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Directors Report of Beekay Steel Industries Ltd.
Mar 31, 2024
The Board of Directors are pleased to present the 43rd (Forty Third) Annual Report on the business and operations of your Company together with the Company''s Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31st March, 2024.
|
Financial Results (Rs n Cores) |
||||
|
Particulars |
Standalone Consolidated |
|||
|
Financial Year 2023-24 |
Financial Year 2022-23 |
Financial Year 2023-24 |
Financial Year 2022-23 |
|
|
Revenue from Operations |
1000.50 |
1128.42 |
1000.50 |
1128.42 |
|
Profit before interest, depreciation & taxation |
185.54 |
180.14 |
185.19 |
179.76 |
|
Finance Cost |
11.51 |
9.77 |
11.77 |
9.77 |
|
Depreciation |
23.97 |
22.92 |
26.86 |
27.38 |
|
Profit before taxation |
150.06 |
147.45 |
146.56 |
142.61 |
|
- Current Tax |
29.50 |
37.50 |
29.50 |
37.50 |
|
- Deferred Tax |
(12.19) |
(0.31) |
(12.19) |
(0.31) |
|
- Prior year I. Tax adjustments |
(0.21) |
1.06 |
(0.21) |
1.06 |
|
Profit after taxation |
132.97 |
109.20 |
129.46 |
104.36 |
|
Share of Profit/(Loss) from Associates |
- |
- |
0.91 |
0.62 |
|
Balance brought forward |
708.04 |
598.84 |
707.37 |
602.39 |
|
Profit available for appropriation |
841.01 |
708.04 |
837.74 |
707.37 |
|
Appropriation |
||||
|
Dividend-Equity Shares |
1.90 |
1.90 |
1.90 |
1.90 |
|
Dividend Tax |
||||
|
Re-measurement of net defined benefit plan(net of tax) Balance carried forward |
0.01 |
(0.05) |
0.01 |
(0.05) |
|
839.10 |
706.09 |
835.83 |
705.42 |
|
Q Revenue from Operations for the financial year 2023-24 was Rs. 1000.50 Crores which was 11.34 % lower than the revenue of Rs. 1128.42 Crores in financial year 2022-23.
Q EBIDTA (including other income) for the financial year 202324 was Rs.185.54 crores as against Rs. 180.14 crores in the corresponding period of the previous year, representing an increase of 3 %.
Q Net profit for the financial year 2023-24 was Rs. 132.97 crores which was 21.77 % higher than the net profit of Rs. 109.20 crores in the corresponding period of the previous year.
Q EPS of the Company for the year ended 31st March 2024 stood at Rs. 69.72 as compared to Rs. 57.23 in its previous year.
During the year under review, your company''s turnover declined nearly 11.34% comparing with the previous year due to downward fluctuations in the prices of steel, disruption in supply chain management etc. The Company during FY 202324 strongly backed by its manufacturing strength including job
work and strong pan India base network managed to made a stable growth. The Company also witnessed an increase in terms of volume of production from 5,65,535 Metric tons to 6,46,850 Metric tons.
The Company is committed to its vision to emerge as an efficient producer of steel products in the secondary market with customized solutions in hot rolled sections, TMT bars and cold drawn sections. The Company is also strengthening its B2C (TMT Bars) segment through aggressive spending on advertisement and brand building. The Company is also focused on increasing capacity utilization of all units, improving product-mix, reducing operating costs, launching new products and improving operational efficiency with technology upgradation.
Your Directors are pleased to recommend a dividend of 10 % ( Re. 1/- ) per equity share of Rs. 10/- each (Previous year Rs. 1/-) for the Financial Year ended 31st March, 2024 subject to approval of the shareholders at the ensuing Annual General Meeting. The total outgo on account of dividend will be aggregating to Rs. 190.72 Lakhs.
The dividend recommended is in accordance with the Company''s Dividend Distribution Policy.
Pursuant to Regulation 43A and recent amendments to SEBI (LODR) Regulations, 2015 and on the basis of market capitalisation, your Company has formulated a "Dividend Distribution Policy". The said policy is available on the Company''s website URL: https://www.beekaysteel.com/wp-content/ uploads/ 2021/ 08/ Dividend Distribution Policy.pdf
The Steel Manufacturing unit of (Maheshwary Ispat Limited) located at Rampai, Khuntuni, Athgarh, Cuttack, Odisha acquired by the Company during the year 2021-22 through public auction carried out by State Bank of India (SBI), Stressed Assets Management Branch, Kolkata under SARFESI Act. During the year under review the Company has taken approvals and permission is under renovation and operation in the manufacturing unit shall be started soon. The Board of Directors of the Company has approved expansion of the Cuttack Unit, Odisha as per the scope available for production capacity enhancement. Financing of the expansion will be done by means of Combination of Debt & Internal Accruals. Additional capacity will help to cater the requirements of the market demand of the steel.
Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 (6) of the Companies Act, 2013, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments thereof) read with circulars and notifications issued there under, all the shares in respect of which dividend has not been paid or claimed for 7 consecutive years or more shall be transferred by the Company in the name of Investor Education and Protection Fund (IEPF).
The unpaid and unclaimed dividend amount lying in the Unpaid Dividend Account becomes due to be transferred to Investor Education & Protection Fund ("IEPF") after a period of 7 (seven) years. Your Directors therefore suggest you to claim the unpaid dividend before the last date.
In accordance with the aforesaid provisions, the Company needs to transfer equity shares to Investor Education Protection Fund (IEPF) as per the Companies Act, 2013, those who have not claimed dividend for a period of 7 years with effect from the F.Y. 2016-17, as per the IEPF Rules notified by the Central Govt. from time to time.
Any shareholder whose shares are transferred to IEPF can claim the shares, as per the IEPF rules made there under, by making an online application in Form IEPF-5 (available on www.iepf.gov.in) along with the fees prescribed to the IEPF authority with a copy to the Company.
Reminders has been sent to the Shareholders who have not claimed their dividends and whose shares are due to be
transferred to IEPF in accordance with provisions of Companies Act, 2013 and IEPF Rules made there under.
The paid up equity share capital as on March 31, 2024 stood at Rs 19,09,09,270/- (including Rs. 1,88,750/- stands in respect of forfeited shares ) comprising of 1,90,72,052 shares of Rs. 10/-each fully paid shares.
Your Company has not issued any kind of shares & securities during the financial year 2023-24.
Cash and cash equivalents as at March 31,2024 stands Rs. 194.83 Lakhs (Previous year Rs. 106.67 Lakhs). The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
Your Company has not accepted any deposits during the year, no deposits remained unpaid or unclaimed as at the end of the year and there was no default in repayment of deposits or payment of interest thereon during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014
The Company has not transferred any amount to reserves out of the profit for financial year 2023-24.
Particulars of Loans, Guarantees or Investments
The Company has not given any loan or provided any guarantees during the year. The Company has made investment about Rs. 97.50 Lakhs in Optionally Convertible Debentures of its WOS (wholly Owned Subsidiary) during the year under review. The overall limit is within the powers of the Board as applicable to the Company in terms of the applicable provisions of the Companies Act, 2013.
The particulars of loans, guarantees and investments have been disclosed in the notes of the Financial Statements for the year ended 31st March, 2024 and form a part of this Annual Report.
The Company has in place an adequate and robust system for internal financial controls commensurate with the size and nature of its business. Internal control systems are integral to the Company''s corporate governance policy and no reportable material weakness was observed in operations.
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.
The Audit Committee of the Company evaluated the adequacy of internal financial control. During the year such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed. The Statutory Auditors of the Company conducted audit on the Company''s internal financial control over financial reporting and the report of the same is annexed with Auditor''s Report.
Corporate Social Responsibilities
The Company''s CSR policy provides guidelines to conduct CSR activities of the Company. Your Company has focused on several corporate social responsibility programs since a long period of time and continues its endeavor to improve the lives of people and provide opportunities for their development through its different initiatives in the areas of Rural Transformation, Health care, Education, Sports etc. The Company continues to address societal challenges through societal development programmes and remains focused on improving the quality of life.
The Company has a Corporate Social Responsibility Committee comprising of three directors, the details of which are mentioned in the corporate governance Report which form part of this Report.
During the financial year 2023-2024, the Company''s total CSR obligation amounted to Rs. 3,07,43,121/- ( Prev year Rs. 2,70,90,063/-). The actual CSR expenditure incurred by the Company during this period was Rs. 307,43,121/- which includes administrative expenses of Rs. 8,27,121. There is no unspent CSR amount for 2023-24. However, the Company has utilised the unspent CSR amount to the extent of Rs. 1,27,35,000 out of the unspent CSR total amount of Rs. 1,29,54,000 (2022-23) on ongoing projects earmarked for the purposes.
In compliance with section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the disclosures with respect to CSR Committee and expenditure made by the Company forms part of this Report and marked as "Annexure "A". The CSR Policy may be accessed on the Company''s website at the web link: https://www. beekaysteel.com/wp-content/uploads/2021/10/CSR-PQLICY-BEEKAY-STEEL.pdf
Number of Meetings of the Board
The Board of Directors met 5 (Five) times during the year and the maximum interval between two meetings did not exceed 120 days. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The details of the number of meetings of the Board of Directors including meetings of the Committees of the Board (Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, CSR Committee, Risk Management Committee & Management Functional Committee and Share Transfer Committee ) held during the financial year 2023-24 also form part of the Corporate Governance Report.
Director''s Responsibility Statement
As required by Sections 134(3) (c) & 134 (5) of the Companies Act, 2013 your Directors state that:
(a) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;
(b) The accounting policies adopted in the preparation of the annual accounts have been applied consistently except as otherwise stated in the Notes to Financial Statements and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2023-24 and of the profit for the year ended 31stMarch, 2024;
(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The annual accounts for the year ended 31st March, 2024, have been prepared on a going concern basis.
(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
(f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
Mrs. Shyanthi Dasgupta, Mr. Bharat Kumar Nadhani, Mr. Pranab Kumar Chakrabarty were Independent Directors on the Board of the Company as on 31st March, 2024.
Pursuant to Regulation 149(7) of the Act, all the Independent Directors have given declaration confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Qbligations & Disclosure Requirements) Regulations, 2015 (hereinafter '' SEBI LQDR Regulation'').
In terms of Regulation 25(8) of the SEBI LQDR, the Independent Directors have confirmed their ability to discharge their duties with an objective of independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity. They also fulfill
the conditions specified in the Act , Rules made thereunder and as per SEBI LODR and are independent of the Management.
Company''s Policy on Director''s Appointment and Remuneration
Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has formulated a Remuneration Policy.
The remuneration policy of the Company, inter alia, includes the aims and objectives, principles of remuneration, guidelines for remuneration/ sitting fees to Executive Directors and NonExecutive Directors, fixed and variable components in the remuneration package, criteria for identification of the Board Members and appointment of senior management.
Criteria for identification of the Board Members
Q The Board Member shall possess appropriate skills, qualification, characteristics and experience. The objective is to have a Board with diverse background and experience in business, government, academics, technology, human resources, social responsibilities, finance, law etc. and in such other areas as may be considered relevant or desirable to conduct the Company''s business in a holistic manner.
Q Independent Director shall be person of integrity and possess expertise and experience and/or someone who the Committee/Board believes could contribute to the growth/philosophy/strategy of the Company.
Q In evaluating the suitability of individual Board Members, the Committee takes into account many factors, including general understanding of the Company''s business dynamics, global business, social perspective, educational and professional background and personal achievements.
Q Director should possess high level of personal and professional ethics, integrity and values. He should be able to balance the legitimate interest and concerns of all the Company''s stakeholders in arriving at decisions, rather than advancing the interests of a particular section.
Q Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. He must have the aptitude to critically evaluate management''s working as part of a team in an environment of collegiality and trust.
Q The Committee evaluates each individual with the objective of having a group that best enables the success of the Company''s business and achieves its objectives.
The Directors affirm that the remuneration paid to Directors is as per the Remuneration Policy of the Company.
The Company''s policy on appointment and remuneration of directors are available on the website of the Company at www. beekavsteel.com
There were no changes in the credit ratings of the Company. During the year under review, the long term credit rating of the Company is affirmed/assigned as "IND A" with "Stable " outlook by India Rating and Research (Ind -Ra), a wing of international rating agency FITCH Group.
In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, prior approval of the Audit Committee is obtained for each transaction as proposed to be entered into by the Company with its related parties. A prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are at arms length basis, foreseen and repetitive in nature. The transactions which are not on arms length are simultaneously approved by Audit Committee and Board. All the related party transactions are reviewed by Audit Committee on quarterly basis. The necessary disclosures regarding the transactions are given in the notes to accounts.
There was no materially significant related party transactions with the Company''s Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 which may have potential conflict of interest with the Company at large and no disclosure in Form AOC-2 is required to be given.
The Company has also formulated a policy on dealing with the related party transactions and necessary approval of the Audit Committee and Board of Directors were taken wherever required in accordance with the aforesaid policy.The policy on related party transactions as approved by the Board is available on the Company''s website at www.beekaysteel.com.
Pursuant to Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, disclosure of transactions of the Company with its Promoters and Promoter Group, holding more than 10% (Ten percent) of Equity Shares in the Company are provided herein below: -
|
Name of the Promoter Group |
Nature of Transaction |
(Rs. in Lakhs) |
|
Suresh Chand Bansal |
Managerial |
332.00 |
|
remunera- |
||
|
tion |
||
|
Century Vision Pvt. Ltd. (Amalgamated with Transferor Company - Radice Steels & Alloys Limited) |
NIL |
NIL |
Considering the multitude of risks faced by listed entities, risk management has emerged as a very important function of the Board of Directors. The Covid-19 pandemic has also reinforced the need for a robust risk management framework for a Company. In view of the above facts, SEBI, pursuant to the amended provisions of Regulation 21 of the SEBI (LODR) Regulations, 2015, has made it mandatory for top 1000 listed Companies, based on market capitalization, to form / constitute a "Risk Management Committee" ("the RMC") and the said RMC has to formulate "Risk Management Policy" of the Company. Although the Company is not falling under top 1000 listed Companies during the year under review but the Company suo-moto adopts the risk management policy through its committee to minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The Policy also defines the risk management approach across the enterprise at various levels. Risk Management forms an integral part of the Company''s planning process. The constitution details, roles and functions of the RMC are highlighted in the Corporate Governance Report. The Company''s policy on Risk Management are available on the website of the Company at the weblink: https://www.beekaysteel.com/wp-content/uploads/2021/08/ Risk Management Policy -Beekay Steel.pdf
In accordance with the provisions of the Companies Act, 2013 ("the Act") and SEBI LODR Regulations, 2015, (SEBI LODR), the annual evaluation process of the individual Directors, the Board and Committees was conducted. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, effectiveness of Board process, acquaintance with business, compliance with code of conduct, vision and strategy, which is in compliance with applicable laws, regulations and guidelines.
The Board evaluated its performance after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI.
The performance evaluation of the Chairman and the NonIndependent Directors was carried out by Independent Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. Details of the same are given in the Report on Corporate Governance annexed hereto. Details of the same are given in the Report on Corporate Governance annexed hereto.
(i) Directors - Retirement by Rotation:
In accordance with the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Manav Bansal, (DIN : 00103024), Director of the Company would retire by rotation from the Board and being eligible, offers himself for reappointment. The above appointment is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.
The Disclosures as required for re-appointed Directors is disclosed in the Notice.
(ii) Appointment/ Re-appointment of Directors/ Executive Directors:
Re-appointment
The present terms of appointment of Mr. Gautam Bansal as Wholetime Director would expire on 31st May, 2025. Based on the recommendation of the Nomination & Remuneration Committee (NRC) and pursuant to the performance evaluation and extensive involvement in the business and affairs of the Company, the Board of Directors at its meeting held on 13th August, 2024 has re-appointed Mr. Gautam Bansal as a Wholetime Director for a period of 5 (Five) years and with effect from 1st June 2025 pursuant to the of Sections 196, 197 and 198 read with Schedule V and all other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Securities Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force) subject to the approval of members in the ensuing Annual General Meeting ("AGM") of the Company.
The present terms of appointment of Mr. Pranab Kumar Chakrabarty (DIN: 07924042) as an Independent Director would expire on 13th February, 2025. Based on the recommendation of the Nomination & Remuneration Committee (NRC) and pursuant to the provisions of sections 149, 152 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Director) Rules, 2014 Mr. Pranab Kumar Chakrabarty (DIN: 07924042) has been recommended by the NRC and then re-appointed as an Independent Director (Independent) by the Board of Directors for 2nd term of 2 years w.e.f. 13th February, 2025 at its meeting held on 13th August, 2024. The Board recommended his reappointment as an Independent Director for the 2nd term subject to the approval by the Members of the Company at the ensuing AGM.
The profile and particulars of experience, attributes and skills of the appointed/re-appointed Directors are disclosed in the Notice of AGM.
(iii) Wholetime Key Managerial Personnel (KMP):
During the year under review, there has been no change in the Key Managerial Personnel of the Company. Pursuant to the provisions of Section 203 of the Companies Act, 2013 Mr. Mukesh Chand Bansal, Executive Director, Mr. Manav Bansal, Wholetime Director & CFO, and Mr. Rabindra Kumar Sahoo, Company Secretary and Compliance Officer are continuing to be the Key Managerial Personnel of the Company.
None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made there under. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) as applicable.
Details of significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and company''s operations in future
There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
Changes in the nature of business, if any
There has been no change in the nature of business of the Company.
Vigil Mechanism / Whistle Blower Policy
In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of amended SEBI LODR Regulation, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy, if any.
Commitment towards highest moral and ethical standards in the conduct of business is of utmost importance to the Company. The Audit committee oversees the vigil mechanism and the persons who avail the mechanism are encouraged to escalate to the level of the Audit Committee for any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. This policy also allows the direct access to the Chairperson of the Audit Committee and makes protective disclosures about the unethical behavior, actual or suspected fraud or violation.
The Vigil Mechanism/Whistle Blower Policy has also been uploaded on the Company''s website at URL: https://www. beekaysteel.com/wp-content/uploads/2021/08/Whistle-Blower-Policy.pdf
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as "Annexure- B" which is annexed hereto and forms part of the Directors'' Report.
Particulars of Employees
There is no such employee in the Company, the information of which is required to be furnished under the provisions of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Having regard to the provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company.
