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Orissa Sponge Iron & Steel Ltd.

BSE: 504864 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE228D01013
BSE 00:00 | 04 Mar Orissa Sponge Iron & Steel Ltd
NSE 05:30 | 01 Jan Orissa Sponge Iron & Steel Ltd
OPEN 159.70
PREVIOUS CLOSE 160.00
VOLUME 881
52-Week high 160.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 477
Buy Price 0.00
Buy Qty 0.00
Sell Price 160.00
Sell Qty 64.00
OPEN 159.70
CLOSE 160.00
VOLUME 881
52-Week high 160.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 477
Buy Price 0.00
Buy Qty 0.00
Sell Price 160.00
Sell Qty 64.00

Orissa Sponge Iron & Steel Ltd. (ORISSASPONGE) - Director Report

Company director report

Your Directors submit the following report on Financial Results for the year ended 31stMarch 2020:

Financial Results

For the year ended 31st March 2020 For the year ended 31st March 2019
(Rs in lacs) (Rs in lacs)
Revenue/Other income 173.03 3972.42
Profit / (Loss) before depreciation (849.72) (3763.21)
Depreciation & Amortization 566.74 13607.77
Profit / (Loss) before tax (1416.46) (17370.98)
De-recognition of Deferred Tax-Assets - (10019.28)
Profit /(Loss) after tax (1416.46) (27390.23)
Surplus(Deficit) brought forward from previous year (93434.02) (66073.27)
Surplus(Deficit) carried forward to next year (94850.48) (93434.02)

State of Affairs

As reported in the previous years the Company suspended production in June 2012 due tounviable cost economics and continuing losses. The plant operations continues to remainsuspended till the date of this report. The loss for the financial year 2019-20 before taxamount to Rs. 1416.46 lakhs In the present scenario resumption of plant operations andviability of the Company is largely dependent on availability of raw material from captivesources.

Dividend

Your Directors regret their inability to recommend any dividend for the year in view oflosses.

Reserves

The Reserves and Surplus as on 31.03.2020 stands negative at Rs. 2020.23 lakhs.

Future Outlook

The Company was allotted Iron Ore Mines by the Central Government and the StateGovernment of Odisha. Commencement of mining operations from the mines requires severalapprovals clearances and fulfilment of conditions as specified in the respectivedocuments. The Company has received all approvals and clearances including Stage IClearance from the Ministry of Environment and Forest vide Letter dated 21stSeptember 2016 and Compliance Certificate under the Scheduled Tribes and OtherTraditional Dwellers (Recognition of Forest Rights Act) 2006 vide Letter dated 23rdJune 2016. The Company has also received approval under Section 2 (iii) of the ForestConservation Act 1980 for proceeding to execute the Mining Lease. However the matter hasgone to the Court. The Company is hopeful of getting favourable judgement for execution ofmining lease in the near future.

Availability of iron ore from captive mines will permit production at higher capacityand significantly improve profitability of the Company.

Changes in Capital Structure

There is no change in the Equity Capital Structure and Preference Capital Structure ofthe Company during the year. However during the year the Authorised Equity Share Capitalwas increased to Rs. 200 crores (last year Rs. 60 crores) and Preference Share Capital wasincreased to Rs. 50 crores (last year Rs. 20 crores) as approved by the shareholders atthe last Annual General Meeting held on 15.11.2019

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Company has no unclaimed dividend for transfer to Investor Education and ProtectionFund

Subsidiary Company

The Company has no subsidiary on the reporting date.

Directors and Key Managerial Personnel

(1) Independent Directors

The Company had two Independent Directors Mr. Subhash Mishra (DIN 08728903) and Mrs.Ekta Sharma (DIN 08772631) on the reporting date. Mr. Dheeraj Singh Negi (DIN 00304928)was appointed as Independent Director w.e.f 05.09.2020. Proposal for confirmation of theirappointment as Independent Director is being placed before the shareholders at the ensuingAnnual General Meeting.

