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Beekay Steel Industries Ltd.

BSE: 539018 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE213D01015
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OPEN 198.65
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VOLUME 1289
52-Week high 198.65
52-Week low 76.65
P/E 8.68
Mkt Cap.(Rs cr) 379
Buy Price 198.65
Buy Qty 41537.00
Sell Price 0.00
Sell Qty 0.00
OPEN 198.65
CLOSE 189.20
VOLUME 1289
52-Week high 198.65
52-Week low 76.65
P/E 8.68
Mkt Cap.(Rs cr) 379
Buy Price 198.65
Buy Qty 41537.00
Sell Price 0.00
Sell Qty 0.00

Beekay Steel Industries Ltd. (BEEKAYSTEELIND) - Director Report

Company director report

TO THE SHAREHOLDERS

To

The Members of

Beekay Steel Industries Limited

Your Directors take pleasure in presenting the 35thannual report on the business andoperations of your Company together with the audited accounts of your Company for the yearended 31stMarch 2016:

FINANCIAL RESULTS

(Rs in crores)

Particulars Financial Year 2015-16 Financial Year 2014-15
Sales/Income from Operations 559.52 554.20
Profit for the Year before Interest Depreciation & Tax 66.80 62.16
Finance Cost 21.24 21.36
Depreciation 15.92 16.46
Profit Before Taxation 29.64 24.34
Provision for Tax-Current Tax 9.56 6.63
MAT Credit - -
Provision for Tax-Deferred Tax 0.76 2.11
Profit for the Year 19.32 15.59
Add/(Less): Adjustments 0.0045 0.01
Balance of Profit for the Previous Year 83.01 74.67
Balance available for appropriation 102.32 90.26
APPROPRIATIONS:
Dividend-Equity Shares 1.91 1.91
Dividend Tax 0.38 0.38
Transfer to general Reserve 5.00 5.00
Transfer to Capital Redemption Reserve - -
Balance of Profit carried over 95.03 83.01

FINANCIAL HIGHLIGHTS

During the year under review the Company achieved a gross turnover of Rs.559.52 Croresas against Rs.554.20 Crores for the corresponding period of the previous year.There is anincrease in operating EBIDTA by 7.5 % to 66.80 Crores against Rs. 62.16 Crores The netprofit after tax during the year has increased significantly to Rs. 19.31 Crores asagainst Rs15.60 Crores for the previous year registering a healthy growth of 23.78% .

The increase in EBIDTA Margin Net Profit and Profit after Tax has been achieved mainlydue to change in the product mix supported by improvements in operational efficiencies andbenefits derived from cost reduction measures.

DIVIDEND

Your Directors are pleased to recommend a dividend of 10% for the Financial Year2015-16 for the Equity Shares of the company subject to approval of the shareholders atthe ensuing Annual General Meeting. The total outgo on account of dividend will beaggregating to Rs. 228.85 Lakhs (In-taxes).

The unpaid and unclaimed dividend lying in the Unpaid Dividend Account becomes due tobe transferred to Investor Education & Protection Fund ("IEPF") after aperiod of 7 (seven) years. Your Directors therefore suggest you to claim the unpaiddividend before the last date.

The unpaid and unclaimed Dividend for the year 2007-08 has already been transferred tothe Central Government to Investor Education & Protection Fund ("IEPF") on1st December 2015. The unpaid and unclaimed Dividend for the year 2008-09 is due to betransferred to Investor Education & Protection Fund ("IEPF") by 2ndDecember 2016.

SHARE CAPITAL

The paid up equity capital as on March 31 2016 remained at Rs 190909270 comprisingof 19072052 shares of Rs 10/-each. The Company has not issued any shares during the yearunder review. The company has not issued shares with differential voting rights norgranted stock options nor sweat equity.

FINANCE

Cash and cash equivalents as at March 31 2016 was Rs.366.73 Lakhs.The companycontinues to focus on judicious management of its working capital Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.

DEPOSITS

Your Company has not accepted any deposits during the year no deposits remained unpaidor unclaimed as at the end of the year and there was no default in repayment of depositsor payment of interest thereon during the year within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014

AMOUNT TRANSFERRED TO RESERVES

The Company has transferred an amount of Rs.5.00 Crores to the General Reserves out ofthe profit for the financial year ended 31st March 2016.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

The detail of the investments made by company is given in the notes to the financialstatements.

INTERNAL FINANCIAL CONTROLS

The Company has in place an adequate and robust system for internal financial controlscommensurate with the size and nature of its business. Internal control systems areintegral to the Company’s corporate governance policy and no reportable materialweakness were observed in operations.

The internal control systems and procedures are designed to assist in theidentification and management of risks the procedure-led verification of all complianceas well as an enhanced control consciousness.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has a Corporate Social Responsibility Committee comprising of threedirectors the details of which are mentioned in the corporate governance Report whichform part of this Annual Report:

In compliance with section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the company has established CorporateSocial Responsibility (CSR) Committee and statutory disclosures with respect to CSRCommittee forms part of this Report as 'Annexure A'. The Committee met four times duringthe year to discharge its responsibilities. The CSR Policy may be accessed on theCompany’s website at the web link: https://www.beekaysteel.com .

EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act 2013 thedetails forming part of the extract of the annual return in Form No. MGT – 9 ismarked as ‘Annexure – B’ and annexed hereto and forms a part of thisreport.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the financial year2015-16 forms part of the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required by Section 134(3) (c) of the Companies Act 2013 your Directors state that:

(a) in the preparation of the annual accounts for the year ended 31st March 2016 theapplicable accounting standards have been followed with proper explanation relating tomaterial departures if any;

(b) the accounting policies adopted in the preparation of the annual accounts have beenapplied consistently except as otherwise stated in the Notes to Financial Statements andreasonable and prudent judgments and estimates have been made so as to give a true andfair view of the state of affairs of the Company at the end of the Financial Year 2015-16and of the profit for the year ended 31st March 2016;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the annual accounts for the year ended 31st March 2016 have been prepared on agoing concern basis.

(e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

(f) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Brijesh Kumar Dalmia Mr. Bhal Chandra Khaitan Mr. Ravishankar Sridharan Mr.Srikumar Banerjee Mr. Tapan Kumar Banerjee and Ms. Shyanthi Sengupta are IndependentDirectors on the Board of the Company. The Company has received declarations from all theIndependent Directors of the Company confirming that they meet the criteria ofindependence as prescribed both under the Companies Act 2013 and Securities and ExchangeBoard of India (Listing Obligations & Disclosure Requirements) Regulations 2015 (hereinafter ‘ SEBI LODR Regulations).