Company''s Website
The website of your Company, www.beekavsteel.com. has been designed to present the Company''s businesses up-front on the home page. The site carries a comprehensive database of information including the Financial Results of your Company, Shareholding pattern, Director''s & Corporate Profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per the SEBI LODR Regulations, 2015 (erstwhile Listing Agreement) has been uploaded.
Performance & Financial Position of Associate and Wholly Owned Subsidiary
AKC Steel Industries Ltd. is an Associate Company listed with CSE and deals in manufacturing and trading of steel and has reported total revenue of Rs. 6.19 Crores (Previous Year Rs. 6.57 Crores) and has earned a profit of Rs.249.38 Lakhs (Pre. Yr. earned a profit of Rs. 222.68 Lakhs) during the year under review.
Beekay Utkal Steel Private Limited is a wholly owned subsidiary Company and set to set up a rolling mill in Kalinga Nagar, Jajpur district in the state of Odisha. It has acquired adequate land to set up green field project and in the process to get several permissions and privileges to start up new undertaking under the New Industrial policy of Govt. of Odisha. Your Company has invested in Optionally Convertible Debentures of the wholly-owned subsidiary amounting Rs. 97.50 Lakhs during the year under review.
Auditors and Auditors'' Report Statutory Auditors:
The present Statutory Auditors, M/s. Rustagi & Associates, Chartered Accountants shall hold office for a period of 5
(Five) years from the financial year 2022-23. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.
The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Statutory Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has re-appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary to conduct Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year ended 31st March, 2024 is annexed herewith and marked as "Annexure -C". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Pursuant to Regulation 24A of the SEBI Listing Regulation and recent amendment on the same thereto, Every Listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex a secretarial Compliance Report given by a company secretary in practice, in such form as specified, with the annual report of the listed entity.
The Company during the year under review does not have any material unlisted subsidiary and herewith attached as "Annexure -D". The Secretarial Compliance Report issued by Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (FCS 3811) for the year ended on 31st March, 2024.
The Certificate for Non-disqualification of Directors issued by Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (FCS 3811) for the year ended on 31st March, 2024 attached herewith as "Annexure - E".
Pursuant to Section 148 of the Companies Act, 2013, in terms of the Central Government''s approval, the Board of Directors on the recommendation of the Audit Committee has re-appointed M/s. Somnath Roy & Associates, Cost Accountants, as the Cost Auditor of the Company for the year 2024-25.
The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm''s length relationship with the Company.
The Company submits it''s Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period and the Cost
Audit Report for the financial year 2022-23 has already been filed with MCA.
As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained.
The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.
Your Company has initiated, by providing the shareholders, to avail the option of receiving online the requisite documents i.e. notices, annual reports, disclosures and all other communications, by registering their e-mail Ids. For the success of ''Green Initiative''as per MCA circular no.17/2011 & No. 18/2011.
The Company continues to comply with the requirements of SEBI LODR Regulations, 2015 and amendments thereto regarding Corporate Governance. The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Report on Corporate Governance together with a certificate from Mr. S.K. Tibrewalla, Practicing Company Secretary regarding Compliance of Conditions of Corporate Governance, certification by M.D./CEO and the Management Discussion & Analysis Report are attached herewith which form part of this Annual Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report and forms an integral part of this report.
Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion & Analysis Report with detailed review of the operations, state of affairs, performance and outlook of the Company is annexed to the report and forms an integral part of this report.
Business Responsibility Report
Pursuant to the Regulation 34 (2)(f) of SEBI (LODR) Regulations, 2015, the Business Responsibility Report (BRR) describing the initiatives taken from an environmental, social and governance perspective in the reporting period is available and annexed to the Board''s report and forms an integral part of this report.
The Equity Shares of your Company are listed on BSE Limited (nation-wide trading terminal). The applicable annual listing fees have been paid to the Stock Exchange till financial year 2024-25.
The Code of Conduct for Directors, KMPs and Senior Executives of the Company is already in force and the same has been placed on the Company''s website: www.beekaysteel.com.
Code of Conduct for Prevention of Insider Trading
In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 your Company has adopted the Code of Conduct for Prevention of Insider Trading and the same is also placed on the Company''s website: www.beekaysteel.com
Energy conservation, technology absorption and foreign exchange earnings and outgo
Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, are given in the "Annexure F", annexed hereto and forms a part of this report.
Consolidated Financial Statements
The Audited Consolidated Financial Statements ofyour Company for the Financial Year 2023-24 is prepared in compliance with the applicable provisions of the Companies Act, 2013 ( "the Act"), in accordance with the Accounting Standards as laid down by the Institute of Chartered Accountants of India and as stipulated under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with the Independent Auditors Report and forms part of this Annual Report.
Further a statement containing the salient features of the financial statement of the Associate Company & Wholly Owned Subsidiary Company in the prescribed format, Form AOC-1 and forms part of this Annual Report and is annexed hereto and marked as "Annexure-G".
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information will be available on our website. The Company will also make available copy on specific request by any member of the Company, interested in obtaining the same. These financial statements of the Company, the subsidiary and the associate Company will also be kept open for inspection by Members. The Members can send an e-mail to secretarial@beekaysteel.com upto the date of the AGM
Disclosures as per applicable act and SEBI LODR regulation
i) Composition of Audit Committee:
The Board has constituted the Audit Committee under the Chairmanship of Mr. Pranab Kumar Chakrabarty. Mrs. Shyanthi Dasgupta, Independent Director has been nominated as a Member to the Audit Committee w.e.f. 29.05. 2023. Complete details of the said Committee are given in the Corporate Governance Report, attached as Annexure to this Board''s Report.
ii) Recommendation by Audit Committee:
There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during the financial year under review.
iii) Composition of Nomination & Remuneration Committee
The Board has constituted the Nomination & Remuneration Committee under the Chairmanship of Mr. Bharat Kumar Nadhani. Complete details of the said Committee are given in the Corporate Governance Report, attached as Annexure to this Board''s Report.
iv) Composition of Stakeholders Relationship Committee
The Board has constituted the Stakeholders Relationship Committee under the Chairmanship of Mr. Bharat Kumar Nadhani. Complete details of the said Committee are given in the Corporate Governance Report, attached as Annexure to this Board''s Report.
v) Composition of Corporate Social Responsibility Committee
The Board has constituted the Corporate Social Responsibility Committee under the Chairmanship of Mr. Suresh Chand Bansal, Executive Chairman of the Company. Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board''s Report.
vi) Risk Management Committee
The Board of the Company has constituted a Risk Management Committee to frame, implement, monitor and review the Risk Management plan and to ensure its effectiveness. Pursuant to the amended provisions of Regulation 21 of the SEBI (LODR) Regulations, 2015, the Board has constituted the Risk Management Committee under the Chairmanship of Mr. Vikas Bansal, Executive Director of the Company. Considering the multitude of risks faced by listed entities, risk management has emerged as a very important function of the Board of Directors. The said RMC has identified "Risk Management Policy"
to minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The Policy also defines the risk management approach across the enterprise at various levels. Risk Management forms an integral part of the Company''s planning process. The constitution details, roles and functions of the RMC are highlighted in the Corporate Governance Report. The Company''s policy on Risk Management are available on the website of the Company at the following weblink: https://www.beekaysteel.com/wp-content/
uploads/2021/08/Risk Management Policy -Beekay Steel.pdf
vii) Other Functional Committees
The Complete details of the composition of other functional committee are given in the Corporate Governance Report, attached as Annexure to this Board''s Report.
viii) Material changes and commitments, if any, affecting the financial position between the end of the financial year and date of the report
There is no such material changes that affected the financial position between the end of the financial year and date of the report. However, the office of the following Directors were vacated due to completion of their 2nd term as Independent Directors in the company viz;
a) Mr. Bhal Chandra Khaitan (upto 31st March, 2024)
b) Mr. Ravishankar Sridharan (upto 31st March, 2024)
c) Mr. Srikumar Banerjee (upto 31st March, 2024)
And the following Independent Directors were apppointed viz;
a) Mr. Sandip Kumar Kejriwal (w.e.f. 1st April)
b) Ms. Shalini Jain (w.e.f. 1st April)
ix) Risk Analysis
The Company has well defined risk management framework in place comprising of regular audits and checks for identifying, assessing, mitigating, monitoring and reporting of risks associated with the businesses of the Company. Major risks as identified are systematically addressed by the concerned process owners through risk mitigation actions on a continuing basis.
x) Extracts of Annual Return
Pursuant to Section 92 of the Companies Act, 2013 and amendments thereof and in compliance of the Companies (Amendment) Act, 2017, effective August 28, 2020, the draft Annual Return for the financial year 2023-24 is placed on the website of the Company at the following weblink: https://www.beekaysteel.com/ investors-zone/annual-return/
xi) Subsidiaries, Associates or Joint Ventures:
Your Company has Wholly Owned Subsidiary Company namely M/S. Beekay Utkal Steel Pvt. Ltd. and one Associate Company, i.e. M/S. AKC Steel Industries Ltd. and does not have any joint ventures, during the year under review.
xii) Nomination, Remuneration and Evaluation Policy:
The Company on recommendation of its Nomination & Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy, in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and the Listing Agreement with the stock exchanges (as amended from time to time). This Policy is formulated to provide a framework and set standards in relation to the followings:
a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.
b. Remuneration payable to the Directors, KMPs and Senior Management Executives.
c. Evaluation of the performance of the Directors.
d. Criteria for determining qualifications, positive attributes and independence of a Director.
There has been no change in the policy since last fiscal. The remuneration/ sitting fees paid to the Directors are as per the terms laid out in the Nomination and Remuneration Policy of the Company. The detailed Nomination & Remuneration Policy of the Company is placed on the Company''s website and can be viewed at www.beekaysteel.com
Prevention of Sexual Harassment ("POSH")
The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder. Internal Complaints Committee (ICC) has been set up to redress and resolve complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no complaints with allegations of sexual harassment were filed.
The industrial relation during the year 2023-24 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staffs and Workers towards the progress of the Company.
The Board of Directors take this opportunity to express their appreciation for the cooperation and assistance received from the Government of India, the State Governments of Andhra Pradesh, Tamil Nadu, West Bengal, Jharkhand and Odisha; the
Registered Office:
''Lansdowne Towers''
4th Floor, 2/1A, Sarat Bose Road Kolkata - 700 020 Date: 13th August, 2024
financial institutions, banks as well as the shareholders during the year under review. The Directors also wish to place on record their deep sense of appreciation of the devoted and dedicated services rendered by all employees of the Company.
For and On behalf of the Board of Directors
For Beekay Steels Industries Ltd.
Sd/-
Suresh Chand Bansal
Executive Chairman (DIN:00103134)
Sd/-
Mukesh Chand Bansal
Executive Director (DIN:00103098)
Mar 31, 2023
The Board of Directors are pleased to present the 42nd (Forty Second) Annual Report on the business and operations of your Company together with the Company''s Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31st March, 2023.
|
Financial Results |
(Rs in Crores) |
|||
|
Particulars |
Standalone |
Consolidated |
||
|
Financial Year 2022-23 |
Financial Year 2021-22 |
Financial Year 2022-23 |
Financial Year 2021-22 |
|
|
Revenue from Operations |
1128.42 |
1296.43 |
1128.42 |
1296.43 |
|
Profit before interest, depreciation & taxation |
180.14 |
240.32 |
179.76 |
240.32 |
|
Finance Cost |
9.77 |
12.16 |
9.77 |
12.16 |
|
Depreciation |
22.92 |
21.59 |
27.38 |
21.59 |
|
Profit before taxation |
147.45 |
206.58 |
142.61 |
206.58 |
|
- Current Tax |
37.50 |
51.80 |
37.50 |
51.80 |
|
- Deferred Tax |
(0.31) |
(1.00) |
(0.31) |
(1.00) |
|
- Prior year I. Tax adjustments |
1.06 |
(0.93) |
1.06 |
(0.93) |
|
Profit after taxation |
109.20 |
156.71 |
104.36 |
156.71 |
|
Share of Profit/(Loss) from Associates |
- |
- |
0.62 |
1.01 |
|
Balance brought forward |
598.84 |
442.13 |
602.39 |
444.67 |
|
Profit available for appropriation |
708.04 |
598.84 |
707.37 |
602.39 |
|
Appropriation |
||||
|
Dividend-Equity Shares |
1.90 |
1.90 |
1.90 |
1.90 |
|
Dividend Tax |
||||
|
Re-measurement of net defined benefit plan(net of tax) |
(0.05) |
(0.34) |
(0.05) |
(0.34) |
|
Balance carried forward |
706.09 |
597.28 |
705.42 |
600.82 |
¦ Revenue from Operations for the financial year 2022-2023 was Rs. 1128.42 crores which was 12.96 % lower than the revenue of Rs. 1296.43 Crores in financial year 2021-22.
¦ EBIDTA (including other income ) for the financial year 20222023 was Rs.180.14 crores as against Rs. 240.32 crores in the corresponding period of the previous year, representing a decline of 25%.
¦ Net profit for the financial year 2022-2023 was Rs.109.20 crores which was 30.47 % higher than the net profit of Rs. 156.71 crores in the corresponding period of the previous year.
¦ EPS of the Company for the year ended 31st March 2023 stood at Rs. 57.23 as compared to Rs. 82.35 in its previous year.
During the year under review, your company''s turnover declined nearly 13 % comparing with the previous year due to downward fluctuations in the prices of steel, disruption in supply chain management etc. The Company during FY 2022-23 strongly backed by its manufacturing strength including job work and strong pan India base network managed to made a stable growth. The Company also witnessed a decrease in terms of volume of production from 6,12,939 Metric tons to 5,65,535 Metric tons. Due to decrease in manufacturing sales and trading sales and simultaneously decrease in conversion activities during the year, the revenue from operations is decreased by 13% from Rs. 1,296.43
crores in previous year to Rs. 1,128.42 crores during the present financial year 2022-23.
Economic environment during the year continues to remain stable after turmoil in 2021-22 for Covid-19 pandemic. However, we as an organization remain vigilant to the ground developments with confidence and optimism to manage emerging scenarios.
The Company is committed to its vision to emerge as an efficient producer of steel products in the secondary market with customized solutions in hot rolled sections, TMT bars and cold drawn sections. The Company is also strengthening its B2C (TMT Bars) segment through aggressive spending on advertisement and brand building. The Company is also focused on increasing capacity utilization of all units, improving product-mix, reducing operating costs, launching new products and improving operational efficiency with technology upgradation.
Your Directors are pleased to recommend a dividend of 10 % (Re. 1/- ) per equity share of Rs. 10/- each ( Previous year Rs. 1/- ) for the Financial Year ended 31st March, 2023 subject to approval of the shareholders at the ensuing Annual General Meeting. The total outgo on account of dividend will be aggregating to Rs. 190.72 Lakhs.
The dividend recommended is in accordance with the Company''s Dividend Distribution Policy.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.
Pursuant to Regulation 43A and recent amendments to SEBI (LODR) Regulations, 2015 and on the basis of market capitalisation, your Company has formulated a "Dividend Distribution Policyâ. The said policy is available on the Company''s website URL: https:// www.beekaysteel.com/wp-content/uploads/ 2021/08/Dividend Distribution Policy.pdf
The manufacturing unit named MIL (Maheshwary Ispat Limited) located at Rampai, Khuntuni, Athgarh, Cuttack, Odisha acquired by the Company during previous year through public auction carried out by State Bank of India (SBI), Stressed Assets Management Branch, Kolkata under SARFESI Act is under renovation and operation in the manufacturing unit shall be started soon.
Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 (6) of the Companies Act, 2013, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments thereof) read with circulars and notifications issued there under, all the shares in respect of which dividend has not been paid or claimed for 7 consecutive years or more shall be transferred by the Company in the name of Investor Education and Protection Fund (IEPF).
The unpaid and unclaimed dividend amount lying in the Unpaid Dividend Account becomes due to be transferred to Investor Education & Protection Fund ("IEPFâ) after a period of 7 (seven) years. Your Directors therefore suggest you to claim the unpaid dividend before the last date.
In accordance with the aforesaid provisions, the Company is to transfer equity shares to Investor Education Protection Fund (IEPF) as per the Companies Act,2013, those who have not claimed dividend for a period of 7 years with effect from the F.Y. 2015-16, as per the IEPF Rules notified by the Central Govt. from time to time.
Any shareholder whose shares are transferred to IEPF can claim the shares, as per the IEPF rules made there under, by making an online application in Form IEPF-5 (available on www.iepf.gov.in) along with the fees prescribed to the IEPF authority with a copy to the Company.
Reminders had been sent to the Shareholders who have not claimed their dividends and whose shares are due to be transferred to IEPF in accordance with provisions of Companies Act, 2013 and IEPF Rules made there under.
The paid up equity share capital as on March 31, 2023 stood at Rs 19,09,09,270/- ( including Rs. 1,88,750/- stands in respect of forfeited shares ) comprising of 1,90,72,052 shares of Rs. 10/- each fully paid shares.
Your Company has not issued any kind of shares & securities during the financial year 2022-23.
Finance
Cash and cash equivalents as at March 31, 2023 stands Rs. 106.67 Lakhs (Previous year Rs. 407.09 Lakhs). The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
Deposits
Your Company has not accepted any deposits during the year, no deposits remained unpaid or unclaimed as at the end of the year and there was no default in repayment of deposits or payment of interest thereon during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014
Transfer to Reserve
The Company has decided to retain the entire amount of profit for financial year 2022-23 in the statement of profit and loss account.
The closing balance of the retained earnings of the Company for FY 2022-23, after all appropriation and adjustments was Rs. 703.83 crores.
Particulars of Loans, Guarantees or Investments
The Company has not given any loans or guarantees during the year. The Company has made investment about Rs. 16.50 Crores in Optionally Convertible Debentures of its WOS (wholly Owned Subsidiary) during the year under review. The overall limit is within the powers of the Board as applicable to the Company in terms of the applicable provisions of the Companies Act, 2013.
The particulars of loans, guarantees and investments have been disclosed in the notes of the Financial Statements for the year ended 31st March, 2023 and form a part of this Annual Report.
Internal Financial Controls
The Company has in place an adequate and robust system for internal financial controls commensurate with the size and nature of its business. Internal control systems are integral to the Company''s corporate governance policy and no reportable material weakness was observed in operations.
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.
The Audit Committee of the Company evaluated the adequacy of internal financial control. During the year such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed. The Statutory Auditors of the Company conducted audit on the Company''s internal financial control over financial reporting and the report of the same is annexed with Auditor''s Report.
