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Directors Report of Beekay Steel Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 34th annual report on the business and operations of your Company together with the audited accounts of your Company for the year ended 31st March, 2015:

FINANCIAL RESULTS (Rs. in crores)



Particulars Financial Financial year Year 2014-15 2013-14

Sales/Income from Operations 554.20 581.13

Profit for the Year before Interest, 62.16 61.57 Depreciation & Tax Interest 21.36 20.04

Depreciation 16.46 12.56

Profit Before Taxation 24.34 28.97

Provision for Tax-Current Tax 6.63 6.16

MAT Credit — (4.50)

Provision for Tax-Deferred Tax 2.11 9.01

Profit for the Year 15.59 18.30

Add/(Less): Adjustments 0.01 (0.06)

Balance of Profit for the Previous Year 74.67 61.43

Balance available for appropriation 90.26 79.67

Appropriations:

Dividend-Equity Shares 1.91 —

Dividend Tax 0.38 —

Transfer to General Reserve 5.00 5.00

Transfer to Capital Redemption Reserve — —

Balance of Profit carried over 83.01 74.67

RESULTS OF OPERATIONS

The turnover of your Company, during the year under review, has declined by 4.6 % to Rs.554.20 Crores against Rs.581.13 Crores during the previous year due to economic slowdown in India and across the Globe. The lower demand resulted from economic slump throughout the year in the domestic market which negatively affected our financial performance as it contributed to the market sentiment. There is an increase in operating EBIDTA by merely 1 % to 62.16 Crores against the previous year of Rs. 61.57 Crores. The net profit after tax during the year was Rs. 15.60 Crores against of Rs 18.24 Crores in the previous Year. There was decline in the net profit by 14.65 % comparing with the previous year due to slowdown & stiff competition in the market. The Board of Directors put their Endeavourto improve the overall performance of the company.

Production in different units of the Company situated at Visakhapatnam were severely affected due to Hudhud cyclone which caused not only shutdown of plants temporarily for few months but also hit the orders to supply the materials which your Company could not met on time.

DIVIDEND

Your Directors are pleased to recommend a dividend of Re. 1/- per share (i.e.10%) on 19072052 equity shares for the year ended 31st March, 2015, subject to approval of the shareholder at the ensuing Annual General Meeting. The total outgo on account of dividend will be Rs.aggregating to Rs. 228.85 Lacs (In-taxes).

The unpaid and unclaimed dividend lying in the Unpaid Dividend Account becomes due to be transferred to Investor Education & Protection Fund ("IEPF") after a period of 7 (seven) years. Your Directors therefore suggest you to claim the unpaid dividend before the last date.

The unpaid and unclaimed Dividend for the year 2006-07 has already been transferred to the Central Government, to Investor Education & Protection Fund ("IEPF") on 2nd December, 2014. The unpaid and unclaimed Dividend for the year 2007-08 is due to be transferred to Investor Education & Protection Fund ("IEPF") by 26th November, 2015.

SHARE CAPITAL

The paid up equity capital as on March 31,2015 remained at Rs 19,09,09,270 comprising of 19072052 shares of Rs 10/-each. The Company has not issued any shares during the year under review. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

FINANCE

Cash and cash equivalents as at March 31, 2015 was Rs. 469.53 Lacs.The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL & INTERNAL FIANACIAL CONTROL Overview

A Robust System of internal control, commensurate with the size and nature of its business forms an integral part of the company corporate governance.

Internal Control:

The Company has a proper and adequate system of internal control commensurate with the size and nature of its business. Internal control systems are integral to the Company's corporate governance policy. Some of the significantfeatures of internal control systems include

* Documenting of policies, guidelines, authorities and approval procedures, encompassing the Company's all primary functions.

* Deploying of a Matrix- ERP system which covers most of its operations and is supported by a defined on- line authorization protocol.

* Ensuring complete compliance with laws, regulations, standards and internal procedures and systems.

* De-risking the Company's assets/resources and protecting them from any loss.

* Ensuring the accounting system's integrity proper and authorized recording and reporting of all transactions.

The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliance as well asan enhanced control consciousness.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year such controls were tested and no reportable material weakness in the design or operation was observed.

This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. To enable them to meet these responsibilities, the Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk managementframeworkand whistleblower mechanism.

The Internal auditors continuously monitors the efficacy of Internal Financial Control system with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization's risk management with regard to the Internal Financial Control system.

Audit Committee meets regularly to review reports submitted by the internal auditors. The Audit Committee also meet the Company's Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has a Corporate Social Responsibility Committee comprising of three directors which stood as follows as on 31st March, 2015:

The terms of reference and scope of work is same as prescribed in section 135 of the Companies Act, 2013, and the Rules there under. The Committee met four times during the year to discharge its responsibilities. As part of its inititiatives under 'Corporate Social Responsibility" (CSR) the company has undertaken projects in the areas of Education, Livelihood, Health, Waterand Sanitation, Environment, Rural development etc. As perthe said policy, the Company continues the strategy of discharging part of its CSR responsibilities related to social service through various trusts/societies in addition to its own initiatives and donations made to other non-government organizations.

An Annual Report on CSR activities is annexed herewith as 'Annexure-A' in the prescribed format. During the year the Company has spent Rs. 28.01 lacs Towards CSR activities.

EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the details forming part of the extract of the annual return in Form No. MGT - 9, is marked as 'Annexure- B' and annexed hereto and forms a part of this report.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the financial year 2014-15 forms part of the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134(3) (c) of the Companies Act, 2013 your Directors state that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

(b) the accounting policies adopted in the preparation of the annual accounts have been applied consistently except as otherwise stated in the Notes to Financial Statements and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2014-15 and of the profit for the year ended 31st March, 2015;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts forthe year ended 31st March, 2015, have been prepared on a going concern basis.

