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Directors Report of Bhushan Steel Ltd.

Mar 31, 2015

Dear Members,

The directors are pleased to present the 32nd Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2015.

FINANCIAL RESULTS

(Rs. in Lacs)

Year ended

March 31, March 31, 2015 2014

Gross Revenue 1173501.72 1060042.90

Profit Before Depreciation (31655.01) 105929.84 and Tax

Depreciation & Amortisation 93839.85 96396.41

Profit Before Tax (125494.86) 9533.43

Provision for Current Taxation - 1998.25

MAT Credit Utilised / - (1998.25) Available for set-off

Provision for Deferred Tax (112.06) 3241.07

Income tax paid for earlier years - 96.40

Profit After Tax (125382.80) 6195.96

Profit brought forward from 1112.74 2176.32 Previous Year

Profits available for appropriation (124270.06) 8372.28

DIVIDEND

In view of the loss incurred during the year the Board does not consider it expedient to recommend any dividend.

As per the terms of the issue, during the financial year the Company has paid interim dividend on Redemption of 7, 36, 751 Redeemable Cumulative Preference Shares to ICICI Bank Ltd. and IL & FS Trust Company Ltd.

STATE OF COMPANY'S AFFAIRS

* GROSS REVENUE AND EXPORTS:

During the year your Company has incurred losses due to high interest cost, fall in sale prices of finished goods and under-utilisation of plants capacity due to various reasons. Large import from China, Russia, Japan etc. at lower prices also affecting our sales realisation.

The Company achieved the Gross sales of Rs. 11,73,502 Lacs as compared to previous year's level of Rs. 10,60,043 Lacs.

The Export Turnover of the Company during the year was Rs. 1,53,641 Lacs as compared to previous year's level of Rs. 1,90,096 Lacs. The export turnover during the FY 2014-15 is lower due to subdued demand in international market.

With a firm commitment and through sustained efforts, your company continues to maintain good rapport with Global Customers. Our quality products and timely delivery have found wide acceptance in the highly competitive international market.

Our products are being exported across the globe.

* EXPANSION PROJECT:

Your company is under implementation of Captive Power Plant of 165 MW in Odisha. After implementation of this Project, BSL's Captive Power Plant capacity in Meramandali shall become 307 MW. Further, in aggregate the total Captive Power Plant capability at Sahibabad, Khapoli & Orissa shall rise to 355 MW. The facility is expected to be complete by 1st April 2016.

In addition to the above, the company shall also be completing the Coal Washery & Raw Material Handling System, Downstream Facilities, Boilers, Coke Dry Quenching & HSM Extension and Reheating Furnace. The facilities are expected to be complete in FY 2016 & FY 2017.

Your company is implementing/installing various additional equipments to stabilize operation of their Meramandali plant by optimizing logistics, energy conservation and meeting environmental guidelines, infrastructure facilities etc.

* FINANCE:

The Company has raised corporate loan of Rs. 4,16,300 Lacs out of total sanctioned corporate loan of Rs. 4,30,000 Lacs. Further the Company has raised rupee term loan of Rs. 2,43,900 Lacs out of Rs. 2,70,000 Lacs for Additional, Modifications and Replacement (AMR) Scheme Project at Orissa.

The Working Capital facilities for Sahibabad, Khopoli and Orissa Plants have been appraised by PNB, the lead Bank, for Rs. 1228000 Lacs (Fund Base limit of Rs. 5,65,100 Lacs and Non Fund Based limit of Rs. 6,62,900 Lacs) for the Financial year 2014-15.

* LONG TERM VIABILITY PLAN

Lenders through the various meeting (Steering Committee and Joint Lenders' Forum) have approved Long Term Viability and agreed to structure the debt in accordance with extant guidelines of RBI. Rupee term loans are structured into loan with 25 year tenor as per the recent scheme of RBI on debt flexible structuring. Lenders are in the process of obtaining sanctions for the implementation of the Long Term Viability plan from their respective boards. The proposed long term viability plan has also been approved in meeting of Independent Evaluation Committee (IEC). Accordingly the company's long term borrowings maturity period has been classified as per the above scheme.

* CREDIT RATING:

The Long Term rating of your company is Care BB (Double BB) by Credit Analysis & Research Ltd as per the provisions of BASEL II guidelines of RBI.

The Short Term rating of your company is Care A4 by Credit Analysis & Research Ltd as per the provisions of BASEL II guidelines of RBI.

ISSUE AND REDEMPTION OF PREFERENCE SHARES

The Company has made allotment of 63,00,000 12% Redeemable Cumulative Preference Shares of Rs. 100 each and redeemed 6,58,801 10% Redeemable Cumulative Preference shares of Rs. 100 each in the month of June 2015 as per the terms of the Issue out of the proceeds of the fresh issue of shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Changes in the composition of the Board of Directors and other Key Managerial Personnel

Mr. Ashwani Kumar, Mr. Sahil Goyal, Mr. Pradeep Patni, Mr. Sushant Jain, Mr. Rakesh Singhal, Mr. Pankaj Sharma and Mr. Kapil Vaish were appointed as additional independent directors of the Company.

Mr. Mohan Lal, Mr. V. K. Mehrotra and Mr. Sushant Jain ceased to be directors of the Company during the year. The Board placed on record its appreciation of the valuable contribution and guidance provided by them.

Mr. A. K. Deb and Mr. S. R. Sharma have been nominated by State Bank of India and Punjab National Bank respectively on the Board of the Company during the year. Later on Punjab National Bank vide letter dated June 10, 2015 has withdrawn Mr. S. R. Sharma as their Nominee Director and recommended Dr. Rajesh Yaduvanshi, Field General Manager Delhi Zone as their Nominee Director who was inducted on the Board of the Company in its meeting held on 14.08.2015.

Currently the Board of Directors of the Company consists of 16 directors, out of which Eight are Independent directors, Three are Nominee directors, Four are Executive directors and One is Non-executive Chairman.

Due to the loss incurred during the year, the Company has applied to the Central Government for the approval of managerial remuneration. The approval from Central Government is still awaited.

Independent Directors' Declarations

All Independent directors have given declarations that they meet the criteria of independence as laid down under section 149 of the Companies Act, 2013 which has been relied on by the Company and placed at the Board meeting.

Retirement by rotation

In terms of Section 152 of the Companies Act, 2013 Mr. Nittin Johari and Mr. Rahul Sen Gupta, Directors would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Mr. Nittin Johari and Mr. Rahul Sen Gupta, Directors of the Company have offered themselves for the reappointment.

Further as per the requirement of Companies Act, 2013 and Listing Agreement, the following policies of the Company are attached herewith marked as Annexure 'A' and Annexure 'B'.

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Board constituted a CSR Committee consisting of three Directors, of which one is Independent Director. The CSR Committee at its meeting held on November 14, 2014, recommended to the Board the CSR policy formulated by it, following which the policy document was approved by the Board. The composition, terms of reference etc. of the CSR Committee are laid out in the Corporate Governance Report which forms part of this Annual Report.

Further, the CSR policy of the Company has been uploaded on the Company's website www.bhushansteel.com .

