Visa Steel Ltd Directors Report.

Dear Shareholders,

Your Directors are pleased to present this 24th Annual Report and the Audited Standalone and Consolidated Financial Statements of Accounts of the Company for the financial year ended 31 March 2020.

FINANCIAL RESULTS

( Rs. in Million)
Standalone Consolidated
Particulars
2019-20 2018-19 2019-20 2018-19
Revenue from Operations 3,478.79 8,053.11 6,833.44 14,142.68
Other Income 397.22 153.19 116.14 159.76
Total Income 3,876.01 8,206.30 6,949.58 14,302.44
Profit before interest, depreciation, tax & exceptional item (197.25) (74.99) (383.05) (95.74)
Finance Cost 168.06 131.23 195.42 186.64
Depreciation 483.15 455.40 1,340.55 1,333.96
Profit / (Loss) before Exceptional & Extraordinary Items and Taxation (848.46) (661.62) (1,919.02) (1,616.34)
Exceptional & Extraordinary Items - - - -
Profit /(Loss) before Tax (848.46) (661.62) (1,919.02) (1,616.34)
Tax Expenses - - - -
Profit / (Loss) after Tax (848.46) (661.62) (1,919.02) (1,616.34)
Other Comprehensive Income (5.65) (1.18) (6.45) (1.18)
Total Comprehensive Income for the period (854.11) (662.80) (1,925.47) (1,617.52)

OPERATIONS

The standalone Revenue from operations of the Company reduced to Rs. 3,478.79 Million and profit before interest, depreciation, tax and exceptional item was at Rs. (197.25) Million for the FY 2019-20. The consolidated Revenue from operations of the Company reduced to Rs. 6,833.44 Million and profit before interest, depreciation, tax and exceptional item was at Rs. (383.05) Million during the FY 2019-20.

The standalone operations with Ferro Alloy Plant achieved sales quantity of 54,278 MT as compared to 107,501 MT in the previous year. The consolidated operations achieved sales quantity of 167,048 MT Sponge Iron as compared to 262,012 MT in the previous year whereas the Steel operations have been closed since 2017. During the year under review, operational performance of your Company has been adversely affected due to non-availability of working capital for operations and due to high prices of vital raw material which have not moved correspondingly in tandem with the drop in product prices. Your Company has been dependent upon OMC for supply of Chrome Ore and Iron Ore for which prices being fixed through auction have been very high. The Company has been taking support of operational creditors including related parties to continue Plant operations, without which such operation, as a going concern would become impossible and there is a risk of Plant closure and agitation and other law and order problems from workers. The Chrome Ore and Iron price fixing mechanism by OMC is creating challenges on raw material availability at viable prices. Meanwhile, the Government of Odisha has auctioned several Chrome Ore and Iron Ore mining blocks and the outcome of the auction with extremely high bid premiums are likely to impact the availability and price of raw material and consequently the earning capability going forward in view of the changed circumstances. The spread of COVID-19 Pandemic since mid-March 2020 has resulted in an unprecedented crisis and global recession, creating huge uncertainty for business, financial markets and economy. Such uncertainty combined with the liquidity crisis and the disruptive technologies have adversely impacted the automobile and real estate sector thereby affecting demand for Iron & Steel products.

Scheme of Arrangement for Transfer of Special Steel Business Undertaking

The Scheme of Arrangement between your Company and VISA Special Steel Limited (VSSL) and their respective shareholders and creditors has been sanctioned by the Honble National Company Law Tribunal, Cuttack Bench vide an Order dated 8 July 2019 and the Certified Copy of the order has been filed with Registrar of Companies on 13 July 2019. Consequently, the Special Steel Business Undertaking (including Blast Furnace, Sponge Iron Plant, Steel Melting Shop and Rolling Mill) including all its assets and liabilities stand transferred to and vested in VSSL effective from the appointed date of 1 April 2013. However, the Honble Supreme Court vide its ex-parte order dated 17 January 2020 in Civil Appeal (Civil) No 56 of 2020 (State Bank of India vs VISA Steel Ltd & Anr) has directed issuance of notice and in the meantime stayed the aforesaid NCLT Order. Since the NCLT Order had been given effect to and stood implemented by the Company prior to 17 January 2020, the Company is dealing with the aforesaid Civil Appeal before the Honble Supreme Court in consultation with its Advocates.