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Brijesh Kumar Dalmia, Mr. Bhal Chandra Khaitan, Mr. Ravishankar Sridharan, Mr. Srikumar Banerjee, Mr. Tapan Kumar Banerjee, and Ms. Shyanthi Sengupta are Independent Directors on the Board of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

COMPANY'S POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION

Pursuant to provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has formulated a Remuneration Policy.

The remuneration policy of the Company, inter alia, includes the aims and objectives, principles of remuneration, guidelines for remuneration to Executive Directors and Non-Executive Directors, fixed and variable components in the remuneration package, criteria for identification of the Board Members and appointment of senior management.

The criteria for identification of the Board Members including that for determining qualification, positive attributes, independence etc. are summarily given here under:

* The Board Member shall possess appropriate skills, qualification, characteristics and experience. The objective is to have a Board with diverse background and experience in business, government, academics, technology, human resources, social responsibilities, finance, law etc. and in such otherareas as may be considered relevant ordesirableto conductethe Company's business in a holistic manner.

* Independent director shall be person of integrity and possess expertise and experience and/or someone who the Committee/Board believes could contribute to the growth/philosophy/strategy of the Company.

* In evaluating the suitability of individual Board Members, the Committee takes into account many factors, including general understanding of the Company's business dynamics, global business, social perspective, educational and professional background and personal achievements.

* Director should possess high level of personal and professional ethics, integrity and values. He should be able to balance the legitimate interest and concerns of all the Company's stakeholders in arriving at decisions, ratherthan advancing the interests of a particular section.

* Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. He must have the aptitude to critically evaluate management's working as part of a team in an environment of collegiality and trust.

* The Committee evaluates each individual with the objective of having a group that best enables the success of the Company's business and achieves its objectives.

CREDITRATING

India Rating & Research Private Limited (Ind-Ra), a wing of international rating agency FITCH Group, has upgraded your company long term debt rating from 'IND BBB-'to 'IND BBB'. The outlook is also stable. Ind-Ra has also upgraded your company bank facility also.

Ratings are based on established criteria and methodologies that India Ratings is continuously evaluating and updating.

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies as given below:

Instrument Roting Agency Rating Outlook Ramarks

Long Term Debt Ind-Ra IND BBB Stable One notch above India's (A Fitch sovereign rating Group Co.)

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the financial year were on an arm's length basis and were in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further, there are no materially significant related party transactions during the year under review.

RISK MANAGEMENT

Pursuant to the provisions of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Company has a robust Risk Management framework to identify, evaluate business risks, and opportunities. This framework seeks to minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The framework also defines the risk management approach across the enterprise at various levels. Risk Management forms an integral part of the Company's planning process.

BOARD EVALUATION & CRITERIA FOR EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.

For the purpose of proper evaluation, the Directors of the Company have been divided into 3 (three) categories i.e. Executive, Non -Executive Non-Independent & Non-Executive Independent. The criteria for evaluation includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, result/ achievements, understanding and awareness, motivation/commitment/diligence, integrity/ethics/valuesand openness/receptivity.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) On the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company during its Meeting held on 31.03.2015 has appointed Mr. Tapan Kumar Banerjee as Independent Director and Ms. Shyanthi Sengupta as Independent Woman Director on the Board of the Company. The requirement under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement also stands complied with such appointments.

Shri Vijay Bansal, Promoter Non-Executive Director retires from the Board by rotation and being eligible, offers himself for re-appointment.

The above are subjectto the approval of the shareholders in the ensuing Annual General Meeting of the Company.

In view of the provisions of Section 203 of the Companies Act, 2013 Shri Mukesh Chand Bansal, Managing Director, Shri Manav Bansal, Wholetime Director & CEO, and Shri Rabindra Kumar Sahoo, Company Secretary were identified as Key Managerial Personnel of the Company. Mr. Lalit Chandra Sharma has resigned from the office of the Company Secretary w.e.f. 30.06.2014.

The Company has appointed Additional Directors at the Board of Directors Meeting, viz. Mr. Tapan Kumar Banerjee as Independent Director and Ms. Shyanthi Sengupta as Independent Woman Director for a period of five years w.e.f 31.03.2015. Their terms of office as Additional Directors will be expired at the ensuing Annual General Meeting and the Company has received application from a Member proposing their candidature to the office of Directors of the Company.

Mr. Krishna Chandra Raut has been resigned from the Directorship of the Company w.e.f. 12.02.2015. Your Directors place on record their deep appreciation of the valuable services rendered by Mr. Krishna Chand Raut during his tenureas Director of the Company.

DETAILS OF SIGNIFICANTAND MATERIAL ORDERS PASSED BYTHE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and company's operations in future.

VIGILMECHANISM/WHISTLE BLOWER POLICY

In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has framed a Vigil Mechanism/Whistle Blower Policy to deal with unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy, if any. The Vigil Mechanism/Whistle Blower Policy has also been uploaded on the website of the Company.

PARTICULARS OF EMPLOYEES

There is no such employee in the company the information of which is required to be furnished under provision of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Having regard to the provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sentto the members of the Company.

DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEYMANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as 'Annexure-C'which is annexed hereto and forms part of the Directors' Report.

HUMAN RESOURCE DEVELOPMENTINDUSTRIALRELATIONS

There is a continuous effort for better Human Resource (HR) service delivery in order to better serve the customers with simpler well executed processes with proper use of technology. HR service delivery has become all the more critical in the organization dueto rise in customer expectation.

The organization has a mechanism to provide employees with feedback on a continuous basis. Based on the organization's strategic plan, HR planning processes map the capacity of the organization. The knowledge, skills and abilities of the employees are identified.

The strategic thrust of HR has been improvement of the performance of the employees through training & development and also to identify high performers who are having potential for taking higher responsibilities.

ENVIRONMENTAL INITIATIVES

Beekay Steel has always been a frontrunner in continuously improving its operational performance in all areas like safety and consumption of natural resources. These initiatives have been taken across all production facilities to ensure they become the culture at our organization. All the stack emissions, ambient air quality, effluent quality and work zone air quality are generally within the norms. The Company has undertaken various measures to address environmental issues at its plant locations.

