Your Directors take pleasure in presenting the Sixty Seventh AnnualReport together with Audited Annual Financial Statements (including Audited ConsolidatedFinancial Statement) of the Company for the Financial Year ended 31 March 2022.
(Rs. in Crore)
|Particulars ||Standalone ||Consolidated |
| ||FY 2021-22 ||FY 2020-21 ||FY 2021-22 ||FY 2020-21 |
|Revenue from Operations ||5014.82 ||3075.71 ||5280.95 ||3474.20 |
|Earnings Before Interest Taxes Depreciation Amortisation and Exceptional Item ||716.44 ||449.18 ||753.65 ||486.57 |
|Less: Finance Costs ||185.27 ||198.89 ||194.68 ||208.37 |
|Less: Depreciation and Amortisation Expense ||112.58 ||78.67 ||114.68 ||89.99 |
|Profit Before Exceptional Item & Tax ||418.60 ||171.62 ||444.29 ||188.21 |
|Less: Exceptional Item ||- ||- ||- ||(244.23) |
|Profit / (Loss) Before Tax ||418.60 ||171.62 ||444.29 ||(56.02) |
|Less: Tax Expense ||93.00 ||40.67 ||96.72 ||40.21 |
|Profit / (Loss) After Tax ||325.60 ||130.96 ||347.57 ||(96.23) |
|Share of Profit / (Loss) in Associates and Joint Ventures ||- ||- ||- ||5.42 |
|Profit / (Loss) After Tax including share of Associate and Joint Ventures ||325.60 ||130.96 ||347.57 ||(90.81) |
|Attributable to: || || || || |
|Owners of the Parent ||- ||- ||347.28 ||(91.20) |
|Non-Controlling Interest ||- ||- ||0.29 ||0.39 |
|Other Comprehensive Income (Net of Tax) ||52.20 ||25.80 ||57.04 ||27.31 |
|Total Comprehensive Income ||377.80 ||156.76 ||404.61 ||(63.50) |
|Attributable to: || || || || |
|Owners of the Parent ||- ||- ||404.32 ||(63.89) |
|Non-Controlling Interest ||- ||- ||0.29 ||0.39 |
|Opening balance in Retained Earnings ||1396.18 ||637.17 ||1452.80 ||921.19 |
|Closing Balance in Retained Earnings ||1696.19 ||1396.18 ||1773.28 ||1452.80 |
The Directors are pleased to recommend a dividend of Re. 0.80 perEquity Share of face value of Re. 1 each for the Financial Year ended 31 March 2022. Thisdividend is subject to the approval of the Members of the Company at their ensuing AnnualGeneral Meeting ('AGM'). If approved the total outlay on account of dividend for theFinancial Year 2021-22 would amount to Rs. 47.57 Crore.
The Company had declared dividend of Re. 0.25 per Equity Share of facevalue of Re. 1 each for the Financial Year ended 31 March 2021.
The dividend recommended is in accordance with the DividendDistribution Policy of the Company. The Dividend Distribution Policy of the Company isuploaded on the Company's website https://www.electrosteel.com/admin/pdf/1064444546454-Dividend-Distribution-Policy.pdf.
INVESTOR EDUCATION AND PROTECTION FUND
Transfer of Dividend to Investor Education and Protection Fund
In terms of the provisions of Section 124 of the Companies Act 2013('Act') read together with the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 and amendments thereof ('IEPFRules') the Company has transferred Rs. 1558212 (Rupees Fifteen Lakh Fifty EightThousand Two Hundred and Twelve Only) to the IEPF during the Financial Year 2021-22being unpaid/unclaimed dividend amounts relating to the Financial Year 2013-14.
Pursuant to the provisions of the IEPF Rules the Company has uploadedthe details of unpaid and unclaimed amounts lying with the Company as on 31 March 2021(as on the date of closure of previous financial year) on the website of the Company(www.electrosteel.com).
Transfer of Shares to the Demat Account of Investor Education andProtection Fund Authority
In terms of the provisions of Section 124(6) of the Act read with therelevant Rules made thereunder 70287 Equity Shares of the Company in respect of whichdividend was unpaid or unclaimed for the Financial Year 2013-14 and onwards has beentransferred to the Demat Account of the IEPF Authority maintained with National SecuritiesDepository Limited during the Financial Year 2021-22.
Further the voting rights in respect of shares transferred to theDemat Account of the IEPF Authority shall remain frozen until the rightful owner claimsthe shares. Members may note that shares as well as unclaimed dividend transferred to theIEPF Authority can be claimed back. Concerned shareholders are advised to visithttp://www.iepf.gov.in/IEPF/refund.html for lodging claim for refund of shares or dividendfrom the IEPF Authority.
Further the Company has initiated necessary action for transfer of allshares in respect of which dividend declared for the Financial Year 2014-15 and onwardshas not been paid or claimed by the Members for 7 (seven) consecutive years or more.Members are advised to visit the web-linkhttps://www.electrosteel.com/investor/iepf-suspense-account.php.
TRANSFER TO RESERVES
The Company proposes to retain the entire amount of profit in theProfit & Loss Account.
During the year under review the production of Ductile Iron (DI) Pipeswas 603751 MT as against 503048 MT in the previous year. The production of Cast Iron(CI) Pipes at Elavur was 19049 MT in 2021-22 as against 37413 MT in the previous year.
The Financial year 2021-22 was another challenging year for ourOrganization in the perspective of significant increase and fluctuations in input materialprices like Coal Iron Ore and Consumables. On the other hand old orders of DI Pipes haveimpacted our profitability as the cost of production went up but the selling pricesremained unchanged. However having undertaken numerous business strategies in the 2ndhalf of the year with the surge in Pig Iron selling price our organization could recoverthe situation and delivered strong financial result despite of 2nd wave of Global Pandemic(COVID-19). All the management cadres frontline employees and factory workers of theOrganization have put up a strong show to minimize impact of the global crisis.
