To
The Members,
Sambhv Steel Tubes Limited
Your Directors have pleasure in presenting their 8th Annual Report of Sambhv
Steel Tubes Limited on business and operation of your company along with the audited
Consolidated and Standalone Financial Statements for the Financial Year ended March 31,
2025.
1. FINANCIAL PERFORMANCE :
The Audited Financial Statements of your Company as on March 31, 2025, are prepared in
accordance with the relevant applicable Indian Accounting Standards ("IND AS")
and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the
provisions of the Companies Act, 2013 ("Act"). The key highlights of Standalone
and Consolidated financial performance for the year ended March 31, 2025, as compared with
the previous year is summarized below:
(Amt. in Million)
Financial Results |
Standalone |
Consolidated |
|
2024 – 25 |
2023 – 24 |
2024 – 25 |
2023 – 24* |
| Revenue from Operations |
15,113.55 |
12,857.57 |
15,113.55 |
- |
| Other Income |
64.88 |
36.18 |
53.46 |
- |
Total Revenue |
15,178.43 |
12,893.75 |
15,167.01 |
- |
Profit before Depreciation, Finance Costs and Tax Expense |
1,611.19 |
1,634.90 |
1,598.28 |
- |
| Less : Finance Cost |
477.78 |
318.15 |
472.94 |
- |
| Depreciation & Amortization |
343.83 |
209.10 |
343.54 |
- |
| Exceptional Items |
- |
- |
- |
- |
Share of profit / (loss) of equity accounted investees (net of tax) |
- |
- |
(0.01) |
- |
| Profit Before Tax (PBT) |
789.58 |
1,107.65 |
781.79 |
- |
| Less: Tax Expenses |
209.14 |
283.26 |
209.14 |
- |
| Profit After Tax (PAT) |
580.44 |
824.39 |
572.65 |
- |
| Paid Up Share Capital |
2,410.02 |
2,410.02 |
2,410.02 |
- |
| Reserves & Surplus |
2,550.44 |
1,972.80 |
2,543.39 |
- |
Earnings Per Share (EPS) (Face Value Per Share Rs10/- Each) |
2.41 |
3.79 |
2.38 |
- |
Note: All Figures are in millions except Earnings Per Share.
*There were no subsidiary and associate companies for the Financial Year 2023-24
2. DIVIDEND: i. Dividend Distribution Policy
In terms of Regulation 43A of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, the board of directors of the company has formulated and adopted the
dividend distribution policy (the "Policy"). The copy of Policy is available on
website of company at https://sambhv.com/ corporate-governance/
ii. Dividend
In the view of the requirements of own funds for expansion of business of the company,
the directors of the company does not recommended dividend for the Financial Year Ended on
March 31, 2025.
3. TRANSFER TO RESERVE :
No amount is proposed to be transferred to the reserves during the year under review.
4. OPERATIONS & PERFORMANCE OVERVIEW :
India's manufacturing economy has experienced significant growth, with the steel
industry serving as a cornerstone due to its critical role in infrastructure, automotive,
and construction sectors. As one of the world's top steel producers, India benefits from
abundant raw materials like iron ore and a robust domestic demand driven by rapid
urbanization and government initiatives like "Make in India. India's steel sector
stands at a pivotal juncture backed by strong domestic demand, rising production,
strategic investments, and a drive towards sustainability. As the nation continues to
invest in infrastructure and push forward with industrialisation, steel will remain a
cornerstone of India's economic transformation.
India, one of the fastest-growing markets, reached a steel pipe consumption of 13.56
million tons in 2024. According to IMARC Group, this is expected to grow to 27.76 million
tons by 2033, at a CAGR of 7.65% during 2025–2033. Growth is being driven by rapid
infrastructure development, expanding oil and gas projects, rising exports, government
initiatives, and increasing demand for both seamless and welded pipes.
