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Bajaj Steel Industries Ltd.

BSE: 507944 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE704G01016
BSE LIVE 15:28 | 09 Dec 132.00 -2.00
(-1.49%)
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130.00

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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 130.00
PREVIOUS CLOSE 134.00
VOLUME 5057
52-Week high 201.90
52-Week low 120.00
P/E
Mkt Cap.(Rs cr) 31.02
Buy Price 131.75
Buy Qty 20.00
Sell Price 135.45
Sell Qty 5.00
OPEN 130.00
CLOSE 134.00
VOLUME 5057
52-Week high 201.90
52-Week low 120.00
P/E
Mkt Cap.(Rs cr) 31.02
Buy Price 131.75
Buy Qty 20.00
Sell Price 135.45
Sell Qty 5.00

Bajaj Steel Industries Ltd. (BAJAJSTEELINDS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 54th Annual Report and the AuditedAccounts of the Company for the Financial Year ended 31st March 2015.

The Highlights of the Financial performance for the year under review are as below

FINANCIAL RESULTS :

(Amount in Rs)

31.03.2015 31.03.2014
SALES AND OTHER INCOME 3388606656 4114465108
Profit before Interest &. Depredation 247744185 347976297
Less : Interest 85433342 70916187
Depredation 124499390 88327927
37811453 188732183
Add : Extra Ordinary Item (-) (-)
Profit Before Tax 37811453 188732183
Provision for Taxation :
Current Year : 32698157 65493000
Deferred Tax : (15150322) 513000
Tax for Earlier :
Year/Adjustment
17547835 66006000
Net Profit 20263619 122726183
Add : Balance Brought Forward from previous year 29472437 17743784
49736056 140469967
Less s Appropriations
Proposed Dividend 9400000 9400000
Corporate Dividend Tax 1913650 1597530
Transfer to General Reserve 15000000 100000000
Depredation adjustment as per 3712333
Companies Act 2013
Balance Carried Forward to 19710073 29472437
Balance Sheet
49736056 140469967

DIVIDEND :

Your Directors are pleased to recommend the Equity Dividend @ 40 % i.e. Rs 4/- pershare. The Dividend as recommended would involve an outflow of Rs 9400000/- (RupeesNinety Four Lacs only) towards Dividend and Rs 1913650/- (Rupees Nineteen Lacs ThirteenThousand Six Hundred and Fifty Only) towards Corporate Dividend Tax resulting in a totaloutflow of Rs 11313650/- (Rupees One Crore Thirteen Lacs Thirteen Thousand Six Hundredand Fifty Only).The dividend will be distributed to the shareholders whose names appear onthe register of members as on record date.

WORKING & FUTURE PROSPECTS :

During the year under review the turnover of the Company decreased from Rs 406.94Crores in 2013-14 to Rs 334.77 Crores in 2014-15 representing a decline of 17.73 % thiswas due to uncertainty about cotton crop in the country. The profitability of the Companyhas also been affected as the profit of the Company has decreased from Rs 12.27 Crores in2013- 14 to Rs 2.02 Crores in 2014 - 15. The Board of Directors are trying their best toimprove the performance of the Company. Further the Company has expanded its business tovarious new multi engineered products and has started various new divisions for themanufacturing & selling of the said new products.

The working of both the Division of the Company is given as below:

STEEL DIVISION :

The Steel Division is concentrating in its core business of manufacturing CottonGinning and Pressing machineries which has a great potential to expand considering theincreasing cotton cultivation in India & abroad. The Company has successfully doingthe business of manufacturing and selling of various types of Electrical Penal andpre-fabricated buildings and structures.

The Company started its Electrical Panel Business Unit to fulfill existing demands ofElectrical Panels from Cotton Ginning Customers and to expand its horizons and to caterthe open market. The primary activities undertaken are Electrical Consultancy PanelManufacturing Contracting (through outsourced team of professionals) & ElectricalTrade. Further the Company is now engaged in establishing a trade network across theCentral India not only to route general panels but also the products of Companies withwhich it has tie-ups at an international level such as Chageover switches Auto TransferSwitches Digital Multi Meters Special Relays etc.

PLASTIC DIVISION (SUPERPACK)

The sale / disposal of the Superpack Division is expected to complete at the earliest.However the performance of the unit has improved during the year achieving the grossturnover of Rs 141.94 crores in 2014- 15 against Rs 129.38 crores during the FinancialYear 2013-14.

Shri Vinod Kumar Bajaj and Shri Ashish Bajaj are looking after the Superpack Divisionof the Company. Looking at the valuable experience and background of Shri Ashish Bajajthe Board of Directors has re-appointed Shri Ashish Bajaj as CEO of Superpack Division forfurther period of One (1) year w.e.f. 20.03.2015 in compliance with provisions of Section188 and other applicable provisions if any of the Companies Act 2013 or any amendmentor substitution thereof (including any statutory modification(s) or re-enactment for thetime being in force) and the rules made thereunder subject to approval of theshareholders at the ensuing Annual General Meeting. Further Shri Ashish Bajaj ChiefExecutive Officer of Superpack Division of the Company is solely responsible & liablefor all the operations (including Day to Day operations) activities and all thecompliances including Statutory & Labour compliances applicable to the SuperpackDivision of the Company from time to time and necessary forms / papers in relation thereofshall be filed with the concerned authorities.

FOREIGN SUBSIDIARY :

The Company has its 100% Foreign Subsidiary namely M/s BAJAJ CONEAGLE LLC A LimitedLiability Company having its office at Prattville Alabama USA. With the physicalpresence at USA the Company is able to tap the US & International Market ofContinental Products.

CREDIT RATING:

Your Directors are glad to inform that CRISIL has further reviewed and rated in respectof Bank facilities of the Company. The ratings are as under :

Total Bank Loan Facilities Rated Rs 82.00 Crores
Long - Term Rating CRISIL A /Stable (Reaffirmed)
Short- Term Rating CRISIL A1 (Reaffirmed)

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in format MGT -9 for the Financial Year 2014-15 has beenenclosed with this report.

AUDITORS AND AUDITORS' REPORT :

M/s B. Chhawchharia & Co. Chartered Accountants Nagpur retires at the conclusionof the ensuing Annual General Meeting and are eligible for re-appointment. The Company hasreceived letters from them to the effect that their re-appointment if made would bewithin the prescribed limits under Section 141 of the Companies Act 2013 and that theyare not disqualified for the re-appointment.

The observations made by the auditors read together with the relevant notes thereonare self-explanatory and do not call any comments.

