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Directors Report of Kalyani Steels Ltd.
Mar 31, 2025
The Directors have pleasure in presenting the Fifty-Second Annual Report on the business and operations of the Company
together with the Audited Financial Statements for the Financial Year ended March 31, 2025.
1. Financial Highlights (on standalone basis)
|
2024-25 |
2023-24 |
|
|
Total Income |
20,335.75 |
20,063.03 |
|
Total Expenditure |
16,089.03 |
15,883.30 |
|
Finance Cost |
185.66 |
245.46 |
|
Depreciation & amortization expenses |
633.88 |
607.51 |
|
Profit before Exceptional Item and Tax |
3,427.18 |
3,326.76 |
|
Exceptional Item |
â |
â |
|
Profit before Tax |
3,427.18 |
3,326.76 |
|
Tax Expenses : - Current Tax |
851.50 |
807.00 |
|
- Deferred Tax |
39.24 |
45.21 |
|
- Taxation in respect of earlier years |
6.10 |
â |
|
Profit after Tax |
2,530.34 |
2,474.55 |
2. Dividend
Based on the Company''s performance, the Directors are pleased to recommend a dividend of ? 10/- per Equity
Share of ? 5/- each (i.e. 200%), for the financial year ended March 31, 2025, for approval of the members.
The Board has recommended dividend based on the parameters laid down in the Dividend Distribution
Policy, adopted by the Company pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The dividend on Equity Shares, if approved by the members would involve cash outflow of ? 436.53 Million
and shall be subject to deduction of income tax at source.
3. Reserves
During the year under review, the Company does not propose to transfer any amount to the General Reserve.
An amount of ? 18,282 Million is proposed to be retained as Retained Earnings.
4. Performance of the Company
FY 2024-25 continued to experience negative global headwinds which impacted the overall performance of
steel industry. These headwinds coupled with fluctuations in China''s crude steel output during the year created
volatility in both raw material prices and Steel prices. Inflation rates across advanced economies came within
respective central bank''s targets allowing them to focus on economic growth and reduce the repo rates after
September, 2024.
Iron ore prices exhibited volatile prices throughout the year starting from USD 111/MT in April, 2024, further
dropping to USD 94/MT in September, 2024 before marginally recovering and becoming steady subsequently till
March, 2025 to USD 102/MT following Chinese government stimulus package announced in September, 2024
aimed to revitalize the construction and property sectors. Similar to iron ore prices, coking coal prices exhibited
volatility in the range of USD 195-268/MT.
The automotive sector is a one of the major contributors to the Company''s business portfolio. FY 2025 has
seen passenger vehicles (PV) sales reaching its all-time high at 5.07 Million vehicles at a growth of 4% over
FY 2024. Commercial vehicles (CV) sales remained at a similar level to that of previous year at 1.03 Million vehicles.
Two wheelers'' (2W) sales registered growth of 11% in FY 2025 at 23.8 Million vehicles which is closer to its
pre-pandemic sales of 24.4 Million. Three wheelers'' (3W) sales crossed 1.04 Million as against a 0.99 Million in
FY 2024 registering a growth of mere 5%. Except PV all other types of vehicles are yet to catch up to the
pre-covid level.
In April 2025, the United States imposed a new wave of tariffs on a range of imports from multiple trading
partners, aimed at increasing domestic manufacturing and reduce dependency on foreign supply chains. Among
the affected nations, China responded with retaliatory measures, which further intensified bilateral trade tensions.
The ongoing trade tensions between the world''s two largest economies have raised concerns over global supply
chain disruptions, especially in critical sectors like Electronics, Steel, Industrial Machinery, Textiles etc. US has
imposed 26% tariff on India as well which affects a broad range of Indian exports, including pharmaceuticals,
Automotive Components, Machinery and Agricultural products among others. However, ongoing negotiations
between India and the United States are expected to lead to favorable changes in trade policy strengthening
bilateral economic trade relations.
Despite such a volatile & complex business environment, the Company has delivered extremely well results during
FY 2025.
The Company achieved highest ever Total Income of ? 20,336 Million as against ? 20,063 Million in FY 2024 and
highest ever Profit before tax of ? 3,427 Million as against ? 3,327 Million in FY 2024.
5. State of Company''s Affairs
Discussion on the state of Company''s affairs has been covered as part of the Management Discussion and
Analysis (MD&A). MD&A for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual
Report.
6. Corporate Governance
Your Company reaffirms its continued commitment to the highest level of Corporate Governance practices. Your
Company fully adheres to the standards set out by the SEBI for Corporate Governance practices.
The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is presented in a separate section forming part of the Annual Report.
The requisite certificate from Secretarial Auditors of the Company viz. M/s. SVD & Associates, Practicing Company
Secretaries, Pune certifying compliance of the conditions of Corporate Governance is attached to Report on
Corporate Governance.
7. Deposits
During the year under review, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013.
8. Directors
Mr.S.M. Kheny, Non-Executive Non-Independent Director of the Company resigned on July 15, 2024, due to
his pre-occupation and personal commitments, making it difficult for him to devote time for the Company. As a
consequence, he also creased to be Chairman of the Stakeholders Relationship Committee. The Board places
on record its sincere appreciation of the contributions made by Mr.Kheny during his tenure as a Director of the
Company.
Mr.Arun P Pawar, Independent Director of the Company, completed his Second Term of 5 (Five) years on
September 4, 2024 and accordingly ceased to be the Director of the Company with effect from September 5, 2024.
The Board places on record its sincere appreciation of the contributions made by Mr.Pawar during his tenure as
a Director of the Company.
The Board of Directors at their meeting held on October 28, 2024, based on the recommendation of the
Nomination and Remuneration Committee, had co-opted Mr.Kartik Bharat Ram, as an Additional Non-Executive
Non-Independent Director, of the Company, liable to retire by rotation, subject to approval of the members.
The Company sought the approval of the members by way of Postal Ballot (Ordinary Resolution) and the said
appointment was duly approved on December 12, 2024.
The Board of Directors at their meeting held on October 28, 2024, based on the recommendation of the Nomination
and Remuneration Committee, had co-opted Mr.Raju S. Tolani, as an Additional Independent Director, for the term
of 3 (Three) consecutive years with effect from October 28, 2024 to October 27, 2027, subject to approval of
the members. The Company sought the approval of the members by way of Postal Ballot (Special Resolution)
and the said appointment was duly approved on December 12, 2024.
In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company,
Mrs.Sunita B. Kalyani and Mr.Amit B. Kalyani, Directors of the Company, are retiring by rotation at the ensuing
Annual General Meeting and being eligible, have offered themselves for re-appointment.
The Board of Directors at its meeting held on May 5, 2025, based on the recommendation of the Nomination and
Remuneration Committee, had re-appointed Mr.R.K. Goyal, as Managing Director of the Company for the period
of 5 (Five) years i.e. from January 17, 2026 to January 16, 2031.
These re-appointments forms part of the Notice of the Fifty-Second Annual General Meeting and the Resolutions
are recommended for your approval. Profile of these Directors are given in the Report on Corporate Governance
for reference of the members.
The Company has received declarations from all Independent Directors that they meet the criteria of independence
as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
8.1 Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and
individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the
basis of criteria such as the board composition and structure, effectiveness of board processes, information
and functioning etc.
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.
In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as
a whole and Chairman of the Company was evaluated, taking into account the views of executive directors
and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors
on the basis of criteria such as the contribution of the individual director to the Board and Committee
Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.
8.2 Nomination and Remuneration Policy
The Nomination and Remuneration Policy adopted by the Board on the recommendation of Nomination
and Remuneration Committee, provides the criteria for assessment and appointment / re-appointment of
Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) on the basis of their
qualifications, experience, independence, professional and functional expertise etc. The Policy also sets
out the guiding principles for the compensation to be paid to the Directors, KMP and SMP and undertakes
effective implementation of Board familiarization, diversity and evaluation.
The Policy is available on the website of the Company at http://www.kalyanisteels.com/profile/policies/.
8.3 Meetings of the Board
During the Financial Year 2024-25, four Board Meetings were convened and held. Also a separate meeting
of Independent Directors as prescribed under Schedule IV of the Companies Act, 2013 was held. The details
of meetings of Board of Directors are available in the Report on Corporate Governance which forms part of
this Annual Report.
9. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to Directors''
Responsibility Statement, it is hereby confirmed that :
i) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting
standards have been followed and that there are no material departures;
ii) the Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2025 and of the profit of the Company for that period;
iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts for the year ended March 31, 2025, on a going concern
basis;
v) the Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and
vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.
10. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as
required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 is enclosed herewith as Annexure "A".
11. Corporate Social Responsibility
The CSR objectives of the Company are designed to serve societal, local and national goals in the locations it
operates and to create a significant and sustained impact on local communities. The Company has been carrying
out various Corporate Social Responsibility (CSR) activities in the areas of education. These activities are carried
out in terms of Section 135 read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social
Responsibility Policy) Rules, 2014.
The Annual Report on CSR Activities undertaken by the Company is enclosed herewith as Annexure "B". The CSR
Policy is available on the Company''s website viz. www.kalyanisteels.com/profile/policies/ The details relating to
the composition of the CSR Committee are provided in the Corporate Governance Report, forming part of the
Annual Report.
12. Particulars of Contracts / arrangements with Related Parties
All contracts / arrangements entered into by and between the Company and Related Parties were on arm''s length
basis and in the ordinary course of business and in accordance with the related party framework formulated and
adopted by the Company. All Related Party transactions were placed before the Audit Committee for its review
and prior approval.
A statement showing the Related Party Transactions entered into by the Company pursuant to the prior approval
is reviewed by the Audit Committee on quarterly basis.
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has formulated a Policy on Related Party Transactions and the same can be
accessed on the Company''s website at www.kalyanisteels.com/profile/policies/
Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules,
2014, the particulars of transactions with related parties, are provided in Form AOC-2, which is enclosed herewith
as Annexure "C" Details of related party transactions entered into by the Company, in terms of Ind AS 24 have
been disclosed in Note No. 38 to the Standalone Financial Statements.
13. Risk Management
The Board has adopted a Risk Management Policy to identify and categorize various risks, implement measures
to minimize impact of these risks and to monitor them on a regular basis.
Risk Management Policy deals with identifying and assessing risks such as operational, strategic, financial, security,
cyber security, property, regulatory, reputational and other risks and the Company has in place an adequate risk
management infrastructure capable of addressing these risks.
The Risk Management Committee which oversees the risk management process in the Company, is chaired by an
Independent Director of the Company. The Audit Committee also has additional responsibility to monitor risks in
the area of financial risks and controls.
The policy on Risk Management as approved by the Board is uploaded on the Company''s website at
http://www.kalyanisteels.com/profile/policies/
14. Audit Committee
The Company has constituted an Audit Committee in compliance with Section 177 of the Companies Act, 2013 and
Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Composition
of the Audit Committee in terms of Section 177(8) of the Companies Act, 2013 along with its terms of reference
incorporating its functions are disclosed and available in the Corporate Governance Report forming part of the
Annual Report.
All the recommendations made by the Audit Committee were deliberated and accepted by the Board during the
Financial Year 2024-25.
15. Auditors and Auditor''s Report
Pursuant to Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Kirtane & Pandit LLP,
Chartered Accountants, Pune (Firm Registration No.105215W / W100057) were appointed as the Auditors of
the Company for a period of 5 (Five) years to hold office from the conclusion of the Forty-Ninth Annual General
Meeting held on August 1, 2022 till the conclusion of the Fifty-Fourth Annual General Meeting to be held in the
year 2027.
The Auditors have confirmed that they are not disqualified to continue as Auditors and are eligible to hold office
as Auditors of the Company.
The Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements
and their reports do not contain any qualifications, reservations, adverse remarks or disclaimers.
The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and hence do not call
for any further comments.
During the year under review, the Auditors of the Company have not reported any fraud as specified under
Section 143(12) of the Companies Act, 2013 to the Audit Committee.
16. Cost Auditors
The Company is required to maintain cost records under Companies (Cost Records and Audit) Rules, 2014.
Accordingly, cost records have been maintained by the Company.
The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s S.R. Bhargave & Co.,
Cost Accountants, Pune for conducting the cost audit of the Company for Financial Year 2025-26.
As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be
ratified by the members of the Company. Accordingly, resolution seeking members ratification for remuneration
to be paid to Cost Auditors is included at Item No.8 of the Notice convening Fifty-Second Annual General Meeting.
17. Secretarial Audit and Secretarial Standards
Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s. SVD & Associates,
Practicing Company Secretaries, Pune, to undertake Secretarial Audit of the Company for the Financial Year
2024-25. The Secretarial Audit Report for the Financial Year ended March 31, 2025, is annexed herewith as
Annexure "D". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or
disclaimer.
The Company is compliant with the Secretarial Standards issued by the Institute of Company Secretaries of India
and approved by Central Government under Section 118(10) of the Companies Act, 2013.
In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on the
basis of the recommendations of the Audit Committee, the Board of Directors have recommended the appointment
of M/s SVD & Associates, Practicing Company Secretaries, Pune (Firm Unique Code P2013MH031900 and Peer
Review Certificate No.6357/2025) as the Secretarial Auditors of the Company to hold office for a period of 5 (Five)
consecutive years from the conclusion of the ensuing Fifty-Second Annual General Meeting till the conclusion
of the Fifty-Seventh Annual General Meeting of the Company to be held in 2030. Necessary resolution for
appointment of M/s SVD & Associates is placed in the Notice of the ensuing Fifty-Second Annual General Meeting
for consideration of the Members.
18. Information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been provided in
Annexure "E"
A statement showing details of the employees in terms of Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has been provided in a separate annexure forming part of the
Directors'' Report. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent
to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may
write to the Company Secretary at investor@kalyanisteels.com
19. Annual Return
In accordance with Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of
the Company as on March 31, 2024, filed with Registrar of Companies, is available on the website of the Company
at www.kalyanisteels.com. The Company shall upload the Annual Return as on March 31, 2025 on the website of
the Company, once it is filed with Registrar of Companies.
20. Whistle Blower Policy
The Company believes in conduct of its affairs in a fair and transparent manner by adopting highest standards of
professionalism, integrity and ethical behavior and ensures adherence of these principles across the organization.
The Company has robust vigil mechanism through its Whistle Blower Policy wherein the employees / Directors
can approach the Management of the Company, to report genuine concerns or grievances about unethical
behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or the instances of leakage
of unpublished price sensitive information.
The Whistle Blower Policy is approved and adopted by the Board of Directors of the Company in compliance with
the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Whistle Blower Policy is available on the Company''s website at http://www.kalyanisteels.com/profile/
policies/
During the year under review, the Company has not received any complaint under the said mechanism.
21. Particulars of Loans, Guarantees and Investments
Particulars of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013, forms
part of the notes to the Financial Statements provided in this Annual Report.
22. Internal Financial Controls
The Company has a proper and adequate system of internal financial controls. These controls ensure transactions
are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from
unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the
entire spectrum of internal financial controls within the meaning of the Act. An extensive program of internal
audits and management reviews, supplement the process of internal financial control framework. Documented
policies, guidelines and procedures are in place for effective management of internal financial controls.
The internal financial control framework design ensures that financial and other records are reliable for preparing
financial and other statements. In addition, the Company has identified and documented the key risks and controls
for each process that has a relationship to the financial operations and reporting.
The Company has put in place a compliance management tool / framework, which lists all the applicable laws and
compliances and also monitors the compliance status. The Company believes that a good framework is essential
to track statutory compliances for the successful conduct of business operations and high standards of corporate
governance.
23. Material Changes and Commitments, if any, affecting Financial Position of the Company
There are no adverse material changes or commitments that occurred after March 31, 2025, which may affect
the financial position of the Company or may require disclosure.
24. Significant and Material Orders
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and Company''s operations in future.
25. Familiarization Programme
Detailed presentations are made to the entire Board including independent Directors from time to time on various
matters such as the Company''s operations and business plans, strategic plans, plant operations, regulatory updates
etc. The Functional heads are invited from time to time to present before the Board, key matters pertaining to
their area of expertise.
Apart from the above, the Directors are regularly briefed and updated on the Company''s policies and procedures,
business model, the industry and operating environment that the Company operates in. For newly appointed
directors detailed induction program involving the briefing on the Company''s philosophy on Governance, Ethics
and Compliance coupled with the Company''s policies and interactions with the leadership team is in place.
Additionally, plant visits are organized for the new as well as existing Directors to enable them to understand the
business better.
