beekay steel industries ltd Directors report

TO THE SHAREHOLDERS

Dear Shareholders

The Board of Directors are pleased to present the 42^nd (Forty Second) Annual Report on the business and operations of your Company together with the Companys Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31^st March, 2023.

Financial Results

Particulars	Standalone		Consolidated
	Financial Year 2022-23	Financial Year 2021-22	Financial Year 2022-23	Financial Year 2021-22
Revenue from Operations	1128.42	1296.43	1128.42	1296.43
Profit before interest, depreciation & taxation	180.14	240.32	179.76	240.32
Finance Cost	9.77	12.16	9.77	12.16
Depreciation	22.92	21.59	27.38	21.59
Profit before taxation	147.45	206.58	142.61	206.58
- Current Tax	37.50	51.80	37.50	51.80
- Deferred Tax	(0.31)	(1.00)	(0.31)	(1.00)
- Prior year I. Tax adjustments	1.06	(0.93)	1.06	(0.93)
Profit after taxation	109.20	156.71	104.36	156.71
Share of Profit/(Loss) from Associates	-	-	0.62	1.01
Balance brought forward	598.84	442.13	602.39	444.67
Profit available for appropriation	708.04	598.84	707.37	602.39
Appropriation
Dividend-Equity Shares	1.90	1.90	1.90	1.90
Dividend Tax
Re-measurement of net defined benefit plan(net of tax)	(0.05)	(0.34)	(0.05)	(0.34)
Balance carried forward	706.09	597.28	705.42	600.82

Financial Results highlights

- Revenue from Operations for the financial year 2022-2023 was Rs. 1128.42 crores which was 12.96 % lower than the revenue of Rs. 1296.43 Crores in financial year 2021-22.

- EBIDTA (including other income ) for the financial year 2022- 2023 was Rs.180.14 crores as against Rs. 240.32 crores in the corresponding period of the previous year, representing a decline of 25%.

- Net profit for the financial year 2022-2023 was Rs.109.20 crores which was 30.47 % higher than the net profit of Rs. 156.71 crores in the corresponding period of the previous year.

- EPS of the Company for the year ended 31^st March 2023 stood at Rs. 57.23 as compared to Rs. 82.35 in its previous year.

During the year under review, your companys turnover declined nearly 13 % comparing with the previous year due to downward fluctuations in the prices of steel, disruption in supply chain management etc. The Company during FY 2022-23 strongly backed by its manufacturing strength including job work and strong pan India base network managed to made a stable growth. The Company also witnessed a decrease in terms of volume of production from 6,12,939 Metric tons to 5,65,535 Metric tons. Due to decrease in manufacturing sales and trading sales and simultaneously decrease in conversion activities during the year, the revenue from operations is decreased by 13% from Rs. 1,296.43 crores in previous year to Rs. 1,128.42 crores during the present financial year 2022-23.

Economic environment during the year continues to remain stable after turmoil in 2021-22 for Covid-19 pandemic. However, we as an organization remain vigilant to the ground developments with confidence and optimism to manage emerging scenarios.

The Company is committed to its vision to emerge as an efficient producer of steel products in the secondary market with customized solutions in hot rolled sections, TMT bars and cold drawn sections. The Company is also strengthening its B2C (TMT Bars) segment through aggressive spending on advertisement and brand building. The Company is also focused on increasing capacity utilization of all units, improving product-mix, reducing operating costs, launching new products and improving operational efficiency with technology upgradation.

Dividend

Your Directors are pleased to recommend a dividend of 10 % (Re. 1/- ) per equity share of Rs. 10/- each ( Previous year Rs. 1/- ) for the Financial Year ended 31^st March, 2023 subject to approval of the shareholders at the ensuing Annual General Meeting. The total outgo on account of dividend will be aggregating to Rs. 190.72 Lakhs.

The dividend recommended is in accordance with the Companys Dividend Distribution Policy.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

Dividend Distribution Policy

Pursuant to Regulation 43A and recent amendments to SEBI (LODR) Regulations, 2015 and on the basis of market capitalisation, your Company has formulated a "Dividend Distribution Policy". The said policy is available on the Companys website URL: https://www.beekaysteel.com/wp-content/uploads/ 2021/08/DividendDistributionPolicy.pdf

Expansion Move

The manufacturing unit named MIL (Maheshwary Ispat Limited) located at Rampai, Khuntuni, Athgarh, Cuttack, Odisha acquired by the Company during previous year through public auction carried out by State Bank of India (SBI), Stressed Assets Management Branch, Kolkata under SARFESI Act is under renovation and operation in the manufacturing unit shall be started soon.

Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 (6) of the Companies Act, 2013, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments thereof) read with circulars and notifications issued there under, all the shares in respect of which dividend has not been paid or claimed for 7 consecutive years or more shall be transferred by the Company in the name of Investor Education and Protection Fund (IEPF).

The unpaid and unclaimed dividend amount 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.

In accordance with the aforesaid provisions, the Company is to transfer equity shares to Investor Education Protection Fund (IEPF) as per the Companies Act,2013, those who have not claimed dividend for a period of 7 years with effect from the F.Y. 2015-16, as per the IEPF Rules notified by the Central Govt. from time to time.

Any shareholder whose shares are transferred to IEPF can claim the shares, as per the IEPF rules made there under, by making an online application in Form IEPF-5 (available on www.iepf.gov.in) along with the fees prescribed to the IEPF authority with a copy to the Company.

Reminders had been sent to the Shareholders who have not claimed their dividends and whose shares are due to be transferred to IEPF in accordance with provisions of Companies Act, 2013 and IEPF Rules made there under.

Share Capital

The paid up equity share capital as on March 31, 2023 stood at Rs 19,09,09,270/- ( including Rs. 1,88,750/- stands in respect of forfeited shares ) comprising of 1,90,72,052 shares of Rs. 10/- each fully paid shares.

Your Company has not issued any kind of shares & securities during the financial year 2022-23.

Finance

Cash and cash equivalents as at March 31, 2023 stands Rs. 106.67 Lakhs (Previous year Rs. 407.09 Lakhs). 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.

Deposits

Your Company has not accepted any deposits during the year, no deposits remained unpaid or unclaimed as at the end of the year and there was no default in repayment of deposits or payment of interest thereon during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014

Transfer to Reserve

The Company has decided to retain the entire amount of profit for financial year 2022-23 in the statement of profit and loss account.

The closing balance of the retained earnings of the Company for FY 2022-23, after all appropriation and adjustments was Rs. 703.83 crores.

Particulars of Loans, Guarantees or Investments

The Company has not given any loans or guarantees during the year. The Company has made investment about Rs. 16.50 Crores in Optionally Convertible Debentures of its WOS (wholly Owned Subsidiary) during the year under review. The overall limit is within the powers of the Board as applicable to the Company in terms of the applicable provisions of the Companies Act, 2013.

The particulars of loans, guarantees and investments have been disclosed in the notes of the Financial Statements for the year ended 31^st March, 2023 and form a part of this Annual Report.

Internal Financial Controls

The Company has in place an adequate and robust system for internal financial controls commensurate with the size and nature of its business. Internal control systems are integral to the Companys corporate governance policy and no reportable material weakness was observed in operations.

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 as an enhanced control consciousness.

The Audit Committee of the Company evaluated the adequacy of internal financial control. During the year such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed. The Statutory Auditors of the Company conducted audit on the Companys internal financial control over financial reporting and the report of the same is annexed with Auditors Report.

Corporate Social Responsibilities (CSR)

Your Company has focused on several corporate social responsibility programs since a long period of time and continues its endeavor to improve the lives of people and provide opportunities for their development through its different initiatives in the areas of Rural Transformation, Health care, Education, Sports etc. Your Company is also supporting assistance and relief to the needy in this Covid-19 pandemic. Vaccination drive has been initiated by the Company for the employees, relatives, near and dear ones.

The Company has a Corporate Social Responsibility Committee comprising of three directors, the details of which are mentioned in the corporate governance Report which form part of this Report.

During the financial year 2022-2023, the Companys total CSR obligation amounted to Rs. 2,70,90,063. However, the actual CSR expenditure incurred by the Company during this period was Rs. 1,41,36,063, which includes administrative expenses of Rs. 2,75,052. The Company has identified on-going projects for the purpose of utilising the unspent CSR amount of Rs 1,29,54,000. Hence, the Company transferred the remaining unspent amount of Rs. 1,29,54,000 to the Unspent CSR account opened with Scheduled Bank to be spent for on - going projects earmarked by the Company.