Mr. Chitranjan Aggarwal (DIN 00823166) resigned from the Board on 20.10.2019 and Mrs.Renu Singal (DIN 05286398) resigned from the Board w.e.f. 11.01.2020. Post the reportingdate Mr. Subhash Mishra (DIN 08728903) relinquished his position as Independent Director.

Your Directors place on record their appreciation for the valuable contribution of theaforesaid Directors as Directors as well as member of the Committees of the Board duringtheir tenure of office.

(2) Nominee Directors

Mr. S.K.Kar (DIN 07220972) resigned from the Board w.e.f. 02.11.2019 and Mr. D.K.Senapati (DIN 03449031) was appointed as Additional Director in the Capacity of NomineeDirector on the Board w.e.f. 06.01.2020 having been nominated by the promoters viz.Industrial Promotion and Investment Corporation of Orissa Limited. Resolution forconfirmation of his appointment by the Shareholders has been included in the notice of theforthcoming AGM

(3) Executive Directors

Mr. Munir Mohanty (DIN 00264239) relinquished his position as Whole-time Director andCFO on 16.09.2019 which was taken on record at the Board Meeting held on 24.09.2019. Hehowever continues as Non-Executive Director.

Mr. Neeraj Kumar (DIN 08138085) who was appointed as Whole-time Director in theprevious Annual General Meeting being nominated by Torsteel Research Foundation in Indiathe Promoters of the Company continues as Whole Time Director in the current financialyear.

Mr. Subhash Mishra (DIN 08728903) was appointed as Additional Director in the categoryof Whole-time Director at the Board Meeting held on 30.09.2020. Proposal for confirmationof his appointment as Whole-time Director is being placed before the shareholders at theensuing Annual General Meeting.

(4) Retirement by Rotation

In accordance with the provisions of Section 152 (6) (c) of the Companies Act 2013Mr. Munir Kamal Mohanty (DIN: 00264239) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

(5) Key Managerial Personnel

The Managing Director the Whole-time Directors Chief Financial Officer and CompanySecretary are the Key Managerial personals on the reporting date.

Meetings

(1) Meeting of the Board of Directors

During the financial year 2019-20 six Meetings were held the details of which aregiven in the Corporate Governance Report. The intervening gap has not exceeded the periodprescribed under the Companies Act 2013.

(2) Meeting of the Independent Directors

In terms of Schedule IV of the Companies Act 2013 and revised Regulation 25 (3) ofSEBI (LODR) Regulation 2015 a meeting of the Independent Directors was held on28.02.2020 wherein the performance of the non-independent Directors including the Chairmanand the Board as a whole was reviewed. The Independent Directors also assessed thequality quantity and timeliness of flow of information between the Company management andthe Board of Directors of the Company.

Corporate Governance

(1) Directors' Responsibility Statement

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013 the Directorshereby confirm that:

a) In the preparation of the annual accounts for the year ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures from the standards.

b) Accounting policies were selected are applied consistently. Judgments andestimates that are reasonable and prudent are made so as to give a true and fair view ofthe state of affairs of the Company as at 31st March 2020 and of the Loss ofthe Company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

d) The Accounts for the financial year ended 31st March 2020 havebeen prepared on a going concern basis.

e) The laid down internal financial controls to be followed by the company areadequate and are operating effectively

f) Proper system devised by the company to ensure compliance with the provisionsof all applicable laws were adequate and are operating effectively

(2) Management Discussion and Analysis

A detailed report on the Management Discussion and Analysis for the year under reviewas stipulated under Regulation 34 (2) (e) read with Section B of Schedule V of SEBI (LODR)Regulation 2015 is provided as a separate Section in the Annual Report which forms partof this Directors Report

(3) Corporate Governance Report

A detailed report on Corporate Governance as stipulated under Regulation 34(3) readwith Section C of Schedule V to SEBI (LODR) Regulation 2015 is provided in a separatesection and forms part of this Directors Report

A Certificate from M/s A.K.Labh & Co. Practicing Company Secretaries confirmingthe status of compliance with the conditions of Corporate Governance as stipulated underthe aforesaid Regulation is attached to the Report on Corporate Governance.

