''s length.
All Related Party Transactions are placed before the Audit
Committee for review and approval (read with SEBI LODR
(Third) amendment Reg. 2021).

All Related Party Transactions are subjected to independent
review by a reputed accounting firm to establish compliance
with the requirements of Related Party Transactions
under the Companies Act, 2013 and Regulation 23 of the
Securities and Exchange Board of India (Listing Obligation
and Disclosure Requirements) Regulations, 2015.
None of the Executive Directors except payment of their
remuneration and Independent Directors except payment of
their sitting fees have any material pecuniary relationships
or transactions vis-a-vis the company. Details of related
party transactions entered into by the Company, in terms
of Ind AS-24 have been disclosed in the note no. 30 to the
standalone/consolidated financial statements forming
part of this Report & Annual Accounts 2024-25.

ISO CERTIFICATION

Your company is having status of ISO 9001, ISO 14001
and ISO 45001, ISI 1786, IS 2062 & IS 2830 certification,
which is internationally recognized for the production, quality

control and Environmental as well as OHSAS respectively.
Your company has retained its TS 16949 certifications for
its quality management.

CREDIT RATING

During the year, the rating of the company has been reÂ¬
affirmed to CRISIL BBB /Stable Outlook (CRISIL Triple
B Plus with Stable Outlook) for Long Term Debt and Fund
Based Facilities and CRISIL A2 (CRISIL A Two Plus) for
Short Term Non-Fund based Facilities from CRISIL Ratings
Limited.

The Ratings derives strength from the experienced
promoters and management team, long track record and
established presence in the steel making, diversified product
portfolio, growth in scale of operation along with moderate
capital structure and debt protection metrics.

AUTHORITY TO DETERMINE MATERIALITY OF AN EVENT
AND DISCLOSURE OF THE SAME TO STOCK EXCHANGE
UNDER REGUALTION 30(5) OF SEBI (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGAULTION, 2015

Mr. Ankur Madaan, Whole- Time Director, of the Company,
and Mr. Prabir Kumar Das, Company Secretary and
Compliance Officer of the Company and Mr. Kalyan Kiran
Mishra, Chief Financial Officer of the Company authorized
by the Board for the purpose of determining the materiality
of an event or information, in terms with the Company''s
Policy on disclosure of material event / information and
archival policy to comply with the Provisions of Regulation
30 (5) of the SEBI ( Listing Obligations and Disclosure
Requirements) Regulations, 2015 and they are jointly and
severally authorized to make necessary disclosure to stock
exchanges regarding the same on behalf of the Company.

BRANDING INITIATIVE

The âSHRISTIIâ brand for its TMT bars is well accepted
in the market in varied segments and sectors with
wide customer base. For us, the central focus of all our
marketing and branding efforts is the customer. There is
a strong emphasis on expanding our presence across
various sectors and elevating the brand''s worth through
carefully crafted marketing initiatives that aim to increase
awareness and consideration. Our marketing strategy aligns
seamlessly with our organizational objective of emerging as
the one of the leading producers in the market, specialising
in premium products that provide exceptional value to our
customers.

INSURANCE

The Assets of the company are adequately insured against
the loss of fire, riot, earthquake, loss of profit etc, and other
risk which is considered by management, in addition to this
coverage, a statutory public liability insurance policy has
been taken by the company for providing coverage against
the public liability arising out of industrial accidents for
employees working in plants.

CUSTOMER RELATIONSHIP

Customer expectations and steel demand are evolving,
along with the channels for product and service delivery.
India''s rapid urbanisation necessitates faster construction,
making modularisation crucial for shorter building times and
enhanced aesthetics. Rising per capita income is boosting
demand for consumer goods, white goods, and automobiles.
Additionally, digital commerce is growing its influence in
heavy industries. This shift towards digital platforms is
reshaping how products and services are delivered in the
steel sector. The integration of technology in construction
and manufacturing is becoming increasingly important.

We believe that long-term collaborative relationships ensure
strong market presence and retention in chosen segments.
The company''s offerings target the needs of its discerning
customers, emphasizing quality and performance. We
aim at serving our customers through strong brand(s),
differentiated products, services, and solutions, engineering
support, partnering for growth, and a reliable supply chain
network. We are aiming to become the supplier of choice,
delivering premium products and services, and creating
value for our customers.

We recognise that effective stakeholder engagement is
crucial to the sustainability and success of our operations.
Engaging in meaningful dialogue with our diverse
stakeholders, we gain a deep understanding of their needs
and expectations. Regular and structured interactions
provide us with actionable insights essential for refining our
strategic planning processes. This continuous exchange
enables us to make well-informed decisions and implement
practices that address stakeholder concerns, reinforcing
responsible business conduct. We also engage through
vendor meetings, vendor feedback mechanisms, holding
meetings to connect with strategic suppliers, and also
through other physical and digital means.

BANKERS AND CONSORTIUM ARRANGEMENT

The company has a consortium arrangement with its
bankers, the State Bank of India and Punjab National Bank.
The State Bank of India is the lead bank. This consortium

arrangement is well defined and takes care of the
company''s credit facility requirements from time to time.
The consortium meetings are held quarterly on a regular
basis, and they also visit the company''s plant from time to
time as per their requirements.

ENVIRONMENT, HEALTH AND SAFETY

Your Company remains fully committed to upholding the
highest standards of legal compliance and operational
excellence in all aspects of Health, Safety, and Environmental
(HSE) management. During the year under review,
the Company continued to focus on energy and water
conservation, enhanced utilization of renewable energy
sources, and efforts to minimize waste generation across
operations. These initiatives are in alignment with the
Company''s broader goals of sustainable development and
environmental stewardship.

In line with this commitment, the management has
actively fostered a culture of safety and well-being across
the organization. The Company organizes routine fire
safety drills, along with periodic health check-ups for both
permanent and contractual employees, ensuring proactive
care and risk prevention at the workplace.

The Company recognizes that safety is not a one-time
initiative but an ongoing journey of continuous improvement.
Accordingly, it has outlined future plans aimed at further
enhancing the overall workforce well-being, promoting a
proactive approach to health and safety, and embedding a
strong safety-first culture throughout all operational sites.

Additionally, your Company reaffirms its commitment to
providing a safe, healthy, and secure working environment
across all manufacturing units and office, thereby ensuring
a responsible and people-centric approach to organizational
growth.

CYBER SECURITY

For us, cybersecurity is a top priority. As we embed
digitalization into our operations, our business is more
susceptible to cyber threats. We have meticulously devised
ways through which we can protect our business and our
stakeholders through various vulnerability and breach
assessments, keeping ourselves updated as per industry
best practices.

At Scan Steels, cybersecurity is pivotal in fortifying our
digital infrastructure against evolving threats. Guided by a
proactive strategy overseen by our Risk Management Board
Committee, we ensure robust protection for our operations.

HUMAN RESOURCE DEVELOPMENT AND PERSONNEL

The company''s human resources [HR] management
practices ensure fair and reasonable processes that are
compliant with regulatory and governance requirements.
HR Management focuses on key areas like fair wages,
a joint consultation system for working together, self-
supervised structures, robust reward and recognition
schemes, opportunities for learning and growth, and a
focus on employee well-being experience and engagement.
Employees excel and find fulfilment in workplaces that
prioritize purpose and maintain a strong organizational
culture. A purpose-driven work environment emphasizes
aligning employees'' roles with meaningful goals and
values. This approach fosters engagement, satisfaction,
and commitment among employees, ultimately enhancing
productivity and overall success within the organization. We
continue with our efforts to increase our gender diversity,
and efforts are channelled towards implementing policies
and recruitment initiatives across the organisation.

Scan Steels continues to enhance its internal processes
and initiatives aimed at fostering a culture of continuous
improvement, prioritizing safety, ethics, environmental
stewardship, and community welfare. We aim at fostering
teamwork, nurturing talent, enhancing leadership capability,
and acting with pace, pride, and passion.

Employee health, safety, and holistic well-being; attracting
and retaining diverse talent; providing an inclusive and
positive work environment; and local sourcing of labour are
the important values of the organizational culture.

Scan Steels considers its human capital not just as
part of its business but also as the foundation of its
diverse business activities to achieve success. To ensure
performance excellence at all levels, we emphasize retaining
and grooming meritorious employees. The company is
committed to cultivating a culture of excellence, deep
stakeholder engagement, and agility.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of section 135 of the
Act read with Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended from time to time, the
Board of Directors of the Company has duly constituted
a Corporate Social Responsibility [CSR] Committee.
The Company remains firmly committed to sustainable
development through the implementation of a well-defined
Corporate Social Responsibility [CSR] strategy. This strategy
places strong emphasis on respecting local communities
and cultures, protecting the environment, and conserving
natural resources and energy.

The Company''s Corporate Social Responsibility [CSR]
initiatives are fully aligned with the provisions of Section
135 of the Companies Act, 2013. A brief summary of the
CSR activities carried out during the year, along with the
Company''s CSR Policy, is provided in Annexure-B of this
Report, in the format prescribed under the Companies
(Corporate Social Responsibility Policy) Rules, 2014. The
complete CSR Policy, as approved by the Board of Directors,
is available on the Company''s website and can be accessed
via the following link: https://scansteels.com/ssl-policies/.

Further details regarding the CSR Committee, including
its composition and responsibilities, are included in the
Corporate Governance Report, which forms an integral
part of the Company''s Annual Report.

CORPORATE GOVERNANCE

Transparency is the cornerstone of your Company''s
philosophy and all requirements of Corporate Governance
are adhered to both in letter and spirit. The Company
ensures that it evolves and follows the corporate
governance guidelines and best practices diligently, not just
to boost long-term shareholder value, but also to respect
rights of the minority. The Board is conscious of its inherent
responsibility to disclose timely and accurate information on
the Company''s operations, performance, material corporate
events as well as on the leadership and governance matters
relating to the Company.

All the Committees of the Board of Directors meets at
regular intervals as required in terms of SEBI (Listing
Obligations & Disclosure Requirements) Regulations,
2015 and Companies Act. 2013. Your Board of Directors
has taken all necessary steps to ensure compliance
with all statutory requirements. The Directors and Key
Management Personnel of your Company have complied
with the approved ''Code of Ethics for Board of Directors and
Senior Executives'' of the Company.

The Report on Corporate Governance as required under
the SEBI [Listing Obligations & Disclosure Requirements]
Regulations, 2015 forms part of this Annual Report.
The Auditors'' Certificate on compliance with Corporate
Governance requirements is also attached to Directors
Report as Annexure âH''. Further as required under
Regulation 17[8] of SEBI [Listing Obligations & Disclosure
Requirements] Regulations, 2015, a certificate from the
Whole- Time Director & CFO is being annexed with this
Annual Report.

APPLICATION FOR âIN-PRINCIPLE APPROVALâ FOR
ISSUE AND ALLOTMENT OF 20,42,133 (TWENTY LACS
FORTY TWO THOUSAND ONE HUNDRED AND THIRTY
THREE) OPTIONALLY CONVERTIBLE REDEEMABLE
PREFERENCE SHARES (OCRPS) TO BE ISSUED ON A
PREFERENTIAL BASIS UNDER REGULATION 28(1) OF
THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS), REGULATIONS, 2015 TO BSE

The Board of Directors of the Company, at its meeting held
on March 31, 2025, approved the issue and allotment of
Optionally Convertible Preference Shares (OCPRS) and
further approved conducting the Postal Ballot process in this
regard. The Scrutinizer submitted his report on the results of
the Postal Ballot, and based on the said report, the resolution
was passed with the requisite majority. Accordingly, the
issue and allotment of OCPRS was duly approved.

The Company has made an application to the Bombay Stock
Exchange (BSE) for the issue and Allotment of 20,42,133
(Twenty Lacs Forty Two Thousand One Hundred And Thirty
Three) Optionally Convertible Redeemable Preference
Shares (OCRPS) to be issued on a Preferential Basis
under Regulation 28(1) of the SEBI (Listing Obligations
And Disclosure Requirements), Regulations, 2015.The
application is currently under consideration, and the
Company is awaiting the necessary approval (âIn-principle
approvalâ). The Board will take appropriate steps to
complete the process upon receipt of such approval.

The Board assures the Members that necessary actions
will be undertaken to give effect to the allotment once the
requisite approval is received.

SHARE CAPITAL

Authorised Share Capital

The authorized share capital of the Company as on March
31, 2025 is Rs. 86,50,00,000 (Rupees Eighty Six Crore
Fifty Lakhs only) divided into 7,15,00,000(Seven Crore
Fifteen Lakhs) equity shares of '' 10/- (Rupees Ten) each
and 1,50,00,000(One Crore Fifty Lakhs) Non-cumulative
Optionally Convertible Redeemable Preference Shares of
'' 10/- (Rupees Ten) each.

Issued/Subscribed/Paid Up Capital

The paid-up equity share capital as on March 31, 2025
and as on date is '' 58,60,22,950 (Fifty Eight Crore Sixty
Lakhs Twenty Two Thousand Nine hundred Fifty) divided into
5,86,02,295 (Five Crore Eighty Six Lakhs Two Thousand
Two Hundred Ninety Five) fully paid up Equity Shares of
'' 10/- (Rupees Ten Only).

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMP)

Composition

The Company recognizes that a diverse and well-balanced
Board is fundamental to its sustained success and effective
governance. In alignment with the provisions of Section
149 of the Companies Act, 2013 and Regulation 17 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, the composition of the Board reflects an
optimal mix of Executive and Non-Executive Directors.

The Board comprises individuals with a wide spectrum of
expertise, including industry knowledge, financial acumen,
legal insight, and operational experience. The Directors
also bring in diverse regional, cultural, and geographical
perspectives, which contribute meaningfully to informed
decision-making and help maintain the Company''s strategic
edge in a competitive environment.

As of March 31, 2025, the Board consisted of eight (6)
Directors, including:

â¢ Two (2) Executive Directors and

â¢ Four (4) Non-Executive Directors, including One (1) NonÂ¬
Independent Director-Chairperson related to Promoter
and one (1) Independent Woman Director

Appointment/ Re-appointment/ Resignation

Between Year End date March 31,2025 and the Date of
Director''s Report , the present term of Mr. Ankur Madaan
(DIN:07002199), as Whole-Time Director & Chief Executive
Officer (CEO), will expire on May 23, 2026. Based on the
recommendation of the Nomination and Remuneration
Committee, the Board has considered and approved his reÂ¬
appointment for a further term of 3 (Three) years from May
24, 2026 to May 23, 2029 (both days inclusive), subject to
approval of shareholders by way of Ordinary Resolution at
the ensuing Annual General Meeting.

Pursuant to the recommendation of the Nomination and
Remuneration Committee, the Board has considered
and approved the appointment of Mr. Jitendriya Mohanty
(DIN: 03586597) as an additional director (Non-Executive
Independent Director), Ms. P. Monalisha (DIN: 10992460)
as an additional director (Non-Executive Independent
Woman Director) and Mrs. Sushama Anuj Yadav (DIN:
07910845) as an additional director (Non-Executive
Independent Woman Director) for a first term of 5 (Five)
consecutive years, w.e.f. August 8, 2025 subject to approval
of shareholders by way of Special Resolution at the ensuing
Annual General Meeting.

Further, The Board of Directors, Approved the Resignations
Submitted by Mr. Gagan Jalan, (DIN: 09523622) (NonÂ¬
Executive Independent Director), Mr. Punit Kedia, (DIN:
07501851) (Non-Executive Independent Director) and
Mrs. Konika Poddar (DIN 10435224), (Non-Executive
Independent Woman Director) of the Company;
consequently, they ceased to be an Independent Director
of the Company from close of business hours on August 8,
2025. The Board of Directors and the Management of the
Company placed on record their deep appreciation for the
contributions made by them during their association with
the company as an independent director.

Apart from the changes as mentioned above, there were
no changes in the composition of the Board of the Company
during the year under review. Further, there were no
changes in the Key Managerial Personnel of the Company
during the year under review.

None of the Directors of the Company are disqualified
under Section 164(2) of the Companies Act, 2013. During
the year, the non-executive directors of the Company had
no material pecuniary relationship or transactions with the
Company. They are paid sitting fees, and reimbursement
of expenses incurred by them for the purpose of attending
meetings of the Company.

The following policies of the Company are attached herewith
marked as ANNEXURE âCâ and ANNEXURE âDâ: a) Policy
for selection of Directors and determining Director''s
independence; and b) Nomination and Remuneration Policy.

Directors retiring by rotation

Pursuant to the provisions of Section 152 of the Act read
with the relevant rules made thereunder, one-third of the
Directors are liable to retire by rotation every year and if
eligible, offer themselves for re-appointment at the AGM.

Mr. Ankur Madaan (DIN:07002199)-Whole Time Director,
being longest in the office are liable to retire by rotation
at the ensuing Annual General Meeting (âAGMâ) and
being eligible, has sought re-appointment. Pursuant to the
recommendation of the Nomination and Remuneration
Committee, the Board of Directors has recommended his
re-appointment and the matter is being placed for seeking
approval of members at the ensuing Annual General
Meeting of the Company.

Pursuant to Regulation 36 of the SEBI Listing Regulations
read with Secretarial Standard-2 on General Meetings,
necessary details of Mr. Ankur Madaan (DIN:07002199),
provided as an Annexure to the Notice of the Annual General
Meeting.

None of the Directors of the Company are disqualified
for being appointed as Directors as specified in Section
164(2) of the Companies Act, 2013 and Rule 14(1) of the
Companies (Appointment and Qualification of Directors)
Rules, 2014.

Senior Management - Key Managerial Personnel

Mr. Ankur Madaan - Whole Time Director, Mr. Prabir
Kumar Das - Company Secretary & Compliance Officer
and Mr. Kalyan Kiran Mishra - Chief Financial Officer (w.e.f.
November 5, 2024) are the Key Managerial Personnel of
your company in accordance with the provision of Section
2(51) and 203 of the company''s act, 2013 read with
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Clause 5B of Schedule V of
SEBI Listing Regulations/ SEBI (LODR) Regulations, 2015.,
During the year under review, there has been change in Key
Managerial Personnel.

Independent Director

Declaration by Independent Director(s)

As required under section 149(7) of the Companies Act,
2013, The Company has received declarations from all
the Independent Directors of the Company confirming
that they meet the criteria of independence and / or to
qualify themselves to be appointed as an Independent
Directors as prescribed both under Section 149 (6) of
the Companies Act'' 2013 and Regulation 16(1) (b) read
with Regulation 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 , The Board
considered the independence of each of the Independent
Directors in terms of the above provisions and is of the
view that they fulfill/meet the criteria of independence. The
declarations are put up on the website of the Company at
https://scansteels.com/independent-directors/ - Investor
Relations Segment.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as independent
directors of the Company and the Board is satisfied of the
integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the
Company have included their names in the data bank of
Independent Directors maintained with the Indian Institute
of Corporate Affairs.

Familliarisation Programme for Independent Directors

All New Independent Directors [IDs] whenever inducted into
the Board are given an orientation. Presentations are made
by Executive Directors (EDs) and Senior Management giving
an overview of our operations, to familiarize the new IDs with
the Company''s business operations. The new IDs are given
an orientation on our products, group structure, Board
constitution and Procedures, matters reserved for the
Board, and our major risks and risk management strategy.
Visits to Plant and Factory locations are organized for the
IDs to enable them to understand the business better.

The company familiarises the New and Existing Independent
Directors of the Company from time to time with their
roles, rights, responsibilities in the company, nature of the
industry in which the company operates, business model
of the company, etc. and also, by updating them about
latest amendments in Companies Act, 2013, SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and other Laws related to Company. Details of
Same are put up on the website of the Company at
https://scansteels.com/independent-directors/ - Investor
Relations Segment.

Separate Independent Director Meeting

In term of requirements of Schedule IV of the Companies Act,
2013 and Regulation 25 of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate meeting of the independent
directors (âAnnual ID meetingâ) was convened on January
11, 2025 and All the Independent Directors were present
at the said Meeting.

The Independent Directors at the meeting reviewed the
following:

a. Performance of Non-Independent Directors and the
Board as a whole;

b. Performance of the Chairman of the Company, taking
into account the views of Executive Directors and NonÂ¬
Executive Directors; and

c. 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.

whole, performance of the non-independent directors and
performance of the Board Chairman. In addition to formal
meetings, interactions outside the Board meetings also take
place between the Chairman and Independent Directors.

BOARD ANNUAL EVALUATION

Pursuant to Regulation 17(10) of SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, and in
compliance with the Section 134(3) (p) Company has
devised a Policy for performance evaluation of Independent
Directors, Board, Committees and other individual Directors
which include criteria for performance evaluation of the nonÂ¬
executive directors and executive directors.

The Board carried out an annual performance evaluation
of its own performance, the individual Directors (including
Independent Directors), as well as the evaluation of the
working of the Committees of the Board pursuant to the
provisions of the Act and SEBI Listing Regulations. The
performance evaluation of the Chairman, Whole- Time
Director and the Non- Independent Directors was carried
out by Independent Directors. The performance evaluation
of the Independent Directors was carried out by the entire
Board in compliance with the Companies Act, 2013. The
performance evaluation of all the Directors/ its committees
and / or Board as a whole was also carried out by the
Nomination and Remuneration Committee and NRC also
review its implementation and compliance. Details of the
same are given in the Report on Corporate Governance
annexed hereto.

The Chairman of the Board had one-on-one meetings with the
IDs. The Chairperson of the Nomination and Remuneration
Committee (NRC) held separate discussions with each of
the Directors of the Company and obtained their feedback
on overall Board effectiveness as well as on each of the
other Directors. These meetings were intended to obtain
Directors'' inputs on effectiveness of the Board/ Committee
processes.

While evaluating the performance and effectiveness of the
Board, various aspects of the Board''s functioning such as
adequacy of the composition and structure and quality of
the Board, time devoted by the Board to Company''s longÂ¬
term strategic issues, quality and transparency of Board
discussions, execution and performance of specific duties,
obligations and governance and effectiveness of board
processes, information and functioning were taken into
consideration. Committee performance was evaluated by
the Board on the basis of their effectiveness in carrying
out respective mandates, and after seeking inputs from

the committee members on the basis of criteria such as
the composition of committees, effectiveness of committee
meetings, etc.

of shareholders value, ability to guide the Company in
key matters, attendance at meetings, etc. The Executive
Directors were evaluated on parameters such as strategy
implementation, leadership skills, quality, quantity and
timeliness of the information flow to the Board, etc.

The Board considered and discussed the inputs received
from the Directors. Further, the IDs at their meeting reviewed
the performance of non-Independent Directors, Board as a
whole and Chairman of the Board after taking into account
views of Executive Directors and Non-Executive Directors.

The Directors expressed their satisfaction with the
evaluation process. The evaluation process endorsed the
Board Members'' confidence in the ethical standards of the
Company.

The evaluation process endorsed the Board Members''
confidence in the ethical standards of the Company, the
resilience of the Board and Management in navigating the
Company during challenging times, cohesiveness amongst
the Board Members, constructive relationship between
the Board and the Management and the openness of the
Management in sharing strategic information to enable the
Board Members to discharge their responsibilities.

The Detailed Policy on Performance Evaluation of
Independent Directors, Board, Committees and other
individual Directors can be accessed from the website of
the Company at https://scansteels.com/ssl-policies/ -
Investor Relations Segment.

MANAGERIAL REMUNERATION

Based on the recommendations of the NRC, the Board
has approved the Remuneration Policy for Directors, Key
Managerial Personnel (''KMPs'') and all other employees of
the Company. As part of the policy, the Company strives to
ensure that:

â¢ the level and composition of remuneration is reasonable
and sufficient to attract, retain and motivate Directors
of the quality required to run the Company successfully;

â¢ relationship between remuneration and performance is
clear and meets appropriate performance benchmarks;
and

â¢ remuneration to Directors, KMPs and Senior
Management involves a balance between fixed and
incentive pay, reflecting short, medium and long-term
performance objectives appropriate to the working of
the Company and its goals.

The following disclosures have been mentioned in detail
under the heading âCorporate Governanceâ, part of this
Annual Report: â

(i) all elements of remuneration package such as salary,
benefits, etc., of all the directors;

(ii) details of fixed component and performance linked
incentives along with the performance criteria;

(iii) service contracts, notice period, severance fees;

(iv) Stock option details, if any, and whether the same has
been issued at a discount as well as the period over
which accrued and over which exercisable.

CODE OF INDEPENDENT DIRECTORS - SCHEDULE - IV

The Board has considered Code of Independent Directors
as prescribed in Schedule IV of the Companies Act, 2013.
The code is a guide to professional conduct for independent
directors'' adherence to these standards by independent
directors and fulfillment of their responsibility in a
professional and faithful manner will promote confidence of
the investment community and regulators.

The broad items for code for independent directors are:

(i) Guidelines for Professional conduct.

(ii) Role and Functions.

(iii) Duties

(iv) Manner and process of appointment.

(v) Re-appointment on the basis of report of performance
evaluation.

(vi) Resignation or Removal.

(vii) At least one Separate meeting of Independent Directors
in a year without attendance of non independent
directors or members of management.

(viii) Evaluation mechanism of Independent Directors by
entire Board of Directors.

The Detailed Code of Conduct of Independent Directors of
the Company and Code of Conduct for Board of Directors
and Senior Management of the Company can be accessed
on the website of the Company at www.scansteels.com -
Investor Relations Segment.

BOARD DIVERSITY

Board diversity is the breadth of perspective, not the mere
of various diverse traits that will benefit the organization.
The Company believes that a diverse Board will enhance
the quality of the decision made by the Board by utilizing
the different thoughts, perspectives, skills, qualifications,
experience, knowledge, region and industry experience,
cultural and geographical background, age, ethnicity,
race, and gender, etc. of the Board members necessary
for achieving sustainable and balanced development. The
Board Diversity Policy has been adopted by the Company
and sets out its approach to diversity. The Board Diversity
Policy is available on the website of the Company viz.
https://scansteels.com/ssl-policies/

SCAN STEELSâS CODE OF CONDUCT FOR THE
PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading
Policy in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulations, 2015. The
Insider Trading Policy of the Company lays down guidelines
and procedures to be followed, and disclosures to be made
while dealing with shares of the Company. As well as the
consequences of violation. The Policies/Code has been
formulated to regulate, monitor and ensure reporting of
deals by employees and to maintain the highest ethical
standards of dealing in Company Securities.

The Code of Conduct to Regulate, Monitor and Report
Trading by Designated Persons and their Immediate
Relatives in terms of Regulation 9 of the SEBI (Prohibition
of Insider Trading), Regulations, 2015, Code of Practices
and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information formulated in terms of Regulation
8 of the SEBI (Prohibition of Insider Trading), Regulations,
2015, Policies and Procedural for inquiry in case of leak
of Unpublished Price Sensitive Information, or Suspected
Leak of Unpublished Price Sensitive Information in terms
of Regulation 9A the SEBI (Prohibition of Insider Trading)
(Amendment) Regulations, 2018, is available on our
website at https://scansteels.com/ssl-policies/ and Vigil
Mechanism / Whistle Blower Policy in terms of Regulation
9A of the SEBI (Prohibition of Insider Trading), Regulations,
2015 is available on our website at https://scansteels.
com/policies-and-code/ - Investor Relations Segment.

COMPLIANCE WITH CODE OF ETHICS FOR BOARD OF
DIRECTORS AND SENIOR EXECUTIVES

All Directors and Senior Management Personnel have
affirmed Compliance with the Code of Ethics for Board of
Directors and Senior Executives. A Declaration to that effect
is attached with The Corporate Governance Report.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards,
i.e., SS-1 and SS-2, relating to ''Meetings of the Board of
Directors'' and ''General Meetings'', respectively, have been
duly followed by the Company.

DIRECTORâS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and
compliance system established and maintained by the
Company, work performed by the internal, statutory, cost,
and secretarial auditors and including audit of internal
financial controls over financial reporting by the statutory
auditors and the reviews performed by Management
and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company''s
internal financial controls were adequate and effective
during financial year 2024-25.

Accordingly, Pursuant to the requirements under section
134(3)(c) and 134(5) of the Companies Act, 2013, your
directors hereby state and confirm that -

a) In the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards read with requirements set out under
Schedule III to the Act (as amended from time to
time) have been followed and there are no material
departures from the same;

b) The directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
company as at March 31, 2025 and of the profit and
loss of the company for the year ended on that date;

c) The directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;

d) The directors had prepared the annual accounts on a
going concern basis; and

e] The directors had laid down internal financial controls
to be followed by the company and that such internal
financial controls are adequate and were operating
effectively; and

f] The directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

AUDITORS AND AUDITORâS REPORT

Statutory Auditor & their Audit Report

At the Thirty First (31^st) Annual General Meeting held on
Friday, September 27, 2024, the Members approved
the appointment of M/s. Das Pattnaik & Co., Chartered
Accountants, (FRN: 321097E), as the statutory auditors
of the Company. This appointment is for a first term, for
a period of five consecutive years commencing from the
conclusion of Thirty First (31^st) Annual General Meeting until
the conclusion of the Thirty-Six (36^th) Annual General Meeting
of the Company to be held in the calendar year 2029, in
terms of Section 139(1) of the Companies Act, 2013.

The Auditor''s Report on the Financial Statements for the
year ended March 31,2025, is unqualified and free from any
adverse remarks, qualifications, disclaimers, or reservations.
The notes accompanying the financial statements are
comprehensive and self-explanatory, requiring no additional
clarifications. Furthermore, the Auditors have not reported
any instances of fraud under Section 143(12) of the
Companies Act, and consequently, no disclosures are
necessary under Section 134(3)(ca) of the Act.

Cost Auditor & Audit Report

Pursuant to Section 148 (1) of the Companies Act, 2013
read with the Companies (Cost Records and Audit),
Amendment Rules 2014, your Company is required
to maintain cost records as specified by the Central
Government and accordingly such accounts and records
are made and maintained.

Auditors of the Company to conduct the audit of the cost
accounting records of the Company for the financial year
2025-26 on a remuneration of '' 60,000/- plus service tax
as applicable and reimbursement of actual travel and out of
pocket expenses.

M/s. Ray, Nayak & Associates have vast experience in the
field of cost audit and have been conducting the audit of the
cost records of the Company for the past several years.
The Cost Auditors have submitted a certificate of their
eligibility for such re-appointment and confirmed that their
re-appointment is within the limits of section 141(3)(g) of
the Companies Act, 2013 and have also certified that they
are free from any disqualifications specified under section
141(3) and proviso to section 148(3) read with section
141(4) of the Companies Act, 2013.

The remuneration is subject to the ratification of the
members in terms of Section 148 read with Rule 14 of
the Companies (Audit and Auditors) Rules, 2014 and is
accordingly placed for ratification of Members and forms
part of the Notice of the ensuing AGM.

The Cost Audit Report for the financial year ended March
31, 2024 was filed in XBRL mode on September 22,
2024.

Secretarial Auditor & their Audit Report

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 had appointed M/s. Amarendra Mohapatra &
Associates., a firm of Company Secretaries in Practice, to
undertake the Secretarial Audit of the Company for the FY
2024-25. The Report of the Secretarial Audit carried out
by M/s. Amarendra Mohapatra & Associates is annexed
herewith as Annexure âEâ.

The Board at its meeting held on August 8, 2025, has
re-appointed M/s. Amarendra Mohapatra & Associates,
Prop. CS. Amarendra Mohapatra, a Practicing Company
Secretary (CP No- 14901) having office at House No. 56/1,
MIG II, Phase I, Chandrasekharpur Housing Board Colony
CS. Pur, Bhubaneswar, Odisha - 751016, as Secretarial
Auditor, of the Company for F.Y. 2025-26 to undertake the
Secretarial Audit of the Company Pursuant to the provisions
of Section 204 of the Companies Act, 2013 read with Rule
9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 201 4, and Regulation 24A
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

During the period under review, the Company has complied
with the applicable Secretarial Standards notified by the
Institute of Company Secretaries of India.

Further, The Company has also undertaken an audit for
the FY 2024-25 Pursuant to SEBI Circular No. CIR/CFD/
CMD1/27/2019 dated February 8, 2019 read with
Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for all applicable
compliances as per the Securities and Exchange Board
of India Regulations and Circular/ Guidelines issued
thereunder.

The company has received Annual Secretarial Compliance
Report issued by M/s. Amarendra Mohapatra &
Associates, Prop. CS. Amarendra Mohapatra, Practicing
Company Secretary for the Year ended on March 31,
2025 which was duly filed with Bombay Stock Exchange
Limited within the stipulated time period. The same can
be accessed at https://scansteels.com/wp-content/
uploads/2024/06/MARCH-2024.pdf

The Annual Secretarial Compliance Report and Secretarial
Audit report contains No observation or qualification
requiring explanation or comments or action to be taken
by the Board under Section 134(3)(f)(ii) of the Companies
Act, 2013.

Internal Auditors

On the recommendation of the Audit Committee, The Board
at its meeting held on May 17, 2025 has appointed M/s.
P.A. & Associates; Chartered Accountants, having office
at - 2^nd Floor, Balaji Towers, G.M. Collage Road, Sambalpur

- 768001 (Odisha), PAN No. of the Firm - AAFFP2414G,
ICAI Registration No. 313085E, as an Internal Auditor of
the Company for the financial year 2025-26. pursuant to
Section 138 of the Companies Act, 2013 read with Rule
No. 13 of the Companies (Accounts) Rules, 2014.

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has constituted / reÂ¬
constituted the following committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholder''s Relationship Committee

- Risk Management Committee

- Corporate Social Responsibility Committee

During the year, all recommendations made by the
committees were approved by the Board.

Details of all the Committees such as terms of reference,
composition and meetings held during the year under
review are disclosed in the Corporate Governance Report,
which forms part of this Annual Report.

Audit committee

Audit Committee is constituted as per Regulation 18 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Section 177 of the Companies
Act, 2013. Composition of Audit Committee is as per Section
177 (8) of Companies Act, 2013. The Prime Objective of the
Committee is to monitor and provide effective supervision of
the Management ''s financial reporting process, to ensure
accurate and timely disclosures, with the highest levels of
transparency, integrity and quality of financial reporting and
to review matters related to SEBI (Prohibition of Insider
Trading), Regulations, 2015.

Nomination and Remuneration Committee

The Board has set up a Nomination and Remuneration
Committee In compliance with Section 178 of the
Companies Act, 2013 and Regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. This Committee is responsible for
making Policy pursuant to Proviso to Section 178 (3) &
(4) read with Rules made there under and Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and / or recommending
to the Board, the remuneration package of Directors, KMP
& other employees, including their annual increment and
commission if any, after reviewing their performance and
also to decide the Criteria for determining appointment
Qualifications, Positive attributes, and Independence of a
Director.

The Details Regarding the Composition of the Committee,
Meetings held and Terms Of reference etc. is Detailed in
Corporate Governance Report Part of this Annual Report.
And the Detailed Nomination and Remuneration Policy is
attached as Annexure ''D'' to this Report.

Stakeholders Relationship Committee

The Board has constituted a Stakeholders Relationship
Committee According to 178 (5) of the Companies Act
2013 and Regulation 20 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The SR
Committee is primarily responsible to review all matters
connected with the Company''s transfer of securities and
redressal of shareholders'' / investors'' / security holders''
complaints.

Composition and Terms of Reference of the SR Committee
is Detailed in Corporate Governance Report Part of this
Annual Report.

Risk Management

The Company''s robust risk management framework
identifies and evaluates business risks and opportunities.
The Company recognises that the emerging and identified
risks need to be managed and mitigated to protect its
shareholders and other stakeholder''s interest, achieve its
business objective and enable sustainable growth. The risk
frame work is aimed at effectively mitigating the Company''s
various business and operational risks, through strategic
actions. Risk management is embedded in our critical
business activities, functions and processes.

Pursuant to the requirement of Regulation 21 of the
Securities and Exchange Board of India (Listing Obligation
and Disclosure Requirements) Regulations, 2015, the
Company has constituted a sub-committee of Directors to
oversee Enterprise Risk Management Framework to ensure
execution of decided strategies with focus on action and
monitoring risks arising out of unintended consequences
of decisions or actions and related to performance,
operations, compliance, incidents, processes, systems and
transactions are managed appropriately. The probability or
impact thereof is reduced through tactical and executive
management, policies, processes, inbuilt systems controls,
MIS, internal audit reviews etc.

The Audit Committee has additional oversight in the area
of financial risks, controls and Internal Audit reviews. The
Company believes that the overall risk exposure of present
and future risks remains within risk capacity.

The Risk Management team continuously scans the external
and internal environment for developments which may
throw up emerging risks for the organisation. The risk flags
and risk insights are shared with the Senior Management
for deep diving into emerging risk areas for the Company.
The Company''s risk intelligent culture enabled it to
manage the uncertainties in an unprecedented business
environment during the year under review. âScenario-based
risk assessmentâ is facilitated across the company in any
uncertain circumstances. Further, business decisions were
pivoted to achieve cash neutrality in operations by reducing
spend, managing working capital and reducing capital
expenditures.

Implementation of focussed risk mitigation strategies along
with improvement in the domestic macro environment has
improved the Company''s risk profile in the financial year

2024-25. Despite the challenges posed by the competitive
environment, the company has tried to maintain its liquidity
position and has adequate resources to service the debt.

The Company continues to be vigilant to proactively manage
risks, as they emerge in financial year 2025-26. Health
and safety of employees and the communities in the vicinity
of our operations, and Environment and Climate Change
impacts continues to be the top-most priority for the
Company, whilst simultaneously ensuring continuity of our
business operations. All business decisions are aligned to
the Scan Steels Code of Conduct. The long-term strategy of
the Company is focused on generating profitable growth and
sustainable cashflows that creates long-term stakeholder
value.

The Company had developed and Implemented a Risk
Management Policy which was reviewed and approved by
the Committee and Board, which can be accessed on the
website of the Company at https://scansteels.com/ssl-
policies/ Investor Relations Segment.

Corporate Social Responsibility Committee

We understand that sustainable growth can only be
achieved when our communities flourish. In our pursuit
of driving meaningful change, we have prioritised key
areas such as education, healthcare, Rural Development,
environmental sustainability, Empower communities with
sustainable livelihoods and more.

In View of the above The Board has Constituted Corporate
Social Responsibility Committee to Comply the Section 135
of the Companies Act, 2013. Corporate Social Responsibility
Committee formulate and recommend to the Board, a
Corporate Social Responsibility Policy which shall indicate
a list of CSR projects or programmes which a Company
plans to undertake while also recommending the amount of
expenditure to be incurred on each of the activities and to
monitor the CSR policy of the Company from time to time.
Composition and Terms of Reference of the Committee
is Detailed in Corporate Governance Report Part of this
Annual Report.

VIGIL MECHNISM

of the company. The audit committee shall oversee the
vigil mechanism through the committee and provide
adequate safeguards against victimization of employees
and directors and any other person who availed of the vigil
mechanism and have direct access to the chairman of the
audit committee in exceptional cases. No personnel have
been denied access to the Audit Committee. In case of
repeated frivolous complaints being filed by the director or
an employee, the audit committee may take suitable action,
including reprimanding if necessary.

Further, Vigil Mechanism / Whistle Blower Policy in terms
of Regulation 9A of the SEBI (Prohibition of Insider Trading),
Regulations, 2015, can be accessed from our website at
https://scansteels.com/policies-and-code/ - Investor
Relations Segment.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual
harassment at the workplace and has adopted a policy
on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there
under.

Further, company has complied with provisions relating to
the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Your directors state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

E-VOTING FACILITY AT AGM

In compliance with Section 108 of the Companies Act,
2013, Rule 20 of the Companies (Management and
Administration) Rules, 2014, as substituted by the
Companies (Management and Administration) Amendment
Rules, 201 5 and Regulation 44 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the company is pleased to provide members facility
to exercise their votes for all the resolutions detailed in the
Notice of the 32^nd Annual Report of the company and the
business may be transacted through e-voting. The company
has engaged the services of Central Depository Services
Limited (CDSL) as the authorized agency to provide the
e-voting facility.

DISCLOSURES:

Number of Meetings of The Board of Directors

During the year, Fourteen (14) Board Meeting were
convened and held, Details of composition of the Board
and its Committees as well as details of the meetings of
the Board and various Committees of your Company and
Directors attending the same are set out in the Corporate
Governance Report which forms part of this Annual Report.
The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013 and
Regulation 17 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Committees of the Board usually
meet the day before or on the day of the Board meeting, or
whenever the need arises for transacting business.

Annual Return

Pursuant to Section 92(3) read with section 134(3)(a) of
the Companies Act, 2013, copies of the Annual Return of
the Company prepared in accordance with Section 92(1)
of the Act read with Rule 11 & 12 of the Companies
(Management and Administration) Rules, 2014 are placed
on the website of the Company and are accessible at the
web-link: https://scansteels.com/annual-return/.

Particulars of Loans, Guarantees or Investments Under
Section 186

There were no loans, made by the Company under Section
186 of the Companies Act, 2013 during the year under
review also no loans were given to any firms or companies
in which Directors are interested. However, the company
has made investment in quoted and unquoted securities as
a long-term investment following the provisions of section
186 of the Act. details of the investments covered under
the provisions of section 186 of the company''s act, 2013
are given in the financial statements.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

The details of conservation of energy, technology absorption,
foreign exchange earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in Annexure âFâ and is attached to this report.

PARTICULARS OF EMPLOYEES (RULE 5(2), AND 5(3))
AND MANAGERIAL REMUNERATION (RULE 5(1)) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014, AND UNDER
SECTION 197(12) OF THE ACT

The total number of employees as on March 31, 2025
stood at 1720.