In compliance with section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the disclosures with respect to CSR Committee and expenditure made by the Company forms part of this Report and marked as "Annexure "A". The Committee met 4 (four) times during the year to discharge its responsibilities. The CSR Policy may be accessed on the Companys website at the web link: https:// www.beekaysteel.com/wp-content/uploads/2021/10/CSR- POLICY-BEEKAY-STEEL.pdf

Number of Meetings of the Board

The Board of Directors met 4 (Four) times during the year and the maximum interval between two meetings did not exceed 120 days. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The details of the number of meetings of the Board of Directors including meetings of the Committees of the Board ( Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, CSR Committee, Risk Management Committee & Management Functional Committee and Share Transfer Committee ) held during the financial year 2022-23 also form part of the Corporate Governance Report.

Directors Responsibility Statement

As required by Sections 134(3) (c) & 134 (5) of the Companies Act, 2013 your Directors state that:

(a) In the preparation of the annual accounts for the year ended 31^st March, 2023, 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 2022-23 and of the profit for the year ended 31^st March, 2023;

(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 safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts for the year ended 31^st March, 2023, 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

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 Securities and Exchange Board of India ( Listing Obligations & Disclosure Requirements) Regulations, 2015 hereinafter (SEBI LODR Regulation). Mr. Bhal Chandra Khaitan, Mr. Ravishankar Sridharan, Mr. Srikumar Banerjee, Mrs. Shyanthi Dasgupta, Mr. Bharat Kumar Nadhani and Mr. Pranab Kumar Chakrabarty are Independent Directors on the Board of the Company.

Companys Policy on Directors Appointment and Remuneration

Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 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/ sitting fees 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 hereunder:

- 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 other areas as may be considered relevant or desirable to conduct the Companys 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 Companys 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 Companys stakeholders in arriving at decisions, rather than 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 managements 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 Companys business and achieves its objectives.

The Companys policy on appointment and remuneration of directors are available on the website of the Company at www. beekavsteel.com

Credit Rating

There were no changes in the credit ratings of the Company. During the year under review, the long term credit rating of the Company is affirmed/assigned as "IND A" with "Stable " outlook by India Rating and Research (Ind -Ra), a wing of international rating agency FITCH Group.

Related Party Transactions

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, prior approval of the Audit Committee is obtained for each transaction as proposed to be entered into by the Company with its related parties. A prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are at arms length basis, foreseen and repetitive in nature. The transactions which are not on arms length are simultaneously approved by Audit Committee and Board. All the related party transactions are reviewed by Audit Committee on quarterly basis. The necessary disclosures regarding the transactions are given in the notes to accounts.

There was no materially significant related party transactions with the Companys Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 which may have potential conflict of interest with the Company at large and no disclosure in Form AOC-2 is required to be given.

The Company has also formulated a policy on dealing with the related party transactions and necessary approval of the Audit Committee and Board of Directors were taken wherever required in accordance with the aforesaid policy.The policy on related party transactions as approved by the Board is available on the Companys website at www.beekaysteel.com.

Pursuant to Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, disclosure of transactions of the Company with its Promoters and Promoter Group, holding more than 10% (Ten percent) of Equity Shares in the Company are provided herein below: -

Name of Person/Entity in the Promoter Group	Nature of Transaction	(Rs. in Lakhs)
Suresh Chand Bansal	Managerial remuneration	407.00
Radice Steels & Alloys Limited (Amalgamated with Transferee Company - Century Vision Pvt. Ltd.)	NIL	NIL

Risk management

Considering the multitude of risks faced by listed entities, risk management has emerged as a very important function of the Board of Directors. The Covid-19 pandemic has also reinforced the need for a robust risk management framework for a Company. In view of the above facts, SEBI, pursuant to the amended provisions of Regulation 21 of the SEBI (LODR) Regulations, 2015, has made it mandatory for top 1000 listed Companies, based on market capitalization, to form / constitute a "Risk Management Committee" ("the RMC") and the said RMC has to formulate "Risk Management Policy" of the Company. Although the Company is not falling under top 1000 listed Companies during the year under review but the Company suo-moto adopts the risk management policy through its committee to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The Policy also defines the risk management approach across the enterprise at various levels. Risk Management forms an integral part of the Companys planning process. The constitution details, roles and functions of the RMC are highlighted in the Corporate Governance Report. The Companys policy on Risk Management are available on the website of the Company at the weblink:https:// www.beekaysteel.com/wp-content/uploads/2021/08/Risk Management Policy -Beekay Steel.pdf

Board evaluation & criteria for evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, 2015, 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 evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, compliance with code of conduct, vision and strategy, which is in compliance with applicable laws, regulations and guidelines.