In pursuance of the provisions of the Companies Act, 2013 and CSR Policy of the Company it is required to spend two percent of the average net profits of the Company for the three immediately preceding financial years. The average net profits for three financial years were Rs. 891.52 Cr. and the Company was required to spent 2% i.e. Rs. 17.83 Cr. on CSR activities. However the Company has incurred losses amounting to Rs. 1253.83 Cr. during the financial year 2014-15. And it is facing uphill task in meeting its financial Obligations. Hence the Company is unable to spend any funds on CSR Activities for the time being. The Company will incur the sum on CSR activities as soon as financial position ofthe Company improved.

RESPONSIBILITY STATEMENT

The Responsibility Statement of the Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company, is reproduced below:

'The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and policy of the Company.'

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report and presented in a separate section as Annexure 'C'. The requisite certificate from the Auditors of the Company confirming compliances with the conditions of corporate governance is part of the report on Corporate Governance.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section as Annexure 'D' forming part of the Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of lnterests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Consolidated Financial Statements presented by the Company include financial results of all its subsidiaries, joint ventures and associates. The Audited Financial Statements of the Subsidiary Companies have been reviewed by the Audit Committee and the Board.

The Board of Directors at its Meeting held on November 14, 2014 has formulated a policy for determining material subsidiaries pursuant to the provisions of the Listing Agreement with the stock exchanges. The same is displayed on the website of the Company- www.bhushansteel.com.

No Company has become Joint venture during the financial year 2014-15. A report on the performance and the financial position of the Subsidiaries, Associates and Joint venture as per form AOC-1 are presented in the consolidated financial statement and hence not repeated here for the sake of brevity.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Company undertake various transactions with related parties in the ordinary course of business. The Company has a Board approved policy on Related Party Transactions, which has been disclosed on the website of the Company and can be viewed at www.bhushansteel.com

All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 ('the Act1) and Listing agreement and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under Clause 49 of the Listing Agreement.

All related Party Transactions are placed before the Audit Committee for approval. Prior Omnibus approval of the Audit Committee is obtained for the transactions which are of forseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted alongwith a statement giving details of all related party transactions is placed before the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THR REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

CBI had registered an FIR on 01.08.2014 against Mr. Neeraj Singal, Vice Chairman and Managing Directors of the Company and others. Mr. Neeraj Singal, was granted bail vide order date 27.09.2014. The matter is currently pending before court and the prosecution agency had not field the charge- sheet till date. However this case is not going to impact the going concern status of the Company.

RISK MANAGEMENT

Bhushan Steel follows well-established and detailed risk assessment and minimisation procedures, which are periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization's objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Senior Management assists the Board in its oversight of the Company's management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

INTERNAL FINANCIAL CONTROLS

The Board has laid down Internal Financial Controls within the meaning of the explanation to Section 134 (5) (e) of the Companies Act, 2013. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the loss of the Company for the year ended 31 March, 2015 on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The Vigil Mechanism/ Whistle Blower Policy is displayed at Company's website-www.bushansteel.com.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the working of various committees. The Independent directors also carried out the evaluation of the Chairman and the non-independent directors, the details of which are covered in the Corporate Governance Report.

* Criteria for evaluation of Directors - For the purpose of proper evaluation, the Directors of the Company have been divided into 3 (three) categories i.e. Independent, Non-independent and non- executive and executive directors. 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 etc.

AUDITORS AND AUDITORS' REPORT Statutory Auditors

M/s Mehra Goel & Co., Chartered Accountants and M/s. Mehrotra & Mehrotra , Chartered Accountants, Joint Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report contain one qualification/ reservation etc.

Cost Auditors

The Board has appointed M/s Kabra & Associates as cost auditors for conducting the audit of cost records of the Company for the financial year 2014-15.

Secretarial Audit

The Board has appointed R. S. Bhatia, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial

Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure 'E' to this Report. The remarks in the Secretarial Audit Report are self explanatory and do not call for any further comments.

DISCLOSURES:

* CSR Committee

* The CSR Committee comprises Mr. B. B. Singal (Chairman), Mr. B. B. Tandon, and Mr. Nittin Johari as other members.

* Audit Committee

The Audit Committee comprises Mr. B. B. Tandon (Chairman), Mr. B. B. Singal, Mr. M. V. Suryanarayana and Mr. Ashwani Kumar as other members.

NUMBER OF MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance presented as Annexure 'C' to this Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made guarantee given and securities provided, if any are given in the financial statement.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2014-15.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under sub-section 3(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules 2014 are provided in Annexure 'F' to this Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure 'G' to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing disclosures pertaining to remuneration and also the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annexure 'H' to this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude & appreciation for the valuable guidance & support received from Government of India, Government of Australia, various State Governments particularly including States of Orissa, Maharashtra & Uttar Pradesh; Banks and the financial Institutions; various stakeholders such as Shareholders, Debenture- holders, Customers, Dealers, Suppliers and all the business associates among others. Your Directors also wish to place on record their deep sense of appreciation & gratitude to all Company's employees for their continuous commitment & enormous personal efforts as well as their collective contribution towards the growth of the Company.

The Directors look forward to their continued support in future.

for and on behalf of the Board of Directors,

Place : New Delhi (B. B. SINGAL) Dated : 14th August, 2015 CHAIRMAN


Mar 31, 2014

Dear shareholders,

The directors are pleased to present the 31st annual report and the audited statement of accounts for the financial year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

(Rs in Lacs) Particulars Year ended March 31, March 31, 2014 2013

gross revenue 1060042.90 1180001.85

profit Before Depreciation and Tax 105929.84 204485.93

Depreciation & amortisation 96396.41 83086.19

profit Before Tax 9533.43 121399.74

provision for Current taxation 1998.25 24289.36

Mat Credit Utilised/ available for set-off (1998.25) (24175.00)

provision for Deferred tax 3241.07 30396.35

income tax paid for earlier years 96.40 -

profit After Tax 6195.96 90889.03

profit brought forward from Previous Year 2176.32 893.09

profits available for appropriation which 8372.28 91782.12

the Directorsappropriated as under:

proposed Dividend on equity shares 1132.57 1132.58

proposed Dividend on preference shares 777.99 11.48

provision for Dividend tax 324.70 194.43

interim Dividend on preference shares 224.69 895.47

Dividend tax on interim Dividend 38.19 145.27

transfer to Debenture redemption 3200.00 26962.50

reserve

transfer to Capital redemption reserve 693.34 -

transfer to general reserve 700.00 60000.00

premium paid on redemption of preference 168.06 264.07

shares

Balance carried forward to Balance sheet 1112.74 2176.32

Total 8372.28 91782.12

INTERIM DIVIDEND ON PREFERENCE SHARES

interim dividend have been paid at the time of redemption of following cumulative redeemable preference shares:

i) Rs10.00 per share on 693334 10% redeemable Cumulative preference shares;

ii) Rs10.00 per share on 1200000 10% redeemable Cumulative preference shares;

iii)Rs 25.00 per shares on 400000 25% non-convertible Cumulative redeemable preference shares;

iv) Rs4.00 per shares on 17249 4% non-convertible Cumulative redeemable preference shares.