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Pursuant to provisions of Section 178 of the Companies Act 2013 and SEBI LODRRegulations the Board of Directors of the Company based on the recommendation of theNomination and Remuneration Committee has formulated a Remuneration Policy.

The remuneration policy of the Company inter alia includes the aims and objectivesprinciples of remuneration guidelines for remuneration to Executive Directors andNon-Executive Directors fixed and variable components in the remuneration packagecriteria 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 qualificationcharacteristics and experience. The objective is to have a Board with diverse backgroundand experience in business government academics technology human resources socialresponsibilities finance law etc. and in such other areas as may be considered relevantor desirable to conduct the Company’s business in a holistic manner.

• Independent director shall be person of integrity and possess expertise andexperience and/or someone who the Committee/Board believes could contribute to thegrowth/philosophy/strategy of the Company.

• In evaluating the suitability of individual Board Members the Committee takesinto account many factors including general understanding of the Company’s businessdynamics global business social perspective educational and professional background andpersonal achievements.

• Director should possess high level of personal and professional ethicsintegrity and values. He should be able to balance the legitimate interest and concerns ofall the Company’s stakeholders in arriving at decisions rather than advancing theinterests of a particular section.

• Director must be willing to devote sufficient time and energy in carrying outtheir duties and responsibilities effectively. He must have the aptitude to criticallyevaluate management’s working as part of a team in an environment of collegiality andtrust.

• The Committee evaluates each individual with the objective of having a groupthat best enables the success of the Company’s business and achieves its objectives.

CREDIT RATING

India Rating and Research Private Limited (Ind-Ra) a wing of international ratingagency FITCH Group has reaffirmed your company Long-TermIssuer Rating at ‘INDBBB’ with stable outlook.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the financial year were on anarm’s length basis and were in the ordinary course of business and the provisions ofSection 188 of the Companies Act 2013 are not attracted. Further there are no materiallysignificant related party transactions during the year under review.

RISK MANAGEMENT

The Company has a robust Risk Management framework to identify evaluate businessrisks and opportunities. This framework seeks to minimize adverse impact on the businessobjectives and enhance the Company’s competitive advantage. The framework alsodefines the risk management approach across the enterprise at various levels. RiskManagement forms an integral part of the Company’s planning process.

BOARD EVALUATION & CRITERIA FOR EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI LODR Regulations 2015(erstwhile Clause 49 of the Listing Agreement) the Board carried out an annualperformance evaluation of its own performance the individual Directors as well as theworking of the Committees of the Board. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non- Independent Directors was carried out by Independent Directors. Details ofthe same are given in the Report on Corporate Governance annexed hereto.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

On the recommendation of the Nomination and Remuneration Committee the Board ofDirectors of the Company during its Meeting held on 12.08.2016 has recommendedre-appointment Mr. Mukesh Chand Bansal as Managing Director of the Company for anotherterm of 5 years w.e.f. 01.01.2017. The requirement under the provisions of the CompaniesAct 2013 and the provisions of the SEBI LODR Regulations 2015 also stands complied withsuch appointments

Mr. Manav Bansal Whole time Director & CFO & Mr. Vijay Kumar BansalNon-Promoter Non-Executive Director retires from the Board by rotation and being eligibleoffers themselves for re-appointment.

The above appointments are subject to the approval of the shareholders in the ensuingAnnual General Meeting of the Company.

In view of the provisions of Section 203 of the Companies Act 2013 Shri Mukesh ChandBansal Managing Director Shri Manav Bansal Whole time Director & CFO and ShriRabindra Kumar Sahoo Company Secretary were identified as Key Managerial Personnel of theCompany.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and company’s operations in future.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with provisions of Section 177(9) of the Companies Act 2013 and SEBILODR Regulation the Company has framed a Vigil Mechanism/Whistle Blower Policy to dealwith unethical behavior actual or suspected fraud or violation of the company’s codeof conduct or ethics policy if any. The Vigil Mechanism/Whistle Blower Policy has alsobeen uploaded on the website of the Company.

PARTICULARS OF EMPLOYEES

There is no such employee in the Company the information of which is required to befurnished under provisions of the Companies Act 2013 and Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Havingregard to the provisions of Section 136 of the Companies Act 2013 the Annual Reportexcluding the aforesaid information is being sent to the members of the Company.

COMPANY’S WEBSITE

The website of your Company www.beekaysteel.com has been designed to present theCompany’s businesses up-front on the home page. The site carries a comprehensivedatabase of information including the Financial Results of your Company Shareholdingpattern Director’s & Corporate profile details of Board Committees CorporatePolicies and business activities of your Company. All the mandatory information anddisclosures as per the requirements of the Companies Act 2013 and Companies Rules 2014and as per the SEBI LODR Regulations 2015 (erstwhile Listing agreement ) has beenuploaded.

DETAILS RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is marked as ‘Annexure–C’ which is annexed hereto and forms part of the Directors’ Report.

AUDITORS & AUDITORS’ REPORT

Statutory Auditors:

The Company’s Auditors Messrs Rustagi & Associates Chartered Accountantsretire at the end of 36th Annual General Meeting of the Company and are eligible forreappointment subject to ratification at the ensuing AGM by members. The members arerequested to appoint the auditors and to fix their remuneration.

Messers Rustagi & Associates Chartered Accountants has confirmed that theirappointment is within the limits of the Section 139 of the Companies Act 2013 and hascertified that they are free from any disqualifications specified under Section 148(5) andall other applicable provisions of the Companies Act 2013.

The notes on accounts referred to in the Auditors’ Report are self-explanatoryand therefore do not call for any further comments.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed Mr. Santosh Kumar Tibrewalla Practicing Company Secretary to conductSecretarial Audit of the Company for the Financial Year 2015-16. The Secretarial AuditReport for the Financial Year ended 31st March 2016 is annexed herewith and marked as‘Annexure -D’. The Report is self-explanatory and do not call for any furthercomments.

Cost Auditors:

Pursuant to Section 148 of the Companies Act 2013 in terms of the CentralGovernment’s approval the Board of Directors on the recommendation of the AuditCommittee appointed M/s. Musib & Co. Cost Accountants as the Cost Auditor of theCompany for the year 2016-17. The remuneration proposed to be paid to the Cost Auditorrequires ratification of the shareholders of the Company. In view of this yourratification for payment of remuneration to the Cost Auditor is being sought at theensuing Annual General Meeting.

The Audit Committee has also received a Certificate from the Cost Auditors certifyingtheir independence and arm’s length relationship with the Company.