The Company produced DI Fittings & Accessories 20684 MT in 2021-22as against 14903 MT in 2020-21. Both Khardah and Haldia Fitting Units have demonstrated astrong performance by increasing production and productivity by approximately 38% comparedto previous year which helped in extending terrific support to our experienced Marketingteam to penetrate both domestic and international market. Both Domestic and Exportdispatch of Fittings from the Haldia and Khardah Plants have increased inspite of numerouschallenges like increase in raw material prices along with 2nd wave of COVID-19 pandemic.
At Srikalahasthi Works the shutdown of Mini Blast Furnace (MBF) tocomplete commissioning of new Blast Furnace additional Hot Blast Stoves raw materialhandling system to increase the capacity from 300000 TPA to 400000 TPA which wasplanned to be completed in the 1st quarter of FY 2021-22 was delayed due to 2nd wave ofthe pandemic and consequent non-availability of resources. However the new Blast Furnacewas successfully commissioned on 11 August 2021 thereby increasing the capacity of theBlast Furnace and capacity of DI Pipe from 300000 TPA to 400000 TPA.
As a standard practice various initiatives have been taken further forimprovement in the current Financial Year also taking care of products variety andquantity in both domestic & export markets.
As a continual improvement the Company is focused on improvement inproduction of new range of products productivity quality cost reduction energyconservation and human resource management. Further to meet and improve upon theexpectations of both International and Domestic customers the Company has continued itsactivities towards development and to add a number of product variants to its existingproduct base.
MATERIAL CHANGES AND COMMITMENTS
The Amalgamation of Srikalahasthi Pipes Limited (SPL) with the Companywas approved by the Board of Directors of the respective Companies on 5 October 2020 with"Appointed Date" of 1 October 2020. The National Company Law Tribunal (NCLT)Amravati had approved the said amalgamation vide its orders dated 22 November 2021 and 14December 2021. The said amalgamation was also approved by the NCLT Cuttack vide its orderdated 09 December 2021. Consequent to the approval of the Scheme the certified truecopies of the NCLT orders were made effective from the Appointed Date i.e. 1 October2020 by filing at the portal of the Ministry of Corporate Affairs on 31 December 2021('Effective Date') by both the companies and SPL has amalgamated with the Company and hasceased to exist.
Other than the above there has been no material changes andcommitments affecting the financial position of the Company which have occurred betweenthe end of the financial year of the Company to which the financial statements relate andthe date of this Report other than as mentioned in the 'Operations' section of thisDirectors' Report.
Even while facing adverse situations the Company is taking alladequate steps to honour all its commitments.
There has been no change in the nature of business.
IMPACT OF COVID-19 OUTBREAK
During the quarter ended 30 June 2021 few state governments hadimposed certain restrictions due to surge in Covid 19 cases. However there has been nosignificant impact on the Company's operation/result during the year.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report forms an integral part ofthis Report and gives details of the industry structure developments opportunitiesthreats performance and state of affairs of the Company's business internal controls andtheir adequacy risk management systems including a section on 'Risk Management' and othermaterial developments during the Financial Year 2021-22 and is annexed as Annexure 1.
The Company is having comfortable order book for supply of Ductile Ironpipes and Fittings. Ductile Iron pipe is the safest and most suitable pipe fortransportation of water not only in urban cities but also in rural India. The Company ishopeful that Central and State Governments will continue to give priority and remaincommitted in respect of ongoing and future water supply sewerage and irrigation projectsin the country. With enhanced production capacity the Company should be able to servemore customers and will capture more market share. The Company shall be expanding its DIpipe export market to make its mark across the globe.
However with more focus on backward integration cost reductionexploring alternative markets overcoming logistic constraints and long-term planning forraw materials the Company is confident of maintaining sustained growth.
The Company as one of the major players in the world DI pipe marketcontinues to maintain its dominant position in the export market against competitors.After the gradual abetment of the COVID-19 pandemic the world economy is on the revivalphase and a large portion of our production is being exported to more than 50 countriesacross 5 continents. The Company after entrenching itself in the discerning European andgulf markets as pipe maker of international quality is also continuously expanding itsbusiness to new countries like Tanzania Zambia Congo Nigeria Senegal Morocco inAfrica Vietnam Cambodia Myanmar in South East Asia. The subsidiary in USA is also doingwell.
During the financial year under review the Authorised Share Capital ofthe Company increased from Rs. 500200000/- comprising of 500200000 Equity Shares ofRe. 1.00 each to Rs. 1030200000/- comprising of 1030200000 Equity Shares of Re. 1.00each by virtue of final order passed by NCLT approving the Scheme of Amalgamation ofSrikalahasthi Pipes Ltd with and into the Company. The authorized share capital as on thedate of this Report is Rs. 1030200000/- comprising of 1030200000 Equity Shares of Re. 1.00 each.
During the year under review the Company had issued and allotted161650538 Equity Shares of face value of Re.1.00 each to the shareholders ofSrikalahasthi Pipes Ltd pursuant to the approval of Scheme of Amalgamation ofSrikalahasthi Pipes Ltd with and into the Company. Pursuant to the above allotment theIssued Subscribed and Paid-up Share Capital of the Company has increased toRs..594605247/- comprising of 594605247 Equity Shares of Re.1.00 each. The Companyhas not issued shares with differential voting rights. It has neither issued employeestock options nor sweat equity shares and does not have any scheme to fund its employeesto purchase the shares of the Company. As on 31 March 2022 the Company had no outstandinginstruments convertible into Equity Shares of the Company.
During the year India Ratings and Research (Ind-Ra) has assigned theCompany's Long-Term Issuer Rating of 'IND A+' and Short-Term borrowings of "INDA1+". The Outlook was Stable.
CRISIL has assigned the Company's Long-Term Issuer Rating of 'CRISILA+' and for Short-Term borrowings of "CRISIL A1" The Outlook was Stable.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS
During the year under review there were no significant or materialorder passed by the regulators or courts or tribunals impacting the going concern statusand the Company's operations in future.