AUDITORS & AUDITORS' REPORT

Statutory Auditors:

The Company's Auditors, M/s. Rustagi&Associates, Chartered Accountants, retire at the end of 36th Annual General Meeting of the Company and are eligible for reappointment subject to ratification at the ensuing AGM by members. The members are requested to appoint the auditors and to fixtheir remuneration.

Messrs Rustagi & Associates, Chartered Accountants has confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013 and has certified that they are free from any disqualifications specified under Section 148(5) and all other applicable provisions of the Companies Act, 2013.

The notes on accounts referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments.

Secretarial Auditor.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary to conduct Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report for the Financial Year ended 31st March, 2015 is annexed herewith and marked as 'Annexure- D'. The Report is self-explanatory and do not call for any further comments.

Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013, in terms of the Central Government's approval, the Board of Directors on the recommendation of the Audit Committee appointed M/s. Musib & Co., Cost Accountants, as the Cost Auditor of the Company for the year 2015-16. The remuneration proposed to be paid to the Cost Auditor requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to the Cost Auditor is being sought at the ensuing Annual General Meeting.

The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm's length relationship with the Company.

The Company submits it's Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period and the Cost Audit Report for the financial year 2013-14 has already been filed with MCA.

CORPORATE GOVERNANCE

Your Company has initiated, by providing the shareholders, to avail the option of receiving online the requisite documents i.e. notices, annual reports, disclosures and all other communications, by registering their e-mail Ids. For the success of 'Green Initiative' as per MCA circular no. 17/2011 & No. 18/2011.

The Company continues to comply with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. The Report on Corporate Governance together with a certificate from Mr. S.K. Tibrewalla, Practicing Company Secretary regarding Compliance of Conditions of Corporate Governance, certification by M.D. /CEO and the Management Discussion &Analysis Report are attached herewith which form part of this Annual Report.

STOCK EXCHANGE LISTING

The Equity Shares of your Company are listed on BSE Limited (nation-wide trading terminal) under direct listing route, the trading of shares have started w.e.f. 25th March, 2015. The Company's Equity Shares are also listed with the Calcutta Stock Exchange and Uttar Pradesh Stock Exchange and the applicable annual listing fees to all stock exchanges have been paid till financial year2015-16.

CODE OF CONDUCT FOR PREVENTION OF INSIDERTRADING

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 your Company has adopted the Code of Conduct for Prevention of Insider Trading.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, are given in the 'Annexure E', annexed hereto and forms a part of this report.

DISCLOSURES AS PER APPLICABLE ACT AND LISTING AGREEMENT:

i) Composition of Audit Committee:

The Board has constituted the Audit Committee under the Chairmanship of Mr. Bhal Chandra Khaitan. Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board's Report.

ii) Post Balance Sheet Events:

The company has received contract from TATA Steel Limited for job work of TMT Bars at company's new unit/work at Parwada, Visakhapatnam.There is no other material changes in commitments affecting the financial position of the Company occurred since the end of the financial year 2014-15.

iii) Subsidiaries, Associates or Joint Ventures:

Your Company has only one associate company i.e. M/s. AKC Steel Industries Ltd. and does not have any subsidiaries, associates or joint ventures, during the year under review.

iv) Nomination, Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy, in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and the Listing Agreement with the stock exchanges (as amended from time to time). This Policy is formulated to provide a framework and set standards in relation to the followings.

a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.

b. Remuneration payable to the Directors, KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications, positive attributes and independence of a Director.

APPRECIATION

Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from the Government of India,; the State Governments of Andhra Pradesh, Tamil Nadu, West Bengal and Jharkhand; the financial institutions, banks as well as the shareholders and debenture holders during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.

Registered Office: For and on behalf of the Board

'Lansdowne Towers' , 4th Floor, For Beekay Steel Industries Ltd. 2/1A, Sarat Bose Road Sd/- Kolkata - 700 020 Suresh Chand Bansal - Executive Chairman (DIN : 00103134) Place : Kolkata Mukesh Chand Bansal- Managing Director Date: 13th August, 2015 (DIN : 00103098)


Mar 31, 2014

The Members of

Beekay Steel Industries Ltd.

The Directors take pleasure in presenting the Thirty Third Annual Report together with the audited accounts of your Company for the year ended March 31, 2014.

(Rs. in crores) As on As on FINANCIAL RESULTS 31-03-2014 31-03-2013

Sales/Income from Operations 581.13 609.04

Profit before interest, depreciation and tax 61.57 54.16

Interest 20.04 16.65

Depreciation 12.56 9.28

Profit before taxation 28.97 28.23

Provision for tax-Current tax 6.16 5.71

MAT Credit (4.50) -

Provision for tax- Deferred tax 9.01 3.50

Profit for the year 18.30 19.02

Add/(Less): Adjustments (0.06) -

Balance of profit for previous year 61.43 47.41

Balance available for appropriation 79.67 66.43

APPROPRIATIONS :

Transfer to General Reserve 5.00 5.00

Transfer to Capital Redemption Reserve - -

Balance of Profit carried over 74.67 61.43

RESULTS OF OPERATIONS

Your company has achieved a turnover of Rs. 581.13 crores against of Rs.609.04 crores during the previous year, showing a decline of 4.58%. The lower demand resulted from economic slump throughout the year in the domestic market, which negatively affected our financial performance as it contributed to the market sentiment. To boost up the overall sales and to improve the bottom line as well, the company is focusing much more into export business and the export turnover stood at Rs. 54.38 crores in against of Rs. 34.21 crores in the preceding year. The Operating EBIDTA was Rs.61.57 crores and showed a growth of 13.68% comparing with the previous year of Rs. 54.16 crores. The net Profit after tax was Rs.18.30 crores against of Rs. 19.02 crores in the preceding year.

The net worth of your Company increased to Rs. 167.00 crores as on March 31, 2014 from Rs. 148.76 crores as on March 31, 2013. The Company''s net debt gearing was at 0.79 compared to 0.77 as on March 31, 2013. The Board of Directors is trying their best to improve overall performance of the company.