Sambhv Steel Tubes Limited is a leading domestic manufacturer of electric resistance
welded ("ERW") steel pipes and structural tubes (hollow sections) and stainless
steel coils, operating two strategically located, backward-integrated facilities in
Raipur, Chhattisgarh.
As a backward integrated player, Sambhv created a new segment in the Industry and
continued it's high growth by expanding the production capacities of existing products and
also diversifying the product portfolio in the last financial year.
In Fiscal 2025, the company expanded its portfolio by commencing production of
galvanized (GP) coils, pre-galvanized (GP) pipes, and stainless steel HRAP and CR coils
using captively produced stainless-steel blooms/slabs. The revenue from operations saw a
17.5% increase compared to the previous financial year reflecting healthy volume growth.
EBITDA for FY 25 stood at H1546.31 million, marginally lower than H1598.72 million in the
last fiscal year and net profit was H580.44 million, against H824.39 million the previous
year. Operating cash flow for FY 25 stood at H1273.79 million, against H1424.28 million in
the previous year.
On a per-tonne basis, EBITDA dropped to H5,321 from H7,161, mainly due to weaker price
realization in steel pipes and tubes during Q2 and Q3. This pressure was largely driven by
increased HR coil imports, which squeezed margins despite higher sales volumes.
Fueled by robust domestic demand, increasing production, strategic investments, and a
commitment to sustainability, your Company is proactively fostering long-term customer
partnerships while expanding its network with new collaborations. The Board of Directors
is confident in the Company's promising outlook, anticipating enhanced performance and
revenue growth in the upcoming year. They are optimistic that these initiatives will drive
sustained success and long-term growth for the Company.
5. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:
During the year under review, there was no change in the nature of the business of the
Company.
6. DEMATERIALISATION OF SHARES:
The breakup of the Equity Shares held in dematerialized and physical form as on March
31, 2025 is as follows:
MODE |
SHARES |
% to Capital |
Shares in Demat mode with NSDL |
213,702,899 |
88.67 |
Shares in Demat mode with CDSL |
24,825,101 |
10.30 |
| Shares in Physical mode |
2,474,000 |
1.03 |
Total |
241,002,000 |
100 |
The Company ISIN No. is INE12NJ01018, and Registrar and Share Transfer Agent is KFin
Technologies Limited.
7. DEPOSITS FROM PUBLIC:
During the year under review, the Company has neither accepted nor renewed any deposits
pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 including any modification, amendment and
re-enactment thereto for the time being in force from the public.
8. MATERIAL CHANGES AND COMMITMENT:
There have been material changes and commitments, which affect the financial position
of the Company during the year under review Further following are the material changes
happened during the year under review:
During the Year, the Company has converted from Private Limited Company to Public
Company at EOGM held on April 24, 2024, in addition the Company has made Alteration in the
Memorandum of Association and in Article of Association by changing the name of the
company from Sambhv Steel Tubes Private Limited to Sambhv Steel Tubes Limited.
During the Year, the Company has increased its Authorised share capital from 2500
million to 10,000 million EOGM held on August 28, 2024. In addition the Company has made
Alteration in Clause 5 of Memorandum of Association.
During the Year, the Company has made Certain Alteration in Article of Association
to align it with the SEBI Regulation at EOGM held on August 28, 2024.
The Members of the Company in Pursuance to Section 23, 62(1)(C) and applicable
Provision of Companies Act, 2013 has passed Special Resolution in the EOGM held on
September 12, 2024 to approve Initial Public Offer of the Equity Shares of the Company.`
During the year, the Company increased the installed capacity of sponge iron to
280,000 MTPA, increased the installed capacity of HR coil to 390,000 MTPA, allocated the
installed capacity of blooms/slabs for mild steel to
300,000 MTPA, increased the installed capacity of ERW and GI pipes to 350,000 MTPA and
increased installed capacity of captive power plant to 25 MW.
