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ANNUAL REPORT 2014-2015

Bhushan Power & Steel Limited1st Floor, F Block, International Trade Tower,

Nehru Place, New Delhi -110 019T: 91-11-30451000 Fax: 91-11-23712737

Designed and Printed at Thomson Press (I) Ltd. on 01-10-2015.

At Bhushan Power and Steel Limited (BSPL), we are amongst the forerunners of steel manufacturers in India. We have a diverse product mix. Our fully integrated and consolidated manufacturing facilities in Rengali, Odisha span the value chain.

Our continuous ability to innovate enables us to enhance our execution and service delivery. The growing level of dedication and passion to excel gives us the confi dence to meet our desired growth objectives.

The fi nancial year 2014-15 has shown that there was slow but steady recovery in several major economies, mainly U.S and Europe. Though there were signs of this recovery in the short term, there will be challenges in the medium term, as there is overcapacity in China and Europe, which can be corrected with sustained growth in demand in the medium and long term.

During the fi nancial year under review, world-wide annual steel production increased less as compared to the previous year, whereas the World steel demand grew more which is higher than that which was forecast due to stronger than expected demand in the developed world in the second half of the year. The emerging economies however continue to struggle with structural issues and fi nancial market volatility. At present, global steel demand recovery continues but growth is stabilising at a lower rate with continued volatility and uncertainty in the many emerging economies leading to a challenging environment for steel companies. But higher growth in worldwide steel demand bodes well for the steel sector as a whole.

Through the waves of change that the world has witnessed, BPSL has continually focused on driving and maintaining excellence in operations. This has found expression in a relentless drive for excellence in process, product and people; a culture of continuous improvement; and a spirit of continuous progress, which has helped us sustain growth through turbulent times.

BPSL - A Glance

Primary Products Flat Products

Sheet Pipe

Long Products Others

Board of Directors 1

Chairman’s Statement

Growth Story 5

Consolidated Financial Highlights 14

Director’s Report 15

Management Discussion & Analysis 45

Auditor’s Report 48

Balance Sheet 52

Profi t & Loss Account 53

Cash Flow Statement 54

Notes Forming Part of Balance Sheet 55

Board of DirectorsMr. Sanjay Singal,Chairman & Managing Director

Mrs. Aarti Singal,Vice Chairperson &Director (Admn.)

Mr. R.P. GoyalDirector (Comm.)

Mr. H. C. VermaDirector

Mr. R. N. YadavDirector (Tech.)

Mr. Devdutt DasNominee Director - IDBIw.e.f. 24.03.2015

Mr. Anil S. SupanekarDirector

Mr. Jimmy MahtaniNominee Director

Mr. R. D. BatraDirector

Mr. Dinesh Kumar BehalDirector

Mr. Dinesh Kumar YadavDirector (Project)

President & Company SecretaryMr. R. K. Gupta

AuditorsM/s Mehra Goel & Co.,Chartered AccountantsNew Delhi

Cost AuditorsM/s J. K. Kabra & Co.,Cost AccountantsNew Delhi

Registered Offi ce

Before 11-8-15 Regd. Off. was4th Floor, Tolstoy House,15-16 Tolstoy Marg,Cannaught Place, New Delhi-110001

1st Floor, F Block,International Trade Tower,Nehru Place, New Delhi -110 019

Websitewww.bhushanpowersteel.com

PlantsPlot No. 3, Industrial Area, Phase-I, Chandigarh

Plot No. 71, Industrial Area, Phase-I, Chandigarh

Plot No. 83,Industrial Area, Phase-I, Chandigarh

Plot No. 141-142, Industrial Area, Phase-I, Chandigarh

Derabassi, Distt. Mohali (Punjab)

NH-2, Bangihatti, Mallickpara (Hoogly) Serampore, Kolkata (West Bengal)

Village Thelkoloi and Dhubenchapper, Tehsil Rengali, Distt. Sambalpur (Odisha)

Plot No. 55, KIADB Industrial Area,Chintamani Road, Hoskote Taluk, Bangalore, Karnataka

Marketing NetworkAndhra Pradesh : Hyderabad, Vijaywada, Secunderabad, Vishakhapatnam, TirupatiAssam : GuwahatiBihar : Patna, Gulabbagh (Purnia) Chandigarh : ChandigarhDelhi : DelhiGujarat : Ahmedabad, Rajkot, SuratHaryana : Faridabad, Panchkula, ManesarHimachal : Baddi, Parwanoo, Kullu, Amb, Damtal, Kala AmbJammu & Kashmir : JammuKarnataka : Bangalore, HubliKerala : KochiMaharashtra : Mumbai, Pune, Nagpur, Aurangabad, Nasik, RaigadMadhya Pradesh : Indore

: Bhubneshwar, Sambalpur, RourkelaPunjab : Amritsar, Jalandhar, Mandi- GobindGarh, Derabassi, LudhianaRajasthan : Jaipur, BhiwadiTamil Nadu : Chennai, Hosur, CoimbatoreUttar Pradesh : Ghaziabad, Kanpur, GorakhpurWest Bengal : Kolkata, Siliguri, Belur, Hooghly, BighattiJharkhand : JamshedpurChhattisgarh : Raipur, RaigarhTripura : AgartalaUttrakhand : Pantnagar, Haridwar Dadra & NagarHaveli : Silvassa

Bankers & Financial InstitutionsAxis Bank Ltd.Allahabad BankAndhra BankBank of BarodaBank of IndiaBank of MaharashtraBayern-LB, GermanyCanara BankCentral Bank of IndiaCorporation BankDena BankDeutsche Bank S.p.A., ItalyExport Import Bank of IndiaHUA Nan Commercial Bank, SingaporeICICI BankIDBI Ltd.Indian BankIndian Overseas BankIntesa Sanpaolo S.p.A. HongkongIKB Deutsche Industriebank, GermanyKarur Vysya BankKFW Bank, GermanyKFW-IPEX Bank, GermanyLife Insurance Corporation of IndiaOriental Bank of CommercePunjab National BankPunjab & Sind BankState Bank of Bikaner & JaipurState Bank of HyderabadState Bank of IndiaState Bank of MysoreState Bank of PatialaState Bank of TravancoreSyndicate BankSIDBIThe South Indian Bank Ltd.The Jammu & Kashmir Bank Ltd. UCO BankUnited Bank of IndiaUnion Bank of IndiaUnicredit, AustriaVijaya Bank

Contents

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From the CMD’S Desk

Friends

India remains the 4th largest steel producing country in the world, behind China, Japan, and the United States. Crude steel production in India has grown faster than steel demand. Construction sector and automobile sectors constitute the major consumers. Both the sectors were plagued by a slowdown in the economy. Hence demand slowdown from key consuming industries, affected sales volumes and also led to reduced sales realization.

On the other hand, input costs remained at high levels, notwithstanding a moderation in international coking coal prices, leading to a reduction in the operating profi tability of steel players in the sector. In addition to lower operating margins, high capital charges too have dented their net margins. Due to increase in raw material cost and decrease in selling prices, the operations of the company have been affected in FY 15 resulting in reduction in sales, operating margin and loss during the fi nancial year.

At BPSL, we are in the midst of our Phase VI Project implementation, with a stress on vision and growth. Some of the facilities have already been implemented way ahead of schedule. After implementation of our Phase VI project, annual steelmaking capacity of the company will increase from 2.30 MMTPA to 3.40 MMTPA. With implementation of Phase VI project, there will be surplus intermediate products/raw materials that will be available and which cannot be sold independently. Hence, we are adding balancing facilities of 1.50 MMTPA Blast Furnace, 2.1 MMTPA SMS and 2.0 MMTPA USP. With this, not only will the steelmaking capacity of company increase to 5.50 MMTPA, it would signifi cantly increase the operating margin and improve the overall viability of the company.

Our team’s dynamic and professional mindset has further enabled us to meet new challenges. Our continuous ability to advance enables us to enhance our execution and service delivery. The growing level of dedication and passion to excel gives us the confi dence to meet our expected growth objectives.

Innovation and product development are at the core of our business and we are committed to it. We’ve re-structured our Marketing & Sales infrastructure recently to further improve our customer centricity.

Indeed, the Company is planning to consolidate and optimise the existing resources in the best possible way, focused on effi ciency and excellence.

The future is bound to shine.

With best wishes,

SANJAY SINGAL DIN 00006579Chairman & Managing Director

Reinforcing our qualities......Emphasising on vision and values...India is a fast-changing economy in the current scenario and challenging at the same time. The country is now concentrating on fully optimising the investments made during the nineties and thereafter. This has paved the way for an aspirational society that puts its best foot forward supported by knowledge, propelled by vision and strengthened by values.

In view of this, we at BPSL are improving our operational excellence and emphasis is being laid on integrating and consolidating ourselves to produce fi nal products. Our capacity has been scaled up and implementation of new technologies is being carried out. These initiatives on our behalf have helped us boost our support systems and making us grow.

With continuous importance given to enhancing our core competencies, BPSL with long term strategy and vision is looking forward to a sustainable future. The constant integration of our processes, together with cost-cutting measures will improve our effi ciencies. We still hold true by our commitment to responsibly participate in India’s economic development and give back to society to make our dreams a reality.

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Reinforcing our pillars...Emphasising on dedication and profi ciency...This year at BPSL, the initiatives undertaken are a refl ection of our growing expertise in the fi eld as well as our commitment to survive the challenging environment that we operate in. We have not only established our capacities in the plant but also ensured timely execution and production at the optimal level.

As seen before, we make products across the value chain - Flat products, long products, sponge iron, pig iron and power.

The ongoing complete integration of our steel plant from top to bottom gives us renewed hope and we are highly optimistic about creating a sustainable future.

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Reinforcing our abilities......Emphasising on plans and achievements...In the business of Steel and Power, vertical integration is an important process in the security of raw materials and plays a major role in creating constant value. This value chain is enhanced with technological prowess, cost-reducing measures and network effi ciency.

Therefore at BPSL, we are using these strengths to make the most of industry opportunities.

Cost effi ciency - Our wide network of pan-India distributors help us reach out to customers across India.

Technological prowess - We use high-technology, computer-aided testing facilities with respect to size, structure, elongation, proof stress, bendability, ovality and weldability.

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Reinforcing our potential…...Emphasising on task and consistency...At BPSL, we focus our energies to leverage new opportunities and create value all across. We work in a dynamic landscape in which strategies need to be constantly realigned in tune with changing business realities.

At present, steel demand recovery continues but growth is stabilising at a lower rate with continued volatility and uncertainty in the many emerging economies leading to a challenging environment for steel companies.

An integrated system of risk management and internal controls framework has been deployed taking into account various factors such as size and nature of the inherent risk and the regulatory environment.

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1981 - Rolling Mill Project commissioned at Chandigarh for Round and Narrow Strips.

1985 - Backward Integration Project for Steel Melting facilities.

1986 - Upgrading of Mini Steel Plant with continuous casting and ladle furnace facilities.

1997 - Commissioning of Narrow Width Cold Rolling Project at Chandigarh.

1998 - Commissioning of Precision Pipe Project at Chandigarh.

2001 - Commissioning of Cold Rolling & Galvanizing Complex at Kolkata.

2002 - Addition of narrow width Cold Rolling facilities at Kolkata.

2003 - Expansion of wide width Cold Rolling facilities, ERW Water Pipes & Tubes down stream facilities at

Kolkata.

2004 - Further expansion of Cold Rolling facilities at Kolkata.

2005 - Commissioning of Odisha Project Phase-I consisting of DRI Kilns, Steel Making Facilities, Coal Washery

and 100 MW Power Plant.

2008 - Commissioning of Odisha Project Phase-II consisting of HR Coil Mill, Steel making, Blast Furnace, Sinter

Plant, Coke oven Plant, Oxygen Plant and Lime & Calcining Plant.

2009 - Commissioning of 3.5 million tpa Coal Washery, 146 MW Power Plant under Phase III of Odisha Project.

2010 - Commissioning of 130 MW Power Plant and Electric Arc Furnace under Phase III of Odisha Project.

2011 - Commissioning of DRI Kilns, Electric Arc Furnace, 2nd CSP Caster & 6th Strand along with Tunnel Furnace,

Cold Rolling Mill Complex and Galvanising under Phase-IV of Odisha Project.

2012 - Commissioning of DRI Kilns, Power Plant, Oxygen Plant, Lime Calcining Plant, Galvalume, Colour

Coating, Precision Tube & Pipe Plant under Odisha Phase-IV Project and implementation of further

expansion of Odisha Project under Phase V consisting of DRI Kilns, Iron ore Benefi ciation Plant, Pellet

Plant, Cold Rolling, Pickling Line, Precision Tube Mill, Black Pipe Plant & Bright Bar fi nishing lines.

2013 - Commissioning of Cold Rolling Mill, Pickling Line, Precision Tube Mill, Black Pipe Plant and Bright Bar

Finishing Line under Odisha Phase-V Project.

2014 - Phase-V Sucessfully Commissioned ahead of its schedule consisting of Iron Ore Benefi ciation Plant,

Pellet Plant, Pickling Line, Cold Rolling Mill, Precision Tube Mill, Black Pipe Plant and Bright Bar Finishing

Lines.

2015 - Implementation of further expanion of Odisha project under phase VI consisting of Blast Furnance,

Sinter Plant, Steel Melting Shop, Billet & Bloom Caster, AOD Convertor, Vaccum Ingot Casting, Lime Plant,

CSP caster, Heavy Bar Mill, Combined Drawing Line and Centerless Grinding Line out of which Combined

Drawing Line And Centerless Grinding Line have already been commissioned ahead of schedule.

1981 - Rolling Mill Project commissioned at Chandigarh for Round and Narrow Strips.

1985 - Backward Integration Project for Steel Melting facilities.

1986 - Upgrading of Mini Steel Plant with continuous casting and ladle furnace facilities.

1997 - Commissioning of Narrow Width Cold Rolling Project at Chandigarh.

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KEY FINANCIAL INDICATORS AT A GLANCE( in Crores)

2011 2012 2013 2014 2015

Gross Sales 5020 7282 9517 11289 10196

Export Sales 1227 1520 1631 2429 1624

EBIDTA 1404 2056 2705 3252 1993

Net Profi t 438 534 572 635 (1363)

Cash Profi t After Tax 973 1320 1623 1814 (792)

Capital 136 194 201 237 240

Net Worth 5009 7622 8560 10166 8760

Gross Block 16489 23074 30749 37177 40686

EBIDTA to Net Sales 30.01 30.46 31.20 31.33 21.47

Net Debt Equity Ratio 2.16 1.91 2.51 2.43 3.26

Total Net Debt to Equity 2.57 2.26 2.91 2.90 3.83

TOL/TNW 2.82 2.43 3.07 3.11 4.12

Current Ratio 1.42 1.34 1.33 1.01 0.95

FACR 1.63 1.68 1.51 1.52 1.36

DSCR 1.39 1.38 1.31 1.12 0.49

Interest Coverage Ratio 3.27 2.79 2.50 2.26 0.72

EPS Rs. 32 37 30 33 (70)

Book Value Rs. 276 323 381 416 274

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Board’s ReportDear Members,

Your Directors are pleased to welcome you on the 16th Annual General Meeting of the Company and presenting you the report on the business and operations of the Company for the year ended 31st March 2015.

FINANCIAL HIGHLIGHTS( in Crores)

S No Particulars Current Year Previous Yeara. Revenue from operations (including exports) 10,196.11 11,288.70b. Exports 1,623.97 2,429.16c. Profi t Before Interest & Depreciation & Tax 1,992.58 3,295.03d. Less Finance Cost 2,784.39 1,481.16e. Less: Depreciation 668.36 878.38f. Profi t Before Tax (1,460.17) 935.49g. Less : Provision for Tax -- 197.00 Current Tax 21.44 -- Earlier Years 23.50 (197.00) MAT Credit entitlement /written off Deferred Tax (142.00) 300.00h. Profi t after Tax (1,363.11) 635.49i. Add: Profi t brought forward from Previous Year 1,788.01 1.,484.19j. Profi t available for appropriations 424.90 2,119.68

Which the Directors appropriated as under: -

k. Proposed Dividend on equity -- 0.97l. Proposed dividend on Cumulative compulsorily convertible Preference Shares 0.86 0.46m. Dividend Tax 0.17 0.24n. Transferred to General Reserve -- 330.00o. Balance carried to Balance Sheet 423.87 1788.01p. Total 424.90 2,119.68q. Cash Profi t /(Loss) (791.81) 1,813.87r. Net Worth 6,851.12 8,115.27

During the year under report there is no change in the nature of business activities.

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Highlights of Global Steel Industry World Steel Association forecast that steel consumption would have grown by 2% in 2015. Steel consumption in Asia, expected to increase by 0.6% y.o.y, will reach 1,594 million tonnes. The continued slowdown in real estate sector is the main reason behind the slowdown in Chinese steel consumption. The construction sector accounts for more than half of China Steel Consumption. Chinese Government is taking steps to address the stagnating growth in its economy. Companies like ArcelorMittal and Mechel OAO are negatively impacted by the slowdown in global steel demand. European steel demand is expected to increase by 2.1% this year. The latest economic data does point to a recovery in the European economy. However there are still several sectors, like housing, where demand is still week. The European steel industry has been severely impacted by increased imports from China and Russia. In Russia, steel production increase by 4.5% so far, in 2015. However CIS Steel consumption slowed down over this period.

India’s outlook is improving, India’s steel demand is expected to grow by 3.4%. Last year steel consumption in India increased by 2.2%. According to the world steel association estimates, steel demand in India expect to increase by 25% till 2030. Lower capacity utilization is a negative sign for global steel industry. With capacity utilization rate, competition increases between existing industry players, this put pressure on steel prices. Per capital fi nished steel consumption in 2013 estimated at 219 kg for world, 545 kg for China by WSA and 59 kg for India.

Highlights of Indian Steel Industry Cancellation of coal blocks allotted between 1993 to 2008 pursuant to the order dated 25.09.2014 of the Honble Supreme Court of India and Shah Commission Report on stopping of unauthorised mining has adversely impacted the Steel Industry. Coal is one of the major raw material for steel and power industry. The Coal Mines (Special Provisions) Ordinance, 2014 promulgated on 21.10.2014 and thereafter The Coal Mines (Special Provisions) Ordinance, 2014 on 26th December 2014 under which E-auction of coal blocks were initiated and conducted for auction of coal blocks. Steel sector has been put in non-regulatory sector where all other industries i.e. Aluminium, Cement, Captive Power Plants can also participate in E-auction. This has further resulted into less availability of coal blocks for steel industry. Less supply of coal to industry results low productivity which in turn results diffi tculties in service of debt.

Steel, Power and Infrastructure industries are expected to generate more employment. Industry expecting reduction of further interest rate cut from Reserve Bank of India and steps to keep the foreign exchange fl uctuations under control and strength the Indian currency. Govt. has enacted Mines and Mineral (Development & Regulation) Amendment Act 2015 effective from January 2015 giving a departure of allotment system of allocation of mines and replacing the same with e-auction system. Similarly in coal sector the auction process for allocation of mines has been put in place. The favorable results for steel industry and other infrastructure industries viz cement and power is awaited. The E-auction process may facilitate quick disposal of various approvals pending and smooth operation of mines which may turn around the steel industry. In 2015 structural reforms and improved confi dence will support a further 6% growth in Indian steel demand but elevated infl ation and fi scal consolidation remain key downside risks to the outlook.

The Indian steel industry has entered into a new development stage from 2007-08, riding high on the resurgent economy and rising demand for steel. Rapid rise in production has resulted in India becoming the 4th largest producer of crude steel and the largest producer of sponge iron or DRI in the world. Increase in urban population to an estimation of 600 million by 2030 from the current level of 400 million, emergence of the rural market for steel currently consuming around 10 kg per annum buoyed by projects like Bharat Nirman, Pradhan Mantri Gram Sadak Yojana, Rajiv Gandhi Awaas Yojana among others will accelerate the growth of steel production in near future. At the time of its release, National Steel Policy 2005 had envisaged steel production to reach 110 million tonnes by 2019-20. However, based on the assessment of the current ongoing projects, both in greenfi eld and brownfi eld, 12th Five Year Plan has projected that domestic crude steel capacity in the county is likely to be 140 million tonnes by 2016-17 and has the potential to reach 149 million tonnes, if all requirements are adequately met. The National Steel Policy 2005 is currently being reviewed keeping in mind the rapid developments in the domestic steel industry (both on the supply and demand sides) as well as the stable growth of the Indian economy since the release of the Policy in 2005. India is the largest producer of sponge iron in the world with the coal based route accounting for 89% of total sponge iron production in the country. The consumption pattern marginally increased with total consumption of 73.89 MT up by 0.6%.

Domestic steel prices are infl uenced by trends in raw material prices, demand – supply conditions in the market, international price trends among others. The Government earlier took various fi scal and other measures for stabilizing steel prices like signifi cant reduction in import duties on steel, major raw materials, including mineral products and ores and concentrates in last few years. For ensuring quality of steel, several items have been brought under a quality control order issued by the Government. Steel Price Monitoring Committee has been constituted by the Government with the aim to monitor price rationalization, analyze price fl uctuations and advise all concerned regarding any irrational price behavior of steel commodity. Indian steel manufacturing market has been paying price for policy logjam. The new Government has emphasis infrastructure growth, including the rail and road network and simplifi ed and transparent policy mechanism, thereby doing away with a plethora of committees and sub-committees with a view to speedily sanction projects and clear stalled projects. Such steps of the Government will make a signifi cant positive impact on the uncertain business scenario that was instrumental in pulling down entrepreneurial investment institutions, industrial growth and GDP. Crude steel capacity was 101 mt in 2013-14 and India, the 4th largest producer of crude steel in the world, has to its credit, the capability to produce a variety of grades and that too, of international quality standards. The country is expected to become the 2nd largest producer of crude steel in the world soon, provided all requirements for creation of fresh capacity are adequately met.

India is also an important producer of pig iron. Post-liberalization, with setting up several units in the private sector, not only imports have drastically reduced but also India has turned out to be a net exporter of pig iron. The private sector accounted for 93% of total production for sale of pig iron in the country. India is the world’s largest producer of sponge iron with a host of coal based units, located in the mineral-rich states of the country. Over the years, the coal based route has emerged as a key contributor and accounted for 89% of total sponge iron production in the country.

Operational Performance and Company’s Affairs Your Company achieved gross revenue of Rs 10,196.11 crores from operation as compared to Rs 11,288.70 crores. Company earned an operating income of Rs 1,992.58 Crores. However for the reasons stated, Company incurred loss of Rs 1,363.11 Crores as compared to last year profi ts of Rs 653.49 crores. Unavailability of coal due to cancellation of coal blocks pursuant to order of Supreme Court of India vide its judgment dated 25.08.2014 and 24.09.2014 and delay in E-auction of coal

16

Highlights of Global Steel Industry World Steel Association forecast that steel consumption would have grown by 2% in 2015. Steel consumption in Asia, expected to increase by 0.6% y.o.y, will reach 1,594 million tonnes. The continued slowdown in real estate sector is the main reason behind the slowdown in Chinese steel consumption. The construction sector accounts for more than half of China Steel Consumption. Chinese Government is taking steps to address the stagnating growth in its economy. Companies like ArcelorMittal and Mechel OAO are negatively impacted by the slowdown in global steel demand. European steel demand is expected to increase by 2.1% this year. The latest economic data does point to a recovery in the European economy. However there are still several sectors, like housing, where demand is still week. The European steel industry has been severely impacted by increased imports from China and Russia. In Russia, steel production increase by 4.5% so far, in 2015. However CIS Steel consumption slowed down over this period.

India’s outlook is improving, India’s steel demand is expected to grow by 3.4%. Last year steel consumption in India increased by 2.2%. According to the world steel association estimates, steel demand in India expect to increase by 25% till 2030. Lower capacity utilization is a negative sign for global steel industry. With capacity utilization rate, competition increases between existing industry players, this put pressure on steel prices. Per capital fi nished steel consumption in 2013 estimated at 219 kg for world, 545 kg for China by WSA and 59 kg for India.

Highlights of Indian Steel Industry Cancellation of coal blocks allotted between 1993 to 2008 pursuant to the order dated 25.09.2014 of the Honble Supreme Court of India and Shah Commission Report on stopping of unauthorised mining has adversely impacted the Steel Industry. Coal is one of the major raw material for steel and power industry. The Coal Mines (Special Provisions) Ordinance, 2014 promulgated on 21.10.2014 and thereafter The Coal Mines (Special Provisions) Ordinance, 2014 on 26th December 2014 under which E-auction of coal blocks were initiated and conducted for auction of coal blocks. Steel sector has been put in non-regulatory sector where all other industries i.e. Aluminium, Cement, Captive Power Plants can also participate in E-auction. This has further resulted into less availability of coal blocks for steel industry. Less supply of coal to industry results low productivity which in turn results diffi tculties in service of debt.

Steel, Power and Infrastructure industries are expected to generate more employment. Industry expecting reduction of further interest rate cut from Reserve Bank of India and steps to keep the foreign exchange fl uctuations under control and strength the Indian currency. Govt. has enacted Mines and Mineral (Development & Regulation) Amendment Act 2015 effective from January 2015 giving a departure of allotment system of allocation of mines and replacing the same with e-auction system. Similarly in coal sector the auction process for allocation of mines has been put in place. The favorable results for steel industry and other infrastructure industries viz cement and power is awaited. The E-auction process may facilitate quick disposal of various approvals pending and smooth operation of mines which may turn around the steel industry. In 2015 structural reforms and improved confi dence will support a further 6% growth in Indian steel demand but elevated infl ation and fi scal consolidation remain key downside risks to the outlook.

The Indian steel industry has entered into a new development stage from 2007-08, riding high on the resurgent economy and rising demand for steel. Rapid rise in production has resulted in India becoming the 4th largest producer of crude steel and the largest producer of sponge iron or DRI in the world. Increase in urban population to an estimation of 600 million by 2030 from the current level of 400 million, emergence of the rural market for steel currently consuming around 10 kg per annum buoyed by projects like Bharat Nirman, Pradhan Mantri Gram Sadak Yojana, Rajiv Gandhi Awaas Yojana among others will accelerate the growth of steel production in near future. At the time of its release, National Steel Policy 2005 had envisaged steel production to reach 110 million tonnes by 2019-20. However, based on the assessment of the current ongoing projects, both in greenfi eld and brownfi eld, 12th Five Year Plan has projected that domestic crude steel capacity in the country is likely to be 140 million tonnes by 2016-17 and has the potential to reach 149 million tonnes, if all requirements are adequately met. The National Steel Policy 2005 is currently being reviewed keeping in mind the rapid developments in the domestic steel industry (both on the supply and demand sides) as well as the stable growth of the Indian economy since the release of the Policy in 2005. India is the largest producer of sponge iron in the world with the coal based route accounting for 89% of total sponge iron production in the country. The consumption pattern marginally increased with total consumption of 73.89 MT up by 0.6%.