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) 5(2) and 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are
provided in the Annexure âGâ in this Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
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
THE REPORT

No material changes and commitments have occurred
between the end of the Company''s financial year of the
Company to which the financial statements relate and the
date of the report which may affect the financial position of
the Company or its status as a âGoing Concernâ.

CAUTIONARY STATEMENT

Certain statements made in this Report, including those
under Management Discussion and Analysis, Corporate

Governance, the Notice to Shareholders, and other
sections of the Annual Report, may constitute âforwardÂ¬
looking statementsâ as per applicable laws and regulations.
These statements reflect the Company''s current intentions,
expectations, projections, or forecasts regarding future
performance.

However, actual outcomes may vary materially from those
expressed or implied, owing to changes in market conditions,
economic developments, or unforeseen circumstances. The
Company does not assume any obligation or responsibility
for the accuracy or completeness of such forward-looking
statements, which may be subject to revision based on
future events, developments, or the availability of new
information.

ACKNOWLEDGEMENT

The Directors acknowledge and sincerely appreciate the
dedication, perseverance, and hard work demonstrated by
all employees across the Company. They also extend their
heartfelt thanks to the shareholders, government bodies,
regulatory authorities, banks, credit rating agencies, stock
exchanges, depositories, auditors, customers, vendors,
business associates, suppliers, distributors, and the
communities surrounding the Company''s operations. The
Directors are grateful for their continued support, trust, and
confidence in the Company''s Management.

For and on Behalf of the Board of Directors
Scan Steels Limited

Sd/- Sd/

Ankur Madaan Praveen Patro

Date: September 1,2025 Whole- Time Director Director

Place: Bhubaneswar (DIN: 07002199) (DIN: 02469361)

Mar 31, 2024

The Board of Directors of Scan Steels Limited (âScan Steelsâ or âCompanyâ) is pleased to present the Thirty-first Annual Report, along with the financial statements of the Company, for the financial yearÂ ended March 31,2024.

FINANCIAL HIGHLIGHTS / RESULTS

The financial highlights of the company, on standalone and consolidated basis, for the financial year ended March 31,2024 is summarized below:

(' n Lacs)
Financial results	Standalone		Consolidated
Â	2023-2024	2022-2023	2023-2024	2022-2023
Total Income	96,743.05	109,677.52	96,743.05	-
Profit / (Loss) before Tax	2415.63	2199.90	2748.07	-
Less: Tax Expenses	Â	Â	Â	-
Current Tax	635.00	500.00	635.00	-
Deferred Tax (Charge)/ Credit	7.63	167.99	7.63	-
Profit After Tax	1773.01	1531.90	2105.44	-
Less: Prior Period Expenses	-	-	-	-
Net Profit/(Loss) for the year	1773.01	1531.90	2105.44	-
Add: Other Comprehensive Income	186.29	(19.14)	186.29	-
Total Comprehensive Income for the year	186.29	(19.14)	186.29	-
Surplus Brought Forward from last balance sheet	9608.32	8076.42	9608.32	-
Add: Earlier Year Adjustment (Tax)	-	-	-	-
Less: Adjustment for net carrying amount of tangible fixed assets	-	-	-	-
Balance at the end of the year (excluding comprehensive income)	11381.33	9608.32	11713.77	-
* The financial highlights of the associate company are attached as Annexure II and forms part of this Annual report

INDIAN ACCOUNTING STANDARD (IND AS)

In accordance with the notification issued by the Ministry of Corporate Affairs (MCA), your company has complied with the new Accounting Standards, IND AS, in preparation of financial statements underÂ Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act 2013Â read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (IndianÂ Accounting Standards) Amendment Rules, 2016 with effect from April 1, 2016. Ind AS has replacedÂ the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7Â of the Companies (Accounts) Rules, 2014.

Accordingly, the Company has adopted Indian Accounting Standard (âInd ASâ) with effect fromÂ 1st April 2016 with the transition date of 1stÂ April 2015 and the financial Statements for theÂ year ended 31st March 2024 has been preparedÂ in accordance with Ind AS.

RESULTS OF OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

Gross turnover, including other incomes, for the year 2024 stood at ' 96743.05 lakhs, which wasÂ around 11.79% downward in comparison to fiscalÂ 2023. This yearâs operational revenue does notÂ include the turnover of the Ballari unit due to theÂ plant being given on a long-term lease basis with aÂ monthly rental of ' 27 lakhs. During the year, theÂ company initiated the trading of steel products andÂ installed a re-rolling mill plant within the existingÂ manufacturing complex unit II Budhakata location,Â which has a 2-lakh annual production capacityÂ and achieved a trading turnover of ' 12850.40Â lakhs against ' 733.24 lakhs for the last fiscalÂ year 2023. Your company continues with itsÂ focus on the quality and strength of its products.Â Your company has initiated steps to explore newÂ markets in addition to developing existing ones.

The company has produced 1 ,73,701 metric tons (MT) and 1,28,640 MT of M.S. Billets andÂ Sponge Iron, respectively, in FY 2023-24. TheÂ company has installed a new rolling mill with anÂ installed capacity of 38 TPH within an existingÂ facility located in Budhakata, Odisha. The companyÂ has achieved a remarkable level of 1,70,817Â mt of production of TMT rebars compared toÂ 1,01,410 mt for FY 2022-23, which is 68.44%Â incremental units. The company is on the growthÂ path by utilizing its capacity better.

The companyâs sustained efforts towards backend cost control and efficiency improvement measures supported the insulation and limitedÂ the impact on profitability margins. The companyâsÂ ability to better utilize its capacities will help deriveÂ better margins from the business. The outlookÂ of business has been discussed in detail in theÂ âManagement Discussion and Analysisâ that formsÂ part of this annual report.

PRODUCTION & TURNOVER / SALES

The production of steel product during the year under report, compared to the previous year isÂ given below.

Item	Production (Qty in MT)		Turnover (Qty in MT)
Â	Years ended 31^stÂ March,Â 2024	Years ended 31^stÂ March,Â 2023	Years ended 31^stÂ March,Â 2024	Years ended 31^stÂ March,Â 2023
Sponge Iron	1,28,640	1,77,956	-	44,356
MS Ingot/ Billet	1,73,701	1,66,075	8136	59,174
Long and Flat Products	1,70,817	1,01,410	1,60,637	1,01,599

*Unit IV-Ballari, - 582115, Karnataka given on lease after November, 2022 to Scan Energy & Power Ltd. as per Members approval accorded in 29th Annual general meeting held on 29th September,Â 2022 for its entire operational use in FY 23-24. Thatâs why no production of sponge iron is included inÂ turnover in the financial statements, and at the same time it is also not included in sales quantity.

OUTLOOK

The global economy, in CY2023, showed resilience despite geopolitical uncertainties,Â inflationary pressures, tighter monetary policies,Â sovereign debt concerns and sluggish trade. WeÂ expect infrastructure build, investments led byÂ new technologies, and demographics of emergingÂ markets to continue to drive global growth,Â estimated at 3.2% in CY2024, similar to CY2023.

The Indian economy maintained a steady momentum within the uneven global macroeconomic landscape, supported by public spendingÂ on infrastructure and digitalisation, as well asÂ reforms directed towards ease of doing businessÂ and incentivising new investment. In FY2023-24, the Indian GDP has grown at 8.2%, which isÂ substantially higher than the global benchmark.

The steel industry fundamentals reflected these macro conditions, with geopolitical concernsÂ and moderating demand in China resulting inÂ pressure on steel prices, while input costs haveÂ remained relatively elevated and environmentalÂ and regulatory costs continue to rise. At theÂ same time, the Indian market stood out as robustÂ infrastructure spending, resurgence in privateÂ sector investment and robust demand meant thatÂ the industry saw crude steel production growthÂ of 13% over the previous fiscal. We expect thisÂ trend to continue, with domestic steel demandÂ remaining buoyant in FY2024-25 on the backÂ of expansion in economic activity, while pricingÂ conditions might see periods of pressure drivenÂ by global economic trends and policy changes.

During FY2023-24, the steel industry faced an uneven global macro-economic landscape.Â Chinaâs transition from investment-led growth toÂ consumption-led growth contributed to a reducedÂ demand for steel, as the countryâs focus on heavyÂ infrastructure investments seemed to taper.Â This was exacerbated by a sluggish real estateÂ sector. The consequent overcapacity in ChinaÂ and higher exports brought about a downward

pressure on global steel prices. The expansion of steelmaking capacities in regional markets alsoÂ intensified competition. Geopolitical tensions inÂ Ukraine and the Middle East disrupted traditionalÂ supply chains. Raw material prices and otherÂ costs remained relatively elevated even as steelÂ prices significantly softened, putting pressure onÂ margins for steel producers.

Meanwhile, steel companies around the world, but especially in Europe and East Asia, have startedÂ to engage very deeply and invest significantly inÂ finding solutions to reduce the carbon footprintÂ of the industry and increasing circularity. TheseÂ efforts are part of a trend towards broad energyÂ transition and decarbonisation, but there is noÂ one-size-fits-all solution

The industry will need to continue to create bespoke solutions specific to individual geographies, bothÂ in terms of new technology solutions and waysÂ to optimise costs of green steel. In addition, suchÂ efforts at least in the near to medium-term willÂ need to be supported by policy and public spending.

As India enters a multi-decade growth cycle, led by robust infrastructure and manufacturingÂ sectors, the countryâs steel industry is facedÂ with enormous opportunities. Scan Steels is aÂ dedicated partner in this journey, committed toÂ driving the nationâs industrial and infrastructuralÂ development. Its integrated operations positionÂ the Company favourably to navigate steel cyclesÂ and seize existing and emerging opportunities.Â Given Indiaâs strong appetite for steel to driveÂ infrastructure-led growth, scan Steels is aiming toÂ expand its capacity, boosting the domestic steelÂ industry while creating both direct and indirectÂ employment opportunities and empowering localÂ communities.

MARKETING ARRANGEMENT

The Company has a Well-organized Marketing Department We have around very good marketÂ share in Odisha and also catering to outside

states. We are in the process of expanding our market plan in India by appointment of Dealers atÂ other major cities across India. We also directlyÂ sell to the Customers through our MarketingÂ staffs and agents.

ENVIRONMENT

Europe leads in policy development for adopting decarbonising processes and technologies acrossÂ sectors, India is also following this trend and hasÂ increased its focus towards enhancing focus onÂ sustainability. This shift encourages both privateÂ and public enterprises towards sustainability. TheÂ global emphasis on sustainability has influencedÂ consumer preferences, favouring renewableÂ energy and energy-efficient construction andÂ transportation solutions. Consequently, theÂ market is seeing increased demand for greenÂ alternatives. These trends highlight a universalÂ move towards a more sustainable future.

Steel plays a crucial role in nation-building, but also contributes significantly to industrial CO2Â emissions, accounting for 12% of Indiaâs totalÂ energy infrastructure CO2 emissions. We followÂ a precautionary approach towards minimisingÂ our negative impact on the environment. We haveÂ adopted advanced technologies and processes toÂ ensure that steel continues to be the preferredÂ material as we transition towards a low-carbonÂ future. In pursuing our strategic objectives,Â we are committed to responsibly reducing ourÂ environmental footprint and positively influencingÂ the lives of our employees and partners.

Climate change is one of the most pressing issues the world faces today, and the CompanyÂ recognises its obligation to work towardsÂ mitigation of climate change related risks andÂ strives to reduce its carbon footprint especiallyÂ of steelmaking facilities across its geographies.Â The Scan Group believes that industry works bestÂ when it is in harmony with the environment. So, forÂ a clean, green and healthy world, the company hasÂ started a new revolution at its plants with a multipronged strategy for environment managementÂ and pollution control. Electrostatic precipitators,Â bag filters and other equipment have beenÂ installed to reduce pollution levels, while sustainedÂ efforts like a forestation campaign is filling theÂ region around the plant with bush greens.

CLIMATE CHANGE

Climate change presents an unparalleled global challenge, posing a significant threat to humanityâsÂ future. This challenge, however, unfolds againstÂ the backdrop of Indiaâs rapid economic ascent.Â According to the National Steel Policy, IndiaâsÂ economic engine is expected to surge, reachingÂ a capacity of 300 MTPA by 2030, underscoringÂ the scale and pace of our nationâs development.Â Countries are addressing climate risk challengesÂ by imposing restrictions on carbon emissions.Â Steel companies are outlining plans to transitionÂ to green steel production. There is a growing shiftÂ towards sustainable steel production methods,Â including the use of green hydrogen and carbonÂ capture technologies.

At Scan Steels, all our business operations are underpinned by a singular guiding philosophy -minimising environmental footprint and promotingÂ ecological well-being. The Company is committedÂ to align with national commitments on climateÂ change across its operating geographies and isÂ working to mitigate climate change transition riskÂ by various initiatives. We acknowledge the globalÂ challenge of climate change and have committedÂ to reducing our emissions to contribute to itsÂ mitigation. Recognising the critical importance ofÂ nurturing a healthy environment, we have adoptedÂ a proactive approach. Through innovation, cutting-edge technologies, operational and culturalÂ changes, we mitigate long-term environmentalÂ risks while promoting sustainability.

RESEARCH AND DEVELOPMENT

Over time, the steel industry has advanced significantly, particularly in technology and

modernisation. Today, technological advancements have made steel manufacturing more time andÂ cost-efficient. As development trends continueÂ to rise, new technological innovations promise toÂ further enhance the industry by increasing clientÂ satisfaction and reducing environmental impact.

Scan Steels recognises that investing in cutting-edge technology is crucial to seizing growth opportunities and addressing business challengesÂ effectively. Scan Steels is committed to innovation,Â continually experimenting with, adopting, andÂ scaling up new technologies.

R&D establishes the technical underpinnings essential for organisationâs sustainability andÂ enduring success. We strive to achieve thisÂ by fostering innovating thinking and continuallyÂ enhancing products and processes. The companyÂ has started working on the technology roadmapÂ that aligns with its vision of racing ahead amongÂ innovation-driven organizations. Venturing intoÂ new market areas is another focus area forÂ research and development and accordingly, aÂ number of new product developments have beenÂ targeted. R&D continues to help the Company inÂ its drive to become more sustainable and moreÂ environmentally friendly.

DIVIDEND

For the F.Y 23-24 your Board of Directors has not recommended any dividend on equity sharesÂ as well as on preference shares as your companyÂ has installed a new rolling mill having 38TPHÂ capacity towards business expansion at a cost ofÂ Rs. 3339.94 lakhs out of own fund.

PROSPECTS

In terms of Regulation 34[2)[e) of the SEBI (Listing Obligations and Disclosure Requirements)Â Regulations, 2015, a report on the ManagementÂ Discussion and Analysis covering prospects isÂ provided as a separate section in this AnnualÂ Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion & Analysis as required in terms of the SEBI ListingÂ Regulations is provided as a separate section inÂ the Annual Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Your Company did not recommend any dividend therefore there were no such funds which wereÂ required to be transferred to Investor EducationÂ and Protection Fund [IEPF).

TRANSFER TO RESERVE

During the financial year 2023-24, no amount has been transferred to reserve account.

CONSOLIDATED FINANCIAL STATEMENT

As per the definition in the Companies Act, 2013 [âthe Actâ) and Ind AS-110 on ConsolidatedÂ Financial Statements read with Ind AS-28 onÂ Investment in Associates and Ind AS-31 InterestÂ in Joint Venture, the company does not haveÂ any investment in the subsidiary company orÂ joint venture company but has invested in theÂ associate company; therefore, in terms of SectionÂ 129 [3) of the Companies Act, 2013 read withÂ rule 6 of Companies [Accounts) Rules, 2014 andÂ under Regulation 33 of SEBI [Listing ObligationsÂ and Disclosure Requirements) Regulations, 2015Â [hereinafter referred as âSEBI Listing Regulationsâ)Â consolidation of financial statements is applicable,Â and the Audited Consolidated Financial StatementsÂ are provided in the financial statements part ofÂ this annual report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

The company does not have and/or no company has become subsidiary or joint venture companyÂ during the year under review, but two bodyÂ corporates and partnership firm have becomeÂ associates during the year under review. The

associate body corporates and partnership firms engaged in the business of rental income ofÂ commercial property, manufacturing and tradingÂ of steel products, and carrying and transportationÂ of goods, which makes logistic activities feasible forÂ the company and helps in uninterrupted materialÂ movement, which in turn gives cost propositionÂ benefits to our dealers. The investments areÂ made in the associates for earning profits.

For FY 2023-24, the share of profit is Rs 332.44 lakhs, which is a marginal one for the year beingÂ the first year of investment. The managementÂ is in the opinion that the company shall earn aÂ handsome profit in the future and the associatesÂ shall contribute a lot in the future.

The Company has, in accordance with provisions of Section 129(3) of the Companies Act,Â 2013 (âActâ), prepared consolidated financialÂ statements of the Company and all its associatesÂ which forms part of the report. Further, as perÂ rule 5 of Companies (Accounts) Rules, 2014, aÂ statement containing the salient features of theÂ financial statements of the Companyâs associatesÂ in Form AOC-1 is attached as Annexure I and

highlights of performance/Financial Position of associates companies during the period underÂ review as required under [Rule 8 of the CompaniesÂ (Accounts) Rules, 2014] Read with Section 129(3)Â of the Companies Act, 2013 and applicable rulesÂ thereunder is attached as Annexure II is formingÂ part of the consolidated financial statements.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, readÂ with the SEBI LODR Regulations, the auditedÂ financial statements, including the consolidatedÂ financial statements and related informationÂ of the Company and financial statements of theÂ Associate companies are available on the websiteÂ of the Company atÂ www.scansteels.com

No companies have ceased to be subsidiaries or joint ventures or associate companies during theÂ FY 2023-24 hence no details regarding the sameÂ needs to be furnished.

The names of companies that have become associates as per Section 2(6) of the companiesÂ Act, 2013 during the year under review are asÂ follows:

S. No.	Name of the company	CIN/GLN/ PAN/LLPIN	Address of the Company
1	RPSG Agro Commodity Pvt. Ltd.*	U154900R2022PTC039159	Office No 400, 4th Floor, Forum Galleria Mall, IDCO Commercial Estate, CivilÂ Township, 7/8 Area, Civil Township,Â Sundergarh, Raurkela IndustrialÂ Township (, Orissa, India, 769004
2	Shristi Resorts & Multiplex Pvt. Ltd.*	U55101WB2005PTC139892	86 B/2 Topsia Road, Gajraj Chamber 2nd Floor,Flat No 2f & G, Kolkata,Â Topsia, West Bengal, India, 700046
3	RAR Ispat LLP*	ABC-4445	Plt No Cc/2, Ground Floor, Civil Township, Rourkela - 4, Sundergarh,Â Raghunathapali, Orissa, India, 769004
*w.e.f Quarter ended on 31^st		March, 2024.	Â	Â	Â	Â

FIXED DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Pursuant to Section 73, 74 & 76 Rule 8[5)[v) of Companies [Accounts) Rules, 2014. The detailsÂ relating to deposits, covered under Chapter V ofÂ the Act are as follows: -

a. Â Â Â accepted during the year - 'Nil

b. Â Â Â remained unpaid or unclaimed as at the end ofÂ the year -Nil

c. Â Â Â whether there has been any default inÂ repayment of deposits or payment of interestÂ thereon during the year and if so, number ofÂ such cases and the total amount involved -

i. Â Â Â at the beginning of the year - Nil

ii. Â Â Â maximum during the year - Nil

iii. Â Â Â at the end of the year - Nil

There was No default in repayment of deposits or payment of interest thereon during the yearÂ by Company and accordingly No details to beÂ provided by the Company in this regard.

The details of deposits which are not in compliance with the requirements of Chapter VÂ of the Act -

Your Company has not accepted any deposits which are not in Compliance with the requirementÂ of Chapter V of the Act.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there are no changes in the nature of business. The Company isÂ continuing into the Steel Manufacturing Business.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHÂ REFERENCE TO THE FINANCIAL STATEMENTS.

INTERNAL CONTROL SYSTEMS AND AUDIT OVERVIEW

The Company has in place adequate internal financial controls with reference to financial

statements, commensurate with the size and nature of its business, forms an integral part ofÂ the Companyâs corporate governance policies.

INTERNAL CONTROL

The Company has a proper and adequate system of internal control commensurate with theÂ size and nature of its business. Internal controlÂ systems are integral to the Companyâs corporateÂ governance policy.

Some of the significant features of internal control systems include:

â¢ Â Â Â Documenting of policies, guidelines, authoritiesÂ and approval procedures, encompassing theÂ Companyâs all primary functions.

â¢ Â Â Â Ensuring complete compliance with laws,Â regulations, standards and internal proceduresÂ and systems.

â¢ Â Â Â De-risking the Companyâs assets/resourcesÂ and protecting them from any loss.

â¢ Â Â Â Ensuring the accounting systemâs integrityÂ proper and authorised recording and reportingÂ of all transactions.

â¢ Â Â Â Preparing and monitoring of annual budgetsÂ for all operating and service functions.

â¢ Â Â Â Ensuring the reliability of all financial andÂ operational information.

â¢ Â Â Â Forming an Audit committee of the Board ofÂ Directors, comprising majority of IndependentÂ Directors. The Audit Committee regularlyÂ reviews audit plans, significant audit findings,Â adequacy of internal controls, monitorsÂ implementation of audit recommendationsÂ and compliance with accounting standardsÂ and so on.

â¢ Â Â Â Forming a comprehensive InformationÂ Security Policy and continuous up-gradation ofÂ IT Systems.

As per the Regulation 9A - Institutional Mechanism for Prevention of Insider trading via NotificationÂ December 31^st, 2018 SEBI (Prohibition of InsiderÂ Trading) (Amendment) Regulation, 2018 belowÂ mentioned points were also included in internalÂ controls:

a) Â Â Â all employees who have access to unpublishedÂ price sensitive information are identified asÂ designated employee;

b) Â Â Â all the unpublished price sensitive informationÂ shall be identified and its confidentiality shall beÂ maintained as per the requirements of theseÂ regulations;

c) Â Â Â adequate restrictions shall be placed onÂ communication or procurement of unpublishedÂ price sensitive information as required byÂ these regulations;

d) Â Â Â lists of all employees and other persons withÂ whom unpublished price sensitive informationÂ is shared shall be maintained and confidentialityÂ agreements shall be signed or notice shall beÂ served to all such employees and persons;

e) Â Â Â all other relevant requirements specified underÂ these regulations shall be complied with;

f) Â Â Â periodic process review to evaluateÂ effectiveness of such internal controls.

The internal control systems and procedures are designed to assist in the identificationÂ and management of risks, the procedure-led verification of all compliance as well as anÂ enhanced control consciousness.

INTERNAL AUDIT

The Company has a strong internal audit department reporting to the Audit CommitteeÂ comprising Directors and Independent DirectorsÂ who are experts in their field. The scope of work,Â authority and resources of Internal Audit (IA) areÂ regularly reviewed by the Audit Committee andÂ its work is supported by the services of M/s.Â P.A. & Associates, Chartered Accountants,

(Odisha), PAN No. of the Firm: AAFFP2414G, ICAI Registration No. 313085E, the Internal Auditor ofÂ the Company.

The Company continued to implement their suggestions and recommendations to improve theÂ control environment. Their scope of work includesÂ review of processes for safeguarding the assetsÂ of the Company, review of operational efficiency,Â effectiveness of systems and processes, andÂ assessing the internal control strengths in allÂ areas.

Internal Auditors findings are discussed with the process owners and suitable corrective actionsÂ taken as per the directions of Audit CommitteeÂ on an ongoing basis to improve efficiency inÂ operations.

Through IA function the Board obtains the assurance it requires to ensure that risks to theÂ business are properly identified, evaluated andÂ managed. IA also provides assurance to the BoardÂ on the effectiveness of relevant internal controls.

Audit plan and execution

The internal audit department prepares a risk-based audit plan at the start of the year. The frequency of audit is decided by risk ratings ofÂ areas functions. The audit plan is carried outÂ by the internal team. The audit plan is reviewedÂ periodically to include areas which have assumedÂ significant importance in line with the emergingÂ industry trend and the aggressive growth of theÂ Company.

In addition, the audit committee also places reliance on internal customer feedback and otherÂ external events for inclusion of areas into theÂ audit plan.

INTERNAL FINANCIAL CONTROLS

As per Section 134 (5) (e) of the Companies Act 2013, the Directors have an overall responsibilityÂ for ensuring that the Company has implementedÂ robust systems and framework of internal

financial controls. This provides the Directors with reasonable assurance regarding the adequacy andÂ operating effectiveness of controls with regardsÂ to reporting, operational and compliance risks.Â To enable them to meet these responsibilities,Â the Company has devised appropriate systemsÂ and framework including proper delegation ofÂ authority, policies and procedures, effective ITÂ systems aligned to business requirements, riskÂ based internal audit framework, risk managementÂ framework and whistle blower mechanism.

These internal controls are reviewed by internal and statutory auditors every year. The AuditÂ Committee regularly reviews the internal controlÂ system to ensure that it remains effective andÂ aligned with the business requirements. WhereÂ weaknesses are identified as a result of theÂ reviews, new procedures are put in place toÂ strengthen controls. These are in turn reviewedÂ at regular intervals.

The Company has developed a framework for designing and assessing effectiveness of internalÂ controls over financial reporting and FinancialÂ Statements and has already laid down entity levelÂ policies and process level standard operatingÂ procedures.

The entity level policies comprise anti-fraud policies (code of conduct, including conflict ofÂ interest, confidentiality and whistle-blower policy)Â and other policies (organization structure, rolesÂ and responsibilities, insider trading policies andÂ code of conduct, HR policy, related party policy,Â prevention of sexual harassment policy, IT securityÂ policy, business continuity and disaster recoveryÂ plan and treasury risk management policy). TheÂ Company has also prepared Standard OperatingÂ Practices (SOP) for each of its processes ofÂ revenue to receive, procure to pay, hire to retire,Â finance and accounts, fixed assets, treasury,Â inventory, manufacturing operations, andÂ administrative expenses.

Directors had devised proper systems to ensure compliance with the provisions of all applicableÂ laws and during the year, such controls wereÂ tested and no reportable material weakness inÂ the design or operation were observed and suchÂ systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established andÂ maintained by the Company, the work performedÂ by the internal, statutory and secretarial auditorsÂ and external consultants, including the audit ofÂ internal financial controls over financial reportingÂ by the statutory auditors and the reviewsÂ performed by management and the relevantÂ board committees, including the audit committee,Â the Board is of the opinion that the CompanyâsÂ internal financial controls were adequate andÂ effective during FY 2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

SEBI carried out amendments to the SEBI (LODR) Regulations, 2015 (SEBI Listing Regulations)Â vide the SEBI (Listing Obligations and DisclosureÂ Requirements) (Sixth Amendment) Regulations,Â 2021 wherein certain amendments into forceÂ from April 1, 2022 while remaining would comeÂ into force from April 1,2023 onwards.

Regulation 23(1) and (4) states that all RPTs with an aggregate value exceeding 01,000Â crores or 10% of annual consolidated turnoverÂ of the Company as per the last audited financialÂ statements of the Company, whichever isÂ lower, shall be treated as Material RelatedÂ Party Transaction (MRPTs) and shall requireÂ approval of shareholders by means of an ordinaryÂ resolution. The provisions of Regulations 23(4)Â requiring approval of the shareholders are notÂ applicable for the RPTs entered into between aÂ holding company and its wholly owned subsidiaryÂ and RPT transactions entered into between twoÂ wholly-owned subsidiaries of the listed holding

company, whose accounts are consolidated with such holding company and placed before theÂ shareholders at the general meeting for approval.

The said limits are applicable, even if the transactions are in the ordinary course of businessÂ of the concerned company and at an armâs lengthÂ basis. The amended Regulation 2[1)[zc) of theÂ SEBI Listing Regulations has also enhanced theÂ definition of related party transactions whichÂ now includes a transaction involving a transferÂ of resources, services or obligations between aÂ listed entity or any of its subsidiaries on one handÂ and a related party of the listed entity or any ofÂ its subsidiaries on the other hand, regardless ofÂ whether a price is charged or not. Further, anyÂ transaction between the Company or any of itsÂ subsidiaries on one hand, and any other personÂ or entity on the other hand, the purpose andÂ effect of which is to benefit a related party ofÂ the listed entity or any of its subsidiaries wouldÂ be considered as RPTs regardless of whether aÂ price has been charged.

Accordingly, RPTs of the Company and RPTs of the subsidiary entities exceeding the thresholdÂ of 01,000 crores or 10% of annual consolidatedÂ turnover of the Company as per the last auditedÂ financial statements of the Company, whichever isÂ lower, shall require approval of the ShareholdersÂ of the Company with effect from April 1, 2022Â onwards.

[Note: Company has no subsidiaries hence provisions related to subsidiary companies areÂ not applicable.)

All contracts / arrangements / transactions entered by the Company during the financialÂ year with related parties referred to in SectionÂ 188 [1) of the Companies Act, 2013 read withÂ SEBI Listing Regulations were approved by AuditÂ Committee and were in the ordinary course ofÂ business and on an armâs length basis and DetailÂ of which is furnished in the Annexure âAâ in Form

AOC-2 attached with this Report in compliance with Section 134 [3) [h) read with188 [2) of theÂ Companies Act, 2013.

Further, there are no materially significant related party transactions made by the Company withÂ Promoters, Directors, Key Managerial PersonnelÂ or other designated persons which may have aÂ potential conflict with the interest of the CompanyÂ at large. All Related Party Transactions are placedÂ before the Audit Committee [read with SEBI LODRÂ [Third) amendment Reg. 2021) as also the BoardÂ for approval.

The Company has developed an Internal Guide on Related Party Transactions Manual andÂ prescribed, Standard Operating Procedures forÂ purpose of identification and monitoring of suchÂ transactions. Moreover, on the recommendationsÂ of the Audit Committee, your Board from timeÂ to time has devised the Policy on Related PartyÂ Transactions to incorporate the regulatoryÂ amendments to the Securities and ExchangeÂ Board of India [Listing Obligations and DisclosureÂ Requirements) Regulations, 2015 read withÂ provisions of the Companies Act, 2013.

The Policy on materiality of related party transactions and dealing with related partyÂ transactions as approved by the Board may beÂ accessed on the Companyâs website atÂ https://Â scansteels.com/policies-and-code/- InvestorÂ Relations Segment. The Policy intends to ensureÂ that proper reporting; approval and disclosureÂ processes are in place for all transactions betweenÂ the Company and Related Parties. This PolicyÂ specifically deals with the review and approval ofÂ Related Party Transactions keeping in mind theÂ potential or actual conflicts of interest that mayÂ arise because of entering into these transactions.

The Board has approved the criteria to grant omnibus approval by the Audit Committee. PriorÂ omnibus approval is obtained for RPT that areÂ of repetitive nature and entered in the ordinaryÂ course of business and are at armâs length. All

Related Party Transactions are placed before the Audit Committee for review and approval (readÂ with SEBI LODR (Third) amendment Reg. 2021).

All Related Party Transactions are subjected to independent review by a reputed accounting firmÂ to establish compliance with the requirements ofÂ Related Party Transactions under the CompaniesÂ Act, 2013 and Regulation 23 of the Securities andÂ Exchange Board of India (Listing Obligation andÂ Disclosure Requirements) Regulations, 2015.Â None of the Executive Directors except paymentÂ of their remuneration and Independent DirectorsÂ except payment of their sitting fees have anyÂ material pecuniary relationships or transactionsÂ vis-a-vis the company. Details of related partyÂ transactions entered into by the Company, inÂ terms of Ind AS-24 have been disclosed in the noteÂ no. 30 to the standalone/consolidated financialÂ statements forming part of this Report & AnnualÂ Accounts 2023-24.

ISO CERTIFICATION

Your company is having status of ISO 9001, ISO 14001 and ISO 45001, ISI 1786, IS 2062Â & IS 2830 certification, which is internationallyÂ recognized for the production, quality control andÂ Environmental as well as OHSAS respectively. YourÂ company has retained its TS 16949 certificationsÂ for its quality management.

CREDIT RATING

During the year, the rating of the company has been re-affirmed to CRISIL BBB+/Stable OutlookÂ (CRISIL Triple B Plus with Stable Outlook) for LongÂ Term Debt and Fund Based Facilities and CRISILÂ A2+ (CRISIL A Two Plus) for Short Term Non-FundÂ based Facilities from CRISIL Ratings Limited.

The Ratings derives strength from the experienced promoters and management team, long trackÂ record and established presence in the steelÂ making, diversified product portfolio, growth inÂ scale of operation along with moderate capitalÂ structure and debt protection metrics.

AUTHORITY TO DETERMINE MATERIALITY OF AN EVENT AND DISCLOSURE OF THE SAMEÂ TO STOCK EXCHANGE UNDER REGUALTIONÂ 30(5) OF SEBI (LISTING OBLIGATIONS ANDÂ DISCLOSURE REQUIREMENTS) REGAULTION,Â 2015

Mr. Ankur Madaan, Whole- Time Director, of the Company, and Mr. Prabir Kumar Das, CompanyÂ Secretary and Compliance Officer of the CompanyÂ and Mr. Gobinda Chandra Nayak, Chief FinancialÂ Officer of the Company authorized by the Board forÂ the purpose of determining the materiality of anÂ event or information, in terms with the CompanyâsÂ Policy on disclosure of material event / informationÂ and archival policy to comply with the Provisions ofÂ Regulation 30 (5) of the SEBI ( Listing ObligationsÂ and Disclosure Requirements) Regulations, 2015Â and they are jointly and severally authorized toÂ make necessary disclosure to stock exchangesÂ regarding the same on behalf of the Company.

BRANDING INITIATIVE

The âSHRISTIIâ brand for its TMT bars is well accepted in the market in varied segments andÂ sectors with wide customer base. For us, theÂ central focus of all our marketing and brandingÂ efforts is the customer. There is a strongÂ emphasis on expanding our presence acrossÂ various sectors and elevating the brandâs worthÂ through carefully crafted marketing initiatives thatÂ aim to increase awareness and consideration.Â Our marketing strategy aligns seamlessly with ourÂ organisational objective of emerging as the one ofÂ the leading producers in the market, specialisingÂ in premium products that provide exceptionalÂ value to our customers.

INSURANCE

The Assets of the company are adequately insured against the loss of fire, riot, earthquake, loss ofÂ profit etc, and other risk which is consideredÂ by management, in addition to this coverage, aÂ statutory public liability insurance policy has been

taken by the company for providing coverage against the public liability arising out of industrialÂ accidents for employees working in plants.

CUSTOMER RELATIONSHIP

Customer expectations and steel demand are evolving, along with the channels for productÂ and service delivery. Indiaâs rapid urbanisationÂ necessitates faster construction, makingÂ modularisation crucial for shorter building timesÂ and enhanced aesthetics. Rising per capitaÂ income is boosting demand for consumer goods,Â white goods, and automobiles. Additionally, digitalÂ commerce is growing its influence in heavyÂ industries. This shift towards digital platformsÂ is reshaping how products and services areÂ delivered in the steel sector. The integration ofÂ technology in construction and manufacturing isÂ becoming increasingly important.

We believe that long-term collaborative relationships ensure strong market presence andÂ retention in chosen segments. The companyâsÂ offerings target the needs of its discerningÂ customers, emphasizing quality and performance.Â We aim at serving our customers through strongÂ brand(s), differentiated products, services, andÂ solutions, engineering support, partnering forÂ growth, and a reliable supply chain network. WeÂ are aiming to become the supplier of choice,Â delivering premium products and services, andÂ creating value for our customers.

We recognise that effective stakeholder engagement is crucial to the sustainability andÂ success of our operations. Engaging in meaningfulÂ dialogue with our diverse stakeholders, weÂ gain a deep understanding of their needs andÂ expectations. Regular and structured interactionsÂ provide us with actionable insights essential forÂ refining our strategic planning processes. ThisÂ continuous exchange enables us to make well-informed decisions and implement practicesÂ that address stakeholder concerns, reinforcingÂ responsible business conduct. We also engage

through vendor meetings, vendor feedback mechanisms, holding meetings to connect withÂ strategic suppliers, and also through otherÂ physical and digital means.

FINANCE

During the year under review, the company has raised from banks an amount of INR 1600 lakhsÂ (previous year Nil) for working capital requirementsÂ and raised INR 77.72 lakhs (previous year INRÂ 30 lakhs) from one of the non-banking financialÂ corporations (NBFC) for meeting the requirementÂ of vehicle and heavy earth moving equipmentÂ purchases. The disbursed amount is utilized forÂ the purpose for which it is raised.

BANKERS AND CONSORTIUM ARRANGEMENT

The company has a consortium arrangement with its bankers, the State Bank of India and PunjabÂ National Bank. The State Bank of India is the leadÂ bank. This consortium arrangement is well definedÂ and takes care of the companyâs credit facilityÂ requirements from time to time. The consortiumÂ meetings are held quarterly on a regular basis,Â and they also visit the companyâs plant from timeÂ to time as per their requirements.

SAFETY

Scan Steels is committed to zero harm at the workplace and the community at large. As weÂ expand operations, focus on safety becomesÂ extremely important. We are dedicated toÂ strengthening our processes and practices toÂ achieve our goal of zero harm. goal we are steadilyÂ approaching by integrating advanced safetyÂ systems and fostering a culture of accountability.

We believe every individual deserves to return safely to their loved ones daily. Thatâs why weâreÂ committed to fostering a culture where safety isÂ integral to every task, decision, and interaction.Â Safety and health of its workforce is a key leverÂ in Scan Steelâs journey towards excellence.Â The implementation of lifesaving rules across

all facilities aims to increase mass awareness. Additionally, we continually review and improve theÂ safety culture. We organize various training andÂ health awareness sessions to reduce and controlÂ lifestyle diseases among the workforce.

We emphasize ensuring safety in operating sites so that the health and safety of communitiesÂ are not compromised and sustain communityÂ outreach activities in areas where the companyÂ operates. Key safety initiatives include buildingÂ safety leadership capability at all levels, leveragingÂ digital tools and technology, strengtheningÂ deployment of contractor safety managementÂ standards, improving competency and capabilityÂ for hazard identification and risk management,Â improving road safety across the company,Â excellence in process safety management,Â establishing industrial hygiene, and improvingÂ occupational health.

CYBER SECURITY

For us, cybersecurity is a top priority. As we embed digitalization into our operations, ourÂ business is more susceptible to cyber threats.Â We have meticulously devised ways throughÂ which we can protect our business and ourÂ stakeholders through various vulnerability andÂ breach assessments, keeping ourselves updatedÂ as per industry best practices.

At Scan Steels, cybersecurity is pivotal in fortifying our digital infrastructure against evolving threats.Â Guided by a proactive strategy overseen by ourÂ Risk Management Board Committee, we ensureÂ robust protection for our operations.

HUMAN RESOURCE DEVELOPMENT AND PERSONNEL

The companyâs human resources (HR) management practices ensure fair andÂ reasonable processes that are compliant withÂ regulatory and governance requirements. HRÂ Management focuses on key areas like fair wages,Â a joint consultation system for working together,

self-supervised structures, robust reward and recognition schemes, opportunities for learningÂ and growth, and a focus on employee well-beingÂ experience and engagement. Employees excel andÂ find fulfilment in workplaces that prioritize purposeÂ and maintain a strong organizational culture. AÂ purpose-driven work environment emphasizesÂ aligning employeesâ roles with meaningful goalsÂ and values. This approach fosters engagement,Â satisfaction, and commitment among employees,Â ultimately enhancing productivity and overallÂ success within the organization. We continueÂ with our efforts to increase our gender diversity,Â and efforts are channelled towards implementingÂ policies and recruitment initiatives across theÂ organisation.

Scan Steels continues to enhance its internal processes and initiatives aimed at fostering aÂ culture of continuous improvement, prioritizingÂ safety, ethics, environmental stewardship,Â and community welfare. We aim at fosteringÂ teamwork, nurturing talent, enhancing leadershipÂ capability, and acting with pace, pride, and passion.

Employee health, safety, and holistic well-being; attracting and retaining diverse talent; providingÂ an inclusive and positive work environment; andÂ local sourcing of labour are the important valuesÂ of the organizational culture.

Scan Steels considers its human capital not just as part of its business but also as the foundationÂ of its diverse business activities to achieveÂ success. To ensure performance excellence atÂ all levels, we emphasize retaining and groomingÂ meritorious employees. The company isÂ committed to cultivating a culture of excellence,Â deep stakeholder engagement, and agility.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is the continuing commitment by the business to behave ethicallyÂ and contribute to economic development whileÂ improving the quality of life of the workforce and

their families as well as of the local community and society at large. As a part of its policy for corporateÂ social responsibility, the Company is associatedÂ with charitable and social activities and TherebyÂ playing a pro-active role in the socioeconomicÂ growth. In structuring its efforts to the variousÂ aspects of Corporate Social Responsibilities,Â the Company takes in to account guidelines andÂ statements issued by stakeholders and otherÂ regulatory bodies.

The management has adopted corporate social responsibility (CSR) well at par with itsÂ business, with the objective of creating wealthÂ in the community with focus on education,Â health, animal welfare, water and society. SocialÂ welfare, community development, economic andÂ environmental responsibilities are at the core ofÂ the CSR of the Company.

The Corporate Social Responsibility Committee (CSR Committee) Composition and Terms ofÂ reference of which is detailed in the CorporateÂ Governance Part of this Annual Report, hasÂ formulated and recommended to the Board, aÂ Corporate Social Responsibility Policy (CSR Policy)Â indicating the activities to be undertaken by theÂ Company, which has been approved by the Board.

