Download - BHUSHAN STEEL (ORISSA) LIMITED
BHUSHAN STEEL (ORISSA) LIMITED
ANNUAL REPORT 2019-20
CORPORATE INFORMATION
(As on December 21, 2020)
Mr. Rajeev Singhal Non-Executive Director and Chairman
Mr. Sanjib Nanda Non-Executive Director Ms. Neha Harlalka Non-Executive Director Registered Office Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 Tel: + 91-11-39194000 Fax: + 91-11-41010050 Email: [email protected] Website: www.tatasteelbsl.co.in
Corporate Identity Number CIN U93000DL2010PLC202028 Auditors M/s Mehra Goel & Co. (Firm Registration No. 000517N)
BOARD OF DIRECTORS
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
BOARD’S REPORT [Pursuant to Section 134(3) of the Companies Act, 2013 and
Rule 8 of the Companies (Accounts Rules, 2014]
To
The Members,
Bhushan Steel (Orissa) Limited
Your Directors present to you the 10th Annual Report of Bhushan Steel (Orissa) Limited (“Company”)
together with the Audited Financial Statements for the year ended March 31, 2020.
A. FINANCIAL PERFORMANCE AND STATE OF AFFAIRS
(Figures in Rs.)
Particulars Year ended
March 31, 2020 March 31, 2019
Sales and Other Income 0 0
Interest and Finance Charges 37,518.00 55,946.00
Profit before depreciation & Tax (37,518.00) (55,946.00)
Profit before Tax (37,518.00) (55,946.00)
Provisions for Current Taxation 0 0
Provision for deferred tax (MAT Credit Utilized) 0 0
Profit after tax (37,518.00) (55,946.00)
B. FINANCIAL PERFORMANCE
During the year, the Company incurred losses amounting to Rs. (37,518/-) as against losses of Rs.
(55,946/-) in the previous financial year.
C. DIVIDEND
In view of the Net Loss incurred during the year under review, the Board does not recommend
payment of any dividend to its shareholders for the financial year 2019-20.
D. TRANSFER TO RESERVES
In view of the losses incurred during the year under review, the Company does not propose to
transfer any amount to its General Reserve. However, the losses have been carried forward to
reserves and surplus account.
E. IMPACT OF COVID-19
Members of the Company are aware of the COVID - 19 novel coronavirus outbreak which has been
declared as a pandemic by the World Health Organisation. The outbreak of the COVID-19
pandemic has led to an unprecedented health crisis and has disrupted economic activities and
trade globally.
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
As the outbreak spread in India, the Company initiated measures to closely monitor the situation to
safeguard the health, welfare and safety of all its employees.
The health and safety of its workforce being the topmost priority, the Company is focusing on
operating safely and efficiently so it can continue to service its customer(s).Continuous
communication to spread awareness about the pandemic is being ensured.
F. MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR
The following material developments took place during the financial year 2019-20:
1. Alteration of Memorandum of Association of the Company
The Company is a wholly owned subsidiary of Tata Steel BSL Limited (‘TSBSL’ / ‘Holding
Company’). Tata Steel Limited acquired TSBSL through its subsidiary Bamnipal Steel Limited
on May 18, 2018 (‘Acquisition’), through the corporate insolvency resolution process under
the Insolvency and Bankruptcy Code, 2016. Post-Acquisition, the Holding Company
reconstituted the Board of Directors of the Company (‘New Management’).
The New Management in the interest of the Company, was exploring ways to deploy its
resources towards such activities which would create greater value for the Company and the
TSBSL group. Accordingly, it was proposed to amend the main objects clause of the
Memorandum of Association to the extent of amending the main business activity of the
Company for undertaking management, supply etc. of manpower resources thereby shifting
from manufacturing category to service category.
Accordingly, shareholders of the Company accorded their approval to the abovementioned
modification / amendment of the main objects clause of the Memorandum of Association by
way of a Special Resolution passed at the Extraordinary General Meeting of the Company held
on February 10, 2020. The alteration of the Memorandum of Association was confirmed by the
Ministry of Corporate Affairs on February 27, 2020.
2. Adoption of new Articles of Association of the Company
The earlier Articles of Association (‘AoA’) of the Company were based on the Companies Act,
1956. With the enforcement of the Companies Act, 2013 (‘Act’), it was considered expedient to
adopt a new set of Articles of Association.
The shareholders of the Company accorded their approval for the adoption of a new set of
Articles of Association of the Company at the Extraordinary General Meeting of the Company
held on February 10, 2020.
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
G. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE CLOSURE OF THE
FINANCIAL YEAR AND THE DATE OF THIS REPORT
There are no material changes and commitments affecting the financial position of the Company
which have occurred since March 31, 2020 till the date of this Report.
H CORPORATE GOVERNANCE
1. Board Meetings
The Board comprises 3 (Three) Directors, all of whom are Non-Executive Directors (‘NED’).
As on March 31, 2020, Mr. Rajeev Singhal, Mr. Sanjib Nanda and Ms. Neha Harlalka continue
to be the Directors on Board of the Company.
None of the Directors of the Company are disqualified under Section 164(2) of the Companies
Act, 2013.
During FY2019-20, the Board of Directors met 4 (four) times on April 09, 2019,
July 24, 2019, November 15, 2019 and January 13, 2020 respectively.
The intervening gap between two meetings did not exceed the period prescribed under the
Companies Act, 2013.
The Board of Directors of the Company are not required to constitute any statutory committees
as prescribed under the provisions of the Companies Act, 2013.
2. Board Composition and details of change in Directors or Key Managerial Personnel of
the Company
There was no change in the Directors and Key Managerial Personnel of the Company during
the year under review.
Re-appointment of Director retiring by Rotation
In terms of Section 152 of the Companies Act, 2013, Mr. Sanjib Nanda (DIN 01045306), Non-
Executive Director, will retire at the ensuing Annual General Meeting of the Company and
being eligible seeks re-appointment. The Board recommends his re-appointment.
The necessary resolutions for re-appointment of Mr. Sanjib Nanda (DIN 01045306), form part of the Notice convening the ensuing AGM scheduled to be held on December 29, 2020 (‘Notice’).
The profile and particulars of experience, attributes and skills that qualify Mr. Nanda for Board
membership are disclosed in the said Notice.
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
3. Policy relating to appointment and remuneration of Directors and discharge of their
duties
The provisions of Section 178(1) relating to the constitution of the Nomination and
Remuneration Committee are not applicable to the Company and hence the Company has not
devised any policy relating to appointment of Directors, payment of Managerial remuneration,
Directors qualifications, positive attributes, independence of Directors and other related matters
as provided under Section 178(3) of the Companies Act, 2013.
4. Particulars of Employees
The Company had no employees on its rolls as on March 31, 2020.Accordingly, the disclosure
under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of
Companies (Appointment and Remuneration) of Managerial Personnel Rules, 2014 is not
applicable to the Company.
5. Independent Directors’ Declaration
The provisions of section 149 of the Companies Act, 2013 read with the Rules there under
pertaining to the appointment of Independent Directors are not applicable to the Company.
6. Internal Financial Control Systems
The Board of Directors of the Company is responsible for ensuring that Internal Financial
Controls have been laid down in the Company and that such controls are adequate and
operating effectively.
As required under Section 134(3)(q) of the Act read with Rule 8(5)(viii) of the Companies
(Accounts) Rules, 2014, the Company has in place Internal Financial Controls, commensurate
with the size, scale and nature of the Company’s operations.
7. Risk Management Policy
The Board to the best of its knowledge states that, at present there are no such risks that might
threaten the existence of the Company.
8. Vigil Mechanism
Being a wholly owned subsidiary of Tata Steel BSL Limited, the provisions of Section
177 of the Act are not applicable to the Company and accordingly your Company is not
required to have a formal whistle blower mechanism.
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
9. Related Party Transactions
During FY2019-20, the Company has not entered into any transactions with its related parties.
10. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
As on March 31, 2020, the Company did not have any employee on its rolls. Therefore, the
requirement of constituting the Internal Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 does not apply to the Company.
11. Directors’ Responsibility Statement
The Company is in compliance with various accounting and financial reporting requirements in
respect of the financial statements for the year under review.
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Board
of Directors, to the best of its knowledge and ability, confirms that:
a) in the preparation of the annual accounts for FY2019-20, the applicable accounting
standards have been followed and that there were no material departures;
b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the loss
of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
12. Auditors
The Members of the Company at the Annual General Meeting held on September 29, 2015
approved the appointment of M/s Mehra Goel & Co, Chartered Accountants (Firm Registration
No. 000517N) as the Statutory Auditors of the Company for a period of 5 (five) years
commencing from the conclusion of the 5th Annual General Meeting held on September 29,
2015 until the conclusion of the 10th Annual General Meeting of the Company.
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
M/s Mehra & Goel Co, Statutory Auditors have audited the books of accounts of the Company
for the financial year ended March 31, 2020 and have issued Auditors’ Report thereon.
The Auditors Report does not contain any qualification, reservation, adverse remark or
disclaimer. During the year under review, the Statutory Auditors did not report any fraud under
Section 143(12) of the Act, therefore, no details are required to be disclosed under Section
134(3)(ca) of the Act.
The Board of Directors of the Company proposes the appointment of M/s Singhi & Co,
Chartered Accountants (Firm Registration No.302049E) as the Statutory Auditors of the
Company for a period of 5 years, commencing from the conclusion of the ensuing 10th Annual
General Meeting till the conclusion of the 15th Annual General Meeting to be held in the year
2025, in place of the retiring auditors of the Company, M/s Mehra & Goel Co., Chartered
Accountants.
M/s Singhi & Co, Chartered Accountants, have given their consent for appointment as statutory
auditors of the Company and have also confirmed that their appointment, if made, would be
within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that
they are not disqualified to be appointed as statutory auditors in terms of the applicable
provisions of the Companies Act, 2013 and the rules made thereunder.
The resolution for appointment of the Statutory Auditors forms part of the Notice convening the
forthcoming AGM
13. Extract of Annual Return
An extract of the Annual Return in Form MGT-9 as required under the provisions of the
Companies Act, 2013 and related rules, each as amended, is annexed to this report as
Annexure-1 and forms a part of this Report. A copy of the Annual Return of the Company is
available at http://tatasteelbsl.co.in/Investor%20Relations%20pdf/Forms/Form%20MGT-
9%20Extract%20of%20Annual%20Return2020%20Bhushan%20Steel%20(Orissa)%20Limited.
