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Beekay Steel Industries Ltd.

BSE: 539018 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE213D01015
BSE 00:00 | 01 Jul 399.00 5.85
(1.49%)
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393.15

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399.00

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381.50

NSE 05:30 | 01 Jan Beekay Steel Industries Ltd
OPEN 393.15
PREVIOUS CLOSE 393.15
VOLUME 307
52-Week high 545.00
52-Week low 301.30
P/E 4.86
Mkt Cap.(Rs cr) 761
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 393.15
CLOSE 393.15
VOLUME 307
52-Week high 545.00
52-Week low 301.30
P/E 4.86
Mkt Cap.(Rs cr) 761
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Beekay Steel Industries Ltd. (BEEKAYSTEELIND) - Director Report

Company director report

TO THE SHAREHOLDERS

Dear Shareholders

The Board of Directors are pleased to present the 40th (Fortieth)Annual Report on the business and operations of your Company together with theCompany's Audited Financial Statements (Standalone and Consolidated) for thefinancial year ended 31st March 2021.

Financial Results

Particulars Standalone Consolidated
Financial Year 2020-21 Financial Year 2019-20 Financial Year 2020-21 Financial Year 2019-20
Revenue from Operations 874.31 811.97 874.31 811.97
Profit before interest depreciation & taxation 139.55 125.94 139.55 125.94
Finance Cost 10.06 10.22 10.06 10.22
Depreciation 22.37 23.06 22.37 23.06
Profit before taxation 107.12 92.66 107.12 92.66
- Current Tax 28.00 25.10 28.00 25.10
- Deferred Tax (0.07) (10.58) (0.07) (10.58)
- Prior year I. Tax adjustments (1.28) - (1.28) -
Profit after taxation 80.47 78.14 80.47 78.14
Share of Profit/(Loss) from Associates - - 0.85 0.38
Balance brought forward 363.32 290.14 365.01 291.45
Profit available for appropriation 443.79 368.27 446.33 369.96
Appropriation
Dividend-Equity Shares 1.90 3.81 1.90 3.81
Dividend Tax - 0.77 - 0.77
Remeasurement of net defined benefit plan(net of tax) (0.24) 0.37 (0.24) 0.37
Balance carried forward 442.13 363.32 444.67 365.01

Financial highlights

Highlights of Financial Results:

• Revenue from Operations for the year ended 31st March 2021 wasH874.31 crore as against H811.97 crore in the corresponding period of previous financialyear representing an increase of 8%

• EBIDTA (including other income) for the year ended 31st March2021 was H139.55 crore as against H125.94 crore in the corresponding period of theprevious year representing an increase of 11%

• Net profit for the year ended 31st March 2021 was H107.12 croreas against H92.66 crore in the corresponding period of the previous year representing anincrease of 16%.

• EPS of the Company for the year ended 31st March 2021 stoodH42.32 as compared to H40.78 in its previous year.

The year gone by started with an unprecedented nation-wide lockdown dueto pandemic which negatively impacted the economic activities across globe. Postrelaxation of lockdown economic gradually started picking up from mid May 2020. During theyear under review the company backed by manufacturing strength including job work robustsupply chain management and strong pan India base network made a strong come back. TheCompany witnessed a decline in terms of volume of production from 6 21003 Metric tons to491337 Metric tons but due to increase in sales price revenue from operations isincreased by 8% from H811.97 crore in previous year to H874.31 crore. EBIDTA margins isalso improved YoY (15.96% in FY21 vs 15.63% in FY20) on account of cost optimization andoperating leverage.

Economic environment continues to remain uncertain and challengingowing to COVID and partial lockdowns across the country. However we as an organizationremain vigilant to the ground developments with confidence and optimism to manage emergingscenarios.

The Company is committed to its vision to emerge as an efficientproducer of steel products in the secondary market with customized solutions in hot rolledsections TMT bars and cold drawn sections. The Company is also strengthening its B2C (TMTBars) segment through aggressive spending on advertisement and brand building. The Companyis also focused on increasing capacity utilization of all units improving product-mixreducing operating costs launching new products and improving operational efficiency withtechnology up gradation.