Debt Resolution

Your Company has been under financial stress since 2011-12 due to various external factors beyond the control of the Company and its management. Despite the Debt Restructuring as per CDR LoA dated 27 September 2012 and 31 December 2014, the lenders have not disbursed sanctioned facilities for operations including for setting up of Sinter Plant, and have adjusted the same towards interest, resulting in complete depletion of working capital and it now appears that the whole exercise of purported restructuring was mere ever greening of debt without even considering its adverse effect on Plant operations and financial performance of your Company. State Bank of India (SBI) had filed an application before National Company Law Tribunal for initiating Corporate Insolvency Resolution Process under Insolvency and Bankruptcy Code, which stands dismissed and the matter is sub judice before National Company Law Appellate Tribunal. It is expected that the overall financial health of the Company would improve after debt resolution and improvement in availability of working capital for which the Company plan to raise funds by inducting Investor. Your Company has been requesting lenders to implement a Resolution as per RBI Guidelines. Several Banks including Vijaya Bank (since merged with Bank of Baroda), SIDBI, Bank of Baroda, Dena Bank (since merged with Bank of Baroda), Indian Overseas Bank, Central Bank of India, UCO Bank and State Bank of Travancore (since merged with State Bank of India) have already implemented Resolution through sale of debt to ARCs. Other Banks are also in various stages of implementing Resolution through sale of debt to ARCs.

Future Outlook

Ferro Chrome is used to produce Stainless Steel and in view of some of the Government initiatives including Atma Nirbhar Bharat Abhiyan with focus on reforms to revive the economy, the Indian Stainless Steel Sector is expected to grow in future and the demand for Ferro Chrome is expected to continue to grow consistently. Your Company is committed to its vision to create long term stakeholder value through value addition of natural resources. The Company is focused on implementing Debt Resolution as per RBI guidelines and is making efforts for raising funds for working capital, ensuring fair price of vital raw materials, reducing cost and improving operational efficiency.

DIVIDEND

In view of the losses incurred by the Company, your Directors have not recommended any dividend for the FY ended 31 March 2020.

TRANSFER TO RESERVES

No amount has been transferred to the General Reserve for the FY ended 31 March 2020.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Dividend

During the year under review, no amount was due to be transferred in the Unpaid/ Unclaimed Dividend Account FY 2011-12 to the Investor Education and Protection Fund. Mr. Sudhir Kumar Banthiya, Company Secretary of the Company continues to be the Nodal Officer (IEPF) of the Company.

SHARE CAPITAL

Your Companys paid up Equity Share Capital is Rs. 1,157,895,000 (Rupees One Hundred Fifteen Crore Seventy Eight Lac Ninety Five Thousand only) comprising of 115,789,500 Equity Shares of Rs. 10/- each. There has been no change in the Capital Structure of the Company, during the financial year under review.

SUBSIDIARIES

As on 31 March 2020, the Company has four subsidiaries (including two step down subsidiaries) namely, Kalinganagar Special Steel Private Limited, Kalinganagar Chrome Private Limited, VISA Ferro Chrome Limited and VISA Special Steel Limited:

(i) Kalinganagar Special Steel Private Limited (KSSPL), a wholly owned subsidiary, was incorporated on 27 May 2013.

(ii) Kalinganagar Chrome Private Limited (KCPL), a wholly owned subsidiary, was incorporated on 1 July 2013.

(iii) VISA Ferro Chrome Limited (VFCL), a step down subsidiary was incorporated on 26 July 2013. VFCL is a wholly owned subsidiary of KSSPL.

(iv) VISA Special Steel Limited (VSSL), a step down subsidiary incorporated on 27 July 2012 and is a wholly owned subsidiary of VFCL.

Your Company has received approval to transfer the investment held in Kalinganagar Chrome Private Limited (a subsidiary of your Company) to Kalinganagar Special Steel Private Limited (another subsidiary of your Company). Your Company has also received approval to issue new Equity Shares in Kalinganagar Special Steel Private Limited to induct an investor.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement presented by your Company includes financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. A statement containing the salient features of the financial statement of your Companys subsidiaries in the prescribed form AOC-1 pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed separately to the financial statements.

The Annual Accounts of the Subsidiary Companies will be made available to the shareholders of the aforesaid subsidiaries and your Company as and when they demand and will also be kept for inspection by any investor at the registered office of your Company and these subsidiaries. The financial statements of your Company and its subsidiaries are also available on the website of your Company.

In terms of SEBI (Listing Obligation and Disclosure Requirements), 2015, Consolidated Financial Statement, confirming to Indian Accounting Standard 110 issued by the Institute of Chartered Accountants of India, is attached as part of the Annual Report.

