TO THE SHAREHOLDERS
Dear Shareholders
The Board of Directors are pleased to present the 42nd
(Forty Second) Annual Report on the business and operations of your Company together with
the Company's Audited Financial Statements (Standalone and Consolidated) for the financial
year ended 31st March, 2023.
Financial Results
Particulars |
Standalone |
Consolidated |
|
Financial Year 2022-23 |
Financial Year 2021-22 |
Financial Year 2022-23 |
Financial Year 2021-22 |
Revenue from Operations |
1128.42 |
1296.43 |
1128.42 |
1296.43 |
Profit before interest, depreciation & taxation |
180.14 |
240.32 |
179.76 |
240.32 |
Finance Cost |
9.77 |
12.16 |
9.77 |
12.16 |
Depreciation |
22.92 |
21.59 |
27.38 |
21.59 |
Profit before taxation |
147.45 |
206.58 |
142.61 |
206.58 |
- Current Tax |
37.50 |
51.80 |
37.50 |
51.80 |
- Deferred Tax |
(0.31) |
(1.00) |
(0.31) |
(1.00) |
- Prior year I. Tax adjustments |
1.06 |
(0.93) |
1.06 |
(0.93) |
Profit after taxation |
109.20 |
156.71 |
104.36 |
156.71 |
Share of Profit/(Loss) from Associates |
- |
- |
0.62 |
1.01 |
Balance brought forward |
598.84 |
442.13 |
602.39 |
444.67 |
Profit available for appropriation |
708.04 |
598.84 |
707.37 |
602.39 |
Appropriation |
|
|
|
|
Dividend-Equity Shares |
1.90 |
1.90 |
1.90 |
1.90 |
Dividend Tax |
|
|
|
|
Re-measurement of net defined benefit plan(net of tax) |
(0.05) |
(0.34) |
(0.05) |
(0.34) |
Balance carried forward |
706.09 |
597.28 |
705.42 |
600.82 |
Financial Results highlights
- Revenue from Operations for the financial year 2022-2023 was Rs.
1128.42 crores which was 12.96 % lower than the revenue of Rs. 1296.43 Crores in financial
year 2021-22.
- EBIDTA (including other income ) for the financial year 2022- 2023
was Rs.180.14 crores as against Rs. 240.32 crores in the corresponding period of the
previous year, representing a decline of 25%.
- Net profit for the financial year 2022-2023 was Rs.109.20 crores
which was 30.47 % higher than the net profit of Rs. 156.71 crores in the corresponding
period of the previous year.
- EPS of the Company for the year ended 31st March 2023
stood at Rs. 57.23 as compared to Rs. 82.35 in its previous year.
During the year under review, your company's turnover declined nearly
13 % comparing with the previous year due to downward fluctuations in the prices of steel,
disruption in supply chain management etc. The Company during FY 2022-23 strongly backed
by its manufacturing strength including job work and strong pan India base network managed
to made a stable growth. The Company also witnessed a decrease in terms of volume of
production from 6,12,939 Metric tons to 5,65,535 Metric tons. Due to decrease in
manufacturing sales and trading sales and simultaneously decrease in conversion activities
during the year, the revenue from operations is decreased by 13% from Rs. 1,296.43 crores
in previous year to Rs. 1,128.42 crores during the present financial year 2022-23.
Economic environment during the year continues to remain stable after
turmoil in 2021-22 for Covid-19 pandemic. However, we as an organization remain vigilant
to the ground developments with confidence and optimism to manage emerging scenarios.
The Company is committed to its vision to emerge as an efficient
producer of steel products in the secondary market with customized solutions in hot rolled
sections, TMT bars and cold drawn sections. The Company is also strengthening its B2C (TMT
Bars) segment through aggressive spending on advertisement and brand building. The Company
is also focused on increasing capacity utilization of all units, improving product-mix,
reducing operating costs, launching new products and improving operational efficiency with
technology upgradation.
Dividend
Your Directors are pleased to recommend a dividend of 10 % (Re. 1/- )
per equity share of Rs. 10/- each ( Previous year Rs. 1/- ) for the Financial Year ended
31st March, 2023 subject to approval of the shareholders at the ensuing Annual
General Meeting. The total outgo on account of dividend will be aggregating to Rs. 190.72
Lakhs.
The dividend recommended is in accordance with the Company's Dividend
Distribution Policy.
Pursuant to the Finance Act, 2020, dividend income is taxable in the
hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at
source from dividend paid to the Members at prescribed rates as per the Income Tax Act,
1961.
