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Visa Steel Ltd.

BSE: 532721 Sector: Metals & Mining
NSE: VISASTEEL ISIN Code: INE286H01012
BSE 09:20 | 24 Sep 12.34 0.58
(4.93%)
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12.34

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12.34

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NSE 09:07 | 24 Sep 12.35 0.55
(4.66%)
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12.35

HIGH

12.35

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OPEN 12.34
PREVIOUS CLOSE 11.76
VOLUME 264
52-Week high 14.80
52-Week low 5.24
P/E
Mkt Cap.(Rs cr) 143
Buy Price 12.34
Buy Qty 34470.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.34
CLOSE 11.76
VOLUME 264
52-Week high 14.80
52-Week low 5.24
P/E
Mkt Cap.(Rs cr) 143
Buy Price 12.34
Buy Qty 34470.00
Sell Price 0.00
Sell Qty 0.00

Visa Steel Ltd. (VISASTEEL) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present this 24th Annual Report and the AuditedStandalone and Consolidated Financial Statements of Accounts of the Company for thefinancial year ended 31 March 2020.

FINANCIAL RESULTS

( Rs. in Million)
Standalone Consolidated
Particulars
2019-20 2018-19 2019-20 2018-19
Revenue from Operations 3478.79 8053.11 6833.44 14142.68
Other Income 397.22 153.19 116.14 159.76
Total Income 3876.01 8206.30 6949.58 14302.44
Profit before interest depreciation tax & exceptional item (197.25) (74.99) (383.05) (95.74)
Finance Cost 168.06 131.23 195.42 186.64
Depreciation 483.15 455.40 1340.55 1333.96
Profit / (Loss) before Exceptional & Extraordinary Items and Taxation (848.46) (661.62) (1919.02) (1616.34)
Exceptional & Extraordinary Items - - - -
Profit /(Loss) before Tax (848.46) (661.62) (1919.02) (1616.34)
Tax Expenses - - - -
Profit / (Loss) after Tax (848.46) (661.62) (1919.02) (1616.34)
Other Comprehensive Income (5.65) (1.18) (6.45) (1.18)
Total Comprehensive Income for the period (854.11) (662.80) (1925.47) (1617.52)

OPERATIONS

The standalone Revenue from operations of the Company reduced to Rs. 3478.79 Millionand profit before interest depreciation tax and exceptional item was at Rs. (197.25)Million for the FY 2019-20. The consolidated Revenue from operations of the Companyreduced to Rs. 6833.44 Million and profit before interest depreciation tax andexceptional item was at Rs. (383.05) Million during the FY 2019-20.

The standalone operations with Ferro Alloy Plant achieved sales quantity of 54278 MTas compared to 107501 MT in the previous year. The consolidated operations achieved salesquantity of 167048 MT Sponge Iron as compared to 262012 MT in the previous year whereasthe Steel operations have been closed since 2017. During the year under reviewoperational performance of your Company has been adversely affected due tonon-availability of working capital for operations and due to high prices of vital rawmaterial which have not moved correspondingly in tandem with the drop in product prices.Your Company has been dependent upon OMC for supply of Chrome Ore and Iron Ore for whichprices being fixed through auction have been very high. The Company has been takingsupport of operational creditors including related parties to continue Plant operationswithout which such operation as a going concern would become impossible and there is arisk of Plant closure and agitation and other law and order problems from workers. TheChrome Ore and Iron price fixing mechanism by OMC is creating challenges on raw materialavailability at viable prices. Meanwhile the Government of Odisha has auctioned severalChrome Ore and Iron Ore mining blocks and the outcome of the auction with extremely highbid premiums are likely to impact the availability and price of raw material andconsequently the earning capability going forward in view of the changed circumstances.The spread of COVID-19 Pandemic since mid-March 2020 has resulted in an unprecedentedcrisis and global recession creating huge uncertainty for business financial markets andeconomy. Such uncertainty combined with the liquidity crisis and the disruptivetechnologies have adversely impacted the automobile and real estate sector therebyaffecting demand for Iron & Steel products.