The Company further Commissioned production of GP coils, GP pipes, SS HRAP coils,
SS CR coils and stainless steel blooms/slabs with installed capacity of 60,000 MTPA and
stainless steel HR coil with installed capacity of 60,000 MTPA
The Company acquired 100% of the equity share capital of Sambhv Tubes Private
Limited, our Subsidiary pursuant to share purchase agreement dated September 13, 2024.
The Company acquired 26% of the equity share capital of Clean Max Opia Private
Limited, our Associate pursuant to energy supply and share purchase agreement dated
September 20, 2024.
9. INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES AND LISTING ON STOCK EXCHANGES:
The Company successfully launched its Initial Public Offering (IPO), raising an
aggregate amount of H5400 Million, comprising a fresh issue of equity shares aggregating
up to H4400 Million and an offer for sale of equity shares aggregating up to H1000
Million. The equity shares of the Company have been listed on the National Stock Exchange
of India Limited (NSE) and BSE Limited (BSE) on July 2, 2025, and are currently traded on
the said Exchanges under the following codes:
BSE Scrip Code: 544430
NSE Scrip Symbol: SAMBHV
The proceeds from the IPO were utilised to meet various objectives, including the
pre-payment or scheduled repayment of certain outstanding borrowings availed by the
Company and for general corporate purposes.
In pursuant to the SEBI Regulations, the company has appointed CARE Ratings Limited as
Monitoring Agency.
10. CHANGE IN SHARE CAPITAL: Authorised Capital:
As on March 31, 2025 the authorised capital of the Company stood at H10000 Million
divided into 1,000,000,000 equity shares of Face Value of H10/- each.
During the financial year, the company has increased its authorised share capital from
H2500 Million divided into 250,000,000 Equity Shares of Face Value of H10/- Each to H10000
Million divided into 1,000,000,000 Equity Shares of Face Value of H10/- each.
Paid-up Capital:
As on March 31, 2025, the paid up capital of the Company is H2410.02 Million divided
into 241,002,000 equity shares of Face Value of H10/- each.
Further, the Company has raised funds aggregating to H5400 Million through an Initial
Public Offering (IPO) of its equity shares by allotting 65,864,549 equity shares,
comprising an offer for sale of 12,195,120 equity shares and a fresh issue of 53,669,429
equity shares out of which 53,446,115 were issued at an offer price of H82/- per equity
share to all the allottees and 223,314 equity shares were issued at an offer price of
H78/- per equity share, after a discount of H4/- per equity share to eligible employees.
Consequently, as on date the paid-up share capital of the Company increased from
H2,410.02 Million, divided into 241,002,000 equity shares of H10/- each, to H2,946.71
Million, divided into 294,671,429 equity shares of H10/- each.
11. CONVERSION INTO PUBLIC LIMITED COMPANY:
The Company has been converted into a "Public Company" pursuant to the
approval of the Members at the Extra Ordinary General Meeting held on April 24, 2024, with
effect from the same date. Subsequently, the Company received a fresh Certificate of
Incorporation consequent upon conversion from a Private Company to a Public Company,
issued by the Registrar of Companies on July 9, 2024.
12. WEB LINK OF ANNUAL RETURN:
The Company is having website i.e. www.sambhv.com and annual return of Company has been
published on such website.
13. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATES
As on March 31, 2025, the Company has one wholly owned Subsidiary namely Sambhv Tubes
Private Limited and an Associate Company namely Clean Max Opia Private Limited. A report
on the performance and financial position of the Subsidiary as well as the Associate
Company in form AOC-1 is annexed hereto as Annexure ‘A' and forms part
of this report.
In accordance with the provisions of Section 136 of the Companies Act, 2013, the
audited financial statements and related information of the subsidiaries, where
applicable, will be available for inspection during regular business hours at the
company's corporate office at Office No. 501 to 511, Harshit Corporate, Amanaka, Raipur
492001, Chhattisgarh and the same are also available at our website i.e. www. sambhv.com
14. CORPORATE GOVERNANCE:
The company listed its security on stock exchanges in India and accordingly, it has to
follow the corporate governance norms as prescribed by SEBI Listing Regulations in
addition to those prescribed under Companies Act, 2013. The corporate governance report is
annexed to this Report as
Annexure ‘B'.