Dividend

Your Directors are pleased to recommend a dividend of 10 % ( Re. 1/- )per equity share of H10/- each ( Last year H1/- ) for the Financial Year ended 31st March2021 subject to approval of the shareholders at the ensuing Annual General Meeting. Thetotal outgo on account of dividend will be aggregating to H190.72 lac.

The dividend recommended is in accordance with the Company'sDividend Distribution Policy.

Dividend Distribution Policy

Pursuant to Regulation 43A and recent amendments to SEBI (LODR)Regulations 2015 and on the basis of market capitalization your Company has formulated a"Dividend Distribution Policy". The said policy is available on the website ofthe Company at www. beekaysteel.com

Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 (6) of the Companies Act2013 Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 (including amendments thereof ) read with circulars and notificationsissued there under all the shares in respect of which dividend has not been paid orclaimed for 7 consecutive years or more shall be transferred by the Company in the name ofInvestor Education and Protection Fund (IEPF).

The unpaid and unclaimed dividend lying in the Unpaid Dividend Accountbecomes due to be transferred to IEPF after a period of 7 (seven) years. Your Directorstherefore suggest you to claim the unpaid dividend before the last date.

In accordance with the aforesaid provisions the Company is yet totransfer equity shares to IEPF those who had not claimed dividend for a period of 7 yearswith effect from the F.Y. 2009-10 as per the IEPF Rules notified by the Central Govt.from time to time. Your Company has also initiated to transfer the equity shares of thoseshareholders who had not claimed dividend from FY 2010-11 till date of the report.

Any shareholder whose shares are transferred to IEPF can claim theshares as per the IEPF rules made there under by making an online application in FormIEPF-5 (available on www.iepf.gov.in) along with the fees prescribed to the IEPF authoritywith a copy to the Company.

Reminders had been sent to the Shareholders who have not claimed theirdividends and whose shares are due to be transferred to IEPF in accordance with provisionsof Companies Act 2013 and IEPF Rules made there under.

Share Capital

The paid up equity share capital as on March 31 2021 stood atH190909270/- ( including H188750/- stands in respect of forfeited shares ) comprisingof 19072052 shares of H10/- each fully paid shares.

Your Company has not issued any kind of shares & securities duringthe financial year 2020-21.

Finance

Cash and cash equivalents as at March 31 2021 stands H3159.61 lac(Previous year H739.11 lac). The company continues to focus on judicious management of itsworking capital receivables inventories and other working capital parameters were keptunder strict check through continuous monitoring.

Deposits

Your Company has not accepted any deposits during the year no depositsremained unpaid or unclaimed as at the end of the year and there was no default inrepayment of deposits or payment of interest thereon during the year within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014

Transfer to Reserve

The Company has decided to retain the entire amount of profit forfinancial year 2020-21 in the statement of profit and loss account. The closing balance ofthe retained earnings of the Company for FY 2021 after all appropriation and adjustmentswas H442.13 crore.

Particulars of Loans Guarantees or Investments

The Company has neither given any loans or guarantees nor made anyinvestment during the year under review. The overall limit is within the powers of theBoard as applicable to the Company in terms of the applicable provisions of the CompaniesAct 2013. The particulars of loans guarantees and investments have been disclosed in thenotes of the Financial Statements for the year ended 31stMarch 2021 and form a part ofthis Annual Report.

Internal Financial Controls

The Company has in place an adequate and robust system for internalfinancial controls commensurate with the size and nature of its business. Internal controlsystems are integral to the Company's corporate governance policy and no reportablematerial weakness was observed in operations.

The internal control systems and procedures are designed to assist inthe identification and management of risks the procedure-led verification of allcompliance as well as an enhanced control consciousness.

The Audit Committee of the Company evaluated the adequacy of internalfinancial control. During the year such controls were tested with reference to financialstatements and no reportable material weakness in the formulation or operations wereobserved. The Statutory Auditors of the Company conducted audit on the Company'sinternal financial control over financial reporting and the report of the same is annexedwith Auditor's Report.