Domestic steel prices are infl uenced by trends in raw material prices, demand – supply conditions in the market, international price trends among others. The Government earlier took various fi scal and other measures for stabilizing steel prices like signifi cant reduction in import duties on steel, major raw materials, including mineral products and ores and concentrates in last few years. For ensuring quality of steel, several items have been brought under a quality control order issued by the Government. Steel Price Monitoring Committee has been constituted by the Government with the aim to monitor price rationalization, analyze price fl uctuations and advise all concerned regarding any irrational price behavior of steel commodity. Indian steel manufacturing market has been paying price for policy logjam. The new Government has emphasis infrastructure growth, including the rail and road network and simplifi ed and transparent policy mechanism, thereby doing away with a plethora of committees and sub-committees with a view to speedily sanction projects and clear stalled projects. Such steps of the Government will make a signifi cant positive impact on the uncertain business scenario that was instrumental in pulling down entrepreneurial investment institutions, industrial growth and GDP. Crude steel capacity was 101 mt in 2013-14 and India, the 4th largest producer of crude steel in the world, has to its credit, the capability to produce a variety of grades and that too, of international quality standards. The country is expected to become the 2nd largest producer of crude steel in the world soon, provided all requirements for creation of fresh capacity are adequately met.


Operational Performance and Company’s Affairs Your Company achieved gross revenue of Rs 10,196.11 crores from operation as compared to Rs 11,288.70 crores. Company earned an operating income of Rs 1,992.58 Crores. However for the reasons stated, Company incurred loss of Rs 1,363.11 Crores as compared to last year profi ts of Rs 653.49 crores. Unavailability of coal due to cancellation of coal blocks pursuant to order of Supreme Court of India vide its judgment dated 25.08.2014 and 24.09.2014 and delay in E-auction of coal

16

blocks caused lower capacity utilization in the year 2014-2015 and squeezed the margins. E-auction for open sale of coal stopped by Coal India Ltd also affected supply of Coal and company procured imported raw material at higher price. Situation was further aggravated when State Govt. took stringent decision and supported Shah Commission Report stopping all unauthorized running mines of coal and iron ore were closed as a result the timely availability of raw material also get affected. Iron ore, coal and power are the important raw material for producing steel. The cost of imported coal and iron ore is higher than domestic available raw material besides higher freight cost in import of raw material. Further the sales prices were depressed due to higher global production and lower international prices adding to losses. The rupee devaluation for the domestic sales made the cost of production uneconomic. The above factors resulted into low production and low realization resulting in diffi culties in servicing of debts obligations of lenders consequently higher fi nance cost.

EXPORTS Exports turnover of your Company has decreased from Rs, 2,429.16 Crores in 2013-14 to Rs 1,623.97 crore in 2014-15 were exported Products to over 35 countries. Large part of the exports is made to African and Asian countries. Our products otherwise confi rm international quality standards coupled with effi cacy of sternest delivery tests applied worldwide thereby making presence in the international market.

MINES Honble Supreme Court of India in its judgment dated 25.08.2014 and 24.09.2014 cancelled about 204 coal blocks allotted from 1993 to 2008 including those allotted to the Company in the State of Odisha and Jharkhand. Government of India promulgated The Coal Mines (Special Provisions) Ordinance, 2014 on 21.10.2014 and thereafter The Coal Mines (Special Provisions) Ordinance, 2014 on 26th December 2014 and the some of the coal blocks were auctioned. Now Coal Mines (Special Provisions), Act 2015 has been implemented repealing the ordinances.

Government has also notifi ed the Mines and Minerals (Development & Regulation) Amendment Act, 2015 effective from 12th January 2015 amending the Mines and Minerals (Development & Regulation) Act, 1957. The major amendment is that mines in Part C of the Schedule of the Amendment Act do not require prior approval of Central Government for execution of prospecting lease or mining lease.

COKING COALRohne Coking Coal Block- A Joint VentureRohne Coal Block was allotted to Rohne Coal Company Pvt. Ltd., a Joint Venture with JSW Steel Ltd and Jai Balaji Steel Ltd, was cancelled pursuant to the order of Honble Supreme Court of India. The said coal block is yet to be notifi ed for E-auction. Company holds 24.09% shareholding in Joint Venture. Government of Jharkhand has allotted 3,076.39 Acres land. The joint venture company has purchased 236.060 acres of private land. Ministry of Coal, Government of India has accorded prior approval under MMDRA for mining lease over coal bearing of 778 hectares and prospecting license of over an unexplored area of 420 hectares. Company has contributed by way of capital investment in the Joint Venture.

NON-COKING COALJamkhani and Bijahan Coal Blocks in the State of Odisha and Patal (East) Coal Block in the State of Jharkhand has been cancelled pursuant to the order of Hon’ble Supreme Court of India. The Jamkhani coal block has been listed for E-auction recently. The other two coal blocks are yet to be notifi ed for e-auction. Company as of now depends on supply from Coal India Ltd and market sources for coal.

IRON OREThakuani & Rakma Marsuan Tibira in OdishaPursuant to the order of Honble Supreme Court of India dated 14.03.2012 and 24.04.2014, State of Odisha on 05.12.2012 and 25.04.2014 recommended the Thankurani and Rakma Marsuan Tibira iron ore mine in the State of Odisha. Government amended the MMDR Act. Pursuant to the MMDR Amendment Act, 2015, approval of Central Government is not required for Iron ore. Company has represented to the Central Government to direct the State to execute mining lease in respect of Thakurani and Rakma Marsuan Tibira iron ore mines. Central Government has referred back the matter to State of Odisha in the light of Amendment Act 2015.

Chatuburu In Jharkhand Company has been allotted iron ore block having estimated reserves of about 35 million tons in Chatuburu block in the State of Jharkhand. Approval of Central Government has been received and mining lease has been executed in respect of this mine.

Power Installed capacity of the Power Sector in India has been assessed 2.67 lakh MW from all sources i.e. Thermal, Nuclear, Hydro and Renewal energy sources out of which thermal based capacity constitute 1.88 lakh MW (Coal based 1.65 lakh MW, Gas based 0.23 lakh MW, and oil based 0.01 lakh MW), Hydro based constitute 0.41 lakh MW, nuclear based constitute 0.06 lakh MW and renewal energy sources constitute about 0.32 lakh MW of the total installed power capacity. Further out of the total install capacity, 0.97 lakh MW is in State sector, 0.72 lakh MW is in Central sector and .098 lakhs MW in private sector.

During the year 2014-15, against target of 0.89 lakhs MW (including import from Bhutan), Power Sector has generated 0.86 lakh MW. Thermal power consumed 531 million tonnes of coal on an estimated basis. Per capital consumption of electricity has increased by about 51% from 2005-06 to 2013-14 from 631 kWh to 957 kWh. In March 2015 against the demand of 0.83 lakh MW, availability of power was 0.81 lakh MW. The Availability of coal for power sector IPP (industrial power projects) has been made through E-auction and power sector has been put in regulatory sector.

To meet power requirement of the plant, 506 MW captive power plant has been made operational. Company has also entered contract for drawing 100 MW power from WESCO to meet its power requirement of the plant.

17

PROJECTSOdisha - Expansion Phase –VIYour company is in process of implementing the facilities under Phase VI and setting up Sinter Plant, Coke Over Plant, Blast Furnace, Billet caster, Heavy Bar Mill, up-gradation of CSP Plant, Vacuums Ingot Casting, Bar Coil drawing line and Centerless Grinding line. Company envisages the increase in production capacity to 3.4 MTPA with the commissioning of Phase VI.

Jharkhand & Chhattisgarh - Integrated Steel & Power Plant Company is focusing on the completion of Phase VI facilities at its Odisha Plant for capacity expansion presently, hence kept the implementation of facilities at Jharkhand and Chhattisgarh of their integrated Steel & Power Plant pending, however will be reviewed at appropriate stage.

FINANCEDuring the year under report, Joint Lender Forum (JLF) of lender banks approved Corrective Action Plan (CAP) and rectifi cation approach and refi nancing/ rescheduling of loans of the Company of Rs. 26,798 Crores (comprising Rs 17,998 Crores re-scheduling of existing loans, Maintenance Capex of Rs 5,700 Crores (includes Rs 600 crores for development of mines) and conversion of interest into equity of Rs. 3,100 crore at premium) on the assurance of lender banks for implementation of proposed CAP and rectifi cation approach and rescheduling of above said loans. CAP has been sanctioned under 5/25 scheme in terms of Reserve Bank of India Circular No. DBR.NO.BB.BC.53/21.04.132/2014-2015 dated 15th December 2014. All lender banks agreed to take up their respective shares of loans as worked out in the CAP.

Term LendingDuring the year under review, Company has availed Rupee Term Loan of Rs. 3,757 Crore, out of sanctioned Rupee Term Loan of Rs. 5,060 Crore from Indian Lenders, ECA of Rs. 257.15 Crore out of sanctioned ECA of Rs. 1,816 Crore from KFW IPEX GmbH (Germany), Deutsche Bank SPA (Italy) and Intesa Sanpaolo SPA (Hongkong) for Odisha Phase VI Project. The company has received Long Term Loan of appx. Rs. 2,385 Crore.

Working CapitalWorking Capital Facilities from consortium of banks lead by Punjab National Bank for the fi nancial year 2014- 15 has been assessed to Rs. 8,741 crore (Fund Based Rs.4,250 Crore and Non Fund Based Rs. 4,491 Crore) excluding BG limit for Rs 550 Crores for Coal blocks.

Credit RatingThe credit rating agencies Fitch Ratings India (P) Limited and Credit Analysis & Research Limited (CARE Ratings) has done the rating of the company. The rating assigned by the credit rating agencies are as under:-

Fitch Ratings India (P) LimitedThe Fitch Ratings has assigned the Long Term rating of “(ind) BB”. Further it has assigned the rating of “A4+(Ind)” for short term bank loans.

Credit Analysis & Research Limited (CARE Ratings)CARE has assigned the Long Term rating of “CARE BB“(double BB). Further, it has assigned “CARE A4”(A four) rating to short term non-fund base facilities and STD/CP/NCD (carved out of sanctioned working capital limits) of your company and “CAREA A4” (A four) rating to short term unsecured loan and STD/CP/NCD (standalone).

Extract of Annual ReturnExtract of Annual Return in MGT 9 of the Company is at Annexure A to this Report.

Meetings of the Board Five meetings of the Board of Directors were held during the year including one meeting of independent director. (Also refer Annexure C – Corporate Governance)

DIRECTORS’ RESPONSIBILITY STATEMENTYour Directors state that: a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule

III to the Act, have been followed and there are no material departures from the same;b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as

to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profi t /loss of the Company for the year ended on that date;c) the Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding

the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a ‘going concern’ basis; e) the Directors have laid down internal fi nancial controls to be followed by the Company and that such internal fi nancial controls are adequate and are operating

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

effectively.

DIRECTORS Since last Annual General Meeting the following changes in directorship of the Company has taken place.

During the year under report Mr. Dinesh Kumar Yadav (DIN 07051856), who was appointed as an additional director w.e.f 30.12.2014, was appointed as a Director of

18

the Company by the members in their meeting held on 31.01.2015. Subject to the approval of Central Government, Mr Dinesh Kumar Yadav was Appointed Director (Project) [ Executive Director] w.e.f. 01.01.2015. Mrs Aarti Singal (DIN 00007698) has been re-appointed Director (Admn) w.e.f 01.04.2015 for three years and approval from Central Govt has been sought for her appointment and remuneration.

During the year under review, IDBI Bank Limited withdrew the nomination of Mr. S, N, Baheti (DIN 00136476) (nomination withdrawn on 05.08.2014) and Mr Yashpal Gupta (DIN 00033484 (appointed on 27.09.2014 and subsequently nomination withdrew on 06.02.2015). IDBI Bank Ltd has nominated Mr. Dev Dutt Das (DIN 06620284) as Nominee Director in place of Mr Yashpal Gupta on the Board of the Company w.e.f 24.03.2015.

In accordance with the provisions of the Companies Act, 2013 and the Company’s Articles of Association, Mr. R. P. Goyal (00006595), Director and R. N. Yadav (00006695), Director are liable to retire by rotation at the ensuing Annual General Meeting. Being eligible, they have offered themselves for re-appointment. Company has fi led applications for seeking approval from Central Government for waiver and payment of remuneration to managerial personals.

Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its associate/joint venture company or any other entity. Company do not have subsidiary. None of the Director has incurred disqualifi cation u/s 164 of Company Act, 2013. All Directors are Indian resident except Mr. Gimmy Mahtani.

Key Managerial PersonnelMr. R.P. Goyal, Director (Commercial), Mr. R.K. Gupta, President & Company Secretary and Mr. Arun K. Agrawal, Chief Financial Offi cer, are Key Managerial Personnel under the provisions of Companies Act, 2013. During the year there is no change in key managerial personnel.

Declaration of IndependenceCompany has received declarations from Mr. Anil S Supanekar, Mr Dinesh Kumar Behal and Mr R.D .Batra, Independent Director, who were appointed directors for a term of 5 year from the date of 16th Annual General Meeting, confi rming independence under the provisions of Companies Act, 2013.

Director Identification Number (DIN)Director Identifi cation Number (DIN) obtained by the present directors under Companies (Director Identifi cation Number) Rules, 2006 is valid DIN under Companies Appointment and Qualifi cation of Directors), Rules 2014.

Policy on Directors’ Remuneration Policy & Appointment of Independent DirectorThe Company’s remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.

The Company has formulated Remuneration policy and General Terms and Conditions for appointment of Independent Directors. Policies, containing criteria for determining qualifi cations, positive attributes, independence of directors and other matters, are available at company’s website HYPERLINK “http://www.bpsl.net/policy-documents.html” \t “_blank” http://www.bpsl.net/policy-documents.html. The said policies were recommended by members of the nomination and remuneration committee. The Remuneration policy is annexed to the Board’s Report at Annexure B.

The tenure of offi ce of the Managing Director and other executive directors is for fi ve years from their respective dates of appointments, except one executive director Mrs Aarti Singal who has been re-appointed for three years w.e.f. 01.04.2015 and can be terminated by either party by giving one month notice in writing. There were no other pecuniary relationships or transactions of Executive Directors vis-à-vis the Company except payment of remuneration.

Familiarization Programme PolicyThe Company has framed Familiarization Programme Policy for Independent Directors. Their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are regularly discussed with the Independent Directors in meetings. Familiarization Programme Policy can be assessed at HYPERLINK “http://www.bpsl.net/policy-documents.html” \t “_blank” http://www.bpsl.net/policy-documents.html.

Particulars of employees under Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The particulars of employee(s) in the company drawing remuneration in excess of limits stated under Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at Annexure C to this report.

Audit Committee In compliance with the provisions of Section 177 of Companies Act, 2013, Audit Committee of Directors comprises presently Mr. Dinesh Kumar Behal, Mr. Anil S. Supanekar, and Mr. R. D. Batra, Independent Directors and Mr. R. P. Goyal, Executive Director, as Members of the Committee. Mr Dinesh Kumar Behal Independent Director is Chairman of the Committee. Board has accepted all recommendations of the Committee meetings. The Committee constituted confi rms the requirement of section 177 of the Companies Act, 2013. Committee recommended Risk Management Policy, Policy on related party transaction and Vigil Mechanism, which were approved by Board, can be assessed on Company’s website at “http://www.bpsl.net/policy-documents.html” (Also refer Annexure H-Corporate Governance)

Auditors and Auditors’ Report Statutory Auditors M/s. Mehra Goel & Co., Chartered Accountants, New Delhi were appointed Auditors of the Company for consecutive three years and hold offi ce till the conclusion of the ensuing 19th Annual General Meeting subject to ratifi cation of re-appointment in each annual general meeting. On the advice of lender banks, Company has appointed M/s S. K. Mittal & Co., Chartered Accountants, New Delhi as Additional Statutory Auditors of the Company for 2015-16 and their appointment will be placed in Annual General Meeting for ratifi cation.

19

The Company has invested for development of coal block(s) which has been cancelled pursuant to the Supreme Court order. As per policy of the Government, the said coal block(s) will be auctioned in future and the investment made by the earlier allottees will be reimbursed by the new allottees and Government will determine the actual amount of re-imbursement. Hence effect of such investment as reported by the Auditors in their report will be taken on actual receipt. The emphasis of matter is duly addressed in notes to fi nancial statements. Except above, the Audit Report does not contain any other qualifi cation or reservation or adverse remark or disclaimer. Other observation, if any, referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

Cost AuditorsPursuant to Section 148(3) of the Companies Act, 2013, M/s. J.K. Kabra & Co., Cost Accountants, New Delhi were appointed Cost Auditors for the year 2014-15. Board has also re-appointed M/s. J.K. Kabra & Co., Cost Accountants, New Delhi, as Cost Auditors for the fi nancial year 2015-2016 and Company has received a certifi cate under Section 139 and 141 of the Companies Act, 2013 from M/s. J.K. Kabra & Co., Cost Accountants, New Delhi confi rming their eligibility. Pursuant to section 148 (3) of Companies Act, 2013, the remuneration to Cost Auditors requires ratifi cation by the members in the ensuing meeting.

Cost Auditors have not made any qualifi cation or reservation or adverse remarks or disclaimer on the Cost Audit Report for year ended 31st March 2014.

Secretarial AuditorThe Board has appointed M/s A. Arora & Co. Company Secretaries in Whole Time Practice, Chandigarh, to conduct Secretarial Audit for the fi nancial year 2014-15. The Secretarial Audit Report for the fi nancial year ended March 31, 2015 is annexed as Annexure D to this Report. The Secretarial Audit Report does not contain any qualifi cation, reservation or adverse remark or disclaimer.

Internal Auditors and Internal Financial ControlsThe Company has appointed Mr. Rajesh Madan, an employee and Chartered Accountant by profession as Internal Auditor for the year 2015-16. The Internal Auditors reports were placed before the Audit Committee. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

The Company has in place an adequate system of internal fi nancial control with reference to fi nancial statements implemented by management having regard to size and nature of business activities of the Company to achieve operational effi ciency, accuracy, compliance of policies and procedures, law and regulations and close monitoring. The exercise is carried out across all locations of the Company. This ensures the control and safeguard of the Company’s assets against loss through ineffi ciency, waste, negligence or fraud. Internal Audit functioning is regularly reviewed by the Audit Committee. A follow up audit is carried out to review the progress on recommendation, if any, made.

Conservation or Energy, Technology Absorption and Foreign Exchange earnings and outgoThe particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under the Act, are provided in Annexure E forming part of this Report.

Particulars of Loans given, Investments made, Guarantees given and Securities providedDuring the year under report company has not given any guarantee or security for loan to other body corporates. Particulars of investments and loan given are provided in the fi nancial statements (Please refer to Note 13, 16 and 50 to the fi nancial statement) attached to Board’s Report.

Contracts and Arrangements with the related partiesDuring the year contracts and arrangements entered by the Company pursuant to Section 188(1) of the Act with related parties were in the ordinary course of business and on an arms’ length basis. Omnibus approvals were obtained from the Audit Committee and Board. During the year company has not entered into any contract /arrangement with such party which could be considered material in accordance with the policy of the Company on related party transactions. Your directors draw attention of the members to Note No 38 to the fi nancial statement relating to disclosure under AS 18. The disclosure of contracts / arrangement in AOC 2 is annexed at Annexure F.

Capital & Reserves During the year under report, Company has issued 2,89,349 Nos of Cumulative Compulsorily Convertible Preference Shares at coupon rate of 2% p.a. at premium aggregating to Rs 99.99 Crores on exercise of option of term attached to loan for conversion of loan into security at a value arrived as per valuation report convertible into equity shares within fi ve year or before Initial Public Offer whichever is earlier. In view of the losses incurred during the year, no amount has been transferred to General Reserve.

Company has not issued equity shares with differential voting rights as to dividend, voting rights or otherwise during the year. Company being unlisted company, Issue of shares (including sweat equity shares) to employees of the Company under any scheme be treated as Nil

DIVIDENDIn view of the losses incurred during the year report, Board has not recommended payment of Dividend on Equity Shares. However Board has recommended the dividend at coupon rate to Cumulative Compulsorily Convertible Preference Shares for the year ended 31st March 2015. Total amount of distribution of dividend including distribution tax is Rs 1.03 Crores.

Material Changes There are no material changes affecting fi nancial position of the Company which have occurred between the date of end of fi nancial year and date of Board Report.

20

Risk ManagementCompany has been exporting its products to over 35 countries and importing capital goods and raw material. There is always a risk of foreign exchange fl uctuation. The company has formulated a Risk Management Policy, identifi ed element and factors of risks and Management to mitigation risks which can be reached at company’s website at “http://www.bpsl.net/policy-documents.html”.

Corporate Social Responsibility The Corporate Social Responsibility Committee (CSR Committee) was constituted by the Board of Directors on 7th July 2014. Presently, Mr. R P Goyal, Mr. Dinesh Kumar Yadav, Directors and Mr R D Batra, (Independent Director) are members of the CSR Committee. Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, has been approved by the Board. CSR Policy can be accessed on the Company’s website at “http://www.bpsl.net/policy-documents.html”. Annual Report on CSR activities is annexed at Annexure G. The Company undertook need based activities in compliance with Schedule VII to the Act. During the year company has spent Rs 15.07 Crores i.e. around 1.72% of average net profi t of last three fi nancial years and 93% of budgted amount on CSR activities. Due to fi nancial constraints and losses incurred in the later part of the year, company could not spend minimum required amount as per Act.

Subsidiaries, Joint Ventures and Associate CompaniesCompany has neither contributed nor has intention to contribute in share capital of the M/s Global Steel & Mineral Pte Ltd incorporated in Singapore hence the same is not treated as Subsidiary. Therefore pursuant to section 129(3) as amended no information is required to be given. During the year no company became or ceased subsidiary, joint venture or associate company.

Performance EvaluationDuring the year the Board of Directors evaluated the performance of Board and committees and is its directors and expressed satisfaction. Independent Directors also made performance evaluation of Chairman & Executive Directors in a separate meeting.

Deposit The Company has not accepted deposits under Chapter V of the Companies Act 2013 from the public and as such no amount of principal or interest was outstanding on the date of Balance Sheet. Information under Rule 8(5) (v)(vi) of Companies (Accounts), Rules 2014 be treated Nil.

Segment Reporting The Company is engaged in Iron & Steel business, which in the context of Accounting Standard -17 as amended to date is considered only business segment and has complied the same.

Corporate Governance A report on Corporate Governance and Management Discussion and Analysis in line with Clause 49 of Listing Agreement of Stock Exchanges, though statutorily not required, has been made a part of the Board Report to enhance self-regulation and transparency and adoption of better corporate governance practices is at Annexure H to this report.

Safety & Health Your company is committed to actively contribute to safety and health of company’s employees by ensuring safe working conditions and safe work environment. Employees are also accountable for maintaining the laid down standards relating to occupational safety and health. Employees adopt safe techniques/technologies in manufacturing, handling and disposing of all substances including waste without creating any risk to the human, environment and equipment. Your company appropriately rewards operational staff for safety performance.

General Your Directors state that there were no case(s) fi led pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

No signifi cant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future except as reported in Board Report.

Acknowledgement Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the fi nancial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

For and on behalf of Board of DirectorsPlace: New DelhiDated: 29.06.2015

(Sanjay Singal)DIN 00006579

Chairman & Managing Director

21

Annexure - A to Board’s Report Form No. MGT-9

EXTRACT OF ANNUAL RETURNAs on the fi nancial year ended on 31.03.2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014

I. REGISTRATION AND OTHER DETAILS

(i) CIN U27100DL1999PLC108350

(ii) Registration Date 22/02/1999

(iii) Name of Company Bhushan Power & Steel Ltd

(iv) Category/Sub-Category of the Company Company limited by shares/ Indian Non- government Company.