14. Significant and Material Orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company’s operations in future
There have been no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company’s operations in future during the
financial year under review.
15. Particulars of Loans, Guarantees or Investments
The Company has not given any loans, guarantees or made any investment as per the
provisions of Section 186 of the Companies Act, 2013, during the year under review.
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
The Company did not give any loans, directly or indirectly to any person (other than to
employees) or to other body corporate, nor did it give any guarantee or provide any security in
connection with a loan to any other body corporate or person during the financial year under
review.
16. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo
The information as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 does not apply to the Company. Hence, there is
nothing to report in this regard as below:
a. Conservation of Energy: The Company is not a major consumer of energy.
b. Technology absorption: Nil
c. Foreign Exchange earnings and outgo: Nil
17. Loans from Directors
The Company has not received any loans from its Directors during the financial year ended
March 31, 2020.
18. Deposits
During FY 2019-20, the Company has not accepted or renewed any public deposits from the
public nor has any outstanding unclaimed or unpaid deposits as on March 31, 2020 within the
meaning of Section 73 of the Companies Act, 2013 and the rules made there under.
19. Secretarial Standards
During FY2019-20, the Company has complied with the provisions of the applicable Secretarial
Standards issued by The Institute of Company Secretaries of India.
20. Change in the nature of business
During FY 2019-20, the Company the shareholders of BSOL accorded their approval for
alteration of the Main Objects clause of the Memorandum of Association of the Company at the
Extraordinary General Meeting held on February 10, 2020, thereby shifting the Company from
manufacturing category to service category. The change in the Main Objects clause was
confirmed by the Ministry of Corporate Affairs on February 27, 2020.
21. Changes in capital structure
During the year under review, there has been no changes in the capital structure of the
Company.
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
22. Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiary, Joint Venture and Associate as on
March 31, 2020.
23. Secretarial Auditor and Report
The provisions of Section 204 of the Act with regards to Secretarial Audit are not applicable to
your Company.
24. Corporate Social Responsibility
The Company does not meet the minimum thresholds as prescribed under Section 135(1) of
the Companies Act, 2013 and hence, is not required to constitute a Corporate Social
Responsibility Committee. The Company does not have a policy on Corporate Social
Responsibility.
25. Disclosure on maintenance of cost records:
The Company is not required to maintain cost records as specified by the Central Government
under Section 148(1) of the Act and accordingly such accounts and records were not prepared
and maintained for FY 2019-20.
ACKNOWLEDGEMENTS
Your Directors wish to take the opportunity to place on record their sincere appreciation and gratitude to
the Government of India, various State Governments, Banks, Financial Institutions, shareholders and
concerned Government departments and agencies for their continued support.
On Behalf of the Board of Directors
Bhushan Steel (Orissa) Limited
Sd/-
Rajeev Singhal
Chairman
(DIN: 02719570)
Place: Kolkata
Date: December 11, 2020
Annexure-1
Form No. MGT-9
EXTRACT OF ANNUAL RETURN AS ON MARCH 31, 2020
[Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. Registration and other details
i CIN U93000DL2010PLC202028
ii Registration Date October 27, 2010
iii Name of the Company Bhushan Steel (Orissa) Limited
iv Category/Sub-Category of the Company Public Company / Limited by shares
v Address of the Registered office and contact details
Ground Floor, Mira Corporate Suites, Plot No 1 & 2, Ishwar Nagar, Mathura Road, New Delhi-110065 Tel: 91-11-39194000 Fax: 91-11-41010050 E-mail: [email protected] Website: www.tatasteelbsl.co.in
vi Whether listed company Yes/No No
vii Name, Address and Contact details of Registrar and Transfer Agent, if any
NA
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:
SN Name and Description of main products / services
NIC Code of the Product/ service
% to total turnover of the Company
1. Human resources provision and management of human resources functions
783 -
III. Particulars of Holding, Subsidiary and Associate Companies
SN Name and address of the Company
Holding (%)
Holding Company (Pursuant to Section 2(46) of Companies Act, 2013
1 Tata Steel BSL Limited (Formerly Bhushan Steel Limited) Ground Floor, Mira Corporate Suites, Plot No 1 & 2, Ishwar Nagar, Mathura Road, New Delhi-110065 CIN: L74899DL1983PLC014942
99.98
Subsidiary Companies (Pursuant to Section 2(87)(ii) of Companies Act, 2013
NA
Associate Companies (Pursuant to Section 2(6) of Companies Act, 2013)
NA
IV. Share holding pattern (Equity Share Capital Breakup as Percentage of Total Equity)
a) Category-wise Share Holding Category of Shareholders No. of Shares held (April 1, 2019) No. of Shares held (March 31, 2020) %
Change
Electronic Physical Total % of Total
Shares Electronic Physical Total % of Total
Shares
A. Promoters (including Promoter Group)
(1) Indian
a) Individual/ Hindu Undivided Family
0 6 6 00.01 0 6 6 00.01 0.00
b) Central Government 0 0 0 0.00 0 0 0 0.00 0.00
c) State Government 0 0 0 0.00 0 0 0 0.00 0.00
d) Bodies Corporate 0 49,994 49,994 99.99 0 49,994 49,994 99.99 0.00
) Financial Institutions/Banks 0 0 0 0.00 0 0 0 0.00 0.00
f) Others (trusts) 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (A) (1) 0 50,000 50,000 100.00 0 50,000 50,000 100.00 0.00
(2) Foreign
a) Individuals Non-Resident Individuals
0 0 0 0.00 0 0 0 0.00 0.00
b) Other Individuals 0 0 0 0.00 0 0 0 0.00 0.00
c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
d) Banks/ Financial Institutions
0 0 0 0.00 0 0 0 0.00 0.00
e) Any Other (Specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total(A)(2) 0 0 0 0.00 0 0 0 0.00 0.00
Total shareholding of Promoter and Promoter Group (A) = (A)(1) + (A)(2)
0 50,000 50,000 100.00 0 50,000 50,000 100.00 0.00
B. Public Shareholding
(1) Institutions
a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00
b) Financial Institutions/Banks 0 0 0 0.00 0 0 0 0.00 0.00
c) Central Government 0 0 0 0.00 0 0 0 0.00 0.00
d) State Government 0 0 0 0.00 0 0 0 0.00 0.00
d) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
e) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
f) Foreign Institutional Investors
0 0 0 0.00 0 0 0 0.00 0.00
g) Foreign Venture Capital Investors
0 0 0 0.00 0 0 0 0.00 0.00
h) Provident Funds/ Pensions Funds
0 0 0 0.00 0 0 0 0.00 0.00
j) Any Other (Specify) Limited Liability Partnership
0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (B)(1) 0 0 0 0.00 0 0 0 0.00 0.00
(2) Non-Institutions
a) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
b) Individuals
i) Individualshareholders holding nominal share capital upto Rs. 1 lakh
0 0 0 0.00 0 0 0 0.00 0.00
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh
0 0 0 0.00 0 0 0 0.00 0.00
c) Others: i) Clearing Member
0 0 0 0.00 0 0 0 0.00 0.00
ii) Non-Residents 0 0 0 0.00 0 0 0 0.00 0.00
iii) NBFCs registered with RBI 0 0 0 0.00 0 0 0 0.00 0.00
iv) Foreign Company 0 0 0 0.00 0 0 0 0.00 0.00
v) Trusts 0 0 0 0.00 0 0 0 0.00 0.00
vi) IEPF 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (B)(2) 0 0 0 0.00 0 0 0 0.00 0.00
Total Public Shareholding (B) = (B)(1) + (B)(2)
0 0 0 0.00 0 0 0 0.00 0.00
C. Shares held by Custodian for GDRs & ADRs
0 0 0 0.00 0 0 0 0.00 0.00
Grand Total (A+B+C) 0 50,000 50,000 100.00 0 50,000 50,000 100.00 0.00
b) Shareholding of Promoters (including Promoter Group)
c) Change in Promoters’ (including Promoter Group) Shareholding
SN Particulars Date Shareholding Cumulative Shareholding during the year
No. of shares
% of total shares of the Company
No. of shares
% of total shares of the Company
1
Tata Steel BSL Limited (Formerly Bhushan Steel Limited)
At the beginning of the year April 01, 2019 49,984 99.98 49,984 99.98
At the end of the year March 31, 2020 49,984 99.98 49,984 99.98
2
Bhushan Steel (South) Limited
At the beginning of the year April 01, 2019 10 00.02 10 00.02
At the end of the year March 31, 2020 10 00.02 10 00.02
3
Rajeev Singhal (Nominee of Tata Steel BSL Limited)
At the beginning of the year April 01, 2019 1 0.00 1 0.00
At the end of the year March 31, 2020 1 0.00 1 0.00
4
Sanjib Nanda (Nominee of Tata Steel BSL Limited)
At the beginning of the year April 01, 2019 1 0.00 1 0.00
At the end of the year March 31, 2020 1 0.00 1 0.00
5
Ujjal Chakraborti (Nominee of Tata Steel BSL Limited)
At the beginning of the year April 01, 2019 1 0.00 1 0.00
At the end of the year March 31, 2020 1 0.00 1 0.00
6
Neha Harlalka(Nominee of Tata Steel BSL Limited)
At the beginning of the year April 01, 2019 1 0.00 1 0.00
At the end of the year March 31, 2020 1 0.00 1 0.00
7 Raj Kumar Singh (Nominee of Tata Steel BSL Limited)
At the beginning of the year April 01, 2019 1 0.00 1 0.00
At the end of the year March 31, 2020 1 0.00 1 0.00
8 Dibyendu Dutta (Nominee of Tata Steel BSL Limited)
At the beginning of the year April 01, 2019 1 0.00 1 0.00
At the end of the year March 31, 2020 1 0.00 1 0.00
Note: There has not been any change in the shareholding of the promoters in the FY 2019-20.