Corporate Social Responsibilities

Your Company has focused on several corporate social responsibilityprograms since a long period of time and continues its endeavor to improve the lives ofpeople and provide opportunities for their development through its different initiativesin the areas of Rural Transformation Health care Education Sports etc. Your Company isalso supporting assistance and relief to the needy in this Covid-19 pandemic. Vaccinationdrive has been initiated by the Company for the employees relatives near and dear ones.

The Company has a Corporate Social Responsibility Committee comprisingof three directors the details of which are mentioned in the Corporate Governance Reportwhich form part of this Report.

In compliance with section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 the disclosures withrespect to CSR Committee and expenditure made by the Company forms part of this Report andmarked as "Annexure "A". The Committee met 4 (four) times during the yearto discharge its responsibilities. The CSR Policy may be accessed on the Company'swebsite at the web link: https://www. beekaysteel.com .

Extract of Annual Return

In accordance with the provisions of Sections 92 (3) & 134(3)(a) ofthe Companies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the details forming part of the extract of the annual return in Form No. MGT– 9 is marked as "Annexure – B" and annexed hereto and forms a partof this report.

Number of Meetings of the Board

The Board of Directors met 4 (Four) times during the year and themaximum interval between two meetings did not exceed 120 days. The intervening gap betweenthe meetings was within the period prescribed under the Act and the SEBI ListingRegulations. The details of the number of meetings of the Board of Directors includingmeetings of the Committees of the Board (Audit Committee Nomination & RemunerationCommittee Stakeholders Relationship Committee CSR Committee) held during the financialyear 2020-21 also form part of the Corporate Governance Report.

Director's Responsibility Statement

As required by Sections 134(3) (c) & 134 (5) of the Companies Act2013 your Directors state that:

(a) In the preparation of the annual accounts for the year ended 31stMarch 2021 the applicable accounting standards have been followed with properexplanation relating to material departures if any;

(b) The accounting policies adopted in the preparation of the annualaccounts have been applied consistently except as otherwise stated in the Notes toFinancial Statements and reasonable and prudent judgments and estimates have been made soas to give a true and fair view of the state of affairs of the Company at the end of theFinancial Year 2020-21 and of the profit for the year ended 31st March 2021;

(c) Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safe guarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) The annual accounts for the year ended 31st March 2021 have beenprepared on a going concern basis.

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

(f) That systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.

Declaration by Independent Directors

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under the Companies Act 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations 2015 ( hereinafter ‘SEBI LODR Regulation'). Mr. Bhal Chandra Khaitan Mr. Ravishankar Sridharan Mr.Srikumar Banerjee Mrs. Shyanthi Dasgupta Mr. Bharat Kumar Nadhani and Mr. Anil KumarSaboo are Independent Directors on the Board of the Company.

Company's Policy on Director's Appointment and Remuneration

Pursuant to provisions of Section 178 of the Companies Act 2013 andSEBI (LODR) Regulations 2015 the Board of Directors of the Company based on therecommendation of the Nomination and Remuneration Committee has formulated a RemunerationPolicy. The remuneration policy of the Company inter alia includes the aims andobjectives principles of remuneration guidelines for remuneration/ sitting fees toExecutive Directors and Non-Executive Directors fixed and variable components in theremuneration package criteria for identification of the Board Members and appointment ofsenior management.

The criteria for identification of the Board Members including that fordetermining qualification positive attributes independence etc. are summarily givenhereunder: 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 possessexpertise and experience and/or someone who the Committee/Board believes could contributeto the growth/ philosophy/strategy of the Company.

In evaluating the suitability of individual Board Members theCommittee takes into account many factors including general understanding of theCompany's business dynamics global business social perspective educational andprofessional background and personal achievements.

Director should possess high level of personal and professionalethics integrity and values. He should be able to balance the legitimate interest andconcerns of all the Company's stakeholders in arriving at decisions rather thanadvancing the interests of a particular section.

Director must be willing to devote sufficient time and energy incarrying out their duties and responsibilities effectively. He must have the aptitude tocritically evaluate management's working as part of a team in an environment ofcollegiality and trust.

The Committee evaluates each individual with the objective ofhaving a group that best enables the success of the Company's business and achievesits objectives.