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report (MD&A) for the year under review, in
compliance with Regulation 34 (3) read with Para B of Schedule V of SEBI Listing
Regulations has been annexed to this Report as Annexure ‘C'.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of the Company comprises of Six (6) Directors with an optimum
combination of Executive and Non-Executive Independent Directors, including one
Independent Women Director and two other Independent Directors. The details of Board and
Committee composition, tenure of directors, number of meetings and other details are
provided in the Corporate Governance Report which forms a part of this Annual Report.
i. Executive Directors:
During the year under review, there is change in Board of Directors of the company.
Mr. Vikas Kumar Goyal (DIN: 00318182), has been appointed as a Managing Director of
the company for a period of Five years commencing from June 1, 2024 and ending on May 31,
2029, in the ExtraOrdinary General Meeting held on May 30, 2024. Further, Mr. Vikas Kumar
Goyal (DIN: 00318182), has also been appointed as a Chief Executive Officer (CEO) of the
company with effect from June 1, 2024.
Mr. Bhavesh Khetan (DIN: 10249740), Director of the Company, has also been
designated as the Chief Operating Officer (COO) of the Company with effect from June 1,
2024.
Mr. Suresh Kumar Goyal (DIN: 00318141) has been appointed as a Chairman of Company
with effect from June 1, 2024.
Further, all the directors have confirmed that they are not disqualified from being
appointed as Directors, in terms of section 164 of the Companies Act, 2013.
ii. Non-Executive Independent Directors:
In terms of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of the company shall comprise minimum six (6)
members of which half of them must be an Independent Directors. Accordingly:
Mr. Kishore Kumar Singh (DIN: 00097156), has been appointed as a Non-Executive
Independent Director of the Company in an Extra Ordinary General Meeting held on September
12, 2024 for a period of five years.
Mr. Manoj Khetan (DIN: 06395265), has been appointed as a Non-Executive Independent
Director of the Company in an Extra Ordinary General Meeting held on September 12, 2024
for a period of five years.
Mrs. Nidhi Thakkar (DIN: 07587986), has been appointed as a Non-Executive
Independent Director of the Company in an Extra Ordinary General Meeting held on September
12, 2024 for a period of five years.
All Independent Directors of the company have provided requisite declaration in terms
of Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence
as laid down under Section 149(6) of the Companies Act 2013, Regulation 16(1) (b) of SEBI
(LODR) Regulations and rules made thereunder. In the opinion of Board of Directors, the
Independent Directors have relevant pro_ciency, expertise and experience. Further all
directors have confirmed that they are not disqualified from being appointed as Directors
in terms of section 164 of the Companies Act, 2013.
iii. Key Managerial Personnel:
Mr. Vikas Kumar Goyal (DIN: 00318182), has been appointed MD as Managing Director
& Chief Executive Officer (CEO) of the company with effect from June 1, 2024.
Mr. Niraj Shrivastava (FCS – F 8459) has been appointed as a Whole Time
Company Secretary of the Company with effect from July 1, 2024 and appointed as the
Compliance Officer of the Company with effect from September 5, 2024.
Ms. Anu Garg has been appointed as a Chief Financial Officer (CFO) of the Company
with effect from July 1, 2024.
iv. Directors Retiring by Rotation:
Pursuant to section 152 of the Companies Act 2013, Mr. Bhavesh Khetan (DIN: 10249740)
is liable to retire by rotation at the ensuing Annual General Meeting and being eligible,
offer himself for reappointment.
On recommendation of Nomination & Remuneration Committee, the board of directors of
the company at its meeting held on August 30, 2025 approved reappointment of Mr. Bhavesh
Khetan (DIN: 10249740), as Director subject to the approval of shareholders of the
company.