The details of programmes for familiarization of Independent Directors with the Company are put up on website
of the Company at http://www.kalyanisteels.com/profile/policies/.
26. Subsidiaries, Joint Ventures or Associate Companies
As on March 31, 2025, the Company has one Subsidiary, one Associate Company and one Joint Venture Company.
A statement containing the salient features of the financial statement of the subsidiary, associate and joint venture
in the prescribed format AOC - 1 is annexed hereto as Annexure "F".
The Policy for determining ''Material'' subsidiaries has been displayed on the Company''s website viz. www.
kalyanisteels.com/profile/policies/
27. Business Responsibility and Sustainability Report
In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business
Responsibility and Sustainability Report (BRSR) forms a part of this Annual Report describing the initiatives
taken by the Company on Environment, Social and Governance (ESG) parameters during the year 2024-25, as
annexed hereto as Annexure "G"
28. Transfer to Investor Education and Protection Fund (IEPF)
Pursuant to provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) the declared dividends, which are unpaid or
unclaimed for a period of seven (7) years and the shares thereof, shall be transferred by the Company to the
Investor Education and Protection Fund (IEPF) established by the Central Government. The shareholders have an
option to claim the amount of the dividend transferred and / or shares from IEPF. No claim shall be entertained
against the Company for the dividend amounts and shares so transferred.
During the year, an amount of '' 1,913,235/- in respect of dividend declared on May 25, 2017 for Financial Year
2016-17 was transferred to IEPF along with 25,081 Equity Shares.
29. Obligation of Company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
Your Company is committed to creating a safe and healthy work environment, where every employee is treated
with respect and can work without fear of discrimination, prejudice, gender bias or any form of harassment at
the workplace. The Company has in place a Prevention of Sexual Harassment (POSH) Policy which meets the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules thereunder. The essence of the policy is communicated to all employees at regular intervals
through awareness programs.
The Company has constituted an Internal Complaints Committee (ICC) under the POSH Act, to consider and
resolve all sexual harassment complaints received. During the year under review, no complaints were received
by the Committee.
30. Acknowledgement
The Directors wish to convey their deep appreciation for the support and co-operation received from the
Central Government, the Government of Maharashtra, the Government of Karnataka, Karnataka Industrial Area
Development Board, various State Governments in India, Financial Institutions and the Bankers.
The Directors appreciate and value the contribution made by all employees at all levels, resulting in the successful
performance of the Company during the year.
The Directors also take this opportunity to express their deep gratitude for the continued co-operation and
support received from its valued shareholders.
The Directors express their special thanks to Mr.B.N. Kalyani, Chairman of the Company, for his persistent actions
for the progress of the Company.
For and on behalf of the Board of Directors
Place : Pune B.N. Kalyani
Date : May 5, 2025 Chairman
Mar 31, 2024
The Directors have pleasure in presenting the Fifty-First Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2024.
1. Financial Highlights (on standalone basis)
( '' in Million)
|
2023-24 |
2022-23 |
|
|
Total Income |
20,063.03 |
19,557.58 |
|
Total Expenditure |
15,883.30 |
16,537.00 |
|
Finance Cost |
245.46 |
280.96 |
|
Depreciation & amortization expenses |
607.51 |
489.02 |
|
Profit before Exceptional Item and Tax |
3,326.76 |
2,250.60 |
|
Exceptional Item |
â |
â |
|
Profit before Tax |
3,326.76 |
2,250.60 |
|
Tax Expenses : - Current Tax |
807.00 |
632.50 |
|
- Deferred Tax |
45.21 |
(52.42) |
|
- Taxation in respect of earlier years |
â |
0.25 |
|
Profit after Tax |
2,474.55 |
1,670.27 |
2. Dividend
Based on the Company''s performance, the Directors are pleased to recommend a dividend of ? 10/- per Equity Share of ? 5/- each (i.e. 200%), for the financial year ended March 31, 2024, for approval of the members.
The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy, adopted by the Company pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The dividend on Equity Shares, if approved by the members would involve cash outflow of ? 436.53 Million and shall be subject to deduction of income tax at source.
3. Reserves
During the year under review, the Company does not propose to transfer any amount to the General Reserve. An amount of ? 16,198 Million is proposed to be retained as Retained Earnings.
4. Performance of the Company
The spill-over effects, negative global headwinds continue to impact steel industry even in FY 2023-24. These headwinds coupled with fluctuations in China''s steel output created volatility in both raw material prices as well as Steel prices. Further, inflationary pressures in major economies forced central banks to increase the interest rates which increased the cost of capital.
Iron ore and Coking coal, the key commodities for steel industry exhibited volatile prices throughout the year between $ 105/ton to $ 136/ton and $ 231/ton to $ 354/ton respectively. Such price volatility in commodity prices puts negative pressure on the profitability of the Company. The Company commissioned its Coke Oven plant last year which helped to reduce the impact of such volatility to some extent. Despite such a volatile & complex business environment, the Company has delivered extremely well results during FY 2023-24. The Company achieved Total Income of ? 20,063 Million as against ? 19,558 Million in FY 2022-23. The Profit before tax is ? 3,327 Million against ? 2,251 Million in FY 2022-23.
The automotive sector is a key contributor to the Company''s business portfolio. FY 2023-24 has seen consecutive remarkable growth in passenger vehicles (PV) sales at 4.89 Million vehicles at a growth of 9% over FY 2022-23. With 4.89 Million vehicles sales, PV has surpassed its previous best of 4.5 Million vehicles in FY 2022-23. Two Wheelers & Three Wheelers are yet to catch up with the pre-pandemic numbers but have exhibited growth. Commercial vehicles sale has seen a decline of 1% to reach 1 Million vehicles in FY 2024. After consecutive sharp growth in Auto sector, a moderate growth is expected in coming years. On the other hand, increased demand is expected from sunrise sectors such as Renewable Energy, Hydrogen electrolyzer & storage solutions, H2 fuel cells, sustainable heating solutions etc. where specialty alloys steel products would be used. The Company is continuously investing in R&D to develop new steel grades suitable for a variety of applications catering to these segments. This would also help the Company to increase its profitability in the near future.
5. Acquisition of Assets of Kamineni Steel & Power India Private Limited (In Liquidation)
During the year under review, the Company acquired the assets of Kamineni Steel & Power India Private Limited, a Company under liquidation, pursuant to the invitation for Sale of Assets through e-auction platform, under Insolvency and Bankruptcy Code, 2016. The assets include Land, Building and Plant and Machinery of Steel Billet Plant including vehicles and the Company paid cash consideration of '' 5,047.20 Million (including applicable taxes) for acquisition of the said assets.
6. Memorandum of Understanding with Government of Odisha
The Company is pleased to inform the members that the Company has signed a Memorandum of Understanding (MoU) with the Government of Odisha on February 23, 2024, expressing an intent to setup :
a) 0.7 MTPA Integrated Advanced Specialty Steel & Automotive Components Manufacturing Complex and;
b) Phase 1 of Integrated Titanium Metal / Alloy and Aerospace & Defense Components Manufacturing Plant of
10,000 TPA capacity, in the State of Odisha.
Both the Company and the Government of Odisha agreed that the detailed terms and conditions for the implementation of the MoU shall be drawn up subsequently. Any updates thereon shall be provided by the Company in due course.
7. State of Company''s Affairs
Discussion on the state of Company''s affairs has been covered as part of the Management Discussion and Analysis (MD&A). MD&A for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
8. Corporate Governance
Your Company is committed to adopt the best standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the SEBI.
The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
The requisite certificate from Secretarial Auditors of the Company viz. M/s. SVD & Associates, Practicing Company Secretaries, Pune certifying compliance of the conditions of Corporate Governance is attached to Report on Corporate Governance.
9. Deposits
During the year under review, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013.
10. Directors
The Board of Directors at their meeting held on February 5, 2024, had co-opted Mr.S.G. Joglekar, as an Additional Independent Director, for the term of 5 (Five) consecutive years with effect from February 5, 2024 to February 4, 2029, subject to approval of the members. The Company had obtained the approval of members by way of Postal Ballot and Special Resolution approving his appointment was passed on March 16, 2024.
Mr.B.B. Hattarki, Independent Director of the Company, completed his Second Term of 5 (Five) years on March 31, 2024 and accordingly ceased to be the Director of the Company with effect from April 1, 2024. The Board places on record its sincere appreciation of the contribution made by Mr.Hattarki during tenure as a Director of the Company.
Mrs.Shruti A. Shah, Independent Director of the Company is seeking re-appointment for a Second Term of 5 (Five) consecutive years with effect from January 29, 2025 to January 28, 2030.
In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.B.N. Kalyani and Mr.M.U. Takale, Directors of the Company, are retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.
These re-appointments forms part of the Notice of the Fifty-First Annual General Meeting and the Resolutions are recommended for your approval. Profiles of these Directors are given in the Report on Corporate Governance for reference of the members.
The Company has received declarations from all Independent Directors that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
10.1 Board Evaluation
Led by Nomination and Remuneration Committee, the Board evaluated the effectiveness of its functioning, the performance of its committees, the Chairman, Independent Directors, Non-Executive Directors and Executive Directors.
The criteria for performance evaluation of the Board included deciding on long term strategy planning, structure, composition and role clarity of the Board and Committees, discharging of governance and fiduciary duties, handling critical issues etc.
The criteria for performance evaluation of the Committees included composition and role of the Committees, ideas shared by the Directors in Committee Meetings, their attendance, extent of co-ordination and cohesiveness between the Board and its Committees, to name a few.
The criteria for performance evaluation of the Directors included contributions made by the Directors at the Board / Committee meetings, attendance, instances of sharing best practices, contributions in long-term strategic planning, domain knowledge, vision, strategy, engagement with senior management etc. In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors including the Managing Director and also reviewed the performance of the Board as a whole including the Chairman of the Board. They also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
10.2 Nomination & Remuneration Policy
The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available on the website of the Company. (Web-link : http://www.kalyanisteels.com/profile/policies/).
10.3 Meetings of the Board
During the Financial Year 2023-24, five Board Meetings were convened and held. Also a separate meeting of Independent Directors as prescribed under Schedule IV of the Companies Act, 2013 was held. The details of meetings of Board of Directors are available in the Report on Corporate Governance which forms part of this Annual Report.
11. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that :
i) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that there are no material departures;
ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period;
iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts for the year ended March 31, 2024, on a going concern basis;
v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
12. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is enclosed herewith as Annexure "A".
13. Corporate Social Responsibility
The Company has been carrying out various Corporate Social Responsibility (CSR) activities in the areas of education. These activities are carried out in terms of Section 135 read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.
The Annual Report on CSR Activities undertaken by the Company is enclosed herewith as Annexure "B" The CSR Policy is available on the Company''s website viz. www.kalyanisteels.com/profile/policies/
14. Related Party Transactions
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions and the same can accessed on the Company''s website viz. www.kalyanisteels.com/profile/policies/
During the year under review, all related party transactions were placed before the Audit Committee for prior approval and were at arm''s length and in the ordinary course of business and in accordance with the related party framework formulated and adopted by the Company.
Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of transactions with related parties, are provided in Form AOC-2, which is enclosed herewith as Annexure "C". Details of related party transactions entered into by the Company, in terms of Ind AS 24 have been disclosed in Note No.38 to the Standalone Financial Statements.
15. Risk Management
Risk management is the continuing process to identify, analyze, evaluate, and minimize loss exposures and monitor risk control and financial resources to mitigate the adverse effects of loss. It is seen that organizations that embrace strategic risk management are more likely to deliver stakeholder confidence and better business outcomes.
The Risk Management Policy of the Company, which is approved by the Risk Management Committee of the Board and the Board of Directors, provides the framework of Enterprise Risk Management by describing mechanisms for the proactive identification and prioritization of risks based on the scanning of the external environment and continuous monitoring of internal risk factors. The Risk Management Committee which oversees the risk management process in the Company, is chaired by an Independent Director of the Company. The Audit Committee also has additional responsibility to monitor risks in the area of financial risks and controls.
The policy on Risk Management as approved by the Board is uploaded on the Company''s website at the Web-link : http://www.kalyanisteels.com/profile/policies/
16. Audit Committee
As on March 31, 2024, the Audit Committee comprises of Mr.S.K. Adivarekar, Chairman of the Committee and Independent Director, Mr.B.N. Kalyani, Promoter Non-Executive Director, Mr.B.B. Hattarki and Mrs.Shruti A. Shah, Independent Directors.
In view of completion of second term of Mr.B.B. Hattarki, Independent Director on March 31, 2024, the Board of Directors in its meeting dated February 5, 2024, reconstituted the Audit Committee with effect from April 1, 2024 to include Mr.S.G. Joglekar, Independent Director in the place of Mr.B.B. Hattarki.
All the recommendations made by the Audit Committee were deliberated and accepted by the Board during the Financial Year 2023-24.
17. Auditors and Auditor''s Report
M/s. Kirtane & Pandit LLP, Chartered Accountants, Pune (Firm Registration No.105215W / W100057), are the Auditors of the Company and they hold office till the conclusion of the Fifty-Fourth Annual General Meeting to be held in the year 2027.
The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and hence do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer.
During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013 to the Audit Committee.
18. Cost Auditors
The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s S.R. Bhargave & Co., Cost Accountants, Pune for conducting the cost audit of the Company for Financial Year 2024-25.
As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be ratified by the members of the Company. Accordingly, resolution seeking members ratification for remuneration to be paid to Cost Auditors is included at Item No.6 of the Notice convening Annual General Meeting.
19. Secretarial Audit and Secretarial Standards
Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s. SVD & Associates, Practicing Company Secretaries, Pune, to undertake Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended March 31, 2024, is annexed herewith as Annexure "D" The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
The Company is compliant with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government under Section 118(10) of the Companies Act, 2013.
20. Information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been provided in Annexure "E".
In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at investor@kalyanisteels.com
21. Annual Return
In accordance with Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2023, filed with Registrar of Companies, is available on the Website of the Company at www.kalyanisteels.com
22. Whistle Blower Policy
The Company believes in conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behavior and ensures adherence of these principles across the organization.
The Company has a robust vigil mechanism through its Whistle Blower Policy, approved and adopted by the Board of Directors of the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Whistle Blower Policy is available on the Company''s website at the Web-link : www.kalyanisteels.com/profile/policies/
The mechanism provides a formal channel whereby the employees / directors can report the instances of unethical behavior, actual or suspected fraud or any violation of the Code of Conduct and / or laws applicable to the Company, report the instances of leakage of unpublished price sensitive information and seek redressal. This mechanism provides appropriate protection to the genuine Whistle Blower, who avails of the mechanism. During the year under review, the Company has not received any complaint under the said mechanism.
23. Particulars of Loans, Guarantees or Investments
Particulars of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013, forms part of the notes to the Financial Statements provided in this Annual Report.
24. Internal Financial Controls
Your Company has in place adequate internal financial controls with reference to the Financial Statements. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial information; complying with applicable statutes; safeguarding assets from unauthorized use; ensuring that transactions are carried out with adequate authorization and complying with Corporate Policies and Processes. Such controls have been assessed during the year, after taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India.
25. Material Changes and Commitments, if any, affecting Financial Position of the Company
There are no adverse material changes or commitments that occurred after March 31, 2024, which may affect the financial position of the Company or may require disclosure.
26. Significant and Material Orders
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
27. Familiarization Programme
The Company believes that well informed / familiarized Board can contribute significantly towards effectively discharging its role of trusteeship in a manner that fulfils stakeholders aspirations. In pursuit of this, the Directors of the Company are updated on material changes / developments in the industry scenario including those pertaining to statutes / legislation & economic environment and on matters significantly affecting the Company, to enable them to take well informed and timely decisions. The Directors are also updated on all business related matters including risk assessment & minimization procedures, new initiatives proposed by the Company.
Detailed presentations are made to the entire Board including independent Directors from time to time on various matters such as the Company''s operations and business plans, strategic plans, plant operations, regulatory updates etc. The Functional heads are invited from time to time to present before the Board, key matters pertaining to their area of expertise.
Additionally, plant visits are organized for the new as well as existing Directors to enable them to understand the business better.
The details of programmes for familiarization of Independent Directors with the Company are put up on Website of the Company. (Web-link : http://www.kalyanisteels.com/profile/policies/)
28. Subsidiaries, Joint Ventures or Associate Companies
As on March 31, 2024, the Company has one Subsidiary, one Associate Company and one Joint Venture Company. A statement containing the salient features of the financial statement of the subsidiary, associate and joint venture in the prescribed format AOC - 1 is annexed hereto as Annexure "F".