COST AUDITORS AND COST AUDIT REPORT :

M/s Rakesh Mishra & Co Cost Accountants was appointed as Cost Auditors of theCompany to conduct the audit of Cost Accounts maintained by the Company. The Company hasreceived the Cost Audit Report dated 25/07/2015 from the Cost Auditor for the FinancialYear 2014-15.

SECRETARIAL AUDITOR :

The Board of Directors of the Company has appointed M/s. Siddharth Sipani &Associates Practicing Company Secretary to conduct Secretarial Audit for the FinancialYear 2014 -15. The Secretarial Audit Report for the Financial Year ended March 31 2015 isannexed herewith to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse mark.

INTERNAL FINANCIAL CONTROLS :

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of loan guarantee and investments covered Under Section 186 of theCompanies Act 2013 forms part of the Notes to the Financial Statements provided in thisAnnual Report.

RELATED PARTY TRANSACTIONS :

There were no materially significant Related Party Transactions ie. transaction ofmaterial nature that may have potential conflict with the interest of Company at large.Transactions entered with the related parties as defined under the Companies Act 2013 andClause 49 of the Listing Agreement during the Financial Year 2014-15 were mainly in theordinary course of business and on an arm's length basis.

Prior approval of the Audit Committee is obtained by the Company before entering intothe related party transaction as per the applicable provisions of the Companies Act 2013and Clause 49 of the Listing Agreement. As per the provisionsof Section 188 of theCompanies Act 2013 approval of the Board of Directors is also obtained for entering intoRelated Party Transactions by the Company.

During the year under review the Company has not entered into any material contractarrangement or transactions with related parties as defined under Clause 49 of theListing Agreement and Related Transaction Policy of the Company. The policy on RelatedParty Transaction as approved by the Board is uploaded on the Company's website.

RELATED PARTY TRANSACTION POLICY

Related Party Transaction Policy as formulated by the Company defines the materialityof related party transactions and lays down the procedures of dealing with Related PartyTransactions that may have potential conflict with the interest of the Company at large.Transactions entered with related parties as defined under the Companies Act 2013 andClause 49 of the Listing Agreement during the Financial Year 2014-15 were mainly in theOrdinary Course of business and on an arm's length basis.

Prior approval of the Audit Committee is obtained by the Company before entering intoany Related Party Transaction as per the applicable provisions of the Companies Act 2013

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES :

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract /arrangement/transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of Related Party Transactions and dealing with the relatedparty transactions as approved by the Board may be accessed on the Company's websitewww.bajajngp.com .

Particulars of contracts or arrangements with Related Parties referred in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended to the BoardReport.

INDUSTRIAL RELATIONS :

Industrial relations remained cordial during the year. Employees' competencies andskills were enhanced by exposing them to several internal and external training programs.Various measures were taken to improve motivation level of employees.

DIRECTORS :

During the year under review the members/ shareholders of the Company approved theappointment/ re-designation of Dr. Mahendra Kumar Sharma (DIN 00519575) from AdditionalDirector to Whole Time Director & Chief Executive Officer (CEO) of the Company for aperiod of Five (5) Years w.e.f 12th November 2014.

In accordance with Section 149 and other applicable provisions of the Companies Act2013 Dr. Panna Himmatlal Akhani (DIN: 07081637) was appointed as an Additional Director(Woman Director) of the Company & to hold the office upto the conclusion of ensuingAnnual General Meeting and being eligible for as an Independent Woman Director for theterm of Five (5) consecutive years upto the conclusion of 59th Annual GeneralMeeting of the Company. None of the Independent Directors will retire at the ensuingAnnual General Meeting of the Company.

DECLARATION BY INDEPENDENT DIRECTORS :

The Company has received necessary declarations from all the Independent Directors ofthe Company Under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of Independence laid down in Section 149(6) of the Companies Act 2013 and Clause49 of the Listing Agreement.

BOARD EVALUATION :

Clause 49 of the Listing Agreement mandates that the Board of Directors of the Companyshall review the performance of the Independent Directors Board Committee and otherIndividuals Directors including Executive and Non-Executive Directors of the Company. TheCompanies Act 2013 states that a formal annual evaluation needs to be made by the Boardand Schedule IV of the Companies Act 2013 states that the performance evaluation ofIndependent Directors shall be done by the entire Board of Directors excluding theDirector being evaluated. The evaluation of all the Directors and the Board as a whole wasbeing conducted. None of the Independent Directors are due for re-appointment.

CORPORATE GOVERNANCE :

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirement set out by SEBI. The Company has alsoimplemented several best Corporate Governance Practices. The report on CorporateGovernance as stipulated under the Listing Agreement forms an integral part of thisreport. The requisite certificate from the Auditors of the Company confirming compliancewith the conditions of Corporate Governance is attached to the report on CorporateGovernance.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has framed Corporate Social Responsibility (CSR) Policy as per theprovisions of the Companies (CSR) Policy Rules 2015 which inter-alia lays down theguidelines and mechanism for undertaking socially useful projects for welfare andsustainable development of the community at large. As per the provisions of Section 135 ofthe Companies Act 2013 the Company has constituted a Corporate Social ResponsibilityCommittee comprising of Shri Deepak Batra (Chairman) Shri Alok Goenka & Shri RajivRanka as the members of the Committee. The Corporate Social Responsibility Committeeassists the Board in fulfilling its duty towards the community and society at largebyassisting in identifying the activities and programmes that can be undertaken by theCompany in terms of the CSR policy of the Company. Details about the CSR policy isavailable on the website of the Company www.bajajngp.com .

AUDIT COMMITTEE :

In terms of Section 177 of the Companies Act 2013 read with Rule 6 of the Companies(Meetings of Board and its Powers) Rules 2014 the Audit committee of the Board consistof Shri Deepak Batra Chartered Accountant Shri Rajiv Ranka and Shri Alok Goenka as apractice of good Corporate Governance. All the recommendations made by the Audit Committeewere accepted by the Board.

NOMINATION & REMUNERATION COMMITTEE :

In terms of Section 178 of the Companies Act 2013 read with Rule 6 of the Companies(Meetings of Board and its Powers) Rules 2014 the Nomination & RemunerationCommittee of the Board consist of Shri Deepak Batra Chartered Accountant Shri RajivRanka and Shri Alok Goenka as a practice of good Corporate Governance.

VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement includes an Ethics comprising Senior Executives of theCompany. Protected disclosures can be made by a whistle blower through an email or letter.The Policy on vigil mechanism may be accessed on the Company's website at www.bajajngp.com.

'INTERNAL COMPLAINTS COMMITTEE' UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013 :

The Company has in place the Internal Complaints Committee under the Sexual Harassmentof Woman at Workplace (Prevention Prohibition & Redressal) Act 2013. The primaryobjective of the said committee is to provide protection against sexual harassment ofwomen at work place and for prevention and redressal of complaints of sexual harassmentand for the matters connected therewith or incidental thereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

A Management & Discussion Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement is presented in a separate section forming partof the Annual Report.

MEETINGS OF THE BOARD :

The Board of Directors met Five (5) times during the Financial Year 2014-15 thedetails of which are given in the Corporate Governance Report that forms part of thisAnnual Report. The intervening gap between any two meetings was within the periodprescribed by the Companies Act 2013.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:

The Dividends declared by the Company which remain unpaid / unclaimed for a period ofSeven (7) years are required to transferred to the Investor Education & ProtectionFund (IEPF) established by the Central Government pursuant to Section 124(5) of theCompanies Act 2013. The Members are requested to claim their unpaid / unclaimed Dividendif any declares and paid for the financial years 2007-08 2008-09 2009-10 2010-112011-12 2012-13 & 2013 -14.

The unpaid/unclaimed balance of year 2007- 08 would be transferred to the InvestorEducation and Protection Fund Account in the current Financial Year by the Company.Members who have neither received nor encashed their Dividend Warrant(s) for the financialyear 2007-08 to 2013-14 are requested to write to the Company mentioning their Folio No./ DP ID & Client ID for issuance of duplicate/ revalidated dividend warrant (s).

CONSERVATION OF ENERGY :

The Company lays great emphasis on savings in the cost of energy consumption. Achievingreduction in the per unit consumption of energy is an ongoing exercise in the Company.Effective measures have been taken to minimize the loss of energy as far as possible.

TECHNOLOGY ABSORPTION :

The technological developments on Ginning & Pressing Machinery has acted as andriving force in structural shift from old outdated to more productive advance machinery.The technology used by the Company is updated as a continuous exercise. The Companyrecognizes that focused initiative on the development of new multi engineered productswould form the backbone of the Company's future business performance and profitability.Keeping this in view the Company has increased its efforts in terms of development of newproducts. At present the Company is working on various products under the able leadershipof Shri Sunil Bajaj Executive Director. Research and Development is a continuousphenomenon in the Company and due to which the Company is able to launch successfullyvarious new products to trap the market throughout the year.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

Details of foreign exchange earnings through exports and foreign exchange outgo onaccount of imports expenditure on Traveling and other matters etc. are shown in the NotesNo 13(a) 13(b) & 13(c) respectively of Notes on Accounts. To avoid repetition themembers are requested to refer to these Notes.

LISTING OF SHARES :

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd DelhiStock Exchange Limited and the Calcutta Stock Exchange Limited. The Company has paidannual listing fees of the Stock Exchanges for the financial year 2014- 2015. There are notrading of Company's shares at Delhi Stock Exchange and the Calcutta Stock Exchange.

DIRECTORS RESPONSIBILITY STATEMENT:

The financial statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP). GAAP comprises mandatory Accounting Standards as prescribedUnder Section 134(5) of the Companies Act 2013 ('the Act') read with Rule 7 of theCompanies (Accounts) Rules 2014 the provisions of the Act and guidelines issued by theSecurities and Exchange Board of India (SEBI). There are no material departures fromprescribed Accounting Standards in the adoption of these standards. The Directors confirmthat :

a) In the preparation of Annual Accounts for the financial year ended March 31 2015the applicable accounting standards have been followed along with proper explanationrelating to material departures and in compliance with the laws.

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period.

c) The Directors have taken proper and sufficient care toward the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Annual Accounts have been prepared on a going concern basis.

e) The Directors have laid down internal financial controls which are adequate and areoperating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.

GENERAL :

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

• Details relating to Deposits covered Under Clause V of the Act;

• Issue of Equity Shares with differential rights as to Dividend Voting orotherwise;

• Issue of Shares (including Sweat Equity Shares) to Employees of the Companyreceive any scheme save and except ESOS referred to in this Report ;

• Neither the Managing Director nor the Whole-time Directors of the Companyreceive any remuneration or commission from any of its subsidiaries;

• No significant or material orders were passed by the Regulators or Court orTribunals which impact the going concern status and Company's operations in future.

ACKNOWLEDGEMENT :

The Directors are grateful to the Bankers and Financial Institutions for theircontinued support co-operation and assistance during the year. The Directors expresstheir thanks for the sincere and dedicated efforts put in by the workers staff andofficers during the year.

FOR AND ON BEHALF OF THE BOARD

FOR BAJAJ STEEL INDUSTRIES LIMITED

ROHIT BAJAJ

CHAIRMAN & MANAGING DIRECTOR

PLACE : NAGPUR

DATED : 25/07/2015

ANNEXURE TO THE DIRECTOR'S REPORT

PARTICULARS OF CONTRACTS /ARRANGEMENTS MADE WITH

RELATED PARTIES :

(Pursuant to Clause(h) of Section 134(3) of the Companies Act 2013 and Rule 8(2) ofthe Companies (Accounts) Rules 2014- AOC- 2 )

This Form pertains to the disclosure of particulars of contracts / arrangements enteredinto by the Company with related parties referred to in Section 188(1) of the CompaniesAct 2013 including certain arm's length transactions under third proviso thereto.

Details of contracts or arrangements or transactions not at arm's length basis :

There were no contracts or arrangements or transactions entered into during the yearended March 31 2015 whichy were not at arm's length basis.