1. However earlier in pursuance of the Order dated 24 September 2014issued by the Hon'ble Supreme Court of India (the Order) followed by the Ordinancepromulgated by the Government of India Ministry of Law & Justice (legislativedepartment) dated 21 October 2014 (Ordinance) for implementing the Order allotment ofParbatpur coal block (coal block/mines) to the Company which was under advanced stage ofimplementation had been cancelled w.e.f. 1 April 2015. In terms of the Ordinance theCompany was allowed to continue the operations in the said block till 31 March 2015.Accordingly the said block had been handed over to Bharat Coking Coal Limited (BCCL) asper the direction from Coal India Ltd. (CIL) with effect from 1 April 2015 and the samehas been subsequently allotted to Steel Authority of India Limited (SAIL). The Companyalso understand that SAIL has handed over back the said coal block to the custody of BCCL.The Ministry of Coal has once again put up the Parbatpur Coal Block in the list of minesto be auctioned (for commercial mining) and the auction is likely to be concluded soonsubject to receiving adequate qualified bids. It is significant to note that the Companywill receive the settled compensation amount from the new successful bidder.
Following a petition filed by the Company the Hon'ble High Court atDelhi had pronounced its judgement on 9 March 2017. Accordingly based on the saidjudgement the Company has claimed Rs.153176.00 lakhs towards compensation against thesaid coal block acceptance whereof is awaited. Aggrieved due to delay in acceptance ofclaim and on a petition filed by the Company the Hon'ble High Court had directed theNominated Authority appointed under Ministry of Coal to determine the compensation.Earlier the Nominated Authority had upheld its decision of compensation already paid andthe same was set aside by the Hon'ble High Court with a direction to the Nominatedauthority to reconsider. The Nominated authority further passed an order dated 11November 2019 awarding an additional compensation of Rs. 180.00 lakhs and with a furtherdirection to re-determine the value of certain assets by the appropriate authority. Thenewly appointed Nominated Authority had appointed a valuer to determine the value of thosespecified assets as per the direction of Nominated Authority dated November 11 2019 andthe process of valuation is under progress as per the available information. As perinformation available the recommendation of the valuer read together with therecommendation of the Chief Advisor Cost Ministry of Finance has concurred with thevaluation of almost Rs. 48851 lakhs for one significant asset. The Company has alsoapproached the newly appointed Nominated Authority / Ministry of Coal to similarlyreconsider the compensation determined by the previous Nominated Authority for land andsome other major assets which is pending at the Ministry. Meanwhile the Company is alsoexploring other possibilities.
2. Electrosteel Castings Limited (ECL) as a then promoter ofElectrosteel Steels Limited (ESL) mortgaged its Factory Land at Elavur for securing debtof ESL availed from SREI Infrastructure Finance Ltd (SREI).
In the month of June 2017 State Bank of India (SBI) one of thelenders of ESL filed a petition before National Company Law Tribunal (NCLT) Kolkata forthe initiation of Corporate Insolvency Resolution Process (CIRP) of ESL under theInsolvency and Bankruptcy Code (IBC). Hon'ble NCLT Kolkata vide an order dated 21 July2017 admitted the petition and initiated CIRP thereby imposing a 'moratorium' under IBC.
As a part of CIRP Vedanta Limited (Vedanta) was declared as thesuccessful resolution applicant as their resolution plan was unanimously voted upon bythe Committee of Creditors of ESL. Subsequently the resolution plan was approved byHon'ble NCLT Kolkata vide an order dated 17 April 2018 whereby the moratorium ceased tohave further effect.
From the stock exchange disclosures of ESL dated 4 June 2018 6 June2018 and 21 June 2018 about the details relating to the implementation of Resolution Planit is understood that Vedanta has discharged the entire loan of ESL partly in cash andpartly by allotment of equity shares of ESL at the face value i.e. Rs. 10.00 per share.
After Implementation of Resolution Plan of Vedanta SREI assigned itsso called rights in Factory Land at Elavur to UV Asset Reconstruction Company Ltd(UVARCL).
UVARCL took symbolic possession of Factory Land at Elavur on 19 June2019. Company filed a "Leave to Sue application" at Madras High Court upongrant of leave from Hon'ble High Court. Hearing on "Leave to Sue application"was completed and the Hon'ble High Court opined that only DRT has jurisdiction to hearECL's application.
Simultaneously Company has also filed an application at DRT Chennaichallenging the Possession Notice. DRT Chennai rejected ECL's application on the groundthat DRT has no jurisdiction to hear on validity of Deed of Assignment.
Company filed an appeal at Hon'ble Madras High Court for deciding theforum i.e. Madras High Court or Elavur District Court or DRT who can hear Company'sapplication.
Hon'ble Madras High Court on 13 August 2021 have opined that sinceUVARCL has already initiated SARFAESI action by taking symbolic possession of theproperty hence Company should file an application at DRT for undoing such SARFAESIactions and again come back to civil court for release of title deeds.
To avoid multiple proceedings the Company had filed a Special LeavePetition (SLP) at Hon'ble Supreme Court for deciding appropriate jurisdiction.
Hon'ble Supreme Court directed the Company to file application underSARFAESI Act against UVARCL & SREI at DRT wherein DRT has to decide on two aspectsas under:
a. that the assignee cannot be said to be secured creditor so far asthe appellant (i.e. Electrosteel Castings Ltd) is concerned;
b. that there is no amount due and payable by the plaintiff- appellant(i.e. Electrosteel Castings Ltd) herein on the ground that in view of the proceedingsunder IBC against the corporate debtor (i.e. Electrosteel Steels Ltd) and the corporatedebtor being discharged after the approved resolution plan there shall not be anyenforceable debt against the appellant.
The Company immediately filed application before DRT Chennai.
DRT Chennai dismissed Company's application on 8 April 2022. Thedismissal order was uploaded on website on 27 April 2022. Company immediately filed appealbefore DRAT Chennai.