The highlights of performance of subsidiaries as on 31 March 2020 and their contribution to the overall performance of your Company during the period under review are tabulated below:

( Rs. in Million)
Name of the Subsidiary Total Income Total Comprehensive Income Profit / Loss considered in Consolidation Net worth Attributable
Kalinganagar Special Steel Private Limited 3,517.52 (1,071.40) (1,071.40) (11,829.83)
Kalinganagar Chrome Private Limited - (0.03) (0.03) 0.48

EXTENSION OF DATE FOR HOLDING ANNUAL GENERAL MEETING OF THE COMPANY

In accordance with provisions of Section 96 read with Section 129 of the Companies Act, 2013, the Annual General Meeting (AGM) of the Company for the FY ended 31 March 2020, was due to be held on or before 30 September 2020. The Company approached the Registrar of Companies, Cuttack to extend time by three months for holding the Annual General Meeting due to the impact of Covid-19 pandemic world over as holding the Annual General Meeting within due date would be very difficult. Necessary approval to hold the Annual General Meeting for the FY 2019-20 up to 31 December 2020 was granted by the Registrar of Companies, Cuttack.

BOARD MEETINGS

The Board met 5 times during the year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time.

Further, the Independent Directors at their separate meeting, reviewed the performance of the Board, Chairman of the Board and of Non-Independent Directors, as required under the Act and the Listing Agreement.

The Independent Directors at their separate meeting also assessed the quality, quantity and timelines of flow of information between your Company Management and the Board of Directors of your Company.

COMMITTEES OF THE BOARD

As a matter of good corporate governance and to ensure better accountability and to deal with specific areas/concerns that need a closer view, various board level Committees have been constituted in terms of the provisions of the Act and the Listing Regulations under formal approval of the Board. There exists an Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Finance & Banking Committee of Directors of the Board.

The details of the composition, brief terms of reference, meetings held during the financial year 2019-20, attendance of the Board of Directors/ Members etc., of the said Board Meeting/ Committees are given in the Report on Corporate Governance annexed hereto are forming part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

The Board comprises of an optimum mix of Executive and Non-Executive Directors including Independent Directors.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms with the Articles of Association of your Company, Mr. Vishal Agarwal, Vice Chairman & Managing Director (DIN: 00121539), retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his reappointment, to the members for their approval.

Mr. Pratip Chaudhuri (DIN 00915201), Mr. Dhanesh Ranjan (DIN 03047512), Ms. Rupanjana De (DIN 01560140) and Mr. Sheo Raj Rai (DIN 07902184) have given declarations confirming that they meet the criteria of independence as prescribed both under sub- section (6) of section 149 of the Companies Act, 2013 and under Regulation 17 of the Listing Regulations.

Subsequent to the end of the year under review, Mr. Sheo Raj Rai, (DIN 07902184) Independent Director whose first term as an Independent Director expired on 7 August 2020 was reappointed as an Independent Director on the Board of the company for a second term of 3 (three) years with effect from 8 August 2020 to 7 August 2023.

Ms. Rupanjana De (DIN 01560140), Independent Director whose first term as an Independent Director expired on 25 August 2020 was reappointed as an Independent Director on the Board of the company for a second term of 3 (three) years with effect from 26 August 2020 to 25 August 2023.

Key Managerial Personnel

Mr. Vishambhar Saran is responsible for Chief Executive functions of your Company in addition to being the Whole time Director designated as the Chairman, Mr. Vishal Agarwal acts as Deputy Chief Executive Officer in addition to being the Vice Chairman & Managing Director and Mr. Manoj Kumar, acts as Chief Operating Officer in addition to being the Whole time Director designated as Director (Kalinganagar).

Mr. Ranjan Kumar Jindal ceased to be the Chief Financial Officer of your Company w.e.f 31 December 2019 and Mr. Surinder Kumar Singhal was appointed as the Chief Financial Officer of your Company w.e.f 30 June 2020.

Mr. Sudhir Kumar Banthiya continues to be the Company Secretary and Compliance Officer of your Company.

BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the Board Committees, in due compliance with the provisions of the Companies Act, 2013 and the Listing Regulations. The performance evaluation of the Independent Directors was carried out by the entire Board and performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

The Board evaluation was carried out in accordance with the criteria laid down in the Nomination and Remuneration policy of the Company.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards have been duly followed by the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability confirm:

(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 as at 31 March 2020 and of the loss of the Company for that period;

(c) that proper and sufficient care 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) that the annual accounts had been prepared on a going concern basis;

(e) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDIT COMMITTEE

The Audit Committee comprises of 3 (three) Non-Executive Independent Directors. As on date, Ms. Rupanjana De, Independent Director is the Chairperson of the Audit Committee. The members of the Committee possess adequate knowledge of Accounts, Audit and Finance, among others. The composition of the Audit Committee meet the requirements as per Section 177 of the Companies Act, 2013 and as is detailed in the Corporate Governance Report forming part of this Annual Report.

