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Beekay Steel Industries Ltd.

BSE: 539018 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE213D01015
BSE 00:00 | 26 Mar 328.65 13.65
(4.33%)
OPEN

310.05

HIGH

329.75

LOW

310.05

NSE 05:30 | 01 Jan Beekay Steel Industries Ltd
OPEN 310.05
PREVIOUS CLOSE 315.00
VOLUME 512
52-Week high 440.00
52-Week low 252.00
P/E 6.26
Mkt Cap.(Rs cr) 627
Buy Price 328.65
Buy Qty 151.00
Sell Price 330.00
Sell Qty 33.00
OPEN 310.05
CLOSE 315.00
VOLUME 512
52-Week high 440.00
52-Week low 252.00
P/E 6.26
Mkt Cap.(Rs cr) 627
Buy Price 328.65
Buy Qty 151.00
Sell Price 330.00
Sell Qty 33.00

Beekay Steel Industries Ltd. (BEEKAYSTEELIND) - Director Report

Company director report

TO THE SHAREHOLDERS

Dear Shareholders

The Board of Directors are pleased to present the 37th Annual Report on the businessand operations of your Company together with the Company’s Audited FinancialStatements (standalone and consolidated) for the financial year ended 31st March 2018.

Financial results

Particulars Standalone Consolidated
Financial Year 2017-18 Financial Year 2016-17 Financial Year 2017-18 Financial Year 2016-17
Operating Income 992.39 779.43 992.39 779.43
Profit before interest depreciation & taxation 143.50 87.02 143.50 87.02
Finance Cost 18.50 18.87 18.50 18.87
Depreciation 14.99 14.82 14.99 14.82
Profit before taxation 110.01 53.33 110.01 53.33
- Current Tax 39.40 18.16 39.40 18.16
- Deferred Tax (0.19) 0.68 (0.19) 0.68
Profit after taxation 70.80 34.49 70.80 34.49
Adjustments 0.0000 0.0010 0.0000 0.0010
Share of Profit/(Loss) from Associates - - (0.18) (0.10)
Balance brought forward 125.56 98.11 126.22 98.87
Profit available for appropriation 196.36 132.60 196.84 133.26
Appropriation
Dividend-Equity Shares 1.90 1.90 1.90 1.90
Dividend Tax 0.39 0.39 0.39 0.39
Transfer to General Reserve 5.00 0 5.00
Remeasurement of net defined benefit plan (net of tax) (0.04) (0.25) (0.04) (0.25)
Balance carried forward 194.11 125.56 194.59 126.22

Financial highlights

• Overall growth achieved of 27% in the turnover from RS 779.43 Crores in theprevious year to RS 992.38 Crores in 2017-18.

• Export sales increased by 247% from RS 79.51 Crores in the previous year to RS275.88 Crores in 2017-18.

• EBIDTA at RS 143.50 Crores has grown by 65% over previous year.

• PAT has also increased extensively by 105% from RS 34.48 Crores in the previousyear to RS 70.79 Crores.

• EPS of the Company for the year ended 31st March 2018 stood RS 37.12 as comparedto RS 18.08 in its previous year.

The overall growth in the turnover and the profit of the Company over the previous yeardriven mainly for increase of sales in TMT Bar segment increase in volume of exports andincrease in volume of job work business. In order to strengthen its market share in

TMT segment the company continued to spend aggressively on advertisement and brandestablishments. Besides efficiency improvement and cost optimization have been followedacross all the functions of the organization.

Dividend

Your Directors are pleased to recommend a dividend of 10% (RS 1/-) per equity share ofRS 10/- each ( Last year RS 1/- ) for the Financial Year ended 31st March 2018 subject toapproval of the shareholders at the ensuing Annual General Meeting. The total outgo onaccount of dividend will be aggregating to H 228.85 Lakhs (including Dividend DistributionTaxes).

The unpaid and unclaimed dividend lying in the Unpaid Dividend Account becomes due tobe transferred to Investor Education

& Protection Fund ("IEPF") after a period of 7 (seven) years. YourDirectors therefore suggest you to claim the unpaid dividend before the last date.

The unpaid and unclaimed Dividend for the year 2009-10 has already been transferred tothe Central Government to Investor Education & Protection Fund ("IEPF") on3rd December 2017. The unpaid and unclaimed Dividend for the year 2010-11 is due to betransferred to Investor Education & Protection Fund ("IEPF") by 2ndDecember 2018.