(vi) Address of the Registered office and contact details*

4th Floor, Tolstoy House, 15- 17, Tolstoy Marg, Connaught Place, New DelhiPh 011 30451000, Fax 011 23712737, www.bpsl.net

(vii) Whether listed company No

(viii) Name, Address and Contact details of Registrar and Transfer Agent, if any

Link Intime India Pvt. Ltd, 44 community Centre 2nd Floor, Naraina Industrial Area, Phase- II, Near Batra Banquet, Naraina, New Delhi- 110 028, Contact Number: 011- 41410592 Fax - 011 41410591, Email : [email protected]. website : www.bpsl.net

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

S. N. Name and Description of main products / services

NIC Code of the Product/ service % to total turnover of the company

1. Iron & Steel 271 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. N.

Name and Address of the Company CIN/GLN Holding/ Subsidiary /Associate

% of Equity Shares held

Applicable Section of Companies Act

2013

1 M/s Nova Iron & Steel LtdVillage Dagori Tehsil Belha Bilaspur (Chhattisgarh)

L02710CT1989PLC010052 Associate 39.48 2(6)

2 M/s Ambey Steel & Power (P) Ltd Priyadarshini Nagar, Behind A-44, Vypar Vihar Road, Bilaspur (Chhattisgarh)

U27104CT2004PTC016778 Associate 46.92 2(6)

3 M/s Rohne Coal Company (P) LtdThaper House , 3rd Floor Eastern Side of Central Wing, Janpath Lane, New Delhi - 110001

U10300DL2008PTC176675 Associate/ Joint Venture

24.06 2(6)

22

Bhushan Dlx AR 17072015.indd 22 10/6/2015 12:51:42 PM

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity Capital)i) Category-wise Share Holding

S. N.

Category of Share-holders

No. of Equity Shares held at the beginning of the year

No. of Equity Shares held at the end of the year

% age Change

during the year

Demat Physical Total % of Total Equity Shares


A Promoters 1 Indian

a Individual /HUF 21012862 1550430 22563292 11.65 21012862 1550430 22563292 11.65 No Change

b Central Govt Nil Nil Nil Nil Nil Nil Nil Nil -

c State Govt (s) Nil Nil Nil Nil Nil Nil Nil Nil -

d Bodies Corporates 141053257 19374166 160427423 82.82 141053257 19374166 160427423 82.82 No Change

e Banks/FIs Nil Nil Nil Nil Nil Nil Nil Nil -

f Any Other Nil Nil Nil Nil Nil Nil Nil Nil -

Sub-Total (A) (1) 162066119 20924596 182990715 94.46 162066119 20924596 182990715 94.46 No Change

2 Foreign Nil Nil Nil Nil Nil Nil Nil Nil

a NRIs-Individual Nil Nil Nil Nil Nil Nil Nil Nil

b Others-Individual Nil Nil Nil Nil Nil Nil Nil Nil

c Bodies Corporates Nil Nil Nil Nil Nil Nil Nil Nil

d Banks/FIs Nil Nil Nil Nil Nil Nil Nil Nil

e Any Other Nil Nil Nil Nil Nil Nil Nil Nil

Sub-Total (A) (2) Nil Nil Nil Nil Nil Nil Nil Nil

Total Shareholding of Promoters (A) = (A)(1)+A(2)

162066119 20924596 182990715 94.46 162066119 20924596 182990715 94.46 No Change

B Public Shareholding1 Institution Nil Nil Nil Nil Nil Nil Nil Nil

a Mutual Funds Nil Nil Nil Nil Nil Nil Nil Nil

b Banks/FIs Nil Nil Nil Nil Nil Nil Nil Nil

c Central Govt. Nil Nil Nil Nil Nil Nil Nil Nil

d State Govt Nil Nil Nil Nil Nil Nil Nil Nil

e Venture Capital Funds Nil Nil Nil Nil Nil Nil Nil Nil

f Insurance Cos Nil Nil Nil Nil Nil Nil Nil Nil

g FIIs 10714285 Nil 10714285 5.53 10714285 Nil 10714285 5.53 No Change

h Foreign Venture Capital Funds

Nil Nil Nil Nil Nil Nil Nil Nil

i Others (Specify) Nil Nil Nil Nil Nil Nil Nil Nil

Sub Total –B(1) 10714285 Nil 10714285 5.53 10714285 Nil 10714285 5.53

2 Non Institutionsa Bodies Corporatei) Indian Nil Nil Nil Nil Nil Nil Nil Nil

ii) Overseas Nil Nil Nil Nil Nil Nil Nil Nil

23


S. N.

Category of Share-holders

No. of Equity Shares held at the beginning of the year

No. of Equity Shares held at the end of the year

% age Change

during the year



b Individual

I Individual Shareholders holding nominal share capital upto ` 1 lakh

10000 NIl 10000 0.01 10000 NIl 10000 0.01 No change

ii Individual Shareholders holding nominal share capital excess of ` 1 lakh

NIl NIl NIl NIl NIl NIl NIl NIl

c Others (Specify) NIl NIl NIl NIl NIl NIl NIl NIl

Sub-Total (B) (2) 10000 NIl 10000 0.01 10000 NIl 10000 0.01 No Change

Total Public Shareholding (B) = (B(1) +B(2)

10724285 Nil 10724285 5.54 10724285 Nil 10724285 5.54 No Change

C Shares held by Custodian for GDRs & ADRs


D Grand Total (A+B+C) 172790404 20924596 193715000 100 172790404 20924596 193715000 100

(ii) Shareholding of Promoters

S.N.

Shareholder’s Name Shareholding at the beginning of the year Share holding at the end of the yearNo. of Equity

Shares% of total

Equity Shares of the

company

%of Equity Shares

Pledged / encumber red to total Equity

shares

No. of Equity Shares

% of total Equity

Shares of the company

%of Equity Shares

Pledged/ encumbered

to total Equity shares

% change in Equity share

holding during the

year

1 Sh. Sanjay Singal 1,25,85,436 6.50 0.28 1,25,85,436 6.50 0.28 NIL

2 Smt. Aarti Singal 59,69,324 3.08 0.00 59,69,324 3.08 0.00 NIL

3 Sh. Aniket Singal 17,50,967 0.90 0.00 17,50,967 0.90 0.00 NIL

4 Sh. Sanjay Singal (HUF) 2,56,450 0.13 0.00 2,56,450 0.13 0.00 NIL

5 Smt. Priyanka Singal 10,00,895 0.52 0.00 10,00,895 0.52 0.00 NIL

6 Smt. Radhika S Dhoot 10,00,220 0.52 0.00 10,00,220 0.52 0.00 NIL

Total (A) 2,25,63,292 11.65 0.28 2,25,63,292 11.65 0.28 NIL

7 Jasmine Steel Trading Ltd 3,97,72,500 20.53 20.08 3,97,72,500 20.53 20.08 NIL

8 Marsh Steel Trading Ltd 3,95,53,500 20.42 18.07 3,95,53,500 20.42 18.07 NIL

9 Diyajyoti Steel Ltd 4,00,32,750 20.67 12.18 4,00,32,750 20.67 12.18 NIL

10 Vision Steel Ltd 4,10,68,673 21.20 10.00 4,10,68,673 21.20 10.00 NIL

Total (B) 16,04,27,423 82.82 60.33 16,04,27,423 82.83 60.33 NIL

11 Smt Anuradha 10,000 0.01 0.00 10,000 0.01 0.00 NIL

12 Baring Pvt Equity Asia III Mauritius Holdings (3) Ltd

1,07,14,285 5.53 0.00 1,07,14,285 5.53 0.00 NIL

Total(C) 1,07,24,285 5.54 0.00 1,07,24,285 5.54 0.00 NIL

Grand Total 19,37,15,000 100 60.61 19,37,15,000 100 60.61 NIL

24


(iii) Change in Promoters’ Equity Shareholding ( please specify, if there is no change)

S. N.

Particulars At the Beginning of the year

Date wise increase / decrease in shareholding

specifying reasons for increase /decrease (e.g.

allotment /transfer/bonus/sweat equity etc)

Cumulative shareholding during the year

At the end of the year (or on the date of separation, if separated during the year)

No of Equity Shares

%age to total Eq. Shares

Date No of Equity Shares

Reasons No of Equity Shares


No of Equity Shares


Promoter’s Shareholding

182990715 94.46 - NIL - 182990715 94.46 182990715 94.46

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

S. N.

Name of the Shareholder

At the Beginning ofthe year

Date wise increase / decrease in shareholding

specifying reasons for increase /decrease (e.g.

allotment /transfer/bonus/sweat equity etc)


At the end of the year (or on the date of separation,

if separated during the year)

No of Equity Shares





No of Equity Shares


1 Baring Pvt Equity Asia III (Mauritius) Holdings (3) Ltd

10714285 5.53 - Nil - Nil 10714285 5.53

2 Anuradha 10000 0.01 - Nil - Nil 10000 0.01

(v) Shareholding of Directors & Key Managerial Personnel

S. N.

Name of the Shareholder

At the Beginning of the year

Date wise increase / decrease in shareholding specifying

reasons


At the end of the year (or on the date of

separation, if separated during the year)

No of Equity Shares





1 Sanjay Singal 12585436 6.50 - Nil - 12585436 6.50 12585436 6.50

2 Aarti Singal 5969324 3.08 - Nil - 5969324 3.08 5969324 3.08

V. Indebtedness Indebtedness of the Company including interest outstanding/accrued but not due for payment

(` in Lacs)

S.N.

Particulars Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

A Indebtedness at the Beginning of the year

i Principal Amount 28,96,039.30 1,59,794.68 0.00 30,55,833.98

ii Interest due but not paid 0.00 0.00 0.00 0.00

iii Interest accrued but not due 14,443.18 289.20 0.00 14,732.38

Total (i+ii+iii) 29,10,482.48 1,60,083.88 0.00 30,70,566.36

25


26

S.N.

Particulars Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

B Change in Indebtedness during the fi nancial year

i Addition/Reduction* 3,44,649.91 -14,621.61 0.00 3,30,028.30

ii. Interest Accrued & Due 35,067.30 435.79 0.00 35,503.09

iii. Interest Accrued but not due 20,741.76 -78.88 0.00 20,662.88

Net Change 4,00,458.97 (-)14,264.70 0.00 3,86,194.27

C Indebtedness at the end of the fi nancial year

i Principal Amount 32,40,689.21 1,45,173.07 0.00 33,85,862.28

ii Interest due but not paid 35,067.30 435.79 0.00 35,503.09

iii Interest accrued but not due 35,184.94 210.32 0.00 35,395.26

Total (i+ii+iii) 33,10,941.45 1,45,819.18 0.00 34,56,760.63

*Include exchange fl uctuation

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(` In lacs)

Particulars of Remuneration Sanjay Singal

Aarti Singal

R.P Goyal H.C Verma*

R.N Yadav Dinesh Yadav

A K** Khushu

Total

1 Gross Salary

a Salary as per provisions contained in section 17(1) of the Income-tax Act,1961

76.52 40.50 35.25 5.36 30.31 4.10 0.00 192.04

b Value of perquisites u/s17(2) Income-tax Act,1961


c Profi ts in lieu of salary under section 17(3) of income tax Act , 1961


2 Stock Option Nil Nil Nil Nil Nil Nil Nil Nil

3 Sweat Equity Nil Nil Nil Nil Nil Nil Nil Nil

4 Commission Nil Nil Nil Nil Nil Nil Nil Nil

i As % of profi ts Nil Nil Nil Nil Nil Nil Nil Nil

ii Others (specify) Nil Nil Nil Nil Nil Nil Nil Nil

5 Total (A) 76.52 40.50 35.25 5.36 30.31 4.10 0.00 192.04

6 Ceiling as Per Act (Schedule V)

301.42 301.42 301.42 301.42 301.42 301.42 301.42

* Resigned from whole time directorship w.e.f 29.05.2014 but continue to be a director **Resigned from directorship w.e.f 20.05.2014 B. Remuneration to other directors (Independent /other Non Executive)

(` In Lacs)

Name of Directors Category Fee for attending Board Meeting

Commission Others, Please specify

Total

1 R D Batra Independent 0.75 NIL NIL 0.75

2 Anil Supanekar Independent 0.75 NIL NIL 0.75

3 Dinesh Kumar Behl Independent 0.75 NIL NIL 0.75

Total B(1) 2.25 NIL NIL 2.25

4 S N Baheti Nominee 0.075 NIL NIL 0.075

5 Yashpal Gupta Nominee 0.075 NIL NIL 0.075

` In lacs)


27

6 Jimmy Mehatani Nominee NIL NIL NIL NIL

Total B(2) 0.15 NIL NIL 0.15

Total B (1+2) 2.40 NIL NIL 2.40

7 Total Managerial Remuneration 194.44 NIL NIL 194.44

8 Overall Ceiling as per the Act 1,507.10 NIL NIL 1507.10

VI. Particulars of Remuneration of Directors and Key Managerial Personnel* other than MD/Manager/ WTD(` In lacs)

S. N.

KMP Gross Salary Stock Option/Sweat Equity /Commission

Others , if any Specify

Total Salary as per provisions

contained in section 17(1) of the Income-tax Act, 1961

Value of perquisites u/s17(2) Income-tax

Act, 1961

Profi ts in lieu of salary under section17(3)

Income-tax Act, 19611(a) 1(b) 1(c) 2, 3 & 4 5 6

1 CFO 27.96 Nil Nil Nil Nil 27.96

2 Company Secretary 9.57 Nil Nil Nil Nil 9.57

* One of the Whole Time Director is CEO designated VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description

Details of Penalty/ Punishment/ Compounding fees imposed

Authority [ RD/ NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANYPenalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

B. DIRECTORSPenalty NIL NIL NIL NIL NIL



C. OTHER OFFICERS IN DEFAULTPenalty NIL NIL NIL NIL NIL



` In lacs)


28

Annexure B

BHUSHAN POWER & STEEL LTD REMUNERATION POLICY

(FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES)

1. Regulatory Requirement Pursuant Section 178 and other applicable provisions of Companies Act, 2013, (Act) and rules made thereunder and Clause 49 of Listing

Agreement (for listed Companies only), the Nomination and Remuneration Committee (“Committee”) shall formulate the criteria for determining qualifi cations, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

The Policy has been framed by the Nomination and Remuneration Committee of the Board of Directors and based on its recommendation, approved by the Board of Directors of the Company. The policy may be reviewed by the Nomination and Remuneration Committee of the Board of Directors.

2. Purpose Remuneration Policy (“Policy”) provides a framework for remuneration to be paid to the members of the Board of Directors (“Board”) and Key

Managerial Personnel (“KMP”) of the Company (collectively referred to as “Executives”). The expression KMP shall have the same meaning as defi ned under the provisions of Act. The Policy also provides a framework for identifi cation of persons who are qualifi ed to become directors.

3. Objectives 3.1 The remuneration policy seeks to enable the company to provide a well- balanced and performance-related compensation package,

taking into account shareholder interests, industry practices and relevant Indian corporate regulations.

3.2 The remuneration policy will ensure that the interests of Executives are aligned with the business strategy and risk tolerance, objectives, values and long-term interests of the company and will be consistent with the “pay-for-performance” principle.

3.3 The remuneration policy will ensure that remuneration to Executives involves a balance between fi xed pay and incentive (by way of increment/bonus/ promotion/any other form) refl ecting short and long-term performance objectives appropriate to the working of the company and its goals.

4. Principles of Remuneration and Criteria for determining Remuneration 4.1 the level and composition of remuneration is reasonable and suffi cient to attract, retain and motivate directors and KMP of the quality

required to run the company successfully;

4.2 relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

4.3 remuneration to directors, key managerial personnel and senior management involves a balance between short and long term performance objectives appropriate to the working of the company and its goals

The criteria for determining the remuneration shall be broadly guided by:

4.4 Skills,

4.5 Requisite qualifi cation, commensurate with the Job profi le

4.6 characteristics and

4.7 experience in business, government, academics, technology, human resources, social responsibilities, fi nance, law etc. and in such other areas as may be considered relevant or desirable to conduct the Company’s business in a holistic manner and as may be decided by Committee.

4.8 Director should possess high level of personal and professional ethics, integrity and values. They should be able to balance the legitimate interest and concerns of all the Company’s stakeholders in arriving at decisions, rather than advancing the interests of a particular constituency.

4.9 Directors must be willing to devote time and energy in carrying out their duties and responsibilities effectively. They must have the aptitude to critically evaluate management working.

4.10 In case of other employees other than director, KMP, the criteria will be decided by the HR department.


29

5. Remuneration to Executives 5.1 Executives may be paid remuneration by way of fi xed salary and allowances as per Company rules subject to the provisions of companies

Act, 2013

5.2 Personal benefi ts Executives may have access to benefi ts/perquisites as per the rules and regulations of the Company. Executives may also be entitled to retirement benefi ts such as provident fund, gratuity and/or such other benefi ts as per the rules of the Company.

5.3 The Remuneration of other employee other than Executives will be decided by the HR department of the Company in accordance with the skill, qualifi cation and experience.

6. Remuneration to non-executive directors 6.1 Non - Executive may be paid remuneration by way of sitting fee and reimbursement of expenses for participation in the Board and other

meetings and commission and/or such other payments as may be permitted by the law applicable to such payments. Such payments shall be subject to the provisions of Companies Act, 2013.

7. Amendments to this Policy The Nomination and Remuneration Committee is entitled to amend this policy including any amendment or discontinuation of one or more

incentive programmes introduced in accordance with this Policy.


30

Annexure - C to Board’s Report Information as per section 134 (q) of Act read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March 2015.(i). if employed throughout the fi nancial year, was in receipt of remuneration for that year which, in aggregate was not, less than sixty lakhs.

S. N.

Name Designation of the

employee

Remuneration received

( ` in Lacs)

Nature of employment.

Whether contractual

or other wise

Qualifi cation and

experience

Date of commencement of employment

Age of such

employee (Yrs)

Last employment held by the employee

before joining the company

%age of share

holding held

in the company within the meaning

5(2)

Whether such

employee(s) is relative of any director or manger.

Name of such

Director or manager

i ii iii iv v vi vii viii ix x xi

1. Mr. Sanjay Singal

Chairman & Managing Director

76.52 Contractual approved by members of the Company

Graduate 33 yrs

Appointed on 30.06. 2003. (Re-appointed on 30.06. 2013)

55 Bhushan Steel Ltd As Managing Director

10.61 Mrs Aarti Singal, Director (Admn)

Notes:i. Remuneration as shown includes salary, allowances, medical expenses, house rent, taxable value of perquisites but excludes gratuity provision.ii if employed part of the fi nancial year, was in receipt of remuneration for any part of that year at a rate which, in aggregate was not, less than

fi ve lakhs per month.

S. N.


employee


(` in Lacs)


Whether contractual

or other wise

Qualifi cation and

experience

Date of commence-

ment of employment

Age of such

employee (Yrs)

Last employment held by the

employee before joining the company

%age of share holding

held in the company within the

meaning 5(2)

Whether such employee(s) is relative

of any director or manger. Name of such Director or manager

i ii iii iv v vi vii viii ix x xi

NIL

(iii) if employed throughout the fi nancial year or part thereof, as the case may be, was in receipt of remuneration in that year or for any part thereof, is in excess of remuneration drawn by managing director or whole time director and hold himself or alongwith his spouse or dependent children not less than 2% of share capital of the Company.

S. N.


employee


(` in Lacs)


Whether contractual or

other wise

Qualifi cation and

experience

Date of commence-ment of em-

ployment

Age of such employee

(Yrs)

Last employment held by the employee

before joining the company

%age of share holding held in the company

within the meaning 5(2)

Whether such employee(s) is relative

of any director or manger. Name of such Director or manager

NIL


31

Annexure D to Board’s ReportForm No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,Bhushan Power & Steel Limited4th Floor, Tolstoy House, 15-17, Tolstoy MargConnaught Place,New Delhi- 110001

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by BHUSHAN POWER & STEEL LIMITED (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verifi cation of the BHUSHAN POWER & STEEL LIMITED’S books, papers, minute books, forms and returns fi led and other records maintained by the company and also the information provided by the Company, its offi cers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the fi nancial year ended on March 31, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns fi led and other records maintained by BHUSHAN POWER & STEEL LIMITED (“the Company”) for the fi nancial year ended on March 31, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder- Not Applicable being an unlisted company.

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013- Not Applicable being an unlisted company.

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992- Not Applicable being an unlisted company.

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009- Not Applicable being an unlisted company.

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 - Not Applicable being an Unlisted company.

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- Not Applicable being an unlisted company.

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client- Not Applicable being an Unlisted company.


g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009- Not Applicable being an unlisted company.

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998- Not Applicable being an unlisted company.

(vi) The major provisions and requirements have also been complied with as prescribed under all applicable Labour laws viz. The Factories Act, 1948, The Payment of Wages Act, 1936, The Minimum Wages Act, 1948, The Payment of Bonus Act, 1965, The Employees Compensation Act, 1923 etc.

(vii) Environment Protection Act, 1986 and other environmental laws.

(viii) Hazardous Waste (Management and Handling) Rules, 1989 and the Amendments Rules, 2003.

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India -Not notifi ed, hence not applicable to the company during the audit period.

b) The Listing Agreements entered into by the Company with Stock Exchanges- Not Applicable being an unlisted company.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

Based on our examination and the information received and records maintained, I further report that

1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

2. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent well in advance, and a system exists for seeking and obtaining further information and clarifi cations on the agenda items before the meeting and for meaningful participation at the meeting.

3. All decision is carried through majority while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

4. The company has proper board processes.

Based on the compliance mechanism established by the company and on the basis of the compliance certifi cate(s) issued by the Company Secretary/ Offi cers and taken on record by the board of directors in their meeting(s), I am of an opinion that:

1. There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

2. Based on the examination of the relevant documents and records on test check basis the company has Complied with the following laws specifi cally applicable to the company:

a) The Electricity Act, 2003

b) The Explosives Act, 1884 read with The Explosives Rules, 2008.

c) The Petroleum Act, 1934 read with The Petroleum Rules, 2002

d) The Motor Vehicle Act, 1988

I further report that during the audit period under review:

1. The company passed a Special Resolution pursuant to Section 14 of Companies Act, 2013 for alteration of the Articles of Association in alignment with the provisions of The Companies Act, 2013.

32


2. During the Audit period the company accepted unsecured loans from its promoters, pursuant to the stipulations imposed by the banks, which were subsequently converted into 2% Cumulative Compulsorily Convertible Preference Shares. Consequently, on exercise of option attached to the term of loan, the company has issued and allotted 2,89,349 2% Cumulative Compulsorily Convertible Preference Shares during the fi nancial year 2014-15.

Apart from the businesses stated above, there are no instances of:

(i) Redemption / buy-back of securities.

(ii) Merger / amalgamation / reconstruction etc.

(iii) Foreign technical collaborations.

Place : Chandigarh For A. ARORA & COMPANYDate : 27.06.2015 Sd/-

AJAY K. ARORA(Proprietor)

Company Secretary In PracticeFCS No. 2191

C P No.: 993This report is to be read with our letter of even date which is annexed as “Annexure A” and forms an integral part of this report.

33


“Annexure-A”To, The Members Bhushan Power & Steel Limited 4th Floor, Tolstoy House, 15-17, Tolstoy Marg Connaught Place, New Delhi- 110001Our report of even date is to be read along with this letter.1. Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these

secretarial records, based on our audit.2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents

of secretarial records. The verifi cation was done on test basis to ensure that the correct facts are refl ected in secretarial records. We believe that the processes and practices, we followed, provide a reasonable basis for our opinion.

3. We have not verifi ed the correctness and appropriateness of fi nancial records and books of accounts of the company.4. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of

events etc.5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of the management.

Our examination was limited to the extent of verifi cation of procedures on test basis.6. The secretarial audit report is neither an assurance as to the future viability of the company nor of the effi cacy or effectiveness with which the

management has conducted the affairs of the company.

Place : Chandigarh For A. ARORA & CODate : 27.06.2015

Sd/-AJAY K. ARORA

(Proprietor)Company Secretary In Practice

FCS No. 2191C P No.: 993

34


Annexure E to the Board Report INFORMATION PURSUANT TO SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF COMPANIES (ACCOUNTS) RULES, 2014(A) CONSERVATION OF ENERGY -

(i) The steps taken or import on conservation of energy;

At Odisha Plant:

Major energy saving measures was taken up during this year, which has given substantial savings. Details are as follows:

• DC drives of DRI Kiln Cooler of Kiln 1, 2, 3 & 4 were replaced with energy effi cient ABB make VVVF Drives. 45 Kwh per Kiln power saving had been achieved.

• All fi ve numbers Air Compressor Station were joined in common ring header of Instrument and Service cum Process Air of all units of the total Plant, which has lead to the optimum loading of Compressors and switching of other Compressors. Power savings equivalent to three Compressors i.e., 3 x 630 = 1830KW/H was achieved.

AT Kolkata Plant:

• Electrical energy savings for shed lighting introduced in two numbers of sheds by installing Controlled Auto Voltage Transformers.The above initiative has resulted into energy savings of 125300 KWH annually

• The new product developed has been well accepted in the market of Africa and has resulted in new avenue of export growth. Repeat orders has been executed for various African markets. Company had already planned to setup one dedicated unit at our Odisha plant.

(ii) The steps taken by the company for utilising alternate source of energy;

Nil

(iii) The capital investment on energy conservation equipments;

Not segregated

(B) TECHNOLOGY ABSORPTION -

(i) The efforts made towards technology absorption;

Company has adopted following technologies for its plant at Odisha:-

• Lurgi Technology for Sponge iron production.

• SSIT-CHINA for Blast furnace.

• TECHINT-ITALY technology for steel making.

• SMS- SIEMAG for six stand hot strip mill.

• Danielli, Italy for Wire & Rod Mill of alloy grades.

• AJAX-TOCCO, USA make High Frequency Furnace for Acrylic coating in Color Coating Line.

• CMI Belgium technology for cold rolling mills including the mills at Kolkata plant.

• ABB, Sweden make Flatness Control System for Cold Rolling Mills.

• OUTOTEC, Germany Technology Pellet Plant.

• Bradley, UK make Coke and Bentonite for Grinding Mills

• Metso Minerals, Sweden Technology &Allminerals, USA Technology for Iron Ore Fines Benefi ciation Plant.

• LINDE, Germany Technology for Oxygen Plant.

• The market share in narrow width segment increased as a result of capacity enhancement.

35


36

(ii) The benefi ts derived like product improvement, cost reduction product development or import substitution;

Company derived the following benefi ts from DRI plant system

• Recovery of waste heat from Kiln of gas producing about 11MW per kiln.

• Utilization of char, produced as waste from DRI kilns as a fuel fl uidized bed combustion boiler.

• Utilization of middling of coal washery as a fuel in fl uidized bed combustion boiler as a fuel.

• Cost of production shall be reduced due to its backward integrated facilities.

• Consistent good operational procedures implemented for cold rolling mills to reduce yield loss of upto 1.3% leading to cost reduction.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the fi nancial year) -

(a) The details of technology imported; The basic engineering of CSP Plant for HR Coil has been given by SMS Siemag, Germany.Necessary modifi cations to adopt this imported technology for Indian conditions as well as for requirement of export market have been carried out indigenously successfully.