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.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. Details of the same are given in the Report on Corporate Governance annexed hereto. Details of the same are given in the Report on Corporate Governance annexed hereto.

Directors and Key Managerial Personnel

(i) Directors - Retirement by Rotation:

In accordance with the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vikas Bansal, (DIN : 00103065), & Mr. Gautam Bansal, (DIN : 00102957), Directors of the Company would retire by rotation from the Board and being eligible, offers themselves for re- appointment. The above appointments are subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.

The Disclosures as required for re-appointed Directors are disclosed in the Notice

(ii) Appointment/ Re-appointment of Directors/ Executive Directors:

DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP)

Cessation

During the year under review, Mr. Anil Kumar Saboo (DIN: 00621325), Non-Executive Independent Director of the Company expired on December19, 2022.

While his passing away has left a huge void among us, he leaves behind an unparalleled foundation for all of us to build upon. The Board places on record its whole-hearted appreciation of the invaluable contribution made by him in the Company.

Re-appointment

The present terms of appointment of Mr. Suresh Chand Bansal as Executive Chairman and Mr. Vikas Bansal as Executive Director are expiring on 30^th September 2023. Based on the recommendation of the Nomination & Remuneration Committee (NRC) and pursuant to the performance evaluation and their extensive involvement in the business and affairs of the Company, the Board of Directors at its meeting held on 11^th August, 2023 has re-appointed Mr. Suresh Chand Bansal as Executive Chairman for a period of 5 (Five) years and Mr. Vikas Bansal as Executive Director for a period of 5 (Five) years with effect from 1^st October 2023 pursuant to the provisions of Sections 196, 197 and 198 read with Schedule V and all other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force) subject to the approval of members by special resolution in the ensuing Annual General Meeting ("AGM") of the Company.

The present terms of appointment of Mr. Manav Bansal as Wholetime Director is expiring on 31^st March, 2024. Based on the recommendation of the Nomination & Remuneration Committee (NRC) and pursuant to the performance evaluation and extensive involvement in the business and affairs of the Company, the Board of Directors at its meeting held on 11^th August, 2023 has re-appointed Mr. Manav Bansal as Wholetime Director for a period of 5 (Five) years and with effect from 1^st October 2023 pursuant to the provisions of Sections 196, 197 and 198 read with Schedule V and all other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force) subject to the approval of members by special resolution in the ensuing Annual General Meeting ("AGM") of the Company.

Pursuant to the provisions of sections 149, 152 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Director) Rules, 2014 Mr. Pranab Kumar Chakrabarty (DIN: 07924042) has been recommended by the NRC and then appointed as an Additional Director (Independent) by the Board of Directors at their meeting held on 13^th February, 2023. The Board recommended his appointment as Independent Director subject to the approval by the Members of the Company at the ensuing AGM to fill the casual vacancy caused in the Board by the demise of Mr. Anil Kumar Saboo.

The profile and particulars of experience, attributes and skills of the appointed/re-appointed Directors are disclosed in the Notice.

(iii) Wholetime Key Managerial Personnel (KMP):

During the year under review, there has been no change in the Key Managerial Personnel of the Company. Pursuant to the provisions of Section 203 of the Companies Act, 2013 Mr. Mukesh Chand Bansal, Executive Director, Mr. Manav Bansal, Wholetime Director & CFO, and Mr. Rabindra Kumar Sahoo, Company Secretary and Compliance Officer are continuing to be the Key Managerial Personnel of the Company.

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made there under. The Directors have also made necessary disclosures to the extent as required under the provisions of section 184(1) as applicable.

Details of significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and companys operations in future

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

Changes in the nature of business, if any

There has been no change in the nature of business of the Company.

Vigil Mechanism/ Whistle Blower Policy

In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of amended SEBI LODR Regulation, the Company has framed a Vigil Mechanism Whistle Blower Policy to deal with unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy, if any. The Vigil Mechanism/Whistle Blower Policy has also been uploaded on the website of the Company.

Commitment towards highest moral and ethical standards in the conduct of business is of utmost importance to the Company. The Audit committee oversees the vigil mechanism and the persons who avail the mechanism are encouraged to escalate to the level of the Audit Committee for any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. This policy also allows the direct access to the Chairperson of the Audit Committee and makes protective disclosures about the unethical behavior, actual or suspected fraud or violation.

Details relating to Remuneration of Directors, Key Managerial 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- B" which is annexed hereto and forms part of the Directors Report.