Dividend Distribution Policy
Pursuant to Regulation 43A and recent amendments to SEBI (LODR)
Regulations, 2015 and on the basis of market capitalisation, your Company has formulated a
"Dividend Distribution Policy". The said policy is available on the Company's
website URL: https://www.beekaysteel.com/wp-content/uploads/
2021/08/DividendDistributionPolicy.pdf
Expansion Move
The manufacturing unit named MIL (Maheshwary Ispat Limited) located at
Rampai, Khuntuni, Athgarh, Cuttack, Odisha acquired by the Company during previous year
through public auction carried out by State Bank of India (SBI), Stressed Assets
Management Branch, Kolkata under SARFESI Act is under renovation and operation in the
manufacturing unit shall be started soon.
Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 (6) of the Companies Act,
2013, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (including amendments thereof) read with circulars and notifications
issued there under, all the shares in respect of which dividend has not been paid or
claimed for 7 consecutive years or more shall be transferred by the Company in the name of
Investor Education and Protection Fund (IEPF).
The unpaid and unclaimed dividend amount lying in the Unpaid Dividend
Account becomes due to be transferred to Investor Education & Protection Fund
("IEPF") after a period of 7 (seven) years. Your Directors therefore suggest you
to claim the unpaid dividend before the last date.
In accordance with the aforesaid provisions, the Company is to transfer
equity shares to Investor Education Protection Fund (IEPF) as per the Companies Act,2013,
those who have not claimed dividend for a period of 7 years with effect from the F.Y.
2015-16, as per the IEPF Rules notified by the Central Govt. from time to time.
Any shareholder whose shares are transferred to IEPF can claim the
shares, as per the IEPF rules made there under, by making an online application in Form
IEPF-5 (available on www.iepf.gov.in) along with the fees prescribed to the IEPF authority
with a copy to the Company.
Reminders had been sent to the Shareholders who have not claimed their
dividends and whose shares are due to be transferred to IEPF in accordance with provisions
of Companies Act, 2013 and IEPF Rules made there under.
Share Capital
The paid up equity share capital as on March 31, 2023 stood at Rs
19,09,09,270/- ( including Rs. 1,88,750/- stands in respect of forfeited shares )
comprising of 1,90,72,052 shares of Rs. 10/- each fully paid shares.
Your Company has not issued any kind of shares & securities during
the financial year 2022-23.
Finance
Cash and cash equivalents as at March 31, 2023 stands Rs. 106.67 Lakhs
(Previous year Rs. 407.09 Lakhs). The company continues to focus on judicious management
of its working capital, receivables, inventories and other working capital parameters were
kept under strict check through continuous monitoring.
Deposits
Your Company has not accepted any deposits during the year, no deposits
remained unpaid or unclaimed as at the end of the year and there was no default in
repayment of deposits or payment of interest thereon during the year within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014
Transfer to Reserve
The Company has decided to retain the entire amount of profit for
financial year 2022-23 in the statement of profit and loss account.
The closing balance of the retained earnings of the Company for FY
2022-23, after all appropriation and adjustments was Rs. 703.83 crores.
Particulars of Loans, Guarantees or Investments
The Company has not given any loans or guarantees during the year. The
Company has made investment about Rs. 16.50 Crores in Optionally Convertible Debentures of
its WOS (wholly Owned Subsidiary) during the year under review. The overall limit is
within the powers of the Board as applicable to the Company in terms of the applicable
provisions of the Companies Act, 2013.
The particulars of loans, guarantees and investments have been
disclosed in the notes of the Financial Statements for the year ended 31st
March, 2023 and form a part of this Annual Report.
Internal Financial Controls
The Company has in place an adequate and robust system for internal
financial controls commensurate with the size and nature of its business. Internal control
systems are integral to the Company's corporate governance policy and no reportable
material weakness was observed in operations.
The internal control systems and procedures are designed to assist in
the identification and management of risks, the procedure- led verification of all
compliance as well as an enhanced control consciousness.
The Audit Committee of the Company evaluated the adequacy of internal
financial control. During the year such controls were tested with reference to financial
statements and no reportable material weakness in the formulation or operations were
observed. The Statutory Auditors of the Company conducted audit on the Company's internal
financial control over financial reporting and the report of the same is annexed with
Auditor's Report.
Corporate Social Responsibilities (CSR)
Your Company has focused on several corporate social responsibility
programs since a long period of time and continues its endeavor to improve the lives of
people and provide opportunities for their development through its different initiatives
in the areas of Rural Transformation, Health care, Education, Sports etc. Your Company is
also supporting assistance and relief to the needy in this Covid-19 pandemic. Vaccination
drive has been initiated by the Company for the employees, relatives, near and dear ones.
