TO THE SHAREHOLDERS
The Board of Directors are pleased to present the Thirty Eighth (38th) Annual Report onthe business and operations of your Company together with the Company's Audited FinancialStatements (standalone and consolidated) for the financial year ended 31st March 2019.
| || || || ||(Rs in Crores) |
|Particulars ||Standalone ||Consolidated |
| ||Financial Year 2018-19 ||Financial Year 2017-18 ||Financial Year 2018-19 ||Financial Year 2017-18 |
|Operating Income ||960.37 ||992.39 ||960.37 ||992.39 |
|Profit before interest depreciation & taxation ||182.30 ||143.50 ||182.30 ||143.50 |
|Finance Cost ||15.77 ||18.50 ||15.77 ||18.50 |
|Depreciation ||16.37 ||14.99 ||16.37 ||14.99 |
|Profit before taxation ||150.16 ||110.01 ||150.16 ||110.01 |
|- Current Tax ||51.10 ||39.40 ||51.10 ||39.40 |
|- Deferred Tax ||0.80 ||(0.19) ||0.80 ||(0.19) |
|Profit after taxation ||98.26 ||70.80 ||98.26 ||70.80 |
|Share of Profit/(Loss) from Associates ||- ||- ||0.83 ||(0.18) |
|Balance brought forward ||194.11 ||125.56 ||194.59 ||126.22 |
|Profit available for appropriation ||292.36 ||196.36 ||293.67 ||196.84 |
|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 || || || ||0 |
|Remeasurement of net defined benefit plan(net of tax) ||(0.07) ||(0.04) ||(0.07) ||(0.04) |
|Balance carried forward ||290.14 ||194.11 ||291.45 ||194.59 |
The Standalone Gross Revenue from operations for FY 2019 was Rs 960.37 crores(Previous Year Rs 992.38 crores)
The Operating Profit stood at Rs 182.30 crores as against Rs 143.50 crores inthe Previous year
The Net Profit for the year stood at Rs 150.16 crores against Rs 110.01 croresreported in the previous year
EPS of the Company for the year ended 31st March 2019 stood at Rs 51.52 ascompared to Rs 37.12 in its previous year.
The Company continues to retain the overall growth in the turnover and the profit ofthe Company over the previous year driven mainly for increase in volume in TMT Barsegment increase in volume of structurals sections for engineering infrastructure andautomotive sectors with a steady growth in volume of job work business with itsinstitutional partners. The Company is strengthening B2C (TMT Bars) segment throughspending aggressively on advertisement and brand establishments. The conversion businessof the Company accounts 14%-16% of the revenue provides stability to revenue and EBIDTA.Besides efficiency improvement and cost optimization have been followed across all thefunctions of the organization.
There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport.
Your Directors are pleased to recommend a dividend of 20% ( Rs 2/-) per equity share ofRs 10/- each (Previous year Re.1/- ) for the Financial Year ended 31st March 2019 subjectto approval of the shareholders at the ensuing Annual General Meeting. The total outgo onaccount of dividend will be aggregating to Rs 459.10 Lakhs (including DividendDistribution Taxes).
Investor Education and Protection Fund (IEPF)
The unpaid and unclaimed dividend lying in the Unpaid Dividend Account becomes due tobe transferred to Investor Education & Protection Fund ("IEPF") after aperiod of 7 (seven) years. Your Directors therefore suggest you to claim the unpaiddividend before the last date.
During FY 2018-19 on 4th December 2018 the Company has transferred unpaid andunclaimed dividend for the year 2010-11 of Rs 263598/- to IEPF in accordance with theprovisions of Section 125 of the Companies Act 2013 read with the Investor Education andProtection Fund (Accounting Audit Transfer and Refund) Rules 2016 (including amendmentsthereof ).
Pursuant to the provisions of Section 124 (6) of the Companies Act 2013 InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (including amendments thereof ) read with circulars and notifications issuedthereunder all the shares in respect of which dividend has not been paid or claimed for 7consecutive years or more shall be transferred by the Company in the name of InvestorEducation and Protection Fund (IEPF).
