BHUSHAN STEEL (ORISSA) LIMITED

BHUSHAN STEEL (ORISSA) LIMITED

ANNUAL REPORT 2019-20

CORPORATE INFORMATION

(As on December 21, 2020)

Mr. Rajeev Singhal Non-Executive Director and Chairman

Mr. Sanjib Nanda Non-Executive Director Ms. Neha Harlalka Non-Executive Director Registered Office Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 Tel: + 91-11-39194000 Fax: + 91-11-41010050 Email: [email protected] Website: www.tatasteelbsl.co.in

Corporate Identity Number CIN U93000DL2010PLC202028 Auditors M/s Mehra Goel & Co. (Firm Registration No. 000517N)

BOARD OF DIRECTORS

mailto:[email protected]

http://www.tatasteelbsl.co.in/

BHUSHAN STEEL (ORISSA) LIMITED (a subsidiary of Tata Steel BSL Limited)

Reg. Office : Ground Floor, Mira Corporate Suites, Plot No. 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 India

Tel: 91-11-39194000 Fax: 91-11-41010050 Email: [email protected] CIN:U93000DL2010PLC202028

BOARD’S REPORT [Pursuant to Section 134(3) of the Companies Act, 2013 and

Rule 8 of the Companies (Accounts Rules, 2014]

To

The Members,

Bhushan Steel (Orissa) Limited

Your Directors present to you the 10th Annual Report of Bhushan Steel (Orissa) Limited (“Company”)

together with the Audited Financial Statements for the year ended March 31, 2020.

A. FINANCIAL PERFORMANCE AND STATE OF AFFAIRS

(Figures in Rs.)

Particulars Year ended

March 31, 2020 March 31, 2019

Sales and Other Income 0 0

Interest and Finance Charges 37,518.00 55,946.00

Profit before depreciation & Tax (37,518.00) (55,946.00)

Profit before Tax (37,518.00) (55,946.00)

Provisions for Current Taxation 0 0

Provision for deferred tax (MAT Credit Utilized) 0 0

Profit after tax (37,518.00) (55,946.00)

B. FINANCIAL PERFORMANCE

During the year, the Company incurred losses amounting to Rs. (37,518/-) as against losses of Rs.

(55,946/-) in the previous financial year.

C. DIVIDEND

In view of the Net Loss incurred during the year under review, the Board does not recommend

payment of any dividend to its shareholders for the financial year 2019-20.

D. TRANSFER TO RESERVES

In view of the losses incurred during the year under review, the Company does not propose to

transfer any amount to its General Reserve. However, the losses have been carried forward to

reserves and surplus account.

E. IMPACT OF COVID-19

Members of the Company are aware of the COVID - 19 novel coronavirus outbreak which has been

declared as a pandemic by the World Health Organisation. The outbreak of the COVID-19

pandemic has led to an unprecedented health crisis and has disrupted economic activities and

trade globally.





As the outbreak spread in India, the Company initiated measures to closely monitor the situation to

safeguard the health, welfare and safety of all its employees.

The health and safety of its workforce being the topmost priority, the Company is focusing on

operating safely and efficiently so it can continue to service its customer(s).Continuous

communication to spread awareness about the pandemic is being ensured.

F. MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR

The following material developments took place during the financial year 2019-20:

1. Alteration of Memorandum of Association of the Company

The Company is a wholly owned subsidiary of Tata Steel BSL Limited (‘TSBSL’ / ‘Holding

Company’). Tata Steel Limited acquired TSBSL through its subsidiary Bamnipal Steel Limited

on May 18, 2018 (‘Acquisition’), through the corporate insolvency resolution process under

the Insolvency and Bankruptcy Code, 2016. Post-Acquisition, the Holding Company

reconstituted the Board of Directors of the Company (‘New Management’).

The New Management in the interest of the Company, was exploring ways to deploy its

resources towards such activities which would create greater value for the Company and the

TSBSL group. Accordingly, it was proposed to amend the main objects clause of the

Memorandum of Association to the extent of amending the main business activity of the

Company for undertaking management, supply etc. of manpower resources thereby shifting

from manufacturing category to service category.