The Policy for determining ''Material'' subsidiaries has been displayed on the Company''s website viz. www.kalyanisteels.com/profile/policies/
29. Business Responsibility and Sustainability Report
In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) forms a part of this Annual Report describing the initiatives taken by the Company on Environment, Social and Governance (ESG) parameters during the year 2023-24, as annexed hereto as Annexure "G"
30. Transfer to Investor Education and Protection Fund (IEPF)
Pursuant to provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) the declared dividends, which are unpaid or unclaimed for a period of 7 (seven) years and the shares thereof, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. The shareholders have an option to claim the amount of the dividend transferred and / or shares from IEPF. No claim shall be entertained against the Company for the dividend amounts and shares so transferred.
During the year, no unpaid or unclaimed dividend and the shares thereof were liable to be transferred to IEPF.
31. Obligation of Company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy for prevention, prohibition and redressal of sexual harassment at workplace, in terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules framed thereunder. All women employees (permanent, temporary, contractual and trainees), as well as any women visiting the Company''s office premises are covered under the Policy.
The Company has constituted an Internal Complaints Committee under the POSH Act. During the year under review, no complaints were received by the Committee.
32. Acknowledgement
The Directors wish to convey their deep appreciation for the support and co-operation received from the Central Government, the Government of Maharashtra, the Government of Karnataka, the Government of Odisha, Karnataka Industrial Area Development Board, various State Governments in India, Financial Institutions and the Bankers.
The Directors appreciate and value the contribution made by all employees at all levels, resulting in the successful performance of the Company during the year.
The Directors also take this opportunity to express their deep gratitude for the continued co-operation and support received from its valued shareholders.
The Directors express their special thanks to Mr.B.N. Kalyani, Chairman of the Company, for his persistent actions for the progress of the Company.
for and on behalf of the Board of Directors
Place : Pune B.N. Kalyani
Date : May 10, 2024 Chairman
Mar 31, 2023
The Directors have pleasure in presenting the Fiftieth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2023.
1. Financial Highlights
|
( Rs. in Million) |
||
|
2022-23 |
2021-22 |
|
|
Total Income |
: 19,557.58 |
17,523.86 |
|
Total Expenditure |
: 16,537.00 |
13,674.65 |
|
Finance Cost |
: 280.96 |
132.09 |
|
Depreciation & amortization expenses |
: 489.02 |
458.76 |
|
Profit before Exceptional Item and Tax |
: 2,250.60 |
3,258.36 |
|
Exceptional Item |
: â |
â |
|
Profit before Tax |
: 2,250.60 |
3,258.36 |
|
Tax Expenses : |
||
|
- Current Tax |
: 632.50 |
886.00 |
|
- Deferred Tax |
: (52.42) |
(56.79) |
|
Taxation in respect of earlier years |
0.25 |
â |
|
Profit after Tax |
: 1,670.27 |
2,429.15 |
2. Dividend
Based on the Company''s performance, the Directors are pleased to recommend a dividend of '' 10/- per Equity Share of '' 5/- each (i.e. 200%), for the financial year ended March 31, 2023, for approval of the members. The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy, adopted by the Company pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The dividend on Equity Shares, if approved by the members would involve cash outflow of '' 436.53 Million and shall be subject to deduction of income tax at source.
3. Reserves
During the year under review, the Company does not propose to transfer any amount to the General Reserve. An amount of '' 14,177 Million is proposed to be retained as Retained Earnings.
4. Performance of the Company
The steel industry faced numerous challenges in FY 2022-23 caused by external negative global headwinds such as volatility in raw material & commodity prices, inflationary pressures, rising interest rates, supply chain related issues due to Russia-Ukraine war, depreciating rupee etc.
One of the key commodities for alloy steel industry, Ferro Moly exhibited a steep & sudden increase of more than 100% from April, 2022 at $ 48/Kg to $ 99.3/Kg in February, 2023 before coming down to $ 78/Kg in March, 2023. Such price volatility in commodity prices puts negative pressure on the profitability of the Company. Despite such a volatile & complex business environment, the Company has delivered extremely well results during FY 2022-23. The Company achieved Revenue from Operations of '' 18,994 Million against '' 17,060 Million in FY 2021-22. The Profit before tax is '' 2,251 Million against '' 3,258 Million in FY 2021-22.
The automotive sector is a key contributor to the Company''s business portfolio. FY 2022-23 has seen remarkable growth in passenger vehicles (PV) sales at 4.5 Million vehicles at a growth of 29% over
FY 2021-22. With 4.5 Million vehicles sales, PV has crossed the pre-pandemic levels. Further, the growth momentum is expected to continue even in FY 2023-24. Commercial Vehicles, Two Wheelers & Three Wheelers are yet to catch up with the pre-pandemic numbers but have exhibited growth. Increased auto sales would further improve the business performance of the Company in FY 2023-24.
The alloy steel sector would also observe rising demand from sunrise sectors such as Renewable Energy, Hydrogen electrolyzer & storage solutions, H2 fuel cells, sustainable heating solutions etc. where specialty alloys steel products would be used. The Company is continuously investing in R&D to develop new steel grades suitable for a variety of applications catering to these segments. This would also help the Company to increase its profitability in the near future.
5. Commissioning of Coke Making Facility and partial commissioning of Waste Heat Recovery (WHR) based Captive Power Plant
The members are aware that the Company had planned to set up a 200,000 TPA Non-recovery / Heat recovery, stamp charged Coke Oven with Modified wet Quenching of hot coke and 17-18 MW captive power plant to be operated utilizing waste heat energy of flue gas generated from Coke Oven. The electrical power so produced shall be used for captive consumption and the surplus, if any, will be sold to external agencies. The Broad Specifications were as follows :
⢠Coke Oven
> Annual capacity (Dry coke) - 0.2 MT
> No. of Ovens - 72 (Divided in two batteries of 36 ovens each)
⢠Heat Recovery Captive Power Plant
> Power generation capacity - 17-18 MW
> Generation voltage - 11KV
Respecting its commitment to the Atmanirbhar Bharat campaign, the process technology adopted was indigenous coke-making technology with all latest innovations incorporated for a high degree of technological performance and product quality.
It is a pleasure to inform you that the Company has commissioned the Coke oven plant with all its auxiliaries and utility systems and started its commercial production from March 31, 2023. The production has already attained the designed capacity and the product quality is amongst the best in the industry.
The power plant with the turbine - generator with all the balance of plant (BOPs) with one of the two boilers has also been commissioned, while the second boiler to be added to the steam circuit is going to be commissioned shortly.
6. State of Company''s Affairs
Discussion on the state of Company''s affairs has been covered as part of the Management Discussion and Analysis (MD&A). MD&A for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
The Company aspires to reach highest standards of Corporate Governance and adhere to the Corporate Governance Requirements set out by SEBI.
The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
The requisite certificate from Secretarial Auditors of the Company viz. M/s. SVD & Associates, Company Secretaries, Pune certifying compliance of the conditions of Corporate Governance is attached to Report on Corporate Governance.
During the year under review, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013.
In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs.Sunita B. Kalyani and Mr.Amit B. Kalyani, Directors of the Company, are retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.
These re-appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval. Profiles of these Directors, are given in the Report on Corporate Governance for reference of the members.
The Company has received declarations from all Independent Directors that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of individual Directors, Committees of the Board and the Board as a whole, in accordance with the provisions of the Companies Act, 2013 Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board formally assesses its own performance based on parameters which, inter alia, include performance of the Board on deciding long term strategy planning, structure, composition and role clarity of the Board and Committees, discharging of governance and fiduciary duties, handling critical issues etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as composition of the committee, effectiveness of the committee meetings, information and functioning.
The parameters for the performance evaluation of the Directors include contribution made at the Board / Committee meetings, attendance, instances of sharing best practices, domain knowledge, vision, strategy, engagement with senior management etc.
In a separate meeting of independent directors, the performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also reviewed performance of the Chairman of the Board, taking into account the views of Executive and Non-executive Directors. They also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
9.2 Nomination & Remuneration Policy
The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available on the website of the Company. (Web-link : http://www.kalyanisteels.com/profile/policies/).
During the Financial Year 2022-23, four Board Meetings were convened and held. Also a separate meeting of Independent Directors as prescribed under Schedule IV of the Companies Act, 2013 was held. The details of meetings of Board of Directors are provided in the Report on Corporate Governance that forms part of this Annual Report.
10. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that :
i) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting
standards have been followed and that there are no material departures;
ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for that period;
iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts for the year ended March 31, 2023, on a going concern basis;
v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure "A".
12. Corporate Social Responsibility
The Company has been carrying out various Corporate Social Responsibility (CSR) activities in the areas of education, health, water, sanitation etc. These activities are carried out in terms of Section 135 read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. The Annual Report on CSR Activities undertaken by the Company is annexed herewith as Annexure "B". The CSR Policy is available on the Company''s website. (Web-link : http://www.kalyanisteels.com/profile/policies/)
13. Related Party Transactions
All transactions with related parties were reviewed and approved by the Audit Committee and were in accordance with the Policy on dealing with and materiality of related party transactions and the related party framework, formulated and adopted by the Company.
All contracts or arrangements entered into by the Company with Related Parties during the financial year were on an arm''s length basis and in the ordinary course of business.
Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of transactions with related parties, are provided in Form AOC-2, which is annexed herewith as Annexure "C". Related party disclosures as per Ind AS have been provided in Note 38 to the Financial Statements.
The policy on Related Party Transactions in line with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as approved by the Board is uploaded on the Company''s website. (Web-link : http://www.kalyanisteels.com/profile/policies/)
Risk management, which aims at managing the impact of uncertainties, is an Integral part of the Company''s strategy setting and decision making process. The Company regularly identifies uncertainties and after assessing them, devises short-term and long-term plans to mitigate any risk which could materially impact on the Company''s goals. This process of identifying and assessing the risks is a two-way process with inputs being taken from employees across the organization.
The Risk Management Committee of the Company is entrusted by the Board to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
The policy on Risk Management as approved by the Board is uploaded on the Company''s website. (Web-link : http://www.kalyanisteels.com/proflle/policies/)
As on March 31, 2023, the Audit Committee comprises of Mr.S.K. Adivarekar, Chairman of the Committee and Independent Director, Mr.B.N. Kalyani, Promoter Non-Executive Director, Mr.B.B. Hattarki and Mrs.Shruti A. Shah, Independent Directors.
All the recommendations made by the Audit Committee were deliberated and accepted by the Board during the Financial Year 2022-23.
16. Auditors and Auditor''s Report
M/s. Kirtane & Pandit LLP, Chartered Accountants, Pune (Firm Registration No.105215W / W100057), are the Auditors of the Company and they hold office till the conclusion of the Fifty-Fourth Annual General Meeting to be held in the year 2027.
The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and hence do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer.
During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013 to the Audit Committee.
The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s S.R. Bhargave & Co., Cost Accountants, Pune for conducting the cost audit of the Company for Financial Year 2023-24.
As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be ratified by the members of the Company. Accordingly, resolution seeking members'' ratification for remuneration to be paid to Cost Auditors is included at Item No.7 of the Notice convening Annual General Meeting.
18. Secretarial Audit and Secretarial Standards
Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s. SVD & Associates, Company Secretaries, Pune, to undertake Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31, 2023, is annexed herewith as Annexure "D". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
The Company is compliant with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government under Section 118(10) of the Companies Act, 2013.
19. Information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been provided in Annexure "E"
In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at investor@kalyanisteels.com.
In accordance with Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2022, filed with Registrar of Companies, is available on the Website of the Company at www.kalyanisteels.com
The Company promotes ethical behaviour in all its business activities, in line with the best governance practices. The Company has a robust vigil mechanism through its Whistle Blower Policy, approved and adopted by the Board of Directors of the Company in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Whistle Blower Policy is available on the Company''s website. (Web-link : http://www.kalyanisteels.com/proflle/policies/)
The Policy provides a formal channel whereby the employees / directors can report the instances of unethical behavior, actual or suspected fraud or any violation of the Code of Conduct and / or laws applicable to the Company, report the instances of leakage of unpublished price sensitive information and seek redressal. This mechanism provides appropriate protection to the genuine Whistle Blower, who avail of the mechanism. During the year under review, the Company has not received any complaint under the said mechanism.
22. Particulars of Loans, Guarantees or Investments
Particulars of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013, forms part of the notes to the Financial Statements provided in this Annual Report.
23. Internal Financial Controls
The Company''s internal flnancial control systems are commensurate with the nature of its business, the size and complexity of its operations and such controls with reference to the Financial Statements are adequate. The Internal Financial Control Systems over flnancial reporting ensures that all transactions are authorized, recorded and reported correctly in a timely manner. The Company has laid down Standard Operating Procedures, Policies and Authority to guide the operations of the business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the management.
24. Material Changes and Commitments, if any, affecting Financial Position of the Company
There are no adverse material changes or commitments that occurred after March 31, 2023, which may affect the financial position of the Company or may require disclosure.
25. Significant and Material Orders
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
Detailed presentations are made to the entire Board including independent Directors from time to time on various matters such as the Company''s operations and business plans, strategic plans, plant operations, regulatory updates etc. The Functional heads are invited from time to time to present before the Board, key matters pertaining to their area of expertise.
Apart from the above, the Directors are regularly briefed and updated on the Company''s policies and procedures, business model, the industry and operating environment that the Company operates in. For newly appointed directors detailed induction program involving the briefing on the Company''s philosophy on Governance, Ethics and Compliance coupled with the Company''s policies and interactions with the leadership team is in place. The details of programmes for familiarization of Independent Directors with the Company are put up on Website of the Company. (Web-link : http://www.kalyanisteels.com/profile/policies/)
27. Subsidiaries, Joint Ventures or Associate Companies
As on March 31, 2023, the Company has one associate and one joint venture company. A statement containing the salient features of the financial statement of the associate and joint venture in the prescribed format AOC-1 is annexed hereto as Annexure "F".
The Policy for determining ''Material'' subsidiaries has been displayed on the Company''s website. (Web-link : http://www.kalyanisteels.com/profile/policies/)
Lord Ganesha Minerals Private Limited (LGMPL), subsidiary of the Company, had made voluntary application on February 9, 2022, to the Registrar of Companies (ROC), Pune (Maharashtra), for striking off its name from the Register of Companies, pursuant to the provisions of Section 248 of the Companies Act, 2013. The final order of the ROC approving striking off the name was passed on April 26, 2022.
28. Business Responsibility and Sustainability Report
The Securities and Exchange Board of India (''SEBI''), in May, 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (''BRSR''). BRSR is a notable departure from the existing Business Responsibility Report (''BRR'') and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, submission of BRSR from FY 2022-23 onwards.
In accordance with the aforesaid SEBI requirement, Business Responsibility and Sustainability Report is provided as a part of this Annual Report, as Annexure "G".
29. Transfer to Investor Education and Protection Fund (IEPF)
Pursuant to provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) the declared dividends, which are unpaid or unclaimed for a period of seven (7) years and the shares thereof, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. The shareholders have an option to claim the amount of the dividend transferred and / or shares from IEPF. No claim shall be entertained against the Company for the dividend amounts and shares so transferred.
During the year, no unpaid or unclaimed dividend and the shares thereof, were liable to be transferred to IEPF.
30. Obligation of Company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy for prevention, prohibition and redressal of sexual harassment at workplace, in terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules framed thereunder. All women employees (permanent, temporary, contractual and trainees), as well as any women visiting the Company''s office premises are covered under the Policy.
The Company has constituted an Internal Complaints Committee under the POSH Act. During the year under review, no complaints were received by the Committee.
The Directors would like to express their sincere appreciation of the co-operation received from the Central Government, the Government of Maharashtra, the Government of Karnataka, Karnataka Industrial Area Development Board, Financial Institutions and the Bankers. The Directors also wish to place on record their appreciation for the commitment displayed by all employees at all levels, resulting in the successful performance of the Company during the year.
The Directors also take this opportunity to express their deep gratitude for the continued co-operation and support received from its valued shareholders.
The Directors express their special thanks to Mr.B.N. Kalyani, Chairman of the Company, for his relentless actions for the progress of the Company.
Mar 31, 2022
The Directors have pleasure in presenting the Forty-Ninth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2022.
