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Bengal Steel Industries Ltd.

BSE: 512404 Sector: Metals & Mining
NSE: N.A. ISIN Code: N.A.
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Bengal Steel Industries Ltd. (BENGALSTEEL) - Director Report

Company director report


To the Members

Your Directors have pleasure in presenting their 67th Annual Report together with theAudited Accounts of the company for the Financial year ended 31st March 2014.

2013 - 2014 2012 - 2013
(Rs) ( Rs )
Total Revenue 4800000 4802100
Profit before Depreciation 826393 3831743
Less : Depreciation 160215 206528
Net Profit before Taxation 666178 3625215
Less : Provision for Taxation 32000 585000
Net Profit after Taxation 634178 3040215
Add : Balance Brought forward 38691295 35651080
Balance Carried Forward to Balance Sheet 39325473 38691295


In the light of challenging business conditions the working results of your Companyduring Financial year ended on 31st March 2014 was satisfactory.


The Directors have considered to plough back the profit in business for betterfinancial strength and as such they have not recommended any dividend for the year underreview.


Management Discussion and Analysis Report for the year under review as stipulated inclause 49 of the Listing Agreements with the Stock Exchanges is appended below:


The Company is engaged in the business of Investment Finance Steel Fabrication andAllied Services. The manufacturing unit is located at Kolkata. Arrangements are in hand todiversify its line of business for the future growth and prosperity.


Your Directors sincerely feel that operations of your Company in the business ofInvestment Finance and Other services will start showing signs of improvement. Steps arein hand to achieve further improvements in its business.


Your Company’s objective is to effect Continuous improvement in its business.However the main causes of concern of your company in the years to come are:

i) Reduction in the industrial growth rate.

ii) Uncertain Government policy in use.


The Company has Internal control procedures commensurate with the nature of itsbusiness and size of its operations. The objectives of these procedures are to ensureefficient use and protection of Company’s resources accuracy in financial reportsand due compliance of applicable statutes and Company’s norms policies andprocedures.

The Internal Audit Report the progress in implementation of recommendations containedin such reports and the adequacy of Internal Control Systems are reviewed by the AuditCommittee of the Board in its periodical meetings.


The Industrial Relations were cordial during the year under review. At all levelsemployees of the Company are fully committed to the growth of the Company and there was noloss of work due to any Industrial relation problem during the year.


The Principles of Good Corporate Governance through professionalism accountabilitytransparency trusteeship and control have always been followed by your Company and it hascomplied with all the applicable provisions of Corporate Governance as per clause 49 ofthe Listing Agreements with the Stock Exchanges.

A separate Report on Corporate Governance as prescribed by the Listing Agreements formspart of the Annual Report 2013-14 along with the Auditor’s Certificate on itscompliance in Annexure "A".


Mr. V. N. Agarwal Director retires by rotation at the ensuing Annual General Meetingand being eligible offers himself for re-appointment.


Pursuant to the requirement of Section 217(2AA) of the Companies Act 1956 theDirectors state as follows:-

i) That in the preparation of the Annual Accounts for the Financial year ended 31stMarch 2014 the applicable accounting standards had been followed along with properexplanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of your company at the end of theFinancial year and of the profit or loss of your company for that period;

iii) That the Directors had taken proper and sufficient care to the best of theirknowledge and ability for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act 1956.

They confirm that there are adequate systems and controls for safeguarding the assetsof your company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the Annual Accounts for the Financial year ended31st March 2014 on a "going concern" basis.


M/s J. N. Banerjee & Co. Chartered Accountants Auditors of the Company holdoffice till the conclusion of this Annual General Meeting. They have expressed theirwillingness to continue as the Statutory Auditors of the Company if so reappointed andhave furnished to the Company the requisite certificate to the effect that theirreappointment if effected would be within the limits prescribed under section 224(1B) ofthe Companies Act 1956. Accordingly approval of the Shareholders will be sought at theensuing Annual General Meeting of the Company to the re-appointment of and remunerationpayable to M/s J. N. Banerjee & Co. Chartered Accountants as Statutory Auditors tohold office from the conclusion of this Annual General Meeting till the conclusion of nextAnnual General Meeting.


As regards the observations made by the Statutory Auditor’s in their Report yourDirectors are of the opinion that:

i) Value of Land & Building could not be segregated in absence of adequate detailsand without incurring huge expenses.

ii) As per Management opinion there is no impairment loss due to discontinuation ofoperation and disposal of fixed assets of ingot plant.

iii) In the opinion of the Management diminution in market value of investments heldat costs are temporary in nature.


