ANNUAL REPORT 2014-15

CONTENTSCorporate OverviewCorporate Information 01

Management ReportsDirectors’ Report 02Corporate Governance Report 08Management Discussion and Analysis 14

Financial StatementsAuditors’ Report on Standalone Accounts 32Standalone Financial Statement 36Auditors’ Report on Consolidated Accounts 64Consolidated Financial Statements 68

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CORPORATE OVERVIEW MANAGEMENT REPORTS FINANCIAL STATEMENTS

REGISTRAR & SHARE TRANSFER AGENTSM/S RCMC SHARE REGISTRY PVT. LTD.B-25/1, First Floor, Okhla Industrial Area Phase II,New Delhi - 110020.Phone : 011 – 26387320, 26387321, 26387323Fax : 011 - 26387322e-mail : [email protected]

CORPORATE INFORMATION

Mr. Brij Bhushan SingalNon-Executive ChairmanMr. Neeraj SingalVice-Chairman & Managing DirectorMr. Nittin JohariWhole-time Director (Finance) & Chief Financial

Mr. Rahul Sen GuptaWhole-time Director (Technical)Mr. P. K. AggarwalWhole-time Director (Commercial)Mr. B.B. TandonDirectorMr. M.V. SuryanarayanaDirectorMr. Ashwani KumarDirectorMr. Rakesh SinghalDirectorMr. Pradeep PatniDirectorMr. Sahil GoyalDirectorMr. Pankaj SharmaDirectorMr. Kapil VaishDirectorMs. Sunita SharmaNominee Director of LICMr. A. K. DebNominee Director of SBIDr. Rajesh YaduvanshiNominee Director of PNB

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COMPANY SECRETARYMr. O.P. Davra

AUDITORSMehra Goel & Co.Chartered AccountantsMehrotra & MehrotraChartered Accountants

State Bank of IndiaPunjab National Bank

P.O. Shibapur, MeramandaliDistt.: Dhenkanal - 759 121(Odisha) INDIA

Site IV, Sahibabad Industrial Area,Distt. Ghaziabad - 201 010(U.P.) INDIA

Village: Nifan, Sarvoli,Kharpada Road,Taluka-Khalapur, Near Khopoli,Distt.: Raigad - 410 203(Maharashtra) INDIA

REGISTERED AND CORPORATE OFFICEBhushan Centre, Ground Floor, Hyatt RegencyComplex, Bhikaji Cama PlaceNew Delhi-110066Phone No.: 011- 71194000Fax No.: 011- 46518611e-mail : [email protected] : www.bhushansteel.comCIN : L74899DL1983PLC014942

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BHUSHAN STEEL LIMITED ANNUAL REPORT 2014-15

DIRECTORS’ REPORTDear Shareholders,

Your directors are pleased to present the 32nd Annual Report and

31, 2015.

FINANCIAL RESULTS

(` in Lacs)Year ended

March 31, 2015

March 31,2014

Gross Revenue 1173501.72 1060042.90(31655.01) 105929.84

Depreciation & Amortisation 93839.85 96396.41(125494.86) 9533.43

Provision for Current Taxation - 1998.25MAT Credit Utilised / Available for set-off - (1998.25)Provision for Deferred Tax (112.06) 3241.07Income tax paid for earlier years - 96.40

(125382.80) 6195.961112.74 2176.32

(124270.06) 8372.28

DIVIDENDIn view of the loss incurred during the year the Board does not consider it expedient to recommend any dividend.

paid interim dividend on Redemption of 7, 36, 751 Redeemable Cumulative Preference Shares to ICICI Bank Ltd. and IL & FS Trust Company Ltd.

STATE OF COMPANY’S AFFAIRS

GROSS REVENUE AND EXPORTS: During the year your Company has incurred losses due to high

of plants capacity due to various reasons. Large import from China, Russia, Japan etc. at lower prices also affecting our sales realisation.

The Company achieved the Gross sales of ` 11,73,502 Lacs as compared to previous year’s level of ` 10,60,043 Lacs.

The Export Turnover of the Company during the year was ` 1,53,641 Lacs as compared to previous year’s level of ` 1,90,096 Lacs. Theexport turnover during the FY 2014-15 is lower due to subdued demand in international market.

continues to maintain good rapport with Global Customers. Ourquality products and timely delivery have found wide acceptance in the highly competitive international market.

Our products are being exported across the globe.

EXPANSION PROJECT:Your company is under implementation of Captive Power Plant of 165 MW in Odisha. After implementation of this Project, BSL’s Captive Power Plant capacity in Meramandali shall become 307 MW. Further, in aggregate the total Captive Power Plant capability at Sahibabad,Khapoli & Orissa shall rise to 355 MW. The facility is expected to be complete by 1st April 2016.

In addition to the above, the company shall also be completing the Coal Washery & Raw Material Handling System, Downstream Facilities, Boilers, Coke Dry Quenching & HSM Extension and Reheating Furnace. The facilities are expected to be complete in FY2016 & FY 2017.

Your company is implementing/installing various additional equipments to stabilize operation of their Meramandali plant by optimizing logistics, energy conservation and meeting environmental guidelines, infrastructure facilities etc.

FINANCE:The Company has raised corporate loan of ` 4,16,300 Lacs out of total sanctioned corporate loan of ` 4,30,000 Lacs. Further the Company has raised rupee term loan of ` 2,43,900 Lacs out of`Scheme Project at Orissa.

The Working Capital facilities for Sahibabad, Khopoli and OrissaPlants have been appraised by PNB, the lead Bank, for ` 1228000 Lacs (Fund Base limit of ` 5,65,100 Lacs and Non Fund Based limit of` 6,62,900 Lacs) for the Financial year 2014-15.

LONG TERM VIABILITY PLANLenders through the various meeting (Steering Committee and Joint Lenders’ Forum) have approved Long Term Viability and agreed to structure the debt in accordance with extant guidelines of RBI. Rupee term loans are structured into loan with 25 year tenor as per

the process of obtaining sanctions for the implementation of the LongTerm Viability plan from their respective boards. The proposed long term viability plan has also been approved in meeting of IndependentEvaluation Committee (IEC). Accordingly the company’s long term

scheme.

CREDIT RATING:The Long Term rating of your company is Care BB (Double BB) by Credit Analysis & Research Ltd as per the provisions of BASEL IIguidelines of RBI.

The Short Term rating of your company is Care A4 by Credit Analysis& Research Ltd as per the provisions of BASEL II guidelines of RBI.

ISSUE AND REDEMPTION OF PREFERENCE SHARESThe Company has made allotment of 63,00,000 12% RedeemableCumulative Preference Shares of ` 100 each and redeemed 6,58,801 10% Redeemable Cumulative Preference shares of ` 100 each in the month of June 2015 as per the terms of the Issue out of the proceeds of the fresh issue of shares.

DIRECTORS AND KEY MANAGERIAL PERSONNELChanges in the composition of the Board of Directors and other Key Managerial Personnel

Mr. Ashwani Kumar, Mr. Sahil Goyal, Mr. Pradeep Patni, Mr. Sushant Jain, Mr. Rakesh Singhal, Mr. Pankaj Sharma and Mr. Kapil Vaish were appointed as additional independent directors of the Company.

Mr. Mohan Lal, Mr. V. K. Mehrotra and Mr. Sushant Jain ceased to be directors of the Company during the year. The Board placed on record its appreciation of the valuable contribution and guidance provided by them.

Mr. A. K. Deb and Mr. S. R. Sharma have been nominated by State Bank of India and Punjab National Bank respectively on the Board of the Company during the year. Later on Punjab National Bank vide letter dated June 10, 2015 has withdrawn Mr. S. R. Sharma as their Nominee Director and recommended Dr. Rajesh Yaduvanshi, Field General Manager Delhi Zone as their Nominee Director who was inducted on the Board of the Company in its meeting held on 14.08.2015.

Currently the Board of Directors of the Company consists of 16 directors, out of which Eight are Independent directors, Three are Nominee directors, Four are Executive directors and One is Non-executive Chairman.

Due to the loss incurred during the year, the Company has applied to the Central Government for the approval of managerial remuneration. Theapproval from Central Government is still awaited.

Independent Directors’ DeclarationsAll Independent directors have given declarations that they meet the

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criteria of independence as laid down under section 149 of the Companies Act, 2013 which has been relied on by the Company and placed at the Board meeting.

Retirement by rotationIn terms of Section 152 of the Companies Act, 2013 Mr. Nittin Johari and Mr. Rahul Sen Gupta, Directors would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Mr. Nittin Johari and Mr. RahulSen Gupta, Directors of the Company have offered themselves for the reappointment.

Further as per the requirement of Companies Act, 2013 and ListingAgreement, the following policies of the Company are attached herewith marked as Annexure ‘A’ and Annexure ‘B’.

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

CORPORATE SOCIAL RESPONSIBILITY (CSR)During the year under review, the Board constituted a CSR Committee consisting of three Directors, of which one is Independent Director. TheCSR Committee at its meeting held on November 14, 2014, recommended to the Board the CSR policy formulated by it, following which the policy document was approved by the Board. The composition, terms of reference etc. of the CSR Committee are laid out in the Corporate Governance Reportwhich forms part of this Annual Report.

Further, the CSR policy of the Company has been uploaded on the Company’s website www.bhushansteel.com .

In pursuance of the provisions of the Companies Act, 2013 and CSR Policyof the Company it is required to spend two percent of the average net

` 891.52 Cr. and the Company was required to spent 2% i.e. ` 17.83 Cr. on CSR activities. However the Company has incurred losses amounting to ` 1253.83 Cr.

CSR Activities for the time being. The Company will incur the sum on CSR

RESPONSIBILITY STATEMENTThe Responsibility Statement of the Corporate Social Responsibility (CSR)Committee of the Board of Directors of the Company, is reproduced below:

‘The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and policy of the Company.’

CORPORATE GOVERNANCEThe Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report and presented in a separate section as Annexure ‘C’.

compliances with the conditions of corporate governance is part of the report on Corporate Governance.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORTManagement’s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the StockExchanges, is presented in a separate section as Annexure ‘D’ forming part of the Report.

CONSOLIDATED FINANCIAL STATEMENTIn accordance with the Companies Act, 2013 (“the Act”) and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial

statement is provided in the Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIESThe Consolidated Financial Statements presented by the Company include

Audited Financial Statements of the Subsidiary Companies have been reviewed by the Audit Committee and the Board.

The Board of Directors at its Meeting held on November 14, 2014 has formulated a policy for determining material subsidiaries pursuant to the provisions of the Listing Agreement with the stock exchanges. The same is displayed on the website of the Company- www.bhushansteel.com.

Associates and Joint venture as per form AOC-1 are presented in the

of brevity.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIESThe Company undertake various transactions with related parties in the ordinary course of business. The Company has a Board approved policy on Related Party Transactions, which has been disclosed on the website of the Company and can be viewed at www.bhushansteel.com

year were on an arm’s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act’) and Listing agreement and the provisions of Section188 of the Companies Act, 2013 are not attracted. Thus disclosure in

Party Transactions made by the Company during the year that would have required Shareholder approval under Clause 49 of the Listing Agreement.

All related Party Transactions are placed before the Audit Committee for approval. Prior Omnibus approval of the Audit Committee is obtained for the transactions which are of forseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted alongwith a statement giving details of all related party transactions is placed before the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THR REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

or Courts or Tribunals impacting the going concern status of the Company.

CBI had registered an FIR on 01.08.2014 against Mr. Neeraj Singal, ViceChairman and Managing Directors of the Company and others. Mr. Neeraj Singal, was granted bail vide order date 27.09.2014. The matter is currently

sheet till date. However this case is not going to impact the going concern status of the Company.

RISK MANAGEMENTBhushan Steel follows well-established and detailed risk assessment and minimisation procedures, which are periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization’s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Senior Management assists the Board in its oversight of the Company’s management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

INTERNAL FINANCIAL CONTROLSThe Board has laid down Internal Financial Controls within the meaning of the explanation to Section 134 (5) (e) of the Companies Act, 2013. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

systems established and maintained by the Company, work performed by the Internal Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of

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DIRECTORS’ RESPONSIBILITY STATEMENTAs required by Section 134(3)(C) of the Company Act 2013, your Directors state that:a) in the preparation of the annual accounts for the year ended March 31,

2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the loss of the Company for the year ended 31 March, 2015 on that date;

c)of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

e)

and are operating effectively; and

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICYThe Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the

denied access to the Audit Committee.

The Vigil Mechanism/ Whistle Blower Policy is displayed at Company’s website-www.bushansteel.com.

BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the working of various committees. The Independent directors also carried out the evaluation of the Chairman and the non-independent directors, the details of which are covered in the Corporate Governance Report.

Criteria for evaluation of Directors – For the purpose of proper evaluation, the Directors of the Company have been divided into 3 (three) categories i.e. Independent, Non-independent and non-executive and executive directors. The criteria for evaluation includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, result, achievements, understanding and awareness etc.

AUDITORS AND AUDITORS’ REPORTStatutory AuditorsM/s Mehra Goel & Co., Chartered Accountants and M/s. Mehrotra & Mehrotra , Chartered Accountants, Joint Statutory Auditors of the Company,

effect that their re-appointment, if made, would be within the prescribed

self-explanatory and do not call for any further comments. The Auditors’

Cost AuditorsThe Board has appointed M/s Kabra & Associates as cost auditors for

2014-15.

Secretarial AuditThe Board has appointed R. S. Bhatia, Practising Company Secretary, to

year ended March 31, 2015 is annexed herewith marked as Annexure ‘E’ to this Report. The remarks in the Secretarial Audit Report are self explanatory and do not call for any further comments.

DISCLOSURES:CSR CommitteeThe CSR Committee comprises Mr. B. B. Singal (Chairman), Mr. B. B. Tandon, and Mr. Nittin Johari as other members.

Audit CommitteeThe Audit Committee comprises Mr. B. B. Tandon (Chairman), Mr. B. B. Singal, Mr. M. V. Suryanarayana and Mr. Ashwani Kumar as other members.

NUMBER OF MEETINGS OF THE BOARDFive meetings of the Board of Directors were held during the year. Forfurther details, please refer report on Corporate Governance presented as Annexure ‘C’ to this Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDEDParticulars of loans given, investments made guarantee given and securities

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACEThe Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an InternalComplaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOThe particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under sub-section 3(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules 2014 are provided in Annexure ‘F’ to this Report.

EXTRACT OF ANNUAL RETURNExtract of Annual Return of the Company is annexed herewith as Annexure ‘G’ to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURESIn terms of the provisions of Section 197(12) of the Act read with Rules5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing disclosures pertaining to remuneration and also the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annexure ‘H’ to this Report.

ACKNOWLEDGEMENTYour Directors would like to express their gratitude & appreciation for the valuable guidance & support received from Government of India,Government of Australia, various State Governments particularly including

Institutions; various stakeholders such as Shareholders, Debenture-holders, Customers, Dealers, Suppliers and all the business associates among others. Your Directors also wish to place on record their deep sense of appreciation & gratitude to all Company’s employees for their continuous commitment & enormous personal efforts as well as their collective contribution towards the growth of the Company.

The Directors look forward to their continued support in future.

for and on behalf of the Board of Directors,

Place : New Delhi (B. B. SINGAL)Dated : 14th August, 2015 CHAIRMAN

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ANNEXURE ‘A’

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’ INDEPENDENCE

INTRODUCTION1.1 Bhushan Steel Limited (BSL) believes that an enlightened Board

consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. Towards this, BSL ensures constitution of a Board of Directors

experience and commitment to discharge their responsibilities and duties effectively.

1.2 BSL recognizes the importance of Independent Directors in achieving the effectiveness of the Board. BSL aims to have an optimum combination of Executive, Non-Executive and Independent Directors.

2. Scope and Exclusion:2.1 This Policy sets out the guiding principles for the Nomination and

become Directors and to determine the independence of Directors, in case of their appointment as independent directors of the Company.

3. Terms and References: In this Policy, the following terms shall have the following meanings:

3.1 “Director” means a director appointed to the Board of a company.

3.2 “Nomination and Remuneration Committee” means the committee constituted by BSL’s Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

3.3 “Independent Director” means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

4. Policy:

4.1.1 Nomination and Remuneration Committee, and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that are relevant for the Company’s operations.

4.1.2 In evaluating the suitability of individual Board members, the Nomination and Remuneration Committee may take into account factors, such as: General understanding of the Company’s business dynamics, social perspective; Educational and professional background Standing in the profession; Personal and professional

energy in carrying out their duties and responsibilities effectively.

consent to act as a Director; Shall endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings; Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;Shall disclose his concern or interest in any company or companies or

year and thereafter whenever there is a change in the disclosures already made; Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, Equity ListingAgreements and other relevant laws.

4.1.4 The Nomination and Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the Company’s business.

4.2 Criteria of Independence4.2.1 The Nomination and Remuneration Committee shall assess the

independence of Directors at the time of appointment / re- appointment and the Board shall assess the same annually. TheBoard shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

4.2.2 The criteria of independence, as laid down in Companies Act, 2013 and Clause 49 of the Equity Listing Agreement, is as below:

An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director—

a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b. (i) who is or was not a promoter of the company or its holding, subsidiary or associate company;

(ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company;

c. who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or

d. none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent

such higher amount as may be prescribed, whichever is lower, during

e. who, neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding,

proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any

year in which he is proposed to be appointed, of—

cost auditors of the company or its holding, subsidiary or associate company; or

transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of

or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(v) is a material supplier, service provider or customer or a lessor or lessee of the company.

f. shall possess appropriate skills, experience and knowledge in one

administration, research, corporate governance, technical operations, corporate social responsibility or other disciplines related to the Company’s business.

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time to time, under the Companies Act, 2013.

h. who is not less than 21 years of age.

4.2.3 The Independent Directors shall abide by the “Code for Independent

4.3 Other directorships / committee memberships4.3.1 The Board members are expected to have adequate time and expertise

and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as directors of the Company. The Nominationand Remuneration Committee shall take into account the nature of, and the time involved in a Director’s service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be Public Limited Companies.

4.3.3 A Director shall not serve as an Independent Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole-time Director in any Listed Company.

4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across all companies in which he holds directorships.

For the purpose of considering the limit of the Committees, Audit Committee and Stakeholders’ Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all other companies including Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 shall be excluded.

ANNEXURE ‘B’REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

1. PREAMBLEA. The remuneration policy provides a framework for remuneration

paid to the members of the Board of Directors (“Board”) and for Key Managerial Personnel (“KMP”) and the Management Personnel(“MP”) of the Company (collectively referred to as “Executives”). The

Companies Act, 2013, ‘’management personnel’’ means personnel of the company excluding Board of Directors comprising such levels of managerial personnel as may be decided from time to time. This

senior management for recommendation of their appointment to the board. ‘’Senior management’’ means personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

B. This Policy has been framed by the Nomination and Remuneration Committee of the Board of Directors and based on its recommendation, approved by the board of directors of the Company.

C. The policy may be reviewed by the Nomination and Remuneration Committee of the Board of Directors.

2. AIMS & OBJECTIVESA. The aims and objectives of this remuneration policy may be

summarized as follows:

B. The remuneration policy aims to enable the company to attract, retain and motivate high quality members for the Board and executives.

C. The remuneration policy seeks to enable the company to provide a well- balanced and performance-related compensation package, taking into account shareholder interests, industry practices and relevant Indian corporate regulations.

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

E. The remuneration policy will ensure that remuneration to Executives

long-term performance objectives appropriate to the working of the company and its goals.

3. PRINCIPLES OF REMUNERATIONa. Support for Objectives : Remuneration and reward frameworks and

decisions shall be developed in a manner that is consistent with, supports and reinforces the achievement of the Company’s objectives.

b. Transparency : The process of remuneration management shall be transparent, conducted in good faith and in accordance with

c. Internal equity : The Company shall remunerate the Executives in terms of their roles and responsibilities within the organisation. Positions shall be formally evaluated to determine their relative weight in relation to other positions within the Company.

d. External equity : The Company strives to pay an equitable remuneration, capable of attracting and retaining high quality personnel. Therefore the Company will remain logically mindful of the ongoing need to attract and retain high quality people, and the

e. Flexibility

Company whilst complying with relevant tax and other legislation.

f. Performance-Driven Remuneration : The Company shall entrench a culture of performance driven remuneration, whether as part of increment or separately and in such form as may be considered appropriate.

g. Affordability and Sustainability : The Company shall ensure that remuneration is affordable on a sustainable basis.