1. Financial Highlights (on stand-alone basis)
|
( '' in Million) |
||
|
2021-22 |
2020-21 |
|
|
Total Income |
: 17,523.86 |
12,305.29 |
|
Total Expenditure |
: 13,674.65 |
9,245.71 |
|
Finance Cost |
: 132.09 |
67.70 |
|
Depreciation & amortization expenses |
: 458.76 |
441.51 |
|
Profit before Exceptional Item and Tax |
: 3,258.36 |
2,550.37 |
|
Exceptional Item |
: â |
â |
|
Profit before Tax |
: 3,258.36 |
2,550.37 |
|
Tax Expenses : |
||
|
- Current Tax |
: 886.00 |
684.50 |
|
- Deferred Tax |
: (56.79) |
(37.15) |
|
Profit after Tax |
: 2,429.15 |
1,903.02 |
2. Dividend & Reserves
The Directors are pleased to recommend a dividend of '' 10/- per Equity Share of '' 5/- each (i.e.200%), for the financial year ended March 31, 2022, for approval of the members. The dividend on Equity Shares, if approved by the members would involve cash outflow of '' 436.53 Million and shall be subject to deduction of income tax at source.
During the year under review, the Company does not propose to transfer any amount to the General Reserve. An amount of '' 12,942 Million is proposed to be retained as Retained Earnings.
3. Performance of the Company
Indian economy continued to face difficulties in year 2021-22 as COVID 19 continue to create havoc in healthcare system of the country with emergence of Second Wave and Third Wave. Emergence of Second Wave forced government authorities to re-introduce lockdown like measures which impacted economic activities. During first quarter, with emergence of Second Wave, significant part of the oxygen was diverted to fulfil medical needs, which led many industries including steel to shut down or lower its production.
Government of India, to support the economy, announced several measures including credit facility for MSME sector, fertilizer subsidy, credit guarantees, financial support for improving health infrastructure, financial support for tourism sector etc.
In spite of such volatile and complex situation, the Company performed extremely well during FY 2021-22. The Company achieved Revenue from Operations of '' 17,060 Million against '' 11,880 Million in FY 2020-21. The Profit Before Tax is '' 3,258 Million against '' 2,550 Million in FY 2020-21 representing a growth of 27.8%.
In the Financial Year 2021-22, steel industry was severely hit by increase in raw material cost, especially coke, and price increase from the customers was not linear to increase in raw material costs leading to erosion of profits. However, the Company picked up the signals early, identified the trend and took a strategic call to purchase Coke during first quarter itself which could cover the coke requirement for the financial year. This strategic purchase _improved the Company''s profitability in FY 2021-22 substantially.
Economic Activities picked up from Q2 onwards as COVID 19 Second Wave situation came in control. However, economy was grappled with several issues including rising commodity prices, increased freight rates, raw material shortage etc. As per SIAM statistics data, Automobile sales (domestic & Export), particularly hit by semiconductor shortage, has grown by 2% in FY 2021-22 after contacting by 13% and 15% in FY 2020-21 & FY 2019-20 respectively. Apart from revival in Auto sector, Government push in infrastructure sector and positive trends in Bearing & Engineering segment supported in business recovery of the Company.
While Auto sales exhibited a sign of recovery in FY 2021-22, industry as a whole, is yet to reach its Pre-Covid level. With expected improvement in semiconductor chip supply, Automobile sales are also expected to improve in FY 2022-23 and hence the Company''s business situation further in FY 2022-23.
4. Coke Making Facility and Waste Heat Recovery (WHR) based Captive Power Plant
The members are aware that the Company had planned to set up a 200,000 TPA Non-recovery / Heat recovery, stamp charged Coke Oven with Modified wet Quenching of hot coke and 17-18 MW captive power plant to be operated utilizing waste heat energy of flue gas generated from Coke Oven. The electrical power so produced shall be used for captive consumption and the surplus, if any, will be sold to external agencies. The Broad Specifications were as follows :
⢠Coke Oven
> Annual capacity (Dry coke) - 0.2 MT
> No. of Ovens - 72 (Divided in two batteries of 36 ovens each)
⢠Heat Recovery Captive Power Plant
> Power generation capacity - 17-18 MW
> Generation voltage - 11 KV
Respecting commitment to the Aatmanirbhar Bharat campaign, the process technology being adopted is indigenous coke-making technology with all latest innovations incorporated for a high degree of technological performance and product quality.
The Company has completed approx. 72% of the Coke Oven installation work and around 64% of the Power Plant installation work and the project is expected to be commissioned by September, 2022 as scheduled.
Owing to unprecedented rise in the prices of steel, cement, refractory, coal and transportation, the budget at close (BAC) is expected to be '' 2,775 Million, funded by way of debt and internal accruals.
5. State of Company''s Affairs
Discussion on the state of Company''s affairs has been covered as part of the Management Discussion and Analysis (MD&A). MD&A for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
6. Corporate Governance
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements set out by SEBI.
The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
The requisite certificate from Secretarial Auditors of the Company viz. M/s. SVD & Associates, Company Secretaries, Pune confirming compliance with conditions of Corporate Governance is attached to Report on Corporate Governance.
7. Deposits
During the year under review, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013.
8. Directors
In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.B.N. Kalyani, Mr.S.M. Kheny and Mr.M.U. Takale, Directors of the Company, are retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.
Mr.Sachin K. Mandlik, Independent Director of the Company is seeking re-appointment for a Second Term of 3 (Three) consecutive years with effect from November 9, 2022 to November 8, 2025.
Mr.Shrikrishna K. Adivarekar, Independent Director of the Company is seeking re-appointment for a Second Term of 3 (Three) consecutive years with effect from May 18, 2023 to May 17, 2026.
Amb.Ahmad Javed, Independent Director of the Company is seeking re-appointment for a Second Term of 3 (Three) consecutive years with effect from June 26, 2023 to June 25, 2026.
These re-appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval. Profiles of these Directors, are given in the Report on Corporate Governance for reference of the members.
The Company has received declarations from all Independent Directors that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
8.1 Board Evaluation
Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as composition of the committee, effectiveness of the committee meetings, information and functioning.
The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as contribution of individual director to the Board and committee meetings like preparedness on the issues to be discussed and inputs in meetings etc.
In a separate meeting of independent directors, the performance of the non-independent directors, the Chairman of the Company and the Board as a whole was evaluated, taking into account the views of the executive and non-executive directors.
8.2 Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available on the website of the Company. (Web-link : https://www.kalyanisteels.com/profile/policies/).
8.3 Meetings of the Board
During the Financial Year 2021-22, four Board Meetings were convened and held. Also a separate meeting of Independent Directors as prescribed under Schedule IV of the Companies Act, 2013 was held. The details of meetings of Board of Directors are provided in the Report on Corporate Governance that forms part of this Annual Report.
9. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that :
i) in the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards have been followed and that there are no material departures;
ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for that period;
iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts for the year ended March 31, 2022, on a going concern basis;
v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
10. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure "A".
11. Corporate Social Responsibility
The Company has been carrying out various Corporate Social Responsibility (CSR) activities in the areas of education, health, water, sanitation etc. These activities are carried out in terms of Section 135 read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.
The Annual Report on CSR Activities undertaken by the Company is annexed herewith as Annexure "B". The CSR Policy is available on Company''s website. (Web-link : https://www.kalyanisteels.com/profile/policies/)
12. Related Party Transactions
All contracts or arrangements entered into by the Company with Related Parties during the financial year were in the ordinary course of business, on an arm''s length basis and were approved by the Audit Committee.. Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of transactions with related parties, are provided in Form AOC-2, which is annexed herewith as Annexure "C". Related party disclosures as per Ind AS have been provided in Note 39 to the Financial Statements. The policy on Related Party Transactions, as amended, in line with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as approved by the Board is uploaded on the Company''s website. (Web-link : https://www.kalyanisteels.com/profile/policies/)
13. Risk Management
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
The policy on Risk Management as approved by the Board is uploaded on the Company''s website. (Web-link : https://www.kalyanisteels.com/profile/policies/)
14. Audit Committee
As on March 31, 2022, the Audit Committee comprises of Mr.S.K. Adivarekar, Chairman of the Committee and Independent Director, Mr.B.N. Kalyani, Promoter Non-Executive Director, Mr.B.B. Hattarki, Independent Director and Mrs.Shruti A. Shah, Independent Director.
The Board of Directors at their meeting held on November 1, 2021, had reconstituted the Audit Committee, by inducting Mrs.Shruti A. Shah as member of the Committee. Reconstitution of the Committee was done, as the category of Mr.M.U. Takale, was changed from Independent Director to Non-Independent Director, in order to comply with amendments in Listing Regulations.
All the recommendations made by the Audit Committee were deliberated and accepted by the Board during the Financial Year 2021-22.
15. Auditors and Auditor''s Report
M/s. P G Bhagwat LLP, Chartered Accountants, Pune, Auditors of the Company, will be retiring at the ensuing Forty-Ninth Annual General Meeting after completing two successive terms of 5 (Five) years each. The Board places on records their sincere appreciation for the valuable contribution made by them during their tenure.
The Notes on Financial Statements referred to in the Auditor''s Report of M/s. P G Bhagwat LLP are self-explanatory and hence do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer.
During the year under review, M/s. P G Bhagwat LLP, Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013 to the Audit Committee.
On the basis of the recommendations of the Audit Committee, the Board of Directors has recommended the appointment of M/s. Kirtane & Pandit LLP, Chartered Accountant (Firm Registration No.105215W / W100057) as Auditors of the Company to hold office from the conclusion of the ensuing Forty-Ninth Annual General Meeting, till the conclusion of the Fifty-Fourth Annual General Meeting to be held in the year 2027.
Necessary resolution for appointment of M/s. Kirtane & Pandit LLP is placed in the Notice of the ensuing Forty-Ninth Annual General Meeting for consideration of the Members.
16. Cost Auditors
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the cost record maintained by the Company is required to be audited. The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. S.R. Bhargave & Co., Cost Accountants, Pune for conducting the cost audit of the Company for Financial Year 2022-23.
As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be ratified by the members of the Company. Accordingly, resolution seeking members'' ratification for remuneration to be paid to Cost Auditors is included at Item No.10 of the Notice convening Annual General Meeting.
17. Secretarial Audit and Secretarial Standards
Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s. SVD & Associates, Company Secretaries, Pune, to undertake Secretarial Audit of the Company for the Financial Year 2021-22. The Secretarial Audit Report for the Financial Year ended March 31, 2022, is annexed herewith as Annexure "D". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
The Company is compliant with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government under Section 118(10) of the Companies Act, 2013.
18. Particulars of Employees and related Disclosures
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, has been provided in Annexure "E".
19. Annual Return
In accordance with Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2021, filed with Registrar of Companies, is available on the Web-site of the Company at www.kalyanisteels.com
20. Whistle Blower Policy
The Company has vigil mechanism named ''Whistle Blower Policy'', wherein the employees / directors can report the instances of unethical behavior, actual or suspected fraud or any violation of the Code of Conduct and / or laws applicable to the Company and seek redressal. This mechanism provides appropriate protection to the genuine Whistle Blower, who avail of the mechanism. During the year under review, the Company has not received any complaint under the said mechanism. The ''Whistle Blower Policy'' as approved by the Board is uploaded on the Company''s website. (Web-link : https://www.kalyanisteels.com/profile/policies/)
21. Particulars of Loans, Guarantees or Investments
Particulars of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013, forms part of the notes to the Financial Statements provided in this Annual Report.
22. Internal Financial Controls
Your Company has in place adequate internal financial controls, with reference to financial statements, commensurate with size, scale and complexity of its operations. An extensive risk based programme of internal audits and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company which is reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of your Company''s internal control framework. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.
23. Material Changes and Commitments, if any, affecting Financial Position of the Company
There are no adverse material changes or commitments occurred after March 31, 2022, which may affect the financial position of the Company or may require disclosure.
24. Significant and Material Orders
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
25. Familiarization Programme
The Company on a regular basis, makes detailed presentation to the entire Board including Independent Directors on the Company''s operations and business plans, strategy, global and domestic business environment. Such presentations are made by the senior management, so that the Independent Directors can have direct interaction with them. The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarize with the Company''s procedures and practices.
The details of programmes for familiarization of Independent Directors with the Company are put up on website of the Company. (Web-link : https://www.kalyanisteels.com/profile/policies/)
26. Subsidiaries, Joint Ventures or Associate Companies
As on March 31, 2022, the Company has one Subsidiary and two associates / joint venture companies. A statement containing the salient features of the financial statement of the subsidiary and associates / joint ventures in the prescribed format AOC-1 is annexed hereto as Annexure "F".
The Policy for determining ''Material'' subsidiaries has been displayed on the Company''s website. (Web-link : https://www.kalyanisteels.com/profile/policies/)
Lord Ganesha Minerals Private Limited (LGMPL), subsidiary of the Company, has made voluntary application on February 9, 2022, to the Registrar of Companies (ROC), Pune (Maharashtra), for striking off its name from the Register of Companies, pursuant to the provisions of Section 248 of the Companies Act, 2013. The final order of the ROC approving striking off the name is awaited.
27. Business Responsibility Report
In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility Report (BRR) is provided as a part of this Annual Report, as Annexure "G".
28. Consolidated Financial Statements
The Consolidated Financial Statements, pursuant to Section 129 of the Companies Act, 2013 are attached to the Standalone Financial Statements of the Company.
29. Transfer to Investor Education and Protection Fund (IEPF)
Pursuant to provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) the declared dividends, which are unpaid or unclaimed for a period of seven (7) years and the shares thereof, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.
Accordingly, during the year, the Company has transferred the unpaid or unclaimed dividend for a period of seven (7) years from the date they became due for payment, along with the shares thereof to IEPF. The shareholders have an option to claim their shares and / or amount of dividend transferred to IEPF. No claim shall be entertained against the Company for the amounts and shares so transferred.
30. Obligation of Company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013
The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy for prevention, prohibition and redressal of sexual harassment at workplace, in terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All women employees (permanent, temporary, contractual and trainees), as well as any women visiting the Company''s office premises are covered under the Policy. During the year under review, no complaint was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
31. Acknowledgement
The Directors would like to express their sincere appreciation of the co-operation received from the Central Government, the Government of Maharashtra, the Government of Karnataka, Karnataka Industrial Area Development Board, Financial Institutions and the Bankers. The Directors also wish to place on record its appreciation for the commitment displayed by all employees at all levels, resulting in the successful performance of the Company during the year.
The Directors also take this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.
The Directors express their special thanks to Mr.B.N. Kalyani, Chairman of the Company, for his untiring efforts for the progress of the Company.
for and on behalf of the Board of Directors
Place : Pune B.N. Kalyani
Date : May 12, 2022 Chairman
Mar 31, 2018
The Members,
The Directors have pleasure in presenting the Forty-Fifth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2018.
1. Financial Highlights (on stand-alone basis) :
(Rs. in Million)
|
2017-18 |
2016-17 |
|
|
Total Income |
14,042.13 |
14,237.83 |
|
Total Expenditure |
11,837.59 |
11,228.93 |
|
Finance Cost |
86.37 |
96.31 |
|
Depreciation & amortisation expenses |
372.22 |
520.26 |
|
Profit before Tax |
1,745.95 |
2,392.33 |
|
Tax Expenses : |
||
|
- Current Tax |
610.63 |
903.71 |
|
- Deferred Tax |
(13.50) |
(76.20) |
|
Profit after Tax |
1,148.82 |
1,564.82 |
2. Indian Accounting Standards (Ind AS) :
The Ministry of Corporate Affairs (MCA), vide its notification dated 16th February, 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.
Being applicable, the Company has adopted Ind AS from April 1, 2017 and accordingly, the transition was carried out, from the Accounting Principles generally accepted in India as specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 (previous GAAP) to Ind AS 101 âFirst time adoption of Indian Accounting Standardsâ.
The impact of transition has been recorded in opening reserves as at April 1, 2016 and the periods presented have been restated / reclassified.
The reconciliation and descriptions of the effect of the transition from Indian GAAP to Ind AS have been provided in Note 47 of the notes forming part of separate financial statements.
3. Dividend & Reserves :
The Directors are pleased to recommend a dividend of Rs. 5/- per Equity Share of Rs. 5/- each (i.e.100%) for the financial year ended 31st March, 2018, for approval of the members. The dividend on Equity Shares, if approved by the members would involve a cash outflow of Rs. 218.27 Million plus a dividend tax of Rs. 44.87 Million.
During the year under review, no transfer is made to the General Reserve. An amount of Rs. 7,035.59 Million is retained as surplus in the Statement of Profit and Loss.