The key philosophy of all CSR initiatives of the Company is guided by three core commitments ofÂ Scale, Impact and Sustainability.

The Company has identified Following focus areas of engagement:

â¢ Â Â Â Rural Transformation: Creating sustainableÂ livelihood solutions, Activities to improveÂ livelihoods, and the lives of rural populationsÂ and rural areas.

â¢ Â Â Â Animal Welfare: Aim to address material issuesÂ for each livestock industry. disease preventionÂ and veterinary treatment, appropriate shelter,Â management, nutrition, humane handling, andÂ humane Slaughter.

â¢ Â Â Â Health: Affordable solutions for healthcareÂ through improved access, awareness andÂ health seeking behaviour. Eradicating hunger,Â poverty and malnutrition, promoting preventiveÂ health care and making available safe drinkingÂ water.

â¢ Â Â Â Education: Access to quality education,Â promoting education including specialÂ education to poor children in rural area.Â Improving literacy amongst the children,Â women, elderly and the differently abled,Â training and skill enhancement, careerÂ guidance, Specially in Nearby Villages whereÂ the Plants of the Company Located.

â¢ Â Â Â Environment: Environmental sustainability,Â ecological balance, conservation of naturalÂ resources.

â¢ Â Â Â Water: The Company makes affordableÂ solution for water crises in the local area.

â¢ Â Â Â Promoting Sports: Training and promotingÂ local sports

The Company would also undertake other need-based initiatives in compliance with Schedule VII to the Act as amended. In the past few financialÂ years, the Company has consistently increasedÂ the share of CSR expenditure.

The CSR activities are monitored by internal / CSR Committee. As per the CSR policy, progress of theÂ CSR activities is reviewed periodically or as andÂ when needed by the Board-level CSR Committee,Â as well as by the management at the sites. Also,Â The Company through its Board and the CSRÂ Committee follows a comprehensive approach toÂ deliver socially inclusive and holistic interventionsÂ that help create equitable opportunities for theÂ underprivileged and contribute to nation building.

During FY 2023-24, the Companyâs actual CSR obligation was ' 90.80 Lakhs. The Company hasÂ spent ' 89.43 Lakhs towards CSR expenditureÂ and the balance of ' 1.50 Lakhs (after roundingÂ off) was deposited in an CSR Unspent account for

CSR spending in specified projects. The disclosures required to be made as per Rule 9 of CompaniesÂ (Corporate Social Responsibility Policy) Rules,Â 2014 or Details of CSR expenditure spent DuringÂ the financial year 2023-24 by the Company isÂ annexed to this report as Annexure âBâ.

Pursuant to the Companies (Corporate Social Responsibilities Policy) Amendment Rules, 2021,Â Company has adopted a CSR policy in line with theÂ above amendment. The policy has been approvedÂ by the Companyâs Board of Directors and theÂ same is available on the website of the CompanyÂ atÂ https://scansteels.com/ssl-policies/

RISK MANAGEMENT

The Companyâs robust risk management framework identifies and evaluates businessÂ risks and opportunities. The Company recognisesÂ that the emerging and identified risks need to beÂ managed and mitigated to protect its shareholdersÂ and other stakeholderâs interest, achieve itsÂ business objective and enable sustainable growth.Â The risk frame work is aimed at effectivelyÂ mitigating the Companyâs various business andÂ operational risks, through strategic actions. RiskÂ management is embedded in our critical businessÂ activities, functions and processes.

Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of IndiaÂ (Listing Obligation and Disclosure Requirements)Â Regulations, 2015, the Company has constitutedÂ a sub-committee of Directors to overseeÂ Enterprise Risk Management Framework toÂ ensure execution of decided strategies withÂ focus on action and monitoring risks arising outÂ of unintended consequences of decisions orÂ actions and related to performance, operations,Â compliance, incidents, processes, systems andÂ transactions are managed appropriately. TheÂ probability or impact thereof is reduced throughÂ tactical and executive management, policies,Â processes, inbuilt systems controls, MIS, internalÂ audit reviews etc.

The Audit Committee has additional oversight in the area of financial risks, controls and InternalÂ Audit reviews. The Company believes that theÂ overall risk exposure of present and future risksÂ remains within risk capacity.

The Risk Management team continuously scans the external and internal environment forÂ developments which may throw up emerging risksÂ for the organisation. The risk flags and risk insightsÂ are shared with the Senior Management for deepÂ diving into emerging risk areas for the Company.Â The Companyâs risk intelligent culture enabled itÂ to manage the uncertainties in an unprecedentedÂ business environment during the year underÂ review. âScenario-based risk assessmentâ isÂ facilitated across the company in any uncertainÂ circumstances. Further, business decisions wereÂ pivoted to achieve cash neutrality in operationsÂ by reducing spend, managing working capital andÂ reducing capital expenditures.

Implementation of focussed risk mitigation strategies along with improvement in theÂ domestic macro environment has improvedÂ the Companyâs risk profile in the financial year

2023- 24. Despite the challenges posed by theÂ competitive environment, the company has triedÂ to maintain its liquidity position and has adequateÂ resources to service the debt.

The Company continues to be vigilant to proactively manage risks, as they emerge in financial year

2024- 25. Health and safety of employees andÂ the communities in the vicinity of our operations,Â and Environment and Climate Change impactsÂ continues to be the top-most priority for theÂ Company, whilst simultaneously ensuringÂ continuity of our business operations. All businessÂ decisions are aligned to the Scan Steels Code ofÂ Conduct. The long-term strategy of the CompanyÂ is focused on generating profitable growth andÂ sustainable cashflows that creates long-termÂ stakeholder value.

The Company had developed and Implemented a Risk Management Policy which was reviewed andÂ approved by the Committee and Board, which canÂ be accessed on the website of the Company atÂ https://scansteels.com/ssl-policies/Â - InvestorÂ Relations Segment.

CORPORATE GOVERNANCE

Transparency is the cornerstone of your Companyâs philosophy and all requirements ofÂ Corporate Governance are adhered to both inÂ letter and spirit. The Company ensures that itÂ evolves and follows the corporate governanceÂ guidelines and best practices diligently, not justÂ to boost long-term shareholder value, but alsoÂ to respect rights of the minority. The BoardÂ is conscious of its inherent responsibility toÂ disclose timely and accurate information on theÂ Companyâs operations, performance, materialÂ corporate events as well as on the leadership andÂ governance matters relating to the Company.

All the Committees of the Board of Directors meets at regular intervals as required inÂ terms of SEBI (Listing Obligations & DisclosureÂ Requirements) Regulations, 2015 and CompaniesÂ Act. 2013. Your Board of Directors has taken allÂ necessary steps to ensure compliance with allÂ statutory requirements. The Directors and KeyÂ Management Personnel of your Company haveÂ complied with the approved âCode of Ethics forÂ Board of Directors and Senior Executivesâ of theÂ Company.

The Report on Corporate Governance as required under the SEBI (Listing Obligations & DisclosureÂ Requirements) Regulations, 2015 forms partÂ of this Annual Report. The Auditorsâ CertificateÂ on compliance with Corporate GovernanceÂ requirements is also attached to DirectorsÂ Report as Annexure âHâ. Further as required underÂ Regulation 17(8) of SEBI (Listing Obligations &Â Disclosure Requirements) Regulations, 2015, aÂ certificate from the Whole- Time Director & CFOÂ is being annexed with this Annual Report.

VARIATION IN THE TERMS OF NONCONVERTIBLE REDEEMABLE PREFERENCE SHARES (âNCRPSâ) AND ISSUANCE ANDÂ ALLOTMENT OF 62,50,000 OPTIONALLYÂ CONVERTIBLE REDEEMABLE PREFERENCEÂ SHARE (âOCRPSâ) ON PRIVATE PLACEMENTÂ BASIS

The company had issued and allotted 1,28,49,605 non-convertible redeemable preference sharesÂ (âNCRPSâ) of ' 10/- (Rupees Ten) each at aÂ premium of ' 30/- (Rupees Thirty) per NCRPSÂ for an aggregate amount of ' 51,39,84,200/-(Rupees Fifty-One Crore Thirty-Nine LacsÂ Eighty-Four Thousand Two Hundred Only) at aÂ rate of dividend 1% p.a. (non-cumulative, nonparticipating) on a private placement basis onÂ August 12, 2015 (the allotment date of NCRPS)Â after members approval sought via postal ballot.

With an objective to retain funds in the company towards its long-term business objectives and toÂ create value for the stakeholders, the managementÂ of the company intended to make changes in theÂ existing terms of the non-convertible redeemableÂ preference shares (NCRPS) holders so as toÂ insert the option of making it convertible intoÂ optionally convertible redeemable preferenceÂ shares (OCRPS) in part or full, based on theÂ mutual consent of the NCRPS holders and theÂ company from time to time, subject to receipt ofÂ all necessary approvals.

Upon discussion with NCRPS Holders, the NCRPS Holders had agreed to insert the optionÂ of âconvertibilityâ to the existing terms of NCRPSÂ issued to them, such that the said NCRPS wouldÂ become convertible into equity shares in part or full,Â based on the mutual consent of the NCRPS holdersÂ and subject to receipt of all necessary approvals.Â Accordingly, During the year under review asÂ approved by the board at their meeting held on 30^thÂJanuary, 2024, approval of the holders of NCRPSÂ and also approval of the shareholders accordedÂ in their meeting held on 27^thÂ February, 2024 the

company had altered terms of its 1,28,49,605 Non-Convertible Redeemable Preference SharesÂ (NCRPS) allotted on a private placement basisÂ on August 1 2, 201 5 (the allotment date ofÂ NCRPS) and consequently, issued and allotted

62,50,000 (sixty-two lakh and fifty thousand)Â Optionally Convertible Redeemable PreferenceÂ Shares (OCRPS) having a face value of Rs. 10/-each on a private placement basis/PreferentialÂ Basis to existing NCRPS Holders (promoter andÂ other than promoter) vide Board Resolution datedÂ 18^thÂ March, 2024, for consideration other thanÂ cash in lieu of the / against conversion of theÂ same number of NCRPS held by them pursuantÂ to BSEâs in-principal approval granted via -(LOD/Â PREF/TT/FIP/1410/2023-24) Dated MarchÂ 13, 2024.

Each OCRPS was issued at ' 70.53/- (Rs. Seventy and Fifty-Three Paise) including the premium ofÂ ' 60.53/- (Rupees Sixty and Fifty-Three Paise)Â as per the valuation report obtained from theÂ registered valuer in terms of Regulation 166A ofÂ SEBI ICDR Regulations. The optionally convertibleÂ redeemable preference shares (âOCRPSâ) wereÂ issued in exchange or in lieu of the same numberÂ of non-convertible redeemable preference sharesÂ (âNCRPSâ) to the existing NCRPS holders; hence,Â there was no cash consideration involved in thisÂ allotment.

The company vide Board Resolution dated 30th March, 2024 approved the revision inÂ the conversion ratio of NCRPS into OCRPSÂ as 1.6029....:1 (i.e., allotment of 1 OCRPS inÂ exchange of 1.6029.. NCRPS of the Company)Â resulting into redemption of 1,00,18,466 nos.Â of NCRPS against the allotment of 62,50,000Â nos. of OCRPS of the Company made vide boardÂ resolution dated 18th March, 2024.

Each OCRPS of ' 10 each shall be convertible into each equity share of ' 10 each of the CompanyÂ in accordance with the provisions of SecuritiesÂ and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2018, and other applicable Provisions if any, pursuant toÂ exercise of conversion option by OCRPS holdersÂ against each such OCRPS, at any time on orÂ before 11th August 2025. In case the option ofÂ conversion is not exercised by the OCRPS HolderÂ within on or before 11th August, 2025 the OCRPSÂ shall be redeemed out of the sources provided forÂ under applicable provisions of law within 30 daysÂ from the end of the period available for conversionÂ at a price not less than the price of ' 90/- (RupeesÂ Ninety only) each OCRPS.

SHARE CAPITAL

INCREASE IN AUTHORISED SHARE CAPITAL

The company intended to alter the terms of existing non-convertible redeemable preferenceÂ shares (NCRPS) such that the said NCRPS willÂ have an option by which the same may becomeÂ convertible preference shares, in part or full,Â based on the mutual consent of the NCRPSÂ holders and the Company and subject to otherÂ necessary approvals, which in turn required theÂ issuance and allotment of Optionally ConvertibleÂ Redeemable Preference Shares (OCRPS).

Consequently, the company had Increased its Authorised Share Capital from ' 70,00,00,000/-(Rupees Seventy Crores only) divided intoÂ 5,50,00,000 (Five Crore Fifty Lakhs) equity sharesÂ of ' 10/- (Rupees Ten) each and 1,50,00,000Â (One Crore Fifty Lakhs only) Non-cumulativeÂ Redeemable Preference Share of ' 10/- (RupeesÂ Ten) each to ' 86,50,00,000/- (Rupees Eighty-sixÂ Crore and Fifty Lakhs) divided into 7,15,00,000Â (Seven Crore Fifteen Lakhs) equity shares ofÂ ' 10/- (Rupees Ten) each and 87,50,000Â (Eighty-seven Lakhs and Fifty Thousand only) Noncumulative Redeemable Preference Share ofÂ ' 10/- (Rupees Ten) each and 62,50,000 (Sixty-Two Lakhs and Fifty Thousand) Non-cumulativeÂ Optionally Convertible Redeemable PreferenceÂ Shares of ' 10/- (Rupees Ten) each. PursuantÂ to Members approval accorded in the Extra-

Ordinary General Meeting held on February 27^th, 2024 and accordingly, the capital clause of theÂ Memorandum of Association of the Company isÂ amended.

TheÂ authorized share capital of the Company

as on 31^stÂ March, 2024Â is ' 86,50,00,000/-(Rupees Eighty-six Crore and Fifty Lakhs) divided into 7,15,00,000 (Seven Crore Fifteen Lakhs)Â equity shares of ' 10/- (Rupees Ten) eachÂ and 87,50,000 (Eighty-seven Lakhs and FiftyÂ Thousand only) Non-cumulative RedeemableÂ Preference Share of ' 10/- (Rupees Ten)Â each and 62,50,000 (Sixty-Two Lakhs and FiftyÂ Thousand) Non-cumulative Optionally ConvertibleÂ Redeemable Preference Shares of ' 10/-(Rupees Ten) each.

ISSUED/SUBSCRIBED/PAID UP CAPITAL

During the year under review, the company altered the terms of its existing non-convertibleÂ redeemable preference shares (NCRPS) by givingÂ a convertible option to NCRPS holders such that theÂ said NCRPS would become convertible into equityÂ shares in part or full, based on the mutual consentÂ of the NCRPS holders and pursuant to MembersÂ approval sought in the Extra Ordinary GeneralÂ Meeting held on 27^thÂ February, 2024, and byÂ taking all other necessary approvals in this regard,Â Consequently, the board of directors allotted

Accordingly, TheÂ paid-up equity share capital as on March 31, 2024Â and as on date isÂ ' 52,35,22,950 (Fifty Two Crore Thirty FiveÂ Lakhs Twenty Two Thousand Nine Fifty) dividedÂ into 5,23,52,295 (Five Crore Twenty Three LakhsÂ Fifty Two Thousand Two Hundred Ninety Five)Â fully paid up Equity Shares of ' 10/- (Rupees TenÂ Only) each and theÂ preference share capitalÂ isÂ ' 90,811,390/- (Ninety Crore Eighty One LacsÂ One Thousand Three Hundred Ninety) divided into

62,50,000 (Sixty Two Lacs Fifty Thousand only)Â fully paid up Optionally Convertible RedeemableÂ Preference Shares of ' 10/- (Rupees Ten) each.Â and 28,31,139 (Twenty-Eight Lacs Thirty-OneÂ Thousand One Hundred and Thirty-Nine) fullyÂ paid up Non-Convertible Redeemable PreferenceÂ Shares of ' 10/- (Rupees Ten) each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

â¢ Â Â Â In accordance with the provisions of SectionÂ 152 of the Companies Act, 2013 and in termsÂ of the Articles of Association of the Company,Â Mr. Rajesh Gadodia (DIN: 00574465), retiresÂ by rotation at the forthcoming Annual GeneralÂ Meeting and being eligible, offers himself forÂ re-appointment. Mr. Rajesh Gadodia, is notÂ related to any of the Directors of the Company.

â¢ Â Â Â Pursuant to the recommendation of theÂ Nomination and Remuneration Committee, theÂ Board of Directors of the Company (Board) inÂ terms of Section 161 of the Act and in termsÂ of the companyâs Articles of Association at itsÂ meeting held on August 24^th, 2024, subject toÂ the approval of the members by way of specialÂ resolution at the ensuing AGM of the Company,Â appointed Mr. Gagan Jalan (DIN: 09523622)Â as an Additional Director in the category ofÂ Non-Executive Independent Director of theÂ Company, for a First Term of five consecutiveÂ years with effect from August 24^th, 2024.Â Further, in the opinion of the Board, Mr. GaganÂ Jalan is a person of high integrity, expertise,

and experience and qualifies to be appointed as an independent director of the company.

Pursuant to the provisions of Section 149 of the Act, Mr. Gagan Jalan, have submittedÂ declaration that he meets the criteria ofÂ independence as provided in Section 149(6)Â of the Act along with Rules framed thereunderÂ and Regulation 16(1)(b) of the Securities andÂ Exchange Board of India (Listing ObligationsÂ and Disclosure Requirements) Regulations,Â 2015 (âSEBI Listing Regulationsâ).

Mr. Gagan Jalan, is not related to any of the Directors of the Company. There have beenÂ no circumstances affecting his status as anÂ independent director of the Company. Mr.Â Gagan Jalan has also cleared online proficiencyÂ self-assessment test in terms of the Rule 6 ofÂ the Companies (Appointment and QualificationÂ of Directors) Rules, 2014. Mr. Gagan JalanÂ is not debarred from holding the office ofÂ Director by virtue of any SEBI order or anyÂ other such authority.

Your company has received a notice under section 160 of the companyâs act, 2013 fromÂ a member, signifying his intension to proposeÂ the name of Mr. Gagan Jalan, for appointmentÂ as an Independent Director of the company atÂ the 31^stÂ Annual General Meeting.

Suitable resolution(s) for appointment or reappointment of director(s), as referredÂ to above, will be placed for approval of theÂ members in the forthcoming annual generalÂ meeting. The Board of Directors recommendsÂ their appointment / re-appointment. BriefÂ resume and nature of their expertise inÂ specific functional areas are provided inÂ Corporate Governance Report. Names ofÂ companies in which they hold directorshipsÂ and memberships/ chairmanships of BoardÂ Committees and their shareholding and otherÂ information of the concerned director(s), inÂ terms of the Regulation 36 (3) of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 201 5 read with SecretarialÂ Standard on General Meetings (âSS-2â) isÂ provided under the explanatory statementÂ as an annexure in the notice convening theÂ forthcoming Annual General Meeting.

â¢ Â Â Â During the year under review (FY 20232024) The Board of Directors, on theÂ recommendation of the Nomination andÂ Remuneration Committee, had appointedÂ Ms. Konika Poddar (DIN 10435224) as anÂ additional director (non-executive independentÂ Woman director) at its meeting held onÂ January 30, 2024 pursuant to Section 161 ofÂ the Act and in terms of Companyâs Articles ofÂ Association., to hold office for a first term of fiveÂ consecutive years commencing from JanuaryÂ 30, 2024 to January 29, 2029. which wasÂ approved by Members at the Extra OrdinaryÂ General Meeting of the Company held on 27^thÂFebruary, 2024 Consequently, she becameÂ Member of the Audit Committee, NominationÂ and Remuneration Committee, Stake HoldersÂ Relationship Committee, and Corporate SocialÂ Responsibility Committee.

â¢ Â Â Â During the year under review (FY 20232024), Mr. Shravan Kumar Agrawal (DINÂ 09139761) Non-Executive IndependentÂ Director of the Company, on his resignation dueÂ to pre-occupation of work and other personalÂ commitment, ceased to be an IndependentÂ Director of the Company with effect fromÂ close of business hours on 30^thÂ January,Â 2024, Consequently, he will also be steppingÂ down as the Member of the Audit Committee,Â Nomination and Remuneration Committee,Â Stake Holders Relationship Committee, andÂ Corporate Social Responsibility Committee.Â there were no other material reasons forÂ resignation other than those provided byÂ the Director. The Board placed on recordÂ appreciation of his service to the Company

and look forward for his continuance support in future.

â¢ Â Â Â Further, between Year End date 31^stÂ MarchÂ 2024 and the Date of Director Report,Â Mrs. Debjani Sahu, (DIN: 02674022) (NonExecutive Independent Woman Director), onÂ her resignation due to pre-occupation of workÂ and other personal commitment, ceased toÂ be an Independent Woman Director of theÂ Company with effect from close of businessÂ hours on August 24^th, 2024, Consequently, sheÂ will also be stepping down as the Member ofÂ the Nomination and Remuneration CommitteeÂ and Risk Management Committee. there wereÂ no other material reasons for resignationÂ other than those provided by the Director.Â Your directors would like to record theirÂ deep sense of appreciation for the enormousÂ contributions made by her during her tenure.

â¢ Â Â Â SEBI, vide SEBI(LODR)(second Amendment)Â Reg. 2023 dated June 14, 2023, inserted aÂ new sub-regulation to Reg. 17 i.e., 1D, whichÂ has come into effect from July 15, 2023. TheÂ said sub-regulation mandates that, with effectÂ from April 1 , 2024, the continuation of aÂ director serving on the board of directors of aÂ listed entity shall be subject to the approval byÂ the shareholders in a general meeting at leastÂ once in every five years from the date of theirÂ appointment or reappointment, as the caseÂ may be. Further, continuation of the directorÂ serving on the board of directors of a listedÂ entity as on March 31 , 2024, without theÂ approval of the shareholders for a period ofÂ last five years or more shall be subject to theÂ approval of shareholders in the first generalÂ meeting to be held after March 31 , 2024.Â Provided further that the requirement specifiedÂ in this regulation shall not be applicable to theÂ Whole-Time Director, Managing Director,Â Manager, Independent Director, or a DirectorÂ retiring as per sub-section (6) of section 152

of the Companies Act, 2013, if the approval of the shareholders for the reappointmentÂ or continuation of the aforesaid directorsÂ or managers is otherwise provided for byÂ the provisions of these regulations or theÂ Companies Act, 2013 and has been compliedÂ with.

Mr. Rajesh Gadodia is the non-executive chairman of the company and has beenÂ serving on the board of the company for moreÂ than five years, but as stated above, the saidÂ new sub-regulation is not applicable to the reappointment of Mr. Rajesh Gadodia as he isÂ a director retiring as per the sub-section (6)Â of Section 152 of the Companies Act, 2013,Â read with rules made thereunder; hence, noÂ shareholder approval is required for his reappointment as per Reg. 17(1D) of SEBIÂ (LODR) Reg. 2015. The company does notÂ have any other director (i.e., non-executive,Â non-independent directors) who was appointedÂ without any defined tenure and is not liable toÂ âretirement by rotationâ for whom shareholderÂ approval is required to be sought in theÂ ensuing annual general meeting as per theÂ aforementioned provision.

â¢ In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors)Â Rules, 201 4, read with Amendment RulesÂ from time to time, all Independent DirectorsÂ of the Company have enrolled themselves onÂ the Independent Directors Databank and haveÂ cleared the online proficiency self-assessmentÂ test within the specified timeline unlessÂ exempted under the aforesaid Rules.

Apart from the changes as mentioned above, there were no changes in the composition ofÂ the Board of the Company during the year underÂ review. Further, there were no changes in the KeyÂ Managerial Personnel of the Company during theÂ year under review.

None of the Directors of the Company are disqualified under Section 164[2) of theÂ Companies Act, 2013. During the year, theÂ non-executive directors of the Company had noÂ material pecuniary relationship or transactionsÂ with the Company. They are paid sitting fees, andÂ reimbursement of expenses incurred by themÂ for the purpose of attending meetings of theÂ Company.

The following policies of the Company are attached herewith marked asÂ ANNEXURE âCâÂ andÂ ANNEXURE âDâ: a) Policy for selection of DirectorsÂ and determining Directorâs independence; and b)Â Nomination and Remuneration Policy.

SENIOR MANAGEMENT - KEY MANAGERIAL PERSONNEL

Mr. Ankur Madaan, Whole Time Director, Mr. Prabir Kumar Das, President & CompanyÂ Secretary and Mr. Gobinda Chandra Nayak, ChiefÂ Financial Officer are the Key Managerial PersonnelÂ of your company in accordance with the provisionÂ of Section 2[51) and 203 of the companyâs act,

2013 Â Â Â read with Companies [Appointment andÂ Remuneration of Managerial Personnel) Rules,

2014 Â Â Â and Clause 5B of Schedule V of SEBI ListingÂ Regulations/ SEBI [LODR) Regulations, 2015.,Â During the year under review, there has been noÂ change in Key Managerial Personnel.

Companyâs policy of appointment and remuneration for directors, KMP and otherÂ employees including criteria for determiningÂ qualifications, positive attributes, directorâsÂ independence (read with Sections 178 (1) (3) (4))

The Nomination and Remuneration Committee works with the Board to determine theÂ appropriate characteristics, skills and experienceÂ for the Board as a whole and its individualÂ members with the objective of having a BoardÂ with diverse backgrounds and experience inÂ business, government, education and publicÂ service. Characteristics expected of all Directors

include independence, integrity, high personal and professional ethics, sound business judgment,Â ability to participate constructively in deliberationsÂ and willingness to exercise authority in a collectiveÂ manner.

The current policy is to have a balanced mix of executive and non-executive IndependentÂ Directors to maintain the independence of theÂ Board, and separate its functions of governanceÂ and management. As at March 31, 2024 theÂ Board of Directors comprises 6 Directors, ofÂ which 4 are non-executive, including Two womenÂ director. The number of Independent DirectorsÂ is 3, which is one half of the total number ofÂ Directors.

The Companyâs Policy relating to appointment of Directors, payment of Managerial remuneration,Â Directorsâ qualifications, positive attributes,Â independence of Directors and other relatedÂ matters as provided under Section 178[3) of theÂ Companies Act, 2013 is furnished in Annexure âCâÂ and is attached to this report. The remunerationÂ paid to the directors is in accordance with theÂ remuneration policy of the Company. More detailsÂ on the Companyâs policy on Directorâs appointmentÂ and remuneration and other matters provided inÂ Section 178[3) of the Act has been disclosed inÂ the Corporate Governance Report, which formsÂ part of this report.

Further, Nomination and Remuneration Policy for Directors, Key Managerial Personnel andÂ other employees is furnished in Annexure âDâ andÂ is attached to this report. During the year underÂ review, there were no substantive changes in theÂ Policy except to align the Policy with amendmentsÂ if any, made to applicable laws.

Declaration by Independent Director(s)

As required under section 149[7) of the Companies Act, 2013, The Company has receivedÂ declarations from all the Independent DirectorsÂ of the Company confirming that they meet the

criteria of independence and / or to qualify themselves to be appointed as an IndependentÂ Directors as prescribed both under Section 149Â (6) of the Companies Actâ 2013 and RegulationÂ 16(1) (b) read with Regulation 25 of the SEBIÂ (Listing Obligations and Disclosure Requirements)Â Regulations, 2015, The Board consideredÂ the independence of each of the IndependentÂ Directors in terms of the above provisions andÂ is of the view that they fulfill/meet the criteria ofÂ independence. The declarations are put up on theÂ website of the Company atÂ https://scansteels.Â com/independent-directors/Â - InvestorRelationsÂ Segment.

In the opinion of the Board, there has been no change in the circumstances which may affectÂ their status as independent directors of theÂ Company and the Board is satisfied of the integrity,Â expertise, and experience (including proficiency inÂ terms of Section 150(1) of the Act and applicableÂ rules thereunder) of all Independent DirectorsÂ on the Board. Further, in terms of Section 150Â read with Rule 6 of the Companies (AppointmentÂ and Qualification of Directors) Rules, 2014, asÂ amended, Independent Directors of the CompanyÂ have included their names in the data bank ofÂ Independent Directors maintained with the IndianÂ Institute of Corporate Affairs.

Familliarisation Programme for Independent Directors.

All New Independent Directors (IDs) whenever inducted into the Board are given an orientation.Â Presentations are made by Executive DirectorsÂ (EDs) and Senior Management giving an overviewÂ of our operations, to familiarize the new IDs withÂ the Companyâs business operations. The new IDsÂ are given an orientation on our products, groupÂ structure, Board constitution and Procedures,Â matters reserved for the Board, and our majorÂ risks and risk management strategy. Visits to PlantÂ and Factory locations are organized for the IDs toÂ enable them to understand the business better.

The company familiarises the New and Existing Independent Directors of the Company from timeÂ to time with their roles, rights, responsibilitiesÂ in the company, nature of the industry in whichÂ the company operates, business model of theÂ company, etc. and also, by updating them aboutÂ latest amendments in Companies Act, 2013, SEBIÂ (Listing Obligations and Disclosure Requirements)Â Regulations, 2015 and other Laws related toÂ Company. Details of Same are put up on theÂ website of the Company atÂ https://scansteels.Â com/independent-directors/Â - Investor RelationsÂ Segment.

Separate Independent Director Meeting

In term of requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 ofÂ Securities and Exchange Board of India (ListingÂ Obligations and Disclosure Requirements)Â Regulations, 2015, a separate meeting of theÂ independent directors (âAnnual ID meetingâ) wasÂ convened on 30^thÂ January, 2024 and All theÂ Independent Directors were present at the saidÂ Meeting.

The Independent Directors at the meeting reviewed the following:

a. Â Â Â Performance of Non-Independent DirectorsÂ and the Board as a whole;

b. Â Â Â Performance of the Chairman of the Company,

taking into account the views of Executive Directors and Non-Executive Directors; and

c. Â Â Â Assess the quality, quantity and timeliness of

flow of information between the Company Management and the Board that is necessaryÂ for the Board to effectively and reasonablyÂ perform their duties.

Post the Annual ID meeting, the collective feedback of each of the Independent Directors wasÂ discussed by the Chairperson of the NominationÂ Remuneration Committee with the BoardÂ covering performance of the Board as a whole,

performance of the non-independent directors and performance of the Board Chairman. InÂ addition to formal meetings, interactions outsideÂ the Board meetings also take place between theÂ Chairman and Independent Directors.

BOARD ANNUAL EVALUATION

Pursuant to Regulation 17(10) of SEBI (Listing Obligations & Disclosure Requirements)Â Regulations, 2015, and in compliance with theÂ Section 134(3) (p) Company has devised aÂ Policy for performance evaluation of IndependentÂ Directors, Board, Committees and other individualÂ Directors which include criteria for performanceÂ evaluation of the non-executive directors andÂ executive directors.

The Board carried out an annual performance evaluation of its own performance, the individualÂ Directors (including Independent Directors), as wellÂ as the evaluation of the working of the CommitteesÂ of the Board pursuant to the provisions of the ActÂ and SEBI Listing Regulations. The performanceÂ evaluation of the Chairman, Whole- Time DirectorÂ and the Non- Independent Directors was carriedÂ out by Independent Directors. The performanceÂ evaluation of the Independent Directors wasÂ carried out by the entire Board in complianceÂ with the Companies Act, 2013. The performanceÂ evaluation of all the Directors/ its committeesÂ and / or Board as a whole was also carried outÂ by the Nomination and Remuneration CommitteeÂ and NRC also review its implementation andÂ compliance. Details of the same are given in theÂ Report on Corporate Governance annexed hereto.

The Chairman of the Board had one-on-one meetings with the IDs. The Chairperson of theÂ Nomination and Remuneration CommitteeÂ (NRC) held separate discussions with each ofÂ the Directors of the Company and obtained theirÂ feedback on overall Board effectiveness as well asÂ on each of the other Directors. These meetingsÂ were intended to obtain Directorsâ inputs onÂ effectiveness of the Board/ Committee processes.

While evaluating the performance and effectiveness of the Board, various aspects ofÂ the Boardâs functioning such as adequacy of theÂ composition and structure and quality of the Board,Â time devoted by the Board to Companyâs longterm strategic issues, quality and transparencyÂ of Board discussions, execution and performanceÂ of specific duties, obligations and governance andÂ effectiveness of board processes, informationÂ and functioning were taken into consideration.Â Committee performance was evaluated by theÂ Board on the basis of their effectiveness in carryingÂ out respective mandates, and after seeking inputsÂ from the committee members on the basis ofÂ criteria such as the composition of committees,Â effectiveness of committee meetings, etc..

A separate exercise was carried out to evaluate the performance of Independent Directors includingÂ the Chairman of the Board, who were evaluatedÂ on parameters such as level of engagement andÂ contribution to Board deliberations, independenceÂ of judgment, safeguarding the interest of theÂ Company and focus on creation of shareholdersÂ value, ability to guide the Company in key matters,Â attendance at meetings, etc. The ExecutiveÂ Directors were evaluated on parameters such asÂ strategy implementation, leadership skills, quality,Â quantity and timeliness of the information flow toÂ the Board, etc.

The Board considered and discussed the inputs received from the Directors. Further, the IDs atÂ their meeting reviewed the performance of nonIndependent Directors, Board as a whole andÂ Chairman of the Board after taking into accountÂ views of Executive Directors and Non-ExecutiveÂ Directors.

The Directors expressed their satisfaction with the evaluation process. The evaluation processÂ endorsed the Board Membersâ confidence in theÂ ethical standards of the Company.

The evaluation process endorsed the Board Membersâ confidence in the ethical standards

of the Company, the resilience of the Board and Management in navigating the CompanyÂ during challenging times, cohesiveness amongstÂ the Board Members, constructive relationshipÂ between the Board and the Management and theÂ openness of the Management in sharing strategicÂ information to enable the Board Members toÂ discharge their responsibilities.

The Detailed Policy on Performance Evaluation of Independent Directors, Board, CommitteesÂ and other individual Directors can be accessedÂ from the website of the Company atÂ https://Â scansteels.com/ssl-policies/Â - Investor RelationsÂ Segment.

MANAGERIAL REMUNERATION:

Based on the recommendations of the NRC, the Board has approved the Remuneration Policy forÂ Directors, Key Managerial Personnel (KMPsâ)Â and all other employees of the Company. As partÂ of the policy, the Company strives to ensure that:

â¢ Â Â Â the level and composition of remuneration isÂ reasonable and sufficient to attract, retain andÂ motivate Directors of the quality required toÂ run the Company successfully;

â¢ Â Â Â relationship between remuneration andÂ performance is clear and meets appropriateÂ performance benchmarks; and

â¢ Â Â Â remuneration to Directors, KMPs and SeniorÂ Management involves a balance between fixedÂ and incentive pay, reflecting short, medium andÂ long-term performance objectives appropriateÂ to the working of the Company and its goals.

The following disclosures have been mentioned in detail under the heading âCorporate Governanceâ,Â part of this Annual Report: â

(i) Â Â Â all elements of remuneration package such asÂ salary, benefits, etc., of all the directors;

(ii) Â Â Â details of fixed component and performanceÂ linked incentives along with the performanceÂ criteria;

(iii) Â Â Â service contracts, notice period, severanceÂ fees;

(iv) Â Â Â Stock option details, if any, and whether theÂ same has been issued at a discount as well asÂ the period over which accrued and over whichÂ exercisable.

CODE OF INDEPENDENT DIRECTORS -SCHEDULE - IV

The Board has considered Code of Independent Directors as prescribed in Schedule IV of theÂ Companies Act, 2013. The code is a guide toÂ professional conduct for independent directorsâÂ adherence to these standards by independentÂ directors and fulfillment of their responsibility inÂ a professional and faithful manner will promoteÂ confidence of the investment community andÂ regulators.

The broad items for code for independent directors are:

(i) Â Â Â Guidelines for Professional conduct.

(ii) Â Â Â Role and Functions.

(iii) Â Â Â Duties

(iv) Â Â Â Manner and process of appointment.

(v) Â Â Â Re-appointment on the basis of report ofÂ performance evaluation.

(vi) Â Â Â Resignation or Removal.

(vii) Â Â Â At least one Separate meeting of IndependentÂ Directors in a year without attendance ofÂ non independent directors or members ofÂ management.

(viii) Evaluation mechanism of IndependentÂ Directors by entire Board of Directors.

The Detailed Code of Conduct of Independent Directors of the Company and Code of ConductÂ for Board of Directors and Senior ManagementÂ of the Company can be accessed on the websiteÂ of the Company atÂ www.scansteels.comÂ - InvestorÂ Relations Segment.

BOARD DIVERSITY

Board diversity is the breadth of perspective, not the mere of various diverse traits that willÂ benefit the organization. The Company believesÂ that a diverse Board will enhance the qualityÂ of the decision made by the Board by utilizingÂ the different thoughts, perspectives, skills,Â qualifications, experience, knowledge, region andÂ industry experience, cultural and geographicalÂ background, age, ethnicity, race, and gender, etc.Â of the Board members necessary for achievingÂ sustainable and balanced development. TheÂ Board Diversity Policy has been adopted by theÂ Company and sets out its approach to diversity.Â The Board Diversity Policy is available on theÂ website of the Company viz.Â https://scansteels.Â com/ssl-policies/

SCAN STEELSâS CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with theÂ requirements of the SEBI (Prohibition of InsiderÂ Trading) Regulations, 2015. The Insider TradingÂ Policy of the Company lays down guidelines andÂ procedures to be followed, and disclosures to beÂ made while dealing with shares of the Company.Â As well as the consequences of violation. TheÂ Policies/Code has been formulated to regulate,Â monitor and ensure reporting of deals byÂ employees and to maintain the highest ethicalÂ standards of dealing in Company Securities.

The Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons andÂ their Immediate Relatives in terms of RegulationÂ 9 of the SEBI (Prohibition of Insider Trading),Â Regulations, 2015, Code of Practices andÂ Procedures for Fair Disclosure of UnpublishedÂ Price Sensitive Information formulated inÂ terms of Regulation 8 of the SEBI (ProhibitionÂ of Insider Trading), Regulations, 2015, PoliciesÂ and Procedural for inquiry in case of leak ofÂ Unpublished Price Sensitive Information, or

Suspected Leak of Unpublished Price Sensitive Information in terms of Regulation 9A the SEBIÂ (Prohibition of Insider Trading) (Amendment)Â Regulations, 2O18, is available on our website atÂ https://scansteels.com/ssl-policies/Â and VigilÂ Mechanism / Whistle Blower Policy in terms ofÂ Regulation 9A of the SEBI (Prohibition of InsiderÂ Trading), Regulations, 2015 is available on ourÂ website atÂ https://scansteels.com/policies-and-code/Â - Investor Relations Segment.

COMPLIANCE WITH CODE OF ETHICS FOR BOARD OF DIRECTORS AND SENIORÂ EXECUTIVES

All Directors and Senior Management Personnel have affirmed Compliance with the Code of EthicsÂ for Board of Directors and Senior Executives. AÂ Declaration to that effect is attached with TheÂ Corporate Governance Report.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating toÂ âMeetings of the Board of Directorsâ and âGeneralÂ Meetingsâ, respectively, have been duly followed byÂ the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Directorsâ Responsibility StatementÂ Based on the framework of internal financial controls andÂ compliance system established and maintainedÂ by the Company, work performed by the internal,Â statutory, cost, and secretarial auditors andÂ including audit of internal financial controls overÂ financial reporting by the statutory auditors andÂ the reviews performed by Management and theÂ relevant Board Committees, including the AuditÂ Committee, the Board is of the opinion that theÂ Companyâs internal financial controls were adequateÂ and effective during financial year 2023-24.

Accordingly, Pursuant to the requirements under section 134(3)(c) and 134(5) of the CompaniesÂ Act, 2013, your directors hereby state andÂ confirm that â

a) Â Â Â In the preparation of the annual accountsÂ for the year ended March 31, 2024, theÂ applicable accounting standards read withÂ requirements set out under Schedule III to theÂ Act (as amended from time to time) have beenÂ followed and there are no material departuresÂ from the same;

b) Â Â Â The directors had selected such accountingÂ policies and applied them consistently andÂ made judgments and estimates that areÂ reasonable and prudent so as to give a trueÂ and fair view of the state of affairs of theÂ company as at March 31 , 2024 and of theÂ profit and loss of the company for the yearÂ ended on that date;

c) Â Â Â The directors had taken proper and sufficientÂ care for the maintenance of adequateÂ accounting records in accordance with theÂ provisions of the Companies Act, 2013 forÂ safeguarding the assets of the company andÂ for preventing and detecting fraud and otherÂ irregularities;

d) Â Â Â The directors had prepared the annualÂ accounts on a going concern basis; and

e) Â Â Â The directors had laid down internal financialÂ controls to be followed by the company andÂ that such internal financial controls areÂ adequate and were operating effectively; and

f) Â Â Â The directors had devised proper systems toÂ ensure compliance with the provisions of allÂ applicable laws and that such systems wereÂ adequate and operating effectively.

AUDITORS AND AUDITORâS REPORT

STATUTORY AUDITORS

At the Companyâs 21^stÂ AGM held on 30.12.2014, M/s. SRB & Associates (Firmâs Registration No.Â 310009E), Chartered Accountants, Bhubaneswar,Â were appointed as the Statutory Auditors of theÂ Company for a term of 5 Consecutive years toÂ hold office from the conclusion of the 21^stÂ Annual

General Meeting until the conclusion of the 26^thÂ Annual General Meeting of the Company.