4. REMUNERATION TO NON EXECUTIVE DIRECTORSNon Executive directors may be paid remuneration by way of fee and reimbursement of expenses for participation in the Board and other meetings and commission and/or such other payments as may be permitted by the law applicable to such payments. Such payments shall be subject to the provisions of Companies Act, 2013.

5. COMPENSATION STRUCTUREExecutives unless otherwise decided by the Committee shall receive a competitive remuneration package consisting of the following components:

Fixed salaryFixed salary rewards the executives for their day-to-day job performance and ensures a balanced overall remuneration package.

the rules of the Company.

and regulations of the Company. Executives may also be entitled to

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6. CRITERIA FOR IDENTIFICATION OF THE BOARD MEMBERS AND APPOINTMENTS OF SENIOR MANAGEMENTThe members of the board shall possess appropriate skills,

have a Board with diverse background and experience in business, government, academics, technology, human resources, social

considered relevant or desirable to conduct the Company’s business in a holistic manner.

Independent directors shall be person of integrity and possess expertise and experience and/or someone who the Committee/board believes could contribute to the growth/philosophy/strategy of the Company.

In evaluating the suitability of individual Board members, the Committee takes into account many factors, including general understanding of the Company’s business dynamics, global business, social perspective, educational and professional background and personal achievements.

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

energy in carrying out their duties and responsibilities effectively.

They must have the aptitude to critically evaluate management’s working as part of a team in an environment of collegiality and trust.

The Committee evaluates each individual with the objective of having a group that best enables the success of the Company’s business and achieve its objectives.

The candidate for the appointment of senior management should

The candidate for senior management should also possess high level of personal and professional ethics, integrity and values.

For any appointment of senior management, the existing employees in the organisation may be preferred. While assessing the candidature of existing employee, his/her past performance in the Company should be taken into consideration.

7 AMENDMENTS TO THIS POLICYThe Nomination and Remuneration Committee is entitled to amend this policy including amendment or discontinuation of one or more incentive programmes introduced in accordance with this Policy.

8 APPROVAL AND PUBLICATIONThis remuneration policy as framed and or amended by the Committee shall be recommended to the Board of Directors for its approval.

This policy has been uploaded on the Company’s website-www.bhushansteel.com.

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ANNEXURE-CCORPORATE GOVERNANCE REPORT1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:

The Company has set itself the Vision of to be an integrated steel player with global presence and reach. As a part of its strategy to achieve global vision, the Company is committed to adopt “the best practices” followed in Corporate Governance Arena.

The Board considers itself as a Trustee of its Shareholders and all other stakeholders and acknowledges its responsibilities towards them for maximize long term value of the Company. The Company recognises that the Board is accountable to all the Stakeholders for good governance. Corporate Governance encompasses a set of systems and practices to ensure that the Company’s affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense. The philosophy of the Company in relation to Corporate Governance is based on principles of equity, fairness, transparency in all its operations, make appropriate disclosure and enhance shareholders value without compromising in anyway and in compliance with laws and regulations.

The Company expects to realize its Vision by taking such actions as may be necessary in order to achieve its goals of value creation, safety, environment and people.

2. BOARD OF DIRECTORS:The current policy of the Company is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and to separate its functions of governance and management. As on 31.03.2015 the Board of Director consists of

Directors, Seven (07) of whom being independent.

the Company and provides strategic guidance and independent

responsibilities.

Composition and category of Directors are as under :-

Category Name of Directors.Promoters/Executive Director Sh. Neeraj SingalPromoter Non-Executive Director & Chairman

Sh. B B Singal

Non-Promoter Executive Directors Sh. Nittin JohariSh. Rahul Sen GuptaSh. P.K. Aggarwal

Independent Non-Executive Directors Sh. B.B. TandonSh. M. V. SuryanarayanaSh. Rakesh SinghalSh. Ashwani KumarSh. Pradeep PatniSh. Sahil GoyalSh. Pankaj Sharma

Nominee Director Smt. Sunita Sharma ( LIC)Sh. A. K. Deb (SBI)Sh. S. R. Sharma (PNB)

Mr. B.B. Singal is father of Mr. Neeraj Singal. None of the other directors are related to any other director on the Board.

THE ATTENDANCE RECORD OF THE DIRECTORS AT THE BOARD MEETINGS HELD DURING FINANCIAL YEAR 2014-15 AND AT THE LAST ANNUAL GENERAL MEETING AS ALSO THE NUMBER OF DIRECTORSHIPS, COMMITTEE MEMBERSHIPS AND COMMITTEE CHAIRMANSHIPS HELD BY THEM IN OTHER COMPANIES AS ON 31.03.2015 ARE GIVEN BELOW:

SrNo Name of Directors

Attendance Particulars No of directorships, committee membership and chairmanship of Public companies

No. of Board Meetings held

during their tenure in the F.Y. 2014-15

No. of Board Meeting

Attended

Attendance at Last AGM.

OtherDirectorships

(*)

Committeemembership

(*)(#)

CommitteeChairmanship

(*)(#)

1. Sh. B.B. Singal 05 05 YES 6 4 32. Sh. Neeraj Singal 05 03 NO 3 2 -3. Smt. Sunita Sharma 05 02 NO 5 2 14. Sh. A. K. Deb 02 02 NO 3 2 -5. Sh. S. R. Sharma 01 01 NO 1 - -6. Sh. B.B. Tandon 05 05 YES 8 9 27. Sh. M. V. Suryanarayana 05 05 YES 1 2 -8. Sh. Rakesh Singhal 01 NIL NO 1 - -9. Sh. Ashwani Kumar 03 03 NO 6 6 310. Sh. Pradeep Patni 03 03 NO - - -11. Sh. Sahil Goyal 03 03 NO 2 - -12. Sh. Pankaj Sharma 01 NIL NO - - -13. Sh. Nittin Johari 05 05 YES 1 - -14. Sh. Rahul Sen Gupta 05 04 YES 4 1 -15. Sh. P.K. Aggarwal 05 05 YES 2 1 -16. Sh. V. K. Mehrotra @ 01 01 NO NA NA NA17. Sh. Mohan Lal $ 02 NIL NO NA NA NA

@ Ceased to be director w.e.f. 12.08.2014. $ Ceased to be director w.e.f. 20.09.2014.

* Excludes Directorships, Committee memberships and Committee Chairmanships of Private Limited Companies, Foreign Companies and Companies incorporated U/s 8 of the Companies Act, 2013

# In accordance with Clause 49 of the Listing Agreement, Memberships / Chairmanships of only Audit Committee and Stakeholder Relationship(Shareholders / Investors Grievance) Committee have been considered.

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3. BOARD MEETINGS:The Board of Directors of the Company meets at regular intervals to discuss regular business matters and decide on Company’s strategy, policies and programs. Board Meetings are usually held at Registered

20/09/2014, 14/11/2014 and 14/02/2015. Maximum time gap between the two consecutive meetings had not exceeded 4 months.

The agenda for Board Meetings and notes are circulated to the Directors in advance and all material information is included in the agenda for facilitating well informed and meaningful deliberation and decision making. The agenda of the meetings of the Board inter alia includes annual operating plans, capital budgets and updates therein.

4. AUDIT COMMITTEE :The Company has an Audit Committee of Directors since 28-06-1997. The Audit Committee was reconstituted on 20.09.2014. Presently the Committee consists of Four Directors namely (1) Sh. B.B. Tandon(2) Sh. B.B. Singal (3) Sh. M.V. Suryanarayana and (4) Sh. Ashwani Kumar.

Sh. B.B. Tandon is the Chairman of the Audit Committee.

The committee’s composition meets with the requirements of Section 177 of the Companies Act, 2013 and clause 49 of the ListingAgreement.

As per Section 177 of the Companies Act, 2013 the Audit Committee

the Board which, inter alia, include —

i. the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

ii. review and monitor the auditor’s independence and performance, and effectiveness of audit process;

thereon;

company with related parties;

v. scrutiny of inter-corporate loans and investments;

vi. valuation of undertakings or assets of the company, wherever it is necessary;

systems;

viii. monitoring the end use of funds raised through public offers and related matters.

The Audit Committee shall have powers, which should include the following:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of Audit Committee in terms of Clause 49 of the Listing Agreement are detailed hereunder:-

2. Recommendation for appointment, remuneration and terms of appointment of Statutory Auditors and Cost Auditors of the company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

statements and auditor’s report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

e. Compliance with listing and other legal requirements

f. Disclosure of any related party transactions

statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any,

structure coverage and frequency of internal audit;

follow up there on;

internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time Finance

experience and background, etc. of the candidate;

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20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

21. Reviewing the following information:

results of operations;

the Audit Committee), submitted by management;

III. Management letters / letters of internal control weaknesses issued by the statutory auditors;

IV. Internal audit reports relating to internal control weaknesses; and

V. The appointment, removal and terms of remuneration of the Chief internal auditor

During the year, the committee has met four (4) times 30/05/2014, 12/08/2014, 14/11/2014, and 14/02/2015. Sh.B. B. Tandon, Sh. B.B. Singal, Sh. M.V. Suryanarayana and Sh.Ashwani Kumar have attended all the meetings of the Audit Committee held during the tenure of the members. Mr. V. K. Mehrotra (ex-member) has attended one meeting of Audit Committee held on 30.05.2014.

5. NOMINATION AND REMUNERATION COMMITTEE :In compliance with the provision of Section 178 (1) of the Companies Act, 2013 Nomination and Remuneration Committee was constituted. Presently the Committee comprises of Sh. M.V. Suryanarayana, Sh. B. B. Tandon, Sh. B.B. Singal and Smt. Sunita Sharma .

Sh. M.V. Suryanarayana (Non Executive director) is the Chairman of the Committee.

During the year three meetings of Nomination and Remuneration Committee were held on 20.09.2014, 14.11.2014 and 14.02.2015 which was attended by all the members of the Committee except Mrs. Sunita Sharma who could not attend the meeting held on 20.09.2014.

TERMS OF REFERENCE OF THE COMMITTEE

may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and removal.

attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

(a) the level and composition of remuneration is reasonable and

required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior

appropriate to the working of the company and its goals

REMUNERATION POLICY:The remuneration policy is directed towards rewarding performance based on review of achievement on a periodical basis. The remuneration policy is in consonance with the existing Industrial practice. The remuneration structure of the Executive Directors comprises of salary, perquisites and allowances, contribution to provident fund, leave encashment and gratuity.

DETAIL OF REMUNERATION PAID TO DIRECTORS :

(a) Remuneration paid to Executive Directors :

Sr.No.

Name Designa-tion

Salary in-cluding PF contribu-

tion(`)

OtherPerqui-

sites

(`)

Total

(`)1. Sh.

Neeraj Singal

ViceChairmanandManagingDirector

1,20,00,000 24,66,009 1,44,66,009

2. Sh. Nittin Johari

Whole-TimeDirector

1,14,00,000 39,600 1,14,39,600

3. Sh.RahulSenGupta

Whole-TimeDirector

75,00,000 39,600 75,39,600

4. Sh. P.K.Aggarwal

Whole-TimeDirector

75,16,500 39,600 75,56,100

(b) Sitting fees paid to Non – Executive Directors: The Non-Executive Directors are paid sitting fees for each Meeting of the Board as well as any other committee meetings attended by them.

Sr.No.

Name Designation SittingFees

(`)

No. of Equityshares

heldas on

31.03.151. Sh. B.B.Singal Chairman 8,60,000 411033912. Sh. B.B. Tandon Director 3,00,000* -3. Sh. M.V.

SuryanarayanaDirector 2,80,000* -

4. Sh. Ashwani Kumar Additional Director

1,20,000* -

5. Sh. Pradeep Patni Additional Director

80,000* -

6. Sh. Sahil Goyal Additional Director

80,000* -

7. Sh. Rakesh Singhal Additional Director

20,000* -

8. Sh. Pankaj Sharma Additional Director

20,000* -

9. Sh. V. K. Mehrotra Director @ 40,000 -TOTAL :- 18,00,000

* Including sitting fees paid for attending the separate meeting of Independent directors.

@ Ceased to be director w.e.f. 12.08.2014.

have not been considered in the above table.

(c) Besides salary and perks Executive Directors are entitled to superannuation or annuity fund, leave encashment and gratuity.

(d) No Commission is paid to any Director.

6. STAKEHOLDERS RELATIONSHIP COMMITTEE:The nomenclature of existing Shareholders’/ Investors’ Grievance Committee has been changed to Stakeholders Relationship Committee w.e.f. 30.05.2014. This Committee comprises of Sh. B.B. Singal, Sh.Neeraj Singal, and Sh. P.K. Aggarwal, Directors. This Committee has been constituted for considering and resolving the grievances of security holders of the company. Sh. B.B. Singal is the Chairman of the Committee.

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The total number of complaints received and replied to the satisfaction of Shareholders during the year under review were 3. All the complaints were disposed off and there was no complaint pending as on March 31, 2015.

7. COMMITTEE ON BORROWINGS, INVESTMENTS AND LOANS:The Company has a Committee on Borrowings, Investment and loans. Presently the committee consists of three Directors namely (1) Sh.B. B. Singal, (2) Sh. Neeraj Singal and (3) Sh. Nittin Johari. Sh. B.B. Singal is the Chairman of the Committee.

Seventeen (17) Nos. of Meetings of Committee of Board of Directors on Borrowings were held during the year 2014 - 2015 on 09.04.2014, 15.05.2014, 23.05.2014, 03.06.2014, 11.06.2014, 13.06.2014, 28.06.2014, 26.07.2014, 10.09.2014, 29.09.2014, 15.11.2014, 01.12.2014, 27.12.2014, 04.02.2015, 16.02.2015, 04.03.2015, 27.03.2015.

8. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITEEThe Company has constituted Corporate Social Responsibility (CSR)Committee comprising Sh. B.B. Singal, being its Chairman and Sh.Nittin Johari and Sh. B. B. Tandon as its members.

The Committee’s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of ‘Corporate SocialResponsibility Policy’, observe practices of Corporate Governance at all levels, and to suggest remedial measures wherever necessary.

The Committee’s constitution and terms of reference meet with the requirements of the Companies Act, 2013.

Terms of Reference of the Committee, inter alia includes the following:

I. To formulate and recommend to the Board, a Corporate SocialResponsibility (CSR) Policy indicating activities to be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and rules made thereunder;

II. To recommend the amount of expenditure to be incurred on the CSR activities;

III. To monitor the implementation of the CSR Policy of the Company from time to time.

During the year two meetings of Corporate Social Responsibility Committee was held on 14.11.2014 and 14.02.2015 which was attended by all the members of the Committee

9. INDEPENDENT DIRECTORS’ MEETINGDuring the year under review, the Independent Directors met on 9th

March 2015 to discuss and review :

a whole

into account the views of executive directors and non-executive directors

between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties

The meeting was attended by all the independent directors.

10. SUBSIDIARY COMPANIESThere is no material non-listed subsidiary Company requiring appointment of Independent Director of the Company on the Board of Directors of the subsidiary companies. The requirements of Clause 49 of the Listing agreement with regard to subsidiary companies have been complied with.

11. GENERAL BODY MEETINGS:Location and time for the last three (03) Annual General Meetings (AGMs):

Particulars F.Y. 2013-14 F.Y. 2012-13 F.Y. 2011-12Day, date, Time & Venue

Saturday20th Sep. 2014at 11.00 A. M. at Airforce Auditorium, Subroto Park,New Delhi- 110 010

Saturday 21st Sep. 2013at 11.00 A. M. at Airforce Auditorium, Subroto Park, NewDelhi- 110 010

Monday24th Sep. 2012at 11.00 A. M. at Airforce Auditorium, Subroto Park,New Delhi- 110 010

SpecialResolutions

Nine SpecialResolutions were passed

One special resolution was passed regarding further issue of securities

Nill

Special Resolutions passed through Postal BallotA Notice of postal ballot dated 14-02-2015 pursuant to Section 110 and other applicable provisions of the Companies Act, 2013 (the “Act”), if any, read together with the Companies (Management and Administration) Rules, 2014 has been sent to the members.

Mr. R.S. Bhatia, a practicing Company Secretary (CP No. 2514, FCS 2599) was appointed by the Board of Directors of the Company as the scrutinizer for conducting the Postal Ballot process and e-voting process in a fair and transparent manner.The result of Postal Ballot was scheduled to be announced on Monday, 27th

Company.

12. DISCLOSURES12(a)

i.e. transactions of the Company of material nature, with its promoters, the Directors or the Management, their subsidiaries or

Company at large.

12(b) Detail of non-compliance by the Company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any Statutory Authority, on any matter related to capital markets, during the last three years.

- None.

12(c) The Company has adopted a Whistle Blower Policy and has established the necessary mechanism for employees to report concerns about unethical behaviour. No person has been denied access to Audit Committee.

13. MEANS OF COMMUNICATION:Timely sharing and disclosure of consistent, comparable, relevant and reliable information on the Company’s performance is at the core of its Corporate Governance Policy. Summary of major efforts of the Company in this regard is given below:

FINANCIAL RESULTS

“Business Standard” (Hindi) Newspapers. The results are promptly furnished to the Stock Exchanges for display on their respective web-sites. The results are also put on the website of the Company i.e.http://www.bhushansteel.com after the Board Meetings.

ANNUAL REPORTAnnual Report containing inter alia, Audited Annual Accounts, Consolidated Financial Statements Directors’ Report, Management Discussion and Analysis and other regulatory reports is circulated to members and others entitled thereto. The management Discussion and Analysis Report forms part of Annual Reports. The Annual Report of previous years are also available on Company’s web-site.

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Corporate PresentationCorporate Presentation of the Company covering inter alia Company’s Overview, Growth History, Key Highlights and Summary Operating & Financial Performance is regularly given to institutional investors and latest Corporate Presentation is available on Company’s web-site.

Corporate Filling and Dissemination System (CFDSS)As per requirements of Clause 52 of the Listing Agreement, all the

14. GENERAL SHAREHOLDERS’ INFORMATION :(i) Annual General Meeting for the year ending 31st March,

2015 – On Saturday, 19th September, 2015 at 11.00 A.M at Air Force Auditorium, Subroto Park, New Delhi – 110010.

(ii) As required under Clause 49(IV) (G) (i) of the Listing Agreements with the Stock Exchanges, particulars of Directors seeking appointment at the forthcoming Annual General Meeting (AGM) are given in the Notes to the Notice of the AGM to be held on 19th September, 2015.

(iii) Financial Year : 1st April To 31st March

Financial Reporting for the Quarter ending :

30th June, 2015 On or before 14th August, 201530th September, 2015 On or before 14th November, 201531st December, 2015 On or before 14th February, 201631st March, 2016 On or before 30th May, 2016

(iv) Date of Book Closure :The Book closure starts from 14th September, 2015 to 19th September, 2015 (both days inclusive) for the purpose of 32nd Annual General Meeting of the Company to be held on 19th September, 2015.

(v) Dividend payment date :No dividend has been declared for 2014-15.

(vi) Listing of Shares & Stock Code:The Equity Shares of the Company are listed on the following StockExchanges.

(1) Bombay Stock Exchange Ltd. (Stock Code : 500055)

(2) National Stock Exchange of India Ltd. (Stock Code : BHUSANSTL)

Annual Listing Fee including fees for the year 2015-16 have been paid on due dates to both the Stock Exchanges i.e. BSE and NSE.

(vii) Market Price Data :The High and Low of the share price of the Company at NationalStock Exchange (NSE) and Bombay Stock Exchange (BSE) during each month from April, 2014 to March, 2015 are given below.