Corporate Social Responsibilities (CSR)
Your Company has focused on several corporate social responsibility programs since a long period of time and continues its endeavor to improve the lives of people and provide opportunities for their development through its different initiatives in the areas of Rural Transformation, Health care, Education, Sports etc. Your Company is also supporting assistance and relief to the needy in this Covid-19 pandemic. Vaccination drive has been initiated by the Company for the employees, relatives, near and dear ones.
The Company has a Corporate Social Responsibility Committee comprising of three directors, the details of which are mentioned in the corporate governance Report which form part of this Report.
During the financial year 2022-2023, the Company''s total CSR obligation amounted to Rs. 2,70,90,063. However, the actual CSR expenditure incurred by the Company during this period was Rs. 1,41,36,063, which includes administrative expenses of Rs. 2,75,052. The Company has identified on-going projects for the purpose of utilising the unspent CSR amount of Rs 1,29,54,000. Hence, the Company transferred the remaining unspent amount of Rs. 1,29,54,000 to the Unspent CSR account opened with Scheduled Bank to be spent for on - going projects earmarked by the Company.
In compliance with section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the disclosures with respect to CSR Committee and expenditure made by the Company forms part of this Report and marked as "Annexure "A". The Committee met 4 (four) times during the year to discharge its responsibilities. The CSR Policy may be accessed on the Company''s website at the web link: https:// www.beekaysteel.com/wp-content/uploads/2021/10/CSR-POLICY-BEEKAY-STEEL.pdf
Number of Meetings of the Board
The Board of Directors met 4 (Four) times during the year and the maximum interval between two meetings did not exceed 120 days. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The details of the number of meetings of the Board of Directors including meetings of the Committees of the Board ( Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, CSR Committee, Risk Management Committee & Management Functional Committee and Share Transfer Committee ) held during the financial year 2022-23 also form part of the Corporate Governance Report.
Director''s Responsibility Statement
As required by Sections 134(3) (c) & 134 (5) of the Companies Act, 2013 your Directors state that:
(a) In the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;
(b) The accounting policies adopted in the preparation of the annual accounts have been applied consistently except as otherwise stated in the Notes to Financial Statements and reasonable and prudent judgments and estimates have been
made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2022-23 and of the profit for the year ended 31st March, 2023;
(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The annual accounts for the year ended 31st March, 2023, have been prepared on a going concern basis.
(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
(f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Securities and Exchange Board of India ( Listing Obligations & Disclosure Requirements) Regulations, 2015 hereinafter (''SEBI LODR Regulation''). Mr. Bhal Chandra Khaitan, Mr. Ravishankar Sridharan, Mr. Srikumar Banerjee, Mrs. Shyanthi Dasgupta, Mr. Bharat Kumar Nadhani and Mr. Pranab Kumar Chakrabarty are Independent Directors on the Board of the Company.
Company''s Policy on Director''s Appointment and Remuneration
Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has formulated a Remuneration Policy.
The remuneration policy of the Company, inter alia, includes the aims and objectives, principles of remuneration, guidelines for remuneration/ sitting fees to Executive Directors and NonExecutive Directors, fixed and variable components in the remuneration package, criteria for identification of the Board Members and appointment of senior management.
The criteria for identification of the Board Members including that for determining qualification, positive attributes, independence etc. are summarily given hereunder:
¦ The Board Member shall possess appropriate skills, qualification, characteristics and experience. The objective is to have a Board with diverse background and experience in business, government, academics, technology, human resources, social responsibilities, finance, law etc. and in such other areas as may be considered relevant or desirable to conduct the Company''s business in a holistic manner.
¦ Independent Director shall be person of integrity and possess expertise and experience and/or someone who the Committee/Board believes could contribute to the growth/ philosophy/strategy of the Company.
¦ In evaluating the suitability of individual Board Members, the Committee takes into account many factors, including general understanding of the Company''s business dynamics, global business, social perspective, educational and professional background and personal achievements.
¦ Director should possess high level of personal and professional ethics, integrity and values. He should be able to balance the legitimate interest and concerns of all the Company''s stakeholders in arriving at decisions, rather than advancing the interests of a particular section.
¦ Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. He must have the aptitude to critically evaluate management''s working as part of a team in an environment of collegiality and trust.
¦ The Committee evaluates each individual with the objective of having a group that best enables the success of the Company''s business and achieves its objectives.
The Company''s policy on appointment and remuneration of directors are available on the website of the Company at www. beekavsteel.com
There were no changes in the credit ratings of the Company. During the year under review, the long term credit rating of the Company is affirmed/assigned as "IND Aâ with "Stable " outlook by India Rating and Research (Ind -Ra), a wing of international rating agency FITCH Group.
In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, prior approval of the Audit Committee is obtained for each transaction as proposed to be entered into by the Company with its related parties. A prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are at arms length basis, foreseen and repetitive in nature. The transactions which are not on arms length are simultaneously approved by Audit Committee and Board. All the related party transactions are reviewed by Audit Committee on quarterly basis. The necessary disclosures regarding the transactions are given in the notes to accounts.
There was no materially significant related party transactions with the Company''s Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 which may have potential conflict of interest with the Company at large and no disclosure in Form AOC-2 is required to be given.
The Company has also formulated a policy on dealing with the related party transactions and necessary approval of the Audit Committee and Board of Directors were taken wherever required in accordance with the aforesaid policy.The policy on related party transactions as approved by the Board is available on the Company''s website at www.beekaysteel.com.
Pursuant to Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, disclosure of transactions of the Company with its Promoters and Promoter Group, holding more than 10% (Ten percent) of Equity Shares in the Company are provided herein below: -
|
Name of Person/Entity in the Promoter Group |
Nature of Transaction |
(Rs. in Lakhs) |
|
Suresh Chand Bansal |
Managerial remuneration |
407.00 |
|
Radice Steels & Alloys Limited (Amalgamated with Transferee Company - Century Vision Pvt. Ltd.) |
NIL |
NIL |
Considering the multitude of risks faced by listed entities, risk management has emerged as a very important function of the Board of Directors. The Covid-19 pandemic has also reinforced the need for a robust risk management framework for a Company. In view of the above facts, SEBI, pursuant to the amended provisions of Regulation 21 of the SEBI (LODR) Regulations, 2015, has made it mandatory for top 1000 listed Companies, based on market capitalization, to form / constitute a "Risk Management Committeeâ ("the RMCâ) and the said RMC has to formulate "Risk Management Policyâ of the Company. Although the Company is not falling under top 1000 listed Companies during the year under review but the Company suo-moto adopts the risk management policy through its committee to minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The Policy also defines the risk management approach across the enterprise at various levels. Risk Management forms an integral part of the Company''s planning process. The constitution details, roles and functions of the RMC are highlighted in the Corporate Governance Report. The Company''s policy on Risk Management are available on the website of the Company at the weblink:https:// www.beekaysteel.com/wp-content/uploads/2021/08/Risk Management Policy -Beekay Steel.pdf
Board evaluation & criteria for evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, 2015, 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 evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, compliance with code of conduct, vision and strategy, which is in compliance with applicable laws, regulations and guidelines.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by Independent Directors.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. Details of the same are given in the Report on Corporate Governance annexed hereto. Details of the same are given in the Report on Corporate Governance annexed hereto.
Directors and Key Managerial Personnel
(i) Directors - Retirement by Rotation:
In accordance with the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vikas Bansal, (DIN : 00103065), & Mr. Gautam Bansal, (DIN : 00102957), Directors of the Company would retire by rotation from the Board and being eligible, offers themselves for reappointment. The above appointments are subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.
The Disclosures as required for re-appointed Directors are disclosed in the Notice
(ii) Appointment/ Re-appointment of Directors/ Executive Directors:
DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP) Cessation
During the year under review, Mr. Anil Kumar Saboo (DIN: 00621325), Non-Executive Independent Director of the Company expired on December19, 2022.
While his passing away has left a huge void among us, he leaves behind an unparalleled foundation for all of us to build upon. The Board places on record its whole-hearted appreciation of the invaluable contribution made by him in the Company.
Re-appointment
The present terms of appointment of Mr. Suresh Chand Bansal as Executive Chairman and Mr. Vikas Bansal as Executive Director are expiring on 30th September 2023. Based on the recommendation of the Nomination & Remuneration Committee (NRC) and pursuant to the performance evaluation and their extensive involvement in the business and affairs of the Company, the Board of Directors at its meeting held on 11th August, 2023 has re-appointed Mr. Suresh Chand Bansal as Executive Chairman for a period of 5 (Five) years and Mr. Vikas Bansal as Executive Director for a period of 5 (Five) years with effect from 1st October 2023 pursuant to the provisions of Sections 196, 197 and 198 read with Schedule V and all other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force) subject to the approval of members by special resolution in the ensuing Annual General Meeting ("AGMâ) of the Company.
The present terms of appointment of Mr. Manav Bansal as Wholetime Director is expiring on 31st March, 2024. Based on the recommendation of the Nomination & Remuneration Committee (NRC) and pursuant to the performance evaluation and extensive involvement in the business and affairs of the Company, the Board of Directors at its meeting held on 11th August, 2023 has re-appointed Mr. Manav Bansal as Wholetime Director for a period of 5 (Five) years and with
effect from 1st October 2023 pursuant to the provisions of Sections 196, 197 and 198 read with Schedule V and all other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force) subject to the approval of members by special resolution in the ensuing Annual General Meeting ("AGMâ) of the Company.
Pursuant to the provisions of sections 149, 152 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Director) Rules, 2014 Mr. Pranab Kumar Chakrabarty (DIN: 07924042) has been recommended by the NRC and then appointed as an Additional Director (Independent) by the Board of Directors at their meeting held on 13th February, 2023. The Board recommended his appointment as Independent Director subject to the approval by the Members of the Company at the ensuing AGM to fill the casual vacancy caused in the Board by the demise of Mr. Anil Kumar Saboo.
The profile and particulars of experience, attributes and skills of the appointed/re-appointed Directors are disclosed in the Notice.
(iii) Wholetime Key Managerial Personnel (KMP):
During the year under review, there has been no change in the Key Managerial Personnel of the Company. Pursuant to the provisions of Section 203 of the Companies Act, 2013 Mr. Mukesh Chand Bansal, Executive Director, Mr. Manav Bansal, Wholetime Director & CFO, and Mr. Rabindra Kumar Sahoo, Company Secretary and Compliance Officer are continuing to be the Key Managerial Personnel of the Company.
None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made there under. The Directors have also made necessary disclosures to the extent as required under the provisions of section 184(1) as applicable.
Details of significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and company''s operations in future
There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
Changes in the nature of business, if any
There has been no change in the nature of business of the Company.
Vigil Mechanism/ Whistle Blower Policy
In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of amended SEBI LODR Regulation, the Company has framed a Vigil Mechanism Whistle Blower Policy to deal with unethical behavior, actual or suspected fraud or violation
of the company''s code of conduct or ethics policy, if any. The Vigil Mechanism/Whistle Blower Policy has also been uploaded on the website of the Company.
Commitment towards highest moral and ethical standards in the conduct of business is of utmost importance to the Company. The Audit committee oversees the vigil mechanism and the persons who avail the mechanism are encouraged to escalate to the level of the Audit Committee for any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. This policy also allows the direct access to the Chairperson of the Audit Committee and makes protective disclosures about the unethical behavior, actual or suspected fraud or violation.
Details relating to Remuneration of Directors, Key Managerial Personnel and Employees
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as "Annexure- B" which is annexed hereto and forms part of the Directors'' Report.
There is no such employee in the Company, the information of which is required to be furnished under the provisions of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Having regard to the provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company.
The website of your Company, www.beekavsteel.com. has been designed to present the Company''s businesses up-front on the home page. The site carries a comprehensive database of information including the Financial Results of your Company, Shareholding pattern, Director''s & Corporate Profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per the SEBI LODR Regulations, 2015 (erstwhile Listing Agreement) has been uploaded.
Performance & Financial Position of Associate and Wholly Owned Subsidiary
AKC Steel Industries Ltd. is a listed Company dealing in manufacturing and trading of steel and has reported total revenue of Rs.6.57 Crores ( Previous Year Rs. 7.97 Crores) and has earned a profit of Rs. 222.68 Lakhs (Pre. Yr. earned a profit of Rs.361.94 Lakhs) during the year under review.
Beekay Utkal Steel Private Limited is a wholly owned subsidiary Company incorporated on 31st December 2019 with the intention to set up a rolling mill in Kalinga Nagar, Jajpur district in the state of Odisha. The subsidiary company has acquired adequate land to set up green field project and in the process to get several permissions and privileges to start up new undertaking under the New Industrial policy of Govt. of Odisha. Your Company has
invested in Optionally Convertible Debentures of the wholly-owned subsidiary amounting Rs.16.50 Crores during the year under review.
Auditors and Auditors'' Report Statutory Auditors:
The present Statutory Auditors, M/s. Rustagi & Associates, Chartered Accountants shall hold office for a period of Five years from the financial year 2022-23. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.
The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.
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 Board has re-appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary to conduct Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended 31st March, 2023 is annexed herewith and marked as "Annexure -C" The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Pursuant to Regulation 24A of the SEBI Listing Regulation and recent amendment on the same thereto, Every Listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex a secretarial Compliance Report given by a company secretary in practice, in such form as specified, with the annual report of the listed entity.
The Company during the year under review does not have any material unlisted subsidiary and herewith attached as "Annexure -D". The Secretarial Compliance Report issued by Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (FCS 3811) for the year ended on 31st March, 2023.
The certificate for non-disqualification of directors issued by Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (FCS 3811) for the year ended 31st March, 2023 attached herewith as " Annexure- E"
Pursuant to Section 148 of the Companies Act, 2013, in terms of the Central Government''s approval, the Board of Directors on the recommendation of the Audit Committee has re-appointed M/s. Somnath Roy & Associates, Cost Accountants, as the Cost Auditor of the Company for the year 2023-24.
The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm''s length relationship with the Company.
The Company submits it''s Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period and the Cost Audit Report for the financial year 2021-22 has already been filed with MCA.
As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained.
The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.
Your Company has initiated, by providing the shareholders, to avail the option of receiving online the requisite documents i.e. notices, annual reports, disclosures and all other communications, by registering their e-mail Ids. For the success of ''Green Initiative'' as per MCA circular no.17/2011 & No. 18/2011.
The Company continues to comply with the requirements of SEBI LODR Regulations, 2015 and amendments thereto regarding Corporate Governance. The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBIâ). The Report on Corporate Governance together with a certificate from Mr. S.K. Tibrewalla, Practicing Company Secretary regarding Compliance of Conditions of Corporate Governance, certification by M.D./CEO and the Management Discussion & Analysis Report are attached herewith which form part of this Annual Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report and forms an integral part of this report.
Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI(Listing Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion & Analysis Report with detailed review of the operations, state of affairs, performance and outlook of the Company is annexed to the report and forms an integral part of this report.
Business Responsibility Report
The Business Responsibility Report (BRR) as required in terms of the Regulation 34 (2)(f) of SEBI (LODR) Regulations, 2015 describing the initiatives taken from an environmental, social and governance perspective in the reporting period is annexed to the Board''s report and forms an integral part of this report.
The Equity Shares of your Company are listed on BSE Limited (nation-wide trading terminal). The applicable annual listing fees have been paid to the Stock Exchange till financial year 2023-24.
The Code of Conduct for Directors, KMPs and Senior Executives of the Company is already in force and the same has been placed on the Company''s website: www.beekavsteel.com.
Code of Conduct for Prevention of Insider Trading
In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 your Company has adopted the Code of Conduct for Prevention of Insider Trading and the same is also placed on the Company''s website: www.beekaysteel.
Energy conservation, technology absorption and foreign exchange earnings and outgo
Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, are given in the "Annexure F" annexed hereto and forms a part of this report.
Consolidated Financial Statements
The Audited Consolidated Financial Statements of your Company for the Financial Year 2022-23 is prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounting Standards as laid down by the Institute of Chartered Accountants of India and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of this Annual Report.
Further a statement containing the salient features of the financial statement of the Associate Company & Wholly Owned Subsidiary Company in the prescribed format, Form AOC-1 and forms part of this Annual Report and is annexed hereto and marked as "Annexure-G".
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information will be available on our website. The Company will also make available copy on specific request by any member of the Company, interested in obtaining the same.
Disclosures as per applicable act and SEBI LODR regulation
i) Composition of Audit Committee:
The Board has constituted the Audit Committee under the Chairmanship of Mr. Pranab Kumar Chakrabarty in place of Mr. Anil Kumar Saboo who has expired on 19th December, 2022. Complete details of the said Committee are given in the Corporate Governance Report, attached as Annexure to this Board''s Report.
ii) Recommendation by Audit Committee:
There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during the financial year under review.
iii) Composition of Nomination & Remuneration Committee
The Board has constituted the Nomination & Remuneration Committee under the Chairmanship of Mr. Bharat Kumar Nadhani. Complete details of the said Committee are given in the Corporate Governance Report, attached as Annexure to this Board''s Report.
iv) Composition of Stakeholders Relationship Committee
The Board has constituted the Stakeholders Relationship Committee under the Chairmanship of Mr. Bharat Kumar Nadhani. Complete details of the said Committee are given in the Corporate Governance Report, attached as Annexure to this Board''s Report.
v) Composition of Corporate Social Responsibility Committee
The Board has constituted the Corporate Social Responsibility Committee under the Chairmanship of Mr. Suresh Chand Bansal, Executive Chairman of the Company. Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board''s Report.
vi) Risk Management Committee
Pursuant to the amended provisions of Regulation 21 of the SEBI (LODR) Regulations, 2015, the Board has constituted the Risk Management Committee under the Chairmanship of Mr. Vikas Bansal, Executive Director of the Company. Considering the multitude of risks faced by listed entities, risk management has emerged as a very important function of the Board of Directors. The Covid-19 pandemic has also reinforced the need for a robust risk management framework for a Company. The said RMC has identified "Risk Management Policyâ to minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The Policy also defines the risk management approach across the enterprise at various levels. Risk Management forms an integral part of the Company''s planning process. The constitution details, roles and functions of the RMC are highlighted in the Corporate Governance Report. The Company''s policy on Risk Management are available on the website of the Company at the following weblink: https://www.beekaysteel.com/ wp-content/uploads/2021/08/Risk Management Policy -Beekay Steel.pdf
vii) Other Functional Committees
The Complete details of the composition of other functional committee are given in the Corporate Governance Report, attached as Annexure to this Board''s Report
viii) Material changes and commitments, if any, affecting the financial position between the end of the financial year and date of the report
There is no such material changes affected the financial position between the end of the financial year and date of the report.
ix) Risk Analysis
The Company has well defined risk management framework in place comprising of regular audits and checks for identifying, assessing, mitigating, monitoring and reporting of risks associated with the businesses of the Company. Major risks as identified are systematically addressed by the concerned process owners through risk mitigation actions on a continuing basis.
x) Extracts of Annual Return
Pursuant to Section 92 of the Companies Act, 2013 and amendments thereof and in compliance of the Companies (Amendment) Act, 2017, effective August 28, 2020, the draft Annual Return for the financial year 2021-22 is placed on the website of the Company at the following weblink: https:// www.beekavsteel.com/investors-zone/annual-return/
xi) Subsidiaries, Associates or Joint Ventures:
Your Company has Wholly Owned Subsidiary Company namely M/S. Beekay Utkal Steel Pvt. Ltd. and one Associate Company, i.e. M/S. AKC Steel Industries Ltd. and does not have any joint ventures, during the year under review.
xii) Nomination, Remuneration and Evaluation Policy:
The Company on recommendation of its Nomination & Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy, in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and the Listing Agreement with the stock exchanges (as amended from time to time). This Policy is formulated to provide a framework and set standards in relation to the followings:
a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.
b. Remuneration payable to the Directors, KMPs and Senior Management Executives.
c. Evaluation of the performance of the Directors.
d. Criteria for determining qualifications, positive attributes and independence of a Director.