17. MEETING OF BOARD AND COMMITTEES OF THE BOARD: a) Board Meetings:
The Board met 16 (Sixteen) times during the financial year 2024-25. The details of
Board Meetings and attendance of Directors are given in the Corporate Governance Report
which forms a part of this Annual Report.
b) Committee Meetings:
During the year under review, the Board has 7 (Seven) Committees viz: 1) Audit
Committee 2) Nomination & Remuneration Committee, 3) Stakeholder Relationship
Committee, 4) Corporate Social Responsibility Committee 5) Risk Management Committee 6)
Finance Committee and 7) IPO Committee. Details about the Committees, Committee Meetings
and attendance of its Members are given in the Corporate Governance Report, which forms a
part of this Annual Report. During the year under review, all recommendations of Audit
Committee were accepted by the Board of Directors.
18. POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION AND OTHER DETAILS:
The Policy on Directors' Appointment, Remuneration and Other details, approved by Board
of Directors of the Company in terms of Provisions of Section 178(3) of the companies act,
2013 is available on company's website at https://sambhv. com/corporate-governance/.
19. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Securities and Exchange Board of India (SEBI) vide its Master Circular dated July
11, 2023 provided guidance note on Board Evaluation by specifying the criteria for
evaluation of performance of (i) Board as a Whole; (ii)Individual Directors (Including
Independent Directors & Chairperson) and (iii) Committees of the Board.
Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations, the
Nomination and Remuneration Committee specified the criteria for evaluation and
accordingly, undertook the performance evaluation of the Board, its Committees and
Individual Directors were carried out. The criteria selected for evaluation and mechanism
for evaluation were in line with the policy of company for performance evaluation of Board
and its Committees as well as Directors.
The above said Policy is available on the Company's website, which can be accessed at
https://sambhv.com/corporate-governance/ Further, in separate meeting of Nomination and
Remuneration Committee held on March 31, 2025, the performance of Non- Independent
Directors, Board as a whole and Chairman of the company were evaluated taking into
consideration views received from all directors as well as other factors contributing to
their performance.
The result of the evaluation was communicated to the Chairman of the Board of
Directors.
20. PARTICULARS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES REMUNERATION:
Disclosure of ratio of the remuneration of the Executive Directors to the median
remuneration of the employees of the Company and other requisite details pursuant to
Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended, is annexed to this report as Annexure ‘D'.
Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules
form part of this report.
However, in terms of provisions of section 136 of the said Act, the report and accounts
are being sent to all the members of the Company and others entitled thereto, excluding
the said particulars of employees. Any member interested in obtaining such particulars may
write to the Company Secretary.
The said information is available for inspection at the registered office of the
Company during working days of the Company up to the date of the ensuing annual general
meeting.
21. AUDITORS:
Statutory Auditor and Statutory Auditor's Report:
Pursuant to Section 139 of the Companies Act, 2013, read with Companies (Audit and
Auditors) Rules, 2014 M/s. S.S. Kothari Mehta & Co. LLP, Chartered Accountants, (Firm
Registration No.: 000756N/N500441), New Delhi, had been appointed as Statutory Auditors of
the Company in the 7th Annual General Meeting held on September 18, 2024 to
hold office from the conclusion of the said Annual General meeting until the conclusion of
the 12th Annual General Meeting of the Company to be held for the financial
year ending on March 31, 2029. The Auditors report on the Standalone and Consolidated
financial statements for the FY 2024-25 do not contain any qualification, reservation or
adverse remark requiring any explanation on the part of the Board. The observations given
therein read with the relevant notes are self-explanatory. There are no frauds reported by
the Auditors under section 143(12) of the Act. The Statutory Auditor's Report is enclosed
with the Financial Statements and forms a part of this Annual Report.