The Board of Directors at its meeting held on 30^thÂ May, 2019 had recommended theÂ re-appointment of M/s. SRB & Associates,Â Chartered Accountants, Bhubaneswar, for theÂ Second Term and they were re-appointed withÂ Memberâs approval soughed at the 26^thÂ AGM forÂ the second term of 5 (five) consecutive years toÂ hold office from the conclusion of the 26^thÂ AnnualÂ General Meeting until the conclusion of theÂ 31^stÂ Annual General Meeting of the Company.

As per the provisions of the Companies Act, 2013 (âthe Actâ), no listed company shall appoint anÂ audit firm (including its affiliate firms) as auditorsÂ for more than two terms of five consecutiveÂ years. M/s. SRB & Associates, will completeÂ their present (Second) term on conclusion of thisÂ 31^stÂ Annual General Meeting. Accordingly, they willÂ complete the period of ten years at the conclusionÂ of the 31^stÂ Annual General Meeting. M/s. SRB &Â Associates was present at the last AnnualÂ General Meeting held on September 29, 2023.

For the purpose of appointment of new Auditors, The Board of Directors of the Company (âtheÂ Boardâ), at its meeting held on August 24^th, 2024Â has, considering the experience and expertiseÂ and on the basis of recommendation of theÂ Audit Committee, proposed to the Members ofÂ the Company for their approval appointment ofÂ M/s Das Pattnaik & Co., Chartered Accountants,Â (FRN: 321097E), Odisha as the Statutory AuditorsÂ of the Company in place of M/s. SRB & AssociatesÂ (Firmâs Registration No. 310009E), CharteredÂ Accountants, for a period of five consecutive yearsÂ commencing from the conclusion of ensuing ThirtyÂ First Annual General Meeting until the conclusionÂ of the Thirty-Six Annual General Meeting of theÂ Company to be held in the calendar year 2029,Â in terms of Section 139(1) of the Companies Act,Â 2013.

M/s Das Pattnaik & Co., Chartered Accountants have expressed their willingness to be appointedÂ as Statutory Auditors of the Company. They haveÂ further confirmed that their appointment, if made,Â would be within the limits specified under SectionÂ 141(3)(g) of the Companies Act, 2013 read withÂ Cos. (Audit &Auditors) Rules, 2014 including anyÂ statutory modification or re-enactment thereofÂ for the time being in force and that they are notÂ disqualified for appointment.

The Statutory Auditors have not reported any instance of fraud committed in the Company byÂ its Officers or Employees to the Audit CommitteeÂ under section 143(12) of the Companies Act,Â 2013, details of which needs to be mentioned inÂ this Report as per section 134(3) (ca) of the Act.

AUDITORSâ REPORT

The Statutory Auditors have issued an unmodified audit opinion on the Companyâs financialÂ statements for the year ended 31^stÂ March, 2024.Â Auditors did not emphasis on any matter on whichÂ directors were required to give any explanation;Â hence, no details regarding the same are to beÂ provided. all other observations made by theÂ Statutory Auditors in their report for the financialÂ year ended 31st March 2024 read with theÂ explanatory notes therein are self-explanatory andÂ therefore, do not call for any further explanation orÂ comments from the Board under Section 134(3)Â of the Companies Act, 2013. The AuditorâsÂ Report for the year under review does not containÂ any qualification, reservation, adverse remark, orÂ disclaimer.

COST AUDITORS

Pursuant to Section 148 (1) of the Companies Act, 2013 read with the Companies (Cost Records andÂ Audit), Amendment Rules 2014, your CompanyÂ is required to maintain cost records as specifiedÂ by the Central Government and accordingly suchÂ accounts and records are made and maintained.

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records andÂ Audit) Amendment Rules, 2014, the Company isÂ also required to get its cost accounting recordsÂ audited by a Cost Auditor Accordingly, the BoardÂ at its meeting held on August 24^th, 2024 has onÂ the recommendation of the Audit Committee, reappointed M/s. Ray, Nayak & Associates, PartnerÂ CMA. Chaitanya Kumar Ray, Cost Accountants,Â having office at MIG-26, Manorama Estate,Â Rasulgarh, Bhubaneswar - 751010 (Odisha),Â as the Cost Auditors of the Company to conductÂ the audit of the cost accounting records of theÂ Company for the financial year 2024-25 on aÂ remuneration of ' 55,000/- plus service tax asÂ applicable and reimbursement of actual travelÂ and out of pocket expenses.

M/s. Ray, Nayak & Associates have vast experience in the field of cost audit and have beenÂ conducting the audit of the cost records of theÂ Company for the past several years. The CostÂ Auditors have submitted a certificate of theirÂ eligibility for such re-appointment and confirmedÂ that their re-appointment is within the limits ofÂ section 141(3)(g) of the Companies Act, 2013Â and have also certified that they are free from anyÂ disqualifications specified under section 1 41 (3)Â and proviso to section 148(3) read with sectionÂ 141(4) of the Companies Act, 2013.

The remuneration is subject to the ratification of the members in terms of Section 148 read withÂ Rule 1 4 of the Companies (Audit and Auditors)Â Rules, 2014 and is accordingly placed forÂ ratification of Members and forms part of theÂ Notice of the ensuing AGM.

The Cost Audit Report for the financial year ended 31^stÂ March, 2023 was filed in XBRL mode on 06^thÂOctober, 2023.

SECRETARIAL AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the CompaniesÂ (Appointment and Remuneration of ManagerialÂ Personnel) Rules, 2014, the Company hadÂ appointed M/s. Amarendra Mohapatra &Â Associates., a firm of Company Secretaries inÂ Practice, to undertake the Secretarial Audit of theÂ Company for the FY 2023 - 24. The Report of theÂ Secretarial Audit carried out by M/s. AmarendraÂ Mohapatra & Associates is annexed herewith asÂ Annexure âEâ.

The Board at its meeting held on May 11,2024, has re-appointed M/s. Amarendra Mohapatra &Â Associates, Prop. CS. Amarendra Mohapatra, aÂ Practicing Company Secretary (CP No- 14901)Â having office at House No. 56/1, MIG II, Phase I,Â Chandrasekharpur Housing Board Colony CS. Pur,Â Bhubaneswar, Odisha - 751016, as SecretarialÂ Auditor, of the Company for F.Y. 2024-25 toÂ undertake the Secretarial Audit of the CompanyÂ Pursuant to the provisions of Section 204 of theÂ Companies Act, 2013 read with Rule 9 of theÂ Companies (Appointment and RemunerationÂ of Managerial Personnel) Rules, 201 4, andÂ Regulation 24A of SEBI (Listing Obligations andÂ Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the applicable SecretarialÂ Standards notified by the Institute of CompanyÂ Secretaries of India.

Further, The Company has also undertaken an audit for the FY 2023-24 Pursuant to SEBIÂ Circular No. CIR/CFD/CMD1/27/2019 datedÂ February 8, 2019 read with Regulation 24A of SEBIÂ (Listing Obligations and Disclosure Requirements)Â Regulations, 2015 for all applicable compliancesÂ as per the Securities and Exchange Board ofÂ India Regulations and Circular/ Guidelines issuedÂ thereunder.

The company has received Annual Secretarial Compliance Report issued by M/s. AmarendraÂ Mohapatra & Associates, Prop. CS. AmarendraÂ Mohapatra, Practicing Company Secretary forÂ the Year ended on 31^stÂ March, 2024 which wasÂ duly filed with Bombay Stock Exchange LimitedÂ within the stipulated time period. The same canÂ be accessed atÂ https://scansteels.com/wp-content/uploads/2024/06/MARCH-2024.pdf

The Annual Secretarial Compliance Report and Secretarial Audit report contains No observationÂ or qualification requiring explanation or commentsÂ or action to be taken by the Board under SectionÂ 134(3)(f)(ii) of the Companies Act, 2013.

INTERNAL AUDITORS

on the recommendation of the Audit Committee, The Board at its meeting held on May 11, 2024Â has appointed M/s. P.A. & Associates; CharteredÂ Accountants, having office at - 2^ndÂ Floor, BalajiÂ Towers, G.M. Collage Road, Sambalpur - 768001Â (Odisha), PAN No. of the Firm - AAFFP2414G, ICAIÂ Registration No. 313085E, as an Internal AuditorÂ of the Company for the financial year 2024-25.Â pursuant to Section 138 of the Companies Act,Â 2013 read with Rule No. 13 of the CompaniesÂ (Accounts) Rules, 2014.

AUDIT COMMITTEE.

Audit Committee is constituted as per Regulation 18 of the SEBI (Listing Obligations and DisclosureÂ Requirements) Regulations, 2015 read withÂ Section 1 77 of the Companies Act, 201 3.Â Composition of Audit Committee is as per SectionÂ 1 77 (8) of Companies Act, 201 3. The PrimeÂ Objective of the Committee is to monitor andÂ provide effective supervision of the ManagementÂ âs financial reporting process, to ensure accurateÂ and timely disclosures, with the highest levelsÂ of transparency, integrity and quality of financialÂ reporting and to review matters related to SEBIÂ (Prohibition of Insider Trading), Regulations, 2015.

Audit Committee, comprises Majority of Independent Directors. The Audit CommitteeÂ oversees the Companyâs financial reportingÂ process, approves related-party transactions andÂ regularly reviews financial statements, changes inÂ accounting policies and practices if any, audit plans,Â significant audit findings, adequacy of internalÂ controls, compliance with accounting standards,Â appointment of statutory auditors among others.Â Composition, Terms of reference and Details ofÂ Meeting of the Committee is explained in DetailÂ in the Corporate Governance Part of this AnnualÂ Report.

There was no recommendation as such in the Financial Year 2023-2024 from the AuditÂ Committee which was not accepted by the Board.

VIGIL MECHNISM

In pursuance of Section 177[9) of the Companies Act, 2013 and Regulation 22 readÂ with Regulation 4[2)[d)[iv) of Securities andÂ Exchange Board of India [Listing Obligations andÂ Disclosure Requirements) Regulations, 2015, aÂ Vigil Mechanism has been constituted for directorsÂ and employees to report genuine concerns and toÂ make protected disclosures about any unethicalÂ behaviour, actual or suspected fraud, or violationÂ of the Code of Conduct of the company. The auditÂ committee shall oversee the vigil mechanismÂ through the committee and provide adequateÂ safeguards against victimization of employeesÂ and directors and any other person who availed ofÂ the vigil mechanism and have direct access to theÂ chairman of the audit committee in exceptionalÂ cases. No personnel have been denied access toÂ the Audit Committee. In case of repeated frivolousÂ complaints being filed by the director or anÂ employee, the audit committee may take suitableÂ action, including reprimanding if necessary.

Further, Vigil Mechanism / Whistle Blower Policy in terms of Regulation 9A of the SEBI [ProhibitionÂ of Insider Trading), Regulations, 2015, can beÂ accessed from our website atÂ https://scansteels.Â com/policies-and-code/Â - Investor RelationsÂ Segment.

CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholders Relationship Committee According to 178 [5)Â of the Companies Act 2013 and Regulation 20Â of the SEBI [Listing Obligations and DisclosureÂ Requirements) Regulations, 2015. The SRÂ Committee is primarily responsible to review allÂ matters connected with the Companyâs transferÂ of securities and redressal of shareholdersâ /Â investorsâ / security holdersâ complaints.

Composition and Terms of Reference of the SR Committee is Detailed in Corporate GovernanceÂ Report Part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Board has set up a Nomination and Remuneration Committee In compliance withÂ Section 178 of the Companies Act, 2013 andÂ Regulation 19 of the SEBI [Listing Obligations andÂ Disclosure Requirements) Regulations, 201 5.Â This Committee is responsible for making PolicyÂ pursuant to Proviso to Section 178 [3) & [4)Â read with Rules made there under and SecuritiesÂ and Exchange Board of India [Listing ObligationsÂ and Disclosure Requirements) Regulations,Â 2015 and / or recommending to the Board,Â the remuneration package of Directors, KMP &Â other employees, including their annual incrementÂ and commission if any, after reviewing theirÂ performance and also to decide the Criteria forÂ determining appointment Qualifications, PositiveÂ attributes, and Independence of a Director.

The Details Regarding the Composition of the Committee, Meetings held and Terms Of referenceÂ etc. is Detailed in Corporate Governance ReportÂ Part of this Annual Report. And the DetailedÂ Nomination and Remuneration Policy is attachedÂ as Annexure âDâ to this Report.

CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

we understand that sustainable growth can only be achieved when our communities flourish. InÂ our pursuit of driving meaningful change, weÂ have prioritised key areas such as education,Â healthcare, Rural Development, environmentalÂ sustainability, Empower communities withÂ sustainable livelihoods and more.

In View of the above The Board has Constituted Corporate Social Responsibility Committee toÂ Comply the Section 135 of the Companies Act,Â 2013. Corporate Social Responsibility CommitteeÂ formulate and recommend to the Board, aÂ Corporate Social Responsibility Policy which shallÂ indicate a list of CSR projects or programmesÂ which a Company plans to undertake while alsoÂ recommending the amount of expenditure to beÂ incurred on each of the activities and to monitorÂ the CSR policy of the Company from time to time.Â Composition and Terms of Reference of theÂ Committee is Detailed in Corporate GovernanceÂ Report Part of this Annual Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACEÂ (PREVENTION, PROHIBITION AND REDRESSAL)Â ACT, 2013.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted aÂ policy on prevention, prohibition and redressal ofÂ sexual harassment at workplace in line with theÂ provisions of the Sexual Harassment of WomenÂ at Workplace (Prevention, Prohibition andÂ Redressal) Act, 2013 and the Rules there under.

Further, company has complied with provisions relating to the constitution of Internal ComplaintsÂ Committee under the Sexual Harassment ofÂ Women at Workplace (Prevention, ProhibitionÂ and Redressal) Act, 2013.

Your directors state that during the year under review, there were no cases filed pursuant toÂ the Sexual Harassment of Women at WorkplaceÂ (Prevention, Prohibition and Redressal) Act, 2013.

E-VOTING FACILITY AT AGM

In compliance with Section 108 of the Companies Act, 2013, Rule 20 of the CompaniesÂ (Management and Administration) Rules, 2014,Â as substituted by the Companies (ManagementÂ and Administration) Amendment Rules, 2015 andÂ Regulation 44 of the SEBI (Listing Obligations andÂ Disclosure Requirements) Regulations, 2015, theÂ company is pleased to provide members facility toÂ exercise their votes for all the resolutions detailedÂ in the Notice of the 31^stÂ Annual Report of theÂ company and the business may be transactedÂ through e-voting. The company has engaged theÂ services of Central Depository Services LimitedÂ (CDSL) as the authorized agency to provide theÂ e-voting facility.

LISTING ON STOCK EXCHANGE

The Company continues to remain listed with Bombay Stock Exchange Limited and annual listingÂ fee for the same has been paid.

DISCLOSURES

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, Thirteen Board Meeting were convened and held, Details of composition of theÂ Board and its Committees as well as details of theÂ meetings of the Board and various Committees ofÂ your Company and Directors attending the sameÂ are set out in the Corporate Governance ReportÂ which forms part of this Annual Report. The

intervening gap between the meetings was within the period prescribed under the Companies Act,Â 2013 and Regulation 17 of the Securities andÂ Exchange Board of India (Listing Obligations andÂ Disclosure Requirements) Regulations, 2015.Â The Committees of the Board usually meet theÂ day before or on the day of the Board meeting,Â or whenever the need arises for transactingÂ business.

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copiesÂ of the Annual Return of the Company preparedÂ in accordance with Section 92(1) of the Act readÂ with Rule 11 & 12 of the Companies (ManagementÂ and Administration) Rules, 2014 are placed onÂ the website of the Company and are accessibleÂ at the web-link:Â https://scansteels.com/annual-return/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no loans, made by the Company under Section 186 of the Companies Act, 2013 duringÂ the year under review also no loans were givenÂ to any firms or companies in which DirectorsÂ are interested. However, the company has madeÂ investment in quoted and unquoted securities asÂ a long-term investment following the provisions ofÂ section 186 of the Act. details of the investmentsÂ covered under the provisions of section 1 86 ofÂ the companyâs act, 2013 are given in the financialÂ statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSÂ AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgoÂ as required under Section 134 (3)(m) of theÂ Companies Act, 2013 read with Rule 8(3) of theÂ Companies (Accounts) Rules, 2014 is furnishedÂ in Annexure âFâ and is attached to this report.

PARTICULARS OF EMPLOYEES (RULE 5(2), AND 5(3)) AND MANAGERIAL REMUNERATIONÂ (RULE 5(1)) OF THE COMPANIESÂ (APPOINTMENT AND REMUNERATION OFÂ MANAGERIAL PERSONNEL) RULES, 2014,Â AND UNDER SECTION 197(12) OF THE ACT

The total number of employees as on 31st March, 2024 stood at 1752.

Disclosures pertaining to remuneration and other details as required under Section 197(12) ofÂ the Act read with Rule 5(1) 5(2) and 5 (3) of theÂ Companies (Appointment and Remuneration ofÂ Managerial Personnel) Rules, 2014, are providedÂ in the Annexure âGâ in this Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITIONÂ OF THE COMPANY WHICH HAVE OCCURREDÂ BETWEEN THE END OF THE FINANCIAL YEARÂ OF THE COMPANY TO WHICH THE FINANCIALÂ STATEMENTS RELATE AND THE DATE OF THEÂ REPORT

In term of Section 134(3)(l) of the Companies Act, 2013, no material changes and commitmentsÂ have occurred after the close of the year till theÂ date of this Report, which could affect the financialÂ position of the Company.

GENERAL

Your directors state that no disclosure or reporting is required in respect of the followingÂ items as there were no transactions on theseÂ items during the year under review:

i. Â Â Â Issue of equity shares with differential rightsÂ as to dividend, voting or otherwise.

ii. Â Â Â Issue of shares (including sweat equity shares)Â to employees of the Company under anyÂ scheme.

iii. Â Â Â Buy back of the equity shares.

iv. Â Â Â Receipt of secured/unsecured loans from itsÂ directors.

v. Â Â Â No significant or material orders were passedÂ by the Courts or Tribunals which impactÂ the going concern status and CompanyâsÂ operations in future.

vi. Â Â Â There is No Revision of Financial Statement orÂ Board Report Adopted by the Company, therebyÂ there is no Disclosures to be made by theÂ Company u/s 131 of the Companies Act, 2013Â for Voluntary Revision of Financial Statement.

vii. Â Â Â Your Company has No Holding or SubsidiaryÂ Company and thereby, Whole time Director ofÂ the Company do not receive any commissionÂ or remuneration from the same. Accordingly,Â there are no Details to be provided by theÂ Company pursuant to Section 197 (14) of theÂ Companies Act, 2013.

viii. Â Â Â Details regarding the difference in valuationÂ between a one-time settlement and valuationÂ for obtaining loans from banks or financialÂ institutions.

ix. Details of any application made or anyÂ proceeding pending under the Insolvency andÂ Bankruptcy Code, 2016 (31 of 2016) alongÂ with their status as at the end of the financialÂ year.

ACKNOWLEDGEMENTS

Your directors wish to place on record their gratitude for the valuable guidance and supportÂ rendered by the Government of India, variousÂ State Government departments, FinancialÂ Institutions, Banks and various stakeholders,Â such as, shareholders, customers and suppliers,Â among others. The Directors also commend theÂ continuing commitment and dedication of theÂ employees at all levels, which has been criticalÂ for the Companyâs success. The Directors lookÂ forward to their continued support in future.

Mar 31, 2023

The directors have pleasure in presenting the Thirtieth Annual Report of your Company together with the Audited Financial Statements for the year ended March 31,2023.

FINANCIAL HIGHLIGHTS / RESULTS

Your directors take pleasure in presenting the 30^th Annual Report on the business and operations of your Company along with the financial statements for the year ended 31 March, 2023.

(Rs. in Lacs)
Financial Results	2022-2023	2021-2022
Total Income	109,677.52	100,233.60
Profit / (Loss) before Tax	2199.90	6,585.67
Less : Tax Expenses
Current Tax	500.00	453.10
Deferred Tax (Charge)/ Credit	167.99	1,055.14
Profit After Tax	1531.90	5,077.42
Less : Prior Period Expenses	-	--
Net Profit/(Loss) for the year	1531.90	5,077.42
Add: Other Comprehensive Income	(19.14)	(8.43)
Total Comprehensive Income for the year	(19.14)	(8.43)
Surplus Brought Forward from last balance sheet	8076.42	2,999.00
Add: Earlier Year Adjustment (Tax)	-	-
Less: Adjustment for net carrying amount of tangible fixed assets	-	-
Balance at the end of the year (excluding comprehensive income)	9608.32	8,076.42

INDIAN ACCOUNTING STANDARD (IND AS)

In accordance with the notification issued by the Ministry of Corporate Affairs (MCA), your Company has complied with the new Accounting Standards, IND AS in preparation of financial statements under Indian Accounting Standards (Ind AS) prescribed under section 1 33 of the Companies Act 2013 read with rule 3 of the Companies (Indian Accounting Standards Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 with effect

from 1st April 2016. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.

Accordingly, the Company has adopted Indian Accounting Standard (âInd ASâ) with effect from 1st April 2016 with the transition date of 1st April 2015 and the financial Statements for the year ended 31st March 2023 has been prepared in accordance with Ind AS.

RESULTS OF OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

Gross Turnover including other incomes for the year 2023 was stood at '' 1096.78 Lakhs which was around 9.42 % upward side in comparison to fiscal 2022. During the year the company initiated the trading of steel products and installation of new rolling mill and achieved a trading turnover of '' 7333.24 lakhs against '' 145.66 lakhs for last fiscal 2022. Your company continues with its focus on quality and strength of its products. Your Company has initiated steps to explore new markets in addition to developing existing ones.

The Company has produced 166075.280 metric tonnes (MT) and 177956.000 MT of M S Billets & Sponge Iron respectively in FY 2022-23, the same is increased by 15.41 % & (- 10.42%) respectively in comparison to the previous year. The company has installed a new rolling mill having an installed

capacity of 38 TPH within a existing facility located at Budhakata unit, in Odisha. The company is in the growth path by utilizing the better capacity installed.

The Companyâs sustained efforts towards back-end cost control, efficiency improvement measures, supported the insulation and limited the impact on the profitability margins. The Companyâs ability to better utilisation of capacities will help derive better margins out of the businesses. The outlook of each business has been discussed in detail in the âManagement Discussion & Analysisâ which forms a part of this Annual Report.

PRODUCTION & TURNOVER / SALES

The production of steel product during the year under report, compared to the previous year is given below.

Item	Production (Qty in MT)		Turnover (Qty in MT)
	Years ended 31^st March, 2023	Years ended 31^st March, 2022	Years ended 31^st March, 2023	Years ended 31^st March, 2022
Sponge Iron	1,77,956	1,98,663	44,356	75,456
MS Ingot/ Billet	1,66,075	1,43,894	59,174	43,974
Long and Flat Products	1,01,410	1,07,715	1,01,599	1,09,469

OUTLOOK

FY 2022-23 was a year of two halves. The first half witnessed high volatility in raw material costs, especially coking coal and energy, aggravated by supply chain bottlenecks. A series of aggressive interest rates hikes by major central banks to rein in runaway inflation dampened steel demand, leading to inventory build-up and softening steel prices. However, the third and fourth quarters saw improved sentiment with easing inflation and raw material costs, coupled with the reopening of China post its stringent âZero COVIDâ policy.

India too experienced high inflation for some time. Steel spreads came under pressure due to higher coking coal and other input costs. The imposition of export duty on steel in May 2022 made Indian steel uncompetitive in global markets while cheaper steel from overseas made its way into the country, putting pricing pressure on domestic steelmakers. However, buoyant steel demand in India throughout the year provided some respite. The withdrawal of export duty in November 2022 opened up opportunities to tap the overseas markets, though global demand remained a bit subdued.

India is forecasted to become a $10 trillion economy by 2033, growing almost three times. As India accelerates its growth trajectory in its ânation buildingâ phase, steel demand is expected to see a step up. The National Steel Policy envisages Indiaâs installed crude steel capacity at 300 MTPA by 2030-31. Scan Steelâs is striving to align with this progress.

India is the second-largest producer and consumer of crude steel globally with an installed capacity of ~160 MTPA at present. To meet the growing demand, the National Steel Policy (2017) envisages the countryâs steel capacity to grow to ~300 MTPA by FY 2030-31. Further, Indiaâs per capita finished steel consumption is significantly below the global average, which suggests a buoyant demand outlook. Near-term challenges exist especially in overseas markets, the longterm growth story of Indian steel remains intact with an estimated 8-10 MnT annual incremental growth in domestic consumption.

The Indian automotive industry has evolved over the past decade to emerge as one of the fastest-growing markets in the world. With steel accounting for the majority of raw material content in vehicles and the highest safety ratings becoming a top consideration in buying decisions, demand for Advanced High-Strength Steel (AHSS) has been steadily rising in India. Further, with high-tensile strength and optimal formability, AHSS enables a low-cost solution, compared to aluminium and carbon fibre, to achieve 5-star safety ratings.

According to a NITI Aayog report, India is likely to be the worldâs manufacturing hub for low-emission steel by 2030 and pave the way for wider adoption globally. Traditional coal-based production methods such as blast furnace/basic oxygen furnace and electric arc furnace (EAF) are being replaced with technologies like DRI and gas turbine generators

The fourth industrial revolution, Industry 4.0 is underway, and the steel industry is also witnessing the increased deployment of artificial intelligence (AI), Industrial IoT, AR/VR, and machine learning, among others, into everyday practices to make manufacturing smarter, safer, and more efficient.

As we forge ahead, guided by our unwavering commitment to excellence and sustainability, we remain steadfast in our pursuit of contributing to the growth and development of the Indian economy. We will continue to embrace innovation, pursue responsible business practices, and create value for all our stakeholders.

MARKETING ARRANGEMENT

The Company has a Well-organized Marketing Department We have around very good market share in Odisha and also catering to outside states. We are in the process of expanding our market plan in India by appointment of Dealers at other major cities across India. We also directly sell to the Customers through our Marketing staffs and agents.

ENVIRONMENT

Scan Steelsâs commitment to excellence in Health, safety, and the environment is one of the companyâs core values. The company complies with the Laws and Regulations first, then goes beyond the mandate to keep our planet safe for future generations. We firmly believe that sustainable waste management practises are essential for safeguarding the planetâs future. Minimising the environmental impact of our operations assumes the utmost priority. We remain committed to reducing our environmental footprint and fostering a cleaner, greener, and more sustainable future for all.

As the world moves to a low-carbon economy, it will always remain a challenge to decouple growth from emissions in a hard-to-abate sector like ours. We are dedicated to preventing and

mitigating air pollution by enhancing the efficiency of our operations and reducing emissions. We strictly adhere to emission regulations, ensuring our emissions remain within legal limits, and continually strive to surpass these standards.

As a responsible organisation, we understand the significance of nurturing a safe and pristine environment and safeguarding the invaluable ecosystems that support us. Following a proactive approach, we have embraced innovation, adopted the best available technologies, and implemented operational changes to mitigate long-term environmental risks and promote sustainability. Further, we remain focused on reducing our emission intensities through the establishment of a robust environment management system and conscious efforts by prioritising actions such as energy transition towards renewable energy, adoption and promotion of efficiency improvements in energy consumption, process optimisation, increased use of available scraps, and supporting circularity through better resource management, Planting more and more trees, efficiently managing water resources, and minimising waste generation. Dedicated to advancing on the path of decarbonization guided by well-defined targets. We strive to be recognised for promoting sustainable practises in our industry.

CLIMATE CHANGE

Climate change is a global phenomenon with far-reaching consequences for various sectors, including steel. Rising temperatures, extreme weather events, and shifting climate patterns pose significant challenges to steel production and its environmental impact. Being part of the steel industry, we are cognizant of this. As the need to combat climate change becomes more urgent, the steel industry is facing increasing pressure to reduce its carbon footprint, adopt cleaner technologies, and embrace sustainable practises. Balancing the demand for steel with

the imperative to mitigate climate change poses a critical challenge as well as an opportunity for the future sustainability of the industry. The shift towards sustainable energy sources is a global phenomenon that is gaining momentum. It presents a major opportunity for businesses that have traditionally relied on non-renewable energy sources to rethink their energy mix and plan for the future. With the rising cost of energy and the growing demand for a better standard of living, companies must take measures to ensure they can access affordable and sustainable energy to power their operations.

As a heavy industry, steel manufacturing involves a complex series of processes that produce significant amounts of noise, dust, fumes, smoke, and odours, all of which have the potential to affect local communities. As a responsible steel maker with a decided focus on sustainability, we proactively contribute to worldwide efforts to address climate change. We have developed a strong roadmap for reducing our carbon footprints, setting well-defined targets, and measuring our progress. We are committed to reducing our carbon footprint by adopting energy-efficient technologies that minimise our overall energy consumption. In addition, we are actively working towards incorporating renewable energy sources into our energy mix. By doing so, we are not only reducing our impact on the environment but also conserving valuable resources.

RESEARCH AND DEVELOPMENT

The competitive business environment in which the Company operates makes innovation imperative for success of the business. Recognizing the need to improve, expand and innovate, the Company is concentrating efforts on research and development of alternate materials and new products.

The Company has started working on the technology roadmap that aligns with itâs vision of becoming a leader among the innovation driven

organizations. Venturing into new market areas is another focus area for research and development and accordingly, a number of new product developments have been targeted. R&D continues to help the Company in its drive to become more sustainable and more environmentally friendly.

DIVIDEND

For the F.Y 22-23 your Board of Directors has not recommended any dividend on equity shares as well as on preference shares as your company has installed a new rolling mill having 38TPH capacity towards business expansion at a cost of Rs. 3339.94 lakhs out of own fund.

PROSPECTS

In terms of Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on the Management Discussion and Analysis covering prospects is provided as a separate section in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion & Analysis as required in terms of the SEBI Listing Regulations is provided as a separate section in the Annual Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Your Company did not recommend any dividend therefore there were no such funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

TRANSFER TO RESERVE

During the financial year 2022-23, no amount has been transferred to reserve account.

CONSOLIDATED FINANCIAL STATEMENT

As per the definition in the Companies Act, 2013 (âthe Actâ) and Ind AS - 110 on Consolidated

Financial Statements read with Ind AS - 28 on Investment in Associates and Ind AS-31 Interest in Joint Venture, the company does not have any investment in the Subsidiary Company, Joint Ventures Company or any other Associates Company therefore the Consolidation of Financial Statements is not applicable.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Associates and Joint venture Companies there by; there are no details to be provided under [Rule 8 of the Companies (Accounts) Rules, 201 4]. Read with section 129 (3) of the Companies Act, 2013.during the year under review, no company has become or ceased as subsidiary, associate or joint venture companies.

FIXED DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Pursuant to Section 73, 74 & 76 Rule 8(5)(v) of Companies (Accounts) Rules, 2014. The details relating to deposits, covered under Chapter V of the Act are as follows: -

a. accepted during the year - ''Nil

b. remained unpaid or unclaimed as at the end of the year -Nil

c. whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved -

i. at the beginning of the year - Nil

ii. maximum during the year - Nil

iii. at the end of the year - Nil

There was No default in repayment of deposits or payment of interest thereon during the year by Company and accordingly No details to be provided by the Company in this regard.

The details of deposits which are not in compliance with the requirements of Chapter V of the Act -

Your Company has not accepted any deposits which are not in Compliance with the requirement of Chapter V of the Act.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there are no changes in the nature of business. The Company is continuing into the Steel Manufacturing Business.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

INTERNAL CONTROL SYSTEMS AND AUDIT OVERVIEW

The Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size and nature of its business, forms an integral part of the Companyâs corporate governance policies.

INTERNAL CONTROL

The Company has a proper and adequate system of internal control commensurate with the size and nature of its business. Internal control systems are integral to the Companyâs corporate governance policy.

Some of the significant features of internal control systems include:

â¢ Documenting of policies, guidelines, authorities and approval procedures, encompassing the Companyâs all primary functions.

â¢ Ensuring complete compliance with laws, regulations, standards and internal procedures and systems.

â¢ De-risking the Companyâs assets/resources and protecting them from any loss.

â¢ Ensuring the accounting systemâs integrity proper and authorised recording and reporting of all transactions.

â¢ Preparing and monitoring of annual budgets for all operating and service functions.

â¢ Ensuring the reliability of all financial and operational information.

â¢ Forming an Audit committee of the Board of Directors, comprising majority of Independent Directors. The Audit Committee regularly reviews audit plans, significant audit findings, adequacy of internal controls, and compliance with accounting standards and so on.

â¢ Forming a comprehensive Information Security Policy and continuous up-gradation of IT Systems.

As per the Regulation 9A - Institutional Mechanism

for Prevention of Insider trading via Notification

31.12.2018 SEBI (Prohibition of Insider Trading)

(Amendment) Regulation, 2018 below mentioned

points also included in internal controls:

a) all employees who have access to unpublished price sensitive information are identified as designated employee;

b) all the unpublished price sensitive information shall be identified and its confidentiality shall be maintained as per the requirements of these regulations;

c) adequate restrictions shall be placed on communication or procurement of unpublished price sensitive information as required by these regulations;

d) lists of all employees and other persons with whom unpublished price sensitive information is shared shall be maintained and confidentiality agreements shall be signed or notice shall be served to all such employees and persons;

e) all other relevant requirements specified under these regulations shall be complied with;

f) periodic process review to evaluate effectiveness of such internal controls.

The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliance as well as an enhanced control consciousness.

INTERNAL AUDIT

The Company has a strong internal audit department reporting to the Audit Committee comprising Directors and Independent Directors who are experts in their field. The scope of work, authority and resources of Internal Audit (IA) are regularly reviewed by the Audit Committee and its work is supported by the services of M/s. Dalaniya & Associates, the Internal Auditor of the Company.

The Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Through IA function the Board obtains the assurance it requires to ensure that risks to the business are properly identified, evaluated and managed. IA also provides assurance to the Board on the effectiveness of relevant internal controls.

Audit plan and execution

Internal Audit department has prepared a risk-based Audit Plan. The frequency of audit is decided by risk ratings of areas functions. The audit plan is carried out by the internal team. The audit plan is reviewed periodically to include areas which have assumed significant importance in line with the emerging industry trend and the aggressive growth of the Company.

In addition, the audit committee also places reliance on internal customer feedback and other external events for inclusion of areas into the audit plan.

INTERNAL FINANCIAL CONTROLS

As per Section 134 (5) (e) of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems and framework of internal financial controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. To enable them to meet these responsibilities, the Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework and whistle blower mechanism.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls. These are in turn reviewed at regular intervals.

The Company has developed a framework for designing and assessing effectiveness of internal controls over financial reporting and Financial Statements and has already laid down entity level policies and process level standard operating procedures.

plan and treasury risk management policy). The Company has also prepared Standard Operating Practices (SOP) for each of its processes of revenue to receive, procure to pay, hire to retire, finance and accounts, fixed assets, treasury, inventory, manufacturing operations, and administrative expenses.

Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and during the year, such controls were tested and no reportable material weakness in the design or operation were observed and such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during FY 2023.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

SEBI carried out amendments to the SEBI (LODR) Regulations, 2015 (SEBI Listing Regulations) vide the SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021 wherein certain amendments into force from April 1, 2022 while remaining would come into force from April 1, 2023.

Regulation 23(1) and (4) states that all RPTs with an aggregate value exceeding '' 1,000 crores or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, shall be treated as Material Related Party Transaction (MRPTs) and shall require approval of shareholders by means of an ordinary

resolution. The provisions of Regulations 23(4) requiring approval of the shareholders are not applicable for the RPTs entered into between a holding company and its wholly owned subsidiary and RPT transactions entered into between two wholly-owned subsidiaries of the listed holding company, whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.

The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an armâs length basis. The amended Regulation 2(1)(zc) of the SEBI Listing Regulations has also enhanced the definition of related party transactions which now includes a transaction involving a transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, regardless of whether a price is charged or not.

Accordingly, RPTs of the Company and RPTs of the subsidiary entities exceeding the threshold of '' 1,000 crores or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, shall require approval of the Shareholders of the Company with effect from April 1, 2022.

(Note: Company has no subsidiaries hence provisions related to subsidiary companies are not applicable.)

All contracts / arrangements / transactions entered by the Company during the financial year with related parties referred to in Section 188 (1) of the Companies Act, 2013 read with SEBI Listing Regulations were approved by Audit Committee and were in the ordinary course of business and on an armâs length basis and Detail of which is furnished in the Annexure âAâ in Form AOC-2 attached with this Report in compliance with Section 134 (3) (h) read with188 (2) of the Companies Act, 2013.

Moreover, on the recommendations of the Audit Committee, your Board time to time revised the Policy on Related Party Transactions to incorporate the regulatory amendments to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with provisions of the Companies Act, 2013.The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at https://scansteels.com/policies-and-code/- Investor Relations Segment.

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

All Related Party Transactions are placed before the Audit Committee for review and approval (read with SEBI LODR 3^rd amendment Reg. 2021). All Related Party Transactions are subjected to independent review by a reputed accounting firm

to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 201 5. Your directors draw attention of the members to Note No. 32 to the financial statement which sets out related party disclosures.

ISO 9002 CERTIFICATION

Your company is having status of ISO 9001, ISO 14001 and ISO 18001 certification, which is internationally recognized for the production, quality control and Environmental as well as OHSAS respectively.

CREDIT RATING

During the year, the rating of the company has been re-affirmed to IVR BBB /Negative Outlook (IVR Triple B Plus with Negative Outlook) for Long Term Debt and Fund Based Facilities and IVR A2 (IVR A Two) for Short Term Non-Fund based Facilities from Informerics Valuation and Rating Pvt Ltd.

The Ratings derives strength from the experienced promoters and management team, long track record and established presence in the steel making, diversified product portfolio, growth in scale of operation along with moderate capital structure and debt protection metrics.

AUTHORITY TO DETERMINE MATERIALITY OF AN EVENT AND DISCLOSURE OF THE SAME TO STOCK EXCHANGE UNDER REGUALTION 30(5) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGAULTION, 2015

event or information, in terms with the Companyâs Policy on disclosure of material event / information and archival policy to comply with the Provisions of Regulation 30 (5) of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are jointly and severally authorized to make necessary disclosure to stock exchanges regarding the same on behalf of the Company.

BRANDING INITIATIVE

The âSHRISTIIâ brand for its TMT bars is well accepted in the market in varied segments and sectors with wide customer base.

For us, the central focus of all our marketing and branding efforts is the customer. There is a strong emphasis on expanding our presence across various sectors and elevating the brandâs worth through carefully crafted marketing initiatives that aim to increase awareness and consideration. Our marketing strategy aligns seamlessly with our organisational objective of emerging as the one of the leading producer in the market, specialising in premium products that provide exceptional value to our customers.

INSURANCE

The Assets of the company are adequately insured against the loss of fire, riot, earthquake, loss of profit etc, and other risk which is considered by management, in addition to this coverage, a statutory public liability insurance policy has been taken by the company for providing coverage against the public liability arising out of industrial accidents for employees working in plants.

CUSTOMER RELATIONSHIP

Customers are valuable aspects of our business. We organise customer meetings and events from time to time to interact with our customers, recognise their needs, and hold satisfaction surveys to get their valuable feedback. We also keep in touch with them through Customer visits, phone calls, emails, and meetings. We focus

on Timely delivery, a wide range of high-quality products that meet customer requirements at Competitive pricing, and post-sales support. We emphasise areas like Easy availability through a large distribution network, Value-added products, Offerings based on solutions, Sustainable and low-carbon steel, Human rights and safety, warranties, and quality assurances.

FINANCE

During the year, the company has availed a term loan in the tune of '' 30 Lakhs from the lenders towards purchase of vehicle & equipment.

BANKERS AND CONSORTIUM ARRANGEMENT

The Company has a consortium arrangement with its bankers with State Bank of India and Punjab National Bank. The State Bank of India is the lead bank. This consortium arrangement is well defined and takes care of the companyâs credit facility requirements from time to time. The consortium meetings are held quarterly on a regular basis, and they also visit the companyâs plant from time to time as per their requirements.

SAFETY

At Scan Steel, health and safety continue to be of the utmost priority. We strive to maintain a secure, safe, and healthy environment for our workforce, partners, and the communities we serve. We have established strong safety systems that ensure the well-being of our workforce. These systems are designed to identify and mitigate risks. We constantly strive to achieve our ultimate goal of zero harm, zero major incidents, and zero injuries. With effective leadership, robust systems, and a competent workforce, we aspire to be recognised as one of the safest organisations in the coming years, where the implementation of the âhighest standards of safety leads to the greatest levels of productivity.

The company is unwavering in its policy that ââsafety of persons overrides all production targets, which

drives all employees to continuously break new ground in safety management for the benefit of the people, property, environment, and communities in which Scan Steels operates. Our dedicated measures include conducting a Risk Assessment, identifying significant environmental aspects of all manufacturing plants, and signing a commitment to Responsible care.

The greatest emphasis is given to safety measures aimed at minimising accidents and incidents. With this backdrop, the overall safety performance of the Company improved, and the Company reported no fatalities during the year. Good safety performance is being rewarded.

CYBER SECURITY

For us, cybersecurity is a top priority. As we embed digitalization into our operations, our business is more susceptible to cyber threats. We have meticulously devised ways through which we can protect our business and our stakeholders through various vulnerability and breach assessments, keeping ourselves updated as per industry best practises. This is overseen by the Risk Management Board Committee.

HUMAN RESOURCE DEVELOPMENT AND PERSONNEL

The Companyâs Human Resources (HR) management practices ensure fair and reasonable process that are compliant with regulatory and governance requirements. Processes that endured the uncertainty of the last two-Three years and utilised it as a competitive advantage to enable continuous progress. The company has been given much emphasis on Human Resources Development and thus has been well recognized in the steel industrial for sound Human Resources Management.