In accordance with the aforesaid provisions the Company is yet to transfer equityshares to Investor Education Protection Fund (IEPF) those who had not claimed dividendfor a period of 7 years with effect from the F.Y. 2009-10 as per the IEPF Rules notifiedby the Central Govt. from time to time. Your Company has also initiates to transfer theequity shares of those shareholders who had not claimed dividend from FY 2010-11 till dateof the report.
Any shareholder whose shares are transferred to IEPF can claim the shares as per theIEPF rules made thereunder by making an online application in Form IEPF-5 (available onwww.iepf.gov.in) along with the fees prescribed to the IEPF authority with a copy to theCompany.
Reminders are sent to the Shareholders who have not claimed their dividends and whoseshares are due to be transferred to IEPF in accordance with provisions of Companies Act2013 and IEPF Rules made thereunder.
The paid up equity share capital as on March 31 2019 stood at Rs 190909270/-comprising of 19072052 shares of Rs 10/-each fully paid shares and balance of Rs188750/- is the amount of forfeited shares.
Your Company has not issued any equity shares equity shares with differential rightsSweat equity shares Employees' Stock Options and did not purchase its own shares. Hencethere is no information to be provided as required under Rule 4(4) Rule 8(13) Rule 12(9)and Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014 and Section 62of the Companies act 2013 respectively.
Cash and cash equivalents as at March 31 2019 was Rs 650.35 Lakhs (Previous year Rs521.05 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.
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 2019.
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 particulars of loans guarantees and investments have been disclosed in the notesof the Financial Statements for the year ended 31st March 2019 and form a part of thisAnnual Report.
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 material weaknesswas 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
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 4 (four) times during the year todischarge its responsibilities. The CSR Policy may be accessed on the Company's website atthe web link: https://www. beekaysteel.com .
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 as providedunder section 92(3) of the Companies Act 2013 and Rule 12 of the Companies (Managementand Administration) Rules 2014 is enclosed as "Annexure- B" and the same isplaced on the website of the Company at the following link https://www. beekaysteel.com.
Pursuant to Section 134(3) (a) of the Companies Act 2013 and amendments thereof theAnnual Return for the financial year 2018-19 is placed on the website of the Company atthe following link https://www.beekaysteel.com.
Number of Meetings of the Board
The Board of Directors met 4 (Four ) times during the year and the maximum intervalbetween two meetings did not exceed 120 days. The gap between any two consecutive meetingsdid not exceed one hundred and twenty days in terms of the Regulation 17(2) of Securities& Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges Secretarial Standards and the provision ofCompanies Act 2013.
The details of the number of meetings of the Board held during the financial year2018-19 also form part of the Corporate Governance Report.
Director's Responsibility Statement
Pursuant to the Directors Responsibility Statement as referred to in Sections 134(3)(c) & 134 (5) of the Companies Act 2013 your Directors hereby confirm that :
(a) In the preparation of the annual accounts for the year ended 31st March 2019 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 2018-19and of the profit for the year ended 31st March 2019;
(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) The annual accounts for the year ended 31st March 2019 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. Bhal Chandra Khaitan Mr. Ravishankar Sridharan Mr. Srikumar Banerjee Mrs.Shyanthi Dasgupta and Mr. Bharat Kumar Nadhani are Independent Directors on the Board ofthe Company. The Company has received declarations from all the Independent Directors ofthe Company confirming that they meet the criteria of independence as prescribed bothunder the Companies Act 2013 and Securities and Exchange Board of India (ListingObligations & Disclosure Requirements) Regulations 2015 (hereinafter SEBI LODRRegulation').
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:
The Board Member shall possess appropriate skills qualificationcharacteristics and experience. The objective is to have a Board with diverse backgroundand experience in business government academics technology human resources socialresponsibilities finance law etc. and in such other areas as may be considered relevantor desirable to conduct the Company's business in a holistic manner.
Independent Director shall be person of integrity and possess expertise andexperience and/or someone who the Committee/Board believes could contribute to the growth/philosophy/strategy of the Company.
In evaluating the suitability of individual Board Members the Committeetakes into account many factors including general understanding of the Company's businessdynamics global business social perspective educational and professional background andpersonal achievements.
Director should possess high level of personal and professional ethicsintegrity and values. He should be able to balance the legitimate interest and concerns ofall the Company's stakeholders in arriving at decisions rather than advancing theinterests of a particular section.