The Company submits it’s Cost Audit Report with the Ministry of CorporateAffairswithin the stipulated time period and the Cost Audit Report for the financial year 2014-15has already been filed with MCA.

CORPORATE GOVERNANCE

Your Company has initiated by providing the shareholders to avail the option ofreceiving online the requisite documents i.e. notices annual reports disclosures and allother communications by registering their e-mail Ids. For the success of ‘GreenInitiative’ as per MCA circular no. 17/2011 & No. 18/2011.

The Company continues to comply with the requirements of SEBI LODR Regulations 2015(erstwhile Clause 49 of the Listing Agreement) regarding Corporate Governance. The Reporton Corporate Governance together with a certificate from Mr. S.K. Tibrewalla PracticingCompany Secretary regarding Compliance of Conditions of Corporate Governancecertification by M.D. /CEO and the Management Discussion & Analysis Report areattached herewith which form part of this Annual Report.

STOCK EXCHANGE LISTING

The Equity Shares of your Company are listed on BSE Limited (nation-wide tradingterminal) under direct listing route the trading of shares have started w.e.f. 25thMarch 2015. The Company’s Equity Shares have already been voluntarily delisted fromthe Calcutta Stock Exchange Ltd. w.e.f. 1st April 2016 under SEBI Delisting Regulation.Vide SEBI exit notice to Kanpur Stock Exchange on June 2015; the Kanpur Stock Exchangehas stopped its operation as a Stock Exchange. The applicable annual listing fees havebeen paid to the Stock Exchange till financial year 2016-17.

CODE OF CONDUCT

The Code of Conduct for Directors KMPs and Senior Executive of the Company is alreadyin force and the same has been placed on the Company’s website: www.beekaysteel.com.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 your Company has adopted the Code of Conduct for Prevention of InsiderTrading.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with 8(3) of the Companies (Accounts) Rules 2014 regarding conservationof energy technology absorption and foreign exchange earnings and outgo are given in the‘Annexure E’ annexed hereto and forms a part of this report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the Financial Year 2015-16is prepared in compliance with the applicable provisions of the Companies Act 2013Accounting Standards and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 and forms part of this Annual Report. FormAOC-1 is annexed hereto and marked as 'Annexure F'.

DISCLOSURES AS PER APPLICABLE ACT AND SEBI LODR REGULATION:

i) Composition of Audit Committee:

The Board has constituted the Audit Committee under the Chairmanship of Mr. BhalChandra Khaitan.

Complete details of the Committee are given in the Corporate Governance Reportattached as Annexure to this Board’s Report.

ii) Post Balance Sheet events:

The Company has received contract from SAIL for Job Work of TMT Bars at Company’sNew Unit/Work at Parwada Visakhapatnam. There is no other material changes in commitmentsaffecting the financial position of the Company occurred since the end of the financialyear 2015-16.

iii) Subsidiaries Associates or Joint Ventures: Your Company has only one AssociateCompanyi.e. M/s. AKC Steel Industries Ltd. and does not have any subsidiaries or jointventures during the year under review.

iv) Nomination Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & Remuneration Committee has laiddown a

Nomination Remuneration and Evaluation Policy in compliance with the provisions ofthe Companies

Act 2013 read with the Rules made therein and SEBI (LODR) Regulations 2015. ThisPolicy is formulated to provide a framework and set standards in relation to thefollowings:

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 aDirector.

APPRECIATION

Your Directors take this opportunity to express their appreciation for the cooperationand assistance received from the Government of India; the State Governments of AndhraPradesh Tamil Nadu West Bengal and Jharkhand; the financial institutions banks as wellas the shareholders and debenture holders during the year under review. The Directors alsowish to place on record their appreciation of the devoted and dedicated services renderedby all employees of the Company.

Registered Office: For and on behalf of the Board
'Lansdowne Towers' 4th Floor For Beekay Steel Industries Ltd.
2/1A Sarat Bose Road Sd/-
Kolkata – 700 020 Suresh Chand Bansal - Executive Chairman
(DIN : 00103134)
Place : Kolkata Mukesh Chand Bansal- Managing Director
Date: 12th August 2016 (DIN : 00103098)

ANNEXURE – A TO DIRECTOR'S REPORT

THE ANNUAL REPORT ON CSR ACTIVITIES

1. Brief outline of the Company's CSR Policy:

A brief outline of the Company's CSR policy including overview of the projects orprogrammes proposed to be undertaken and reference to the web-link to the CSR policy andprojects or programmes :

In line with the provisions of the Companies Act 2013 the Company has framed its CSRpolicy for the development of programmes and projects for the benefit of weaker sectionsof the society and the same has been approved by the CSR Committee of the Board. Thoughthe Company would give preference to local area and areas around the Company for spendingthe amount earmarked for CSR it would also work for the upliftment of the underprivilegedat large. Greater emphasis is laid on the preventive health care sanitation educationwater supply agriculture cattle care environment protection and enhancing the income ofthe rural people. We have undertaken the CSR activities directly through our own staff andalso through 'Rotary Club of Calcutta' Friends of Tribal Society etc".

2. The composition of the CSR Committee is as under :

Mr. Mukesh Chand Bansal Chairman
Mr. Brijesh Kumar Dalmia Member
Mr. Manav Bansal Member
Mr. Rabindra Kumar Sahoo Secretary

3. Average net profit of the Company for last three financial years: Rs.27.18 Crores.

4. Required CSR Expenditure: Rs. 54.36 Lakhs

5. Details of CSR spend for the financial year:

a) Amount spent for the financial year: Rs. 26.23 Lakhs; (P. Year we spent Rs. 28.01Lakhs) b) Amount unspent: Rs. 28.13 Lakhs; c) Manner in which the amount spent during thefinancial year 2015-16 is detailed below