Production had been adversely affected in the last year because of political uncertainty in Andhra Pradesh and the imposition of Power-holidays by State Electricity Boards in Andhra Pradesh & Tamil Nadu. It resulted in a decline of 15% in our production volume in both these two states. The combined production by all manufacturing units of the Company declined to 3,00,277 MT (including conversion 2,29,855 MT) in the year 2013-14 from 3,58,213 MT (including conversion 2,82,983 MT) in the previous year.

CREDIT RATING

Your Company''s credit rating for the long-term debt/facilities is ''IND BBB''- by India Ratings & Research as per the provisions of BASEL II Guidelines of RBI. India Ratings continues to rate the Company''s Short-term debt/facilities at the level of ''IND A3''

DIVIDEND

Considering the substantial investments out of internal accruals being made for the TMT manufacturing unit at Parwada (Andhra Pradesh) and Transmission Line Tower (TLT) Manufacturing project at Pydibhimavaram (Andhra Pradesh), your directors do not envisage any dividend payment for the financial year ended on 31st March, 2014.

The unpaid and unclaimed dividend lying in the Unpaid Dividend Account becomes due to be transferred to Investor Education & Protection Fund ("IEPF") after a period of 7 (seven) years. Your Directors therefore suggest you to claim the unpaid dividend before the last date.

The unpaid and unclaimed Dividend for the year 2006-07 is due to be transferred to Investor Education & Protection Fund ("IEPF") by 1st December, 2014.

INTERNAL SYSTEM AND PROCESS

Efforts are going on to improve the business processes across all functions. During the year the Jamshedpur unit got the Standard Certification of Environment Management System ISO 14001:2004 and Operational Health, Safety & Accountability Management Systems ISO 18001:2007. The Company continued to maintain Integrated Management System (IMS) of Quality Management System (ISO: 9001).

AWARDS

During the year the company''s international business division has been awarded with the prestigious national star performer of the year award for 2012-13 by Engineering Export Promotion Council India under its manufacturing category.

LISTING FEES

The Annual Listing Fees for the year 2013-14 had been paid to those Stock Exchanges where the Company''s Shares are listed.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr. Vijay Kumar Bansal, Director of the Company who retire by rotation, being eligible, offer himself for re-appointment.

The Board of Directors at its meeting held on 25th March, 2014 has appointed Mr. Manav Bansal as a Whole time Director of the Company w.e.f. 1.4.2014. The Company has received requisite consent and declarations as required under various provisions of the Companies Act, 2013 and rules made there under.

Pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges & the provisions of Sections 149, 152 of the Companies Act, 2013 and the Rules framed there under and read with Schedule IV to the said Act, the Board has proposed to appoint Mr. Brijesh Kumar Dalmia, Mr. Bhal Chandra Khaitan, Mr. Srikumar Banerjee, Mr. Krishna Chandra Raut and Mr. Ravishankar Sridharan as the Independent Directors in the Company for a period of five years till 31st March, 2019. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub- section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49.

Mr. Aditya Sikdar has resigned from the office of the Directors of the Company w.e.f. 28th July, 2014. The Board place on record his valuable services rendered in the growth of the Company during his tenure as a Director of the Company.

CORPOARTE SUSTAINABILITY

Being a responsible corporate citizen the company continues to undertake steps towards welfare of society around it, community initiatives, periphery development, environment protection and improvement in harmony with normal course of business and contributing to exchequer through various taxes/duties etc. The Company also continued focus on employees'' health and safety, skill development and other measures.

CORPORATE SOCIAL RESPONSIBILITY

Beekay Group is alive to its Corporate Social Responsibility and understand the critical role it plays in ensuring the practically of sustainability of resources of the company and acting on high priority. During the year the Board constituted a Corporate Social Responsibility comprising of three executive directors which stood as follows.

The terms of reference and scope of work is same as prescribed in Section 135 of the Companies Act, 2013, and the Rules there under.

NOMINATION AND REMUNERATION COMMITTEE

The Remuneration Committee of the Board was reconstituted and renamed as Nomination and Remuneration Committee complying with the requirements of the provisions of the Companies Act, 2013 and the Rules framed there under.

AUDITORS

M/s. Rustagi & Associates, Chartered Accountants, Statutory Auditors of the Company holds office up to the conclusion of the ensuing Annual General Meeting (AGM). The Company has received a letter pursuant to Section 139 and 141 of the Companies Act, 2013 from the Auditors about their consent and eligibility for appointment as the statutory auditors of the Company, to hold office from the conclusion of this AGM until the conclusion of the 36th AGM, subject to ratification of such appointment by the members at every AGM held hereafter.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of annual accounts for the period ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the directors have selected such accounting policies and applied them consistently and made judgments'' and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the final accounts for the year under review have been prepared on going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under Clause 49 of the Listing Agreement. A separate report on Corporate Governance and the Auditor''s Certificate on its compliance together with a certificate from Mr. S. K. Tibrewalla, Practicing Company Secretary regarding compliance of requisite conditions of Corporate Governance, certification by CEO, Declaration by CEO for Compliance with the Code of Conduct of the Company as per Clause 49(I)(D)(ii) of Listing Agreement and the Management Discussion & Analysis Report are given as Annexure hereto and form part of this Annual Report.

PARTICULARS OF EMPLOYEES

Since the Company has no employee having drawn remuneration as stipulated in Section 217 (2A) of the Companies Act, 1956 or in the rules made pursuant to the same during the Financial Year under review, the relevant particulars of the employees as per the said provisions are not required to be given.

COST AUDITORS

In accordance with the Order dated June 30, 2011 issued by the Ministry of Corporate Affairs pursuant to Section 233B of the Companies Act 1956, your company is required to get its cost accounting records audited by a Cost Auditor and has accordingly appointed M/S. Musib & Co., Cost Accountants for the purpose for FY 2013-14. The Cost Audit for FY 2012-13 was completed within specific time and report was filed with ROC.