Particulars of Employees

There is no such employee in the Company, the information of which is required to be furnished under the provisions 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 sent to the members of the Company.

Companys Website

The website of your Company, www.beekavsteel.com. has been designed to present the Companys businesses up-front on the home page. The site carries a comprehensive database of information including the Financial Results of your Company, Shareholding pattern, Directors & Corporate Profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per the SEBI LODR Regulations, 2015 (erstwhile Listing Agreement) has been uploaded.

Performance & Financial Position of Associate and Wholly Owned Subsidiary

AKC Steel Industries Ltd. is a listed Company dealing in manufacturing and trading of steel and has reported total revenue of Rs.6.57 Crores ( Previous Year Rs. 7.97 Crores) and has earned a profit of Rs. 222.68 Lakhs (Pre. Yr. earned a profit of Rs.361.94 Lakhs) during the year under review.

Beekay Utkal Steel Private Limited is a wholly owned subsidiary Company incorporated on 31^st December 2019 with the intention to set up a rolling mill in Kalinga Nagar, Jajpur district in the state of Odisha. The subsidiary company has acquired adequate land to set up green field project and in the process to get several permissions and privileges to start up new undertaking under the New Industrial policy of Govt. of Odisha. Your Company has invested in Optionally Convertible Debentures of the wholly- owned subsidiary amounting Rs.16.50 Crores during the year under review.

Auditors and Auditors Report Statutory Auditors:

The present Statutory Auditors, M/s. Rustagi & Associates, Chartered Accountants shall hold office for a period of Five years from the financial year 2022-23. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

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 does not contain any qualification, reservation, adverse remark or disclaimer.

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 has re-appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary to conduct Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended 31^st March, 2023 is annexed herewith and marked as "Annexure -C" The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI Listing Regulation and recent amendment on the same thereto, Every Listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex a secretarial Compliance Report given by a company secretary in practice, in such form as specified, with the annual report of the listed entity.

The Company during the year under review does not have any material unlisted subsidiary and herewith attached as "Annexure -D". The Secretarial Compliance Report issued by Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (FCS 3811) for the year ended on 31^st March, 2023.

The certificate for non-disqualification of directors issued by Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (FCS 3811) for the year ended 31^st March, 2023 attached herewith as " Annexure- E"

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013, in terms of the Central Governments approval, the Board of Directors on the recommendation of the Audit Committee has re-appointed M/s. Somnath Roy & Associates, Cost Accountants, as the Cost Auditor of the Company for the year 2023-24.

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

The Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period and the Cost Audit Report for the financial year 2021-22 has already been filed with MCA.

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained.

Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

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 SEBI LODR Regulations, 2015 and amendments thereto regarding Corporate Governance. The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). 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.

Management Discussion and Analysis Report

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report and forms an integral part of this report.

Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI(Listing Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion & Analysis Report with detailed review of the operations, state of affairs, performance and outlook of the Company is annexed to the report and forms an integral part of this report.

Business Responsibility Report

The Business Responsibility Report (BRR) as required in terms of the Regulation 34 (2)(f) of SEBI (LODR) Regulations, 2015 describing the initiatives taken from an environmental, social and governance perspective in the reporting period is annexed to the Boards report and forms an integral part of this report.

Stock Exchange Listing

The Equity Shares of your Company are listed on BSE Limited (nation-wide trading terminal). The applicable annual listing fees have been paid to the Stock Exchange till financial year 2023-24.

Code of Conduct

The Code of Conduct for Directors, KMPs and Senior Executives of the Company is already in force and the same has been placed on the Companys website: www.beekavsteel.com.

Code of Conduct for Prevention of Insider Trading

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 your Company has adopted the Code of Conduct for Prevention of Insider Trading and the same is also placed on the Companys website: www.beekaysteel.com

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 Rule 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 F" annexed hereto and forms a part of this report.

Consolidated Financial Statements

The Audited Consolidated Financial Statements of your Company for the Financial Year 2022-23 is prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounting Standards as laid down by the Institute of Chartered Accountants of India and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of this Annual Report.

Further a statement containing the salient features of the financial statement of the Associate Company & Wholly Owned Subsidiary Company in the prescribed format, Form AOC-1 and forms part of this Annual Report and is annexed hereto and marked as "Annexure-G".

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information will be available on our website. The Company will also make available copy on specific request by any member of the Company, interested in obtaining the same.