Internal Auditor:
Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Account) Rule 2014, M/s Agrawal Jain & Co, Chartered Accountants, Raipur (Firm
Registration No: 012935C), were appointed as an Internal Auditor of the Company for the
financial year 2024-2025 in the Board Meeting held on August 2, 2024. Further, the Board
of Directors has re-appointed M/s Agrawal Jain & Co., Chartered Accountants (Firm
Registration No. 012935C), as an Internal Auditors of the Company for the financial year
2025-26. M/s Agrawal Jain & Co., have confirmed their willingness to be reappointed as
an Internal Auditors of the Company and are submitting their reports on quarterly basis.
Cost Auditor:
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit)
Amendment Rules, 2014, M/s AS Rao & Co., Cost Accountants, Hyderabad (Firm
Registration No. 000326), was appointed as the Cost Auditors of the Company for the
Financial Year 2024-2025, by the Board of Directors on August 2, 2024, to conduct the
audit of the cost record of the company.
Further, The Board of Directors based on the recommendation of Audit Committee has
re-appointed M/s AS Rao & Co., Cost Accountants, Hyderabad (Firm Registration No.
000326) as the Cost Auditors of the Company for conducting the cost audit for the FY
2025-26. The necessary consent letter and certificate of eligibility was received from the
cost auditors confirming their eligibility to be reappointed as the Cost Auditors of the
Company.
Further, a resolution seeking Members' approval for ratifying the remuneration payable
to the Cost Auditors for the FY 2025-26 has been included in the notice convening 8th
Annual General Meeting for their rati_cation.
The Cost Audit Report for the FY 2024-25 shall be filed with the Central Government
within the stipulated timeline.
The Cost accounts and records as required to be maintained under section 148(1) of the
Act are duly made and maintained by your Company.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s Agrawal & Agrawal, a firm of Company Secretaries in Practice, Raipur
(Firm Registration No. P2005CG001100) to undertake the Secretarial Audit of the Company
for the FY 2024-2025 in the Board Meeting held on August 2, 2024.
Pursuant to the amended provisions of Regulation 24A of SEBI Listing and Obligations
and Disclosure Requirements (LODR) Regulations, 2015 and Section 204 of the Act read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Audit Committee and Board of Directors have approved and recommended the
appointment of M/s Agrawal & Agrawal, a firm of Company Secretaries in Practice,
Raipur (Firm Registration No. P2005CG001100), as Secretarial Auditors of the Company to
conduct secretarial audit for a period of 5 (Five) years commencing from FY 2025-26 to FY
2029- 30, for approval of the Members at ensuing Annual General Meeting of the Company.
Brief resume and other details of M/s Agrawal & Agrawal are separately disclosed in
the Notice of ensuing AGM. M/s Agrawal & Agrawal, a firm of Company Secretaries, have
given their consent to act as Secretarial Auditors of the Company and confirmed that their
aforesaid appointment (if made) would be within the prescribed limits under the Act &
Rules made thereunder and
SEBI LODR Regulations. They have also confirmed that they are not disqualified to be
appointed as Secretarial Auditors in terms of provisions of the Act & Rules made
thereunder and SEBI (LODR) Regulations.
In terms of Section 204 of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, a Secretarial Audit Report given by the
Secretarial Auditors in Form No. MR-3 is annexed as Annexure‘E' to this Annual
Report. The Secretarial Audit Report does not contain any qualification, reservation,
adverse remark or disclaimer.
22. REPORTING OF FRAUD:
During the year under review, the Statutory Auditor, Cost Auditor and Secretarial
Auditor, have not reported any instances of fraud committed in company by its officers,
employees to the Audit Committee under section 143(12) of Companies Act, 2013 read with
Rule 13(3) of Companies (Audit and Auditors) Rules, 2014, details of which need to be
mentioned in this report.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In compliance with the provisions of Section 135 and Schedule VII of the Companies Act,
2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended,
the Company has constituted Corporate Social Responsibility (CSR) Committee. The details
of Committee composition, number of meetings and other details are provided in the
Corporate Governance Report which forms a part of this Annual Report.
During the year under review, the Company has spent a total sum of H20.82 million on
the CSR activities as approved by the CSR Committee.