The Board at its meeting held on June 30, 2014 has on the recommendation at the Audit Committee re-appointed M/s. Musib & Co, Cost Accountants to conduct the audit of the cost accounting for FY 2014-15.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 1992 your Company has adopted the Code of Conduct for Prevention of Insider Trading.

VIGIL MECHANISM

The Company has established Vigil Mechanism for Directors and employees to report their genuine concerns and provide adequate safeguard against their victimization as provided in Section 177 of the Companies Act, 2013 and rules made there under.

PARTICULARS REGARDING ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

The Company has always been a frontrunner in continually improving its operational performance in all areas, like production, yield, plant utilization and others, while reducing the consumption of fuel, power, stores and others. As a cost-effective substitute for furnace oil (which is costly due to the country''s dependence on import of the same) used in heating the re-heating furnace, the Company started using Producer Gas Plants (a) at Jamshedpur unit since 2009- 10 (b) at Chengalpet (Tamilnadu) Unit since 2012-13 and (c) this year under review installed Producer Gas Plant at Vishakhapatnam units (Beekay Special Steels, Beekay Structural Steels and Radice Ispat India, Vizag) to economize on operational costs.

The particulars of energy, technology and Foreign Exchange earnings/ outgo in pursuance of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, are being disclosed separately forming the part of this Report.

APPRECIATION

Your Directors would like to appreciate the co-operation and assistance received from the banks, government, statutory authorities, vendors, customers and shareholders during the year. The Directors also place on record their deep sense of appreciation for the committed services rendered by all employees of the Company.

For On Behalf of the Board of Directors Registered Offce: S/d- S/d- Lansdowne Towers'', 4th Floor, Suresh Chand Bansal Mukesh Chand Bansal 2/1A, Sarat Bose Road, Executive Chairman Managing Director Kolkata - 700 020

Place: Kolkata Dated: 13th August, 2014


Mar 31, 2013

To, The Members of Beekay Steel Industries Ltd.

The Directors take pleasure in presenting the Thirty Second Annual Report together with the audited accounts of your Company for the year ended March 31, 2013.

(Rs. in crores)

As on As On 31-03-2013 31-03-2013 Sales/Income from Operations 608.27 600.03

Profit before interest, depreciation and tax 54.16 54.38

Interest 16.65 18.23

Depreciation 9.28 9.25

Profit before taxation 28.23 26.90

Provision for tax-Current tax 5.71 8.18

Provision for tax- Deferred tax 3.50 0.58

Profit for the year 19.02 18.14

Add/(Less): Adjustments 0.02

Balance of profit for previous year 47.41 34.25

Balance available for appropriation 66.43 52.41

APPROPRIATIONS :

Dividend-Equity Shares

Dividend Tax

Transfer to General Reserve 5.00 5.00

Transfer to Capital Redemption Reserve

Balance of Profit carried over 61.43 47.41

RESULTS OF OPERATIONS

For the financial year 2012-13, your company has achieved a turnover of Rs.608.27 crores as against last year''s revenue of Rs.600.03 crores, resulting in a marginal increase of 1.37%. For boosting the overall sales, the Company has also ventured into exports and the export sales stood at Rs. 34.21 crores. Profit before tax has increased to Rs.28.23 crores from Rs.26.90 crores in the preceding year. Profit after tax also increased to Rs.19.02 crores against Rs.18.14 crores in the year 2011-12.

Owing to imposition of Power-holidays by State Electricity Boards in Andhra Pradesh and Tamilnadu, the capacity utilization has been restricted to 60% for manufacturing sector in both these states. This has resulted in drastic fall in industrial output and the combined production by all manufacturing units of the Company declined to 3,58,213 MT (including conversion 2,82,983 MT) in the year 2012-13 from 3,91,053 MT (including conversion 2,92,816 MT) in the previous year.

The sizeable internal accruals of Rs.37.20 crores to expedite the completion of ongoing 2,00,000 MTPA - TMT manufacturing unit at Parawada (Andhra Pradesh) & Rs.21.55 crores towards 24,000 MTPA Transmission Line Tower manufacturing unit at Pydibhimavaram (Andhra Pradesh) have been deployed.

CREDIT RATING

Deriving strength from your Company''s prudent financial management, diversified mix of niche product profile, improved earnings, improved liquidity, sustained leverage in financial debts and proven management capability, the Company''s external rating for bank borrowings has been upgraded to ''IND BBB''- for Fund Based Limits (from previous level of BB ) and ''IND A3'' for Non Fund Based borrowing limits (from previous level of IND A4) by India Ratings & Research Pvt. Ltd. The improved ratings signify stable outlook and high safety of the borrowings made by the Company.

DIVIDEND

Considering the substantial investments out of internal accruals being made for the TMT manufacturing project at Parwarda (Andhra Pradesh) and Transmission Line Tower (TLT) Manufacturing project at Pydibhimavaram (Andhra Pradesh), your directors do not envisage any dividend payment for the financial year ended on 31st March, 2013.

DIRECTORS

As per the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Srikumar Banerjee, Mr. Krishna Chandra Raut, and Mr. Bhal Chandra Khaitan retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

M/s. Rustagi & Associates., The Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. In accordance with the provisions of Section 224(1 B) of the Companies Act, 1956, the Auditors have furnished certificate of their eligibility for the re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. That In the preparation of annual accounts for the period ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the final accounts for the year under review, have been prepared on going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under Clause 49 of the Listing Agreement. A separate report on Corporate Governance and the Auditor''s Certificate on its compliance together with a certificate from Mr. S. K. Tibrewalla, Practising Company Secretary regarding compliance of requisite conditions of Corporate Governance, certification by CEO & CFO, Declaration by CEO & CFO for Compliance with the Code of Conduct of the Company as per Clause 49(I)(D)(ii) of Listing Agreement and the Management Discussion & Analysis Report are given as Annexures hereto and form part of this Annual Report.