4. Performance of the Company :
During the Financial Year ended 31st March, 2018, the Company achieved Revenue from Operation of Rs. 13,870.15 Million against Rs. 14,105.10 Million in the previous year. The Profits before Tax is Rs. 1,745.95 Million, against Rs. 2,392.33 Million in the previous year.
In the steel industry, cost is the main driver for competitiveness. During the year under review cost of key raw materials such as Iron Ore, Coke, Electrodes, Refractories etc. has increased substantially, however there was a delay in accepting such increased costs by our customers, which resulted in comparatively lower profits. Secondly in view of the reduction in margins for sale of Pig Iron, the Company sold 4,095 tonnes of Pig Iron as compared to 26,686 tonnes in the previous year.
5. State of Companyâs Affairs :
Discussion on the state of Companyâs affairs has been covered as part of the Management Discussion and Analysis (MD&A). MD&A for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
6. Corporate Governance
The Company has committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements set out by SEBI. The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
The requisite certificate from Auditors of the Company viz. M/s. P. G. Bhagwat, Chartered Accountants, Pune confirming compliance with conditions of Corporate Governance is attached to Report on Corporate Governance.
7. Deposits
During the year under review, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013.
8. Directors
In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.B.N. Kalyani, Chairman and Mr.S.M. Kheny, Director of the Company, are retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.
Mr.C.G. Patankar, Independent Director of the Company resigned with effect from 11th August, 2017, due to his other pre-occupations and ceased to be the Director of the Company. The Board places on record its appreciation of the valuable contributions made by Mr.Patankar during his tenure as Director of the Company.
Mr.S.S. Vaidya, Independent Director of the Company resigned with effect from 18th May, 2018, due to health reasons and ceased to be the Director of the Company. The Board places on record its appreciation of the valuable contributions made by Mr.Vaidya during his tenure as Director of the Company.
The Board of Directors at its meeting held on 9 th November, 2017 had co-opted Mr. Sachin K. Mandlik, as an Additional Independent Director for the period of 5 (five) years from 9th November, 2017 to 8th November, 2022, subject to approval of the members at the ensuing Annual General Meeting.
The Board of Directors at its meeting held on 18th May, 2018 had co-opted Mr.Shrikrishna K. Adivarekar, as an Additional Independent Director for the period of 5 (five) years from 18th May, 2018 to 17th May, 2023, subject to approval of the members at the ensuing Annual General Meeting.
Mr.B.B. Hattarki, Independent Director on the Board of the Company is seeking re-appointment for a second term of 5 (five) years with effect from 1st April, 2019 to 31st March, 2024.
These appointment / re-appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval. Profiles of these Directors, are given in the Report on Corporate Governance for reference of the members.
The Company has received declarations from all Independent Directors that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
8.1 Board Evaluation
Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. Performance evaluation has been carried out as per the Board Diversity and Remuneration Policy.
8.2 Board Diversity and Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Board Diversity and Remuneration Policy is available on the website of the Company. (Web-link : http://www.kalyanisteels.com/ profile/code-of-conduct/board-diversity-remuneration-policy/)
8.3 Meetings of the Board
During the Financial Year 2017-18, four Board Meetings were convened and held. Also a separate meeting of Independent Directors as prescribed under Schedule IV of the Companies Act, 2013 was held. The details of meetings of Board of Directors are provided in the Report on Corporate Governance that forms part of this Annual Report.
9. Directorsâ Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that :
i) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed and that there are no material departures;
ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for that period;
iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts for the year ended 31st March, 2018, on a going concern basis;
v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
10. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure âAâ.
11. Corporate Social Responsibility
The Company has been carrying out various Corporate Social Responsibility (CSR) activities in the areas of education, health, water, sanitation etc. These activities are carried out in terms of Section 135 read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.
The details of CSR Activities undertaken by the Company are annexed herewith as Annexure âBâ. The CSR Policy is available on Companyâs website. (Web-link : http: //www.kalyanisteels.com/profile/code-of-conduct/corporate-social-responsibility-csr/)
12. Related Party Transactions
All contracts or arrangements entered into by the Company with Related Parties during the financial year were in the ordinary course of business and on an armâs length basis. Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of transactions with related parties, are provided in Form AOC-2, which is annexed herewith as Annexure âCâ. Related party disclosures as per Ind AS have been provided in Note 39 of the notes forming part of separate Financial Statements.
The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website. (Web-link : http://www.kalyanisteels.com/profile/code-of-conduct/related-party-transactions-policy/)
13. Risk Management
The Company recognises that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action. Risks are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
14. Audit Committee
As on 31st March, 2018, the Audit Committee comprises of Mr.S.S. Vaidya, Chairman of the Committee and Independent Director, Mr.B.N. Kalyani, Promoter Non-Executive Director, Mr.B.B. Hattarki, Independent Director and Mr.M.U. Takale, Independent Director.
All the recommendations made by the Audit Committee were deliberated and accepted by the Board during the Financial Year 2017-18.
15. Auditors and Auditorâs Report
The members, at their Forty-Fourth Annual General Meeting held on 1st August, 2017, had appointed M/s. P.G. Bhagwat, Chartered Accountants, Pune, as Auditors of the Company, to hold office for the period of five years i.e. from the conclusion of Forty-Fourth Annual General Meeting till the conclusion of the Forty-Ninth Annual General Meeting to be held in 2022 and the said appointment was subject to ratification by members at every Annual General Meeting.
The Companies (Amendment) Act, 2017, has amended Section 139(1) of the Companies Act, 2013 effective from 7th May, 2018 whereby first proviso to Section 139(1) is omitted which provided for ratification of appointment of Auditors by members at every Annual General Meeting.
In view of the same, the Board of Directors have proposed to ratify the appointment of M/s. P. G. Bhagwat, Chartered Accountants, Pune (Firm Registration No.101118W), as Auditors of the Company, for the period of four years i.e. from the Conclusion of this Annual General Meeting till the conclusion of the Forty-Ninth Annual General Meeting to be held in 2022.
The Company has received letter from M/s. P. G. Bhagwat, Chartered Accountants, to the effect that ratification of appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.
The Directors recommend ratification of appointment of Auditors from the conclusion to ensuing Annual General Meeting till the conclusion of the Forty-Ninth Annual General Meeting to be held in 2022.
The Notes on Financial Statements referred to in the Auditorâs Report are self-explanatory and hence do not call for any further comments. The Auditorâs Report does not contain any qualification, reservation, adverse remark or disclaimer.
16. Cost Auditors
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit record maintained by the Company is required to be audited. The Board of Directors had, on the recommendation of the Audit Committee, appointed M/s S.R. Bhargave & Co., Cost Accountants, Pune for conducting the cost audit of the Company for Financial Year 2018-19.
As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be ratified by the members of the Company. Accordingly, resolution seeking membersâ ratification for remuneration to be paid to Cost Auditors is included at Item No.10 of the Notice convening Annual General Meeting.
17. Secretarial Audit and Secretarial Standards
Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s. SVD & Associates, Company Secretaries, Pune, to undertake 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 as Annexure âDâ. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
The Company is compliant with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government under Section 118(10) of the Companies Act, 2013.
18. Particulars of Employees and related Disclosures
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, has been provided in Annexure âEâ.
19. Extract of the Annual Return
An extract of the Annual Return of the Company, pursuant to the Section 92(3) of the Companies Act, 2013, in Form MGT-9 is annexed hereto as Annexure âFâ.
20. Whistle Blower Policy
The Company has vigil mechanism named âWhistle Blower Policyâ, wherein the employees / directors can report the instances of unethical behavior, actual or suspected fraud or any violation of the Code of Conduct and / or laws applicable to the Company and seek redressal. This mechanism provides appropriate protection to the genuine Whistle Blower, who avail of the mechanism. During the year under review, the Company has not received any complaint under the said mechanism. The âWhistle Blower Policyâ as approved by the Board is uploaded on the Companyâs website. (Web-link : http://www.kalyanisteels.com/profile/code-of-conduct/whistle-blower/)
21. Particulars of Loans, Guarantees or Investments
Particulars of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013, form part of the notes to the Financial Statements provided in this Annual Report.
22. Internal Financial Controls
The Company has in place adequate internal financial controls with reference to the Financial Statements. During the year, such controls were tested and no reportable material weakness was observed in the design or implementation.
23. Material Changes and Commitments, if any affecting Financial Position of the Company
There are no adverse material changes or commitments occurring after 31st March, 2018, which may affect the financial position of the Company or may require disclosure.
24. Significant and Material Orders
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
25. Familiarisation Programme
The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarise with the Companyâs procedures and practices. Periodic presentations are made at Board Meetings, Board Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved.
The details of programmes for familiarisation of Independent Directors with the Company are put up on website of the Company. (Web-link : http://www.kalyanisteels.com/profile/code-of-conduct/terms-of-the-appointment-of-independent-directors-of-kalyani-steels-limited/)
26. Subsidiaries, Joint Ventures or Associate Companies
As on 31st March, 2018, the Company has one Subsidiary and two associates / joint venture companies. A statement containing the salient features of the financial statement of the subsidiary and associates / joint ventures in the prescribed format AOC-1 is annexed hereto as Annexure âGâ.
The Policy for determining âMaterialâ subsidiaries has been displayed on the Companyâs website. (Web-link : http: / / www.kalyanisteels.com/profile/code-of-conduct/policy-on-material-subsidiary/)
27. Consolidated Financial Statements
The Consolidated Financial Statements, pursuant to Section 129 of the Companies Act, 2013 are attached to the Standalone Financial Statements of the Company.
28. Transfer to Investor Education and Protection Fund (IEPF)
Pursuant to provisions of the Companies Act, 2013, the declared dividends, which are unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government,
Accordingly, the unpaid or unclaimed dividend remaining unpaid or unclaimed for a period of seven years from the date they became due for payment, have been transferred to the IEPF established by the Central Government.
Pursuant to section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company to IEPF.
Accordingly, the Company after complying with all the requisite procedures, has transferred 128,464 Equity Shares to IEPF Authority.
29. Obligation of Company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013
In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, one complaint was filed and redressed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
30. Acknowledgement
The Directors would like to express their sincere appreciation of the co-operation received from the Central Government, the Government of Maharashtra, the Government of Karnataka, Karnataka Industrial Area Development Board, Financial Institutions and the Bankers. The Directors also wish to place on record its appreciation for the commitment displayed by all employees at all levels, resulting in the successful performance of the Company during the year.
The Directors also take this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.
The Directors express their special thanks to Mr.B.N. Kalyani, Chairman of the Company, for his untiring efforts for the progress of the Company.
for and on behalf of the Board of Directors
Place : Pune B.N. Kalyani
Date : May 18, 2018 Chairman
Mar 31, 2017
The Directors have pleasure in presenting the Forty-Fourth Annual Report on the business and operations of the Company and the Audited Financial Statements for the year ended 31st March, 2017.
1. Financial Highlights (on stand-alone basis) : (Rs. in Million)
|
|
2016-17 |
2015-16 |
|
Sales, Gross |
17,215.329 |
14,542.437 |
|
Excise Duty |
3,006.690 |
2,750.571 |
|
Sales, Net |
14,208.639 |
11,791.866 |
|
Other Operating Revenue |
14.377 |
12.796 |
|
Other Income |
131.113 |
26.573 |
|
Total Revenue |
14,354.129 |
11,831.235 |
|
Total Expenditure |
11,356.469 |
9,451.775 |
|
Finance Cost |
96.312 |
120.290 |
|
Depreciation & amortization expenses |
519.723 |
517.279 |
|
Profit before Tax |
2,381.625 |
1,741.891 |
|
Tax Expenses |
|
|
|
- Current Tax |
902.000 |
508.500 |
|
- Deferred Tax |
(81.275) |
97.066 |
|
- Add / (Less) : Short Provision for Taxation |
|
|
|
in earlier years |
1.716 |
0.532 |
|
Profit after Tax |
1,559.184 |
1,135.793 |
2. Dividend & Reserves
The Directors are pleased to recommend a dividend of Rs.5/- per Equity Share of Rs.5/- each (i.e. 100%) for the financial year ended 31st March, 2017.
During the year under review, no transfer is proposed to the General Reserve. An amount of Rs.6,816.505 Million is proposed to be retained as surplus in the Statement of Profit and Loss.
3. The Year in Retrospect :
During the Financial Year ended 31st March, 2017, the Company achieved gross sales of Rs. 17,215 Million against Rs.14,542 Million in the previous year, representing growth of 18%. The Profits before Tax increased to Rs.2,382 Million, against Rs.1,742 Million in the previous year, representing growth of 37%.
4. State of Company''s Affairs
Discussion on the state of Company''s affairs has been covered as part of the Management Discussion and Analysis (MD&A). MD&A for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
5. Corporate Governance
The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
The requisite certificate from Auditors of the Company viz. M/s. P. G. Bhagwat, Chartered Accountants, Pune confirming compliance with conditions of Corporate Governance is attached to Report on Corporate Governance.
6. Fixed Deposits
The Company has not accepted any deposits from the public during the year.
7. Directors
In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs.Sunita B. Kalyani and Mr.Amit B. Kalyani, Directors of the Company, are retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.
These re-appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval. Profiles of these Directors, are given in the Report on Corporate Governance.
The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
7.1 Board Evaluation
Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. Performance evaluation has been carried out as per the Board Diversity and Remuneration Policy.
7.2 Board Diversity and Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Board Diversity and Remuneration Policy is available on the website of the Company. (Web-link : http ://www.kalyanisteels.com/ profile/code-of-conduct/board-diversity-remuneration-policy/)
7.3 Meetings of the Board
During the Financial Year 2016-17, five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.
8. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that :
i) in the preparation of the annual accounts for the year ended 31st March, 2017, the applicable accounting standards have been followed and that there are no material departures;
ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the profit of the Company for that period;
iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts for the year ended 31st March, 2017, on a going concern basis;
v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
9. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure "A".
10. Corporate Social Responsibility
As a part of its initiatives under "Corporate Social Responsibility (CSR)'''', the Company has undertaken various activities in the areas of education, health, water and sanitation. These activities are carried out in terms of Section 135 read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.
The details of CSR Activities undertaken by the Company are annexed herewith as Annexure "B". The CSR Policy is available on Company''s website. (Web-link : http ://www.kalyanisteels.com/profile/code-of-conduct/corporate-social-responsibility-csr/)
11. Related Party Transactions
All Related Party Transactions entered into by the Company during the financial year were in the ordinary course of business and on an arm''s length basis. Particulars of material contracts / arrangements entered into by the Company with related parties referred to Section 188(1) of the Companies Act, 2013, are provided in Form AOC-2, which is annexed herewith as Annexure "C". Related party disclosures as per Accounting Standard 18 have been provided in Note ''36'' to the Financial Statements.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. (Web-link : http ://www.kalyanisteels.com/profile/code-of-conduct/related-party-transactions-policy/)
12. Risk Management
The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action. Risks are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
13. Statutory Auditors and Auditor''s Report
M/s P.G. Bhagwat, Chartered Accountants, Pune, Statutory Auditors of the Company, will be completing tenure of five years, on the conclusion of the ensuing Annual General Meeting.
In terms of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint them for the term of further five years i.e. from the conclusion of the ensuing Annual General Meeting till the conclusion of the Forty-Ninth Annual General Meeting to be held in 2022, subject to ratification by members at every Annual General Meeting.
The Company has received letter from M/s P.G. Bhagwat, Chartered Accountants, to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.
The Directors recommend re-appointment of Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of the Forty-Ninth Annual General Meeting to be held in 2022.
The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and hence do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer.
14. Cost Auditors
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit record maintained by the Company is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s S.R. Bhargave & Co., Cost Accountants, Pune for conducting the cost audit of the Company for Financial Year 2017-18.
As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be ratified by the members of the Company. Accordingly, resolution seeking members'' ratification for remuneration to be paid to Cost Auditors is included at Item No. 6 of the Notice convening Annual General Meeting.
15. Secretarial Audit
Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s SVD & Associates, Company Secretaries, Pune, to undertake Secretarial Audit of the Company for the Financial Year 2016-17. The Secretarial Audit Report for the Financial Year ended 31st March, 2017 is annexed herewith as Annexure "D". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
16. Particulars of Employees and related Disclosures
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, has been provided in Annexure "E".
17. Extract of the Annual Return
An extract of the Annual Return of the Company, pursuant to the Section 92(3) of the Companies Act, 2013, in Form MGT-9 is annexed hereto as Annexure "F".