Details of material contracts or arrangement or transactions at arm's length basis :

The details of material contracts or arrangement or transactions at arm's length basisfor the year ended March 31 2015 are as under :

1. SALE / PURCHASE /SUPPLY OF GOODS :

Name of the Related Party Nature of Relationship Nature of Contract Duration Particulars of Contract Advance
Luk Bricks Private Ltd KMP is a Director Purchase Yearly Purchase of Materials NIL
Bajaj Reinforcements LLP KMP is a Designated Partner Purchase Yearly Purchase of Materials NIL
Twinstar Plasticoats Pvt Ltd KMP is a Member Sale Yearly Sale of Materials NIL
Rohit Machines & Fabricators Ltd KMP is a Member Sale Yearly Sale of Materials NIL
Luk Technical Services Pvt Ltd. KMP is a Member Sale Yearly Sale of Materials NIL

2. AVAILMENT OF THE SERVICES :

Name of the Related Party Nature of Relationship Nature of Contract Duration Particulars of Contract Advance
Bajaj Chemoplast (India) Ltd KMP is a Member Manpower Supply Renewable on yearly basis Availment of Manpower Services NIL
Rent Renewal after 3 years Ex Dt. 01.06.2013 Lease of Godown at Plot No. 055/1 MIDCHingna Nagpur NIL
Bajaj Exports Private Ltd KMP is a Member Manpower Supply Renewable on yearly basis Availment of Manpower Services NIL
Rent Renewable on yearly basis Lease of Plot D-5/2 MIDC Hingna Nagpur NIL
Bajaj Trade Development Ltd KMP is a Member Rent Renewal after 10 yrs Ex Dt 01.10.2007 Lease of Godown at Plot No. D-4 MIDC Hingna Nagpur NIL
Rohit Polytex Ltd KMP is a Member Manpower Supply Renewable on yearly basis Availment of Manpower Services NIL
Prosperous Finance Services Ltd KMP is a Member Services Renewal on continuous basis Availment of Computer Services NIL
Plast Master Batches Ltd KMP as a Director Manpower Supply Renewable on yearly basis Availment of Manpower Services NIL

DETAILS OF THE DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT AT THE FORTHCOMING ANNUALGENERAL MEETING { Pursuant to Clause 49 of the Listing Agreement }

Name of Director Date of Birth Date of Appointment Qualification
Shri Vinokumar Gangabisan Bajaj 25.01.1937 01.07.1980 Chartered Accountant
Expertise in specific functional areas

Shri Vinodkumar Gangabisan Bajaj (DIN : 00519541) is having more than 35 years of experience in Plastic Industry. He was the Vice President of Plastic Woven Sacks Manufacturers association for three years (1986 to 1988)

Directorship held in other Companies

(i)M/s Associated Biscuit Company Limited

(ii)M/s Bajaj Polyblends Private Limited

(iii)M/s Bajaj Superpack Limited

(iv)Bajaj Superpack (I) Pvt. Ltd

Membership/ Chairmanship of committee

NIL

Shareholding in Bajaj Steel Industries Limited

13300 Equity Shares

 

Name of Director Date of Birth Date of Appointment Qualification
Dr. Panna Himmatlal Akhani 29.11.1943 12.02.2015 M.H.Sc from M.H. College of Home Science Jabalpur & Ph.D. From “Nagpur University in Child Development and Family Relations”
Expertise in specific functional areas

Dr. Panna Himmatlal Akhani (DIN: 07081637) had a vast experience in the field of Women education & women empowerment. She is actively engaged in Women Welfare and conferred with may awards and recognition. She had been awarded as a “WOMEN OF THE YEAR 1997” for overall accomplishment & contribution to Society by American Biographical Institute INC. She had devoted a lot of time in her whole Career for the Women's Education & had been nominated as member in Advisory Committee & Film Academy also by many Education Societies & Academies. She has possessed a value of experience in the education field which would also be beneficial to our in long run. Dr. Panna Akhani (DIN: 07081637) is having good leadership & management skills which will be the asset for the Company and Board of Directors.

Directorship held in other Companies

NIL

Membership/ Chairmanship of committee

NIL

Shareholding in Bajaj Steel Industries Limited

NIL

FORM NO. MGT - 9

EXTRACT OF ANNUAL RETURN (As on 31.03.2015)

Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12(1) of the Company(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS :

1. Corporate Identification Number (CIN) L27100MH1961PLC011936
2. Registration Date 14 RsFebruary 1961
3. Name of the Company BAJAJ STEEL INDUSTRIES LIMITED
4. Category/Sub -category of the Company Public Company / Limited by Shares
5. Address of the Registered office & contact details IMAMBADA ROAD NAGPUR - 440018 (MAHARASHTA)
6. Whether listed company YES
7. Name Address & contact details of the Registrar & Transfer Agent if any. ADROIT CORPORATE SERVICES PRIVATE LIMITED lstFloor 19/20 Jaferbhoy Industrial Estate Makwana Road Marol Naka Mumbai - 440059

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :

(All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated)

Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 Manufacturing & Selling of Cotton Ginning & Pressing Machineries & other allied Machineries 29261 61.92
2 Manufacturing Processing & Selling of Master Batches 24113 38.08

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

Name and Address of the Company CIN / GLN Holding / Suybsidiary / Associate % of Shares held Applicable section
1. Bajaj Coneagle LLC 105 Tallapoosa street suite 200 Montgomery Alabama - 36104 (USA) - Subsidiary 100 Section 2(87)

IV. SHAREHOLDING PATTERN

(Equity Share Capital Breakup as Percentage of Total Equity)

BAJAJ STEEL IND LTD - Category-wise Share Holding

Category of Shareholders

No.of Shares held at the beginning of the year

No.of Shares held at the end of the year

% Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/HUF 650650 1000 651650 27.73 650650 1000 651650 27.73 0.00
b) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00
c) State Govt(s) 0 0 0 0.00 0 0 0 0.00
d) Bodies Corp 209000 0 209000 8.89 209000 0 209000 8.89 0.00
e) Banks /FI 0 0 0 0.00 0 0 0 0.00 0.00
Any other - - - - - - - -
Total Shareholding of promoter (A) 859650 1000 860650 36.62 859650 1000 860650 36.62 0.00
B.Public Shareholding
(1) Institutions
a) Mutual Funds 0 400 400 0.02 0 400 400 0.02 0.00
b) Banks / FI 0 100 100 0.00 0 100 100 0.00 0.00
c) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00
d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00
e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
g) FIIs 0 0 0 0.00 0 0 0 0.00 0.00
h) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (B) (1) 0 500 500 0.02 0 500 500 0.02 0.00
(2) Non - Institutions
a) Bodies Corp.
i) Indian 147290 339600 486890 20.72 192596 339600 532196 22.65 1.93
ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.1 lakh 425758 228407 654165 27.83 436590 218807 655397 27.88 0.05
ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh 259167 0 259167 11.03 216222 0 216222 9.20 3.65
c) Others (specify)
c-1) NON RESIDENT INDIANS(INDIVIDUALS) 22041 55800 77841 3.31 29836 54600 84436 3.59 0.28
c-2) CLEARING MEMBER 10787 0 10787 0.46 499 0 499 0.02 -0.44
c-3) TRUSTS 0 0 0 0.00 100 0 100 0.00 0.00
Sub-total (B)(2) 865043 623807 1488850 63.36 875843 613007 1488850 63.36 0.00
Total Public Shareholding(B)= (B)(1)+(B)(2) 865043 624307 1489350 63.38 875843 613507 1489350 63.38 0.00
C. Shares held by Custodian for GDRs & ADRs.
Promoter and Promoter Group 0 0 0 0 0 0 0 0 0
Public - 0 0 0 0 0 0 0 0 0
Sub-total (C) 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 1724693 625307 2350000 100 1735493 614507 2350000 100 0