There has been no change in the policy since last fiscal. The remuneration/ sitting fees paid to the Directors are as per the terms laid out in the Nomination and Remuneration Policy of the Company. The detailed Nomination & Remuneration Policy of the Company is placed on the Company''s website and can be viewed at www.beekaysteel.com
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH
Actâ) and Rules made thereunder. Internal Complaints Committee (ICC) has been set up to redress and resolve complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no complaints with allegations of sexual harassment were filed.
The industrial relation during the year 2022-23 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staffs and Workers towards the progress of the Company.
The Board of Directors take this opportunity to express their appreciation for the cooperation and assistance received from the Government of India, the State Governments of Andhra Pradesh, Tamil Nadu, West Bengal , Jharkhand and Odisha; the financial
institutions, banks as well as the shareholders during the year under review. The Directors also wish to place on record their deep sense of appreciation of the devoted and dedicated services rendered by all employees of the Company.
For and On behalf of the Board of Directors For Beekay Steels Industries Ltd.
Sd/-
Suresh Chand Bansal
Executive Chairman (DIN:00103134)
Registered Office:
''Lansdowne Towers'' Sd/-
4th Floor, 2/1A, Sarat Bose Road Mukesh Chand Bansal
Kolkata - 700 020 Executive Director
Date: 11th August, 2023 (DIN:00103098)
Mar 31, 2018
Dear Shareholders
The Board of Directors are pleased to present the 37th Annual Report on the business and operations of your Company together with the Companyâs Audited Financial Statements (standalone and consolidated) for the financial year ended 31st March, 2018.
Financial results (Rs. in Crores)
|
Particulars |
Standalone |
Consolidated |
||
|
Financial Year |
Financial Year |
Financial Year |
Financial Year |
|
|
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
|
Operating Income |
992.39 |
779.43 |
992.39 |
779.43 |
|
Profit before interest, depreciation & taxation |
143.50 |
87.02 |
143.50 |
87.02 |
|
Finance Cost |
18.50 |
18.87 |
18.50 |
18.87 |
|
Depreciation |
14.99 |
14.82 |
14.99 |
14.82 |
|
Profit before taxation |
110.01 |
53.33 |
110.01 |
53.33 |
|
- Current Tax |
39.40 |
18.16 |
39.40 |
18.16 |
|
- Deferred Tax |
(0.19) |
0.68 |
(0.19) |
0.68 |
|
Profit after taxation |
70.80 |
34.49 |
70.80 |
34.49 |
|
Adjustments |
0.0000 |
0.0010 |
0.0000 |
0.0010 |
|
Share of Profit/(Loss) from Associates |
- |
- |
(0.18) |
(0.10) |
|
Balance brought forward |
125.56 |
98.11 |
126.22 |
98.87 |
|
Profit available for appropriation |
196.36 |
132.60 |
196.84 |
133.26 |
|
Appropriation |
||||
|
Dividend-Equity Shares |
1.90 |
1.90 |
1.90 |
1.90 |
|
Dividend Tax |
0.39 |
0.39 |
0.39 |
0.39 |
|
Transfer to General Reserve |
5.00 |
0 |
5.00 |
|
|
Remeasurement of net defined benefit plan (net of tax) |
(0.04) |
(0.25) |
(0.04) |
(0.25) |
|
Balance carried forward |
194.11 |
125.56 |
194.59 |
126.22 |
Financial highlights
- Overall growth achieved of 27% in the turnover from RS.779.43 Crores in the previous year to RS.992.38 Crores in 2017-18.
- Export sales increased by 247% from RS.79.51 Crores in the previous year to RS.275.88 Crores in 2017-18.
- EBIDTA at RS.143.50 Crores has grown by 65% over previous year.
- PAT has also increased extensively by 105% from RS.34.48 Crores in the previous year to RS.70.79 Crores.
- EPS of the Company for the year ended 31st March 2018 stood RS.37.12 as compared to RS.18.08 in its previous year.
The overall growth in the turnover and the profit of the Company over the previous year driven mainly for increase of sales in TMT Bar segment, increase in volume of exports and increase in volume of job work business. In order to strengthen its market share in TMT segment, the company continued to spend aggressively on advertisement and brand establishments. Besides, efficiency improvement and cost optimization have been followed across all the functions of the organization.
Dividend
Your Directors are pleased to recommend a dividend of 10% (RS.1/-) per equity share of RS.10/- each ( Last year RS.1/- ) for the Financial Year ended 31st March, 2018 subject to approval of the shareholders at the ensuing Annual General Meeting. The total outgo on account of dividend will be aggregating to RS.228.85 Lakhs (including Dividend Distribution Taxes).
The unpaid and unclaimed dividend lying in the Unpaid Dividend Account becomes due to be transferred to Investor Education & Protection Fund (âIEPF) after a period of 7 (seven) years. Your Directors therefore suggest you to claim the unpaid dividend before the last date.
The unpaid and unclaimed Dividend for the year 2009-10 has already been transferred to the Central Government, to Investor Education & Protection Fund (âIEPFâ) on 3rd December, 2017. The unpaid and unclaimed Dividend for the year 2010-11 is due to be transferred to Investor Education & Protection Fund (âIEPFâ) by 2nd December, 2018.
During the year under review your Company has transferred 360850 nos. of equity shares of 415 shareholders to Investor Education Protection Fund (IEPF) , those who had not claimed dividend for a period of 7 years with effect from the F.Y. 2008-09 , as per the IEPF Rules notified by the Central Govt. from time to time. Your Company also initiates to transfer the equity shares of those shareholders who had not claimed dividend from FY 2009-10 till date of the report.
The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, September 22, 2018 to Friday, September 28, 2018 (both days inclusive) for the purpose of payment of dividend for the Financial Year ended March 31, 2018 and the AGM.
Share Capital
The paid up equity share capital as on March 31, 2018 stood at RS.19,09,09,270/- comprising of 19072052 shares of RS.10/-each fully paid shares and balance of RS.1,88,750 is the amount of forfeited shares. The Company has not issued any share during the year under review. The company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.
Finance
Cash and cash equivalents as at March 31, 2018 was RS.521.05 Lakhs (Previous year RS.998.36 Lakhs). The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
Deposits
Your Company has not accepted any deposits during the year, no deposits remained unpaid or unclaimed as at the end of the year and there was no default in repayment of deposits or payment of interest thereon during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014
Transfer to reserve
The Company has not transferred any amount to the General Reserves out of the profit for the financial year ended 31st March, 2018.
Particulars of loans, guarantees or investments
The company has neither given any loans or guarantees nor made any investment during the year under review. The overall limit is within the powers of the Board as applicable to the Company in terms of the applicable provisions of the Companies Act, 2013.
The detail of the investments made, loans or guarantees given by company, are given in the notes to the financial statements.
Internal financial controls
The Company has in place an adequate and robust system for internal financial controls commensurate with the size and nature of its business. Internal control systems are integral to the Companyâs corporate governance policy and no reportable material weakness was observed in operations.
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.
The Audit Committee of the Company evaluated the adequacy of internal financial control. During the year such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed. The Statutory Auditors of the Company conducted audit on the Companyâs internal financial control over financial reporting and the report of the same is annexed with Auditorâs Report.
Corporate social responsibilities initiatives
The Company has a Corporate Social Responsibility Committee comprising of three directors, the details of which are mentioned in the corporate governance Report which form part of this Report.
In compliance with section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the disclosures with respect to CSR Committee and expenditure made by the Company forms part of this Report and marked as âAnnexure âAâ. The Committee met thrice during the year to discharge its responsibilities. The CSR Policy may be accessed on the Companyâs website at the web link: https://www.beekaysteel. com.
Extract of annual return
In accordance with the provisions of Sections 92 (3) & 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of the annual return in Form No. MGT - 9, is marked as âAnnexure - Bâ and annexed hereto and forms a part of this report.
Number of meetings of the board
The Board of Directors met 5 (Five) times during the year and the maximum interval between two meetings did not exceed 120 days. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations. The details of the number of meetings of the Board held during the financial year 2017-18 also form part of the Corporate Governance Report.
Directorâs responsibility statement
As required by Sections 134(3) (c) & 134 (5) of the Companies Act, 2013 your Directors state that:
(a) In the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;
(b) The accounting policies adopted in the preparation of the annual accounts have been applied consistently except as otherwise stated in the Notes to Financial Statements and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2017-18 and of the profit for the year ended 31st March, 2018;
(c) Proper and sufficient care has been taken 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 annual accounts for the year ended 31stMarch, 2018, have been prepared on a going concern basis.
(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
(f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
Declaration by independent directors
Mr. Brijesh Kumar Dalmia, Mr. Bhal Chandra Khaitan, Mr. Ravishankar Sridharan, Mr. Srikumar Banerjee, Mr. Tapan Kumar Banerjee, and Mrs. Shyanthi Sengupta are Independent Directors on the Board of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter â SEBI (LODR) Regulationâ).
Companys policy on directorâs appointment and remuneration
Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has formulated a Remuneration Policy.
The remuneration policy of the Company, inter alia, includes the aims and objectives, principles of remuneration, guidelines for remuneration/ sitting fees to Executive Directors and Non-Executive Directors, fixed and variable components in the remuneration package, criteria for identification of the Board Members and appointment of senior management.
The criteria for identification of the Board Members including that for determining qualification, positive attributes, independence etc. are summarily given hereunder:
- The Board Member shall possess appropriate skills, qualification, characteristics and experience. The objective is to have a Board with diverse background and experience in business, government, academics, technology, human resources, social responsibilities, finance, law etc. and in such other areas as may be considered relevant or desirable to conduct the Companyâs business in a holistic manner.
- Independent Director shall be person of integrity and possess expertise and experience and/or someone who the Committee/Board believes could contribute to the growth/ philosophy/strategy of the Company.
- In evaluating the suitability of individual Board Members, the Committee takes into account many factors, including general understanding of the Companyâs business dynamics, global business, social perspective, educational and professional background and personal achievements.
- Director should possess high level of personal and professional ethics, integrity and values. He should be able to balance the legitimate interest and concerns of all the Companyâs stakeholders in arriving at decisions, rather than advancing the interests of a particular section.
- Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. He must have the aptitude to critically evaluate managementâs working as part of a team in an environment of collegiality and trust.
- The Committee evaluates each individual with the objective of having a group that best enables the success of the Companyâs business and achieves its objectives.
Credit rating
During the year under review, India Rating and Research Private Limited (Ind-Ra), a wing of international rating agency FITCH Group, has upgraded and revised your Companyâs Long-Term Issuer Rating to âIND A-/Stableâfrom âIND BBB â .
The Outlook is Stable.
Related party transactions
All transactions entered with Related Parties during the financial year were on an armâs length basis and were in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further, there are no materially significant related party transactions during the year under review.
The necessary disclosures regarding the transactions as required in Form AOC 2 are given in the notes to accounts. The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the Audit Committee and Board of Directors were taken wherever required in accordance with the Policy. The Company has not entered into any specific contract with related parties.
Risk management
The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. The framework also defines the risk management approach across the enterprise at various levels. Risk Management forms an integral part of the Companyâs planning process.
Board evaluation & criteria for evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, 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 evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, compliance with code of conduct, vision and strategy, which is in compliance with applicable laws, regulations and guidelines. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman 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.
Directors and key managerial personnel
(i) Directors - Retirement by Rotation:
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Manav Bansal, & Mr. Vijay Kumar Bansal, Directors of the Company would retire by rotation from the Board and being eligible, offers themselves for re-appointment.
The above appointments are subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.
(ii) Appointment/ Re-appointment of Directors/ Executive Directors:
The present terms of re-appointment of :-
(1) Mr. Suresh Chand Bansal (DIN 00103134) as the Executive Chairman would expire on 30th September, 2018; for further period of 5 (Five) years commencing from 1st October, 2018, and
(2) Mr. Vikas Bansal (DIN 00103065) as the Executive Director would expire on 30th September, 2018, for further period of 5 (Five) years commencing from 1st October, 2018
(3) Mr. Manav Bansal (DIN 00103024) as the Whole-Time Director would expire on 31st March, 2019, for further period of 5 (Five) years commencing from 1st April, 2019;
The Board of Directors at its meeting held on 13th August, 2018 has re-appointed Mr. Suresh Chand Bansal as an Executive Chairman and Mr. Vikas Bansal as an Executive Director, Mr. Manav Bansal as a Whole-time Director pursuant to the provisions of sections 196, 197, 198 read with Schedule V and/or any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 subject to the approval of the members by separate Special Resolutions for each re-appointment, in the ensuing Annual General Meeting of the Company.
The re-appointments are for further period of 5 (Five) years:-
(1) In the case of Mr. Suresh Chand Bansal commencing from 1st October, 2018, and
(2) In the case of Mr. Vikas Bansal commencing from 1st October, 2018
(3) In the case of Mr. Manav Bansal commencing from 1st April, 2019;
on terms and conditions as mentioned in the explanatory statement to the notice convening Annual General Meeting. In accordance to the verification made by the Company and its Nomination and Remuneration Committee, the aforesaid Director is not debarred from holding of official Director pursuant to any SEBI Order.
The present terms of appointment of Shri Bhal Chandra Khaitan (DIN 00343007), Shri Ravishankar Sridharan (DIN: 03120944) and Shri Srikumar Bandhopadhyay (DIN: 03504452), as Independent Directors would expire on 31st March, 2019. The Board of Directors at its meeting held on 13th August, 2018 has re-appointed Shri Bhal Chandra Khaitan, Shri Ravishankar Sridharan and Shri Srikumar Bandhopadhyay, as Independent Directors pursuant to the provisions of sections 149, 152 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Director) Rules, 2014 subject to the approval of members by special resolutions in the ensuing Annual General Meeting of the Company, for a further period of 5 (Five) years being 2nd term of their appointment commencing from 1st April, 2019. In accordance to the verification made by the Company and its Nomination Committee, the aforesaid Directors are not debarred from holding of official Directors pursuant to any SEBI Order.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.
(iii) Wholetime Key Managerial Personnel (KMP):
In view of the provisions of Section 203 of the Companies Act, 2013 Shri Mukesh Chand Bansal, Managing Director, Shri Manav Bansal, Wholetime Director & CFO, and Shri Rabindra Kumar Sahoo, Company Secretary are the Key Managerial Personnel of the Company.
During the year under review, there was no change in the composition of the Board of Directors.
None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made thereunder. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) as applicable.
Details of significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and companyâs operations in future
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and companyâs operations in future.
Adoption of Indian Accounting Standards (Ind AS)
The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015 notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. IND AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014. As mandated by the MCA, IND AS has been adopted by/is applicable to your Company w.e.f. 1st April, 2017.
Material changes affecting the Company
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of business of the Company.
Vigil mechanism / whistle blower policy
In compliance with provisions of Section 177(9) of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, the Company has framed a Vigil Mechanism/Whistle Blower Policy to deal with unethical behavior, actual or suspected fraud or violation of the companyâs code of conduct or ethics policy, if any. The Vigil Mechanism/Whistle Blower Policy has also been uploaded on the website of the Company.
The Audit committee oversees the vigil mechanism and the persons who avail the mechanism are encouraged to escalate to the level of the Audit Committee for any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. This policy also allows the direct access to the Chairperson of the Audit Committee.
Details relating to remuneration of directors, key managerial personnel and employees
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as âAnnexure- Câ which is annexed hereto and forms part of the Directorsâ Report.
Particulars of employees
There is no such employee in the Company, the information of which is required to be furnished under provisions of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Having regard to the provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company.
Companyâs website
The website of your Company, www.beekaysteel.com, has been designed to present the Companyâs businesses up-front on the home page. The site carries a comprehensive database of information including the Financial Results of your Company, Shareholding pattern, Directorâs & Corporate Profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per the SEBI (LODR) Regulations, 2015 (erstwhile Listing Agreement)has been uploaded.
Performance & financial position of associate
A K C Steel Industries Ltd. is a listed Company dealing in manufacturing and trading of steel and has reported total revenue of RS.4.29 Crores and has incurred a Loss of RS.64.05 Lakhs during the year under review.
The Revenue and the loss incurred by the Associate Company have not directly contributed since they have not adjusted any loss from the Company incurred by them.
Auditors and auditorsâ report Statutory Auditors:
The present Statutory Auditors, M/s. LIHALA & CO., Chartered Accountants, holds office upto the conclusion of the Annual General Meeting (AGM) to be held for the financial year 2018-19. With the amendment of Section 139 of the Companies Act, 2013 and Rule 3(7) of The Companies (Audit and Auditors) Rules, 2014 as amended by the Companies (Amendment) Act, 2017 effective from 7th May, 2018, the ratification of the Auditors in each of the Annual general meeting has been done away with and they would not be subject to ratification during continuation of in the office of the Statutory Auditorsâ of the Company. Accordingly, requisite modification has been proposed for consideration of the shareholders in the ensuing Annual General Meeting.