Accordingly, shareholders of the Company accorded their approval to the abovementioned

modification / amendment of the main objects clause of the Memorandum of Association by

way of a Special Resolution passed at the Extraordinary General Meeting of the Company held

on February 10, 2020. The alteration of the Memorandum of Association was confirmed by the

Ministry of Corporate Affairs on February 27, 2020.

2. Adoption of new Articles of Association of the Company

The earlier Articles of Association (‘AoA’) of the Company were based on the Companies Act,

1956. With the enforcement of the Companies Act, 2013 (‘Act’), it was considered expedient to

adopt a new set of Articles of Association.

The shareholders of the Company accorded their approval for the adoption of a new set of

Articles of Association of the Company at the Extraordinary General Meeting of the Company

held on February 10, 2020.





G. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE CLOSURE OF THE

FINANCIAL YEAR AND THE DATE OF THIS REPORT

There are no material changes and commitments affecting the financial position of the Company

which have occurred since March 31, 2020 till the date of this Report.

H CORPORATE GOVERNANCE

1. Board Meetings

The Board comprises 3 (Three) Directors, all of whom are Non-Executive Directors (‘NED’).

As on March 31, 2020, Mr. Rajeev Singhal, Mr. Sanjib Nanda and Ms. Neha Harlalka continue

to be the Directors on Board of the Company.

None of the Directors of the Company are disqualified under Section 164(2) of the Companies

Act, 2013.

During FY2019-20, the Board of Directors met 4 (four) times on April 09, 2019,

July 24, 2019, November 15, 2019 and January 13, 2020 respectively.

The intervening gap between two meetings did not exceed the period prescribed under the

Companies Act, 2013.

The Board of Directors of the Company are not required to constitute any statutory committees

as prescribed under the provisions of the Companies Act, 2013.

2. Board Composition and details of change in Directors or Key Managerial Personnel of

the Company

There was no change in the Directors and Key Managerial Personnel of the Company during

the year under review.

Re-appointment of Director retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Sanjib Nanda (DIN 01045306), Non-

Executive Director, will retire at the ensuing Annual General Meeting of the Company and

being eligible seeks re-appointment. The Board recommends his re-appointment.

The necessary resolutions for re-appointment of Mr. Sanjib Nanda (DIN 01045306), form part of the Notice convening the ensuing AGM scheduled to be held on December 29, 2020 (‘Notice’).

The profile and particulars of experience, attributes and skills that qualify Mr. Nanda for Board

membership are disclosed in the said Notice.





3. Policy relating to appointment and remuneration of Directors and discharge of their

duties

The provisions of Section 178(1) relating to the constitution of the Nomination and

Remuneration Committee are not applicable to the Company and hence the Company has not

devised any policy relating to appointment of Directors, payment of Managerial remuneration,

Directors qualifications, positive attributes, independence of Directors and other related matters

as provided under Section 178(3) of the Companies Act, 2013.

4. Particulars of Employees

The Company had no employees on its rolls as on March 31, 2020.Accordingly, the disclosure

under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of

Companies (Appointment and Remuneration) of Managerial Personnel Rules, 2014 is not

applicable to the Company.

5. Independent Directors’ Declaration

The provisions of section 149 of the Companies Act, 2013 read with the Rules there under

pertaining to the appointment of Independent Directors are not applicable to the Company.

6. Internal Financial Control Systems

The Board of Directors of the Company is responsible for ensuring that Internal Financial

Controls have been laid down in the Company and that such controls are adequate and

operating effectively.

As required under Section 134(3)(q) of the Act read with Rule 8(5)(viii) of the Companies

(Accounts) Rules, 2014, the Company has in place Internal Financial Controls, commensurate

with the size, scale and nature of the Company’s operations.

7. Risk Management Policy

The Board to the best of its knowledge states that, at present there are no such risks that might

threaten the existence of the Company.

8. Vigil Mechanism

Being a wholly owned subsidiary of Tata Steel BSL Limited, the provisions of Section

177 of the Act are not applicable to the Company and accordingly your Company is not

required to have a formal whistle blower mechanism.





9. Related Party Transactions

During FY2019-20, the Company has not entered into any transactions with its related parties.

10. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013

As on March 31, 2020, the Company did not have any employee on its rolls. Therefore, the

requirement of constituting the Internal Committee under the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013 does not apply to the Company.