All recommendations made by the Audit Committee during the FY 2019-20 were accepted by the Board of Directors of the Company.

CEO / CFO CERTIFICATION

As required under SEBI (Listing Obligation and Disclosure Requirements), 2015, Mr. Vishal Agarwal, Vice Chairman & Managing Director and Mr. Surinder Kumar Singhal, Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements for the year ended 31 March 2020, which is annexed to this Report.

AUDITORS

Statutory Auditors and Auditors Report

The members of the Company had, at the 21st Annual General Meeting of the members of the Company held on 14 December 2017, approved the appointment of M/s. Singhi & Co., Chartered Accountants (FRN 302049E) as Statutory Auditors of the Company to hold office from the conclusion of that Annual General Meeting till the conclusion of 26th Annual General Meeting.

The para-wise management response to the qualifications / observations made in the Independent Auditors Report is stated as under:

1. Attention is drawn to Para 2 of the Independent Auditors Report regarding Basis of Qualified Opinion. The clarification of the same is provided in Note No. 16D of the Accounts of the Standalone Accounts.

2. Attention is drawn to Para 5 of the Independent Auditors Report regarding Emphasis of Matter related to Scheme of Arrangement. The clarification of the same is provided in Note No. 36 of the Accounts of the Standalone Accounts.

3. Attention is drawn to Para 4 of the Independent Auditors Report regarding Matter related to material uncertainty relating to Going Concern. The clarification of the same is provided in Note No. 37 of the Accounts of the Standalone Accounts.

4. Attention is drawn to Para viii of Annexure A to the Independent Auditors Report. The clarification of the same is provided in Note No. 16D of the Accounts of the Standalone Accounts.

5. The Auditors observation in para 8 of the Annexure B to the Auditors report regarding material weakness has been addressed in Note No. 16D of the Standalone Accounts.

Internal Auditors

In terms of the provisions of Section 138 of the Act, M/s. L B Jha & Co., an Independent Chartered Accountants were appointed as Internal Auditors of the Company for FY 2020-21. The Audit Committee in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, interalia, reviews the Internal Audit Report.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. MKB & Associates, Company Secretaries, as its

Secretarial Auditor to undertake the Secretarial Audit for FY 2019-20. The report of the Secretarial Auditor in specified form MR-3 is annexed herewith as Annexure I and forms part of this report. The report does not contain/contains any observation or qualification or adverse remarks.

The Board has re-appointed M/s. MKB & Associates, Company Secretaries, as Secretarial Auditor of the Company for the financial year 2020-21.

Cost Auditors

As per Section 148 of the Companies Act, 2013, the Board of Directors has appointed, M/s. DGM & Associates, (Registration No.00038), Cost Accountants, Kolkata as Cost Auditors of the Company, to carry out the cost audit of the products manufactured by the Company for the FY ending 31 March 2021. The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are made and maintained. The filings as prescribed under the provisions of Companies Act, 2013 were done within the due time.

Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolutions seeking ratification to the remuneration of the said Cost Auditors are appearing in the Notice convening the 24th Annual General Meeting of the Company.

No frauds have been reported during the financial year under review by the Auditors of the Company.

RISK MANAGEMENT

The speed and degree of changes in the global economy and the increasingly complex interplay of factors influencing the business makes Risk Management an inevitable exercise and to cater to the same, your Company has identified major focus areas for risk management to ensure organisational objectives are achieved and has a robust policy along with well-defined and dynamic structure and proactive approach to assess, monitor and mitigate risks associated with the business.

The Company has formulated and implemented a risk management policy in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks. In accordance with the policy, the risk associated with the Companys business is always reviewed by the management team and placed before the Audit Committee. The Audit Committee reviews these risks on periodical basis and ensures that mitigation plans are in place. The Board is briefed about the identified risks and mitigation plans undertaken.

The risks faced by the Company are detailed in Management Discussion and Analysis Report forming part of this Annual Report. In the opinion of the Board, as on date there are no material risks which may threaten the existence of the Company, except as stated in Management Discussion and Analysis Report forming part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

INTERNAL CONTROL SYSTEM

Your Company has adequate system of internal control procedures commensurate with its size and the nature of business. The internal control systems of the Company are monitored and evaluated by the Internal Auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors of the Company.