PARTICULARS OF EMPLOYEES

Since the Company has no employee having drawn remuneration as stipulated in Section 217 (2A) of the Companies Act, 1956 or in the rules made pursuant to the same during the Financial Year under review, the relevant particulars of the employees as per the said provisions are not required to be given.

COST AUDITORS

M/s. Musib & Co., Cost Accountants, have been appointed as Cost Auditors of the Company for financial year 2012-13 to conduct the cost audit of all units of the Company. The cost audit Report for the financial year 2011-12 has been filed with the MCA on 10th January, 2013. M/s. Musib & Co., Cost Accountants have been reappointed as Cost Auditors of the Company for the financial year 2013-14, subject to the approval of the Central Government. The Company has filed application with the Central Government for the Financial Year 2013-14 for the said appointment and the approval of the Central Government is awaited.

PARTICULARS REFARDING ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

As a cost-effective substitute for furnace oil (which is costly due to the country''s dependence on import of the same) used in heating the re-heating furnace, the Company started using Producer Gas Plant at Jamshedpur unit since 2009-10. During the year under review, Producer Gas Plant has been also put into operation for Chengalpet (Tamilnadu) to economise on operational costs. Requisite capital outlays are also being made to install Producer Gas Plant at Visakhapatnam units (Beekay Special Steels, Beekay Structural Steels and Radice Ispat India, Vizag) from 2013-14 onwards.

The particulars of energy, technology and Foreign Exchange earnings/ outgo in pursuance of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, are being disclosed separately forming the part of this Report.

APPRECIATION

Your Directors would like to appreciate the co-operation and assistance received from the banks, government, statutory authorities, vendors, customers and shareholders during the year. The Directors also place on record their deep sense of appreciation for the committed services rendered by all employees of the Company.

Registered Office: For On Behalf of the Board of Directors

''Lansdowne Towers'', 4th Floor, Sd/- Sd/-

2/1 A, Sarat Bose Road, Suresh Chand Bansal Mukesh Chand Bansal

Kolkata - 700 020 Chairman & Mg. Director Jt. Mg. Director

Place: Kolkata

Dated: 30th May, 2013


Mar 31, 2012

To, The Members of Beekay Steel Industries Ltd.

The Directors take pleasure in presenting the Thirty First Annual Report on the business and operations of the Company together with the audited Financial Accounts for the year ended March 31, 2012.

(Rs. in crores)

As on As On 31-03-2012 31-03-2011

Sales/Income from Operations 600.03 458.58

Profit before interest, depreciation and tax 54.38 49.97

Interest 18.23 14.46

Depreciation 9.25 7.51

Profit before taxation 26.90 28.00

Provision for tax-Current tax 8.18 6.04

Provision for tax- Deferred tax 0.58 3.08

Profit for the year 18.14 18.88

Add/(Less): Adjustments 0.02 0.01

Balance of profit for previous year 34.25 20.55

Balance available for appropriation 52.41 39.44

APPROPRIATIONS:

Dividend-Equity Shares 0.85

Dividend Tax 0.14

Transfer to General Reserve 5.00 3.00

Transfer to Capital Redemption Reserve 1.20

Balance of Profit carried over 47.41 34.25

RESULTS OF OPERATIONS

The Company has achieved significantly high turnover of Rs. 600.03 crores during the year under review, which is 31% higher than Rs.458.58 crores in the preceding financial year 2010-11. The production of own finished steel for the year stood at 3,91,053 MT (including conversion of 2,92,816 MT) against 2,86,180 MT (including conversion of 1,85,969 MT) in the previous year. The overall production increase along with focus on exports has provided impetus to the operational growth of the Company and the Profit before Interest, Depreciation and Taxes grew by 9% and reached Rs.54.38 crores as compared to Rs.49.97 crores during the previous year. The enhanced working capital requirements of the Company were met by availing external borrowings pending the delayed sanction and disbursement of regular working capital limits. With the infusion of additional funds of Rs.20.00 crores by way of preferential allotment of Equity Shares to promoters and strategic investors, the Company has been able to prudently improve its debt gearing. This will also ease the liquidity pressure which has surfaced due to investments in the ongoing projects at Visakhapatnam.

During the year 2011-12, the Wholesale Price Index remained very high at an average of 9%, escalating the prices of essential goods which compelled the RBI to tighten the monetary policy by increasing interest rate 13 times between March,11 and October,12. As a result, the borrowing became expensive and reduced bank funds were available to infrastructure sector including steel industry. Your Company''s annual borrowing cost also increased by 26% YOY to Rs.18.23 crores in 2011-12. On one hand the cost of existing working capital escalated, while on the other, high cost external borrowings had to be arranged to temporarily cushion the late sanction of regular working capital limits. On the backdrop of continued inflation and rising crude oil prices, the cost of Furnace Oil also increased by 31% to the average of Rs. 41,193 per Kltr. against Rs.31,453/- per Kltr. in the previous year, resulting in proportionate increase in production costs.

PREFERENTIAL ISSUE OF SHARES

For the purpose of meeting the working capital requirements and part finance the ongoing projects, the Company has raised funds of Rs.20.00 crores by way of Preferential Issue of 20,00,000 Equity Shares of Rs.1 0/- each at a premium of Rs.90/- per share u/s 81(1 A) of the Companies Act, 1956 as per Chapter VII of the SEBI (ICDR) Regulations, 2009. Out of this, amount of Rs. 13.00 crores has been utilized by the Company for the purpose of funding its Working Capital requirements. The said shares have been listed with both Calcutta & U.P Stock Exchanges and the corporate action with both NSDL & CDSL has been completed. Trading permission for the new shares has also been granted by both the stock exchanges.