During the year under review your Company has transferred 360850 nos. of equity sharesof 415 shareholders to Investor Education Protection Fund (IEPF) those who had notclaimed dividend for a period of 7 years with effect from the F.Y. 2008-09 as per theIEPF Rules notified by the Central Govt. from time to time. Your Company also initiates totransfer the equity shares of those shareholders who had not claimed dividend from FY2009-10 till date of the report.

The Register of Members and Share Transfer Books of the Company will remain closed fromSaturday September 22 2018 to Friday September 28 2018 (both days inclusive) for thepurpose of payment of dividend for the Financial Year ended March 31 2018 and the AGM.

Share Capital

The paid up equity share capital as on March 31 2018 stood at RS 190909270/-comprising of 19072052 shares of RS 10/-each fully paid shares and balance of RS 188750is the amount of forfeited shares. The Company has not issued any share during the yearunder review. The company has not issued shares with differential voting rights nor hasgranted any stock options or sweat equity.

Finance

Cash and cash equivalents as at March 31 2018 was RS 521.05 Lakhs (Previous year RS998.36 Lakhs). The company continues to focus on judicious management of its workingcapital Receivables inventories and other working capital parameters were kept understrict check through continuous monitoring.

Deposits

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

Transfer to reserve

The Company has not transferred any amount to the General Reserves out of the profitfor the financial year ended 31st March 2018.

Particulars of loans guarantees or investments

The company has neither given any loans or guarantees nor made any investment duringthe year under review. The overall limit is within the powers of the Board as applicableto the Company in terms of the applicable provisions of the Companies Act 2013.

The detail of the investments made loans or guarantees given by company are given inthe notes to the financial statements.

Internal financial controls

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

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

The Audit Committee of the Company evaluated the adequacy of internal financialcontrol. During the year such controls were tested with reference to financial statementsand no reportable material weakness in the formulation or operations were observed. TheStatutory Auditors of the Company conducted audit on the Company’s internal financialcontrol over financial reporting and the report of the same is annexed with Auditor’sReport.

Corporate social responsibilities initiatives

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

In compliance with section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the disclosures with respect to CSRCommittee and expenditure made by the Company forms part of this Report and marked as"Annexure "A". The Committee met thrice during the year to discharge itsresponsibilities. The CSR Policy may be accessed on the Company’s website at the weblink: https://www.beekaysteel. com.

Extract of annual return

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

Number of meetings of the board

The Board of Directors met 5 (Five) times during the year and the maximum intervalbetween two meetings did not exceed 120 days. The intervening gap between the meetings waswithin the period prescribed under the Act and the Listing Regulations. The details of thenumber of meetings of the Board held during the financial year 2017-18 also form part ofthe Corporate Governance Report.

Director’s responsibility statement

As required by Sections 134(3) (c) & 134 (5) of the Companies Act 2013 yourDirectors state that:

(a) In the preparation of the annual accounts for the year ended 31st March 2018 theapplicable accounting standards have been followed with proper explanation relating tomaterial departures if any;

(b) The accounting policies adopted in the preparation of the annual accounts have beenapplied consistently except as otherwise stated in the Notes to Financial Statements andreasonable and prudent judgments and estimates have been made so as to give a true andfair view of the state of affairs of the Company at the end of the Financial Year 2017-18and of the profit for the year ended 31st March 2018;

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

(d) The annual accounts for the year ended 31stMarch 2018 have been prepared on agoing concern basis.

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

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

Declaration by independent directors

Mr. Brijesh Kumar Dalmia Mr. Bhal Chandra Khaitan Mr. Ravishankar Sridharan Mr.Srikumar Banerjee Mr. Tapan Kumar Banerjee and Mrs. Shyanthi Sengupta are IndependentDirectors on the Board of the Company. The Company has received declarations from all theIndependent Directors of the Company confirming that they meet the criteria ofindependence as prescribed both under the

Companies Act 2013 and Securities and Exchange Board of India (Listing Obligations& Disclosure Requirements) Regulations 2015 (hereinafter ‘ SEBI (LODR)Regulation’).

Company’s policy on director’s appointment and remuneration

Pursuant to provisions of Section 178 of the Companies Act 2013 and SEBI (LODR)Regulations 2015 the Board of Directors of the Company based on the recommendation ofthe Nomination and Remuneration Committee has formulated a Remuneration Policy.

The remuneration policy of the Company inter alia includes the aims and objectivesprinciples of remuneration guidelines for remuneration/ sitting fees to ExecutiveDirectors and Non-Executive Directors fixed and variable components in the remunerationpackage criteria for identification of the Board Members and appointment of seniormanagement.