11. Directors’ Responsibility Statement

The Company is in compliance with various accounting and financial reporting requirements in

respect of the financial statements for the year under review.

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Board

of Directors, to the best of its knowledge and ability, confirms that:

a) in the preparation of the annual accounts for FY2019-20, the applicable accounting

standards have been followed and that there were no material departures;

b) they have selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair

view of the state of affairs of the Company at the end of the financial year and of the loss

of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of this Act for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that

such internal financial controls are adequate and are operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

12. Auditors

The Members of the Company at the Annual General Meeting held on September 29, 2015

approved the appointment of M/s Mehra Goel & Co, Chartered Accountants (Firm Registration

No. 000517N) as the Statutory Auditors of the Company for a period of 5 (five) years

commencing from the conclusion of the 5th Annual General Meeting held on September 29,

2015 until the conclusion of the 10th Annual General Meeting of the Company.





M/s Mehra & Goel Co, Statutory Auditors have audited the books of accounts of the Company

for the financial year ended March 31, 2020 and have issued Auditors’ Report thereon.

The Auditors Report does not contain any qualification, reservation, adverse remark or

disclaimer. During the year under review, the Statutory Auditors did not report any fraud under

Section 143(12) of the Act, therefore, no details are required to be disclosed under Section

134(3)(ca) of the Act.

The Board of Directors of the Company proposes the appointment of M/s Singhi & Co,

Chartered Accountants (Firm Registration No.302049E) as the Statutory Auditors of the

Company for a period of 5 years, commencing from the conclusion of the ensuing 10th Annual

General Meeting till the conclusion of the 15th Annual General Meeting to be held in the year

2025, in place of the retiring auditors of the Company, M/s Mehra & Goel Co., Chartered

Accountants.

M/s Singhi & Co, Chartered Accountants, have given their consent for appointment as statutory

auditors of the Company and have also confirmed that their appointment, if made, would be

within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that

they are not disqualified to be appointed as statutory auditors in terms of the applicable

provisions of the Companies Act, 2013 and the rules made thereunder.

The resolution for appointment of the Statutory Auditors forms part of the Notice convening the

forthcoming AGM

13. Extract of Annual Return

An extract of the Annual Return in Form MGT-9 as required under the provisions of the

Companies Act, 2013 and related rules, each as amended, is annexed to this report as

Annexure-1 and forms a part of this Report. A copy of the Annual Return of the Company is

available at http://tatasteelbsl.co.in/Investor%20Relations%20pdf/Forms/Form%20MGT-

9%20Extract%20of%20Annual%20Return2020%20Bhushan%20Steel%20(Orissa)%20Limited.

pdf

14. Significant and Material Orders passed by the Regulators or Courts or Tribunals

impacting the going concern status and Company’s operations in future

There have been no significant and material orders passed by the Regulators or Courts or

Tribunals impacting the going concern status and Company’s operations in future during the

financial year under review.

15. Particulars of Loans, Guarantees or Investments

The Company has not given any loans, guarantees or made any investment as per the

provisions of Section 186 of the Companies Act, 2013, during the year under review.


http://tatasteelbsl.co.in/Investor%20Relations%20pdf/Forms/Form%20MGT-9%20Extract%20of%20Annual%20Return2020%20Bhushan%20Steel%20(Orissa)%20Limited.pdf






The Company did not give any loans, directly or indirectly to any person (other than to

employees) or to other body corporate, nor did it give any guarantee or provide any security in

connection with a loan to any other body corporate or person during the financial year under

review.

16. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and

Outgo

The information as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of

the Companies (Accounts) Rules, 2014 does not apply to the Company. Hence, there is

nothing to report in this regard as below:

a. Conservation of Energy: The Company is not a major consumer of energy.

b. Technology absorption: Nil

c. Foreign Exchange earnings and outgo: Nil

17. Loans from Directors

The Company has not received any loans from its Directors during the financial year ended

March 31, 2020.

18. Deposits

During FY 2019-20, the Company has not accepted or renewed any public deposits from the

public nor has any outstanding unclaimed or unpaid deposits as on March 31, 2020 within the

meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

19. Secretarial Standards

During FY2019-20, the Company has complied with the provisions of the applicable Secretarial

Standards issued by The Institute of Company Secretaries of India.