Director must be willing to devote sufficient time and energy in carryingout their duties and responsibilities effectively. He must have the aptitude to criticallyevaluate management's working as part of a team in an environment of collegiality andtrust.
The Committee evaluates each individual with the objective of having a groupthat best enables the success of the Company's business and achieves its objectives.
During the year under review ( 2018-19) India Rating and Research Private Limited(Ind-Ra) a wing of international rating agency FITCH Group has upgraded and revised yourCompany's Long-Term Issuer Rating to "IND A-/Stable" from "IND BBB+" .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 the Company's Promoters Directors and others asdefined in section 2(76) of the Companies Act 2013 and the SEBI (LODR) Regulations 2015during 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.
The Company has a robust Risk Management framework to identify evaluate businessrisks and opportunities. This framework seeks to minimize adverse impact on the businessobjectives and enhance the Company's competitive advantage. The framework also defines therisk management approach across the enterprise at various levels. Risk Management forms anintegral part of the Company's planning process.
Board Evaluation & Criteria for Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI LODR Regulations 2015the 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 evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non- Independent Directors wascarried out by Independent Directors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company. Details of the same are givenin the Report on Corporate Governance annexed hereto. Details of the same are given in theReport 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 other applicable provisions ofthe Companies Act 2013 and the Articles of Association of the Company Mr. Vikas Bansal(DIN: 00103065) & Mr. Gautam Bansal (DIN : 00102957) 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 appointment Mrs. Shyanthi Dasgupta (DIN: 07139909) as IndependentWoman Director would expire on 30th March 2020. Based on the recommendation of theNomination & Remuneration Committee (NRC) and pursuant to the performance evaluationthe Board of Directors at its meeting held on 12th August 2019 has re-appointed Mrs.Shyanthi Dasgupta as Independent Woman Director pursuant to the provisions of sections149 152 and other applicable provisions of the Companies Act 2013 and the Companies(Appointment and Qualification of Director) Rules 2014 subject to the approval of membersby special resolution in the ensuing Annual General Meeting of the Company not liable toretire by rotation to hold office for a further period of 5 (Five) years being SecondTerm of her appointment commencing from 31st March 2020. In accordance to theverification made by the Company and its Nomination Committee the aforesaid Director isnot debarred from holding of official Director pursuant to any SEBI Order.
Pursuant to the provisions of sections 149 152 and other applicable provisions of theCompanies Act 2013 and the Companies (Appointment and Qualification of Director) Rules2014 Mr. Bharat Kumar Nadhani (DIN: 01842863) has been recommended by the NRC and thenappointed as an Additional Director (Independent) by the Board of Directors at theirmeeting held on 29.04.2019. The Board recommended his appointment as Normal IndependentDirector 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 convening the AGM to be heldon Saturday September 21 2019.
(iii) Cessation/Death of Director
Mr. Brijesh Kumar Dalmia had resigned from the office of Independent Director witheffective from 29th April 2019 due to his pre-occupation. Mr. Dalmia was joined the Boardas an Independent Director on November 29 2006. The Board of Directors places on recordits appreciation towards Mr. Dalmia's contributions during his tenure as an IndependentDirector of the Company.
Mr. Tapan Kumar Banerjee Independent Director has suddenly passed away on 30th June2019. Mr. Banerjee was in the Board since 31st March 2015. The Board of Directors placeson record its appreciation towards Mr. Banerjee's contributions during his tenure as anIndependent Director of the Company.
(iv) Wholetime Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. Mukesh ChandBansal Managing Director Mr. Manav Bansal Wholetime Director & CFO and Mr.Rabindra Kumar Sahoo Company Secretary are continuing to be the Key Managerial Personnelof the Company. During the year under review there has been no change in the KeyManagerial Personnel.
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
There have been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company's operations in future.
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 SEBILODR Regulation the Company has framed a Vigil Mechanism/Whistle Blower Policy to dealwith unethical behavior actual or suspected fraud or violation of the Company's code ofconduct or ethics policy if any. The Vigil Mechanism/Whistle Blower Policy has also beenuploaded on the website of the Company.
Commitment towards highest moral and ethical standards in the conduct of business is ofutmost importance to the Company. The Audit committee oversees the vigil mechanism and thepersons who avail the mechanism are encouraged to escalate to the level of the AuditCommittee for any issue of concerns impacting and compromising with the interest of theCompany and its stakeholders in any way. This policy also allows the direct access to theChairperson of the Audit Committee and makes protective disclosures about the unethicalbehavior actual or suspected fraud or violation.