FINAL DIVIDEND

the Board of Directors recommended the following dividend for approval by the members at the ensuing annual general Meeting:

i) Dividend of Rs.10.00 per share on 82,35,433 10% redeemable Cumulative preference shares proportionately from the date of allotment till 31st March 2014;

ii) Dividend of Rs.4.00 per share on 3,36,751 4% non-convertible Cumulative redeemable preference shares ;

iii) Dividend of Rs.2.00 per share on 14,00,000 2% redeemable Cumulative preference shares proportionately from the date of allotment till 31st March 2014;

iv) Dividend of Rs.0.50 per share on equity shares for the year ended 31st March, 2014.

GROSS REVENUE AND EXPORTS

During the year your Company has achieved the gross sales of of Rs. 10600 Crore in comparison of previous year''s level of Rs. 11800 Crore.

further the company has achieved the export turnover of Rs. 1901 crore, registering a growth of 4.85 % over previous year''s level of Rs. 1813 crore.

Export & Marketing

Our products are being exported across the globe and with a firm commitment and through sustained efforts, your company continues to maintain good rapport with global Customers. our quality products and timely delivery have found wide acceptance in the highly competitive international market.

the company is marketing its products through in-house marketing department as well as through trading houses / agents world-wide. the company has also established an office in Dubai for covering the markets of Middle east, sudan & ethopia etc. timely delivery of quality material has been our strength and on that basis we have been getting repeat business with our many customers for last so many years.

PROJECTS UNDER IMPLEMENTATION

Your company is implementing various projects at integrated steel plant at orissa to augment steelmaking capacity, to augment availability of Coke, washed Coal & Captive power, to optimize cost and to comply with regulations. Details of these projects are given below:

Capacity Expansion Projects

i. Debottlenecking of the Hr facility to increase Hr capacity by 0.5 Mtpa to 4.9 Mtpa. this project is expected to be commissioned in fY 2015

ii. implementation of 0.35 Mtpa Colled rolling cum electrical steel Complex at an estimated project cost of Rs. 1563 crores. the facility is expected to be complete by July 2015.

iii. Completion of Coke oven plant (1.3 Mtpa), Coal washery (2.5 Mtpa), 2 Dri Kilns (aggregate capacity of 0.34 Mtpa) and 197 Mw power plant.

Effciency, Cost Reduction & Environmental Compliance Initiatives

iv. Addition, modifications and Replacement (AMR) Scheme Project at orissa to stabilize operation by optimizing logistics and energy conservation and to comply with environmental guidelines. the estimated project cost is Rs. 3892 crores and the project is expected to be completed by March 2015.

FINANCE

During the year the Company has faced multiple challenges due to suppressed economic conditions and delay in stabilizing phase iii operations due to unfortunate accident. on account of these challenges, the long term Credit rating of the Company was also down-graded to Care BB (Double BB) and short term Credit rating was downgraded to Care a4 (a four).

Despite these challenges, your company''s bankers have demonstrated continued confdence on the company and during the year following major credit facilities were extended :

1. Corporate loan of Rs. 4200 crores for shoring up of net working Capital/ normal capex requirements of the company. the company has tied up corporate loan of Rs. 3575 crs out of Rs.4200 crs from 14 banks and the tie up for the balance amount is in process.

2. Term Loan of Rs. 2700 crores for Addition, modifications and Replacement (AMR) scheme project at orissa. the company has tied up the term loan of Rs. 1560 crs out of term loan of Rs. 2700 crs from 8 banks and the tie up for the balance amount is in process.

3. Enhancement of Working Capital facilities by working Capital Consortium lead by pnB for Rs. 11390 crore (fund Based limit of Rs. 5390 crore and non fund Based limit of Rs. 6000 crore).

DIRECTORS

in accordance with the provisions of the Companies act, 2013 and Company''s articles of association, Mr. Brij Bhushan singal and Mr. p. K. aggarwal, Directors are liable to retire by rotation at the ensuing annual general Meeting.

Being eligible Mr. Brij Bhushan singal and Mr. p. K. aggarwal, have offered themselves for re-appointment.

Your Directors recommend their re-appointment and necessary items for members'' approval for their re-appointment form part of the notice of annual general Meeting.

FIXED DEPOSIT

The Company has not accepted any fixed deposit from the Public and as such no amount of principal or interest was outstanding on the date of the Balance sheet.

AUDITORS & AUDITORS'' REPORT

M/s. Mehra goel & Co., Chartered accountants, new Delhi, the Company''s auditors will retire at the conclusion of the ensuing annual general Meeting. M/s. Mehra goel & Co., Chartered accountants have informed the Company that if appointed, their appointment will be within the prescribed limits U/s 141(3)(g) of the Companies act, 2013 and they are not disqualified for re-appointed. Accordingly members'' approval is being sought for their re-appointment as the auditors of the Company at the ensuing annual general Meeting.

the notes on financial statements referred to in the auditors'' report are self- explanatory and do not call for any further comments.

COST AUDITORS

M/s Kabra & associates, Cost accountants, new Delhi was appointed as Cost auditors for conducting the audit of cost records of the Company for the financial year 2013-14.

DIRECTORS'' RESPONSIBILITY STATEMENT

pursuant to the requirements under section 217 (2aa) of the Companies act 1956 with respect to the Directors responsibility statement, the Directors based on the representations received from operating Management, hereby confirm that :- i) in the preparation of the Annual Accounts for the financial year ended March 31, 2014, the applicable accounting standards read with requirements set out under schedule vi to the Companies act, 1956 have been followed and there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and suffcient care to the best of their knowledge and ability 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; and

iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

AUDIT COMMITTEE

pursuant to the provisions of section 292a of the Companies act, 1956 (as amended), and in accordance with the requirements of Clause 49 of the listing agreement(s), the Board of Directors of the Company has

constituted a Committee of Board of Directors as audit Committee. presently the Committee consists of four (4) Directors namely (1) Mr. B.B. tandon (2) Mr. B.B. singal (3) M r. M.v. suryanarayana and (4) Mr. v.K. Mehrotra

Mr. B. B. tandon is the Chairman of the audit Committee. audit Committee shall have such powers and authority as provided under the aforesaid provisions and shall act in accordance with the terms of reference to be specified in writing by the Board of Directors from time to time.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

pursuant to section 135 (1) of the Companies act, 2013 which comes into force with effect from 1st april 2014, the Company has constituted Corporate social responsibility (Csr) Committee comprising M r. B.B. singal, being its Chairman and Mr. nittin Johari and Mr. B.B. tandon as its members. the Corporate social responsibility Committee shall institute a transparent monitoring mechanism for implementation of Csr projects or programs or activities undertaken by Company.