(4) CEO & CFO Certification

As required under Regulation 17(8) read with Part B of Schedule II to SEBI (LODR)Regulation 2015 the Whole-time Director and the Chief Financial Officer have providedCompliance Certificate to the Board of Directors.

Related Parties

Related Party transactions are disclosed in Note No. 32 of the Notes on Accounts andforms part of this report.

There are no materially significant related party transaction made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large

Committees of the Board

(1) Audit Committee

The composition and terms of reference of the Audit Committee have been furnished inthe Corporate Governance Report forming part of this Report. There has been no instancewhere the Board has not accepted the recommendation of the Audit Committee

(2) Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committeehave been furnished in the Corporate Governance Report forming part of this Report.

(3) Stakeholders Relationship Committee

The composition and terms of reference of the Stakeholders Relationship Committee havebeen furnished in the Corporate Governance Report forming part of this Report.

(4) Ethics Committee

The composition and terms of reference of the Ethics Committee have been furnished inthe Corporate Governance Report forming part of this Report.

(5) Risk Management Committee

The composition and terms of reference of the Risk Management Committee have beenfurnished in the Corporate Governance Report forming part of this Report.

Policies and Codes

(1) Remuneration Policy

The Policy of the Company on appointment and remuneration of Directors Key ManagerialPersonnel and Senior Management Personnel including criteria for determiningqualification positive attributes independence of a Director and other matters providedin Section 178 (3) of the Companies Act 2013 is dealt in detail in the Report onCorporate Governance

(2) Whistle Blowers Policy

The Company has formed a Whistle Blower Policy/Vigil Mechanism as required underSection 177 (9) of the Companies Act 2013 and Regulation 22 of SEBI (LODR) Regulation2015 A Vigil (Whistle Blower) Mechanism provides a channel to the Directors and Employeesto report their concerns about unethical behaviour actual or suspected fraud or violationof the code of conduct / business ethics that provides for adequate safeguards againstvictimization of the director(s) and employee (s) who avail of the mechanism. No director/ employee have been denied access to the Chairman of the Audit Committee. The said Policymay be referred to at the Company s Website.

(3) Risk Management Policy

The process of identification and evaluation of various risks inherent in the businessenvironment and the operations of the company and initiation of appropriate measures forprevention and /or mitigation of the same are dealt with by the concerned operationalheads under the overall supervision of the Managing Director of the Company. The RiskManagement Committee periodically reviews the adequacy and efficacy of the overall riskmanagement system.

(4) Policy on prevention of Sexual Harassment

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Woman at the Workplace (Prevention Prohibition &Redressal) Act 2013 covering all employees of the Company. Internal Complaints Committeehas been set up for the purpose. No complaint was received during the year. The AuditCommittee periodically reviews the adequacy of the system on prevention of sexualharassment overall risk management system.

(5) Policy on Corporate Social Responsibility

The provisions of Section 135 of the Companies Act 2013 is not applicable to theCompany. However the internal CSR Policy encompasses the Company s philosophy for givingback to the society as a corporate citizen. CSR activities in the Company are carriedthrough OSIL TRFI Community Services Trust.

(6) Policy on determining Material Subsidiaries

As the Company has no subsidiary the requirement of Regulation 34(3) read withSchedule V Part C (10) (e) of SEBI (LODR) Regulations 2015 is not applicable to theCompany

(7) Policy on Materiality of and Dealing with Related Party Transactions

As required under Regulation 23 of SEBI (LODR) Regulation 2015 the company hasformulated a Policy on Materiality of and Dealing with Related Party Transaction and thesame has been put up on the Company s Website.

(8) Code of Conduct

Code of conduct for Prevention of Insider Trading and Code of Corporate DisclosurePractices for prevention of Insider Trading

In compliance with the provisions of SEBI (Prohibition of Insider Trading)Regulations 1992 as amended from time to time the Company has in place a comprehensivecode of conduct for its Directors and Senior Management Officers Which lays downguidelines and procedures to be followed and disclosures to be made while dealing withshares of the Company so as to preserve the confidentiality and prevent misuse ofunpublished price sensitive information by Directors and specified employees of theCompany. This policy also provides for periodical disclosures from designated employees aswell as pre clearance of transactions by such persons so that they may not use theirposition or knowledge of the company to gain personal benefit or to provide benefit to anythird party.