20. Change in the nature of business

During FY 2019-20, the Company the shareholders of BSOL accorded their approval for

alteration of the Main Objects clause of the Memorandum of Association of the Company at the

Extraordinary General Meeting held on February 10, 2020, thereby shifting the Company from

manufacturing category to service category. The change in the Main Objects clause was

confirmed by the Ministry of Corporate Affairs on February 27, 2020.

21. Changes in capital structure

During the year under review, there has been no changes in the capital structure of the

Company.





22. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint Venture and Associate as on

March 31, 2020.

23. Secretarial Auditor and Report

The provisions of Section 204 of the Act with regards to Secretarial Audit are not applicable to

your Company.

24. Corporate Social Responsibility

The Company does not meet the minimum thresholds as prescribed under Section 135(1) of

the Companies Act, 2013 and hence, is not required to constitute a Corporate Social

Responsibility Committee. The Company does not have a policy on Corporate Social

Responsibility.

25. Disclosure on maintenance of cost records:

The Company is not required to maintain cost records as specified by the Central Government

under Section 148(1) of the Act and accordingly such accounts and records were not prepared

and maintained for FY 2019-20.

ACKNOWLEDGEMENTS

Your Directors wish to take the opportunity to place on record their sincere appreciation and gratitude to

the Government of India, various State Governments, Banks, Financial Institutions, shareholders and

concerned Government departments and agencies for their continued support.

On Behalf of the Board of Directors


Sd/-

Rajeev Singhal

Chairman

(DIN: 02719570)

Place: Kolkata

Date: December 11, 2020


http://www.mca.gov.in/mcafoportal/companyLLPMasterData.do

Annexure-1

Form No. MGT-9

EXTRACT OF ANNUAL RETURN AS ON MARCH 31, 2020

[Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. Registration and other details

i CIN U93000DL2010PLC202028

ii Registration Date October 27, 2010

iii Name of the Company Bhushan Steel (Orissa) Limited

iv Category/Sub-Category of the Company Public Company / Limited by shares

v Address of the Registered office and contact details

Ground Floor, Mira Corporate Suites, Plot No 1 & 2, Ishwar Nagar, Mathura Road, New Delhi-110065 Tel: 91-11-39194000 Fax: 91-11-41010050 E-mail: [email protected] Website: www.tatasteelbsl.co.in

vi Whether listed company Yes/No No

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

NA

II. Principal Business Activities of the Company

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:

SN Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the Company

1. Human resources provision and management of human resources functions

783 -

III. Particulars of Holding, Subsidiary and Associate Companies

SN Name and address of the Company

Holding (%)

Holding Company (Pursuant to Section 2(46) of Companies Act, 2013

1 Tata Steel BSL Limited (Formerly Bhushan Steel Limited) Ground Floor, Mira Corporate Suites, Plot No 1 & 2, Ishwar Nagar, Mathura Road, New Delhi-110065 CIN: L74899DL1983PLC014942

99.98

Subsidiary Companies (Pursuant to Section 2(87)(ii) of Companies Act, 2013

NA

Associate Companies (Pursuant to Section 2(6) of Companies Act, 2013)

NA



IV. Share holding pattern (Equity Share Capital Breakup as Percentage of Total Equity)

a) Category-wise Share Holding Category of Shareholders No. of Shares held (April 1, 2019) No. of Shares held (March 31, 2020) %

Change

Electronic Physical Total % of Total

Shares Electronic Physical Total % of Total

Shares

A. Promoters (including Promoter Group)

(1) Indian

a) Individual/ Hindu Undivided Family

0 6 6 00.01 0 6 6 00.01 0.00

b) Central Government 0 0 0 0.00 0 0 0 0.00 0.00

c) State Government 0 0 0 0.00 0 0 0 0.00 0.00

d) Bodies Corporate 0 49,994 49,994 99.99 0 49,994 49,994 99.99 0.00

) Financial Institutions/Banks 0 0 0 0.00 0 0 0 0.00 0.00

f) Others (trusts) 0 0 0 0.00 0 0 0 0.00 0.00

Sub-total (A) (1) 0 50,000 50,000 100.00 0 50,000 50,000 100.00 0.00

(2) Foreign

a) Individuals Non-Resident Individuals

0 0 0 0.00 0 0 0 0.00 0.00

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

c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00

d) Banks/ Financial Institutions

0 0 0 0.00 0 0 0 0.00 0.00

e) Any Other (Specify) 0 0 0 0.00 0 0 0 0.00 0.00

Sub-total(A)(2) 0 0 0 0.00 0 0 0 0.00 0.00

Total shareholding of Promoter and Promoter Group (A) = (A)(1) + (A)(2)