The Company has a Corporate Social Responsibility Committee comprising
of three directors, the details of which are mentioned in the corporate governance Report
which form part of this Report.
During the financial year 2022-2023, the Company's total CSR obligation
amounted to Rs. 2,70,90,063. However, the actual CSR expenditure incurred by the Company
during this period was Rs. 1,41,36,063, which includes administrative expenses of Rs.
2,75,052. The Company has identified on-going projects for the purpose of utilising the
unspent CSR amount of Rs 1,29,54,000. Hence, the Company transferred the remaining unspent
amount of Rs. 1,29,54,000 to the Unspent CSR account opened with Scheduled Bank to be
spent for on - going projects earmarked by the Company.
In compliance with section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules 2014, the disclosures with
respect to CSR Committee and expenditure made by the Company forms part of this Report and
marked as "Annexure "A". The Committee met 4 (four) times during the
year to discharge its responsibilities. The CSR Policy may be accessed on the Company's
website at the web link: https:// www.beekaysteel.com/wp-content/uploads/2021/10/CSR-
POLICY-BEEKAY-STEEL.pdf
Number of Meetings of the Board
The Board of Directors met 4 (Four) times during the year and the
maximum interval between two meetings did not exceed 120 days. The intervening gap between
the meetings was within the period prescribed under the Act and the SEBI Listing
Regulations. The details of the number of meetings of the Board of Directors including
meetings of the Committees of the Board ( Audit Committee, Nomination & Remuneration
Committee, Stakeholders Relationship Committee, CSR Committee, Risk Management Committee
& Management Functional Committee and Share Transfer Committee ) held during the
financial year 2022-23 also form part of the Corporate Governance Report.
Director's Responsibility Statement
As required by Sections 134(3) (c) & 134 (5) of the Companies Act,
2013 your Directors state that:
(a) In the preparation of the annual accounts for the year ended 31st
March, 2023, the applicable accounting standards have been followed with proper
explanation relating to material departures, if any;
(b) The accounting policies adopted in the preparation of the annual
accounts have been applied consistently except as otherwise stated in the Notes to
Financial Statements and reasonable and prudent judgments and estimates have been made so
as to give a true and fair view of the state of affairs of the Company at the end of the
Financial Year 2022-23 and of the profit for the year ended 31st March, 2023;
(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
for safe guarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) The annual accounts for the year ended 31st March, 2023,
have been prepared on a going concern basis.
(e) That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
(f) That systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
Declaration by Independent Directors
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed both under the Companies Act, 2013 and Securities and Exchange Board of India (
Listing Obligations & Disclosure Requirements) Regulations, 2015 hereinafter ('SEBI
LODR Regulation'). Mr. Bhal Chandra Khaitan, Mr. Ravishankar Sridharan, Mr. Srikumar
Banerjee, Mrs. Shyanthi Dasgupta, Mr. Bharat Kumar Nadhani and Mr. Pranab Kumar
Chakrabarty are Independent Directors on the Board of the Company.
Company's Policy on Director's Appointment and Remuneration
Pursuant to provisions of Section 178 of the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015 the Board of Directors of the Company, based on the
recommendation of the Nomination and Remuneration Committee, has formulated a Remuneration
Policy.
The remuneration policy of the Company, inter alia, includes the aims
and objectives, principles of remuneration, guidelines for remuneration/ sitting fees to
Executive Directors and Non- Executive Directors, fixed and variable components in the
remuneration package, criteria for identification of the Board Members and appointment of
senior management.
The criteria for identification of the Board Members including that for
determining qualification, positive attributes, independence etc. are summarily given
hereunder:
- The Board Member shall possess appropriate skills, qualification,
characteristics and experience. The objective is to have a Board with diverse background
and experience in business, government, academics, technology, human resources, social
responsibilities, finance, law etc. and in such other areas as may be considered relevant
or desirable to conduct the Company's business in a holistic manner.
- Independent Director shall be person of integrity and possess
expertise and experience and/or someone who the Committee/Board believes could contribute
to the growth/ philosophy/strategy of the Company.
- In evaluating the suitability of individual Board Members, the
Committee takes into account many factors, including general understanding of the
Company's business dynamics, global business, social perspective, educational and
professional background and personal achievements.