The provisions of Section 58A of the Companies Act 1956 and the rules framedthereunder in respect of acceptance of deposits are not applicable to your Company.


Disclosures in terms of sub-section (2A) of section 217 of the Companies Act 1956 readwith the Companies (Particulars of Employees) Rules 1975 are not applicable to yourCompany.


The provisions of Section 217(1)(e) of the Companies Act1956 read with the Companies(Disclosure of Particulars in the Report of Board of Directors) Rules 1988 in respect ofConservation of Energy Technology Absorption & Foreign Exchange Earnings and Outgoare not applicable during the year under review.


Your Company has formulated Code of Conduct which applies to Board Members and SeniorManagement Personnel of the Company. Confirmations towards adherence to the Code duringthe Financial year 2013-14 have been obtained from all the Board members and SeniorManagement Personnel in terms of the requirements of Clause 49 of the Listing Agreementand a declaration relating to compliance of this code during the year under review by allBoard members and Senior Management Personnel has been given by the Director of theCompany which accompanies this report.


Your Directors would like to thank shareholders bankers and all other businessassociates for the continuous support given by them to the Company and their confidence inits management.

Place: Kolkata K. K. GANERIWALA
Date: 30th May 2014 DIRECTORS



The Directors present the Company’s Report on Corporate Governance :


Corporate Governance is based on the principles of integrity fairness equitytransparency accountability and commitment to values. Good Governance practices stem fromculture and mind set of the organization. As stakeholders across the country evidence keeninterest in the practices and performance of Companies Corporate Governance has emergedon the centre stage.

The Company has always believed in conducting its affairs in a fair and transparentmanner and in maintaining the highest ethical standards in its dealings with all itsconstituents. It aims to constantly review its systems and procedures at all levels toachieve the highest level of Corporate Governance in the overall interest of all theShareholders.

In terms of Clause 49 of the Listing Agreements with the Stock Exchanges the detailsof compliances made by the Company for the year ended 31st March 2014 are as follows:


The Board of Directors is the apex body constituted by the shareholders for overseeingthe overall functioning of the Company. The Board provides and evaluates the strategicdirection of the Company management policies and their effectiveness and ensures thatlong term interests of the shareholders are being served. The Board of Directors of yourCompany comprises of Non-Executive and Independent Directors. As on 31st March 2014 theBoard consists of Four Directors out of which one is Non-Executive Independent Director.Directors are persons with experience and expertise in Business Industry Finance andLaw.

Mr. K. K. Ganeriwala is the Independent Director of the Company.

The Composition of the Board and the category of Directors as on 31.03.2014 are asfollows:-

Sl. No. Category No. of Directors % of Total No. of Directors
1. Non-Executive Director & Promoter 2 50.00
2. Non-Executive & Independent Director 1 25.00
3. Non-Executive Director 1 25.00
TOTAL 4 100.00

The further details relating to the Composition of the Board as on 31.03.2014 are asfollows :

Sl. No. Name of the Board Members Category No. of other Directorships (including all Indian and Foreign Companies ) No. of other Board Committee(s) of which he is a Member No. of other Board Committees of which he is a Chairperson
1. Mr. V. N. Agarwal Non - Executive Director & Promoter 14 6 2
2. Mr. Prakash Agarwal Non - Executive Director & Promoter 22 7
3. Mr. K.K. Ganeriwala Non - Executive Independent Director 21 9 4
4. Mr. G.K. Agarwal Non - Executive & Director 6

Mr. Prakash Agarwal is the son of Mr. V.N. Agarwal.


(i) During the Financial Year 2013-14 Four Board Meetings were held on:-

15th May 2013 8th August 2013 7th November 2013 and 31st January 2014.

(ii) Details of Attendance record of the Directors at the Board Meetings and the lastAnnual General Meeting are as follows:

Name of the Board Members No. of Board Meetings Attended Attendance at the last AGM held on 26th July 2013
Mr. V.N. Agarwal 4 Yes
Mr. Prakash Agarwal 4 Yes
Mr. K.K. Ganeriwala 4 Yes
Mr. G.K. Agarwal 4 Yes


Details of remuneration paid/payable to Directors are as under:-

• No Commission is payable to any Director.

• Apart from sitting fees no other remuneration is paid/payable to theNon-Executive Directors.