(b) The year of import; Technology from SMS Siemag, Germany imported in year 2005-06

(c) Whether the technology been fully absorbed

Technology has been fully absorbed

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

Not Applicable

(iv) The expenditure incurred on Research and development

Nil

(C) FOREIGN EXCHANGE EARNING AND OUTGO -

Foreign Exchange earned in terms of actual infl ows during the year and Foreign Exchange outgo during the year in terms of actual outfl ow

Earned: ` 1519.43 Crores

Used: ` 2773.55 Crores


37

Annexure-F to Board’ Report Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Names of the related party

Nature of relationship

Nature of contracts/ arrangements/ transactions

Duration of the contracts/ arrangements/ transactions

Salient Terms of the contracts or arrangements or transactions including the value (in lakhs)

Date of approval by the Board (Omnibus approval)

Amount paid as advances

(a) (b) (c) (d) (e) (f) (g)

Evergrowing Iron & Finvest Pvt Ltd

Director is a member

Sale/Purchase For one year At market price as applicable to non related customers. ` 20,030 ` 45,000

07.07.2014 and 27.09.2014

NIL

Flawless Holdings & Industries Pvt Ltd


Sale/Purchase For one year At market price as applicable to non related customers. ` 10,100 ` 2

07.07.2014 and 27.09.2014

NIL

Kishorilal Constructions Pvt Ltd


Services availed For one year Services are availed at market price ` 2,250

07.07.2014 and 30.12.2014

NIL

Titanic Steel Industries Pvt Ltd


Services availed For one year Services are availed at market price ` 1,750

07.07.2014 and 30.12.2014

NIL

Drester Barter Pvt Ltd


Services availed/ rendered

For one year Services are availed/ rendered at market price ` 18 ` 6.40

07.07.2014 NIL

Atmaram House Investment Pvt Ltd

Director is a member and Director

Arrangement/ Services availed

For one year At market rate on arm’s length basis ` 13,700 ` 8.40

07.07.2014 NIL

Bhushan Information Technologies Pvt Ltd


Services availed/ rendered

For one year Services are availed/ rendered at market price ` 66 ` 7

07.07.2014 NIL

Adarsh Info Tech Pvt Ltd


Services availed For one year Services are rendered at market price ` 3

07.07.2014 NIL

Gainda Mal Chiranji Lal Pvt Ltd


Services availed For one year At applicable market price on arm’s length basis ` 1800

07.07.2014 and 30.12.2014

NIL

Vintage Steel Private Ltd


Services availed For one year At applicable market price ` 600

30.12.2014 NIL

Shivalikview Steel Trading Pvt Ltd


Sales For one year At applicable market price ` 50

30.12.2014 NIL


38

Names of the related party

Nature of relationship

Nature of contracts/ arrangements/ transactions

Duration of the contracts/ arrangements/ transactions

Salient Terms of the contracts or arrangements or transactions including the value (in lakhs)

Date of approval by the Board (Omnibus approval)

Amount paid as advances

(a) (b) (c) (d) (e) (f) (g)

Sanjay Singal CMD Remuneration Five year Within permissible limits of Sch V of the Act

30.09.2013 (Approved by Shareholders)

Nil

Aarti Singal Director (Administration)

Remuneration Five year Within permissible limits of Sch V of the Act


Nil

R P Goyal Director (Commercial)



Nil

R N Yadav Director (Technical)



Nil

Dinesh Kumar Yadav

Director (Project) Remuneration Five year Within permissible limits of Sch V of the Act

31.01.2015 Approved by Shareholders)

Nil

H C Verma Director Remuneration Resigned w.e.f. 29.05.2014 as Whole time Director

Within permissible limits of Sch V of the Act


Nil

Note. In addition to the above, also refer the related party transactions under Accounting Standard 18 at Note No 38 of the fi nancial statementsFor and on behalf of Board of Directors

Place : New DelhiDated : 29.06.2015 Sd/- (Sanjay Singal)

Chairman & Managing DirectorDIN: 00006579


39

Annexure – G to Board’s Report Annual Report on CSR Activities

S. N.

Particulars Remarks

1 A brief outline of the company’s CSR policy including overview of projects or programme proposed to be undertaken and a reference to web-link to CSR policy and projections or programme.

CSR policy, refl ecting ethos of the company, broad areas of CSR interest and overview of activities, proposes rural focus and woman empowerment. Detailed CSR policy can be reached at http://www.bpsl.net/policy-documents.htmlPolicy states the list of activities/projects undertaken/to be undertaken in future.

2 The composition of the CSR Committee Constitution of the Committee comprises One independent director and two executive directors

3 Average Net Profi t of the company for the last three fi nancial years

` 875.49 Crores

4 Prescribed CSR expenditure (2% of the amount as in item 3 above)

` 17.51 Crores. (Calculated in accordance with section 198 of the Act.

5 Details of CSR spent for the fi nancial year

a total amount to be spent for the fi nancial year ` 16.20 Crores (Budgeted outlay for the fi nancial year)

b amount spent , if any. ` 15.07 Crores

C Manner in which the amount during the fi nancial year is detailed below

As per statement annexed at Annexure F(i)

6 In case the company has failed to spend the 2% of Average Net Profi t (INR) of last 3 fi nancial years, the company shall provide the reasons for not spending the amount in its board report

Due to the reasons stated in the Board Report, company incurred losses in the later part of the year. Due to fi nancial constraints company could spend 1.72% of the average net profi ts of the preceding three years profi t on CSR activities

7 A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company

The members of the CSR Committee declare that the CSR Policy and the programmes therein underlined have been implemented as per plan in 2014-15. Committee monitored the same quarterly in letter and spirit and in compliance with CSR Objectives. The expenditure spent is 1.72% of the three years average net profi t. Reasons for less spending is stated in Directors’ Report

For Bhushan Power & Steel Ltd

R. P. Goyal (Sanjay Singal)Chairman (CSR Committee) Chairman & Managing DirectorDIN: 00006595 DIN: 00006579


40

Annexure – G(i) Project/Programme wise details of CSR Activities

S. N.

CSR project/ activity identifi ed

Sector in which the project or Programme is covered

Projects/Programmes (i) Local areas or others. (2) Specify the state and district where project / Programme undertaken

Amount outlay** (budget) project/ Programme wise ( ` in Crores)

Amount spent on the project or Programme Sub head (Direct expenditure on project or Programme and over heads) ( ` In Crores)

Cumulative spend upto the reporting period (2014-15) ( ` in Crores)

Amount spent Direct or through implementing agency

1 Bus stand in Sambalpur Rural Development

Sambhalpur Distt Sambalpur

4.00 4.01 4.01 Direct

2 Provision of Potable Drinking Water to 5 villages around

Water Jharsugda, (Distt Jharsugda) Odisha

4.00 1.78 1.78 Direct

3 Road and ponds construction

Rural Development

Jharsugda, (Distt Jharsugda) Odisha

5.00 7.65 7.65 Direct

4 Construction of Boundary wall around the school & Stadium Gallary

Education & Sports


0.60 0.57 0.57 Direct

5 Tree Plantation and maintenance of Green Belt

Environment and Ecology


0.85 0.37 0.37 Direct

6 Conducting Health camps Preventive Healthcare


0.75 0.57 0.57 Direct

7 Livelihood creation for women

Women Empowerment


1.00 0.12 0.12 Direct

Total 16.20 15.07 15.07

Note : against 2% expenditure of ` 17.51 Crores , budgeted outlay was ` 16.20 Crores.


40

Annexure – G(i) Project/Programme wise details of CSR Activities

S. N.

CSR project/ activity identifi ed

Sector in which the project or Programme is covered

Projects/Programmes (i) Local areas or others. (2) Specify the state and district where project / Programme undertaken

Amount outlay** (budget) project/ Programme wise ( ` in Crores)

Amount spent on the project or Programme Sub head (Direct expenditure on project or Programme and over heads) ( ` In Crores)

Cumulative spend upto the reporting period (2014-15) ( ` in Crores)

Amount spent Direct or through implementing agency

1 Bus stand in Sambalpur Rural Development

Sambhalpur Distt Sambalpur

4.00 4.01 4.01 Direct

2 Provision of Potable Drinking Water to 5 villages around

Water Jharsuguda, (Distt Jharsuguda) Odisha

4.00 1.78 1.78 Direct

3 Road and ponds construction

Rural Development

Jharsuguda, (Distt Jharsuguda) Odisha

5.00 7.65 7.65 Direct

4 Construction of Boundary wall around the school & Stadium Gallary

Education & Sports


0.60 0.57 0.57 Direct

5 Tree Plantation and maintenance of Green Belt

Environment and Ecology


0.85 0.37 0.37 Direct

6 Conducting Health camps Preventive Healthcare


0.75 0.57 0.57 Direct

7 Livelihood creation for women

Women Empowerment


1.00 0.12 0.12 Direct

Total 16.20 15.07 15.07

Note : against 2% expenditure of ` 17.51 Crores , budgeted outlay was ` 16.20 Crores.


41

Annexure – H to Board’s ReportREPORT ON CORPORATE GOVERNANCE1. VISION A focused mindset with continuous learning aimed to have completely integrated operations for self reliance and to be the global leader in the

business. 2. MISSION To attain a level where there is no defi ned limit for growth, to promote a work climate that harness the best of human potential, encourage to

compete with self, protect environment and to explore all possible means for unmatched growth. 3. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE Company’s guiding principles are focused to achieve highest standard of Corporate Governance. Company believes in adopting the best

practices in the area of Corporate Governance. Board is accountable to all the stakeholders for good governance to ensure transparency in its operations, make appropriate disclosure and enhance stakeholder’s value by value addition and customer satisfaction.

4. BOARD OF DIRECTORS The Board of Directors presently consists of eleven Directors, details of Executive, Non-Executive and Independent Directors are as under, out

of which fi ve Directors are Non-Executive and Independent Directors.

Sr. No. Category Name of the Director 1. Executive Directors 1. Mr. Sanjay Singal

2. Mrs. Aarti Singal

3. Mr. R. P. Goyal

4. Mr. R. N. Yadav

5. Mr. Dinesh Kumar Yadav

2. Non Executive and Independent Directors 1. Mr. Anil S Supanekar

2. Mr. R. D. Batra

3. Mr. Dinesh Kumar Behal

3. Non Executive Nominee Director 1. Mr. Dev Dutt Das (Nominee IDBI Bank Ltd)

2. Mr. Jimmy Mahtani (Investors Nominee Director)

4. Non Executive Professional Director 1. Mr. H. C. Verma

None of the Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees across all the Company/ies in which he/she is a Director.

Attendance of each Director at the Board Meetings, last Annual General Meeting and number of other Directorship and Chairmanship/Membership of Committee in various Companies.

S. N.

Name of Director Attendance Particulars No. of other Directorship and Committee Member/Chairmanship

No. of Board Meetings

held

No of Board Meetings attended

Attendance at last AGM

Other Directorship

Committee Member

Committee Chairmanship

1 Mr. Sanjay Singal 5 4 Yes 7 4 4

2 Mrs.Aarti Singal 5 1 Yes 4 2 1

3 Mr. S. N. Baheti (Nominee of IDBI) appointed w.e.f 08.11.2013 and Nomination withdrawn w.e.f 05.08.2014

5 1 No 2 -- --

4 Mr. Anil S. Supanekar 5 5 No -- 2 1

5 Mr. Jimmy Mahtani 5 1 (attended the Meeting through electronic mode)

No 7 -- --


S. N.

Name of Director Attendance Particulars No. of other Directorship and Committee Member/Chairmanship

No. of Board Meetings

held

No of Board Meetings attended

Attendance at last AGM

Other Directorship

Committee Member

Committee Chairmanship

6 Mr. R. P. Goyal 5 4 No 6 6 1

7 Mr. H. C. Verma 5 2 No 1 3 --

8 Mr. R. N. Yadav 5 2 No -- 2 --

9 Mr. R. D. Batra 5 5 No -- 6 1

10 Mr. Dinesh Kumar Behal 5 5 Yes 1 4 1

11. Dinesh Kumar Yadav (Appointed w.e.f 30th December 2014)

5 1 No -- 1 --

12. Mr. Yashpal Gupta (Nominated w.e.f. 27.09.2014 and Nomination withdrawn w.e.f 06.02.2015

5 1 No 1 -- --

13. Mr. Dev Dutt Das (Nominated w.e.f. 24.03.2015

5 Nil No 1 -- --

Number and the dates of Board Meetings During the year 2014-2015 fi ve (05) Board Meetings (including one Meeting of Independent Directors) were held on 7th July 2014,

27th September 2014, 30th December 2014 and 24th March 2015 and Meeting of Independent Directors on 24th March 2015. Notice of the Meeting is given in accordance with the provisions of Companies Act, 2013. The agenda alongwith Explanatory notes are sent to

the Directors in advance.5. AUDIT COMMITTEE Audit Committee of Directors presently consists four Directors as Members namely (i) Mr. Dinesh Kumar Behal (ii) Mr. Anil S. Supanekar,

(iii) Mr. R. P. Goyal and (iv) Mr. R. D. Batra. Mr. Dinesh Kumar Behal is the Chairman of the Audit Committee, who is an independent Director on the Board. The present committee constitution confi rms the requirements of Section 177 of the Companies Act, 2013. Members of the Audit Committee possess accounting exposure. All the recommendation made by the Audit Committee were accepted by the Board. The terms of reference of the Committee has been amended to conform to the provisions of the Companies Act, 2013.

During the year, the Committee held four meetings on 7th July 2014, 27th September 2014, 30th December 2014 and 24th March 2015. 6. COMMITTEE OF DIRECTORS ON BORROWINGS Committee of Board of Directors on Borrowings presently consists of four Directors namely (i) Mr. Sanjay Singal, (ii) Mrs Aarti Singal

(iii) Mr. R. P. Goyal and (iv) Mr. R. D. Batra. Mr. Sanjay Singal is the Chairman of the Committee. During the year under review, 13 Nos. of Meetings of Committee of Board of Directors on Borrowings were held during the year 2014-2015

on 01.05.2014, 16.05.2014, 05.06.2014, 24.06.2014, 28.07.2014, 08.09.2014, 12.09.2014, 25.09.2014, 09.10.2014, 08.11.2014, 02.02.2015, 26.03.2015 and 30.03.2015.

7. SHARE ALLOTMENT & TRANSFER COMMITTEE The Investors’ Grievances, Securities Allotment & Transfer Committee has been renamed as Share Allotment and Transfer Committee and

comprises of (i) Mr. R. D. Batra, (ii) Mr. H. C. Verma, (iii) Mr. R.N. Yadav and (iv) Mr. Dinesh Kumar Behal, Directors of the Company. Independent Director Mr. R. D. Batra is the Chairman of the Committee. The Committee has been constituted inter alia for allotment, approving transfer and transmission of shares, issue of duplicate share certifi cate(s), consolidation and sub-division of share certifi cate(s), offer and issue securities and to do all related matters necessary/incidental thereto and suggest and monitor measures to improve investors’ grievances. During the year under report, two meetings of the Committee were held. Mr R.K. Gupta, President & Company Secretary is the Compliance Offi cer. The terms of reference the committee have been approved by the Board.

8. SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE Company has constituted Shareholders/Investors Grievance Committee comprises of (i) Mrs. Aarti Singal (ii) Mr. R. P. Goyal and

(iii) Mr. Dinesh Kumar Behal as members of the Committee. Mrs. Aarti Singal is the Chairperson of the Committee. Since no grievance received, hence no meeting held during the year under review.

9. PUBLIC ISSUE COMMITTEE The Committee has been constituted and authorized for taking the decisions pertaining inter-alia to public offer, issue & allotment of

securities including debt instruments listed on Stock Exchanges, comprises (i) Mr. Sanjay Singal, (ii) Mr. R. P. Goyal, (iii) Mr. H. C. Verma and (iv) Mr. R. D. Batra, Directors of the Company . During the year under report, no meeting of the Committee was held. The Board has designated Mr. R.K. Gupta, President & Company Secretary as the Compliance Offi cer.

42


10. NOMINATION & REMUNERATION COMMITTEE The Nomination & Remuneration Committee constituted for fi xation of remuneration of the Executive Directors of the Company. Members of

the Committee have recommended the remuneration policy. The terms of reference of the Committee has been amended by the Board. The Committee reviews the Company’s policy on specifi c remuneration package. Presently, the Committee comprises of (i) Mr. Anil S. Supanekar, (ii) Mr. R. D. Batra and (iii) Mr. Dinesh Kumar Behal as Members. Mr. Anil S. Supanekar is the Chairman of the Committee. Two meetings of the Committee were held during the year under review.

11. PROJECT MANAGEMENT COMMITTEE The Committee has been reconstituted for monitoring the progress of the Project(s) of the Company being set up at Odisha. The committee

comprises of (i) Mr. Sanjay Singal, (ii) Mr. R.N.Yadav, (iii) Mr. R.N.Pattajoshi and (iv) Mr. Arun Agarwal as members. 12. STRATEGIC INVESTMENT COMMITTEE The Committee has been constituted for making strategic investments interalia for acquiring any venture having raw material or technology or

otherwise for the plants of the Company. The Committee at present comprises (i) Mr. Sanjay Singal, (ii) Mr. H C Verma and (iii) Mr. R. P. Goyal as members of the Committee. Mr. Sanjay Singal is the Chairman of the Committee. Meetings are held as and when required.

13. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE) The CSR Committee constituted pursuant to Section 135 of the Companies Act, 2013 (Act) to undertake the activities as specifi ed in Schedule

VII of the Act and monitor the Corporate Social Responsibility Policy of the Company from time to time. The Committee at present comprises (i) Mr. R. P. Goyal (ii) Mr. R. D. Batra and (iii) Mr. Dinesh Kumar Yadav, Directors and (iv) Mr. Ranjit Ghosh as member of the Committee. Mr. R. P. Goyal is the Chairman of the Committee. During the year under Report, three meetings of the Committee were held. For annual report on expenditure on CSR activities refer Annexure F of the Board Report.

14. GENERAL BODY MEETING: (a) Location and time for the last three (03) Annual General Meetings (AGMs):

Year Location Date Time

2011-12 4th Floor, Tolstoy House, 15-17, Tolstoy Marg, Connaught Place, New Delhi 17.09.2012 2.30 P. M.

2012-13 4th Floor, Tolstoy House, 15-17, Tolstoy Marg, Connaught Place, New Delhi 30.09.2013 2.30 P.M

2013-14 4th Floor, Tolstoy House, 15-17, Tolstoy Marg, Connaught Place, New Delhi 22.09.2014 10.30 A.M

(b) One Extra Ordinary General Meeting of the Shareholders was held on 31st January 2015 during the year under report. (c) Passing of Resolution by Shareholders through Postal Ballot is not presently applicable to the Company under the Act.15 (a) Disclosure on materially signifi cant related party transactions i.e. transactions of the Company of material nature, with its

Promoters, the Directors or the Management, their subsidiaries or relatives etc. that may have potential confl ict with the interest of the Company at large.

There was no materially signifi cant transaction with related parties, which was in confl ict with duties and interest of the Company. For related party transaction, please refer to Annexure E to Board Report and Note No 38 of fi nancial statement.

(b) Detail of non-compliance by the Company, penalties and strictures imposed on the Company by any statutory authority, on any matter related to provisions of Companies Act, 1956/Companies Act, 2013 during the last three years.

None16. MEANS OF COMMUNICATION: Annual Report is circulated to the Shareholders. Company has its own website. www.bpsl.net17. GENERAL SHAREHOLDERS INFORMATION (i) Financial Calendar - 1st April to 31st March (ii) Dividend/Interim Dividend Payment Date: Within 30 days from the date of declaration. (iii) Dematerialsation Mode (Demat): Company has electronic connectivity with both the depositories namely NSDL and CDSL to extend

facility to its shareholders to hold shares in electronic mode. The Company’s ISIN is INE 347F01016. Shareholders have availed the demat facility and about 89.20% total shares are in demated.

(iv) Share Certifi cates: Share certifi cates are also in physical form. (v) Registrar for Connectivity: Link Intime India Pvt Ltd, 44, Community Centre, 2nd Floor, Naraina Industrial Area, Phase-II, Near Batra Banquets, Naraina,

New Delhi-110 028 has been appointed as Registrar for connectivity with NSDL & CDSL. (vi) Distribution of Shareholding as on 31.03.2015 For detail of distribution of shareholding, please refer to Annexure A of Board’s Report.

43


(vii) Location of Plants: a. Plot No. 3, 71, 83, 141-142 at Industrial Area, Phase-1, Chandigarh b. Village Haripur Khura, Ambala-Chandigarh Road, Dera Bassi, Distt Mohali, (Punjab) c. NH-2, Bangihatti, Mallickpara (Hooghly) Serampore, Kolkata, West Bengal d. Village Thelkoloi and Dhubenchapper Tehsil Rengali Distt Sambalpur, Odisha e. C - Plot No. 55 KIABD, Industrial Area, Chintamani Road, Hoskote Taluk, bangalore, Karnataka. (viii) Customer Service Centre: Company has following customer service centers to meet the specifi c requirements of the small/tiny/ancillary units, customers and OEMs. a. Aurangabad, Pune, Nasik (Maharashtra) b. Pantnagar (Uttrakhand) c. Hosur (Tamil Nadu) d. Ludhiana (Punjab) e. Manesar, Faridabad (Haryana) f. Ghaziabad, Kanpur (Uttar Pradesh) g. Chennai (Tamil Nadu) h. Kochi (Kerala) (ix) Sales Network Company has about 85 sales outlets/sale centre across the country to provide services to the Customers to their satisfaction. For location

of the sales network, please visit company’s site www.bpsl.net

44


(vii) Location of Plants: a. Plot No. 3, 71, 83, 141-142 at Industrial Area, Phase-1, Chandigarh b. Village Haripur Khura, Ambala-Chandigarh Road, Dera Bassi, Distt Mohali, (Punjab) c. NH-2, Bangihatti, Mallickpara (Hooghly) Serampore, Kolkata, West Bengal d. Village Thelkoloi and Dhubenchapper Tehsil Rengali Distt Sambalpur, Odisha e. Plot No. 55 KIABD, Industrial Area, Chintamani Road, Hoskote Taluk, Bangalore, Karnataka. (viii) Customer Service Centre: Company has following customer service centers to meet the specifi c requirements of the small/tiny/ancillary units, customers and OEMs. a. Aurangabad, Pune, Nasik (Maharashtra) b. Pantnagar (Uttrakhand) c. Hosur (Tamil Nadu) d. Ludhiana (Punjab) e. Manesar, Faridabad (Haryana) f. Ghaziabad, Kanpur (Uttar Pradesh) g. Chennai (Tamil Nadu) h. Kochi (Kerala) (ix) Sales Network Company has about 85 sales outlets/sale centre across the country to provide services to the Customers to their satisfaction. For location

of the sales network, please visit company’s site www.bpsl.net

44


MANAGEMENT DISCUSSION & ANALYSIS STEEL OVERVIEW

World Steel Association forecast that steel consumption would have grown by 2% in 2015. Steel consumption in Asia, expected to increase by 0.6% y.o.y., will reach 1,594 million tonnes. The continued slowdown in real estate sector is the main reason behind the slowdown in Chinese steel Consumption. The construction sector accounts for more than half of China Steel consumption. Chinese Government is taking steps to address the stagnating growth in its economy. Companies like ArcelorMittal and Mechel OAO are negatively impacted by the slowdown in global steel demand. European steel demand is expected to increase by 2.1% this year. The latest economic data does point to a recovery in the European economy. However there are still several sectors, like housing, construction where demand is still week. The European steel industry has been severely impacted by increased imports from China and Russia. In Russia steel production increase by 4.5% so far, in 2015. However CIS Steel consumption slowed down over this period .

India’s outlook is improving, India’s steel demand is expected to grow by 3.4%. Last year steel consumption in India increased by 2.2.%. According to the world steel association estimates, steel demand in India expect to increase 25% by 2030. Lower capacity utilization is a negative sign for global steel industry. With capacity utilization rate, competition increases between existing industry players, this put pressure on steel prices. Per capital fi nished steel consumption estimated at 219 kg for world, 545 kg for China by WSA against 59 kg for India.

STEEL INDUSTRY REVIEW IN INDIA

Cancellation of coal blocks allotted between 1993 to 2008 pursuant to the order dated 25.09.2014 of the Honble Supreme Court of India and Shah commission Report on stopping of unauthorised mining has adversely impacted the Steel Industry. Coal which is one of major raw materials for steel and power industries. The Coal Mines (Special Provisions) Ordinance, 2014 Promulgated on 21.10.2014 and thereafter The Coal Mines (Special Provisions) Ordinance, 2014 on 26th December 2014, under which E-auction of coal blocks were initiated and conducted for auction of coal blocks. Steel sector has been put in non-regulatory sector where all other industries i.e. Aluminium, Cement, Captive Power Plants can also participate in E-auction. This has further resulted into less availability of coal blocks for steel industry. Less supply of coal to industry results low productivity which in turn results diffi culties in service of debt.

Government has enacted Mines and Mineral (Development & Regulation) Amendment Act 2015 effective from January 2015 giving a departure of allotment system of allocation of mines and replacing the same with E-auction system. Similarly in coal sector the E-auction process for allocation of mines has been put in place. The favorable results for steel industry and other infrastructure industries viz cement and power is awaited. The E-auction process may facilitate quick disposal of various approvals pending and smooth operation of mines which may turn around the steel industry.

Rapid rise in production has resulted in becoming India the 4th largest producer of crude steel and the largest producer of sponge iron or DRI in the world. Increase in urban population to an estimation of 600 million by 2030 from the current level of 400 million, emergence of the rural market for steel currently consuming around 10 kg per annum buoyed by projects like Bharat Nirman, Pradhan Mantri Gram Sadak Yojana, Rajiv Gandhi Awaas Yojana among others will accelerate the growth of steel production in near future. At the time of its release, the National Steel Policy 2005 had envisaged steel production to reach 110 million tonnes by 2019-20. However, based on the assessment of the current ongoing projects, both in greenfi eld and brownfi eld, 12th Five Year Plan has projected that domestic crude steel capacity in the county is likely to be 140 million tones by 2016-17 and has the potential to reach 149 million tones if all requirements are adequately met. The National Steel Policy 2005 is currently being reviewed keeping in mind the rapid developments in the domestic steel industry (both on the supply and demand sides) as well as the stable growth of the Indian economy since the release of the Policy in 2005. India is the largest producer of sponge iron in the world with the coal based route accounting for 89% of total sponge iron production in the country. The consumption pattern marginally increased with total consumption of 73.89 million tones up by 0.6%.

Domestic steel prices are infl uenced by trends in raw material prices, demand – supply conditions in the market, international price trends among others. The Government earlier took various fi scal and other measures for stabilizing steel prices like signifi cant reduction in import duties on steel, major raw materials, including mineral products and ores and concentrates in last few years. For ensuring quality of steel several items have been brought under a quality control order issued by the Government. Steel Price Monitoring Committee has been constituted by the Government with the aim to monitor price rationalization, analyze price fl uctuations and advise all concerned regarding any irrational price behavior of steel commodity. Indian steel manufacturing market has been paying price for policy logjam. The new Govt has emphasis infrastructure growth, rail and road network and simplifi ed and transparent policy mechanism. Such steps of the Govt. will make a signifi cant positive impact on the uncertain business scenario that was instrumental in pulling down entrepreneurial investment institutions, industrial growth and GDP. Crude steel capacity was 101 million tones in 2013-14 and India, the 4th largest producer of crude steel in the world, has to its credit, the capability to produce a variety of grades and that too, of international quality standards. The country is expected to become the 2nd largest producer of crude steel in the world soon, provided all requirements for creation of fresh capacity are adequately met.