Shareholding of Promoters

Shareholder's Name

No.of Shares held at the beginning of the year

No.of Shares held at the end of the year

% Change during the year
No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares
1 SUNDEEPGOYAL 2600 0.11 0.00 2600 0.11 0.00 0.00
2 HARGOVINDGANGABISAN BAJAJ 17400 0.74 0.00 17400 0.74 0.00 0.00
3 KUSH BAJAJ 29464 1.25 0.00 29464 1.25 0.00 0.00
4 LAV BAJAJ 29464 1.25 0.00 29464 1.25 0.00 0.00
5 KUMKUM BAJAJ 44600 1.90 0.00 44600 1.90 0.00 0.00
6 VIDARBHATRADELINKS PVT. LTD. 209000 8.89 0.00 209000 8.89 0.00 0.00
7 RUIA AKSHAT 100 0.00 0.00 100 0.00 0.00 0.00
8 VINODKUMAR GANGABISAN BAJAJ 100 0.00 0.00 100 0.00 0.00 0.00
9 VARUN BAJAJ 24900 1.06 0.00 24900 1.06 0.00 0.00
10 BINA BAJAJ 44600 1.90 0.00 44600 1.90 0.00 0.00
11 SUNIL BAJAJ 58325 2.48 0.00 86697 3.69 0.00 1.21
12 RUIAPAWAN 200 0.01 0.00 200 0.01 0.00 0.00
13 SANGEETAGOYAL 21800 0.93 0.00 21800 0.93 0.00 0.00
14 ROHIT BAJAJ 55325 2.35 0.00 55325 2.35 0.00 0.00
15 MUTHA RAMDAS CHANDANMAL 500 0.02 0.00 500 0.02 0.00 0.00
16 ASHISH BAJAJ 89950 3.83 0.00 89950 3.83 0.00 0.00
17 PAWAN RUIA 3350 0.14 0.00 3350 0.14 0.00 0.00
18 SUNIL BAJAJ 5000 0.21 0.00 5000 0.21 0.00 0.00
19 GOYALSUNDEEP 200 0.01 0.00 200 0.01 0.00 0.00
20 KANIKA BAJAJ 1000 0.04 0.00 1000 0.04 0.00 0.00
21 VINODKUMAR BAJAJ 13200 0.56 0.00 13200 0.56 0.00 0.00
22 SHAKUNTALADEVI BAJAJ 29800 1.27 0.00 29800 1.27 0.00 0.00
23 GAYATRIDEVI BAJAJ 151400 6.44 0.00 151400 6.44 0.00 0.00
24 VEDANT BAJAJ 28372 1.21 0.00 0 0.00 0.00 -1.21
TOTAL 860650 36.62 0.00 860650 36.62 0.00 0.00

Change in Promoters' Shareholding (please specify if there is no change)

No.of Shares held at the beginning of the year

Cumulative Shareholding during the year

Name of Promoter’s As On Date No. of Shares % of total shares of the company No. of shares % of total shares of the company
1 At the beginning of the year VIDARBHATRADELINKS PVT. LTD. 1/4/2014 209000 8.89 209000 8.89
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 209000 8.89
2 At the beginning of the year SUNIL BAJAJ 1/4/2014 5000 0.21 5000 0.21
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 5000 0.21
3 At the beginning of the year VINODKUMAR BAJAJ 1/4/2014 13200 0.56 13200 0.56
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 13200 0.56
4 At the beginning of the year ROHIT BAJAJ 1/4/2014 55325 2.35 55325 2.35
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 55325 2.35
5 At the beginning of the year GAYATRIDEVI BAJAJ 1/4/2014 151400 6.44 151400 6.44
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 151400 6.44
6 At the beginning of the year PAWAN RUIA 1/4/2014 3350 0.14 3350 0.14
Date wise Increase / Decrease in Promoters Share holding during the year 16/05/2014 -45 0.00 3305 0.14
23/05/2014 45 0.00 3350 0.14
At the End of the year 31/03/2015 0 0.00 3350 0.14
7 At the beginning of the year KANIKA BAJAJ 1/4/2014 1000 0.04 1000 0.04
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 1000 0.04
8 At the beginning of the year KUMKUM BAJAJ 1/4/2014 44600 1.90 44600 1.90
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 44600 1.90
9 At the beginning of the year HARGOVINDGANGABISAN BAJAJ 1/4/2014 17400 0.74 17400 0.74
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 17400 0.74
10 At the beginning of the year ASHISH BAJAJ 1/4/2014 89950 3.83 89950 3.83
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 89950 3.83
11 At the beginning of the year BINA BAJAJ 1/4/2014 44600 1.90 44600 1.90
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 44600 1.90
12 At the beginning of the year VINODKUMARGANGABISAN BAJAJ 1/4/2014 100 0.00 100 0.00
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 100 0.00
13 At the beginning of the year SHAKUNTALADEVI BAJAJ 4/1/2014 29800 1.27 29800 1.27
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 29800 1.27
14 At the beginning of the year SUNIL BAJAJ 1/4/2014 58325 2.48 58325 2.48
Date wise Increase / Decrease in Promoters Share holding during the year 19/09/2014 28372 1.21 86697 3.69
(Acquisition of shares by way of gift from Vedant Bajaj)
At the End of the year 31/03/2015 0 0.00 86697 3.69
15 At the beginning of the year SANGEETAGOYAL 1/4/2014 21800 0.93 21800 0.93
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 21800 0.93
16 At the beginning of the year SUNDEEP GOYAL 1/4/2014 2600 0.11 2600 0.11
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 2600 0.11
17 At the beginning of the year LAV BAJAJ 1/4/2014 29464 1.25 29464 1.25
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 29464 1.25
18 At the beginning of the year KUSH BAJAJ 1/4/2014 29464 1.25 29464 1.25
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 29464 1.25
19 At the beginning of the year VEDANT BAJAJ 1/4/2014 28372 1.21 28372 1.21
Date wise Increase / Decrease in Promoters Share holding during the year 19/9/2014
(Transfer by way of gift to Mr. Sunil Bajaj)
At the End of the year 31/03/2015 0 0.00 0 0.00
20 At the beginning of the year VARUN BAJAJ 1/4/2014 24900 1.06 24900 1.06
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 24900 1.06
21 At the beginning of the year GOYAL SUNDEEP 1/4/2014 200 0.01 200 0.01
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 200 0.01
22 At the beginning of the year MUTHA RAMDAS CHANDANMAL 1/4/2014 500 0.02 500 0.02
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 500 0.02
23 At the beginning of the year RUIA AKSHAT 1/4/2014 100 0.00 100 0.00
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 100 0.00
24 At the beginning of the year RUIA PAWAN 1/4/2014 200 0.01 200 0.01
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 200 0.01

Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

For Each of the Top 10 Shareholders Folio no Name Of Shareholder's As on DATE

No.of Shares held at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total shares of the company No. of shares % of total shares of the company
1 At the beginning of the year B00069 BAJAJ EXPORTS PVT LTD 01/04/2014 213800 9.10 213800 9.10
At the End of the year 31/03/2015 0 0.00 213800 9.10
2 At the beginning of the year IN30028010206800 SATISH LALCHAND MUTHA 01/04/2014 0 0.00 0 0.00
Date wise Increase/Decrease in Shareholding during the financial year 17/10/2014 128800 5.48 128800 5.48
At the End of the year 31/03/2015 0 0.00 128800 5.48
3 At the beginning of the year IN30061010427636 GLYCOSIC MERCHANTS PRIVATE LIMITED 01/04/2014 78900 3.36 78900 3.36
At the End of the year 31/03/2015 0 0.00 78900 3.36
4 At the beginning of the year B01128 BAJAJ GLOBAL LIMITED 01/04/2014 67500 2.87 67500 2.87
At the End of the year 31/03/2015 0 0.00 67500 2.87
5 At the beginning of the year N00812 NISSAN MERCHANDISE PVT. LTD. 01/04/2014 50000 2.13 50000 2.13
At the End of the year 31/03/2015 0 0.00 50000 2.13
6 At the beginning of the year IN30133018097835 DNYANESH LAD 01/04/2014 33950 1.44 33950 1.44
Date wise Increase/Decrease in Shareholding during the financial year 22/08/2014 •33950 3.14 0 0.00
29/08/2014 33950 1.44 33950 1.44
19/09/2014 •1500 0.06 32450 1.38
30/09/2014 •1000 0.04 31450 1.34
At the End of the year 31/03/2015 0 0.00 31450 1.34
7 At the beginning of the year IN30001110137050 LOHIA CORP LIMITED 01/04/2014 25299 1.08 25299 1.08
Date wise Increase/Decrease in Shareholding during the financial year 22/08/2014 •25299 2.34 0 0.00
29/08/2014 25299 1.08 25299 1.08
17/10/2014 •8131 0.35 17168 0.73
At the End of the year 31/03/2015 0 0.00 17168 0.73
8 At the beginning of the year 1201880000001155 DHEERAJ KUMAR LOHIA 01/04/2014 0 0.00 0 0.00
Date wise Increase/Decrease in Shareholding during the financial year 06/06/2014 7000 0.30 7000 0.30
30/06/2014 160 0.01 7160 0.30
25/07/2014 7588 0.32 14748 0.63
15/08/2014 404 0.02 15152 0.64
22/08/2014 •15152 1.40 0 0.00
29/08/2014 16834 0.72 16834 0.72
05/09/2014 2028 0.09 18862 0.80
12/09/2014 4342 0.18 23204 0.99
24/10/2014 888 0.04 24092 1.03
At the End of the year 31/03/2015 0 0.00 24092 1.03
9 At the beginning of the year 1203500000038901 SWAPNIL DILIP DHOLE 01/04/2014 21933 0.93 21933 0.93
Date wise Increase/Decrease in Shareholding during the financial year 06/06/2014 •100 0.00 21833 0.93
11/07/2014 •320 0.01 21513 0.92
29/08/2014 2181 0.09 23694 1.01
19/09/2014 •14545 0.62 9149 0.39
30/09/2014 •8743 0.37 406 0.02
10/10/2014 250 0.01 656 0.03
17/10/2014 •150 0.01 506 0.02
24/10/2014 •50 0.00 456 0.02
31/10/2014 •56 0.00 400 0.02
At the End of the year 31/03/2015 •40 0.00 360 0.02
10 At the beginning of the year IN30023950017811 RAJU BHANDARI 01/04/2014 21313 0.91 21313 0.91
Date wise Increase/Decrease in Shareholding during the financial year 11/04/2014 •500 0.02 20813 0.89
18/04/2014 •1535 0.07 19278 0.82
16/05/2014 •1000 0.04 18278 0.78
30/05/2014 •1000 0.04 17278 0.74
06/06/2014 •1000 0.04 16278 0.69
20/06/2014 •1000 0.04 15278 0.65
11/07/2014 •1000 0.04 14278 0.61
01/08/2014 •1253 0.05 13025 0.55
22/08/2014 •13025 1.21 0 0.00
29/08/2014 11325 0.48 11325 0.48
19/09/2014 •400 0.02 10925 0.46
30/09/2014 •200 0.01 10725 0.46
10/10/2014 •200 0.01 10525 0.45
24/10/2014 •500 0.02 10025 0.43
14/11/2014 •1500 0.06 8525 0.36
21/11/2014 •290 0.01 8235 0.35
28/11/2014 •700 0.03 7535 0.32
19/12/2014 •900 0.04 6635 0.28
30/01/2015 •500 0.02 6135 0.26
13/02/2015 •625 0.03 5510 0.23
20/02/2015 •1195 0.05 4315 0.18
13/03/2015 •2319 0.10 1996 0.08
20/03/2015 •800 0.03 1196 0.05
27/03/2015 •1000 0.04 196 0.01
At the End of the year 31/03/2015 0 0.00 196 0.01
11 At the beginning of the year 1202010000001551 KANTASURESHJAIN 01/04/2014 19021 0.81 19021 0.81
Date wise Increase/Decrease in Shareholding during the financial year 23/05/2014 -259 0.01 18762 0.80
30/05/2014 -1704 0.07 17058 0.73
06/06/2014 -1500 0.06 15558 0.66
25/07/2014 -15558 0.66 0 0.00
At the End of the year 31/03/2015 0 0.00 0 0.00
12 At the beginning of the year 1306130000024205 RACHIT FINSEC PRIVATE LIMITED 01/04/2014 19000 0.81 19000 0.81
Date wise Increase/Decrease in Shareholding during the financial year 22/08/2014 -19000 1.76 0 0.00
29/08/2014 19000 0.81 19000 0.81
At the End of the year 31/03/2015 0 0.00 19000 0.81
13 At the beginning of the year IN30001110570588 REKHAGIRISH LAD 01/04/2014 18450 0.79 18450 0.79
Date wise Increase/Decrease in Shareholding during the financial year 22/08/2014 -18450 1.71 0 0.00
29/08/2014 18450 0.79 18450 0.79
19/09/2014 -1500 0.06 16950 0.72
30/09/2014 -1000 0.04 15950 0.68
At the End of the year 31/03/2015 0 0.00 15950 0.68
14 At the beginning of the year IN30072410098164 MANOJ DUA 01/04/2014 0 0.00 0 0.00
Date wise Increase/Decrease in Shareholding during the financial year 19/09/2014 16226 0.69 16226 0.69
10/10/2014 -5525 0.24 10701 0.46
17/10/2014 -3751 0.16 6950 0.30
14/11/2014 -3442 0.15 3508 0.15
At the End of the year 31/03/2015 0 0.00 3508 0.15
15 At the beginning of the year 1201910101600943 PRAMOD KUMAR 01/04/2014 15700 0.67 15700 0.67
Date wise Increase/Decrease in Shareholding during the financial year 22/08/2014 -15700 1.45 0 0.00
29/08/2014 15700 0.67 15700 0.67
10/10/2014 225 0.01 15925 0.68
17/10/2014 5 0.00 15930 0.68
27/02/2015 -15930 0.68 0 0.00
At the End of the year 31/03/2015 0 0.00 0 0.00
16 At the beginning of the year IN30009511579259 Nasir Firoz Khambatta 01/04/2014 8732 0.37 8732 0.37
At the End of the year 31/03/2015 0 0.00 8732 0.37
17 At the beginning of the year B00082 BAJAJ KALAVATIDEVI 01/04/2014 7000 0.30 7000 0.30
At the End of the year J 31/03/2015 0 0.00 7000 0.30
L"
18 At the beginning of the year L00012 LADDHAD GITADEVI 01/04/2014 6600 0.28 6600 0.28
At the End of the year 31/03/2015 0 0.00 6600 0.28
19 At the beginning of the year P01690 NITIN NARAYANRAO PATIL 01/04/2014 5500 0.23 5500 0.23
At the End of the year 31/03/2015 0 0.00 5500 0.23
20 At the beginning of the year 1204980000003032 SHARDA GOYAL 01/04/2014 0 0.00 0 0.00
Date wise Increase/Decrease in Shareholding during the financial year 11/07/2014 4707 0.20 4707 0.20
18/07/2014 645 0.03 5352 0.23
05/09/2014 355 0.02 5707 0.24
12/09/2014 1656 0.07 7363 0.31
19/09/2014 922 0.04 8285 0.35
At the End of the year 31/03/2015 0 0.00 8285 0.35