Projects programmes
Sl. No CSR Project activity identified Sector in which the project is covered 1. Local area others Amount Outlay(budget) project programme wise Amount spent on the projects programmes Sub- heads : Cumulative spend upto to the reporting period i.e. F.Y. 2015-16 Amount spent: Direct through implementing agency
2. State district (Name of the District State where project programme was undertaken (Rs. In Lakhs) 1. Direct expenditure on project programe (Rs. In Lakhs)
2. Overheads
(Rs. In Lakhs)
1 2 3 4 5 6 7 8
1 Provision of Financial Assistance of Food & Providing Education Eradication of Poverty and Promoting Education Local Area (Kolkata Subarban Areas). 2.00 2.00 2.00 Through Implementing Agency (Purvanchal Kalyan Ashram)
2 Provision of Help to Society for preventive Health Care etc Social Awareness and Preventive of Health Care Local Area (Kolkata Subarban Areas) 0.50 0.51 0.51 Through Implementing Agency (Kolkata Senior Citizens Forum)
3 Provision of Literacy Health Care and Supply of Drinking Water etc Livelihood Enhancement All States of India 10.00 10.00 10.00 Through Implementing Agency (Friends of Tribals Society)
4 Provision of Health Care & Medical Treatment of Patient Promoting Health Care Local Area (Kolkata) 5.00 5.00 5.00 Direct to Tata Medical Center
5 Provision of Health and Uplifting of Society life Livelihood Enhancement Local Area (Kolkata) 1.00 1.00 1.00 Implementing Agency (Rotary Club of calcutta Yuvis Trust)
6 Provision of Health and Uplifting of Society life Livelihood Enhancement Local Area (Visakhapatnam AP) 0.50 0.50 0.50 Implementing Agency
7 Provision of Social Business Project Socio-Economic Projects Local Area (Visakhapatnam AP) 0.20 0.11 0.11 Implementing Agency
8 Provision of School Infrastructures and Enhancement of Quality Education Promoting Social Development Local Area (Visakhapatnam AP) 3.50 3.37 3.37 Implementing Agencies
9 Provision of Help to Society for preventive Health Care etc Social Awareness and Preventive of Health Care Local Area (Jamshedpur Areas) 0.20 0.14 0.14 Direct
10 Provision of Boring of Tube Wells and Supply of Drinking Water Safe Drinking water Local Area (Chengalpet Tamilnadu) 2.50 2.35 2.35 Direct
25.40 24.98 24.98
Overhead @5% of Project Costs 1.25
Total Amount Spent on Program & Overhed During FY’16 26.23

6. Reasons for not spending the prescribed CSR expenditures: The concept of CSR hasgained prominence from all avenues. Organizations have realized that Government alonewould not been able to get success in its endeavor to uplift the downtrodden society. Evenmuch before the issue of CSR became global concern Beekay Steel Industries Limited (BSIL)was aware of its responsibility towards the society. The CSR committee of the Company hadplanned various programs/initiatives to be undertaken in line with the CSR objectives inthe last quarter of FY: 2015-16 as committed. Some projects have been identified nearCompany's Jamshedpur plant for which a few meetings with district authorities were heldfor overall development of education in the district of Seraikella & kharsawan. TheCompany is ready to spend a projected amount in the present financial year in the saidproject identified as CSR expenditure. The Company is already undergoing its CSRactivities in the areas of Visakhapatnam where its other plants are situated. Discussionwith GVMC (Greater Visakhapatnam Municipal Corporation) authorities are going on &some CSR activities are yet to be finalized with GVMC. The Company will meet its CSRexpenditure & any shortfalls in the previous years in the financial year 2016-17.

7. Responsibility Statement : It is hereby affirmed that the implementation andmonitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

Sd/- Sd/-
Place: KOLKATA Mr. Mukesh Chand Bansal Mr. Manav Bansal
Date:12.08.2016 (Chairman of CSR Committee) (Wholetime Director & CFO)
(DIN : 00103098) (DIN : 00103024)

ANNEXURE - B TO THE DIRECTORS' REPORT

Form No. MGT-9

EXTRACT OF ANNUAL RETURN as on the financial year ended on March 31 2016

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS
i) CIN L27106WB1981PLC033490
ii) Registration Date 28-03-1981
iii) Name of the Company Beekay Steel Industries Limited
iv) Category / Sub-Category of the Company Public Company / Limited by shares
v) Address of the Registered office and contact details 2/1A Sarat Bose Road Lansdowne Towers
4th FloorKolkata-700020
Tel: +91 33 30514444
Fax:+91 33 22833322
Email: contact@beekaysteel.com
vi) Whether listed company Yes / No
vii) Name Address and Contact details of Registrar and Transfer Agent if any Maheswari Datamatics Private Limited
6 Mango Lane 2nd Floor Kolkata-700001
Tel: 033 22482248 22435809/5029
Fax: +91 33 2248 4787
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company As per Attachment A
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES As per Attachment B
IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP ASPERCENTAGE OF TOTAL EQUITY)
i) Category-wise Share Holding As per Attachment C
ii) Shareholding of Promoters As per Attachment D
iii) Change in Promoters’ Shareholding As per Attachment E
iv) Shareholding Pattern of top ten Shareholders (other than Directors
Promoters and Holders of GDRs and ADRs) As per Attachment F
v) Shareholding of Directors and Key Managerial Personnel As per Attachment G
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment As per Attachment H
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL
A. Remuneration to Managing Director Whole-time Directors and/or Manager As per Attachment I
B. Remuneration to other directors As per Attachment J
C. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD As per Attachment K
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES As per Attachment L

ATTACHMENT - A

II. PRINCIPAL BUSINES ACTIVITES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany are given below :-

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

Sl. No. Name and Description of main products / services NIC Code of the Product service % to total turnover of the company
1. Steel 2714 / 2715 100

ATTACHMENT - B

III. PARTICULARS OF HOLDING SUBSIDIARY / ASSOCIATE COMPANIES

Sl. No. Name and Address of the Company CIN / GLN Holding / Subsidiary / Associate % of Shares held Applicable Section
1 A K C Steel L27109WB1957PLC023360 ASSOCIATE 27.95 2(6)
Industries Limited

ATTACHMENT - C

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding

Category of Shareholdings No. of Shares held at the beginning of the year (as on 01.04.2015) No. of Shares held at the end of the year (as on 31.03.2016) % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A1) Promoters
(a) Individual/HUF 8578408 23534 8601942 45.10 8578408 23534 8601942 45.10 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 0.00
(d) Bodies Corp. 4647408 0 4647408 24.37 4647408 0 4647408 24.37 0.00
(e) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00
(f) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (A) (1) :- 13225816 23534 13249350 69.47 13225816 23534 13249350 69.47 0.00
2) Foreign
(a) NRIs - Individuals 0 0 0 0.00 0 0 0 0.00 0.00
(b) Other - Individuals 0 0 0 0.00 0 0 0 0.00 0.00
(c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00
(d) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00
(e) Any Other.. 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (A) (2) :- 0 0 0 0.00 0 0 0 0.00 0.00
Total Shareholding of
Promoter (A) = (A)(1)+(A)(2) 13225816 23534 13249350 69.47 13225816 23534 13249350 69.47 0.00
B. Public Shareholding
1. Institutions
(a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00
(b) Banks I FI 0 0 0 0.00 0 0 0 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