45


MANAGEMENT DISCUSSION & ANALYSIS STEEL OVERVIEW

World Steel Association forecast that steel consumption would have grown by 2% in 2015. Steel consumption in Asia, expected to increase by 0.6% y.o.y., will reach 1,594 million tonnes. The continued slowdown in real estate sector is the main reason behind the slowdown in Chinese steel Consumption. The construction sector accounts for more than half of China Steel consumption. Chinese Government is taking steps to address the stagnating growth in its economy. Companies like ArcelorMittal and Mechel OAO are negatively impacted by the slowdown in global steel demand. European steel demand is expected to increase by 2.1% this year. The latest economic data does point to a recovery in the European economy. However there are still several sectors, like housing, construction where demand is still week. The European steel industry has been severely impacted by increased imports from China and Russia. In Russia steel production increase by 4.5% so far, in 2015. However CIS Steel consumption slowed down over this period .

India’s outlook is improving, India’s steel demand is expected to grow by 3.4%. Last year steel consumption in India increased by 2.2.%. According to the world steel association estimates, steel demand in India expect to increase 25% by 2030. Lower capacity utilization is a negative sign for global steel industry. With capacity utilization rate, competition increases between existing industry players, this put pressure on steel prices. Per capital fi nished steel consumption estimated at 219 kg for world, 545 kg for China by WSA against 59 kg for India.

STEEL INDUSTRY REVIEW IN INDIA

Cancellation of coal blocks allotted between 1993 to 2008 pursuant to the order dated 25.09.2014 of the Honble Supreme Court of India and Shah commission Report on stopping of unauthorised mining has adversely impacted the Steel Industry. Coal which is one of major raw materials for steel and power industries. The Coal Mines (Special Provisions) Ordinance, 2014 Promulgated on 21.10.2014 and thereafter The Coal Mines (Special Provisions) Ordinance, 2014 on 26th December 2014, under which E-auction of coal blocks were initiated and conducted for auction of coal blocks. Steel sector has been put in non-regulatory sector where all other industries i.e. Aluminium, Cement, Captive Power Plants can also participate in E-auction. This has further resulted into less availability of coal blocks for steel industry. Less supply of coal to industry results low productivity which in turn results diffi culties in service of debt.

Government has enacted Mines and Mineral (Development & Regulation) Amendment Act 2015 effective from January 2015 giving a departure of allotment system of allocation of mines and replacing the same with E-auction system. Similarly in coal sector the E-auction process for allocation of mines has been put in place. The favorable results for steel industry and other infrastructure industries viz cement and power is awaited. The E-auction process may facilitate quick disposal of various approvals pending and smooth operation of mines which may turn around the steel industry.

Rapid rise in production has resulted in becoming India the 4th largest producer of crude steel and the largest producer of sponge iron or DRI in the world. Increase in urban population to an estimation of 600 million by 2030 from the current level of 400 million, emergence of the rural market for steel currently consuming around 10 kg per annum buoyed by projects like Bharat Nirman, Pradhan Mantri Gram Sadak Yojana, Rajiv Gandhi Awaas Yojana among others will accelerate the growth of steel production in near future. At the time of its release, the National Steel Policy 2005 had envisaged steel production to reach 110 million tonnes by 2019-20. However, based on the assessment of the current ongoing projects, both in greenfi eld and brownfi eld, 12th Five Year Plan has projected that domestic crude steel capacity in the country is likely to be 140 million tones by 2016-17 and has the potential to reach 149 million tones if all requirements are adequately met. The National Steel Policy 2005 is currently being reviewed keeping in mind the rapid developments in the domestic steel industry (both on the supply and demand sides) as well as the stable growth of the Indian economy since the release of the Policy in 2005. India is the largest producer of sponge iron in the world with the coal based route accounting for 89% of total sponge iron production in the country. The consumption pattern marginally increased with total consumption of 73.89 million tones up by 0.6%.

Domestic steel prices are infl uenced by trends in raw material prices, demand – supply conditions in the market, international price trends among others. The Government earlier took various fi scal and other measures for stabilizing steel prices like signifi cant reduction in import duties on steel, major raw materials, including mineral products and ores and concentrates in last few years. For ensuring quality of steel several items have been brought under a quality control order issued by the Government. Steel Price Monitoring Committee has been constituted by the Government with the aim to monitor price rationalization, analyze price fl uctuations and advise all concerned regarding any irrational price behavior of steel commodity. Indian steel manufacturing market has been paying price for policy logjam. The new Govt has emphasis infrastructure growth, rail and road network and simplifi ed and transparent policy mechanism. Such steps of the Govt. will make a signifi cant positive impact on the uncertain business scenario that was instrumental in pulling down entrepreneurial investment institutions, industrial growth and GDP. Crude steel capacity was 101 million tones in 2013-14 and India, the 4th largest producer of crude steel in the world, has to its credit, the capability to produce a variety of grades and that too, of international quality standards. The country is expected to become the 2nd largest producer of crude steel in the world soon, provided all requirements for creation of fresh capacity are adequately met.


45


46

MINES

Honble Supreme Court of India in its judgment dated 25.08.2014 and 24.09.2014 cancelled about 204 coal blocks allotted from 1993 to 2008 including those allotted to the Company in the State of Odisha and Jharkhand. Government of India promulgated The Coal Mines (Special Provisions) Ordinance, 2014 on 21.10.2014 and thereafter The Coal Mines (Special Provisions) Ordinance, 2014 on 26th December 2014 and the some of the coal blocks were auctioned. Now Coal Mines (Special Provisions), Act 2015 has been implemented repealing the ordinance(s).

Government has also notifi ed the Mines and Minerals (Development & Regulation) Amendment Act, 2015 effective from 12th January 2015 amending the Mines and Minerals (Development & Regulation) Act, 1957. The major amendment is that mines in Part C of the Schedule of the Amendment Act do not require prior approval from the Central Government for execution of prospecting lease or mining leases

POWER

Installed capacity of the Power Sector in India has been assessed 2.67 lakh MW from all sources i.e. Thermal, Nuclear, Hydro and Renewal energy sources out of which thermal based capacity constitute 1.88 lakh MW (Coal based 1.65 lakh MW, Gas based 0.23 lakh MW, and oil based 0.01 lakh MW), Hydro based constitute 0.41 lakh MW, nuclear based constitute 0.06 lakh MW and renewal energy sources constitute about 0.32 lakh MW of the total installed power capacity. Further out of the total install capacity, 0.97 lakh MW is in State sector, 0.72 lakh MW is in Central Sector and .098 lakhs MW in private sector.

During the year 2014-15, against target of 0.89 lakhs MW (including import from Bhutan), Power sector has generated 0.86 lakh MW. Thermal power consumed 531 million tonnes of coal on an estimated basis. Per capital consumption of electricity has increased by about 51% from 2005-06 to 2013-14 from 631 kWh to 957 kWh. In March 2015 against the demand of 0.83 lakh MW, availability of power was 0.81 lakh MW. The Availability of coal for power sector IPP (industrial power projects) has been made through E-auction and power sector has been put in regulatory sector.

To meet power requirement of the plant, 506 MW captive power plant has been made operational. Company has also entered contract for drawing 100 MW power from WESCO to meet its power requirement of the plant.

Opportunities

• Government put E-auction for coal blocks for speedy allocation and operation of mines.

• Government focuses on rationalizing the Acts governing mines and steel industry.

• Government priorities infrastructure development with speedy growth.

• Encouraging public private partnership in execution of projects.

• National Steel Policy, 2005 being reviewed and new policy expected to be put in place aiming at higher production viz-a-viz higher consumption.

• Liberalizing FDI norm and encouraging capital market

• Countries in Asia and Africa are focusing more on infrastructure development and are also witnessing strong internal demand.

• Rationalization of taxation both director and indirect.

• Strong domestic demand supply gap is currently met through imports.

• Expected increase in per capital consumption of steel in India as compared to world consumption.

• India is largest producer of sponge iron in the world with coal based route accounting for 89% of total production.

Threats

• E-auction placed for allocation of mines is yet to test its effi ciency. Litigation erupted for various terms of tender documents.

• Coal India Ltd has slowed down and almost stopped supplying coal through E-auction, earlier made.

• Rising cost of input coupled with scarcity in supply.

• Impact of land acquisition Amendment Act.

• Volatility in prices of crude oil in international market.

• Volatility in prices of input cost steel prices in international scenario due to unexpected international events.

• Volatility in foreign exchange currency. Weak rupee against USD.

• Buoyant due to strong growth in demand.

• Recessionary trend in Eurozone and debt crises of Greece may affect Indian steel industry.


47

COMPANY PROSPECTS

With the commissioning of Phase VI facilities, production capacity will be increased to 3.5 MTPA. Your Company will have unique integrated steel complex having total integration of primary steel products i.e. sponge iron, pig iron/hot metal, Steel Billets, HR Coils and secondary steel products CR Coils/Sheets, Galvanized Plain/Corrugated Sheets, Galvalume Sheets, Colour Coated Sheets, Black Pipes, GI Pipes, Precision Tubes, Cable Tapes and Special Alloy Steel, Bars, Wire Rod, Wires and bright bars.

FINANCE REVIEW

Impacted by court order and Shah Commission report, scarcity in supply of major raw materials i.e. coal and iron ore and dispensing E-auction for open sale of coal by Coal India Ltd affected production resulting in diffi culties in servicing debt consequently high cost of fi nance cost. Company incurred losses in later part of the year. Joint Lenders Forum (JLF) of lender banks approved Corrective Action Plan (CAP) and rectifi cation approach and refi nancing/rescheduling of loans of the Company of ` 26,798 Crores (comprising ` 17,998 Crores re-scheduling of existing loans, Maintenance Capex of ` 5,700 Crores (includes ` 600 crores for development of mines) and conversion of interest into equity of ` 3,100 crore at premium). CAP has been sanctioned under 5/25 scheme in terms of Reserve Bank of India Circular No. DBR.NO.BB.BC.53/21.04.132/2014-2015 dated 15th December 2014. All lender banks agreed to take up their respective shares of loans as worked out in the CAP. Some of the lender banks started released committed funds.

FINANCIAL OPERATIONAL PERFORMANCE

For this section please refer to Board’s Report

INTERNAL CONTROL SYSTEM

The Company has an adequate system of internal control implemented by management having regard to size and nature of business activities of the Company to achieve operational effi ciency, accuracy, compliance of policies and procedures, law and regulations and close monitoring. The exercise is carried out across all locations of the Company. This ensures the control and safeguard of the Company’s assets against loss through ineffi ciency, waste, negligence or fraud, company has appointed Internal Auditor and Internal Audit functioning is regularly reviewed by the Audit Committee. A follow up audit is carried out to review the progress on recommendation, if any, made.

Cost Audit is conducted in accordance with Cost Audit Rules relating to steel plant which further enhances level of operational effi ciency and cost control.

CONTINGENT LIABILITIES

For details of contingent liabilities please refer to Note No 29 of attached fi nancial statements.

QUALITY

Greater emphasis is laid down on total customer satisfaction, continuous up-gradation of technology and customer oriented marketing that represents the total commitment to set higher standards for quality assurance.

SEGMENT REPORTING

The Company is engaged in iron & steel business, which in the context of Accounting Standard 17 is considered only business segment.


48

Independent Auditors’ ReportTO THE MEMBERS OF BHUSHAN POWER & STEEL LIMITED1) Report on the Financial Statements We have audited the accompanying fi nancial statements of Bhushan Power & Steel Limited (“the Company”), which comprises the Balance

Sheet as at March 31, 2015, the Statement of Profi t and Loss, the Cash Flow Statement for the year ended, and a summary of signifi cant accounting policies and other explanatory information for the year ended.

2) Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 (“The Act”) with respect

to the preparation of these fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specifi ed under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal fi nancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3) Auditor’s Responsibility Our responsibility is to express an opinion on these standalone fi nancial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in

the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specifi ed under Section 143(10) of the Act. Those Standards require that

we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal fi nancial control relevant to the Company’s preparation of the fi nancial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate Internal fi nancial control system over fi nancial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion on the fi nancial statements.

4) Basis of Qualifi ed Opinion The Supreme Court of India, vide its order dated 24/09/2014, cancelled number of coal blocks allocated to various entities which includes

three coal block allocated to the company and one of its associated company (Joint Venture) which were under development. Subsequently, the Government of India has issued the Coal Mines (Special Provision) Act, 2015, which inter-alia deal with the payment of compensation to the effected parties in regard to investment in the coal blocks.

No effect has been taken on the value of investment made by the company in the de-allocated coal blocks and in Equity shares/ Preference shares/ advance for share capital in the associated company (Joint Venture) whose coal blocks have been de-allocated. In the opinion of the management the Company/associated company will receive back the payments/expenditure paid/ made, including borrowing cost and other incidental expenditure, relating to de-allocated coal blocks.

Impact on the value of investment made by the company and its associate in the de-allocated coal blocks and their consequent impact on the Losses for the fi nancial year ended March 31, 2015 is not ascertanable.

Qualifi ed Opinion In our opinion and to the best of our information and according to the explanations given to us, except for the matter described in the Basis of

Qualifi ed Opinion paragraph above, the aforesaid fi nancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash fl ows for the year ended on that date.

Emphasis of Matter a) We draw attention to Note 48 to the fi nancial statements that the managerial remuneration paid for the current fi nancial year is subject

to approval of Central Government. b) We draw attention to Note 47 to the fi nancial statements that in accordance with “5/25” scheme of Reserve Bank of India, the consortium

of banks led by State Bank of India as lead Bank has allowed fl exible restructuring of long term loans by aligning their debt repayment obligations with cash fl ow generated during their economic life. Pending approval of the scheme by the authorities of respective consortium banks, the company has classifi ed long term borrowings maturity/overdue period in accordance with the said scheme.

Our opinion is not modifi ed in respect of above matters.


49

5) Report on Other Legal and Regulatory Matters (i) As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-

section 11 of section 143 of the Act, we give in the Annexure a statement on the matters specifi ed in paragraphs 3 and 4 of the Order, to the extent applicable.

(ii) As required by Section 143 (3) of the Act, we report that: a) We have sought and, except for the possible effect of the matter described in the Basis of Qualifi ed Opinion paragraph above,

obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) Except for the possible effect of the matter described in the Basis of Qualifi ed Opinion paragraph above, in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Statement of Profi t and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) Except for the possible effect of the matter described in the Basis of Qualifi ed Opinion paragraph above, in our opinion, the aforesaid fi nancial statement comply with the Accounting Standards specifi ed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) The matters described in the ‘Basis for Qualifi ed Opinion’ and ‘Emphasis of Matter’ paragraphs above, in our opinion may have an adverse effect on the functioning of the Company;

f) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualifi ed as on March 31, 2015, from being appointed as a director in terms of section 164 (2) of the Act;

g) The qualifi cation relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis of Qualifi ed Opinion paragraph above; and

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:-

i The Company has disclosed the impact of pending litigations on its fi nancial position in its Financial Statements – Refer Note–29 to the fi nancial statements.

ii The Company has made provision, as required under applicable law or Accounting Standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts. – Refer Note–41 to the fi nancial statements.

iii There is no amount which is required to be transferred to the Investor Education and Protection Fund by the Company.

FOR MEHRA GOEL & CO. Chartered Accountants

Firm Registration No.: 000517N

Sd/- Place : New Delhi R.K. MEHRA Date : 29th June, 2015 PARTNER

M.NO.: 6102


50

Annexure(Referred to in paragraph 3 of our report of even date)i) In Respect of its Fixed Assets : The company has maintained proper records showing full particulars, including quantitative details and situation

of fi xed assets. a) The company has maintained proper records showing full particulars, including quantitative details and situation of fi xed assets. b) The Fixed Assets covering signifi cant value were physically verifi ed during the year by the Management at such intervals which in our

opinion, provides for the physical verifi cation of all the Fixed Assets at reasonable interval having regard to the size of the Company and nature of its business. According to the information and explanations given to us by the Management, no material discrepancies have been noticed on such verifi cation.

ii) In Respect of its Inventory : a) As per information and explanations given to us, the inventory of fi nished goods, semi-fi nished goods and raw material at works were,

during the year, physically verifi ed by the management. In respect of Stores and Spare Parts and stock at yards in the custody of the third party and stocks in transit were verifi ed with the confi rmation or statement of account or correspondence of the third parties or subsequent receipt of goods.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verifi cation of inventories of the Company followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories, no material discrepancies were noticed on such physical verifi cation.

iii) In our opinion and according to information and explanations given to us, the company has granted unsecured advance of ` 8,064.95 Lacs during the year and closing balance is ̀ 17,164.30 Lacs (including opening balance and interest) to a company listed in the register maintained under Section 189 of the Companies Act, 2013. Loan with interest is repayable on demand.

iv) In our opinion and according to the information and explanations given to us, having regard to explanation that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventory, fi xed assets and for the sale of goods and services. During the course of our Audit we have not observed any continuing failure to correct major weaknesses in such internal control system.

v) To the best of our knowledge, the company has not accepted any deposits covered under section 73 or any other provisions of the Companies Act, 2013.

vi) To the best of our knowledge, the Central Government has prescribed the maintenance of cost records under Section 148 (1) of the Companies Act, 2013, which have been maintained by the company and these have been broadly reviewed by us and we are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not, nor we are required, carried out any detailed examination of such accounts and records.

vii) According to the information and explanations given to us, in respect of statutory dues : a) Undisputed statutory dues including Provident Fund, Investors, Education and Protection fund, Employee State Insurance, Income

Tax, Sales Tax, Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it have not generally been regularly deposited with the appropriate authorities. There were no undisputed dues in arrears as at 31st March, 2015 for a period of more than six months from the date they become payable, except ` 92.92 Lacs of electricity duty for the month of August ‘2014 which has been paid on 09.04.2015.

b) The disputed statutory dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax or cess aggregating ` 30578.67 Lacs (net of paid under protest) that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Nature of the statute Nature of dues Net of amount paid (` in Lacs)

Period to which amount related

Forum where dispute is pending

Central Sales Tax Act, 1956 and Sales Tax Act of various states

Demand 179.28 2003-04 & 2005-06 Sales Tax Tribunal (Cuttack)Demand 575.33 2006-07 & 2013-14 Add. Commissioner Sales Tax

(Sambalpur)Demand 11.70 2006-07 to 2008-09 Deputy Commissioner of Sales Tax

(Berhampur)Demand 40.73 2011-12 Deputy Commissioner of Sales Tax

(Appeal) SambalpurDemand 79.95 2006-07, 2008-09 &

2009-10Add.Commissioner Sales Tax (Cuttack)

Demand 9,979.69 2006-07 to 2007-08, 2009-10 to 2011-12

Addl. Commissioner, Commercial Sales Tax, West Bengal

Demand 136.80 2006-07 Revision fi lled before west Bengal commission taxes appellate & revisional board.


51

Nature of the statute Nature of dues Net of amount paid (` in Lacs)

Period to which amount related

Forum where dispute is pending

Penalty 0.66 2009-10 Excise and Taxation Offi cer (M.W.), Belongi

Penalty 7.55 2013-14 Deputy Excise and Taxation Commissioner (Appeals) Patiala

Demand 1,260.43 2006-07 to 2009-10 Punjab & Haryana High Court, Chandigarh

Demand 10.18 2005-06 to 2006-07 Joint Commissioner, PunePenalty 6.13 2012-13 Appellate Authority, Indore

Orissa Entry Tax Act Additional Demand

516.98 2003-04 to 2005-06 High Court, Delhi

Central Excise Act,1944 Demand (including Interest and Penalty)

15,235.85 2000-01 to 2011-12 CESTAT, Kolkata

Service Tax Service Tax 10.93 2005-06 to 2009-10 CESTAT, KolkataIncome tax Demand 2,526.48 2003-04 to 2006-07 Punjab & Haryana High Court,

Chandigarh

viii) The Company has no accumulated losses, but has incurred cash loss during the fi nancial year covered by our Audit. The Company has not incurred any cash loss in the immediate preceding fi nancial year.

ix) In our opinion and according to the information and explanations given to us, there were delays in repayment of term loans and interest not resulting in default of repayment of dues to Financial Institutions or Banks or Debenture holders except ` 742.94 Lacs outstanding upto 142 days which have been paid before 27th June’2015.

x) To the best of our knowledge and according to information and explanations given to us, the Company has not given any guarantee for loan taken by other from Banks / Financial Institutions.

xi) To the best of our knowledge and according to the information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained, other than temporary deployment pending actual application.

Xii) Based upon the audit procedure performed and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

FOR MEHRA GOEL & CO. Chartered Accountants Firm Registration No.: 000517N

Sd/-Place : New Delhi R.K. MEHRA Date : 29th June, 2015 PARTNER M.NO.: 6102


Balance Sheetas at 31St March, 2015

As per our report of even date attached

FOR MEHRA GOEL & CO. Chartered Accountants (SANJAY SINGAL) (R. P. GOYAL)Firm Registration No. : 000517N CHAIRMAN & MANAGING DIRECTOR DIRECTOR (COMMERCIAL) DIN: 00006579 DIN: 00006595

(R.K. MEHRA) (ARUN K. AGRAWAL) (AMARJEET SHARMA)PARTNER CHIEF FINANCIAL OFFICER EXECUTIVE DIRECTORM. NO.: 6102 FCA 89450 FCA 86954

Place : New Delhi (R.K. GUPTA)Date : 29th June, 2015 PRESIDENT & COMPANY SECRETARY

FCS 4054

(` in Lacs)NOTE 31.03.2015 31.03.2014

I. EQUITY AND LIABILITIES(1) Shareholders’ Funds(a) Share Capital 2 23,954.00 23,664.66(b) Reserves and Surplus 3 6,61,158.37 7,87,862.54

6,85,112.37 8,11,527.20(2) Non Current Liabilities(a) Long Term Borrowings 4 28,21,357.74 23,03,811.28(b) Deferred Tax Liabilities (Net) 5 1,25,883.09 1,40,083.09(c) Other Long Term Liabilities 6 74,686.24 55,899.68(d) Long Term Provisions 7 3,534.85 2,871.61

30,25,461.92 25,02,665.66(3) Current Liabilities(a) Short Term Borrowings 8 4,98,300.03 5,56,408.24(b) Trade Payables 9 1,08,909.48 76,827.51(c) Other Current Liabilities 10 1,80,406.99 2,45,352.18(d) Short Term Provisions 11 534.02 7,335.93

7,88,150.52 8,85,923.86

TOTAL 44,98,724.81 42,00,116.72II. ASSETS

(1) Non Current Assets(a) Fixed Assets 12

(i) Tangible Assets 31,05,707.48 22,98,168.77(ii) Intangible Assets 1612.45 1802.10(iii) Capital Work In Progress 5,35,964.84 10,57,831.41

36,43,284.77 33,57,802.28(b) Non-Current Investment 13 12,318.72 12,206.96(c) Long-Term Loans and Advances 14 1,49,724.02 1,60,727.54(d) Other Non-Current Assets 15 5,309.27 1,976.55

1,67,352.01 1,74,911.05(2) Current Assets(a) Current Investment 16 865.09 949.09(b) Inventories 17 4,35,815.23 3,18,211.29(c) Trade Receivables 18 1,21,415.73 1,62,436.69(d) Cash & Bank Balances 19 12,388.93 17,604.26(e) Short-Term Loans & Advances 20 1,17,603.05 1,68,105.30(f) Other Current Assets 21 - 96.76

6,88,088.03 6,67,403.39

TOTAL 44,98,724.81 42,00,116.72Signifi cant Accounting Policies 1Notes forming part of Accounts 2 to 53

52






FCS 4054

Statement of Profi t and LossFor the year ended 31St March, 2015

(` in Lacs)

NOTE 31.03.2015 31.03.2014

I. REVENUE FROM OPERATIONSSale of Products 10,00,684.64 11,08,899.63

Other Operating Income 18,926.50 19,970.12Gross Revenue From Operations 22 10,19,611.14 11,28,869.75

Less: Excise Duty 91,429.21 91,033.60Net Revenue From Operations 9,28,181.93 10,37,836.15

II. OTHER INCOME 23 5,477.73 4,631.93III. TOTAL REVENUE (I + II) 9,33,659.66 10,42,468.08IV. EXPENSES

Cost of Raw Materials Consumed 24 4,71,693.60 4,65,069.60

Purchases of Traded Stock 31,743.54 33,238.10

Change in Inventories of Finished Goods, Work-in-progress

25 (50,800.47) (353.23)

Employee Benefi ts Expenses 26 35,290.65 27,521.88

Finance Costs 27 2,78,439.46 1,48,116.32

Depreciation and Amortization Expense 12 66,835.69 87,838.27

Other Expenses 28 2,46,474.56 1,87,488.27Total Expenses 10,79,677.03 9,48,919.21

V. PROFIT BEFORE TAX (III-IV) (1,46,017.38) 93,548.88VI. TAX EXPENSE :

- Current Tax - 19,700.00

- Earlier Year 2,143.98 -

- Mat Credit Entitlement / Written Off 2,350.00 19,700.004,493.98 -

- Deferred Tax (14,200.00) (9,706.02) 30,000.00 30,000.00PROFIT AFTER TAX (1,36,311.36) 63,548.88

Earnings per share (Nominal value of share ` 10) 39Basic (70.42) 32.78

Diluted (70.42) 26.33Signifi cant Accounting Policies 1Notes forming part of Accounts 2 to 53

53


Cash Flow StatementFor the year ended 31st March, 2015

(` in Lacs)

31.03.2015 31.03.2014

(A) CASH FLOW FROM OPERATING ACTIVITIES:Net Profi t before tax and extraordinary items (1,46,017.38) 93,548.88Adjustments for :Depreciation 66,835.69 87,838.27 Provisions for Retirement Benefi ts 501.97 312.03Interest & Financial Charges 2,78,439.46 1,48,116.32Interest Income (4,597.02) (4,313.42)Profi t /Loss on Sale/Discarded of Fixed Assets (17.19) (15.16)Profi t/loss on Sale of Investment (3.14) (141.40)Diminution write back (51.45) - Diminution in Investment 0.01 5.53 Wealth Tax 48.00 Dividend Received (0.58) (2.77)Provision for Doubtful Debts 181.38 39.36Exchange Fluctuation 738.92 3,42,076.04 (1,983.37) 2,29,855.39Operating Profi t Before Working Capital Changes 1,96,058.66 3,23,404.27Adjustments for :Inventories (1,16,358.13) (1,15,778.12)Trade & Other Receivables 80,390.99 28,884.64 Trade Payables 38,427.97 2,460.83 65,469.49 (21,423.98)Cash Generated from Operations 1,98,519.48 3,01,980.28Less : Taxes Paid (Net of Refund) 14,504.20 19,700.00 Net Cash From Operating Activities (A) 1,84,015.28 2,82,280.28

(B) CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets/Capital Expenditure (2,23,784.74) (4,88,986.38)Sale / Refund of Fixed Assets (380.19) 2,294.72 Purchase/Sale of Investment 60.80 2,540.06 Profi t/loss on Sale of Investment 54.59 141.40 Dividend Received 0.58 2.77Interest Income Received 4,597.02 4,313.42Net Cash Used In Investing Activities (B) (2,19,451.93) (4,79,694.03)

(C) CASH FLOW FROM FINANCING ACTIVITIESProceeds from Issue of Share Capital 9,999.90 1,20,787.38 Long-Term Borrowings (Net) 3,80,869.09 3,42,657.62Short-Term Borrowings (Net) (56,485.52) 5,969.11Inter Corporate Deposits 11,137.96 (3,544.31)Interest & Financial Charges Paid (3,15,133.20) (3,24,050.19)Dividend Paid (142.66) (142.66)Dividend Tax Paid (24.25) (24.25)Net Cash Flow From / (used in) Financing Activities (C) 30,221.31 1,41,652.70Net Increase in Cash and Cash Equivalents (A+B+C) (5,215.33) (55,761.05)Opening Balances of Cash and Cash Equivalents 17,604.27 73,365.32Closing Balances of Cash and Cash Equivalents 12,388.93 17,604.27(including balance in dividend account)





FCS 4054

54


NOTE-1 SIGNIFICANT ACCOUNTING POLICIES i) BASIS OF PREPARATION OF FINANCIAL STATEMENTS (a) Basis of Accounting: The fi nancial statements have been prepared in accordance with Generally Accepted Accounting Principles (GAAP) in

India and presented under the historical cost convention on accrual basis of accounting to comply with the Accounting Standards and with the relevant provisions of the Companies Act, 2013.