0 50,000 50,000 100.00 0 50,000 50,000 100.00 0.00

B. Public Shareholding

(1) Institutions

a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00

b) Financial Institutions/Banks 0 0 0 0.00 0 0 0 0.00 0.00

c) Central Government 0 0 0 0.00 0 0 0 0.00 0.00

d) State Government 0 0 0 0.00 0 0 0 0.00 0.00

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

e) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00

f) Foreign Institutional Investors

0 0 0 0.00 0 0 0 0.00 0.00

g) Foreign Venture Capital Investors

0 0 0 0.00 0 0 0 0.00 0.00

h) Provident Funds/ Pensions Funds

0 0 0 0.00 0 0 0 0.00 0.00

j) Any Other (Specify) Limited Liability Partnership

0 0 0 0.00 0 0 0 0.00 0.00

Sub-total (B)(1) 0 0 0 0.00 0 0 0 0.00 0.00

(2) Non-Institutions

a) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00

b) Individuals

i) Individualshareholders holding nominal share capital upto Rs. 1 lakh

0 0 0 0.00 0 0 0 0.00 0.00

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

0 0 0 0.00 0 0 0 0.00 0.00

c) Others: i) Clearing Member

0 0 0 0.00 0 0 0 0.00 0.00

ii) Non-Residents 0 0 0 0.00 0 0 0 0.00 0.00

iii) NBFCs registered with RBI 0 0 0 0.00 0 0 0 0.00 0.00

iv) Foreign Company 0 0 0 0.00 0 0 0 0.00 0.00

v) Trusts 0 0 0 0.00 0 0 0 0.00 0.00

vi) IEPF 0 0 0 0.00 0 0 0 0.00 0.00

Sub-total (B)(2) 0 0 0 0.00 0 0 0 0.00 0.00

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

0 0 0 0.00 0 0 0 0.00 0.00

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0.00 0 0 0 0.00 0.00

Grand Total (A+B+C) 0 50,000 50,000 100.00 0 50,000 50,000 100.00 0.00

b) Shareholding of Promoters (including Promoter Group)

c) Change in Promoters’ (including Promoter Group) Shareholding

SN Particulars Date Shareholding Cumulative Shareholding during the year

No. of shares

% of total shares of the Company

No. of shares


1

Tata Steel BSL Limited (Formerly Bhushan Steel Limited)

At the beginning of the year April 01, 2019 49,984 99.98 49,984 99.98

At the end of the year March 31, 2020 49,984 99.98 49,984 99.98

2

Bhushan Steel (South) Limited

At the beginning of the year April 01, 2019 10 00.02 10 00.02

At the end of the year March 31, 2020 10 00.02 10 00.02

3

Rajeev Singhal (Nominee of Tata Steel BSL Limited)



4

Sanjib Nanda (Nominee of Tata Steel BSL Limited)



5

Ujjal Chakraborti (Nominee of Tata Steel BSL Limited)



6

Neha Harlalka(Nominee of Tata Steel BSL Limited)



7 Raj Kumar Singh (Nominee of Tata Steel BSL Limited)



8 Dibyendu Dutta (Nominee of Tata Steel BSL Limited)



Note: There has not been any change in the shareholding of the promoters in the FY 2019-20.