3. During the year under review UV Asset Reconstruction CompanyLimited (UVARCL) had filed an application before NCLT Cuttack for initiation of CorporateInsolvency and Resolution Process (CIRP) against the Company at NCLT Cuttack althoughthere was no debt due. NCLT Cuttack registry vide email dated 12 June 2021 informed theCompany about such filing. The Company immediately made relevant disclosure to the StockExchanges.
UVARCL is assignee to SREI Infrastructure Finance Ltd (SREI) one ofthe erstwhile lenders of Electrosteel Steels Limited now known as ESL Steel Limited (ESL)to whom Company mortgaged its Elavur Land for securing debt of ESL. The Company has neverextended any Corporate Guarantee for securing such debt i.e. the Company was acting asthird- party security provider to such lender.
ESL has been taken over by Vedanta Limited in the Financial year2018-19 under IBC. As per approved resolution plan of Vedanta entire admitted debt of ESLwas paid and discharged in the form of cash and allotment of Equity shares of ESL.
The Company is of view that since company has never extended anyCorporate Guarantee to the said lender the application under IBC is not maintainable.
Members' attention is invited to Notes on Contingent Liabilities inthe Notes forming part of the Financial Statements.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Internal Financial Controls with reference to the FinancialStatements are considered to be commensurate with the size scale and nature of theoperations of the Company. The system encompasses the major processes to ensurereliability of financial reporting compliance with policies procedures laws andregulations safeguarding of assets and economical and efficient use of resources. Thereare Standard Operating Procedures (SOPs) in all functional activities for which keymanuals have been put in place. The manuals are updated and validated periodically.Approval of all transactions is ensured through a pre-approved Delegation of Authority(DOA) schedule which is in-built into the SAP system wherever required. DOA is reviewedperiodically by the management and compliance of DOA is regularly checked by the Auditors.The Company's books of accounts are maintained in SAP and transactions are executedthrough SAP (ERP) setups to ensure correctness/effectiveness of all transactionsintegrity and reliability of reporting. There is adequate MIS (Management
Information System) which is reviewed periodically by functional heads.
The Internal Auditor of the Company monitors and evaluates the efficacyand adequacy of internal control system in the Company its compliance with operatingsystem accounting procedures and policies at all locations of the Company. The mainthrust of internal audit is to test and review controls appraisal of risks and businessprocesses besides benchmarking controls with best practices in the industry. Based on theInternal Audit Reports process owners take corrective actions in their respective areasand thereby strengthen the controls. The Report is presented before the Audit Committeefor review at regular intervals.
DETAILS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
The Audited Annual Consolidated Financial Statements forming part ofthe Annual Report have been prepared in accordance with the Companies Act 2013 ('theAct') applicable Indian Accounting Standards notified under Section 133 of the Act readwith the Companies (Indian Accounting Standards) Rules 2015 as amended from time totime.
The Company had the following Subsidiaries and Joint Ventures as on 31March 2022:
|Sl. No. Name of the Company ||Status |
|1. Electrosteel Algerie SPA ||Subsidiary |
|2. Electrosteel Castings (UK) Limited ||Subsidiary |
|3. Electrosteel Castings Gulf FZE ||Subsidiary |
|4. Electrosteel Doha for Trading LLC ||Subsidiary |
|5. Electrosteel Europe S.A. ||Subsidiary |
|6. Electrosteel Trading S.A. ||Subsidiary |
|7. Electrosteel USA LLC ||Subsidiary |
|8. Electrosteel Brasil LTDA Tubos e Conexoes Duteis ||Subsidiary |
|9. Electrosteel Bahrain Holding W.L.L ||Subsidiary |
|10. WaterFab LLC (subsidiary of Electrosteel USA LLC) ||Subsidiary |
|11. Electrosteel Bahrain Trading W.L.L (subsidiary of Electrosteel Bahrain Holding W.L.L) ||Subsidiary |
|12. North Dhadhu Mining Company Private Limited ||Joint Venture |
|13. Domco Private Limited ||Joint Venture |
During the year under review Srikalahasthi Pipes Limited ceased to bea Subsidiary Company on 31 December 2021 pursuant to the Scheme of Amalgamation ofSrikalahasthi Pipes Ltd with and into the Company which became effective from 31 December2021.
A Report on the highlights of the performance of each of the Company'ssubsidiaries associates and joint ventures pursuant to the provisions of Section 134(3)of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 is given in Annexure2 to this Report. The statement containing salient features of financial statement ofsubsidiaries associate companies and joint ventures for the Financial Year ended 31March 2022 pursuant to the said Section read with Rule 5 of the said Rules are givenalong with the Standalone Financial Statements.
In accordance with Section 136 of the Act the Audited FinancialStatements including the Consolidated Financial Statements and related information of theCompany and Audited Accounts of each of its subsidiaries are available on the website ofthe Company www.electrosteel.com. Members who wish to inspect these documents can send ane-mail to firstname.lastname@example.org.
STATUS OF AMALGAMATION OF SRIKALAHASTHI PIPES LIMITED WITH THE COMPANY
The Board of Directors of the Company at its meeting held on 5October 2020 based on the Report of the Audit Committee had inter alia approved theScheme of Amalgamation ('Scheme') of Srikalahasthi Pipes Limited ('SPL') with and intoElectrosteel Castings Limited ('the Company'). The Board of Directors of SPL too hadinter alia approved the Scheme at its meeting held on 5 October 2020. The CompetitionCommission of India ('CCI') had accorded its approval to the said proposed Amalgamation on27 November 2020. BSE Limited and the National Stock Exchange of India Limited (NSE) hadalso issued their observations/no-objections to both the Companies vide their respectiveletters dated 25 February 2021.
Upon receipt of the aforesaid Observation Letters from BSE and NSEboth SPL and the Company had filed applications with the concerned National Company LawTribunals ('NCLT/s') seeking directions for calling and conducting meetings of theirrespective creditors or class of creditors or of the members or class of members as thecase may be.