- Director should possess high level of personal and professional
ethics, integrity and values. He should be able to balance the legitimate interest and
concerns of all the Company's stakeholders in arriving at decisions, rather than advancing
the interests of a particular section.
- Director must be willing to devote sufficient time and energy in
carrying out their duties and responsibilities effectively. He must have the aptitude to
critically evaluate management's working as part of a team in an environment of
collegiality and trust.
- The Committee evaluates each individual with the objective of having
a group that best enables the success of the Company's business and achieves its
objectives.
The Company's policy on appointment and remuneration of directors are
available on the website of the Company at www. beekavsteel.com
Credit Rating
There were no changes in the credit ratings of the Company. During the
year under review, the long term credit rating of the Company is affirmed/assigned as
"IND A" with "Stable " outlook by India Rating and Research (Ind -Ra),
a wing of international rating agency FITCH Group.
Related Party Transactions
In compliance with the provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, prior approval of the
Audit Committee is obtained for each transaction as proposed to be entered into by the
Company with its related parties. A prior omnibus approval of the Audit Committee is
obtained on a yearly basis for the transactions which are at arms length basis, foreseen
and repetitive in nature. The transactions which are not on arms length are simultaneously
approved by Audit Committee and Board. All the related party transactions are reviewed by
Audit Committee on quarterly basis. The necessary disclosures regarding the transactions
are given in the notes to accounts.
There was no materially significant related party transactions with the
Company's Promoters, Directors and others as defined in section 2(76) of the Companies
Act, 2013 and the SEBI (LODR) Regulations, 2015 which may have potential conflict of
interest with the Company at large and no disclosure in Form AOC-2 is required to be
given.
The Company has also formulated a policy on dealing with the related
party transactions and necessary approval of the Audit Committee and Board of Directors
were taken wherever required in accordance with the aforesaid policy.The policy on related
party transactions as approved by the Board is available on the Company's website at
www.beekaysteel.com.
Pursuant to Regulation 34 (3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, disclosure of transactions of
the Company with its Promoters and Promoter Group, holding more than 10% (Ten percent) of
Equity Shares in the Company are provided herein below: -
Name of Person/Entity in the Promoter Group |
Nature of Transaction |
(Rs. in Lakhs) |
Suresh Chand Bansal |
Managerial remuneration |
407.00 |
Radice Steels & Alloys Limited (Amalgamated with
Transferee Company - Century Vision Pvt. Ltd.) |
NIL |
NIL |
Risk management
Considering the multitude of risks faced by listed entities, risk
management has emerged as a very important function of the Board of Directors. The
Covid-19 pandemic has also reinforced the need for a robust risk management framework for
a Company. In view of the above facts, SEBI, pursuant to the amended provisions of
Regulation 21 of the SEBI (LODR) Regulations, 2015, has made it mandatory for top 1000
listed Companies, based on market capitalization, to form / constitute a "Risk
Management Committee" ("the RMC") and the said RMC has to formulate
"Risk Management Policy" of the Company. Although the Company is not falling
under top 1000 listed Companies during the year under review but the Company suo-moto
adopts the risk management policy through its committee to minimize adverse impact on the
business objectives and enhance the Company's competitive advantage. The Policy also
defines the risk management approach across the enterprise at various levels. Risk
Management forms an integral part of the Company's planning process. The constitution
details, roles and functions of the RMC are highlighted in the Corporate Governance
Report. The Company's policy on Risk Management are available on the website of the
Company at the weblink:https:// www.beekaysteel.com/wp-content/uploads/2021/08/Risk
Management Policy -Beekay Steel.pdf
Board evaluation & criteria for evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR
Regulations, 2015, the Board carried out an annual performance evaluation of its own
performance, the individual Directors as well as the working of the Committees of the
Board. The evaluation process inter alia considers attendance of Directors at Board and
committee meetings, acquaintance with business, compliance with code of conduct, vision
and strategy, which is in compliance with applicable laws, regulations and guidelines.
The performance evaluation of the Independent Directors was carried out
by the entire Board. The performance evaluation of the Chairman and the Non- Independent
Directors was carried out by Independent Directors.
The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its Committees with the Company. Details
of the same are given in the Report on Corporate Governance annexed hereto. Details of the
same are given in the Report on Corporate Governance annexed hereto.
Directors and Key Managerial Personnel
(i) Directors - Retirement by Rotation:
In accordance with the provisions of Section 152(6) and other
applicable provisions of the Companies Act, 2013 and the Articles of Association of the
Company, Mr. Vikas Bansal, (DIN : 00103065), & Mr. Gautam Bansal, (DIN : 00102957),
Directors of the Company would retire by rotation from the Board and being eligible,
offers themselves for re- appointment. The above appointments are subject to the approval
of the shareholders in the ensuing Annual General Meeting of the Company.