Scheme of Arrangement for Transfer of Special Steel Business Undertaking

The Scheme of Arrangement between your Company and VISA Special Steel Limited (VSSL)and their respective shareholders and creditors has been sanctioned by the Hon'bleNational Company Law Tribunal Cuttack Bench vide an Order dated 8 July 2019 and theCertified Copy of the order has been filed with Registrar of Companies on 13 July 2019.Consequently the Special Steel Business Undertaking (including Blast Furnace Sponge IronPlant Steel Melting Shop and Rolling Mill) including all its assets and liabilities standtransferred to and vested in VSSL effective from the appointed date of 1 April 2013.However the Hon'ble Supreme Court vide its ex-parte order dated 17 January 2020 in CivilAppeal (Civil) No 56 of 2020 (State Bank of India vs VISA Steel Ltd & Anr) hasdirected issuance of notice and in the meantime stayed the aforesaid NCLT Order. Since theNCLT Order had been given effect to and stood implemented by the Company prior to 17January 2020 the Company is dealing with the aforesaid Civil Appeal before the Hon'bleSupreme Court in consultation with its Advocates.

Debt Resolution

Your Company has been under financial stress since 2011-12 due to various externalfactors beyond the control of the Company and its management. Despite the DebtRestructuring as per CDR LoA dated 27 September 2012 and 31 December 2014 the lendershave not disbursed sanctioned facilities for operations including for setting up of SinterPlant and have adjusted the same towards interest resulting in complete depletion ofworking capital and it now appears that the whole exercise of purported restructuring wasmere ever greening of debt without even considering its adverse effect on Plant operationsand financial performance of your Company. State Bank of India (SBI) had filed anapplication before National Company Law Tribunal for initiating Corporate InsolvencyResolution Process under Insolvency and Bankruptcy Code which stands dismissed and thematter is sub judice before National Company Law Appellate Tribunal. It is expected thatthe overall financial health of the Company would improve after debt resolution andimprovement in availability of working capital for which the Company plan to raise fundsby inducting Investor. Your Company has been requesting lenders to implement a Resolutionas per RBI Guidelines. Several Banks including Vijaya Bank (since merged with Bank ofBaroda) SIDBI Bank of Baroda Dena Bank (since merged with Bank of Baroda) IndianOverseas Bank Central Bank of India UCO Bank and State Bank of Travancore (since mergedwith State Bank of India) have already implemented Resolution through sale of debt toARCs. Other Banks are also in various stages of implementing Resolution through sale ofdebt to ARCs.

Future Outlook

Ferro Chrome is used to produce Stainless Steel and in view of some of the Governmentinitiatives including Atma Nirbhar Bharat Abhiyan with focus on reforms to revive theeconomy the Indian Stainless Steel Sector is expected to grow in future and the demandfor Ferro Chrome is expected to continue to grow consistently. Your Company is committedto its vision to create long term stakeholder value through value addition of naturalresources. The Company is focused on implementing Debt Resolution as per RBI guidelinesand is making efforts for raising funds for working capital ensuring fair price of vitalraw materials reducing cost and improving operational efficiency.

DIVIDEND

In view of the losses incurred by the Company your Directors have not recommended anydividend for the FY ended 31 March 2020.

TRANSFER TO RESERVES

No amount has been transferred to the General Reserve for the FY ended 31 March 2020.

CHANGE IN NATURE OF BUSINESS

During the year under review there has been no change in the nature of business of theCompany.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Dividend

During the year under review no amount was due to be transferred in the Unpaid/Unclaimed Dividend Account FY 2011-12 to the Investor Education and Protection Fund. Mr.Sudhir Kumar Banthiya Company Secretary of the Company continues to be the Nodal Officer(IEPF) of the Company.

SHARE CAPITAL

Your Company's paid up Equity Share Capital is Rs. 1157895000 (Rupees One HundredFifteen Crore Seventy Eight Lac Ninety Five Thousand only) comprising of 115789500Equity Shares of Rs. 10/- each. There has been no change in the Capital Structure of theCompany during the financial year under review.

SUBSIDIARIES

As on 31 March 2020 the Company has four subsidiaries (including two step downsubsidiaries) namely Kalinganagar Special Steel Private Limited Kalinganagar ChromePrivate Limited VISA Ferro Chrome Limited and VISA Special Steel Limited:

(i) Kalinganagar Special Steel Private Limited (KSSPL) a wholly owned subsidiary wasincorporated on 27 May 2013.

(ii) Kalinganagar Chrome Private Limited (KCPL) a wholly owned subsidiary wasincorporated on 1 July 2013.

(iii) VISA Ferro Chrome Limited (VFCL) a step down subsidiary was incorporated on 26July 2013. VFCL is a wholly owned subsidiary of KSSPL.

(iv) VISA Special Steel Limited (VSSL) a step down subsidiary incorporated on 27 July2012 and is a wholly owned subsidiary of VFCL.