NCLT Amaravati Bench vide order dated 30 April 2021 had directedthat the meetings of shareholders and creditors be held on 16 June 2021 for inter aliaapproving the Scheme. The meetings of shareholders and creditors of SPL were duly held on16 June 2021. The Scheme had been approved with requisite majority of equity shareholdersand unanimously by secured creditors and unsecured creditors of SPL.
NCLT Cuttack Bench vide order dated 26 July 2021 had directed thatthe meetings of shareholders and creditors of the Company be held on 10 September 2021for inter alia approving the Scheme. The meetings of shareholders and creditors of ECLwere duly held on 10 September 2021. The Scheme had been approved with requisite majorityof equity shareholders and unanimously by secured creditors and unsecured creditors of theCompany.
The Company Petition for sanctioning of the Scheme had been filed bySPL before the NCLT Amaravati Bench on 26 June 2021. NCLT Amaravati Bench vide orderdated 22 November 2021 and amendment order dated 14 December 2021 had approved theScheme of Amalgamation of SPL with and into the Company.
The Company Petition for sanctioning of the Scheme had been filed byECL before the NCLT Cuttack Bench on 15 September 2021. NCLT Cuttack Bench vide itsorder dated 9 December 2021 had approved the Scheme of Amalgamation of SPL with and intothe Company
Consequent to approval of the Scheme the certified true copies of theNCLT orders were made effective from the Appointed Date i.e. 1 October 2020 by filingat the portal of the Ministry of Corporate Affairs on 31 December 2021 ('Effective Date')and SPL has amalgamated with the Company and has ceased to exist.
REPORT ON CORPORATE GOVERNANCE
Your Company believes in transparent and ethical corporate governancepractices. The Company's approach to Corporate Governance cascades across its businessoperations and its stakeholders at large to create long term sustainable value.
The Company is committed in maintaining the highest standards ofCorporate Governance and adheres to the stipulations prescribed under the ListingRegulations. A Report on Corporate Governance for the year under review along with theCertificate from the Auditors confirming compliance with the conditions of CorporateGovernance is annexed as Annexure 3 forming part of this Report.
MEETINGS OF THE BOARD
During the Financial Year 2021-22 5 (five) Board Meetings were heldthe details of which are given in the Corporate Governance Report forming part of thisReport and annexed as Annexure 3.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Mahendra Kumar Jalan (DIN: 00311883) Whole-time Director hasresigned from the Board of Directors of the Company with effect from 31 December 2021due to his personal reasons. The Board places on record its appreciation and gratitude forthe valuable contributions made by him during his tenure as Director on the Board of theCompany.
The Members of the Company based on the recommendation of theNomination and Remuneration Committee and the Board of Directors at their Meetings held on3 January 2022 vide Postal Ballot Notice dated 3 January 2022 have -
1) re-appointed Mr. Umang Kejriwal (DIN : 00065173) as the ManagingDirector of the Company for a term of 5 consecutive years with effect from 1 April 2022
2) re-appointed Mr. Mayank Kejriwal (DIN : 00065980) as the JointManaging Director of the Company for a term of 5 consecutive years with effect from 1April 2022.
3) appointed Mr. Ashutosh Agarwal (DIN : 00115092) as a Whole-timeDirector and Chief Financial Officer of the Company for a term of 3 consecutive years witheffect from 3 January 2022
4) appointed Mr. B K Choudhury (DIN : 00766032) as an IndependentDirector of the Company for a term of 5 consecutive years with effect from 10 February2022.
The Members of the Company based on the recommendation of theNomination and Remuneration Committee and the Board of Directors at their Meetings held on14 February 2022 vide Postal Ballot Notice dated 14 February 2022 have -
1) appointed Mr. Virendra Sinha (DIN : 03113274) as an IndependentDirector of the Company for a term of 5 consecutive years with effect from 14 February2022.
2) appointed Mrs. Radha Kejriwal Agarwal (DIN : 02758092) as aWhole-time Director of the Company for a term of 3 consecutive years with effect from 14February 2022
3) appointed Mrs. Nityangi Kejriwal Jaiswal (DIN : 07129444) as aWhole-time Director of the Company for a term of 3 consecutive years with effect from 14February 2022
4) appointed Mr. Madhav Kejriwal (DIN : 07293471) as a Whole-timeDirector of the Company for a term of 3 consecutive years with effect from 14 February2022
5) appointed Mrs. Priya Manjari Todi (DIN : 01863690) as a Whole-timeDirector of the Company for a term of 3 consecutive years with effect from 14 February2022
6) approved the change in designation of Mr. Vyas Mitre Ralli (DIN:02892446) Non-Executive Director to Independent Director of the Company with effect from8 May 2022
7) approved the change in designation of Mr. Shermadevi YegnaswamiRajagopalan (DIN: 00067000) Non-Executive Director to Independent Director of the Companywith effect from 8 May 2022
Mr. Uddhav Kejriwal (DIN : 00066077) and Mr Sunil Katial (DIN :07180348) retire by rotation at the forthcoming AGM and being eligible have offeredthemselves for re-appointment.
In compliance with Regulation 36(3) of the Listing Regulations andSecretarial Standard-2 on General Meetings brief resume and other information of all theDirectors proposed to be re-appointed are given in the Notice of the forthcoming AGM.
There were no other changes in the Board and the Key ManagerialPersonnel during the year.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 of the Act the Directorsstate that:
a) in the preparation of annual accounts for the Financial Year ended31 March 2022 the applicable accounting standards have been followed and there were nomaterial departures requiring any explanation;
b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theFinancial Year and of the profit of the Company for that period;
c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared annual accounts on a 'going concern' basis;
e) they have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and are operatingeffectively; and
f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
Declaration by Independent Directors
Mr. Pradip Kumar Khaitan Mr. Binod Kumar Khaitan Mr. Amrendra PrasadVerma Dr. Mohua Banerjee Mr. Rajkumar Khanna Mr. B K Choudhury Mr. ShermadeviYegnaswami Rajagopalan Mr. Vyas Mitre Ralli and Mr. Virendra Sinha IndependentDirectors have given declarations that they meet the criteria of independence as laiddown in the Act and the Listing Regulations.