The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer.
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 Board had appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary to conduct Secretarial Audit of the Company for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year ended 31st March, 2018 is annexed herewith and marked as âAnnexure -Dâ. The Report is self-explanatory and do not call for any further comments. The Secretarial Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.
Cost Auditors:
Pursuant to Section 148 of the Companies Act, 2013, in terms of the Central Governmentâs approval, the Board of Directors on the recommendation of the Audit Committee re-appointed M/s. Musib & Co., Cost Accountants, as the Cost Auditor of the Company for the year 2018-19. The remuneration proposed to be paid to the Cost Auditor requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to the Cost Auditor is being sought at the ensuing Annual General Meeting.
The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and armâs length relationship with the Company.
The Company submits itâs Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period and the Cost Audit Report for the financial year 2016-17 has already been filed with MCA.
Corporate governance
Your Company has initiated, by providing the shareholders, to avail the option of receiving online the requisite documents i.e. notices, annual reports, disclosures and all other communications, by registering their e-mail Ids. Forthe success of âGreen Initiativeâ as per MCA circular no. 17/2011 & No. 18/2011.
The Company continues to comply with the requirements of SEBI (LODR) Regulations, 2015 regarding Corporate Governance. The Report on Corporate Governance together with a certificate from Mr. S.K. Tibrewalla, Practicing Company Secretary regarding Compliance of Conditions of Corporate Governance, certification by M.D./CEO and the Management Discussion & Analysis Report are attached herewith which form part of this Annual Report.
Management discussion and analysis report
The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report and forms an integral part of this report.
Stock exchange listing
The Equity Shares of your Company are listed on BSE Limited (nationwide trading terminal). The applicable annual listing fees have been paid to the Stock Exchange till financial year 2018-19.
Code of conduct
The Code of Conduct for Directors, KMPs and Senior Executive of the Company is already in force and the same has been placed on the Companyâs website: www.beekaysteel.com.
Code of conduct for prevention of insider trading
In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 your Company has adopted the Code of Conduct for Prevention of Insider Trading and the same is also placed on the Companyâs website:www.beekaysteel.com.
Energy conservation, technology absorption and foreign exchange earnings and outgo
Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, are given in the âAnnexure Eâ annexed hereto and forms a part of this report.
Consolidated financial statements
The Audited Consolidated Financial Statements of your Company for the Financial Year 2017-18, is prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounting Standards as laid down by the Institute of Chartered Accountants of India and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of this Annual Report.
Further a statement containing the salient features of the financial statement of the Associate Company in the prescribed format, Form AOC-1 and forms part of this Annual Report and is annexed hereto and marked as âAnnexure-Fâ
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information will be available on our website. These documents will also be available for inspection during business hours at the Registered office of the Company. The Company will also make available copy on specific request by any member of the Company, interested in obtaining the same.
In accordance with regulation 33 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company opts to submit consolidated financial results only on Annual basis and the same has been intimated to the Stock exchange.
Disclosures as per applicable act and SEBI (LODR) Regulation, 2015
i) Composition of Audit Committee:
The Board has constituted the Audit Committee under the Chairmanship of Mr. Bhal Chandra Khaitan. Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Boardâs Report.
ii) Post Balance Sheet events:
There is no other material changes in commitments affecting the financial position of the Company occurred since the end of the financial year 2017-18.
iii) Subsidiaries, Associates or Joint Ventures:
Your Company has only one Associate Company, i.e. M/s. AKC Steel Industries Ltd. and does not have any subsidiaries or joint ventures, during the year under review.
iv) Nomination, Remuneration and Evaluation Policy:
The Company on recommendation of its Nomination & Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy, in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and the Listing Agreement with the stock exchanges (as amended from time to time). This Policy is formulated to provide a framework and set standards in relation to the followings:
a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.
b. Remuneration payable to the Directors, KMPs and Senior Management Executives.
c. Evaluation of the performance of the Directors.
d. Criteria for determining qualifications, positive attributes and independence of a Director.
There has been no change in the policy since last fiscal. The remuneration/ sitting fees paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.
The detailed Nomination & Remuneration Policy of the Company is placed on the Companyâs website and can be viewed at www. beekaysteel.com
The sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no complaints with allegations of sexual harassment were filed.
Industrial relations
The industrial relation during the year 2017-18 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.
Appreciation
Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from the Government of India, the State Governments of Andhra Pradesh, Tamil Nadu, West Bengal and Jharkhand; the financial institutions, banks as well as the shareholders and debenture holders during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.
Registered Office: For and on behalf of the Board
For Beekay Steel Industries Limited
âLansdowne Towersâ Sd/-
4th Floor, 2/1A, Sarat Bose Road Suresh Chand Bansal
Executive Chairman
(DIN:00103134)
Mukesh Chand Bansal
Kolkata - 700 020 Managing Director
Date: 13th August, 2018 (DIN:00103098)
Mar 31, 2016
To,
The Members of
Beekay Steel Industries Limited
The Directors take pleasure in presenting the 35thannual report on the business and operations of your Company together with the audited accounts of your Company for the year ended 31 st March, 2016:
FINANCIAL RESULTS
(Rs, in crores)
|
Particulars |
Financial Year 2015-16 |
Financial Year 2014-15 |
|
Sales/Income from Operations |
559.52 |
554.20 |
|
Profit for the Year before Interest, Depreciation & Tax |
66.80 |
62.16 |
|
Finance Cost |
21.24 |
21.36 |
|
Depreciation |
15.92 |
16.46 |
|
Profit Before Taxation |
29.64 |
24.34 |
|
Provision for Tax-Current Tax |
9.56 |
6.63 |
|
MAT Credit |
- |
- |
|
Provision for Tax-Deferred Tax |
0.76 |
2.11 |
|
Profit for the Year |
19.32 |
15.59 |
|
Add/(Less): Adjustments |
0.0045 |
0.01 |
|
Balance of Profit for the Previous Year |
83.01 |
74.67 |
|
Balance available for appropriation |
102.32 |
90.26 |
|
APPROPRIATIONS: |
||
|
Dividend-Equity Shares |
1.91 |
1.91 |
|
Dividend Tax |
0.38 |
0.38 |
|
Transfer to general Reserve |
5.00 |
5.00 |
|
Transfer to Capital Redemption Reserve |
- |
- |
|
Balance of Profit carried over |
95.03 |
83.01 |
FINANCIAL HIGHLIGHTS
During the year under review, the Company achieved a gross turnover of Rs.559.52 Crores as against Rs.554.20 Crores for the corresponding period of the previous year.There is an increase in operating EBIDTA by 7.5 % to 66.80 Crores against Rs. 62.16 Crores The net profit after tax during the year has increased significantly to Rs. 19.31 Crores as against Rs15.60 Crores for the previous year registering a healthy growth of 23.78% .
The increase in EBIDTA Margin, Net Profit and Profit after Tax has been achieved mainly due to change in the product mix supported by improvements in operational efficiencies and benefits derived from cost reduction measures.
DIVIDEND
Your Directors are pleased to recommend a dividend of 10% for the Financial Year 2015-16 for the Equity Shares of the company subject to approval of the shareholders at the ensuing Annual General Meeting. The total outgo on account of dividend will be aggregating to Rs. 228.85 Lakhs (In-taxes).
The unpaid and unclaimed dividend lying in the Unpaid Dividend Account becomes due to be transferred to Investor Education & Protection Fund ("IEPF") after a period of 7 (seven) years. Your Directors therefore suggest you to claim the unpaid dividend before the last date.
The unpaid and unclaimed Dividend for the year 2007-08 has already been transferred to the Central Government, to Investor Education & Protection Fund ("IEPF") on 1st December, 2015. The unpaid and unclaimed Dividend for the year 2008-09 is due to be transferred to Investor Education & Protection Fund ("IEPF") by 2nd December, 2016.
SHARE CAPITAL
The paid up equity capital as on March 31, 2016 remained at Rs 19,09,09,270 comprising of 19072052 shares of Rs 10/-each. The Company has not issued any shares during the year under review. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
FINANCE
Cash and cash equivalents as at March 31, 2016 was Rs.366.73 Lakhs. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
DEPOSITS
Your Company has not accepted any deposits during the year, no deposits remained unpaid or unclaimed as at the end of the year and there was no default in repayment of deposits or payment of interest thereon during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014
AMOUNT TRANSFERRED TO RESERVES
The Company has transferred an amount of Rs.5.00 Crores to the General Reserves out of the profit for the financial year ended 31st March, 2016.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.
The detail of the investments made by company is given in the notes to the financial statements.
INTERNAL FINANCIAL CONTROLS
The Company has in place an adequate and robust system for internal financial controls commensurate with the size and nature of its business. Internal control systems are integral to the Company''s corporate governance policy and no reportable material weakness were observed in operations.
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.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has a Corporate Social Responsibility Committee comprising of three directors, the details of which are mentioned in the corporate governance Report which form part of this Annual Report:
In compliance with section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the company has established Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to CSR Committee forms part of this Report as ''Annexure A''. The Committee met four times during the year to discharge its responsibilities. The CSR Policy may be accessed on the Company''s website at the web link: https://www.beekaysteel.com .
EXTRACT OF ANNUAL RETURN
In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the details forming part of the extract of the annual return in Form No. MGT - 9, is marked as ''Annexure - B'' and annexed hereto and forms a part of this report.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the financial year 2015-16 forms part of the Corporate Governance Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required by Section 134(3) (c) of the Companies Act, 2013 your Directors state that:
(a) in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;
(b) the accounting policies adopted in the preparation of the annual accounts have been applied consistently except as otherwise stated in the Notes to Financial Statements and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2015-16 and of the profit for the year ended 31st March, 2016;
(c) proper and sufficient care has been taken 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 annual accounts for the year ended 31st March, 2016, have been prepared on a going concern basis.
(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
Mr. Brijesh Kumar Dalmia, Mr. Bhal Chandra Khaitan, Mr. Ravishankar Sridharan, Mr. Srikumar Banerjee, Mr. Tapan Kumar Banerjee, and Ms. Shyanthi Sengupta are Independent Directors on the Board of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ( hereinafter '' SEBI LODR Regulations).
COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI LODR Regulations, the Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has formulated a Remuneration Policy.
The remuneration policy of the Company, inter alia, includes the aims and objectives, principles of remuneration, guidelines for remuneration to Executive Directors and Non-Executive Directors, fixed and variable components in the remuneration package, criteria for identification of the Board Members and appointment of senior management.
The criteria for identification of the Board Members including that for determining qualification, positive attributes, independence etc. are summarily given hereunder:
- The Board Member shall possess appropriate skills, qualification, characteristics and experience. The objective is to have a Board with diverse background and experience in business, government, academics, technology, human resources, social responsibilities, finance, law etc. and in such other areas as may be considered relevant or desirable to conduct the Company''s business in a holistic manner.
- Independent director shall be person of integrity and possess expertise and experience and/or someone who the Committee/Board believes could contribute to the growth/philosophy/strategy of the Company.
- In evaluating the suitability of individual Board Members, the Committee takes into account many factors, including general understanding of the Company''s business dynamics, global business, social perspective, educational and professional background and personal achievements.
- Director should possess high level of personal and professional ethics, integrity and values. He should be able to balance the legitimate interest and concerns of all the Company''s stakeholders in arriving at decisions, rather than advancing the interests of a particular section.
- Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. He must have the aptitude to critically evaluate management''s working as part of a team in an environment of collegiality and trust.
- The Committee evaluates each individual with the objective of having a group that best enables the success of the Company''s business and achieves its objectives.
CREDIT RATING
India Rating and Research Private Limited (Ind-Ra), a wing of international rating agency FITCH Group, has reaffirmed your company Long-TermIssuer Rating at ''IND BBB'' with stable outlook.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the financial year were on an arm''s length basis and were in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further, there are no materially significant related party transactions during the year under review.
RISK MANAGEMENT
The Company has a robust Risk Management framework to identify, evaluate business risks, and opportunities. This framework seeks to minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The framework also defines the risk management approach across the enterprise at various levels. Risk Management forms an integral part of the Company''s planning process.
BOARD EVALUATION & CRITERIA FOR EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, 2015 (erstwhile Clause 49 of the Listing Agreement) , 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 Chairman 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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
On the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company during its Meeting held on 12.08.2016 has recommended re-appointment Mr. Mukesh Chand Bansal as Managing Director of the Company for another term of 5 years w.e.f. 01.01.2017. The requirement under the provisions of the Companies Act, 2013 and the provisions of the SEBI LODR Regulations, 2015 also stands complied with such appointments
Mr. Manav Bansal, Whole time Director & CFO & Mr. Vijay Kumar Bansal, Non-Promoter Non-Executive Director retires from the Board by rotation and being eligible, offers themselves for re-appointment.
The above appointments are subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.
In view of the provisions of Section 203 of the Companies Act, 2013 Shri Mukesh Chand Bansal, Managing Director, Shri Manav Bansal, Whole time Director & CFO, and Shri Rabindra Kumar Sahoo, Company Secretary were identified as Key Managerial Personnel of the Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and company''s operations in future.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In compliance with provisions of Section 177(9) of the Companies Act, 2013 and SEBI LODR Regulation, the Company has framed a Vigil Mechanism/Whistle Blower Policy to deal with unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy, if any. The Vigil Mechanism/Whistle Blower Policy has also been uploaded on the website of the Company.
PARTICULARS OF EMPLOYEES
There is no such employee in the Company, the information of which is required to be furnished under provisions of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Having regard to the provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company.
COMPANY''S WEBSITE
The website of your Company, www.beekaysteel.com , has been designed to present the Company''s businesses upfront on the home page. The site carries a comprehensive database of information including the Financial Results of your Company, Shareholding pattern, Director''s & Corporate profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per the SEBI LODR Regulations, 2015 (erstwhile Listing agreement ) has been uploaded.
DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as ''Annexure- C'' which is annexed hereto and forms part of the Directors'' Report.
AUDITORS & AUDITORS'' REPORT Statutory Auditors:
The Company''s Auditors, Messrs Rustagi & Associates, Chartered Accountants, retire at the end of 36th Annual General Meeting of the Company and are eligible for reappointment subject to ratification at the ensuing AGM by members. The members are requested to appoint the auditors and to fix their remuneration.
Messers Rustagi & Associates, Chartered Accountants has confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013 and has certified that they are free from any disqualifications specified under Section 148(5) and all other applicable provisions of the Companies Act, 2013.
The notes on accounts referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.
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 Board had appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary to conduct Secretarial Audit of the Company for the Financial Year 2015-16. The Secretarial Audit Report for the Financial Year ended 31st March, 2016 is annexed herewith and marked as ''Annexure -D''. The Report is self-explanatory and do not call for any further comments.
Cost Auditors:
Pursuant to Section 148 of the Companies Act, 2013, in terms of the Central Government''s approval, the Board of Directors on the recommendation of the Audit Committee appointed M/s. Musib & Co., Cost Accountants, as the Cost Auditor of the Company for the year 2016-17. The remuneration proposed to be paid to the Cost Auditor requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to the Cost Auditor is being sought at the ensuing Annual General Meeting.
The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm''s length relationship with the Company.
The Company submits it''s Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period and the Cost Audit Report for the financial year 2014-15 has already been filed with MCA.
CORPORATE GOVERNANCE
Your Company has initiated, by providing the shareholders, to avail the option of receiving online the requisite documents i.e. notices, annual reports, disclosures and all other communications, by registering their e-mail Ids. For the success of ''Green Initiative'' as per MCA circular no. 17/2011 & No. 18/2011.
The Company continues to comply with the requirements of SEBI LODR Regulations, 2015 (erstwhile Clause 49 of the Listing Agreement) regarding Corporate Governance. The Report on Corporate Governance together with a certificate from Mr. S.K. Tibrewalla, Practicing Company Secretary regarding Compliance of Conditions of Corporate Governance, certification by M.D. /CEO and the Management Discussion & Analysis Report are attached herewith which form part of this Annual Report.
STOCK EXCHANGE LISTING
The Equity Shares of your Company are listed on BSE Limited (nation-wide trading terminal) under direct listing route, the trading of shares have started w.e.f. 25th March, 2015. The Company''s Equity Shares have already been voluntarily delisted from the Calcutta Stock Exchange Ltd. w.e.f. 1st April, 2016 under SEBI Delisting Regulation. Vide SEBI exit notice to Kanpur Stock Exchange on June, 2015; the Kanpur Stock Exchange has stopped its operation as a Stock Exchange. The applicable annual listing fees have been paid to the Stock Exchange till financial year 2016-17.
CODE OFCONDUCT
The Code of Conduct for Directors, KMPs and Senior Executive of the Company is already in force and the same has been placed on the Company''s website: www.beekaysteel.com.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 your Company has adopted the Code of Conduct for Prevention of Insider Trading.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, are given in the ''Annexure E'', annexed hereto and forms a part of this report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company for the Financial Year 2015-16, is prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounting Standards and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of this Annual Report. Form AOC-1 is annexed hereto and marked as ''Annexure F''.
DISCLOSURES AS PER APPLICABLE ACT AND SEBI LODR REGULATION:
i) Composition of Audit Committee:
The Board has constituted the Audit Committee under the Chairmanship of Mr. Bhal Chandra Khaitan. Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board''s Report.
ii) Post Balance Sheet events:
The Company has received contract from SAIL for Job Work of TMT Bars at Company''s New Unit/Work at Parwada, Visakhapatnam. There is no other material changes in commitments affecting the financial position of the Company occurred since the end of the financial year 2015-16.
iii) Subsidiaries, Associates or Joint Ventures:
Your Company has only one Associate Company ,i.e. M/s. AKC Steel Industries Ltd. and does not have any subsidiaries or joint ventures, during the year under review.
iv) Nomination, Remuneration and Evaluation Policy:
The Company on recommendation of its Nomination & Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy, in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and SEBI (LODR), Regulations, 2015. This Policy is formulated to provide a framework and set standards in relation to the followings:
a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.
b. Remuneration payable to the Directors, KMPs and Senior Management Executives.
c. Evaluation of the performance of the Directors.
d. Criteria for determining qualifications, positive attributes and independence of a Director. APPRECIATION
Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from the Government of India,; the State Governments of Andhra Pradesh, Tamil Nadu, West Bengal and Jharkhand; the financial institutions, banks as well as the shareholders and debenture holders during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.