SN
Shareholder’s Name
Shareholding (April 1, 2019) Shareholding (March 31, 2020 % change in shareholding
during the year
No. of Shares
% of total
Shares
% of total Shares
Pledged/encumbered to total shares
No. of Shares
% of total
Shares
% of total Shares
Pledged / encumbered
to total shares
1 Tata Steel BSL Limited (Formerly Bhushan Steel Limited)
49984 99.98 0.00 49984 99.98 0.00 0.00
2 Bhushan Steel (South) Limited
10 0.02 0.00 10 0.02 0.00 0.00
3 Mr. Rajeev Singhal (Nominee of Tata Steel BSL Limited)
1 0.00 0.00 1 0.00 0.00 0.00
4 Mr. Sanjib Nanda (Nominee of Tata Steel BSL Limited)
1 0.00 0.00 1 0.00 0.00 0.00
5 Mr. Ujjal Chakraborti (Nominee of Tata Steel BSL Limited)
1 0.00 0.00 1 0.00 0.00 0.00
6 Ms. Neha Harlalka (Nominee of Tata Steel BSL Limited)
1 0.00 0.00 1 0.00 0.00 0.00
7 Mr. Raj Kumar Singh (Nominee of Tata Steel BSL Limited)
1 0.00 0.00 1 0.00 0.00 0.00
8 Mr. Dibyendu Dutta (Nominee of Tata Steel BSL Limited)
1 0.00 0.00 1 0.00 0.00 0.00
Total 50,000 100.00 0.00 50,000 100.00 0.00 0.00
e) Shareholding of Directors and Key Managerial Personnel:
SN Particulars Date Shareholding Cumulative Shareholding
during the year
No. of shares
% of total shares of the Company
No. of shares
% of total shares of the Company
1
Rajeev Singhal (Nominee of Tata Steel BSL Limited)
At the beginning of the year April 01, 2019 1 0.00 0 0.00
At the end of the year March 31, 2020 1 0.00 1 0.00
2
Sanjib Nanda (Nominee of Tata Steel BSL Limited)
At the beginning of the year April 01, 2019 1 0.00 0 0.00
At the end of the year March 31, 2020 1 0.00 1 0.00
3 Neha Harlalka (Nominee of Tata Steel BSL Limited)
At the beginning of the year April 01, 2019 1 0.00 0 0.00
At the end of the year March 31, 2020 1 0.00 1 0.00
Note: There has not been any change in the shareholding of the Directors in the FY 2019-20.
V. Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Particulars Secured Loans excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid
NIL
Total (i+ii)
Change in Indebtedness during the financial year
Addition Reduction
Net Change
Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid
Total (i+ii)
VI. Remuneration of directors and key managerial personnel A. Remuneration to Managing Director, Whole-time Directors and/or Manager
SN Particulars of Remuneration
Name of MD/WTD/ Manager
Total Amount in Rs.
1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax
d) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) SN Name of
shareholders Shareholding Cumulative Shareholding during the year
No. of Shares % of total shares of the Company
No. of Shares % of total shares of the Company
There are no shareholders in the Company other than directors and promoters
Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
NIL
2. Stock Option
3. Sweat Equity
4. Commission - as % of profit - others
5. Others (PF, SAF and other past retirement benefits)
Total (A)
Ceiling as per the Act – N.A.
B. Remuneration to other directors
SN Name Commission Sitting Fees Total Compensation
Non-Executive Directors
1 Mr. Rajeev Singhal NIL 2 Mr. Sanjib Nanda
3 Ms. Neha Harlalka
Total
The Non-Executive Non-Independent Directors, who are in the full-time employment with any other Tata Company was not paid sitting fees, in line with the internal guidelines of the Company.
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
SN Particulars of Remuneration Key Managerial Personnel
Total
1 Gross salary: (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income Tax Act, 1961
NIL
2 Stock Option
3 Sweat Equity
4 Commission - as% of profit - others
5 Others (PF, SAF and other past retirement benefits)
Total
VII. Penalties/punishment/compounding of offences There were no penalties/punishments/compounding of offences under the Companies Act, 2013 for the year ended March 31, 2020.
On behalf of the Board of Directors
Sd/- Rajeev Singhal
Chairman DIN - 02719570
Place: Kolkata Date: December 11, 2020
INDEPENDENT AUDITOR’S REPORT
To
The Members of Bhushan Steel (Orissa) Limited
Report on the Ind AS Financial Statements
Opinion
We have audited the accompanying Ind AS financial statements of BHUSHAN STEEL
(ORISSA) LIMITED (‘the Company’), which comprise the balance sheet as at 31 March
2020 and the statement of profit and loss, statement of changes in equity and statement of cash
flows for the year then ended, and notes to the financial statements, including a summary of
the significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid financial 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 March31, 2020 and
loss, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion.
We conducted our audit of Ind AS financial statements in accordance with the Standards on
Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities
for the Audit of the Financial Statements section of our report. We are independent of the
company in accordance with the Code of Ethics issued by the Institute Of Chartered
Accountants Of India together with the ethical requirements that are relevant to our audit of
the financial statements under the provisions of the Companies Act, 2013 and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key Audit matters are those matters that, in our professional judgment, were of most
significance in our Audit of the financial statements for the current period. These matters were
addressed in the context of our Audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide our separate opinion on these matters.
We have determined that there are no key audit matters to communicate in our report.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the preparation of the other information.
The other information comprises the information included in the Board’s Report including
Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and
Shareholder’s Information, but does not include the Ind AS financial statements and our
auditor’s report thereon.
Our opinion on the Ind AS financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
In connection with our audit of the Ind AS financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
inconsistent with the Ind AS financial statements or our knowledge obtained during the course
of our audit or otherwise appears to be materially misstated.
Based on the work we have performed, there is no material misstatement contained in other
information the extent made available to us prior to the date of this auditor’s report. The
management intends to prepare and issue Director Report, Annual return and other related
information for FY 2019-20 in due course and has represented to us that Ind AS financial
statements and other information will be consistent with one another.
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 Ind AS financial
statements that give a true and fair view of the financial position, financial performance,
(changes in equity) and cash flows of the Company in accordance with the Accounting
Principles generally accepted in India, including the accounting Standards specified under
Section 133 of the Act. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of 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
financial controls, that were operating effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the company or to cease operations, or has no realistic alternative but to do so. Those
Board of Directors are also responsible for overseeing the company’s financial reporting
process.
Auditor’s Responsibilities for the Audit of Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of
the Companies Act, 2013, we are also responsible for expressing our opinion on
whether the company has adequate internal financial controls system in place and the
operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date
of our auditor’s report. However, future events or conditions may cause the Company
to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Companies
Act, 2013, we give in the “Annexure A”, a statement on the matters specified in the
paragraph 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.
(c) The Balance sheet, the Statement of Profit and Loss, the Statement of Changes in Equity
and the Cash Flow Statement dealt with by this Report are in agreement with the books of
account.
(d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting
Standards specified under Section 133 of the Act read with relevant Rule 7 of the
Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on 31 March
2020 taken on record by the Board of Directors, none of the directors is disqualified as on
31 March 2020 from being appointed as a director in terms of Section 164 (2) of the Act;
(f) With respect to the adequacy of the Internal Financial Controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate Report
in “Annexure B”.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with
the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given
to us, the Company has not paid any remuneration to its directors during the year
(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 does not have any pending litigation which would impact its
financial position;
ii. The Company did not have any long- term contracts including derivative contracts
for which there were any material foreseeable losses; and
iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund.
FOR MEHRA GOEL & CO.
Chartered Accountants
Registration No.: 000517N
sd/-
Vaibhav Jain
Partner
M. No. : 515700
Place: New Delhi
Dated: 11th December, 2020
ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT
The Annexure ‘A’ referred to in our Independent Auditors’ Report to the members of the
Company on the financial statements of BHUSHAN STEEL (ORISSA) LIMITED for the year
ended 31st March 2020, we report that:
i) In respect of its Fixed Assets:
The Company does not have any fixed assets. Thus, paragraph 3(i)(a) to 3(i) (c) of the Order
is not applicable.
ii) In respect of Inventory:
The Company does not have any inventory. Thus, paragraph 3(ii) of the Order is not
applicable.
iii) According to the information and explanations given to us, the Company has not granted
secured or unsecured loan to a company, firm, LLP or other entity covered in the register
maintained under Section 189 of the Companies Act, 2013. Accordingly, the provisions of
sub-paragraph (a) and (b) of the Order are not applicable.
iv) In our opinion and according to information and explanations given to us, the company has
not given any loan, guarantee and security covered under the provisions of section 185 and
186 of the Companies Act,2013
v) According to the information and explanations given to us, the Company has not accepted
any deposits which are covered under the provisions of section 73 to 76 of the Companies
Act, 2013.
vi) In our opinion and according to the information and explanations given to us, the Central
Government has not prescribed the maintenance of cost records under sub section (1) of
Section 148 of the Companies Act, 2013.
vii)
According to the information and explanations given to us, in respect of Statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues
including provident fund, employees’ state insurance, income-tax, sales-tax, service
tax, duty of customs, value added tax, cess goods and service tax and any other material
statutory dues to the appropriate authorities, wherever applicable and there were no
undisputed dues in arrears as at 31st March., 2020 for a period of more than six months
from the date they become payable.
(b) According to the information and explanations given to us, there are no dues of goods
and service tax, sales tax, duty of excise, service tax, value added tax and other
statutory dues have not been deposited by the Company on account of disputes.
viii)
According to the information and explanations given to us, we are of the opinion that the
Company has not taken any loan from banks and financial institutions or debenture
holders, the said clause is not applicable.
ix) To the best of our knowledge and according to the information and explanations given to
us, the company has not raised money by way of initial public offer or further public offer
(including debt instruments and term loans during the year, the said clause is not
applicable.
x)
To the best of our knowledge and according to the information and explanations given to
us, no material fraud by the company or on the Company by its officers or employees has
been noticed or reported during the course of our audit.
xi)
xii)
xiii)
xiv)
xv)
xvi)
According to the information and explanations give to us and based on our examination of
the records of the Company, the company has not paid any managerial remuneration.
In our opinion and according to the information and explanations given to us, the
Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not
applicable.
According to the information and explanations given to us and based on our examination
of the records of the company, the company has not entered any transactions with the
related parties during the year.
According to the information and explanations give to us and based on our examination of
the records of the Company, the Company has not made any preferential allotment or
private placement of shares or fully or partly convertible debentures during the year.
According to the information and explanations given to us and based on our examination
of the records of the company, the company has not entered into non-cash transactions
with directors or persons connected with him.
As per our information, the company is not required to be registered under Section 45-1A
of the Reserve Bank of India Act, 1934.
FOR MEHRA GOEL & CO.
