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Bajaj Steel Industries Ltd.

BSE: 507944 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE704G01024
BSE 00:00 | 06 Jul 493.25 1.05
(0.21%)
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499.00

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499.00

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490.45

NSE 05:30 | 01 Jan Bajaj Steel Industries Ltd
OPEN 499.00
PREVIOUS CLOSE 492.20
VOLUME 1730
52-Week high 1503.10
52-Week low 460.60
P/E 7.91
Mkt Cap.(Rs cr) 256
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 499.00
CLOSE 492.20
VOLUME 1730
52-Week high 1503.10
52-Week low 460.60
P/E 7.91
Mkt Cap.(Rs cr) 256
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bajaj Steel Industries Ltd. (BAJAJSTEELINDS) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the 60th Board Report of the Companytogether with the Audited Financial Statements including Consolidated Financial Statementfor the Financial Year ended March 31st 2021.

1.FINANCIAL HIGHLIGHTS:

The Company's Financial Performance (Standalone & Consolidated) for the FinancialYear ended March 31 2021 is summarised below;

(Rs.In lakhs)

Particulars Standalone Consolidated
31.03.2021 31.03.2020 31.03.2021 31.03.2020
Net Revenue from Operation 49117.56 39702.06 52134.73 42353.50
(Including Other Income) 39742.74 35509.78 41832.02 37695.25
Less : Expenditure
Operating profit (PBIDT) 9374.82 4192.28 10302.71 4658.25
Less : Interest 891.57 863.55 896.95 868.37
Depreciation 689.88 612.74 706.47 623.77
Profit before Tax & Exceptional item 7793.37 2715.99 8699.29 3166.11
Less : Exceptional Item - - - -
Profit / Loss Before Tax 7793.37 2715.99 8699.29 3166.11
Provision for Taxation :
Current Year : 1856.54 709.99 2085.53 712.23
Deferred Tax : 53.82 89.60 53.82 89.60
Net Profit/Loss for the year 5883.02 1916.4 6599.94 2364.28

Overview of Results:

Standalone:

(a) During the year under review the gross turnover including other Income onstandalone basis of the Company increased from Rs 39702.74 lacs in 2019-20 to Rs49117.56 lacs in 2020-21 representing a growth of 23.71%.

(b) The Gross Turnover (including other income) on consolidated basis of the companyincreases from Rs. 42353.50 lacs to Rs. 52134.73 lacs represent a growth of 23.09% Theincrease in turnover is attributable to the better explorement to new markets. Theprofitability of the company has increased due to the increase in turnover includingexports orders which has resulted in better allocation of fixed expenses.

BAJAJ MACHINERY DIVISION:

The Machinery Division is concentrating in its core business of manufacturing CottonGinning and Pressing Machineries. During the year under review the demand of BajajContinental Machines of Cotton Ginning has increase in the advance countries. The Companyhas received the export orders in the machinery division which affects and represent agrowth in the form of profitability. It has established dedicated Engineering center &also Design & Development centers for the entire range of products and itsmanufacturing technologies.

BAJAJ ELECTRICAL DIVISION:

The Company has in place Electrical Panel Business Unit to fulfill existing demands ofElectrical Panels from Cotton Ginning Customers as well as from the other costumers ofopen market. The Company has expanded its Electrical Panel Division and have commenced itsManufacturing unit at Plot No. XI-73 MIDC Industrial Area Hingna Nagpur. The Company isoffering extensive range of Industrial Electrical Panels Electrical Control Panels ACCLPanels and Power Distribution Board and all of them with advanced technology. Further theCompany has obtained UL Certification and Authorization to apply the UL mark in itselectrical panels.

BAJAJ INFRASTRUCTURE DIVISION:

The Company is also successfully involved in the business of Pre-Fabricated Buildings(PEB) and executed more than 250 Steel Building projects (Domestic and Export). TheCompany has inhouse Design & Engineering Capabilities to reach new frontiers oftechnical excellence. The Company is providing different solutions for different purposessuch as Pre-Engineered Buildings Pre-fabricated Buildings PEB Industrial ShedPre-fabricated School Buildings Prefabricated Warehouse Structures AgriculturalBuildings etc.