SN

Shareholder’s Name

Shareholding (April 1, 2019) Shareholding (March 31, 2020 % change in shareholding

during the year

No. of Shares

% of total

Shares

% of total Shares

Pledged/encumbered to total shares

No. of Shares

% of total

Shares

% of total Shares

Pledged / encumbered

to total shares

1 Tata Steel BSL Limited (Formerly Bhushan Steel Limited)

49984 99.98 0.00 49984 99.98 0.00 0.00

2 Bhushan Steel (South) Limited

10 0.02 0.00 10 0.02 0.00 0.00

3 Mr. Rajeev Singhal (Nominee of Tata Steel BSL Limited)

1 0.00 0.00 1 0.00 0.00 0.00

4 Mr. Sanjib Nanda (Nominee of Tata Steel BSL Limited)

1 0.00 0.00 1 0.00 0.00 0.00

5 Mr. Ujjal Chakraborti (Nominee of Tata Steel BSL Limited)

1 0.00 0.00 1 0.00 0.00 0.00

6 Ms. Neha Harlalka (Nominee of Tata Steel BSL Limited)

1 0.00 0.00 1 0.00 0.00 0.00

7 Mr. Raj Kumar Singh (Nominee of Tata Steel BSL Limited)

1 0.00 0.00 1 0.00 0.00 0.00

8 Mr. Dibyendu Dutta (Nominee of Tata Steel BSL Limited)

1 0.00 0.00 1 0.00 0.00 0.00

Total 50,000 100.00 0.00 50,000 100.00 0.00 0.00

e) Shareholding of Directors and Key Managerial Personnel:

SN Particulars Date Shareholding Cumulative Shareholding

during the year

No. of shares


No. of shares


1

Rajeev Singhal (Nominee of Tata Steel BSL Limited)



2

Sanjib Nanda (Nominee of Tata Steel BSL Limited)



3 Neha Harlalka (Nominee of Tata Steel BSL Limited)



Note: There has not been any change in the shareholding of the Directors in the FY 2019-20.

V. Indebtedness

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

Particulars Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid

NIL

Total (i+ii)

Change in Indebtedness during the financial year

Addition Reduction

Net Change

Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid

Total (i+ii)

VI. Remuneration of directors and key managerial personnel A. Remuneration to Managing Director, Whole-time Directors and/or Manager

SN Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount in Rs.

1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax

d) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) SN Name of

shareholders Shareholding Cumulative Shareholding during the year

No. of Shares % of total shares of the Company

No. of Shares % of total shares of the Company

There are no shareholders in the Company other than directors and promoters

Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

NIL

2. Stock Option

3. Sweat Equity

4. Commission - as % of profit - others

5. Others (PF, SAF and other past retirement benefits)

Total (A)

Ceiling as per the Act – N.A.

B. Remuneration to other directors

SN Name Commission Sitting Fees Total Compensation

Non-Executive Directors

1 Mr. Rajeev Singhal NIL 2 Mr. Sanjib Nanda

3 Ms. Neha Harlalka

Total

The Non-Executive Non-Independent Directors, who are in the full-time employment with any other Tata Company was not paid sitting fees, in line with the internal guidelines of the Company.

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

SN Particulars of Remuneration Key Managerial Personnel

Total

1 Gross salary: (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income Tax Act, 1961

NIL

2 Stock Option

3 Sweat Equity

4 Commission - as% of profit - others

5 Others (PF, SAF and other past retirement benefits)

Total

VII. Penalties/punishment/compounding of offences There were no penalties/punishments/compounding of offences under the Companies Act, 2013 for the year ended March 31, 2020.

On behalf of the Board of Directors

Sd/- Rajeev Singhal

Chairman DIN - 02719570

Place: Kolkata Date: December 11, 2020

INDEPENDENT AUDITOR’S REPORT

To

The Members of Bhushan Steel (Orissa) Limited

Report on the Ind AS Financial Statements

Opinion

We have audited the accompanying Ind AS financial statements of BHUSHAN STEEL

(ORISSA) LIMITED (‘the Company’), which comprise the balance sheet as at 31 March

2020 and the statement of profit and loss, statement of changes in equity and statement of cash

flows for the year then ended, and notes to the financial statements, including a summary of

the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to

us, the aforesaid financial statements give the information required by the Act in the manner

so required and give a true and fair view in conformity with the accounting principles

generally accepted in India, of the state of affairs of the company as at March31, 2020 and

loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion.