Further in terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules2014 as amended the Board of Directors state that in the opinion of the Board Mr. B KChoudhury Mr. Shermadevi Yegnaswami Rajagopalan Mr. Vyas Mitre Ralli and Mr. VirendraSinha whose appointments as Independent Directors of the Company have been approved bythe Shareholders during the year are persons of integrity and possess relevant expertiseand experience. Further Mr. Choudhury Mr. Rajagopalan Mr. Ralli and Mr. Sinha havesuccessfully qualified the online proficiency self-assessment test conducted by the IndianInstitute of Corporate Affairs.
DETAILS OF BOARD COMMITTEES & ADOPTION OF POLICIES
There are 7 Board Committees as on 31 March 2022 viz. AuditCommittee Nomination and Remuneration Committee Stakeholders'Relationship CommitteeCorporate Social Responsibility Committee Risk Management Committee Banking andAuthorisation Committee and Governance Committee.
The Board of Directors of the Company at their Meeting held on 3January 2022 have dissolved the Amalgamation Committee constituted by the Board on 5October 2020 pursuant to the amalgamation of Srikalahasthi Pipes Ltd with and into theCompany with effect from 31 December 2021.
The details of composition terms of reference and meetings held andattended by the Committee members of Audit Committee Nomination and RemunerationCommittee Stakeholders' Relationship Committee Corporate Social Responsibility Committeeand Risk Management Committee are provided in the Corporate Governance Report annexed asAnnexure 3 to this Report.
The Banking and Authorisation Committee comprised of Mr. Binod KumarKhaitan as the Chairman with Mr. Shermadevi Yegnaswami Rajagopalan Mr. Mayank Kejriwaland Mr. Uddhav Kejriwal as its members as on 31 March 2022. The terms of reference forthe Committee include taking various decisions pertaining to the opening or closing ofbank and demat accounts of the Company change in authorised signatories for operation ofdifferent bank and demat accounts subscribing/purchasing/selling/dealing in securities ofCompanies other than related parties and availing broking services making loans from timeto time to Subsidiary Companies/Joint Ventures/Associates for its working capitalrequirement giving guarantee or providing security to any bank in connection with fundbased/non-fund based facilities including loan(s) made to Subsidiary Company/JointVenture/Associate Company by such bank and any other work related to day- to-dayoperations of the Company.
The Governance Committee comprised of Mr. Binod Kumar Khaitan as theChairman with Mr. Mahendra Kumar Jalan and Dr. Mohua Banerjee as its members as on 31March 2021.
Consequent upon the resignation of Mr. Mahendra Kumar Jalan from theBoard of Directors of the Company with effect from 31 December 2021 the Board ofDirectors of the Company at their meeting held on 3 January 2022 reconstituted theGovernance Committee by nominating Mr. Sunil Katial Whole-time Director & CEO of theCompany in place of Mr. Mahendra Kumar Jalan the other Committee members remaining thesame. The terms of reference for the Committee inter-alia include formulating agovernance policy and recommending it to the Board for approval assisting the Board inits ongoing oversight of the quality of governance in the Company and its subsidiariesmonitoring the developments in governance practices of the Company and its subsidiariesand report appropriately to the Board with recommendations advising the Board or anycommittees of the Board of any corporate governance issues in the Company and itssubsidiaries which the Committee determines has a negative impact on the Company'sability to safeguard or improve shareholder value and carrying out any other function asis decided by the Board of Directors of the Company from time to time.
The Company has adopted Whistle Blower Policy and established a VigilMechanism in compliance with provisions of the Act and the Listing Regulations for theDirectors and employees to report genuine concerns and grievances and leak/suspected leakof Unpublished Price Sensitive Information. This mechanism provides adequate safeguardsagainst victimisation of employees and Directors and also provides for direct access tothe Chairperson of the Audit Committee. The Company oversees the vigil mechanism throughthe Audit Committee of the Company. The said Policy is available at the Company's websiteand can be accessed at https://www.electrosteel.com/admin/pdf/1613636847Vigil-Mechanism-Whistle-Blower-Policy.pdf.
Nomination and Remuneration Policy
The Board has adopted a Nomination and Remuneration Policy recommendedby Nomination and Remuneration Committee in terms of the provisions of Section 178 of theAct and Regulation 19 of the Listing Regulations read with Part D of Schedule II thereto.The Policy governs the criteria for determining qualifications positive attributes andindependence of a Director and lays down the remuneration principles for Directors KeyManagerial Personnel and other employees.
The Policy aims to enable the Company to attract retain and motivatehighly qualified members for the Board Key Managerial Personnel (KMP) and otheremployees. It enables the Company to provide a well-balanced and performance- relatedcompensation package taking into account shareholder interests industry standards andrelevant Indian corporate regulations. The policy ensures that the interests of Boardmembers KMP & employees are aligned with the business strategy and risk toleranceobjectives values and long-term interests of the Company and will be consistent with the"pay-for-performance" principle and the remuneration to directors KMP andemployees involve a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals. The policylays down the procedure for the selection and appointment of Board Members and KMP andalso the appointment of executives other than Board Members compensation structure forExecutive Directors Non-Executive Directors KMP and other employees.
The Nomination and Remuneration Policy is available at the Company'swebsite and can be accessed at https://www.electrosteel.com/admin/pdf/1608020082nominationRemunerationPolicy.pdf .
Corporate Social Responsibility Policy
In accordance with the requirements of Section 135 of the Act readwith the Companies (Corporate Social Responsibility Policy) Rules 2014 as amended theCompany has a Corporate Social Responsibility ('CSR') Committee in place. The CSRCommittee has formulated and recommended to the Board the Corporate Social ResponsibilityPolicy of the Company which has been approved by the Board. The Annual Report on CSRactivities/initiatives which includes the contents of the CSR Policy composition of theCommittee and other particulars as specified in Section 135 of the Act read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 as amended are disclosedin Annexure 4 to this Report.