Brief outline of the CSR policy of the Company and the initiatives undertaken by the
Company on CSR activities during the year as per Rule 8 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed herewith as Annexure ‘F' and
forms a part of this Annual Report.
The above said Policy is available on the Company's website, which can be accessed at
https://sambhv.com/corporate-governance/
24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In compliance with the provisions of Section 177 of the Companies Act, 2013 read with
Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, the Company has formulated a
comprehensive Whistle Blower Policy to deal with instance of fraud and mismanagement, if
any.
The Whistle Blower Policy aims to encourage directors, employees and other stakeholders
to report any instances of unethical or improper activity, actual or suspected fraud or
violation of the Code of Conduct without fear of retaliation. The policy also provides
access to the Chairperson of the Audit Committee under certain circumstances.
The policy may be accessed on the Company's website at:
https://sambhv.com/corporate-governance/ During the year under review, your Company has
not received any complaints under the vigil mechanism.
25. RISK MANAGEMENT POLICY:
The Company has in place a Risk Management Policy in line with Regulation 21 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, to identify and
evaluate business risks and opportunities. The Company has a system in place for
identification of elements of risk which are associated with the accomplishment of the
objectives, operations, development, revenue, regulations and appropriate measures are
taken, wherever required, to mitigate such risks beforehand.
The above said Policy is available on the Company's website, which can be accessed at
https://sambhv.com/corporate-governance/ The development and implementation of Risk
Management Policy has been covered in Management Discussion & Analysis Report, which
forms part of Annual Report.
26. CODE OF CONDUCT:
In compliance with Regulation 17(5) of Listing Regulations, the Company has a
comprehensive Code of Conduct (‘the Code') in place applicable to all the Senior
Management Personnel and Directors including Independent Directors to such extent as may
be applicable to them depending on their roles and responsibilities. The Code provides
guidance on ethical conduct of business and compliance of law. The Code is available on
the Company's website, which can be accessed at https://sambhv.com/corporate-governance/
27. PREVENTION OF INSIDER TRADING AND CODE OF FAIR DISCLOSURE:
In compliance with the provisions of SEBI (PIT) Regulations, 2015, the Board has
formulated a Code of Internal Procedures and Conduct to regulate, monitor, and report
trading by Insiders. This code outlines the guidelines and procedures to be followed, and
the disclosures required by insiders when dealing with Company shares, while also warning
them of the consequences of non-compliance.
The Code is available on the Company's website, which can be accessed at
https://sambhv.com/corporate-governance/
28. INTERNAL CONTROL SYSTEM:
The Company has established robust internal control systems to ensure operational
efficiency, reliability of financial reporting, and compliance with applicable laws and
regulations. These systems include well-defined policies and procedures that facilitate
the timely availability of accurate information, thereby enabling proactive risk
management. Regular internal audits and reviews are conducted to assess the effectiveness
of these controls, ensuring that any deviations are promptly addressed.
The Audit Committee and Board of Directors of the Company oversees the internal control
framework, ensuring its adequacy and alignment with the organisation's strategic
objectives, thereby fostering a disciplined and constructive control environment across
all levels of the organisation.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT 2013:
The Particulars of Loans, Guarantees and Investments have been disclosed in the Note
No.38 in Financial Statement.
30. UNSECURED LOAN FROM DIRECTORS:
During the year under review, the Company has not borrowed an unsecured loan from any
of the Directors of the Company.
31. RELATED PARTY TRANSACTIONS:
In compliance with the provisions of Companies Act, 2013 and of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the board of directors has
formulated a policy on Related Party Transactions and the same is available on company's
website at www.sambhv.com In compliance with the requirements of the Listing Regulations,
the Policy on Materiality of Related Party Transactions and on dealing with Related Party
Transaction as approved by the Board may be accessed on the Company's website
https://sambhv.com/corporate-governance/ . During the FY 2024–25, all related party
transactions entered into by company were at arm's length transactions and approved by the
Audit Committee. Omnibus approval have been obtained from the Audit Committee in respect
of transactions which were repetitive in nature and in ordinary course of business.