DIVIDEND

The shareholders of the Company have been adequately rewarded by the Company during last 5 successive years by way of dividend and also by way of bonus issue (in the ratio of 5:1) in the year 2010-11. This has considerably increased the Capital base of the Company besides improving the bearing of net-worth to total outside liabilities and strengthening the stake of the shareholders in the Company. In view of sizeable amounts of internal accruals being deployed for the TMT manufacturing project (Rs.22.61 crores) at Parwarda (Andhra Pradesh) and Transmission Line Tower (TLT) Manufacturing project (Rs.16.07 crores) at Pydibhimawaram, (Andhra Pradesh), your directors do not envisage any dividend payment for the financial year ended on 31st March, 2012.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Vijay Bansal, Mr. Brijesh Kumar Dalmia and Mr. Ravishankar Sridharan retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

The Auditors of the Company, M/s. Rustagi & Associates., shall hold the office up to the conclusion of the ensuing Annual General Meeting of the company and being eligible offer themselves for reappointment. Pursuant to the provisions of Section 224(1 B) of the Companies Act, 1956, the auditors have furnished certificate of their eligibility for the re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of annual accounts for the period ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement, the Company ensured that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges with which the Company''s share are listed are complied with. A separate report on Corporate Governance and the Auditor''s Certificate on its compliance together with a certificate from Mr. S. K. Tibrewalla, Practising Company Secretary regarding compliance of requisite conditions of Corporate Governance, certification by CEO & CFO, Declaration by CEO & CFO for Compliance with the Code of Conduct of the Company as per Clause 49(I)(D)(ii) of Listing Agreement and the Management Discussion & Analysis Report are given as Annexures hereto and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

Since the Company has no employee having drawn remuneration as stipulated in Section 217 (2A) of the Companies Act, 1956 or in the rules made pursuant to the same during the Financial Year under review, the relevant particulars of the employees as per the said provisions are not required to be given.

COST AUDITORS

During the year the Board appointed M/s. Musib & Co. as Cost Accountants to conduct the cost audit of the Company. The Company filed application with the Central Government for the Financial Year 2011-12 for the said appointment and the approval of the Central Government is awaited.

PARTICULARS REGARDING ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

The main source of Furnace Oil as source of heating is crude oil, which is costly due to the Country''s dependence on imports of the same. In order to reduce the cost of energy, in recent times the rolling mills have been focusing on enhanced usage of Coal Gassifier in place of Furnace Oil. The Coal Gassifier consumes coal and is thus both effective and economical substitute for Furnace Oil in providing the requisite heat to the Re-heating Furnace.

After successful installation and running of Coal Gassifier at Jamshedpur Unit since 2009-10, your Company is planning to use Coal Gassifier at other units also as a substitute of Furnace Oil.

The particulars relating to energy, technology and Foreign Exchange earnings/ outgo pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, are annexed hereto and form part of this Report.

APPRECIATION

Your Directors genuinely recognize and appreciate the co-operation and support received from the Governments, Statutory Authorities and Banks and shareholders They wish to place on record their appreciation for the dedication and sincerity with which all the employees of the Company have extended their services. The Directors also extend their gratitude for the continued confidence and faith shown by the customers in the Company''s integrity, high standards of operations and products.

Registered Office: For On Behalf of the Board of Directors

‘Lansdowne Towers'',

4th Floor, Sd/- Sd/-

2/1A, Sarat Bose Road, Suresh Chand Bansal Mukesh Chand Bansal

Kolkata - 700 020 Chairman & Mg. Director Jt. Mg. Director

Place: Kolkata

Dated: 21st August, 2012


Mar 31, 2011

To, The Members

The Directors are pleased to present the Thirtieth Annual Report on the business and operations of the Company together with the audited Financial Accounts for the year ended March 31, 2011.

(Rs. in Lacs)

As on As on 31-03-2011 31-03-2010

Sales/Income from Operations 45,857.98 33,220.61

Profit before interest, depreciation and tax 4,996.71 3,491.78

Interest 1,445.81 1,123.93

Depreciation 751.13 715.92

Profit before taxation 2,799.77 1,651.93

Provision for tax-Current tax 604.11 485.72

Provision for tax- Deferred tax 30790 74.52

Profit for the year 1,887.76 1,091.70

Add/(Less): Adjustments (0.30) 16.61

Balance of profit for previous year 2,055.65 1,361.68

Balance available for appropriation 3,943.11 2,469.99

APPROPRIATIONS :

Dividend -Preference Shares 18.00

Dividend-Equity Shares 85.36 28.45

Dividend Tax 14.18 7.89

Transfer to General Reserve 300.00 300.00

Transfer to Capital Redemption Reserve 120.00 60.00

Balance of Profit carried over 3,423.57 2,055.65

RESULTS OF OPERATIONS

Your Company has achieved a record turnover of Rs.45,85798 lacs during the year under review, thus representing a remarkable growth of 38.04% over Rs.33,220.61 lacs in the previous year 2009-10. The total production for the year under review stood at 2,86,180 MT including conversion of 1,85,969 MT) against 2,57,210 MT (including conversion of 1,69,912 MT) in the previous year. The increased deliveries from structurals, bright bars and other hot-rolled bars at Visakhapatnam and Chengalpet (Tamilnadu) units aggregating to 1,11,312 MT coupled with better realisations and accelerated conversion volumes for TATA Steel Ltd. paved the ways for Profit before Interest, Depreciation and Taxes growth of 43.10% which reached Rs.4,996.71 lacs as compared to Rs.3,491.78 lacs during the previous year. The additional working capital requirements of the Company in the financial year 2010-11 were met by availing short term working capital loans from the existing bankers pending the delayed sanction and disbursement of regular working capital limits. The year witnessed a steep rise in the interest rates by the Bankers on the backdrop of continuous Repo and Reverse-Repo rate escalations by the RBI to control the inflationary pressure. The cost of borrowed funds of the Company rose to Rs. 1,445.81 lacs i.e. an increase 28.64% over the previous year level of Rs.1,123.93 lacs. However, with increased generation of internal accruals and ongoing cost control measures, the Company has prudently managed and met up the growing interest burden. The Company’s TMT expansion unit at Jamshedpur with installed capacity of 1,00,000 MTPA has been successfully completed in September,2010 with a capital outlay of Rs.2,300 lacs (out of which Rs.900.00 lacs was met up by availing Term Loan from Allahabad Bank) and the unit has started commercial operations since then, thus, catering to enhanced conversion orders from TATA Steel Ltd.. Considering the increased conversions of around 60% at the Jamshedpur in the year 2011-12 and increase in the production volumes of structurals and special steels, bright bars at Vizag Units and other rolled sections at Chengalpet (Tamilnadu) Unit, your Company expects to achieve around 15% growth in the overall turnover and a healthy rise in the bottom-line peformance during the financial year 2011-12.