Chartered Accountants
Registration No.: 000517N
sd/-
Vaibhav Jain
Partner
M. No. : 515700
Place: New Delhi
Dated: 11th December, 2020
Annexure - B to the Auditors’ Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143
of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of BHUSHAN STEEL
(ORISSA) LIMITED (“the Company”) as of 31 March, 2020 in conjunction with our audit of the
financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial
controls based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants
of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of
adequate internal financial controls that were operating effectively for ensuring the orderly and
efficient conduct of its business, including adherence to company’s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information, as required under the
Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit
of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on
Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,
2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of
Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether adequate internal financial controls
over financial reporting was established and maintained and if such controls operated effectively in
all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our audit of
internal financial controls over financial reporting included obtaining an understanding of internal
financial controls over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks
of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
company's internal financial control over financial reporting includes those policies and procedures
that - (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorisations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorised
acquisition, use, or disposition of the company's assets that could have a material effect on the
financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including
the possibility of collusion or improper management override of controls, material misstatements due
to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal
financial controls over financial reporting to future periods are subject to the risk that the internal
financial control over financial reporting may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial reporting were
operating effectively as at 31 March 2020, based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal control stated in
the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.
FOR MEHRA GOEL & CO.
Chartered Accountants
Registration No.: 000517N
sd/-
Vaibhav Jain
Partner
M. No. : 515700
Place: New Delhi
Dated: 11th December, 2020
BHUSHAN STEEL (ORISSA) LTD
Balance Sheet as at 31st March, 2020
(All amounts in Rupees except as otherwise stated)
-
As at As at
31st March, 2020 31st March 2019
I ASSETS
(1) Current assets
Financial assets
Cash and cash equivalents 2 3,03,590 3,41,108
Total Assets 3,03,590 3,41,108
II EQUITY AND LIABILITIES
(1)
Equity share capital 3 5,00,000 5,00,000
Other Equity 4 (2,14,110) (1,76,592)
Total Equity 2,85,890 3,23,408
(2) LIABILITIES
(a) Current liabilities
Other Financial liabilities 5 17,700 17,700
Total Current Liabilities 17,700 17,700
Total Equity and Liabilities 3,03,590 3,41,108
Notes & Significant Accounting Policies 1 to 16
In terms of report attached For and on behalf of board of directors
For MEHRA GOEL & CO.
Chartered Accountants
(Registration No.: 000517N)
sd/- sd/- sd/-
VAIBHAV JAIN SANJIB NANDA RAJEEV SINGHAL
PARTNER DIRECTOR DIRECTOR
M. No.: 515700 (DIN : 01045306) (DIN : 02719570)
Place: New Delhi Place: New Delhi Place: Kolkata
Dated: 11th December, 2020
Particulars Notes
Equity
BHUSHAN STEEL (ORISSA) LTD
Statement of Profit and Loss for the year ended 31st March, 2020
(All amounts in Rupees except as otherwise stated)
Notes For the Year ended 31st
March, 2020
For the Year ended 31st
March 2019
I REVENUE
Revenue from operations - -
Other income - -
Total Revenue (I) - -
II EXPENSES
Other expenses 6 37,518 55,946
Total expenses (II) 37,518 55,946
III Profit before exceptional items and tax (I-II) (37,518) (55,946)
IV Exceptional Items
V Profit/(loss) before tax (III-IV) (37,518) (55,946)
VI Tax expense:
(1) Current Tax - -
(2) Deferred Tax - -
VII Profit/ (loss) for the period / year (V+VI) (37,518) (55,946)
VIII Other Comprehensive Income - -
IX Total Comprehensive Income (VII+VIII) (37,518) (55,946)
Earnings per equity share 7
(1) Basic earnings per share -0.75 -1.12
(2) Diluted earnings per share -0.75 -1.12
Notes & Significant Accounting Policies 1 to 16
In terms of report attached For and on behalf of board of directors
For MEHRA GOEL & CO.
Chartered Accountants
(Registration No.: 000517N)
sd/- sd/- sd/-
VAIBHAV JAIN SANJIB NANDA RAJEEV SINGHAL
PARTNER DIRECTOR DIRECTOR
M. No.: 515700 (DIN : 01045306) (DIN : 02719570)
Place: New Delhi Place: New Delhi Place: Kolkata
Dated: 11th December, 2020
Particulars
BHUSHAN STEEL (ORISSA) LTD
Statement of Change in Equity for the Period ended 31st March, 2020
(All amounts in Rupees except as otherwise stated)
(a) Equity Share Capital
Equity shares of Rs. 10 each issued,
subscribed and fully paidNo of Shares Share Capital
At 1 April 2019 50,000 5,00,000
At 31st March, 2020 50,000 5,00,000
At 1 April 2018 50,000 5,00,000
At 31 March 2019 50,000 5,00,000
(b) Other equity
Reserves and
surplus
Retained
Earning
Total
Note 4 Note 4
As at April 01, 2018 (1,20,646) - (1,20,646)
Profit for the period (55,946) - (55,946)
Other Comprehensive Income - - -
Total Comprehensive Income (55,946) - (55,946)
Cash Dividend - - -
Redemption premium - - -
Dividend distribution tax - - -
Transfer to general reserve - - - At March 31, 2019 (1,76,592) - (1,76,592)
Profit for the period (37,518) - (37,518)
Other Comprehensive Income - - -
Total Comprehensive Income (37,518) - (37,518)
Cash Dividend - - -
Dividend distribution tax - - -
Transfer to general reserve - - - At March 31, 2020 (2,14,110) - (2,14,110)
Notes & Significant Accounting Policies 1 to 16
In terms of report attached For and on behalf of board of directors
For MEHRA GOEL & CO.
Chartered Accountants
(Registration No.: 000517N)
sd/- sd/- sd/-
VAIBHAV JAIN SANJIB NANDA RAJEEV SINGHAL
PARTNER DIRECTOR DIRECTOR
M. No.: 515700 (DIN : 01045306) (DIN : 02719570)
Place: New Delhi Place: New Delhi Place: Kolkata
Dated: 11th December, 2020
Items of Other
Comprehensive
Income
BHUSHAN STEEL (ORISSA) LTD
Statement of Cash Flow for the Year ended 31st March, 2020
(All amounts in Rupees except as otherwise stated)
Particulars Notes For the Year ended
31st March, 2020
For the Year ended
31st March 2019
A Cash Flow from Operating Activities
1 Profit Before Tax
Profit before tax from continuing operations (37,518) (55,946)
2 Adjustments for :
3 Operating Profit before Working Capital Changes (1+2)
(37,518) (55,946)
4 Change in Working Capital:
(Excluding Cash & Bank Balances)
Trade and Other Payables - (43,045)
Change in Working Capital - (43,045)
5 Cash Generated From Operations (3+4) (37,518) (98,991)
6 Less : Taxes paid
7 Net Cash Flow from Operating Activities (5-6) (37,518) (98,991)
B Cash Flow from Investing Activities:
Net Cash Generated/(Used) in Investing Activities: - -
C Net Cash Flow From Financing Activities:
Net Cash Generated/(Used) from Financing Activities: - -
D Net Change in Cash & cash equivalents (37,518) (98,991)
(A+B+C)
E - 1 Cash & cash equivalents as at end of the Year 3,03,590 3,41,108
E - 2 Cash & cash equivalents as at the beginning of Year 3,41,108 4,40,099
NET CHANGE IN CASH & CASH EQUIVALENTS (E 1-2) (37,518) (98,991)
Cash & cash equivalents comprises:-
Bank Balances - Current account 3,00,370 3,37,888
Cash Balances, Including Imprest 3,220 3,220
3,03,590 3,41,108
Reconciliation of cash and cash equivalents
Cash & cash equivalents as per statement of cash flows 3,03,590 3,41,108
Adjustment: Cash credit/ Bank overdraft - -
Cash & cash equivalents as per Balance sheet 3,03,590 3,41,108
Notes & Significant Accounting Policies 1 to 16
In terms of report attached For and on behalf of board of directors
For MEHRA GOEL & CO.
Chartered Accountants
(Registration No.: 000517N)
sd/- sd/- sd/-
VAIBHAV JAIN SANJIB NANDA RAJEEV SINGHAL
PARTNER DIRECTOR DIRECTOR
M. No.: 515700 (DIN : 01045306) (DIN : 02719570)
Place: New Delhi Place: New Delhi Place: Kolkata
Dated: 11th December, 2020
BHUSHAN STEEL (ORISSA) LTD
Notes to the Financial Statements for the Year ended 31st March, 2020
(All amounts in Rupees except as otherwise stated)
2 Cash and cash equivalent
As at As at
31st March, 2020 31st March 2019
a) Balance with banks
A - In current accounts 3,00,370 3,37,888
b) Cash on hand 3,220 3,220
3,03,590 3,41,108
As at As at
31st March, 2020 31st March 2019
a) Balance with banks
A - In current accounts 3,00,370 3,37,888
b) Cash on hand 3,220 3,220
3,03,590 3,41,108
For the purpose of the statement of cash flows, cash and cash equivalents comprise the following:
Particulars
Particulars
BHUSHAN STEEL (ORISSA) LTD
Notes to the Financial Statements for the Year ended 31st March, 2020
(All amounts in Rupees except as otherwise stated)
3 Share Capital
As at As at
31st March,
2020
31st March
2019
a) Authorised Share Capital
i) Equity share capital
1,00,000 (March 31, 2019: 1,00,000) equity shares of Rs. 10/- each 10,00,000 10,00,000
Total 10,00,000 10,00,000
b) Issued capital
Equity share capital
50,000 (March 31, 2019: 50,000) equity shares of Rs. 10/- each 5,00,000 5,00,000
5,00,000 5,00,000
c) Subscribed and paid up capital
Equity share capital
50,000 (March 31, 2019: 50,000) equity shares of Rs. 10/- each 5,00,000 5,00,000
5,00,000 5,00,000
d) Reconciliation of number of shares outstanding and the amount of
share capital
i) Equity share capital
Number of
shares
Amount Number of
shares
Amount
Shares outstanding at the beginning of the year 50,000 5,00,000 50,000 5,00,000
Shares issued during the year - - - -
Shares bought back during the year - - - -
Shares outstanding at the end of the year 50,000 5,00,000 50,000 5,00,000
e) Rights, preferences and restrictions attached to the equity shares
f) Details of the Shareholders holding more than 5% share in the Company
ParticularsNumber of
shares held% of holding
Number of
shares held% of holding
Equity shares of INR 10/- each fully paid up
Tata Steel BSL Limited (Formerly known as Bhushan Steel Limited)* 49,990 99.98% 49,990 99.98%
*Including Nominees Shares
Particulars
As at As at
Particulars
31st March, 2020 31st March 2019
31st March, 2020 31st March 2019
The Company has only one class of equity share having a par value of INR 10/- each per share. Each shareholder is eligible for one vote for
every share held and are entitled to dividend declared from time to time.
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, in proportion to their shareholding.