Your Company has received approval to transfer the investment held in KalinganagarChrome Private Limited (a subsidiary of your Company) to Kalinganagar Special SteelPrivate Limited (another subsidiary of your Company). Your Company has also receivedapproval to issue new Equity Shares in Kalinganagar Special Steel Private Limited toinduct an investor.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement presented by your Company includes financialinformation of its subsidiaries prepared in compliance with applicable AccountingStandards. A statement containing the salient features of the financial statement of yourCompany's subsidiaries in the prescribed form AOC-1 pursuant to first proviso to Section129(3) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 isannexed separately to the financial statements.

The Annual Accounts of the Subsidiary Companies will be made available to theshareholders of the aforesaid subsidiaries and your Company as and when they demand andwill also be kept for inspection by any investor at the registered office of your Companyand these subsidiaries. The financial statements of your Company and its subsidiaries arealso available on the website of your Company.

In terms of SEBI (Listing Obligation and Disclosure Requirements) 2015 ConsolidatedFinancial Statement confirming to Indian Accounting Standard 110 issued by the Instituteof Chartered Accountants of India is attached as part of the Annual Report.

The highlights of performance of subsidiaries as on 31 March 2020 and theircontribution to the overall performance of your Company during the period under review aretabulated below:

( Rs. in Million)
Name of the Subsidiary Total Income Total Comprehensive Income Profit / Loss considered in Consolidation Net worth Attributable
Kalinganagar Special Steel Private Limited 3517.52 (1071.40) (1071.40) (11829.83)
Kalinganagar Chrome Private Limited - (0.03) (0.03) 0.48

EXTENSION OF DATE FOR HOLDING ANNUAL GENERAL MEETING OF THE COMPANY

In accordance with provisions of Section 96 read with Section 129 of the Companies Act2013 the Annual General Meeting (AGM) of the Company for the FY ended 31 March 2020 wasdue to be held on or before 30 September 2020. The Company approached the Registrar ofCompanies Cuttack to extend time by three months for holding the Annual General Meetingdue to the impact of Covid-19 pandemic world over as holding the Annual General Meetingwithin due date would be very difficult. Necessary approval to hold the Annual GeneralMeeting for the FY 2019-20 up to 31 December 2020 was granted by the Registrar ofCompanies Cuttack.

BOARD MEETINGS

The Board met 5 times during the year the details of which are given in the CorporateGovernance Report that forms part of the Annual Report. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013 and the Securitiesand Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations2015 ("Listing Regulations") as amended from time to time.

Further the Independent Directors at their separate meeting reviewed the performanceof the Board Chairman of the Board and of Non-Independent Directors as required underthe Act and the Listing Agreement.

The Independent Directors at their separate meeting also assessed the quality quantityand timelines of flow of information between your Company Management and the Board ofDirectors of your Company.

COMMITTEES OF THE BOARD

As a matter of good corporate governance and to ensure better accountability and todeal with specific areas/concerns that need a closer view various board level Committeeshave been constituted in terms of the provisions of the Act and the Listing Regulationsunder formal approval of the Board. There exists an Audit Committee Nomination &Remuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee Finance & Banking Committee of Directors of the Board.

The details of the composition brief terms of reference meetings held during thefinancial year 2019-20 attendance of the Board of Directors/ Members etc. of the saidBoard Meeting/ Committees are given in the Report on Corporate Governance annexed heretoare forming part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

The Board comprises of an optimum mix of Executive and Non-Executive Directorsincluding Independent Directors.

In accordance with the provisions of Section 152 of the Companies Act 2013 and interms with the Articles of Association of your Company Mr. Vishal Agarwal Vice Chairman& Managing Director (DIN: 00121539) retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers himself for reappointment. The Board recommendshis reappointment to the members for their approval.

Mr. Pratip Chaudhuri (DIN 00915201) Mr. Dhanesh Ranjan (DIN 03047512) Ms. RupanjanaDe (DIN 01560140) and Mr. Sheo Raj Rai (DIN 07902184) have given declarations confirmingthat they meet the criteria of independence as prescribed both under sub- section (6) ofsection 149 of the Companies Act 2013 and under Regulation 17 of the Listing Regulations.

Subsequent to the end of the year under review Mr. Sheo Raj Rai (DIN 07902184)Independent Director whose first term as an Independent Director expired on 7 August 2020was reappointed as an Independent Director on the Board of the company for a second termof 3 (three) years with effect from 8 August 2020 to 7 August 2023.