BONUS SHARES

Apart from the normal policy of rewarding the members of the Company by way of Dividend on a consistent basis, during the year under review, your Company has additionally rewarded the existing Equity Shareholders by allotting 1,42,26,710 fully paid up Equity Shares of Rs.10/- each as Bonus shares to them in the ratio of 5:1 by utilising its Reserves & Surplus. The Bonus shares have been listed with both at Calcutta & U.P Stock Exchanges.

DIVIDEND

Your Directors have recommended a dividend of Re.0.50 ( Fifty paise) per equity share (previous year Rs.1 .00) on post bonus equity share capital for the financial year ended on 31st March, 2011. The dividend pay-out for the year under review has been formulated as per the corporate policy to extend the sustainable corporate benefits to shareholders, based on the long term performance of the Company, while assigning due weight-age to the needs of internal accruals for its long term growth plans. The total outgo on account of dividend (including dividend distribution tax) would be Rs.99.54 lacs.

REDEMPTION OF PREFERENCE SHARES

During the year under review, as per terms of Issue , your Company has redeemed balance portion of 1,20,000 number of 15% Non-Cumulative Redeemable Preference Shares of Rs.100/- each and the nominal value of Preference Shares redeemed Rs.120.00 lacs was transferred to ‘Capital Redemption Reserve Account’ in the books of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company’s Articles of Association, Mr. Bhal Chand Khaitan, Mr. Aditya Kumar Sikdar and Mr. Manav Bansal retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The terms of appointment of Mr. Mukesh Chand Bansal, Jt. Mg. Director would expire on 31st December, 2011 and the Board, subject to your approval, has re-appointed him for a further period of 5 years w.e.f. 1st January, 2011 on the terms and conditions enumerated in the notice of the Annual General Meeting.

Mr. Krishna Chandra Raut & Mr. Srikumar Banerjee were appointed as Independent Directors on the Board w.e.f 16.08.2011 in the terms of the Articles of Association of the Company. They are proposed to be appointed as Directors of the Company as set out in the notice calling the Annual General Meeting. Notices under section 257 of the Companies Act,1956 have been received from shareholders signifying their intention to propose the name of Mr. Krishna Chandra Raut & Mr. Srikumar Banerjee as Directors of the Company.

AUDITORS

M/s. Rustagi & Associates., Chartered Accountants, retire as Auditors of the company at the forthcoming Annual General Meeting. They have expressed their willingness to act as Auditors of the Company, if appointed. They have also confirmed that the said appointment would be in due conformity with the provisions of Section 224(1-B) of the Companies Act, 1956.

DIRECTORS’ RESPONSIBILITY STATEMENT

As per the requirements of Section 217(2AA) of the Companies Act,1956, the Directors of your Company, according to the information and explanations obtained by them and to the best of their knowledge and belief, hereby state and also confirm that:

i) in the preparation of annual accounts for the year ended March 31, 2011 the applicable accounting standards have been followed along with proper Explanation relating to material departures, if any;

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent Judgments and estimates have been so as to give a true view of the state of affairs of the Company as at March 31, 2011 and the profit of the Company for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis;

CORPORATE GOVERNANCE

The report on Corporate Governance as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges together with a certificate from Mr. S. K. Tibrewalla, Practising Company Secretary regarding compliance of requisite conditions of Corporate Governance, certification by CEO & CFO, Declaration by CEO & CFO for Compliance with the Code of Conduct of the Company as per Clause 49(I)(D)(ii) of Listing Agreement and the Management Discussion & Analysis Report are given as Annexures, forming part of this Report.

STOCK EXCHANGE LISTING

The Equity Shares of your Company are already listed on the Stock Exchanges at Kolkata and Kanpur and the applicable annual listing fees have been paid to both the Stock Exchanges till financial year 2011-12.

COMPLIANCE CERTIFICATE U/S 383A

The Compliance certificate is not required to be obtained in terms of Section 383A of the Companies Act, 1956 since the Company is having full time Company Secretary in its employment.

PARTICULARS OF EMPLOYEES

In view of no employee of the Company having drawn remuneration as prescribed in Section 217 (2A) of the Companies Act, 1956 or in the rules made pursuant to the same, during the Financial Year under review, particulars of the employees pursuant to said provisions are not required to be given.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

As a measure to economise the fuel cost, the Company installed Producer Gas Plant at Jamshedpur Units in 2009-10, which is a cost effective source of fuel as compared to Furnace Oil for the Furnace. This has helped the Company to check the fuel cost.

The particulars relating to energy, technology and Foreign Exchange earnings/ outgo pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, are annexed hereto in Annexure-A and form part of this Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to convey their deep gratitude to the Central, State & Local Governments, Financial Institutions and Banks for their continued support, co-operation and guidance. They also place on record sincere appreciation for the total commitment, dedication and hard work put in by every member of the Company. The Directors express their gratitude to the esteemed customers of the Company for their continued confidence and faith shown in the products and services of your Company. The Directors are also deeply grateful for the confidence and trust which the Shareholders have placed in them.

By Order of the Board

For Beekay Steel Industries Ltd.

Registered Office:

‘Lansdowne Towers’, 4th Floor, Sd/- Sd/-

2/1A, Sarat Bose Road, Suresh Chand Bansal Mukesh Chand Bansal

Kolkata - 700 020 Chairman & Mg. Director Jt. Mg. Director

Dated : 16th August, 2011

Place : Kolkata