The Disclosures as required for re-appointed Directors are disclosed in
the Notice
(ii) Appointment/ Re-appointment of Directors/ Executive Directors:
DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP)
Cessation
During the year under review, Mr. Anil Kumar Saboo (DIN: 00621325),
Non-Executive Independent Director of the Company expired on December19, 2022.
While his passing away has left a huge void among us, he leaves behind
an unparalleled foundation for all of us to build upon. The Board places on record its
whole-hearted appreciation of the invaluable contribution made by him in the Company.
Re-appointment
The present terms of appointment of Mr. Suresh Chand Bansal as
Executive Chairman and Mr. Vikas Bansal as Executive Director are expiring on 30th
September 2023. Based on the recommendation of the Nomination & Remuneration Committee
(NRC) and pursuant to the performance evaluation and their extensive involvement in the
business and affairs of the Company, the Board of Directors at its meeting held on 11th
August, 2023 has re-appointed Mr. Suresh Chand Bansal as Executive Chairman for a period
of 5 (Five) years and Mr. Vikas Bansal as Executive Director for a period of 5 (Five)
years with effect from 1st October 2023 pursuant to the provisions of Sections
196, 197 and 198 read with Schedule V and all other applicable provisions of the Companies
Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations, 2015 (including any statutory modification(s) or re-enactment
thereof, for the time being in force) subject to the approval of members by special
resolution in the ensuing Annual General Meeting ("AGM") of the Company.
The present terms of appointment of Mr. Manav Bansal as Wholetime
Director is expiring on 31st March, 2024. Based on the recommendation of the
Nomination & Remuneration Committee (NRC) and pursuant to the performance evaluation
and extensive involvement in the business and affairs of the Company, the Board of
Directors at its meeting held on 11th August, 2023 has re-appointed Mr. Manav
Bansal as Wholetime Director for a period of 5 (Five) years and with effect from 1st
October 2023 pursuant to the provisions of Sections 196, 197 and 198 read with Schedule V
and all other applicable provisions of the Companies Act, 2013, the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (including any
statutory modification(s) or re-enactment thereof, for the time being in force) subject to
the approval of members by special resolution in the ensuing Annual General Meeting
("AGM") of the Company.
Pursuant to the provisions of sections 149, 152 and other applicable
provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of
Director) Rules, 2014 Mr. Pranab Kumar Chakrabarty (DIN: 07924042) has been recommended by
the NRC and then appointed as an Additional Director (Independent) by the Board of
Directors at their meeting held on 13th February, 2023. The Board recommended
his appointment as Independent Director subject to the approval by the Members of the
Company at the ensuing AGM to fill the casual vacancy caused in the Board by the demise of
Mr. Anil Kumar Saboo.
The profile and particulars of experience, attributes and skills of the
appointed/re-appointed Directors are disclosed in the Notice.
(iii) Wholetime Key Managerial Personnel (KMP):
During the year under review, there has been no change in the Key
Managerial Personnel of the Company. Pursuant to the provisions of Section 203 of the
Companies Act, 2013 Mr. Mukesh Chand Bansal, Executive Director, Mr. Manav Bansal,
Wholetime Director & CFO, and Mr. Rabindra Kumar Sahoo, Company Secretary and
Compliance Officer are continuing to be the Key Managerial Personnel of the Company.
None of the Directors of the Company are disqualified as per section
164(2) of the Companies Act, 2013 and rules made there under. The Directors have also made
necessary disclosures to the extent as required under the provisions of section 184(1) as
applicable.
Details of significant and material orders passed by the regulators,
courts and tribunals impacting the going concern status and company's operations in future
There have been no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company's
operations in future.
Changes in the nature of business, if any
There has been no change in the nature of business of the Company.
Vigil Mechanism/ Whistle Blower Policy
In compliance with provisions of Section 177(9) of the Companies Act,
2013 and Regulation 22 of amended SEBI LODR Regulation, the Company has framed a Vigil
Mechanism Whistle Blower Policy to deal with unethical behavior, actual or suspected fraud
or violation of the company's code of conduct or ethics policy, if any. The Vigil
Mechanism/Whistle Blower Policy has also been uploaded on the website of the Company.