Corporate Social Responsibility

Your Company could not provide financial assistance to Green Field School located inPalaspanga Dist. Keonjhar Odisha for Children education in view of the financial lossessuffered by the Company for the year under review.

Quality

Your Company continues to follow the Quality Management System for Production andsupply of Sponge Iron and Steel Billets and possesses Certificate of Registration of ISO9001:2008 from British Certification Inc. Your Company is proud of maintaining the cleanenvironment in the vicinity of the Plant and your Company s Environmental ManagementSystem applicable to production and supply of Sponge Iron and Steel Billets has beencertified under ISO 14001:2004 by British Certification Inc. The occupational Health andSafety Management System of your Company has also been certified by the same Agency andyour Company complies with the requirements of OHSAS 18001:2007.

Listing with Stock Exchanges

The Company has been subjected to the consequences of SEBI (Delisting) Regulations2009 as the listed equity shares of Bilati (Orissa) Limited which was promoted by theCompany was compulsorily de-listed vide Bombay Stock Exchange (BSE) pursuant to theaforesaid provisions. As a result the company could not pursue it s in principle approvalfor revocation of suspension from trading on its shares. As a consequence BSE proceededto initiate action for compulsory delisting under the provisions of SEBI (Delisting)Regulations 2009. In fact a public announcement was also made by BSE in leadingnewspapers on 08.06.2019. However the whole matter of delisting has been put on hold byBSE following the instructions from SEBI having regard to the shareholding in the companyby Industrial Promotion and Investment Corporation of Orissa Limited being a GovernmentCompany which was informed to the Company vide letter dated 14.01.2020

The annual listing fees have been paid to the Stock Exchanges up to 2019-20 where theCompany s shares are listed. However the annual listing fee for 2020-21 has not been paidin view of the action initiated by BSE for delisting of shares. Your Company s applicationto National Stock Exchange (NSE) for listing and Calcutta Stock Exchanges for de-listingis pending before the respective Exchanges.

Reconciliation of Share Capital

In compliance of the directions of Securities and Exchange Board of India (SEBI)Reconciliation of Share Capital is being carried out quarterly by a Practising CompanySecretary. The findings of the Reconciliation of Share Capital were satisfactory.

Conservation of energy technology absorption foreign exchange earnings and outgo

Since the plant operations are closed from June 2012 no figures are available forconservation of energy; technology absorption etc as required under the provisions of theAct read with Rule 8 (3) of the Companies (Accounts) Rules 2014.The relevant informationapplicable to the company under these circumstances are given below:

(1) During the year the Company has purchased electricity 259800 Units (last year496080 units) from NESCO amounting to Rs. 30.33 lakhs (last year Rs. 44.47 lakhs)

(2) During the year the Company has neither earned nor spent in foreign currency.

Particulars of Employees

There were no employees drawing the requisite remuneration whose names are required tobe disclosed as required under Section 197 of the Companies Act 2013 read with Rule 5 (2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Industrial Relations

Industrial relations have by and large remained cordial during the year.

Audit/Auditors

(1) Statutory Auditors

M/s A. K.Bhardwaj & Co. Chartered Accountants FRN 316085E Membership No 052723was appointed as Statutory Auditors at the Annual General Meeting of the Company held on19.02.2016 to hold office for a period of five years up to the conclusion of the AnnualGeneral meeting in 2020. His term of office would expire on conclusion of the ensuing AGM.

Having regard to the instant Rules and Regulations concerning rotation of Auditors theBoard of Directors appointed M/s B D S & Co. Chartered Accountants (FRN 326264E) fora period of three years commencing from Financial Year 2020-21 subject to approval of themembers at the ensuring Annual General Meeting.