The Company's policy on appointment and remuneration of directorsare available on the website of the Company at www. beekaysteel.com

Credit Rating

There were no changes in the credit ratings of the Company. During theyear under review the long term credit rating of the Company is afirmed/assigned as"IND A" with "Stable " outlook by India Rating and Research (Ind–Ra) a wing of international rating agency FITCH Group.

Related Party Transactions

All transactions entered with Related Parties during the financial yearwere on an arm's length basis and were in the ordinary course of business and theprovisions of Section 188 of the Companies Act 2013 are not attracted. Further there areno materially significant related party transactions the Company's PromotersDirectors and others as defined in section 2(76) of the Companies Act 2013 and the SEBI(LODR) Regulations 2015 during the year under review. The necessary disclosures regardingthe transactions as required in Form AOC- 2 are given in the notes to accounts. TheCompany has also formulated a policy on dealing with the Related Party Transactions andnecessary approval of the Audit Committee and Board of Directors were taken whereverrequired in accordance with the Policy. The Company has not entered into any specificcontract with related parties.

Risk management

Considering the multitude of risks faced by listed entities riskmanagement has emerged as a very important function of the Board of Directors. TheCovid-19 pandemic has also reinforced the need for a robust risk management framework fora Company. In view of the above facts SEBI pursuant to the amended provisions ofRegulation 21 of the SEBI (LODR) Regulations 2015 has made it mandatory for top 1000listed Companies based on market capitalization to form / constitute a "RiskManagement Committee" ("the RMC") and the said RMC has to formulate"Risk Management Policy" of the Company. The said amended provisions have beenapplicable to Your Company for the first time. Therefore your Board of Directors hasconstituted a "Risk Management Committee" ("the RMC") and the said RMChas identified "Risk Management Policy" to minimize adverse impact on thebusiness objectives and enhance the Company's competitive advantage. The Policy alsodefines the risk management approach across the enterprise at various levels. RiskManagement forms an integral part of the Company's planning process. The constitutiondetails roles and functions of the RMC are highlighted in the Corporate GovernanceReport. The Company's policy on Risk Management are available on the website of theCompany at www.beekaysteel.com

Board evaluation & criteria for evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI LODRRegulations 2015 the Board carried out an annual performance evaluation of its ownperformance the individual Directors as well as the working of the Committees of theBoard. The evaluation process inter alia considers attendance of Directors at Board andcommittee meetings acquaintance with business compliance with code of conduct visionand strategy which is in compliance with applicable laws regulations and guidelines.

The performance evaluation of the Independent Directors was carried outby the entire Board. The performance evaluation of the Chairman and the Non- IndependentDirectors was carried out by Independent Directors.

The Directors were satisfied with the evaluation results whichreflected the overall engagement of the Board and its Committees with the Company. Detailsof the same are given in the Report on Corporate Governance annexed hereto. Details of thesame are given in the Report on Corporate Governance annexed hereto.

Directors and Key Managerial Personnel

(i) Directors – Retirement by Rotation:

In accordance with the provisions of Section 152(6) and otherapplicable provisions of the Companies Act 2013 and the Articles of Association of theCompany Mr. Vikas Bansal (DIN : 00103065) & Mr. Gautam Bansal (DIN : 00102957)Directors of the Company would retire by rotation from the Board and being eligibleoffers themselves for re-appointment. The above appointments are subject to the approvalof the shareholders in the ensuing Annual General Meeting of the Company. The Disclosuresas required for re-appointed Directors are disclosed in the Notice of AGM

(ii) Appointment/ Re-appointment of Directors/ Executive Directors:

The present terms of appointment of Mr. Mukesh Chand Bansal as ManagingDirector shall expire on 31st December 2021. Based on the recommendation of theNomination & Remuneration Committee (NRC) and pursuant to the performance evaluationand extensive involvement in the business and affairs of the Company the Board ofDirectors at its meeting held on 13th August 2021 has re-appointed Mr. Mukesh ChandBansal as an Executive Director and Key Managerial Personnel (KMP) with effect from 1stJanuary 2022 for a period of 5 (Five) years pursuant to the of Sections 196 197 and 198read with Schedule V and all other applicable provisions of the Companies Act 2013 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andSecurities Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulations 2015 (including any statutory modification(s) or re-enactment thereof forthe time being in force) subject to the approval of members by special resolution in theensuing Annual General Meeting ("AGM") of the Company.