Commitment towards highest moral and ethical standards in the conduct
of business is of utmost importance to the Company. The Audit committee oversees the vigil
mechanism and the persons who avail the mechanism are encouraged to escalate to the level
of the Audit Committee for any issue of concerns impacting and compromising with the
interest of the Company and its stakeholders in any way. This policy also allows the
direct access to the Chairperson of the Audit Committee and makes protective disclosures
about the unethical behavior, actual or suspected fraud or violation.
Details relating to Remuneration of Directors, Key Managerial Personnel
and Employees
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as "Annexure-
B" which is annexed hereto and forms part of the Directors' Report.
Particulars of Employees
There is no such employee in the Company, the information of which is
required to be furnished under the provisions of the Companies Act, 2013 and Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Having regard to the provisions of Section 136 of the Companies Act, 2013, the Annual
Report excluding the aforesaid information is being sent to the members of the Company.
Company's Website
The website of your Company, www.beekavsteel.com. has been
designed to present the Company's businesses up-front on the home page. The site carries a
comprehensive database of information including the Financial Results of your Company,
Shareholding pattern, Director's & Corporate Profile, details of Board Committees,
Corporate Policies and business activities of your Company. All the mandatory information
and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules
2014 and as per the SEBI LODR Regulations, 2015 (erstwhile Listing Agreement) has been
uploaded.
Performance & Financial Position of Associate and Wholly Owned
Subsidiary
AKC Steel Industries Ltd. is a listed Company dealing in manufacturing
and trading of steel and has reported total revenue of Rs.6.57 Crores ( Previous Year Rs.
7.97 Crores) and has earned a profit of Rs. 222.68 Lakhs (Pre. Yr. earned a profit of
Rs.361.94 Lakhs) during the year under review.
Beekay Utkal Steel Private Limited is a wholly owned subsidiary Company
incorporated on 31st December 2019 with the intention to set up a rolling mill
in Kalinga Nagar, Jajpur district in the state of Odisha. The subsidiary company has
acquired adequate land to set up green field project and in the process to get several
permissions and privileges to start up new undertaking under the New Industrial policy of
Govt. of Odisha. Your Company has invested in Optionally Convertible Debentures of the
wholly- owned subsidiary amounting Rs.16.50 Crores during the year under review.
Auditors and Auditors' Report Statutory Auditors:
The present Statutory Auditors, M/s. Rustagi & Associates,
Chartered Accountants shall hold office for a period of Five years from the financial year
2022-23. The Auditors have confirmed that they are not disqualified from continuing as
Auditors of the Company.
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments.
The Auditors' Report does not contain any qualification, reservation,
adverse remark or disclaimer.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board has re-appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary to
conduct Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial
Audit Report for the Financial Year ended 31st March, 2023 is annexed herewith
and marked as "Annexure -C" The Secretarial Audit Report does not contain
any qualification, reservation, adverse remark or disclaimer.
Secretarial Compliance Report
Pursuant to Regulation 24A of the SEBI Listing Regulation and recent
amendment on the same thereto, Every Listed entity and its material unlisted subsidiaries
incorporated in India shall undertake secretarial audit and shall annex a secretarial
Compliance Report given by a company secretary in practice, in such form as specified,
with the annual report of the listed entity.
The Company during the year under review does not have any material
unlisted subsidiary and herewith attached as "Annexure -D". The
Secretarial Compliance Report issued by Mr. Santosh Kumar Tibrewalla, Practicing Company
Secretary (FCS 3811) for the year ended on 31st March, 2023.
The certificate for non-disqualification of directors issued by Mr.
Santosh Kumar Tibrewalla, Practicing Company Secretary (FCS 3811) for the year ended 31st
March, 2023 attached herewith as " Annexure- E"
Cost Auditors
Pursuant to Section 148 of the Companies Act, 2013, in terms of the
Central Government's approval, the Board of Directors on the recommendation of the Audit
Committee has re-appointed M/s. Somnath Roy & Associates, Cost Accountants, as the
Cost Auditor of the Company for the year 2023-24.
The Audit Committee has also received a Certificate from the Cost
Auditors certifying their independence and arm's length relationship with the Company.
The Company submits it's Cost Audit Report with the Ministry of
Corporate Affairs within the stipulated time period and the Cost Audit Report for the
financial year 2021-22 has already been filed with MCA.
As per the requirements of the Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company
is required to maintain cost records and accordingly, such accounts are made and records
have been maintained.
Secretarial Standards
The Company has in place proper systems to ensure compliance with the
provisions of the applicable secretarial standards issued by The Institute of Company
Secretaries of India and such systems are adequate and operating effectively.