(2) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remunerations of Managerial Personnel) Rule 2014 the Company appointedMs. Disha Dugar Practicing Company Secretary PCS) to conduct Secretarial Audit for thefinancial year ended 31st March 2020. The Report on Secretarial Audit isprovided in the Annexure and forms part of this Report.

(3) Cost Auditors

Pursuant to the provision of Section 148 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. B. Ray & Associates Cost Accountants Kolkatawas re-appointed as Cost Auditor of the Company for the year 2019-20 to conduct audit ofcost records maintained by the Company.

Auditors' Report

Explanation to remarks made in the Statutory Auditors Report and Secretarial AuditorsReport pursuant to Section 134(3)(f) of the Companies Act 2013 is given in Annexure Iforming part of the Directors Report.

Extract of Annual Return

The extract of the Annual Return in Form MGT 9 is provided in the Annexure and formspart of this Report.

Significant and Material Orders Passed by the Regulators/Courts/Tribunals

There are no significant material orders passed by the Regulators/Courts/Tribunalswhich would impact the going concern status of the Company and its future operations.

Acknowledgement and Appreciation

The Directors acknowledge with gratitude the co-operation extended by CentralGovernment State Government Local and District Administration Suppliers Customers andShareholders and solicit their continued support. The Directors also wish to place onrecords their sincere appreciation of the dedicated services put in by the Company sworkers staff and executives under difficult conditions.

For and on behalf of the Board

Neeraj Kumar Whole-time Director Subhash Mishra Whole-time Director

Place: New Delhi Dated: 06.11.2020

Annexure I to the Director's Report

Explanation to the Auditors' Report and Secretarial Auditors' Report pursuant toSection 134 (3) (f) of the Companies Act 2013

(1) Explanation to Statutory Auditor's Report

a) Reference to Annexure B to the Audit Report vide Para 7 (a) & (b) ofyour Directors submit that due to shut down of plant operations since 2012 and in theabsence of regular flow of funds fund situation continues to be critical. Consequentlythe undisputed liability on account of Central Sales Tax Orissa Sales Tax Entry Tax andProvident Fund dues could not be paid and efforts are being made to settle the issues. Theother claims made by various departments are disputed and contested by the Company in theappropriate forum.

b) There are no other observation or adverse remarks in the Auditors Reportwhich require any clarification/explanation in the Directors Report. The Notes on Accountsforming part of the financial statements are self-explanatory and needs no furtherexplanation.

(2) Explanation to Secretarial Auditor's Report

c) Reference to para (I) A) (i) of the Report your Directors submit that theposition of company secretary was vacant in the first two quarters till appointment of newcompany secretary on 23rd September 2019. Consequently no company secretary was presentat the meeting.

a) Reference to para (I) A) (ii) of the Report your Directors submit that inspite of the efforts taken the Company could not find a suitable candidate for filling upthe position of Company Secretary caused by the resignation of the earlier CompanySecretary within a short period of time. However the position has been filled up and a newCompany Secretary was appointed w.e.f. 23.09.2019.

b) Reference to para (I) A) (iii) of the Report your Directors submit that theCommittee Meeting could not be held for the 1st and 3rd quarter asthe committee was reduced to one member only due to resignation of Independent Director.However the Board discharged the functions of the Audit Committee at the Board Meeting.

c) Reference to Para (I) A (iv) of the Report your Directors submit that due toresignation of Independent Directors the Audit Committee and Nomination Committee wasreduced below the required minimum. Efforts are being taken to include other Directors inthe respective committees for proper constitution.

d) Reference to the Audit Report vide Para I B (i) xiii A (i) & (ii) and ixB your Director submit that the claim/allegations made by the parties is disputed andbeing contested by the Company in the appropriate forums

e) Reference to Para (d) (A) & (D) of the Report your Directors submit thatthe Company has been subjected to the consequences of SEBI (Delisting) Regulations 2009as the listed equity shares of Bilati (Orissa) Limited which was promoted by the Companywas subjected to compulsory delisting of its shares by BSE pursuant to the aforesaidprovisions. As a result the company could not pursue it s in principle approval forrevocation of suspension from trading on its shares. Having regard to these facts theCompany was subjected to compulsory delisting process initiated by BSE so much that PublicNotice in this regard was given by BSE on 08.06.19. However the whole matter wassubsequently put on hold by BSE on the advice of SEBI due to the shareholding in thecompany by Industrial Promotion and Investment Corporation of Orissa Limited being aGovernment Company. The matter has been taken up with BSE for a resolution to the issue.As the company was already suffering on all counts of delisting as mentioned above andfurther having regard to initiation of similar action against the company was delistingcompliance under SEBI (LODR) Regulations 2015 was not found to be appropriate.