(b) Use of Estimates: The preparation of fi nancial statements in conformity with Generally Accepted Accounting Principles (GAAP) in India

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent liabilities on the date of fi nancial statements and reported amounts of income and expenses during the period. Difference between the actual result and estimates are recognized in the period in which the results are known/ materialized.

ii) FIXED ASSETS (a) Tangible Fixed Assets Fixed Assets are stated at cost, net of VAT/ MODVAT/ CENVAT, less accumulated depreciation. The costs comprises

purchase price, borrowing costs relating to qualifying assets till commencement of commercial production and directly attributable cost of bringing the assets to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.

Subsequent expenditure related to an item of fi xed asset is added to its book value only if it increases the future benefi ts from the existing assets beyond its previously assessed standard of performance.

From accounting periods commencing on or after 7 December 2006, the company adjusts exchange differences arising on translation/settlement of long-term foreign currency monetary items pertaining to acquisition of a depreciable asset to the cost of the asset and depreciated the same over the remaining life of asset.

Machinery spares that can be used only in connection with an item of fi xed asset and their use is expected to be irregular are capitalized. Replacement of such spares is charged to revenue. Capital expenditure on assets not owned by the company with exclusive right to use is refl ected in capital work in progress till the period of completion and thereafter in fi xed assets.

(b) Assets in the course of construction Assets in the course of construction are refl ected in capital work in progress. At the point when as asset is operating

at management’s intended use, the cost of construction is transferred to appropriate category of fi xed assets. Costs associated with the commissioning of an asset are capitalized where the asset is available for use but incapable of operating at normal levels until a period of commissioning has been completed.

(c) Intangible Assets In accordance with the Accounting Standard (AS) 26 relating to intangible assets, all costs incurred on technical know-

how / license fee relating to production process are charged to revenue in the year of incurrence. Costs incurred on technical know-how / license fee relating to process design / plants / facilities are capitalized at the time of capitalization of the said plant / facility and amortized on pro-rata basis over a period of fi ve years. Computer software is capitalised on the date of installation and is amortised on pro-rata basis over a period of fi ve years.

iii) IMPAIRMENT OF ASSETS Carrying amount of cash generating units / assets is reviewed for impairment, if events or changes in circumstances indicate that

the carrying amount of an asset may not be recoverable. If any such indication exists, the recoverable amount is estimated as higher of its net selling price and value in use. An impairment loss is recognized in the Statement of Profi t and Loss, whenever the carrying amount of an asset/cash generating unit exceeds its recoverable amount.

iv) DEPRECIATION Depreciation on fi xed assets is provided on straight line method on the basis of the useful life prescribed in Schedule-II of

Companies Act, 2013 or the economic useful life determined as per technical assessment.

55


56

The Economic Useful life, including auxiliary equipments, determined as per technical assessment is as below:

S. No. Description of Plant Life Span in Year1 DRI Plant 38

2 Sinter Plant 38

3 Coke Ovens 38

4 Blast Furnace 38

5 Steel Melting Shop 38

6 Hot Rolling Mill, WRM, CSP and Bar 38

7 Cold Rolling Mill, Galvanising/Galvalume and Color Coating Plant 38

8 Power Plant (Thermal Base) 38

9 Tube Mill 35

10 Roads/Building 30

On incremental / decremental cost arising on account of translation of foreign currency liabilities for acquisition of fi xed assets, depreciation has been provided as aforesaid over the residual life of the respective plants.

Capital expenditure on assets not owned by the company with exclusive right to use is amortized over a period of fi ve years from the year in which the relevant assets have been completed and available for use. In other cases, these are amortized in the year in which expenditure is incurred.

Premium of leasehold land is amortised over the period of lease except leasehold land acquired on lease of ninety years or more. Depreciation on fi xed assets costing upto ` 5,000/- is charged @ 100% on pro-rata basis.

v) REVENUE/EXPENDITURE RECOGNITION Revenue is recognized when it can be reliably measured and when all signifi cant risks and rewards/ownership are transferred

to the customer. Sales are inclusive of sales during trial run, excise duty and net of sales tax/vat.

Dividend income is recognized when the Company’s right to receive dividend is established. Interest income is recognized on accrual basis in the income statement.

Expenditure is accounted for on accrual basis and provision is made for all known losses and liabilities.

vi) FOREIGN CURRENCY TRANSACTIONS Transactions denominated in foreign currencies are normally recorded at the exchange rates prevailing at the date of the

transactions. Monetary items denominated in foreign currencies outstanding at the year-end are translated at the exchange rate applicable as on that date. Non monetary items are valued at the exchange rate prevailing on the date of transaction.

From accounting periods commencing on or after 7 December 2006, the company accounts for exchange differences arising on translation/settlement of foreign currency monetary items as follows:

a) Exchange differences relating to long-term monetary items, arising during the year, in so far as they relate to the acquisition of depreciable capital assets are added to/deducted from the cost of asset and depreciated over the remaining useful life of the asset.

b) In other cases such differences are accumulated in “Foreign Currency Monetary Item Translation Difference Account” and amortized in the Statement of Profi t and Loss over the balance life of the long-term monetary item.

c) All other exchange differences are recognized as income or expenses in the Statement of Profi t and Loss in the period in which they arise.

The premium or discount arising at the inception of forward exchange contracts is amortized & recognized as an expense/income over the life of the contract. Exchange differences on such contracts which are long term foreign currency monetary items, are recognized in the Statement of Profi t and Loss in the period in which the exchange rate change. Any profi t or loss arising on cancellation of or renewal of such contracts is also recognized as income or expense for the period. Any gain/loss arising on forward contracts which are long term foreign currency monetary items is recognized in accordance with para (a), (b) and (c) above.


57

vii) INVESTMENTS Investments are classifi ed into current and long-term investments. Current investments except for current maturities of long term

investments are stated at the lower of cost and quoted/ fair value. Long term investments are stated at cost less any provision for other than temporary diminution in value.

viii) INVENTORY VALUATION Inventories are valued at lower of cost or net realizable value except scrap which is valued at net realizable value. The cost

is determined by using fi rst-in-fi rst-out (FIFO) method. Finished goods and work-in progress include costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

Excise duty on closing stock of fi nished goods and scrap are accounted for on the basis of payments made in respect of goods cleared as also provision made for goods lying in the factory and included in the value of such stocks.

ix) INCOME TAX Provision for current income tax is made after taking credit for allowances and exemptions. In case of matters under appeal,

due to disallowance or otherwise, provision is made when the said liabilities are accepted by the Company.

Minimum Alternate Tax (MAT) paid in a year is charged to Statement of Profi t and Loss as current tax. The company recognizes MAT credit available as an asset only to the extent that there is convincing evidence that the company will pay normal income tax during the specifi ed period, i.e. the period for which MAT credit is allowed to be carried forward.

In accordance with the Accounting Standard 22-Accounting for Taxes on income, the deferred tax for timing differences between the book & tax profi t for the period is accounted for using the tax rates and the tax laws that have been enacted or substantively enacted as of the Balance Sheet date.

Deferred tax assets arising from temporary timing difference are recognized to the extent there is virtual certainty that the asset will be realized in future.

x) BORROWING COST Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and

exchange differences arising from short term foreign currency borrowings to the extent they are regarded as an adjustment to interest cost.

Borrowing Cost that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are expensed in the Statement of Profi t and Loss in the period they occur.

xi) MODVAT / CENVAT / VAT Modvat/ Cenvat/ VAT claimed on capital assets is credited to assets / capital work in progress account. Modvat/ Cenvat/ VAT

on purchase of raw materials and other materials are deducted from the cost of such materials.

xii) CLAIMS Claims receivable are accounted for depending on the certainty of receipt and claims payable are accounted at the time of

acceptance.

xiii) PROPOSED DIVIDEND Dividend as proposed by the Board of Directors is provided for in the books of account, pending approval at the Annual General

Meeting.

xiv) RETIREMENT/POST RETIREMENT BENEFITS a) Short term employee benefi ts are recognized as an expense at the undiscounted amount in the year in which related

service is rendered.

b) The Company has defi ned contribution plan for post retirement benefi ts, namely Employees Provident Fund scheme administered through provident fund commissioner. The Company’s contribution is charged to revenue every year.

c) Company’s contribution to state plans namely Employees State Insurance Fund is charged to revenue every year.

d) The Company has defi ned benefi ts plans namely Leave encashment/ Compensated absence and Gratuity, the liability for which is determined on the basis of Actuarial valuation at the end of the year. Gratuity Trust is administered through “Life Insurance Corporation of India”.


58

e) Termination benefi ts are recognized as an expense immediately.

f) Gain or Loss arising out of actuarial valuation are recognized in the Statement of Profi t and Loss as income or expense.

xv) PROVISIONS Show cause notices issued by various government authorities are not considered as obligation. When the demand notice are

raised against such show cause notice and are disputed by the Company then these are classifi ed as possible obligations.

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outfl ow of resources.

xvi) FINANCIAL DERIVATIVE TRANSACTION Derivative contracts, other than forward contracts are marked to market at year end and the resultant profi t/loss is charged to

Statement of Profi t and Loss except in cases where it relates to the depreciable fi xed assets in which case these are adjusted to the carrying cost of such assets.

xvii) CONTINGENT LAIBILITY & COMMITMENTS A contingent liability is a possible obligation that arises from past events whose existence will be confi rmed by the occurrence

or non occurrence of one or more uncertain future events beyond the control of the company. Where the potential liabilities have a low probability of crystallizing or are very diffi cult to quantify reliably, these are treated as contingent liabilities (without admission of liability in dispute). Such liabilities are disclosed in the notes but are not provided for in the fi nancial statements, although there can be no assurance regarding the fi nal outcome of the legal proceedings, the company does not expect them to have a materially adverse impact on the fi nancial position or profi tability.


59

NOTES TO ACCOUNT

(` in Lacs)

31.03.2015 31.03.2014

NOTE - 2 SHARE CAPITALAuthorised 37,50,00,000 (Previous Year 37,50,00,000) Equity Shares of `10/- each 37,500.00 37,500.00 75,00,000 (Previous Year 75,00,000) Preference Shares of `100/- each 7,500.00 7,500.00

45,000.00 45,000.00Issued, Subscribed & Paid Up19,37,15,000 (Previous Year 19,37,15,000) Equity Shares of `10/- each 19,371.50 19,371.5045,82,504 (Previous year 42,93,155) 2% Cumulative compulsorily Convertible Preference Shares of `100/- each

4,582.50 4,293.16

23,954.00 23,664.66

Note 2.1 - Details of Shareholders holding more than 5% shares in the Company No. of shares % Holding

in the class No. of shares % Holding in the class

(a) Equity Shares of ` 10 each fully paidVision Steel Ltd. 4,10,68,673 21.20% 4,10,68,673 21.20%Diyajyoti Steel Ltd. 4,00,32,750 20.67% 4,00,32,750 20.67%Jasmine Steel Trading Ltd. 3,97,72,500 20.53% 3,97,72,500 20.53%Marsh Steel Trading Ltd. 3,95,53,500 20.42% 3,95,53,500 20.42%Sh. Sanjay Singal 1,25,85,436 6.50% 1,25,85,436 6.50%Baring Private Equity Asia III Mauritius Holdings (3) Limited 1,07,14,285 5.53% 1,07,14,285 5.53%

(b) 2% Cumulative Compulsory Convertible Preference Shares of `100 each fully paidVision Steel Ltd. 7,67,455 16.75% 7,67,455 17.88%Diyajyoti Steel Ltd. 7,28,355 15.89% 7,28,355 16.97%Jasmine Steel Trading Ltd. 7,34,880 16.04% 7,34,880 17.12%Marsh Steel Trading Ltd. 7,42,915 16.21% 7,42,915 17.30%Sh. Sanjay Singal 5,14,579 11.23% 4,40,390 10.26%Smt Aarti Singal 5,00,306 10.92% 4,29,560 10.01%Sh.Sanjay Singal (HUF) 3,36,266 7.34% 2,63,350 6.13%Sh.Aniket Singal 257,748 5.62% 186,250 4.33%

Note 2.2 - Reconciliation of share outstanding at the beginning and at the end of the reporting period(a) Equity Shares No. of shares Amount No. of shares Amount

Equity shares at the beginning of the year 19,37,15,000 19,371.50 19,37,15,000 19,371.50Add: Equity share issued/cancelled during the year - - - -Equity shares outstanding at the end of the year 19,37,15,000 19,371.50 19,37,15,000 19,371.50

(b) 2% Cumulative Compulsory Convertible Preference Shares of ` 100 each fully paid

No. of shares Amount No. of shares Amount

Preference shares at the beginning of the year 42,93,155 4293.16 7,61,867 761.87Add: Fresh issue of Preference shares during the year 2,89,349 289.34 35,31,288 3531.29Less: Redeemed /Cancelled during the year - - - -Preference shares outstanding at the end of the year 45,82,504 4,582.50 42,93,155 4,293.16


60

Note 2.3 - Terms/Rights attached to Equity Shares The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled to one vote per share. Dividend shall be paid proportionately to the amounts paid on shares. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March 2015, the amount of per share dividend recognized as distributions to equity shareholders was ` Nil (Previous year ` 0.05)

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Note 2.4 -Terms/Rights Attached to Preference Shares2 % cumulative compulsorily convertible preference shares 7,61,867 of `100/- each were alloted at a premium of ` 3100/- per share during the fi nancial year 2012-13 on private/preferencial placement basis.

2 % cumulative compulsorily convertible preference shares 9,35,900 and 25,95,388 of `100/- each were alloted at a premium of ` 3100/- and ` 3400/- respectively per share during the fi nancial year 2013-14 on private/preferencial placement basis.

2 % cumulative compulsorily convertible preference shares 2,89,349 of `100/- each were alloted at a premium of ` 3356/- per share during the fi nancial year 2014-15 on private/preferencial placement by conversion of loan.

All preference shares (Including share premium received) are cumpulsorily convertible into equity shares at fair market value either within 5 years or before initial public offer or as may be decided by the board of directors or committee thereof, whichever is earlier. Preference shares do not carry any voting right and dividend will be paid proportionately to the amount paid on shares.

However on non-payment of dividend for two years, the preference shareholders becomes entitled to vote as per section 47 (2) of Companies Act, 2013

In the event of liquidation of the company, the holder of the preference shares will be entitled to receive remaining assets of the company in preference over equity shareholders. The distribution will be in proportion to the number of preference shares held by the shareholder.

Note 2.5 - Shares reserved for Issue under options For details of shares reserved for issue on conversion of loans, refer note 4.2 regarding terms of conversion/redemption of loans.

Note 2.6 - Shares Alloted without payment being received in cash2% cumulative compulsorily convertible preference shares 2,89,349 are allotted during the Financial Year 2014-15 by Conversion of loan.

(` in Lacs)31.03.2015 31.03.2014

NOTE - 3 RESERVES AND SURPLUSCapital Reserve 1.00 1.00Capital Redemption Reserve 13.50 13.50Securities Premium AccountAs Per Last Balance Sheet 4,09,046.94 2,91,790.85Add:- Received during the year 9,710.55 4,18,757.49 1,17,256.09 4,09,046.94General ReserveAs Per Last Balance Sheet 2,00,000.00 1,67,000.00Add : Transferred from Surplus balance in the Statement of Profi t and Loss - 2,00,000.00 33,000.00 2,00,000.00

SurplusAs Per Last Balance Sheet 1,78,801.10 1,48,419.14Add: Profi t/Loss for the current year (1,36,311.36) 63,548.88Less:- Transferred to General Reserve - 33,000.00Less:- Proposed Equity Final Dividend - 96.86Less:- Proposed Preference Dividend 85.88 45.81Less:- Tax on Proposed Equity Dividend - 16.46Less:- Tax on Proposed Preference Dividend 17.48 42,386.38 7.79 1,78,801.10

6,61,158.37 7,87,862.54

NOTE - 4 LONG TERM BORROWINGSSECURED LOANS Term Loans From Banks

- Rupee Loans 22,35,205.59 15,88,317.60- Foreign Currency Loans* 5,31,251.90 6,20,829.47- Deferred Credits from Banks 797.42 1,736.85

UNSECURED LOANS- From Banks 7,389.00 30,000.00- Buyer Credit in Foreign Currency (Project) ** 46,713.83 62,927.36

28,21,357.74 23,03,811.28

* Includes ` 5,26,240.86 Lacs (P.Y ` 5,11,513.61 Lacs ) from banks outside India ** from banks outside India


61

NOTE 4.1 Security Detail of Long Term Borrowings (Including Current Maturities)(i) Secured(a) ` 26,61,473.84 Lacs (Previous year ` 21,98,661.08 Lacs ), secured by fi rst charge on all moveable property of the Company including plant & machinery, tools,

spares, accessories, {excluding assets exclusively charged to IKB Deutsche Industrie Bank (Germany), Unicredit Bank (Austria), Bayern LB Bank (Germany), KFW IPEX GmbH (Germany) and KFW Bank GmbH (Germany), Deutsche Bank SPA (Italy) and Intesa Sanpaolo SPA (Hongkong)} created and/or to be created in favour of Company’s bankers.These are further secured by fi rst charge on Immovable properties situated at Plot No. 22, 71, Industrial Area, Chandigarh, Derabassi on Ambala-Chandigarh Road, 186, G.T. Road, Ludhiana, Bangihatti Serampore (Near Kolkata), village Dhubenchhapar, Khadiapali, Thelkoloi, Jangla, Brahmmipali, Derba, Katarbaga, Tumbekela and Dharropani, Distt. Sambalpur, Odisha, two city offi ces at Chowringhee Road, Kolkata and residential premises situated at Alipore, Kolkata situated Land at Village & P.S. Potka, Juri, Khariasia, Sarmanda, Rangamatia, Baribhumari, Porabhumari, Roladih Tangrasai, Distt East Singhbhum (Jamshedpur) (both present & future), ranking pari-passu interse between term lenders and further secured by personal guarantee of Chairman cum Managing Director and Vice Chairperson cum Administration Director.` 1,66,172.01 Lacs (Previous year ` 2,09,662.23 Lacs) is further secured by fi rst charge in favour of security agent acting for itself and other lenders in respect of Company’s immovable property situated at D-818, New Friends Colony New Delhi.

(b) ` 1,06,479.00 Lacs (Previous year ` 1,52,964.45 Lacs) is secured by sub-servient charge on entire current and fi xed assets of the Company and further secured by personal guarantee of Chairman cum Managing Director and Vice Chairperson cum Administration Director.

(c) ` NIL (Previous year ` 8,634.91 Lacs) is secured by exclusive fi rst charge in favour of security agents, acting as agent for equipment suppliers, on the specifi c equipment supplied by specifi c supplier, specifi c equipments/ movable assets (of value approximately ` 10,000 Lacs ) erected/to be erected/ constructed/ installed at Rengali, Sambalpur, Odisha, wherein the equipments are located/ shall be located including CSP plant, CSP Caster shed, CSP Tunnel Furnace shed, CSP Mill shed and Hot Rolled Coils Handling & Storage and further secured by immovable property situated at Flat No. 215-C Pocket C, IInd Floor, Sidharth Extention, New Delhi.

(d) ` 1,467.74 Lacs (Previous year ` 2,194.35 Lacs) is secured by exclusive fi rst charge in favour of security agents, acting as agent for equipment suppliers, on the specifi c equipment supplied by specifi c supplier, specifi c equipments/ movable assets erected/to be erected/ constructed/ installed at Rengali, Sambalpur, Odisha, wherein the equipments are located/ shall be located includes Hicon/H2 Bell Annealer.

(e) ` 18,359.45 Lacs (Previous year ` 25,105.08 Lacs) is secured by exclusive fi rst charge in favour of security agents, acting as agent for equipment suppliers, on the specifi c equipment supplied by specifi c supplier, specifi c equipments/ movable assets (of value approximately ` 19,435 Lacs) erected/to be erected/ constructed/ installed at Rengali, Sambalpur,Odisha, wherein the equipments are located/ shall be located including Pellet Plant, Centreless Grinding Line, Combined Drawling Line and Pealing Line.

(f) ` 39,281.47 Lacs (Previous year ` 16,821.67 Lacs) is secured by exclusive fi rst charge in favour of security agents, acting as agent for equipment suppliers, on the specifi c equipment supplied by specifi c supplier, specifi c equipments/ movable assets erected/to be erected/ constructed/ installed at Rengali, Sambalpur, Odisha, wherein the equipments are located/ shall be located includes New Coke Oven Plant, New Blast Furnace, New SMS, Heavy Bar Mill, CDQ Plant and New Sinter Plant.

(g) ` 1,682.42 Lacs (Previous year ̀ 2,116.85 Lacs) including current Maturity of ̀ 885.00 Lacs (Previous year ̀ 380.00 Lacs) is secured by hypothecation of specifi c assets under deferred credit payment terms and personal guarantee of Chairman cum Managing Director.

(ii) Unsecured` 7,389.00 Lacs (Previous year ̀ 30,000.00 Lacs) is secured by personal guarantee of Chairman cum Managing Director and Vice Chairperson cum Administration Director.

NOTE 4.2 Terms of repayment and conversion of Term Loans (` in Lacs)

1. Terms of repayment (Refer Note 47) 2015-16 2016-17 2017-18 & beyond

66,204.51 66,464.34 27,54,893.40

(i) LOAN SANCTION UNDER SYNDICATION (a) Domestic Loan of ` 32,210.10 Lacs (Previous year ` 47,108.68 Lacs) is outstanding as on 31.03.2015. Interest is linked with base rate of the respective bank

and lead bank rate is presently @13% p.a. is payable on said loan. Domestic loan converted into Foreign Currency (in USD) outstanding as on 31.03.2015 amounts to ` 63,299.99 Lacs (Previous year ` 60,781.73 Lacs) on which Interest is payable @ LIBOR + (425) basis points (presently 4.62%) p.a. Amount due is repayable in quarterly installments as mentioned.

(b) Domestic Loan of ` 1,62,518.57 Lacs (Previous year ` 2,06,123.27 Lacs) is outstanding as on 31.03.2015. Interest is linked with base rate of the respective bank and lead bank rate is presently @12.75% p.a. is payable on said loan. Domestic loan converted into Foreign Currency (in USD) outstanding as on 31.03.2015 amounts to ̀ 3,653.44 Lacs (Previous year ̀ 3,538.96 Lacs) on which Interest is payable @ LIBOR + (475) basis points (presently 5.20% to 7.45%) p.a. Amount due is repayable in quarterly installments as mentioned.

(c) Domestic Loan of ` 3,22,465.99 Lacs (Previous year ` 3,31,029.09 Lacs) is outstanding as on 31.03.2015. Interest is linked with base rate of the respective bank and lead bank rate is presently @12.25% p.a. is payable on said loan. Amount due is repayable in quarterly installments as mentioned.

(d) Domestic Loan of ` 3,53,221.00 Lacs (Previous year ` NIL) is outstanding as on 31.03.2015. Interest is linked with base rate of the respective bank and lead bank rate is presently @12.25% p.a. is payable on said loan.


(e) Foreign Currency Loan of ` 4,39,040.57 Lacs (Previous year ` 4,53,502.92 Lacs) is outstanding as on 31.03.2015. Out of this ` 86,158.15 Lacs (Previous year ` 85,683.13 Lacs) is repayable in half yearly installments carrying interest @ 3/6 Months LIBOR/EURIBOR + (70 to 200) basis points (presently 1.15% to 2.45%) p.a., ` 3,52,882.42 Lacs (Previous year ` 3,67,819.79 Lacs) is repayable in yearly installments carrying interest @ 3/6 Months LIBOR + (220 to 475) basis points (presently 2.48% to 5.03%) p.a. Amount & period of repayment is as mentioned.

(ii) LOAN OTHER THAN SYNDICATION (a) Domestic loan of ` 12,93,474.92 Lacs (Previous year ` 10,45,796.45 Lacs) is outstanding as on 31.03.2015. Interest @(11.65% to 13.50%) p.a. is payable on

said loan. Domestic loan converted into foreign currency (in USD) outstanding as on 31.03.2015 amounts to ̀ 2,816.55 Lacs (Previous year ̀ 1,09,315.86 Lacs) on which Interest is payable @ LIBOR + (500 to 750) basis points (presently 5.45% to 7.95%) p.a. Amount & period of repayment is as mentioned.

(b) Foreign Currency Loan of `47,881.35 Lacs (Previous year ` 51,085.00 Lacs) is outstanding as on 31.03.2015 is repayable in half yearly installments carrying interest @ 3/6 Months on which Interest is payable @ LIBOR + (500 to 750 )basis points (presently 4.45% to 7.95%) p.a. Amount & period of repayment is as mentioned.

(c) Unsecured loan amounting of ` 7,389.00 Lacs sanction by Allahabad bank as a sub limit of term loan to be sanction for Phase-VI. Repayable in quarterly installment carrying interest @ 13.25% repayments start with term loan from 01.04.2018. Amount & period of repayment is as mentioned.