0

0

0.00

0

0

0

0.000

0.00

2. Non-Institutions
(a) Bodies Corp.
(i) Indian 3530928 468348 3999276 20.97 3530967 468348 3999315 20.97 0.00
(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 9757 671622 681379 3.57 10913 671622 682535 3.57 0.00
(ii) Individual shareholders holding nominal share capitalin excess of Rs 1 lakh 837200 303804 1141004 5.98 879648 261204 1140852 5.98 0.00
(c) Others (specify)
(i)Clearing Member 1043 0 1043 0.005 0 0 0 0 0.00
Sub-total (B)(2) : - 4378928 1443774 5822702 30.53 4421528 1401174 5822702 30.53 0.00
Total Public Shareholding
(B)=(B)(1)+(B)(2) 4378928 1443774 5822702 30.53 4421528 1401174 5822702 30.53 0.00
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0.00
Grand Total (A+B+C ) 17604744 1467308 19072052 100.00 17647344 1424708 19072052 100.00 0.00

ATTACHMENT - D

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)ii) Shareholding of Promoters

Shareholding at the beginning of the year (as on 01.04.2015) Shareholding at the end of the year (as on 31.03.2016)
Sl. No. Shareholder’s Name No. of Shares % of total Shares of the Company % of Shares Pledged /I encumbered total Shares No. of Shares % of total Shares of the Company % of Shares Pledged / encumbered total Shares % change in share holding during the year
1 Suresh Chand Bansal 2013854 10.5592 0.00 2013854 10.5592 0.00 0.00
2 Basheshar Lal Bansal 1516710 7.9525 0.00 1516710 7.9525 0.00 0.00
3 Manav Bansal 1258196 6.5971 0.00 1258196 6.5971 0.00 0.00
4 Mukesh Chand Bansal 1193374 6.2572 0.00 1193374 6.2572 0.00 0.00
5 Vikas Bansal 735998 3.8590 0.00 735998 3.8590 0.00 0.00
6 Ritu Bansal 300966 1.5780 0.00 300966 1.5780 0.00 0.00
7 Gautam Bansal 262856 1.3782 0.00 262856 1.3782 0.00 0.00
8 Aruna Bansal 238398 1.2500 0.00 238398 1.2500 0.00 0.00
9 Kirti Bhagchandka 203350 1.0662 0.00 203350 1.0662 0.00 0.00
10 B.L. Bansal 169800 .8903 0.00 169800 .8903 0.00 0.00
11 Indu Bansal 163518 .8574 0.00 163518 .8574 0.00 0.00
12 Mukesh Chand Bansal 152292 .7985 0.00 152292 .7985 0.00 0.00
13 Suresh Chand Bansal 125196 .6564 0.00 125196 .6564 0.00 0.00
14 Bhawani Bansal 124800 .6544 0.00 124800 .6544 0.00 0.00
15 Krishna Kanodia 60000 .3146 0.00 60000 .3146 0.00 0.00
16 Ramniwas Kanodia 12000 .0629 0.00 12000 .0629 0.00 0.00
17 Megha Goenka 12000 .0629 0.00 12000 .0629 0.00 0.00
18 Gaurav Goenka 12000 .0629 0.00 12000 .0629 0.00 0.00
19 Usha Goenka 12000 .0629 0.00 12000 .0629 0.00 0.00
20 Bhagwati Prasad Goenka 12000 .0629 0.00 12000 .0629 0.00 0.00
21 Sarika Bansal 11100 .0582 0.00 11100 .0582 0.00 0.00
22 Gouri Dutta Bansal 9042 .0474 0.00 9042 .0474 0.00 0.00
23 Kirti Bansal 2450 .0128 0.00 2450 .0128 0.00 0.00
24 D P Agarwalla 42 .0002 0.00 42 .0002 0.00 0.00
25 Concast Steels And Alloys Limited 2129754 11.1669 0.00 2129754 11.1669 0.00 0.00
26 Century Vision Pvt. Ltd. 1060938 5.5628 0.00 1060938 5.5628 0.00 0.00
27 Manvik Estates Pvt. Ltd. 754920 3.9583 0.00 754920 3.9583 0.00 0.00
28 Tirumala Holdings Pvt. Ltd 559596 2.9341 0.00 559596 2.9341 0.00 0.00
29 Emerald Suppliers Pvt Ltd 142200 .7456 0.00 142200 .7456 0.00 0.00
TOTAL 13249350 69.4699 0.00 13249350 69.4699 0.00 0.00

ATTACHMENT - E

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(iii) Change in Promoters' Shareholding

Sl. Shareholding at the beginning of the year (as on 01.04.2015) Cumulative Shareholding during the year (as on 01.04.2015 to 31.03.2016)
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 13249350 69.47 – – – –
2 Date wise Increase /Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease

No change during the year

3 At the end of the year 13249350 69.47 13249350 69.47

ATTACHMENT - F

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs) :

Shareholding Increase/ Cumulative Shareholding during the year (01.04.15 to 31.03.16)
Sl. No. Name No.of Shares at the beginning (01.04.14) Iend of the year (31.03.16) % of total shares of the Company Date Decrease in shareholding Reason No. of Shares % of total shares of the Company
1 JYOTIRMAY TRADING PRIVATE LIMITED 2457678 12.8863 01.04.2015 NA Nil movement during the year

2457678

12.8863

2457678

12.8863

31.03.2016

2 APEX ENTERPRISES (INDIA )LIMITED 307992 1.6149 01.04.2015 NA Nil movement during the year 307992 1.6149
307992 1.6149 31.03.2016
3 SUN STAR BUSINESS PVT LTD 275802 1.4461 01.04.2015 NA Nil movement during the year 275802 1.4461
275802 1.4461 31.03.2016
270000 1.4157 01.04.2015 Nil movement during the year 270000 1.4157
4 IDEAL GOODS AND SERVIVES PVT LTD 270000 1.4157 31.03.2016 NA
224074 1.1749 01.04.2015 Nil movement during the year

224074

1.1749

5 VAISHALAI RASAYANS PVT LTD 224074 1.1749 31.03.2016 NA
171546 .8995 01.04.2015 Nil movement during the year 171546 .8995
6 BABBU COMMERCIALS PVT LTD 171546 .8995 31.03.2016 NA
171184 .8976 01.04.2015 Nil movement during the year

