i) Provisions are made when (a) the Company has a present legal or constructive obligation as a result of past events; (b) itis probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and (c) areliable estimate is made of the amount of the obligation.
ii) Contingent liabilities are not provided for but are disclosed by way of Notes on Accounts. Contingent liabilities are disclosedin case of a present obligation from past events (a) when it is not probable that an outflow of resources will be required tosettle the obligation;(b) when no reliable estimate is possible;(c) unless the probability of outflow of resources is remote.
iii) Contingent assets are not accounted but disclosed by way of Notes on Accounts where the inflow of economicbenefits is probable.
i) The Normal Operating Cycle for the Company has been assumed to be of twelve months for classification of its various assetsand liabilities into "Current" and "Non-Current".
ii) The Company presents assets and liabilities in the balance sheet based on current and non-current classification.
iii) An asset is current when it is (a) expected to be realized or intended to be sold or consumed in normal operating cycle; (b)held primarily for the purpose of trading; (c) expected to be realized within twelve months after the reporting period; (d)Cash and cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months afterthe reporting period. All other assets are classified as non-current.
iv) A liability is current when (a) it is expected to be settled in normal operating cycle; (b) it is held primarily for the purpose oftrading; (c) it is due to be discharged within twelve months after the reporting period; (d) there is no unconditional right todefer the settlement of the liability for at least twelve months after the reporting period. All other liabilities are classifiedas non-current.
i) A related party is a person or entity that is related to the reporting entity preparing its financial statements
(a) A person or a close member of that person's family is related to reporting entity if that person;
(i) Has control or joint control of the reporting entity;
(ii) Has significant influence over the reporting entity; or
(iii) Is a member of the key management personnel of the reporting entity or of a parent of the reporting entity.
(b) An entity is related to a reporting entity if any of the following conditions applies;
(i) the entity and the reporting entity are members of the same group (which means that each parent, subsidiary andfellow subsidiary is related to the others);
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of agroup of which the other entity is a member);
(iii) Both entities are joint ventures of the same third party;
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity;
(v) The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or anentity related to the reporting entity;
(vi) The entity is controlled or jointly controlled by a person identified in (a);
(vii) A person identified in (a)
(i) Has significant influence over the entity or is a member of the key management personnel of the entity(or of
a parent of the entity);
(viii) The entity, or any member of a group of which it is a part, provides key management personnel services to thereporting entity or to the parent of the reporting entity.
ii) A related party transaction is a transfer of resources, services or obligations between a reporting entity and a related party,regardless of whether a price is charged.
Close members of the family of a person are those family members who may be expected to influence, or be influenced by,that person in their dealings with the entity.
Compensation includes all employee benefits i.e. all forms of consideration paid, payable or provided by the entity, or onbehalf of the entity, in exchange for services rendered to the entity. It also includes such consideration paid on behalf of aparent of the entity in respect of the entity.
Key management personnel are those persons having authority and responsibility for planning, directing and controllingthe activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.
iii) Disclosure of related party transactions as required by the accounting standard is furnished in the Notes onFinancial Statements.
i) Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders bythe weighted average number of equity shares outstanding during the period.
ii) For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equityshareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of alldilutive potential equity shares.
The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a leaserequires significant judgment. The Company uses significant judgement in assessing the lease term (including anticipatedrenewals) and the applicable discount rate. The Company determines the lease term as the non-cancellable period of a lease,together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise thatoption; and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option.In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option toterminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company to exercisethe option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there isa change in the non-cancellable period of a lease.
The preparation of the Standalone Financial Statements requires management to make judgements, estimates and assumptionsthat affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and thedisclosure of contingent liabilities at the date of the financial statements. Estimates and assumptions are continuously evaluatedand are based on management's experience and other factors, including expectations of future events that are believed to bereasonable under the circumstances. Uncertainty about these assumptions and estimates could result in outcomes that require amaterial adjustment to the carrying amount of assets or liabilities affected in future periods.