Your Company manages and monitors the various risks and uncertainties that can have adverse impact on the Companys business. Your Company is giving major thrust in developing and strengthening its internal audit so that risk threat can be mitigated. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee for their inputs and suggestions. The Audit Committee through Internal Auditor regularly reviews the system for cost control, financial controls, accounting controls, etc. to assess the adequacy and effectiveness of the internal control systems. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3) (i) of the Companies Act, 2013 forms part of the Audit Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report, except as disclosed.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during FY 2019-20 were on arms length basis and also in the ordinary course of business. No Related Party Transactions were made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons during FY 2019-20 except those reported.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained on a yearly basis for the transactions which were of foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted were audited by M/s Price Waterhouse and Co LLP, Chartered Accountants (PWC) and a statement giving details of all Related Party Transactions was placed before the Audit Committee for its approval on a quarterly basis. PWC concluded that all Related Party Transactions entered into during FY 2019-20 by your Company were on Arms Length Basis and also in the ordinary course of business, to the Audit Committee of the Board of Directors of your Company. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.visasteel.com. Information on transactions with Related Parties is given in Form AOC-2, Annexure II and the same forms part of this report. None of the Director (s) or KMP (s) has any pecuniary relationships or transactions vis--vis the Company during FY 2019-20 except as disclosed in Notes to Financial Statement forming part of this Annual Report.

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

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure III forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statement.

HUMAN RESOURCES

The Company places significant emphasis on recruitment, training & development of human resources, which assumes utmost significance in achievement of corporate objectives. The Company integrates employee growth with organisational growth in a seamless manner through empowerment and by offering a challenging workplace aimed towards realisation of organisational goals. To this effect, your Company has a training center at its Plant for knowledge-sharing and imparting need based training to its employees. The Company also has in place a Performance Management System in SAP for performance appraisal of the employees. To ensure accommodation, hospitality and other facilities for its employees, the Company has set up a modern guest house with all facilities required at Kalinganagar.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) & 5(3) of the Companies (Particulars of Employees) Rules, 1975, as amended, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules) are set out in Annexure IV to this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining a copy of the statement may write to the Company.

The disclosure pertaining to remuneration of Directors, Key Managerial Personnel and Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Rules are provided in Annexure IVB to this report.

DEPOSITS

The Company has not accepted or renewed any deposits during the year under review.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under the Listing Regulations. A Report on Corporate Governance & Shareholder Information together with the Auditors Certificate thereon is annexed as part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed analysis of the Industry and Company Outlook, Companys operations, project review, risk management, strategic initiatives and financial review & analysis, as stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 is presented under a separate section titled "Management Discussion and Analysis" forming part of the Annual Report.

ANNUAL RETURN

The Extract of Annual Return in Form MGT 9 is attached as Annexure V and shall be available on the website of the Company, i.e. www.visasteel.com .

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The policy provides for adequate safeguards against victimisation of employees and / or Directors and also provides for direct access to the Chairman of the Audit Committee. The Policy is uploaded on the website of the Company at www.visasteel.com.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee comprises of 3 (three) Directors. As on date, Mr. Vishal Agarwal is the Chairman of the CSR Committee.

The Corporate Social Responsibility (CSR) policy recommended by the CSR Committee had been approved by the Board of Directors. During the year, the CSR initiatives undertaken by the Company, although not mandatory under Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules 2014, are detailed in the Annual Report.

The CSR Policy is available on the website of the Company (www.visasteel.com).

Detailed Annexure as per Companies (CSR Policy) Rules, 2014 (as amended from time to time) is attached as Annexure VI.

NOMINATION AND REMUNERATION POLICY

In terms of the requirement of Section 178 of the Companies Act, 2013, on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Nomination and Remuneration Policy (hereinafter referred as "Policy) of the Company. The policy is available on the website of the Company (www.visasteel.com).

The salient features of the policy are as below:

• to lay down criteria for identifying persons who are qualified to become Directors and who may be appointed in Senior Management or as KMP of the Company.

• to lay down the terms and conditions in relation to the appointment of Directors, Senior Management Personnel or KMP and recommend to the Board, the appointment and removal of Directors, Senior Management Personnel or KMP;

• to lay down criteria to carry out evaluation of every Directors performance;

• to formulate criteria for determining qualifications, positive attributes and Independence of a Director;

• to determine the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMP (s), Senior Management Personnel and other Employees to work towards the long term growth and success of the Company;

• to devise a policy on the diversity of the Board;

• to assist the Board with developing a succession plan for the Board.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and 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. The Company has not received any complaint of sexual harassment during the FY 2019-20.

The Company has complied with provisions relating to the constitution of Internal Compliant Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors record their sincere appreciation for the assistance, support and guidance provided by all stakeholders including employees, banks, customers, suppliers, regulatory & government authorities, business associates. The Directors commend the continuing commitment and dedication of all employees at all levels and look forward to their continued support in future. Your Directors value your involvement as shareholders and look forward to your continuing support.