DIRECTORS' REPORT Dear Shareholders, Your directors are pleased to present the 32nd Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2015. DIVIDEND In view of the loss incurred during the year the Board does not consider it expedient to recommend any dividend. As per the terms of the issue, during the financial year the Company has paid interim dividend on Redemption of 7, 36, 751 Redeemable Cumulative Preference Shares to ICICI Bank Ltd. and IL & FS Trust Company Ltd. STATE OF COMPANY'S AFFAIRS ? GROSS REVENUE AND EXPORTS: During the year your Company has incurred losses due to high interest cost, fall in sale prices of finished goods and under-utilisation of plants capacity due to various reasons. Large import from China, Russia, Japan etc. at lower prices also affecting our sales realisation. The Company achieved the Gross sales of Rs. 11,73,502 Lacs as compared to previous year's level of Rs. 10,60,043 Lacs. The Export Turnover of the Company during the year was Rs. 1,53,641 Lacs as compared to previous year's level of Rs. 1,90,096 Lacs. The export turnover during the FY 2014-15 is lower due to subdued demand in international market. With a firm commitment and through sustained efforts, your company continues to maintain good rapport with Global Customers. Our quality products and timely delivery have found wide acceptance in the highly competitive international market. Our products are being exported across the globe. ? EXPANSION PROJECT: Your company is under implementation of Captive Power Plant of 165 MW in Odisha. After implementation of this Project, BSL's Captive Power Plant capacity in Meramandali shall become 307 MW. Further, in aggregate the total Captive Power Plant capability at Sahibabad, Khapoli & Orissa shall rise to 355 MW. The facility is expected to be complete by 1st April 2016. In addition to the above, the company shall also be completing the Coal Washery & Raw Material Handling System, Downstream Facilities, Boilers, Coke Dry Quenching & HSM Extension and Reheating Furnace. The facilities are expected to be complete in FY 2016 & FY 2017. Your company is implementing/installing various additional equipments to stabilize operation of their Meramandali plant by optimizing logistics, energy conservation and meeting environmental guidelines, infrastructure facilities etc. FINANCE: The Company has raised corporate loan of Rs. 4,16,300 Lacs out of total sanctioned corporate loan of Rs. 4,30,000 Lacs. Further the Company has raised rupee term loan of Rs. 2,43,900 Lacs out of Rs. 2,70,000 Lacs for Additional, Modifications and Replacement (AMR) Scheme Project at Orissa. The Working Capital facilities for Sahibabad, Khopoli and Orissa Plants have been appraised by PNB, the lead Bank, for Rs. 1228000 Lacs (Fund Base limit of Rs. 5,65,100 Lacs and Non Fund Based limit of Rs. 6,62,900 Lacs) for the Financial year 2014-15. ? LONG TERM VIABILITY PLAN Lenders through the various meeting (Steering Committee and Joint Lenders' Forum) have approved Long Term Viability and agreed to structure the debt in accordance with extant guidelines of RBI. Rupee term loans are structured into loan with 25 year tenor as per the recent scheme of RBI on debt flexible structuring. Lenders are in the process of obtaining sanctions for the implementation of the Long Term Viability plan from their respective boards. The proposed long term viability plan has also been approved in meeting of Independent Evaluation Committee (IEC). Accordingly the company's long term borrowings maturity period has been classified as per the above scheme. ? CREDIT RATING: The Long Term rating of your company is Care BB (Double BB) by Credit Analysis & Research Ltd as per the provisions of BASEL II guidelines of RBI. The Short Term rating of your company is Care A4 by Credit Analysis & Research Ltd as per the provisions of BASEL II guidelines of RBI. ISSUE AND REDEMPTION OF PREFERENCE SHARES The Company has made allotment of 63,00,000 12% Redeemable Cumulative Preference Shares of Rs. 100 each and redeemed 6,58,801 10% Redeemable Cumulative Preference shares of Rs. 100 each in the month of June 2015 as per the terms of the Issue out of the proceeds of the fresh issue of shares. DIRECTORS AND KEY MANAGERIAL PERSONNEL Changes in the composition of the Board of Directors and other Key Managerial Personnel Mr. Ashwani Kumar, Mr. Sahil Goyal, Mr. Pradeep Patni, Mr. Sushant Jain, Mr. Rakesh Singhal, Mr. Pankaj Sharma and Mr. Kapil Vaish were appointed as additional independent directors of the Company. Mr. Mohan Lal, Mr. V. K. Mehrotra and Mr. Sushant Jain ceased to be directors of the Company during the year. The Board placed on record its appreciation of the valuable contribution and guidance provided by them. Mr. A. K. Deb and Mr. S. R. Sharma have been nominated by State Bank of India and Punjab National Bank respectively on the Board of the Company during the year. Later on Punjab National Bank vide letter dated June 10, 2015 has withdrawn Mr. S. R. Sharma as their Nominee Director and recommended Dr. Rajesh Yaduvanshi, Field General Manager Delhi Zone as their Nominee Director who was inducted on the Board of the Company in its meeting held on 14.08.2015. Currently the Board of Directors of the Company consists of 16 directors, out of which Eight