Pursuant to the provisions of sections 149 152 and other applicableprovisions of the Companies Act 2013 and the Companies (Appointment and Qualification ofDirector) Rules 2014 Mr. Anil Kumar Saboo ( DIN: 00621325) has been recommended by theNRC and then appointed as an Additional Director (Independent) by the Board of Directorsat their meeting held on 13th August 2021. The Board recommended his appointment asNormal Independent Director by the Members of the Company at the ensuing AGM.

The profile and particulars of experience attributes and skills of theappointed/re-appointed Directors are disclosed in the Notice.

(iii) Wholetime Key Managerial Personnel (KMP):

During the year under review there has been no change in the KeyManagerial Personnel of the Company. Pursuant to the provisions of Section 203 of theCompanies Act 2013 Mr. Mukesh Chand Bansal Managing Director Mr. Manav Bansal Wholetime Director & CFO and Mr. Rabindra Kumar Sahoo Company Secretary and ComplianceOfficer are continuing to be the Key Managerial Personnel of the Company.

None of the Directors of the Company are disqualified as per section164(2) of the Companies Act 2013 and rules made there under. The Directors have also madenecessary disclosures to the extent as required under provisions of section 184(1) asapplicable.

Details of significant and material orders passed by the regulatorscourts and tribunals impacting the going concern status and company's operations infuture

There have been no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.

Changes in the nature of business if any

There has been no change in the nature of business of the Company.

Vigil Mechanism Whistle Blower Policy

In compliance with provisions of Section 177(9) of the Companies Act2013 and Regulation 22 of amended SEBI LODR Regulation the Company has framed a VigilMechanism Whistle Blower Policy to deal with unethical behavior actual or suspected fraudor violation of the company's code of conduct or ethics policy if any. The VigilMechanism/Whistle Blower Policy has also been uploaded on the website of the Company.

Commitment towards highest moral and ethical standards in the conductof business is of utmost importance to the Company. The Audit committee oversees the vigilmechanism and the persons who avail the mechanism are encouraged to escalate to the levelof the Audit Committee for any issue of concerns impacting and compromising with theinterest of the Company and its stakeholders in any way. This policy also allows thedirect access to the Chairperson of the Audit Committee and makes protective disclosuresabout the unethical behavior actual or suspected fraud or violation.

Details relating to Remuneration of Directors Key Managerial Personneland Employees

Disclosure pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is marked as"Annexure– C" which is annexed hereto and forms part of the Directors'Report.

Particulars of Employees

There is no such employee in the Company the information of which isrequired to be furnished under provisions of the Companies Act 2013 and Rule 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.Having regard to the provisions of Section 136 of the Companies Act 2013 the AnnualReport excluding 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 topresent the Company's businesses up-front on the home page. The site carries acomprehensive database of information including the Financial Results of your CompanyShareholding pattern Director's & Corporate Profile details of BoardCommittees Corporate Policies and business activities of your Company. All the mandatoryinformation and disclosures as per the requirements of the Companies Act 2013 andCompanies Rules 2014 and as per the SEBI LODR Regulations 2015 has been uploaded.

Performance & Financial Position of Associate and Wholly OwnedSubsidiary

AKC Steel Industries Ltd. is a listed Company dealing in manufacturingand trading of steel and has reported total revenue of H6.81 crore (Pre. Yr. H4.32 crore)and has earned a profit of H304.02 lac (Pre. Yr. earned a profit of H135.90 lac) duringthe year under review.

Beekay Utkal Steel Private Limited is a wholly owned subsidiary Companyincorporated on 31st December 2019 with the intention to set up a rolling mill in KalingaNagar Jajpur district in the state of Odisha. The subsidiary company is in the process toacquire adequate land to set up green field project.