(d) The Company also has term loan aggregating to ` 19,000.00 Lacs (Previous year ` 31,099.57 Lacs). From Bank of India of ` NIL (Previous year ` 229.86 Lacs) presently at 13.25% p.a., Canara Bank of ` NIL (Previous year ` 6,062.94 Lacs) @ 13.25%, United Bank Of India of ` NIL (Previous year ` 1,598.61 Lacs) @13.20% p.a., Vijaya Bank of ` 4,000.00 Lacs (Previous year ` 8,038.00 Lacs) @ 13.25%, and Andhra Bank of ` 15,000.00 Lacs (Previous year ` 15,170.15 Lacs) @ 13.25% p.a. with monthly rest is utilised for Phase-IV of the Odisha project. Amount due is repayable in half yearly / yearly installments as mentioned. The lenders were having option to convert into equity shares in case the company comes out with IPO within 3 years from the date of fi rst disbursement at lower price of band in case of book building or at the issue price in case of fi xed price issue, however the option of conversion has expired during the year.

(e) ` 51,429.33 Lacs (Previous year ̀ 62,927.34 ) is secured by personal guarantee of Chairman cum Managing Director and Vice Chairperson cum Administration Director.

2. Terms of Conversion of Term Loan into Equity SharesDomestic Loan of ` 65,000.00 Lacs (Previous year ` 65,000.00 Lacs) is outstanding as on 31st March, 2015 interest @13.25% p.a. is payable on said loan. The said loan is utilised for Phase-V of the Odisha project with option to convert into equity shares in case the company comes out with IPO within 5 years from the date of fi rst disbursement at a mutually pre-agreed discount to IPO price.

(` in Lacs)31.03.2015 31.03.2014

NOTE - 5 DEFERRED TAX LIABILITIESDeferred Tax Liability on Account Of :

Related To Fixed Assets 1,56,231.89 1,41,706.81Deferred Tax Assets on Account Of :Loss Carry Forward 26,440.52 - Provision For Doubtful Debts 754.97 679.84Disallowances Under the Income Tax Act,1961 3,153.31 30,348.80 943.88 1,623.72Net Deferred Tax Liability 1,25,883.09 1,40,083.09

NOTE - 6 OTHER LONG TERM LIABILITIESSecurity Deposits 23,267.99 14,618.50Liability For Capital Goods/Expenditures 51,418.25 30,627.68Other (Forward Premium) - 10,653.50

74,686.24 55,899.68

NOTE - 7 LONG TERM PROVISIONSProvisions for Employee Benefi ts

- Provision for Gratuity 1,947.39 1,547.14- Leave Encashment 1,587.46 1,324.47

3,534.85 2,871.61

NOTE - 8 SHORT TERM BORROWINGSSECURED LOANS FROM BANKSWorking Capital Loans

- Rupee Loans 3,76,100.83 3,40,521.06- Foreign Currency Loans 22,138.64 57,973.91

Term Loans- Rupee Loans (Ref. Note-51) 13,399.14 91,045.95- Loan against FDR 306.69 -

62


UNSECURED LOANSFrom Banks

- Commercial Paper - 8,000.00- Buyer Credit in Foreign Currency * 84,998.70 57,865.84

From Others- Loan From Related Party 1055.53 1,001.48- Loan From Director 300.50 -

4,98,300.03 5,56,408.24* from banks outside India

NOTE 8.1 Security Detail of Short Term Borrowings(i) Secured(a) ` 3,98,239.47 Lacs (Previous year ` 3,98,494.97 Lacs) secured by fi rst charge on current assets (both present and future) by way of hypothecation of stocks,

book–debts, investments, other current assets and all moveable property {(excepts assets exclusively charged to IKB Deutsche Industrie Bank, Germany, Unicredit Bank, Austria and Bayern LB Bank, Germany), KFW IPEX GmbH (Germany) and KFW Bank GmbH (Germany), Deutsche Bank SPA (Italy) and Intesa Sanpaolo SPA (Hongkong)} and further secured by second charge created and/or to be created on all movable assets forming part of fi xed/block of assets (both present & future) and on immovable properties, building, structure and all plant & machinery fastened to earth at Plot No. 22, 71, Industrial Area, Chandigarh,Derabassi on Ambala-Chandigarh Road,186,G.T. Road, Ludhiana, Bangihatti Serampore (Near Kolkata),village Dhubenchhapar, Khadiapali,Thelkoloi,Jangla, Brahmmipali, Derba, Katarbaga,Tumbekela and Dharropani,Distt Sambalpur Odisha, and two city offi ces situated at Chowringhee Road, Kolkata and residential premises situated at Alipore, Kolkata, situated Land at Village & P.S. Potka, Juri, Khariasia, Sarmanda, Rangamatia, Baribhumari, Porabhumari, Roladih Tangrasai, Distt East Singhbhum (Jamshedpur). The security ranks pari-passu inter-se between consortium member banks.Loans are further secured by personal guarantee of Chairman cum Managing Director and Vice Chairperson cum Administration Director.

(b) ` NIL (Previous year ` 76,955.19 Lacs) is secured by subservient charge of fi xed assets/current assets of the company. (c) ` 13,399.14 Lacs (Previous year ` 14,090.76 Lacs) is secured by First charge on current assets of the company.(ii) Unsecured

` 84,998.70 Lacs (Previous year ̀ 57,865.84 Lacs) is secured by personal guarantee of Chairman cum Managing Director and Vice Chairperson cum Administration Director.(` in Lacs)

NOTE - 9 TRADE PAYABLEOutstanding dues to Micro & Small Enterprises (Refer Note 34) 84.13 189.81Outstanding dues to other than Micro & Small Enterprises 1,08,825.35 76,637.70

1,08,909.48 76,827.51NOTE - 10 OTHER CURRENT LIABILITIESCurrent Maturities of Long Term Debts 66,204.51 1,95,614.46Interest Accrued but not due on borrowings 35,395.26 14,732.38Interest Accrued & Due on borrowings 35,503.09 -Advances from Customers 6,997.20 4,385.43Accrued Expenses 6,526.75 4,486.01Security Deposits 145.17 118.40Due to Directors 13.21 11.81Statutory Dues 23,708.83 18,830.46Other Payables* 5,912.97 7,173.23

1,80,406.99 2,45,352.18

*(Includes amount payable to employees)

NOTE -11 SHORT TERM PROVISIONSProvision for Employee Benefi ts Provision for Gratuity 227.76 363.05Provision for Leave Encashment 154.90 180.88Other ProvisionsProvision for Proposed Equity Dividend - 96.86Provision for Proposed Preference Dividend 85.88 45.82Provision for Tax on Proposed Equity Dividend - 16.46Provision for Tax on Proposed Preference Dividend 17.48 7.79Provision for Income tax (Net) - 6,446.95Provision for Wealth Tax (Net) 48.00 178.12

534.02 7,335.93

63


NOTE - 12 FIXED ASSETS (` in Lacs)

DESCRIPTION OFFIXED ASSETS

GROSS BLOCK DEPRECIATION NET BLOCK

As At01.04.2014

AdditionsDuring the

Year

Adjustment during the

year

Sale/DiscardedDuring the

Year

As At31.03.2015

As At01.04.2014

For the Year

Adjustmentduring the

Year

Written backduring the

Year

As at31.03.2015

As At31.03.2015

As At31.03.2014

Tangible Assets

Freehold Land 20,013.68 40.39 225.50 - 20,279.57 - - - - - 20,279.57 20,013.68

Leasehold Land 26,331.17 15,267.90 (225.50) 11.12 41,362.45 80.12 58.78 - - 138.90 41,223.55 26,251.05

Building 6,91,034.14 1,20,699.81 57,119.25 21.06 8,68,832.14 39,005.65 19,132.02 237.03 5.68 57,894.96 8,10,937.18 6,52,028.49

Railway Siding 2,680.66 - - - 2,680.66 990.96 202.13 - - 1,193.09 1,487.57 1,689.70

Plant & Equipment 19,04,094.83 4,46,926.37 2,33,394.40 1,740.07 25,82,675.53 3,09,605.68 46,469.92 1,001.64 927.51 3,54,146.45 22,28,529.08 15,94,489.15

Furniture & Fixture 1,642.62 453.22 (0.62) - 2,095.22 594.84 466.39 0.62 - 1,060.61 1,034.61 1,047.78

Offi ce Equipment 672.67 308.75 (0.37) 0.15 980.90 237.40 282.84 0.37 0.05 519.82 461.08 435.27

Vehicles 4,267.51 231.40 - 26.21 4,472.70 2,277.17 593.56 - 23.10 2,847.63 1,625.07 1,990.34

Assets not owned by the Company

7,087.91 - - 7,087.91 6,864.60 93.54 - 6,958.14 129.77 223.31

Sub-total (A) 26,57,825.19 5,83,927.84 2,90,512.66 1,798.61 35,30,467.08 3,59,656.42 67,299.18 1,239.66 956.34 4,24,759.60 31,05,707.48 22,98,168.77

Intangible Assets

Technical Knowhow 127.64 - - - 127.64 127.64 - - - 127.64 - -

Computer Softwares 1,882.89 188.87 - - 2,071.75 80.77 378.52 - - 459.29 1,612.45 1,802.10

Sub-total (B) 2,010.53 188.87 - - 2,199.39 208.41 378.52 - - 586.93 1,612.45 1,802.10

Total(A+B) 26,59,835.72 5,84,116.71 2,90,512.66 1,798.61 35,32,666.47 3,59,864.83 67,677.70 1,239.66 956.34 4,25,346.53 31,07,319.93 22,99,970.87

Previous Year 16,54,009.93 7,58,335.81 2,58,172.89 10,682.92 26,59,835.71 2,79,668.28 88,599.91 8,403.36 3,59,864.83

Capital Work-in-Progress 5,35,964.84 10,57,831.41

Intangible Assets Under Development

- -

Total 36,43,284.77 33,57,802.28

Note: 1. No write off has been done for lease hold land acquired on lease of 90 years and more.2. Depreciation for the year includes ` 842.01 Lacs (Previous year ` 761.64 Lacs) charged to Capital Work in Progress.3. Adjustment during the year includes:- a) Addition of ` 2,91,752.32 Lacs (Previous ` 2,58,172.89 Lacs) on account of borrowing cost/exchange fl uctuation and deduction for Depreciation Capitalised `1239.66 Lacs (Previous year Nil) b) ` Nil (Previous year ` 11.12 Lacs) regrouped from Building to leasehold land and ` 225.50 Lacs (Previous year ` 317.67 Lacs) regrouped from leasehold land to freehold land.

64


(` in Lacs)31.03.2015 31.03.2014

NOTE -13 NON-CURRENT INVESTMENTQUOTEDLong Term, Trade (Valued At Cost)Investment in Equity Shares (Fully paid up)- ASSOCIATESNova Iron & Steel Ltd (Refer note 32)1,42,69,146 (Previous Year 1,42,69,146 ) Equity Shares of ` 10/-each 7,672.35 7,672.35 - OTHERSOrissa Sponge Iron & Steel Ltd840 (Previous Year 840 ) Equity Shares of ` 10/-each 7.80 7.80 Aggregate Value of Quoted Investment (A) 7,680.15 7,680.15 UNQUOTEDLong Term, Trade (Valued At Cost)Investment in Equity Shares (Fully paid up)- ASSOCIATESAmbey Steel & Power Pvt Ltd28,14,215 (Previous Year 28,14,215 ) Equity Shares of ` 100/- each 2,828.29 2,828.29 Aarti Minerals (Australia) PTY. Ltd.*NIL (Previous Year 5,66,000) Ordinary Shares of AUD 1 each - 295.04 Less :- Provision for diminution - (295.04)- JOINT VENTURERohne Coal Company Pvt. Limited2,40,900 (Previous Year 2,40,900) Equity Shares of `10/- each fully paid up 24.09 24.09 - OTHERSSkap Electronics Pvt. Ltd.980 (Previous Year 980) Equity Shares of `100/- each 982.45 982.45 * De-registered on 27-02-2015Investment in Preference Shares (Fully paid up)- JOINT VENTURERohne Coal Company Pvt. Limited80,37,347 (Previous Year 69,19,778 ) 1% Non Cumulative Redeemable Preference Shares of `10/-each 803.73 691.98

Aggregate Value of Unquoted Investment (B) 4,638.57 4,526.81 (A+B) 12,318.72 12,206.96

Aggregate Value of Quoted Investment 7,680.15 7,680.15 Aggregate Value of Unquoted Investment 4,638.57 4,526.81 Market Value of Quoted Investment 1,137.08 2,725.95

NOTE - 14 LONG TERM LOANS AND ADVANCES(Unsecured, Considered good)Capital Advances 60,068.26 67,857.62 Security Deposits 8,115.76 8,956.61 Loans and Advances to Employees* 678.64 613.38 Advance For Long Term Investment (To a Joint Venture) 271.36 359.93 MAT Recoverable 80,590.00 82,940.00

1,49,724.02 1,60,727.54 *Loans and Advances include ` 96.50 Lacs (Previous year Nil ) due from director of the Company.Maximum amount outstanding at any time during the year ` 96.50 Lacs (Previous Year Nil)

NOTE - 15 OTHER NON CURRENT ASSETS(Unsecured,Considered Good Unless Stated Otherwise)(A) Long Term Trade Receivables

Considered Good 1,024.49 1,742.06 Doubtful 3,307.27 2,000.12

4,331.76 3,742.18 Less:- Provision For Doubtful Debts 2,181.50 2,000.12

2,150.26 1,742.06 (B) Cash & Bank Balance

Non Current Fixed Deposit (Refer Note-19) 3,159.01 234.49 5,309.27 1,976.55

65


66

(` in Lacs)31.03.2015 31.03.2014

NOTE - 16 CURRENT INVESTMENTUNQUOTEDNon- Trade (Valued at Lower of Cost and Fair Value)Canara Robeco Gold Saving Fund-dividend1181.7160 (Previous Year 12,32,869.1413) Units of ` 10/- each 0.10 120.13 Less :- Provision for diminution - (5.53)Canara Robeco Medium Term Opportunities47622.676 (Previous Year Nil) Units of ` 10/- each 5.00 - Canara Robeco Capital Project Oriented (Series 3)139630 (Previous Year Nil) Units of ` 10/- each 13.96 - Canara Robeco Capital Protech Oriented Fund (Series 4)138076 (Previous Year Nil) Units of ` 10/- each 13.81 - Canara Robeco Emerging Equities Growth2054.6540 (Previous Year Nil) Units of ` 10/- each 1.00 - Canara Robeco Equity Div Regular Growth8993.768 (Previous Year Nil) Units of ` 10/- each 8.72 - CP1G Union KBC Capital Protection Oriented Fund19,99,990(Previous Year 19,99,990) Units of ` 10/- each 200.00 199.77 CP2G Union KBC Capital Protection Oriented Fund20,00,000(Previous Year 20,00,000) Units of ` 10/- each 200.00 200.00 CP5G Union KBC Capital Protection Oriented Fund10,00,000(Previous Year 1000000) Units of ` 10/- each 100.00 100.00 Canara Robeco Capital Protection Oriented Fund (Series 2)5,50,000 (Previous Year 5,50,000) Units of ` 10/- each 55.00 55.00 Canara Robeco Tresure Advantage Fund-Dividend120.449 (Previous Year 289.6491) Units of ` 1000/- each 1.49 3.59 Canara Robeco Monthly Income Plan40828.9470 (Previous Year 38535.8780) Units of ` 10/- each 5.51 5.18 Canara Robeco Short Term Fund GrowthNIL (Previous Year 26120.2727) Units of ` 10/- each - 3.75 Canara Robeco Income Regular GrowthNIL. (Previous Year 39728.1930) Units of ` 10/- each - 10.00 PNB- Principal Income Fund Long Term Plan4,93,710.0710 (Previous Year 493710.0710) Units of ` 10/- each 100.00 100.00 DSP Blackrock MIP Fund Growth 2,36,603.5090(Previous Year 2,36,603.5090) Units of ` 10/- each 50.00 50.00 UTI Floating Rate Growth FundNil (Previous Year 5036.1868) Units of ` 100/- each - 103.20 UTI Nifty Index Fund-Growth93381.7120 (Previous Year 9778.7089) Units of ` 100/- each 42.00 4.00 UTI -CAPITAL PROTECH ORIENTED500000 (Previous Year Nil) Units of ` 100/- each 50.00 - UTI -Unit Scheme for Charitable & Religior Trust 7530.480 (Previous Year Nil) Units of ` 100/- each 18.50 - Aggregate Value of Unquoted Investment 865.09 949.09


67

(` in Lacs)31.03.2015 31.03.2014

NOTE - 17 INVENTORIESRaw Material 2,51,791.93 1,87,755.09 Raw Material-in-Transit 9,801.19 6,017.91 Work-in-Progress 4,637.70 4,256.19 Finished Goods 1,12,762.46 78,469.98 Finished Goods in Transit 7,223.96 5,832.93 Stock-in-Trade 15,763.60 1,269.86 Stores & Spares 32,786.28 33,802.94 Others 1,048.11 806.39

4,35,815.23 3,18,211.29

NOTE - 18 TRADE RECEIVABLE(Unsecured, Considered Good)Outstanding for a period exceeding six months from due date 1,578.84 2,922.21 Others 1,19,836.89 1,59,514.48

1,21,415.73 1,62,436.69 NOTE -19 CASH & BANK BALANCE(A) Cash and Cash Equivalents

Cash on Hand 181.27 59.63 Balances with Scheduled Banks

- In Current Account 8,089.49 12,425.57 - Deposits with original maturity of less than three months - 1,359.04

(B) Other Bank Balances Fixed Deposits Having Maturity Period:-

- For More Than 12 Months* 3,171.20 245.22 - 3 to 12 Months* 4,105.98 3,749.29

15,547.94 17,838.75 Less Non Current Fixed Deposit 3,159.01 234.49

12,388.93 17,604.26 *(Including interest accrued but not due, under bank lien)

NOTE -20 SHORT TERM LOANS & ADVANCES(Unsecured, Considered Good)

Advances recoverable in cash or in kind or for value to be received* 67,602.65 1,14,547.09 Loans and Advances -To related parties** 17,164.30 7,802.25 -To Employees*** 291.50 397.58 -To Corporate Bodies & Others 5,942.74 17,080.71 Advance Income Tax 5,735.16 - Balance with Excise Authorities 0.21 0.57 Balance of Modvat / Cenvat / Service Tax/ Vat 20,866.49 28,277.10

1,17,603.05 1,68,105.30 * Includes ` 13,692 Lacs (Previous year ` 13,692 Lacs) given to a Private Company in which directors are Members/Director.** Advance to a associate company.***Loans and Advances include ` Nil (Previous year ` 1.60 Lacs) due from offi cer of the Company. Maximum amount outstanding at any time during the year ` 1.60 Lacs (Previous year ` 3.35 Lacs).

NOTE -21 OTHER CURRENT ASSETSFixed Assets held for Disposal - 96.76

- 96.76


68

(` in Lacs)31.03.2015 31.03.2014

NOTE -22 REVENUE FROM OPERATIONSSales 8,42,050.78 8,73,328.30 Export Sales 1,58,633.86 2,35,571.33 Sales including Excise Duty 10,00,684.64 11,08,899.63 Other Operating RevenueScrap Sales 15,163.08 12,625.63 Export Sales (Scrap) 377.54 449.00 Export Incentives 3,385.88 6,895.49

18,926.50 19,970.12 Gross Revenue from Operations 10,19,611.14 11,28,869.75

NOTE -23 OTHER INCOMEMisc. Income 102.12 159.18 Profi t on Sale of Short Term Investment 3.14 141.40 Profi t on Sale/Discarded of Fixed Assets (Net) 17.19 15.16 Diminution on current investment written back 51.45 - Interest received* 4,597.02 4,313.42 Exchange Fluctuation 706.23 - Dividend Received on Current Investment 0.58 2.77

5,477.73 4,631.93 * Tax Deducted at Source ` 401.59 Lacs (Previous year ` 392.20 Lacs)NOTE -24 COST OF RAW MATERIAL CONSUMED Raw Material Consumed 4,72,094.66 4,65,912.19Less : Cost of Material Transferred to Projects Commissioned /Under Commissioning /Trial Run 401.06 842.59

4,71,693.60 4,65,069.60NOTE -25 CHANGE IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS & STOCK-IN-TRADEOpening StockFinished Goods 84,302.91 77,945.02Stock-in-Trade 1,269.86 5,819.71Work-In-Progress 4,256.19 5,747.89Others 806.39 769.50

90,635.35 90,282.12Closing StockFinished Goods 1,19,986.42 84,302.91Stock-in-Trade 15,763.60 1,269.86Work-In-Progress 4,637.70 4,256.19Others 1,048.11 806.39

1,41,435.82 90,635.35Net (50,800.47) (353.23)

NOTE -26 EMPLOYEES BENEFITS EXPENSESSalary, Wages & Bonus 43,505.41 40,038.34Contribution to PF & Other Funds 787.99 545.52Staff Benefi ts 529.95 667.88

44,823.35 41,251.74Less :

-Transferred to Projects Commissioned /Under Commissioning /Trial Run 9,532.70 13,729.8635,290.65 27,521.88


69

(` in Lacs)31.03.2015 31.03.2014

NOTE -27 FINANCE COSTSInterest Expenses 3,61,430.04 2,95,490.64Other Borrowing Costs 9,869.13 31,610.52

3,71,299.17 3,27,101.16Less :

-Transferred to Projects Commissioned /Under Commissioning /Trial Run 92,859.71 1,78,984.842,78,439.46 1,48,116.32

NOTE - 28 OTHER EXPENSESStores Consumed 46,103.00 29,179.12Power & Fuel 1,36,991.81 94,124.28Excise Duty Provided on Stock (Net) 1,245.81 3,161.73 Rates and Taxes 1,076.48 815.10Legal & Professional Charges 3,418.24 2,013.65Insurance 726.02 554.56Auditors' Remuneration 148.48 124.52Travelling & Conveyance 2,501.68 2,894.00Advertisement & Sales Promotion 121.59 168.06Postage, Telegrams & Telephone 475.80 531.03Utility & Facility 573.00 587.10Rebate and Discount 7,796.34 3,266.85Selling and Distribution Expenses 42,636.67 48,127.30C.S.R. Expenditure 1,507.45 - Selling Commission 664.30 492.25Repair and Maintenance :-

- Building 262.01 342.83- Machinery 4,188.44 4,882.93- Vehicle 1,249.47 1,125.58

Rent 120.40 24.01Other Administrative Expenses 317.49 427.13Exchange Fluctuation (Net) - 2,819.75Provision for Doubtful Debts 181.38 39.36Balances Written Off 39.67 - Diminution in Investment 0.01 5.53

2,52,345.54 1,95,706.66Less :

-Transferred to Projects Commissioned /Under Commissioning /Trial Run 5,870.98 8,218.392,46,474.56 1,87,488.27

(` in Lacs)31.03.2015 31.03.2014

NOTE - 29 CONTINGENT LIABILITY & COMMITMENTS.A Contingent Liability

Outstanding guarantees furnished to Banks & Financial Institutions-For Rohne Coal (Joint Venture) 3,137.00 3,137.00-Others 10,492.89 10,212.30Bills discounted with banks 33,921.92 43,239.49Claims against the Company not acknowledged as debt 19,194.17 12,601.42Central / State Sales Tax Act 12,293.08 8,145.87Odisha Entry Tax Act 516.98 516.98Central Excise Act,1944 15,412.75 13,791.26Income Tax Act,1961 3,817.04 3,847.37Service Tax 10.93 10.93


70

B Commitmentsa) Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of Advances)

2,54,876.35 2,63,064.13

b) Other CommitmentsLetters of credit (availed by the company) 6,579.18 35,853.21

NOTE - 30 Pellet Plant, Iron ore Benefi cation Plant, Cold Rolling Mill and Kilns have been commissioned during the year.

NOTE - 31 Pre - Operative Expenses (In respect of project to be capitalised)(` in Lacs)

31.03.2015 31.03.2014

EXPENDITURE DURING CONSTRUCTION / INSTALLATION

Opening Balance 2,40,559.84 2,88,742.31Pre-Operative/Trial Run Expenses transfer from Statement of Profi t and Loss (Refer note-24, 26 & 28)

15,804.74 22,790.84

Finance Costs (Refer note-27) 92,859.71 1,78,984.84Depreciation 842.01 1,09,506.46 761.64 2,02,537.32Total 3,50,066.30 4,91,279.63Less : Capitalised during the year 2,73,046.01 2,50,719.79Transferred to Capital Work in Progress 77,020.29 2,40,559.84

NOTE - 32 The company has made long term strategic investment in Nova Iron & Steel Ltd., having accumulated losses. The said company fi led a scheme of capital reduction and restructuring with Hon’ble High Court of Chhattisgarh, which approved the said scheme vide its order dated 18th Sept., 2012.Pursuant to the order of the Hon’ble High Court, the capital of the said company has been reduced from 15,05,81,200 No. of Equity Shares of ` 10/- each to 15,05,81,200 No. of Equity Shares of ` 2.40/- each. Also shares of said company were transferred under report which were acquired under SEBI (SAST) Regulations, in 2011.Simultaneously, pursuant to share holders approval 100 shares of ` 2.40/- each have been consolidated to 24 equity shares of ` 10/- each.In the opinion of management, the fall in market price of shares of Nova Iron & Steel Ltd. is temporary in nature. Based on legal opinion sought no provision for diminution has been made.

(` in Lacs)31.03.2015 31.03.2014

NOTE - 33 Auditor’s Remuneration includes:- Audit Fee 85.00 80.00

- Tax Audit Fee 25.00 20.00- Certifi cation Fee 20.00 10.00- Corporate Governance 10.00 5.00- Expenses Reimbursed 8.48 9.52 Total 148.48 124.52

NOTE - 34 In respect of amounts due to Micro, Small and Medium Enterprises under “The Micro, Small and Medium Enterprises Development Act 2006”, the Company has certifi ed that as a policy the payment to suppliers is made within 45 days except in disputed cases. The amount remaining unpaid as at 31st March, 2015 was ` 84.13 Lacs (Previous year ` 189.81 Lacs). In identifi ed cases, no interest was paid or payable under the Act.The detail of amount outstanding to Micro, Small and Medium enterprises based on available information with the company as under:-

(` in Lacs)31.03.2015 31.03.2014

Principal amount due and remaining unpaid - -

Interest due on above and the unpaid interest - -Interest Paid - -Payment made beyond the appointed day during the year - -Interest due and payable for the period of delay - -Interest Accrued and remaining unpaid - -Amount of further interest remaining due and payable in succeeding years - -


71

NOTE - 35 The Company has recognized liability based on substantial degree of estimation for excise duty payable on clearance of goods lying in stock as on 31.03.2015 of ` 9,625.69 Lacs (Previous year ` 8,379.87 Lacs) as per estimated pattern of dispatches. Actual outfl ow is expected in next year.There is no other present obligation requiring provision in accordance with the guiding principles as enunciated in Accounting Standard - 29 as notifi ed under Companies (Accounting Standard) Rules, 2006, as it is not probable that an outfl ow of resources embodying economic benefi t will be required.

