Beekay Steel Industries Ltd Directors Report.
TO THE SHAREHOLDERS
The Board of Directors are pleased to present the Thirty Eighth (38th) 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 31st March, 2019.
|(Rs in Crores)|
|Financial Year 2018-19||Financial Year 2017-18||Financial Year 2018-19||Financial Year 2017-18|
|Profit before interest, depreciation & taxation||182.30||143.50||182.30||143.50|
|Profit before taxation||150.16||110.01||150.16||110.01|
|- Current Tax||51.10||39.40||51.10||39.40|
|- Deferred Tax||0.80||(0.19)||0.80||(0.19)|
|Profit after taxation||98.26||70.80||98.26||70.80|
|Share of Profit/(Loss) from Associates||-||-||0.83||(0.18)|
|Balance brought forward||194.11||125.56||194.59||126.22|
|Profit available for appropriation||292.36||196.36||293.67||196.84|
|Transfer to General Reserve||0|
|Remeasurement of net defined benefit plan(net of tax)||(0.07)||(0.04)||(0.07)||(0.04)|
|Balance carried forward||290.14||194.11||291.45||194.59|
The Standalone Gross Revenue from operations for FY 2019 was Rs 960.37 crores (Previous Year Rs 992.38 crores)
The Operating Profit stood at Rs 182.30 crores as against Rs 143.50 crores in the Previous year
The Net Profit for the year stood at Rs 150.16 crores against Rs 110.01 crores reported in the previous year
EPS of the Company for the year ended 31st March 2019 stood at Rs 51.52 as compared to Rs 37.12 in its previous year.
The Company continues to retain the overall growth in the turnover and the profit of the Company over the previous year driven mainly for increase in volume in TMT Bar segment, increase in volume of structurals, sections for engineering, infrastructure and automotive sectors with a steady growth in volume of job work business with its institutional partners. The Company is strengthening B2C (TMT Bars) segment through spending aggressively on advertisement and brand establishments. The conversion business of the Company, accounts 14%-16% of the revenue, provides stability to revenue and EBIDTA. Besides, efficiency improvement and cost optimization have been followed across all the functions of the organization.
There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.
Your Directors are pleased to recommend a dividend of 20% ( Rs 2/-) per equity share of Rs 10/- each (Previous year Re.1/- ) for the Financial Year ended 31st March, 2019 subject to approval of the shareholders at the ensuing Annual General Meeting. The total outgo on account of dividend will be aggregating to Rs 459.10 Lakhs (including Dividend Distribution Taxes).
Investor Education and Protection Fund (IEPF)
The unpaid and unclaimed dividend lying in the Unpaid Dividend Account becomes due to be transferred to Investor Education & Protection Fund ("IEPF") after a period of 7 (seven) years. Your Directors therefore suggest you to claim the unpaid dividend before the last date.
During FY 2018-19, on 4th December 2018, the Company has transferred unpaid and unclaimed dividend for the year 2010-11 of Rs 2,63,598/- to IEPF in accordance with the provisions of Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments thereof ).
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 thereunder, 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).
In accordance with the aforesaid provisions, the Company is yet to transfer equity shares to Investor Education Protection Fund (IEPF), those who had not claimed dividend for a period of 7 years with effect from the F.Y. 2009-10, as per the IEPF Rules notified by the Central Govt. from time to time. Your Company has also initiates to transfer the equity shares of those shareholders who had not claimed dividend from FY 2010-11 till date of the report.
Any shareholder whose shares are transferred to IEPF can claim the shares, as per the IEPF rules made thereunder, 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 are 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 thereunder.
The paid up equity share capital as on March 31, 2019 stood at Rs 19,09,09,270/- comprising of 19072052 shares of Rs 10/-each fully paid shares and balance of Rs 1,88,750/- is the amount of forfeited shares.
Your Company has not issued any equity shares, equity shares with differential rights, Sweat equity shares, Employees Stock Options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the Companies act 2013, respectively.
Cash and cash equivalents as at March 31, 2019 was Rs 650.35 Lakhs (Previous year Rs 521.05 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.
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 not transferred any amount to the General Reserves out of the profit for the financial year ended 31st March, 2019.
Particulars of Loans, Guarantees or Investments
The Company has neither given any loans or guarantees nor made any investment 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 31st March, 2019 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
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.
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 .