Auditors and Auditors' Report

Statutory Auditors:

The present Statutory Auditors M/s. LIHALA & CO. CharteredAccountants shall hold office for a period of Five years from the financial year 2017-18.The Auditors have confirmed that they are not disqualified from continuing as Auditors ofthe Company. The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Reportdoes not contain any qualification reservation adverse remark or disclaimer.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard had appointed Mr. Santosh Kumar Tibrewalla Practicing Company Secretary to conductSecretarial Audit of the Company for the Financial Year 2020-21. The Secretarial AuditReport for the Financial Year ended 31st March 2021 is annexed herewith and marked as"Annexure –D".

 

The Secretarial Audit Report does not contain any qualificationreservation adverse remark or disclaimer.

Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI Listing Regulation and recentamendment on the same thereto Every Listed entity and its material unlisted subsidiariesincorporated in India shall undertake secretarial audit and shall annex a secretarialCompliance Report given by a company secretary in practice in such form as specifiedwith the annual report of the listed entity.

The Company during the year under review does not have any materialunlisted subsidiary and herewith attached as "Annexure –E ". TheSecretarial Compliance Report issued by Mr. Santosh Kumar Tibrewalla Practicing CompanySecretary (FCS 3811) for the year ended on 31st March 2021

Cost Auditors:

Pursuant to Section 148 of the Companies Act 2013 in terms of theCentral Government's approval the Board of Directors on the recommendation of theAudit Committee has re-appointed M/s. Somnath Roy & Associates Cost Accountants asthe Cost Auditor of the Company for the year 2021-22.

The Audit Committee has also received a Certificate from the CostAuditors certifying their independence and arm's length relationship with theCompany.

The Company submits it's Cost Audit Report with the Ministry ofCorporate Affairs within the stipulated time period and the Cost Audit Report for thefinancial year 2019-20 has already been filed with MCA.

As per the requirements of the Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time your Companyis required to maintain cost records and accordingly such accounts are made and recordshave been maintained.

Secretarial Standards

The Company has in place proper systems to ensure compliance with theprovisions of the applicable secretarial standards issued by The Institute of CompanySecretaries of India and such systems are adequate and operating effectively.

Corporate governance

Your Company has initiated by providing the shareholders to avail theoption of receiving online the requisite documents i.e. notices annual reportsdisclosures and all other communications by registering their e-mail Ids. For the successof ‘Green Initiative' as per MCA circular no.17/2011 & No. 18/2011.

The Company continues to comply with the requirements of SEBI LODRRegulations 2015 and amendments thereto regarding Corporate Governance. The Company iscommitted to maintain the highest standards of Corporate Governance and adheres to theCorporate Governance requirements set out by the Securities and Exchange Board of India("SEBI"). The Report on Corporate Governance together with a certificate fromMr. S.K. Tibrewalla Practicing Company Secretary regarding Compliance of Conditions ofCorporate Governance certification by M.D./CEO and the Management Discussion &Analysis Report are attached herewith which form part of this Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis as required in terms of theListing Regulations is annexed to the report and forms an integral part of this report.

Business Responsibility Report

The Business Responsibility Report (BRR) as required in terms of theListing Regulations is annexed to the Board's report and forms an integral part ofthis report.

Stock exchange listing

The Equity Shares of your Company are listed on BSE Limited (nationwidetrading terminal). The applicable annual listing fees have been paid to the Stock Exchangetill financial year 2021-22.

Code of conduct

The Code of Conduct for Directors KMPs and Senior Executives of theCompany is already in 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 ofInsider Trading) Regulations 2015 your Company has adopted the Code of Conduct forPrevention of Insider Trading and the same is also placed on the Company's website:www.beekaysteel.com

Energy conservation technology absorption and foreign exchangeearnings and outgo

Information in accordance with the provisions of Section 134(3) (m) ofthe Companies Act 2013 read with 8(3) of the Companies (Accounts) Rules 2014 regardingconservation of energy technology absorption and foreign exchange earnings and outgo aregiven in the "Annexure-F" annexed hereto and forms a part of this report.

Consolidated financial statements

The Audited Consolidated Financial Statements of your Company for theFinancial Year 2020-21 is prepared in compliance with the applicable provisions of theCompanies Act 2013 Accounting Standards as laid down by the Institute of CharteredAccountants of India and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 and forms part of this Annual Report.