The company did not enter into any contract or arrangement, during the FY 2024–25,
with related parties in terms of provisions of section 188(1) of the companies act, 2013.
Information on transactions with Related Parties pursuant to Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given
in Form AOC-2 and is attached as Annexure ‘G' to this Annual Report.
In terms of IND AS – 24, details of related party transactions entered into by the
company have been disclosed in the notes to the Standalone and Consolidated financial
statements forming part of this report.
32. DETAILS OF EMPLOYEE STOCK OPTIONS:
The Company does not have any Employee Stock Option Scheme/ Plan.
33. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The company has zero tolerance towards sexual harassment of woman at its workplace. The
Company has adopted a policy for prevention of sexual harassment at the workplace, in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act"). An Internal Complaints
Committee ("ICC") has been duly constituted as per the provisions of the POSH
Act to redress complaints regarding sexual harassment at the workplace.
During the financial year under review, the Company has complied with all the
provisions of the POSH Act and the rules framed thereunder. Further details are as follow:
1. Number of complaints of Sexual Harassment received in the Year |
- |
2. Number of Complaints disposed off during the year |
- |
3. Number of cases pending for more than ninety days |
- |
34. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including all applicable amendments and rules framed thereunder. The Company is committed
to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible
women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.
35. HUMAN RESOURCE:
The Company considers its Human Resources as the key to achieve its objectives. Keeping
this in view, the Company takes utmost care to attract and retain quality employees. The
employees are sufficiently empowered and such work environment propels them to achieve
higher levels of performance. The un_inching commitment of employees is the driving force
behind the Company's vision. Our Company appreciates the spirit of its dedicated
employees.
36. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:
During the period under review, the Company has duly complied with the applicable
provisions of the Secretarial Standards issued by the Institute of Company Secretaries of
India.
37. SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
There are no significant and material order passed by the Regulator, Court or Tribunal
impacting the going concern status and company's operation in future. However, members'
attention is drawn to the contingent liabilities, commitments given in the notes forming
part of the financial statement annexed to this report.
38. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS &
OUTGO:
In terms of provisions of section 134(3)(m) of the Companies Act, 2013, details on
energy conservation, technology absorption and foreign exchange earnings & outgo are
annexed to this report Annexure ‘H'.
39. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) of The Companies Act, 2013 the Board of
Directors to the best of their knowledge and ability confirm that: A. In the
preparation of the Annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures if any; 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 at the end of the financial year ended March 31,
2025 and of the Profit of the Company for that period; C. The directors 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.
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. F. The directors had devised proper internal systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
40. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, no application have been made under the Insolvency and
Bankruptcy Code, 2016, therefore there are no details of application or proceedings
pending to disclose under the Insolvency and Bankruptcy Code, 2016.
41. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
The requirement to disclose the details of difference between amount of the valuation
done at the time of onetime settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof is not applicable
42. APPRECIATION:
The Board expresses its sincere gratitude for the continued support and cooperation
extended by all stakeholders, including our valued shareholders and the regulatory
authorities of the Central and State Governments, whose efforts have contributed to
fostering a conducive environment for industrial and commercial growth.
The Company's improved performance is a result of ongoing enhancements across all
functions and the efficient utilization of resources, which have together driven
sustainable and profitable growth. The Directors wish to place on record their deep
appreciation for the unwavering support received from employees and all
stakeholders-including financial institutions, banks, government bodies, shareholders,
clients, vendors, customers, and business associates.
For and on behalf of the Board of Directors of |
Sambhv Steel Tubes Limited |
| Sd/- |
Sd/- |
Suresh Kumar Goyal |
Vikas Kumar Goyal |
| (Chairman & Executive Director) |
(Managing Director & CEO) |
| DIN: 00318141 |
DIN: 00318182 |
| Place: Raipur |
| Date: August 30,2025 |