• Sitting fees paid/payable to Non-Executive Directors during the Financial yearended 31.03.2014 are as follows:-

Name of the Director Sitting Fees paid
Mr. V. N. Agarwal Rs. 4000/-
Mr. Prakash Agarwal Rs. 4000/-
Mr. K. K. Ganeriwala Rs. 4000/-
Mr. G. K. Agarwal Rs. 4000/-


i) The Company’s Governance policy requires the Board to meet at least four timesin a year with a time gap between any two Board Meetings not exceeding four months.

ii) In terms of Company’s Corporate Governance Policy all statutory significantand material information are placed before the Board to enable it to discharge itsresponsibility.

iii) The Internal Guidelines for Board Meetings facilitate the decision making processat the Meeting of the Board in an informed and efficient manner.


Meetings are governed by structured Agenda. The Board Members in consultation with theChairman may bring up any matter for the consideration of the Board.


Apart from the items that are required to be placed before the Board for its approvalboth under the statutes and the Governance policy the following are also tabled for theBoard’s periodic review and information.

i) Quality performance against plan

ii) Treasury Policy

iii) Internal Audit Findings

iv) Status of business risk exposure and its management

v) Write offs/disposals

vi) Significant Court judgment and order

vii) Terms of reference of Board Committees


(i) The Members of the Board have been provided with the requisite information asrequired by Annexure 1A to Clause 49 of the Listing Agreements well before the BoardMeetings and the same were dealt with appropriately.

(ii) All Directors who are in various committees are within the permissible limits asstipulated in Clause 49(IC) of the Listing Agreements. The Directors have intimated fromtime to time about their Memberships/ Chairmanships in various Committees in otherCompanies.


The Governance process in the Company includes an effective post-meeting follow upreview and reporting process for action taken/pending on decision of the Board/BoardCommittees.


Currently there are two Board Committees – the Audit Committee and InvestorsGrievance Committee. The Terms of reference of the Board Committees are determined by theBoard from time to time. Meetings of each Board Committee are convened by the respectiveCommittee Chairman. Signed minutes of Board Committee meetings are placed at the BoardMeetings for the information of the Board.


Audit Committee of the Board inter alias provides re-assurance to the Board on theexistence of an effective internal control environment that ensures:

(a) Overseeing the Company’s financial reporting process and the disclosures ofits financial information to ensure that the financial statements are correct sufficientand creditable.

(b) Compliance with Stock Exchange formalities and legal requirements concerningfinancial statements.

(c) Recommending to the Board the appointment/re-appointment of Statutory Auditorsfixation of their Audit Fees and approving payments made for any other services renderedby them.

(d) Reviewing with the Management the Quarterly and the Annual Financial Statementsbefore submission to the Board for approval.

(e) Reviewing with the management the performance of the Statutory Auditors and theadequacy of internal control function.

(f) Reviewing the internal audit function and the progress in the implementation ofrecommendations contained in the Internal Audit Report.

(g) Efficiency and effectiveness of operations.

(h) Safeguarding of the assets and adequacy of provision for all liabilities.

(i) Reliability of financial and other management information and adequacy ofdisclosures. (j) Compliance with all relevant statutes.

(k) Discussion with the Statutory Auditors before the audit commences about the natureand scope of audit as well as post-audit discussions to ascertain any area of concern.

(l) Reviewing of the Statement of Related Party transactions as submitted by theManagement.

The Composition of the Audit Committee and the Attendance of the Members at the AuditCommittee Meetings during the Financial year ended 31.03.2014 are furnished below:-

Name of the Director No. of meetings attended Chairman/ Member Category
Mr. K. K. Ganeriwala 4 Chairman Non-Executive & Independent
Mr. V. N. Agarwal 4 Member Non-Executive & Promoter
Mr. G. K. Agarwal 4 Member Non-Executive


The Investors’ Grievance Committee oversees redressal of Shareholders/ Investorgrievances relating to transfer of shares non-receipt of Balance Sheet etc.

The Investors’ Grievance Committee consists of Mr. K. K. Ganeriwala and Mr.Prakash Agarwal of which Mr. K. K. Ganeriwala is the Chairman.

Ms. Ranu Dey Company Secretary acts as the Compliance Officer of the Company.

Duringtheyearended31stMarch2014nocomplaints/querieswerereceivedandnocomplaint/querywaspending to be resolved as on 31st March 2014. There were no transfer of shares pendingfor registration as on 31st March 2014 and all transfers had been effected within a periodof 15 days from the date of their lodgement.