Further a statement containing the salient features of the financialstatement of the Associate Company & Wholly Owned Subsidiary Company in the prescribedformat Form AOC-1 and forms part of this Annual Report and is annexed hereto and markedas " Annexure-G ".

In accordance with Section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation will be available on our website. The Company will also make available copy onspecific request by any member of the Company interested in obtaining the same.

Disclosures as per applicable act and SEBI LODR regulation

i) Composition of Audit Committee:

The Board has constituted the Audit Committee under the Chairmanship ofMr. Bhal Chandra Khaitan. Complete details of the said Committee are given in theCorporate Governance Report attached as Annexure to this Board's Report.

ii) Composition of Nomination & Remuneration Committee

The Board has re-constituted the Nomination & RemunerationCommittee under the Chairmanship of Mr. Bharat Kumar Nadhani. Complete details of the saidCommittee are given in the Corporate Governance Report attached as Annexure to thisBoard's Report.

iii) Composition of Stakeholders Relationship Committee

The Board has constituted the Stakeholders Relationship Committee underthe Chairmanship of Mr. Bharat Kumar Nadhani. Complete details of the said Committee aregiven in the Corporate Governance Report attached as Annexure to this Board'sReport.

iv) Composition of Corporate Social Responsibility Committee

The Board has constituted the Corporate Social Responsibility Committeeunder the Chairmanship of Mr. Suresh Chand Bansal Executive Chairman of the Company.Complete details of the Committee are given in the Corporate Governance Report attachedas Annexure to this Board's Report

v) Other Functional Committees

The Complete details of the composition of other functional committeeare given in the Corporate Governance Report attached as Annexure to this Board'sReport

vi) Material changes and commitments if any affecting the financialposition between the end of the financial year and date of the report

The financials of the Company may be affected to the extent of ongoingCOVID pandemic 2nd wave in the 1st quarter of financial year 2021-22 and as may occur inthe rest of the quarters. However business activities is being normalised and not much offinancial impact is envisaged.

vii) Subsidiaries Associates or Joint Ventures:

Your Company has Wholly Owned Subsidiary Company namely M/S. BeekayUtkal Steel Pvt. Ltd. and one Associate Company i.e. M/S. AKC Steel Industries Ltd. anddoes not have any joint ventures during the year under review.

viii) Nomination Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & RemunerationCommittee has laid down a Nomination Remuneration and Evaluation Policy in compliancewith the provisions of the Companies Act 2013 read with the Rules made therein and theListing Agreement with the stock exchanges (as amended from time to time). This Policy isformulated to provide a framework and set standards in relation to the followings:

a. Criteria for appointment and removal of Directors Key ManagerialPersonnel (KMP) and Senior Management Executives of the Company.

b. Remuneration payable to the Directors KMPs and Senior ManagementExecutives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications positive attributes andindependence of a Director.

There has been no change in the policy since last fiscal. Theremuneration/ sitting fees paid to the Directors are as per the terms laid out in theNomination and Remuneration Policy of the Company. The detailed Nomination &Remuneration Policy of the Company is placed on the Company's website and can beviewed at www.beekaysteel.com

The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has adopted a Policy on Prevention Prohibition andRedressal of Sexual Harassment at Workplace in accordance with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013 ("POSH Act") and Rules made thereunder. Internal Complaints Committee (ICC)has been set up to redress and resolve complaints received regarding sexual harassment.All employees (permanent contractual temporary trainees) are covered under this Policy.The Policy is gender neutral. During the year under review no complaints with allegationsof sexual harassment were filed.

Industrial relations

The industrial relation during the year 2020-21 had been cordial. TheDirectors take on record the dedicated services and significant efforts made by theOfficers Staffs and Workers towards the progress of the Company.

Appreciation

The Board of Directors take this opportunity to express theirappreciation for the cooperation and assistance received from the Government of India theState Governments of Andhra Pradesh Tamil Nadu West Bengal and Jharkhand; the financialinstitutions banks as well as the shareholders during the year under review. TheDirectors also wish to place on record their deep sense of appreciation of the devoted anddedicated services rendered by all employees of the Company.

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