f) Reference to Para (ix) A and the concluding Para vide serial no I of theAudit Report your Directors submit that due to shut down of plant operations since 2012and in the absence of regular flow of funds fund situation continues to be critical.Consequently the undisputed liability on account of Central Sales Tax Orissa Sales TaxEntry Tax Provident Fund dues Employee Pension Fund dues could not be fully paid.

g) Reference to the second last para of the Audit Report your Directors submitthat on the reporting date the company had 6 Directors out of which two were whole-timedirectors two were independent directors one nominee director and one non-executivedirector. While the balance in the board composition was well maintained under theCompanies Act 2013 the Board is short of one independent directors required under SEBI(LODR) Regulations 2015. This shortfall happened due to the resignation of oneindependent director in the last quarter of the financial year which could not be filed upwithin the financial year.

h) Other than the above observations of the Auditors in their Report which havebeen specifically addressed no explanation is given on other observations as all of themcomprise of statement of facts.

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended 31st March 2020

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

1. REGISTRATION AND OTHER DETAILS

i CIN L27102OR1979PLC000819
ii Registration Date 9th April1979
iii Name of the Company ORISSA SPONGE IRON AND STEEL LIMITED
iv Category /Sub-Category of the Company Public Listed Company having Share Capital
v Address of the Registered office and contact details OSIL House Gangadhar Meher MargBhubaneswar-751024 Phone: 0674-3016500 to 503 Fax: 0674-3016505/535 E-mail:corporate@orissasponge.com Website: www.orissasponge.com
vi Whether listed company Yes/ No Yes
vii Name Address and Contact details of Registrar and Transfer Agent if any M/s. Link Intime India Private Ltd Room No 502 & 503 5th Floor Vaishno Chamber 6 Brabourne Road Kolkata 700001 Phone No:033-40049728 & 40731698 E-mail: kolkata@linkintime.co.in Website:www.linkintime.co.in

2. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated. There is no business activity during the year due to shut down ofplant operations since June 2012

SL. No. Name and Description of main products/ services NIC Code of the Product/ service % to total turnover of the company
1 Sponge Iron 24102 NA
2 Power generated from waste heat 35102 NA
3. Sale of Technology & Engineering Services 71100 NA

3. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

SL. No. Name and address of the Company CIN/GLN Holding/Subsidiary/ Associate % of Shares held Applicable Section
Not Applicable