In the process of applying the Company's accounting policies, management has made the following judgements, whichhave the most significant effect on the amounts recognized in the standalone financial statements:
Currency of the primary economic environment in which the Company operates ("the functional currency") is IndianRupee (?) in which the company primarily generates and expends cash. Accordingly, the Management has assessed itsfunctional currency to be Indian Rupee (?).
The evaluation of applicability of indicators of impairment of assets requires assessment of external factors (significantdecline asset's value, significant changes in the technological, market, economic or legal environment, market interestrates etc.) and internal factors (obsolescence or physical damage of an asset, poor economic performance of the assetetc.) which could result in significant change in recoverable amount of the Property, Plant and Equipment.
Information about estimates and assumptions that have the significant effect on recognition and measurement of assets,liabilities, income and expenses is provided below. Actual results may differ from these estimates.
Property, Plant and Equipment/ Intangible Assets are depreciated/amortised over their estimated useful lives, aftertaking into account estimated residual value. The useful lives and residual values are based on the Company's historicalexperience with similar assets and taking into account anticipated technological changes or commercial obsolescence.Management reviews the estimated useful lives and residual values of the assets annually in order to determine theamount of depreciation/amortisation to be recorded during any reporting period. The depreciation/amortisation forfuture periods is revised, if there are significant changes from previous estimates and accordingly, the unamortised/depreciable amount is charged over the remaining useful life of the assets.
In the normal course of business, Contingent Liabilities may arise from litigation and other claims against the company.Potential liabilities that are possible but not probable of crystallising or are very difficult to quantify reliably are treatedas contingent liabilities. Such liabilities are disclosed in the Notes but are not recognised. Potential liabilities that areremote are neither recognised nor disclosed as contingent liability. The management decides whether the mattersneed to be classified as 'remote', 'possible' or 'probable' based on expert advice, past judgements, experiences etc.
The evaluation of applicability of indicators of impairment of assets requires assessment of external factors (significantdecline in asset's value, economic or legal environment, market interest rates etc.) and internal factors (obsolescenceor physical damage of an asset, poor economic performance of the idle assets etc.) which could result in significantchange in recoverable amount of the Property, Plant and Equipment and such assessment is based on estimates, futureplans as envisaged by the Group.
Provisions and liabilities are recognised in the period when it becomes probable that there will be a future outflow offunds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing ofrecognition and quantification of the liability requires the application ofjudgement to existing facts and circumstances,which can be subject to change. The carrying amounts of provisions and liabilities are reviewed regularly and revised totake account of changing facts and circumstances.
Security Premium : Securities premium is used to record premium received on issue of shares. The reserve is utilised in accordancewith the provisions of the Companies Act, 2013.
Capital Redemption Reserve : As per Companies Act, 2013, capital redemption reserve is created when company purchases its ownshares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capitalredemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013
Retained Earnings : Retained Earnings are the profits and gains that the Company has earned till date, less any transfer to generalreserve, dividends or other distributions paid to shareholders.
Capital Reserve : The Company recognises profit and loss on purchase, sale, issue or cancellation of the Company's own equityinstruments to capital reserve.
The above deposit is secured by way of first charge and mortgage of immovable property situated at Surevy no 316 (old block/ survey no 245/ paikee ) together factory building thereon situated at Bharpur , Taluka Gandhidham District -Kutch .FurtherSecured by way of movable assets excluding current assets but including movable plant and machinery , machinery spares, toolsand accessories , furniture and fixtures, vehicles and all other movable assets excluding current assets located on land situated atsurvey no 316 (old block / survey 245/paikee ) both present and future.