18. Whistle Blower Policy
The Company has vigil mechanism named ''Whistle Blower Policy'', wherein the employees / directors can report the instances of unethical behavior, actual or suspected fraud or any violation of the Code of Conduct and / or laws applicable to the Company and seek redressal. This mechanism provides appropriate protection to the genuine Whistle Blower, who avail of the mechanism. During the year under review, the Company has not received any complaint under the said mechanism. The ''Whistle Blower Policy'' as approved by the Board is uploaded on the Company''s website. (Web-link : http ://www.kalyanisteels.com/profile/code-of-conduct/whistle-blower/)
19. Particulars of Loans, Guarantees or Investments
Particulars of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.
20. Internal Financial Controls
The Company has in place adequate internal financial controls with reference to the Financial Statements. During the year, such controls were tested and no reportable material weakness was observed in the design or implementation.
21. Material Changes and Commitments, if any affecting Financial Position of the Company
There are no adverse material changes or commitments occurring after 31st March, 2017, which may affect the financial position of the Company or may require disclosure.
22. Significant and Material Orders
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
23. Familiarization Programme
The details of programmes for familiarization of Independent Directors with the Company are put up on website of the Company. (Web-link : http ://www.kalyanisteels.com/profile/code-of-conduct/terms-of-the-appointment-of-independent-directors-of-kalyani-steels-limited/)
24. Names of companies which have become / ceased to be Subsidiaries, Joint Ventures or Associate Companies during the year
A statement containing the salient features of the financial statement of the subsidiaries and associates / joint ventures in the prescribed format AOC-1 is annexed hereto as Annexure "G".
The Policy for determining ''Material'' subsidiaries has been displayed on the Company''s website.
(Web-link : http://www.kalyanisteels.com/profile/code-of-conduct/policy-on-material-subsidiary/)
25. Consolidated Financial Statements
The Consolidated Financial Statements, pursuant to Section 129 of the Companies Act, 2013 are attached to the Standalone Financial Statements of the Company.
26. Obligation of Company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013
In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
27. Acknowledgement
The Directors would like to express their sincere appreciation of the co-operation received from the Central Government, Government of Maharashtra, Government of Karnataka, Karnataka Industrial Area Development Board, Financial Institutions and the Bankers. The Directors also wish to place on record its appreciation for the commitment displayed by all employees at all levels, resulting in the successful performance of the Company during the year.
The Directors also take this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.
The Directors express their special thanks to Mr.B.N. Kalyani, Chairman of the Company, for his untiring efforts for the progress of the Company.
for and on behalf of the Board of Directors
Place : Pune B.N. Kalyani
Date : 25th May, 2017 Chairman
Mar 31, 2016
The Directors have pleasure in presenting the Forty-Third Annual Report on the business and operations of the Company and the
Audited Financial Statements for the year ended 31st March, 2016.
1. Financial Highlights (on stand-alone basis) :
(Rs, in Million)
2015-16 2014-15
Sales, Gross : 14,542.437 15,326.913
Excise Duty and Service Tax : 2,750.571 3,066.997
Sales, Net : 11,791.866 12,259.916
Other Operating Revenue : 12.796 10.149
Other Income : 26.573 23.259
Total Revenue : 11,831.235 12,293.324
Total Expenditure : 9,451.775 10,595.269
Finance Cost : 120.290 147.740
Depreciation & amortisation
expenses : 517.279 310.156
Profit before Tax : 1,741.891 1,240.159
Tax Expenses :
- Current Tax : 508.500 301.000
- Deferred Tax : 97.066 107.658
- Add / (Less) : Excess
Provision for Taxation
in earlier years : 0.532 (1.638)
Profit after Tax : 1,135.793 833.139
2. Dividend & Reserves
In view of the current global situation of the Steel Industry, considering most of the steel companies are making huge losses,
the Company likes to preserve its resources for highly turbulent times. As a result, the Directors do not recommend any Dividend
on Equity Shares for the financial year ended 31st March, 2016.
During the year under review, no transfer is proposed to the General Reserve. An amount of Rs, 5,257.322 Million is proposed to be
retained as ''Surplus in the Statement of Profit and Loss''.
3. The Year in Retrospect :
The major challenge during the year was dip in global demand and subsequent surge in cheap imports. The reduction in raw material
prices was not enough to set off the price difference between domestic and imported steel.
With this background, the Company achieved gross sales of Rs, 14,542 Million against Rs, 15,327 Million in the previous year.
However, Profits before Tax increased to Rs, 1,742 Million, against Rs, 1,240 Million in the previous year, representing growth of
40.48%. Clear focus on industry segments with critical application, targeted approach towards approvals with OEMs for niche
segment products with long term partnerships, along with service level improvements helped the Company to retain its prices and
margins.
4. State of Company''s Affairs
Discussion on the state of Company''s affairs has been covered as part of the Management Discussion and Analysis (MD&A). MD&A for
the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented
in a separate section forming part of the Annual Report.
5. Corporate Governance
The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
is presented in a separate section forming part of the Annual Report.
The requisite certificate from Auditors of the Company viz. M/s. P. G. Bhagwat, Chartered Accountants, Pune confirming
compliance with conditions of Corporate Governance is attached to Report on Corporate Governance.
6. Fixed Deposits
The Company has not accepted any deposits from the public during the year.
7. Directors
The Board of Directors at its meeting held on 30th October, 2015 had re-appointed Mr.R.K. Goyal, as Managing Director of the
Company for the period of five years from 17th January, 2016 to 16th January, 2021.
In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.B.N. Kalyani, Chairman
and Mr.S.M. Kheny, Director of the Company, are retiring by rotation at the ensuing Annual General Meeting and being eligible,
have offered themselves for re-appointment.
These re-appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your
approval. Profiles of these Directors, are given in the Report on Corporate Governance.
The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
7.1 Board Evaluation
Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Committees. Performance evaluation has been carried out as per the Board Diversity and
Remuneration Policy.
7.2 Board Diversity and Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of
Directors, Senior Management and their remuneration. The Board Diversity and Remuneration Policy is available on the website of
the Company. (Web-link : http://www.kalyanisteels.com/ profile/code-of-conduct/board-diversity-remuneration-policy/)
7.3 Meetings of the Board
During the Financial Year 2015-16, six Board Meetings were convened and held, the details of which are given in the Corporate
Governance Report.
8. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility
Statement, it is hereby confirmed that :
i) in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been
followed and that there are no material departures;
ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of
the profit of the Company for that period;
iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv) the Directors have prepared the annual accounts for the year ended 31st March, 2016, on a going concern basis;
v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and
vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.
9. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo The information on conservation of
energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure "A".
10. Corporate Social Responsibility
As a part of its initiatives under "Corporate Social Responsibility (CSR)'''', the Company has undertaken various activities in the
areas of education, health, water and sanitation. These activities are carried out in terms of Section 135 read with Schedule VII
of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.
The details of CSR Activities undertaken by the Company are annexed herewith as Annexure "B". The CSR Policy is available on
Company''s website. (Web-link : http://www.kalyanisteels.com/profile/code-of-conduct/corporate- social-responsibility-csr/)
11. Related Party Transactions
All Related Party Transactions entered into by the Company during the financial year were in the ordinary course of business and
on an arm''s length basis. Particulars of material contracts / arrangements entered into by the Company with related parties
referred to Section 188(1) of the Companies Act, 2013, are provided in Form AOC-2, which is annexed herewith as Annexure "C".
Related party disclosures as per Accounting Standard 18 have been provided in Note ''36'' to the Financial Statements.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. (Web-link :
http://www.kalyanisteels.com/profile/code-of-conduct/related- party-transactions-policy/)
12. Risk Management
The Company recognises that risk is an integral and unavoidable component of business and is committed to managing the risk in a
proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor
risks and mitigate various risks with timely action. Risks were discussed at the meetings of the Risk Management Committee, Audit
Committee and the Board of Directors of the Company.
13. Statutory Auditors and Auditor''s Report
At the 41st Annual General Meeting held on 5th September, 2014, M/s P.G. Bhagwat, Chartered Accountants, Pune were appointed as
Auditors of the Company, to hold office for the period of three years i.e. from the conclusion of 41st Annual General Meeting
till the conclusion of the 44th Annual General Meeting to be held in 2017 and the said appointment is subject to ratification by
the members at every Annual General Meeting in terms of First Proviso to Section 139 of the Companies Act, 2013.
The Company has received letter from M/s P.G. Bhagwat, Chartered Accountants, to the effect that their re-appointment, if made,
would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for
re-appointment.
The Directors recommend ratification of their appointment from the conclusion of ensuing Annual General Meeting till the
conclusion of the 44th Annual General Meeting to be held in 2017.
The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and hence do not call for any further
comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer.
14. Cost Auditors
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the
cost audit record maintained by the Company is required to be audited. Your Directors had, on the recommendation of the Audit
Committee, appointed M/s S.R. Bhargave & Co., Cost Accountants, Pune for conducting the cost audit of the Company for Financial
Year 2016-17.
As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be ratified by the
members of the Company. Accordingly, resolution seeking members'' ratification for remuneration to be paid to Cost Auditors is
included at Item No.7 of the Notice convening Annual General Meeting.
15. Secretarial Audit
Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s SVD & Associates, Company
Secretaries, Pune, to undertake 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 as Annexure "D". The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.
16. Particulars of Employees and related Disclosures
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as amended, has been provided in Annexure "E".
17. Extract of the Annual Return
An extract of the Annual Return of the Company, pursuant to the Section 92(3) of the Companies Act, 2013, in Form MGT-9 is
annexed hereto as Annexure "F".
18. Whistle Blower Policy
The Company has vigil mechanism named ''Whistle Blower Policy'', wherein the employees / directors can report the instances of
unethical behavior, actual or suspected fraud or any violation of the Code of Conduct and / or laws applicable to the Company and
seek redressal. This mechanism provides appropriate protection to the genuine Whistle Blower, who avail of the mechanism. During
the year under review, the Company has not received any complaint under the said mechanism. The ''Whistle Blower Policy'' as
approved by the Board is uploaded on the Company''s website. (Web-link :
http://www.kalyanisteels.com/profile/code-of-conduct/whistle-blower/)
19. Particulars of Loans, Guarantees or Investments
Particulars of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to
the Financial Statements provided in this Annual Report.
20. Internal Financial Controls
The Company has in place adequate internal financial controls with reference to the Financial Statements. During the year, such
controls were tested and no reportable material weakness was observed in the design or implementation.
21. Material Changes and Commitments, if any affecting Financial Position of the Company
There are no adverse material changes or commitments occurring after 31st March, 2016, which may affect the financial position of
the Company or may require disclosure.
22. Significant and Material Orders
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status
and Company''s operations in future.
23. Familiarisation Programme
The details of programmes for familiarisation of Independent Directors with the Company are put up on website of the Company.
(Web-link : http://www.kalyanisteels.com/profile/code-of-conduct/terms-of- the-appointment-of-
independent-directors-of-kalyani-steels-limited/)
24. Names of companies which have become / ceased to be Subsidiaries, Joint Ventures or Associate Companies during the year
During the year, Lord Ganesha Minerals Private Limited became a subsidiary of the Company.
A statement containing the salient features of the financial statement of the subsidiaries and associates / joint ventures in the
prescribed format AOC-1 is annexed hereto as Annexure "G".
The Policy for determining ''Material'' subsidiaries has been displayed on the Company''s website. (Web-link :
http://www.kalyanisteels.com/profile/code-of-conduct/policy-on- material-subsidiary/)
25. Consolidated Financial Statements
The Consolidated Financial Statements, pursuant to Section 129 of the Companies Act, 2013 are attached to the Standalone
Financial Statements of the Company.
26. Obligation of Company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013
In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the
Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
27. Acknowledgement
The Directors would like to express their sincere appreciation of the co-operation received from the Central Government,
Government of Maharashtra, Government of Karnataka, Karnataka Industrial Area Development Board, Financial Institutions and the
Bankers. The Directors also wish to place on record its appreciation for the commitment displayed by all employees at all levels,
resulting in the successful performance of the Company during the year.
The Directors also take this opportunity to express its deep gratitude for the continued co-operation and support received from
its valued shareholders.
The Directors express their special thanks to Mr.B.N. Kalyani, Chairman of the Company, for his untiring efforts for the progress
of the Company.
for and on behalf of the Board of Directors
Place:Pune B.N. Kalyani
Date:24th May, 2016 Chairman
Mar 31, 2014
The Directors have pleasure in presenting the Forty-First Annual Report
on the business and operations of the Company and the Audited Financial
Statements for the year ended 31st March, 2014.
1. Financial Highlights : (Rs. in Million)
2013-14 2012-13
Sales, Gross : 13,959.037 10,114.257
Excise Duty : 2,825.172 2,108.450
Sales, Net : 11,133.865 8,005.807
Other Operating Revenue : 8.016 66.874
Sale of Services : 18.000 18.000
Revenue from Operations (Net) : 11,159.881 8,090.681
Other Income : 117.922 71.545
Total Revenue : 11,277.803 8,162.226
Total Expenditure : 9,873.626 7,324.433
Finance Cost : 170.023 224.844
Depreciation & amortisation expenses : 339.563 235.628
Profit before Tax : 894.591 377.321
Tax Expenses :
- Current Tax : 256.000 77.500
- Deferred Tax : 53.401 61.226
- Add / (Less): Excess provision for
Taxation in earlier years : (0.678) (0.083)
Profit after Tax : 585.868 238.678
Dividend on Equity
Share Capital : 130.959 65.480
2. Dividend :
The Directors are pleased to recommend a dividend of Rs. 3/- per Equity
Share of Rs. 5/- each (i.e. 60%) for the financial year ended 31st March,
2014.
3. The Year in Retrospect :
During the year under consideration, the Company was able to increase
the operational levels and achieved gross sales of Rs. 13,959 Million
against Rs. 10,114 Million in the previous year, representing growth of
38%. The Profits before Tax increased to Rs. 895 Million, against Rs. 377
Million in the previous year, representing growth of 137%. This was
possible due to improvement in operational efficiencies and benefits
derived from cost reduction initiatives undertaken by the Company.
4. Management Discussion and Analysis Report
Management Discussion and Analysis Report (MD&A) for the year under
review, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges in India, is presented in a separate section forming
part of this Annual Report.
5. Corporate Governance Report
Corporate Governance Report as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges in India, is presented in a
separate section forming part of this Annual Report.
A certificate from Statutory Auditors of the Company, M/s P.G. Bhagwat,
Chartered Accountants, confirming compliance with conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
attached to Corporate Governance Report.
6. Fixed Deposits :
During the year 2013-14, the Company transferred, five deposits
aggregating to Rs. 88,000/- to Investor Education and Protection Fund
(IEPF) as per requirement of law. As a result, as on 31st March, 2014,
no deposits were outstanding with the Company. Presently, the Company
does not accept / renew the deposits.
7. Directors :
Mr.B.N. Kalyani and Mr.C.G. Patankar Directors of the Company are
retiring by rotation at the ensuing Annual General Meeting and being
eligible, they offer themselves for re-appointment.
In view of Section 149 and other applicable provisions of the Companies
Act, 2013, it is proposed to appoint Mr.Arun Pawar, Mr.B.B. Hattarki,
Mr.M.U. Takale, Mr.S.M. Kheny and Mr.S.S. Vaidya, as an Independent
Directors of the Company for the period of five years with effect from
5th September, 2014 to 4th September, 2019. All the Directors being
eligible, offered themselves for appointment. In the opinion of the
Board, all the Directors fulfill the conditions specified in the
Companies Act, 2013 and rules made there under, for their appointment as
an Independent Director of the Company.
These appointments form part of the Notice of the Annual General
Meeting and the Resolutions are recommended for your approval. Profiles
of these Directors, as required by the Corporate Governance Code
(Clause 49 of the Listing Agreement), are given in the report on
Corporate Governance.
8. Directors'' Responsibility Statement :
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that :
i) in the preparation of the financial statements for the year ended
31st March, 2014, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2014 and of the profit of the Company
for the year under review;
iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) the Directors had prepared the financial statements for the year
ended 31st March, 2014, on a ''going concern'' basis.
9. Auditors and Auditors'' Report :
M/s P.G. Bhagwat, Chartered Accountants, Pune, Statutory Auditors of
the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment.
The Company has received letter from M/s P.G. Bhagwat, Chartered
Accountants, to the effect that their re-appointment, if made, would be
within the prescribed limits under Section 141(3)(g) of the Companies
Act, 2013 and that they are not disqualified for re-appointment.