Shareholding of Directors and Key Managerial Personal

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Name of Promoter's As On Date No. of Shares % of total shares of the company No. of shares % of total shares of the company
1 At the beginning of the year MOHAN BINDRABAN AGRAWAL 4/1/2014 100 0.00 100 0.00
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 100 0.00
2 At the beginning of the year KAMALKISHORE KELA 4/1/2014 100 0.00 100 0.00
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 3/31/2015 0 0.00 100.00 0.00
3 At the beginning of the year ALOKRATANLALGOENKA 4/1/2014 100 0.00 100 0.00
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 100 0.00
4 At the beginning of the year RAJ KUMAR LOHIA 4/1/2014 100 0.00 100 0.00
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 100 0.00
5 At the beginning of the year DEEPAK BATRA 4/1/2014 100 0.00 100 0.00
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 100 0.00
6 At the beginning of the year RAJIV RANKA 4/1/2014 100 0.00 100 0.00
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 100 0.00
7 At the beginning of the year ROHIT BAJAJ 4/1/2014 55325 2.35 55325 2.35
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 55325 2.35
8 At the beginning of the year SUNIL BAJAJ 4/1/2014 63325 2.69 63325 2.69
Date wise Increase / Decrease in Promoters Share holding during the year 19/09/2014 28372 1.21 91697 3.9
(Acquisition by way of gift from Mr. Vedant Bajaj)
At the End of the year 31/03/2015 0 0.00 91697 3.9
9 At the beginning of the year VINOD KUMAR BAJAJ 4/1/2014 13300 0.56 13300 0.56
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 13300 0.56
10 At the beginning of the year DR. MAHENDRA KUMAR SHARMA 4/1/2014 100 0.00 100 0.00
Date wise Increase / Decrease in Promoters Share holding during the year NIL NIL
At the End of the year 31/03/2015 0 0.00 100 0.00

V) INDEBTEDNESS -

Indebtedness of the Company including interest outstanding/ accrued but not due forpayment.

(Rs in Lacs)

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 305.39 3238.01 2.83 3546.23
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 4.23 - - 4.23
Total (i+ii+iii) 309.62 3238.01 2.83 3550.46
Change in Indebtedness during the financial year
* Addition 309.79 _ - 309.79
* Reduction - 76.55 2.83 -79.38
Net Change 309.79 76.55 2.83 230.41
Indebtedness at the end of the financial year
i) Principal Amount 615.38 3161.46 NIL 3776.84
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 4.03 _ - 4.03
Total (i+ii+iii) 619.41 3161.46 NIL 3780.87

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. REMUNERATION TO MANAGING DIRECTOR WHOLE-TIME DIRECTORS AND/OR

MANAGER:

Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount
Rohit Bajaj Sunil Bajaj Dr.M.K.ShamuJ'
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 3114000 3114000 1616376 7844376
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - 371518 214618 586136
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission
- as % of profit 510040.50 510040.50 * 1020081
5 Others please specify - - -
Total (A) 3624040.50 3995558.50 1830994 9450593

*Salary of Dr. M.K.Sharma has been computed for the period of Three (3) months ie.January 01 2015 to March 31 2015