Safety, diversity, inclusion, and overall employee growth are the important values of the organisational culture. Over a period of time, we

have built and nurtured a dedicated and excellent workforce and also recruiting new people in order to meet the revival plans of the company. The Company has emerged as a true national firm with cosmopolitan atmosphere.

The companyâs HR polices and remuneration practices aim to attract and retain top talent, thus supporting the Companyâs long-term strategy and driving a sustainable performance. Finding, retaining and developing the right talent has always been a core strategy in order to maintain high-productivity and a value-driven organisational culture. We also believe in Women Empowerment and encourage women employees to come forward and take a lead. The HR policy is well aligned to effectively suit its expanding business horizons and future manpower requirement.

We continued to focus on building, nurturing and retaining a talented workforce during the year. This has been achieved by continuously stressing upon training & development, empowerment and aids them with tools that help in continuously learning and the development of new skills and creating a compelling work environment and maintaining well-structured reward & recognition mechanism. Company is committed to the welfare of its people and their families and to improve the quality of their life by providing the required facilities. During the year under the review, industrial relations at all units of the Company continued to be cordial and peaceful.

CORPORATE SOCIAL RESPONSIBILITY

growth. In structuring its efforts to the various aspects of Corporate Social Responsibilities, the Company takes in to account guidelines and statements issued by stakeholders and other regulatory bodies.

The management has adopted corporate social responsibility (CSR) well at par with its business, with the objective of creating wealth in the community with focus on education, health, animal welfare, water and society. Social welfare, community development, economic and environmental responsibilities are at the core of the CSR of the Company.

The Corporate Social Responsibility Committee (CSR Committee) Composition and Terms of reference of which is detailed in the Corporate Governance Part of this Annual Report, has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

The Company has identified Following focus areas of engagement:

â¢ Rural Transformation: Creating sustainable livelihood solutions, Infrastructure support for rural development, addressing poverty.

â¢ Animal Welfare: Aim to address material issues for each livestock industry. disease prevention and veterinary treatment, appropriate shelter, management, nutrition, humane handling, and humane Slaughter.

â¢ Health: Affordable solutions for healthcare through improved access, awareness and health seeking behaviour. Eradicating hunger, poverty and malnutrition, promoting preventive health care and making available safe drinking water.

â¢ Education: Access to quality education, promoting education including special education to poor children in rural area. Improving literacy amongst the children, women, elderly and the differently abled, training and skill enhancement, career guidance, Specially in Nearby Villages where the Plants of the Company Located.

â¢ Environment: Environmental sustainability, ecological balance, conservation of natural resources.

â¢ Water: The Company makes affordable solution for water crises in the local area.

The Company would also undertake other need-based initiatives in compliance with Schedule VII to the Act as amended.

The CSR activities are monitored by internal / CSR Committee. As per the CSR policy, progress of the CSR activities is reviewed periodically or as and when needed by the Board-level CSR Committee, as well as by the management at the sites. Also, The Company through its Board and the CSR Committee follows a comprehensive approach to deliver socially inclusive and holistic interventions that help create equitable opportunities for the underprivileged and contribute to nation building.

The disclosures required to be made as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 or Details of CSR expenditure spent During the financial year 2022-23 by the Company is annexed to this report as Annexure âBâ.

Pursuant to the Companies (Corporate Social Responsibilities Policy) Amendment Rules, 2021, Company has adopted a revised CSR policy in line with the above amendment. The policy has been approved by the Companyâs Board of Directors and the same is available on the website of the Company at https://scansteels.com/wp-content/uploads/2023/06/CSR-POLICIES.pdf

RISK MANAGEMENT

The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans. Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has constituted a sub-committee of Directors to oversee Enterprise Risk Management Framework to ensure execution of decided strategies with focus on action and monitoring risks arising out of unintended consequences of decisions or actions and related to performance, operations, compliance, incidents, processes, systems and transactions are managed appropriately.

The Audit Committee has additional oversight in the area of financial risks, controls and Internal Audit reviews. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

The Companyâs risk intelligent culture enabled it to manage the uncertainties in an unprecedented business environment during the year under review. âScenario-based risk assessmentâ is facilitated across the company in any uncertain circumstances. Further, business decisions were pivoted to achieve cash neutrality in operations by reducing spend, managing working capital and reducing capital expenditures.

Implementation of focussed risk mitigation strategies along with improvement in the domestic macro environment has improved the Companyâs risk profile in the financial year 2022-23. Despite the challenges posed by the competitive environment, the company has tried to maintain its liquidity position and has adequate resources to service the debt.

The Company continues to be vigilant specifically after pandemic situation to proactively manage risks, as they emerge in financial year 202324. Health and safety of employees and the communities in the vicinity of our operations, continues to be the top-most priority for the Company, whilst simultaneously ensuring continuity of our business operations.

The Company had developed and Implemented a Risk Management Policy which was reviewed and approved by the Committee and Board, which can be accessed on the website of the Company at https://scansteels.com/wp-content/

uploads/2022/08/RISK-MANAGEMENT-POLICY..pdf Investor Relations Segment.

CORPORATE GOVERNANCE

Transparency is the cornerstone of your Companyâs philosophy and all requirements of Corporate Governance are adhered to both in letter and spirit. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Companyâs operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company. All the Committees of the Board of Directors meets at regular intervals as required in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Companies Act. 2013. Your Board of Directors has taken all necessary steps to ensure compliance with all statutory requirements. The Directors and Key Management Personnel of your Company have complied with the approved

âCode of Ethics for Board of Directors and Senior Executivesâ of the Company.

The Report on Corporate Governance as required under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The Auditorsâ Certificate on compliance with Corporate Governance requirements is also attached to Directors Report as Annexure âHâ. Further as required under Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a certificate from the Whole- Time Director & CFO is being annexed with this Annual Report.

SHARE CAPITALISSUED/SUBSCRIBED/PAID UP CAPITAL

The authorized share capital of the Company is '' 70,00,00,000/- (Rupees Seventy Crores only) divided into 5,50,00,000 (Five Crore Fifty Lacs) equity shares of '' 10/- (Rupees Ten) each and 1,50,00,000 (One Crore Fifty Lacs only) Noncumulative Redeemable Preference Share of '' 10/- (Rupees Ten) each.

The paid-up equity share capital as on March 31, 2023 and as on date is '' 52,35,22,950 (Fifty Two Crore Thirty Five Lakhs Twenty Two Thousand Nine Fifty) divided into 5,23,52,295 (Five Crore Twenty Three Lakhs Fifty Two Thousand Two Hundred Ninety Five) fully paid up Equity Shares of '' 10/-(Rupees Ten Only) each and the preference share capital is '' 12,84,96,050/- (Twelve Crore Eighty Four Lacs Ninety Six Thousand Fifty) divided into 1,28,49,605 (One crore Twenty Eight Lacs Forty Nine Thousand Six Hundred Five only) fully paid up NCRPS of '' 10/- (Rupees Ten) each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

â¢ In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Praveen Kumar Patro (DIN: 02469361), retires by rotation at the forthcoming Annual

General Meeting and being eligible, offers himself for re-appointment.

Mr. Praveen Patro is not related to any of the Directors of the Company. Brief resume and nature of his expertise in specific functional areas are provided in Corporate Governance Report. Names of companies in which he holds directorships and memberships/ chairmanships of Board Committees and his shareholding and other information of the concerned director(s), in terms of the Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Secretarial Standard on General Meetings (âSS-2â) is provided under the explanatory statement as an annexure in the notice convening the forthcoming Annual General Meeting.

Suitable resolution(s) for appointment / reappointment of Director(s), as referred above, will be placed for approval of the members in the forthcoming Annual General Meeting, The Board of Directors recommends his re-appointment.

â¢ During the year under review (2022-2023) (at the 29^th Annual General Meeting of the Company) Mr. Praveen Kumar Patro (DIN: 02469361) was appointed as an Executive Director of the Company designated as Director - Project, for a second term of 5 (five) consecutive years with effect from 30^th May 2023 to 29^th May 2028

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, read with Amendment Rules from time to time, all Independent Directors of the Company have enrolled themselves on the Independent Directors Databank and have cleared the online proficiency self-assessment test within the specified timeline unless exempted under the aforesaid Rules.

None of the Directors are disqualified under Section 164[2) of the Companies Act, 2013. During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company. Further, there were no changes in the Key Managerial Personnel of the Company during the year under review.

The following policies of the Company are attached herewith marked as ANNEXURE âCâ and ANNEXURE âDâ: a) Policy for selection of Directors and determining Directorâs independence; and b) Nomination and Remuneration Policy.

KEY MANAGERIAL PERSONNEL

2013 read with Companies [Appointment and Remuneration of Managerial Personnel) Rules,

2014 read with SEBI [LODR) Regulations, 2015. During the year under review, there has been no change in Key Managerial Personnel.

Companyâs policy of appointment and remuneration for directors, KMP and other employees including criteria for determining qualifications, positive attributes, directorâs independence (read with Sections 178 (1) (3) (4))

include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.

The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As at March 31, 2023 the Board of Directors comprises 6 Directors, of which 4 are non-executive, including one women director. The number of Independent Directors is 3, which is one half of the total number of Directors.

The Companyâs Policy relating to appointment of Directors, payment of Managerial remuneration, Directorsâ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178[3) of the Companies Act, 201 3 is furnished in Annexure âCâ and is attached to this report.

Further, Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees is furnished in Annexure âDâ and is attached to this report. During the year under review, there were no substantive changes in the Policy except to align the Policy with amendments made to applicable laws.

Declaration by Independent Director(s)

As required under section 149[7) of the Companies Act, 2013, The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence and / or to qualify themselves to be appointed as an Independent Directors as prescribed both under Section 149 [6) of the Companies Actâ 2013 and Regulation 16[1) [b) read with Regulation 25 of the SEBI [Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board considered the

independence of each of the Independent Directors in terms of the above provisions and is of the view that they fulfill/meet the criteria of independence. The declarations are put up on the website of the Company at https://scansteels.com/wp-content/uploads/2023/05/DECLARATION-BY-ID-1496.pdf - Investor Relations Segment.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 201 4, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Familliarisation Programme for Independent Directors.

All New Independent Directors (IDs) whenever inducted into the Board are given an orientation. Presentations are made by Executive Directors (EDs) and Senior Management giving an overview of our operations, to familiarize the new IDs with the Companyâs business operations. The new IDs are given an orientation on our products, group structure, Board constitution and Procedures, matters reserved for the Board, and our major risks and risk management strategy. Visits to Plant and Factory locations are organized for the IDs to enable them to understand the business better.

latest amendments in Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other Laws related to Company. Details of Same are put up on the website of the Company at https://scansteels. com/wp-content/uploads/2023/06/DETAILS-OF-FAMILIARISATION-PROGRAMMES.pdf -

Investor Relations Segment.

Separate Independent Director Meeting

In term of requirements of Schedule IV of the Companies Act, 201 3 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the independent directors (âAnnual ID meetingâ) was convened on 31^st January, 2023 and All the Independent Directors were present at the said Meeting.

The Independent Directors at the meeting reviewed the following:

a. Performance of Non-Independent Directors and the Board as a whole;

b. Performance of the Chairman of the Company,

taking into account the views of Executive Directors and Non-Executive Directors; and

c. 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.

Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson of the Nomination Remuneration Committee with the Board covering performance of the Board as a whole, performance of the non-independent directors and performance of the Board Chairman. In addition to formal meetings, interactions outside the Board meetings also take place between the Chairman and Independent Directors.

BOARD ANNUAL EVALUATION

Pursuant to Regulation 17(10) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and in compliance with the Section 134(3) (p) Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The Board carried out an annual performance evaluation of its own performance, the individual Directors, as well as the evaluation of the working of the Committees of the Board pursuant to the provisions of the Act and SEBI Listing Regulations. The performance evaluation of the Chairman, Whole- Time Director and the Non- Independent Directors was carried out by Independent Directors. The performance evaluation of the Independent Directors was carried out by the entire Board in compliance with the Companies Act, 2013. The performance evaluation of all the Directors/ its committees and / or Board as a whole was also carried out by the Nomination and Remuneration Committee and NRC also review its implementation and compliance. Details of the same are given in the Report on Corporate Governance annexed hereto.

The Chairman of the Board had one-on-one meetings with the IDs. The Chairperson of the Nomination and Remuneration Committee (NRC) held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as on each of the other Directors. These meetings were intended to obtain Directorsâ inputs on effectiveness of the Board/ Committee processes.

While evaluating the performance and effectiveness of the Board, various aspects of the Boardâs functioning such as adequacy of the composition and structure and quality of the Board,

time devoted by the Board to Companyâs longterm strategic issues, quality and transparency of Board discussions, execution and performance of specific duties, obligations and governance and effectiveness of board processes, information and functioning were taken into consideration. Committee performance was evaluated by the Board on the basis of their effectiveness in carrying out respective mandates, and after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc..

A separate exercise was carried out to evaluate the performance of Independent Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution to Board deliberations, independence of judgment, safeguarding the interest of the Company and focus on creation of shareholders value, ability to guide the Company in key matters, attendance at meetings, etc. The Executive Directors were evaluated on parameters such as strategy implementation, leadership skills, quality, quantity and timeliness of the information flow to the Board, etc.

The Board considered and discussed the inputs received from the Directors. Further, the IDs at their meeting reviewed the performance of nonIndependent Directors, Board as a whole and Chairman of the Board after taking into account views of Executive Directors and Non-Executive Directors.

The Directors expressed their satisfaction with the evaluation process.

The evaluation process endorsed the Board Membersâ confidence in the ethical standards of the Company, the resilience of the Board and Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic

information to enable the Board Members to discharge their responsibilities.

The Detailed Policy on Performance Evaluation of Independent Directors, Board, Committees and other individual Directors can be accessed from the website of the Company at https://scansteels. com/wp-content/uploads/2 016/06/ PERFORMANCE-EVALUATION-POLICY-FOR-BOD. pdf - Investor Relations Segment.

MANAGERIAL REMUNERATION:

Based on the recommendations of the NRC, the Board has approved the Remuneration Policy for Directors, Key Managerial Personnel (KMPsâ) and all other employees of the Company. As part of the policy, the Company strives to ensure that:

â¢ the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

â¢ relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and

â¢ remuneration to Directors, KMPs and Senior Management involves a balance between fixed and incentive pay, reflecting short, medium and long-term performance objectives appropriate to the working of the Company and its goals.

The following disclosures have been mentioned in detail under the heading âCorporate Governanceâ, part of this Annual Report: â

(i) all elements of remuneration package such as salary, benefits, etc., of all the directors;

(ii) details of fixed component and performance linked incentives along with the performance criteria;

(iii) service contracts, notice period, severance fees;

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as

the period over which accrued and over which exercisable.

CODE OF INDEPENDENT DIRECTORS -SCHEDULE - IV

The Board has considered Code of Independent Directors as prescribed in Schedule IV of the Companies Act, 2013. The code is a guide to professional conduct for independent directorsâ adherence to these standards by independent directors and fulfillment of their responsibility in a professional and faithful manner will promote confidence of the investment community and regulators.

The broad items for code for independent directors are:

(i) Guidelines for Professional conduct.

(ii) Role and Functions.

(iii) Duties

(iv) Manner and process of appointment.

(v) Re-appointment on the basis of report of performance evaluation.

(vi) Resignation or Removal.

(vii) At least one Separate meeting of Independent Directors in a year without attendance of non independent directors or members of management.

(viii) Evaluation mechanism of Independent Directors by entire Board of Directors.

The Detailed Code of Conduct of Independent Directors of the Company and Code of Conduct for Board of Directors and Senior Management of the Company can be accessed on the website of the Company at www.scansteels.com - Investor Relations Segment.

BOARD DIVERSITY

Board diversity is the breadth of perspective, not the mere of various diverse traits that will benefit the organization. The Company believes

that a diverse Board will enhance the quality of the decision made by the Board by utilizing the different thoughts, perspectives, skills, qualifications, experience, knowledge, region and industry experience, cultural and geographical background, age, ethnicity, race, and gender, etc. of the Board members necessary for achieving sustainable and balanced development. The Board Diversity Policy has been adopted by the Company and sets out its approach to diversity. The Board Diversity Policy is available on the website of the Company viz. https://scansteels. com/wp-content/uploads/2022/12/POLICY-ON-BOARD-DIVERSITY.pdf

SCAN STEELSâS CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company. As well as the consequences of violation. The Policies/Code has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company Securities.

Vigil Mechanism / Whistle Blower Policy in terms of Regulation 9A of the SEBI (Prohibition of Insider Trading), Regulations, 2015 is available on our website at https://scansteels.com/ssl-policies/ - Investor Relations Segment.

COMPLIANCE WITH CODE OF ETHICS FOR BOARD OF DIRECTORS AND SENIOR EXECUTIVES

All Directors and Senior Management Personnel have affirmed Compliance with the Code of Ethics for Board of Directors and Senior Executives. A Declaration to that effect is attached with The Corporate Governance Report.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Directorsâ Responsibility Statement Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory, cost, and secretarial auditors and including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during financial year 202223.

Accordingly, Pursuant to the requirements under section 134(3)(c) and 134(5) of the Companies Act, 2013, your directors hereby state and confirm that â

a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with

requirements set out under Schedule III to the Act (as amended from time to time) have been followed and there are no material departures from the same;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2023 and of the profit and loss of the company for the year ended on that date;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORâS REPORTSTATUTORY AUDITORS

At the Companyâs 21^st AGM held on 30.12.2014, M/s. SRB & Associates (Firmâs Registration No. 310009E), Chartered Accountants, Bhubaneswar, were appointed as the Statutory Auditors of the Company for a term of 5 years to hold office from the conclusion of the 21^st Annual General Meeting until the conclusion of the 26^th Annual General Meeting of the Company.

The Board of Directors at its meeting held on 30^th May, 2019 had recommended the re-appointment of M/s. SRB & Associates, Chartered Accountants, Bhubaneswar, for the Second Term and they were re-appointed with Memberâs approval soughed at the 26^th AGM for the second term of 5 (five) consecutive financial years i.e., up to 2023-24. And CA K P Swain, CP No 306323, Chartered Accountant has been authorized as an auditor on behalf of the firm to conduct the audit as per the Act.

In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors.

Statutory Auditors continue to satisfy the criteria provided in section 141 of the Companies Act, 13 read with Cos. (Audit &Auditors) Rules, 2014 including any statutory modification or reenactment thereof for the time being in force.

No frauds have been reported by the Auditors under Section 143 (12) of the Companies Act, 2013 requiring disclosure in the Board Report as per section 134(3)(ca) of the Act..

AUDITORSâ REPORT

Auditors did not emphasis on any matter on which directors were required to give any explanation; hence, no details regarding the same are to be provided. all other observations made by the Statutory Auditors in their report for the financial year ended 31 st March 2023 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Auditorâs Report for the year under review does not contain any qualification, reservation, adverse remark, or disclaimer.

COST AUDITORS

Pursuant to Section 148 [1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, your Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained.

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is also required to get its cost accounting records audited by a Cost Auditor Accordingly, the Board at its meeting held on May 13, 2023 has on the recommendation of the Audit Committee, reappointed M/s. Ray, Nayak & Associates, Partner CMA. Chaitanya Kumar Ray, Cost Accountants, having office at MIG-26, Manorama Estate, Rasulgarh, Bhubaneswar - 751010 [Odisha), as the Cost Auditors of the Company to conduct the audit of the cost accounting records of the Company for the financial year 2023-24 on a remuneration of '' 55,000/- plus service tax as applicable and reimbursement of actual travel and out of pocket expenses.

M/s. Ray, Nayak & Associates have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

The remuneration is subject to the ratification of the members in terms of Section 148 read with Rule 14 of the Companies [Audit and Auditors) Rules, 201 4 and is accordingly placed for your ratification.

The Cost Audit Report for the financial year ended 31^st March, 2022 was filed in XBRL mode on 22^ndSeptember, 2022.

SECRETARIAL AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies

[Appointment and Remuneration of Managerial Personnel) Rules, 201 4, the Company had appointed M/s. Amarendra Mohapatra & Associates., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the FY 2022 - 23. The Report of the Secretarial Audit carried out by M/s. Amarendra Mohapatra & Associates is annexed herewith as Annexure âEâ.

The Board at its meeting held on May 13, 2023, has re-appointed M/s. Amarendra Mohapatra & Associates, Prop. CS. Amarendra Mohapatra, a Practicing Company Secretary [CP No- 14901) having office at House No. 56/1, MIG II, Phase I, Chandrasekharpur Housing Board Colony CS. Pur, Bhubaneswar, Odisha - 751016, as Secretarial Auditor, of the Company for F.Y. 2023-24 to undertake the Secretarial Audit of the Company Pursuant to the provisions of Section 204 of the Companies Act, 201 3 read with Rule 9 of the Companies [Appointment and Remuneration of Managerial Personnel) Rules, 201 4, and Regulation 24A of SEBI [Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India.

Further, The Company has also undertaken an audit for the FY 2022- 23 Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/201 9 dated February 8, 2019 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circular/ Guidelines issued thereunder.

same can be accessed at https://scansteels. com/wp-content/uploads/2023/05/ MARCH-2023.pdf

The Annual Secretarial Compliance Report and Secretarial Audit report contains No observation or qualification requiring explanation or comments or action to be taken by the Board under Section 134(3)(f)(ii) of the Companies Act, 2013.

INTERNAL AUDITORS

on the recommendation of the Audit Committee, The Board at its meeting held on 25^th August, 2023 has appointed M/s. P.A. & Associates; Chartered Accountants, having office at - 2^nd Floor, Balaji Towers, G.M. Collage Road, Sambalpur - 768001 (Odisha), PAN No. of the Firm - AAFFP2414G, ICAI Registration No. 313085E, as an Internal Auditor of the Company for the financial year 2023-24. pursuant to Section 138 of the Companies Act, 2013 read with Rule No. 13 of the Companies (Accounts) Rules, 2014.

AUDIT COMMITTEE.

Audit Committee is constituted as per Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013. Composition of Audit Committee is as per Section 177 (8) of Companies Act, 2013. The Prime Objective of the Committee is to monitor and provide effective supervision of the Management âs financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting and to review matters related to SEBI (Prohibition of Insider Trading), Regulations, 2015.

Audit Committee, comprises Majority of Independent Directors. The Audit Committee oversees the Companyâs financial reporting process, approves related-party transactions and regularly reviews financial statements, changes in accounting policies and practices if any, audit plans, significant audit findings, adequacy of internal

controls, compliance with accounting standards, appointment of statutory auditors among others. Composition, Terms of reference and Details of Meeting of the Committee is explained in Detail in the Corporate Governance Part of this Annual Report.

There was no recommendation as such in the Financial Year 2022-2023 from the Audit Committee which was not accepted by the Board.

VIGIL MECHNISM

In pursuance of Section 177(9) of the Companies Act, 2013 and Regulation 22 read with Regulation 4(2)(d)(iv) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Vigil Mechanism has been Constituted for directors and employees to report genuine concerns and Audit committee shall oversee the vigil mechanism through the committee and provide adequate safeguards against victimization of employees and directors who availed of the vigil mechanism and have a direct access to the chairman of the audit committee in exceptional case. In case of repeated frivolous complaints being filed by the director or an employee the audit committee may take suitable action including reprimand if necessary.

Further, Vigil Mechanism / Whistle Blower Policy in terms of Regulation 9A of the SEBI (Prohibition of Insider Trading), Regulations, 2015, can be accessed from our website at https://scansteels. com/wp-content/uploads/2023/01/SCAN-STEELS-LIMITED-WB-OR-VM-POLICY.pdf - Investor Relations Segment.

CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Committee is primarily responsible to review all matters connected with the Companyâs transfer of securities and redressal of shareholdersâ / investorsâ / security holdersâ complaints.

Composition and Terms of Reference of the SR Committee is Detailed in Corporate Governance Report Part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Board has set up a Nomination and Remuneration Committee In compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Committee is responsible for making Policy pursuant to Proviso to Section 178 (3) & (4) read with Rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and / or recommending to the Board, the remuneration package of Directors, KMP & other employees, including their annual increment and commission if any, after reviewing their performance and also to decide the Criteria for determining appointment Qualifications, Positive attributes, and Independence of a Director.

The Details Regarding the Composition of the Committee, Meetings held and Terms Of reference etc.. is Detailed in Corporate Governance Report Part of this Annual Report. And the Detailed Nomination and Remuneration Policy is attached as Annexure âDâ to this Report.

CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

we understand that sustainable growth can only be achieved when our communities flourish. In our pursuit of driving meaningful change, we have prioritised key areas such as education, healthcare, Rural Infrastructural Development environmental sustainability, Empower communities with sustainable livelihoods and more.

In View of the above The Board has Constituted Corporate Social Responsibility Committee to Comply the Section 1 35 of the Companies Act, 2013. Corporate Social Responsibility Committee formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate a list of CSR projects or programmes which a Company plans to undertake while also recommending the amount of expenditure to be incurred on each of the activities and to monitor the CSR policy of the Company from time to time. Composition and Terms of Reference of the Committee is Detailed in Corporate Governance Report Part of this Annual Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

Further, company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

E-VOTING FACILITY AT AGM

Disclosure Requirements) Regulations, 2015, the company is pleased to provide members facility to exercise their votes for all the resolutions detailed in the Notice of the 30^th Annual Report of the company and the business may be transacted through e-voting. The company has engaged the services of Central Depository Services Limited (CDSL) as the authorized agency to provide the e-voting facility.

LISTING ON STOCK EXCHANGE

The Company continues to remain listed with Bombay Stock Exchange Limited and annual listing fee for the same has been paid.

DISCLOSURESNUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, Twelve Board Meeting were convened and held, details of the meetings of the Board and various Committees of your Company are set out in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 & 12 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and are accessible at the web-link: https://scansteels.com/wp-content/ uploads/2023/07/MARCH-2023-1.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no loans, made by the Company under Section 186 of the Companies Act, 2013 during the year under review also no loans were given to any firms or companies in which Directors are interested. However, the company has made investment in quoted securities as a long-term investment and the details of the investments covered under the provisions of section 1 86 of the companyâs act, 2013 are given in the financial statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure âFâ and is attached to this report.

PARTICULARS OF EMPLOYEES (RULE 5(2), AND 5(3)) AND MANAGERIAL REMUNERATION (RULE 5(1)) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014, AND UNDER SECTION 197(12) OF THE ACT

The total number of employees as on 31st March, 2023 stood at 2002.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in the Annexure âGâ in this Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT

In term of Section 134[3)[l) of the Companies Act, 2013, no material changes and commitments have occurred after the close of the year till the date of this Report, which could affect the financial position of the Company.

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iii. No significant or material orders were passed by the Courts or Tribunals which impact the going concern status and Companyâs operations in future.

iv. There is No Revision of Financial Statement or Board Report Adopted by the Company, thereby there is no Disclosures to be made by the Company u/s 131 of the Companies Act, 2013 for Voluntary Revision of Financial Statement.

v. Your Company has No Holding or Subsidiary Company and thereby, Whole time Director of the Company do not receive any commission or remuneration from the same. Accordingly, there are no Details to be provided by the Company pursuant to Section 197 [14) of the Companies Act, 2013.

ACKNOWLEDGEMENTS

Your directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Companyâs success. The Directors look forward to their continued support in future.

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Fifth Annual Report of your Company together with the Audited Financial Statements for the year ended March 31, 2018.

FINANCIAL HIGHLIGHTS / RESULTS

The Directors take pleasure in presenting the 25th Annual Report on the business and operations of your Company along with the financial statements for the year ended 31 March, 2018.

(Rs. In Lacs)

	2017-2018	2016-2017
Gross Turnover and other Income	51,973.51	42,024.03
Profit / [Loss] before Tax	549.20	[1,493.34]
Less : Tax Expenses
Current Tax	132.94	-
Deferred Tax [Charge]/ Credit	613.05	[3,12.77]
Profit After Tax	[196.78]	[1,180.57]
Less : Prior Period Expenses	-	-
Net Profit/[Loss] for the year	[196.78]	[1,180.57]
Add: Other Comprehensive Income	[18.32]	13.96
Total Comprehensive Income for the year	[215.10]	[1166.61]
Surplus Brought Forward from last balance sheet	[575.23]	600.21
Add: Earlier Year Adjustment [Tax]	-	5.13
Less: Adjustment for net carrying amount of tangible fixed assets	-	-
Balance at the end of the year [excluding comprehensive income]	[772.01]	[575.23]

INDIAN ACCOUNTING STANDARD (IND AS)

In accordance with the notification issued by the Ministry of Corporate Affairs [MCA], your Company has complied with the new Accounting Standards, IND AS in preparation of financial statements under Indian Accounting Standards [Ind AS] prescribed under section 133 of the Companies Act 2013 read with rule 3 of the Companies [Indian Accounting Standards Rules, 2015 and Companies [Indian Accounting Standards] Amendment Rules, 2016 with effect from 1st April 2016. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013, read with rule 7 of Companies [Accounts] Rules, 2014.

Accordingly the Company has adopted Indian Accounting Standard [âInd ASâ] with effect from 1st April 2016 with the transition date of 1st April 2015 and the financial Statements for the year ended 31st March 2018 has been prepared in accordance with Ind AS.

RESULTS OF OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

The gross turnover from manufacturing operation and including of other income , the company has achieved Rs.51,973.51 Lacs which is incremental income of Rs.42,024.03 Lacs as compared to corresponding period of last fiscal . There is an enhancement of about 24% in gross sales and other income due to incremental quantity movement as compared to last fiscal. The net Loss after tax was Rs.1.96 crore as compared to previous year loss of Rs.11.81 crores. The reason of Loss is unprecedented movement in realization price of the finished product of the company.

The Company produced 68957.080 tonnes [MT] of TMT Rods in FY 2017-18, increased by 10.25% in compare to the previous year and sold 69281.020MT, increased by 6.72% in compare to previous year.

The Companyâs sustained efforts towards backend cost control, new product launches and efficiency improvement measures, supported the insulation and limited the impact on the profitability margins. The Companyâs ability to better utilise capacities and product range will help derive better margins out of the businesses. The outlook of each business has been discussed in detail in the âManagement Discussion & Analysisâ which forms a part of this Annual Report.

PRODUCTION & TURNOVER / SALES

The production of steel product during the year under report, compared to the previous year is given below.

Item	Production	(Qty in MT)	Turnover (Qty in MT)
	Years ended	Years ended	Years ended	Years ended
	31st March, 2018	31st March, 2017	31st March, 2018	31st March, 2017
Sponge Iron	151785.000	148179.120	86436.580	105152.170
MS Ingot/ Billet	76395.000	68767.000	17379.440	7865.760
Long and Flat Products	68957.080	62542.000	69281.020	64919.270

OUTLOOK

The outlook for its margins and profitability for this business depends on overall economic outlook. This company is likely to benefit most from an upturn in the business cycle, given its scale of operations and its competitive cost positions. Today, it is truly a market-driven company, making innovative changes and technological improvements, leaving no stone, unturned in fulfilling dreams of its founding fathers, tuning every activity to meet the subtle demands of its customers.

MARKETING ARRANGEMENT

The Company has a Well-organized Marketing Department We have around very good market share in Odisha and also catering to outside states. We are in the process expanding our market plan in India by appointment of Dealers at other major cities across India. We also directly sell to the Customers through our Marketing staffs and agents.

ENVIRONMENT

The Company aims to be the benchmark for environmental stewardship in Steel Industry by focusing on climate change mitigation and reducing its resource footprint. Given the nature of the business and the industry that we operate in, the Company recognises its impact on the environment and is conscious of its duty towards safeguarding the environment. The Company is committed to responsible use and protection of the natural environment through conservation and sustainable practices. The Company focuses on operational excellence aimed at resource efficiency through a âPrevent, Minimise, Recover, Reuse and Recycleâ hierarchical approach to reducing its ecological footprint.

RESEARCH AND DEVELOPMENT

The Company has started working on the technology roadmap that aligns with itâs vision of becoming a leader among the innovation driven organizations. Venturing into new market areas is another focus area for research and development and accordingly, a number of new product developments have been targeted.

DIVIDEND

In view of the losses incurred during the FY 2017-18, your Board of Directors has not recommended any dividend on equity shares as well as on preference shares.

PROSPECTS

In terms of Regulation 34[2][e] of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015, a report on the Management Discussion and Analysis covering prospects is provided as a separate section in the Annual Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Your Company did not recommend any dividend therefore there were no such funds which were required to be transferred to Investor Education and Protection Fund [IEPF].

TRANSFER TO RESERVE

During the financial year 2017-18, no amount has been transferred to reserve account. There is a loss of Rs. [772.02] Lacs in retained earning accounts is to be carried forward to next year.

CONSOLIDATED FINANCIAL STATEMENT

As per the definition in the Companies Act, 2013 [âthe Actâ] and Ind AS - 110 on Consolidated Financial Statements read with Ind AS - 28 on Investment in Associates and Ind AS-31 Interest in Joint Venture, the company does not have any investment in the Subsidiary Company, Joint Ventures Company or any other Associates

Company therefore the Consolidation of Financial Statements is not applicable.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Associates and Joint venture Companies there by; there are no details to be provided under [Rule 8 of the Companies [Accounts] Rules, 2014]. Read with section 129 [3] of the Companies Act, 2013.during the year under review, no company has become or ceased as subsidiary, associate or joint venture companies.

FIXED DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Pursuant to Section 73, 74 & 76 Rule 8[5][v] of Companies [Accounts] Rules, 2014. The details relating to deposits, covered under Chapter V of the Act are as follows:-

a. accepted during the year - ''Nil

b. remained unpaid or unclaimed as at the end of the year -Nil

c. whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved -

i. at the beginning of the year - Nil

ii. maximum during the year - Nil

iii. at the end of the year - Nil

There was No default in repayment of deposits or payment of interest thereon during the year by Company and accordingly No details to be provided by the Company in this regard.

The details of deposits which are not in compliance with the requirements of Chapter V of the Act -

Your Company has not accepted any deposits which are not in Compliance with the requirement of Chapter V of the Act.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there are no changes in the nature of business. The Company is continuing into the Steel Manufacturing Business.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

INTERNAL CONTROL SYSTEMS AND AUDIT OVERVIEW

The Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size and nature of its business, forms an integral part of the Companyâs corporate governance policies.

INTERNAL CONTROL

Some of the significant features of internal control systems include:

- Documenting of policies, guidelines, authorities and approval procedures, encompassing the Companyâs all primary functions.

- Deploying of an ERP system which covers most of its operations and is supported by a defined on-line authorization protocol.

- Ensuring complete compliance with laws, regulations, standards and internal procedures and systems.

- De-risking the Companyâs assets/resources and protecting them from any loss.

- Ensuring the accounting systemâs integrity proper and authorised recording and reporting of all transactions.

- Preparing and monitoring of annual budgets for all operating and service functions.

- Ensuring the reliability of all financial and operational information.

- Forming an Audit committee of the Board of Directors, comprising Independent Directors. The Audit Committee regularly reviews audit plans, significant audit findings, adequacy of internal controls, and compliance with accounting standards and so on.

- Forming a comprehensive Information Security Policy and continuous up-gradation of IT Systems.

The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliance as well as an enhanced control consciousness.

INTERNAL AUDIT

The Company has a strong internal audit department reporting to the Audit Committee comprising Directors and Independent Directors who are experts in their field. The scope of work, authority and resources of Internal Audit [IA] are regularly reviewed by the Audit Committee and its work is supported by the services of M/s. GRC & Associates, the Internal Auditor of the Company.

Through IA function the Board obtains the assurance it requires to ensure that risks to the business are properly identified, evaluated and managed. IA also provides assurance to the Board on the effectiveness of relevant internal controls.

Audit plan and execution

In addition, the audit committee also places reliance on internal customer feedback and other external events for inclusion of areas into the audit plan.

INTERNAL FINANCIAL CONTROLS

As per Section 134 [5] [e] of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems and framework of internal financial controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. To enable them to meet these responsibilities, the Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework and whistle blower mechanism.

The Company has developed a framework for designing and assessing effectiveness of internal controls over financial reporting & financial statements and has already laid down entity level policies and process level standard operating procedures.

The entity level policies comprise anti-fraud policies [code of conduct, including conflict of interest, confidentiality and whistle-blower policy] and other policies [organization structure, roles and responsibilities, insider trading policy, HR policy, related party policy, prevention of sexual harassment policy, IT security policy, business continuity and disaster recovery plan and treasury risk management policy]. The Company has also prepared Standard Operating Practices [SOP] for each of its processes of revenue to receive, procure to pay, hire to retire, finance and accounts, fixed assets, treasury, inventory, manufacturing operations, and administrative expenses.

Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and During the year, such controls were tested and no reportable material weakness in the design or operation were observed and such systems were adequate and operating effectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties referred to in Section 188 [1] of the Companies Act, 2013 were in the ordinary course of business and on an armâs length basis and Detail of which is furnished in the Annexure âAâ in Form AOC-2 attached with this Report in compliance with Section 134 [3] [h] read with188 [2] of the Companies Act, 2013.

Moreover, on the recommendations of the Audit Committee, your Board had revised the Policy on Related Party Transactions in accordance with Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015 and as per the amended provisions of the Companies Act, 2013.The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at www.scansteels. com - Investor Relations Segment. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India [Listing Obligation and Disclosure Requirements] Regulations, 2015.

Your Directors draw attention of the members to Note 30 to the financial statement which sets out related party disclosures.

ISO 9002 CERTIFICATION

CREDIT RATING

During the year, the credit rating for long term debt/facilities/FD have not been rated due to Non Performing Asset [NPA] declared by Banks/ lenders.

AUTHORITY TO DETERMINE MATERIALITY OF AN EVENT AND DISCLOSURE OF THE SAME TO STOCK EXCHANGE UNDER REGUALTION 30(5) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGAULTION, 2015

Mr. Ankur Madaan, Whole- Time Director, of the Company, and Mr. Prabir Kumar Das, Company Secretary and Compliance Officer of the Company and Mr. Gobinda Chandra Nayak, Chief Financial Officer of the Company authorized by the Board for the purpose of determining the materiality of an event or information, in terms with the Companyâs Policy on disclosure of material event / information and archival policy to comply with the Provisions of Regulation 30 [5] of the SEBI [ Listing Obligations and Disclosure Requirements] Regulations, 201 5 and they are jointly and severally authorized to make necessary disclosure to stock exchanges regarding the same on behalf of the Company.

BRANDING INITIATIVE

The âSHRISTIIâ brand for its TMT bars are well accepted in the market in varied segments and sectors with wide customer base.

INSURANCE

The Assets of the company are adequately insured against the loss of fire, riot, earthquake, loss of profit etc, and other risk which is considered by management, In addition to this coverage, a statutory public liability insurance policy has been taken to cover by the company for providing against the public liability arising out of industrial accidents for employees working in plants.

CUSTOMER RELATIONSHIP

The Company endeavors to develop and sustain long-term value-creating partnerships with our customers and channel partners through a wide range of product offerings, innovative services and unique solutions.

FINANCE

During the year, the lead banker State Bank of India has approved the restructuring proposal and has executed all related documents for restructuring of the facility and has filed with the Ministry of Corporate Affairs towards creation/ modification of charges in its favour. The State Bank of India has recovered all the scheduled repayments along with overdue [till the date of recovery] as per proposal approved vide letter dated March 17, 2018. Other members to the consortium are in the process of up gradation of the account.

BANKERS AND CONSORTIUM ARRANGEMENT

The Company has consortium arrangement of their bankers with State Bank of India as Lead Bank. This consortium arrangement is well defined and takes care of companyâs credit facilities requirement from time to time. The consortium meetings hold quarterly in regular basis and also visit companyâs plant from time to time as per their requirement.

SAFETY

The company has continued to scale up safety performance at all locations. Safety measures have been strengthened and employees are being trained to think on hazards/risks associated with their job. Systems have been established to make employees responsible and accountable for safety. Good safety performance is being rewarded. While Safety has been included as a corporate value, the main objective is to achieve better standard of safety in the shortest possible time.

HUMAN RESOURCE DEVELOPMENT AND PERSONNEL

The company has been given much emphasis on Human Resources Development and thus has been well recognized in the steel industrial for sound Human Resources Management. Over a period of time, we have built and nurtured a dedicated and excellent workforce and also recruiting new people in order to meet the revival plans of the company. The Company has emerged as a true national firm with cosmopolitan atmosphere.

The companyâs HR polices and process is as well aligned to effectively suit its expanding business horizons and future manpower requirement. This has been achieved by continuously stressing upon training & development, empowerment and creating a compelling work environment and maintaining well structured reward & recognition mechanism. Company is committed to the welfare of its people and their families and to improve the quality of their life by providing the required facilities. During the year under the review, industrial relations at all units of the Company continued to be cordial and peaceful.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is the continuing commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large. As a part of its policy for corporate social responsibility, the Company is associated with charitable and social activities and thereby playing a pro-active role in the socioeconomic growth. In structuring its efforts to the various aspects of Corporate Social Responsibilities, the Company takes account guidelines and statements issued by stakeholders and other regulatory bodies.

The management has adopted corporate social responsibility [CSR] well at par with its business, with the objective of creating wealth in the community with focus on education, health, water and society. Social welfare, community development, economic and environmental responsibilities are at the core of the CSR of the Company.

The Corporate Social Responsibility Committee [CSR Committee] Composition and Terms of reference of which is detailed in the Corporate Governance Part of this Annual Report, has formulated and recommended to the Board, a Corporate Social Responsibility Policy [CSR Policy] indicating the activities to be undertaken by the Company, which has been approved by the Board.