171184

.8976

7 ESTELLE CONSULTANT PVT LTD 171184 .8976 31.03.2016 NA
4.1946 01.04.2015 Nil movement during the year
8 KANTA AGARWAL 800000 NA
800000 4.1946 31.03.2016 800000 4.1946
9 PRACHI JINDAL 97998 5138
97998 .5138 01.04.2015 NA Nil movement during the year .5138
87282 .4576 31.03.2016 Nil movement during the year 97998
10 RITESH JINDAL 01.04.2015
87282 .4576 31.03.2016 NA 87282 .4576

ATTACHMENT - G

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (v)Shareholding of Directors and Key Managerial Personnel :

Sl. No. Name of the Director Shareholding 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
A. DIRECTORS :
1 Shri Suresh Chand Bansal 2139050 11.2156 2139050 11.2156
As on 01.04.2015 & 31.03.2016
2 Shri Mukesh Chand Bansal 1345666 7.0557 1345666 7.0557
As on 01.04.2015 & 31.03.2016
3 Shri Vikas Bansal 735998 3.8590 735998 3.8590
As on 01.04.2015 & 31.03.2016
4 Shri Manav Bansal 1258196 6.5971 1258196 6.5971
As on 01.04.2015 & 31.03.2016
5 Shri Gautam Bansal 262856 1.3782 262856 1.3782
As on 01.04.2015 & 31.03.2016
6 Shri Vijay Kumar Bansal 0 0.00 0 0.00
As on 01.04.2015 & 31.03.2016
7 Shri Brijesh Kumar Dalmia 0 0.00 0 0.00
As on 01.04.2015 & 31.03.2016
8 Shri Bhal Chandra Khaitan 0 0.00 0 0.00
As on 01.04.2015 & 31.03.2016
9 Shri Ravishankar Sridharan 0 0.00 0 0.00
As on 01.04.2015 & 31.03.2016
10 Shri Srikumar Banerjee 0 0.00 0 0.00
As on 01.04.2015 & 31.03.2016
11 Shri Tapan Kumar Banerjee 0 0.00 0 0.00
As on 01.04.2015 & 31.03.2016
12 Smt. Shyanthi Sengupta 0 0.00 0 0.00
As on 01.04.2015 & 31.03.2016

 

B. KEY MANAGERIAL PERSONNEL (KMP) :
1 Shri Mukesh Chand Bansal 1345666 7.0557 1345666 7.0557
As on 01.04.2015 & 31.03.2016
2 Shri Manav Bansal 1258196 6.5971 1258196 6.5971
As on 01.04.2015 & 31.03.2016
3 Shri Rabindra Kumar Sahoo 0 0.00 0 0.00
As on 01.04.2015 & 31.03.2016

ATTACHMENT - H

V. INDEBTNESS

Indebtness of the company including interest outstanding or accrued but not due forpayment

(Amount in Rs )

Secured Loans Excluding Deposits Unsecured Loans Deposits Total Indebtness
Indebtness at the beginning of the financial year
i) Principal Amount as on 1.04.2015 11670659777 503550000 0 1670615977
ii) Interest due but not paid 0 70112342 70112342
iii) Interest accrued but not due as on 1.04.2015 0 0 0 0
TOTAL (i+ii+iii) 11670659777 573662342 0 1740728319
Change in Indebtness during the financial year *
ADDITION 95440423 (194194660) 0 (98754237)
REDUCTION 0 0 0 0
Exchange Difference 0 0 0 0
Net Change 95440423 (224194660) 0 (98754237)
Indebtness at the end of the financial year
i) Principal Amount as on 31.03.2016 1262506400 379467682 0 1641974082
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due as on 31.03.2016 0 0 0 0
TOTAL (i+ii+iii) 1262506400 379467682 0 1641974082

Note : Loan & Interest in Foreign currency is considered at closing Rate forrespective years. * Including refinance of foreign currency term loan.

ATTACHMENT - I

(VI) DETAILS OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

A. Remuneration to Managing Director Whole-time Directors andIor Manager :

Name of MD / WTD / MANAGER
Sl. No. Particulars of Remuneration Mr. Suresh Chand Mr. Mukesh Mr. Vikas Bansal Mr.Manav Bansal Mr. Gautam Total
Bansal ( Executive Chairman) Chand Bansal (Managing Director) (Executive Director) (Whole-time Director & CFO) Bansal (Whole Time Director ) Amouont (Rs in Lakhs)
1 Gross salary
(a) Salary as per provisions contained in section17(1) of the Income-tax Act 1961 71.18 51.11 43.95 36.25 27.50 229.99
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961 0.00 0.00 0.00 0.00 0.00 0.00
(c) Profits in lieu of salary under section 17(3) of the 0.00 0.00 0.00 0.00 0.00 0.00
Income- tax Act 1961
2 Stock Option 0.00 0.00 0.00 0.00 0.00 0.00
3 Sweat Equit 0.00 0.00 0.00 0.00 0.00 0.00
4 Commission
- as % of profit
- others 0.00 0.00 0.00 0.00 0.00 0.00
5 Others please specify 0.00 0.00 0.00 0.00 0.00 0.00
Total (A) 71.18 51.11 43.95 36.25 27.50 229.99

 

Ceiling as per the Act The remuneration is well within the limits prescribed under the Companies Act 2013.

ATTACHMENT - J

(VI) DETAILS OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

B. Remuneration to other directors :

1. Independent Directors :

NAME OF THE DIRECTORS

Particulars of Remuneration

Shri Bhal Chandra Khaitan

Shri Brijesh Kumar Dalmia Shri Ravishankar Sridharan Shri Srikumar Banerjee Shri Tapan Kumar Banerjee

Smt. Shyanthi Sengupta

Total (Rs in Lakhs)
• Fee for attending board committee meetings 0.24 0.38 0.12 0.12 0.14 0.14 1.14
• Commission 0 0 0 0 0 0 0
• Others 0 0 0 0 0 0 0
Total (B)(1) 0.24 0.38 0.12 0.12 0.14 0.14 1.14

2. Other Non-Executive Directors

Particulars of Remuneration Name of Director Total
Shri Vijay Kumar Bansal
• Fee for attending board committee meetings 0.04 0.04
• Commission 0.00 0.00
• Others 0.00 0.00
Total (B)(2) 0.04 0.04

Total (B)=(B1)+(B2) = Rs 1.18 lakhs

ATTACHMENT - K

(VI) DETAILS OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(iv) Remuneration to Key Managerial Personnel other than MD/Manager/WTD :

Sl. No. Particulars of Remuneration Shri Mukesh Chand Bansal (MD) Key Managerial Personnel Shri Manav Bansal (Whole time Director & Chief Financial Officer) Shri Rabindra Kumar Sahoo (Company Secretary) Total Amount
1. Gross salary
(a) Salary as per provisions contained in section17 (1) of the Income-tax Act 1961 AS MENTIONED AS MENTIONED 8.95 8.95
(b) Value of perquisites uIs 17(2) Income-tax Act 1961 IN ATTACHMENT IN ATTACHMENT 0.00 0.00
(c) Profits in lieu of salary under section17(3) I I 0.00 0.00
Income-tax Act 1961
2. Stock Option 0.00 0.00
3. Sweat Equity 0.00 0.00
4. Commission 0.00 0.00
- as % of profit
- others
5. Others please specify 0.00 0.00
Total 8.95 8.95

ATTACHMENT - L

(VII) DETAILS OF PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES :

There are no penalties / punishment / Compounding of Offences during the period underreview.