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 as provided under section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is enclosed as "Annexure- B" and the same is placed on the website of the Company at the following link https://www. beekaysteel.com.
Pursuant to Section 134(3) (a) of the Companies Act, 2013 and amendments thereof, the Annual Return for the financial year 2018-19 is placed on the website of the Company at the following link https://www.beekaysteel.com.
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 gap between any two consecutive meetings did not exceed one hundred and twenty days in terms of the Regulation 17(2) of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, Secretarial Standards and the provision of Companies Act, 2013.
The details of the number of meetings of the Board held during the financial year 2018-19 also form part of the Corporate Governance Report.
Directors Responsibility Statement
Pursuant to the Directors Responsibility Statement as referred to in Sections 134(3) (c) & 134 (5) of the Companies Act, 2013 your Directors hereby confirm that :
(a) In the preparation of the annual accounts for the year ended 31st March, 2019, 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 2018-19 and of the profit for the year ended 31st March, 2019;
(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The annual accounts for the year ended 31st March, 2019, have been prepared on a going concern basis.
(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
(f ) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
Declaration by Independent Directors
Mr. Bhal Chandra Khaitan, Mr. Ravishankar Sridharan, Mr. Srikumar Banerjee, Mrs. Shyanthi Dasgupta and Mr. Bharat Kumar Nadhani are Independent Directors on the Board of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter SEBI LODR Regulation).
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.
During the year under review ( 2018-19) , India Rating and Research Private Limited (Ind-Ra), a wing of international rating agency FITCH Group, has upgraded and revised your Companys Long-Term Issuer Rating to "IND A-/Stable" from "IND BBB+" . The Outlook is Stable.
Related Party Transactions
All transactions entered with Related Parties during the financial year were on an arms length basis and were in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further, there are no materially significant related party transactions the Companys Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year under review.
The necessary disclosures regarding the transactions as required in Form AOC-2 are given in the notes to accounts. 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 Policy. The Company has not entered into any specific contract with related parties.
The Company has a robust Risk Management framework to identify, evaluate business risks, and opportunities. This framework seeks to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The framework also defines the risk management approach across the enterprise at various levels. Risk Management forms an integral part of the Companys planning process.
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.
(ii) Appointment / Re-appointment of Directors / Executive Directors:
The present terms of appointment Mrs. Shyanthi Dasgupta (DIN: 07139909), as Independent Woman Director would expire on 30th March, 2020. Based on the recommendation of the Nomination & Remuneration Committee (NRC) and pursuant to the performance evaluation, the Board of Directors at its meeting held on 12th August, 2019 has re-appointed Mrs. Shyanthi Dasgupta as Independent Woman Director 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 subject to the approval of members by special resolution in the ensuing Annual General Meeting of the Company, not liable to retire by rotation, to hold office for a further period of 5 (Five) years being Second Term of her appointment commencing from 31st March, 2020. In accordance to the verification made by the Company and its Nomination Committee, the aforesaid Director is not debarred from holding of official Director pursuant to any SEBI Order.
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. Bharat Kumar Nadhani (DIN: 01842863) has been recommended by the NRC and then appointed as an Additional Director (Independent) by the Board of Directors at their meeting held on 29.04.2019. The Board recommended his appointment as Normal Independent Director by the Members of the Company at the ensuing AGM.
The profile and particulars of experience, attributes and skills of the appointed/re-appointed Directors are disclosed in the Notice convening the AGM to be held on Saturday, September 21, 2019.
(iii) Cessation/Death of Director
Mr. Brijesh Kumar Dalmia had resigned from the office of Independent Director with effective from 29th April, 2019 due to his pre-occupation. Mr. Dalmia was joined the Board as an Independent Director on November 29, 2006. The Board of Directors places on record its appreciation towards Mr. Dalmias contributions during his tenure as an Independent Director of the Company.
Mr. Tapan Kumar Banerjee, Independent Director has suddenly passed away on 30th June, 2019. Mr. Banerjee was in the Board since 31st March, 2015. The Board of Directors places on record its appreciation towards Mr. Banerjees contributions during his tenure as an Independent Director of the Company.
(iv) Wholetime Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 203 of the Companies Act, 2013 Mr. Mukesh Chand Bansal, Managing Director, Mr. Manav Bansal, Wholetime Director & CFO, and Mr. Rabindra Kumar Sahoo, Company Secretary are continuing to be the Key Managerial Personnel of the Company. During the year under review, there has been no change in the Key Managerial Personnel.