Corporate Governance
Your Company has initiated, by providing the shareholders, to avail the
option of receiving online the requisite documents i.e. notices, annual reports,
disclosures and all other communications, by registering their e-mail Ids. For the success
of 'Green Initiative' as per MCA circular no.17/2011 & No. 18/2011.
The Company continues to comply with the requirements of SEBI LODR
Regulations, 2015 and amendments thereto regarding Corporate Governance. The Company is
committed to maintain the highest standards of Corporate Governance and adheres to the
Corporate Governance requirements set out by the Securities and Exchange Board of India
("SEBI"). The Report on Corporate Governance together with a certificate from
Mr. S.K. Tibrewalla, Practicing Company Secretary regarding Compliance of Conditions of
Corporate Governance, certification by M.D./CEO and the Management Discussion &
Analysis Report are attached herewith which form part of this Annual Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis as required in terms of the
Listing Regulations is annexed to the report and forms an integral part of this report.
Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI(Listing
Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion &
Analysis Report with detailed review of the operations, state of affairs, performance and
outlook of the Company is annexed to the report and forms an integral part of this report.
Business Responsibility Report
The Business Responsibility Report (BRR) as required in terms of the
Regulation 34 (2)(f) of SEBI (LODR) Regulations, 2015 describing the initiatives taken
from an environmental, social and governance perspective in the reporting period is
annexed to the Board's report and forms an integral part of this report.
Stock Exchange Listing
The Equity Shares of your Company are listed on BSE Limited
(nation-wide trading terminal). The applicable annual listing fees have been paid to the
Stock Exchange till financial year 2023-24.
Code of Conduct
The Code of Conduct for Directors, KMPs and Senior Executives of the
Company is already in force and the same has been placed on the Company's website:
www.beekavsteel.com.
Code of Conduct for Prevention of Insider Trading
In terms of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015 your Company has adopted the Code of Conduct for
Prevention of Insider Trading and the same is also placed on the Company's website:
www.beekaysteel.com
Energy conservation, technology absorption and foreign exchange
earnings and outgo
Information in accordance with the provisions of Section 134(3)(m) of
the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014
regarding conservation of energy, technology absorption and foreign exchange earnings and
outgo, are given in the "Annexure F" annexed hereto and forms a part of
this report.
Consolidated Financial Statements
The Audited Consolidated Financial Statements of your Company for the
Financial Year 2022-23 is prepared in compliance with the applicable provisions of the
Companies Act, 2013, Accounting Standards as laid down by the Institute of Chartered
Accountants of India and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and forms part of this Annual Report.
Further a statement containing the salient features of the financial
statement of the Associate Company & Wholly Owned Subsidiary Company in the prescribed
format, Form AOC-1 and forms part of this Annual Report and is annexed hereto and marked
as "Annexure-G".
In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including the consolidated financial statements and related
information will be available on our website. The Company will also make available copy on
specific request by any member of the Company, interested in obtaining the same.
Disclosures as per applicable act and SEBI LODR regulation
i) Composition of Audit Committee:
The Board has constituted the Audit Committee under the Chairmanship of
Mr. Pranab Kumar Chakrabarty in place of Mr. Anil Kumar Saboo who has expired on 19th
December, 2022. Complete details of the said Committee are given in the Corporate
Governance Report, attached as Annexure to this Board's Report.
ii) Recommendation by Audit Committee:
There were no such instances where the recommendation of Audit
Committee has not been accepted by the Board during the financial year under review.
iii) Composition of Nomination & Remuneration Committee
The Board has constituted the Nomination & Remuneration Committee
under the Chairmanship of Mr. Bharat Kumar Nadhani. Complete details of the said Committee
are given in the Corporate Governance Report, attached as Annexure to this Board's Report.
iv) Composition of Stakeholders Relationship Committee
The Board has constituted the Stakeholders Relationship Committee under
the Chairmanship of Mr. Bharat Kumar Nadhani. Complete details of the said Committee are
given in the Corporate Governance Report, attached as Annexure to this Board's Report.
v) Composition of Corporate Social Responsibility Committee
The Board has constituted the Corporate Social Responsibility Committee
under the Chairmanship of Mr. Suresh Chand Bansal, Executive Chairman of the Company.