BHUSHAN STEEL (ORISSA) LTD
Notes to the Financial Statements for the Year ended 31st March, 2020
(All amounts in Rupees except as otherwise stated)
4 Other Equity
Particulars Amount
a) Retained earnings
At 01 April 2018 (1,20,646)
Profit/(loss) during the period (55,946)
At 31 March 2019 (1,76,592)
Profit/(loss) during the period (37,518)
Closing balance (2,14,110)
BHUSHAN STEEL (ORISSA) LTD
Notes to the Financial Statements for the Year ended 31st March, 2020
(All amounts in Rupees except as otherwise stated)
5 Other Financial liabilities
As at As at
31st March, 2020 31st March 2019
Creditor for other Liabilities
Dues of Micro, Small and Medium Enterprises - -
Dues to others 17,700 17,700
A 17,700 17,700
Particulars
Current
BHUSHAN STEEL (ORISSA) LTD
Notes to the Financial Statements for the Year ended 31st March, 2020
(All amounts in Rupees except as otherwise stated)
6 Other Expenses
For the year ended For the year ended
31st March, 2020 31st March 2019
Accounting Charges - -
Rates and taxes 2,000 8,400
Legal and professional charges 17,110 28,480
Payment to Auditors:
Statutory Audit fees 17,700 17,700
Bank Charges 708 1,366
Total 37,518 55,946
Particulars
BHUSHAN STEEL (ORISSA) LTD
Notes to the Financial Statements for the Year ended 31st March, 2020
(All amounts in Rupees except as otherwise stated)
7 Earning per share
31st March, 2020 31st March 2019
Profit attributable to equity holders for basic earnings (37,518) (55,946)
Dilution effect - -
Profit attributable to equity holders adjusted for dilution effect (37,518) (55,946)
50,000 50,000
Earning Per Share
Basic -0.75 -1.12Diluted -0.75 -1.12
8 Employee benefits
There is no employee, hence no provision is required for retirement benefits.
9 Dues to Micro, Small and Medium Enterprises
10 Related party disclosures
A Relationship
i) Ultimate Holding Company
Tata Steel Limited
ii) Holding Company
Tata Steel BSL Limited (Formerly known as Bhushan Steel Limited)
iii) Fellow Subsidiary
Bhushan Steel Australia Pty Ltd
Bowen Energy Ltd.
Bowen Coal Pty Ltd
Bowen Consolidated Pty Ltd.
Bhushan Steel (South) Ltd
Bhushan Steel Madhya Bharat Ltd
Angul Energy Limited (Formerly known as Bhushan Energy Ltd.)
B There are no related party transactions as identified by the company during the period and relied upon by the auditors. There are no dues payable or
recoverable from related parties as at 31st March 2020 or at any time during the period.
Basic and Diluted EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the company by the weighted average
number of Equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the company by the weighted average number of Equity shares
outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity
shares into Equity shares.
* There have been no other transactions involving Equity shares or potential Equity shares between the reporting date and the date of authorisation of
these financial statements.
To the extent of information available with the company, no amount is due under Micro, Small and Medium Enterprises Development Act 2006.
Names of related parties and description of relationship
The following reflects the income and share data used in the basic and diluted EPS computations:
Particulars
Weighted Average number of equity shares used for computing Earning Per Share (Basic &
Diluted) *
BHUSHAN STEEL (ORISSA) LTD
Notes to the Financial Statements for the Year ended 31st March, 2020
(All amounts in Rupees except as otherwise stated)
11 Significant accounting judgements, estimates and assumptions
JUDGEMENTS
ESTIMATES AND ASSUMPTIONS
12 Financial Instruments & Financial risk management objectives and policies
i. Categories of Financial Instruments
As at As at
31st March,
2020
31st March
2019
Financial assets
Cash and cash equivalents 3,03,590 3,41,108
Financial liabilities
Other Financial liabilities 17,700 17,700
ii.
The table below summarises the maturity profile of the Company's financial liabilities based on contractual undiscounted payments
Year Ended 31st March 2020
On demand Less than 3 months 3 to 12 months 1 to 5 years >5 years Total
Trade and other payables 17,700 17,700
Year ended 31st March 2019
On demand Less than 3 months 3 to 12 months 1 to 5 years >5 years Total
Trade and other payables 17,700 17,700
a. Interest rate risk
The Company has not borrowed or lended any funds. Therefore exposure to interest rate risk is insignificant.
b. Foreign currency risk
c. Price risk
The Company does not have any risk from changes in commodities prices or equity prices.
The Company has no outstanding exposure in foreign currency at the end of the reporting period.
Therefore exposure to foreign currency risk is insignificant.
C. Market Risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient
liquidity and ensure that funds are available for use as per requirements. The Company manages liquidity risk by maintaining adequate reserves, banking
facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial
assets and liabilities.
Financial Risk Management Framework
A. Credit Risk
The Company’s principal financial liabilities, other than derivatives, comprise creditors for other liabilities . The main purpose of these financial liabilities is
to finance the Company’s operations. The Company’s principal financial assets include cash and cash equivalents that derive directly from its operations.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk
encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by
analyzing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals
for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, investments, derivative financial
instruments, cash and cash equivalents, bank deposits and other financial assets. None of the financial instruments of the Company result in material
concentration of credit risk.
Financial instruments and cash deposits
The preparation of the company’s financial statements requires management to make judgements, estimates and assumptions that affect the reported
amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about
these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future
periods.
In the process of applying the company’s accounting policies, management has made judgements, which does not have significant effect on the amounts
recognised in the financial statements.
Existing circumstances and assumptions about future developments, may change due to market changes or circumstances arising that are beyond the
control of the company. Such changes are reflected in the assumptions when they occur. The company has not made any major estimates and
assumptions which may affect the carrying amounts of assets and liabilities in future periods.
B. Liquidity Risk
Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy.
Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits
are reviewed by the Company’s Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the authorised
person. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make
payments.
BHUSHAN STEEL (ORISSA) LTD
Notes to the Financial Statements for the Year ended 31st March, 2020
(All amounts in Rupees except as otherwise stated)
13 Capital Management
At 31st March, 2020 At 31 March 2019
Trade and other payables
Less: Cash and short term deposits
Net debts/(Surplus) (2,85,890) (3,23,408)
Equity
Other Equity
Total Capital
Capital and net debt
Gearing ratio(%)
14 Fair value measurement
Particulars Measured At Level of Input As at As at
31st March, 2020 31st March 2019
Financial assets
Cash and cash equivalents Amortised Cost - 3,03,590 3,41,108
Financial liabilities
Other Financial liabilities Amortised Cost - 17,700 17,700
15 Contingent Liabilities & Capital Commitments
There are no contingent liabilities or obligation towards capital contributions as at 31st March, 2020.
16 Previous year figures have been regrouped/rearranged wherever necessary to make them comparable in line with current period figures.
In terms of report attached
For MEHRA GOEL & CO.
Chartered Accountants
(Registration No.: 000517N)
sd/- sd/- sd/-
VAIBHAV JAIN SANJIB NANDA RAJEEV SINGHAL
PARTNER DIRECTOR DIRECTOR
M. No.: 515700 (DIN : 01045306) (DIN : 02719570)
Place: New Delhi Place: New Delhi Place: Kolkata
Dated: 11th December, 2020
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties,
other than in a forced or liquidation sale.
The management assessed fair value of cash and cash equivalents and other financial liabilitiesapproximate to their carrying amounts largely due to the short-term
maturities of these instruments.
In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the
interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call
loans and borrowings. However, the company does not have any interest-bearing loans and borrowing in the current period.
No changes were made in the objectives, policies or processes for managing capital during the period / year ended 31 March 2020 and 31 March 2019.
For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders
of the parent. The primary objective of the Company’s capital management is to maximise the shareholder value.
17,700
3,03,590
17,700
3,41,108
5,00,000
0.0%
2,85,890
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain
or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors
capital using a gearing ratio, which is net debt divided by total capital plus net debt.
-
0.0%
-
In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the
interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call
loans and borrowings. However, the company does not have any interest-bearing loans and borrowing in the current period.
(1,76,592)
5,00,000
(2,14,110)
3,23,408
Bhushan Steel (Orissa) Limited
Notes to Financial Statements
Note 1
A) Company Information
Bhushan Steel (Orissa) Limited (“The Company”) is a public limited company incorporated in
India under the provisions of Companies Act. The address of registered office is The Mire
Corporate Suites, Ground Floor, Block A & O, Old Ishwar Nagar, New Delhi-110065 India. The
Principal activities of the company as per the Memorandum and Article of Association are to
establish various types of Steel plants. The Company is a subsidiary of Tata Steel BSL Limited.
The financial statements for the year ended March 31, 2020 were approved by the Boards of
Directors.
B) Significant Accounting Policies
I) Statement of Compliance
These financial statements have been prepared in accordance with Indian Accounting
Standards (Ind AS) notified under section 133 of the Companies Act, 2013. The financial
statements have also been prepared in accordance with the relevant presentation
requirements of the Companies Act, 2013
II) Basis of preparation
The financial statements have been prepared on a historical cost basis, except certain assets
and liabilities measured at fair value, wherever applicable.
All assets and liabilities have been classified as current or non-current as per the Company’s
normal operating cycle and other criteria set out in Ind AS 1 ‘Presentation of Financial
Statements’ and Schedule III to the Companies Act, 2013.
Accounting policies have been applied consistently to all periods presented in these
financial statements.
The financial statements are presented in Rs. and all values are rounded to the nearest Rs.,
except when otherwise indicated.
III) Use of estimates and judgements
The preparation of financial statements in conformity with IND AS requires the
management to make judgements, estimates and assumptions that effect the reported
amounts of revenues, expenses, assets and liabilities and the disclosure of contingent
liabilities, at the end of the reporting period. Although these estimates are based on the
management’s best knowledge of current events and actions, uncertainty about these
assumptions and estimates could result in the outcomes requiring a material adjustment to
the carrying amounts of assets or liabilities in future periods.
IV) Revenue recognition
A customer of the Company is a party that has contracted with the Company to obtain
goods or services that are an output of the Company’s ordinary activities in exchange for
consideration. The core principle of recognizing revenue from contracts with customers is
that the Company recognizes revenue to depict the transfer of promised goods and
services to customers in an amount that reflects the consideration to which the Company
expects to be entitled in exchange for those goods or services.