None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made thereunder. The Directors have also made necessary disclosures to the extent as required under 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.
Material changes afiecting the Company
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. 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 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 C" 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 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.
The website of your Company, www.beekaysteel.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
A K C Steel Industries Ltd. is an associate Company and is listed with CSE. The Company is dealing in machining job and trading of steel and has reported total revenue of H.6.66 Crores (Previous Year Rs 4.29 Crores) and has earned a profit of H.298.15 Lakhs (Previous Year incurred a Loss of Rs 64.05 Lakhs) during the year under review.
Auditors and Auditors Report
The present Statutory Auditors, M/s. LIHALA & CO., Chartered Accountants, shall hold office for a period of Five years from the financial year 2018-19. With the amendment of Section 139 of the Companies Act, 2013 and Rule 3(7) of The Companies (Audit and Auditors) Rules, 2014 as amended by the Companies (Amendment) Act, 2017 effective from 7th May, 2018, the ratification of the Auditors in each of the Annual general meeting has been done away with and they would not be subject to ratification during continuation of in the office of the Statutory 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.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary to conduct Secretarial Audit of the Company for the Financial Year 2018-19. The Secretarial Audit Report for the Financial Year ended 31st March, 2019 is annexed herewith and marked as "Annexure D". The Report is self-explanatory and do not call for any further comments. The Secretarial Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.
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 appointed M/s. Somnath Roy & Associates, Cost Accountants, as the Cost Auditor of the Company for the year 2019-20 in the place of outgoing Cost Auditors M/s. Musib & Co., Cost Accountants.
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 2017-18 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.
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.
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 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.
Stock Exchange Listing
The Equity Shares of your Company are listed on BSE Limited (nationwide trading terminal). The applicable annual listing fees have been paid to the Stock Exchange till financial year 2019-20.
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.beekaysteel.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 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, are given in the "Annexure E", annexed hereto and forms a part of this report.
Consolidated Financial Statements
The Audited Consolidated Financial Statements of your Company for the Financial Year 2018-19, 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 in the prescribed format, Form AOC-1 and forms part of this Annual Report and is annexed hereto and marked as "Annexure-F".
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. These documents will also be available for inspection during business hours at the Registered office of the Company. The Company will also make available copy on specific request by any member of the Company, interested in obtaining the same.
In accordance to regulation 33 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company opts to submit consolidated financial results only on Annual basis and the same has been intimated to the Stock exchange.
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. Bhal Chandra Khaitan. Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Boards Report.
ii) Post Balance Sheet events:
There is no other material changes in commitments affecting the financial position of the Company occurred since the end of the financial year 2018-19.
iii) Subsidiaries, Associates or Joint Ventures:
Your Company has only one Associate Company, i.e. M/s. AKC Steel Industries Ltd. and does not have any subsidiaries or joint ventures, during the year under review.
iv) Nomination, Remuneration and Evaluation Policy:
The Company on recommendation of its Nomination & Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy, in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and the Listing Agreement with the stock exchanges (as amended from time to time). This Policy is formulated to provide a framework and set standards in relation to the followings:
a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.
b. Remuneration payable to the Directors, KMPs and Senior Management Executives.
c. Evaluation of the performance of the Directors.
d. Criteria for determining qualifications, positive attributes and independence of a Director.
There has been no change in the policy since last fiscal. The remuneration/ sitting fees paid to the Directors is 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 line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Internal Complaints Committee (ICC) has been set up to redress 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.
The industrial relation during the year 2018-19 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.
The Board of Directors sincerely thanks and wishes to place on record its appreciation for the cooperation and assistance received from the Government of India, the State Governments of Andhra Pradesh, Tamil Nadu, West Bengal and Jharkhand; the financial institutions, banks, Auditors and the Employees of the Company for their whole-hearted co-operation and unstinted support. The Board of Directors want to express their deep-felt thanks and best wishes to all the shareholders for the continued support and the trust they have reposed in the Management. The Directors look forward to a better future and further growth of your Company.
|Registered Ofice:||For and on behalf of the Board|
|For Beekay Steel Industries Limited|
|4th Floor, 2/1A, Sarat Bose Road||Suresh Chand Bansal|
|Kolkata 700 020||Executive Chairman|
|Date: 12th August, 2019||(DIN:00103134)|
|Mukesh Chand Bansal|