(Face value of each Equity Share: ` 2)

DATE NSE BSEHigh Low High Low

April, 2014 460.00 436.10 457.00 437.30May, 2014 471.90 408.60 470.05 408.10June, 2014 518.40 386.50 462.80 386.10July, 2014 407.65 386.55 409.90 388.35August, 2014 405.00 101.40 401.00 101.35

September, 2014 139.90 87.00 138.80 86.95October, 2014 120.00 102.35 121.00 102.60November, 2014 121.00 96.50 121.00 96.00December, 2014 106.80 84.15 106.50 84.75January, 2015 91.35 82.00 91.50 82.20February, 2015 98.80 82.00 98.80 81.60March, 2015 103.70 59.60 103.30 59.50

(viii) Share price performance in comparison to broad based indices – NSE Nifty and BSE Sensex based on share price on

31-03-2015.

in NSE by 85.79% and 85.52%% in BSE as compared to increase in NSE Nifty by 26.18% and BSE Sensex by 24.50%.

(ix) Share Transfer System:Pursuant to SEBI Circular Nos. D&CC/FITTC/CIR-15/2002 dated 27.12.2002 and D&CC/FITTC/CIR-18/2003 dated 12/02/2003, M/s. RCMC Share Registry Pvt. Ltd., which is already the Depository Interface of the Company for both NSDL & CDSL, have been appointed as Registrar and Transfer Agents (RTA) w.e.f. 31/03/2003 for all the work related to share registry in terms of both physical and electronic.

Share Transfer Committee:It approves the transfer and transmission of securities, issuance of

Aggarwal and Sh. O.P. Davra.

Physical Mode :Transfers of Equity shares in physical form are registered within a period of 15 days from the date of receipt. After the transfer, Share

are to be traded compulsorily in Demat mode w.e.f. 25.09.2000.

Dematerialised Mode :The Company’s Equity Share are eligible for dematerialisation. TheCompany had signed Agreements with both the Depositories namely: NSDL and CDSL. The Shareholders may therefore hold Company’s Share in Electronic Mode. The company’s ISIN No. for both the Depositories is INE824B01021.

(x) Distribution of Shareholding as on 31.03.2015

Distribution Schedule:

Shareholdingof value of `

Shareholders Share holdingsNumber % to

totalShares Amount % to

totalUPTO TO 5000 40688 98.04 8440290 16880580 3.735001 TO10000

396 0.95 1449084 2898168 0.64

10001 TO20000

185 0.45 1334757 2669514 0.59

20001 TO30000

68 0.16 819633 1639266 0.36

30001 TO40000

20 0.05 355624 711248 0.16

40001 TO50000

16 0.04 357794 715588 0.16

50001 TO100000

42 0.10 1542378 3084756 0.68

100001 and Above

88 0.21 212215186 424430372 93.69

Total 41503 100.00 226514746 453029492 100.00

Shareholding Pattern:

Sr. No. Category %age1 Promoters 59.102 Banks, Financial Institutions, Mutual Funds,

Insurance Companies03.99

3 Foreign Institutional Investors, NRI’s 01.574 Others 35.34

Total 100.00

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(xi) Dematerialisation of Shares & Liquidity:225669855 equity shares of the Company’s paid up equity share capital has been dematerialized upto 31st March, 2015. Trading in equity shares of the company is permitted only in dematerialized form

India (SEBI).

(xii) Outstanding GDRs/ADRs/ Warrants or any convertible instruments, conversion date and likely impact on equity

- Not Applicable

(xiii) Plant locations:

(i) Site-IV, Sahibabad Industrial Area, Sahibabad, Distt. Ghaziabad,U.P.

(ii) Village – Nifan, Savroli and Dehvali, Taluka-Khalapure, Distt. Raigad, (Near Khopoli), Maharashtra.

(iii) Meramandali, Distt. Dhenkanal, Orissa.

(xiv) Transfer of unclaimed amounts to Investor Education and Protection Fund :

The investors are advised to claim the un-encashed dividends lying in the unpaid dividend accounts of the Company before the due date (as indicated in the Notes to the Notice) before crediting the same by the Company to the Investor Education and Protection Fund.

During the year under review the Company has credited ` 1,74,983/- to the Investor Education and Protection Fund pursuant to Section205C of the Companies Act, 1956 in respect of the Unpaid/ unclaimed dividend amount relating to the Final dividend declared in 2006-07.

15. CEO AND CFO CERTIFICATION As per provision of the Clause 49 of the Listing Agreement CEO

Financial Results before the Board in terms of Clause 41 of the ListingAgreement.

16. DECLARATION REGARDING COMPLIANCE WITH THE CODE OF CONDUCTThis is to inform you that the company has adopted Code of Business Conduct and Ethics for its employees including the Managing Director/ whole-time Directors/ Non-executive Directors. The said Code is posted on the Company’s website.

31st March, 2015 received from the senior management team of the Company and the Members of the Board a declaration of compliance with the Code of Business Conduct and Ethics as applicable to them.

For the purpose of this declaration, Senior Management team means the members of the Management one level below the Managing Director as on 31st March, 2015.

Place: New Delhi Neeraj SingalDate:14.08.2015 Managing Director

17. ADDRESS FOR CORRESPONDENCE :

:Bhushan Steel LimitedGround Floor, Hyatt RegencyComplex,Bhikaji Cama Place,New Delhi-110 066.

Tel. : 011-39194000, 71194000Fax : 011-46518611, [email protected] site : www.bhushansteel.com

Registrar and Transfer Agent :RCMC Share Registry Pvt. Ltd. (Unit : BHUSHAN STEEL LIMITED)B-25/1, First Floor, Okhla Industrial Area Phase II, New Delhi - 110020.Phone : 011 – 26387320, 26387321, 26387323Fax : 011 - 26387322e-mail: [email protected]

18. AUDITOR’S REPORT ON CORPORATE GOVERNANCEWe have examined the compliance of conditions of Corporate Governance by Bhushan Steel Limited, for the year ended 31/03/2015 as stipulated in clause 49 of the Listing Agreement of the said Company with the stock exchange (s).

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance.

statements of the Company.

In our opinion and to the best of our information and according to the explanation given to us and the representation made by the Directors and the management, we certify that the company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement.

On the basis of representation received from Registrars and share transfer Agents and as per the records maintained by the Company which are presented to the shareholders / Investor Grievance Committee, we state that during the year ended 31st March, 2015, no investor grievances were pending for a period exceeding one month.

We further state that such compliance is neither an assurance as to the

which the Management has conducted the affairs of the Company.

for MEHRA GOEL & CO.,CHARTERED ACCOUNTANTS

(R.K. MEHRA)PLACE : NEW DELHI PARTNERDATE : 14.08.2015 M.NO. 6102

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The management of Bhushan Steel Limited presents its analysis report covering performance and outlook of the Company. The report has been prepared in compliance with the Corporate Governance requirement prescribed in the Listing Agreement. The management accepts

INDUSTRY STRUCTURE & DEVELOPMENTSThe steel industry is divided into primary & secondary sectors. The primary sector products are billets, pallets, rounds and Hot Rolled Coils/Plates(HRC/HRP).These form raw material for the secondary sector ,which produces value added items such as Angles, Channels,wire Rods,ColdRolled Coils/sheets (CRC/CRS) AND Galvanised Coils/Sheets. CR Sheetis a thinner sheet used for consumer durables like refrigerators,washing machines,automobiles, bicycles, etc. CR sheets are used by the automobile and domestic appliances industry whereas CR strips are used in manufacturing of bicycles, drums, barrels, fabrication, furniture etc. CR Coils are mainly used for manufacturing GP/GC sheets. Bhushan SteelLimited which so far falls under secondary sector, also entered in primary sector with setting up plant at Orissa.

FLAT PRODUCTSDerived from slabs, this category includes plates and Hot Rolled Coils/ Sheets. While plates are used for applications such as shipbuilding etc. HR

products such as Cold Rolled (CR) Steel and Galvanised Steel are made from it.

LONG PRODUCTSThese products derive their name from their shape. They are made by using billets and blooms and include rods, bars, pipes, ropes and wires, which are used largely by the housing/construction sector.

GLOBAL STEEL INDUSTRYWorld steel forecasts that global apparent steel use will increase by 0.5% to 1,544 Mt in 2015 following growth of 0.6% in 2014. In 2016, it is forecast that world steel demand will grow by 1.4% and will reach 1,565 Mt.

OUTLOOK

in most economies, particularly owing to limited investment growth post2008. As these changes take effect, the steel industry will experience a

value that steel products generate for customers and society.

While steel industry continue to face some downside risks coming from

volatility and the economic slowdown in China – the impact of these risks has come down. Steel industry has also started to see some encouraging developments due to increasingly positive news from developed economies,

developing and emerging world, we see increased optimism about Indiaand growth in steel use in some MENA and ASEAN countries. While these developments will not be enough to counterbalance the deceleration of China, we expect to see gradually improving growth prospects beyond 2016.

An interesting factor which has become increasingly apparent is that in some developing economies the steel markets are beginning to exhibit the characteristics of mature markets.

China

1995 due to the government’s rebalancing efforts that had a major impact on the real estate market. This situation is likely to remain unchanged in the short term and Chinese steel use will continue to record negative growth of -0.5% in both 2015 and 2016. In the medium term no strong rebound is expected. Some uncertainty remains regarding the impact of government measures aimed at stabilising the decelerating economy.

The rebalancing of the Chinese economy is inevitable as China enters its next stage of development, but it will take time. In the short term, it

ANNEXURE-DMANAGEMENT DISCUSSION AND ANALYSIS

increases in steel imports in many economies during 2014.

Oil Prices

varies between countries. On the one hand, it has a negative impact on

on the other hand it helps business sectors and consumers in oil importing

is alleviated, further relaxation of monetary policy by the Central Banks is

the recovery of underlying real steel use. As economies adjust to lower oil prices, it may lead to reduced demand for steel in some economies in the short term, but should support economic growth and demand for steel in the medium term.

The Developed WorldThe developed world showed growth in steel demand of 6.2% in 2014 on

growth in the developed world is set to moderate in 2015 due partly to the high base effect, but also less favourable steel market environments in the US, Japan and South Korea. The recovery in the EU, although becoming regionally broader based, is still constrained by weak investment activity and high unemployment. Steel demand in the developed economies will grow by 0.2% in 2015 and by 1.8% in 2016.

The Developing World (Excluding China)The developing economies (excluding China) posted low growth of 2.3% in 2014, in particular because of the continued deterioration in the Brazilian and Russian steel markets. Growth momentum in the developing economies is expected to remain generally weak in 2015, however, we expect positive growth in some economies such as India, Indonesia, Vietnam and Egypt,where steel markets are still developing. Steel demand is expected to grow by 4.0% in 2016 after growing by 2.4% in 2015.

INDIAN STEEL INDUSTRY The Indian steel industry has entered into a new development stage

from 2007-08, riding high on the resurgent economy and rising demand for steel.

Rapid rise in production has resulted in India becoming the 4th largest producer of crude steel and the largest producer of sponge iron or DRI in the world.

As per the report of the Working Group on Steel for the 12th Five Year Plan, there exist many factors which carry the potential of raising the per capita steel consumption in the country. These include among others, an estimated infrastructure investment of nearly a trillion dollars, a projected growth of manufacturing from current 8% to 11-12%, increase in urban population to 600 million by 2030 from the current level of 400 million, emergence of the rural market for steel currently consuming around 10 kg per annum buoyed by projects like Bharat Nirman, PradhanMantri Gram SadakYojana, Rajiv GandhiAwaasYojana among others.

The National Steel Policy 2005 is currently being reviewed keeping in mind the rapid developments in the domestic steel industry (both on the supply and demand sides) as well as the stable growth of the Indian economy since the release of the Policy in 2005.

Threat and Opportunities

time out there pressed from both the ends. The poor availability and high cost of the raw material in the domestic market and supply of cheaper material from neighboring markets has tongue-tied the Indian steelmakers.

15


import from China. Moreover, this will not much affect import coming from Japan & Korea because of free trade agreements with these neighbors. Experts predict what could possibly happen is that more material may come in from these two nations. This smaller duty hike would not be able to stop China from pushing its surplus produce into India.

material being pushed by China, Japan and Korea has brought down

manufactures compete better with the imported material. More safeguards and protections like anti dumping , major hike in custom duty are immediately.

OpportunitiesThe New Industrial policy opened up the Indian Iron and Steel industry for private investment by (a) removing it from the list of industries reserved for public sector and (b) exempting it from compulsory licensing. Importsof foreign technology as well as foreign direct investment are now freely permitted up to certain limits under an automatic route. Ministry of Steelplays the role of a facilitator, providing broad directions and assistance to new and existing steel plants, in the liberalized scenario.

The liberalization of industrial policy and other initiatives taken by the

growth of the private sector in the steel industry. While the existing units are being modernized/expanded, a large number of new steel plants have also come up in different parts of the country based on modern, cost effective, state of-the-art technologies. In the last few years, the rapid and stable growth of the demand side has also prompted domestic

country.

India 4th largest producer of crude steel in the world, has to its credit, the capability to produce a variety of grades and that too, of international quality standards. The country is expected to become the 2nd largest producer of crude steel in the world soon, provided all requirements for creation of fresh capacity are adequately met.

PERFORMANCEThe company is engaged in Steel business, which is context of AccountingStandard (AS)-17 issued by the institute of Chartered Accountants of India is considered the only business segment. The overall operational performance of the company has been much satisfactory during the year. The plants have operated optimally during the year and there were no major break downs or shutdowns. Brief performance of the Company is as follows:

(` in Crores)

Particulars FY 2014-15 FY 2013-14 Variation

Turnover 11735.02 10600.43 1134.59

PBDIT & EXCEPTIONALITEMS 2187.48 2722.59 (535.11)

Interest and FinancialCharges 2494.03 1663.30 830.73

Depreciation 938.39 963.96 (25.57)

Exceptional Items (Loss) 10.00 - 10.00

(1254.95) 95.33 (1350.28)

RISKS AND CONCERNS A detailed risk analysis for the project is presented in the table below:

Risk Factor Proposed Mitigation MechanismCompletion RiskStatutory Approvals / Clearances

Company has already complied with the requisite project clearances for plant facilities at Khopoli, Sahibabad and Odisha.

Further, the necessary statutory clearances applicable to the other projects which are under implementation shall be obtained as and when required.

Operating RiskRaw Material Availability The Company’s steel manufacturing capacity

at Odisha is located in a region with rich availability of staple raw material i.e. iron ore, coal and also has close proximity to ports for importing raw material. Iron ore is presently being bought by the Company from suppliers located in Barbil, Odisha such as OrissaMining Corporation, Rungta, Essel Mining etc.. Coking coal is being imported from BHPBilliton, Australia.

In addition, to ensure smooth and uninterrupted long term supply of coking coal for the Odisha Project, the Company has also

Ltd, Australia, which has the license for exploring coking coal mines in Queensland, Australia. The Company currently procures thermal coal through linkages to Mahanadi Coal Fields and daily e-auctions organized by Coal India Limited and its subsidiaries.

Power Availability Steel manufacturing process is power intensive and uninterrupted supply is necessary for its viability. BSL has a 110 MW captive power plant in Odisha, 24 MWat Sahibabad and another 24 MW at Khopoli. BSL is in the process of expanding its capacity from 110 MW to 307 MW at Odisha.

As of now Company generates around one third of its total power requirement and rest is supplied by Bhushan Energy Limited (BEL),an associate Company.

Technology Risk In order to ensure high operational

are updated with latest available technology and major equipments are procured from established and reputed manufacturers like Siemens, SMS Siemag, Paul Wurth, L&T etc. to minimize the performance risk.

Further, BSL ensures performance parameters of equipments through liquidated damages clauses in the agreements in order to ensure that any failure/ malfunctioning of the equipment is taken care by the supplier during the performance guarantee period.

16


Risk Factor Proposed Mitigation MechanismMarket Risk

Off-take Risk With its wide range of value added products, strong customer relationships with OEMs and distribution network, BSL has leveraged its

steel products and also caters to the export market. BSL downstream facilities at Sahibabad and Khopoli are strategically located near to major white good markets i.e. Delhi/NCRand Pune respectively. These are the major hubs where majority of the automobile and consumer durable companies are located. BSL has its plants strategically located at Meramandali and Khopoli which are located near to the major international seaports such as Paradeep and NhavaSheva JNPT port respectively. The plant at Khopoli, due to its proximity to west coast of India through JawaharLal Nehru Port enables the Company to capture the export market in African / Middle East countries. Similarly, the plant at Meramandali is located close to the East coast of India and enables the Company to capture South-East Asian and Australian markets. This enables BSL to send its product to the international markets with minimal inland transportation which reduces the overall freight charges and shipment time.Also, BSL has been a long term supplier to major renowned white goods manufacturers such as Maruti Suzuki, Tata Motors, Honda Cars, Mahindra & Mahindra, Ashok Leylandare few of the examples amongst Automobilesector. LG, Samsung, Videocon, Haier are the other renowned names in the consumer durable sector.

INTERNAL CONTROL SYSTEM

company always gives priority to it to achieve the following objectives:-

3. Safeguard of Company assets

4. Compliance with laid down policies and procedures.

5. Compliance with rule and regulations.

HUMAN RESOURCE DEVELOPMENT / INDUSTRIAL RELATIONSHIP

As on 31 March 2015, the company has 5424 employees in its family

beside thousands of employees of its Contractors and suppliers.

Industrial and employee relations with the Company remain cordial

commitments, prompt communication, and participation in social activities

and to provide challenging and safe working atmosphere in the company,

wherein every employee can develop his own strength and deliver his

expertise in the interest of the Company.

Board of Directors on record thanks to all of the employees for their

valuable contribution towards the growth of the company. Bhushan Steel

encourages its team members to go beyond the scope of their work,

undertake voluntary projects that enable to learn and contribute innovative

ideas in meeting goals of the company.

17


ANNEXURE - EFORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

To,The Members,Bhushan Steel LimitedBhushan Centre, Ground Floor,Hyatt Regency Complex,Bhikaji Cama PlaceNew Delhi – 110066CIN No.: L74899DL1983PLC014942

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Bhushan Steel Limited (hereinafter called the company). Secretarial Auditwas conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliance and expressing my opinion thereon.

I report that:

1. Maintenance of Secretarial and other laws records/compliance is the responsibility of the management of the Company. My responsibility is to express an opinion on such records/compliance, based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents

4. Where ever required, I have obtained the Management representation about the compliances of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of the corporate and other applicable laws, rules, regulation, standards is the responsibility of

procedures on text basis.

6. The Secretarial Audit report is neither an assurance as to the future

which the management has conducted the affairs of the company.

company and also the information provided by the Company, its

of secretarial audit, I hereby report that in my opinion, the company

31st March , 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns

year ended on 31st March , 2015 according to the provisions of:

(i) The Companies Act, 1956 (to the extent applicable) and Companies Act, 2013 read with the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

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

(iv) Foreign Exchange Management Act, 1999 and the rules and

regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

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

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999; (NOT APPLICABLE ON THE COMPANY)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (NOT APPLICABLE ON THE COMPANY)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (NOT APPLICABLE ON THE COMPANY) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (NOT APPLICABLE ON THE COMPANY)

the company are as under:

1. The Indian Explosive Act, 1884

2. The Petroleum Act, 1934

3. The Indian Boilers Act, 1923 and rules/regulations made thereunder

4. The SMPV Rules, 1981

5. Bio-Medical Waste (Management and Handling) Rules, 1998

7. Manufacture, Storage and Import of Hazardous Chemical Rules1989

8. Coal Mines (special provisions) Act, 2015

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (NOT APPLICABLE DURING THE AUDIT PERIOD)

(ii) The Listing Agreements entered into by the Company with BSELimited and National Stock Exchange of India Limited.