4. SHARE HOLDING PATTERN i) Equity share Capital Breakup as percentage of TotalEquity

Category of shareholders

No. of shares held at the beginning of the year

No. of shares held

at the end of the year

% change during the year
Demat Physical Total % of total shares Demat Physical Total % of total shares
A.Promoter
1. Indian
a) Individual/HUF 154155 - 154155 0.517 154155 - 154155 8.614 -
b)Central Govt. - - - - - - - - -
c)State Govt. 1455999 - 1455999 4.888 1455999 - 1455999 4.888 -
d) Bodies Corporate 3682190 - 3682190 12.361 3682190 - 3682190 12.361 -
e)Banks/FI - - - - - - - - -
f)Any Other 2550589 - 2550589 8.561 2550589 - 2550589 0.465 -
Sub- Total (A)(1) 7842933 - 7842933 26.327 7842933 - 7842933 26.327
2. Foreign
a)NRIs-Individuals - - - - - - - - -
b)Other-Individuals - - - - - - - - -
c)Bodies Corporate - - - - - - - - -
d)Banks/FI - - - - - - - - -
e)Any Other - - - - - - - - -
Sub- Total (A)(2) - - - - - - - - -
Total Shareholding of Promoters (A)=(A)(1)+(A)(2) 7842933 - 7842933 26.327 7842933 - 7842933 26.327 -
B.Public Shareholding
1. Institutions
a)Mutual Funds/UTI 3775 11837 15612 0.052 3775 11837 15612 0.052 -
b) Banks/FI 2000000 1240 2001240 6.718 2000000 1240 2001240 6.718 -
c) Central Govt. - - - - - - - - -
d) State Govt. - - - - - - - - -
e)Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs 200 - 200 0.001 200 - 200 0.001 -
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others(specify) - - - - - - - -
NBFC registered with RBI 1187 - 1187 0.004 1187 - 1187 0.004
Foreign Bank 5500000 - 5500000 18.462 - - - - -18.462
Sub-Total (B)(1) 7505162 13077 7518239 25.237 2005162 13077 2018239 6.775 -18.462
2. Non-Institution
a) Bodies Corporate
i) Indian 6448871 2805924 9254795 31.067 15776867 2864592 18641459 62.576 31.509
ii)Overseas - - - - - - - -
b) individuals
i) individual Shareholders holding nominal share capital up to Rs.1 lakh 321053 427698 748751 2.513 431075 308877 739952 2.484 -0.029
ii)Individual Shareholders holding nominal share capital in excess of Rs.1 lakh 49850 4340076 4389926 14.737 512596 - 512596 1.721 -13.016
b) Others (specify) 35356 - 35356 0.119 34821 - 34821 0.117 .002
Sub –Total(B)(2) Total Public 6855130 7573698 14428828 48.435 16755359 3173469 19928828 66.897 18.462
Shareholding (B)=(B)(1)+(B)(2) 14360292 7586775 21947067 73.673 18760521 3186546 21947067 73.673 -
C. Shares held by Custodian for GDRs & ADRs - - - - - - - -
Grand Total (A+B+C) 22203225 7586775 29790000 100 26603454 3186546 29790000 100
D.Non Promoter-Non Public - - - - - -
Custodian /DR Holder - - - - - - - -
Employee Benefit Trust Under SEBI (Share based Employee Benefit) Regulations 2014 - - - - - - - -
Total(A) +(B)+(C)+(D) 22203225 7586775 29790000 100 26603454 3186546 29790000 100

ii) Shareholding of Promoters

Sr. No. Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No.of shares % of total Shares of the company % of Shares Pledged/ Encumber- ed to total shares No.of shares % of total Shares of the company % of Shares Pledged/ Encumber- ed to total shares %change in share holding during the year
1. Torsteel Research Foundation In India 2550589 8.562 1.863 2550589 8.562 1.863 -
2. TRFI Investment Pvt. Ltd 3682190 12.361 - 3682190 12.361 - -
3. Industrial Promotion & Investment Corp. of Odisha Ltd. 1455999 4.888 - 1455999 4.888 - -
4. Dr. Prasanta Kumar Mohanty 115555 0.387 0.386 115555 0.387 0.386 -
5. Mrs. M.Mohanty 38600 0.129 - 38600 0.129 - -
Total 7842933 26.327 2.249 7842933 26.327 2.249 -

iii) Change in Promoters Shareholding (Please specify if there is no change)

SL. No.

Shareholding at the beginning of the year (01.04.2019)

Cumulative Shareholding during the year(31.03.2020)

No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 7842933 26.32 7842933 26.32
(No Change) No Change in %)
Date wise Increase / Decrease in
Promoters shareholding during the year specifying the reasons for increase .decrease (e.g. allotment /transfer /bonus/ sweat equity etc): NA. NA.
At the End of the year 7842933 26.32 7842933 26.32

There is no change in Promoters Shareholding between 01.04.2019 and 31.03.2020

iv) Shareholding Pattern of Top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs)