PARTICULARS OF EMPLOYEES

the information required under section 217 (2a) of the Companies act, 1956 read with the Companies (particulars of employees) rules, 1975, as amended, is given in the annexure – ''a'' forming part of this report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your company is committed for conservation of energy and developing & absorbing new technologies. During the year under review, your company took various initiatives w.r.t. conservation of energy and developing new technologies. information 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 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in annexure Rs.B'' forming part of this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PRO- TECTION FUND

pursuant to the provisions of section 205a(5) and 205C of the Companies act, 1956 the Company has transferred the amount which remained unpaid or unclaimed for a period of seven years to the investor education protection fund.

further the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on its website www.bhushansteel. com and also on the website of Ministry of Corporate affairs pursuant to the provisions of investor education and protection fund (uploading of information regarding unpaid and unclaimed amounts lying with the Companies) rules 2012.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of Clause 49 of the listing agreement regarding Corporate governance with the stock exchanges. Management Discussion & analysis, Corporate governance Report and necessary certifcates are forming part of this Report.

HUMAN RESOURCE DEVELOPMENT

Your Company achieved a record level of turnover due to the untiring efforts put in by the people at all levels. industrial relations remain cordial throughout the year and the Board records its appreciation for the contribution of all employees towards the growth of the company without which the achievements made would not have been possible.

SHIFTING OF REGISTERED OFFICE

The Registered office of the Company was shifted from F-Block, 1st Floor, international trade tower, nehru place, new Delhi - 110019 to Bhushan Centre, ground floor, Hyatt regency Complex, Bhikaji Cama place, new Delhi - 110066 w.e.f. 15.05.2014.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated financial statements pursuant to Clause 32 of listing agreement entered into with the stock exchanges and prepared in accordance with the accounting standards prescribed by the institute of Chartered accountants of india, in this regard.

SUBSIDIARIES

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable accounting standards. as per the general exemption given by Ministry of Corporate affairs vide general circular no. 2/ 2011, the Company is exempted under section 212(8) of the Companies act, 1956 from attaching to its Balance sheet, the individual annual reports of its subsidiary Companies.

as per the terms of the general circular no. 2/ 2011, a statement containing brief financial details of the Company''s Subsidiaries for the year ended March 31, 2014 is included in the annual report. the annual accounts of these subsidiaries and the related detailed information will be made available to any investor of the company / its subsidiaries of seeking such information at any point and are also available for inspection by any investors of the Company/its subsidiaries at the Corporate office of the Company and that of the head offices of the respective subsidiary Companies.

Detail of subsidiaries of the Company are covered in the annual report.

ACKNOWLEDGEMENTS:

Your Directors would like to express their gratitude & appreciation for the valuable guidance & support received from government of india, government of australia, various state governments particularly including states of orissa, Maharashtra & Uttar pradesh; Banks and the financial institutions; various stakeholders such as shareholders, Debenture-holders, Customers, Dealers, suppliers and all the business associates among others. Your Directors also wish to place on record their deep sense of appreciation & gratitude to all Company''s employees for their continuous commitment & enormous personal efforts as well as their collective contribution towards the growth of the Company.

the Directors look forward to their continued support in future.

for and on behalf of the Board of Directors,

sd/- place : new Delhi (B. B. Singal) Dated : 12th august, 2014 Chairman


Mar 31, 2013

Dear Shareholders,

The directors are pleased to present the 30th Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars Year ended

March 31, March 31, 2013 2012

Profit Before Depreciation and Tax 204485.93 198515.54

Depreciation & Amortisation 83086.19 61992.95

Profit Before Tax 121399.74 136522.59

Provision for Current Taxation 24289.36 27315.10

MAT Credit Utilised / (available for (24175.00) (27190.00) set off)

Provision for Deferred Tax 30396.35 34050.00

Profit After Tax 90889.03 102347.49

Profit brought forward from Previous 893.09 377.69 Year

Profits available for 91782.12 102725.18 appropriation which the Directors appropriated as under:

Proposed Dividend on Equity Shares 1132.58 1061.79

Proposed Dividend on Preference 11.48 4.07 Shares

Provision for Dividend Tax 194.43 172.91

Interim Dividend on Preference 895.47 750.50 Shares

Dividend Tax on Interim Dividend 145.27 121.93

Transfer to Debenture Redemption 26962.50 8475.00 Reserve

Release from Debenture Redemption - - Reserve

Transfer to General Reserve 60000.00 90000.00

Premium paid on Redemption of 264.07 1245.89 Preference Shares

Balance carried forward to Balance 2176.32 893.09 Sheet

Total 91782.12 102725.18

INTERIM DIVIDEND ON PREFERENCE SHARES

Pursuant to the approval given by Directors on 23.03.2013 interim dividend have been paid on cumulative redeemable preference shares as under:

i) Rs.10.00 per share on 77,95,267 10% Redeemable Cumulative Preference Shares (Series I, Series II, Series V, Series VI, Series VII and Series VIII);

ii) Rs.25.00 per share on 4,00,000 25% Non convertible cumulative Redeemable Preference shares (Series III);

iii) Rs.4.00 per share on 3,99,000 4% Non convertible cumulative Redeemable Preference shares (Series IV).

Since the above dividend on preference shares paid for the whole of year 2012-13 therefore said interim dividend shall be treated as final dividend.

FINAL DIVIDEND

The Board of Directors recommended the following dividend for approval by the members at the ensuing Annual General Meeting:

i) Dividend of Rs.10.00 per share on 16,10,100 10% Redeemable Cumulative Preference Shares (Series IX and Series X) proportionately from the date of allotment till 31st March 2013;

ii) Dividend of Rs.0.50 per share on Equity Shares for the year ended 31st March, 2013.

GROSS REVENUE AND EXPORTS

The Gross Revenue of the Company has increased to Rs.11800 Crore, registering a growth of 9.33% over previous year''s level of Rs.10793 Crore.

Further the company has achieved the Export Turnover of Rs.1813 crore. The Export Turnover of most of the Exporters in the country has a negative trend due to the recession in international market during the last year.

With a firm commitment and through sustained efforts, your company continues to maintain good rapport with Global Customers. Our quality products and timely delivery have found wide acceptance in the highly competitive international market.

Our products are being exported across the globe.

EXPANSION PROJECT:

Your company is under implementation of 0.35 MTPA capacity Colled Rolling cum Electrical Steel (CRNGO) Complex at estimated project cost of Rs.1563 crores at Meramandali, Orissa.

In addition to the above, the company shall also be completing the Coke oven plant (1.3 MTPA), Coal Washery (2.5 MTPA) and 2 DRI Kilns (aggregate capacity of 0.34 MTPA) and 197 MW Power Plant at the existing site of Integrated steel plant at Orissa in the current financial year i.e. 2013-14.

In order to maintain its leadership position in downstream segment of steel industry and to maximize the margins, the company is setting up the downstream capacity of 1.8 MTPA, where the company shall come up with PLTCM of 1.8 MTPA and CAL of 1 MTPA with the estimated capex of Rs.5995 crores at Meramandali, Orissa to fully utilize its additional HR capacity. With this the company''s total downstream production capacity shall be increased to about 4 MTPA by FY 2017.

FINANCE:

During the year the Company has tied up the term loans in foreign currency and rupee for its expansion plans and for the requirement of funds for its normal capital expenditure. The Company has tied up Rupee Term Loan of Rs.1042 crores from Axis Bank as Syndication lead bank for our CRNGO project at Orissa.