are Independent directors, Three are Nominee directors, Four are Executive directors and One is Non-executive Chairman. Due to the loss incurred during the year, the Company has applied to the Central Government for the approval of managerial remuneration. The approval from Central Government is still awaited. Independent Directors' Declarations All Independent directors have given declarations that they meet the criteria of independence as laid down under section 149 of the Companies Act, 2013 which has been relied on by the Company and placed at the Board meeting. Retirement by rotation In terms of Section 152 of the Companies Act, 2013 Mr. Nittin Johari and Mr. Rahul Sen Gupta, Directors would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Mr. Nittin Johari and Mr. Rahul Sen Gupta, Directors of the Company have offered themselves for the reappointment. Further as per the requirement of Companies Act, 2013 and Listing Agreement, the following policies of the Company are attached herewith marked as Annexure 'A' and Annexure 'B'. a) Policy for selection of Directors and determining Directors independence; and b) Remuneration Policy for Directors, Key Managerial Personnel and other employees. CORPORATE SOCIAL RESPONSIBILITY (CSR) During the year under review, the Board constituted a CSR Committee consisting of three Directors, of which one is Independent Director. The CSR Committee at its meeting held on November 14, 2014, recommended to the Board the CSR policy formulated by it, following which the policy document was approved by the Board. The composition, terms of reference etc. of the CSR Committee are laid out in the Corporate Governance Report which forms part of this Annual Report. Further, the CSR policy of the Company has been uploaded on the Company's website www.bhushansteel.com In pursuance of the provisions of the Companies Act, 2013 and CSR Policy of the Company it is required to spend two percent of the average net profits of the Company for the three immediately preceding financial years. The average net profits for three financial years were Rs. 891.52 Cr. and the Company was required to spent 2% i.e. Rs. 17.83 Cr. on CSR activities. However the Company has incurred losses amounting to Rs. 1253.83 Cr. during the financial year 2014-15. And it is facing uphill task in meeting its financial Obligations. Hence the Company is unable to spend any funds on CSR Activities for the time being. The Company will incur the sum on CSR activities as soon as financial position ofthe Company improved. RESPONSIBILITY STATEMENT The Responsibility Statement of the Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company, is reproduced below: 'The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and policy of the Company.' 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 Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report and presented in a separate section as Annexure 'C'. The requisite certificate from the Auditors of the Company confirming compliances with the conditions of corporate governance is part of the report on Corporate Governance. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section as Annexure 'D' forming part of the Report. CONSOLIDATED FINANCIAL STATEMENT In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS -23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting oflnterests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Consolidated Financial Statements presented by the Company include financial results of all its subsidiaries, joint ventures and associates. The Audited Financial Statements of the Subsidiary Companies have been reviewed by the Audit Committee and the Board. The Board of Directors at its Meeting held on November 14, 2014 has formulated a policy for determining material subsidiaries pursuant to the provisions of the Listing Agreement with the stock exchanges. The same is displayed on the website of the Company- www.bhushansteel.com No Company has become Joint venture during the financial year 2014-15. A report on the performance and the financial position of the Subsidiaries, Associates and Joint venture as per form AOC-1 are presented in the consolidated financial statement and hence not repeated here for the sake of brevity. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES The Company undertake various transactions with related parties in the ordinary course of business. The Company has a Board approved policy on Related Party Transactions, which has been disclosed on the website of the Company and can be viewed at www.bhushansteel.com All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 ("the Act) and Listing agreement and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form A0C-2 is not required. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under Clause 49 of the Listing Agreement. All related Party Transactions are placed before the Audit Committee for approval. Prior Omnibus approval of the Audit Committee is obtained for the transactions which are of forseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted alongwith a statement giving details of all related party transactions is placed before the Audit Committee. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THR REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS OF THE COMPANY There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company. CBI had registered an FIR on 01.08.2014 against Mr. Neeraj Singal, Vice Chairman and Managing Directors of the Company and others. Mr. Neeraj Singal, was granted bail vide order date 27.09.2014. The matter is currently pending before court and the prosecution agency had not field the charge-sheet till date. However this case is not going to impact the going concern status of the Company. RISK MANAGEMENT Bhushan Steel follows well-established and detailed risk assessment and minimisation procedures, which are periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization's objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. The Senior Management assists the Board in its oversight of the Company's management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework. INTERNAL FINANCIAL CONTROLS The Board has laid down Internal Financial Controls within the meaning of the explanation to Section 134 (5) (e) of the Companies Act, 2013. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15. DIRECTORS' RESPONSIBILITY STATEMENT As required by Section 134(3)(C) of the Company Act 2013, your Directors state that: a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the loss of the Company for the year ended 31 March, 2015 on that date; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a 'going concern' basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) 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. VIGIL MECHANISM/ WHISTLE BLOWER POLICY The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Vigil Mechanism/ Whistle Blower Policy is displayed at Company's website-www.bushansteel.com BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the working of various committees. The Independent directors also carried out the evaluation of the Chairman and the non-independent directors, the details of which are covered in the Corporate Governance Report. ? Criteria for evaluation of Directors - For the purpose of proper evaluation, the Directors of the Company have been divided into 3 (three) categories i.e. Independent, Non-independent and nonexecutive and executive directors. The criteria for evaluation includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, result, achievements, understanding and awareness etc. AUDITORS AND AUDITORS' REPORT Statutory Auditors M/s Mehra Goel & Co., Chartered Accountants and M/s. Mehrotra & Mehrotra , Chartered Accountants, Joint Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report contain one qualification/ reservation etc. Cost Auditors The Board has appointed M/s Kabra & Associates as cost auditors for conducting the audit of cost records of the Company for the financial year 2014-15. Secretarial Audit The Board has appointed R. S. Bhatia, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial 4 Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure 'E' to this Report. The remarks in the Secretarial Audit Report are self explanatory and do not call for any further comments. DISCLOSURES: • CSR Committee • The CSR Committee comprises Mr. B. B. Singal (Chairman), Mr. B. B. Tandon, and Mr. Nittin Johari as other members. • Audit Committee The Audit Committee comprises Mr. B. B. Tandon (Chairman), Mr. B. B. Singal, Mr. M. V. Suryanarayana and Mr. Ashwani Kumar as other members. NUMBER OF MEETINGS OF THE BOARD Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance presented as Annexure 'C' to this Report. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED Particulars of loans given, investments made guarantee given and securities provided, if any are given in the financial statement. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action. The Company has not received any complaint of sexual harassment during the financial year 2014-15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under sub-section 3(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules 2014 are provided in Annexure 'F' to this Report. EXTRACT OF ANNUAL RETURN Extract of Annual Return of the Company is annexed herewith as Annexure 'G' to this Report. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES In terms of the provisions of Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing disclosures pertaining to remuneration and also the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annexure 'H' to this Report. ACKNOWLEDGEMENT Your Directors would like to express their gratitude & appreciation for the valuable guidance & support received from Government of India, Government of Australia, various State Governments particularly including States of Orissa, Maharashtra & Uttar Pradesh; Banks and the financial Institutions; various stakeholders such as Shareholders, Debenture-holders, Customers, Dealers, Suppliers and all the business associates among others. Your Directors also wish to place on record their deep sense of appreciation & gratitude to all Company's employees for their continuous commitment & enormous personal efforts as well as their collective contribution towards the growth of the Company. The Directors look forward to their continued support in future. for and on behalf of the Board of Directors, (B. B. SINGAL) CHAIRMAN Dated : 14th August, 2015 Place : New Delhi |