Registered Office: For and on behalf of the Board
''Lansdowne Towers'' , 4th Floor, For Beekay Steel Industries Ltd.
2/1A, Sarat Bose Road Sd/-
Kolkata - 700 020 Suresh Chand Bansal â
Executive Chairman
(DIN : 00103134)
Place : Kolkata Mukesh Chand Bansal-
Managing Director
Date: 12th August, 2016 (DIN : 00103098
Mar 31, 2015
Dear Members,
The Directors take pleasure in presenting the 34th annual report on
the business and operations of your Company together with the audited
accounts of your Company for the year ended 31st March, 2015:
FINANCIAL RESULTS (Rs. in crores)
Particulars Financial Financial
year Year
2014-15 2013-14
Sales/Income from Operations 554.20 581.13
Profit for the Year before Interest, 62.16 61.57
Depreciation & Tax
Interest 21.36 20.04
Depreciation 16.46 12.56
Profit Before Taxation 24.34 28.97
Provision for Tax-Current Tax 6.63 6.16
MAT Credit  (4.50)
Provision for Tax-Deferred Tax 2.11 9.01
Profit for the Year 15.59 18.30
Add/(Less): Adjustments 0.01 (0.06)
Balance of Profit for the Previous Year 74.67 61.43
Balance available for appropriation 90.26 79.67
Appropriations:
Dividend-Equity Shares 1.91 Â
Dividend Tax 0.38 Â
Transfer to General Reserve 5.00 5.00
Transfer to Capital Redemption Reserve  Â
Balance of Profit carried over 83.01 74.67
RESULTS OF OPERATIONS
The turnover of your Company, during the year under review, has
declined by 4.6 % to Rs.554.20 Crores against Rs.581.13 Crores during
the previous year due to economic slowdown in India and across the
Globe. The lower demand resulted from economic slump throughout the
year in the domestic market which negatively affected our financial
performance as it contributed to the market sentiment. There is an
increase in operating EBIDTA by merely 1 % to 62.16 Crores against the
previous year of Rs. 61.57 Crores. The net profit after tax during the
year was Rs. 15.60 Crores against of Rs 18.24 Crores in the previous
Year. There was decline in the net profit by 14.65 % comparing with the
previous year due to slowdown & stiff competition in the market. The
Board of Directors put their Endeavourto improve the overall
performance of the company.
Production in different units of the Company situated at Visakhapatnam
were severely affected due to Hudhud cyclone which caused not only
shutdown of plants temporarily for few months but also hit the orders
to supply the materials which your Company could not met on time.
DIVIDEND
Your Directors are pleased to recommend a dividend of Re. 1/- per share
(i.e.10%) on 19072052 equity shares for the year ended 31st March,
2015, subject to approval of the shareholder at the ensuing Annual
General Meeting. The total outgo on account of dividend will be
Rs.aggregating to Rs. 228.85 Lacs (In-taxes).
The unpaid and unclaimed dividend lying in the Unpaid Dividend Account
becomes due to be transferred to Investor Education & Protection Fund
("IEPF") after a period of 7 (seven) years. Your Directors therefore
suggest you to claim the unpaid dividend before the last date.
The unpaid and unclaimed Dividend for the year 2006-07 has already been
transferred to the Central Government, to Investor Education &
Protection Fund ("IEPF") on 2nd December, 2014. The unpaid and
unclaimed Dividend for the year 2007-08 is due to be transferred to
Investor Education & Protection Fund ("IEPF") by 26th November, 2015.
SHARE CAPITAL
The paid up equity capital as on March 31,2015 remained at Rs
19,09,09,270 comprising of 19072052 shares of Rs 10/-each. The Company
has not issued any shares during the year under review. The company has
not issued shares with differential voting rights nor granted stock
options nor sweat equity.
FINANCE
Cash and cash equivalents as at March 31, 2015 was Rs. 469.53 Lacs.The
company continues to focus on judicious management of its working
capital, Receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.
FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
The detail of the investments made by company is given in the notes to
the financial statements.
INTERNAL CONTROL & INTERNAL FIANACIAL CONTROL Overview
A Robust System of internal control, commensurate with the size and
nature of its business forms an integral part of the company corporate
governance.
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 significantfeatures of internal control systems include
* Documenting of policies, guidelines, authorities and approval
procedures, encompassing the Company's all primary functions.
* Deploying of a Matrix- 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 authorized
recording and reporting of all transactions.
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 asan enhanced control
consciousness.
Internal Financial Control
The Company has in place adequate internal financial controls with
reference to financial statements. During the year such controls were
tested and no reportable material weakness in the design or operation
was observed.
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 managementframeworkand
whistleblower mechanism.
The Internal auditors continuously monitors the efficacy of Internal
Financial Control system with the objective of providing to the Audit
Committee and the Board of Directors, an independent, objective and
reasonable assurance on the adequacy and effectiveness of the
organization's risk management with regard to the Internal Financial
Control system.
Audit Committee meets regularly to review reports submitted by the
internal auditors. The Audit Committee also meet the Company's
Statutory Auditors to ascertain their views on the financial
statements, including the financial reporting system and compliance to
accounting policies and procedures followed by the Company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has a Corporate Social Responsibility Committee comprising
of three directors which stood as follows as on 31st March, 2015:
The terms of reference and scope of work is same as prescribed in
section 135 of the Companies Act, 2013, and the Rules there under. The
Committee met four times during the year to discharge its
responsibilities. As part of its inititiatives under 'Corporate Social
Responsibility" (CSR) the company has undertaken projects in the areas
of Education, Livelihood, Health, Waterand Sanitation, Environment,
Rural development etc. As perthe said policy, the Company continues the
strategy of discharging part of its CSR responsibilities related to
social service through various trusts/societies in addition to its own
initiatives and donations made to other non-government organizations.
An Annual Report on CSR activities is annexed herewith as 'Annexure-A'
in the prescribed format. During the year the Company has spent Rs.
28.01 lacs Towards CSR activities.
EXTRACT OF ANNUAL RETURN
In accordance with the provisions of Section 134(3)(a) of the Companies
Act, 2013, the details forming part of the extract of the annual return
in Form No. MGT - 9, is marked as 'Annexure- B' and annexed hereto and
forms a part of this report.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the
financial year 2014-15 forms part of the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
As required by Section 134(3) (c) of the Companies Act, 2013 your
Directors state that:
(a) in the preparation of the annual accounts for the year ended 31st
March, 2015, the applicable accounting standards have been followed
with proper explanation relating to material departures, if any;
(b) the accounting policies adopted in the preparation of the annual
accounts have been applied consistently except as otherwise stated in
the Notes to Financial Statements and reasonable and prudent judgments
and estimates have been made so as to give a true and fair view of the
state of affairs of the Company at the end of the Financial Year
2014-15 and of the profit for the year ended 31st March, 2015;
(c) proper and sufficient care has been taken 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 annual accounts forthe year ended 31st March, 2015, have been
prepared on a going concern basis.
(e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
(f) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
DECLARATION BY INDEPENDENT DIRECTORS
Mr. Brijesh Kumar Dalmia, Mr. Bhal Chandra Khaitan, Mr. Ravishankar
Sridharan, Mr. Srikumar Banerjee, Mr. Tapan Kumar Banerjee, and Ms.
Shyanthi Sengupta are Independent Directors on the Board of the
Company. The Company has received declarations from all the
Independent Directors of the Company confirming that they meet the
criteria of independence as prescribed both under the Companies Act,
2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.
COMPANY'S POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION
Pursuant to provisions of Section 178 of the Companies Act, 2013 and
Clause 49 of the Listing Agreement, the Board of Directors of the
Company, based on the recommendation of the Nomination and Remuneration
Committee, has formulated a Remuneration Policy.
The remuneration policy of the Company, inter alia, includes the aims
and objectives, principles of remuneration, guidelines for remuneration
to Executive Directors and Non-Executive Directors, fixed and variable
components in the remuneration package, criteria for identification of
the Board Members and appointment of senior management.
The criteria for identification of the Board Members including that for
determining qualification, positive attributes, independence etc. are
summarily given here under:
* The Board Member shall possess appropriate skills, qualification,
characteristics and experience. The objective is to have a Board with
diverse background and experience in business, government, academics,
technology, human resources, social responsibilities, finance, law etc.
and in such otherareas as may be considered relevant ordesirableto
conductethe Company's business in a holistic manner.
* Independent director shall be person of integrity and possess
expertise and experience and/or someone who the Committee/Board
believes could contribute to the growth/philosophy/strategy of the
Company.
* In evaluating the suitability of individual Board Members, the
Committee takes into account many factors, including general
understanding of the Company's business dynamics, global business,
social perspective, educational and professional background and
personal achievements.
* Director should possess high level of personal and professional
ethics, integrity and values. He should be able to balance the
legitimate interest and concerns of all the Company's stakeholders in
arriving at decisions, ratherthan advancing the interests of a
particular section.
* Director must be willing to devote sufficient time and energy in
carrying out their duties and responsibilities effectively. He must
have the aptitude to critically evaluate management's working as part
of a team in an environment of collegiality and trust.
* The Committee evaluates each individual with the objective of having
a group that best enables the success of the Company's business and
achieves its objectives.
CREDITRATING
India Rating & Research Private Limited (Ind-Ra), a wing of
international rating agency FITCH Group, has upgraded your company long
term debt rating from 'IND BBB-'to 'IND BBB'. The outlook is also
stable. Ind-Ra has also upgraded your company bank facility also.
Ratings are based on established criteria and methodologies that India
Ratings is continuously evaluating and updating.
The Company's financial discipline and prudence is reflected in the
strong credit ratings ascribed by rating agencies as given below:
Instrument Roting Agency Rating Outlook Ramarks
Long Term Debt Ind-Ra IND BBB Stable One notch above India's
(A Fitch sovereign rating
Group Co.)
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the financial year
were on an arm's length basis and were in the ordinary course of
business and the provisions of Section 188 of the Companies Act, 2013
are not attracted. Further, there are no materially significant related
party transactions during the year under review.
RISK MANAGEMENT
Pursuant to the provisions of Clause 49 of the Listing Agreement, the
Company has constituted a Risk Management Committee. The details of the
Committee and its terms of reference are set out in the Corporate
Governance Report forming part of the Board's Report.
The Company has a robust Risk Management framework to identify,
evaluate business risks, and opportunities. This framework seeks to
minimize adverse impact on the business objectives and enhance the
Company's competitive advantage. The framework also defines the risk
management approach across the enterprise at various levels. Risk
Management forms an integral part of the Company's planning process.
BOARD EVALUATION & CRITERIA FOR EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, 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 Chairman 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.
For the purpose of proper evaluation, the Directors of the Company have
been divided into 3 (three) categories i.e. Executive, Non -Executive
Non-Independent & Non-Executive Independent. The criteria for
evaluation includes factors such as engagement, strategic planning and
vision, team spirit and consensus building, effective leadership,
domain knowledge, management qualities, team work abilities, result/
achievements, understanding and awareness,
motivation/commitment/diligence, integrity/ethics/valuesand
openness/receptivity.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
i) On the recommendation of the Nomination and Remuneration Committee,
the Board of Directors of the Company during its Meeting held on
31.03.2015 has appointed Mr. Tapan Kumar Banerjee as Independent
Director and Ms. Shyanthi Sengupta as Independent Woman Director on
the Board of the Company. The requirement under Section 149 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement also stands
complied with such appointments.
Shri Vijay Bansal, Promoter Non-Executive Director retires from the
Board by rotation and being eligible, offers himself for
re-appointment.
The above are subjectto the approval of the shareholders in the ensuing
Annual General Meeting of the Company.
In view of the provisions of Section 203 of the Companies Act, 2013
Shri Mukesh Chand Bansal, Managing Director, Shri Manav Bansal,
Wholetime Director & CEO, and Shri Rabindra Kumar Sahoo, Company
Secretary were identified as Key Managerial Personnel of the Company.
Mr. Lalit Chandra Sharma has resigned from the office of the Company
Secretary w.e.f. 30.06.2014.
The Company has appointed Additional Directors at the Board of
Directors Meeting, viz. Mr. Tapan Kumar Banerjee as Independent
Director and Ms. Shyanthi Sengupta as Independent Woman Director for a
period of five years w.e.f 31.03.2015. Their terms of office as
Additional Directors will be expired at the ensuing Annual General
Meeting and the Company has received application from a Member
proposing their candidature to the office of Directors of the Company.
Mr. Krishna Chandra Raut has been resigned from the Directorship of the
Company w.e.f. 12.02.2015. Your Directors place on record their deep
appreciation of the valuable services rendered by Mr. Krishna Chand
Raut during his tenureas Director of the Company.
DETAILS OF SIGNIFICANTAND MATERIAL ORDERS PASSED BYTHE REGULATORS,
COURTS AND TRIBUNALS
No significant and material order has been passed by the regulators,
courts, tribunals impacting the going concern status and company's
operations in future.
VIGILMECHANISM/WHISTLE BLOWER POLICY
In compliance with provisions of Section 177(9) of the Companies Act,
2013 and Clause 49 of the Listing Agreement, the Company has framed a
Vigil Mechanism/Whistle Blower Policy to deal with unethical behaviour,
actual or suspected fraud or violation of the company's code of conduct
or ethics policy, if any. The Vigil Mechanism/Whistle Blower Policy has
also been uploaded on the website of the Company.
PARTICULARS OF EMPLOYEES
There is no such employee in the company the information of which is
required to be furnished under provision of the Companies Act, 2013 and
Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Having regard to the provisions of
Section 136 of the Companies Act, 2013, the Annual Report excluding the
aforesaid information is being sentto the members of the Company.
DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEYMANAGERIAL PERSONNEL
AND EMPLOYEES
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is marked as 'Annexure-C'which is annexed hereto and forms
part of the Directors' Report.
HUMAN RESOURCE DEVELOPMENTINDUSTRIALRELATIONS
There is a continuous effort for better Human Resource (HR) service
delivery in order to better serve the customers with simpler well
executed processes with proper use of technology. HR service delivery
has become all the more critical in the organization dueto rise in
customer expectation.
The organization has a mechanism to provide employees with feedback on
a continuous basis. Based on the organization's strategic plan, HR
planning processes map the capacity of the organization. The knowledge,
skills and abilities of the employees are identified.
The strategic thrust of HR has been improvement of the performance of
the employees through training & development and also to identify high
performers who are having potential for taking higher responsibilities.
ENVIRONMENTAL INITIATIVES
Beekay Steel has always been a frontrunner in continuously improving
its operational performance in all areas like safety and consumption of
natural resources. These initiatives have been taken across all
production facilities to ensure they become the culture at our
organization. All the stack emissions, ambient air quality, effluent
quality and work zone air quality are generally within the norms. The
Company has undertaken various measures to address environmental issues
at its plant locations.
AUDITORS & AUDITORS' REPORT
Statutory Auditors:
The Company's Auditors, M/s. Rustagi&Associates, Chartered Accountants,
retire at the end of 36th Annual General Meeting of the Company and are
eligible for reappointment subject to ratification at the ensuing AGM
by members. The members are requested to appoint the auditors and to
fixtheir remuneration.
Messrs Rustagi & Associates, Chartered Accountants has confirmed that
their appointment is within the limits of the Section 139 of the
Companies Act, 2013 and has certified that they are free from any
disqualifications specified under Section 148(5) and all other
applicable provisions of the Companies Act, 2013.
The notes on accounts referred to in the Auditors' Report are
self-explanatory and, therefore, do not call for any further comments.
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 Board had appointed Mr. Santosh Kumar
Tibrewalla, Practicing Company Secretary to conduct Secretarial Audit
of the Company for the Financial Year 2014-15. The Secretarial Audit
Report for the Financial Year ended 31st March, 2015 is annexed
herewith and marked as 'Annexure- D'. The Report is self-explanatory
and do not call for any further comments.
Cost Auditors:
Pursuant to Section 148 of the Companies Act, 2013, in terms of the
Central Government's approval, the Board of Directors on the
recommendation of the Audit Committee appointed M/s. Musib & Co., Cost
Accountants, as the Cost Auditor of the Company for the year 2015-16.
The remuneration proposed to be paid to the Cost Auditor requires
ratification of the shareholders of the Company. In view of this, your
ratification for payment of remuneration to the Cost Auditor is being
sought at the ensuing Annual General Meeting.
The Audit Committee has also received a Certificate from the Cost
Auditors certifying their independence and arm's length relationship
with the Company.
The Company submits it's Cost Audit Report with the Ministry of
Corporate Affairs within the stipulated time period and the Cost Audit
Report for the financial year 2013-14 has already been filed with MCA.
CORPORATE GOVERNANCE
Your Company has initiated, by providing the shareholders, to avail the
option of receiving online the requisite documents i.e. notices, annual
reports, disclosures and all other communications, by registering their
e-mail Ids. For the success of 'Green Initiative' as per MCA circular
no. 17/2011 & No. 18/2011.
The Company continues to comply with the requirements of Clause 49 of
the Listing Agreement regarding Corporate Governance. The Report on
Corporate Governance together with a certificate from Mr. S.K.
Tibrewalla, Practicing Company Secretary regarding Compliance of
Conditions of Corporate Governance, certification by M.D. /CEO and the
Management Discussion &Analysis Report are attached herewith which form
part of this Annual Report.
STOCK EXCHANGE LISTING
The Equity Shares of your Company are listed on BSE Limited
(nation-wide trading terminal) under direct listing route, the trading
of shares have started w.e.f. 25th March, 2015. The Company's Equity
Shares are also listed with the Calcutta Stock Exchange and Uttar
Pradesh Stock Exchange and the applicable annual listing fees to all
stock exchanges have been paid till financial year2015-16.
CODE OF CONDUCT FOR PREVENTION OF INSIDERTRADING
In terms of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 1992 your Company has adopted the Code of
Conduct for Prevention of Insider Trading.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134(3)(m) of
the Companies Act, 2013, read with 8(3) of the Companies (Accounts)
Rules, 2014 regarding conservation of energy, technology absorption and
foreign exchange earnings and outgo, are given in the 'Annexure E',
annexed hereto and forms a part of this report.