SL. No. Name of the Top 10 Shareholders

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1. BKM Mining Private Limited - - 5500000 18.463
2. Standard Chartered Bank 5500000 18.463 - -
3. SRN Minerals and Mining Private Limited - - 3554692 11.932
4. Saini Alloys Pvt.Ltd. 2790000 9.366 2790000 9.366
5. ICICI Bank Ltd. 2000000 6.714 2000000 6.714
6. Monnet Ispat & Energy Ltd. 1994633 6.696 1994633 6.696
7 Nitesh Bindal 1280000 4.297 - -
8. Akshita Bindal 1275000 4.280 - -
9. Hitesh Goel 1272480 4.272 - -
10.. Ultra Modern Exports Private Ltd. 999900 3.357 999900 3.357
11. Multistar Construction Pvt.Ltd. 999900 3.357 999900 3.357
12. Matchless Infrastructure Private Limited 803298 2.697 803298 2.697
13. Brightsun Merchants Private Limited 647936 2.175 647936 2.175
14 BNS Tours & Travels Private Limited 513951 1.725 513951 1.725

(v) Shareholding of Directors and Key Managerial Personnel

Shareholding at the beginning of the year

Shareholding at the end of the year
1. Dr.Prasanta Kumar Mohanty Chairman & Managing Director No. of Shares % of total shares of the company No. of Shares % of total shares of the company
At the Beginning of the year 115555 0.387 115555 0.387
Date wise Increase /Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer /bonus/sweat equity etc) None None
At the end of the year 115555 0.387 115555 0.387

vi) Indebtness

Indebtedness of the Company including interest outstanding /accrued but not due forpayment

Secured Loans Unsecured Loans Deposits Total
Excluding deposits Indebtedness
(Rs. In lacs) (Rs. In lacs) (Rs. In lacs) (Rs.in Lacs)
Indebtness at the beginning of the financial year
I) Principal Amount 7370.45 232.53 - 7602.98
ii)Interest due but not paid 77.48 - - 77.48
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 7448.43 232.53 - 7680.96
Change in indebtness during the financial year
Addition 964.96 - - 964.96
Reduction - - - -
Net Change 964.96 - - 964.96
Indebt ness at the end of the financial year
i) Principal Amount 8237.95 232.53 - 8470.48
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 175.44 - - 175.44
Total (i+ii+iii) 8413.39 - - 8413.39

I REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and / or Manager

SL.No. Particulars of Remuneration Dr.P.K.Mohanty Mr. Neeraj Kumar Total
1. Gross Salary
(a) Salary as per provision contained in Section17(1) of the Income taxAct1961 NIL 774000 774000
(b) Value of perquisites u/s 17(2) of the Income tax Act1961
(c) Profits in lieu of salary under Section 17(3) of the Income tax Act1961
2. Stock Option NIL NIL NIL
3. Sweat Equity NIL NIL NIL
4. Commission NIL NIL NIL
- as % of profit NA NA NA
- others specify
5. Others please specify NA NA NA
(Contribution to Provident Fund Pension Gratuity and Superannuation Funds
6. Total(A) NIL NIL NIL
Ceiling as approved by the Central Government (exclusive of exempted items) NIL NIL NIL

B. Remuneration to other Directors:

No remuneration has been paid to non-executive directors including independentdirectors during the year.

C. Remuneration to Key Managerial Personnel Other than MD/Manager/WTD

SL. No. Particulars of Remuneration

Key Managerial Personnel

Mr. Vikal Madan (Company Secretary) Mr. Chandan Kumar Mishra (CFO)
1. Gross Salary 372000 378000
(a) Salary as per provisions contained in Section17(1)
(b) Value of perquisites u/s 17(2) of the Income-tax Act1961 - -
(c) Profit in lieu of salary under Section 17(3) of the Income-tax Act1961 - -
2. Stock Option - -
3. Sweat Equity - -
4. Commission - -
- as % of profit - -
- other specify
5. Others please specify - -
(Contribution to provident Fund Pension Gratuity & Superannuation Fund
6. Total 372000 378000

II PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the companies Act Brief description Details of Penalty/ Punishment/Compo unding fees imposed Authority[RD /NCLT/Court] Appeal made. If any(give details)
NIL NIL NIL NIL NIL NIL

.