Policy on Board Diversity and Succession Planning for the Board ofDirectors and Senior Management
A Policy on Board Diversity and Succession Planning for the Board ofDirectors and Senior Management as devised by the Nomination and Remuneration Committee isin place to ensure adequate diversity in the Board of Directors of the Company and fororderly succession for appointments on the Board of Directors and Senior Management.
FORMAL ANNUAL EVALUATION OF PERFORMANCE
The Nomination and Remuneration Committee of the Board has formulatedand laid down Criteria and Manner for Evaluation of Performance of the Board itsCommittees and individual Directors pursuant to provisions of Section 178 of the Act andListing Regulations. As per requirements of Section 134 of the Act the manner in whichformal annual evaluation has been made is disclosed below -
A. The Board evaluated the roles functions and duties performed by theIndependent Directors (IDs) of the Company. Each ID was evaluated by all other Directorsbut not by the Director being evaluated. The Board also reviewed the manner in which IDsfollow guidelines of professional conduct as specified in Schedule IV to the Act. Theadherence to Section 149 of the Act the aforesaid Schedule IV the Listing Regulationsand other applicable provisions of law by the IDs were also reviewed by the Board.
B. Performance review of all the Non-Independent Directors of theCompany was made on the basis of the activities undertaken by them expectations of Boardlevel of participation roles played by them leadership qualities and their overallperformance and contribution in the development and growth of the business and operationsof the Company.
C. The Board evaluated the performance of its Committees on the basisof the processes and procedures followed by them for discharging their functions &duties as per their respective terms of references and as assigned by the Board and lawsapplicable their independence from the Board and on the effectiveness of the suggestionsand recommendations made by them to the Board. The Board observed the size structure andexpertise of the Committees to be appropriate and in compliance with the Act and theListing Regulations.
D. The Board evaluated its own performance on the basis of itscomposition having the right mix of knowledge skills and expertise required to driveorganizational performance and conduct of its affairs effectively monitoring of Company'sperformance along with the ability to understand and deal with factors having asignificant bearing developing suitable strategies and business plans at appropriate timeand monitoring its effectiveness implementation of policies and procedures for properfunctioning of the Company frequency of its meetings efforts made by the Board Membersto keep themselves updated with the latest developments in areas.
The evaluation of performance of Board it's Committees and ofindividual Directors was found to be satisfactory.
Meeting of Independent Directors: The Independent Directors of theCompany held a separate meeting without the attendance of Non-Independent Directors andmembers of the management for evaluation of the performance of Non-Independent Directorsthe Board as a whole and Chairman of the Company and for consideration of such othermatters as required under the provisions of the Act and the Listing Regulations.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIALPERSONNEL ('KMP') AND PARTICULARS OF EMPLOYEES
The statement pertaining to particulars of employees including theirremuneration as required to be reported under the provisions of Section 197(12) of theAct read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 [including any statutory modification(s) orre-enactment(s) thereof for the time being in force] (the Rules) are provided in Annexure5A to this Report. However as per the provisions of Section 136 of the Act the Reportsand Accounts for the Financial Year 2021-22 are being sent to the Members and othersentitled thereto excluding this statement. The said statement is available for inspectionby the members at the Registered Office of the Company during business hours on workingdays up to the date of the ensuing Annual General Meeting. If any member is interested inobtaining a copy thereof such member may write to the Company Secretary whereupon a copywould be sent.
The disclosures pertaining to the remuneration of Directors KMP andemployees as required under Section 197(12) of the Act read with Rule 5(1) of the Rulesare provided in Annexure 5B to this Report.
AUDITORS AND AUDITORS' REPORT
M/s. Singhi & Co. Chartered Accountants (Firm Registration Number:302049E) were appointed as the Statutory Auditors of the Company to hold office from theconclusion of the 62nd Annual General Meeting ('AGM') till the conclusion of the 67th AGMof the Company.
The para wise responses of the management to theopinion/remarks/observations made in the Independent Auditors' Report on the financialstatements of the Company for the year ended 31 March 2022 are given below:
1. As regards the Qualified Opinion expressed by the Auditors in theirReport under para (a) under the head 'basis for qualified opinion' and its consequentialreferences made in para nos. 2 (d) (e) (g) and (j)(i) under the head 'Report on OtherLegal and Regulatory Requirements' of their Report and para (I)(b) and (II)(a) of theAnnexure A to the Auditors' Report of even date attention is drawn to Note no. 48(a) ofthe Standalone Financial Statement which are self-explanatory;
2. With respect to the Qualified Opinion expressed by the Auditors intheir Report under para (b) under the head 'basis for qualified opinion attention isdrawn to Note no. 8A.2 of the Standalone Financial Statement which are self-explanatory;
3. On the Auditors' observation made in para (I)(a) of the Annexure Ato the Auditors' Report of even date your Directors wish to inform that all necessarysteps are being taken to regularise the maintenance of proper records for furniture andfixtures.
During the year under review the Auditors had not reported any matterunder Section 143(12) of the Act therefore no detail is required to be disclosed underSection 134(3)(ca) of the Act.
MAINTENANCE OF COST RECORDS AND AUDIT THEREOF
The Company is required to maintain cost records for Pig Iron DI PipeDI Fittings CI Pipe Coke Sponge Iron Power Generating units and Ferro Alloy Product -Si. Mn for every Financial Year as specified by the Central Government under Section148(1) of the Act and accordingly such accounts and records are made and maintained inthe prescribed manner. Further pursuant to Section 148 of the Act read together with theCompanies (Cost Records and Audit) Rules 2014 as amended the Company is required tocarry out audit of the cost accounting records of the Company. M/s. S G & Associates(Firm Registration Number: 000138) Cost Accountants Kolkata were appointed as the CostAuditors of the Company for Financial Year 2021-22.
The Cost Audit Report for the Financial Year 2020-21 was filed on 27August 2021.