The criteria for identification of the Board Members including that for determiningqualification positive attributes independence etc. are summarily given hereunder: TheBoard Member shall possess appropriate skills qualification characteristics andexperience. The objective is to have a Board with diverse background and experience inbusiness government academics technology human resources social responsibilitiesfinance law etc. and in such other areas as may be considered relevant or desirable toconduct the Company's business in a holistic manner.

Independent Director shall be person of integrity and possess expertise and experienceand/or someone who the Committee/Board believes could contribute to the growth/philosophy/strategy of the Company.

In evaluating the suitability of individual Board Members the Committee takes intoaccount many factors including general understanding of the Company's business dynamicsglobal business social perspective educational and professional background and personalachievements.

Director should possess high level of personal and professional ethics integrity andvalues. He should be able to balance the legitimate interest and concerns of all theCompany's stakeholders in arriving at decisions rather than advancing the interests of aparticular section.

Director must be willing to devote sufficient time and energy in carrying out theirduties and responsibilities effectively. He must have the aptitude to critically evaluatemanagement's working as part of a team in an environment of collegiality and trust.

The Committee evaluates each individual with the objective of having a group that bestenables the success of the Company's business and achieves its objectives.

Credit rating

During the year under review India Rating and Research Private Limited (Ind-Ra) awing of international rating agency FITCH Group has upgraded and revised yourCompany’s Long-Term Issuer Rating to "IND A-/Stable" from "INDBBB+" . The Outlook is Stable.

Related party transactions

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

The necessary disclosures regarding the transactions as required in Form AOC 2 aregiven in the notes to accounts. The Company has also formulated a policy on dealing withthe Related Party Transactions and necessary approval of the Audit Committee and Board ofDirectors were taken wherever required in accordance with the Policy. The Company has notentered into any specific contract with related parties.

Risk management

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

Board evaluation & criteria for evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the Board carried out an annual performance evaluation of its own performance theindividual Directors as well as the working of the Committees of the Board. The evaluationprocess inter alia considers attendance of Directors at Board and committee meetingsacquaintance with business compliance with code of conduct vision and strategy which isin compliance with applicable laws regulations and guidelines. The performance evaluationof the Independent Directors was carried out by the entire Board. The performanceevaluation of the Chairman and the Non- Independent Directors was carried out byIndependent Directors. Details of the same are given in the Report on Corporate Governanceannexed hereto.

Directors and key managerial personnel

(i) Directors – Retirement by Rotation:

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Manav Bansal & Mr. Vijay Kumar Bansal Directors of the Company wouldretire by rotation from the Board and being eligible offers themselves forre-appointment.

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

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

The present terms of re-appointment of :-

(1) Mr. Suresh Chand Bansal (DIN 00103134) as the Executive Chairman would expire on30th September 2018; for further period of 5 (Five) years commencing from 1st October2018 and

(2) Mr. Vikas Bansal (DIN 00103065) as the Executive Director would expire on 30thSeptember 2018 for further period of 5 (Five) years commencing from 1st October 2018

(3) Mr. Manav Bansal (DIN 00103024) as the Whole-Time Director would expire on 31stMarch 2019 for further period of 5 (Five) years commencing from 1st April 2019;

The Board of Directors at its meeting held on 13th August 2018 has re-appointed Mr.Suresh Chand Bansal as an Executive Chairman and Mr. Vikas Bansal as an ExecutiveDirector Mr. Manav Bansal as a Whole-time Director pursuant to the provisions of sections196 197 198 read with Schedule V and/or any other applicable provisions of the CompaniesAct 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 subject to the approval of the members by separate Special Resolutions for eachre-appointment in the ensuing Annual General Meeting of the Company.

The re-appointments are for further period of 5 (Five) years:-

(1) In the case of Mr. Suresh Chand Bansal commencing from 1st October 2018 and

(2) In the case of Mr. Vikas Bansal commencing from 1st October 2018

(3) In the case of Mr. Manav Bansal commencing from 1st April 2019;

on terms and conditions as mentioned in the explanatory statement to the noticeconvening Annual General Meeting. In accordance to the verification made by the Companyand its Nomination and Remuneration Committee the aforesaid Director is not debarred fromholding of official Director pursuant to any SEBI Order.