Ms. Rupanjana De (DIN 01560140) Independent Director whose first term as anIndependent Director expired on 25 August 2020 was reappointed as an Independent Directoron the Board of the company for a second term of 3 (three) years with effect from 26August 2020 to 25 August 2023.

Key Managerial Personnel

Mr. Vishambhar Saran is responsible for Chief Executive functions of your Company inaddition to being the Whole time Director designated as the Chairman Mr. Vishal Agarwalacts as Deputy Chief Executive Officer in addition to being the Vice Chairman &Managing Director and Mr. Manoj Kumar acts as Chief Operating Officer in addition tobeing the Whole time Director designated as Director (Kalinganagar).

Mr. Ranjan Kumar Jindal ceased to be the Chief Financial Officer of your Company w.e.f31 December 2019 and Mr. Surinder Kumar Singhal was appointed as the Chief FinancialOfficer of your Company w.e.f 30 June 2020.

Mr. Sudhir Kumar Banthiya continues to be the Company Secretary and Compliance Officerof your Company.

BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance theindividual Directors as well as the Board Committees in due compliance with theprovisions of the Companies Act 2013 and the Listing Regulations. The performanceevaluation of the Independent Directors was carried out by the entire Board andperformance evaluation of the Chairman and Non-Independent Directors was carried out bythe Independent Directors.

The Board evaluation was carried out in accordance with the criteria laid down in theNomination and Remuneration policy of the Company.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards have been duly followed bythe Company.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the Companies Act 2013 your Directorsto the best of their knowledge and ability confirm:

(a) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

(b) that the directors had 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 as at 31 March 2020 andof the loss of the Company for that period;

(c) that proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof the company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts had been prepared on a going concern basis;

(e) that the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) that proper systems had been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

AUDIT COMMITTEE

The Audit Committee comprises of 3 (three) Non-Executive Independent Directors. As ondate Ms. Rupanjana De Independent Director is the Chairperson of the Audit Committee.The members of the Committee possess adequate knowledge of Accounts Audit and Financeamong others. The composition of the Audit Committee meet the requirements as per Section177 of the Companies Act 2013 and as is detailed in the Corporate Governance Reportforming part of this Annual Report.

All recommendations made by the Audit Committee during the FY 2019-20 were accepted bythe Board of Directors of the Company.

CEO / CFO CERTIFICATION

As required under SEBI (Listing Obligation and Disclosure Requirements) 2015 Mr.Vishal Agarwal Vice Chairman & Managing Director and Mr. Surinder Kumar SinghalChief Financial Officer of the Company have certified to the Board regarding the FinancialStatements for the year ended 31 March 2020 which is annexed to this Report.

AUDITORS

Statutory Auditors and Auditors Report

The members of the Company had at the 21st Annual General Meeting of the members ofthe Company held on 14 December 2017 approved the appointment of M/s. Singhi & Co.Chartered Accountants (FRN 302049E) as Statutory Auditors of the Company to hold officefrom the conclusion of that Annual General Meeting till the conclusion of 26th AnnualGeneral Meeting.

The para-wise management response to the qualifications / observations made in theIndependent Auditors Report is stated as under:

1. Attention is drawn to Para 2 of the Independent Auditors Report regarding Basis ofQualified Opinion. The clarification of the same is provided in Note No. 16D of theAccounts of the Standalone Accounts.

2. Attention is drawn to Para 5 of the Independent Auditors Report regarding Emphasisof Matter related to Scheme of Arrangement. The clarification of the same is provided inNote No. 36 of the Accounts of the Standalone Accounts.

3. Attention is drawn to Para 4 of the Independent Auditors Report regarding Matterrelated to material uncertainty relating to Going Concern. The clarification of the sameis provided in Note No. 37 of the Accounts of the Standalone Accounts.

4. Attention is drawn to Para viii of Annexure A to the Independent Auditors Report.The clarification of the same is provided in Note No. 16D of the Accounts of theStandalone Accounts.

5. The Auditors observation in para 8 of the Annexure B to the Auditors reportregarding material weakness has been addressed in Note No. 16D of the Standalone Accounts.

Internal Auditors

In terms of the provisions of Section 138 of the Act M/s. L B Jha & Co. anIndependent Chartered Accountants were appointed as Internal Auditors of the Company forFY 2020-21. The Audit Committee in consultation with the Internal Auditors formulates thescope functioning periodicity and methodology for conducting the Internal Audit. TheAudit Committee interalia reviews the Internal Audit Report.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. MKB & Associates Company Secretaries as its

Secretarial Auditor to undertake the Secretarial Audit for FY 2019-20. The report ofthe Secretarial Auditor in specified form MR-3 is annexed herewith as Annexure I and formspart of this report. The report does not contain/contains any observation or qualificationor adverse remarks.

The Board has re-appointed M/s. MKB & Associates Company Secretaries asSecretarial Auditor of the Company for the financial year 2020-21.

Cost Auditors

As per Section 148 of the Companies Act 2013 the Board of Directors has appointedM/s. DGM & Associates (Registration No.00038) Cost Accountants Kolkata as CostAuditors of the Company to carry out the cost audit of the products manufactured by theCompany for the FY ending 31 March 2021. The Company is required to maintain cost recordsas specified by the Central Government under sub-section (1) of Section 148 of theCompanies Act 2013 and accordingly such accounts and records are made and maintained. Thefilings as prescribed under the provisions of Companies Act 2013 were done within the duetime.

Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules2014 appropriate resolutions seeking ratification to the remuneration of the said CostAuditors are appearing in the Notice convening the 24th Annual General Meeting of theCompany.

No frauds have been reported during the financial year under review by the Auditors ofthe Company.

RISK MANAGEMENT

The speed and degree of changes in the global economy and the increasingly complexinterplay of factors influencing the business makes Risk Management an inevitable exerciseand to cater to the same your Company has identified major focus areas for riskmanagement to ensure organisational objectives are achieved and has a robust policy alongwith well-defined and dynamic structure and proactive approach to assess monitor andmitigate risks associated with the business.

The Company has formulated and implemented a risk management policy in accordance withListing Regulations to identify and monitor business risk and assist in measures tocontrol and mitigate such risks. In accordance with the policy the risk associated withthe Company's business is always reviewed by the management team and placed before theAudit Committee. The Audit Committee reviews these risks on periodical basis and ensuresthat mitigation plans are in place. The Board is briefed about the identified risks andmitigation plans undertaken.

The risks faced by the Company are detailed in Management Discussion and AnalysisReport forming part of this Annual Report. In the opinion of the Board as on date thereare no material risks which may threaten the existence of the Company except as stated inManagement Discussion and Analysis Report forming part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS:

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of your Company and its future operations.

INTERNAL CONTROL SYSTEM

Your Company has adequate system of internal control procedures commensurate with itssize and the nature of business. The internal control systems of the Company are monitoredand evaluated by the Internal Auditors and their audit reports are periodically reviewedby the Audit Committee of the Board of Directors of the Company.

Your Company manages and monitors the various risks and uncertainties that can haveadverse impact on the Company's business. Your Company is giving major thrust indeveloping and strengthening its internal audit so that risk threat can be mitigated.Significant audit observations and recommendations along with corrective actions thereonare presented to the Audit Committee for their inputs and suggestions. The Audit Committeethrough Internal Auditor regularly reviews the system for cost control financialcontrols accounting controls etc. to assess the adequacy and effectiveness of theinternal control systems. Such controls have been tested during the year and no reportablematerial weakness in the design or operation was observed. Necessary certification by theStatutory Auditors in relation to Internal Financial Control u/s 143(3) (i) of theCompanies Act 2013 forms part of the Audit Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments which affect the financial positionof the Company that have occurred between the end of the financial year to which thefinancial statements relate and the date of this report except as disclosed.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during FY 2019-20 were on arm's lengthbasis and also in the ordinary course of business. No Related Party Transactions were madeby the Company with Promoters Directors Key Managerial Personnel or other designatedpersons during FY 2019-20 except those reported.

All Related Party Transactions were placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee was obtained on a yearly basis for thetransactions which were of foreseen and repetitive in nature. The transactions enteredinto pursuant to the omnibus approval so granted were audited by M/s Price Waterhouse andCo LLP Chartered Accountants (PWC) and a statement giving details of all Related PartyTransactions was placed before the Audit Committee for its approval on a quarterly basis.PWC concluded that all Related Party Transactions entered into during FY 2019-20 by yourCompany were on Arm's Length Basis and also in the ordinary course of business to theAudit Committee of the Board of Directors of your Company. The policy on Related PartyTransactions as approved by the Board is uploaded on the Company's website atwww.visasteel.com. Information on transactions with Related Parties is given in FormAOC-2 Annexure II and the same forms part of this report. None of the Director (s) or KMP(s) has any pecuniary relationships or transactions vis--vis the Company during FY2019-20 except as disclosed in Notes to Financial Statement forming part of this AnnualReport.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 in respect of Conservation of Energy and TechnologyAbsorption and Foreign Exchange Earnings and Outgo is given in Annexure III forming partof this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the financial statement.

HUMAN RESOURCES

The Company places significant emphasis on recruitment training & development ofhuman resources which assumes utmost significance in achievement of corporate objectives.The Company integrates employee growth with organisational growth in a seamless mannerthrough empowerment and by offering a challenging workplace aimed towards realisation oforganisational goals. To this effect your Company has a training center at its Plant forknowledge-sharing and imparting need based training to its employees. The Company also hasin place a Performance Management System in SAP for performance appraisal of theemployees. To ensure accommodation hospitality and other facilities for its employeesthe Company has set up a modern guest house with all facilities required at Kalinganagar.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(2) & 5(3) of the Companies (Particulars of Employees) Rules 1975 as amendedand the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (theRules) are set out in Annexure IV to this Report. However as per the provisions ofSection 136 of the Companies Act 2013 the Annual Report excluding the aforesaidinformation is being sent to all the members of the Company and others entitled thereto.Any member interested in obtaining a copy of the statement may write to the Company.

The disclosure pertaining to remuneration of Directors Key Managerial Personnel andEmployees as required under Section 197(12) of the Act read with Rule 5(1) of the Rulesare provided in Annexure IVB to this report.

DEPOSITS

The Company has not accepted or renewed any deposits during the year under review.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governanceand adheres to the stipulations prescribed under the Listing Regulations. A Report onCorporate Governance & Shareholder Information together with the Auditors' Certificatethereon is annexed as part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed analysis of the Industry and Company Outlook Company's operations projectreview risk management strategic initiatives and financial review & analysis asstipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 ispresented under a separate section titled "Management Discussion and Analysis"forming part of the Annual Report.

ANNUAL RETURN

The Extract of Annual Return in Form MGT 9 is attached as Annexure V and shall beavailable on the website of the Company i.e. www.visasteel.com .

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instances offraud and mismanagement if any. The policy provides for adequate safeguards againstvictimisation of employees and / or Directors and also provides for direct access to theChairman of the Audit Committee. The Policy is uploaded on the website of the Company atwww.visasteel.com.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee comprises of 3 (three) Directors.As on date Mr. Vishal Agarwal is the Chairman of the CSR Committee.

The Corporate Social Responsibility (CSR) policy recommended by the CSR Committee hadbeen approved by the Board of Directors. During the year the CSR initiatives undertakenby the Company although not mandatory under Section 135 of the Act read with Companies(Corporate Social Responsibility Policy) Rules 2014 are detailed in the Annual Report.

The CSR Policy is available on the website of the Company (www.visasteel.com).

Detailed Annexure as per Companies (CSR Policy) Rules 2014 (as amended from time totime) is attached as Annexure VI.

NOMINATION AND REMUNERATION POLICY

In terms of the requirement of Section 178 of the Companies Act 2013 on therecommendation of the Nomination and Remuneration Committee the Board has approved theNomination and Remuneration Policy (hereinafter referred as "Policy') of the Company.The policy is available on the website of the Company (www.visasteel.com).

The salient features of the policy are as below:

• to lay down criteria for identifying persons who are qualified to becomeDirectors and who may be appointed in Senior Management or as KMP of the Company.

• to lay down the terms and conditions in relation to the appointment ofDirectors Senior Management Personnel or KMP and recommend to the Board the appointmentand removal of Directors Senior Management Personnel or KMP;

• to lay down criteria to carry out evaluation of every Director'sperformance;

• to formulate criteria for determining qualifications positive attributes andIndependence of a Director;

• to determine the composition and level of remuneration including reward linkedwith the performance which is reasonable and sufficient to attract retain and motivateDirectors KMP (s) Senior Management Personnel and other Employees to work towards thelong term growth and success of the Company;

• to devise a policy on the diversity of the Board;

• to assist the Board with developing a succession plan for the Board.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. The Companyhas not received any complaint of sexual harassment during the FY 2019-20.

The Company has complied with provisions relating to the constitution of InternalCompliant Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

ACKNOWLEDGEMENT

Your Directors record their sincere appreciation for the assistance support andguidance provided by all stakeholders including employees banks customers suppliersregulatory & government authorities business associates. The Directors commend thecontinuing commitment and dedication of all employees at all levels and look forward totheir continued support in future. Your Directors value your involvement as shareholdersand look forward to your continuing support.

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