B. REMUNERATION TO OTHER DIRECTORS :

Particulars of Remuneration Name of Directors Total Amount
1 Independent Directors
Fee for attending board committee meetings
Commission
Others please specify
Total (1)
2 Other Non-Executive Directors NIL
Fee for attending board committee meetings
Commission
Others please specify
Total (2)
Total (BM1+2)
Total Managerial Remuneration
Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MANAGING DIRECTOR / MANAGER /WHOLETIME DIRECTOR

Particulars of Remuneration

Key Managerial Personnel

Rahul Patwi Manish Sharma Total
CS* CFO
Gross salary 274723 1327225 1601948
1 (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income- tax Act 1961 - - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - - -
2 Stock Option - - -
3 Sweat Equity
4 Commission
- as % of profit - - -
others specify...
5 Others please specify - - -
Total 274723 1327225 1601948

*Salary of Mr. Rahul Patwi Company Secretary has been computed form 01.11.2015 (Dateof Appointment) to 31.03.2015

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishme nt/ Compoun ding fees imposed Authority [RD/NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

ANNUAL REPORT ON CSR ACTIVITIES

As per Section 135 of the Companies Act 2013 Every Company having a net worth ofRupees Five Hundred Crores or more or turnover of Rupees One Thousand Crores or more ornet profit of Rupees Five Crores or more during any financial year shall constitute aCorporate Social Responsibility Committee of the Board consisting of three or moredirectors and out of which at least one director shall be independent Director.

The policy objectives of the Company as per Schedule VII of The Companies Act 2013 areas follows:

a) Eradicating hunger poverty and malnutrition promoting preventive health care andsanitation and making available safe drinking water:

b) Promoting education including special education and employment enhancing vocationskills especially among children women elderly and the differently abled and livelihoodenhancement projects;

c) Ensuring environmental sustainability ecological balance protection of flora andfauna animal welfare agro forestry conservation of natural resources and maintainingquality of soil air and water;

d) Contribution to the Prime Minister's National Relief Fund or any other fund set upby the Central Government for socio-economic development and relief and welfare of theScheduled Castes the Scheduled Tribes other backward classes minorities and women.

e) Promoting gender equality empowering women setting up homes and hostels for womenand orphans setting up old age homes day care centres and such other facilities forsenior citizens and measures for reducing inequalities faced by socially and economicallybackward groups.

The Board of Directors of the Company supports the principles set out in those codesand standards and the aim of this policy is to translate that support into a set ofguidelines and standards that set a common approach for the Company and provide practicalguidance for our managers and employees on the ground.

CSR COMMITTEE :

The Company has already constituted CSR committee comprising of Shri Deepak Batra(Chairman) Shri Alok Goenka & Shri Rajiv Ranka as the members of the Committee. Thecommittee is responsible for formulating and monitoring the CSR Policy of the Company.

FINANCIAL DETAILS :

PARTICULARS Amount (In Rs )
Average Net Profit of the Company for Last Three Financial year 125326500/-
Prescribed CSR Expenditure (2% of the average net profit as computed above) 2506 530/-
Details of CSR expenditure during the Financial Year
Total Amount to be spent for the financial yer 2506 530/-
*Amount unspent if any; 2506 530/-

The Manner of the amount spent during the financial year is detailed below :

CSR project or activity identified Sector in which the project is covered Project or programs (a) local a rea or other (b) Specify the state and districtwhere projects or program was undertaken Amount outlay (budget) project or programwise Amount spent on the project or programs subheads : 1. Direct expenditure on project programs 2. Overhead Cumulative expenditur e upto the reporting period Amount spentDirect or through implementing agency
nil

*In terms of Section 135 of the Companies Act 2013 the Company need to invest X2506530/- (Rupees Twenty Five Lacs Six Thousand Five Hundred and Thirty only) into CSRactivity being Two percent (2%) of the average net profit of the Company made during thethree immediately preceding financial years.

REASON FOR NOT SPENDING THE AMOUNT PRESCRIBED IN CSR ACTIVITIES

During the year under review due to the shortfall in demand of cotton at internationallevel and uncertainty of cotton prices in domestic market the profitability of theCompany got affected. Further the Company is in the phase of expansion and had alreadymade investment in its existing and upcoming project. It has also incurred expensestowards purchasing of the machineries which were essential for enhancing theprofitability and quality of products of the Company. The above factors have resulted intotight liquidity position. As such any further outflow of funds at this stage on CSRactivity would have had adverse impact on liquidity position. In such circumstances theCompany may also face difficulty in fulfilling its financial commitments towards itsexpansion plans. To avoid such situation the Company during the year under review hasnot spent any amount towards the CSR Activities. However during the current financialyear (2015-16) the Company has invested Rs 1200000/- (Rupees Twelve Lacs only) in theCSR Activities related to the education and women empowerment upto the date of the Noticeof the Annual General Meeting ie. 25th July 2015.

CSR RESPONSIBILITIES :

We hereby affirm that the CSR Policy as approved by the Board has been implementedand the CSR Committee monitors the implementation of the CSR projects and activities incompliance with our CSR objectives.

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

(Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014)

To

THE MEMBERS

BAJAJ STEEL INDUSTRIES LIMITED

CIN- L27100MH1961PLC011936

IMAMBADA ROAD

NAGPUR-440018

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by BAJAJ STEEL INDUSTRIES LIMITED(hereinafter referred to as 'the Company'). Secretarial Audit was conducted in a mannerthat provided me/us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on my/our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of Secretarial Audit we hereby report that in my/our opinion the Company hasduring the audit period covering the Financial Year ended on 31st March 2015complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the Financial Year ended on 31st March2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company during the Audit Period);

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the Company duringthe Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and (Not applicable to the Company during the Audit Period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during the Audit Period);

(vi) Other laws applicable to the Company as per the representations made by theManagement.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange(s)During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above

We further report that The Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman thedecisions of the Board were unanimous and no dissenting views have been recorded.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period there were no specific events / actionsin pursuance of the above referred laws rules regulations guidelines etc having majorbearing on the companies affairs.

For Siddharth Sipani & Associates

Company Secretaries

Siddharth Sipani (Proprietor)

Mem. No. 28650

CP. No. 11193

Date : 20th July 2015

Place: Nagpur

ANNEXURE A

To

THE MEMBERS

BAJAJ STEEL INDUSTRIES LIMITED

CIN- L27100MH1961PLC011936

IMAMBADA ROAD

NAGPUR-440018

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

For Siddharth Sipani & Associates

Company Secretaries

Siddharth Sipani (Proprietor)

Memb. No. 28650

CP. No. 11193

Date : 20th July 2015

Place: Nagpur

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