The Working Capital facilities for Sahibabad, Khopoli and Orissa Plants have been appraised by PNB, the lead Bank, for Rs.11390 crore (Fund Based limit of Rs.5390 crore and Non Fund Based limit of Rs.6000 crore) for the Financial year 2013-14.

CREDIT RATING:

The Long Term rating of your company is Care A by Credit Analysis & Research Ltd as per the provisions of BASEL II guidelines of RBI.

The Credit Analysis & Research Ltd (CARE) has rated the short term rating at the highest rating of A1 (A One Plus) for short term credit facilities of the Company.

QUALITY

In today''s global competition and open economy, quality plays a vital role in marketing the products and stay ahead of others. Therefore, great emphasis is given to manufacturing products that meet high standards of quality in the global market and customer satisfaction.

Proactive efforts are directed towards determining customers'' requirements and achieving all- round customer satisfaction. This is primarily achieved through automated systems (reducing manual handling to a minimum), high attention to complaint resolution, online communication and information exchange, quality circles etc.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Company''s Articles of Association, Sh. Rahul Sen Gupta, Sh. V.K. Mehrotra and Sh. B.B. Tandon, Directors are liable to retire by rotation at the ensuing Annual General Meeting.

Being eligible Sh. Rahul Sen Gupta, Sh. V.K. Mehrotra and Sh. B.B. Tandon, have offered themselves for re-appointment.

Necessary items for members'' approval for their re-appointment form part of the notice of Annual General Meeting. Your Directors recommend their re-appointment.

RIGHT ISSUE OF EQUITY SHARES

Pursuant to the Letter of Offer dated January 9, 2013, the Company has issued 14157220 Equity Shares of Rs.2/- each at a price of Rs.335 each (including a Premium of Rs.333/- per Equity Shares) aggregating to Rs.47426.69 Lacs on Right Basis to the eligible Shareholders of the Company in the ratio of one equity share for every 15 equity shares held on the record date, being January 16, 2013. Shareholders were required to pay Rs.167.50 per equity Share on Application and remaining Rs.167.50 per equity Share towards first and final Call.

On February 16, 2013 the Company has made an allotment of 14157220 partly paid Right Equity Shares. Pursuant to the Board of Directors Resolution dated April 20, 2013, first and final Call Money Notices dated May 4, 2013 have been sent to the allottees of party paid Right Equity Shares for payment of remaining amount of Rs.167.50 per Equity Share.

FIXED DEPOSIT

The Company has not accepted any fixed deposit from the Public and as such no amount of principal or interest was outstanding on the date of the Balance Sheet.

AUDITORS & AUDITORS'' REPORT

M/s. Mehra Goel & Co., Chartered Accountants, New Delhi, the Company''s Auditors will retire at the conclusion of the ensuing Annual General Meeting. M/s. Mehra Goel & Co., Chartered Accountants have informed the Company that if appointed, their appointment will be within the prescribed limits U/s 224 (IB) of the Companies Act, 1956. Accordingly members'' approval is being sought for their re- appointment as the Auditors of the Company at the ensuing Annual General Meeting.

The Notes on Financial Statements referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under sub Section 2AA of Section 217 with respect to the Directors Responsibility Statement, it is hereby confirmed that :-

i) in the preparation of the Annual Accounts for the financial year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and there are no material departures from the same;

ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the Profit of the Company for the year ended on that date;

iii) 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; and

iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

AUDIT COMMITTEE

Pursuant to the provisions of Section 292A of the Companies Act, 1956 (as amended), and in accordance with the requirements of Clause 49 of the Listing Agreement(s), the Board of Directors of the Company has reconstituted a Committee of Board of Directors as Audit Committee consisting of Sh. B. B. Tandon, Sh. B. B. Singal, Sh. M.V. Suryanarayana, and Sh. V. K. Mehrotra as its members. Sh. B. B. Tandon is the Chairman of the Audit Committee. Audit Committee shall have such powers and authority as provided under the aforesaid provisions and shall act in accordance with the terms of reference to be specified in writing by the Board of Directors from time to time.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the particulars of Employees are given in Annexure - ''A'' forming part of this Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information 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 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure ''B'' forming partofthis Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Company has implemented the conditions of Corporate Governance as contained in clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance and Management Discussion & Analysis along with necessary certificates are given in Annexure ''C'' ''D'' ''E'' and ''F'' forming part of this Report.

HUMAN RESOURCE DEVELOPMENT

Your Company achieved a record level ofturnover due to the untiring efforts put in by the people at all levels. Industrial relations remain cordial throughout the year and the Board records its appreciation for the contribution of all employees towards thegrowthofthe company without which the achievements made would not have been possible.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

SUBSIDIARIES

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. As per the general exemption given by Ministry of Corporate Affairs vide General circular no. 2/ 2011, the Company is exempted under Section 212(8) of the Companies Act, 1956 from attaching to its Balance Sheet, the individual annual Reports of its subsidiary Companies.

As per the terms of the General circular no. 2/2011, a statement containing brief financial details of the Company''s Subsidiaries for the year ended March 31, 2013 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any investor of the company / its subsidiaries of seeking such information at any point and are also available for inspection by any investors of the Company/its subsidiaries at the Corporate Office of the Company and that of the head offices ofthe respective subsidiary Companies.

Detail of subsidiaries of the Company are covered in the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for the assistance and co-operation received from Government authorities, financial Institutions, Banks, and various stakeholders such as Shareholders, Debentureholders, Customers, Dealers, Suppliers and Investors during the year under review. The Directors look forward to their continued support in future.

Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Executives, Staff and Workers of the Company at all levels towards the growth of the Company.

for and on behalf of the Board of Directors,

Sd/-

Place : New Delhi (B. B. SINGAL)

Dated : 27th May, 2013 CHAIRMAN


Mar 31, 2012

Dear Shareholders,

The directors are pleased to present the 29th Annual Report and the Audited Statement of Accounts for the financial year ended March 31,2012.

FINANCIAL HIGHLIGHTS

(Rs.in Lacs)

Particulars Year ended March 31, March 31, 2012 2011

Profit Before Depreciation and 198515.54 165349.58 Tax

Depreciation & Amortisation 61992,95 27784,53

Profit Before Tax 136522.59 137565.05

Provision for Current Taxation 27315,10 27420,75

MAT Credit Utilised (27190,00) (27242,30)

Provision for Deferred Tax 34050,00 36878,01

Profit After Tax 102347.49 100508.59

Profit brought forward from Previous 377.69 7208.33 Year

Profits available for 102725.18 107716.92 appropriation

Which the Directors appropriated as under:

Proposed Dividend on Equity Shares 1061,79 1061,79

Proposed Dividend on Preference 4.07 370.14 Shares

Provision for Dividend Tax 172.91 232.30

Interim Dividend on Preference 750.50 Shares

Dividend Tax on Interim Dividend 121.93

Transfer to Debenture Redemption 8475.00 5475.00

Reserve

Release from Debenture Redemption (1000.00)

Reserve

Transfer to General Reserve 90000.00 101200.00

Premium paid on Redemption of 1245.89 Preference Shares

Balance carried forward to Balance 893.09 377.69 Sheet

Total 102725.18 107716.92

INTERIM DIVIDEND ON PREFERENCE SHARES

Pursuant to the approval given by Directors vide circular resolution dated 27.03.2012 interim dividend have been paid on cumulative redeemable preference shares as under:

i) Rs.10.00 per share on 51,68,600 10% Redeemable Cumulative Preference Shares (Series I, Series II and Series V);

ii) Rs.25.00 per share on 4,00,000 25% Non convertible cumulative Redeemable Preference shares (Series III);

iii) Rs.4.00 per share on 3,99,000 4% Non convertible cumulative Redeemable Preference shares (Series IV).