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

The Company has identified six focus areas of engagement which are as under:

- Rural Transformation: Creating sustainable livelihood solutions, addressing poverty, hunger and malnutrition.

- Health: Affordable solutions for healthcare through improved access, awareness and health seeking behavior.

- Education: Access to quality education, training and skill enhancement.

- Environment: Environmental sustainability, ecological balance, conservation of natural resources.

- Water: The Company makes affordable solution for water crises in the local area within the factory.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act.

The disclosures required to be made as per Rule 9 of Companies [Corporate Social Responsibility Policy] Rules, 2014 is annexed to this report as Annexure âBâ.

The CSR Policy of the Company is available on the companyâs website at www.scansteels.com -Investor Relations Segment.

RISK MANAGEMENT

The Companyâs robust risk management framework identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholderâs interest, to achieve its business objectives and enable sustainable growth. The risk frame work is aimed at effectively mitigating the Companyâs various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans. Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of India [Listing Obligation and Disclosure Requirements] Regulations, 2015, the Company has constituted a sub-committee of Directors to oversee Enterprise Risk Management Framework to ensure execution of decided strategies with focus on action and monitoring risks arising out of unintended consequences of decisions or actions and related to performance, operations, compliance, incidents, processes, systems and transactions are managed appropriately. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

A Risk Management Policy was reviewed and approved by the Committee and which can be accessed on the website of the Company at www. scansteels.com - Investor Relations Segment.

GOODS AND SERVICES TAX (GST)

The introduction of Goods and Services Tax [GST] is a very significant step in the field of indirect tax reforms in India. By amalgamating a large number of Central and State taxes into a single tax, it would mitigate cascading or double taxation in a major way and pave the way for a common national market. The transition to GST scenario is a major change process and the Company has established a dedicated team to evaluate the impact analysis and carry out changes to the business process & IT systems as per the GST framework.

CORPORATE GOVERNANCE

Transparency is the cornerstone of your Companyâs philosophy and all requirements of Corporate Governance are adhered to both in letter and spirit. All the Committees of the Board of Directors meets at regular intervals as required in terms of SEBI [Listing Obligations & Disclosure Requirements] Regulations, 2015 and Companies Act. 2013. Your Board of Directors has taken all necessary steps to ensure compliance with all statutory requirements. The Directors and Key Management Personnel of your Company have complied with the approved âCode of Ethics for Board of Directors and Senior Executivesâ of the Company.

The Report on Corporate Governance as required under the SEBI [Listing Obligations & Disclosure Requirements] Regulations, 2015 forms part of this Annual Report. The Auditorsâ Certificate on compliance with Corporate Governance requirements is also attached to Directors Report as Annexure âIâ. Further as required under Regulation 1 7[8] of SEBI [Listing Obligations & Disclosure Requirements] Regulations, 2015, a certificate from the Whole- Time Director & CFO is being annexed with this Annual Report.

SHARE CAPITAL

ISSUED/SUBSCRIBED/PAID UP CAPITAL

The authorized share capital of the Company is Rs.70,00,00,000/- [Rupees Seventy Crores only] divided into 5,50,00,000 [Five Crore Fifty Lacs] equity shares of Rs.10/- [Rupees Ten] each and 1,50,00,000 [One Crore Fifty Lacs only] Non-cumulative Redeemable Preference Share of Rs.10/- [Rupees Ten] each.

On 04.04.2017 the allottee[s] had exercised their right to convert 8,00,000 warrants into equity shares of Rs.10/- each out of total allotted to them. Accordingly, During the Year under review the company has allotted 8,00,000 Equity Shares of Rs.10 / - each on Conversion of Warrants in to Equity Shares.

There were No outstanding Warrants of the company as on March 31, 2018 which was to be convertible into equity shares.

The paid-up equity share capital as on March 31, 2018 and as on date is Rs.52,35,22,950 [Fifty Two Crore Thirty Five Lakhs Twenty Two Thousand Nine Fifty] divided into 5,23,52,295 [Five Crore Twenty Three Lakhs Fifty Two Thousand Two Hundred Ninety Five] fully paid up Equity Shares of Rs.10/- [Rupees Ten Only] each and the preference share capital is Rs.12,84,96,050/- [Twelve Crore Eighty Four Lacs Ninety Six Thousand Fifty] divided into 1 ,28,49,605 [One crore Twenty Eight Lacs Forty Nine Thousand Six Hundred Five only] fully paid up NCRPS of Rs.10/- [Rupees Ten] each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

- In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Rajesh Gadodia [DIN: 00574465], retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The proposal regarding the re-appointment of the aforesaid Director is placed for your approval. The Board of Directors recommends his re-appointment.

- Mr. Praveen Kumar Patro [DIN: 02469361], was appointed as an Additional Director and designated as the Executive Director [Director-Project] w. e. f. 30/05/2018. Mr. Praveen Kumar Patro shall hold office till the date of the forthcoming Annual General Meeting [AGM].

Your company has received a notice under section 160 of the companies act, 2013 from a member, signifying his intension to propose the name of Mr. Praveen Kumar Patro for appointment as a director of the company in the forthcoming Annual General Meeting.

Suitable resolution[s] for appointment / reappointment of Director[s], as referred above, will be placed for approval of the members in the forthcoming Annual General Meeting. The brief resume and other information of the concerned director[s], in terms of the Regulation 26[4] and 36 [3] of SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 have been detailed as an annexure in the notice convening the forthcoming Annual General Meeting.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

KEY MANAGERIAL PERSONNEL

Mr. Ankur Madaan, Whole Time Director, Mr. Prabir Kumar Das, President & Company Secretary and Mr. Gobinda Chandra Nayak, Chief Financial Officer are the Key Managerial Personnel of your company in accordance with the provision of Section 2[51] and 203 of the companies act, 2013 read with Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 read with SEBI [LODR] Regulations, 2015.

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.

The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board, and separate its functions of governance and management.

The Companyâs Policy relating to appointment of Directors, payment of Managerial remuneration, Directorsâ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178[3] of the Companies Act, 2013 is furnished in Annexure âCâ and is attached to this report.

Further, Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees is furnished in Annexure âDâ and is attached to this report.

Declaration by Independent Director(s)

As required under section 149[7] of the Companies Act, 2013, The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence and / or to qualify themselves to be appointed as Independent Directors as prescribed both under Section 149 [6] of the Companies Actâ 2013 and Regulation 25 of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 , The Board considered the independence of each of the Independent Directors in terms of the above provisions and is of the view that they fulfill/meet the criteria of independence. And the declarations are put up on the website of the Company at www. scansteels.com - Investor Relations Segment.

Familliarisation Programme for Independent Directors.

All New Independent Directors [IDs] whenever inducted into the Board are given an orientation. Presentations are made by Executive Directors [EDs] and Senior Management giving an overview of our operations, to familiarize the new IDs with the Companyâs business operations. The new IDs are given an orientation on our products, group structure, Board constitution and Procedures, matters reserved for the Board, and our major risks and risk management strategy. Visits to Plant and Factory locations are organized for the IDs to enable them to understand the business better.

The company familiarises the New and Existing Independent Directors of the Company from time to time with their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc.. and also by updating them about latest amendments in Companies Act, 2013 and SEBI [Listing Obligations and Disclosure Requirements] Regulations, 201 5. Details of Same are put up on the website of the Company at www.scansteels.com - Investor Relations Segment.

Separate Independent Director Meeting

In term of requirements of Schedule IV of the Companies Act, 201 3 and Regulation 25 of Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015, a separate meeting of the independent directors [âAnnual ID meetingâ] was convened on 1 4th February, 201 8 and All the Independent Directors were present at the said Meeting.

The Independent Directors at the meeting reviewed the following:

a. Performance of Non-Independent Directors and the Board as a whole;

b. Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

c. 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.

BOARD ANNUAL EVALUATION

Pursuant to Regulation 1 7[1 0] of SEBI [Listing Obligations & Disclosure Requirements] Regulations, 2015, and In compliance with the Section 1 34[3] [p] Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The Board carried out an annual performance evaluation of its own performance, the individual Directors ,as well as the evaluation of the working of the Committees of the Board. The performance evaluation of the Chairman, Whole- Time Director and the Non- Independent Directors was carried out by Independent Directors. The performance evaluation of the Independent Directors was carried out by the entire Board in compliance with the Companies Act, 2013. The performance evaluation of all the Directors was also carried out by the Nomination and Remuneration Committee. Details of the same are given in the Report on Corporate Governance annexed hereto.

The Chairman of the Board had one-on-one meetings with the IDs. The Chairperson of the Nomination and Remuneration Committee [NRC] held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as on each of the other Directors. These meetings were intended to obtain Directorsâ inputs on effectiveness of the Board/ Committee processes.

While evaluating the performance and effectiveness of the Board, various aspects of the Boardâs functioning such as adequacy of the composition and quality of the Board, time devoted by the Board to Companyâs long-term strategic issues, quality and transparency of Board discussions, execution and performance of specific duties, obligations and governance were taken into consideration. Committee performance was evaluated on the basis of their effectiveness in carrying out respective mandates. A separate exercise was carried out to evaluate the performance of Independent Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution to Board deliberations, independence of judgment, safeguarding the interest of the Company and focus on creation of shareholders value, ability to guide the Company in key matters, attendance at meetings, etc. The Executive Directors were evaluated on parameters such as strategy implementation, leadership skills, quality, quantity and timeliness of the information flow to the Board, etc.

The Board considered and discussed the inputs received from the Directors. Further, the IDs at their meeting reviewed the performance of non Independent Directors, Board as a whole and Chairman of the Board after taking into account views of Executive Directors and Non-Executive Directors.

The Directors expressed their satisfaction with the evaluation process.

The Detailed Policy on Performance Evaluation of Independent Directors, Board, Committees and other individual Directors can be accessed from the website of the Company at www.scansteels. com - Investor Relations Segment.

MANAGERIAL REMUNERATION:

Based on the recommendations of the NRC, the Board has approved the Remuneration Policy for Directors, Key Managerial Personnel [âKMPsâ] and all other employees of the Company. As part of the policy, the Company strives to ensure that:

- the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

- relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and

- remuneration to Directors, KMPs and Senior Management involves a balance between fixed and incentive pay, reflecting short, medium and long-term performance objectives appropriate to the working of the Company and its goals.

The following disclosures have been mentioned in detail under the heading âCorporate Governanceâ, part of this Annual Report:â

[i] all elements of remuneration package such as salary, benefits, etc., of all the directors;

[ii] details of fixed component and performance linked incentives along with the performance criteria;

[iii] service contracts, notice period, severance fees;

[iv] Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

CODE OF INDEPENDENT DIRECTORS -SCHEDULE - IV

The Board has considered Code of Independent Directors as prescribed in Schedule IV of the Companies Act, 2013. The code is a guide to professional conduct for independent directorsâ adherence to these standards by independent directors and fulfillment of their responsibility in a professional and faithful manner will promote confidence of the investment community and regulators.

The broad items for code for independent directors are:

[i] Guidelines for Professional conduct.

[ii] Role and Functions.

[iii] Duties

[iv] Manner and process of appointment.

[v] Re-appointment on the basis of report of performance evaluation.

[vi] Resignation or Removal.

[vii] At least one Separate meeting of Independent Directors in a year without attendance of non independent directors or members of management.

[viii]Evaluation mechanism of Independent Directors by entire Board of Directors.

The Detailed Code of Conduct of Independent Directors of the Company and Code of Conduct for Board of Directors and Senior Management of the Company can be accessed on the website of the Company at www.scansteels.com - Investor Relations Segment.

SCAN STEELSâS CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI [Prohibition of Insider Trading] Regulations, 2015.

The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company. As well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company Securities.

The Insider Trading Policy of the Company covering code of Practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website at www. scansteels.com - Investor Relations Segment.

COMPLIANCE WITH CODE OF ETHICS FOR BOARD OF DIRECTORS AND SENIOR EXECUTIVES

All Directors and Senior Management Personnel have affirmed Compliance with the Code of Ethics for Board of Directors and Senior Executives. A Declaration to that effect is attached with the Corporate Governance Report.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 134[3][c] and 134[5] of the Companies Act, 2013, your directors hereby state and confirm that â

a] In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b] The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit and loss of the company for the year ended on that date;

c] The directors had 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 the company and for preventing and detecting fraud and other irregularities;

d] The directors had prepared the annual accounts on a going concern basis; and

e] The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f] The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORâS REPORT

STATUTORY AUDITORS

The Auditors, M/s. SRB & Associates, Chartered Accountant [Firmâs Registration No. 310009E] [SRB] of Bhubaneswar, were appointed with your approval at the 21 st AGM for a period of five years to hold such office till the conclusion of the 26th AGM.

The Company has received necessary consent and certificates under Section 1 39 from the above Auditors to the effect that they satisfied the criteria provided in section 141 of the Companies Act, 2013 read with Cos. [Audit &Auditors] Rules, 2014 including any statutory modification or reenactment thereof for the time being in force.

No frauds have been reported by the Auditors under Section 1 43 [1 2] of the Companies Act, 2013 requiring disclosure in the Board Report.

AUDITORSâ REPORT

Explanation to Auditorâs emphasis of matter:

Auditors have in their report drawn attention to Note No. 40 to the financial statements which describes the approval of the restructuring arrangement by the lead bankers State Bank of India and about recognition of interest cost of other members.

In the opinion of the Board, The companyâs funding has been funded through consortium member banks. The leader State Bank of India along with other member banks have classified the asset as Non-performing Assets in their books of account in previous year. During the year, the lead banker State Bank of India has approved the restructuring proposal and has executed all related documents for restructuring of the facility and has filed with the Ministry of Corporate Affairs towards creation/ modification of charges in its favour. The State Bank of India has recovered all the scheduled repayments alongwith overdues [till the date of recovery] as per proposal approved vide letter dated March 17 , 2018. The interest component of Rs.16.92 crores, from the date of NPA to the cut off date i.e March 31, 2017 has been converted to FITL and same has been charged to current yearâs financial statement. Other members to the consortium are in the process of restructuring as at the end of reporting date.

Further, the company has provided interest cost on borrowings for all the member banks except IDBI Bank Limited for the FY 2017-18 as per interest rate approved by the lead banker i.e State Bank of India. IDBI Bank Limited has recalled the loan vide letter dated October 31, 2017 for which no interest has been provided for.

Auditors have in their report drawn attention to Note No- 41 to the financial statements which describes on steps taken by the company for transition to the Ind AS compliances.

In the opinion of the Board , The company has implemented / adopted the following policies and procedures for accounting:

Componentization: As per prevailing practice, company componentized fixed assets as detailed in the Invoice. It does not have a separate componentization policy. Accordingly, components identified [ as mentioned above ] are also depreciated based on the useful lives prescribed under Schedule-II [ of the Companies Act. ] for the main asset.

Steps : The company is in the process of identification of the major components significant to the total cost of the asset accordingly necessary requirements to be complied.

Stores and Spares : The company on purchases of stores and spares, if it relates to an item of PPE, the same are capitalized on the date of issue, and which are issued for revenue expenditure purpose, are charged to Profit & Loss Account on the date of consumption.

Steps : The company is in the process of identifying the doubtful debtors to make provision for impairment to be recognized as per the Expected Credit Loss Method.

Except of the emphasis of matters mentioned above all other observations made by the Statutory Auditors in their report for the financial year ended 31st March 2018 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134[3] of the Companies Act, 2013.

COST AUDITORS

Pursuant to Section 148 [2] of the Companies Act, 2013 read with the Companies [Cost Records and Audit], Amendment Rules 2014, your Company is required to get its cost accounting records audited by Cost Auditor.

Accordingly, the Board at its meeting held on May 30, 201 8 has on the recommendation of the Audit Committee, re-appointed M/s. Ray, Nayak & Associates, Partner CMA. Chaitanya Kumar Ray, Cost Accountants, having office at MIG-26, Manorama Estate, Rasulgarh, Bhubaneswar - 751010 [Odisha], as the Cost Auditors of the Company to conduct the audit of the cost accounting records of the Company for the financial year 2018-19 on a remuneration of Rs.45,000/- plus service tax as applicable and reimbursement of actual travel and out of pocket expenses.

The remuneration is subject to the ratification of the members in terms of Section 148 read with Rule 1 4 of the Companies [Audit and Auditors] Rules, 2014 and is accordingly placed for your ratification.

Pursuant to section 148[1] of the companies act, 2013, The company has maintained the cost accounts and records.

The Cost Audit Report for the financial year ended 31st March, 2017 was filed in XBRL mode on 7th August, 2017.

SECRETARIAL AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 201 4, the Company had appointed M/s. K.K.Giri & Associates, a Practicing Company Secretary [CP No-14459] having office at Plot No-215[I], 2nd floor, District Centre, Chandrasekharpur, Bhubaneswar - 75101 6 to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith as Annexure âEâ.

The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134[3][f][ii] of the Companies Act, 2013.

The Board at its meeting held on May 30, 2018, has re-appointed M/s. K.K.Giri & Associates, a Practicing Company Secretary [CP No-14459] having office at Plot No-215[I], 2nd floor, District Centre, Chandrasekharpur, Bhubaneswar -751016, as Secretarial Auditor, for conducting Secretarial Audit of the Company for F.Y. 2018-19.

AUDIT COMMITTEE.

Audit Committee is constituted as per Regulation 18 of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 read with Section 1 77 of the Companies Act, 201 3. Composition of Audit Committee is as per Section 177 [8] of Companies Act, 2013. The Prime Objective of the Committee is to monitor and provide effective supervision of the Managementâs financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

Composition and Terms of reference of the Committee is explained in Detail in the Corporate Governance Part of this Annual Report.

There was no recommendation as such in the Financial Year 201 7-201 8 from the Audit Committee which was not accepted by the Board.

VIGIL MECHNISM

In pursuance of Section 177[9] of the Companies Act, 2013 and Regulation 22 read with Regulation 4[2][d][iv] of Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015 , Vigil Mechanism has been Constituted for directors and employees to report genuine concerns and Audit committee shall oversee the vigil mechanism through the committee and provide adequate safeguards against victimization of employees and directors who availed of the vigil mechanism and have a direct access to the chairman of the audit committee in exceptional case.

In case of repeated frivolous complaints being filed by the director or an employee the audit committee may take suitable action including reprimand if necessary.

CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholders Relationship Committee According to 1 78 [5] of the Companies Act 2013 and Regulation 20 of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015. The SR Committee is primarily responsible to review all matters connected with the Companyâs transfer of securities and redressal of shareholdersâ / investorsâ / security holdersâ complaints.

Composition and Terms of Reference of the SR Committee is Detailed in Corporate Governance Report Part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Board has set up a Nomination and Remuneration Committee In compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015. This Committee is responsible for making Policy pursuant to Proviso to Section 1 78 [3] & [4] read with Rules made there under and Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015 and / or recommending to the Board, the remuneration package of Directors, KMP & other employees, including their annual increment and commission after reviewing their performance and also to decide the Criteria for determining appointment Qualifications, Positive attributes, and Independence of a Director.

CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Scan Steelsâs commitment towards excellence in Health, Safety and Environment is one of the companyâs core values by complying with the Laws and Regulations first, and then going beyond the mandate to keep our planet safe for future generations. Minimizing the environment impact of our operations assumes utmost priority.

The company is unwavering in its policy of ââsafety of persons overrides all production targetsââ which drives all employees to continuously break new grounds in safety management for the benefit of the people, property, environment and the communities in which Scan Steels operate. Our dedicated measures by conducting the Risk Assessment, Identification of significant environment aspects of all manufacturing plants and signatory commitment of Responsible Care, Greatest emphasis is given to safety measures for minimizing accidents and incidents.

In View of the above The Board has Constituted Corporate Social Responsibility Committee to Comply the Section 1 35 of the Companies Act, 2013. Composition and Terms of Reference of which is Detailed in Corporate Governance Report Part of this Annual Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013 and the Rules there under.

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013.

E-VOTING FACILITY AT AGM

In compliance with Section 1 08 of the Companies Act, 2013, Rule 20 of the Companies [Management and Administration] Rules, 2014, as substituted by the Companies [Management and Administration] Amendment Rules, 2015 and Regulation 44 of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015, the company is pleased to provide members facility to exercise their votes for all the resolutions detailed in the Notice of the 25th Annual Report of the company and the business may be transacted through e-voting. The company has engaged the services of Central Depository Services Limited [CDSL] as the authorized agency to provide the e-voting facility.

LISTING ON STOCK EXCHANGE

The Company continues to remain listed with Bombay Stock Exchange Limited and annual listing fee for the same has been paid.

DISCLOSURES

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, Six Board Meeting were convened and held, details of the meetings of the Board and various Committees of your Company are set out in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Regulation 1 7 of the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015.

EXTRACT OF THE ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92[3] read with Rule 12 of the Companies [Management and administration] Rules, 2014 and Section 134[3][a] of Companies Act, 2013 is furnished in Form No. MGT-9 as Annexure âFâ and is attached to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no loans, made by the Company under Section 186 of the Companies Act, 2013 during the year under review. However the company has given the corporate guarantee and made investment in quoted securities as a long term investments and the details of the guarantees and investments covered under the provisions of section 186 of the companies act, 2013 are given in the financial statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 [3][m] of the Companies Act, 2013 read with Rule 8[3] of the Companies [Accounts] Rules, 2014 is furnished in Annexure âGâ and is attached to this report.

PARTICULARS OF EMPLOYEES (RULE 5(2), AND 5(3)) AND MANAGERIAL REMUNERATION ( RULE 5(1) ) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 , AND UNDER SECTION 197(12) OF THE ACT

The total number of employees as on 31st March, 2018 stood at 1489.

Disclosures pertaining to remuneration and other details as required under Section 197[12] of the Act read with Rule 5[1], 5[2] and 5 [3] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, are provided in the Annexure âHâ in this Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT

In term of Section 134[3][l] of the Companies Act, 2013, no material changes and commitments have occurred after the close of the year till the date of this Report, which could affect the financial position of the Company.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares [including sweat equity shares] to employees of the Company under any scheme.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

4. There is No Revision of Financial Statement or Board Report Adopted by the Company, thereby there is no Disclosures to be made by the Company u/s 131 of the Companies Act, 2013 for Voluntary Revision of Financial Statement.

5. Your Company has No Holding or Subsidiary Company and thereby, Whole time Director of the Company do not receive any commission or remuneration from the same. Accordingly there is no Details to be Provided by the Company pursuant to Section 197 [14] of the Companies Act, 2013.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Companyâs success. The Directors look forward to their continued support in future.

Place: Bhubaneswar FOR AND ON BEHALF OF THE BOARD

Date: 30t^h May, 2018 Ankur Madaan, Whole- Time Director

(DIN:07002199)

Runvijay Singh, Director

(DIN: 02239382)

Mar 31, 2016

Dear Share owners,

The Directors have pleasure in presenting the Twenty Third Annual Report of your Company together with the Audited Financial Statements for the year ended March 31,2016.

FINANCIAL HIGHLIGHTS/RESULTS

Your Directors take pleasure in presenting the 23rd Annual Report on the business and operations of your Company along with the financial statements for the year ended 31 March, 2016.

(Rs. In Lacs)

	2015-2016	2014-2015
Net Turnover and other Income	35,422.83	44,966.04
Profit / (Loss) before Tax	(3202.68)	536.68
Less : Tax Expenses
Current Tax	-	(110.77)
Deferred Tax (Charge)/ Credit	(173.98)	(157.58)
Profit After Tax	(3376.66)	268.33
Less : Prior Period Expenses	-	-
Net Profit for the year	(3376.66)	268.33
Surplus Brought Forward from last balance sheet	68.73	(71.13)
Add: Earlier Year Adjustment (Tax)	94.92	-
Less: Adjustment for net carrying amount of tangible fixed assets	-	(128.48)
Balance at the end of the year	(3213.01)	68.73

RESULTS OF OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

The gross turnover and net turnover for the year under review was Rs.387.34 crores and Rs.353.09 crores, respectively, and showed a decline of 21.60% and 21.11%, respectively. The net Loss after tax was Rs.33.77 crores as compared to previous year Profit Rs.2.68 crore. The reason of Loss is several unfavorable developments during the last couple of fiscal, including raw material, price fluctuations and availability issues, as well as the burden of high steel imports but, we are striving to give better result in future years.

The Company produced 49,025 tonnes (MT) of TMT Rods in FY 2015-16, down by 18.76% in compare to the previous year and sold 46,611.00 MT, decreased by 21.65% in compare to previous year. The reason of lower of production is because of decrease in sales due to sluggish economical conditions of the country resulting lower demand and low price of finished products and cheaper import of Steels products into India.

The Company''s sustained efforts towards back-end cost control, new product launches and efficiency improvement measures, supported the insulation and limited the impact on the profitability margins. The Company''s ability to better utilize capacities and product range will help derive better margins out of the businesses. The outlook of each business has been discussed in detail in the ''Management Discussion & Analysis'' which forms a part of this Annual Report.

PRODUCTION & TURNOVER/SALES

The production of steel product during the year under report, compared to the previous year is given below.

Item	Production (Qty in MT)		Turnover (Qty in MT)
	Years ended 31^st March, 2016	Years ended 31^stMarch, 2015	Years ended 31^st March, 2016	Years ended 31 March, 2015
Sponge Iron	133529.280	125342.000	98,638.27	80503.570
MS Ingot/ Billet	39648.000	67856.000	5,410.65	6589.550
Long and Flat Products	49025.500	60350.000	46,611.94	59490.480

NEW PROJECTS AND EXPANSION

Your company has emerged as a flourishing and dexterous steel enterprise because of its ability to cope with the changing steel scenario and to contribute to the growth of steel production where the country is aiming to increase the crude steel production to 300 Million tons by 2025-26 from currently 70 Million tones of production. For which your company has obtained necessary clearances from appropriate authorities. The upcoming project compositions are as enumerated below:-

Sr. No.	Unit	Product	Rated Capacity	Annual Production in TPA
1.	DRI Kiln	Sponge Iron	2 X 500 TPD	3,00,000
2.	Blast furnace 175 M³	HM/Pig Iron	350 TPD	122,500 Hot Metal /36,750 Pig Iron
3.	Iron Ore Crusher	Sized Iron Ore	50TPH/ 1000TPD	3,00,000
4.	Captive Power Plant	Power	30 MW (20 MW WHRB 4 MW BF Gas based (TRT) 6 MW AFBC)	-
5.	Coal Washery	Washed Coal (65 %) Middlings (30%) Rejects (5%)	40 TPH/800 TPD	2,40,000 (Coal Input)
6.	SMS - Induction Furnace - Elec. Arc Furnace - Ladle Refining Furnace - Continues Casting M/c.	Billets	2x30T 1x30 T 1x4 Strand	3,11,040
7.	Pellet Plant	Iron Ore Pellet	4,000 TPD	12,00,000
8.	Submerged Arc Furnace	Silico Management	2x 7.5 MVA	10,200
9.	Rolling Mill-1	TMT Rods/ Bars	1 x 38 TPH	2,00,000
10.	Rolling Mill-2	Structural Steel	1 x 38 TPH	2,00,000
11.	Galvanizing Plant	Galvanized Product	20 TPH	1,08,000
12.	Fly Ash Bricks Unit	Fly Ash Bricks	4x42 TPD	50,400
13.	Oxygen Plant	Oxygen	4800Nm³/hr	622 Mn. Nm³/year

GREENFIELDPROJECT

The process of land acquisition work for our project at Gangajal, Budhakata, Sundargarh, Odisha is in progress. Discussion with concerned authorities for allotment of land has been initiated. The environmental clearances for this proposed project has been obtained from the appropriate authorities.

OUTLOOK

Currently, the Steels business account for nearly 100% of its revenues. The outlook for its margins and profitability for this business depends on overall economic outlook. This company is likely to benefit most from an upturn in the business cycle, given its scale of operations and its competitive cost positions. Today, it is truly a market-driven company, making innovative changes and technological improvements, leaving no stone, unturned in fulfilling dreams of its founding fathers, tuning every activity to meet the subtle demands of its customers.

MARKETING ARRANGEMENT

The Company has a Well-organized Marketing Department We have around 50 % market share in Odisha and also catering to outside states. We are in the process expanding our market plan in India by appointment of Dealers at other major cities across India. We also directly sell to the Customers through our Marketing staffs and agents.

DIVIDEND

In view of the losses incurred during the FY 2015-16, your Board of Directors has not recommended any dividend on equity shares as well as on preference shares.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Your Company did not recommended any dividend therefore there were no such funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

TRANSFERTORESERVE

During the financial year 2015-16, the company has not transfer any amount to the reserve. the Company is maintaining a balance of Rs. 1344.12 Lacs in General Reserve, Rs. 61.01 Lacs in Capital Reserve, Rs. 493.71 Lacs in Amalgamation adjustment reserve and a debit balance of Rs. 3213.01 Lacs is retained in the Profit and Loss Statement.

CONSOLIDATEDFINANCIALSTATEMENT

As per the definition in the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments, the company does not have any investment in the Subsidiary Company, Joint Ventures Company or any other Associates Company therefore the Consolidation of Financial Statements is not applicable.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Associates and Joint venture Companies there by; there are no details to be provided under [Rule 8 of the Companies (Accounts) Rules, 2014]. Read with section 129 (3) of the Companies Act, 2013.during the year under review, no company has become or ceased as subsidiary, associate or joint venture companies.

FIXED DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Pursuant to Section 73, 74 & 76 Rule 8(5)(v) of Companies (Accounts) Rules, 2014. The details relating to deposits, covered under Chapter V of the Act are as follows:-

a. accepted during the year-Rs. 3,85,28,000/-

b. remained unpaid or unclaimed as at the end of the year-Rs. 2000/

c. whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved

I. at the beginning of the year-Nil

ii. maximum during the year-Nil

iii. at the end of the year-Nil

There was No default in repayment of deposits or payment of interest thereon during the year by Company and accordingly No details to be provided by the Company in this regard.

The details of deposits which are not in compliance with the requirements of Chapter V of the Act

Your Company has not accepted any deposits which are not in Compliance with the requirement of Chapter V of the Act.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

Company is in to Steel Manufacturing Business and also expended its business activities into Derivatives market.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS.

INTERNALCONTROLSYSTEMSANDAUDITOVERVIEW

The Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size and nature of its business, forms an integral part of the Company''s corporate governance policies.

INTERNALCONTROL

The Company has a proper and adequate system of internal control commensurate with the size and nature of its business. Internal control systems are integral to the Company''s corporate governance policy. Some of the significant features of internal control systems includes:

- Documenting of policies, guidelines, authorities and approval procedures, encompassing the Company''s all primary functions.

- Deploying of an ERP system which covers most of its operations and is supported by a defined online authorization protocol.

- Ensuring complete compliance with laws, regulations, standards and internal procedures and systems.

- De-risking the Company''s assets/resources and protecting them from any loss.

- Ensuring the accounting system''s integrity proper and authorized recording and reporting of all transactions.

- Preparing and monitoring of annual budgets for all operating and service functions.

- Ensuring the reliability of all financial and operational information.

- Forming a comprehensive Information Security Policy and continuous up-gradation of IT Systems.

The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliance as well as an enhanced control consciousness.

INTERNALAUDIT

The Company has a strong internal audit department reporting to the Audit Committee comprising Independent Directors who are experts in their field. The scope of work, authority and resources of Internal Audit (IA) are regularly reviewed by the Audit Committee and its work is supported by the services of M/s GRC & Associates, the Internal Auditor of the Company.

Through IA function the Board obtains the assurance it requires to ensure that risks to the business are properly identified, evaluated and managed. IA also provides assurance to the Board on the effectiveness of relevant internal controls.

INTERNAL FINANCIAL CONTROLS

As per Section 134 (5) (e) of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems and framework of internal financial controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. To enable them to meet these responsibilities, the Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework and whistle blower mechanism.

The Company has developed a framework for designing and assessing effectiveness of internal controls over financial reporting and has already laid down entity level policies and process level standard operating procedures.

The entity level policies comprise anti-fraud policies (code of conduct, including conflict of interest, confidentiality and whistle-blower policy) and other policies (organization structure, roles and responsibilities, insider trading policy, HR policy, related party policy, prevention of sexual harassment policy, IT security policy, business continuity and disaster recovery plan and treasury risk management policy). The Company has also prepared Standard Operating Practices (SOP) for each of its processes of revenue to receive, procure to pay, hire to retire, finance and accounts, fixed assets, treasury, inventory, manufacturing operations, and administrative expenses.

INDIAN ACCOUNTING STANDARD (INDAS)

As per the roadmap announced by the Ministry of Corporate affairs, the Company will comply with the new Accounting Standards, IND AS in preparation of its financial statements for accounting periods beginning on April 1, 2016, along with the comparatives for the period ending March 31,2016.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATEDPARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties referred to in Section 188 (1) of the Companies Act, 2013 were in the ordinary course of business and on an arm''s length basis and Detail of which is furnished in the Annexure ''A'' in Form AOC-2 attached with this Report in compliance with Section 134 (3) (h) read with188 (2) of the Companies Act, 2013.

Further, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are subject to internal audit and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Your Directors draw attention of the members to Note No. 2 (iii) to the financial statement which sets out related party disclosures.

ISO 9002 CERTIFICATION

CREDITRATING

During the year, the credit rating for long term debt/facilities/FD by CARE has been downgraded to "CARE-D" and the short term bank facilities has also been downgraded to "CARE -D"

The downward rating actions were driven on account of Sharp fall in steel Prices due to excessive import from China at predatory prices affecting the operating performance of the company during the year and Stressed Liquidity Position of the Company has triggered a review of Scan Steel''s credit rating by CARE.

AUTHORITYTO DETERMINE MATERIALITY OF AN EVENT AND DISCLOSURE OF THE SAME TO STOCK EXCHANGE UNDER REGULATION 30(5) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATION, 2015

Mr. Ankur Madaan, Whole- Time Director, of the Company, and Mr. Prabir Kumar Das, Company Secretary and Compliance Officer of the Company and Mr. Gobinda Chandra Nayak, Chief Financial Officer of the Company authorized by the Board for the purpose of determining the materiality of an event or information, in terms with the Company''s Policy on disclosure of material event / information and archival policy to comply with the Provisions of Regulation 30 (5) of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are jointly and severally authorized to make necessary disclosure to stock exchanges regarding the same on behalf of the Company.

BRANDINGINITIATIVE

The "SHRISTII" brand for its TMT bars are well accepted in the market in varied segments and sectors with wide customer base.

INSURANCE

INDUSTRIAL RELATIONS AND PERSONNEL

Your Company attaches great importance to human resource. Over a period of time, we have built and nurtured a dedicated and excellent workforce and also recruiting new people in order to meet the revival plans of the company. The processes for attracting, retaining and rewarding talent are well laid down and the systems are transparent to identify and reward performers. Company is committed to the welfare of its people and their families and to improve the quality of their life by providing the required facilities. The Company recognizes the importance and contribution of its people towards achieving the common goal. During the year under the review, industrial relations at all units of the Company continued to be cordial and peaceful.

FINANCE

During the year the company has faced finance crises and could not met financial commitment in time reason being liquidity problems arose due to sluggish economical conditions of the country resulting lower demand and low price of finished products and cheaper import of Steels products into India.

The banker State Bank of India, being leader of Consortium has treated its lending facilities to the company as non-performing on 28th November, 2015. The insufficient cash flow due to drastic reduction in prices of steel products, cheaper imports into India & slowdown of global economy, being the reasons for non honoring commitments to the bank.

BANKERS AND CONSORTIUM ARRANGEMENT

The Company has consortium arrangement of their bankers with State Bank of India as Lead Bank. This consortium arrangement is well defined and take care of company''s term loan and working capital requirement from time to time. The consortium members meet regularly at company office quarterly and also visit company''s plant from time to time.

SAFETY

HUMAN RESOURCE DEVELOPMENT

The company has been given much emphasis on Human Resources Development and thus has been well recognized in the steel industrial for sound Human Resources Management. The Company has emerged as a true national firm with cosmopolitan atmosphere.

The company''s HR polices and process is as well aligned to effectively suit its expanding business horizons and future manpower requirement. This has been achieved by continuously stressing upon training & development, empowerment and creating a compelling work environment and maintaining well structured reward & recognition mechanism. Company is committed to the welfare of its people and their families and to improve the quality of their life by providing the required facilities.

CORPORATESOCIALRESPONSIBILITY

The management has adopted corporate social responsibility (CSR) well at par with its business with the objective of creating wealth in the community with focus on education, health, water and society. Social welfare, community development, economic and environmental responsibilities are at the core of the CSR of the Company.

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and sustainability.

The Company has identified six focus areas of engagement which are as under:

- Rural Transformation: Creating sustainable livelihood solutions, addressing poverty, hunger and malnutrition.

- Health: Affordable solutions for healthcare through improved access, awareness and health seeking behavior.

- Education: Access to quality education, training and skill enhancement.

- Environment: Environmental sustainability, ecological balance, conservation of natural resources.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act.

The disclosures required to be made as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure ''B''.

The CSR Policy of the Company is available on the company''s website at www.scansteels.com - Investor Relations Segment.

SHARE CAPITAL

ISSUED/SUBSCRIBED/PAIDUPCAPITAL

Pursuant to allotment of 4453330 Equity Shares of Rs. 10 / - each on Conversion of Warrants in to Equity Shares, Issued, Subscribed and Paid-up Share Capital of the Company shall stand Increased from Rs. 44,35,23,000 (Forty Four Crore Thirty Five Lakhs Twenty Three Thousand) divided into 4,43,52,300 (Four Crore Forty Three Lakhs Fifty Two Thousand Three Hundred ) Equity Shares of Rs.10/- (Rupees Ten) to Rs. 48,80,56,300 (Forty Eight Crore Eighty Lakhs Fifty Six Thousand Three Hundred) divided into 4,88,05,630 (Four Crore Eighty Eight Lakhs Five Thousand Six Hundred Thirty ) Equity Shares of Rs.10/- (Rupees Ten).

The authorized share capital of the Company is Rs. 70,00,00,000/- (Rupees Seventy Crores only) divided into 5,50,00,000 (Five Crore Fifty Lacs) equity shares of Rs. 10/- (Rupees Ten) each and 1,50,00,000 (One Crore Fifty Lacs only) Non-cumulative Redeemable Preference Share ofRs. 10/- (Rupees Ten) each.

The paid-up equity share capital as on March 31, 2016 was Rs.48,80,56,300 (Forty Eight Crore Eighty Lakhs Fifty Six Thousand Three Hundred) divided into 4,88,05,630 (Four Crore Eighty Eight Lakhs Five Thousand Six Hundred Thirty ) fully paid up Equity Shares of Rs.10/-(Rupees Ten Only) each and the preference share capital was Rs.12,84,96,050/- (Twelve Crore Eighty Four Lacs Ninety Six Thousand Fifty) divided into 1,28,49,605 (One crore Twenty Eight Lacs Forty Nine Thousand Six Hundred Five only) fully paid up NCRPS of Rs.10/- (Rupees Ten) each.

During the year under review, the company has issued and allotted 80,00,000 (Eighty Lakhs Only) Warrants Convertible in to Equity Shares of face value of Rs. 10.00 (Rupees Ten) each at a premium of Rs. 40/- (Rupees Forty) each). Further the allottees had exercised their right to convert 44,53,330 warrants into equity shares of Rs. 10/each out of total allotted to them.

The aggregate outstanding amount of Warrants of the company as on March 31, 2016 was Rs. 4,43,33,500/representing 35,46,670 warrants convertible into equity shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

- In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Ankur Madaan (DIN:07002199), retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The proposal regarding the re-appointment of the aforesaid Director is placed for your approval. The Board of Directors recommends his re-appointment.

- Mr. Rajesh Gadodia, (DIN 00574465) has been elected as Non-executive chairman of the company w.e.f. 24.05.2016 in the board meeting upon the recommendation received from the Nomination and Remuneration Committee of the Board. He ceased to be KMP (Managing Director) of the company w.e.f 24.05.2016.

- Mr. Ankur Madaan (DIN:07002199),who was appointed as Whole- Time Director of the Company w.e.f 24.05.2016 by the Board based on the recommendation received from the Nomination and Remuneration Committee Company for a period of Five year with effect from 24/05/ 2016 subject to approval of shareholders of the Company at the ensuing Annual General Meeting.

- Mr. Runvijay Singh (DIN 02239382), was appointed as an Additional Director and designated as the Executive Director w. e. f. 24/05/2016. Mr. Runvijay Singh shall hold office till the date of the forthcoming Annual General Meeting (AGM). Your company has received a notice under section 160 of the companies act, 2013 from a member, signifying his intension to propose the name of Mr. Runvijay Singh for appointment as a director of the company.

- Mr. Punit Kedia (DIN 07501851) who was appointed as an Additional Director w.e.f. 24/05/2016 in the category of Independent Director and who will hold office till the date of the forthcoming Annual General Meeting (AGM). Your company has received a notice under section 160 of the companies act, 2013 from a member of the company, signifying his intension to propose the name of Mr. Punit Kedia for appointment as an Independent Director of the company. Pursuant to section 149 and other applicable provisions of the Companies Act, 2013 your directors are seeking appointment of Mr. Punit Kedia as Independent Director to hold office for five consecutive years for a term up to the conclusion of the 28th Annual General Meeting of the company and his office shall not be liable to retire by rotation."

- Mr. Nimish Gadodia (DIN 01258815), resigned from the post of director of the company w. e. f. 16/12/2015. Your directors would like to record their deep sense of appreciation for the enormous contributions made by him during his tenure.