Secured by way of first & exclusive charge on all existing and future immovable fixed assets i.e. Land & building located at RevenueSurvey No 337,324,433,319,316,325 & 315 ( Old survey no 103,105,106,137,140,141,147/1,245/37,245/39) Village Bharapar , TalukaGandhidham, District Kutch 370201, Land measuring 731739 square meter owned by Company further secured by the way of first& exclusive charge on all existing and future current assets of the company except current assets owned by /charged to M/s AIAEngineering Ltd.
b) Further secured by way of personal guarantees of Shri Rajendrabhai V. Shah, Shri Karan Shah and Corporate guaranteeof M/s Shah Alloys Ltd
It is not practical for the company to estimate the timing of cash outflows, if any, in respect of the above pending resolution of therespective proceedings as it is determinable only on receipt of judgments/decisions pending with various forums/authorities.
The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions arerequired and disclosed as contingent liabilities applicable, in its financial statements. The company does not expect the outcomeof these proceedings to have materially adverse impact on its financial results.
Estimated amount of contracts, remaining to be executed on capital account and not provided for Rs.Nil net of advance (PreviousYear: Rs.Nil ).
Commercial Tax Department has challenged by way of Tax Appeal before Supreme Court, the order of Gujarat High Courtwherein Judgment of Joint Commissioner of Commercial Tax (Legal) was quashed and decided that non cooking coal used in themanufacturing process for Sponge Iron as raw material and eligible for ITC under Section 11 (3)(b). The result of the appeal willdecide whether company has to claim amount of ITC or refund ITC already taken. However, amount of contingent liability cannotbe ascertained.
The Company is manufacturing Ferro Alloys & Sponge Iron, which is basically used in Iron & Steel Industry. Further power generatedin the company in its power plant is used for captive as well as trading purpose. In view of this, the company has to consider "Iron& Steel" and "Power" as Primary Reportable business segment, as per Indian Accounting Standard - 108 'Operating Segments'Reporting. However, due to substantial competition, risk, on-going position of Company and largely in the interest of the Companyas well as interest of the stake holders involved, management has not made disclosure of Primary Reportable segment as perIndian Accounting Standard - 108 'Operating Segments'. All the assets are located in the company's country domicile.
Four customers have contributed 10% or more to the company's revenue for 2024-25 Amounting to Rs.37110.55 Lakh (IncludingGST) and in 2023-24 Two customers have contributed 10% or more to the company revenue amounting to Rs. 45708.20 Lakh.(Including GST)
- Capital Management
The company's objective when managing capital is to:
- Safeguard its ability to continue as a going concern so that the Company is able to provide maximum return to stakeholdersand benefits for other stakeholders.
- Maintain an optimal capital structure to reduce the cost of capital.
This note provides information about how the Company determines fair values of various financial assets.
Management considers that the carrying amounts of financial assets and financial liabilities recognized in the financialstatements approximate their fair values.
While ensuring liquidity is sufficient to meet Company's operational requirements, the Company's financial managementcommittee also monitors and manages key financial risks relating to the operations of the Company by analyzing exposuresby degree and magnitude of risks. These risks include market risk (including currency risk and price risk), credit risk andliquidity risk.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes inmarket prices. Market risk comprises two types of risk: interest rate, currency risk and other price risk, such as commodityprice risk and equity price risk. Financial instruments affected by market risk include FVTPL investments, trade payables,trade receivables, etc.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes inforeign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to theCompany's operating activities. The Company has a treasury department which monitors the foreign exchange fluctuationson the continuous basis and advises the management of any material adverse effect on the Company.
The Company's interest rate risk arises from the Long-Term Borrowings with fixed rates. The Company's fixed rates borrowingsare carried at amortized cost.
The Company manages liquidity risk by maintaining sufficient cash and cash equivalents including bank deposits andavailability of funding through an adequate amount of committed credit facilities to meet the obligations when due.
Management monitors rolling forecasts of liquidity position and cash and cash equivalents on the basis of expected cashflows. In addition, liquidity management also involves projecting cash flows considering level of liquid assets necessary tomeet obligations by matching the maturity profiles of financial assets & liabilities and monitoring balance sheet liquidity ratios.