SUPERPACK DIVISION:

The Superpack is a Division of Bajaj Steel Industries Limited. Being incorporated as adivision many years back to 1987 as a plastic division of Company. Superpack is a leadingManufacturer and Supplier of wide range of Master batches having well equipped productionfacility with well-versed quality section which help us to deliver consistentlyhigh-quality product to the customer at the most competitive price.

Superpack Division is into the production of various kind of Master batches havingproven range of master batches for various applications like especially for HDPE & PPtapes Injection & blow molded items lamination of woven fabrics non-woven fabricsetc. TiO2 UV & elastomer based master batches. All grades are well accepted &adopted by various plastics processing industries.

Shri Ashish Bajaj are looking after the Superpack Division of the Company.

2. DIVIDEND:

Your Directors are pleased to recommend the Equity Dividend @ 60 % i.e. 3/- per shareof Face Value of Rs. 5/- each as final dividend for the Financial Year ended March 312021. The Payment of Dividend is subject to the approval of shareholders at the ensuingAnnual General Meeting (AGM) of the Company.

The Dividend on equity shares including dividend distribution tax for the financialyear 2020-21 would aggregate to Rs 1.56 Crores. Pursuant to the Finance Act 2020dividend income is taxable in the hands of the shareholders w.e.f. April 1 2021 and theCompany is required to deduct tax at source (TDS) from dividend paid to the Members atprescribed rates as per the Income-tax Act 1961.

3. TRANSFER OF RESERVES:

The Company has transferred Rs.4500 Lakhs to the General Reserve out of the amountavailable for appropriations.

4. DEPOSITS

During the year the Company has not accepted deposits from the public falling withinthe ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

5. SUBSIDIARIES OF THE COMPANY

The Board of Directors of your Company at its meeting held on June 29 2021 approvedthe Audited Consolidated Financial Statements for the FY 2020-21 which includes financialinformation of all its subsidiaries and forms part of this report. The ConsolidatedFinancial Statements of your Company for the FY 202021 have been prepared in compliancewith applicable Indian Accounting Standards (Ind- AS) and SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 requirement. A report on the performance andfinancial position of each of subsidiaries of your Company including capital reservestotal assets total liabilities details of investment turnover etc. pursuant toSection 129 of the Companies Act 2013 in the Form AOC-1 forms part of this report.

In accordance with Section 136 of the Companies Act 2013 the Audited FinancialStatements including the Consolidated Financial Statements and related information of theCompany and audited accounts of each of its subsidiaries are available on our websitewww.bajajngp.com. These documents will also be available for inspection during businesshours at our registered office of the Company.

FOREIGN SUBSIDIARIES:

Your Company has two Wholly Owned Foreign Subsidiary companies as under:

1) Bajaj Coneagle LLC Alabama USA;

2) Bajaj Steel Industries (U) Ltd. Uganda

M/s Bajaj Coneagle LLC A Limited Liability Company having its office at PrattvilleAlabama USA with the physical presence at USA the Company is able to tap the US &International Market of Continental Products.

M/s Bajaj Steel Industries (U) Ltd. with the help of its foreign subsidiary theCompany has successfully completed various turnkey project awarded by Cotton DevelopmentOrganization for construction of cotton seed processing plant at Pader (Uganda) andfurther the Company is also looking for some other profitable projects as well in Uganda.

In accordance with Section 129 (3) of the Companies Act 2013 the Company has preparedconsolidated financial statements of the Company and its subsidiary companies which formspart of the Annual Report. Pursuant to the provisions of Section 129 (3) of the CompaniesAct 2013 a statement containing salient features of the financial statements of theCompany's subsidiaries in Form No. AOC-1 is annexed to the financial statements of theCompany. The statement also provides the details of performance and financial position ofthe subsidiaries of the Company.

The financial statements of the subsidiary companies and related information areavailable for inspection by the members at the Registered Office of the Company duringbusiness hours on all days except Sundays and public holiday's up to the date of theAnnual General Meeting as required under Section 136 of the Companies Act 2013.