Suitable resolutions for appointment / reappointment of Directors, as referred above, will be placed for approval of the members in the forthcoming Annual General Meeting. The brief resume and other information of the concerned directors, in terms of the Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been detailed as an annexure in the notice convening the forthcoming Annual General Meeting.

Your Company has received from the Independent Directors Certificate of Independence, as enumerated in section 149(6) of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

Mr. Ankur Madaan, Whole Time Director, Mr. Prabir Kumar Das, Company Secretary & Compliance office and Mr. Gobinda Chandra Nayak, Chief Financial Officer are the Key Managerial Personnel of your company in accordance with the provision of Section 2(51) and 203 of the companies act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with SEBI (LODR) Regulations, 2015.

Company''s policy of appointment and remuneration for directors, KMP and other employees including criteria for determining qualifications, positive attributes, director''s independence (read with Sections 178 (1) (3) (4) The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure ''C'' and is attached to this report.

Further, Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees is furnished in Annexure ''D'' and is attached to this report.

Declaration by an Independent Director(s)

As required under section 149(7) of the Companies Act, 2013, The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence and / or to qualify themselves to be appointed as Independent Directors as prescribed both under Section 149 (6) of the Companies Act'' 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , The Board considered the independence of each of the Independent Directors in terms of the above provisions and is of the view that they fulfill/meet the criteria of independence. and the declarations are put up on the website of the Company at www.scansteels.com - Investor Relations Segment.

Familiarization Programme for Independent Directors.

All New Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are made by Executive Directors (EDs) and Senior Management giving an overview of our operations, to familiarize the new IDs with the Company''s business operations. The new IDs are given an orientation on our products, group structure, Board constitution and Procedures, matters reserved for the Board, and our major risks and risk management strategy.

The company familiarizes the Independent Directors of the Company with their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc and related matters are put up on the website of the Company at www.scansteels.com - Investor Relations Segment.

Separate Independent Director Meeting

In term of requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the independent directors ("Annual ID meeting") was convened on 05th March, 2016 and All the Independent Directors were present at the said Meeting.

The Independent Directors at the meeting reviewed the following:

a. Performance of Non-Independent Directors and the Board as a whole;

b. Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

c. 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.

In addition to formal meetings, interactions outside the Board meetings also take place between the Chairman and Independent Directors.

BOARD ANNUAL EVALUATION

Pursuant to Regulation 17(10) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and In compliance with the Section 134(3) (p) Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board in compliance with Schedule IV to the Companies Act, 2013. The performance evaluation of the Chairman, Whole- Time Director and the Non- Independent Directors was carried out by Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.

The Chairperson of the Nomination and Remuneration Committee (NRC) held separate discussions with each of the Directors of the Company and obtained their feedback on overall board effectiveness as well as on each of the other Directors.

While evaluating the performance and effectiveness of the Board, various aspects of the Board''s functioning such as adequacy of the composition and quality of the Board, time devoted by the Board to Company''s long-term strategic issues, quality and transparency of Board discussions, execution and performance of specific duties, obligations and governance were taken into consideration. Committee performance was evaluated on the basis of their effectiveness in carrying out respective mandates. A separate exercise was carried out to evaluate the performance of Independent Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution to Board deliberations, independence of judgment, safeguarding the interest of the Company and focus on creation of shareholders value, ability to guide the Company in key matters, attendance at meetings, etc. The Executive Directors were evaluated on parameters such as strategy implementation, leadership skills, quality, quantity and timeliness of the information flow to the Board, etc.

The Directors expressed their satisfaction with the evaluation process.

MANAGERIALREMUNERATION:

The following disclosures have been mentioned in detail under the heading "Corporate Governance", part of this Annual Report:â

(i) all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

(ii) details of fixed component and performance linked incentives along with the performance criteria;

(iii) service contracts, notice period, severance fees;

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

CODEOFINDEPENDENTDIRECTORS-SCHEDULE-IV

The Board has considered Code of Independent Directors as prescribed in Schedule IV of the Companies Act, 2013. The code is a guide to professional conduct for independent directors'' adherence to these standards by independent directors and fulfillment of their responsibility in a professional and faithful manner will promote confidence of the investment community and regulators.

The broad items for code for independent directors are: (I) Guidelines for Professional conduct.

(ii) Role and Functions.

(iii) Duties

(iv) Manner and process of appointment.

(v) Re-appointment on the basis of report of performance evaluation.

(vi) Resignation or Removal.

(vii) At least one Separate meeting of Independent Directors in a year without attendance of non independent directors or members of management.

(viii) Evaluation mechanism of Independent Directors by entire Board of Directors.

The Detailed Code of Conduct of Independent Directors of the Company and Code of Conduct for Board of Directors and Senior Management of the Company can be accessed on the website of the Company at www.scansteels.com - Investor Relations Segment.

SCAN STEEL''S CODE OF CONDUCT FOR THE PREVENTION OF INSIDERTRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company. as well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company Securities.

The Insider Trading Policy of the Company covering code of Practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website at www.scansteels.com - Investor Relations Segment.

COMPLIANCE WITH CODE OF ETHICS FOR BOARD OF DIRECTORSANDSENIOREXECUTIVES

All Directors and Senior Management Personnel have affirmed Compliance with the Code of Ethics for Board of Directors and Senior Executives. A Declaration to that effect is attached with the Corporate Governance

Report.

DIRECTORS RESPONSIBILITYSTATEMENT

Pursuant to the requirements under section 134(3)(c) and 134(5) of the Companies Act, 2013, your directors hereby state and confirm that â

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the profit and loss of the company for the year ended on that date;

c) The directors had 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 the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS ANDAUDITOR''S REPORT STATUTORY AUDITORS

The Auditors, M/s. SRB & Associates, Chartered Accountant (Firm''s Registration No. 310009E) (SRB) of Bhubaneswar, were appointed with your approval at the 21st AGM for a period of five years to hold such office till the conclusion of the 26th AGM.

In terms of the first proviso to section 139 of the companies act, 2013, the appointment of the Auditors shall be placed for ratification at every annual general meeting. Accordingly , The Board, on the recommendation of the Audit Committee, has recommended for the ratification of the Members the appointment of SRB from the conclusion of the ensuing AGM till the conclusion of the 24th AGM. Appropriate resolution for the purpose is appearing in the Notice convening the 23rd AGM of the Company.

The Company has received necessary consent and certificates under Section 139 from the above Auditors to the effect that they satisfied the criteria provided in section 141 of the Companies Act, 2013 read with Cos. (Audit& Auditors) Rules, 2014.

No frauds have been reported by the Auditors under Section 143 (12) of the Companies Act, 2013 requiring disclosure in the Board Report.

AUDITORS'' REPORT

Explanation to Auditor''s emphasis of matter:

Auditors have in their report drawn attention to Note No. 2 (vi) to the financial statements regarding default of company on repayment of debts to consortium lenders In the opinion of the Board, The banker State Bank of India, being leader of Consortium has treated its lending facilities to the company as non-performing on 28th November, 2015. The insufficient cash flow due to drastic reduction in prices of steel products, cheaper imports into India & slowdown of global economy, being the reasons for non honoring commitments to the bank. As a result interest component on such loan of Rs. 80.00.00.000 has not been provided in the financial statement for the period from 20th December 2015 to 31st March,2016 which has impact on the profitability for the year under reporting, the said figure not being determinable as of now. Further, in relation to this one more banker has classified the lending facilities of Rs. 5.84.00.000 as non-performing as per their communication letter subsequent to balance sheet date and before signing of the financial report.

Auditors have in their report drawn attention to Note No. 2 (xi) to the financial statements regarding reduction in value of inventory amountingRs.78,42,86,306/-

In the opinion of the Board, This denotes the reduction in value of inventory held for day to day operation as raw materials, finished goods, semi-finished goods and trading goods of the company. The reduction in value of stock arose due to sharp decline in finished goods price mainly arose on account of cheaper import of steel into India and fall in international raw material prices. During this slowdown of economy, the company has suffered a lot. The company has calculated reduction value amounting to Rs. 78,42,86,306 which has been treated as non-current assets in the audited financial statement for the year under review. The board of directors has decided to amortize this amount in the subsequent years by charging to profit & loss account on proportionate basic.

Except of the emphasis of matters mentioned above all other observations made by the Statutory Auditors in their report for the financial year ended 31st March 2016 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

COSTAUDITORS

Pursuant to Section 148 (2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, your Company is required to get its cost accounting records audited by Cost Auditor.

Accordingly, the Board at its meeting held on May 24, 2016 has on the recommendation of the Audit Committee, re-appointed M/s. Ray, Nayak & Associates, Partner CMA. Chaitanya Kumar Ray, Cost Accountants, having office at MIG-26, Manorama Estate, Rasulgarh, Bhubaneswar-751010 (Odisha), as the Cost Auditors of the Company to conduct the audit of the cost accounting records of the Company for the financial year 2016-17 on a remuneration of Rs.30,000/- plus service tax as applicable and reimbursement of actual travel and out of pocket expenses.

The remuneration is subject to the ratification of the members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification.

The Cost Auditor submitted their Cost Audit Reports for the financial year 2015-2016 to the Board and the report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS AND AUDIT REPORT

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 had appointed M/s. K.K.Giri & Associates, a Practicing Company Secretary (CP No-14459) having office at MIG 9/11 Arya Vihar Sailashree Vihar, Bhubaneswar - 751021 to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith as Annexure "E".

The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board at its meeting held on August 20, 2016, has reappointed M/s. K.K.Giri & Associates, a Practicing Company Secretary (CP No-14459) having office at MIG 9/11 Arya Vihar Sailashree Vihar, Bhubaneswar -751021, as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2016-17.

AUDITCOMMITTEE.

Audit Committee is constituted as per Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013. Composition of Audit Committee is as per Section 177 (8) of Companies Act, 2013. the Prime Objective of the Committee is to monitor and provide effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

Composition and Terms of reference of the Committee is explained in Detail in the Corporate Governance Part of this Annual Report.

There was no recommendation as such in the Financial Year 2015-2016 from the Audit Committee which was not accepted by the Board.

VIGILMECHANISM

In pursuance of Section 177(9) of the Companies Act, 2013 and Regulation 22 read with Regulation 4(2)(d)(iv) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 , Vigil Mechanism has been Constituted for directors and employees to report genuine concerns and Audit committee shall oversee the vigil mechanism through the committee and provide adequate safeguards against victimization of employees and directors who availed of the vigil mechanism and have a direct access to the chairman of the audit committee in exceptional case.

In case of repeated frivolous complaints being filed by the director or an employee the audit committee may take suitable action including reprimand if necessary.

CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholders Relationship Committee According to 178 (5) of the Companies Act 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The SR Committee is primarily responsible to review all matters connected with the Company''s transfer of securities and redressal of shareholders'' / investors'' / security holders'' complaints. The Committee also monitors the implementation and compliance with the Company''s Code of Conduct for prohibition of Insider Trading.

Composition and Terms of Reference of the SR Committee is Detailed in Corporate Governance Report Part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Board has set up a Nomination and Remuneration Committee In compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Committee is responsible for making Policy pursuant to Proviso to Section 178 (3) & (4) read with Rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and / or recommending to the Board, the remuneration package Directors, KMP & other employees, including their annual increment and commission after reviewing their performance and also to decide the Criteria for determining appointment Qualifications, Positive attributes, and Independence of a Director

CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Scan Steels''s commitment towards excellence in Health, Safety and Environment is one of the company''s core values by complying with the Laws and Regulations first, and then going beyond the mandate to keep our planet safe for future generations. Minimizing the environment impact of our operations assumes utmost priority.

The company is unwavering in its policy of ''''safety of persons overrides all production targets'''' which drives all employees to continuously break new grounds in safety management for the benefit of the people, property, environment and the communities in which Scan Steels operates. Our dedicated measures by conducting the Risk Assessment, Identification of significant environment aspects of all manufacturing plants and signatory commitment of Responsible Care, Greatest emphasis is given to safety measures for minimizing accidents and incidents.

In View of the above The Board has Constituted Corporate Social Responsibility Committee to Comply the Section 135 of the Companies Act, 2013. Composition and Terms of Reference of which is Detailed in Corporate Governance Report Part of this Annual Report.

RISKMANAGEMENT

During the year, your Directors have constituted a Risk Management Committee in Compliance with Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee and which can be accessed on the website of the Company at www.scansteels.com - Investor Relations Segment.

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company''s management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Scan Steels Management System that governs how the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes.

RE-CONSTITUTION OF VARIOUS BOARD COMMITTEE

Pursuant to Re- Composition of Board , Various Committees of the Company has been Re-constituted in compliance with Applicable Provisions of Companies Act, 2013 and Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with Inclusion and Exclusion of New Members of the

Committee in the Board Meeting Held on 24/05/2016. Composition and Terms of reference of the Committees is explained in Detail in the Corporate Governance Part of this Annual Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE GOVERNANCE

Transparency is the cornerstone of your Company''s philosophy and all requirements of Corporate Governance are adhered to both in letter and spirit. All the Committees of the Board of Directors meets at regular intervals as required in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Your Board of Directors has taken all necessary steps to ensure compliance with all statutory requirements. The Directors and Key Management Personnel of your Company have complied with the approved ''Code of Ethics for Board of Directors and Senior Executives'' of the Company.

The Report on Corporate Governance as required under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The Auditors'' Certificate on compliance with Corporate Governance requirements is also attached to Corporate Governance''s Report. Further as required under Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a certificate from the Whole- Time Director & CFO is being annexed with this Report.

MANAGEMENT DISCUSSION ANDANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report.

E-VOTING FACILITYAT AGM

In compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, as substituted by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company is pleased to provide members facility to exercise their votes for all the resolutions detailed in the Notice of the 23rd Annual Report of the company and the business may be transacted through e-voting. The company has engaged the services of Central Depository Services Limited (CDSL) as the authorized agency to provide the e-voting facility.

LISTING ON STOCK EXCHANGE

The Company continues to remain listed with Bombay Stock Exchange Limited and annual listing fee for the same has been paid.

LISTINGAGREEMENT

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from December 1, 2015. Accordingly, all listed entities were required to enter in to the Listing Agreement within Six Months from the effective date. The Company entered into Listing Agreement with BSE Limited w.e.f 08.02.2016.

INDUSTRIALRELATIONS

During the year under review, your Company had cordial and harmonious industrial relations at all levels of the Organization.

DISCLOSURES NUMBER OF MEETINGS OFTHE BOARD OF DIRECTORS

During the year, Thirteen Board Meeting were convened and held, details of the meetings of the Board and various Committees of your Company are set out in the Corporate Governance Report which forms part of this Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EXTRACT OF THEANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration ) Rules, 2014 and Section 134(3)(a) of Companies Act, 2013 is furnished in Annexure ''F'' and is attached to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no loans and guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year under review. However the company has made the investment in quoted securities as a long term investments and the details of the investments covered under the provisions of section 186 o f the companies Act 2013 are given in the financial statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure ''G'' and is attached to this report.

PARTICULARS OF EMPLOYEES (RULE 5(2), AND 5(3)) AND MANAGERIAL REMUNERATION ( RULE 5(1) ) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,

2014, AND UNDERSECTION 197(12) OFTHEACT

The total number of employees as on 31st March, 2016 stood at 686.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in the Annexure ''H'' in this Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THEEND OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

In term of Section 134(3)(l) of the Companies Act, 2013, no material changes and commitments have occurred after the close of the year till the date of this Report, which could affect the financial position of the Company.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to their continued support in future.

FOR AND ON BEHALF OF THE BOARD

Ankur Madaan

Whole- Time Director

(DIN:07002199)

Place: Mumbai Runvijay Singh, Director

Date: 20th August, 2016 (DIN: 02239382)

Mar 31, 2015

Dear Shareowners,

The Directors have pleasure in presenting the Twenty Second Annual Report of your Company together with the Audited Financial Statements for the year ended March 31, 2015.

FINANCIAL HIGHLIGHTS / RESULTS

Your Directors take pleasure in presenting the 22nd Annual Report on the business and operations of your Company along with the financial statements for the year ended 31 March, 2015.

(Rs. In Lacs)

2014-2015 2013-2014

Net Turnover and other Income 44,966.04 42,456.31

Profit before Tax 536.68 (1,824.97)

Less : Tax Expenses Current Tax (110.77) -

Deferred Tax (Charge)/ Credit (157.58) (93.71)

Profit After Tax 268.33 (1,918.68)

Less : Prior Period Expenses - -

Net Profit for the year 268.33 (1,918.68)

Surplus Brought Forward from last balance (71.13) 1,875.15 sheet

Earlier Year Adjustment (Tax) - (27.61)

Adjustment for net carrying amount of (128.48) -

tangible fixed assets

Balance at the end of the year 68.72 (71.13)

RESULTS OF OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

The gross turnover and net turnover for the year under review was Rs. 494.03 crores and Rs. 447.55 crores, respectively, and showed a growth of 6.07% and 5.75%, respectively. The net profit after tax was Rs. 2.68 crores as compared to previous year loss Rs. 19.18 crores. The remarkable reduction in loss figure is appreciation shows better result would come in future years.

The Company produced 60,350 tonnes (MT) of TMT Rods in FY 2014-15, up 27% over the previous year. Its steel sales touched 66080.030 MT, increasing by 45.53% year on year. The Company took several initiatives during the last financial year that helped in achieving and consolidating growth in production and sales volumes. It commissioned new facilities to enrich product mix, leverage the export demand, diversify its inputs sourcing strategy and strengthen market penetration through branded and value added special products.

The Company's sustained efforts towards back-end cost control, new product launches and efficiency improvement measures, supported the insulation and limited the impact on the profitability margins. The Company's ability to better utilise capacities and product range will help derive better margins out of the businesses. The outlook of each business has been discussed in detail in the 'Management Discussion & Analysis' which forms a part of this Annual Report.

PRODUCTION & TURNOVER / SALES

The production of steel product during the year under report, compared to the previous year is given below.

Item Production (Qty in MT) Years ended Years ended 31st 31st March, 2015 March, 2014

Sponge Iron 125342.000 1,40150.00

MS Ingot/ Billet 67856.000 46284.00

Long and Flat Products 60350.000 47482.00

Item Turnover (Qty in MT) Years ended Years ended 31st 31st March, 2015 March, 2014

Sponge Iron 80503.570 107464.600

MS Ingot/Billet 6589.550 -

Long and Flat Products 59490.480 45406.55

NEW PROJECTS AND EXPANSION

Your company has emerged as a flourishing and dexterous steel enterprise because of its ability to cope with the changing steel scenario and to contribute to the growth of steel production where the country is aiming to increase the crude steel production to 300 Million tons by 2025-26 from cur- rently 70 Million tones of production. For which your company has obtained necessary clearances from appropriate authorities. The upcoming project compositions are as enumerated below:-

Sr. Unit Product

No.

1. DRI Kiln Sponge Iron

2. Blast furnace 175 M HM/Pig Iron

3. Iron Ore Crusher Sized Iron Ore

4. Captive Power Plant Power

5. Coal Washery Washed Coal (65 %) Middlings (30%) Rejects (5%)

Sr. Unit Rated Capacity Annual No. Production in TPA

1. DRI Kiln 2 X 500 TPD_ 3,00,000

2. Blast furnace175M 350 TPD 122,500 Hot Metal /36,750 Pig Iron

3. Iron Ore Crusher 50 TPH/ 1000TPD 3,00,000

4. Captive Power Plant 30 MW (20 MW WHRB 4 MW BF Gas based (TRT) 6 MW AFBC)

5. Coal Washwery 40 TPH/800 TPD 2,40,000 (Coal Input) Sr. Unit Product No.

6. SMS

- Induction Furnace Billets

- Elec. Arc Furnace

- Ladle Refining Furnace

- Continues Casting M/c.

7. Pellet Plant Iron Ore Pellet

8. Submerged Silico Management Arc Furnace

9. Rolling Mill-1 TMT Rods/ Bars

10. Rolling Mill-2 Structural .Steel

11. Galvanizing Plant Galvanized Product

12. Fly Ash Bricks Unit Fly Ash Bricks

13. Oxygen Plant Oxygen

Sr. Unit Rated Capacity Annual Production No. in TPA

6. SMS

Induction furnace Elec.Arc furnace 2x30 T 3,11,040

Ladle Refining Furnace 1x30 T Continues Casting 1x4 Strand

M/C

7. Pellet Plant 4,000 TPD 12,00,000

8. Submerged 2x 7.5 MVA 10,200 Arc Furnace

9. Rolling Mill-1 1 x 38 TPH 2,00,000

10. Rolling Mill-2 1 x 38 TPH 2,00,000

11. Galvanizing Plant 20 TPH 108,000

12. Fly Ash Bricks Unit 4x42 TPD 50,400

13. Oxygen Plant 4800 NmÂ³/hr 622 Mn. Nm/year

GREENFIELD PROJECT

The process of land acquisition work for our project at Gangajal, Budhakata, Sundargarh, Odisha is in progress. Discussion with concerned authorities for allotment of land has been initiated. The environmental clearances for this proposed project has been obtained from the appropriate authori- ties.

OUTLOOK

Currently, the Steels business account for nearly 100% of its revenues. The outlook for its margins and profitability for this business depends on overall economic outlook. This company is likely to benefit most from an upturn in the business cycle, given its scale of operations and its competitive cost positions. Today, it is truly a market-driven company, making innovative changes and techno- logical improvements, leaving no stone, unturned in fulfilling dreams of its founding fathers, tuning every activity to meet the subtle demands of its customers.

MARKETING ARRANGEMENT

The Company has a Well-organized Marketing Department We have around 50 % market share in Odisha and also catering to outside markets like Bangalore, Hyderabad, Ghaziabad, Raigarh, Raipur, Goa and Kanpur. We are in the process expanding our market plan in India by appointment of Dealers at other major cities across India. We also directly sell to the Customers through our Market- ing staffs and agents.

DIVIDEND

During the year the Company was successful in reducing the losses accumulated during the past few years, however the Company does not have any surplus profits yet. Therefore your directors have expressed inability to recommend dividend for the financial year ending on 31st March, 2015.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Your Company did not recommended any dividend therefore there were no such funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

TRANSFER TO RESERVE

During the financial year 2014-15, the Company is maintaining a balance of Rs. 1344.12 Lacs in General Reserve, Rs. 59.23 Lacs in Capital Reserve and Rs. 493.71 Lacs in Amalgamation adjust- ment reserve. An amount of Rs. 68.72 Lacs is proposed to be retained in the surplus.

CONSOLIDATED FINANCIAL STATEMENT

As per the definition in the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments, the company does not have any investment in the Subsidiary Company, Joint Ventures Company or any other Associates Company therefore the Consolidation of Financial Statements is not applicable.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Associates and Joint venture Companies there by; there are no details to be provided under [Rule 8 of the Companies (Accounts) Rules, 2014]. Read with section 129 (3) of the Companies Act, 2013.during the year under review, no company has become or ceased as subsidiary, associate or joint venture companies.

FIXED DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Pursuant to Section 73, 74 & 76 Rule 8(5)(v) of Companies (Accounts) Rules, 2014. The details relating to deposits, covered under Chapter V of the Act are as follows:-

a. accepted during the year - Rs. 4,39,35,000/-

b. remained unpaid or unclaimed as at the end of the year - Rs. 2,77,602

c. whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved -

i. at the beginning of the year - Nil

ii. maximum during the year - Nil

iii. at the end of the year - Nil

There was No default in repayment of deposits or payment of interest thereon during the year by Company and accordingly No details to be provided by the Company in this regard.

The details of deposits which are not in compliance with the requirements of Chapter V of the Act -

Your Company has not accepted any deposits which are not in Compliance with the requirement of Chapter V of the Act.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

The Company was in to Infrastructural Development, but Pursuant to Scheme of Merger of M/s. Scan Steels Limited with M/s. Clarus Infrastructure Realties Limited which was approved by the High Court of Bombay vide its order dated May 11, 2012 and High Court of Orissa vide its order dated 25th February, 2014 and the scheme of amalgamation became effective upon filing of form INC-28 with Registrar of Companies, Maharashtra on 12th August, 2014 Company is now in to Steel Manufacturing Business.

Further, the consent of members for alteration in main object has been obtained through postal ballot and the results of the postal ballot has been announced on 11th August, 2015. The company is now expanding its business activities into Derivatives market .

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REF- ERENCE TO THE FINANCIAL STATEMENTS.

INTERNAL CONTROL SYSTEMS AND AUDIT OVERVIEW

The Company has in place adequate internal financial controls with reference to financial state- ments, commensurate with the size and nature of its business, forms an integral part of the Company's corporate governance policies.

INTERNAL CONTROL

The Company has a proper and adequate system of internal control commensurate with the size and nature of its business. Internal control systems are integral to the Company's corporate governance policy. Some of the significant features of internal control systems includes:

- Documenting of policies, guidelines, authorities and approval procedures, encompassing the Company's all primary functions.

- Deploying of an ERP system which covers most of its operations and is supported by a defined on-line authorization protocol.

- Ensuring complete compliance with laws, regulations, standards and internal procedures and systems.

- De-risking the Company's assets/resources and protecting them from any loss.

- Ensuring the accounting system's integrity proper and authorised recording and reporting of all transactions.

- Preparing and monitoring of annual budgets for all operating and service functions.

- Ensuring the reliability of all financial and operational information.

- Forming an Audit committee of the Board of Directors, comprising Independent Directors. The Audit Committee regularly reviews audit plans, significant audit findings, adequacy of internal controls, and compliance with accounting standards and so on.

- Forming a comprehensive Information Security Policy and continuous up-gradation of IT Systems.

The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliance as well as an enhanced control con- sciousness.

INTERNAL AUDIT

The Company has a strong internal audit department reporting to the Audit Committee comprising Independent Directors who are experts in their field. The scope of work, authority and resources of Internal Audit (IA) are regularly reviewed by the Audit Committee and its work is supported by the services of M / s GRC & Associates, the Internal Auditor of the Company.

The Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Through IA function the Board obtains the assurance it requires to ensure that risks to the business are properly identified, evaluated and managed. IA also provides assurance to the Board on the effectiveness of relevant internal controls.

INTERNAL FINANCIAL CONTROLS

As per Section 134 (5) (e) of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems and framework of internal financial controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. To enable them to meet these responsibilities, the Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework and whistle blower mechanism.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls. These are in turn reviewed at regular intervals.

The Company has developed a framework for designing and assessing effectiveness of internal controls over financial reporting and has already laid down entity level policies and process level standard operating procedures.

The entity level policies comprise anti-fraud policies (code of conduct, including conflict of interest, confidentiality and whistle-blower policy) and other policies (organization structure, roles and responsibilities, insider trading policy, HR policy, related party policy, prevention of sexual harassment policy, IT security policy, business continuity and disaster recovery plan and treasury risk management policy). The Company has also prepared Standard Operating Practices (SOP) for each of its processes of revenue to receive, procure to pay, hire to retire, finance and accounts, fixed assets, treasury, inventory, manufacturing operations, and administrative expenses.

Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and During the year, such controls were tested and no reportable material weakness in the design or operation were observed and such systems were adequate and operating effectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis and Detail of which is furnished in the Annexure 'A' in Form AOC-2 attached with this Report.

Even though approval of the Shareholders not required under the provisions of the Companies Act, 2013 for transactions which are in the ordinary course of the Company's business and are at arm's length basis, but in terms of the Securities and Exchange Board of India Circular No. CIR/CFD/ POLICY CELL/2/2014 dated 17 April 2014 and the revised Clause 49 of the Listing Agreement, to be effective from October 1, 2014, the monetary limit of the transaction may exceed the limits as pro- vided under Section 188 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement. Therefore, approval of the Shareholders is received by the Company in terms of Section 188 of the Companies Act, 2013 read with the applicable rules as well as the proposed Clause 49 of the Listing Agreement, at an Extra Ordinary General Meeting held on 26th March, 2015, for Purchase/ Sale of Raw Material and Finished Goods, on arm's length basis, for an aggregate amount not exceeding the limit as set out in the resolution.

Further, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are subject to internal audit and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-Ã -vis the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http:// www.scansteels.com/?page_id=2823

Your Directors draw attention of the members to Note No. 2 to the financial statement which sets out related party disclosures.

ISO CERTIFICATION

Your company is having a status of ISO 9001, ISO 14001 and ISO 18001 certification, which is internationally recognized for the production, quality control and Environmental as well as OHSAS respectively.

CREDIT RATING

CARE has reaffirmed "CARE B '" (Single B Plus) rating to the long term bank facilities of your Company. Fixed Deposits are also rated "CARE B " (Single B Plus). The rating reaffirmed to the short-term bank facilities of your Company is " CARE A4 " (A Four Plus).

BRANDING INITIATIVE

The "SHRISTII" brand for its TMT bars are well accepted in the market in varied segments and sectors with wide customer base.

INSURANCE

The Assets of the company are adequately insured against the loss of fire, riot, earthquake, loss of profit etc, and other risk which is considered by management, In addition to this coverage, a statu- tory public liability insurance policy has been taken to cover by the company for providing against the public liability arising out of industrial accidents for employees working in plants.

INDUSTRIAL RELATIONS AND PERSONNEL

Your Company attaches great importance to human resource. Over a period of time, we have built and nurtured a dedicated and excellent workforce and also recruiting new people in order to meet the revival plans of the company. The processes for attracting, retaining and rewarding talent are well laid down and the systems are transparent to identify and reward performers. Company is committed to the welfare of its people and their families and to improve the quality of their life by providing the required facilities. The Company recognizes the importance and contribution of its people towards achieving the common goal. During the year under the review, industrial relations at all units of the Company continued to be cordial and peaceful.

FINANCE

During the year all the finance commitment were met in time. Liquidity throughout the year was quite comfortable. The company has no unpaid or unclaimed deposit at the end of the year.

BANKERS AND CONSORTIUM ARRANGEMENT

The Company has consortium arrangement of their bankers with State Bank of India as Lead Bank. This consortium arrangement is well defined and take care of company's term loan and working capital requirement from time to time. The consortium members meet regularly at company office quarterly and also visit company's plant from time to time.

SAFETY

The company has continued to scale up safety performance at all locations. Safety measures have been strengthened and employees are being trained to think on hazards/risks associated with their job. Systems have been established to make employees responsible and accountable for safety. Good safety performance is being rewarded. While Safety has been included as a corporate value, the main objective is to achieve better standard of safety in the shortest possible time.

HUMAN RESOURCE DEVELOPMENT

The company has been given much emphasis on Human Resources Development and thus has been well recognized in the steel industrial for sound Human Resources Management. The Company has emerged as a true national firm with cosmopolitan atmosphere. The company's HR polices and process is as well aligned to effectively suit its expanding business horizons and future manpower requirement. This has been achieved by continuously stressing upon training & development, empowerment and creating a compelling work environment and maintaining well structured re- ward & recognition mechanism. Company is committed to the welfare of its people and their families and to improve the quality of their life by providing the required facilities.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is the continuing commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large. As a part of its policy for corporate social responsibility, the Company is associated with charitable and social activities and thereby playing a pro-active role in the socioeconomic growth. In structuring its efforts to the various aspects of Corporate Social Responsibilities, the Company takes account guidelines and statements issued by stakeholders and other regulatory bodies.

The management has adopted corporate social responsibility (CSR) well at par with its business with the objective of creating wealth in the community with focus on education, heath, water and society. Social welfare, community development, economic and environmental responsibilities are at the core of the CSR of the Company.

The Corporate Social Responsibility Committee (CSR Committee) Composition and Terms of refer- ence of which is detailed in the Corporate Governance Part of this Annual Report. has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

The Company has identified six focus areas of engagement which are as under:

- Rural Transformation: Creating sustainable livelihood solutions, addressing poverty, hun- ger and malnutrition.

- Health: Affordable solutions for healthcare through improved access, awareness and health seeking behavior.

- Education: Access to quality education, training and skill enhancement.

- Environment: Environmental sustainability, ecological balance, conservation of natural re- sources.

- Protection of National Heritage, Art and Culture: Protection and promotion of India's art, culture and heritage.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act.

The disclosures required to be made as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure 'B'.

The CSR Policy of the Company is available on the company's website and may be accessed at http:/ / www.scansteels.com/? page_id=2823

SHARE CAPITAL

INCREASE IN AUTHORISED SHARE CAPITAL

The Company has increased its authorized share capital from Rs. 58,00,00,000/- (Rupees Fifty Eight Crore only) divided into 5,80,00,000 (Five Crore Eighty Lacs) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 70,00,00,000/- (Rupees Seventy Crores only) divided into 7,00,00,000 (Seven Crore) equity shares of Rs. 10/- (Rupees Ten) each, through ordinary resolution passed by the members in the previous AGM held on 30th December, 2014.

RE-CLASSIFICATION OF AUTHORIZED SHARE CAPITAL

In order to facilitate the issue and Allotment Non-cumulative Redeemable Preference Shares (NCRPS), The company had re-classified its Authorised Share Capital from Rs. 70,00,00,000/- (Rupees Seventy Crores only) divided into 7,00,00,000 (Seven Crore) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 70,00,00,000/- (Rupees Seventy Crores only) divided into 5,50,00,000 (Five Crore Fifty Lacs) equity shares of Rs. 10/- (Rupees Ten) each and 1,50,00,000 (One Crore Fifty Lacs only) Non- cumulative Redeemable Preference Share of Rs. 10/- (Rupees Ten) each, after members approval through Postal Ballot, results announced on 11th August, 2015 and accordingly, the capital Clause of Memorandum of Association of the Company is amended.

ISSUED/SUBSCRIBED/PAID UP CAPITAL

To meet the Working Capital requirements and long term funds for modernization & renovation of the existing plant, your Company raised funds through preferential issue of equity shares.

Pursuant to Preferential Allotment Issued, Subscribed and Paid-up Share Capital of the Company shall stand Increased from Rs. 37,80,03,000/- (Rupees Thirty Seven Crore Eighty Lakhs Three Thou- sand Only) divided into 37,800,300 (Three Crore Seventy Eight Lakhs Three Hundred) Equity Shares of Rs. 10/- (Rupees Ten) to Rs. 44,35,23,000 (Forty Four Crore Thirty Five Lakhs Twenty Three Thousand) divided into 4,43,52,300 (Four Crore Forty Three Lakhs Fifty Two Thousand Three Hundred ) Equity Shares of Rs. 10/- (Rupees Ten).

Further to this the company has also issued and allotted 1,28,49,605 Non-cumulative Redeemable Preference Shares ("NCRPS") of Rs. 10/- (Rupees Ten) each at a premium of Rs. 30/- (Rupees Thirty) per NCRPS for an aggregate amount of Rs. 51,39,84,200/- (Rupees Fifty One Crore Thirty Nine Lacs Eighty Four Thousand Two Hundred Only), at a Rate of Dividend - 1 % p.a., after members approval through Postal Ballot, results announced on 11th August, 2015.

Accordingly, the Company's paid-up equity share capital remained at Rs. 44,35,23,000 (Forty Four Crore Thirty Five Lakhs Twenty Three Thousand) divided into 4,43,52,300 (Four Crore Forty Three Lakhs Fifty Two Thousand Three Hundred) fully paid up Equity Shares of Rs. 10/- (Rupees Ten Only) each and the preference share capital is Rs. 12,84,96,050/- (Twelve Crore Eighty Four Lacs Ninety Six Thousand Fifty) divided into 1,28,49,605 (One crore Twenty Eight Lacs Forty Nine Thou- sand Six Hundred Five only) fully paid up NCRPS of Rs. 10/- (Rupees Ten) each.

ALTERATION IN THE OBJECT CLAUSE OF THE COMPANY

The Directors of your Company have been considering various proposals to diversify its business portfolio and growing opportunities, the company is planning to enter into certain new business ventures. The Board of Directors in its meeting held on 3rd July, 2015, proposed to carry on the business of merchant, broker, sub-broker of all type of commodities and/ or goods and deal in future and option and in other derivatives in commodity exchange of India including trading in shares, derivatives, currencies and readymade garments including yarns, fabrics of wool, poplin, cotton, jute, silk, rayon, nylon and other natural, synthetics, and/or fibrous substance etc.

As mentioned in above Company has altered its object clause of the Company in order to include aforementioned New Objectives in the Main Object and said Alteration of Memorandum of Association was approved by the Members through Postal Ballot and results has been announced on 11th August, 2015

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Rajesh Gadodia, Managing Director (DIN 00574465), retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The proposal regarding the re-appointment of the aforesaid Director is placed for your approval. The Board of Directors recommend his re-appointment. The brief resume and other information of the concerned directors, in terms of the provisions of clause 49 of the Listing Agreement with stock exchange have been detailed in the notice convening the forthcoming Annual General Meeting.

Mr. R. P. Singh (DIN 03411893) has been resigned and ceased to be Director w. e. f. 28/01/2015. The Board placed on record appreciation of his service to the Company and look forward for his continuance support in future.

During the years under review, the Board based on the recommendation received from the Nomination and Remuneration Committee had posposed the name of Smt. Denjani Sahu as Independent Director and The members approved the appointment of Mrs. Debjani Sahu (DIN: 02674022) as Independent woman directors of the company at the extra Ordinary General Meeting held on 26th March, 2015, who is not liable to retire by rotation.

Mr. Gobinda Chandra Nayak had been appointed as, Chief Financial Officer with effect from 14th November, 2014.

Mr. Prabir Das had been appointed as, Company Secretary & Compliance Officer with effect from 14th March, 2014 .

Company's policy of appointment and remuneration for directors, KMP and other employees including criteria for determining qualifications, positive attributes, director's independence (read with Sections 178 (1) (3) (4)

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure 'C and is attached to this report.

Further, Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees 2013 is furnished in Annexure 'D' and is attached to this report.

Declaration by an Independent Director(s)

As required under section 149(7) of the Companies Act, 2013, The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence and / or to qualify themselves to be appointed as Independent Directors as pre- scribed both under Section 149 (6) of the Companies Act' 2013 and Clause 49 of the Listing Agree- ment with the Stock Exchanges and the declarations are put up on the website of the Company at the link: http://www.scansteels.com/ ?page_id=2823

Familliarisation Programme for Independent Directors.

All New Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are made by Executive Directors (EDs) and Senior Management giving an overview of our operations, to familiarize the new IDs with the Company's business operations. The new IDs are given an orientation on our products, group structure, Board constitution and Procedures, matters reserved for the Board, and our major risks and risk management strategy.

The company familiarises the Independent Directors of the Company with their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc and related matters are put up on the website of the Company at the link: http:// www.scansteels.com/?page_id=2823

Separate Independent Director Meeting

A separate meeting of the independent directors ("Annual ID meeting") was convened on 28th March, 2015, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson of the Nomination Remuneration Committee with the Board covering performance of the Board as a whole, performance of the non-independent directors and performance of the Board Chairman.

BOARD ANNUAL EVALUATION

In compliance with the Section 134(3) (p) Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chair- man and the Non- Independent Directors was carried out by Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.

The Chairperson of the Nomination and Remuneration Committee (NRC) held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as on each of the other Directors.

The Detailed Policy on Performance Evaluation of Independent Directors, Board, Committees and other individual Directors can be accessed from the website of the Company at the link: http:// www.scansteels.com/?page_id=2823

MANAGERIAL REMUNERATION:

The following disclosures have been mentioned in detailed under the heading "Corporate Governance", part of this Annual Report : Â

(i) all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

(ii) details of fixed component and performance linked incentives along with the performance criteria;

(iii) service contracts, notice period, severance fees;

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

CODE OF INDEPENDENT DIRECTORS - SCHEDULE - IV

The Board has considered Code of Independent Directors as prescribed in Schedule IV of the Companies Act, 2013. The code is a guide to professional conduct for independent directors' adherence to these standards by independent directors and fulfillment of their responsibility in a professional and faithful manner will promote confidence of the investment community and regulators.

The broad items for code for independent directors are:

(i) Guidelines for Professional conduct.

(ii) Role and Functions.

(iii) Duties

(iv) Manner and process of appointment.

(v) Re-appointment on the basis of report of performance evaluation.

(vi) Resignation or Removal.

(vii) At least one Separate meeting of Independent Directors in a year without attendance of non independent directors or members of management.

(viii) Evaluation mechanism of Independent Directors by entire Board of Directors.

The Detailed Code of Conduct of Independent Directors of the Company and Code of Conduct for Board of Directors and Senior Management of the Company can be accessed on the website of the Company at the link: http://www.scansteels.com/?page_id=2823

KEY MANAGERIAL PERSONNEL

In compliance with the provisions of Section 203 of the Companies Act, 2013 and the requirement of Listing Agreement, the Company has appointed Mr. Rajesh Gadodia as Managing Director, Mr. Prabir Kumar Das, Company secretary & Compliance officer and Mr. Gobinda Chandra Nayak, Chief Financial Officer (CFO) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 134(3)(c) and 134(5) of the Companies Act, 2013, your directors hereby state and confirm that Â

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit and loss of the company for the year ended on that date;

c) The directors had taken proper and sufficient care for the maintenance of adequate account- ing records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITOR'S REPORT

Statutory Auditors

M/s. SRB & Associates, Chartered Accountant (Firm's Registration No. 310009E) of Bhubaneswar were appointed as Statutory Auditors for a period of five consecutive year in the 21st Annual General Meeting held on 30th December, 2014 and hold office till the conclusion of 26th Annual General Meeting.

In terms of Section 139(1) of the Companies Act, 2013, the appointment of statutory auditors to hold the office from the conclusion of the 21st AGM until the conclusion of 26th AGM , placed for your ratification.