10) GENERAL MEETINGS i) Details of Annual General Meeting (AGM) held in the lastthree years are as under :

Financial Year Location Date Time
2012 - 2013 Registered Office at : 26th July 2013 11.00 a.m.
Trinity Plaza 3rd Floor
84/1A Topsia Road (South)
2011 - 2012 Registered Office at : 31st August 2012 11.00 a.m.
Trinity Plaza 3rd Floor
84/1A Topsia Road (South)
2010 - 2011 Registered Office at : 16th September 2011 11.00 a.m.
Trinity Plaza 3rd Floor
84/1A Topsia Road (South)


ii) Whether any Special Resolutions were passed in the previous Three AGMs No
(iii) Whether Special Resolutions were put through Postal Ballot last year No
(iv) Are Special Resolutions proposed to be put through Postal Ballot this year No
(v) Procedure to be followed for Postal Ballot (if applicable) In accordance with the provisions of Section 192A of the Companies Act 1956 read with the Rules made thereunder and guidelines issued by the Institute of Company Secretaries of India.


i) There are no materially significant transactions with the Related Parties viz.Promoters Directors or the Management their Subsidiaries or Relatives etc. that may havepotential conflict with the interests of the Company at large.

ii) No penalties or strictures have been imposed on the Company by the Stock Exchangesor SEBI or any Statutory Authority on any matter related to the capital markets duringthe last three years.

iii) Your Company has a well laid out Code of Conduct and Business Ethics for the Boardof Directors and Senior Management Personnel. It is one of the best means for increasingthe transparency in the working of the Companies. The Board Members and the SeniorManagement Personnel of the Company adhere to this principle and compliance with the sameis affirmed by each of them annually.

iv) The Company is in compliance with the requirements of the Corporate Governancewhich reflects in this report. The Company can assure to adopt the non-mandatoryrequirements in the coming years. The details of compliance status are given herein under:

Particulars Clause of Listing Compliance Status Remarks
Agreement (Yes/No)
I. Board of Directors Clause 49 (I)
(A) Composition of Board Clause 49 (IA) Yes
(B) Non-Executive Directors’
Compensation & Disclosures Clause 49 (IB) N.A.
(C) Other provisions as to Clause 49 (IC) Yes
Board and Committees
(D) Code of Conduct Clause 49 (ID) Yes Declaration as necessary has been made in the Directors Report
II. Audit Committee Clause 49 (II)
(A) Qualified & Independent Clause 49 (IIA) Yes
Audit Committee
(B) Meeting of Audit Committee Clause 49 (IIB) Yes
(C) Powers of Audit Committee Clause 49 (IIC) Yes
(D) Role of Audit Committee Clause 49 (IID) Yes
(E) Review of Information by
Audit Committee Clause 49 (IIE) Yes
III. Subsidiary Companies Clause 49 (III) N.A. The Company does not have any Subsidiary Company
IV. Disclosures Clause 49 (IV)
(A) Basis of related party transactions Clause 49 (IVA) Yes
(B) Disclosure of Accounting Treatment Clause 49 (IVB) Yes Not required as there is no deviation from Accounting Standards
(C) Board Disclosures Clause 49 (IVC) Yes
(D) Proceeds from Public Issues Rights Issues Preferential Issues etc. Clause 49 (IVD) N.A. The Company has not made any such issue in the recent past
(E) Remuneration of Directors Clause 49 (IVE) Yes Disclosures as necessary have been made in the Corporate Governance Report forming part of Annual Report
(F) Management Clause 49 (IVF) Yes Management Discussion and Analysis Report forms part of respective year’s Directors’ Report
(G) Shareholders Clause 49 (IVG) Yes
V. CEO/CFO Certification Clause 49 (V) Yes The Certificate as required has been provided to the Board for the year ended 31st March 2014
VI. Report on Corporate Governance Clause 49 (VI) Yes Report on Corporate Governance forms part of the Annual Report
VII. Compliance Clause 49 (VII) Yes Certificate regarding compliance with the conditions of Corporate Governance forms part of the Annual Report


(i) Quarterly Results : Quarterly Results were announced within a period of 45days from the end of the relevant Quarter (except the last quarter) and were published inThe Financial Express (English) and the Dainik Statesman (Bengali) Newspapers. In place ofthe results for the last quarter the Company opted to submit the Audited Financialresults for the entire financial year.

(ii) Annual Reports : Annual Reports containing inter alia Audited AnnualAccounts Directors’ Report Auditors’ Report and other important informationare circulated to members and others entitled thereto.

The Management Discussion and Analysis Report forms part of the Annual Report.

(iii) Website : The Quarterly Results are not displayed on the Website of theCompany.

(iv) Official News Releases : Official News Releases if any are not displayedon the Website of the Company.

(v) Displays Presentations etc : Displays presentations etc are not made toInstitutional Investors/ Analysts and hence not displayed on the Company’s Website.


(i) Company Registration Details

The Company is registered in the State of West Bengal. The Corporate IdentificationNumber (CIN) allotted to the Company by the Ministry of Corporate Affairs is L70109WB1947PLC015087.