MATERIAL SUBSIDIARY

There is no material subsidiary of the Company as per the thresholds laid down underthe Listing Regulations. The Board of Directors of the Company has approved a Policy fordetermining material subsidiaries which is in line with the Listing Regulations as amendedfrom time to time. The Policy has been uploaded on the Company's website atwww.bajajngp.com.

6. 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.116 Crore (Enhanced from Rs.63.58 Crore)
Long - Term Rating CRISIL A-/ Stable (Upgraded fro m CRISIL BBB/Positive)
Short- Term Rating CRISIL A2+(Upgraded from CRISIL A3)

7. EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the Annual Return in form MGT-9 for financial year 2020-21 is available on thewebsite of the Company at www.bajajngp.com

8. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statement relate and date of the report.

9. AUDITORS Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the auditors of the Company M/s VMSS & Associates Chartered AccountantsKolkata (Firm Reg. No. 328952E) were appointed as Statutory Auditor in the 56th Annualgeneral Meeting of the Company till the conclusion of the 61st Annual General Meeting.

M/s VMSS & Associates Chartered Accountants Kolkata (Firm Reg. No. 328952E) haveconfirmed their eligibility and qualification required under Section 139 141 and otherapplicable provisions of the Companies Act 2013 and Rules issued thereunder (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force).

Auditors' Report

The Auditor's Report for the year ended March 31 2021 on the financial statements ofthe Company is a part of this Annual Report. The notes on Financial Statements referred inthe Annual Report are self-explanatory and do not call for any further comments. TheAuditors Report does not contain any qualification reservation or adverse remark.

The Auditor has given one observation as per below:

Observation by Auditor: The Company could not disclose the information required undermicro small and medium Enterprises Development Act 2006.

Comment: Your Company has sent the notices to various vendor (s) / Suppliers under theMicro Small and Medium Enterprises Development Act 2006 to confirm the status of theirregistration under the MSME. The company has not received any confirmation from themregarding its MSME Status and hence relevant information could not be disclosed.

Cost Auditor

Pursuant to Section 148 of the Act read with rules made thereunder the cost auditrecords maintained by the Company in respect of its manufacturing activities are requiredto be audited.

The Board of Directors has appointed M/s Rakesh Misra & Co. Cost Accountants (FirmReg. No. 000249) to conduct the cost audit as per Section 148 of the Companies Act 2013read with The Companies (Cost Records and Audit) Amendment Rules 2014 for the financialyear 2021-22.

As required under the Act remuneration payable to the Cost Auditors is required to beplaced before the Members in the general meeting for their ratification. Accordingly aresolution seeking Members ratification for the remuneration payable to M/s Rakesh Misra& Co. Cost Accountants is included in the Notice convening the AGM. Further theCompany has received the Cost Audit Report from the Cost Auditors for the Financial Year2020-21.

Internal Auditor:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 during the year under review the Internal Audit of the functionsand activities of the Company was undertaken by the Internal Auditors of the Company onquarterly basis by M/s V.R. Inamdar and Associates the Internal Auditors of the Company.There were no adverse remarks or qualification on accounts of the Company from theInternal Auditors.

The Board of Directors of the Company has appointed M/s V R Inamdar and AssociatesChartered Accountants to conduct the Internal Audit as per Rule 13 of the Companies(Accounts) Rules 2014 prescribed under Section 138 of the Companies Act 2013 for thefinancial year 2021-22.

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 Secretarial Auditfor the year 2020-21 was undertaken by Shri Siddharth Sipani & Associates PracticingCompany Secretary.

The Company has engaged the services of Shri Siddharth Sipani & Associates (CP No.11193) Practicing Company Secretary and Secretarial Auditor of the Company for providingthis certification. The Secretarial Audit Report and/or Secretarial Compliance Report donot contain any qualification reservation or adverse remark. The Secretarial Audit Reportis annexed herewith and forming part of annual report.