ANNEXURE - C TO THE DIRECTORS' REPORT

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014 i) The percentage increase in remuneration of each DirectorChief Financial Officer and Company Secretary during the financial year 2015-16 the ratioof the remuneration of each Director to the median remuneration of the employees of theCompany for the financial year 2015-16:

Sl. No. Name of Director / KMP and Designation Remuneration of Director/ KMP for financial year 2014-15 % increase in Remuneration in the financial year 2014-15 Ratio of remuneration of each Director/ to median remuneration of employees
(Rs. in lakhs)
1 Shri Suresh Chand Bansal 71.18 21.34% 59.32:1
Executive Chairman
2 Shri Mukesh Chand Bansal 51.11 30.38% 42.59:1
Managing Director
3 Shri Vikas Bansal 49.95 29.30% 36.62:1
Executive Director
4 Shri Manav Bansal 36.25 36.33% 30.21:1
Wholetime Director & C FO
5 Shri Gautam Bansal 27.50 52.52% 22.92:1
Whole Time Director
6 Shri Rabindra Kumar Sahoo 08.95 NA* NA*
Company Secretary

*Shri Rabindra Kumar Sahoo appointed to the post of Company Secretary with effect from22.12.2014

Note: No other Director other than the Managing Director Executive Chairman ExecutiveDirector Whole time Directors received any remuneration other than sitting fees duringthe financial year 2015-16.

ii) The median remuneration of employees of the Company during the financial year wasRs.1.20 lakhs iii) In the financial year there was an increase of 11.11 % in the medianremuneration of employees; iv) There were 465 permanent employees on the rolls of Companyas on March 31 2016. v) Average percentage increase made in the salaries of the employeesother than the managerial personnel in the financial year 2015-16 was 10.05 % whereas theincrease in the managerial remuneration for the same financial year was 33.98 %. vi) It ishereby affirmed that the remuneration paid during the year ended 31st March 2016 as perthe Remuneration Policy of the Company.

Statement pursuant to Rule 5(2) & 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel ) Rules 2014 :

List of Top 10 Employees interms of Remuneration drawn:

Sl. No. Name Designation Qualification Date of Commencement of Employment Age Remuneration 2015-16 Expe- rience Last employment held
1 BIPIN SRIVASTAVA Executive - Production & Administration Graduate

14.03.2011

43

968781

20

-
2 RABINDRA KUMAR SAHOO Company Secretary B.COM(H) M.COM LLB FCS 22.12.2014 47 894686 20 AKC Steel Industries Limited
3 ACHHELAL YADAV Foreman-Production - 01.02.2002 60 845292 32
4 ANJAN KAR Manager-Business M.A (Economics) & 03.11.2014 53 788674 24 SMPL
Development MBA(Marketing) Infrastructure Limited
5 PRASUN DAS AGM-Accounts MBA(Finance) CA Inter 04.10.2010 48 764899 25 SHELL PLC U.K. INC
6 RAJESH PATODIA Sr. Manager Chartered Accountant 01.11.2007 39 699984 15 MEGHALAYA Cement Ltd.
(Finance & Accounts)
7 D VENKATESWARA RAO Sr. Manager (HR & Admin) MBA (HR) 01.04.2013 54 686310 23 Maa Mahamaya
Industries Limited
8 ANUP KUMAR SHAW Manager-Accounts Chartered Accountant 03.08.2009 37 656088 11 Enfield Ispat Limited
(Sonthalia Group)
9 UMA SHANKAR SINGH Foreman - 01.12.1999 54 639500 30 -
10 CHANDER SHEKHAR SAINI Foreman - 03.12.1988 62 629988 32 -

ANNEXURE - D TO THE DIRECTORS' REPORT

SECRETARIAL AUDIT REPORT

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

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2016

To

The Members

Beekay Steel Industries Ltd.

2/1A Sarat Bose Road

Lansdowne Towers 4th Floor

Kolkata – 700 020.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Beekay Steel IndustriesLtd. (hereinafter called 'the Company') bearing CIN: L27106WB1981PLC033490. SecretarialAudit was conducted in a manner that provided me a reasonable basis for evaluating thecorporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the M/s. Beekay Steel Industries Ltd. books papers minutebooks forms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I hereby report that in my opinion the Companyhas during the audit period covering the financial year ended on 31st March 2016complied 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 : I have examined the books papers minutebooks forms and returns filed and other records maintained by M/s. Beekay SteelIndustries Ltd. ("the Company") for the financial year ended on 31st March2016 to the extent Acts / provisions of the Acts applicable according to the provisionsof :

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 made thereunderto theextent of

Foreign Direct Investment Overseas Direct Investment and External CommercialBorrowings;

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

(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;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(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;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 ; and

(i) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

vi. I further report that having regards to compliance system prevailing in theCompany and on examination of the relevant documents and records in pursuance thereof ontest check basis and on representation made by the Company and its officers forcompliances under other applicable Acts laws and Regulations to the Company the Companyhas complied with the laws including the laws specifically applicable to the Company asgiven in Annexure 1.

I 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 Agreement entered into by the Company with the Calcutta Stock ExchangeLimited U.P. Stock Exchange Limited and BSE Limited.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above. I further reportthat -The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. There is no changein the composition of the Board of Directors during the period under review and thecomposition of Board of Directors of the Company is in conformity with the provisions ofthe 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.

Majority decision is carried through while the dissenting members' views if any arecaptured and recorded as part of the minutes.