I further report that:

Tax laws by the Company has not been reviewed in this Audit and the same has been subject to review by the Statutory Auditors and others designated professionals.

authorized representatives during the conduct of the audit, and also on review of quarterly compliance reports taken on record by the

18


Board of Directors of the Company in my opinion, adequate systems and processes and control mechanism exist in the Company to monitor and ensure compliance of provisions of the Act, Rules, Regulations,Guidelines, Standards, etc. mentioned above and applicable general laws like labour laws, competition law and environmental laws subject to the following observations:

I. The Company paid Interim Dividend on 7,36,751 RedeemableCumulative Preference Shares as per terms of the issue which was not in compliance of section 123 of the Companies Act, 2013. The above said Redeemable Cumulative Preferences Shares were redeemed not in compliance of provisions of Companies Act, 2013.

II. The Company has not spent any amount during the year towards Corporate Social Responsibility.

III. The Proxy form attached with the notice of Annual General Meeting for the Financial Year 2013-14 was not in format.

IV. In respect of the Board resolutions (BR) dated 14.11.2014 and 14.02.2015 regarding approval of Un– audited Financial Results for the 2nd and 3rd

respect of BR dated 30.05.2014 regarding issue of Redeemable NCDSon private placement basis and approval of annual audited FinancialResults for the Year ended 31-03-2014 and BR dated 12.08.2014 and 20.09.2014 regarding issue of Redeemable Cumulative PreferenceShares and dated 12.08.2014 for further issue of securities, MGT 14

V. Joint Auditors were appointed in between the year through postal ballot as required by the Bankers, whereas as per the provisions of section 139 of the Companies Act, 2013, the same was supposed to be appointed in Annual General Meeting.

Regulation 13(6) of SEBI (Insider Trading) Regulations, 1992 were

was that the disclosures made under Regulation 13(4A) were received late. Mr. Neeraj Singal, Vice Chairman and Managing Directors of the

of SEBI for regularization of delays in disclosures of Insider trading Regulation.

VII. No effect has been taken on the value of investment made by the company in the de-allocated coal blocks amounting to ` 56289.96Lacs (including expenditure incurred ` 13546.46 Lacs and advance given ` 42743.50 Lacs) and ` 666.00 Lacs in Equity shares/ advance for share capital in the associated company whose coal blocks have been de-allocated pursuant to provisions of Coal Mines (SpecialProvisions) act 2015.


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

Adequate notice is given to all directors to schedule the Board

Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining

meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

Based on the compliance mechanism established by the Company

Director and Whole-time Director and taken on record by the Board of Directors at its meeting(s), I am of the opinion that the management has adequate systems and processes commensurate with its size and

applicable laws, rules, regulations and guidelines.


1. The Company sought approval of the shareholders at its AnnualGeneral Meeting for the Financial Year 2013-2014 for the following special items:

a. Further issue of securities pursuant to the provisions of Section 41, 42, 62, 71 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder;

b. Approve offer or invitation to subscribe to Non- Convertible Debentures on Private placement basis pursuant to Section42, 71 and all other applicable provisions of the Companies Act, 2013 and the rules made thereunder;

c. Issue of Redeemable Cumulative Preference shares in accordance with section 55 and all other applicable provisions of the Companies Act, 2013 and the rules made thereunder;

2. The Company got approval of the Shareholders in its AnnualGeneral Meeting held on 20.09.2014, not by Postal Ballot, in relation to Section 180(1) (a) of the Companies Act, 2013 to create Charges etc. upto a limit of ` 60,000 crore.

3. Due to the loss incurred during the year, the Company has applied to the Central Government for the approval of managerial remuneration paid during the year. The approval from Central Government is still awaited.

4. CBI registered an FIR No. RC No.-AC1/ 2014/ A0004 on 01.08.2014 against Mr. Neeraj Singal, Vice Chairman and Managing Directors of the Company under section 120(B) of Indian Penal Code and section 7, 12, 13(2) r/w 13(1)(d) of Prevention of Corruption Act, 1988. He was granted bail vide order dated 27.09.2014 of Hon’ble Court of Special Judge, CBI. The matter is currently pending before the court and the

R.S. BhatiaPlace: New Delhi Practicing Company SecretaryDate: 14.08.2015 CP No.: 2514

19


ANNEXURE- F

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under sub-section 3(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules 2014 are as under :

CONSERVATION OF ENERGY The Steps taken or impact on conservation of Energy;

monitoring of Blast Furnace (BF) process leads to yearly average of 65 kg/thm of Pulverized Coal Injection (PCI) and average productivity on yearly basis was 1.89 T/m3/day in BF#1 during last year. Theaverage productivity on yearly basis was 1.33 T/m3/day in BF#2without PCI during last year. The low capacity utilization of the plant largely effected the operating performance data of the production units.

The coke rate yearly average of 436 kg/thm in BF#1 and 488 kg/thm in BF#2.

The fuel rate yearly average of 552 kg/thm in BF#1 and 557 kg/thm in BF#2.

Angul was 6.10 GJ/tcs (ton of crude steel) during last year.

The commissioning of Slab Conveyer System at Slab yard for 100 % Hot Charging of steel slabs coming from caster directly into the Reheating Furnace. With this, the operating performance of Hot Strip

conservation.

Base Mix Preparation unit commissioned to feed Base Mix into Sinter

Furnace.

Wide use of LED lamps in all our new installations and change of

Fittings.

Extraction dust, Mill Scale and BOF Filter Cake through Base Blending Station.

Cold Briquetting Plant was commissioned at DRI plant and achieved 90% of rated capacity (daily production basis) within short period. This Plant converts DRI Fines (-5 mm), together with binders such as lime and molasses into more stable, ease to handle product e.g., briquettes for consumption in Steel Making Units (CONARC).

Finishing Mill (FM) 1 to 4 stands, The Work Roll cooling nozzles

peeling and improvement in surface quality of strips produced from Hot Strip Mill.

Installation of VFD in many areas resulting in huge savings of electrical energy.

The steps taken by the Company for utilising alternate source of Energy

Energy have been adopted in various existing technological units. Wehave implemented the Best Available Technologies (BAT) for iron and steel manufacturing to minimize the adverse impact on environment and surrounding. It’s a new Integrated Steel Plant, the Phase - 1 commissioned during the year 2010 and Phase - 2 commissioned during the year 2014.

The Capital Investment on Energy Conservation equipments

technologies while establishing its Steel Plants. Due to adoption of latest technologies in its existing plants no separate capital investment was required to be made on Energy Conservation Equipments.

(B) TECHNOLOGY ABSORPTION Efforts towards Technology Absorption:

Successful Commissioning and operation of Infra-Red Camera for BOFtapping to reduce the carry over slag – Improved cleanliness of steel.

Successfully started segment rollers cladding. This has helped us to utilize discarded rollers and improvement in segment life with less wear pattern. We have commissioned entire Set up, facility required for this process.

help us to ensure the cleanliness of header. Planned to implement in all preheaters to avoid pipe line chocking.

In automatic slab conveying system, The ROT rollers protection

With this, the performance of slab conveying system improved with overall improvement in productivity of Hot Strip Mill.

To take care the bottom opening wagon, the track hopper system envisaged to feed coal into the boiler of power plant. BSL planned two nos. of track hopper to handle the bottom opening wagon. One track hopper system is in place, the second one will be commissioned soon

product development or import substitution;Product Development Initiative in Angul Plant;

M/s Bhushan Steel has tied up with IIT Mumbai for optimization of High Carbon, 75Ni8, 75Cr1 & C76 steel grade w.r.t end applications of the product after cold rolling and heat-treatment. IITM has started technical interaction with BSL Khopoli & Odisha and initiated action plan to proceed accordingly.

The procurement process initiated for Scanning Electron Microscope (SEM) with EDAX facility for research work

development of new steel grades and optimization of existing steel grades for various applications as per the market requirement and customization of the existing products w.r.t quality, cost and meeting the end application requirements.

The R&D infrastructure developed in Angul Plant with following facilities;

Metallurgical Micro-Scope of Germany make, model Leica-DM-6000to investigate the micro-structure, grain size and inclusion rating in

Latest Micro-hardness testing machine in Lab for measuring the hardness of different phases of steel.

Tensile testing M/C of 150KN, 600KN & 1000KN. High temperature (up to 900°C) tensile testing provision in 600KN machine.

DWTT Machine to investigate the % Shear Area of API grade Linepipe steel up to X80 grade to ascertain toughness in the material.

Pendulum Impact Testing Machine with Cooling Chamber (up to

for measuring accuracy of notch angle and depth.

New advanced Hardness Testing Machines like universal hardness testing machine, Rockwell, Vicker, Brinell are available to measure the hardness of wide ranged product.

Direct Reading Emission Spectrometer for heat and product analysis.

XRF, XRD equipments are available for composition analysis.

Leco “C & S” Analyzer and Leco O, H &N Analyzer.

20


Development of New Products / Hot Rolled Steel Grade

Successfully Developed the IF grade steel for auto application as inner and outer panel in various sizes of 3.2 x 1260 – 1700 mm and 4.0 x 1260 – 1700 mm.

Developed Boron treated Low carbon Steel for use in higher cold reduction at Cold Rolling Mill without compromising productivity by rolling relatively thicker gauge strip in HSM.

Developed Hot Rolled Strips for Boiler tubes & Super heater tubes used for low temperature application and this product is approved by IBR (IndianBoiler Regulation).

Successfully Developed of High Strength IF steel grade, IF 340 in size 3.2 x 1370 mm for dent resistant in auto application.

Successful development and supply of 28 MnB5 high manganese & Boron Steel grade in size 5.8 x 1196 mm for Agricultural disc applications in Overseas Market.

Development of BSK46 grade, high strength micro-alloyed grade for manufacturing Auto Chassis as well as various components for auto application in various sizes of 2.6-4.0x1250 mm

Successful development high strength low alloy structural steel of EN10025 S355 grade in 2.9 x 1550 mm size for Indian Railways.

Successfully Developed and supplied Slabs of 230 x 1500 x 10000 mm in SAE 1006 and SAE 1010 grade to TATA Steel as per their customized requirement.

Development of Fe 540, high strength Low alloy steel for Structural applications in Indian Railways.

Cost reduction by chemistry & process optimization for various grades of steel in Line Pipes & Tubes and Structural grades without affecting quality.

The detail of the plant equipments imported during last three years are as under:

Sl.No.

Description 3.1 Mtpa Year ofInstal./Import

Addl 2.5 Mtpa Year ofInstal./Import

5.6 Mtpa Name of Technology / Equipment

Supplier1 Direct Reduction

Iron (DRI)10X500 tpd coal based DR Kilns

April’07-’12

April’07 -’12 10 X 500 tpd LurgiTGSKirloskarABB

1A Briquetting Plant 100 tph 100 tph Koppern Gmbh

2 Coke Oven Plant 2X 64 Oven (4.3m)

April’10 1 X 74 Oven (7.6 m) June’14 2 X 64 Oven (4.3 m) 1 X 74 Oven (7.6 m)

China ShougangPaul WurthHudec GmbhSchalkeKIC Ltd.L&T

3 Sinter Plant 1 x 177 m2 April’10 2 x 204 m2 Oct’13 1 x 177 m2

2 x 204 m2China ShougangOutotecSiemensL&T

4 Blast Furnace 1 x 1681m3 April’10 1 x 3814m3 May’14 1 x 1681m3

1 x 3814m3

Danieli CorusPaul WurthSiemensL&TDalian Huarui Heavy Industry

5 Pre Treatment &

Primary Steelmaking

1 x 60 t EAF6 x 15 t ( IF )

2 x 180 t HMDS1 x 180 t CONARC

2 x 180 t HMDS

2 x 180 t BOF2 x ARS (On Line)

Oct’13 1 x 60 t EAF6 x 15 t ( IF )4 x 180 t HMDS1 x 180 t CONARC2 x 180 t BOF with 2 ARS on line

SMS SiemagSiemensMiwentiEcomaster

6 Secondary Steel 1 x 60 t LF 1 x 15 t LF 1 x 60 t VD/VOD

2 x 180 t LF 1 x 180 t RH-OB

April’10

1x 180 t LF1x 180 t CAS-OB

Sept’13 1 x 60 t LF1 x 15 t LF1 x 60 t VD/VOD

3 x 180 t LF,1 x 180 t RH-OB1 x 180 t CAS-OB

DanieliSMS SiemagSiemens

21


Sl.No.

Description 3.1 Mtpa Year ofInstal./Import

Addl 2.5 Mtpa Year ofInstal./Import

5.6 Mtpa Name of Technology / Equipment

Supplier7 Continuous Casting

Plant (Slab Caster)1x 2 str +1x 1str Billet Caster1 x 1str SlabCaster (1300mm)1 x 1 str Slabcaster (1680mm)

April’10 2 x 1 str S C (1680mm) May’13 1 x 2 + 1 x 3 strand strand Billet Caster1x 1str SC (1300mm)

3 x 1 str SC(1680mm)

SMS SiemagSiemensSMS Logistic

8 Hot Strip Mill (HSM)Roll ShopSlitting & CTL

2 RHF1 Roughing +6 Finishing str+2 Down coiler

April’10 1 RHF1 Roughing +1 Finishing str+1 Down coiler

UnderImplementation,May’15

3 RHF2 Roughing +7 Finishing+3 Down coiler

SMS SiemagSMS LogisticSiemensTenovaWaldrich Siegen FIMI

9 Lime & Dolo Plant 4X 300tpd April’10 2X600 tpd UnderImplementation,Dec’14 (1 Kiln)

4 X 300tpd 2 X 600 tpd

QualicalSiemens

10 Power Plant 1 X 33MW (1,2,9.10 -54.5tph each WHRB)1X 77 MW ( 3 to8 WHRB) +120t AFBC12MW + 20 MW(3X 75t AFBC)

1X 165 MW ( 3X 275 tph CFBC)1X 14 MW ( TRT)

Nov’13 1 X 33MW(1,2,9.10 -54.5tph each WHRB)1X 77 MW(3 to 8 WHRB)+120t AFBC12MW + 20 MW ( 3X 75t AFBC)1X 165 MW (3X 275 tph CFBC)1X 14 MW(TRT)

BHELSiemensIGTABBSalzer PumpsKSB PumpsAdlecKirloskarCrompton GreavesUniversal Cables

11 CRM (With Annealing,Galvanizing,Colour coating facilites)

Capacity 0.6 MTPA

HR Slitting LinePickling Line6 Hi CRM(1x1020mm 0.18Mtpa1x1250mm 0.22Mtpa 1x1350mm 0.25Mtpa)Batch AnnealingFurnace -18 BasesElectrolytic Cleaning LineSkin Pass Mill2 nos. Galvanizing LineColour Coating LineSlitting LinesRewing cum TrimmingLineCut To Length LineTension Leveling cum Rewinding LineCorrugation M/cH2 Generation PlantARPETPARP, ETP etc

Dec’13 CMI FPESMS SiemegHyperthermABBEbnerPominiWaldrich SiegenSarcladFIMIAzax

The imported technology have been fully absorbed.

Expenditure incurred on Research and Development

Research and Development is a continual process towards product development and improvement in quality of product. In principle, R & D initiative is part of regular investment considering sustainable production with good quality products. Company’s R & D activities consist of carrying on normal quality

FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign Exchange used and earned Used : ` 4146.91 Cr.Earned : ` 1536.41 Cr.

22


ANNEXURE - GForm No. MGT-9

EXTRACT OF ANNUAL RETURN

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

I. REGISTRATION AND OTHER DETAILS:

i CIN L74899DL1983PLC014942ii Registration Date 08.01.1983

iii Name of the Company Bhushan Steel Limited

iv Category / Sub-Category of the Company Company limited by shares/ Indian Non-Government companyv

contact detailsBhushan Centre, Ground Floor, Hyatt Regency Complex, Bhikaji Cama Place, New Delhi-110066Tel. : 011-39194000, 71194000 Fax : 011-46518611, [email protected] Web site : www.bhushansteel.com

vi Whether listed company Yes / No Yes. Listed in BSE & NSE

vii Name, Address and Contact details of Registrar and Transfer Agent, if any

RCMC Share Registry Pvt. Ltd. (Unit : BHUSHAN STEEL LIMITED)B-25/1, First Floor, Okhla Industrial Area Phase II,New Delhi - 110020.Phone : 011 – 26387320, 26387321, 26387323 Fax : 011 - 26387322e-mail: [email protected]

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:-

Sr.No.

Name and Description of main products / services

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

1. Metal 241-Manufacture of Basic Iron & Steel, 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S.N0

NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDI-ARY/ ASSOCIATE

% of shares held

ApplicableSection

1 Bhushan Steel (Orissa) Ltd. U27100DL2010PLC202028 SUBSIDIARY 100.00 2(87)(ii)2 Bhushan Steel Madhya Bharat Ltd. U27100DL2010PLC202026 SUBSIDIARY 100.00 2(87)(ii)3 Bhushan (South) Ltd. U27100DL2010PLC202027 SUBSIDIARY 100.00 2(87)(ii)4 Bhushan Steel Australia Pty Ltd. NA FOREIGN SUBSIDIARY 90.97 2(87)(ii)5 Bhushan Energy Limited U40105DL2005PLC140748 Associate 47.71 2(6)6 Bhushan Capital & Credit Services Private Limited U74899DL1993PTC054636 Associate 42.58 2(6)7 Jawahar Credit & Holdings Private Limited U74899DL1993PTC054635 Associate 39.89 2(6)

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

i. Category-wise Share Holding

Category of Shareholders No. of Shares held at thebeginning of the year

No. of Shares held at theend of the year

% Change during the year

As on 01/04/2014 As on 31/03/2015Demat Physical Total % of

TotalShares

Demat Physical Total % of Total

Shares

A. Promoters

(1) Indian

a) Individual/ HUF 128891243 0 128891243 56.90 101852018 0 101852018 44.96 -11.937b) Central Govt State Govt (s) 0 0 0 0.00 0 0 0 0.00

c) Bodies Corp. 32431540 0 32431540 14.32 32010805 0 32010805 14.13 -0.186

d) Banks/FI 0 0 0 0.00 0 0 0 0.00

e) Others (trusts) 0 0 0 0.00 0 0 0 0.00

Sub-total (A) (1):- 161322783 0 161322783 71.22 133862823 0 133862823 59.10 -12.123

23


Category of Shareholders No. of Shares held at thebeginning of the year

No. of Shares held at theend of the year

% Change during the year

As on 01/04/2014 As on 31/03/2015Demat Physical Total % of

TotalShares

Demat Physical Total % of Total

Shares

(2) Foreign 0.00

a)NRIs – Individuals 0 0 0 0.00 0 0 0 0.00

b)Other – Individuals 0 0 0 0.00 0 0 0 0.00

c)Bodies Corp. 0 0 0 0.00 0 0 0 0.00

d)Banks / FI 0 0 0 0.00 0 0 0 0.00

e) Any Other.... 0 0 0 0.00 0 0 0 0.00

Sub-total(A)(2):- 0 0 0 0.00 0 0 0 0.00 0.000Total shareholding of Promoter (A) = (A)(1)+(A)(2) 161322783 0 161322783 71.22 133862823 0 133862823 59.10 -12.123

B. Public Shareholding 0.00 0.000

1. Institutions 0.00 0.000

a) Mutual Funds 19714 4000 23714 0.01 1269 4000 5269 0.00 -0.008

b) Banks/FI 130 4000 4130 0.00 27300 4000 31300 0.01 0.012

c)Central Govt/ State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.000

d) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.000

e)Insurance Companies 8919330 0 8919330 3.94 9016484 0 9016484 3.98 0.043

f) FIIs 4076210 0 4076210 1.80 3235202 0 3235202 1.43 -0.371g)Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.000

i) Others 0 0 0 0.00 0 0 0 0.00 0.000

Sub-total (B)(1):- 13015384 8000 13023384 5.75 12280255 8000 12288255 5.42 -0.325

2.Non-Institutions

a) Bodies Corp. 43211054 31305 43242359 19.09 63228388 30805 63259193 27.93 8.837

b) Individuals 0.00i)Individual shareholders holding nominal share capital upto ` 1 lakh 2166856 760080 2926936 1.29 9982207 737086 10719293 4.73 3.440ii) Individual shareholders

holding nominal share capital in excess of ` 1 lakh 4818857 0 4818857 2.13 4729930 0 4729930 2.09 -0.039

C) Others : i) Clearing Members 1060717 0 1060717 0.47 1171193 0 1171193 0.52 0.049

ii) Non Residents 48210 71500 119710 0.05 250559 69000 319559 0.14 0.088

iii) Foreign Company 0 0 0 0.00 0 0 0 0.00 0.000

iv) Trusts 0 0 0 0.00 164500 0 164500 0.07 0.073

Sub-total (B)(2):- 51305694 862885 52168579 23.03 79526777 836891 80363668 35.48 12.447

Total Public Shareholding (B) = (B)(1) + (B)(2) 64321078 870885 65191963 28.78 91807032 844891 92651923 40.90 12.123

C. Shares held by Custodian for GDRs & ADRs 0 0 0 0.00 0 0 0 0.00

Grand Total (A+B+C) 225643861 870885 226514746 100.00 225669855 844891 226514746 100.00 0.000

24


ii. Shareholding of Promotors

SlNo.

Shareholder’sName

Shareholding at the beginningof the year 01/04/2014

Shareholding at the endof the year31/03/2015 % change in

shareholdingduring the

year

No. of Shares % of total Sharesof the

company

% of total Shares

Pledged/encumbered

to total shares

No. of Shares % of total Sharesof the

company

% of total Shares Pledged/

encumbered to total shares

1 NEERAJ SINGAL 72994821 32.22 68362873 51480927 22.73 43341006 -9.49

2 BHUSHANINFRASTRUCTUREPVT. LTD.

32431540 14.31 3333000 32010805 14.13 4356419 -0.18

3 RITU SINGAL 7020309 3.099 4530311 6020309 2.658 4830311 -0.441

4 PUSHPA GARG 1006200 0.444 0 1006150 0.444 0 0

5 BRIJ BHUSHANSINGAL

45628672 20.144 39746887 41103391 18.146 38428439 -1.998

6 BRIJ BHUSHANSINGAL (HUF)

10666 0.005 0 10666 0.005 0 0

7 AISHWARYA SINGAL 2230575 0.985 0 2230575 0.985 0 0

TOTAL 161322783 71.207 115973071 133862823 59.098 90956175 -12.109

i. Change in Promoters’ Shareholding ( please specify, if there is no change)

Sr.No.

Particulars Shareholding at the beginning of the year 01/04/2014

Cumulative Shareholding during the year 31/03/2015

Status No. of shares % of total shares of the

company

No. of shares % of total shares of the

company

1 NEERAJ SINGAL

At the beginning of the year 72994821 32.23 72994821 32.2323/05/2014 Invocation -539915 -0.24 72454906 31.9920/06/2014 Acquisition 230000 0.1 72684906 32.0930/06/2014 Acquisition 134000 0.06 72818906 32.1511/07/2014 Acquisition 512 0 72819418 32.1508/08/2014 Invocation -2128372 -0.94 70691046 31.2115/08/2014 Invocation -9104422 -4.02 61586624 27.1922/08/2014 Invocation -3593 0 61583031 27.1929/08/2014 Invocation -3220 0 61579811 27.1905/09/2014 Invocation -3702543 -1.63 57877268 25.5519/09/2014 Invocation -213488 -0.09 57663780 25.4630/09/2014 Invocation -50000 -0.02 57613780 25.4410/10/2014 Invocation -69121 -0.03 57544659 25.4117/10/2014 Invocation -230879 -0.1 57313780 25.3124/10/2014 Invocation 594532 0.26 57908312 25.5731/10/2014 Invocation -78585 -0.03 57829727 25.5307/11/2014 Invocation -140000 -0.06 57689727 25.4714/11/2014 Invocation -225206 -0.1 57464521 25.3721/11/2014 Invocation -145269 -0.06 57319252 25.3128/11/2014 Invocation -71400 -0.03 57247852 25.2805/12/2014 Invocation -73449 -0.03 57174403 25.2412/12/2014 Invocation -79788 -0.04 57094615 25.2120/03/2015 Invocation -41550 -0.02 57053065 25.1927/03/2015 Invocation -5572138 -2.46 51480927 22.73At the end of the year 51480927 22.73

25


Sr.No.




company


company

2 BRIJ BHUSHAN SINGALAt the beginning of the year 45628672 20.15 45628672 20.1508/08/2014 Invocation -535715 -0.24 45092957 19.9115/08/2014 Acquisition 174740 0.08 45267697 19.9922/08/2014 Invocation -210237 -0.09 45057460 19.8929/08/2014 Invocation -64377 -0.03 44993083 19.8705/09/2014 Invocation -1259199 -0.56 43733884 19.3120/03/2015 Invocation -40150 -0.02 43693734 19.2927/03/2015 Invocation -2590343 -1.14 41103391 18.15At the end of the year 41103391 18.15

3 BHUSHAN INFRASTRUCTURE PRIVATE LIMITEDAt the beginning of the year 32431540 14.32 32431540 14.3218/07/2014 Acquisition 290000 0.13 32721540 14.4525/07/2014 Acquisition 15000 0.01 32736540 14.4508/08/2014 Invocation -82086 -0.04 32654454 14.4215/08/2014 Invocation -47195 -0.02 32607259 14.422/08/2014 Invocation -18415 -0.01 32588844 14.3929/08/2014 Invocation -9805 0 32579039 14.3805/09/2014 Invocation -61734 -0.03 32517305 14.3619/09/2014 Invocation -25200 -0.01 32492105 14.3527/02/2015 Invocation -176000 -0.08 32316105 14.2720/03/2015 Invocation -305300 -0.13 32010805 14.13At the end of the year 32010805 14.13

4 RITU SINGALAt the beginning of the year 7020309 3.1 7020309 3.115/08/2014 Invocation -1000000 -0.44 6020309 2.66At the end of the year 6020309 2.66

5 AISHWARYA SINGALAt the beginning of the year 2230575 0.98 2230575 0.98At the end of the year 2230575 0.98

6 PUSHPA GARGAt the beginning of the year 1006200 0.44 1006200 0.4423/05/2014 Transfer -50 0 1006150 0.44At the end of the year 1006150 0.44

7BRIJ BHUSHAN SINGAL (HUF)At the beginning of the year 10666 0 10666 0At the end of the year 10666 0

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

SlNo.

For Each of the Top 10 Shareholders Shareholding at the beginning of the year

(01/04/2014

Cumulative Shareholding during the year (31/03/2015)

No. of Shares

% of total shares of the

company

No. of Shares


company

1 MOONSTAR SECURITIES TRADING & FINANCE COMPANY PVT. LTD.At the beginning of the year 10287057 4.54 10287057 4.5420/06/2014 Transfer -375000 -0.17 9912057 4.3808/08/2014 Transfer -247492 -0.11 9664565 4.27At the end of the year 9664565 4.27

26


SlNo.

For Each of the Top 10 Shareholders Shareholding at the beginning of the year

(01/04/2014

Cumulative Shareholding during the year (31/03/2015)

No. of Shares


company

No. of Shares


company2 LIFE INSURANCE CORPORATION OF INDIA

At the beginning of the year 8014898 3.54 8014898 3.54At the end of the year 8014898 3.54

3 ARCHANA MITTALAt the beginning of the year 4523680 2 4523680 209/05/2014 Transfer 1000000 0.44 5523680 2.4430/09/2014 Transfer -275000 -0.12 5248680 2.3227/02/2015 Transfer -136651 -0.06 5112029 2.2606/03/2015 Transfer -238349 -0.11 4873680 2.1513/03/2015 Transfer -550000 -0.24 4323680 1.9131/03/2015 Transfer -250000 -0.11 4073680 1.8At the end of the year 4073680 1.8

4 TERRIFIC STEEL PVT LTDAt the beginning of the year 2119505 0.94 2119505 0.94At the end of the year 2119505 0.94

5 PROMINENT HOSPITALS PRIVATE LIMITEDAt the beginning of the year 2111195 0.93 2111195 0.93At the end of the year 2111195 0.93

6 DELIGHT RESORTS PVT LTDAt the beginning of the year 2102120 0.93 2102120 0.93At the end of the year 2102120 0.93

7 TITANIC DEVELOPERS AND BUILDERS PVT LTDAt the beginning of the year 2100000 0.93 2100000 0.93At the end of the year 2100000 0.93

8 SUPREME PLACEMENT SERVICES PVT LTDAt the beginning of the year 2099650 0.93 2099650 0.93At the end of the year 2099650 0.93

9 SUNLIGHT TOUR AND TRAVELS PRIVATE LIMITEDAt the beginning of the year 2091135 0.92 2091135 0.92At the end of the year 2091135 0.92

10 DEPENDABLE TRANSPORT PVT LTDAt the beginning of the year 2089060 0.92 2089060 0.92At the end of the year 2089060 0.92

11 L AND T FINCORP LIMITEDAt the beginning of the year 0 0 0 008/08/2014 Transfer 50000 0.02 50000 0.0227/03/2015 Transfer 2689981 1.19 2739981 1.21At the end of the year 2739981 1.21

12 ECL FINANCE LIMITEDAt the beginning of the year 0 0 0 015/08/2014 Transfer 10000000 4.42 10000000 4.4212/12/2014 Transfer 400 0 10000400 4.4220/02/2015 Transfer -400 0 10000000 4.42At the end of the year 10000000 4.42

13 FAMILY CREDIT LIMITEDAt the beginning of the year 0 0 0 027/03/2015 Transfer 3497500 1.54 3497500 1.54At the end of the year 3497500 1.54

27


(v) Shareholding of Directors and Key Managerial Personnel:

Sr.No.




company


company

1 NEERAJ SINGAL

At the beginning of the year 72994821 32.23 72994821 32.2323/05/2014 Invocation -539915 -0.24 72454906 31.9920/06/2014 Acquisition 230000 0.1 72684906 32.0930/06/2014 Acquisition 134000 0.06 72818906 32.1511/07/2014 Acquisition 512 0 72819418 32.1508/08/2014 Invocation -2128372 -0.94 70691046 31.2115/08/2014 Invocation -9104422 -4.02 61586624 27.1922/08/2014 Invocation -3593 0 61583031 27.1929/08/2014 Invocation -3220 0 61579811 27.1905/09/2014 Invocation -3702543 -1.63 57877268 25.5519/09/2014 Invocation -213488 -0.09 57663780 25.4630/09/2014 Invocation -50000 -0.02 57613780 25.4410/10/2014 Invocation -69121 -0.03 57544659 25.4117/10/2014 Invocation -230879 -0.1 57313780 25.3124/10/2014 Invocation 594532 0.26 57908312 25.5731/10/2014 Invocation -78585 -0.03 57829727 25.5307/11/2014 Invocation -140000 -0.06 57689727 25.4714/11/2014 Invocation -225206 -0.1 57464521 25.3721/11/2014 Invocation -145269 -0.06 57319252 25.3128/11/2014 Invocation -71400 -0.03 57247852 25.2805/12/2014 Invocation -73449 -0.03 57174403 25.2412/12/2014 Invocation -79788 -0.04 57094615 25.2120/03/2015 Invocation -41550 -0.02 57053065 25.1927/03/2015 Invocation -5572138 -2.46 51480927 22.73At the end of the year 51480927 22.73

2 BRIJ BHUSHAN SINGALAt the beginning of the year 45628672 20.15 45628672 20.1508/08/2014 Invocation -535715 -0.24 45092957 19.9115/08/2014 Acquisition 174740 0.08 45267697 19.9922/08/2014 Invocation -210237 -0.09 45057460 19.8929/08/2014 Invocation -64377 -0.03 44993083 19.8705/09/2014 Invocation -1259199 -0.56 43733884 19.3120/03/2015 Invocation -40150 -0.02 43693734 19.2927/03/2015 Invocation -2590343 -1.14 41103391 18.15At the end of the year 41103391 18.15

4 P. K. AGGARWALAt the beginning of the year 444 0.00 444 0.00At the end of the year 444 0.00

5 O. P. DAVRAAt the beginning of the year 1112 0.00 1112 0.00At the end of the year 1112 0.00

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment (` in Crore)

Secured Loans excluding deposits

UnsecuredLoans

Deposits TotalIndebtedness

i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

35050-

484

175-1

000

352250

485Total (i+ii+iii) 35534 176 0 35710

28


Secured Loans excluding deposits

UnsecuredLoans

Deposits TotalIndebtedness

· Addition· Reduction

53782003

668189

00

60462192

Net Change 3375 479 0 3854Indebtedness at the

i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

38425450339

65401

000

39079450340

Total (i+ii+iii) 39214 655 0 39869

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. no. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Mr. Neeraj Singal

Mr. Nittin Johari

Mr. Rahul Sen Gupta

Mr. P.K. Agarwal

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

17(3) Income-tax Act, 1961

12000000

2466009

11400000

39600

7500000

39600

7500000

39600

38400000

2584809

2. Stock Option - - - - -3. Sweat Equity - - - - -4. Commission

- others, specify

- - - - -

5. Others, please specify-PF - - - 16500 16500Total (A) 14466009 11439600 7539600 7556100 41001309Ceiling as per the Act NIL NIL NIL NIL NIL

B Remuneration to other directors:

Sl.no.

Particulars of Remuneration

Name of Directors TotalAmount

Mr.B. B. Tandon

Mr. M. V. Suryanarayana

Mr. V.K. Mehrotra

Mr.AshwaniKumar

Mr.RakeshSinghal

Mr. Sahil Goyal

Mr.PradeeepPatni

Mr.PankajSharma

1 3. IndependentDirectors

· Fee for attending board / committee meetings

· Commission · Others, please

specify

300000

0

280000

0

40000

0

120000

0

20000

0

80000

0

80000

0

20000

0

940000

0

Total (1) 300000 280000 40000 120000 20000 80000 80000 20000 940000

29


Sl.no.

Particulars of Remuneration

Name of Directors TotalAmount

Mr. B. B.Singal4. Other Non-

Executive Directors

· Fee for attending board / committee meetings

· Commission · Others, please

specify

860000

00

860000

00

Total (2) 860000 860000Total(B)=(1+2)TotalManagerialRemuneration

1800000

Overall Ceiling as per the Act

NIL NIL NIL NIL NIL NIL NIL NIL NIL

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sl.no.

Particulars of Remuneration Key Managerial Personnel

Company Secretary CFO 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

2010000

21600

11400000

39600

13410000

61200

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission

- others, specify

- - -

5 Others, please specify - - -

Total 2031600 11439600 13471200

30


ANNEXURE- HDETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr.No.

Name of Director/KMP and Designation

Remunerationof Director/ KMP for

2014-15(` in Crore)

% increase inRemuneration

in the Financial Year 2014-15

Ratio ofremuneration of each

Director/ to medianremuneration of

employees

Comparison of theRemuneration of the

KMP against theperformance of the

Company1 Mr. Neeraj Singal

Vice Chairman & Managing Director1.45 0.98 67:1 As per point (vi)

2 Mr. Nittin JohariWhole- time Director (Finance) cum

1.14 17.73 53:1 As per point (vi)

3 Mr. Rahul Sen GuptaWhole- time Director (Technical)

0.75 27.47 35:1 As per point (vi)

4 Mr. P. K. AggarwalWhole- time Director (Commercial)

0.76 27.93 35:1 As per point (vi)

5 Mr. O. P. DavraCompany Secretary

0.20 - 9:1 As per point (vi)

- The Median Remuneration of the employees of the Company is ` 2.14 Lacs.

- The percentage increase in the median remuneration of employees is 6.5% .

(iv) the number of permanent employees on the rolls of company;

- The number of Permanent employees on the rolls of the Company as on 31st March, 2015 is 5424.

(v) the explanation on the relationship between average increase in remuneration and company performance;

- The reward philosophy of the Company is to provide market competitive increments, keeping the Company performance in perspective, while driving a performance culture simultaneously.

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

- All the key Managerial Personnel of the Company are associated with the Company for long time. The Company achieved enormous growth under their leadership. The remuneration paid to them is below par as compared to peer Industries. No variable salaries was paid to the Key Managerial Personnel keeping in mind the Company Performance.

year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as

Close Price April 01, 2014 March 31, 2015 % ChangeBSE 453.15 65.90 - 85.46%NSE 452.40 65.20 - 85.59%Market CapitalisationBSE 10264.52 Cr. 1492.73 Cr. - 85.46%NSE 10247.53 Cr. 1476.88 Cr. - 85.59%IPO vs March 31, 2015 IPO March 31, 2015 % ChangePrice (Adjusted) 24 65.90 174.58%Price/EarningBSE 203.21 -1.18 -100.58%NSE 202.87 -1.17 -100.58%

increase in the managerial remuneration;

- Considering the Company performance, Key Managerial Personnel were given the increment commensurate with peer industries. Thus the increase in the salary should be seen as salary correction. Whereas other employees were given an average salary

31


(ix) Comparision of the each remuneration of the Key Managerial Personnel against the performance of the company

As per Section 203 of the Companies Act 2013 Key Managerial Personnel of the Company are as under:

Mr. Neeraj Singal, Vice-Chairman and Managing Director

Mr. O.P. Davra, Vice-President (Corporate affairs) & Company Secretary

Mr. Rahul Sen Gupta, Whole-time Director (Technical)

Mr. P. K. Agarwal, Whole-time Director (Commercial)

Remuneration of the Key Managerial Persons is as per the Industry norms. No variable was paid to the Key Managerial personnel.

(x) the key parameters for any variable component of remuneration availed by the directors;

- No variable component of remuneration was paid to the directors.

(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and

- The highest paid director is the Mr. Neeraj Singal, Vice Chairman and Managing director of the Company. No other employee was paid remuneration in excess of the highest paid director during the year

-the Company.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

SR.NO.

NAME DESIGNATION REMUN-ERATION(`)

QUALIFICATION AGE EXP. DATE OF COM-MENCE-MENT OF EMPLOY-MENT

NATURE OFDUTIES

LASTEMPLOYMENT

1 2 3 4 5 6 7 8 9 10EMPLOYED THROUGHOUT THE YEAR AND WAS IN RECEIPT OF REMUNERATION OF NOT LESS THAN ` 60,00,000 PER ANNUM.

1 SH. NEERAJSINGAL

VICE CHAIRMAN& MANAGINGDIRECTOR

14466009 GRADUATE 47 28 1.04.1992 OPERATIONSAND DAY TO DAYMANAGEMENT

EXECUTIVEDIRECTORWITH BHUSHANMETALLICS LTD.

2 SH. NITTINJOHARI

DIRECTORFINANCE

11439600 M.COM., F.C.A.. 52 30 6.01.1995 CORPORATEFINANCING ANDOTHER RELATEDMATTERS

FINANCECONTROLLERWITH WIMCOLTD.

3 SH. RAHULSENGUPTA

DIRECTORTECHNICAL

7539600 B.Sc.Engg. 56 34 22.05.1995 PROJECTPLANNING ANDIMPLEMENTATIONOTHER TECHNICALRALATED MATTERS

INDIAN OXYGENLTD.

4 SH.P.K.AGGRAWAL

DIRECTORCOMMERCIAL

7556100 B.Sc.,F.C.A. 61 39 01.05.1991 ALL COMMERCIALAND LEGALMATTERS RELATEDTO INDIRECTTAXATION

ASST. GENERALMANAGERWITH BHUSHANINDUSTRIES LTD

5 SMT. RITUSINGAL

CHIEFADMINISTRATIVEOFFICER

6860000 Graduate 42 10 01.02.2005 OVERALLADMINISTRATIONOF THE COMPANY

-

EMPLOYED FOR A PART OF THE YEAR AND WAS IN RECEIPT OF REMUNERATION OF NOT LESS THAN ` 5,00,000 PER MONTH.1 SH. ASHOK

KUMAR RAINAEXECUTIVEDIRECTOR

5076123 B.E.(METALLURGY) 67 41 1.08.2011 CORPORATEDEVELOPMENT

MANAGINGDIRECTOR WITHM G TRADESERVICES(INDIA) LTD,

Notes:1. Remuneration as shown above includes salary, allowances, medical expenses, house rent, taxable value of perquisites but excludes gratuity

provision.

2. Sh. Neeraj Singal is a relative of Sh. B. B. Singal, Non-Executive Chairman.

3. Sh. Neeraj Singal holds 22.73% of paid up Equity Share Capital of the company.

4. Nature of employment of Sh. Neeraj Singal is contractual.

32


INDEPENDENT AUDITORS’ REPORT

To

The Members of Bhushan Steel Limited

Report on the Standalone Financial Statements

Bhushan Steel Limited (“the Company”), which comprises the Balance

ended.

Management’s Responsibility for the Standalone Financial Statements

Auditor’s Responsibility

under.

We conducted our audit in accordance with the Standards on Auditing

has issued the Coal Mines (Special Provision) Act, 2015, which inter-alia

`expenditure incurred `13546.46 Lacs and advance given `Lacs) and `

2015.

on that date.

Emphasis of Matter

maturity period in accordance with the said scheme.

Report on Other Legal and Regulatory Requirements

our audit;

33

FINANCIAL STATEMENTS

statements.

For MEHRA GOEL & CO. For MEHROTRA & MEHROTRA Chartered Accountants Chartered Accountants

R.K. Mehra M.P. MehrotraPartner Partner

34


A N N E X U R E

assets.

inventories, no material discrepancies were noticed on such

us, the company has not granted any loans, secured or unsecured

to correct major weaknesses in such internal control system.

Companies Act, 2013.

undisputed dues including Provident Fund, Investors’ Educationand Protection Fund, Employees’ State Insurance, Income

or value added tax or cess aggregating `

Name of the Statute Nature of Dues

Period to which the amount pertains Amount(` In

Lacs)

Forum where the dispute is pending

0.26CESTAT, Kolkata

to Mar’11F.Y. 2001-2002, Mar'05 to Jan'10, Jul'01

to Nov'11

3388.14

Apr'12 to Mar’13

CESTAT

Jan’12 to Oct’12 26.66 Commissioner Excise Appeals Zone II

246.41

(Service Tax Provisions)Service Tax CESTAT, Kolkata

52.33 CESTATIncome Tax 6106.48

(Appeals)

35



Period to which the amount pertains Amount(` In

Lacs)


statesLocal Sales Tax

Apr'05 to Mar’12 11112.54 Orissa High Court at Cuttack2002-03, 2003-04, 2004-05, Apr'06 to Oct'06 444.85

Mar’13, Jan’08 to Mar’08, Apr’13 to Nov’13, Additional Commissioner (Appeal)

106.28Commissioner Commercial (Appeal)

Apr’14, May’14 362.48 Joint Commissioner (Appeal)Central Sales Tax

2002-03, 2003-04, 2004-05, Apr'06 to Oct'06 2151.22

Additional Commissioner (Appeal)

Uttar Pradesh Tax on Entry Entry Tax2004-05 Supreme Court

6815.81 Additional Commissioner (Appeal)Entry Tax Supreme Court

(Appeal) CuttackOrissa Minor Minerals Concession Rules, 2004

Royalty - Orissa High Court

explanations given to us, the Company has not given any guarantee

deployment pending actual application.



36


BALANCE SHEET AS AT 31ST MARCH, 2015

(` in Lacs)

NOTE As at31.03.2015

As at31.03.2014

EQUITY AND LIABILITIESShareholders' FundsShare Capital 2Reserves and Surplus 3

788056.78 915312.86Share Application Money Pending Allotment - -Non-Current LiabilitiesLong-Term Borrowings 4

56 63530.01 216163.10

3293709.42 2910292.52Current LiabilitiesShort-Term Borrowings

8

Short-Term Provisions 10 2848.101208986.05 1280469.04

Total 5290752.25 5106074.42ASSETSNon-Current AssetsFixed Assets 11

Capital Work in Progress 251184.10 1631826.203907540.76 3819052.25

Non-Current Investments 12 62324.15Long-Term Loans and Advances 13Other Non-Current Assets 14 -

216629.78 241717.75Current AssetsInventories 15

168684.21

Short-Term Loans and Advances 18 142442.58Other Current Assets

1166581.71 1045304.42Total 5290752.25 5106074.42

1Other Notes on Financial Statements

For MEHRA GOEL & CO.Chartered Accountants

For MEHROTRA & MEHROTRAChartered Accountants(Registration No.000226C)

R. K. MEHRAPARTNER

M.P. MEHROTRAPARTNER

B. B. SINGALNON-EXECUTIVE CHAIRMAN

NEERAJ SINGAL

PANKAJ KUMAR

(ACCOUNTS)

NITTIN JOHARI O. P. DAVRACOMPANY

SECRETARY




R. K. MEHRAPARTNER



NEERAJ SINGAL

PANKAJ KUMAR

(ACCOUNTS)


SECRETARY

STATEMENT OF PROFIT AND LOSS

(` in Lacs)

NOTE Year Ended 31.03.2015 Year Ended 31.03.2014

INCOME

20

Other Income 21

TOTAL REVENUE 1065927.78 970494.51

EXPENSES

22

23 4831.81

Stock- in -Trade24 (2138.02)

25

Finance Costs 26

Other Expenses 226361.11

Total Expenses 1190422.64 960961.08

and Tax(124494.86) 9533.43

Exceptional Items 28 1000.00 -

(125494.86) 9533.43

Tax Expenses

- Current Tax -

-

(112.06)

- (112.06)

(125382.80) 6195.96

Basic Earning Per Share (`) (55.84) 2.23

`) (55.84) 2.23

`) 2.00 2.00

1

Other Notes on Financial Statements

38


CASH FLOW STATEMENT

(` in Lacs)

Year Ended 31.03.2015 Year Ended 31.03.2014

(A) CASH FLOW FROM OPERATING ACTIVITIES :

items(125494.86) 9533.43

283.12

Finance Cost

(1.38) (22.58)

Interest Income (others) (801.52)

-

1000.00 -

48.31

Right Issue Expenses -

219059.85 283607.34

(13824.48)

18356.82

Cash Flow from Operating Activities 217446.89 238910.44

(A)217322.80 231136.10

(B) CASH FLOW FROM INVESTING ACTIVITIES :

33036.62 235.31

(222.64)

2140.14

-

Interest Income

1.38

Net Cash Used In Investing Activities (B) (140278.73) (503111.42)


(` in Lacs)


(C) CASH FLOW FROM FINANCING ACTIVITIES :

Finance Cost

Proceeds From Other Borrowings 382605.41

20014.02 53814.03


(22151.40)

(1285.13)

(342.68)

Net Cash Flow From Financing Activities (C) (76655.82) 264908.72

Equivalents (A+B+C)388.25 (7066.60)

15362.56

8684.21

Note:-

` `

to the Company.



R. K. MEHRAPARTNER



NEERAJ SINGAL

PANKAJ KUMAR

(ACCOUNTS)


SECRETARY

40


1) PRESENTATION OF FINANCIAL STATEMENTS

Act.

2) BASIS OF PREPARATION

3) USE OF ESTIMATES

discount.

statement.

5) FIXED ASSETS

is ready to commence commercial production. Adjustments arising

6) ASSETS IN THE COURSE OF CONSTRUCTION

under construction account. At the point when an asset is operating

7) INTANGIBLE ASSETS

In accordance with Accounting Standard (AS)-26 relating to

8) IMPAIRMENT OF ASSETS

9) DEPRECIATION

provided on Straight Line Method.

Companies Act, 2013.

S. No.Years

1 Sinter Plant 35-382 Blast Furnace 35-383 Coke Ovens 35-384 Rolling Mill in Steel Plant 35-385 Basic Oxygen Furnace Converter 35-386 38

HTSS35

8 Power Plant (Thermal Base) 3830

10 20

NOTE - 1 SIGNIFICANT ACCOUNTING POLICIES

41


10) INVENTORIES

Finished goods and work-in-progress are valued at raw material cost

condition.

11) INVESTMENTS

12) FOREIGN EXCHANGE TRANSACTIONS

13) BORROWING COST

such materials.

15) CLAIMS

acceptance.

16) EMPLOYEE BENEFITS

period in which the employees render service) and post employment

in accordance with the statute, and are recognized as an expense

when employees have rendered services entitling them to the

are made in accordance with the statute, and are recognized as an

expense when employees have rendered services entitling them to

plans, are determined using the Projected Unit Credit Method, on the

17) TAX EXPENSE

Minimum Alternate Tax (MAT) paid in accordance with the Income Tax

In accordance with the Accounting Standard (AS)-22 “Accounting

18) LEASES

42


the minimum lease payments.

19) DERIVATIVE FINANCIAL INSTRUMENTS

and Loss. The contracts entered into are marked to market at the

20) PROVISION AND CONTINGENT LIABILITY

21) CONTINGENCIES & COMMITMENTS

litigation and other claims against the Company. Where the potential

43


NOTES FORMING PART OF THE ACCOUNTS

(` in Lacs)

As at31.03.2015

As at31.03.2014

NOTE -2 SHARE CAPITALAuthorised

` 8000.00 8000.00` 14500.00

27500.00 22500.00Issued

` 4612.10 4612.10

`8368.83 8235.43

` -

` - 400.00

`3485.00 1400.00

èach

-

17633.27 14984.28Subscribed

`` 0.01 0.01

`8368.83 8235.43

` -

` - 400.00

`3485.00 1400.00

èach

-

17551.47 14902.48Paid Up

`` 0.01 0.01

`8368.83 8235.43

` -

` - 400.00

`3485.00 1400.00

èach

-

17551.47 14902.48

Detail of Shareholders holding more than 5% shares :

Name of Shareholders As at 31.03.2015 As at 31.03.2014No of Shares % Held No of Shares % Held

(A) Equity Shareholders1. Shri Brij Bhushan Singal 18.15% 20.14%2. Shri Neeraj Singal3. 32010805 14.13% 32431540 14.32%

(B) Preference Shareholders1. Shri Brij Bhushan Singal 13634332. Shri Neeraj Singal 24.10% 24.02%3. BBN Transportation Pvt. Ltd. 663500 5.10% - - 4. Bhushan Finance Pvt. Ltd. 548810 4.21% 840000 8.10%5. 3.51% 5.12%

44


Reconciliation of number of shares outstanding is set out below:

Particulars As at 31.03.2015 As at 31.03.2014No of Shares Amount

(` in Lacs)No of Shares Amount

(` in Lacs)(A) Equity Shares

226515530 - - - 141.56 - - 0.01

(B) Preference Shares (Non Convertible CumulativeRedeemable Preference Shares)10% Preference Shares

8235433 8235.43133400 133.40

- - 8368833 8368.83 8235433 8235.43

4% Preference Shares 354000 354.00

- - - -

- -

25% Preference Shares 400000 400.00 400000 400.00

- - - - 400000 400.00 - -

- - 400000 400.00

2% Preference Shares1400000 1400.00 - - 2085000 2085.00 1400000 1400.00

- - - - 3485000 3485.00 1400000 1400.00

1% Preference Shares - - - -

- - - - - -

- -

(` in Lacs)

As at31.03.2015

As at31.03.2014

NOTE-3 RESERVES & SURPLUSCapital Redemption Reserve:

- -

693.34 693.34Capital Reserve:

23006.12 18615.85

23276.22 23006.12

45


(` in Lacs)

As at31.03.2015

As at31.03.2014

Debenture Redemption Reserve :41562.50

- 3200.00

- - 44762.50 44762.50

Securities Premium Reserve:

16628.28

329731.94 330785.68General Reserve:

500050.00 - - -

Note 45) 5.13 -

- -

496311.37 500050.00Surplus :

(125382.80)(124270.06) 8372.28

- - - - - - - 3200.00 - - 168.06

Net Surplus (124270.06) 1112.74770505.31 900410.38

NOTE-4 LONG-TERM BORROWINGSSECUREDNon Convertible Debentures 203000.00 203000.00

Term Loan 1. From Banks

- Foreign Currency Loans (Foot note 10)- Rupee Loans (Foot note 11)

2. From Financial Institutions - Rupee Loans (Foot note 12) 5543.10

Total (A) 3144743.13 2891476.93UNSECUREDTerm Loan

Foreign Currency Loans- From Foreign Banks (Foot note 13) 263.25 322.00- From Others 3308.21

Total (B) 2967.88 3630.21Total (A+B) 3147711.01 2895107.14

48)3092772.22 2556610.17

Foot Note:

(1) 12.00% Rede ` 10 Lacs each outstanding on 31st March 2015 ` 2500 Lacs (Previous Year 12.00% ` 10 Lacs each outstanding on 31st March 2014 `

46


` 10 Lacseach outstanding on 31st March 2015 ` 20000 Lacs (Previous Year

` 10 Lacseach outstanding on 31st March 2014 `

` 100 Lacs each oustanding on 31st March 2015 ` 10000 Lacs (Previous

` 100 Lacseach oustanding on 31st March 2014 `

Singal.



pari passu







and Sh. Neeraj Singal.

` 10 Lacs each outstanding on 31st March 2015 ` 30000 Lacs (Previous

` 10 Lacs each outstanding on 31st March 2014 ` 30000 Lacs).

proposal with the lenders.

` 10 Lacs each outstanding on 31st March 2015 `

` 10 Lacs each outstanding on 31st March 2014 `

pari passu

` 25036 Lacs (Previous Year`

`Lacs (Previous Year `

`Lacs (Previous Year `

` NIL (Previous Year `

pari passu inter-se, with

``

` ` 1305416

` `

` 660106 Lacs (Previous year `

Limited.



` 263 Lacs (Previous Year ` 322 Lacs)

Detail of Repayment and Rate of Interest


(` in Lacs)

1 year 2-3 Years Beyond 3 yearsTerm Loans 2840421

respective lenders.

upto 25 years.

respective lenders.

respective lenders.

years.

25 years.

upto 25 years.

(` in Lacs)

As at31.03.2015

As at31.03.2014

NOTE-5 DEFERRED TAX LIABILITY(NET)Deferred Tax LiabilityRelated to Fixed Assets

Total (A) 138933.41 138649.34Deferred Tax Assets

540.55 442.36Others

Total (B) 1526.22 1130.09Total (A-B) 137407.19 137519.25

NOTE-6 OTHER LONG-TERM LIABILITIES

1134.2063530.01 216163.10

48


(` in Lacs)As at

31.03.2015As at

31.03.2014NOTE-7 SHORT-TERM BORROWINGSSECURED

Cash Credit - Foreign Currency Loans (Foot note 1) 83660.33- Rupee Loans (Foot note 1) 666181.38

Term Loan From Banks

- 34450.00Total (A) 697751.69 613487.42

UNSECURED

Rupee Loan13645.00 13820.00

Foreign Currency Loans - From Indian Banks (Buyers Credit) -

Total (B) 62402.76 13820.00

Total (A+B) 760154.45 627307.42

Foot Note :

properties ranking pari passu

(2) Including Commercial Papers ` NIL (Previous Year `` NIL (previous year `

NOTE-8 TRADE PAYABLESMicro, Small and Medium EnterprisesOthers 234603.82

273914.63 235087.29

ParticularsPrincipal amount due and remaining unpaid - -

- -Interest Paid - -

- - - -

Interest accrued and remaining unpaid - - - -

NOTE-9 OTHER CURRENT LIABILITIES

- 48518.55

113.46

21.251.46

10408.53

172068.87 413798.61

`1.34 Lacs (Previous Year `

NOTE-10 SHORT TERM PROVISIONS2848.10 2023.35

- - 341.81

2848.10 4275.72


NOTE-11 FIXED ASSETS(` in Lacs)

DESCRIPTIONOF ASSETS

GROSS BLOCK NET BLOCK

Cost as at01.04.2014

AdditionDuring

the Year

-cardedDuring

the Year

Adjust-ment

Duringthe Year


As at01.04.2014

Duringthe Year

Written

Duringthe Year

Adjust-ment

Duringthe Year

Upto31.03.2015

As at31.03.2015

As at31.03.2014

Tangible Assets

Freehold Land - - - - - - -

Leasehold Land 18882.51 - - - - 211.21

Building 605030.46 - - - 635835.18

Railway Siding - - - - -

3164.51

Fixtures1885.16 - 262.85 -

Vehicles 4548.58 53.64 2354.45

566.01 - - 538.52 540.38

Tangible Assets Total (A)

2606724.12 1023751.52 98095.88 629253.55 4161633.31 419588.47 93528.96 3218.15 4583.60 505315.68 3656317.63 2187135.65

IntangibleAssets

1.80 - - - -

Assets Not Owned - - 5824.44 - - 5824.44 - -

IntangibleAssets Total (B)

4775.85 1798.39 - - 6574.24 4685.45 1849.76 - - 6535.21 39.03 90.40

TOTAL (A+B) 2611499.97 1025549.91 98095.88 629253.55 4168207.55 424273.92 95378.72 3218.15 4583.60 511850.89 3656356.66 2187226.05

Previous Year

Capital Work in Progress[Includes Pre-operative expenses]

251184.10 1631826.20

GRAND TOTAL 3907540.76 3819052.25

Notes:

` `1314.50 Lacs) charged to Capital Work In Progress.

` `` 4583.60 Lacs (Previous Year `

(` in Lacs)As at 31.03.2015 As at 31.03.2014

NOTE-12 NON-CURRENT INVESTMENTS(Long-Term, Fully Paid Up)In Equity SharesNon Trade, QuotedTata Steel Ltd.

` 58.08 58.0858.08 58.08

UNQUOTEDBhushan Buildwell Pvt. Ltd.

`

` 0.25 0.25 0.74 0.74

Trade, Unquoted

In AssociatesBhushan Energy Limited

` 35000.00 35000.00

`Paid up @ `

1000.00 1000.00

1000.00 - - 1000.00

Jawahar Credit & Holdings Private Limited `

Bhushan Capital & Credit Services Private Limited`

50


(` in Lacs)As at 31.03.2015 As at 31.03.2014

In Joint VenturesAndal East Coal Company Pvt. Ltd.

` 145.50 145.50

In SubsidiariesBhushan Steel (Australia) Pty Ltd.

Per Share24441.85

Bhushan Steel Madhya Bharat Limited` 5.00 5.00

Bhushan Steel (Orissa) Limited` 5.00 5.00

Bhushan Steel (South) Limited` 5.00 5.00

In OthersBhushan Steel Bengal Limited

` 5.00 5.0062265.33 62324.15

61546.79 62324.15

Aggregate Value of

Quoted Investments 58.08 58.08

- -

NOTE-13 LONG-TERM LOANS AND ADVANCES(Unsecured, considered good)Capital Advances

13184.88 10633.22520.50

Loans to Employees 216.4180605.55 80605.55

Advance Tax (Net) 1630.632118.46

152623.76 179393.60

NOTE-14 OTHER NON CURRENT ASSETSNon Current Fixed Deposits

- 2459.23 -

NOTE-15 INVENTORIES

Raw MaterialRaw Material In Transit

6563.48Work-in-ProgressWork-in-Progress In Transit 14016.52StoresOther

732123.31 648024.92

51


(` in Lacs)As at 31.03.2015 As at 31.03.2014

NOTE-16 TRADE RECEIVABLES(Unsecured )More than Six Months

1301.444143.631301.44

239828.55 246444.92

NOTE-17 CASH AND BANK BALANCES(A) Cash and Cash EquivalantsBalances with Banks

- In Current Account13.46

35.52 500.00 Cash on Hand 88.44(B) Others

44.15 684.3511143.44

- 8684.21 8295.96

not due )` evious Year `

NOTE-18 SHORT-TERM LOANS & ADVANCES(Unsecured, considered good)

112.48Loans to Employees

44.62

84558.36 102208.35123521.72 142442.58

NOTE-19 OTHER CURRENT ASSETS -

- 62423.92 96.04

(` in Lacs)Year Ended 31.03.2015 Year Ended 31.03.2014

NOTE-20 REVENUE FROM OPERATIONSales of Products Other operating RevenuesOther SaleExport Incentives

1173501.72 1060042.90PARTICULARS OF SALE OF PRODUCTS

81218.58

High Tensile Steel Strapings 4801.44BilletsFormed SectionOthersExport Incentives

1173501.72 1060042.90

52


(` in Lacs)Year Ended 31.03.2015 Year Ended 31.03.2014

NOTE-21 OTHER INCOME

-From Short-Term Investments - 305.40 465.03

-From Others 801.52 2244.48

-From Long Term, Non Trade Investments 1.38

-From Current Investments - -

61.04 1350.71 2911.20

` ` ` `

` 0.50 Lacs (Previous Year `

NOTE-22 COST OF RAW MATERIAL CONSUMED

568467.91 518939.33PARTICULARS OF MATERIALS CONSUMED

166011.83

Coal

Zinc and Alloys 51313.51Paints 11504.66

570940.93 522933.51

NOTE-23 PURCHASE OF GOODS TRADED 4831.81

4831.81 3905.20

NOTE-24 CHANGE IN INVENTORIES OF FINISHED GOODS , WORK-IN-PROGRESS AND STOCK IN TRADEInventories (at Close)

Work-in-Progress Others

116454.93 138221.43Inventories (at Beginning)

Work-in-Progress Others 4336.33

138221.43 136083.4121766.50 (2138.02)

DETAIL OF FINISHED GOODS

12432.44 12432.44

5482.62

High Tensile Steel Strapings 413.44 180.43Billets 464.60Formed Sections 3.88

67823.00 52651.75 52651.75 72177.78

53


(` in Lacs)Year Ended

31.03.2015Year Ended

31.03.2014NOTE-25 EMPLOYEE BENEFITS EXPENSE

33011.221011.38 440.05

34421.78 29094.9710242.26

25752.89 18852.71

NOTE-26 FINANCE COSTSInterest ExpensesInterest Paid on Income Tax - Other Financial Cost

8313.13465245.19 340358.99

215842.62249402.57 166329.59

NOTE-27 OTHER EXPENSESStores Consumed

Packing Material Consumed 4380.83124261.83

- Buildings 303.51Exchange Fluctuation (Net) 3022.04

3644.04Administrative Expenses 43626.18

RentInsurance 2468.11Auditors' Remuneration 160.25 160.25

50208.35Commission to Selling Agents 503.58

- 48.31123.23

249647.72 204503.00

23286.61226361.11 158675.86

NOTE-28 EXCEPTIONAL ITEMS1000.00 -

(Long term, Trade, in associate)

1000.00 -

54


(` in Lacs)

CurrentYear

PreviousYear

NOTE - 291. Contingent Liabilities in

respect of :a) Sales Tax 36455.50 20626.34

34455.01 33524.86c) Entry Tax 26506.22d) Income Tax 6115.58e) 10806.35 14413.38

Othersg)

Shares

-

2. Capital Commitment

` 83322.86 Lacs (Previous Year`

3. Other Commitment`

(Previous Year `

Railway Limited, an associate company ̀Year `

NOTE – 30

in accordance with the guiding principle as enunciated in Accounting

NOTE – 31

` ` 333 per share which were partly paid-up ` `

share capital and `

shareholders.

The Company has during ` `share capital and `

Call Money. The new allotted shares rank pari passu in all respect with

``

`

``

`

``

``

``

`

``

`

respectively.

``

``

`

`

``

`

`

``

`

`

` `

`

` `

` 3508.425 (Previous Year`

55


Bhushan Steel Madhya Bharat Ltd.

Bhushan Steel (South) Ltd.

Bhushan Steel (Australia) PTY Ltd.

- Bowen Energy PTY Ltd., Australia

Resources (Australia) PTY Ltd.

- Kondor Holdings PTY Ltd.

- Bowen Coal PTY Ltd.

- Bowen Consolidated PTY Ltd.

b) Joint Venture

Andal East Coal Company Pvt. Ltd.

c) Associates

Angul Sukinda Railway Ltd.

Bhushan Energy Ltd.

d) Key Management Personnel

e) Relatives of Key Management Personnel

Brij Bhushan Singal (HUF)

f) Enterprises over which Key Management Personnel are

Bhushan Aviation Ltd.

g) Enterprises over which relatives of Key Management

Arshiya International Ltd.

``

`

``

`

``

`

NOTE – 32`

` 1540.00 Lacs plus interest. Angul Sukinda Railway

` 1000.00 Lacs (Previous Year ` Nil) during the year.

NOTE – 33The Company has during the year commissioned Basic Oxygen Furnaces,

NOTE – 34

(` in Lacs)Particulars Current

YearPrevious

YearAudit Fees 110.00 110.00Tax Audit Fees 20.50 20.50

15.00 15.00Other Services

160.25 160.25

NOTE – 35As per Accounting Standard (AS)-18, the disclosure of transaction

given below:

(I) List of related parties where control exists and related parties

a) Subsidiary companies

Bhushan Steel (Orissa) Ltd.

56


(II) Transactions Carried out with related parties referred in (I) above, in ordinary course of business:(` in Lacs)

PARTICULARS SubsidiaryCompanies

JointVenture

Associates KeyManagement

Personnel (KMP)

Relativesof

KMP

Enterprisesover which

KMP & their relatives

have

GrandTotal

Remuneration and Perks Current Year - - - 410.02 68.60 -Previous Year - - - 358.63 -Current Year - - - - 8.60 - 8.60Previous Year - - - - -

Investments in Share

Money

Current Year 223.36 25.00 - - - - 248.36Previous Year 2088.10 46.50 24500.00 - - - 26634.60

shares under investmentCurrent Year - - - - - - -Previous Year 5150.00 - - - - - 5150.00

Application Money PendingAllotment

Current Year - - - 5542.02 2133.00Previous Year - - - 52664.55

Share CapitalCurrent Year - - - - - - -Previous Year - - 30000.00 6800.01 2100.00 50800.02Current Year - - 36115.80 - - 1512.00Previous Year - - - - 5040.12Current Year - - - - -Previous Year - - 2650.28 - - - 2650.28Current Year - - - - -Previous Year - - - - - - -

InvestmentCurrent Year - - 1000.00 - - - 1000.00Previous Year - - - - - - -

Rent Received Current Year - - - - - - -Previous Year - - - - -

OUTSTANDINGSCurrent Year - - - - - - -Previous Year - - - - -Current Year - - 425.25 - 616.83Previous Year - - 21.25 - -Current Year - - - - -Previous Year us - - - - - - -

InvestmentCurrent Year - - 1000.00 - - - 1000.00Previous YearYear - - - - - - -

Share Application Money Pending Allotment

Current Year - 520.50 - - - - 520.50Previous Year - - - - -

Disclosure in Respect of Material Related Party Transactions during the year :` 144.66 Lacs (Pre. Year ̀ 143.25 Lacs), Shri P.K.Aggarwal ̀ `

Lacs), Shri Nittin Johari ̀ 114.40 Lacs (Pre. Year ̀ ` ` `68.60Lacs (Pre. Year `

` 8.60 Lacs (Pre. Year `` 223.36 Lacs (Pre. Year ` 2088.10 Lacs), Andal

East Coal Company Pvt. Ltd. `25.00 Lacs (Pre. Year ` 46.50 Lacs ) and Bhushan Energy Ltd. ` Nil (Pre. Year ` 24500.00 Lacs).` Nil (Pre. Year `2150.00 Lacs) and Bhushan Steel (South)

Ltd. ` Nil (Pre. Year ` 3000.00 Lacs).`Nil (Pre. Year. ` `Nil (Pre. Year ` 6818.16 Lacs),

Smt. Ritu Singal `Nil (Pre. Year ` `Nil (Pre. Year ` `Nil (Pre Year ` ` ` 13200.00 Lacs), Shri Neeraj Singal ` 5542.02 Lacs (Pre. Year ` ` 2133.00 Lacs (Pre. Year ` Nil).

` Nil (Pre. Year ` 30000.00 Lacs), Shri Neeraj Singal ` Nil (pre. Year` ` Nil (Pre. Year ` ` Nil (Pre. Year ` 2100.00 Lacs).

`Nil (Pre. Year `3528.12 Lacs), Bhushan Energy Ltd. ` 36115.80 Lacs (Pre. Year` ` 1512.00 Lacs (Pre.Year ` 1512.00 Lacs ).


` `2650.28 Lacs).` ` Nil).

` 1000.00 Lacs (Pre. Year ` Nil).` Nil (Pre. Year `

NOTE – 36

(` in Lacs)

Current Year Previous YearEQUITY AND LIABILITIESShareholders’ FundsShare Capital 33.00 33.00

103.15Share Application Money Pending Allotment 520.50Non- Current LiabilitiesLong-Term Borrowings - -

- -- -

Long-Term Provisions 1.51 1.64Current LiabilitiesShort-Term Borrowings - -

1.62

Short-Term Provisions - 0.10TOTAL 749.79 727.88

ASSETSNon-Current AssetsFixed Assets

1.11 1.40- -

Capital Work in ProgressNon-Current Investments - -Long-Term Loans and Advances - 0.01Other Non-Current Assets - -Current AssetsCurrent Investments - -Inventories - -

- -0.11

Short-Term Loans and Advances 153.33 144.20Other Current Assets - -

TOTAL 749.79 727.88INCOME

- -Other Income - -TOTAL REVENUE - -EXPENSES

- -- -- -- -

Finance Costs - -- -

Other Expenses 2.20 0.10Total Expenses 2.20 0.10

(2.20) (0.10)Tax Expense - -

(2.20) (0.10)Capital Commitment -

-

58


NOTE – 37

Statement for the year ended June’13, following notes have been given involving material items:

NOTE – 38

(` in Lacs)

Current Year Previous YearWithin IndiaOutside India 153641.20

Total 1168715.70 1052088.55

Within India 226021.44Outside India

Total 239828.55 246444.92

NOTE – 39

NOTE - 40Pre-operative Expenses

Opening Balance

1314.50215842.62 231413.30

684102.87 574803.48

683785.15 574384.27

4583.60 624566.65TOTAL 59218.50 434765.88


NOTE – 41

Current Year Previous YearEarning Per Share(i) Weighted Average No. of Equity Shares

225251633(ii) Equity Shares for Calculating Diluted Earning per Share

225251633` in Lacs)

(125382.80)

(iv) Earning Per Share (`) - Basic (55.84) 2.23

(55.84) 2.23

NOTE – 42Detail of Misc. Income

(` in Lacs)S.No. Particulars Current Year Previous Year1. Insurance Claim Received 44.022. Rent Received 10.683. - 0.444. Miscellaneous Receipts 0.63 86.12

61.04 141.67

NOTE – 43

` `

NOTE – 44

monetary items.

NOTE – 45

` ``

NOTE – 46

`

`

NOTE –47

`` 13546.46 Lacs and Advances given ̀ `

NOTE – 48

60


NOTE – 49

NOTE – 50

NOTE – 51

` 100012.50 Lacs including sales tax.

(` in Lacs)

S. No. Particulars Amount

(a)

(i) Not later than one year 18000.00

N.A.

(c)minimum lease payments and contingent rents.

213.10

(d) N.A.

(e)

N.A.

N.A.

Note:

` 213.10 Lacs as lease rent.

61


NOTE – 52DERIVATIVES

Current Year Previous YearUS$ equivalent

(Lacs)INR equivalent

(Lacs)US$ equivalent

(Lacs)INR equivalent

(Lacs)a) Amount receivable in Foreign Currency on Account of

b) Amount payable in Foreign Currency on Account ofAcceptances 343.03

3260.58 204082.38

16465.33

NOTE – 53

(` in Lacs)

Current Year Previous Yeara)

i) Employee State Insuranceii) 0.11 0.13

(` in Lacs)

Compensated AbsenceEmployee Gratuity Fund

Current Year Previous Year Current Year Previous Yeari) Actuarial Assumptions

8% 8.5% 8% 8.5%5% 5% 5% 5%

- - 8% 8%

(years)25 26 25 26

ii) Change in the obligation during the year ended 31st March, 2015

1311.56 2380.04- - - -

Interest cost 202.31 Past Service cost - - - -

Current service cost 312.80 412.61 353.60Curtailment cost - - - -Settlement cost - - - -

(201.24) (160.53)115.66

2380.04

62


(` in Lacs)


Current Year Previous Year Current Year Previous Yeariii) Change in fair value of Plan Assets

- - 1643.00Expected return on Plan Assets - - 136.50 131.44

- - - -- - (160.53)- - (1.80) 8.22- - 1680.36

obligation and Fair value of Plan Assets2380.04

- - 1680.36Funded Status

2015- - - -

- - - -

Sheet

Current service cost 312.80 412.61 353.60Past Service cost - - - -Interest cost 202.31Expected return on Plan Assets - - (136.50) (131.44)Curtailment cost - - - -Settlement cost - - - -

Pre-Operative expenses 245.18

(` in Lacs)

Current Year Previous YearNOTE – 54Value of Import on C.I.F. Basis- Raw Material

62583.4613553.51

NOTE – 55

Expenditure in Foreign Currency- Travelling- Sales Commission 363.35

334.44 46.02- Technical Consultancy

36555.45-

- Legal Expenses 23.23 106.523.24

4.31 5.40- Royalty - 281.14- Insurance -

NOTE – 56Earnings in Foreign Exchange

153641.20

63


(` in Lacs)

Current Year Previous YearValue

(` in lacs)%age Value

(` in lacs)%age

NOTE – 57

Raw Material:Imported 136312.80

Indigenous 63.24100.00 100.00

Imported 23.32 26.46Indigenous 24231.48

100.00 100.00

NOTE – 58Remittance in foreign currency on account of Dividend

Current Year Previous Year

USD INR USD INR

(a) 2514581360

(c) (i) 130 130(a) 2282680

130 8000 130 8000(ii) Tax deducted at source - - - -(iii) Year to which dividend relates 2013-2014 2012-2013

NOTE – 59



R. K. MEHRAPARTNER



NEERAJ SINGAL

PANKAJ KUMAR

(ACCOUNTS)


SECRETARY

64


INDEPENDENT AUDITORS’ REPORT

ToThe Members of Bhushan Steel Limited

Report on the Consolidated Financial Statements

BHUSHAN STEEL LIMITED

Management’s Responsibility for the Consolidated Financial Statements

its Associates and Jointly controlled entities in accordance with the accounting principles generally accepted in India, including the Accounting

Auditor’s Responsibility

T

holding company in the de-allocated coal blocks amounting to `Lacs (including expenditure incurred `given ` `share capital in the associated company whose coal blocks have been

borrowing cost and other incidental expenditure, relating to de-allocated

by the holding company and its associate in the de-allocated coal blocks

Emphasis of Matter

Other Matters

``

to `

65

`` `` ` `

Limited valued at `

`

Report on Other Legal and Regulatory Requirements

applicable, that:

dealt with by this Report are in agreement with the relevant



66


A N N E X U R E

(Referred to in paragraph 1 of our report of even date)

inventories, no material discrepancies were noticed on such

us, the company has not granted any loans, secured or unsecured

a) The group has generally been regular in depositing undisputed

applicable to it with the appropriate authorities and there were

cess aggregating `appropriate authorities are as under:


Period to which the amount pertains Amount(` In Lacs)


The Central Excise Act,

Commissioner Excise Appeals Zone IICustom

Finance Act,

Provisions)

Income Tax(Appeals)

various states Tax


Trade Tax TribunalCommissioner Commercial (Appeal)Joint Commissioner (Appeal)

Central


Additional Commissioner (Appeal)Uttar Pradesh Tax on Entry Tax

2004-05Additional Commissioner (Appeal)

Odisha Entry Tax Entry Tax

(Appeal) Cuttack

Concession Rules, 2004Royalty -

to Investor Education and Protection Fund in accordance with

accumulated losses, but group has incurred cash loss during the



68


CONSOLIDATED BALANCE SHEET

(` in Lacs)NOTE As at

31.03.2015As at

31.03.2014EQUITY AND LIABILITIESShareholders' Funds

2

788613.57 916158.43Share Application Money Pending Allotment - - Minority Interest 3297.07 3331.01Non-Current Liabilities

45

Other Long Term Liabilities 6Long-Term Provisions

3294161.21 2910822.48Current Liabilities

8Trade PayablesOther Current Liabilities 10

111209109.81 1280698.18

Total 5295181.66 5111010.10ASSETSNon-Current AssetsFixed Assets 12Tangible AssetsIntangible AssetsCapital Work in Progress

3935109.95 3846627.36Non-Current InvestmentsLong-Term Loans and Advances 14Other Non-Current Assets 15 -

193173.66 218644.07

Current AssetsCurrent Investments 16InventoriesTrade Receivables 18

20Other Current Assets 21

1166898.05 1045738.67Total 5295181.66 5111010.10

Other Notes on Financial Statements1


For MEHROTRA & MEHROTRAChartered Accountants

R. K. MEHRAPARTNER


B. B. SINGAL NEERAJ SINGAL

PANKAJ KUMAR NITTIN JOHARI O. P. DAVRA

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

(` in Lacs)NOTE Year Ended 31.03.2015 Year Ended 31.03.2014

INCOME

22

Other Income

TOTAL REVENUE 1065761.14 970495.32

EXPENSES

24

25

26

Finance Costs 28

Other Expenses

Total Expenses 1190582.95 961328.22

-nary item and Tax

Exceptional Items -

(125821.81) 9167.10

Tax Expense

- Current Tax -

-

for Share of Associates & Minorty Interest)(125709.82) 5829.56

subsidiaries-

for Share of Associates & Minorty Interest)(125676.60) 5914.37

`)

`)

`)

1

Other Notes on Financial Statements



R. K. MEHRAPARTNER





CONSOLIDATED CASH FLOW STATEMENT

(` in Lacs)


(A) CASH FLOW FROM OPERATING ACTIVITIES (125821.81) 9167.10

-Finance Costs

Interest Income ( Others)-


Changes218906.75 283307.69

LiabilitiesCash Flow from Operating Activities 217327.50 238104.43

Activities (A)217203.38 230336.59

(B) CASH FLOW FROM INVESTING ACTIVITIES

-

-

Interest Income

Net Cash Used In Investing Activities (B) (140223.08) (482220.10)

(` in Lacs)


(C) CASH FLOW FROM FINANCING ACTIVITIES

Finance Costs


-sidiaries

Activities (C)(76649.60) 243983.48

Equivalents (A+B+C)330.70 (7900.03)

Note:-

` `



R. K. MEHRAPARTNER





NOTE - 1 SIGNIFICANT ACCOUNTING POLICIES

A) PRINCIPLES OF CONSOLIDATION

basis:

intra-group balances and intra-group transactions and unrealized

revenue items are consolidated at the exchange rate prevailing at

reported using the exchange rates that existed when the values

All assets and liabilities are converted at the rates prevailing at the

the dates on which the investments in the subsidiaries are made,

other events in similar circumstances and are presented in the same

Name of the Company Country of Incorporation

% age of Voting Power either directly or through Subsidiaries as at

31st March, 2015IndiaIndiaIndia

AustraliaAustraliaAustraliaAustraliaAustraliaAustralia


Proportion of Ownerships Interest

India


Proportion of Ownerships Interest

IndiaIndia

India

V) FIXED ASSETS

Capital expenditure on assets not owned by the company with exclusive

VI) ASSETS IN THE COURSE OF CONSTRUCTION

VII) INTANGIBLE ASSETS

VIII) IMPAIRMENT OF ASSETS

IX) DEPRECIATION

been determine below:-

S. No.

Description of Plant Life Span in Years

12

Coke Ovens456

8

10 20

(b) The Associate Companies not considered in the Consolidated

Name of the Company

Country of Incorporation

Proportion of Ownerships

Interest

share capitalIndia

agreement

`

`

in its opinion is premature, illegal and arbitrary and has advised

` ` Nil)

venture companies used in the consolidation are drawn up to the

B) Investments other than in Subsidiaries, Joint Venture and Associates have been accounted as per Accounting Standard (AS)-13, on “Accounting for Investments”.

C) OTHER SIGNIFICANT ACCOUNTING POLICIES:

I) PRESENTATION OF FINANCIAL STATEMENTS

II) BASIS OF PREPARATION

III) USE OF ESTIMATES

Revenue is recognized when it can be realibly measured and when all


X) INVENTORIES

Finished goods and work-in-progress are valued at raw material cost

overhead incurred in bringing inventories to its present location and

XI) INVESTMENTS

XII) FOREIGN EXCHANGE TRANSACTIONS

XIII) BORROWING COST

XV) CLAIMS

XVI) EMPLOYEE BENEFITS

in accordance with the statute, and are recognized as an expense when

are made in accordance with the statute, and are recognized as an expense when employees have rendered services entitling them to the

obligations recognized in the balance sheet represent the present value

XVII) TAX EXPENSE

or otherwise, provision is made when the said liabilities are accepted by

XVIII) LEASES(a) Lease Payment made on operating lease has been recognized as on

payments

XIX) DERIVATIVE FINANCIAL INSTRUMENTS

XX) PROVISION AND CONTINGENT LIABILITY

XXI) CONTINGENCIES AND COMMITMENTS

NOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS

(` in Lacs)

As at31.03.2015

As at31.03.2014

NOTE -2 SHARE CAPITAL

Authorised

`

`

27500.00 22500.00

Issued

`

`

èach -

èach -

`

èach -

17633.27 14984.28

Subscribed

`

`

`

èach -

èach -

`

èach -

17551.47 14902.48

Paid Up

`

`

`

èach -

èach -

`

èach -

17551.47 14902.48


Detail of Shareholders holding more than 5% shares :

Name of Shareholders As at 31.03.2015 As at 31.03.2014No of Shares % Held No of Shares % Held

(A) Eqiuty Shareholders

(B) Preference Shareholders

- - 548810 840000

Reconciliation of number of shares outstanding is set out below:

Particulars As at 31.03.2015 As at 31.03.2014

No of Shares Amount(` in Lacs)

No of Shares Amount(` in Lacs)

(A) Equity Shares

- - -

- -

(B) Preference Shares(Non Convertible Cumulative Reddemable Preference Shares)

10% Preference Shares

- -


- - - -

- -


400000 400000

- - - -

400000 - -

- - 400000


1400000 - -

2085000 1400000

- - - -

1400000


- - - -

- -

- - - -

- -

(` in Lacs)As at

31.03.2015As at

31.03.2014NOTE-3 RESERVES & SURPLUSCapital Redemption Reserve:

- -

693.34 693.34 Capital Reserve:

25222.98 24947.86Debenture Redemption Reserve :

-

- - 44762.50 44762.50

Special Reserve : - - - - - -

Foreign Currency Translation Reserve:

- - (72.93) (72.93)

Securities Premium Reserve:

-

329731.94 330785.68General Reserve:

- - -

- - -

496311.37 500050.00Surplus:

Less: Appropriations : - - - - - - - - -

Net Surplus (125587.10) 89.50771062.10 901255.95


(` in Lacs)

As at31.03.2015

As at31.03.2014

NOTE-4 LONG TERM BORROWINGSSECURED

Term Loan

- Foreign Currency Loans (Foot note 10) - Rupee Loans (Foot note 11)

- Rupee Loans (Foot note 12)Total (A) 3144743.13 2891476.93

UNSECUREDTerm Loan

Foreign Currency loans

- From OthersTotal (B) 2967.88 3630.21

Total (A+B) 3147711.01 2895107.14

3092772.22 2556610.17

Foot Note:

` 10 Lacs`

` 10 Lacs`

` 10 Lacs`

` 10 Lacs` 20000 Lacs) are redeemable

` 100 ` 10000 Lacs (Previous

` 100 Lacs` 10000 Lacs) (subordinate

` 10 Lacs`

` 10 Lacs`

` 10 Lacs`

` 10 Lacs` 10500 Lacs) are redeemable

` 10 Lacs`

` 10 Lacs`

` 10 Lacs`

` 10 Lacs`

` 10 `

` `

` 10 `

` `

``

``

``

``

` `

` `

` `

` 660106 Lacs(Previous year `


``

` `

Detail of Repayment and Rate of Interest

Rate of Interest: All rupee term loans are linked to the benchmark

(` in Lacs)

1 year 2-3 Years Beyond 3 yearsTerm Loans 2840421

(16) Foreign

considered as per the bilateral structuring proposal with the respective

80


(` in Lacs)

As at31.03.2015

As at31.03.2014

NOTE-5 DEFERRED TAX LIABILITIES (Net)Deferred Tax LiabilityRelated to Fixed Assets

Total (A) 138933.41 138649.31Deferred Tax Assets

OtherTotal (B) 1526.22 1130.09

Total (A-B) 137407.19 137519.22

NOTE-6 OTHER LONG TERM LIABILITIES

63980.29 216691.45

NOTE-7 LONG TERM PROVISIONS

1.51 1.64

NOTE-8 SHORT TERM BORROWINGSECURED

Cash Credit- Foreign Currency Loans ( Foot note 1)- Rupee Loans ( Foot note 1)

Term Loan

- Total (A) 697751.69 613487.42

UNSECURED

Rupee Loan

Foreign Currency Loans-

Total (B) 62402.76 13820.00Total (A+B) 760154.45 627307.42

Foot Note :

(2) Including Commercial Papers ` `` NIL(previous year `

81

(` in Lacs)

As at31.03.2015

As at31.03.2014

NOTE-9 TRADE PAYABLES

Others273939.11 235225.49

-mation with the company is as under:ParticularsPrincipal amount due and remaining unpaid - -

Interest due on above and the unpaid interest - -Interest Paid - -Payment made beyond the appointed day during the year - -

- -Interest accrued and remaining unpaid - -

- -

NOTE-10 OTHER CURRENT LIABILITIES

- Interest Accrued but not due on borrowings

Other Payables172168.15 413889.45

` `

NOTE-11 SHORT TERM PROVISIONS

- -

2848.10 4275.82

82


NOTE-12 FIXED ASSETS(` in lacs)

DESCRIPTIONOF ASSETS

GROSS BLOCK NET BLOCK


AdditionDuring

the Year

-cardedDuring

the Year

-ment

Duringthe Year


As at01.04.2014

Duringthe Year

Written

Duringthe Year

-ment

Duringthe Year

Upto31.03.2015

As at31.03.2015

As at31.03.2014

Tangible Assets

Freehold Land - - - - - - -

Leasehold Land - - - -

-

- - - - -

Fixtures - -

Vehicles

Tangible Assets Total (A)

2607095.27 1023751.52 98443.71 629253.55 4161656.63 419611.13 93538.55 3247.53 4583.60 505318.55 3656338.08 2187484.14

IntangibleAssets

-ware

- - - -

Assets Not Ownedby Company

- - - - - -

IntangibleAssets Total (B)

4775.85 1798.39 - - 6574.24 4685.45 1849.76 - - 6535.21 39.03 90.40

TOTAL (A+B) 2611871.12 1025549.91 98443.71 629253.55 4168230.87 424296.58 95388.31 3247.53 4583.60 511853.76 3656377.11 2187574.54

Capital Work in Progress

GRAND TOTAL 3935109.95 3846627.36

Notes:

` `

` `` `

(` in Lacs)As at 31.03.2015 As at 31.03.2014

NOTE-13 NON CURRENT INVESTMENT(Long-Term, Fully Paid Up)In Equity SharesNon Trade, QuotedTata Steel Ltd.

`

58.29 58.29In Equity SharesUnquotedBhushan Buildwell Pvt. Ltd.

`

`

0.74 0.74

(` in Lacs)As at 31.03.2015 As at 31.03.2014

TRADEUNQUOTEDIn AssociatesBhushan Energy Limited

`

`

35360.58 35353.05

`Paid up @ `

- - 1000.00

Jawahar Credit & Holdings Private Limited`

`

938.49 939.94 Bhushan Capital & Credit Services Private Limited

`

`

37237.33 38233.02In OthersBhushan Steel Bengal Ltd.

`

5.00 5.00

37301.36 38297.05Aggregate Value ofQuoted Investment

- -

NOTE-14 LONG TERM LOANS AND ADVANCES

(Unsecured, considered good)

Loans to Employees

Advance Tax (Net)

153413.07 180347.02

NOTE-15 OTHER NON CURRENT ASSETS

Non Current Fixed Deposits -

2459.23 -

84


(` in Lacs)

As at 31.03.2015 As at 31.03.2014

NOTE-16 CURRENT INVESTMENTSQUOTED (FULLY PAID)Vector Resources Ltd.

2.06 9.46

Aggregate Value ofValue

Quoted Investment

NOTE-17 INVENTORIES

Work-in-ProgressWork-in-Progress In Transit

Others732123.31 648024.92

NOTE-18 TRADE RECEIVABLES(Unsecured )

6818.95 4143.63Less: Provision

5257.02 2842.19

239828.55 246444.92

NOTE-19 CASH AND BANK BALANCESCash and Cash Equivalants

- In Current Account

Others

11288.33 8498.40 -

8829.10 8498.40

` `

85

(` in Lacs)

As at 31.03.2015 As at 31.03.2014NOTE-20 SHORT TERM LOANS AND ADVANCES(Unsecured, considered good)Loans to Employees

123691.11 142664.93

NOTE-21 OTHER CURRENT ASSETS

-

-

62423.92 96.04

86


(` in Lacs)

Year ended at 31.03.2015 Year ended 31.03.2014

NOTE-22 REVENUE FROM OPERATION

Other Operating Revenue

Export Incentives

1173501.72 1060042.90

PARTICULARS OF SALE OF PRODUCTS

Precesion Tubes

Others

Export Incentives

1173501.72 1060042.90

NOTE-23 OTHER INCOME

-

-

-From Others

-From Long Term Non - Trade Investments

-

1184.07 2912.01

` ` ` `

` `

NOTE-24 COST OF RAW MATERIAL CONSUMED

568467.91 518939.33PARTICULARS OF MATERIALS CONSUMED

Coal

Zinc and AlloysPaints

570940.93 522933.51

NOTE-25 COST OF PURCHASE GOODS TRADED

4831.81 3905.20

(` in Lacs)

Year ended at 31.03.2015 Year ended 31.03.2014

NOTE-26 CHANGE IN INVENTORIES OF FINISHED GOODS, WORK- IN -PROGRESS AND STOCK IN TRADE

Inventories (at close)

Work-in-Progress

Others

116454.93 138221.43

Inventories (at beginning)

Work-in-Progress

Others

138221.43 136083.41

21766.50 (2138.02)

DETAIL OF FINISHED GOODS

Precision Tubes

67823.00 52651.75 52651.75 72177.78

NOTE NO- 27 EMPLOYEE BENEFITS EXPENSE

34439.62 29110.85-

erative Expenses25752.89 18852.71

NOTE-28 FINANCE COSTSInterest ExpensesInterest Paid on Income Tax -Other Financial Cost

465238.96 340367.86

Run249402.61 166329.72

88


(` in Lacs)

Year ended at 31.03.2015 Year ended 31.03.2014NOTE-29 OTHER EXPENSE

Exchange Fluctuation (Net)

Administrative Expenses

RentInsuranceAuditors' Remuneration

-

- -

249905.57 205081.32

226521.38 159042.87

NOTE-30 EXCEPTIONAL ITEMS -

(Long term, Trade, in associate)

1000.00 -

NOTE : 32

provision in accordance with the guiding principle as enunciated in

NOTE : 33

` `` `

share capital and `

` `share capital and `

``

`

(` in Lacs)

CurrentYear

PreviousYear

NOTE-311. Contingent Liabilities in respect of :

(c) Entry Tax(d) Income Tax

on Cumulative Redeemable

-

2. Capital Commitment

``

3. Other Commitmenta) Outstanding guarantees issued by the banks `

`

Limited, an associate company ``

``

`

``

``

``

`

``

`

``

``

`

`

``

`

`

``

`

`

` `

shares are redeemable at a price that shall give aggregate yield to the

`

` `

``

``

`

``

`

``

`

NOTE – 34`

`

in its opinion is premature, illegal and arbitrary and has advised

` ` Nil)

NOTE – 35

NOTE – 36

NOTE – 37

(` in Lacs)

Particulars Current Year Previous YearAudit FeesTax Audit Fees 20.50

166.54 189.65

NOTE : 38


In Notes to Accounts on the Consolidated Financial Statements

Financial Statement for the year ended June’13, following notes have been given involving material items:

its various mines which are still not operational, however, in accordance with generally accepted accounting principles in India, the same has been

NOTE-39

As Per Accounting Standard (AS)-18, the disclosure of transaction

given below:

(I) List of related parties where control exists and related parties

a) Associates

b) Key Management Personnel

c) Relatives of Key Management Personnel

d) Enterprises over which Key Management Personnel are

e) Enterprises over which relatives of Key Management

(II) Transactions Carried out with related parties referred in (I) above, in ordinary course of business:

(` in Lacs)PARTICULARS Associates Key

ManagementPersonnel

(KMP)

Relativesof

KMP

Enterprises over which KMP & their relatives

GrandTotal

Remuneration and Perks - -- -- - -- - -- - - - -

- - ---

Capital- - - - -

- -- -- - -- - -- - -

- - - - -

Investment- - -

- - - - -Rent Received - - - - -

- - -OutstandingReceivable - - - - -

- - -Payable -

- -- - -

- - - - -

Investment- - -

- - - - -

Disclosure in Respect of Material Related Party Transaction during the year :` ` `

` ` ` ` `` `

` `` `

` ` ` `` ` ` `

` ` ` `` ` ` `

` ` ` `` ` ` `

` ` `` ` `

` `` `

` `` `


NOTE – 40

(` in Lacs)

Current Year Previous YearWithin IndiaOutside India

Total

Within India

Outside India

Total 239828.55 246444.92

NOTE – 41

NOTE – 42Pre-operative Expenses

Add: Pre-operative Expenses

691573.99 582156.34Less : Interest earned during construction period

- -691255.70 581736.65

Less: Capitalised

TOTAL 66689.05 442118.26

NOTE – 43Current Year Previous Year

Earning Per Share(i) Weighted Average No. of Equity Shares

(ii) Equity Shares for Calculating Diluted Earning per Share

` in Lacs)

(iv) Earning Per Share (`)

NOTE – 44

` `

NOTE – 45Detail of Miscellaneous Income

(` In Lacs)S. No. Particulars Current Year Previous Year

1 Insurance Claim Received2 Rent Received

Recovered-

461.04 142.48

NOTE – 46

depreciable assets and in other cases to amortise over the balance period

NOTE – 47

``

`

NOTE – 48

`

`

NOTE – 49

in the de-allocated coal blocks amounting to `` `

Lacs) and `

NOTE – 50

NOTE – 51

term viability and have structured the debt in accordance with extant

long term borrowings maturity period in accordance with the scheme

NOTE – 52

NOTE – 53

`

Lease Payment made on operating lease has been recognized as an

S.No.

Particulars Amount(` In Lacs)

(a)

(i) Not later than one year(ii)(iii)(b)

sub-lease payments expected to be receive under non-cancellable sub-lease at the balance sheet date

(c) Lease payments recognized in the statement

(d)

(e)leasing arrangements including, but not limited to,

(i) The basis on which contingent rent payments are determined

(ii)options and escalation clause and below (a)

(iii) Restrictions imposed by lease arrangements, such as those concerning dividend, additional debt, and


Note:

`

NOTE – 54

DERIVATIVES


US$ equiva-lent (Lacs)

INR equivalent (Lacs)

US$ equiva-lent (Lacs)

INR equivalent (Lacs)

a) Amount receivable in Foreign Currency on Account of

Advance against goods

b) Amount payable in Foreign Currency on Account of

Acceptances

NOTE – 55

(` in Lacs)


a)

b)

B.

(` in Lacs)


Current Year Previous Year Current Year Previous Year

i) Actuarial Assumptions

- -

25 26 25 26

ii) Change in the obligation during the year ended 31st March, 2015

- - - -

Interest cost

- - - -

Current service cost

Curtailment cost - - - -

- - - -

iii) Change in fair value of plan Assets

- -

Expected return on Plan Assets - -

Contributions - - - -

- -

- -

- -

iv)obligation and Fair value of Plan Assets

- -

- - - -

- - - -

v)

Current service cost

- - - -

Interest cost

Expected return on Plan Assets - -

Curtailment cost - - - -

- - - -

operative expenses

` ` ` `


(` in Lacs)


NOTE – 56

Value of Import on C.I.F. Basis---

NOTE – 57

a) Expenditure in Foreign Currency- Travelling--- Technical Consultancy-- -- Legal Expenses--- Royalty -- Insurance -b) Earnings in Foreign Exchange

-

NOTE – 58 (a)

S.No.

Name of the Enterprise Net Assets i.e. total assets minus total liabilities

As % ofconsolidated

net assets

Amount(` In lacs)

As % ofconsolidated

Amount(` In lacs)

Parent

SubsidiariesIndian

12

Foreign12

456

Minority Interests in all subsidiaries (0.42) (3297.07) 0.02 (28.91)

Indian

12

Joint Venture (as per proportionate

method)Indian

1 Andal East Coal Company Private Limited

NO

TE –

58

(b)

PA

RT”

A”:

SU

BSI

DIA

RIE

S

S. No.

Nam

e of

Su

bsid

iary

C

ompa

ny

Cou

ntr

yR

epor

tin

gC

urr

ency

Shar

eC

apit

alR

eser

ves

&

Surp

lus

Tota

lA

sset

sTo

tal

Liab

iliti

esex

clu

din

g Sh

areh

olde

r’s

Fun

ds

Inve

stm

ents

incl

ude

d in

To

tal A

sset

s

Turn

over

befo

reTa

xati

on

Pro

visi

on for

Taxa

tion

Taxa

tion

Pro

pose

dD

ivid

end

% o

f Sh

areh

oldi

ng

1In

dia

INR

5000

00-

--

2In

dia

INR

1050

0000

--

-

Indi

aIN

R50

0000

--

2816

-

4Au

stra

lia-

--

5Au

stra

lia-

--

6Au

stra

lia14

5262

4-

--

(16)

-(1

6)-

Aust

ralia

142

--

-(2

5)-

(25)

-

8Au

stra

lia-

--

(410

85)

-(4

1085

)-

Aust

ralia

--

--

-

Nam

e of

Su

bsid

iari

es w

hic

h a

re y

et t

o co

mm

ence

ope

rati

ons-

S. No.

Nam

e of

Su

bsid

iary

Com

pan

ies

BHUSHAN STEEL LIMITED ANNUAL REPORT 2014-15P

AR

T”B

” :

ASS

OC

IATE

S A

ND

JO

INT

VEN

TUR

ESSt

atem

ent

pusu

ant

to S

ecti

on 1

29

(3

) of

th

e C

ompa

nie

s A

ct, 2

01

3 r

elat

ed t

o A

ssoc

iate

Com

pan

ies

and

Join

t V

entu

res

S. No.

Late

st a

udi

ted

Bal

ance

Sh

eet

Dat

eco

mpa

ny

on t

he

year

en

dN

etw

orth

attr

ibu

tabl

e to

Sh

areh

oldi

ng

as p

er la

test

au

dite

dB

alan

ce S

hee

t (`

In

lacs

)

No.

Am

oun

t of

In

vest

men

t in

Join

t V

entu

re

(` I

n L

acs)

Exte

nd

of

Hol

din

g %

Con

side

red

in

Con

solid

atio

n(`

In

Lac

s)

Not

Con

side

red

in

Con

solid

atio

n

Ass

ocia

tes

165

0000

00 -

2 -

-

Join

t V

entu

re

1An

dalE

ast

Coal

Com

pany

Priv

ate

Lim

ited

-

S. No

Nam

e of

Joi

nt

Ven

ture

1An

dalE

ast

Coal

Com

pany

Priv

ate

Lim

ited

NOTE – 59

Previous Year

Value(` in lacs)

%age Value(` In lacs)

%age

Raw Material:

Imported

Indigenous

570940.93 100.00 522933.51 100.00

Imported

Indigenous

31602.17 100.00 27060.75 100.00

NOTE – 60Remittance in foreign currency on account of Dividend

below:

Previous Year

USD INR USD INR

(a) 251

(b)

(c)

- 2282680

-eign Currency

8000 8000

(ii) Tax deducted at source - - - -

NOTE – 61

NOTE –62



R. K. MEHRAPARTNER




ANNUAL REPORT 2014-15 - Bhushan Steel

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