10. INTERNAL FINANCIAL CONTROL:

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding itsassets prevention and detection of frauds error reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures. The Company has in place adequate internal financial controls with referenceto financial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

11. SHARE CAPITAL

Issue of Equity Shares on Preferential Basis: Pursuant to the shareholder's approvalreceived at Annual General Meeting held on 22nd August 2020 the Company has allotted500000 equity shares of the face value of Rs. 5 each at a price of Rs. 107 per equityshare (at a premium of Rs. 105 per equity share) aggregating to Rs. 53500000 (FiveCrore and Thirty Five Lakhs Only) to Sidhi Vinimay Private Limited constituent ofPromoter Group for cash consideration by way of a preferential issue on such terms andconditions in terms of provisions of Section 42 62 and such other applicable provisionsof the Act read with the rules made thereunder and Chapter V of the Securities ExchangeBoard of India (Issue of Capital and Disclosure Requirements) Regulations 2018.

Pursuant to the aforesaid allotment the paid up equity share capital of the Companystands increased from 4700000 equity shares of Rs. 5/- each to 5200000 equity sharesof Rs. 5/- each.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of loan guarantee and investments covered under the provisions of Section 186of the Companies Act 2013 are given in the notes to the Financial Statements forming partof this Annual Report.

13. RELATED PARTY TRANSACTIONS:

There were no materially significant Related Party Transactions i.e. 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 andRegulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 during the Financial Year 2020-21.

The Company has taken the omnibus approval for entering into related party transactionwhich are repetitive in nature and subject to certain criteria/conditions as requiredunder the Companies (Meeting of Board and its Powers) Rules 2014 and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 from the Audit Committee. TheAudit Committee has taken the cognizance of related party transaction during the yearunder review. During the year the Company had not entered into any contract /arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. The Policy onmateriality of Related Party Transactions and dealing with the related party transactionsas approved by the Board may be accessed on the Company's websitewww.bajajngp.com.

The details of the related party transactions as per Indian Accounting Standards (INDAS) - 24 are set out in to the Note 29 of Standalone Financial Statements of the Company.Particulars of contracts or arrangements with Related Parties referred in Section 188(1)of the Companies Act 2013 in the prescribed Form AOC-2 is appended to the Board Report.

14. HUMAR RESOURCES AND INDUSTRIAL RELATIONS:

The Company takes pride in the building competence and commitment towards itsemployees in all areas of the business. We have taken efforts for building Human Resourcecapabilities in different ways. Proper management development tools are being practicedfor competency building amongst all the levels and focused succession and talent poolbuilding is in process. Coaching and Mentoring is being executed at critical roles andpositions. For new talent structured on- boarding and induction process is beinginitialised as to assure adhering safety and quality from day one in the organisation.Management development programs are continuously conducted to upgrade skill &knowledge of employees. Company is maintaining smooth Industrial relation and statutorycompliance at all plants and offices.

15. DIRECTORS AND KMP:

Director Retiring by Rotation In accordance with provisions of the act and in terms ofArticles of Association of the Company Shri Vinod Kumar Bajaj Non-Executive Director ofthe Company retire by rotation and being eligible offers himself for reappointment. TheBoards of Directors recommends his reappointment at Item No. 3 of the Notice Calling 60thAnnual General Meeting for consideration of the Shareholders. The brief resume and otherdetails relating to Shri Vinod Kumar Bajaj who is proposed to be re-appointed as requiredto be disclosed under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is incorporated in the annexure to the notice calling60thAnnual General Meeting.

Apart from the above there is no change with regards to the Directors & KMPs ofthe Company.

16. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all the Independent Directors ofthe Company confirming that they meet the criteria of Independence laid down in Section149(6) of the Companies Act 2013 and Regulation 16(1) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

17. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and Individual Directors pursuant to the applicable provision of theCompanies Act 2013 and the Corporate Governance requirements as prescribed by SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. Performance evaluationof independent directors was done by the entire board excluding the independent directorbeing evaluated.

18. CORPORATE GOVERNANCE:

The Company is committed to maintain the standards of Corporate Governance and adhereto the Corporate Governance requirement set out by SEBI. In terms of Regulation 34 of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015. A separate sectionon corporate governance along with a certificate from the Statutory Auditors confirmingcompliance is annexed and forms part of the Annual Report.

19. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company asadopted by the Board and the initiatives undertaken by the Company on CSR activitiesduring the year under review are set out in Annexure of this report in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. Forother details regarding the CSR Committee please refer to the Corporate GovernanceReport which is a part of this report. The CSR policy is available on the websitewww.bajajngp.com. A detailed CSR policy was amended by the Company with approvals of theCSR Committee and Board in pursuance of the requirements of Section 135 and Schedule VIIof Companies Act 2013 and the Companies (Corporate Social Responsibility Policy)Amendment Rules 2021.

20. BOARD MEETINGS

The Board of Directors met Seven (7) times during the Financial Year 2020-21 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.

21. BOARD COMMITTEES & ITS MEETINGS

The Board of the Company has total four Committees namely Audit Committee Nominationand Remuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee. The details of composition and committee meetings during theyear are given in the Corporate Governance Report which is a part of this report.

22. 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 e-mail orletter. The functioning of the vigil mechanism is reviewed by the Vigilance and EthicsOfficer/Audit Committee from time to time. None of the whistle blowers have been deniedaccess to the Vigilance and Ethics Officer/Audit Committee of the Board. The Policy onvigil mechanism may be accessed on the Company's website at www.bajajngp.com.

23. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is an equal opportunity employer and consciously strives to build a workculture that promotes dignity of all employees. As required under the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 andRules framed thereunder the Company has implemented a policy on prevention of SexualHarassment of Women at workplace. An internal complaints committee has been set up toreceive complaints investigate the matter and report to the management for redressal ofcomplaints of Sexual Harassment.

The Company has complied with the provisions relating to the constitution of InternalCommittee (IC) under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 to redress complaints received regarding sexual harassment.

In this regard we hereby submitting the disclosures in relation to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 for theFinancial Year 2020-21 ended on 31st March 2021 which are as follows:

Particulars No. of Complaints
1. Number of complaints on Sexual harassment received during the year 0
2. Number of complaints disposed off during the year 0
3. Number of cases pending for more than 90 days 0
4. Number of workshops or awareness programmeagainst sexual harassment 1
5. Nature of action taken by the employer or District officer N.A

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed review of operations performance and future outlook of your Company and itsbusinesses is given in the Management Discussion and Analysis which forms part of thisReport as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

25. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors Key Managerial Personnel andEmployees as required under Section 197(12) of the Companies Act 2013 and Rule 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are asunder:

a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year 2020-21 is as follows:

Name of Directo r Designation Ratio of Remuneration of Director to the Median Remuneration
Shri. Rohit Bajaj Chairman and Managing Director 16.30
Shri. Sunil Bajaj Executive Director 16.30
Dr. Mahendra Kumar Sharma Whole Time Director and CEO 20.65

b). The percentage increase in remuneration of each Director Chief Executive Officerin the financial year 2020-21 as follows:

Name of Director Designation % increase in remuneration in the financial year 2020-21
Shri Rohit Baj aj Chairman and Managing Director 7.14%
Shri. Sunil Bajaj Executive Director 7.14%
Dr. Mahendra Kumar Sharma Whole Time Director and CEO 5.55%

Note:

1. The Non-Executive Directors of the Company are entitled to sitting fee as per thestatutory provisions and within the limits as per the Companies Act 2013. The ratio ofremuneration and percentage increase for Non-Executive Directors Remuneration is thereforenot considered for the purpose above.

2. Median remuneration calculated on the basis of number of employees who were in theemployment of the Company throughout the year for better comparison.

3. The Above ratio and increase in remuneration calculated on the basis of annual CTCfor better comparison.

(c) The median remuneration of employees during the financial year under review wasRs.5.52 lacs per annum.

(d) The number of permanent employees on the rolls of Company as on March 312021: 177

(e) Average percentiles increase / (decrease) already made in the salaries of employeesother than managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstances for increase in the managerial remuneration:

Average Increase/ (decrease) in remuneration of employees other than ManagerialPersonnel and average increase/(decrease) in remuneration of Managerial Personnel will beprovided upon request. The criteria for increase in remuneration of employees other thanManagerial Personnel is based on an internal performance evaluation carried out by theManagement annually which is further linked to the overall performance of the Company.