At contract inception, the Company assesses the goods or services promised in a contract
with a customer to identify as a performance obligation each promise to transfer to the
customer either a good or service (or a bundle of goods or services) that is distinct; or a
series of distinct goods or services that are substantially the same and that have the same
pattern of transfer to the customer.
The Company considers the terms of the contract and its customary business practices to
determine the transaction price. The transaction price is the amount of consideration to
which the Company expects to be entitled in exchange for transferring promised goods or
services to a customer, excluding amounts collected on behalf of third parties (for
example, indirect taxes). The consideration promised in a contract with a customer may
include fixed amounts, variable amounts, or both.
If there is variable consideration, the Company includes in the transaction price some or
all of that amount of estimated variable consideration only to the extent that it is highly
probable that a significant reversal in the amount of cumulative revenue recognised will
not occur when the uncertainty associated with the variable consideration is subsequently
resolved.
In determining the transaction price, the Company adjusts the promised amount of
consideration for the effects of the time value of money if the timing of payments agreed
to by the parties to the contract (either explicitly or implicitly) provides the customer or
the Group with a significant benefit of financing the transfer of goods or services to the
customer.
The transaction price is allocated by the Company to each performance obligation (or
distinct good or service) in an amount that depicts the amount of consideration to which it
expects to be entitled in exchange for transferring the promised goods or services to the
customer.
For each performance obligation identified, the Company determines at contract
inception whether it satisfies the performance obligation over time or satisfies the
performance obligation at a point in time. If an entity does not satisfy a performance
obligation over time, the performance obligation is satisfied at a point in time
For each performance obligation satisfied over time, the Company recognises revenue
over time by measuring the progress towards complete satisfaction of that performance
obligation. The progress towards complete satisfaction is measured using appropriate
methods which include input and output methods.
The Company recognises as an asset the incremental costs of obtaining a contract with a
customer if it expects to recover those costs. However, as a practical expedient, the
incremental costs of obtaining a contract are recognized as an expense when incurred if
the amortisation period of the asset otherwise would have been one year or less.
The costs to fulfil a contract are recognized as an asset if the costs relate directly to a
contract or to an anticipated contract that the Company can specifically identify; the costs
generate or enhance resources of the Company that will be used in satisfying
performance obligations in the future; and the costs are expected to be recovered.
The following specific revenue recognition criteria must also be met before revenue is
recognized:
Dividends
Dividend on Investments is accounted for as and when the right to receive the same is
established.
Interest
Interest Income is recognised on accrual basis.
V) Property, Plant and Equipment
Tangible assets (except freehold land which is carried at cost) are carried at cost of
acquisition or construction in the year of capitalization less accumulated depreciation and
accumulated impairment losses, if any The cost comprises its purchase price, including
import duties, directly attributable costs of bringing an asset to working condition and
location for its intended use, including borrowing costs relating to the qualifying asset over
the period up to the date the asset is ready to commence commercial production in the
manner intended by management and initial estimated costs of dismantling, removing the
item and restoring the site on which it is located, if any. Adjustments arising from exchange
rate variations relating to long term monetary items attributable to the depreciable tangible
assets are capitalized.
Depreciation on property, plant and equipment (Fixed Assets) is provided to the extent of
Depreciable amount on straight line method based on useful life of the assets as prescribed
in Schedule II to the Companies Act, 2013.
Individual assets costing Rs. 5,000/- or less are depreciated in full, in the year of purchase.
Depreciation on incremental cost arising on account of translation of foreign currency
liabilities for acquisition of fixed assets is provided as aforesaid over the residual life of the
respective assets. Depreciation includes multiple shift allowance where applicable.
VI) Impairment of non-financial assets
The carrying amount of assets is reviewed at each balance sheet date for any indication of
impairment based on internal/external factors. An asset is impaired when the carrying
amount of the asset exceeds the recoverable amount. An impairment loss is charged to the
statement of profit and loss in the year in which an asset is identified as impaired.
VII) Borrowing Costs
Interest and other costs in connection with borrowing of funds to the extent related /
attributed to the acquisition / construction of qualifying assets are capitalised upto the date
when such assets are ready for its intended use and other borrowing cost are charged to
statement of profit and loss.
VIII) Cash and Cash Equivalents
Cash and cash equivalents in the cash flow statement comprise cash at banks and on hand
and short-term deposits with an original maturity of three months or less, which are subject
to an insignificant risk of changes in value.
IX) Provision and contingent liability
Provisions are recognised when the Company has a present obligation (legal or constructive)
as a result of a past event, it is probable that the Company will be required to settle the
obligation, and a reliable estimate can be made of the amount of the obligation.
Contingent liabilities are disclosed in the financial statements unless possibility of an
outflow of resources embodying economic benefit is remote. Contingent assets are disclosed
in the financial statements when an inflow of economic benefits is probable. Show cause
notices issued by various Government Authorities are not considered as obligation. When
the demand notices are raised against such show cause notices and are disputed by the
Company then these are classified as possible obligation based on judgements of the
management after due consideration of the facts and circumstances.
X) Employee Benefits
Provision of retirement benefits is made as and when the employees become entitled to such
benefits.
XI) Income taxes
Income tax comprises current and deferred tax.
Current income tax
The current charge for income tax is calculated in accordance with the relevant tax
regulations applicable to the company.
Advance taxes and provisions for current income taxes are presented in the balance sheet
after off-setting advance tax paid and income tax provision arising in the same tax
jurisdiction and the company intends to settle the assets and liabilities on a net basis
Deferred taxes
Deferred income tax is recognized using the balance sheet approach. Deferred income tax
assets and liabilities are recognized for deductible and taxable temporary differences arising
between the tax base of assets and liabilities and their carrying amount in financial
statements.
Deferred tax assets are recognised for the future tax consequences to the extent it is probable
that future taxable profits will be available against which the deductible temporary
differences can be utilised.
Deferred tax assets and liabilities are offset when there is legally enforceable right to offset
current tax assets and liabilities and when the deferred tax balances relate to the same
taxation authority. Current tax assets and tax liabilities are offset where the entity has a
legally enforceable right to offset and intends either to settle on net basis, or to realize the
asset and settle the liability simultaneously.
Deferred tax assets & liabilities are measured using the tax rates and tax laws that have been
enacted or substantively enacted at the balance sheet date.
XII) Earnings per share
The Company presents basic and diluted earnings per share (“EPS”) data for its common
equity shares. Basic EPS is calculated by dividing the profit or loss attributable to common
shareholders of the Company by the weighted average number of common shares
outstanding during the period. Diluted EPS is determined by adjusting the profit or loss
attributable to common shareholders and the weighted average number of common equity
shares outstanding, for the effects of all dilutive potential common shares from the
conversion of the convertible debentures.
XIII) Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a
financial liability or equity instrument of another entity.
Financial assets and financial liabilities are recognised when a company becomes a party to
the contractual provisions of the instruments.
i. Initial recognition and measurement
Financial assets and financial liabilities are initially measured at fair value. Transaction
costs that are directly attributable to the acquisition or issue of financial assets and financial
liabilities (other than financial assets and financial liabilities at fair value through profit or
loss) are added to or deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the
acquisition of financial assets or financial liabilities at fair value through profit or loss are
recognised immediately in profit or loss.
ii. Subsequent measurement
Financial Assets
All regular way purchases or sales of financial assets are recognised and derecognised on a
trade date basis. Regular way purchases or sales are purchases or sales of financial assets
that require delivery of assets within the time frame established by regulation or convention
in the marketplace.
All recognised financial assets are subsequently measured in their entirety at either
amortised cost or fair value, depending on the classification of the financial assets.
At Amortised Cost
Financial assets are subsequently measured at amortised cost using the Effective Interest
Rate method (EIR) if these financial assets are held within a business whose objective is to
hold these assets in order to collect contractual cash flows and the contractual terms of the
financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Amortised cost is calculated by taking into account any discount or premium on acquisition
and fees or costs that are an integral part of the EIR. The EIR amortisation is included in
finance income in the profit or loss. The losses arising from impairment are recognised in
the profit or loss. This category generally applies to bank deposits, loans and other financial
assets.
At fair value through other comprehensive income (FVTOCI)
A financial asset is measured at FVTOCI if it is held within a business model whose
objective is achieved by both collecting contractual cash flows and selling financial assets
and the contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding.
Financial assets at fair value through profit or loss (FVTPL)
Financial assets are measured at fair value through profit or loss unless it is measured at
amortised cost or at FVTOCI on initial recognition.
Impairment of financial assets
In accordance with Ind-AS 109, the Company applies Expected Credit Loss (ECL) model
for measurement and recognition of impairment loss on the financial assets and credit risk
exposure.
ECL impairment loss allowance (or reversal) recognized during the period is recognized as
income/ expense in the statement of profit and loss (P&L). This amount is reflected under
the head ‘other expenses’ in the P&L. In balance sheet, ECL is presented as an allowance,
i.e., as an integral part of the measurement of financial assets.
Derecognition
The Company derecognises a financial asset when the contractual rights to the cash flows
from the asset expire, or when it transfers the financial asset and substantially all the risks
and rewards of ownership of the asset to another party.
Financial liabilities
All financial liabilities are subsequently measured at amortised cost using the effective
interest method except those measured at FVTPL.
Financial liabilities are measured at amortised cost using the effective interest rate method
(EIR). Gains and losses are recognised in profit or loss when the liabilities are derecognised
as well as through the EIR amortisation process. Amortised cost is calculated by taking into
account any discount or premium on acquisition and fees or costs that are an integral part of
the EIR. The EIR amortisation is included as finance costs in the statement of profit and
loss. This category applies to trade and other payables.
Financial liabilities that arise when a transfer of a financial asset does not qualify of
derecognition or when the continuing involvement approach applies, financial guarantee
contracts issued by the company are measured at FVTPL.
XIV) Fair value Measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to sell the asset or transfer the
liability takes place either in the principal market for the asset or liability or in the absence
of a principal market, in the most advantageous market for the asset or liability.
All assets and liabilities for which fair value is measured or disclosed in the financial
statements are categorised within the fair value hierarchy, described as follows, based on the
lowest level input that is significant to the fair value measurement as a whole:
► Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or
liabilities.
► Level 2 - Valuation techniques for which the lowest level input that is significant to the
fair value measurement is directly or indirectly observable.
► Level 3 - Valuation techniques for which the lowest level input that is significant to the
fair value measurement is unobservable.