(ii) Annual General Meeting to be held – Day Date Time and Venue :

Sl. No. Particulars Remarks
A. Day Saturday
B. Date 27th September 2014
C. Time 11.00 a.m.
D. Venue Registered Office at :
Trinity Plaza 3rd Floor
84/1A Topsia Road (South)

(iii) Calendar for Financial Results for the Financial Year 2014-2015:

Sl. No. Particulars Remarks
A. 1st Quarter ending 30th June 2014 Before 14th August 2014
B. 2nd Quarter and Half-year ending Before 14th November 2014
30th September 2014
C. 3rd Quarter ending 31st December 2014 Before 14th February 2015
D. 4th Quarter and Annual Results for the year ending 31st March 2015 Before 30th May 2015
(iv) Dates of Book Closure : 25th September 2014 to 27th September 2014 (Both days inclusive for the purpose of AGM)
(v) Dividend payment date : Not applicable since no dividend has been recommended for the year ended 31st March 2014.

(vi) Name of the Stock Exchanges at which Equity Shares are listed and Scrip Codeassigned to the Company’s shares at the respective Stock Exchanges :

The Equity Shares of the Company are listed at the following Stock Exchanges :

1. The Calcutta Stock Exchange Limited (CSE) 7 Lyons Range Kolkata – 700001Scrip Code: 012156

2. The Bombay Stock Exchange Limited (BSE) Phiroze Jeejeebhoy Towers Dalal StreetMumbai - 400001 Scrip Code: 512404

The listing fees are being paid to both the Stock Exchanges for the Financial Year2014-15.

(vii) Market Price Data :

There was no trading of the shares of the Company at the BSE and CSE during the yearended 31st March 2014.

(viii) Registrars and Share Transfer Agents :

M/s Link Intime India Private Limited are the Registrar and Share Transfer Agents (RTA)of the Company.

Shareholders may address all their correspondences/queries relating toDematerialization of Shares transfer/transmission of physical securities change ofaddress or any other query relating to the Shares of the Company to them at the belowmentioned Address :


Fort Burlow

59C Chowringhee Road 3rd Floor

Room No. 5 Kolkata - 700020.

Tel : 033 2289 0540

Fax No: 033 2289 0539

E-mail ID :

Contact Person: Mr. S. Biswas

(ix) Share Transfer System:

All work relating to transfer of Physical Shares are processed by the Company’sRTA at their above mentioned Address.

The same are registered and returned within a period of 30 days from the date ofreceipt if the documents are clear in all respects.

In terms of the requirement of Clause 47(c) of the Listing Agreements with StockExchanges the Company obtains half yearly Certificates from a Company Secretary inpractice for due compliance of share transfer formalities.

(x) Distribution Schedule:

The Distribution Pattern of the Equity Shares of the Company as on 31st March 2014 isgiven below:

Sl. No. No. of Equity Shares held No. of Holders % of total holders No. of Shares % of Shareholding
1. 1 – 10000 659 94.01 134107 2.74
2. 10001 – above 42 5.99 4765893 97.26
Total 701 100.00 4900000 100.00

(xi) Shareholding Pattern as on 31st March 2014 :

Sl. No. Category No. of Equity Shares held % of Shareholding
A. Promoters’ holding :
1. Promoters
— Indian Promoters 3571998 72.90
— Foreign Promoters
2. Persons acting in concert
Sub - Total 3571998 72.90
B. Non-Promoters’ holding :
1. Institutional Investors
2. Others :
— Private Corporate Bodies 278500 5.68
— Indian Public 1049502 21.42
Sub - Total 1328002 27.10
GRANDTOTAL 4900000 100.00

(xii) Dematerialization of Equity Shares :

As on 31st March 2014 100% of the Company’s total shares representing 4900000equity shares were held in physical form.

(xiii) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments conversion datesand like impact on Equity:

NOT APPLICABLE [The Company has not issued any GDRs /ADRs/Warrants or any otherConvertible Instruments]

(xiv) Plant Locations:

180/176 Upen Banerjee Road Kolkata – 700 060.

(xv) Address for correspondence:

The investors should address their correspondence to the Company’s RTA at theirabove mentioned address or to the Secretarial Department of the Company at the followingaddress:


"Trinity Plaza" 3rd Floor 84/1A Topsia Road (South) Kolkata-700046 Tel :(033) 30216800/6808 Fax No: (033) 30216863 E-mail ID :

The above report has been placed before the Board at its Meeting held on 30.05. 2014and the same was approved.

Place:Kolkata K.K.GANERIWALA
Date: 30th May 2014 Directors