DISCLOSURES AS PER APPLICABLE ACT AND LISTING AGREEMENT:
i) Composition of Audit Committee:
The Board has constituted the Audit Committee under the Chairmanship of
Mr. Bhal Chandra Khaitan. Complete details of the Committee are given
in the Corporate Governance Report, attached as Annexure to this
Board's Report.
ii) Post Balance Sheet Events:
The company has received contract from TATA Steel Limited for job work
of TMT Bars at company's new unit/work at Parwada, Visakhapatnam.There
is no other material changes in commitments affecting the financial
position of the Company occurred since the end of the financial year
2014-15.
iii) Subsidiaries, Associates or Joint Ventures:
Your Company has only one associate company i.e. M/s. AKC Steel
Industries Ltd. and does not have any subsidiaries, associates or joint
ventures, during the year under review.
iv) Nomination, Remuneration and Evaluation Policy:
The Company on recommendation of its Nomination & Remuneration
Committee has laid down a Nomination, Remuneration and Evaluation
Policy, in compliance with the provisions of the Companies Act, 2013
read with the Rules made therein and the Listing Agreement with the
stock exchanges (as amended from time to time). This Policy is
formulated to provide a framework and set standards in relation to the
followings.
a. Criteria for appointment and removal of Directors, Key Managerial
Personnel (KMP) and Senior Management Executives of the Company.
b. Remuneration payable to the Directors, KMPs and Senior Management
Executives.
c. Evaluation of the performance of the Directors.
d. Criteria for determining qualifications, positive attributes and
independence of a Director.
APPRECIATION
Your Directors take this opportunity to express their appreciation for
the cooperation and assistance received from the Government of India,;
the State Governments of Andhra Pradesh, Tamil Nadu, West Bengal and
Jharkhand; the financial institutions, banks as well as the
shareholders and debenture holders during the year under review. The
Directors also wish to place on record their appreciation of the
devoted and dedicated services rendered by all employees of the
Company.
Registered Office: For and on behalf of the Board
'Lansdowne Towers' , 4th Floor, For Beekay Steel Industries Ltd.
2/1A, Sarat Bose Road Sd/-
Kolkata - 700 020 Suresh Chand Bansal - Executive Chairman
(DIN : 00103134)
Place : Kolkata Mukesh Chand Bansal- Managing Director
Date: 13th August, 2015 (DIN : 00103098)
Mar 31, 2014
The Members of
Beekay Steel Industries Ltd.
The Directors take pleasure in presenting the Thirty Third Annual
Report together with the audited accounts of your Company for the year
ended March 31, 2014.
(Rs. in crores)
As on As on
FINANCIAL RESULTS 31-03-2014 31-03-2013
Sales/Income from Operations 581.13 609.04
Profit before interest, depreciation
and tax 61.57 54.16
Interest 20.04 16.65
Depreciation 12.56 9.28
Profit before taxation 28.97 28.23
Provision for tax-Current tax 6.16 5.71
MAT Credit (4.50) -
Provision for tax- Deferred tax 9.01 3.50
Profit for the year 18.30 19.02
Add/(Less): Adjustments (0.06) -
Balance of profit for previous year 61.43 47.41
Balance available for appropriation 79.67 66.43
APPROPRIATIONS :
Transfer to General Reserve 5.00 5.00
Transfer to Capital Redemption Reserve - -
Balance of Profit carried over 74.67 61.43
RESULTS OF OPERATIONS
Your company has achieved a turnover of Rs. 581.13 crores against of
Rs.609.04 crores during the previous year, showing a decline of 4.58%.
The lower demand resulted from economic slump throughout the year in
the domestic market, which negatively affected our financial
performance as it contributed to the market sentiment. To boost up the
overall sales and to improve the bottom line as well, the company is
focusing much more into export business and the export turnover stood
at Rs. 54.38 crores in against of Rs. 34.21 crores in the preceding
year. The Operating EBIDTA was Rs.61.57 crores and showed a growth of
13.68% comparing with the previous year of Rs. 54.16 crores. The net
Profit after tax was Rs.18.30 crores against of Rs. 19.02 crores in the
preceding year.
The net worth of your Company increased to Rs. 167.00 crores as on
March 31, 2014 from Rs. 148.76 crores as on March 31, 2013. The
Company''s net debt gearing was at 0.79 compared to 0.77 as on March 31,
2013. The Board of Directors is trying their best to improve overall
performance of the company.
Production had been adversely affected in the last year because of
political uncertainty in Andhra Pradesh and the imposition of
Power-holidays by State Electricity Boards in Andhra Pradesh & Tamil
Nadu. It resulted in a decline of 15% in our production volume in both
these two states. The combined production by all manufacturing units of
the Company declined to 3,00,277 MT (including conversion 2,29,855 MT)
in the year 2013-14 from 3,58,213 MT (including conversion 2,82,983 MT)
in the previous year.
CREDIT RATING
Your Company''s credit rating for the long-term debt/facilities is ''IND
BBB''- by India Ratings & Research as per the provisions of BASEL II
Guidelines of RBI. India Ratings continues to rate the Company''s
Short-term debt/facilities at the level of ''IND A3''
DIVIDEND
Considering the substantial investments out of internal accruals being
made for the TMT manufacturing unit at Parwada (Andhra Pradesh) and
Transmission Line Tower (TLT) Manufacturing project at Pydibhimavaram
(Andhra Pradesh), your directors do not envisage any dividend payment
for the financial year ended on 31st March, 2014.
The unpaid and unclaimed dividend lying in the Unpaid Dividend Account
becomes due to be transferred to Investor Education & Protection Fund
("IEPF") after a period of 7 (seven) years. Your Directors therefore
suggest you to claim the unpaid dividend before the last date.
The unpaid and unclaimed Dividend for the year 2006-07 is due to be
transferred to Investor Education & Protection Fund ("IEPF") by 1st
December, 2014.
INTERNAL SYSTEM AND PROCESS
Efforts are going on to improve the business processes across all
functions. During the year the Jamshedpur unit got the Standard
Certification of Environment Management System ISO 14001:2004 and
Operational Health, Safety & Accountability Management Systems ISO
18001:2007. The Company continued to maintain Integrated Management
System (IMS) of Quality Management System (ISO: 9001).
AWARDS
During the year the company''s international business division has been
awarded with the prestigious national star performer of the year award
for 2012-13 by Engineering Export Promotion Council India under its
manufacturing category.
LISTING FEES
The Annual Listing Fees for the year 2013-14 had been paid to those
Stock Exchanges where the Company''s Shares are listed.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013, Mr. Vijay
Kumar Bansal, Director of the Company who retire by rotation, being
eligible, offer himself for re-appointment.
The Board of Directors at its meeting held on 25th March, 2014 has
appointed Mr. Manav Bansal as a Whole time Director of the Company
w.e.f. 1.4.2014. The Company has received requisite consent and
declarations as required under various provisions of the Companies Act,
2013 and rules made there under.
Pursuant to the provisions of Clause 49 of the Listing Agreements
entered into with Stock Exchanges & the provisions of Sections 149, 152
of the Companies Act, 2013 and the Rules framed there under and read
with Schedule IV to the said Act, the Board has proposed to appoint Mr.
Brijesh Kumar Dalmia, Mr. Bhal Chandra Khaitan, Mr. Srikumar Banerjee,
Mr. Krishna Chandra Raut and Mr. Ravishankar Sridharan as the
Independent Directors in the Company for a period of five years till
31st March, 2019. The Company has received declarations from the said
Independent Directors of the Company confirming that they meet the
criteria of independence as prescribed both under sub- section (6) of
Section 149 of the Companies Act, 2013 and under the said Clause 49.
Mr. Aditya Sikdar has resigned from the office of the Directors of the
Company w.e.f. 28th July, 2014. The Board place on record his valuable
services rendered in the growth of the Company during his tenure as a
Director of the Company.
CORPOARTE SUSTAINABILITY
Being a responsible corporate citizen the company continues to
undertake steps towards welfare of society around it, community
initiatives, periphery development, environment protection and
improvement in harmony with normal course of business and contributing
to exchequer through various taxes/duties etc. The Company also
continued focus on employees'' health and safety, skill development and
other measures.
CORPORATE SOCIAL RESPONSIBILITY
Beekay Group is alive to its Corporate Social Responsibility and
understand the critical role it plays in ensuring the practically of
sustainability of resources of the company and acting on high priority.
During the year the Board constituted a Corporate Social Responsibility
comprising of three executive directors which stood as follows.
The terms of reference and scope of work is same as prescribed in
Section 135 of the Companies Act, 2013, and the Rules there under.
NOMINATION AND REMUNERATION COMMITTEE
The Remuneration Committee of the Board was reconstituted and renamed
as Nomination and Remuneration Committee complying with the
requirements of the provisions of the Companies Act, 2013 and the Rules
framed there under.
AUDITORS
M/s. Rustagi & Associates, Chartered Accountants, Statutory Auditors of
the Company holds office up to the conclusion of the ensuing Annual
General Meeting (AGM). The Company has received a letter pursuant to
Section 139 and 141 of the Companies Act, 2013 from the Auditors about
their consent and eligibility for appointment as the statutory auditors
of the Company, to hold office from the conclusion of this AGM until
the conclusion of the 36th AGM, subject to ratification of such
appointment by the members at every AGM held hereafter.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
1. That in the preparation of annual accounts for the period ended
31st March, 2014; the applicable accounting standards have been
followed along with proper explanation relating to material departures.
2. 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 or loss of the Company for the year under review.
3. That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records, in accordance with the
provisions of this Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
4. That the final accounts for the year under review have been
prepared on going concern basis.
CORPORATE GOVERNANCE
The Company has complied with the requirements of Corporate Governance
as stipulated under Clause 49 of the Listing Agreement. A separate
report on Corporate Governance and the Auditor''s Certificate on its
compliance together with a certificate from Mr. S. K. Tibrewalla,
Practicing Company Secretary regarding compliance of requisite
conditions of Corporate Governance, certification by CEO, Declaration
by CEO for Compliance with the Code of Conduct of the Company as per
Clause 49(I)(D)(ii) of Listing Agreement and the Management Discussion
& Analysis Report are given as Annexure hereto and form part of this
Annual Report.
PARTICULARS OF EMPLOYEES
Since the Company has no employee having drawn remuneration as
stipulated in Section 217 (2A) of the Companies Act, 1956 or in the
rules made pursuant to the same during the Financial Year under review,
the relevant particulars of the employees as per the said provisions
are not required to be given.
COST AUDITORS
In accordance with the Order dated June 30, 2011 issued by the Ministry
of Corporate Affairs pursuant to Section 233B of the Companies Act
1956, your company is required to get its cost accounting records
audited by a Cost Auditor and has accordingly appointed M/S. Musib &
Co., Cost Accountants for the purpose for FY 2013-14. The Cost Audit
for FY 2012-13 was completed within specific time and report was filed
with ROC.
The Board at its meeting held on June 30, 2014 has on the
recommendation at the Audit Committee re-appointed M/s. Musib & Co,
Cost Accountants to conduct the audit of the cost accounting for FY
2014-15.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
In terms of the Securities and Exchange Board of India (Prohibition of
InsiderTrading) Regulations, 1992 your Company has adopted the Code of
Conduct for Prevention of Insider Trading.
VIGIL MECHANISM
The Company has established Vigil Mechanism for Directors and employees
to report their genuine concerns and provide adequate safeguard against
their victimization as provided in Section 177 of the Companies Act,
2013 and rules made there under.
PARTICULARS REGARDING ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
The Company has always been a frontrunner in continually improving its
operational performance in all areas, like production, yield, plant
utilization and others, while reducing the consumption of fuel, power,
stores and others. As a cost-effective substitute for furnace oil
(which is costly due to the country''s dependence on import of the same)
used in heating the re-heating furnace, the Company started using
Producer Gas Plants (a) at Jamshedpur unit since 2009- 10 (b) at
Chengalpet (Tamilnadu) Unit since 2012-13 and (c) this year under
review installed Producer Gas Plant at Vishakhapatnam units (Beekay
Special Steels, Beekay Structural Steels and Radice Ispat India, Vizag)
to economize on operational costs.
The particulars of energy, technology and Foreign Exchange earnings/
outgo in pursuance of Section 217(1) (e) of the Companies Act, 1956
read with the Companies (Disclosure of particulars in the Report of
Board of Directors) Rules 1988, are being disclosed separately forming
the part of this Report.
APPRECIATION
Your Directors would like to appreciate the co-operation and assistance
received from the banks, government, statutory authorities, vendors,
customers and shareholders during the year. The Directors also place on
record their deep sense of appreciation for the committed services
rendered by all employees of the Company.
For On Behalf of the Board of Directors
Registered Offce: S/d- S/d-
Lansdowne Towers'', 4th Floor, Suresh Chand Bansal Mukesh Chand Bansal
2/1A, Sarat Bose Road, Executive Chairman Managing Director
Kolkata - 700 020
Place: Kolkata
Dated: 13th August, 2014
Mar 31, 2013
To, The Members of Beekay Steel Industries Ltd.
The Directors take pleasure in presenting the Thirty Second Annual
Report together with the audited accounts of your Company for the year
ended March 31, 2013.
(Rs. in crores)
As on As On
31-03-2013 31-03-2013
Sales/Income from Operations 608.27 600.03
Profit before interest,
depreciation and tax 54.16 54.38
Interest 16.65 18.23
Depreciation 9.28 9.25
Profit before taxation 28.23 26.90
Provision for tax-Current tax 5.71 8.18
Provision for tax- Deferred tax 3.50 0.58
Profit for the year 19.02 18.14
Add/(Less): Adjustments 0.02
Balance of profit for previous year 47.41 34.25
Balance available for appropriation 66.43 52.41
APPROPRIATIONS :
Dividend-Equity Shares
Dividend Tax
Transfer to General Reserve 5.00 5.00
Transfer to Capital Redemption Reserve
Balance of Profit carried over 61.43 47.41
RESULTS OF OPERATIONS
For the financial year 2012-13, your company has achieved a turnover of
Rs.608.27 crores as against last year''s revenue of Rs.600.03 crores,
resulting in a marginal increase of 1.37%. For boosting the overall
sales, the Company has also ventured into exports and the export sales
stood at Rs. 34.21 crores. Profit before tax has increased to Rs.28.23
crores from Rs.26.90 crores in the preceding year. Profit after tax
also increased to Rs.19.02 crores against Rs.18.14 crores in the year
2011-12.
Owing to imposition of Power-holidays by State Electricity Boards in
Andhra Pradesh and Tamilnadu, the capacity utilization has been
restricted to 60% for manufacturing sector in both these states. This
has resulted in drastic fall in industrial output and the combined
production by all manufacturing units of the Company declined to
3,58,213 MT (including conversion 2,82,983 MT) in the year 2012-13 from
3,91,053 MT (including conversion 2,92,816 MT) in the previous year.
The sizeable internal accruals of Rs.37.20 crores to expedite the
completion of ongoing 2,00,000 MTPA - TMT manufacturing unit at
Parawada (Andhra Pradesh) & Rs.21.55 crores towards 24,000 MTPA
Transmission Line Tower manufacturing unit at Pydibhimavaram (Andhra
Pradesh) have been deployed.
CREDIT RATING
Deriving strength from your Company''s prudent financial management,
diversified mix of niche product profile, improved earnings, improved
liquidity, sustained leverage in financial debts and proven management
capability, the Company''s external rating for bank borrowings has been
upgraded to ''IND BBB''- for Fund Based Limits (from previous level of
BB ) and ''IND A3'' for Non Fund Based borrowing limits (from previous
level of IND A4) by India Ratings & Research Pvt. Ltd. The improved
ratings signify stable outlook and high safety of the borrowings made
by the Company.
DIVIDEND
Considering the substantial investments out of internal accruals being
made for the TMT manufacturing project at Parwarda (Andhra Pradesh) and
Transmission Line Tower (TLT) Manufacturing project at Pydibhimavaram
(Andhra Pradesh), your directors do not envisage any dividend payment
for the financial year ended on 31st March, 2013.
DIRECTORS
As per the provisions of the Companies Act, 1956 and the Company''s
Articles of Association, Mr. Srikumar Banerjee, Mr. Krishna Chandra
Raut, and Mr. Bhal Chandra Khaitan retire by rotation in the
forthcoming Annual General Meeting and being eligible, offer themselves
for re-appointment.
AUDITORS
M/s. Rustagi & Associates., The Auditors of the Company, retire at the
ensuing Annual General Meeting and being eligible offer themselves for
reappointment. In accordance with the provisions of Section 224(1 B) of
the Companies Act, 1956, the Auditors have furnished certificate of
their eligibility for the re-appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
1. That In the preparation of annual accounts for the period ended
31st March, 2013, the applicable accounting standards have been
followed along with proper explanation relating to material departures.
2. That the directors have selected such accounting policies and
applied them consistently and made judgements 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 or loss of the Company for the year under review.
3. 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;
4. That the final accounts for the year under review, have been
prepared on going concern basis.
CORPORATE GOVERNANCE
The Company has complied with the requirements of Corporate Governance
as stipulated under Clause 49 of the Listing Agreement. A separate
report on Corporate Governance and the Auditor''s Certificate on its
compliance together with a certificate from Mr. S. K. Tibrewalla,
Practising Company Secretary regarding compliance of requisite
conditions of Corporate Governance, certification by CEO & CFO,
Declaration by CEO & CFO for Compliance with the Code of Conduct of the
Company as per Clause 49(I)(D)(ii) of Listing Agreement and the
Management Discussion & Analysis Report are given as Annexures hereto
and form part of this Annual Report.
PARTICULARS OF EMPLOYEES
Since the Company has no employee having drawn remuneration as
stipulated in Section 217 (2A) of the Companies Act, 1956 or in the
rules made pursuant to the same during the Financial Year under review,
the relevant particulars of the employees as per the said provisions
are not required to be given.
COST AUDITORS
M/s. Musib & Co., Cost Accountants, have been appointed as Cost
Auditors of the Company for financial year 2012-13 to conduct the cost
audit of all units of the Company. The cost audit Report for the
financial year 2011-12 has been filed with the MCA on 10th January,
2013. M/s. Musib & Co., Cost Accountants have been reappointed as Cost
Auditors of the Company for the financial year 2013-14, subject to the
approval of the Central Government. The Company has filed application
with the Central Government for the Financial Year 2013-14 for the said
appointment and the approval of the Central Government is awaited.