Since the above dividend on preference shares paid for the whole of year 201112 therefore said interim dividend shall be treated as final dividend.

DIVIDEND

The Board of Directors recommended the following dividend for approval by the members at the ensuing Annual General Meeting:

i) Dividend of Rs.10.00 per share on 26,26,667 10% Redeemable Cumulative Preference Shares proportionately from the date of allotment till 31st March 2012;

ii) Dividend of Rs.0.50 per share on Equity Shares for the year ended 31st March, 2012.

HIGHLIGHTS

During the year, your Company has installed the Large Dia ERW Pipe plant at Khopoli with the capacity of 0.285 MTPA.

The Gross sales of the Company have increased to Rs.10793 Crore, registering a growth of 42% over previous year's level of Rs.7576 Crore.

EXPANSION PROJECT

The company had commissioned 1.9 MTPA of HRC plant in FY 2011 at Orissa and now is in the process of enhancing the HR capacity to 4.40 MTPA, this brownfield expansion is at advance stage of implementation and trial runs are expected to start in the current financial year. With the start up of HR plant at Orissa the company's dependence on others to supply us primary steel ended, resulting full control of margins.

The company plans to utilize all its HR capacity to manufacture the downstream products as it has leadership position in value added segment for automobile and white goods sector.

At present the company has total downstream capacity of 1.54 MTPA at its Sahibabad and Khopoli plants out of which the major capacity is available to auto and white goods sector and the balance capacity is used for Galvanised and other value added products. The company has almost 100% order book for auto and white goods sector.

Further the company has started trial production of 0.45 MTPA Colled Rolled Complex. With this the company shall utilize its HR capacity of around 2 MTPA and after the expansion of HR capacity during the current financial year the company shall be long on HRC.

The company has option to sell the surplus HR in the market or to further downstream/value addition the same to capture the full value chain and maximize the margins.

In order to maintain its leadership position in this segment and to maximize the margins, the company proposes to set up the downstream capacity of 1.8 MTPA, where the company is planning to set up PLTCM of 1.8 MTPA and CAL of 1 MTPA with the capex of around Rs.6000 crores to fully utilize its additional HR capacity. The PLTCM and CAL line shall have the world class facility with latest technology and lower conversion cost as compared to the existing facilities. For the output of this mill the company has entered into the technical collaboration with Sumitomo Metals, Japan which will help the company to market the product under their brand name in the overseas markets.

In addition to the above, the company shall also be completing the Coke oven plant (1.3 MTPA), Coal Washery (2.5 MTPA) and 2 DRI Kilns (aggregate capacity of 0.34 MTPA) and 197 MW Power Plant at the existing site of Integrated steel plant at Orissa.

With this the company will be able to improve in its margins.

FINANCE

During the year the Company has tied up the term loans in foreign currency and rupee for its expansion plans and for the requirement of funds for its normal capital expenditure. The Company has also tied up ECB for USD 250 Million from State Bank of India, Singapore for our Debottlenecking project at Orissa.

The Working Capital facilities for Sahibabad, Khopoli and Orissa Plants have been appraised by PNB, the lead Bank, for Rs.8589 crore (Fund Based limit of Rs.3626 crore excluding export credit and Non Fund Based limit of Rs.4963 crore) for the Financial year 201213.

CREDIT RATING

The Long Term rating of your company is Care A by Credit Analysis & Research Ltd as per the provisions of BASEL II guidelines of RBI.

The Credit Analysis & Research Ltd (CARE) has rated the short term rating at the highest rating of A1 (A One Plus) for short term credit facilities of the company.

EXPORTS

During the year, the company has achieved the Export Turnover of Rs.1455 Crore. The Export Turnover of most of the Exporters in the country has a negative trend due to the recession in international market during the last year.

With a firm commitment and through sustained efforts, your company continues to maintain good rapport with Global Customers. Our quality products and timely delivery have found wide acceptance in the highly competitive international market.

Our products are being exported across the globe.

QUALITY

In today's global competition and open economy, quality plays a vital role in marketing the products and stay ahead of others. Therefore, great emphasis is given to manufacturing products that meet high standards of quality in the global market and customer satisfaction.

Proactive efforts are directed towards determining customers' requirements and achieving all round customer satisfaction. This is primarily achieved through automated systems (reducing manual handling to a minimum), high attention to complaint resolution, online communication and information exchange, quality circles etc.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and Company's Articles of Association Mr. Mohan Lai, Mr. M. V. Suryanarayna and Mr. Nittin Johari, Directors are liable to retire by rotation at the ensuing Annual General Meeting.

Being eligible Mr. Mohan Lal, Mr. M. V. Suryanarayna and Mr. Nittin Johari have offered themselves for reappointment.

Necessary resolutions for members' approval for their reappointment form part of the notice of Annual General Meeting. Your Directors recommend their reappointment.

FIXED DEPOSIT

The company has not accepted any fixed deposit from the Public and as such no amount of principal or interest was outstanding on the date of the Balance Sheet.

AUDITORS & AUDITORS' REPORT

M/s. Mehra Goel & Co., Chartered Accountants, New Delhi, the Company's Auditors will retire at the conclusion of the ensuing Annual General Meeting. M/s. Mehra Goel & Co., Chartered Accountants have informed the Company that if appointed, their appointment will be within the prescribed limits U/s 224 (IB) of the Companies Act, 1956. Accordingly members' approval is being sought for their re appointment as the Auditors of the Company at the ensuing Annual General Meeting.

There is no adverse qualification/remarks in the Auditors' Report therefore do not call for any further comments.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under sub Section 2AA of Section 217 with respect to the Directors Responsibility Statement, it is hereby confirmed that :

i) in the preparation of the Annual Accounts for the financial year ended March 31, 2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and there are no material departures from the same;

ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the Profit of the Company for the year ended on that date;

iii) 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; and

iv) the Directors have prepared the annual accounts of the Company on a "going concern' basis.