XV) Accounting standards or amendments in the accounting standards adopted on/from
April 1, 2019:
Ind AS 116, Leases:
On March 30, 2019, Ministry of Corporate Affairs ("MCA") has notified the Ind AS 116,
Leases which has replaced Ind-AS 17 “Leases”. This new standard specifies how to
recognize, measure, present and disclose leases. The standard provides a single lessee
accounting model, requiring lessees to recognize assets and liabilities for all leases unless the
lease term is 12 months or less or the underlying asset has a low value.
Adoption of this standard have no impact on the financial statements of the Company as there
is no lease as per Ind AS 116 in the company
On March 30, 2019, Ministry of Corporate Affairs ("MCA") has notified Appendix C to Ind-
AS 12 Income taxes - “Uncertainty over Income Tax Treatments”. This interpretation
addresses the determination of taxable profit (tax loss), tax bases, unused tax losses, unused
tax credits and tax rates when there is uncertainty over income tax treatments under Ind-AS
12. The Company adopted the following amendments which did not have any material impact
on the financial statements of the Company.
Further, there has been amendments in relevant paragraphs in Ind-AS 12 "Income Taxes"
which clarifies that an entity shall recognize the income tax consequences of dividends in
profit or loss, other comprehensive income or equity according to where the entity originally
recognized those past transactions or events in accordance with Ind-AS 109. The Company
adopted the following amendments which did not have any impact on the financial statements
of the Company.
Further on March 30, 2019, Ministry of Corporate Affairs ("MCA") issued an amendment to
Ind-AS 109 in respect of prepayment features with negative compensation, which amends the
existing requirements in Ind-AS 109 regarding termination rights in order to allow
measurement at amortized cost (or, depending on the business model, at fair value through
other comprehensive income) even in the case of negative compensation payments. The
Company adopted the following amendments which did not have any impact on the financial
statements of the Company.
Further on March 30, 2019, Ministry of Corporate Affairs ("MCA") issued an amendment to
Ind-AS 23 "Borrowing Costs" clarifies that if any specific borrowing remains outstanding
after the related asset is ready for its intended use or sale, that borrowing becomes part of the
funds that an entity borrows generally when calculating the capitalization rate on general
borrowings. The Company adopted the following amendments which did not have any
material impact on the financial statements of the Company.
There is no recent accounting pronouncements effective for annual periods beginning on
or after April 1, 2020 on the date of signing of financial statement.
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
NOTICE
NOTICE IS HEREBY GIVEN THAT THE 10th ANNUAL GENERAL MEETING OF THE MEMBERS OF BHUSHAN STEEL (ORISSA) LIMITED WILL BE HELD ON TUESDAY, THE 29TH DAY OF DECEMBER 2020 AT 3:30 P.M. (IST) THROUGH TWO WAY VIDEO CONFERENCING (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”) TO TRANSACT THE FOLLOWING BUSINESS:
ORDINARY BUSINESS:
Item No. 1 – Adoption of Audited Financial Statements
To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year
ended March 31, 2020 together with the Reports of the Board of Directors and the Auditors thereon.
Item No. 2 – Re-appointment of a Director
To appoint a Director in place of Mr. Sanjib Nanda (DIN: 01045306), who retires by rotation in terms of Section
152(6) of the Companies Act, 2013, and being eligible, seeks re-appointment.
Item No. 3 – Appointment of Statutory Auditor
To consider and if thought fit to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 139, 140, 142 and other applicable provisions, if
any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as may be
applicable, M/s Singhi & Co, Chartered Accountants (Firm Registration No.302049E), be and are hereby
appointed as statutory auditors of the Company, in place of retiring the auditors, M/s Mehra Goel & Co.,
Chartered Accountants (Firm Registration No. 000517N), for a period of 5 years from the conclusion of this
Annual General Meeting until the conclusion of the 15th Annual General Meeting to be held in the year
2025, to examine and audit the accounts of the Company at such remuneration plus applicable taxes and
out of pocket expenses, as may be mutually agreed upon between the Board of Directors and the Auditors.
“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts,
deeds, matters and things as may be considered necessary, desirable and expedient to give effect to this
Resolution and /or otherwise considered by them to be in the best interest of the Company.”
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
SPECIAL BUSINESS:
Item No. 4 – Change in the name of the Company and consequent amendments in the Memorandum
and Articles of Association of the Company
To consider and, if thought fit, to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section(s) 4, 13, 14, 15 and other applicable provisions of
the Companies Act, 2013 (‘Act’) read with applicable Rules framed thereunder including any statutory
modification(s), amendment(s) or re-enactment(s) thereof, or any other applicable law(s) regulation(s),
guidelines(s), for the time being in force, and subject to the approvals, consents, sanctions and permissions
of the Central Government (power delegated to Registrar of Companies), any other regulatory /statutory
authority and such other approvals and permissions as may be required, the consent of the Members of the
Company be and is hereby accorded to change the name of the Company from “Bhushan Steel (Orissa)
Limited” to “Tata Steel Support Services Limited’ or “Tata Steel Resource Services Limited” or “Tata
Steel Utility Services Limited” or to such other name as may be approved by the Registrar of Companies,
Central Registration Centre (“CRC”).
RESOLVED FURTHER THAT pursuant to Section(s) 13, 14 and other applicable provisions, if any, of the
Act, and consequent to the change of the name of the Company, the name “Bhushan Steel (Orissa)
Limited” wherever it appears in the Memorandum and Articles of Association of the Company be
substituted by the new name “Tata Steel Support Services Limited’ or “Tata Steel Resource Services
Limited” or “Tata Steel Utility Services Limited” or such other name as may be approved by the
Registrar of Companies, CRC.”
RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the
“Board”, which term shall deem to include any of its duly constituted Committee) or any
officer/executive/representative and/or any other person so authorized by the Board, be and is hereby
authorized, severally, to accept any other name approved by the relevant statutory authority and seek
approval for the change in name of the Company accordingly without any further reference to the Members
for their approval.
“RESOLVED FURTHER THAT the Board of Directors (which term includes a duly constituted Committee of
the Board of Directors) be and is hereby authorised to do all such acts, deeds, matters and things as may
be considered necessary, desirable and expedient to give effect to this Resolution and /or otherwise
considered by them to be in the best interest of the Company.”
NOTES:
1. The Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the business under
Item No. 3 and 4 forms part of this Notice. Additional information, pursuant to the Secretarial Standard
on General Meetings (‘SS-2’) issued by the Institute of Company Secretaries of India in respect of
Director(s) seeking appointment/re-appointment at the Annual General Meeting is furnished as an
annexure to the Notice.
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
2. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed.
The Annual General Meeting (‘AGM’ or ‘Meeting’) of the Company is scheduled to be held on
Tuesday, December 29, 2020, at 3:30 p.m. (IST) through two-way Video Conferencing (‘VC’) / other
Audio – Visual Means (‘OAVM’) in compliance with the applicable provisions of the Companies Act,
2013 (‘Act’) and rules thereunder [including any statutory modification(s), amendment(s) or re-
enactment(s) thereof for the time being in force] read with General Circular No. 14/2020 dated April 8,
2020 and General Circular No. 17/2020 dated April 13, 2020, in relation to “Clarification on passing of
ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made
thereunder on account of the threat posed by Covid-19” and General Circular No. 20/2020 dated May
5, 2020, in relation to “Clarification on holding of annual general meeting (AGM) through video
conferencing (VC) or other audio visual means (OAVM)” issued by the Ministry of Corporate Affairs,
Government of India (hereinafter collectively referred to as the “MCA Circulars”). The AGM through
VC/OAVM facility does not require physical presence of Members at a common venue. The deemed
venue for the AGM shall be the Registered Office of the Company i.e., Ground Floor, Mira Corporate
Suites, Plot No. 1&2, Ishwar Nagar, Mathura Road, New Delhi – 110065.
3. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to
appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the
Company. Since this AGM is being held pursuant to the MCA Circulars through VC, physical
attendance of Members has been dispensed with. Accordingly, the facility for appointment of
proxies by the Members will not be available for the AGM and hence the Proxy Form and
Attendance Slip are not annexed to this Notice.
4. Corporate Members intending to appoint their authorized representatives to attend the AGM pursuant
to Section 113 of the Act, are requested to send a certified true copy of the Board Resolution to the
Company at [email protected] authorizing their representative to attend and vote on their behalf
at the Meeting.
5. Members can join the AGM in the VC mode 30 minutes before and 15 minutes after the scheduled
time of the commencement of the Meeting.
6. The attendance of the Members attending the AGM through VC will be counted for the purpose of
reckoning the quorum under Section 103 of the Companies Act, 2013.
7. Voting at the AGM shall be carried out through poll or show of hands by Members.
8. If a poll is demanded under Section 109 of the Act, the designated email id of the Company viz.
[email protected] will be used for voting purposes.
9. In case of joint holders, the Member whose name appears as the first holder in the order of the names
as per the Register of Members of the Company will be entitled to vote at the Meeting.
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
10. This AGM Notice alongwith the Annual Report and Annual Accounts for FY 2019-20 (‘Annual
Report’) is being sent by e-mail only to those eligible Members who have already registered their e-
mail address with the Company / Depositories. Members may note that the Notice and Annual Report
will also be available on the Company’s website at www.tatasteelbsl.co.in
11. The manner in which Members can participate in the AGM is given hereunder:
i) Members will be provided with a facility to attend the AGM through VC using ‘Microsoft Teams’’,
which is a two-way Video-conferencing facility. The weblink for the same is being sent to the
Members on their registered e-mail address along with the notice of the AGM and Annual Report for
Financial Year 2019-20.
ii) Members are encouraged to join the Meeting through laptops having webcam for better experience.
iii) Further, Members will be required to allow camera and use Internet with a good speed to avoid any
disturbance during the Meeting.
iv) Please note that participants connecting from mobile devices or tablets or through laptop
connecting via Mobile Hotspot may experience audio/video loss due to fluctuation in their respective
network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of
aforesaid glitches.
v) Members who would like to express their views/ask questions during the AGM may send their
questions in advance mentioning their name, demat account number/folio number, email id, mobile
number to reach the Company’s e-mail address at [email protected] on or before 3.00 p.m.
(IST) on Friday, December 25, 2020.
12. In case of any queries with respect to joining the meeting, the Members may write to the Company at
[email protected] or call at +91 11 3919 4000 or +91 98739 36034 (Mr. Rupesh Purwar for
support other than IT related issues) or +91 98991 95921 (Mr. Virat Dhir – IT support) before or during
the meeting.