I 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. I further report that during theaudit period the Company has the following reportable specific events actions having amajor bearing on the Company's affairs in pursuance of the laws rules regulationsguidelines standards etc. referred to above : -a. Exit order issued by SEBI to the U.P.Stock Exchange Kanpur in June 2015 by virtue of which the said Stock

Exchange has ceassed to be operative and consequently the Company ceassed to continueto be listed with the U.P. Stock Exchange. b. The Company had applied for voluntarydelisting from The Calcutta Stock Exchange Limited and accordingly the Company wasdelisted from the said Stock Exchange w.e.f. 1st April 2016.

SANTOSH KUMAR TIBREWALLA
5A N.C. Dutta Sarani (Formely Clive Ghat Street)
3rd Floor Kolkata – 700 001
Phone : 3022-9082/ 40054842
email : santibrewalla@rediffmail.com
Sd/-
Place: Kolkata Santosh Kumar Tibrewalla
(Name of Company Secretary in practice)
Date: 29.07.2016 FCS No.: 3811
C P No.: 3982

ANNEXURE - I

List of Other applicable laws to the Company

1. Factories Act 1948 and allied State Laws ;

2. Payment of Wages Act 1936 ;

3. Minimum Wages Act 1940 ;

4. ESI Act1948 ;

5. Gratuity Act 1972 ;

6. Bonus Act 1965 ;

7. W.B. Profession Tax Act 1979 ;

8. Workmen Compensation Act 1923 ;

9. Contract Labour (Regulation & Abolition) Act 1970 ;

10. Apprentices Act 1961 ;

11. Industrial Employment (Standing Order) Act1946 ;

12. West Bengal Fire & Emergency Services Act 1950 ;

13. Interstate Migrant Workmen ( Regulation of Employment & Condition of Services)Act 1979 ;

14. Air (Prevention & Control of Pollution) Act 1981 and the rules and standardsmade thereunder ;

15. Water (Prevention & Control of Pollution) Act 1974 and rules made thereunder ;

16. Employees Provident Fund & Misc. Provisions Act 1952 ;

17. West Bengal Shop & Establishment Act 1964 ;

18. The Central Excise Act 1944 ;

19. Employment Exchange (Compulsory Notification of Vacancies) Act 1959 ;

20. Equal Remuneration Act 1976 ;

21. Personal Injuries Compensation Act 1963 ;

22. Indian Fatal Accidents Act 1855 ;

23. Hazardous Wastes ( Management and Handling) Rules 1989 ;

24. Environment Protection Act 1986 ;

25. Employer's Liability Act 1938 ;

26. Kolkata Municipal Corporation Act 1980 ;

27. Negotiable Instruments Act 1881 ;

28. Information Technology Act 2000 ;

29. Income Tax Act 1961 etc.

ANNEXURE - E TO THE DIRECTORS’ REPORT

Particulars pursuant to the provisions of Section 134 (3) (m) of the Companies Act2013 and rule 8(3) of the Companies (Accounts) Rules 2014:

A) Conservation of Energy -

(i) Steps taken or impact on conservation of energy

The Company has the most modern plant having inbuilt features for minimum energyconsumption. Energy saving devices/equipments are installed to ensure saving in powerconsumption. For reduction in opearating cost and better fuel efficency we haveimplementated Bosch make "Pulverising & Feeding Equipment" in our Jamshedpurunit.

(ii) Steps taken by the Company for utilizing alternate sources of energy

The Company is in the process of evaluating installation of Solar Power Plant of 10-20MW. Power generated from this unit will be exchanged with the power consumed at our allunits in Andhra Pradesh. As a measure of cost cutting the company has used furnace oilwhen the price of coal in the market was high and subsequently switched to coal when theprice of oil was high which result to conservation of energy and proper utilization ofresources.

(iii) Capital investment on energy conservation equipments

Not ascertainable.

B) Technology Absorption -

(i) Efforts made towards technology absorption: upgradation/modernization of the plantsand best technologies is absorbed and adapted to Indian working conditions to increasemill productivity improvement in yield and product quality.

(ii) Benefits derived like product improvement cost reduction product development orimport substitution: The Company is constantly endeavouring to bring about furtherdevelopment in the product.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- }
a) Details of technology imported } N.A.
b) Year of import }
c) Whether the technology been fully absorbed }
d) If not fully absorbed areas where absorption has not taken place reasons thereof: and }

(iv) the expenditure incurred on Research and Development

Expenses incurred are charged to respective heads are not allocated separately.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign exchange earned in terms of actual cash inflows during the year and theForeign exchange outgo during the year in terms of actual outflows is as follow –

2015-16 2014-15
(Rs.in lakhs) (Rs in lakhs)
Total Foreign Exchange Used and Earned :
Earned (F.O.B.) 2678.13 3682.98
Used 15.76 3870.82

ANNEXURE – F TO THE DIRECTORS' REPORT

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014) Statement containing salient features of the financialstatement of subsidiaries or associate companies or joint ventures.

Statement containing salient features of the financial statement of subsidiaries orassociate companies or joint ventures

Part A Subsidiaries

1. Names of subsidiaries which are yet to commence operations - Not Applicable

2. Names of subsidiaries which have been liquidated or sold during the year - NotApplicable

Part B Associates and Joint Ventures:

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

Name of Associates or Joint Ventures Name : Associate
AKC Steel Industries Ltd
1. Latest audited Balance Sheet Date 30.05.2016
2. Date on which the associate or joint venture was associated or acquired 01.04.1998
3. Shares of Associate or Joint Ventures held by the company on the year end No. 27.95%
Equity – 1160000 of
Rs. 10/- each
Amount of Investment in Associates or Joint Venture Rs. 2320000/-
Extend of Holding (in percentage) 27.95% - Equity
4. Description of how there is significant influence Holding more than 20% of total share capital pursuant to Section 2(6) of Companies Act 2013
5. Reason why the associate/joint venture is not consolidated N.A.
6. Net worth attributable to Shareholding as per latest audited Balance Sheet Rs. 1.5456247.00
7. Loss for the year Rs. 1062838/-
i. Considered in Consolidation Yes
ii. Not Considered in Consolidation N.A.

Other information :

1. Names of associates or joint ventures which are yet to commence operations - NotApplicable

2. Names of associates or joint ventures which have been liquidated or sold during theyear - Not Applicable

For and on behalf of the Board
For Beekay Steel Industries Limited
Sd/-
Suresh Chand Bansal - Executive Chairman
(DIN : 00103134)
Mukesh Chand Bansal- Managing Director
Place : Kolkata (DIN : 00103098)
Dated : 12.08.2016 Manav Bansal- Wholetime Director & CFO
(DIN : 00103024)
Rabindra Kumar Sahoo- Company Secretary