The following tables detail the Company's remaining contractual maturity for its non-derivative financial liabilities withagreed repayment periods. The information included in the tables have been drawn up based on the undiscounted cashflows of financial liabilities based on the earliest date on which the Company can be required to pay. The contractual maturityis based on the earliest date on which the Company may be required to pay.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leadingto a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables).
An impairment analysis is performed at each reporting date on an individual basis for all the customers. In addition, a largenumber of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The maximumexposure to credit risk at the reporting date is the carrying value of trade receivables disclosed in Note 3 as the Companydoes not hold collateral as security. The Company has evaluated the concentration of risk with respect to trade receivablesas low, as its customers are located in several jurisdictions and industries.
The Company has made assessment of Allowance for Credit Loss in respect of Trade Receivables. The Company has analyzedits trade receivables for gaining analysis and grouped them accordingly and then applied ear wise percentage to calculatethe amount of Allowance for Credit Loss in respect of the same.
(i) Defined Contribution Plan: Employee benefits in the form of Provident Fund are considered as defined contribution planand the contributions to Employees Provident Fund Organization established under The Employees Provident Fund andMiscellaneous Provisions Act 1952 and Employees State Insurance Act, 1948, respectively, are charged to the profit and lossaccount of the year when the contributions to the respective funds are due.
(ii) Defined Benefit Plan: Retirement benefits in the form of Gratuity are considered as defined benefit obligation and are providedfor on the basis of third party actuarial valuation, using the projected unit credit method, as at the date of the Balance Sheet.
Every Employee who has completed five years or more of service is entitled to Gratuity on terms not less favorable than theprovisions of The Payment of Gratuity Act, 1972.
As the Company has not funded its liability, it has nothing to disclose regarding plan assets and its reconciliation.
(iii) Major risk to the plan
I have outlined the following risks associated with the plan:
It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:
Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into anincrease in Obligation at a rate that is higher than expected.
Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than theGratuity Benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, theacceleration of cash flow will lead to an actuarial loss or gain depending on the relative values of the assumed salarygrowth and discount rate.
Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption than theGratuity Benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vestedas at the resignation date.
For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be thefair value of instruments backing the liability. In such cases, the present value of the assets is independent of the futurediscount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changesin the discount rate during the inter-valuation period.
Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. Ifsome of such employees resign/retire from the company there can be strain on the cash flows.
Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. Oneactuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money.An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. Thisassumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposedto fluctuations in the yields as at the valuation date.
Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higherbenefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same willhave to be recognized immediately in the year when any such amendment is effective.
(vii) The above details are certified by the actuary.
35. Certain Balance of Debtors, Creditors, is non- moving / sticky since last 3 years. However, in view of the management, the same isrecoverable / payable. Hence no provision for the same is made in the books of accounts.
36. In the opinion of the Board of Directors, the current assets, loans and advances are approximately of the value stated, if realizedin the ordinary course of business and the provisions for depreciation and all known and ascertained liabilities are adequate andnot in excess of the amounts reasonably necessary.
37. The balance confirmations from the suppliers and customers have been called for, but the same are awaited till the date of audit.Thus, the balances of receivables, advance from customers and trade payables have been taken as per the books of accountssubmitted by the management of the company and are subject to confirmation from the respective parties.
39 As stated by the Management, the Company has not recognized any Impairment of entire Capital Work in Progress (CWIP) of Rs.100.94 lakhs for the year ended on 31/03/2025. The management has assessed the carrying amount of CWIP based on expectedfuture economic benefits. The management believes that the carrying value of CWIP is recoverable and does not warrant anyimpairment as of the year ended on 31/03/2025.
40. As stated & Confirmed by the Management, the company does not have details w.r.t MSME Vendors as prescribed under MSMEAct, 2006 which states as specified Companies (Furnishing of information about payment to micro and small enterprise suppliers)Order 2019 and hence the company has not provided the same.
41. As stated by the Management, the company has not made provision for Electricity Duty of Rs. 314.28 lakhs in the books of accountsfor the year ended on 31st March, 2025.