The observations and comments given by the Auditors in their Report
read together with notes to accounts are self-explanatory and hence do
not call for any further comments.
10. Cost Auditors :
M/s S.R. Bhargave & Co., Cost Accountants, Pune, Cost Auditors of the
Company have been re-appointed as the Company''s Cost Auditors for the
Financial Year 2014-15.
11. Particulars of Employees :
As required under the provisions of Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 as amended, the names and other particulars of the employees are
set out in the Annexure to the Directors'' Report. However, in terms of
the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
Report and the Accounts is being sent to all Shareholders of the
Company excluding the aforesaid Annexure. Any Shareholder interested in
obtaining a copy of said Annexure may write to the Company Secretary at
the Registered Office of the Company.
12. Conservation of energy, technology absorption and foreign exchange
earnings & outgo :
The information required under the provisions of Section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the report of the Board of Directors) Rules, 1988 and
forming part of the Report is annexed hereto.
13. Quality and Safety :
Your Company accords high priority to quality, safety, training,
development, health and environment. The Company endeavors to ensure
continuous compliance and improvements in this regard.
14. Transfer of amounts to Investor Education and Protection Fund :
Pursuant to provisions of Section 205A(5) of the Companies Act, 1956,
the dividend which remained unclaimed for a period of seven years has
been transferred to the Investor Education and Protection Fund.
15. Acknowledgement :
The Directors would like to express their sincere appreciation of the
co-operation received from the Central Government, Government of
Maharashtra, Government of Karnataka, Karnataka Industrial Area
Development Board, Financial Institutions and the Bankers. The
Directors also wish to place on record its appreciation for the
commitment displayed by all employees at all levels, resulting in the
successful performance of the Company during the year.
The Directors also take this opportunity to express its deep gratitude
for the continued co-operation and support received from its valued
shareholders.
The Directors express their special thanks to Mr.B.N. Kalyani, Chairman
of the Company, for his untiring efforts for the progress of the
Company.
for and on behalf of the
Board of Directors
Place:Pune B.N. Kalyani
Date:29th May, 2014 Chairman
Mar 31, 2013
Dear Shareholders,
The Directors have pleasure in presenting the Fortieth Annual Report on
the business and operations of the Company and the Audited Financial
Statements for the year ended 31st March, 2013.
1. Financial Highlights :
(Rs. in Million)
2012-13 2011-12
Sales, Gross : 10,114.257 11,588.942
Excise Duty : 2,108.450 2,013.128
Sales, Net : 8,005.807 9,575.814
Other Operating Revenue : 66.874 192.651
Sale of Services : 18.000
Revenue from Operations (Net) : 8,090.681 9,768.465
Other Income : 71.545 218.030
Total Revenue : 8,162.226 9,986.495
Total Expenditure : 7,324.433 9,342.612
Finance Cost : 224.844 213.672
Depreciation &
amortisation expenses : 235.628 260.568
Profit before exceptional
items and tax : 377.321 169.643
Exceptional Item - Profit
on Sale of Investment : 54.800
Profit before Tax : 377.321 224.443
Tax Expenses :
- Current Tax : 77.500 47.000
- Deferred Tax : 61.226 (42.742)
- Add / (Less) : Excess provision
for Taxation in earlier years : (0.083) (0.179)
Profit after Tax : 238.678 220.364
Dividend on Equity Share Capital : 65.480 43.653
2. Dividend :
The Directors recommend a dividend of Rs. 1.50/- per Equity Share of Rs.
5/- each (i.e. 30%) for the year ended 31st March, 2013.
3. The Year in Retrospect :
On the backdrop of Iron Ore mining ban in the State of Karnataka,
Odisha and Goa, adversely affecting the supply as well as cost of iron
ore, the Company performed reasonably well during the year 2012-13. The
Company achieved Profit before Tax of Rs. 377.321 Million during 2012-13,
as compared to Rs. 224.443 Million in the previous year, representing a
growth of 68%. This was possible due to improvement in operational
efficiencies and cost reduction initiatives undertaken by the Company.
The members are aware of the Iron Ore mining ban imposed by the Hon''ble
Supreme Court vide its Order dated 29th July, 2011 and 5th August,
2011, in the State of Karnataka. As a result of the mining ban, the
iron ore production declined drastically in the State of Karnataka and
the Company was required to operate at a lower capacity.
The Hon''ble Supreme Court later allowed NMDC Limited (NMDC) to mine 1
Million Tons of Iron Ore per month and sell it to steel plants through
e-Auction. The Hon''ble Supreme Court also allowed selling 1.5 Million
Tons of Iron Ore per month through e-Auction from the then existing
stocks of 25 Million Tons in the State of Karnataka. However,
subsequently a cap of 30 Million Tons per annum was put on the total
production of Iron Ore from the State of Karnataka. The decision of
selling Iron Ore through e-Auction and limiting the mining quantity in
the State of Karnataka led to speculative prices, which in turn led to
closure or lower capacity utilisation of steel plants in the State of
Karnataka.
After closure of mines, the leases for Iron Ore mining had been
categorised by the Hon''ble Supreme Court appointed Central Empowered
Committee (CEC) as ''A'', ''B'' and C, based on the level of illegalities.
Category A Mines - It comprises of (a) working leases where there is no
illegality / marginal illegality have been found and (b) non-working
leases wherein no / marginal irregularities have been found. The number
of such leases comes to 21 & 24 respectively.
Category B Mines - It comprises of (a) mining leases where illegal
mining by the way of (i) mining pits outside the sanctioned lease areas
have been found to be upto 10% of the lease areas and / or (ii)
overburden / waste dumps outside the sanctioned lease areas have been
found to be upto 15% of the lease areas and (b) leases falling on
interstate boundary between Karnataka and Andhra Pradesh and for which
survey sketches have not been finalised. The number of such leases in
Category B comes to 72.
Category C Mines - It comprises of leases wherein (a) the illegal
mining by way of (i) mining pits outside the sanctioned lease area have
been found to be more than 10% of the lease area and / or (ii)
overburden / waste dumps outside the sanctioned lease areas have been
found to be more than 15% of the lease areas and / or (b) the leases
found to be involved in flagrant violation of the Forest Conservation
Act and / or found to be involved in illegal mining in other lease
areas. The number of such leases comes to 49.
On 3rd September 2012, the Hon''ble Supreme Court allowed mining in 18
Category A'' mines and on 18th April, 2013, permitted reopening of
remaining Category A'' mines (27 in number) and Category ''B'' mines (63
in number). Thus, 108 out of the 166 mines in Karnataka are allowed to
resume operations after compliance of stringent conditions laid down by
the Hon''ble Supreme Court, subject to cap of 30 Million Tons per annum,
on the total production of Iron Ore in the State of Karnataka. The
decision regarding remaining mines in Category ''B'' is pending and will
be taken in due course by the Hon''ble Supreme Court. However, the
Hon''ble Supreme Court cancelled 49 leases of Category C mines.
Although the Hon''ble Supreme Court took commendable steps in its
decisions for clampdown on the illegal mining, Category A'' and ''B''
mines may take even two years of time for implementing all the
''Reclamation and Rehabilitation (R & R)'' Plans and opening of all the
Category A'' and ''B'' mines.
In the given situation, the Company has no other option than to procure
iron ore by participating in e-Auction conducted by Monitoring
Committee. Due to short supply of iron ore, the prices of iron ore have
become speculative and almost doubled, putting pressure on the
operating margins of the Company.
4. Rolling Mill :
The Rolling Mill started its commercial production with effect from
28th March, 2013. The mill has capacity to roll 100,000 MTs of steel
per annum. This will reduce reliance on outside rolling as well as
achieve reduction in the rolling cost, inventory and the Company will
be able to cater the customer needs faster.
5. Cost Reduction Initiatives :
- 33m2 Circular Sinter Plant commissioned on 4th March, 2013. This will
enhance flexibility to use cheaper raw materials like iron ore fines
instead of lumpy ore.
- Completed installation of Stoves on MBF - I.
- Completed installation of Coal Injection System.
The Company expects to achieve substantial cost savings, by taking
these initiatives, thus improving margins.
6. Coke Oven along with DRI Plant :
Metallurgical Coke is one of the basic inputs of steel making process.
At present Coke is purchased from domestic and international markets
however, inconsistent quality and high prices continuously affect the
Steel Industry. To reduce the cost and improve quality of Coke, the
Company intends to set up Coke Oven along with DRI plant based on Coke
Oven gas and a Pellet Plant. Details of the Project are being worked
out.
7. Fixed Deposits :
As on 31st March, 2013, five Depositors having deposits aggregating to
Rs. 88,000/- did not collect the amounts due. However, as of 24th May
2013, three deposits aggregating to Rs. 65,000/- were transferred to
Investor Education and Protection Fund (IEPF) as per requirements of
law. Presently, the Company does not accept / renew the deposits.
8. Directors :
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr.B.B. Hattarki, Mr.S.S.
Vaidya and Mr.M.U. Takale Directors of the Company are retiring by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment.
These appointments form part of the Notice of the Annual General
Meeting and the Resolutions are recommended for your approval. Profiles
of these Directors, as required by the Corporate Governance Code
(Clause 49 of the Listing Agreement), are given in the report on
Corporate Governance.
9. Directors'''''' Responsibility Statement :
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that :
i) in the preparation of the financial statements for the year ended
31st March, 2013, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2013 and of the profit of the Company
for the year under review;
iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) the Directors had prepared the financial statements for the year
ended 31st March, 2013, on a ''going concern'' basis.
10. Auditors and Auditors'' Report :
M/s. P. G. Bhagwat, Chartered Accountants, Auditors of the Company,
hold office until the conclusion of the ensuing Annual General Meeting
and are eligible for re-appointment.
The Company has received letter from M/s. P. G. Bhagwat, Chartered
Accountants, to the effect that their appointment, if made, would be
within the prescribed limits under Section 224(1-B) of the Companies
Act, 1956 and that they are not disqualified for such appointment
within the meaning of Section 226 of the Companies Act, 1956.
The observations and comments given by the Auditors in their Report
read together with notes to accounts are self-explanatory and hence do
not call for any further comments under Section 217 of the Companies
Act, 1956.
11. Particulars of Employees :
As required under the provisions of Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 as amended, the names and other particulars of the employees are
set out in the Annexure to the Directors'' Report. However, in terms of
the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
Report and the Accounts is being sent to all Shareholders of the
Company excluding the aforesaid Annexure. Any Shareholder interested in
obtaining a copy of said Annexure may write to the Company Secretary at
the Registered Office of the Company.
12. Conservation of energy, technology absorption and foreign exchange
earnings & outgo :
The information required under the provisions of Section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the report of the Board of Directors) Rules, 1988 and
forming part of the Report is annexed hereto.
13. Quality and Safety :
The Company accords high priority to quality, safety, training,
development, health and environment. The Company endeavors to ensure
continuous compliance and improvements in this regard.
14. Employees :
The Board of Directors wishes to place on record its appreciation for
the exemplary dedication and contribution of the employees at all
levels, to ensure that the Company continues to grow and excel.
Your Directors would like to place on record their appreciation of the
co-operation received from the Central Government, Government of
Maharashtra, Government of Karnataka, Karnataka Industrial Area
Development Board, Financial Institutions and the Bankers.
The Directors express their special thanks to Mr.B.N. Kalyani, Chairman
of the Company, for his untiring efforts for the progress of the
Company.
for and on behalf of the Board of Directors
Place:Pune B.N. Kalyani
Date:24th May, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the Thirty-Ninth Annual
Report on the business and operations of the Company and the Audited
Financial Statements for the year ended 31st March, 2012.
1 Financial Highlights : (Rs in Million)
2011-12 2010-11
Sales, Gross : 11,715.871 14,187.255
Excise Duty : 2,013.128 2,076.978
Sales, Net : 9,702.743 12,110.277
Other Operating Revenue : 192.651 257.940
Revenue from Operations (Net) : 9,895.394 12,368.217
Other Income : 224.199 166.908
Total Revenue : 10,119.593 12,535.125
Total Expenditure : 9,387.332 11,351.332
Finance Cost : 302.050 203.306
Depreciation &
amortization expenses : 260.568 294.762
Profit before exceptional
items and tax : 169.643 685.725
Exceptional Item - Profit
on Sale of Investment : 54.800 -
Profit before Tax : 224.443 685.725
Provision for Taxation : 4.079 138.687
Profit after Tax : 220.364 547.038
Dividend on Equity Share
Capital : 43.653 87.306
2. Dividend :
The Directors recommend a dividend of Rs 1/- per Equity Share of Rs 5/-
each (i.e. 20%) for the year ended 31st March, 2012.
3. The Year in Retrospect :
The year 2011-12 was a very challenging year for the Company. In the
steel industry, cost is the main driver for competitiveness and the
majority of the cost of production is contributed by raw materials,
mainly iron ore and metallurgical coke. In order to ensure continuous
and assured supply of iron ore, the Company had entered into long-term
agreement with Mysore Minerals Limited (MML) for purchase of calibrated
iron ore. By virtue of this Agreement, the iron ore extracted from
Subbarayanhalli Iron Ore Mine (SIOM) of MML, was exclusively sold to
the Company, catering the requirements of iron ore of the Company.
During the month of July, 2011, due to illegal mining and increasing
environmental degradation in the State of Karnataka, the Hon'ble
Supreme Court of India, vide its order dated 29th July, 2011, suspended
the mining operations and transportation of iron ore in the Bellary
District, in an area ad-measuring approximately 10,868 hectares of
land, which accounts for 80% of Karnataka's iron ore production.
Accordingly, the operations and transportation of iron ore from SIOM
and other mines in the Bellary District was totally suspended.
As a result of mining ban, the iron ore production declined drastically
in the Karnataka State and the Company was required to operate at very
lower capacity. The Company along with other steel plants in the State
of Karnataka, made lot of representations to the Hon'ble Supreme Court
of India and related departments of Central and State Governments, for
providing relief against ban and to restore iron ore availability as
earlier.
Based on representations made, on 5 th August, 2011, the Hon'ble
Supreme Court allowed NMDC Limited (NMDC) to operate its two mines to
the extent of providing 1 (One) Million Tonne of iron ore per month and
auctioning of stocks of iron ore of 25 (Twenty Five) Million Tonne,
which were lying in the various mines and stockyards.
Since, NMDC was allowed to operate its two mines, the Company made
reasonable efforts to get allocation of iron ore from NMDC. However,
considering the long-term supply agreements of NMDC with its customers
and limited production of iron ore, the Company got allocation on adhoc
basis from NMDC.
Based on the suggestion of the Central Empowered Committee (CEC), the
Hon'ble Supreme Court of India vide its order dated 26th August, 2011
extended the operation of order dated 29th July, 2011 to the leases in
District Chitradurga and Tumkur, thereby consequently banning mining in
District Chitradurga and Tumkur also, which accounts for balance 20% of
Karnataka's iron ore production.
Thereafter the Hon'ble Supreme Court directed that the sale of iron ore
should continue only through e-auction under the supervision of the
Monitoring Committee set up by the Hon'ble Supreme Court. In the given
situation, the Company had no other option than to procure iron ore by
participating in e-auction conducted by Monitoring Committee. Due to
short supply of iron ore, the prices of iron ore became speculative and
almost doubled, putting pressure on the operating margins. Uncommon
increase in prices of the iron ore, has adversely impacted the volumes
and the margins of the Company.
4. Rolling Mill :
The Company's initiatives to increase rolling capacity by 100,000 MTs
of steel per annum, at Hospet, by setting up of an additional Rolling
Mill are in progress. The Company has incurred capex of Rs 481 Million
till year end and the mill would be operational by September, 2012.
This would facilitate reduction in cost, inventory and will cater to
customer needs faster.
5. Cost Reduction Initiatives :
The initiatives taken by the Company towards cost reduction by
installation of sinter plant, coal injection system and stoves on blast
furnaces, are underway as scheduled. These installations are expected
to be on stream by March, 2013, resulting in substantial cost savings,
thus improving margins.
6. Fixed Deposits :
As on 31st March, 2012, deposits aggregating Rs 448,000/- ( 45
depositors) remained unclaimed. Out of these deposits, one deposit
amounting to Rs 10,000/- was claimed and then repaid by the Company
during the month of April, 2012. Presently, the Company does not
accept / renew the deposits.