NOTE - 36 As per Accounting Standard (AS)-15 “Employee Benefi ts”, the disclosure of employee benefi ts as defi ned in the Accounting Standards are given below:-

(A) Defi ned Contribution PlansContribution to defi ned contribution plan, recognized as expenses / pre-operative expensed is as under:

(` in Lacs)31.03.2015 31.03.2014

a) Employer contribution to Provident Fund / Other Funds 787.99 545.52b) Employer contribution to State Plans

i) Employee State Insurance 82.28 101.24ii) Labour Welfare Fund 1.42 0.82

(B) Defi ned Benefi t Plan:a) Leave Encashment/ Compensated Absence.b) Contribution to Gratuity Funds - Employee’s Gratuity Fund.

In accordance with Accounting Standard (AS)-15 (revised 2005), the actuarial valuation carried out in respect of the aforesaid defi ned benefi t plans is based on the following assumption.

(` in Lacs)i) Actuarial Assumptions:- Leave

Encashment/ Compensated

Absence 31.03.15

LeaveEncashment/

Compensated Absence 31.03.14

Employee Gratuity

Fund 31.03.15

Employee Gratuity

Fund 31.03.14

Discount Rate (per annum) 7.75% 8.50% 7.75% 8.50%Rate of increase in compensation levels 7.50% 7.50% 7.50% 7.50%Rate of return on plan assets. N.A. N.A. 9.40% 9.40%Expected Average remaining working lives of employees (years) 23.48 24.12 23.48 24.09

ii) Change in the obligation during the year ended 31st March, 2015Present value obligation as at beginning of the year 1,505.34 1,459.43 2,954.00 2,566.34Interest cost 127.95 116.75 251.09 205.31Past service cost - -Current service cost 317.11 301.92 459.54 425.11Curtailment cost - -Settlement cost - -Benefi ts paid (315.51) (207.12) (317.57) (142.30)Actuarial (gain)/ loss on obligations 85.93 (165.64) (144.19) (100.47)Present value obligation as at end of the year 1,720.82 1,505.34 3,202.87 2,954.00

iii) Change in fair value Plan AssetsFair value of plan assets as at beginning of the year - - 1,043.80 922.26Expected return on plan assets - - 98.12 86.69Contributions - - 208.33 180.12Benefi ts paid - - (317.57) (142.30)Actuarial gain/ (loss) on plan assets - - (4.96) (2.97)Fair value of plan assets as at end of the year - - 1,027.72 1,043.80

iv) Reconciliation of Present value of Defi ned Benefi t Obligation and Fair value of AssetsPresent value obligation as at end of the year 1,720.82 1,505.34 3,202.87 2,954.00Fair value of Plan Assets as at end of the year - - 1,027.72 1,043.80Funded status (1,720.82) (1,505.34) (2,175.15) (1,910.20)Present value of unfunded obligation as at end of the year - - - -Excess of actual overestimated - - (4.96) (2.97)Unfunded net asset/ (liability) recognised in Balance Sheet. (1,720.82) (1,505.34) (2,175.15) (1,910.20)


(` in Lacs)Leave

Encashment/ Compensated

Absence 31.03.15

LeaveEncashment/

Compensated Absence 31.03.14

Employee Gratuity

Fund 31.03.15

Employee Gratuity

Fund 31.03.14

v) Expenses recognised in Statement of Profi t and Loss

Current service cost 317.11 301.92 459.54 425.11Past service cost - - - -Interest cost 127.95 116.75 251.09 205.31Expected return on plan assets - - (98.12) (86.69)Curtailment cost - - - -Settlement cost - - - -Net Actuarial (gain)/ loss recognised during the year 85.93 (165.64) (139.23) (97.50)Paid to left employees - - - -Total Expense recognised in Statement of Profi t and Loss 530.99 253.03 473.28 446.23(Including transferred to capital work in progress)

Note:-The estimate of future salary increase considered in actuarial valuation takes into account infl ation, seniority, promotion and other relevant factors.

NOTE - 37 The Company is engaged in the Iron & Steel business which, in context of Accounting Standard-17 on Segment Reporting is considered the only business segment.

(` in Lacs)

31.03.2015 31.03.2014

a) Gross revenue of the Company as per geographical segment is as follows :- Within India 8,57,213.86 8,85,953.93Outside India (Including export incentives and high sea sales) 1,62,397.28 2,42,915.82Total 10,19,611.14 11,28,869.75

b) Trade Receivable of the Company as per geographical segment is as follows :- Within India 1,12,769.74 1,57,029.43Outside India 10,796.25 7,149.32Total 1,23,565.99 1,64,178.75The Company has common fi xed assets, other current assets and liabilities for producing goods for domestic as well as overseas market.

NOTE-38 Disclosure in accordance with the Accounting Standard-18 Related Party Transaction.(i) Key Managerial Personnel:

Mr. Sanjay Singal (Chairman & Managing Director)

Mrs. Aarti Singal (Vice Chairperson & Whole Time Director)

Mr. Ashok Kumar Khushu (Dy. Managing Director) (upto 20.05.2014)

Mr. R.P. Goyal (Whole Time Director)

Mr. H.C. Verma (Whole Time Director) (upto 29.05.2014)*

Mr. R.N. Yadav (Whole Time Director)

Mr. Dinesh Yadav (Whole Time Director) (w.e.f 01.01.2015)

72


(ii) Associates:Nova Iron & Steel Limited

Ambey Steel & Power Private Limited

Aarti Minerals (Australia ) PTY Ltd. (upto 27.02.2015)Jasmine Steel Trading Co. Ltd. Marsh Steel Trading Ltd.Vision Steel Ltd.Diyajyoti Steel Ltd

(iii) Joint Venture:Rohne Coal Company Pvt. Ltd.

(iv) Enterprise over which key managerial personnel and their relatives having signifi cant infl uence:Aarti International Ltd.Atma Ram House Investment Pvt.Ltd.Sanjay Singal (HUF)

(v) Relative of key managerial personnel:Mr. Aniket Singal

* Resigned from whole time director from 29.05.2014, but continuing as director of the company.

Transactions with the above related parties are as follows : (` in Lacs)Nature of Transactions

Subsidiaries Associates Joint Ventures Key Managerial Personnel

Enterprise over which key managerial personnel and their

relative having signifi cant infl uence

Relative of key managerial personnel

TOTAL

31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014Salary and PerquisitesMr. Sanjay Singal 76.52 69.03 76.52 69.03Mrs.Aarti Singal 40.50 36.00 40.50 36.00Mr.R.N.Yadav 30.31 27.55 30.31 27.55Mr. R.P.Goyal 35.25 31.53 35.25 31.53Mr. H.C. Verma 5.36 33.15 5.36 33.15Mr. A.K. Khushu - 34.00 - 34.00Mr. Dinesh Kumar Yadav 4.10 - 4.10 -Total 192.04 231.26 192.04 231.26Rent PaidAtma Ram House Invesment Pvt.Ltd.

7.80 8.40 7.80 8.40

Rent ReceivedAmbey Steel & Power Pvt. Ltd.

- 0.30 - 0.30

For Preference Shares:Rohne Coal Company Pvt. Ltd.

17.31 127.38 17.31 127.38

Interest earnedNova Iron & Steel Ltd. 2007.90 908.05 2007.90 908.05R.P.Goyal 4.12 - 4.12 -Interest ExpenseAarti International Ltd. 60.05 - 60.05 -PurchaseNova Iron & Steel Ltd. 145.52 2650.01 145.52 2650.01SaleNova Iron & Steel Ltd. 2686.83 1427.80 2686.83 1427.80Loan ReceivedAarti International Ltd. 1000.00 1001.48 1000.00 1001.48Sanjay Singal 43.50 - 43.50 -Aarti Singal 257.00 - 257.00 -Total 300.50 - 1300.50 1001.48Loan GivenNova Iron & Steel Ltd. 8064.95 8064.95Issue of Pref.Shares of the CompanyJasmine Steel Trading Ltd.

- 19399.65 - 19399.65

Marsh Steel Trading Ltd. - 19123.35 - 19123.35Vision Steel Ltd. - 18866.73 - 18866.73Diyajyoti Steel Ltd - 19088.40 - 19088.40Sanjay Singal 2563.97 14944.90 2563.97 14944.90Aarti Singal 2444.98 14565.85 2444.98 14565.85Sanjay Singal (HUF) 2519.98 8748.50 2519.98 8748.50Aniket Singal 2470.97 6050.00 2470.97 6050.00Total 76478.13 5008.95 29510.75 2519.98 8748.50 2470.97 6050.00 9999.90 120787.38Bank Guarantee IssuedRohne Coal Company Pvt. Ltd.

- 3137.00 - 3137.00

73


Balance as at 31st March, 2015 (` in Lacs)Nature of Transactions

Subsidiaries Associates Joint Ventures Key Managerial Personnel

Enterprise over which key managerial personnel and their

relative having signifi cant infl uence

Relative of key managerial personnel

TOTAL

31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014

Payable (including for expense Reimbursement)

Mr. Sanjay Singal 5.47 3.57 5.47 3.57

Mrs. Aarti Singal 2.95 2.22 2.95 2.22

Mr.R.N. Yadav 1.45 0.98 1.45 0.98

Mr. R.P. Goyal - 1.61 - 1.61

Mr. H.C. Verma - 3.05 - 3.05

Mr. Dinesh Kumar Yadav

3.34 - 3.34 -

Total 13.21 11.43 13.21 11.43

Receivable

Mr. R.P. Goyal 96.50 - 96.50 -

Trade/Other Receivable

Nova Iron & Steel Ltd. 3996.95 4150.53 3996.95 4150.53

Security Deposit

Atma Ram House Investment Pvt.Ltd.

13692.00 13692.00 13692.00 13692.00

Adv. Paid for Share Capital:-

For Preference Shares:

Rohne Coal Company Pvt. Ltd.

271.36 359.93 271.36 359.93

Investment :-

In Equity Shares:

Aarti Minerals (Australia) Pty.Ltd.

- 295.04 - 295.04

Ambey Steel & Power Pvt. Ltd.

2828.29 2828.29 2828.29 2828.29


24.09 24.09 24.09 24.09


In Preference Share:


803.73 691.98 803.73 691.98

Total 10500.64 10795.68 827.82 716.07 11328.46 11511.75

Loan Received Including Interest

Aarti International Ltd. 1055.53 1001.48 1055.53 1001.48

Sanjay Singal U/L 43.50 - 43.50 -

Aarti Singal U/L 257.00 - 257.00 -

Loan & Interest Recoverable


Bank Guarantee Issued


3137.00 3137.00 3137.00 3137.00

74


NOTE - 39 Earning Per Share (EPS) (` in Lacs)

31.03.2015Nos.

31.03.2014Nos.

Opening Balance of Equity Share (NOS) 19,37,15,000 19,37,15,000Total Number of Equity Shares for EPS (A) 19,37,15,000 19,37,15,000Potential Equity Shares On Conversion of Convertible Debts* -- 1,88,95,349Potential Equity Shares On Conversion of Preference Shares* -- 2,87,49,143Weighted Average of Diluted Potential Equity Shares (B) -- 4,76,44,492Weighted Average of Equity Shares for Diluted EPS (C)=(A+B) 19,37,15,000 24,13,59,492Profi t after tax (1,36,311.36) 63,548.88Less:- Preference dividend including tax thereon 103.36 53.61Earnings Attributable To Equity Shareholders – For EPS (D) (1,36,414.72) 63,495.27Add: Preference Dividend including tax thereon N.A 53.61Earnings Attributable To Equity Shareholders-For Diluted EPS (E) (1,36,414.72) 63,548.88Basic Earning Per Share (`) (D/A) (70.42) 32.78Diluted Earning Per Share (`) (E/C) (70.42) 26.33* As the Conversion of preference share/convertible debts has anti dilutive effect, it has been ignored in current year as per the requirement of Accounting Standard-20 on ‘Earning per share’. In the previous year conversion was made at estimated issue price of ` 344/- Per equity share.

NOTE - 40 The Company has one joint venture namely Rohne Coal Company Private Limited incorporated in India. The Company has 24.09% holding in the joint venture.

Based on the audited fi nancial statements received, the proportionate share of assets, liabilities, income and expenditure of the entity is as under:

(` in Lacs)31.03.2015 31.03.2014

Equity and Liabilities Shareholder’s Funds-Share Capital 827.83 716.07-Reserves and Surplus (209.70) 8.36Total 618.13 707.71

Share Application Money Pending Allotment 249.41 342.29Current Liabilities- Trade Payables 867.29 -- Other Current Liabilities 8.90 0.10- Long Terms Loans & Advances 115.32 0.27

991.51 0.37Total 1,859.05 1,050.37Non-Current Assets- Tangible Assets 305.12 304.86- Capital Work-In-Progress - 703.72- Long Terms Loans & Advances 768.32 36.95Total 1,073.44 1,045.53Current Assets- Cash and Bank Balances .63 4.82- Short Terms Loans and Advances 784.97 .02Total 785.60 4.84Grand Total 1,859.05 1,050.37IncomeOther Income - 0.64Expenses- Finance Cost 84.92 -- Administrative, Selling and Distribution Expenses 116.42 0.45Total 201.34 0.45Profi t/(Loss) Before Tax (201.34) .19Capital Commitment - 2.24Contingent Liability (Bank Guarantee Issued by the Company for Rohne Coal Company Pvt. Ltd.) 3,137.00 3,137.00

75


76

NOTE - 41 Derivative Instrumentsa) The company has entered into derivatives instruments for hedging currency risk. Forward contracts entered into by the company

and outstanding as on 31.03.2015 are as follows :-Current Year Previous Year

US$ Equivalent

(Lacs)

INR Equivalent

(Lacs)

US$ Equivalent

(Lacs)

INR Equivalent

(Lacs)Loan Payable - - 1,600.00 96,160.00

b) The Foreign currency exposure that are not hedged by derivatives instruments as on 31.03.2015 are as follows:-i ) Amount receivable in foreign currency on account of :-

Sale of Goods 172.49 10,796.25 118.96 7,149.32Advance to Supplier against Goods 456.06 28,544.79 467.62 28,104.07Fixed Deposit 0.24 14.88 0.30 18.22

ii) Amount payable in foreign currency on account of :- Creditors 295.82 18,515.13 615.69 37,003.08Loans, Acceptances / Interest Payable 11,599.53 7,26,014.46 12,714.99 7,64,171.03Security Deposits 302.34 18,923.74 93.40 5,613.44Advance received from Customers 95.04 5,948.68 13.21 793.93

NOTE - 42 Remitance in foreign currency on account of DividendThe Company has paid dividend in respect of shares held by Non-Residents on repatriation basis. The amount remittable in this respect is given herein below:

Current Year Previous Year(a) Number of Non-Resident Shareholders 1 1(b) Number of Equity Shares held by them 1,07,14,285 1,07,14,285

US$ INR US$ INR (c) i) Amount of dividend paid (Gross) 8,720.72 5,35,714.00 8,693.13 5,35,714.00

ii) Tax deducted at source - - - -iii) Year to which dividend relates 2013-14 2012-13

NOTE - 43 Balances on account of trade/other receivables, trade/other payables and loans and advances are subject to the confi rmation and reconciliation with respective parties.

NOTE - 44 Previous Year Figures have been rearranged/regrouped wherever considered necessary.

NOTE - 45 Pursuant to Companies Act 2013 (the Act), becoming effective from1 April 2014,the company has re-worked depreciation with reference to the estimated useful lives of fi xed assets prescribed under Schedule II to the Act and/or useful life of fi xed assets as per technical evaluation. As a result the change of depreciation is lower by `60,463.54 Lacs for the Year ended 31 March 2015.Subsequent to Notifi cation’s Act 2013, Company has charged off transitional provision amounting to ` 1,091.89 Lacs, net of depreciation capitalized, to Statement of Profi t and Loss.

NOTE - 46 The Supreme Court of India, vide its order dated 24/09/2014, cancelled number of coal blocks allocated to various entities which includes three coal block allocated to the company and one of its associated company (Joint Venture) which were under development, Subsequently, the Government of India has issued the Coal Mines (Special Provision) Act 2015, which inter-alia deal with the payment of compensation to the effected parties in regard to investment in coal blocks.No effect has been taken on the value of investment made by the company in the de-allocated coal blocks and in Equity Shares/ Preference shares/ advance for share capital in the associated company whose coal blocks have been de-allocated. In the opinion of the management the Company/ associated company will receive back the payments/ expenditure paid/ made, including borrowing cost and other incidental expenditure, relating to de-allocated coal blocks.


77

NOTE - 47 In accordance with Reserve Bank of India (RBI) Circular DBR No. BP.BC. 53/21.04.132/2014-15 Dt. 15th December 2014 allowing fl exible restructuring of existing project loans (with option of periodic refi nancing) to operational infrastructure/core industries projects the consortium of banks with SBI as the lead bank has allowed fl exible restructuring of long term loans under “5/25” scheme by aligning their debt repayment obligations with cash fl ow generated during their economic life.The steering committee and joint lenders forum have approved long term viability and have structured the debt in accordance with extant guidelines of RBI. Rupee term loans are structured into loan with twenty fi ve year tenor. Lenders are in the process of obtaining sanctions for the implementation of the long term viability plan from their respective authorities. The Proposed long term viability plan has also been approved by the independent evaluation committee (IEC) constituted under RBI Guideline, held on 20/03/2015 and 25/03/2015. In view of the approval of the scheme, but pending sanctions by the lender banks, the company has classifi ed long term borrowings maturity/overdue period in accordance with the scheme considered and approved by Joint Lenders Forum (JLF) dt. 27/02/2015

NOTE - 48 Due to the loss incurred during the year, the Company has applied to the Central Government for the approval of managerial remuneration paid during the year. The approval from Central Government is still awaited. Hence, remuneration paid is subject to approval of the Central Government.

NOTE - 49 The company has promoted a company namely M/S Global Steel & Minerals Pte Ltd. in Singapore during fi nancial year 2013-14. Company has neither contributed nor has any intention to contribute in the share capital of M/S Global Steel & Minerals Pte Ltd. Hence the same is not treated as a subsidiary.

NOTE - 50 The company has during the year given intercorporate deposits to M/S Nova Iron & Steel Ltd. amounting to ` 8,064.95 Lacs to be utilised for general purpose repayable with interest on demand at interest rate not below the bank rate. The company is in process of obtaining no objection certifi cate from Public Financial Institutions.

NOTE - 51 Bills discounted of ` 742.94 Lacs (including interest accrued) from a Public Financial Institution, remained overdue for more than ninety days as on the date of the Balance Sheet, have been paid before 27th June 2015.

NOTE - 52 CSR Expenditure a) Gross amount required to be spent by the company during the year ` 1,750.99 Lacsb) Amount spend during the year on : (` in Lacs)

In Cash Yet to be Paid Totali) Construction/acquisition of any assets (charged to Statement of Profi t &

Loss as company has no control on assets).1,400.98 - 1,400.98

ii) On purpose other than (i) above. 106.47 - 106.47Total charged to Statement of Profi t & Loss 1,507.45 - 1,507.45

NOTE - 53 OTHER ADDITIONAL INFORMATION

A. DETAIL OF OPENING STOCK, CLOSING STOCK AND SALES (` in Lacs)i) Opening Stock :- 31.03.2015 31.03.2014

Iron Ore Pellet 78.66 -H.R.Coil 9,081.60 12,296.44Sponge Iron 123.66 679.45Cold Rolled Steel Strips/Sheets/Coils 31,166.66 20,174.48Pig Iron 87.78 104.36Bars, Rods of Alloys Steel, Iron & Non Alloy Steel & Other Hot Rolled Products 10,409.37 12,489.15Iron & Non Alloy Steel and Alloy Steel Ingots/Billets & Other Primary Forms 2,504.73 4,252.80Galvanised Steel Strips/Sheets 10,714.04 10,324.27Black & Galvanised Steel Tubes & Pipes & ERW Precision Tubes 14,113.05 10,242.00Colour Coated Sheets 5,852.50 7,176.28Cable Tape 170.86 205.79Iron & Steel 1,269.86 5,819.71

85,572.77 83,764.73


78

(` in Lacs)ii) Closing Stock :- 31.03.2015 31.03.2014

Iron Ore Pellet 1,038.04 78.66

H.R.Coil 19,308.87 9,081.60

Sponge Iron 107.74 123.66

Cold Rolled Steel Strips/Sheets/Coils 41,001.28 31,166.66

Pig Iron - 87.78

Bars, Rods of Alloys Steel, Iron & Non Alloy Steel & Other Hot Rolled Products 16,455.45 10,409.37

Iron & Non Alloy Steel and Alloy Steel Ingots/Billets & Other Primary Forms 5,327.06 2,504.73

Galvanised Steel Strips/Sheets 12,590.68 10,714.04

Black & Galvanised Steel Tubes & Pipes & ERW Precision Tubes 17,876.58 14,113.05

Colour Coated Sheets 6,165.44 5,852.50

Cable Tape 115.28 170.86

Iron & Steel 15,763.60 1,269.86

1,35,750.02 85,572.77

iii) Turnover : - 31.03.2015 31.03.2014Iron Ore Pellet 17,175.23 13,418.61

H.R. Coil 53,073.34 90,686.10

Sponge Iron 1,678.15 201.81

Cold Rolled Steel Strips/Sheets/Coils 2,67,524.57 3,08,959.40

Bars, Rods of Alloys Steel, Iron & Non Alloy Steel & Other Hot Rolled Products 1,08,898.41 1,54,740.38

Metallurgical Coke 109.50 807.65

Iron & Non Alloy Steel and Alloy Steel Ingots/Billets & Other Primary Forms 198.30 5,682.38

Galvanised Steel Strips/Sheets 2,25,034.08 2,26,210.66

Black & Galvanised Steel Tubes & Pipes & ERW Precision Tubes 2,31,152.64 1,96,728.67

Colour Coated Sheets 67,000.79 60,538.57

Cable Tape 9,758.32 7,939.99

Power 1,420.46 2,897.24

Sale of Inputs 634.26 1,009.13

Iron & Steel 17,026.58 39,079.08

Scrap & Others 15,540.62 13,074.59

Export Incentive 3,385.88 6,895.49

10,19,611.14 11,28,869.75

B. Consumption of raw material and components :- 31.03.2015(` in Lacs)

31.03.2014(` in Lacs)

Raw Material ConsumedIron Ore 85,379.33 89,581.83Coal / Coke 1,35,100.05 1,09,217.05Dolomite 5,320.21 4,819.79Hot Rolled, Galvanised, Sheet & Coil, Steel Scrap etc. 1,91,235.88 2,19,523.76Zinc/ Allumunium 49,210.11 37,502.33Paint 5,849.08 5,267.43

4,72,094.66 4,65,912.19

C. Purchase of goods traded :-Iron & Steel 31,743.54 33,238.10

31,743.54 33,238.10


79

D. C.I.F. value of Imports :- (` in Lacs)31.03.2015 31.03.2014

i) Raw Material 1,73,955.03 94,369.96ii) Raw Material Traded 13,576.64 25,630.24iii) Stores & Spares 9,247.87 5,967.37iv) Capital Goods 47,887.74 21,683.13

E. Expenditure incurred in Foreign Currency :-i) Travelling 111.97 162.97ii) Interest 31,083.60 28,990.13iii) Bank Charges & Front End Fees 1,099.30 19,017.33iv) Commission 292.06 119.28v) Others 1,009.50 321.46F. Earning in Foreign Currency :-i) FOB Value of Exports 1,51,942.86 2,26,569.04

G. Value of Imported and Indigenous Raw Material, Spares and Components consumed :-31.03.2015(` in Lacs)

% age 31.03.2014(` in Lacs)

% age

i) Raw MaterialImported 2,06,630.63 43.77 1,17,743.54 25.27Indigenous 2,65,464.03 56.23 3,48,168.65 74.73

4,72,094.66 100.00 4,65,912.19 100.00ii) Stores & Spares

Imported 10,103.95 21.92 6,721.62 23.04Indigenous 35,999.06 78.08 22,457.50 76.96

46,103.00 100.00 29,179.12 100.00





FCS 4054


80

NOTES


At Bhushan Power and Steel Limited (BSPL), we are amongst the forerunners of steel manufacturers in India. We have a diverse product mix. Our fully integrated and consolidated manufacturing facilities in Rengali, Odisha span the value chain.

Our continuous ability to innovate enables us to enhance our execution and service delivery. The growing level of dedication and passion to excel gives us the confi dence to meet our desired growth objectives.

The fi nancial year 2014-15 has shown that there was slow but steady recovery in several major economies, mainly U.S and Europe. Though there were signs of this recovery in the short term, there will be challenges in the medium term, as there is overcapacity in China and Europe, which can be corrected with sustained growth in demand in the medium and long term.

During the fi nancial year under review, world-wide annual steel production increased less as compared to the previous year, whereas the World steel demand grew more which is higher than that which was forecast due to stronger than expected demand in the developed world in the second half of the year. The emerging economies however continue to struggle with structural issues and fi nancial market volatility. At present, global steel demand recovery continues but growth is stabilising at a lower rate with continued volatility and uncertainty in the many emerging economies leading to a challenging environment for steel companies. But higher growth in worldwide steel demand bodes well for the steel sector as a whole.

Through the waves of change that the world has witnessed, BPSL has continually focused on driving and maintaining excellence in operations. This has found expression in a relentless drive for excellence in process, product and people; a culture of continuous improvement; and a spirit of continuous progress, which has helped us sustain growth through turbulent times.

BPSL - A Glance

Primary Products Flat Products

Sheet Pipe

Long Products Others

ANNUAL REPORT 2014-2015

Bhushan Power & Steel Limited1st Floor, F Block, International Trade Tower,

Nehru Place, New Delhi -110 019T: 91-11-30451000 Fax: 91-11-23712737

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