The Company has received necessary consent and certificates under Section 139 from the above Auditors to the effect that they satisfied the criteria provided in section 141 of the Companies Act, 2013 read with Cos. (Audit &Auditors) Rules, 2014.

AUDITORS' REPORT

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

Pursuant to the provisions of Section 148 (3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board has re-appointed M/s. Ray, Nayak & Associates, Partner CMA. Chaitanya Kumar Ray, Cost Accountants, having office at MIG-26, Manorama Estate, Rasulgarh, Bhubaneswar - 751010 (Odisha), as the Cost Auditors of the Company to conduct an audit of the cost records maintained by the Company for the financial year 2015-2016 on a remuneration of Rs. 30,000/- plus service tax as applicable and reimbursement of actual travel and out of pocket expenses. The remuneration is subject to the ratification of the members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification.

The Cost Auditor submitted their Cost Audit Reports for the Financial year 2014-2015 to the Board and The report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS AND AUDIT REPORT

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 had appointed M/s. D P Associates, a Practicing Company Secretary (CP No-6828) having office at 774, Jayadev Vihar, Lane-3, Bhubaneswar - 751013 to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith as Annexure "E". The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board at its meeting held on August 31, 2015, has reappointed M/s. D P Associates, a Practicing Company Secretary (CP No-6828), as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2015-16.

AUDIT COMMITTEE.

Audit Committee is constituted as per provision of Clause 49 of the Listing Agreement with the Stock Exchange read with Section 177 of the Companies Act, 2013. Composition of Audit Committee as per Section 177 (8) of Companies Act, 2013, the Prime Objective of the Committee is to monitor and provide effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

Composition and Terms of reference of the Committee is explained in Detail in the Corporate Governance Part of this Annual Report.

There was no recommendation as such in the Financial Year 2014-2015 from the Audit Committee which was not accepted by the Board.

VIGIL MECHNISM

In pursuance of Section 177(9) of the Companies Act, 2013 Vigil Mechanism has been Constituted for directors and employees to report genuine concerns and Audit committee shall oversee the vigil mechanism through the committee and provide adequate safeguards against victimization of employees and directors who availed of the vigil mechanism and have a direct access to the chairman of the audit committee in exceptional case.

In case of repeated frivolous complaints being filed by the director or an employee the audit commit- tee may take suitable action including reprimand if necessary.

CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholders Relationship Committee According to 178 (5) of the Companies Act 2013. The SR Committee is primarily responsible to review all matters connected with the Company's transfer of securities and redressal of shareholders' / investors' / security holders' complaints. The Committee also monitors the implementation and compliance with the Company's Code of Conduct for prohibition of Insider Trading.

Composition and Terms of Reference of the SR Committee is Detailed in Corporate Governance Report Part of this Annual Report.

CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Scan Steels's commitment towards excellence in Health, Safety and Environment is one of the company's core values by complying with the Laws and Regulations first, and then going beyond the mandate to keep our planet safe for future generations. Minimizing the environment impact of our operations assumes utmost priority.

The company is unwavering in its policy of ''safety of persons overrides all production targets'' which drives all employees to continuously break new grounds in safety management for the benefit of the people, property, environment and the communities in which Scan Steels operates. Our dedicated measures by conducting the Risk Assessment, Identification of significant environment aspects of all manufacturing plants and signatory commitment of Responsible Care, Greatest emphasis is given to safety measures for minimizing accidents and incidents.

In View of the above The Board has Constituted Corporate Social Responsibility Committee to Com- ply the Section 135 of the Companies Act, 2013. Composition and Terms of Reference of which is Detailed in Corporate Governance Report Part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Board has set up a Nomination and Remuneration Committee. This Committee is responsible for making Policy pursuant to Proviso to Section 178 (3) & (4) and / or recommending to the Board, the remuneration package Directors, KMP & other employees, including their annual increment and commission after reviewing their performance and also to decide the Criteria for determining appointment Qualifications, Positive attributes, and Independence of a Director

The Details Regarding the Composition of the Committee, Meetings held and Terms Of reference etc.. is Detailed in Corporate Governance Report Part of this Annual Report. And the Detailed Nomination and Remuneration Policy is attached as Annexure 'D' to this Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PRE- VENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, Corporate Governance Report and the Managing Director's and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

E-VOTING FACILITY AT AGM

In compliance with the provisions of the Clause - 35B of the Listing Agreement read with Section 108 of the Companies Act, 2013 and the Rule 20 of the Companies (Management and Administration) Rules, 2014, the company is pleased to provide members facility to exercise their votes for all the resolutions detailed in the Notice of the 22nd Annual Report of the company and the business may be transacted through e-voting. The company has engaged the services of Central Depository Ser- vices Limited (CDSL) as the authorized agency to provide the e-voting facility.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee.

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organisational structures, processes, standards, code of conduct and behaviors together form the Scan Steels Management System that governs how the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common inte- grated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes.

LISTING ON STOCK EXCHANGE

The Company continues to remain listed with Bombay Stock Exchange Limited and annual listing fee for the same has been paid.

INDUSTRIAL RELATIONS

During the year under review, your Company had cordial and harmonious industrial relations at all levels of the Organization.

DISCLOSURES

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, Ten Board Meeting were convened and held, the details of which are given in the Corporate Governance Report part of this Annual Report. The Intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

EXTRACT OF THE ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration ) Rules, 2014 and Section 134(3)(a) of Companies Act, 2013 is furnished in Annexure 'F' and is attached to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the reporting under the said provision is not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARN- INGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure 'G and is attached to this report.

PARTICULARS OF EMPLOYEES (RULE 5(2), AND 5(3)) AND MANAGERIAL REMUNERA- TION ( RULE 5(1) ) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANA- GERIAL PERSONNEL) RULES, 2014 , AND UNDER SECTION 197(12) OF THE ACT

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Person- nel) Rules, 2014, are provided in the Annexure 'H' in this Report.

During the year under review there were no employees receiving remuneration of or in excess of limits prescribed as per the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSI- TION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINAN- CIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

In term of Section 134(3)(l) of the Companies Act, 2013, no material changes and commitments have occurred after the close of the year till the date of this Report, which could affect the financial position of the Company.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4. There is No Revision of Financial Statement or Board Report Adopted by the Company, thereby there is no Disclosures to be made by the Company u/s 131 of the Companies Act, 2013 for Voluntary Revision of Financial Statement.

5. Your Company has No Holding or Subsidiary Company and thereby, neither managing Director nor Whole time Director of the Company received any commission or remuneration from the same. Accordingly there is no Details to be Provided by the Company pursuant to Section 197 (14) of the Companies Act, 2013.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company's success. The Directors look forward to their continued support in future.

FOR AND ON BEHALF OF THE BOARD

Rajesh Gadodia , Managing Director

(DIN: 00574465) Date : 31st August, 2015 Nimish Gadodia, Director

Place: Mumbai (DIN: 01258815)

Mar 31, 2014

Dear Members,

FINANCIAL HIGHLIGHTS Rs.in Lacs 2013-2014 2012-2013

Net Turnover and other Income 42,456.31 42,753.73

Profit before Tax (1,824.97) (5,220.02)

Less : Tax Expenses

Current Tax - -

Deferred Tax (Charge)/ Credit (93.71) (216.16)

Profit After Tax (1,918.68) (5,436.18)

Less : Prior Period Expenses

Net Profit for the year (1,918.68) (5,436.18)

Surplus Brought Forward from last balance sheet 1,875.15 7,311.33

Earlier Year Adjustment (Tax) (27.61) -

Surplus Carried forward (71.13) 1,875.15

Note: Scheme of Merger became effective on filling of High Court Order with Registrar of Companies on 12th August, 2014, Hence the effect of merger has been given in the books of accounts and therefore the figures of operation are consolidated figures of the Transferor company as well as transferee company and not comparable with previous year directors report.

OPERATIONS:

The company has achieved a Net Turnover & Other Income of ? 42456.31 lakhs during the year which is lower by less than 1% in comparison to previous year''s turnover & other income figures. But the company is able to restrict the net loss for the year to ? 1918.68 lakh only in comparison to previous year''s net loss of ? 5436.18 lakh. The remarkable reduction in loss figure is appreciation shows better result would come in future years .

PRODUCTION & TURNOVER

The production of steel product during the year under report, compared to the previous year is given below.

Item Production (Qty in MT) Turnover (Qty in MT) Years ended Years ended Years ended Years ended 31st March 31st March 31st March 31st March 2014 2013 2014 2013

Sponge Iron 140150.00 131157.00 107464.600 94592.470

MS Ingot/Billet 46284.00 41523.00 - -

Long and Flat Products 47482.00 54240.00 45406.55 54108.40

NEW PROJECTS AND EXPANSION

Your company has emerged as a flourishing and dexterous steel enterprise because of its ability to cope with the changing steel scenario and to contribute to the growth of steel production where the country is aiming to increase the crude steel production to 300 Million tones by 2025-26 from currently 70 Million tones of production. For which your company has obtained necessary clearances from appropriate authorities. The upcoming project compositions are as enumerated below:-

S.l. Unit Product Rated Capacity No.

1. DRI Kiln Sponge Iron 2 X 500 TPD

2. Blast furnace 175 M3 HM/Pig Iron 350 TPD/

3. Iron Ore Crusher Sized Iron Ore 50 TPH/1000TPD

4 Captive Power Plant Power 30 MW (20 MW WHRB

4 MW BF Gas based (TRT)

6 MW AFBC)

5 Coal Washery Washed Coal (65 %) 40TPH/800TPD Middlings (30%) Rejects (5%)

6 SMS

. Induction Furnace Billets

. Elec. Arc Furnace 2 x30 T

. Ladle Refining Furnace 1x30 T

.Continues Casting M/c. 1x4 Strand

7 Pellet Plant Iron Ore 4,000 TPD Pellet

8 Submerged Silico Management 2x 7.5 MVA Arc Furnace

9 Rolling Mill-1 TMT Rods/ 1 x 38 TPH Bars

10. Rolling Mill-2 Structural .Steel 1 x 38 TPH

11. Galvanizing Plant Galvanized Product 20 TPH

12. Fly Ash Bricks Unit Fly Ash Bricks 4x42 TPD

13. Oxygen Plant Oxygen 4800 NmÂ³/hr

Unit Annual Production in TPA

DRI Kiln 3,00,000

Blast furnace 175 M3 122,500 Hot Metal /36,750 Pig Iron

Iron Ore Crusher 3,00,000

Captive Power Plant -

Coal Washery 2,40,000 (Coal Input)

SMS. Induction Furnace 3,11,040 . Elec. Arc Furnace . Ladle Refining Furnace . Continues Casting M/c.

Pellet Plant 12,00,000

Submerged Arc Furnace 10,200

Rolling Mill-1 2,00,000

Rolling Mill-2 2,00,000

Galvanizing Plant 1.08,000

Fly Ash Bricks Unit 50,400

Oxygen Plant 622 Mn. NmÂ³/year

GREENFIELD PROJECT

The process of land acquisition work for our project at Gangajal, Budhakata, Sundargarh, Odisha is in progress. Further, the Company will signed MoUs for setting up Greenfield projects very shortly with Govt. of Odisha. Discussion with concerned authorities for allotment of land, has been initiated. The environmental clearances for this proposed project has been obtained from the appropriate authorities.

OUTLOOK

Currently, the Steels business account for nearly 100% of its revenues. The outlook for its margins and profitability for this business depends on overall economic outlook. This company is likely to benefit most from an upturn in the business cycle, given its scale of operations and its competitive cost positions. Today, it is truly a market-driven company, making innovative changes and technological improvements, leaving no stone, unturned in fulfilling dreams of its founding fathers, tuning every activity to meet the subtle demands of its customers.

MARKETING ARRANGEMENT

The Company has a Well-organized Marketing Department We have around 80 % market share in Odisha and also catering to outside markets like Bangalore, Hyderabad, Ghaziabad, Raigarh, Raipur, Goa and Kanpur. We are in the process expanding our market plan in India by appointment of Dealers at other major cities across India. We also directly sell to the Customers through our Marketing staffs and agents

DIVIDEND

During the year the Company was successful to reduce the losses accumulated during the past few years, however the Company does not have surplus profits yet. Therefore your directors have expressed inability to recommend dividend for the financial year.

DEPOSITS

Your Company has accepted fixed deposits in term of Section 58A of the Companies Act, 1956. As on March 31, 2014, fixed deposits from the public and shareholders stood at Rs. 1029.12 Lacs which is not due for repayment as on 31.03.2014. There was no overdue deposits as on that date. The company discontinued the acceptance of FD w.e.f. April 1, 2014 to comply with the provisions of Companies Act, 2013 which is inter-alia provides for shareholders approval, appointment of deposits trustee and other requirements. The company seeks the approval of the shareholders to continue accepting / renewing FD in the ensuing AGM, subject to compliance with the statutory requirements.

ISO 9002 CERTIFICATION

Your company is having status of ISO 9002 certification, which is internationally recognized for the production, quality, control and other qualities.

CREDIT RATING

The Company has obtained credit rating from CARE for the financial year 2013.

BRANDING INITIATIVE

The "SHRISTII" brand for its TMT bars are well accepted in the market in varied segments and sectors with wide customer base.

INSURANCE

The Assets of the company are adequately insured against the loss of fire, riot, earthquake, loss of profit etc, and other risk which is considered by management, In addition to this coverage, a statutory public liability insurance policy has been taken to cover by the company for providing against the public liability arising out of industrial accidents for employees working in plants.

INDUSTRIAL RELATIONS AND PERSONNEL

Your Company attaches great importance to human resource. Over a period of time, we have built and nurtured a dedicated and excellent workforce and also recruiting new people in order to meet the revival plans of the company. The processes for attracting, retaining and rewarding talent are well laid down and the systems are transparent to identify and reward performers. Company is committed to the welfare of its people and their families and to improve the quality of their life by providing the required facilities. The Company recognizes the importance and contribution of its people towards achieving the common goal. During the year under the review, industrial relations at all units of the Company continued to be cordial and peaceful.

FINANCE

During the year all the finance commitment were met in time. Liquidity throughout the year was quite comfortable. The company has no unpaid or unclaimed deposit at the end of the year.

BANKERS AND CONSORTIUM ARRANGEMENT

The Company has consortium arrangement of their bankers with State Bank of India as Lead Bank. This consortium arrangement is well defined and take care of company''s term loan and working capital requirement from time to time. The consortium members meet regularly at company office quarterly and also visit company''s plant from time to time.

SAFETY

The company has continued to scale up safety performance at all locations. Safety measures have been strengthened and employees are being trained to think on hazards/risks associated with their job. Systems have been established to make employees responsible and accountable for safety. Good safety performance is being rewarded. While Safety has been included as a corporate value, the main objective is to achieve better standard of safety in the shortest possible time.

HUMAN RESOURCE DEVELOPMENT

The company has been given much emphasis on Human Resources Development and thus has been well recognized in the steel industrial for sound Human Resources Management. The Company has emerged as a true national firm with cosmopolitan atmosphere. The company''s HR polices and process is as well aligned to effectively suit its expanding business horizons and future manpower requirement. This has been achieved by continuously stressing upon training & development, empowerment and creating a compelling work environment and maintaining well structured reward & recognition mechanism. Company is committed to the welfare of its people and their families and to improve the quality of their life by providing the required facilities.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is the continuing commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large. As a part of its policy for corporate social responsibility, the Company is associated with charitable and social activities and thereby playing a pro-active role in the socioeconomic growth. In structuring its efforts to the various aspects of Corporate Social Responsibilities, the Company takes account guidelines and statements issued by stakeholders and other regulatory bodies.

The management has adopted corporate social responsibility (CSR) well at par with its business with the objective of creating wealth in the community with focus on education, heath, water and society. Social welfare, community development, economic and environmental responsibilities are at the core of the CSR of the Company.

INCREASE IN THE AUTHORISED SHARE CAPITAL

Pursuant to Scheme of Merger the Authorised Share Capital of the Scan Steels Limited (formerly M/s. Clarus Infrastructure Realties Limited) the Transferee Company. 18,000,000 equity shares of Rs.10/- each got Combined with Authorised Share Capital of the Company Transferor Company (M/s. Scan Steels Limited) 40,000,000 equity shares of Rs.10/- each results in Combined Authorised Capital of 58,000,000 equity shares of Rs. 10/- each.

The Company has also proposed to increased authorized share capital of the company from Rs. 58,00,00,000/- divided in to 5,80,00,000 equity shares of Rs. 10/- each to Rs. 70,00,00,000/- divided into 7,00,00,000 (Seven Crore) equity shares of Rs. 10/- (Rupee Ten only) each, ranking pari passu with the existing equity shares of the company.

ISSUED/SUBSCRIBED/ PAID UP CAPITAL :

Pursuant to Scheme of Merger Issued, Subscribed and Paid-up Share Capital of the Company shall stand Increased from Rs. 178,003,000 /- (Rupees Seventeen Crore Eighty Lakhs and Three Hundred Only) divided into 17,800,300 (One Crore Seventy Eighty Lakhs Three Hundred Only ) fully paid up Equity Shares of Rs. 10/- (Rupees Ten Only) each, to Rs. 378,003,000/- (Rupees Thirty Seven Crore Eighty Lakhs Three Thousand Only) divided into 37,800,300 (Three Crore Seventy Eight Lakhs three Hundred ) Equity Shares of Rs. 10/- (Rupees Ten Only).

ALLOTMENT OF SHARES

Pursuant to Scheme of Merger for every 10 Equity Shares of Rs.10/-(Rupees Ten only) each held by Shareholders in M/s. Scan Steels Limited, 8.03 Equity Share of Rs. 10/- (Rupees Ten Only) each credited as fully paid-up in the Equity Share Capital of the M/s. Clarus Infrastructure Realties Limited As mentioned in above ratio M/s. Clarus Infrastructure Realties Limited shall issue total 20,000,000 (Two Crore ) Equity Shares of Rs.10/- each aggregating Rs. 200,000,000 /- (Rupees Twenty Crore Only) to the shareholders of M/s. Scan Steels Limited

MERGER UPDATES

High Court of Bombay vide its order dated May 11, 2012 has approved the scheme of merger of M/s. Scan Steels Limited with M/s. Clarus Infrastructure Realties Limited and High Court of Orissa vide its order dated 25th February, 2014 has approved the same. the scheme of amalgamation became effective upon filing of form INC-28 with Registrar of Companies, Maharashtra on 12th August, 2014.

CHANGE OF NAME :

Pursuant to Scheme of Merger the Name of the Company has been changed to M/s. Scan Steels Limited w.e.f 26th September, 2014.

DIRECTORS

a) Mr. Rajesh Gadodia (DIN 00574465), was appointed as an Additional Director designated as the Executive Director with effect from 14th March, 2014. Mr. Rajesh Gadodia will hold office till the date of the forthcoming Annual General Meeting (AGM) and notice has been received from a Member proposing the candidature of Mr. Rajesh Gadodia for being appointed as a Director of the Company.

Further, Mr. Rajesh Gadodia was appointed by Board of Directors as a Managing Director of the Company for a period of Five year with effect from 24/10/ 2014 subject to approval of shareholders of the Company at the ensuing Annual General Meeting.

b) Mr. Nimish Gadodia(DIN 01258815), was appointed as an Additional Director designated as the Executive Director with effect from 14th March, 2014. Mr. Nimish Gadodia will hold office till the date of the forthcoming Annual General Meeting (AGM) and notice has been received from a Member proposing the candidature of Mr. Nimish Gadodia for being appointed as a Director of the Company.

c) Mr. Ajit Kesri (DIN 02401536), was appointed as an Additional Director designated as the Non Executive Director with effect from 14th March, 2014 has resigned and ceased to be Director w. e. f. 24/10/2014. The Board placed on record appreciation of his service to the Company and look forward for his continuance support in future.

d) Mr. Akhilesh Vijaychand Jain (DIN 00027658) has resigned and ceased to be Director w. e. f. 24/10/2014. The Board placed on record appreciation of his service to the Company and look forward for his continuance support in future.

e) Mr. Manakchand Jeevraj Jain (DIN 00292028) has resigned and ceased to be Director w. e. f. 24/10/2014. The Board placed on record appreciation of his service to the Company and look forward for his continuance support in future.

f) Mr. Harsh Jain(DIN 02457584) has resigned and ceased to be Director w. e. f. 24/10/2014. The Board placed on record appreciation of his service to the Company and look forward for his continuance support in future.

g) Mr. Ankur Madaan(DIN 07002199) and Mr. Vinay Goyal (DIN 07002206) who were appointed as an Additional Director w.e.f. 24//10/2014 and designated as the Independent Director and they will hold office till the date of the forthcoming Annual General Meeting (AGM) and notice has been received from members proposing their candidature for being appointed as a Independent directors of the company, pursuant to section 149 and other applicable provisions of the Companies Act, 2013 your directors are seeking appointment of Mr. Ankur Madaan and Mr. Vinay Goyal as Independent Director to hold office for five consecutive years for a term up to the conclusion of the 26th Annual General Meeting of the company and their office shall not be liable to retire by rotation."

h) Mr. Nimish Gadodia(DIN 01258815), was appointed as an Additional Director designated as the Executive Director with effect from 14th March, 2014. Mr. Nimish Gadodia will hold office till the date of the forthcoming Annual General Meeting (AGM) and notice has been received from a Member proposing the candidature of Mr. Nimish Gadodia for being appointed as a Director of the Company.

i) Mr. Ramendra Pratap Singh (DIN

03411893) , was appointed as an Additional Director and designated as the Executive Director w. e. f. 24/10/2014. Mr. Ramendra Pratap Singh will hold office till the date of the forthcoming Annual General Meeting (AGM) and notice has been received from a Member proposing the candidature of Mr. Ramendra Pratap Singh for being appointed as a Director of the Company.

j) Mr. Gobinda Chandra Nayak, appointed as Chief Financial Officer of the Company in compliance with the listing agreement and provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

k) Mr. Prabir Kumar Das, appointed as Company Secretary and Compliance officer of the Company in compliance with the listing agreement and provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 .

Suitable resolutions for appointment / reappointment of Directors, as referred above, will be placed for approval of the members in the forthcoming Annual General Meeting. The brief resume and other information of the concerned directors, in terms of the provisions of clause 49 of the Listing Agreement with stock exchange have been detailed in the notice convening the forthcoming Annual General Meeting.

Your Company has received from the Independent Directors Certificate of Independence, as enumerated in section 149(6) of the Companies Act, 2013.

CODE OF INDEPENDENT DIRECTORS - SCHEDULE - IV

The Board has considered Code of Independent Directors as prescribed in

Schedule IV of the Companies Act, 2013. The code is a guide to professional conduct for independent directors adherence to these standards by independent directors and fulfillment of their responsibility in a professional and faithful manner will promote confidence of the investment community and regulators.

The broad items for code for independent directors are :

(i) Guidelines for Professional conduct.

(ii) Role and Functions.

(iii) Duties

(iv) Manner and process of appointment.

(v) Re-appointment on the basis of report of performance evaluation.

(vi) Resignation or Removal.

(vii) Atleast one Separate meeting of Independent Directors in a year without attendance of non independent directors or members of management.

(viii) Evaluation mechanism of Independent Directors by entire Board of Directors.

KEY MANAGERIAL PERSONNEL

In compliance with the provisions of Section 203 of the Companies Act, 2013 and the requirement of Listing Agreement, the Company has appointed Mr. Rajesh Gadodia as Managing Director, Mr. Prabir Kumar Das, Company secretary & Compliance officer and Mr. Gobinda Chandra Nayak, Chief Financial Officer (CFO) of the company.

SHIFTING OF REGISTERED OFFICE:

The company has transferred its Registered Office from 7/A, 2nd Floor, Beaumoon Chambers, N.M. Road, Fort, MumbaiÂ 400001 ,Maharashtra to Office No. 104-105, E- Square Subhash Road, Opp. Havmor Ice Cream,, Vile Parle (E), Mumbai Â 400057 with effect from 15/06/2014.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your director''s state:

a) That in the preparation of the annual accounts for the year ended 31st March 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That directors 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 as at 31st March 2014 and of the loss of the Company for the year ended on that date.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the annual accounts have been prepared on a going concern basis.

AUDITORS

The Retiring auditors M/s. Motilal &

Associates., Chartered Accountants (Firm''s Registration No. 106584W), Mumbai, retire at the ensuing Annual General Meeting and have expressed their unwillingness to be reappointed for a further term due to their preoccupation of work.

The company has received necessary consent and certificates under Section 139 of the Companies Act, 2013 from M/s. SRB & Associates, Chartered Accountant (Firm''s Registration No. 310009E) of Bhubaneswar for the appointment as statutory auditors of the company to audit the accounts of the company for the five consecutive financial years i.e. up to 2018-19 subject to ratification by members at every AGM. to the effect that their appointment, if made, shall be in accordance with the conditions specified therein and they satisfies the Criteria as prescribed in Section 141 of the Companies Act, 2013.

In view of the above, M/s. SRB & Associates, being eligible for appointment and based on the recommendation of the Audit Committee, the Board of Directors has, at its meeting held on 14th November, 2014, proposed the appointment of M/s. SRB & Associates as the statutory auditors of the Company to hold office for the five consecutive year from the conclusion of this Annual General Meeting until the conclusion of 26th Annual General Meeting (subject to ratification of their appointment at every Annual General Meeting), at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company or committee thereof and the Auditors."

The Auditors'' Report and notes on Accounts are self explanatory and therefore do not call for any further explanation.

COST AUDITORS

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, M/s. Ray, Nayak & Associates, Partner CMA. Chaitanya Kumar Ray, Cost Accountants having office at MIG- 26, Manorama Estate, Rasulgarh, Bhubaneswar Â 751010 (Odisha), has been appointed as Cost Auditors of the Company to carry out the Audit of the Company''s Cost Records for the financial year 2014-2015.

RE-CONSTITUTION OF AUDIT COMMITTEE

Pursuant to Scheme of Merger between Scan Steels Limited ("the Company" or "SSL") and Clarus Infrastructure Realties Limited) ("CIRL"), and as per provision of Clause 49 of the Listing Agreement with the Stock Exchange read with Section 177 of the Companies Act, 2013. Audit Committee is Re-Constituted in the Board Meeting Held on 24/10/2014. Composition and Terms of reference of the Committee is explained in Detail in the Corporate Governance Part of this Annual Report.

VIGIL MECHANISM

In pursuance of Section 177(9) of the Companies Act, 2013 Vigil Mechanism has been Constituted for directors and employees to report genuine concerns and Audit committee shall oversee the vigil mechanism through the committee and provide adequate safeguards against victimization of employees and directors who availed of the vigil mechanism and have a direct access to the chairman of the audit committee in exceptional case.

In case of repeated frivolous complaints being filed by the director or an employee the audit committee may take suitable action including reprimand if necessary.

CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has already constituted the Shareholders and Investors Grievance Committee. But According to 178 (5) of the Companies Act 2013, the company is required to constitute a Stakeholders Relationship Committee.

In view of the above provision, the company has changed the name of the Shareholders and Investors Grievance Committee to Stakeholders Relationship Committee. Further, the membership of the company has also changed in light of the above provisions. Composition and Terms of Reference of which is Detailed in Corporate Governance Report Part of this Annual Report.

CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILIT Y COMMITTEE

Scan Steels''s commitment towards excellence in Health, Safety and Environment is one of the company''s core values by complying with the Laws and Regulations first, and then going beyond the mandate to keep our planet safe for future generations. Minimizing the environment impact of our operations assumes utmost priority.

The company is unwavering in its policy of ''''safety of persons overrides all production targets'''' which drives all employees to continuously break new grounds in safety management for the benefit of the people, property, environment and the communities in which Scan Steels operates. Our dedicated measures by conducting the Risk Assessment, Identification of significant environment aspects of all manufacturing plants and signatory commitment of Responsible Care, Greatest emphasis is given to safety measures for minimizing accidents and incidents.

In View of the above The Board has Constituted Corporate Social Responsibility Committee to Comply the Section 135 of the Companies Act 2013 in the Board Meeting Held on 24/10/2014. Composition of which is Detailed in Corporate Governance Report Part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Corporate Governance Report and the Managing Director''s and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

MANAGEMENT RESPONSIBILITY

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause Â 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

EXTENSION OF ANNUAL GENERAL MEETING

Company has decided in its Board Meeting Held on 30/08/2014 to make an application to the Registrar of Companies for extension of time for holding the 21st Annual General Meeting on or before December 31, 2014 i.e extension for a period of 3 months" from 1st October 2014 to 31st December 2014 on the grounds that scheme of merger/ amalgamation is pending and ROC Mumbai on Application made by company dated 12/09/2014 requesting for Extension of AGM had approved for Extension of AGM for the Year ended March 31, 2014, Up to December 30, 2014 vide there Approval Letter Dated 23/09/2014.

LISTING ON STOCK EXCHANGE

The Company continues to remain listed with Bombay Stock Exchange Limited and annual listing fee for the same has been paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of the energy conservation and research and development activities undertaken by Scan Steels Limited along with the information in accordance with the provisions of Section 217(1)(e) of the companies act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988, are provided as an annexure to the Directors'' Report.

INDUSTRIAL RELATIONS

During the year under review, your Company had cordial and harmonious industrial relations at all levels of the Organization.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees receiving remuneration of or in excess of limits prescribed as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to their continued support in future.

For and on behalf of the Board of Scan Steels Limited

Sd/- Rajesh Gadodia, Managing Director (DIN: 00574465)

Date: 14th November, 2014 Sd/- Nimish Gadodia, Director Place: Rajgangpur (DIN: 01258815)

Mar 31, 2013

To, The Members of Clarus Infrastructure and Realties Limited

The Directors have pleasure in presenting the 20th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars 2012-2013 2011-2012

Total Income 1606.21 7372.70

Less : Total Expenditure 1872.68 7757.00

Profit / (Loss) before Tax (266.47) (384.30)

Tax Expenses 0.04 0.66

Profit / (Loss) for the year (266.43) (383.64)

DIVIDEND

Due to losses, the Directors do not recommended any dividend for the financial year under review.

DEPOSITS

The Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under during the year under review.

MERGER UPDATES

High Court of Bombay vide its order dated May 11, 2011 has approved the scheme of merger of M/s. Scan Steels Limited with M/s. Clarus Infrastructure Realities Limited, however approval from High Court of Orissa is still to be obtained.

DIRECTORS

Mr. Akhilesh Jain, who retires by rotation and being eligible, offers himself for re - appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your director''s state:

a) That in the preparation of the annual accounts for the year ended 31st March 2013; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That directors 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 as at 31st March 2013 and of the loss of the Company for the year ended on that date.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. Tushar Parekh and Co., Chartered Accountants, Mumbai the Statutory Auditor''s of the company will retire at the conclusion of ensuing Annual General Meeting and unwilling for re-appointment. M/s. Motilal & Associates Chartered Accountant, Mumbai has given their consent to act as an auditor, if appointed in the forth coming Annual General Meeting.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance has been provided in the Annual Report. Certificate from Practising Company Secretary form an annexure to this report.

LISTING ON STOCK EXCHANGE

The Company continues to remain listed with Bombay Stock Exchange Limited and annual listing fee for the same has been paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Details with regards to conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company.

INDUSTRIAL RELATIONS

During the year under review, your Company had cordial and harmonious industrial relations at all levels of the Organization.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees receiving remuneration of or in excess of limits prescribed as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

The Directors are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance during the year.

For and on behalf of the Board

Place : Mumbai Manakchand Jain Harsh Jain

Date : August 13, 2013 (Director) (Director)

Mar 31, 2012

To, The Members of Clarus Infrastructure and Realties Limited

The Directors have pleasure in presenting the 19th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Particulars 2011-2012 2010-2011

Total Income 7372.70 4704.52

Less : Total Expenditure 7757.00 4976.94

Profit / (Loss) before Tax (384.30) (272.42)

Tax Expenses

Deferred Tax - 0.03

Excess Provision for Tax 0.66 0.04

Profit/(Loss) for the year from continuing operations (383.64) (272.49)

PMPENP

Due to acumulated losses, the Directors regret their inability to recommend any dividend for the financial year under review.

DEPOSITS

The Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under during the year under review.

MERGER UPDATES

The Hon'ble High Court of Bombay vide its order dated May 11, 2012 has approved the scheme of merger of M/s. Scan Steels Limited with M/s. Clarus Infrastructure Realities Limited, however approval from High Court of Orissa is still to be obtained.

DIRECTORS

There is no change in the constitution of the Board of Directors of the Company. During the year under Reviewed.

In terms of the provision of companies Act, 1956 and Article of Association of the Company, Mr. Manakchand Jain, who retires by rotation and being eligible, offers himself for re - appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your director s state:

a) That in the preparation of the annual accounts for the year ended 31st March 2012; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That directors 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 as at 31st March 2012 and of the loss of the Company for the year ended on that date.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. Tushar Parekh and Co., Chartered Accountants, Mumbai will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

AUDITORS REPORT

In respect of observation made by the Auditors in their Report, your Directors wish to state that the respective notes to the accounts are self-explanatory, and do not call for any further comments.

CORPORATE GOVERNANCE REPORT

A separate report on corporate governance along with Auditor s certificate on its compliance is attached to this report.

LISTING ON STOCK EXCHANGE

The Company continues to remain listed with Bombay Stock Exchange Limited and annual listing fee for the same has been paid.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees receiving remuneration of or in excess of limits prescribed as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Details with regards to conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company.

INDUSTRIAL RELATIONS

During the year under review, your Company had cordial and harmonious industrial relations at all levels of the Organization.

ACKNOWLEDGEMENT

The Directors are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance during the year.

For and on behalf of the Board

Place : Mumbai Manakchand Jain Harsh Jain

Date : November 1, 2012 (Director) (Director)

Mar 31, 2010

The Directors are pleased to present the 17lh Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2010. SUMMARISED FINANCIAL RESULTS:

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year ended Year ended

31.3.2010 31.3.2009

Profit/(Loss) before Interest and Depreciation 418.65 (265.64)

Less: Interest 10.00 0.04

Depreciation 0.22 0.22

Profit/ (Loss) before tax 408.44 (265.9)

Tax Provision 73.68 (3.77)

Profit/ (Loss) after tax 334.67 (262.20)

Balance brought forward from previous year (520.12) (257.92)

Balance carried forward (185.45) (520.12)

2. THE YEAR UNDER REVIEW

In view of new stable government and its growth oriented policies the market during the year 2009- 2010 bounced back and the company witnessed a substantial growth rate with a profit before tax of 408.44 Lakhs as compared to the high loss of 265.9 Lakhs during the previous year.

3. MERGER

Your directors considered the proposition of a scheme of arrangement with M/S Scan Steel Limited . Under this .scheme of arrangement Scan Steel Limited a renowned steel company mainly into re-rolling, Iron bar and having an integrated Steel Plant located at Rajgangpur, Orissa decided to merge with your company. The Networth of the company is more than Rs. 180 Cr. The Board based on the method of Networth valuation decided to amalagmate both the companies in the near future subject to your approval and compliance of other statutory permissions,

After this merger the netwoth of the mergered company will be more than Rs 200Cr. The member will immensely benefit out of this scheme of arrangement. Today in the steel industry scan steel has a name to trust.

4. ENERGY.TECHNOLOGYANDFOREIGNEXCHANGE:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY: The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken.

B) RESERCH DEVELOPMENT ACTIVITIES: Continuous efforts are being made to improve reliability and quality through in-house R&D efforts.

C) TECHNOLOGY ABSORPTION: The Company is equipped with technologies to meet the present requirements.

D) FOREIGN EXCHANGE EARNINGS & OUTGO: NIL

5. FIXED DEPOSITS

The Company neither has accepted nor renewed any fixed deposit during the year under review.

6. CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices. Being a value driven organization, the companys good corporate governance practices and the disclosures are need based duly complied with the statutory and the regulatory requirements of the Companies Act, 1956, together with all the regulations of the Listing Agreement and all the others applicable laws. The Companys Corporate Governance policies and the practices are also in accordance with the Clause 49 of the Listing Agreement

7. DIRECTORS

Shri Akhilesh Jain is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re - appointment.

8. DIVIDEND

In view of the carry forward losses incurred in the earlier years, the board regrets its inability to declare any dividend for the year under review.

9. AUDITORS REPORT

Relevant notes on accounts are self-explanatory and are as per Annexure to the Auditors Report.

10. PERSONNEL

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

11. AUDITORS

The retiring Auditors M/s. Tushar Parekh & Associates., Chartered Accountants, Mumbai, hold office till the conclusion of this Annual General Meeting. They have furnished a certificate to the effect that the proposed re-appointment, if made, will be in accordance with the limits specified U/s. 224(1 B) of the Companies Act, 1956.

12. HUMAN RESOURCES

Your Directors would like to place on record their deep appreciation of all employees for rendering quality services to every constituent of the company.

13. DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31s1 March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

14. ACKNOWLEDGEMENTS

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year

On behalf of the Board of Directors.

Place: Mumbai Manakchand Jain Harsh Jain

Dated : 13,th August, 2010 DIRECTOR DIRECTOR

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Directors Report of Scan Steels Ltd.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

('' n Lacs)

ACCOUNTING STANDARDS

OVERVIEW

DIVIDEND

LISTING OF EQUITY SHARES

PROSPECTS

MANAGEMENT DISCUSSION AND ANALYSIS

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOREDUCTION AND PROTECTION FUND

TRANSFER TO RESERVE

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

*w.e.f Quarter ended on March 31, 2025.

FIXED DEPOSITS COVERED UNDER CHAPTER V OF THECOMPANIES ACT, 2013

The details of deposits which are not in compliance withthe requirements of Chapter V of the Act -

CHANGE IN THE NATURE OF BUSINESS, IF ANY

INTERNAL CONTROL SYSTEMS AND AUDIT OVERVIEW

INTERNAL CONTROL

INTERNAL AUDIT

INTERNAL FINANCIAL CONTROLS

PARTICULARS OF CONTRACTS OR ARRANGEMENTSWITH RELATED PARTIES

(Note: Company has no subsidiaries hence provisionsrelated to subsidiary companies are not applicable.)

ISO CERTIFICATION

CREDIT RATING

BRANDING INITIATIVE

INSURANCE

CUSTOMER RELATIONSHIP

BANKERS AND CONSORTIUM ARRANGEMENT

ENVIRONMENT, HEALTH AND SAFETY

CYBER SECURITY

HUMAN RESOURCE DEVELOPMENT AND PERSONNEL

CORPORATE SOCIAL RESPONSIBILITY

CORPORATE GOVERNANCE

SHARE CAPITAL

Authorised Share Capital

BOARD OF DIRECTORS AND KEY MANAGERIALPERSONNEL (KMP)

Composition

Directors retiring by rotation

Senior Management - Key Managerial Personnel

Familliarisation Programme for Independent Directors

Separate Independent Director Meeting

BOARD ANNUAL EVALUATION

MANAGERIAL REMUNERATION

CODE OF INDEPENDENT DIRECTORS - SCHEDULE - IV

The broad items for code for independent directors are:

BOARD DIVERSITY

SCAN STEELSâS CODE OF CONDUCT FOR THEPREVENTION OF INSIDER TRADING

COMPLIANCE WITH CODE OF ETHICS FOR BOARD OFDIRECTORS AND SENIOR EXECUTIVES

SECRETARIAL STANDARDS

DIRECTORâS RESPONSIBILITY STATEMENT

AUDITORS AND AUDITORâS REPORT

Statutory Auditor & their Audit Report

Cost Auditor & Audit Report

The Cost Audit Report for the financial year ended March31, 2024 was filed in XBRL mode on September 22,2024.

Secretarial Auditor & their Audit Report

Internal Auditors

COMMITTEES OF THE BOARD

Risk Management

Corporate Social Responsibility Committee

VIGIL MECHNISM

E-VOTING FACILITY AT AGM

DISCLOSURES:

Number of Meetings of The Board of Directors

Particulars of Loans, Guarantees or Investments UnderSection 186

CAUTIONARY STATEMENT

ACKNOWLEDGEMENT

For and on Behalf of the Board of DirectorsScan Steels Limited

Sd/- Sd/

FINANCIAL HIGHLIGHTS / RESULTS

INDIAN ACCOUNTING STANDARD (IND AS)

RESULTS OF OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

PRODUCTION & TURNOVER / SALES

OUTLOOK

MARKETING ARRANGEMENT

ENVIRONMENT

CLIMATE CHANGE

RESEARCH AND DEVELOPMENT

DIVIDEND

PROSPECTS

MANAGEMENT DISCUSSION AND ANALYSIS

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCTION AND PROTECTION FUND

DETAILS OF SUBSIDIARY/JOINT VENTURES/
ASSOCIATE COMPANIES

FIXED DEPOSITS COVERED UNDER CHAPTER V OF THE
COMPANIES ACT, 2013

The details of deposits which are not in compliance with
the requirements of Chapter V of the Act -

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

(Note: Company has no subsidiaries hence provisions
related to subsidiary companies are not applicable.)

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMP)

SCAN STEELSâS CODE OF CONDUCT FOR THE
PREVENTION OF INSIDER TRADING

COMPLIANCE WITH CODE OF ETHICS FOR BOARD OF
DIRECTORS AND SENIOR EXECUTIVES

DIRECTORâS RESPONSIBILITY STATEMENT

AUDITORS AND AUDITORâS REPORT

The Cost Audit Report for the financial year ended March
31, 2024 was filed in XBRL mode on September 22,
2024.

Particulars of Loans, Guarantees or Investments Under
Section 186

For and on Behalf of the Board of Directors
Scan Steels Limited

SCAN STEELSâS CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

AUDITORS AND AUDITORâS REPORT

AUDITORSâ REPORT