42. During the year under review, the company has written back creditors amounting to Rs 44.71 lakhs. As per the management thesame is not payable, accordingly they have been written back and credited to statement of Profit and loss account as Other Income.
43. Previous year figures have been re-grouped / rearranged, wherever necessary to make them comparable with those of current year.
44. The financial statements were authorized for issue by the directors on 30th May, 2025.
Based on the average net profits of the Company after computation of Net Profit as per Section 198 of the Companies Act,2013 for the preceding three financial years, the Company is not required to spend any amount on CSR activities during thefinancial year 2024-25
46. In order to buy peace of mind and to put an end to the litigation, the Company has entered into a Settlement Agreement withShreenidhi Trading Company a creditor who had initiated legal proceedings against the Company. The Company has agreed topay a settlement amount of Rs 510.00 Lakhs, to the said alleged creditor against the principal outstanding of Rs 94.41 Lakhs. Thus,the balance amount of Rs. 415.59 Lakhs is shown as "Exceptional Item" in the statement of profit and loss for the year ended on31st March 2025.
As stated, & confirmed by the Board of Directors, The Company does not have any such transaction which is not recorded in thebooks of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income TaxAct, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
As stated & confirmed by the Board of Directors, The Company does not have any Benami property, where any proceeding hasbeen initiated or pending against the Group for holding any Benami property
As stated, & Confirmed by the Board of Directors, the Company has not advanced or loaned or invested funds to any other person(s)or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a) directly or indirectly lend or invest in other persons or entity(ies) identified in any manner whatsoever by or on behalf of thecompany (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
As stated, & Confirmed by the Board of Directors, the Company has not received any fund from any person(s) or entity(ies), includingforeign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theFunding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
As stated, & Confirmed by the Board of Directors, The Company has not been declared willful defaulter by the bank during theyear under review.
As stated, & Confirmed by the Board of Directors, the company has not under taken any transactions nor has outstanding balancewith the company Struck Off either under section 248 of the Actor under Section 560 of Companies act 1956.
As stated, & Confirmed by the Board of Directors. The Company has not traded or invested in Crypto Currency or Virtual Currency.
As informed and confirmed by the Board of Directors, the Company has complied with the number of layers prescribed underclause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
As stated, & confirmed by the Board of Directors, The Company has not applied for any scheme of Arrangements under sections230 to 237 of the Companies Act 2013.
57. The Company has assessed internal and external information upto the date of approval of the audited financial statements whilereviewing the recoverability of assets, adequacy of financial resources, Performance of contractual obligations, ability to servicethe debt and liabilities etc. Based on such assessment, the company expects to fully recover the carrying amounts of the assetsand comfortably discharge its debts and obligations. Hence the management does not envisage any material impact on theaudited financial statements of the company for the year ended on 31st March 2025.
58. As stated, & Confirmed by the Board of Directors, The company has not been sanctioned any term loan during the year not thereis outstanding term loans as at 31st March 2025.
59. As stated, & Confirmed by the Board of Directors, the Property, plant and equipment is in the name of the company.
60. As stated, & confirmed by the board of Directors, the company has not revalued its Property, Plant and Equipment and intangibleassets during the year under review.
The performance obligation is satisfied upon delivery of the finished goods and payment is generally due within 1 to 3months from delivery. The performance obligation to deliver the finished goods is started after receiving of sales order. Thecustomer can pay the transaction price upon delivery of the finished goods within the credit period, as mentioned in thecontract with respective customer.
Notes referred to herein above form an integral part of the Financial Statements.
As per our report of even date attached.
For Parikh & Majmudar For and on behalf of the Board of Directors,
Chartered Accountants SAL Steel Limited
(Firm Regn.No.107525W)
UDIN : 25107628BMHGBN3520
CA Satwik Durkal Chairman Whole Time Director cum CFO
Partner DIN: 0020904 DIN: 01484213
Membership No. : 107628
Place : Ahmedabad Whole Time Director Company Secretary
Date : 30th May, 2025 DIN: 09482143