AUDIT COMMITTEE

Pursuant to the provisions of Section 292A of the Companies Act, 1956 (as amended), and in accordance with the requirements of Clause 49 of the Listing Agreement(s), the Board of Directors of the Company has reconstituted a Committee of Board of Directors as Audit Committee consisting of Sh. B. B. Tandon, Sh. B. B. Signal,

Sh. M.V. Suryanarayana, and Sh. V. K. Mehrotra as its members. Sh. B. B. Tandon is the Chairman of the Audit Committee. Audit Committee shall have such powers and authority as provided under the aforesaid provisions and shall act in accordance with the terms of reference to be specified in writing by the Board of Directors from time to time.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the particulars of Employees are given in Annexure W forming part of this Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information 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 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure " B' forming part of this Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Company has implemented the conditions of Corporate Governance as contained in clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance and Management Discussion & Analysis along with necessary certificates are given in Annexure 'C, 'D', 'E' and T' forming part of this Report.

HUMAN RESOURCE DEVELOPMENT

Your Company achieved a record level of turnover due to the untiring efforts put in by the people at all levels. Industrial relations remain cordial throughout the year and the Board records its appreciation for the contribution of all employees towards the growth of the company without which the achievements made would not have been possible.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards AS21 on Consolidated Financial Statements read with Accounting Standards AS23 on Accounting for Investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. As per the general exemption given by Ministry of Corporate Affairs vide General circular no. 2/ 2011, the Company is exempted under Section 212(8) of the Companies Act, 1956 from attaching to its Balance Sheet, the individual annual Reports of its subsidiary Companies.

During the year Paragon Securities Private Limited, Parakeet Finvest Private Limited, Perpetual Securities Private Limited, Marsh Capital Services Private Limited, Bhushan Capital and Credit Services Private Limited and Jawahar Credit and Holding Private Limited becomes the subsidiaries and Bhushan Steel Global FZE ceased to be the subsidiary of the Company.

As per the terms of the General circular no. 2/ 2011, a statement containing brief financial details of the Company's Subsidiaries for the year ended March 31, 2012 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any investor of the company/ its subsidiaries at any point and are also available for inspection by any investors of the Company/its subsidiaries at the Corporate Office of the Company and that of the head offices of the respective subsidiary Companies.

Detail of subsidiaries of the Company are covered in the Annual Report.

GROUP

Pursuant to intimation from the promoters, the name of the Promoters and entities comprising the 'group' as defined under the Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 are disclosed herein below.

Persons constituting group coming within the definition of 'group' as defined in the Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 for the purpose of Regulation 10 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 include the following:

Bhushan Energy Ltd. Bhushan Aviation Ltd. Bhushan Buildwell Pvt. Ltd. Bhushan Infrastructure Pvt. Ltd. Bhushan Energy Trading Pvt. Ltd. Bhushan Placement Services Pvt. Ltd. Bhushan General Traders Pvt. Ltd. Bhushan Consumer Electronics Pvt. Ltd.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and cooperation received from Government authorities, financial Institutions, Banks, and various stakeholders such as Shareholders, Debentureholders, Customers, Dealers, Suppliers and Investors during the year under review. The Directors look forward to their continued support in future.

Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Executives, Staff and Workers of the Company at all levels towards the growth of the Company.

for and on behalf of the Board of Directors,

Place : New Delhi (B. B. SINGAL)

Dated : July 31, 2012 CHAIRMAN


Mar 31, 2011

The Members,

The directors have pleasure in placing before you the 28th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

Particulars Year ended

March 31,2011 March 31,2010

Profit Before Depreciation and Tax 165349.58 136050.05

Depreciation & Amortisation 27784.53 20913.56

Profit Before Tax 137565.05 115136.49

Provision for Current Taxation 27420.75 19570.00

MAT Credit Utilised (27242.30) 2665.00

Provision for Deffered Tax 36878.01 8321.83

Profit After Tax 100508.59 84579.66

Profit brought forward from Previous Year 7208.33 7318.24

Profits available for appropriation 107716.92 91897.90 which the Directors appropriated as under:

Proposed Dividend on Equity Shares 1061.79 1061.79

Dividend on Preference Shares 370.14 23.31

Provision for Dividend Tax 232.30 180.22

Transfer to Debenture Redemption Reserve5475.00 1975.00

Release from Debenture Redemption Reserve (1000.00) --

Transfer to General Reserve 101200.00 81449.25

Balance carried forward to Balance Sheet 377.69 7208.33

Total 107716.92 91897.90

DIVIDEND:

The Directors recommend following dividend on Preference Shares proportionately from the date of allotment till 31 st March 2011:

i) Rs.10.00 per share on 51,68,600 10% Redeemable Cumulative Preference Shares;

ii) Rs.25.00 per share on 8,00,000 25% Non convertible cumulative Redeemable Preference shares;

iii) Rs.4.00 per share on 9,00,000 4% Non convertible cumulative Redeemable Preference shares and

Dividend of Rs.0.50 per share on Equity Shares for the year ended 31st March, 2011 for approval by the Members at the ensuing Annual General Meeting.

HIGHLIGHTS:

During the year, your Company has partially installed the Phase II of the integrated steel plant at Orissa with the production facility of Hot Roll Coil Mill (1.90 Mtpa]

The Gross sales of the Company has increased to Rs.7576 Crore, registering a growth of 26% over previous year's level of Rs.6003 Crore.

EXPANSION PROJECT:

The company started its backward integration with capacity of 1.9 MTPA of hot rolled steel at its integrated steel plant at Orissa coupled with another capacity expansion (a brownfield one) which shall enhance the HR capacity to 4.40 MTPA by Oct. 201 2. With the start up of HR plant of 1.9 MTPA at Orissa the company's dependence on others to supply us primary steel ended up resulting in full control of margins.

The company plans to utilize all its HR capacity to manufacture the downstream products as it has leadership position in value added segment for automobile and white goods sector.

At present the company has total downstream capacity of 1.25 MTPA at its Sahibabad and Khopoli plants out of which only 0.60 MTPA is available to auto and white goods sector and the balance capacity is used for Galvanised and other value added products. The company has almost 100% order book for auto and white goods sector and is not able to full fill the additional requirements of the fast growing auto market.

Further the company is also coming up with 0.50 MTPA ERW API pipe plant at Khopoli and 0.45 MTPA Colled Rolled Complex at Orissa which shall be ready by FY 1 3. Thus the company shall utilize its HR capacity of around 2.3 MTPA and after the expansion of HR capacity in Oct. 1 2 the company shall have surplus HR available of around 2.1 MTPA.

The company has option to sell the surplus HR in the market or to further downstream/value addition the same to capture the full value chain and maximize the margins.

In order to maintain its leadership position in this segment and to maximize the margins the company proposes to set up the downstream capacity of 1.8 MTPA, where the company shall set up PLTCM of 1.8 MTPA and CAL of 1 MTPA with the capex of around Rs.5000 crores to fully utilize its additional HR capacity. The PLTCM and CAL line shall have the world class facility with latest technology and lower conversion cost as compared to the existing facilities.

With the PLTCM and CAL line the company shall capture the fast growing domestic automotive and consumer goods segments and shall also help the company to make its presence in the overseas auto market also.

In addition to the above, the company shall also be completing the 2nd Coke oven plant (1.3 MTPA), Coal Washery (2.5 MTPA) and 2 DRI Kilns (aggregate capacity of 0.34 MTPA) and 197 MW Power Plant at the existing site of Integrated steel plant at Orissa.