13. Members are requested to intimate changes, if any, pertaining to their name, postal address, email
address, telephone/mobile number, Permanent Account Number, mandates, nominations, power of
attorney, bank details such as, name of the bank and branch details, bank account number, MICR
code, IFSC code, etc., to their respective DPs in case the shares are held in electronic form and to the
Company’s RTA, in case the shares are held in physical form.
14. The Register of Directors and Key Managerial Personnel and their shareholding and Register of
Contracts or Arrangements in which the Directors are interested and all relevant documents referred to
in the Notice, shall be available for on-line inspection by the Members of the Company, without
payment of fees upto and including the date of AGM. Members desirous of inspecting the same may
send their requests at [email protected] from their registered e-mail addresses mentioning their
names and folio numbers/DP ID and Client ID.
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
15. This Meeting is being called at a shorter notice than the statutory required minimum of 21 clear days.
Pursuant to the provisions of Section 101 of the Act, a general meeting may be called after giving a
shorter notice if consent is given in writing or by electronic mode by not less than ninety-five per cent of
the Members, entitled to vote at the Meeting. The Members are accordingly requested to give their
consent in the format enclosed to hold the meeting at a shorter notice.
Registered Office:
Ground Floor, Mira Corporate Suites
Plot No. 1 & 2, Ishwar Nagar, Mathura Road,
New Delhi -110065
Tel: 91-11-39194000 Fax: 91-11-41010050
Email: [email protected]
Website: www.tatasteelbsl.co.in
CIN: U93000DL2010PLC202028
December 21, 2020
Kolkata
By Order of the Board of Directors
Sd/-
Rajeev Singhal Chairman
(DIN: 02719570) 5AB, 21B, Belvedere Road Alipore, Kolkata – 700027
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013, AS AMENDED (‘ACT’)
The following Statement sets out all material facts relating to Item Nos. 3 and 4 mentioned in the
accompanying Notice.
ITEM NO. 3:
The Members of the Company at their Annual General Meeting held on September 29, 2015 had approved
the appointment of M/s Mehra Goel & Co, Chartered Accountants (Firm Registration No. 000517N) as the
Statutory Auditors of the Company for a period of 5 years commencing from the conclusion of the 5 th
Annual General Meeting held on September 29, 2015 until the conclusion of the 10 th Annual General
Meeting of the Company.
The Company is in receipt of a Special Notice dated December 11, 2020 from its shareholder, Tata Steel
BSL Limited (‘TSBSL’) under Section 140(4) of the Companies Act, 2013, proposing passing of a resolution
for the appointment of M/s Singhi & Co, Chartered Accountants (Firm Registration No.302049E) as the
Statutory Auditors of the Company to hold office for a period of 5 years, commencing from the conclusion of
the ensuing 10th Annual General Meeting until the conclusion of the 15th Annual General Meeting of the
Company to be held in the year 2025, in place of the retiring auditors of the Company, M/s Mehra Goel &
Co., Chartered Accountants.
M/s. Singhi & Co, Chartered Accountants, have expressed their consent for their said appointment and
have also confirmed that their appointment, if made, would be within the limits specified under
Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified from being
appointed as statutory auditors of the Company, in terms of the applicable provisions of the Companies Act,
2013 and the rules thereunder.
A copy of the Special Notice received by the Company from its shareholder, TSBSL forms a part of this
Notice.
None of the Directors of the Company and their relatives are concerned or interested, financially or
otherwise in the resolution set out at item No. 3 of the notice.
The Board recommends the resolution set forth in Item No. 3 of the Notice for approval of the Members.
ITEM NO. 4
Bhushan Steel (Orissa) Limited (‘BSOL’/ ‘Company’) is a wholly owned subsidiary of Tata Steel BSL
Limited (‘TSBSL / Holding Company’). Bamnipal Steel Limited, a wholly owned subsidiary of Tata Steel
Limited, acquired the Holding Company on May 18, 2018 through the corporate insolvency resolution
process under the Insolvency and Bankruptcy Code, 2016 (‘the Acquisition’).
Post-Acquisition, the Board of Directors of the Holding Company was re-constituted and a new
management (‘New Management’) was put in place in all the group companies of TSBSL to implement the
Resolution Plan as approved by the National Company Law Tribunal, Principal Bench, New Delhi, vide its
order dated May 15, 2018.
The New Management, in the best interest of the Company, was exploring ways to deploy its resources
towards activities that will create greater value for the Company and the TSBSL group. Accordingly, it was
proposed to amend the main objects clause of the Memorandum of Association to the extent of amending
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
the main business activity of the Company for undertaking management, supply etc. of manpower
resources thereby shifting from manufacturing category to service category.
The shareholders of BSMBL accorded their approval for the alteration of the main objects clause of the
Memorandum of Association of the Company at the Extraordinary General Meeting of the Company held on
February 10, 2020, by way of a Special Resolution The alteration to the Memorandum of Association was
confirmed by the Ministry of Corporate Affairs on February 27, 2020.
In order to align the name of the Company with the proposed line of business and to give the company an
identity with the Tata Group, it is proposed to change the name of the Company from “Bhushan Steel
(Orissa) Limited” to “Tata Steel Support Services Limited’ or “Tata Steel Resource Services Limited”
or “Tata Steel Utility Services Limited” or to such other name as may be approved by the Registrar of
Companies, Central Registration Centre (“CRC”).
The Board of Directors of the Company, vide Resolution dated October 05, 2020 approved the proposal to
change the name of the Company from “Bhushan Steel (Orissa) Limited” to “Tata Steel Support
Services Limited’ or “Tata Steel Resource Services Limited” or “Tata Steel Utility Services Limited”
or such other name, as may be approved by the Registrar of Companies, CRC, subject to approval by the
Members of the Company and subject to the approvals, consents, sanctions and permissions of the Central
Government (power delegated to Registrar of Companies) and / or any other regulatory /statutory authority
and such other approvals and permissions (including from Tata Sons Pvt. Limited and/or any other Tata
group company) as may be required.
Pursuant to Sections 13 and 14 of the Act, any change in name of the Company and consequent
amendments in the Memorandum and Articles of Association requires approval of the Members of the
Company by way of Special Resolution.
The proposed name change will not affect any rights of the Company or of its shareholders/ stakeholders.
All existing share certificates bearing the current name of the Company will, after the change of name,
continue to be valid for all purposes.
None of the Directors of the Company and their relatives are concerned or interested, financially or
otherwise in the said resolution.
The Board recommends the Special Resolution set forth at Item No. 4 of the accompanying Notice for
approval of the Members.
Registered Office:
Ground Floor, Mira Corporate Suites
Plot No. 1 & 2, Ishwar Nagar, Mathura Road,
New Delhi – 110065
Tel: 91-11-39194000 Fax: 91-11-41010050
Email: [email protected]
Website: www.tatasteelbsl.co.in
CIN: U93000DL2010PLC202028
December 21, 2020
Kolkata
By order of the Board of Directors
Sd/-
Rajeev Singhal
Chairman
(DIN: 02719570) 5AB, 21B, Belvedere Road Alipore, Kolkata – 700027
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
ANNEXURE TO THE NOTICE
Details of Director seeking re-appointment at the forthcoming Annual General Meeting [Pursuant to Secretarial Standard – 2 on General Meetings]
Name Mr. Sanjib Nanda
Date of Birth/ Age August 28, 1964 / 56 years
Profile
• Mr. Sanjib Nanda is the Chief Financial Officer (‘CFO’) of Tata Steel BSL Limited. Prior to this Mr. Nanda was the CFO of NatSteel Holdings, Singapore (a wholly owned subsidiary of Tata Steel Limited) (‘NatSteel’).
• At NatSteel, Mr. Nanda lead the Finance & Accounts function including Legal and Secretarial for four years and worked closely with the senior leadership team on transformation and long-term strategy.
• Mr. Nanda has lead various Group Finance Functions for over 10 years at Tata Steel Limited like Capital Markets, Treasury, Corporate Finance & Banking, M&A & Insurance and the Finance Transformation Project with an objective of creating a “best in class” globally integrated finance function.
• He has also worked for over a decade in the area of International Sales & Marketing heading the South-
East Asia Region for Tata Steel India and also lead
the Worldwide steel trading business of Tata Steel
Limited.
Nature of expertise in specific
functional areas
• Corporate Strategy
• Acquisitions and finalization of various Joint Ventures
• Corporate Finance and Banking function
• International Business
Date of first appointment on the Board July 06, 2018
Qualifications Chartered Accountant
Experience More than 31 years
Terms and conditions of appointment Non-Executive Director of the Company liable to retire by
rotation.
Details of remuneration sought to be
paid NIL
Last drawn remuneration, if applicable NA
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
Shareholding in the company held
either himself or on a beneficial basis
for any other persons
NIL
Relationship with other Directors,
Manager and other Key Managerial
Personnel of the company
NIL
The number of meetings of the Board
attended during the Year FY 2019-20) Four (4)
Directorship held in other companies as on date (excluding foreign companies, private companies and Section 8 Companies)
• Angul Energy Limited (formerly Bhushan Energy
Limited)
• Bhushan Steel (South) Limited
• Bhushan Steel Madhya Bharat Limited
• Industrial Energy Limited
Membership/Chairmanship of
Committees of other Companies as on
date
Angul Energy Limited
(formerly known as ‘Bhushan Energy Limited’)
• Audit Committee (Chairman)
Industrial Energy Limited
• Audit Committee (Member)
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
SPECIAL NOTICE FOR APPOINTMENT OF STATUTORY AUDITOR
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)
Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India
Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028
Consent of shareholder for shorter notice
[Pursuant to Section 101(1) of the Companies Act, 2013]
To,
The Board of Directors
Bhushan Steel (Orissa) Limited
Ground Floor, Mira Corporate Suites
Plot No 1 & 2, Ishwar Nagar
Mathura Road
New Delhi – 110 065.
Sub: Consent to convene the Annual General Meeting
at a shorter notice on December 29, 2020
I/We ……………………………………………………., R/o …………………………………………
……………………………………………………………………………………………………………
holding ____ (In words ___) Equity Shares of face value of ₹10/- each, representing __ % of
the paid up equity share capital in Bhushan Steel (Orissa) Limited (“BSOL”), hereby give
consent, pursuant to Section 101(1) of the Companies Act, 2013, to hold the 10th Annual
General Meeting of BSOL having its Registered Office at Ground Floor, Mira Corporate Suites
Plot No 1 & 2, Ishwar Nagar Mathura Road New Delhi – 110065 on Tuesday, December 29,
2020 at shorter notice through video conference / other audio visual means
Thanking you
Yours faithfully,
_____________
(Shareholder)
Date: