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Visa Steel Ltd.

BSE: 532721 Sector: Metals & Mining
NSE: VISASTEEL ISIN Code: INE286H01012
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OPEN 14.44
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VOLUME 11
52-Week high 26.50
52-Week low 11.30
P/E
Mkt Cap.(Rs cr) 167
Buy Price 13.88
Buy Qty 700.00
Sell Price 14.38
Sell Qty 300.00
OPEN 14.44
CLOSE 14.12
VOLUME 11
52-Week high 26.50
52-Week low 11.30
P/E
Mkt Cap.(Rs cr) 167
Buy Price 13.88
Buy Qty 700.00
Sell Price 14.38
Sell Qty 300.00

Visa Steel Ltd. (VISASTEEL) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present this 25th Annual Report and theAudited Standalone and Consolidated Financial Statements of Accounts of the Company forthe financial year ended 31 March 2021.

FINANCIAL RESULTS

(Rs in million)

Standalone Consolidated
Particulars
2020-21 2019-20 2020-21 2019-20
Revenue from Operations 5666.73 3478.79 9763.63 6833.44
Other Income 438.13 397.22 114.46 116.14
Total Income 6104.86 3876.01 9878.09 6949.58
Profit before interest depreciation tax & exceptional items (90.08) (197.25) 44.98 (383.05)
Finance Cost 196.06 168.06 169.88 195.42
Depreciation 465.16 483.15 1284.62 1340.55
Profit / (Loss) before Exceptional & Extraordinary Items and Taxation (751.30) (848.46) (1409.52) (1919.02)
Exceptional & Extraordinary Items 2151.17 - 10563.22 -
Profit /(Loss) before Tax (2902.47) (848.46) (11972.74) (1919.02)
Tax Expenses - - - -
Profit / (Loss) after Tax (2902.47) (848.46) (11972.74) (1919.02)
Other Comprehensive Income (12.88) (5.65) (12.57) (6.45)
Total Comprehensive Income for the period (2915.35) (854.11) (11985.31) (1925.47)

OPERATIONS

The standalone Revenue from operations of the Company was Rs 5666.73 million andprofit before interest depreciation tax and exceptional items was at ` (90.08) millionfor the FY 2020-21. The consolidated Revenue from operations of the Company was Rs9763.63 million and profit before interest depreciation tax and exceptional items wasat Rs 44.98 million during the FY 2020-21.

The standalone operations with Ferro Alloy Plant achieved sales quantity of 66720 MTas compared to 54278 MT in the previous year and operated under conversion arrangementeffective Q4 FY 2020-21. The Sponge Iron and Pig Iron Plant operated under conversionarrangement whereas the Steel operations have been closed since 2017. The Company hascarried out impairment test of capital work in progress and Steel assets of VISA SpecialSteel Limited (VSSL) in accordance with IND-AS and an impairment loss has been recognisedas an Exceptional item.

During the year under review operational performance of your Company has beenadversely affected due to non-availability of working capital for operations and otherexternal factors. The Company has been taking support of operational creditors includingrelated parties to continue Plant operations under conversion arrangement without whichsuch operation as a going concern would become impossible and there is a risk of Plantclosure and agitation and other law & order problems from workers.

The spread of Covid-19 Pandemic since mid-March 2020 and subsequent lockdowns hasresulted in an unprecedented crisis creating huge uncertainty for business markets andthe economy. The Company has been focused on ensuring safety of employees and complianceof guidelines issued by Government of India and Government of Odisha for prevention ofCovid-19.

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 was sanctioned by the Hon'ble NationalCompany Law Tribunal Cuttack Bench vide an Order dated 8 July 2019 and the Certified Copyof the order was filed with Registrar of Companies on 13 July 2019. Consequently theSpecial Steel Business Undertaking (including Blast Furnace Sponge Iron Plant SteelMelting Shop and Rolling Mill) including all its assets and liabilities stood transferredto 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 inCivil Appeal (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 an application before National Company Law Tribunal(NCLT) for initiating Corporate Insolvency Resolution Process (CIRP) under Insolvency andBankruptcy Code (IBC) which was dismissed by NCLT Cuttack bench. SBI preferred an appealbefore National Company Law Appellate Tribunal (NCLAT) New Delhi which has directed NCLTto restore the application and proceed further in accordance with law. The NCLAT order hasbeen challenged by the Company in the Hon'ble Supreme Court and the matter is pending. Itis expected that the overall financial health of the Company would improve after debtresolution and improvement in availability of working capital for which the Company plansto raise funds by inducting Investor.

Your Company has been requesting lenders to implement a Resolution as per RBIGuidelines. Several Banks including Vijaya Bank (since merged with Bank of Baroda) SIDBIBank of Baroda Dena Bank (since merged with Bank of Baroda) Indian Overseas BankCentral Bank of India UCO Bank and State Bank of Travancore (since merged with State Bankof India) have already implemented Resolution through sale of debt to ARCs. Other Banksare also in various stages of implementing Resolution through sale of debt to ARCs.

Future Outlook

In view of some of the Government initiatives with focus on implementing reforms torevive the economy the demand for Ferro Alloys and Iron & Steel products is expectedto grow.

Your Company is committed to its vision to create long term stakeholder value throughvalue addition of natural resources. The Company is focused on implementing DebtResolution as per RBI guidelines and is making efforts for reducing cost and keeping thePlant operational.

DIVIDEND:

In view of the losses incurred by the Company your Directors have not recommended anydividend for the FY ended 31 March 2021.

TRANSFER TO RESERVES:

No amount has been transferred to the General Reserve for the FY ended 31 March 2021.

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 InvestorEducation and Protection Fund.

Mr. Sudhir Kumar Banthiya ceases to be the Nodal officer of the Company w.e.f. 31December 2020 and Ms. Amisha Chaturvedi Company Secretary of the Company was subsequentlyappointed as the Nodal Officer (IEPF) of the Company. The details of the Nodal officer ofthe Company are also available on the website www.visasteel.com.

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 2021 the Company has four subsidiaries including step down subsidiariesnamely Kalinganagar Special Steel Private Limited Kalinganagar Chrome Private LimitedVISA 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 Kalinganagar Special Steel PrivateLimited.

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

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 their subsidiaries. The financial statements of your Company and its subsidiaries arealso available on the website of your Company. In terms of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 Consolidated Financial Statement confirming toIndian Accounting Standard 110 issued by the Institute of Chartered Accountants of Indiais attached as a part of the Annual Report.

The highlights of performance of subsidiaries as on 31 March 2021 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 4444.25 (9070.01) (9070.01) (20899.84)
Kalinganagar Chrome Private Limited - (0.01) (0.01) 0.47

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 and Committee of Directors ofthe Board.

The details of the composition brief terms of reference meetings held during thefinancial year 2020-21 attendance of the Board of Directors/ Members etc. of the saidBoard Meeting/ Committees are given in the Report on Corporate Governance annexed heretoand 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. Manoj Kumar Whole-timeDirector designated as Director Kalinganagar (DIN: 06823891) retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.The Board recommends his 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.

During the year under review Mr. Sheo Raj Rai (DIN: 07902184) Independent Directorwhose first term as an Independent Director expired on 7 August 2020 was reappointed as anIndependent Director on the Board of the Company for a second term of 3 (three) years witheffect from 8 August 2020 to 7 August 2023. Ms. Rupanjana De (DIN: 01560140) IndependentDirector whose first term as an Independent Director expired on 25 August 2020 wasreappointed as an Independent Director on the Board of the Company for a second term of 3(three) years with effect from 26 August 2020 to 25 August 2023.

Subsequent to the end of the year under review Mr. Dhanesh Ranjan (DIN: 03047512)Independent Director whose first term as an Independent Director expires on 29 September2021 the Board has reappointed Mr. Ranjan as an Independent Director on the Board of theCompany for a second term of 5 (five) years with effect from 30 September 2021 to 29September 2026 subject to approval of the shareholders of the Company at the ensuingAnnual General Meeting.

Mr. Vishambhar Saran (DIN: 00121501) whose term of 5 Years as Whole-time Directordesignated as the Chairman ends on 14 December 2021 being eligible has offered himselffor reappointment. The appointment and remuneration payable to him is subject to theapproval of the members at the ensuing Annual General Meeting and other necessaryapprovals.

Mr. Vishal Agarwal (DIN: 00121539) whose term of 5 Years as Vice Chairman &Managing Director ends on 24 June 2022 being eligible has offered himself forreappointment. The appointment and remuneration payable to him is subject to the approvalof the members at the ensuing Annual General Meeting and other necessary approvals.

Mr. Manoj Kumar (DIN 06823891) continues to be the Whole time Director designated asDirector (Kalinganagar) of your Company for a period of 3 (three) years w.e.f. 15September 2018. The Board of Directors of your Company had at its meeting held on 13August 2021 have extended the term of Mr. Kumar for a further period of 5 (five) yearsw.e.f. 15 September 2021 subject to the approval of the members at the ensuing AnnualGeneral Meeting and other necessary approvals.

Brief resume of the above Directors nature of their expertise in their specificfunctional areas details of directorships in other Companies and the chairmanship/membership of committees of the Board as stipulated under Regulation 17 of the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 and SecretarialStandard - 2 issued by the Institute of Company Secretaries of India are given in thenotice of the ensuing Annual General Meeting.

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).

During the year under review Mr. Surinder Kumar Singhal was appointed the ChiefFinancial Officer of your Company w.e.f 30 June 2020. Mr. Sudhir Kumar Banthiya ceased tobe the Company Secretary and Compliance Officer of your Company w.e.f. 31 December 2020and subsequently Ms. Amisha Chaturvedi was appointed as the Compliance Officer of yourCompany w.e.f 1 January 2021 and the Company Secretary w.e.f 10 February 2021.

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 Regulation. 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 respectively have been dulyfollowed by the 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 2021 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 meets 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 2020-21 were accepted bythe Board of Directors of the Company.

CEO / CFO CERTIFICATION

As required under SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 Mr. Vishal Agarwal Vice Chairman & Managing Director and Mr. Surinder KumarSinghal Chief Financial Officer of the Company have certified to the Board regarding theFinancial Statements for the year ended 31 March 2021 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 themembers of the Company held on 14 December 2017 approved the appointment of M/s. Singhi& Co. Chartered Accountants (FRN 302049E) as Statutory Auditors of the Company tohold office from the conclusion of that Annual General Meeting till the conclusion of 26thAnnual General 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. 15B of theAccounts of the Standalone Accounts.

2. 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. 36 of the Accounts of the Standalone Accounts.

3 Attention is drawn to Para 5 of the Independent Auditors Report regarding Emphasis ofMatter related to Scheme of Arrangement. The clarification of the same is provided in NoteNo. 35 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. 15B of the Accounts of theStandalone Accounts.

5. The Auditors observation in para 8 of the Annexure B to the Auditors reportregarding dues to financial institution and banks has been addressed in Note No. 15B ofthe Standalone Accounts.

Internal Auditors

In terms of the provisions of Section 138 of the Act M/s. L B Jha & Company anIndependent Chartered Accountants were appointed as Internal Auditors of the Company forFY 2021-22. The Audit

Committee in consultation with the Internal Auditors formulates the scope functioningperiodicity and methodology for conducting the Internal Audit. The Audit Committeeinteralia 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 Auditorto undertake the Secretarial Audit for FY 2020-21. The report of the Secretarial Auditorof the Company and its material unlisted subsidiary VISA Special Steel Ltd in specifiedform MR-3 are annexed herewith as Annexure IA & IB respectively and forms part of thisreport. The reports do not contain/contains any observation or qualification or adversereports remarks.

The Board has re-appointed M/s. MKB & Associates Company Secretaries asSecretarial Auditors of the Company for the financial year 2021-22.

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 2022. 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 25th Annual General Meetingof the Company.

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 actionsthereon are presented to the Audit Committee for their inputs and suggestions. The AuditCommittee through Internal Auditor regularly reviews the system for cost controlfinancial controls accounting controls etc. to assess the adequacy and effectiveness ofthe internal control systems. Such controls have been tested during the year and noreportable material weakness in the design or operation was observed. Necessarycertification by the Statutory Auditors in relation to Internal Financial Control u/s143(3) (i) of the Companies 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 2020-21 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 2020-21 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 L B Jha & Co.Chartered Accountants (LB Jha) and a statement giving details of all Related PartyTransactions was placed before the Audit Committee for its approval on a quarterly basis.LB Jha concluded that all Related Party Transactions entered into during FY 2020-21 byyour Company were on Arm's Length

Basis and also in the ordinary course of business to the Audit Committee of the Boardof Directors of your Company.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at www.visasteel.com.

Information on transaction with Related Parties is given in Form AOC-2 Annexure II andthe transactions same forms part of this report.

None of the Directors or KMPs have any pecuniary relationships or transactionsvis--vis the Company during FY 2020-21except as disclosed in Notes to FinancialStatement Forming part of this Annual Report.

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 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 Regulation 17-23 of the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015. A Report on CorporateGovernance & Shareholder Information together with the Auditors' Certificate thereonis 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 2015is presented under a separate section titled "Management Discussion andAnalysis" forming part of the Annual Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act asamended read with Rule 12 of the Companies (Management and Administration) Rules 2014the Annual Return of the Company for the Financial Year ended 31 March 2021 is availableon the website of the Company at 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 with Ms. Rupanjana Deand Mr. Manoj Kumar as Members.

The Corporate Social Responsibility (CSR) policy recommended by the Corporate SocialResponsibility Committee had been approved by the Board of Directors.

During the year the CSR initiatives undertaken by the Company although not mandatoryunder Section 135 of the Act read with Companies (Corporate Social Responsibility Policy)Rules 2014 are detailed in the Annual Report.

The Company is taking all necessary measures in terms of mitigating the challengesbeing faced in the business and is focused on the safety of its employees and in anendeavour to fight against Covid–19 your Company had organised a free vaccinationcamp for its employees and dependents. Apart from this to prevent the further spread ofCovid – 19; the Company is following the advisories issued by the state governmentfrom time to time by issuing guidelines and circulars including wearing of masks ensuringsocial distancing norms and health & hygiene protocols at all the times.

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 V.

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's performance;

• to formulate criteria for determining qualification 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 and Senior Management Personnel to work towards the long term growth andsuccess 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 2020-21.

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 shareholders and look forward to yourcontinuing support.

For and on behalf of the Board
Vishal Agarwal
Vice Chairman & Managing Director
(DIN 00121539)
Manoj Kumar
Wholetime Director designated as
Place: Kolkata Director (Kalinganagar)
Date: 13 August 2021 (DIN 06823891)

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