(f) Affirmation that the remuneration is as per the Remuneration Policy of the Company.

The remuneration paid/payable is as per the Policy or approval of Board of Directorsand/or Shareholders of the Company.

{The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. Any shareholder interested in obtaining acopy of the same may write to the Company Secretary.}

Note: The Company has employee(s) who were employed throughout the year and were inreceipt of remuneration more than Rs. 102 Lakhs per annum. Any shareholder interested inobtaining a copy of the same may write to the Company Secretary.

26. TRANSFER OF UNCLAIMED AMOUNTS / SHARES TO INVESTOR EDUCATION & PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Act relevant amounts which remainedunpaid or unclaimed for a period of 7 years have been transferred by the Company to theInvestor Education and Protection Fund (IEPF). The Company has uploaded the details ofunpaid and unclaimed amounts lying with the Company as on 22nd August 2020 (date of thelast Annual General Meeting) on the website of the Company www.bajajngp.com.

Further Section 124(6) of the Act requires that all shares in respect of whichdividend has not been paid or claimed for seven consecutive years or more shall also betransferred to IEPF Authority. The Company is accordingly taking appropriate steps withregard to transfer of such shares in accordance with the Rules and in line with thenecessary guidelines being issued by MCA in this regard.

27. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Energy Conservation:

The Company lays great emphasis on savings in the cost of energy consumption. Achievingreduction in 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 products would form thebackbone of the Company's future business performance and profitability. Keeping this inview the Company has increased its efforts in terms of development of new products. Atpresent the Company is working on various products under the able leadership of Dr. M.K.Sharma Whole Time Director. The Research and Development is a continuous phenomenon inthe Company and due to which the Company is able to launch successfully various newproducts 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 Notesto the Financial Statements. To avoid repetition the members are requested to refer tothese Notes.

28. LISTING OF SHARES:

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd Mumbai.The Company has paid annual listing fees of the Stock Exchanges for the financial year2020-21.

It is to notify that we are in the process to voluntary delist the equity shares of thecompany from the Calcutta Stock Exchange as there are no trading of shares in the saidexchange. The process of delisting were already initiated by the Company.

29. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act 2013 the Board of Directorshereby confirms that:

(i) In the preparation of Annual Accounts for the financial year ended March 31 2021the applicable accounting standards have been followed along with proper explanationrelating to material departures and in compliance with the laws;

(ii) accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and of the profit of the Company for thatyear on that date;

(iii) Proper and sufficient care towards the maintenance of adequate accounting recordsin accordance with the provisions of this Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities.

(iv) Annual Accounts have been prepared on a going concern basis.

(v) Internal financial controls were in place which were adequate and were operatingeffectively.

(vi) Proper systems to ensure compliance with the provisions of all applicable lawswere in place and such systems are adequate and operating effectively.

30. CEO/CFO CERTIFICATION:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the CEO/CFO certification is attached with theannual report.

31. 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.

• 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.

32. CAUTIONARY STATEMENT:

Certain Statements in the "Directors' Report" and in the "ManagementDiscussion & Analysis" describing the Company's objectives estimates andexpectations may be 'forward - looking statements' within the meaning of applicableSecurities Laws and Regulations. Actual results could differ substantially from thoseexpressed or implied.

33. APPRECIATION AND ACKNOWLEDGEMENT:

The Board of Directors wish to place on record its deep sense of appreciation for thecommitted services by all the employees of the Company. The Board of Directors would alsolike to express their sincere appreciation for the assistance and co-operation receivedfrom the financial institutions banks government and regulatory authorities stockexchanges customers vendors members during the year under review.

Place: Nagpur FOR AND ON BEHALF OF THE BOARD
Date: 10th November 2021 OF BAJAJ STEEL INDUSTRIES LIMITED
ROHIT BAJAJ
CHAIRMAN & MANAGING DIRECTOR
DIN:00511745

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