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 "AnnexureC" 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 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.
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 comprehensive databaseof information including the Financial Results of your Company Shareholding patternDirector's & Corporate Profile details of Board Committees Corporate Policies andbusiness activities of your Company. All the mandatory information and disclosures as perthe requirements of the Companies Act 2013 and Companies Rules 2014 and as per the SEBILODR Regulations 2015 (erstwhile Listing Agreement) has been uploaded.
Performance & Financial Position of Associate
A K C Steel Industries Ltd. is an associate Company and is listed with CSE. The Companyis dealing in machining job and trading of steel and has reported total revenue of H.6.66Crores (Previous Year Rs 4.29 Crores) and has earned a profit of H.298.15 Lakhs (PreviousYear incurred a Loss of Rs 64.05 Lakhs) during the year under review.
Auditors and Auditors' Report
The present Statutory Auditors M/s. LIHALA & CO. Chartered Accountants shallhold office for a period of Five years from the financial year 2018-19. With the amendmentof Section 139 of the Companies Act 2013 and Rule 3(7) of The Companies (Audit andAuditors) Rules 2014 as amended by the Companies (Amendment) Act 2017 effective from 7thMay 2018 the ratification of the Auditors in each of the Annual general meeting has beendone away with and they would not be subject to ratification during continuation of in theoffice of the Statutory Auditors' of the Company.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
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 2018-19. The Secretarial AuditReport for the Financial Year ended 31st March 2019 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.
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 Committeehas appointed M/s. Somnath Roy & Associates Cost Accountants as the Cost Auditor ofthe Company for the year 2019-20 in the place of outgoing Cost Auditors M/s. Musib &Co. Cost Accountants.
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 2017-18has already been filed with MCA.
As per the requirements of the Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time your Company is required tomaintain cost records and accordingly such accounts are made and records have beenmaintained.
The Company has in place proper systems to ensure compliance with the provisions of theapplicable secretarial standards issued by The Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively.
Your Company has initiated by providing the shareholders to avail the option ofreceiving online the requisite documents i.e. notices annual reports disclosures and allother communications by registering their e-mail Ids. For the success of GreenInitiative' as per MCA circular no. 17/2011 & No. 18/2011.
The Company continues to comply with the requirements of SEBI LODR Regulations 2015and amendments thereto regarding Corporate Governance. The Report on Corporate Governancetogether with a certificate from Mr. S.K. Tibrewalla Practicing Company Secretaryregarding Compliance of Conditions of Corporate Governance certification by M.D./CEO andthe Management Discussion & Analysis Report are attached herewith which form part ofthis Annual Report.
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 2019-20.
Code of Conduct
The Code of Conduct for Directors KMPs and Senior Executives 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 Year2018-19 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 to 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
i) Composition of Audit Committee:
The Board has constituted the Audit Committee under the Chairmanship of Mr. BhalChandra Khaitan. Complete details of the Committee are given in the Corporate 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 2018-19.
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 adopted a Policy on Prevention Prohibition and Redressal of SexualHarassment at Workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. The Policy is gender neutral. During the year under reviewno complaints with allegations of sexual harassment were filed.
The industrial relation during the year 2018-19 had been cordial. The Directors take onrecord the dedicated services and significant efforts made by the Officers Staffs andWorkers towards the progress of the Company.
The Board of Directors sincerely thanks and wishes to place on record its appreciationfor the cooperation and assistance received from the Government of India the StateGovernments of Andhra Pradesh Tamil Nadu West Bengal and Jharkhand; the financialinstitutions banks Auditors and the Employees of the Company for their whole-heartedco-operation and unstinted support. The Board of Directors want to express their deep-feltthanks and best wishes to all the shareholders for the continued support and the trustthey have reposed in the Management. The Directors look forward to a better future andfurther growth of your 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 |
|Kolkata 700 020 ||Executive Chairman |
|Date: 12th August 2019 ||(DIN:00103134) |
| ||Sd/- |
| ||Mukesh Chand Bansal |
| ||Managing Director |
| ||(DIN:00103098) |