7. Directors :
Mr.Arun P. Pawar, who was appointed as an Additional Director on the
Board, with effect from 25th October, 2011, holds office till the
ensuing Annual General Meeting. Notice proposing appointment of Mr.Arun
P. Pawar as Director having been received, the matter is included in
the Notice for the ensuing Annual General Meeting.
Mr.C.G. Patankar, Executive Director completed his term on 31st March,
2012. He continues on the Board as Non-Executive Director.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr.Amit B. Kalyani, Mr.S.M.
Kheny and Mr.C.G. Patankar Directors of the Company are retiring by
rotation at the ensuing Annual General Meeting and being eligible, they
offer themselves for re-appointment.
These appointments form part of the Notice of the Annual General
Meeting and the Resolutions are recommended for your approval. Profiles
of these Directors, as required by the Corporate Governance Code
(Clause 49 of the Listing Agreement), are given in the report on
Corporate Governance.
8. Directors' Responsibility Statement :
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed that :
i) in the preparation of the financial statements for the year ended
31st March, 2012, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2012 and of the profit of the Company
for the year under review;
iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) the Directors had prepared the financial statements for the year
ended 31st March, 2012, on a 'going concern' basis.
9. Auditors :
M/s Dalal and Shah, Chartered Accountants, Mumbai (Firm Registration
No.102021W) are the present Statutory Auditors of the Company.
The Company has received a Special Notice from a member of the Company
signifying his intention to propose the name of M/s P.G. Bhagwat,
Chartered Accountants, Pune (Firm Registration No.101118W), as
Statutory Auditors of the Company.
M/s P.G. Bhagwat, Chartered Accountants, Pune, have expressed their
willingness to act as a Statutory Auditors of the Company.
You are requested to appoint of M/s P.G. Bhagwat, Chartered
Accountants, Pune, as Statutory Auditors of the Company to hold office
from the conclusion of this Annual General Meeting till the conclusion
of the next Annual General Meeting.
10. Particulars of Employees :
As required under the provisions of Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 as amended, the names and other particulars of the employees are
set out in the Annexure to the Directors' Report. However, in terms of
the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
Report and the Accounts is being sent to all Shareholders of the
Company excluding the aforesaid Annexure. Any Shareholder interested in
obtaining a copy of said Annexure may write to the Company Secretary at
the Registered Office of the Company.
11. Conservation of energy, technology absorption and foreign currency
exchange earnings & outgo :
The information required under the provisions of Section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the report of the Board of Directors) Rules, 1988 and
forming part of the Report is annexed hereto.
12. Quality and Safety :
Your Company accords high priority to quality, safety, training,
development, health and environment. The Company endeavors to ensure
continuous compliance and improvements in this regard.
13. Employees :
The Board of Directors wishes to place on record its appreciation for
the exemplary dedication and contribution of the employees at all
levels, to ensure that the Company continues to grow and excel.
Your Directors would like to place on record their appreciation of the
co-operation received from the Central Government, Government of
Maharashtra, Government of Karnataka, Karnataka Industrial Area
Development Board, Financial Institutions and the Bankers.
The Directors express their special thanks to Mr.B.N. Kalyani, Chairman
of the Company, for his untiring efforts for the progress of the
Company.
for and on behalf of the Board of Directors
Place : Pune B.N. Kalyani
Date : 26th May, 2012 Chairman
Mar 31, 2011
Dear Shareholders,
The Directors have pleasure in presenting their Thirty-Eighth Annual
Report on the business and operations of the Company and the
Audited Accounts for the year ended 31st March, 2011.
1. Financial Highlights :
(Rs in Million)
2010-11 2009-10
Sales and Income from Operations : 14,192.528 11,677.765
Excise Duty : 2,076.978 1,321.235
Net Sales and Income from Operations : 12,115.550 10,356.530
Power generated, captively consumed : 252.667 218.940
Other Income : 157.597 88.733
Total Income : 12,525.814 10,664.203
Total Expenditure : 11,364.280 9,587.983
Interest : 180.902 263.798
Depreciation & Write offs : 294.762 311.386
Profit for the year : 685.870 501.036
Provision for Taxation : 162.896 68.278
Net Profit / (Loss) : 522.974 432.758
Dividend on Equity Share Capital : 87.306 54.566
2. Dividend :
Your Directors recommend a dividend of Rs 2/- per Equity Share of Rs
5/- each (40%) for the year ended 31st March, 2011.
3. The Year in Retrospect :
During the year under consideration, the Company was able to increase
the operational levels and achieved gross sales of Rs14,187 Million
against Rs11,535 Million in the previous year, representing growth of
23%. This was achieved by selling more of value added products as
compared to previous year.
The Company was able to add new grades of steel into its product
profile, to growing passenger car segment. Company has successfully
developed free cutting steels (Leaded variants) for Export markets.
The change in the product mix and better realisation were primary
drivers of the 37% increase in PBT.
4. Rolling Mill :
In order to reduce reliance on outside rolling as well as to achieve
cost reduction, the Company has taken initiatives to increase rolling
capacity at Hospet by setting up of an additional Rolling Mill. The
estimated capex for the same is Rs 456 Million and the mill would roll
additional 100,000 MTs of steel per annum. The mill is expected to be
operational by year end. This would help in reducing the cost,
inventory and will cater to customer needs faster.
5. Cost Reduction Initiatives :
To reduce manufacturing cost and enhance flexibility to use alternate
raw materials like iron ore fines instead of lumpy ore, the Company has
decided to undertake installation of sinter plant, coal injection
system and stoves on blast furnaces. The total cost for these
installations is estimated at approx. Rs 3,400 Million, out of which
the Company's share will be Rs 1,418 Million. These installations are
expected to be on stream in next two years. These would enable the
Company to get substantial cost savings, thus improving margins.
6. Coke Oven Batteries Project and Power Plant :
Metallurgical Coke is one of the basic inputs of steel making process.
At present Coke is required to be imported from various countries. To
reduce the cost and uncertainty with regard to procurement of Coke, the
Company intends to set up Coke Oven Batteries Project having a capacity
to produce 240,000 MTs of Coke per annum.
The Company also intends to set up 12MW Power Plant by using flue gases
generated by Coke Oven Batteries. The power generated will be captively
used / exported to the grid.
The total cost for setting up Coke Oven Batteries Project and Power
Plant is estimated at approx. Rs 2,000 Million.
7. Fixed Deposits :
As on 31st March, 2011, deposits aggregating Rs101,000/- ( 10
depositors) remained unclaimed. Out of these deposits, one deposit
amounting to Rs 15,000/- was transferred to Investor Education and
Protection Fund during the month of April, 2011. Presently, the Company
does not accept / renew the deposits.
8. Directors :
The Board of Directors at its meeting held on 17th January, 2011, had
co-opted Mr.R.K. Goyal, on the Board of the Company as an Additional
Director and in the same meeting itself Mr.R.K. Goyal was appointed as
a Managing Director of the Company for the period of five years from
17th January, 2011 to 16th January, 2016.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr.B.N. Kalyani and Mr.M.U.
Takale, Directors of the Company are retiring by rotation at the
ensuing Annual General Meeting and being eligible, they offer
themselves for re-appointment.
These appointments form part of the Notice of the Annual General
Meeting and the Resolutions are recommended for your approval. Profiles
of these Directors, as required by the Corporate Governance Code
(Clause 49 of the Listing Agreement), are given in the report on
Corporate Governance.
9. Directors' Responsibility Statement :
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, your
Directors confirm that :
i) in the preparation of the accounts for the financial year ended 31st
March, 2011, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;
ii) accounting policies selected had been applied 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 of the Company for the year
under review;
iii) proper and sufficient care had been taken 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 and;
iv) the annual accounts had been prepared, on a going concern basis.
10. Auditors :
You are requested to re-appoint the Auditors of the Company for the
Current Year to hold office from the conclusion of the ensuing Annual
General Meeting until the conclusion of the next Annual General
Meeting.
11. Particulars of Employees :
As required under the provisions of Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 as amended, the names and other particulars of the employees are
set out in the Annexure to the Directors' Report. However, in terms
of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956,
the Report and the Accounts is being sent to all Shareholders of the
Company excluding the aforesaid Annexure. Any Shareholder interested
in obtaining a copy of said Annexure may write to the Company
Secretary at the Registered Office of the Company.
12. Conservation of energy, technology absorption and foreign currency
exchange earnings & outgo :
The information required under the provisions of Section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the report of the Board of Directors) Rules, 1988 and
forming part of the Report is annexed hereto.
13. Quality and Safety :
Your Company accords high priority to quality, safety, training,
development, health and environment. The Company endeavors to ensure
continuous compliance and improvements in this regard.
14. Employees :
The Board of Directors wishes to place on record its appreciation for
the exemplary dedication and contribution of the employees at all
levels, to ensure that the Company continues to grow and excel.
Your Directors would like to place on record their appreciation of the
co-operation received from the Central Government, Government of
Maharashtra, Government of Karnataka, Karnataka Industrial Area
Development Board, Financial Institutions and the Bankers.
The Directors express their special thanks to Mr.B.N. Kalyani, Chairman
of the Company, for his untiring efforts for the progress of the
Company.
for and on behalf of the Board of Directors
B.N. Kalyani
Chairman
Place : Pune
Date : 25th May, 2011
Mar 31, 2010
The Directors have pleasure in presenting their Thirty-Seventh Annual
Report on the business and operations of the Company
and the Audited Accounts for the year ended 31st March, 2010.
1. Financial Highlights :
(Rs. in Million)
2009-10 2008-09
Sales and Income from Operations 11,683.473 11,791.746
Excise Duty 1,321.235 2,039.404
Net Sales and Income from Operations 10,362.238 9,752.342
Power generated, captively consumed 218.940 175.840
Other Income 83.025 - 210.853
Total Income 10,664.203 10,139.035
Total Expenditure 9,587.983 9,520.053
Interest 263.798 284.369
Depreciation & Write offs 311.386 320.014
Profit for the year : 501.036 14.599
Provision for Taxation : 68.278 (18.458)
Net Profit / (Loss) : 432.758 33.057
Dividend on Equity Share Capital 54.566 Ã
2. Dividend:
Your Directors recommend a dividend of Rs.1.25/- per Equity Share of
Rs.5/- each (25%) for the year ended 31st March, 2010.
3. Scheme of Arrangement:
Your Directors are pleased to inform you that the Hon1>le High Court of
Judicature at Bombay by its Order dated 12th March, 2010 had approved
the Scheme of Arrangement between your Company, Chakrapani Investments
& Trades Limited (Chakrapani), Surajmukhi Investment & Finance Limited
(Surajmukhi), Gladiolla Investments Limited (Gladiolla) and Kalyani
Investment Company Limited (Kalyani Investment).
As a result of the said Order, the Investment Division of your
Company is transferred to and vested in Kalyani Investment and
Chakrapani, Surajmukhi and Gladiolla, wholly owned subsidiaries of your
Company are amalgamated with Kalyani Investment, with effect from 1st
October, 2009, the "Appointed Date". The Scheme became effective on
31st March, 2010, on filing of the respective Orders by all the
Companies with the Registrar of Companies, Pune (Maharashtra). On the
Scheme becoming effective, the paid up Equity Share Capital of your
Company is reduced to Rs.218,265,300/- divided into 43,653,060 Equity
Shares of Rs.5/- each.
Your Directors appreciate the support provided by you to the Scheme of
Arrangement.
4. The Year in Retrospect:
On the backdrop of disastrous 2008-09, which also had continued
negative impact on the first six months of the current year, your
Company performed reasonably well during the year 2009-10. Your Company
was able to increase the operational levels and sold 184,329 MTs of
Steel during the year 2009-10 as compared to 132,435 MTs in the year
2008-09, representing a growth of 39.18%.
Your Companys products were primarily targeted towards Heavy
Commercial Vehicle and Medium Commercial Vehicle Segments. In view to
diversify, the product mix, your Company had taken several initiatives
by adding new products which were used in passenger cars and two
wheeler industries. Various micro alloyed steel grade products
were also offered to the customers to replace high cost alloy steels.
Apart from this your Company developed products for use in railways and
defence sectors.
These initiatives taken by your Company in aiming newer market segments
and diversifying customer base would continue, ensuring consistent and
sustainable top line and bottom line growth over years to come.
5. Iron Ore and Coal Mines :
The Government of Karnataka has by its Notification, sanctioned grant
of Mining Lease for a period of 30 years in favour of your Company for
Iron Ore and Manganese Ore over an area of 179.70 hectares in
Kumaraswamy Range, Sandur Taluka, Bellary District. However some
companies have filed Special Leave Petition (SLP) before the Honble
Supreme Court and the above Notification is subject to the final
decision of the Honble Supreme Court in the SLP.
The Government of India, Ministry of Coal has also informed that your
Company is a part of consortium amongst others for joint allocation in
Behraband North Extension coking coal block. However, this allocation
is challenged by some companies by filing Writ Petition in the Honble
High Court of Madhya Pradesh and the Honble High Court of Delhi.
6. Fixed Deposits:
As on 31st March, 2010, deposits aggregating Rs.111,000/- (11
depositors) remained unclaimed.
7. Directors:
Mr.S.S. Hiremath, Director of the Company expired on 3rd July, 2009.
The Directors place on record their sincere appreciation of the
valuable contributions made by Mr.Hiremath during his long association
with the Company.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr.B.B. Hattarki and Mr.S.S.
Vaidya, Directors of the Company retire by rotation and being eligible,
they offer themselves for re-appointment.
These appointments form part of the Notice of the Annual General
Meeting and the Resolutions are recommended for your approval. Profiles
of these Directors, as required by the Corporate Governance Code
(Clause 49 of the Listing Agreement), are given in the report on
Corporate Governance.
8. Directors Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, your
Directors confirm that:
i) in the preparation of the accounts for the financial year ended 31st
March, 2010, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;
ii) accounting policies selected had been applied 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 of the Company for the year
under review;
iii) proper and sufficient care had been taken 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 and;
iv) the annual accounts had been prepared, on a going concern basis.
9. Auditors:
You are requested to re-appoint the Auditors of the Company for the
Current Year to hold office from the conclusion of the ensuing Annual
General Meeting until the conclusion of the next Annual General
Meeting.
10. Particulars of Employees :
As required under the provisions of Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 as amended, the names and other particulars of the employees are
set out in the Annexure to the Directors Report. However, in terms of
the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the
Report and the Accounts is being sent to all Shareholders of the
Company excluding the aforesaid Annexure. Any
Shareholder interested in obtaining a copy of said Annexure may write
to the Company Secretary at the Registered
Office of the Company.
11. Conservation of energy, technology absorption and foreign currency
exchange earnings & outgo :
The information required under the provisions of Section 217(l)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the report of the Board of Directors) Rules, 1988 and
forming part of the Report is annexed hereto.
12. Quality and Safety :
Your Company accords high priority to quality, safety, training,
development, health and environment. The Company endeavors to ensure
continuous compliance and improvements in this regard.
13. Employees:
The Board of Directors wishes to place on record its appreciation for
the exemplary dedication and contribution of the employees at all
levels, to ensure that the Company continues to grow and excel.
Your Directors would like to place on record their appreciation of the
co-operation received from the Central Government, Government of
Maharashtra, Government of Karnataka, Karnataka Industrial Area
Development Board, Financial Institutions and the Bankers.
for and on behalf of the Board of Directors
Place : Pune B.N. Kalyani
Date : 24th May, 2010 Chairman
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Stocks To Buy Today, Dec 16: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
India Stock Market Weekly Review: Nifty and Sensex Fall as Caution Spreads -
Stocks To Buy Today, Dec 15: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday
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Stocks To Buy Today, Dec 12: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Market Outlook 2026: Kotak Securities Sees Nifty 50 at 30,000; THESE 4 Sectors Lead Rally, Gold To Stay Strong -
Stocks To Buy Today, Dec 10: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
D-Street Bleeds For 2nd Day! Sensex Slumps 678 Pts; Nifty Cracks 25,800; Why Stock Market Is Falling Today? -
Stocks To Buy Today, Dec 9: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
Stocks To Buy Today, Dec 8: Top 4 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday -
Stock Market Alert! Major Pre-Open Session Change From Dec 8: Full Timings, Rules & All You Need To Know -
Bank Nifty Surges: RBI’s 25 bps Rate Cut Triggers Strong Upside in Major Banking Stocks -
Closing Bell: Sensex Ends 158 pts Higher, Nifty Climbs Above 26,000; Hero MotoCorp, HAL Up 2% Each -
Stocks To Buy Today, Dec 4: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday
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