With this the company will be able to achieve the improvements in its margins.

FINANCE:

The company has tied up ECA for EURO 180 Million form DZ Bank AG for Brownfield project phase III.

During the year, the company has tied up Rupee Term Loan of Rs.600 crore from Central Bank of India for the Cold Rolling Mill project, ECB for USD 125 million from ICICI Bank Limited and Rupee Term Loan for Rs.1032 crore from Axis Bank Syndication for Coke Oven, Coal Washery and 2 DRI Kilns project and Rupee Term loan of Rs.725 crore from Canara Bank Syndication for its 197 MW Power Project at Orissa.

The Working Capital facilities for Sahibabad, Khopoli and Orissa Plants have been appraised by PNB, the lead Bank, for Rs.5656 crore (Fund Base limit of Rs.2231 crore excluding export credit and Non Fund Based limitof Rs.3425 crore) for the Financial year 2010-11

CREDIT RATING:

The Long Term rating of your company is Care A by Credit Analysis & Research Ltd as per the provisions of BASEL II guidelines of RBI.

The Credit Analysis & Research Ltd (CARE) has rated the short term rating at the highest rating of PR1 (PR One Plus) for short term creditfacilities of the company.

EXPORTS:

During the year, the company has achieved the Export Turnover of Rs.1206 crore. The Export Turnover of most of the Exporters in the country has a negative trend due to the recession in international market during the last year.

With a firm commitment and through sustained efforts, your company continues to maintain good rapport with Global Customers. Our quality products and timely delivery have found wide acceptance in the highly competitive international market.

Our products are being exported across the globe.

CHANGE IN SHARE CAPITAL:

i) Increase in Authorised Share Capital

The Authorised Share Capital of the Company has been increased from X150 Crore to Rs.225 Crore by creation of 75,00,000 Preference Shares of Rs.100 each.

ii) Issue and allotment of Preference Shares :

The Company has issued and allotted 32,00,300 Preference Shares of Rs.100 each.

QUALITY:

In today's global competition and open economy, quality plays a vital role in marketing the products and stay ahead of others. Therefore, great emphasis is given to manufacturing products that meet high standards of quality in the global market and customer satisfaction.

Proactive efforts are directed towards determining customers' requirements and achieving all- round customer satisfaction. This is primarily achieved through automated systems (reducing manual handling to a minimum), high attention to complaint resolution, online communication and information exchange, quality circles etc.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, the Company's Articles of Association and approval given by the Shareholders Sh. Brij Bhushan Singal, Sh. P K. Aggarwal and Sh. B. B.Tandon, Directors are liable to retire by rotation at the ensuing Annual General Meeting. Being eligible Sh. Brij Bhushan Singal, Sh. P. K. Aggarwal and Sh. B. B. Tandon have offered themselves for re-appointment.

Necessary resolutions for members' approval for their appointment/ re-appointmentform part of the notice of Annual General Meeting.

Your Directors recommend their appointment / re-appointment.

FIXED DEPOSIT:

The company has not accepted any fixed deposit from the Public and as such no amount of principal or interest was outstanding on the date of the Balance Sheet.

AUDITORS & AUDITORS' REPORT:

M/s. Mehra Goel & Co., Chartered Accountants, New Delhi, the Company's Auditors will retire at the conclusion of the ensuing Annual General Meeting. M/s. Mehra Goel & Co., Chartered Accountants have informed the Company that if appointed, their appointment will be within the prescribed limits U/s 224 (1 B) of the Companies Act, 1956. Accordingly, members'approval is being sought for their re-appointment as the Auditors of the Company at the ensuing Annual General Meeting.

There is no adverse qualification/remarks in the the Auditors'Report therefore do not call for any further comments.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under sub section 2AA of Section 217 of the Companies Act, 1956 with respect to the Directors Responsibility Statement, the Directors' of your Company declare as under :-

i) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed and there are no material departures;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 of the Company for that period;

iii) that the directors had 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;

iv) that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE:

Pursuant to the provisions of Section 292A of the Companies Act, 1956 (as amended), and in accordance with the requirements of Clause 49 of the Listing Agreement(s), the Board of Directors of the Company has constituted a Committee of Board of Directors as Audit Committee consisting of Sh. B. B.Tandon, Sh. B. B. Singal, Sh. M.V. Suryanarayana, and Sh. V. K. Mehrotra as its members. Sh. B. B.Tandon is the Chairman of the Audit Committee. Audit Committee shall have such powers and authority as provided under the aforesaid provisions and shall act in accordance with the terms of reference to be specified in writing by the Board of Directors from time to time.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the particulars of Employees are given in Annexure-A forming part of this Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 21 7(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the

Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure'B1 forming part of this Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Your Company has implemented the conditions of Corporate Governance as contained in clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance and Management Discussion & Analysis along with necessary certificates are given in Annexure 'C, 'D', 'E' and 'F' forming part of this Report.

HUMAN RESOURCE DEVELOPMENT:

Your Company achieved a record level of turnover due to the untiring efforts put in by the people at all levels. Industrial relations remain cordial throughout the year and the Board records its appreciation for the contribution of all employees towards the growth of the company without which the achievements made would not have been possible.

SUBSIDIARIES:

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. As per the general exemption given by Ministry of Corporate Affairs vide General circular no. 2/ 2011, the Company is exempted under Section 212(8) of the Companies Act, 1956 from attaching to its Balance Sheet, the individual annual Reports of its subsidiary Companies.

As per the terms of the General circular no. 2/ 2011, a statement containing brief financial details of the Company's Subsidiaries for the year ended March 31, 2011 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any investor of the company / its subsidiaries of seeking such information at any point and are also available for inspection by any investors of the Company/its subsidiaries at the Corporate Office of the Company and that of the head offices of the respective subsidiary Companies.

Detail of subsidiaries of theCompanyarecovered in the Annual Report.

GROUP:

Pursuant to intimation from the promoters, the name of the Promoters and entities comprising the 'group' as defined under the Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 are disclosed herein below.

Persons constituting group coming within the definition of 'group' as defined in the Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 for the purpose of Regulation 3(1 )(e) (i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 include the following :

Bhushan Energy Ltd. Bhushan Aviation Ltd. Bhushan Buildwell Pvt. Ltd. Bhushan Infrastructure Pvt. Ltd. Bhushan Energy Trading Pvt. Ltd. Bhushan Placement Services Pvt. Ltd. Bhushan General Traders Pvt. Ltd. Bhushan Consumer Electronics Pvt. Ltd. Ajay & Archana Mittal Family Private Trust

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude for the valuable guidance and support given by Government of India, various State Government departments, financial Institutions, Banks, and various stakeholders such as Shareholders, Debenture holders, Customers, Dealers, Suppliers and Investors during the year under review. The Directors look forward to their continued support in future.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, Staff and Workers of the Company at all levels towards the growth of the Company.

For and on behalf of the Board of Directors,

Sd/- Place: New Delhi (B. B. SINGAL)

Dated : July 29, 2011 CHAIRMAN



 
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