The present terms of appointment of Shri Bhal Chandra Khaitan (DIN 00343007) ShriRavishankar Sridharan (DIN: 03120944) and Shri Srikumar Bandhopadhyay (DIN: 03504452) asIndependent Directors would expire on 31st March 2019. The Board of Directors at itsmeeting held on 13th August 2018 has re-appointed Shri Bhal Chandra Khaitan ShriRavishankar Sridharan and Shri Srikumar Bandhopadhyay as Independent Directors pursuantto the provisions of sections 149 152 and other applicable provisions of the CompaniesAct 2013 and the Companies (Appointment and Qualification of Director) Rules 2014subject to the approval of members by special resolutions in the ensuing Annual GeneralMeeting of the Company for a further period of 5 (Five) years being 2nd term of theirappointment commencing from 1st April 2019. In accordance to the verification made by theCompany and its Nomination Committee the aforesaid Directors are not debarred fromholding of official Directors pursuant to any SEBI Order.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under the Act and theListing Regulations.

(iii) Wholetime Key Managerial Personnel (KMP):

In view of the provisions of Section 203 of the Companies Act 2013 Shri Mukesh ChandBansal Managing Director Shri Manav Bansal Wholetime Director & CFO and ShriRabindra Kumar Sahoo Company Secretary are the Key Managerial Personnel of the Company.

During the year under review there was no change in the composition of the Board ofDirectors.

None of the Directors of the Company are disqualified as per section 164(2) of theCompanies Act 2013 and rules made thereunder. The Directors have also made necessarydisclosures to the extent as required under provisions of section 184(1) as applicable.

Details of significant and material orders passed by the regulators courts andtribunals impacting the going concern status and company’s operations in future

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

Adoption of Indian Accounting Standards (Ind AS)

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards (Ind AS) applicable tocertain classes of companies. IND AS has replaced the existing Indian GAAP prescribedunder section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts)Rules 2014. As mandated by the MCA IND AS has been adopted by/is applicable to yourCompany w.e.f. 1st April 2017.

Material changes afiecting the Company

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this Report. There has beenno 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 Act 2013 and SEBI(LODR) Regulation 2015 the Company has framed a Vigil Mechanism/Whistle Blower Policy todeal with unethical behavior actual or suspected fraud or violation of the company's codeof conduct or ethics policy if any. The Vigil Mechanism/Whistle Blower Policy has alsobeen uploaded on the website of the Company.

The Audit committee oversees the vigil mechanism and the persons who avail themechanism are encouraged to escalate to the level of the Audit Committee for any issue ofconcerns impacting and compromising with the interest of the Company and its stakeholdersin any way. This policy also allows the direct access to the Chairperson of the AuditCommittee.

Details relating to remuneration of directors key managerial personnel and employees

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial

Personnel) Rules 2014 is marked as "Annexure– C" which is annexedhereto and forms part of the Directors' Report.

Particulars of employees

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

Company’s website

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

Performance & financial position of associate

A K C Steel Industries Ltd. is a listed Company dealing in manufacturing and trading ofsteel and has reported total revenue of RS 4.29 Crores and has incurred a Loss of RS 64.05Lakhs during the year under review.

The Revenue and the loss incurred by the Associate Company have not directlycontributed since they have not adjusted any loss from the Company incurred by them.

Auditors and auditors’ report Statutory Auditors:

The present Statutory Auditors M/s. LIHALA & CO. Chartered Accountants holdsoffice upto the conclusion of the Annual General Meeting (AGM) to be held for thefinancial year 2018-19. With the amendment of Section 139 of the Companies Act 2013 andRule 3(7) of The Companies (Audit and Auditors) Rules 2014 as amended by the Companies(Amendment) Act 2017 effective from 7th May 2018 the ratification of the Auditors ineach of the Annual general meeting has been done away with and they would not be subjectto ratification during continuation of in the office of the Statutory Auditors’ ofthe Company. Accordingly requisite modification has been proposed for consideration ofthe shareholders in the ensuing Annual General Meeting.

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report doesnot contain any qualification reservation adverse remark or disclaimer.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed Mr. Santosh Kumar Tibrewalla Practicing Company Secretary to conductSecretarial Audit of the Company for the Financial Year 2017-18. The Secretarial AuditReport for the Financial Year ended 31st March 2018 is annexed herewith and marked as"Annexure –D". The Report is self-explanatory and do not call for anyfurther comments. The Secretarial Auditors Report does not contain any qualificationreservation adverse remark or disclaimer.

Cost Auditors:

Pursuant to Section 148 of the Companies Act 2013 in terms of the CentralGovernment's approval the Board of Directors on the recommendation of the Audit Committeere-appointed M/s. Musib & Co. Cost Accountants as the Cost Auditor of the Companyfor the year 2018-19. The remuneration proposed to be paid to the Cost Auditor requiresratification of the shareholders of the Company. In view of this your ratification forpayment of remuneration to the Cost Auditor is being sought at the ensuing Annual GeneralMeeting.

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

The Company submits it’s Cost Audit Report with the Ministry of Corporate Affairswithin the stipulated time period and the Cost Audit Report for the financial year 2016-17has already been filed with MCA.

Corporate governance

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

The Company continues to comply with the requirements of SEBI (LODR) Regulations 2015regarding Corporate Governance. The Report on Corporate Governance together with acertificate from Mr. S.K. Tibrewalla Practicing Company Secretary regarding Compliance ofConditions of Corporate Governance certification by M.D./CEO and the ManagementDiscussion & Analysis Report are attached herewith which form part of this AnnualReport.

Management discussion and analysis report

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

Stock exchange listing

The Equity Shares of your Company are listed on BSE Limited (nationwide tradingterminal). The applicable annual listing fees have been paid to the Stock Exchange tillfinancial year 2018-19.

Code of conduct

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

Code of conduct for prevention of insider trading

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 your Company has adopted the Code of Conduct for Prevention of InsiderTrading and the same is also placed on the Company’s website:www.beekaysteel.com.

Energy conservation technology absorption and foreign exchange earnings and outgo

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

Consolidated financial statements

The Audited Consolidated Financial Statements of your Company for the Financial Year2017-18 is prepared in compliance with the applicable provisions of the Companies Act2013 Accounting Standards as laid down by the Institute of Chartered Accountants of Indiaand the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and forms part of this Annual Report.

Further a statement containing the salient features of the financial statement of theAssociate Company in the prescribed format Form AOC-1 and forms part of this AnnualReport and is annexed hereto and marked as "Annexure-F".

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information willbe available on our website. These documents will also be available for inspection duringbusiness hours at the Registered office of the Company. The Company will also makeavailable copy on specific request by any member of the Company interested in obtainingthe same.

In accordance with regulation 33 of Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company opts to submitconsolidated financial results only on Annual basis and the same has been intimated to theStock exchange.

Disclosures as per applicable act and SEBI (LODR) Regulation 2015 i) Composition ofAudit Committee:

The Board has constituted the Audit Committee under the Chairmanship of Mr. BhalChandra Khaitan. Complete details of the Committee are given in the Corporate GovernanceReport attached as Annexure to this Board’s Report.

ii) Post Balance Sheet events:

There is no other material changes in commitments affecting the financial position ofthe Company occurred since the end of the financial year 2017-18.

iii) Subsidiaries Associates or Joint Ventures:

Your Company has only one Associate Company i.e. M/s. AKC Steel Industries Ltd. anddoes not have any subsidiaries or joint ventures during the year under review.

iv) Nomination Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & Remuneration Committee has laiddown a Nomination Remuneration and Evaluation Policy in compliance with the provisionsof the Companies Act 2013 read with the Rules made therein and the Listing Agreement withthe stock exchanges (as amended from time to time). This Policy is formulated to provide aframework and set standards in relation to the followings:

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

b. Remuneration payable to the Directors KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications positive attributes and independence of aDirector.

There has been no change in the policy since last fiscal. The remuneration/ sittingfees paid to the Directors is as per the terms laid out in the Nomination and RemunerationPolicy of the Company.

The detailed Nomination & Remuneration Policy of the Company is placed on theCompany’s website and can be viewed at www. beekaysteel.com

The sexual harassment of women at workplace (prevention prohibition and redressal)Act 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this Policy. The Policy is gender neutral. During the yearunder review no complaints with allegations of sexual harassment were filed.

Industrial relations

The industrial relation during the year 2017-18 had been cordial. The Directors take onrecord the dedicated services and significant efforts made by the Officers Staff andWorkers towards the progress of the Company.

Appreciation

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

Registered Ofice: For and on behalf of the Board
For Beekay Steel Industries Limited
‘Lansdowne Towers’ Sd/-
4th Floor 2/1A Sarat Bose Road Suresh Chand Bansal
Executive Chairman
(DIN:00103134)
Mukesh Chand Bansal
Kolkata – 700 020 Managing Director
Date: 13th August 2018 (DIN:00103098)