Disclosures as per applicable act and SEBI LODR regulation

i) Composition of Audit Committee:

The Board has constituted the Audit Committee under the Chairmanship of Mr. Pranab Kumar Chakrabarty in place of Mr. Anil Kumar Saboo who has expired on 19^th December, 2022. Complete details of the said Committee are given in the Corporate Governance Report, attached as Annexure to this Boards Report.

ii) Recommendation by Audit Committee:

There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during the financial year under review.

iii) Composition of Nomination & Remuneration Committee

The Board has constituted the Nomination & Remuneration Committee under the Chairmanship of Mr. Bharat Kumar Nadhani. Complete details of the said Committee are given in the Corporate Governance Report, attached as Annexure to this Boards Report.

iv) Composition of Stakeholders Relationship Committee

The Board has constituted the Stakeholders Relationship Committee under the Chairmanship of Mr. Bharat Kumar Nadhani. Complete details of the said Committee are given in the Corporate Governance Report, attached as Annexure to this Boards Report.

v) Composition of Corporate Social Responsibility Committee

The Board has constituted the Corporate Social Responsibility Committee under the Chairmanship of Mr. Suresh Chand Bansal, Executive Chairman of the Company. Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Boards Report.

vi) Risk Management Committee

Pursuant to the amended provisions of Regulation 21 of the SEBI (LODR) Regulations, 2015, the Board has constituted the Risk Management Committee under the Chairmanship of Mr. Vikas Bansal, Executive Director of the Company. Considering the multitude of risks faced by listed entities, risk management has emerged as a very important function of the Board of Directors. The Covid-19 pandemic has also reinforced the need for a robust risk management framework for a Company. The said RMC has identified "Risk Management Policy" to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The Policy also defines the risk management approach across the enterprise at various levels. Risk Management forms an integral part of the Companys planning process. The constitution details, roles and functions of the RMC are highlighted in the Corporate Governance Report. The Companys policy on Risk Management are available on the website of the Company at the following weblink: https://www.beekaysteel.com/ wp-content/uploads/2021/08/Risk Management Policy-BeekaySteel.pdf

vii) Other Functional Committees

The Complete details of the composition of other functional committee are given in the Corporate Governance Report, attached as Annexure to this Boards Report

viii) Material changes and commitments, if any, affecting the financial position between the end of the financial year and date of the report

There is no such material changes affected the financial position between the end of the financial year and date of the report.

ix) Risk Analysis

The Company has well defined risk management framework in place comprising of regular audits and checks for identifying, assessing, mitigating, monitoring and reporting of risks associated with the businesses of the Company. Major risks as identified are systematically addressed by the concerned process owners through risk mitigation actions on a continuing basis.

x) Extracts of Annual Return

Pursuant to Section 92 of the Companies Act, 2013 and amendments thereof and in compliance of the Companies (Amendment) Act, 2017, effective August 28, 2020, the draft Annual Return for the financial year 2021-22 is placed on the website of the Company at the following weblink: https:// www.beekavsteel.com/investors-zone/annual-return/

xi) Subsidiaries, Associates or Joint Ventures:

Your Company has Wholly Owned Subsidiary Company namely M/S. Beekay Utkal Steel Pvt. Ltd. and one Associate Company, i.e. M/S. AKC Steel Industries Ltd. and does not have any joint ventures, during the year under review.

xii) 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.

There has been no change in the policy since last fiscal. The remuneration/ sitting fees paid to the Directors are as per the terms laid out in the Nomination and Remuneration Policy of the Company. The detailed Nomination & Remuneration Policy of the Company is placed on the Companys website and can be viewed at www.beekaysteel.com

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH

Act") and Rules made thereunder. Internal Complaints Committee (ICC) has been set up to redress and resolve complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no complaints with allegations of sexual harassment were filed.

Industrial relations

The industrial relation during the year 2022-23 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staffs and Workers towards the progress of the Company.

Appreciation

The Board of 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 , Jharkhand and Odisha; the financial institutions, banks as well as the shareholders during the year under review. The Directors also wish to place on record their deep sense of appreciation of the devoted and dedicated services rendered by all employees of the Company.

For and On behalf of the Board of Directors
For Beekay Steels Industries Ltd.
	Sd/-
	Suresh Chand Bansal
	Executive Chairman
	(DIN:00103134)
Registered Office:
Lansdowne Towers	Sd/-
4th Floor, 2/1A, Sarat Bose Road	Mukesh Chand Bansal
Kolkata - 700 020	Executive Director
Date: 11th August, 2023	(DIN:00103098)