M/s. Narasimha Murthy & Co. Cost Accountants in Practice wereappointed as Cost Auditors of Srikalahasthi Pipes Limited ('SPL') to audit the costrecords of SPL by the Board of Directors of SPL at its meeting held on 4 May 2021 forthe Financial Year 2021-22.
Pursuant to the Amalgamation of SPL with and into the Company witheffect from 31 December 2021 the draft Consolidated Cost Audit Report and its relatedannexures of the Company and SPL for the Financial Year 2021-22 will be approved by theBoard of Directors of the Company.
For Financial Year 2022-23 M/s. S G & Associates CostAccountants and M/s. Narasimha Murthy & Co. Cost Accountants have been appointed asJoint Cost Auditors for all the applicable units and products of the Company. Theremuneration proposed to be paid to them for the Financial Year 2022-23 requiresratification of the shareholders of the Company. In view of this the ratification forpayment of remuneration to the Cost Auditors is being sought at the ensuing AGM.
In terms of Section 204 of the Act and Rules framed thereunder M/s. K.Arun & Co. Company Secretaries were appointed to conduct the Secretarial Audit ofthe Company for the Financial Year 2021-22. The report of the Secretarial Auditor isannexed as Annexure 6 to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.
The Board of Directors of the Company at their Meeting held on 10 May2022 have appointed M/s MKB & Associates as the Secretarial Auditor of the Companyfor the Financial Year 2022-23 under the provisions of Section 204 of the Companies Act2013.
In terms of the provisions of Section 138 of the Act M/s. Ernst &Young LLP were appointed as the Internal Auditor of the Company for the Financial Year2021-22. The Audit Committee in consultation with the Internal Auditor formulates thescope functioning periodicity and methodology for conducting the Internal Audit. TheAudit Committee inter-alia reviews the Internal Audit Reports.
The Board of Directors of the Company at their Meeting held on 14February 2022 have appointed M/s Chaturvedi & Co. as the Internal Auditor of theCompany for the Financial Year 2022-23 on the recommendation of the Audit Committee ofDirectors of the Company under the provisions of Section 138 of the Companies Act 2013.
During the Financial Year 2021-22 the Company has not accepted anydeposit within the meaning of Sections 73 and 76 of the Act read together with theCompanies (Acceptance of Deposits) Rules 2014.
LOANS INVESTMENTS GUARANTEES & SECURITIES
The particulars of loans guarantees and investments covered under theprovisions of Section 186 of the Act are given in Note no. 55.3 to the StandaloneFinancial Statements of the Company.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act acopy of the Annual Return of the Company as on the Financial Year ended 31 March 2021 inForm No. MGT-7 can be accessed on the website of the Company at https://www.electrosteel.com/investor/shareholder-information-annual-return.php
Further pursuant to Section 92(3) of the Act the Annual Return of theCompany as on the Financial Year ended 31 March 2022 will be duly uploaded on thewebsite of the Company at https://www.electrosteel.com/investor/shareholder-information-annual-return.php upon filing of the same with the Registrar of Companiesunder Section 92(4) of the Act.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
The Business Responsibility & Sustainability Report as perRegulation 34 of the Listing Regulations detailing the various initiatives taken by theCompany on the environmental social and governance front is annexed as Annexure 7 tothis Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013
The Company has in place a Policy in line with requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013. In compliance with the provisions of the said Act an Internal Complaints Committeeis in place to redress complaints received regarding sexual harassment. The Company hasnot received any complaint of sexual harassment during the Financial Year 2021-22.
RELATED PARTY TRANSACTIONS
The Company has entered into contracts/arrangements with the relatedparties during the Financial Year 2021-22 which were in the ordinary course of businessand on arm's length basis. Thus provisions of Section 188(1) of the Act were notapplicable on the Company and the disclosure in Form AOC-2 is not required. However yourattention is drawn to the Related Party disclosure in Note no. 55 of the StandaloneFinancial Statements.
The Board has approved a policy for Related Party Transactions whichhas been hosted on the website of the Company. The web-link for the same iselectrosteel.com/admin/pdf/1608020034Related-Party-Transaction-Policy.pdf. The RelatedParty Transactions wherever necessary are carried out by the Company as per this Policy.
There were no materially significant related party transactions enteredinto by the Company during the year which may have a potential conflict with the interestof the Company at large. There were no pecuniary relationship or transactions entered intoby any Independent Director with the Company during the year under review.
RISK MANAGEMENT POLICY
The Company has a well-established Risk Management Policy to identifyand evaluate business risks. This framework seeks to create transparency minimise adverseeffect on the business objectives and enhance Company's competitive advantage. The keybusiness risks identified by the Company are economic risk competitor risk industryrisk environment risk operational risk foreign exchange risk etc. and it has propermitigation process for the same. The Audit Committee reviews this policy and evaluates therisk management systems of the Company periodically. A statement indicating developmentand implementation of Risk Management Policy for the Company including identification ofelements of risk if any is provided as a part of Management Discussions & AnalysisReport at Annexure 1 which forms a part of this Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS & OUTGO
The prescribed particulars of Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings & Outgo required to be disclosed underSection 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 isannexed as Annexure 8 and forms a part of this Report.
DISCLOSURE ON THE COMPLIANCE OF SECRETARIAL STANDARDS
The Company is in compliance with the Secretarial Standards issued bythe Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1)and General Meetings (SS-2).
During the year under review:
i) An application at NCLT Cuttack against the company is pending underthe Insolvency and Bankruptcy Code 2016 details of which are mentioned above inDirectors Report; and
ii) The Company had not entered into any one-time settlement with anyBank or any Financial Institution. ACKNOWLEDGEMENT
Your Directors record their sincere appreciation for the assistance andco-operation received from the banks financial institutions government authorities andother business associates and stakeholders. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed services by the Company's executivesstaff and workers especially during the unprecedented COVID-19 pandemic environment.
| ||For and on behalf of the Board of Directors |
| ||Pradip Kumar Khaitan |
|Place: Kolkata ||Chairman |
|Date: 10 May 2022 ||DIN: 00004821 |