Complete details of the Committee are given in the Corporate Governance Report, attached
as Annexure to this Board's Report.
vi) Risk Management Committee
Pursuant to the amended provisions of Regulation 21 of the SEBI (LODR)
Regulations, 2015, the Board has constituted the Risk Management Committee under the
Chairmanship of Mr. Vikas Bansal, Executive Director of the Company. Considering the
multitude of risks faced by listed entities, risk management has emerged as a very
important function of the Board of Directors. The Covid-19 pandemic has also reinforced
the need for a robust risk management framework for a Company. The said RMC has identified
"Risk Management Policy" to minimize adverse impact on the business objectives
and enhance the Company's competitive advantage. The Policy also defines the risk
management approach across the enterprise at various levels. Risk Management forms an
integral part of the Company's planning process. The constitution details, roles and
functions of the RMC are highlighted in the Corporate Governance Report. The Company's
policy on Risk Management are available on the website of the Company at the following
weblink: https://www.beekaysteel.com/ wp-content/uploads/2021/08/Risk Management
Policy-BeekaySteel.pdf
vii) Other Functional Committees
The Complete details of the composition of other functional committee
are given in the Corporate Governance Report, attached as Annexure to this Board's Report
viii) Material changes and commitments, if any, affecting the financial
position between the end of the financial year and date of the report
There is no such material changes affected the financial position
between the end of the financial year and date of the report.
ix) Risk Analysis
The Company has well defined risk management framework in place
comprising of regular audits and checks for identifying, assessing, mitigating, monitoring
and reporting of risks associated with the businesses of the Company. Major risks as
identified are systematically addressed by the concerned process owners through risk
mitigation actions on a continuing basis.
x) Extracts of Annual Return
Pursuant to Section 92 of the Companies Act, 2013 and amendments
thereof and in compliance of the Companies (Amendment) Act, 2017, effective August 28,
2020, the draft Annual Return for the financial year 2021-22 is placed on the website of
the Company at the following weblink: https://
www.beekavsteel.com/investors-zone/annual-return/
xi) Subsidiaries, Associates or Joint Ventures:
Your Company has Wholly Owned Subsidiary Company namely M/S. Beekay
Utkal Steel Pvt. Ltd. and one Associate Company, i.e. M/S. AKC Steel Industries Ltd. and
does not have any joint ventures, during the year under review.
xii) Nomination, Remuneration and Evaluation Policy:
The Company on recommendation of its Nomination & Remuneration
Committee has laid down a Nomination, Remuneration and Evaluation Policy, in compliance
with the provisions of the Companies Act, 2013 read with the Rules made therein and the
Listing Agreement with the stock exchanges (as amended from time to time). This Policy is
formulated to provide a framework and set standards in relation to the followings:
a. Criteria for appointment and removal of Directors, Key Managerial
Personnel (KMP) and Senior Management Executives of the Company.
b. Remuneration payable to the Directors, KMPs and Senior Management
Executives.
c. Evaluation of the performance of the Directors.
d. Criteria for determining qualifications, positive attributes and
independence of a Director.
There has been no change in the policy since last fiscal. The
remuneration/ sitting fees paid to the Directors are as per the terms laid out in the
Nomination and Remuneration Policy of the Company. The detailed Nomination &
Remuneration Policy of the Company is placed on the Company's website and can be viewed at
www.beekaysteel.com
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company has adopted a Policy on Prevention, Prohibition and
Redressal of Sexual Harassment at Workplace in accordance with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 ("POSH
Act") and Rules made thereunder. Internal Complaints Committee
(ICC) has been set up to redress and resolve complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this Policy. The Policy is gender neutral. During the year under review, no complaints
with allegations of sexual harassment were filed.
Industrial relations
The industrial relation during the year 2022-23 had been cordial. The
Directors take on record the dedicated services and significant efforts made by the
Officers, Staffs and Workers towards the progress of the Company.
Appreciation
The Board of Directors take this opportunity to express their
appreciation for the cooperation and assistance received from the Government of India, the
State Governments of Andhra Pradesh, Tamil Nadu, West Bengal , Jharkhand and Odisha; the
financial institutions, banks as well as the shareholders during the year under review.
The Directors also wish to place on record their deep sense of appreciation of the devoted
and dedicated services rendered by all employees of the Company.
For and On behalf of the Board of Directors |
|
For Beekay Steels Industries Ltd. |
|
|
Sd/- |
|
Suresh Chand Bansal |
|
Executive Chairman |
|
(DIN:00103134) |
Registered Office: |
|
'Lansdowne Towers' |
Sd/- |
4th Floor, 2/1A, Sarat Bose Road |
Mukesh Chand Bansal |
Kolkata - 700 020 |
Executive Director |
Date: 11th August, 2023 |
(DIN:00103098) |