PARTICULARS REFARDING ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
As a cost-effective substitute for furnace oil (which is costly due to
the country''s dependence on import of the same) used in heating the
re-heating furnace, the Company started using Producer Gas Plant at
Jamshedpur unit since 2009-10. During the year under review, Producer
Gas Plant has been also put into operation for Chengalpet (Tamilnadu)
to economise on operational costs. Requisite capital outlays are also
being made to install Producer Gas Plant at Visakhapatnam units (Beekay
Special Steels, Beekay Structural Steels and Radice Ispat India, Vizag)
from 2013-14 onwards.
The particulars of energy, technology and Foreign Exchange earnings/
outgo in pursuance of Section 217(1) (e) of the Companies Act, 1956
read with the Companies (Disclosure of particulars in the Report of
Board of Directors) Rules 1988, are being disclosed separately forming
the part of this Report.
APPRECIATION
Your Directors would like to appreciate the co-operation and assistance
received from the banks, government, statutory authorities, vendors,
customers and shareholders during the year. The Directors also place on
record their deep sense of appreciation for the committed services
rendered by all employees of the Company.
Registered Office: For On Behalf of the Board of
Directors
''Lansdowne Towers'', 4th Floor, Sd/- Sd/-
2/1 A, Sarat Bose Road, Suresh Chand
Bansal Mukesh Chand Bansal
Kolkata - 700 020 Chairman & Mg.
Director Jt. Mg. Director
Place: Kolkata
Dated: 30th May, 2013
Mar 31, 2012
To, The Members of Beekay Steel Industries Ltd.
The Directors take pleasure in presenting the Thirty First Annual
Report on the business and operations of the Company together with the
audited Financial Accounts for the year ended March 31, 2012.
(Rs. in crores)
As on As On
31-03-2012 31-03-2011
Sales/Income from Operations 600.03 458.58
Profit before interest,
depreciation and tax 54.38 49.97
Interest 18.23 14.46
Depreciation 9.25 7.51
Profit before taxation 26.90 28.00
Provision for tax-Current tax 8.18 6.04
Provision for tax- Deferred tax 0.58 3.08
Profit for the year 18.14 18.88
Add/(Less): Adjustments 0.02 0.01
Balance of profit for previous year 34.25 20.55
Balance available for appropriation 52.41 39.44
APPROPRIATIONS:
Dividend-Equity Shares 0.85
Dividend Tax 0.14
Transfer to General Reserve 5.00 3.00
Transfer to Capital Redemption Reserve 1.20
Balance of Profit carried over 47.41 34.25
RESULTS OF OPERATIONS
The Company has achieved significantly high turnover of Rs. 600.03
crores during the year under review, which is 31% higher than Rs.458.58
crores in the preceding financial year 2010-11. The production of own
finished steel for the year stood at 3,91,053 MT (including conversion
of 2,92,816 MT) against 2,86,180 MT (including conversion of 1,85,969
MT) in the previous year. The overall production increase along with
focus on exports has provided impetus to the operational growth of the
Company and the Profit before Interest, Depreciation and Taxes grew by
9% and reached Rs.54.38 crores as compared to Rs.49.97 crores during
the previous year. The enhanced working capital requirements of the
Company were met by availing external borrowings pending the delayed
sanction and disbursement of regular working capital limits. With the
infusion of additional funds of Rs.20.00 crores by way of preferential
allotment of Equity Shares to promoters and strategic investors, the
Company has been able to prudently improve its debt gearing. This will
also ease the liquidity pressure which has surfaced due to investments
in the ongoing projects at Visakhapatnam.
During the year 2011-12, the Wholesale Price Index remained very high
at an average of 9%, escalating the prices of essential goods which
compelled the RBI to tighten the monetary policy by increasing interest
rate 13 times between March,11 and October,12. As a result, the
borrowing became expensive and reduced bank funds were available to
infrastructure sector including steel industry. Your Company''s annual
borrowing cost also increased by 26% YOY to Rs.18.23 crores in 2011-12.
On one hand the cost of existing working capital escalated, while on
the other, high cost external borrowings had to be arranged to
temporarily cushion the late sanction of regular working capital
limits. On the backdrop of continued inflation and rising crude oil
prices, the cost of Furnace Oil also increased by 31% to the average of
Rs. 41,193 per Kltr. against Rs.31,453/- per Kltr. in the previous
year, resulting in proportionate increase in production costs.
PREFERENTIAL ISSUE OF SHARES
For the purpose of meeting the working capital requirements and part
finance the ongoing projects, the Company has raised funds of Rs.20.00
crores by way of Preferential Issue of 20,00,000 Equity Shares of Rs.1
0/- each at a premium of Rs.90/- per share u/s 81(1 A) of the Companies
Act, 1956 as per Chapter VII of the SEBI (ICDR) Regulations, 2009. Out
of this, amount of Rs. 13.00 crores has been utilized by the Company
for the purpose of funding its Working Capital requirements. The said
shares have been listed with both Calcutta & U.P Stock Exchanges and
the corporate action with both NSDL & CDSL has been completed. Trading
permission for the new shares has also been granted by both the stock
exchanges.
DIVIDEND
The shareholders of the Company have been adequately rewarded by the
Company during last 5 successive years by way of dividend and also by
way of bonus issue (in the ratio of 5:1) in the year 2010-11. This has
considerably increased the Capital base of the Company besides
improving the bearing of net-worth to total outside liabilities and
strengthening the stake of the shareholders in the Company. In view of
sizeable amounts of internal accruals being deployed for the TMT
manufacturing project (Rs.22.61 crores) at Parwarda (Andhra Pradesh)
and Transmission Line Tower (TLT) Manufacturing project (Rs.16.07
crores) at Pydibhimawaram, (Andhra Pradesh), your directors do not
envisage any dividend payment for the financial year ended on 31st
March, 2012.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Company''s Articles of Association, Mr. Vijay Bansal, Mr. Brijesh Kumar
Dalmia and Mr. Ravishankar Sridharan retire by rotation in the
forthcoming Annual General Meeting and being eligible, offer themselves
for re-appointment.
AUDITORS
The Auditors of the Company, M/s. Rustagi & Associates., shall hold the
office up to the conclusion of the ensuing Annual General Meeting of
the company and being eligible offer themselves for reappointment.
Pursuant to the provisions of Section 224(1 B) of the Companies Act,
1956, the auditors have furnished certificate of their eligibility for
the re-appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
1. In the preparation of annual accounts for the period ended 31st
March, 2012, the applicable accounting standards have been followed
along with proper explanation relating to material departures.
2. The directors have selected such accounting policies and applied
them consistently and made judgements 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 or loss of the Company for the year under review.
3. 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;
4. Final accounts have been prepared on going concern basis.
CORPORATE GOVERNANCE
In accordance with Clause 49 of the Listing Agreement, the Company
ensured that all mandatory provisions of Corporate Governance as
prescribed under the Listing Agreement of the Stock Exchanges with
which the Company''s share are listed are complied with. A separate
report on Corporate Governance and the Auditor''s Certificate on its
compliance together with a certificate from Mr. S. K. Tibrewalla,
Practising Company Secretary regarding compliance of requisite
conditions of Corporate Governance, certification by CEO & CFO,
Declaration by CEO & CFO for Compliance with the Code of Conduct of the
Company as per Clause 49(I)(D)(ii) of Listing Agreement and the
Management Discussion & Analysis Report are given as Annexures hereto
and forms part of this Annual Report.
PARTICULARS OF EMPLOYEES
Since the Company has no employee having drawn remuneration as
stipulated in Section 217 (2A) of the Companies Act, 1956 or in the
rules made pursuant to the same during the Financial Year under review,
the relevant particulars of the employees as per the said provisions
are not required to be given.
COST AUDITORS
During the year the Board appointed M/s. Musib & Co. as Cost
Accountants to conduct the cost audit of the Company. The Company filed
application with the Central Government for the Financial Year 2011-12
for the said appointment and the approval of the Central Government is
awaited.
PARTICULARS REGARDING ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
The main source of Furnace Oil as source of heating is crude oil, which
is costly due to the Country''s dependence on imports of the same. In
order to reduce the cost of energy, in recent times the rolling mills
have been focusing on enhanced usage of Coal Gassifier in place of
Furnace Oil. The Coal Gassifier consumes coal and is thus both
effective and economical substitute for Furnace Oil in providing the
requisite heat to the Re-heating Furnace.
After successful installation and running of Coal Gassifier at
Jamshedpur Unit since 2009-10, your Company is planning to use Coal
Gassifier at other units also as a substitute of Furnace Oil.
The particulars relating to energy, technology and Foreign Exchange
earnings/ outgo pursuant to Section 217(1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules 1988, are annexed hereto and form part of
this Report.
APPRECIATION
Your Directors genuinely recognize and appreciate the co-operation and
support received from the Governments, Statutory Authorities and Banks
and shareholders They wish to place on record their appreciation for
the dedication and sincerity with which all the employees of the
Company have extended their services. The Directors also extend their
gratitude for the continued confidence and faith shown by the customers
in the Company''s integrity, high standards of operations and products.
Registered Office: For On Behalf of the Board of Directors
ÂLansdowne Towers'',
4th Floor, Sd/- Sd/-
2/1A, Sarat Bose Road, Suresh Chand
Bansal Mukesh Chand Bansal
Kolkata - 700 020 Chairman & Mg.
Director Jt. Mg. Director
Place: Kolkata
Dated: 21st August, 2012
Mar 31, 2011
To, The Members
The Directors are pleased to present the Thirtieth Annual Report on
the business and operations of the Company together with the audited
Financial Accounts for the year ended March 31, 2011.
(Rs. in Lacs)
As on As on
31-03-2011 31-03-2010
Sales/Income from Operations 45,857.98 33,220.61
Profit before interest,
depreciation and tax 4,996.71 3,491.78
Interest 1,445.81 1,123.93
Depreciation 751.13 715.92
Profit before taxation 2,799.77 1,651.93
Provision for tax-Current tax 604.11 485.72
Provision for tax- Deferred tax 30790 74.52
Profit for the year 1,887.76 1,091.70
Add/(Less): Adjustments (0.30) 16.61
Balance of profit for previous year 2,055.65 1,361.68
Balance available for appropriation 3,943.11 2,469.99
APPROPRIATIONS :
Dividend -Preference Shares 18.00
Dividend-Equity Shares 85.36 28.45
Dividend Tax 14.18 7.89
Transfer to General Reserve 300.00 300.00
Transfer to Capital Redemption Reserve 120.00 60.00
Balance of Profit carried over 3,423.57 2,055.65
RESULTS OF OPERATIONS
Your Company has achieved a record turnover of Rs.45,85798 lacs during
the year under review, thus representing a remarkable growth of 38.04%
over Rs.33,220.61 lacs in the previous year 2009-10. The total
production for the year under review stood at 2,86,180 MT including
conversion of 1,85,969 MT) against 2,57,210 MT (including conversion of
1,69,912 MT) in the previous year. The increased deliveries from
structurals, bright bars and other hot-rolled bars at Visakhapatnam and
Chengalpet (Tamilnadu) units aggregating to 1,11,312 MT coupled with
better realisations and accelerated conversion volumes for TATA Steel
Ltd. paved the ways for Profit before Interest, Depreciation and Taxes
growth of 43.10% which reached Rs.4,996.71 lacs as compared to
Rs.3,491.78 lacs during the previous year. The additional working
capital requirements of the Company in the financial year 2010-11 were
met by availing short term working capital loans from the existing
bankers pending the delayed sanction and disbursement of regular
working capital limits. The year witnessed a steep rise in the interest
rates by the Bankers on the backdrop of continuous Repo and
Reverse-Repo rate escalations by the RBI to control the inflationary
pressure. The cost of borrowed funds of the Company rose to Rs.
1,445.81 lacs i.e. an increase 28.64% over the previous year level of
Rs.1,123.93 lacs. However, with increased generation of internal
accruals and ongoing cost control measures, the Company has prudently
managed and met up the growing interest burden. The CompanyÂs TMT
expansion unit at Jamshedpur with installed capacity of 1,00,000 MTPA
has been successfully completed in September,2010 with a capital outlay
of Rs.2,300 lacs (out of which Rs.900.00 lacs was met up by availing
Term Loan from Allahabad Bank) and the unit has started commercial
operations since then, thus, catering to enhanced conversion orders
from TATA Steel Ltd.. Considering the increased conversions of around
60% at the Jamshedpur in the year 2011-12 and increase in the
production volumes of structurals and special steels, bright bars at
Vizag Units and other rolled sections at Chengalpet (Tamilnadu) Unit,
your Company expects to achieve around 15% growth in the overall
turnover and a healthy rise in the bottom-line peformance during the
financial year 2011-12.
BONUS SHARES
Apart from the normal policy of rewarding the members of the Company by
way of Dividend on a consistent basis, during the year under review,
your Company has additionally rewarded the existing Equity Shareholders
by allotting 1,42,26,710 fully paid up Equity Shares of Rs.10/- each as
Bonus shares to them in the ratio of 5:1 by utilising its Reserves &
Surplus. The Bonus shares have been listed with both at Calcutta & U.P
Stock Exchanges.
DIVIDEND
Your Directors have recommended a dividend of Re.0.50 ( Fifty paise)
per equity share (previous year Rs.1 .00) on post bonus equity share
capital for the financial year ended on 31st March, 2011. The dividend
pay-out for the year under review has been formulated as per the
corporate policy to extend the sustainable corporate benefits to
shareholders, based on the long term performance of the Company, while
assigning due weight-age to the needs of internal accruals for its long
term growth plans. The total outgo on account of dividend (including
dividend distribution tax) would be Rs.99.54 lacs.
REDEMPTION OF PREFERENCE SHARES
During the year under review, as per terms of Issue , your Company has
redeemed balance portion of 1,20,000 number of 15% Non-Cumulative
Redeemable Preference Shares of Rs.100/- each and the nominal value of
Preference Shares redeemed Rs.120.00 lacs was transferred to ÂCapital
Redemption Reserve Account in the books of the Company.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
CompanyÂs Articles of Association, Mr. Bhal Chand Khaitan, Mr. Aditya
Kumar Sikdar and Mr. Manav Bansal retire by rotation in the forthcoming
Annual General Meeting and being eligible, offer themselves for
re-appointment.
The terms of appointment of Mr. Mukesh Chand Bansal, Jt. Mg. Director
would expire on 31st December, 2011 and the Board, subject to your
approval, has re-appointed him for a further period of 5 years w.e.f.
1st January, 2011 on the terms and conditions enumerated in the notice
of the Annual General Meeting.
Mr. Krishna Chandra Raut & Mr. Srikumar Banerjee were appointed as
Independent Directors on the Board w.e.f 16.08.2011 in the terms of the
Articles of Association of the Company. They are proposed to be
appointed as Directors of the Company as set out in the notice calling
the Annual General Meeting. Notices under section 257 of the Companies
Act,1956 have been received from shareholders signifying their
intention to propose the name of Mr. Krishna Chandra Raut & Mr.
Srikumar Banerjee as Directors of the Company.
AUDITORS
M/s. Rustagi & Associates., Chartered Accountants, retire as Auditors
of the company at the forthcoming Annual General Meeting. They have
expressed their willingness to act as Auditors of the Company, if
appointed. They have also confirmed that the said appointment would be
in due conformity with the provisions of Section 224(1-B) of the
Companies Act, 1956.
DIRECTORSÂ RESPONSIBILITY STATEMENT
As per the requirements of Section 217(2AA) of the Companies Act,1956,
the Directors of your Company, according to the information and
explanations obtained by them and to the best of their knowledge and
belief, hereby state and also confirm that:
i) in the preparation of annual accounts for the year ended March 31,
2011 the applicable accounting standards have been followed along with
proper Explanation relating to material departures, if any;
ii) they have, in the selection of the accounting policies, consulted
the Statutory Auditors and these have been applied consistently and
reasonable and prudent Judgments and estimates have been so as to give
a true view of the state of affairs of the Company as at March 31, 2011
and the profit of the Company for the year ended on that date;
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis;
CORPORATE GOVERNANCE
The report on Corporate Governance as per the requirement of Clause 49
of the Listing Agreement with the Stock Exchanges together with a
certificate from Mr. S. K. Tibrewalla, Practising Company Secretary
regarding compliance of requisite conditions of Corporate Governance,
certification by CEO & CFO, Declaration by CEO & CFO for Compliance
with the Code of Conduct of the Company as per Clause 49(I)(D)(ii) of
Listing Agreement and the Management Discussion & Analysis Report are
given as Annexures, forming part of this Report.
STOCK EXCHANGE LISTING
The Equity Shares of your Company are already listed on the Stock
Exchanges at Kolkata and Kanpur and the applicable annual listing fees
have been paid to both the Stock Exchanges till financial year 2011-12.
COMPLIANCE CERTIFICATE U/S 383A
The Compliance certificate is not required to be obtained in terms of
Section 383A of the Companies Act, 1956 since the Company is having
full time Company Secretary in its employment.
PARTICULARS OF EMPLOYEES
In view of no employee of the Company having drawn remuneration as
prescribed in Section 217 (2A) of the Companies Act, 1956 or in the
rules made pursuant to the same, during the Financial Year under
review, particulars of the employees pursuant to said provisions are
not required to be given.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
As a measure to economise the fuel cost, the Company installed Producer
Gas Plant at Jamshedpur Units in 2009-10, which is a cost effective
source of fuel as compared to Furnace Oil for the Furnace. This has
helped the Company to check the fuel cost.
The particulars relating to energy, technology and Foreign Exchange
earnings/ outgo pursuant to Section 217(1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules 1988, are annexed hereto in Annexure-A and
form part of this Report.
ACKNOWLEDGEMENT
Your Directors take this opportunity to convey their deep gratitude to
the Central, State & Local Governments, Financial Institutions and
Banks for their continued support, co-operation and guidance. They also
place on record sincere appreciation for the total commitment,
dedication and hard work put in by every member of the Company. The
Directors express their gratitude to the esteemed customers of the
Company for their continued confidence and faith shown in the products
and services of your Company. The Directors are also deeply grateful
for the confidence and trust which the Shareholders have placed in
them.
By Order of the Board
For Beekay Steel Industries Ltd.
Registered Office:
ÂLansdowne TowersÂ, 4th Floor, Sd/- Sd/-
2/1A, Sarat Bose Road, Suresh Chand
Bansal Mukesh Chand Bansal
Kolkata - 700 020 Chairman & Mg.
Director Jt. Mg. Director
Dated : 16th August, 2011
Place : Kolkata
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