We conducted our audit of Ind AS financial statements in accordance with the Standards on

Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013. Our

responsibilities under those standards are further described in the Auditor’s Responsibilities

for the Audit of the Financial Statements section of our report. We are independent of the

company in accordance with the Code of Ethics issued by the Institute Of Chartered

Accountants Of India together with the ethical requirements that are relevant to our audit of

the financial statements under the provisions of the Companies Act, 2013 and the Rules

thereunder, and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the Code of Ethics. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key Audit matters are those matters that, in our professional judgment, were of most

significance in our Audit of the financial statements for the current period. These matters were

addressed in the context of our Audit of the financial statements as a whole, and in forming

our opinion thereon, and we do not provide our separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information.

The other information comprises the information included in the Board’s Report including

Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and

Shareholder’s Information, but does not include the Ind AS financial statements and our

auditor’s report thereon.

Our opinion on the Ind AS financial statements does not cover the other information and we

do not express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS financial statements, our responsibility is to read

the other information and, in doing so, consider whether the other information is materially

inconsistent with the Ind AS financial statements or our knowledge obtained during the course

of our audit or otherwise appears to be materially misstated.

Based on the work we have performed, there is no material misstatement contained in other

information the extent made available to us prior to the date of this auditor’s report. The

management intends to prepare and issue Director Report, Annual return and other related

information for FY 2019-20 in due course and has represented to us that Ind AS financial

statements and other information will be consistent with one another.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of

the Companies Act, 2013 (“the Act”) with respect to the preparation of these Ind AS financial

statements that give a true and fair view of the financial position, financial performance,

(changes in equity) and cash flows of the Company in accordance with the Accounting

Principles generally accepted in India, including the accounting Standards specified under

Section 133 of the Act. This responsibility also includes maintenance of adequate accounting

records in accordance with the provisions of the Act for safeguarding of the assets of the

Company and for preventing and detecting frauds and other irregularities; selection and

application of appropriate accounting policies; making judgments and estimates that are

reasonable and prudent; and design, implementation and maintenance of adequate internal

financial controls, that were operating effectively for ensuring the accuracy and completeness

of the accounting records, relevant to the preparation and presentation of the financial

statements that give a true and fair view and are free from material misstatement, whether due

to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s

ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless management either intends to

liquidate the company or to cease operations, or has no realistic alternative but to do so. Those

Board of Directors are also responsible for overseeing the company’s financial reporting

process.

Auditor’s Responsibilities for the Audit of Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an

auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with SAs will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain

professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements,

whether due to fraud or error, design and perform audit procedures responsive to those

risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for

our opinion. The risk of not detecting a material misstatement resulting from fraud is

higher than for one resulting from error, as fraud may involve collusion, forgery,

intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design

audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of

the Companies Act, 2013, we are also responsible for expressing our opinion on

whether the company has adequate internal financial controls system in place and the

operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty

exists related to events or conditions that may cast significant doubt on the Company’s

ability to continue as a going concern. If we conclude that a material uncertainty

exists, we are required to draw attention in our auditor’s report to the related

disclosures in the financial statements or, if such disclosures are inadequate, to modify

our opinion. Our conclusions are based on the audit evidence obtained up to the date

of our auditor’s report. However, future events or conditions may cause the Company

to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements,

including the disclosures, and whether the financial statements represent the

underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the

planned scope and timing of the audit and significant audit findings, including any significant

deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with

relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence,

and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those

matters that were of most significance in the audit of the financial statements of the current

period and are therefore the key audit matters. We describe these matters in our auditor’s

report unless law or regulation precludes public disclosure about the matter or when, in

extremely rare circumstances, we determine that a matter should not be communicated in our

report because the adverse consequences of doing so would reasonably be expected to

outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the

Central Government of India in terms of sub-section (11) of section 143 of the Companies

Act, 2013, we give in the “Annexure A”, a statement on the matters specified in the

paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books.

(c) The Balance sheet, the Statement of Profit and Loss, the Statement of Changes in Equity

and the Cash Flow Statement dealt with by this Report are in agreement with the books of

account.

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting

Standards specified under Section 133 of the Act read with relevant Rule 7 of the

Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31 March

2020 taken on record by the Board of Directors, none of the directors is disqualified as on

31 March 2020 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the Internal Financial Controls over financial reporting of

the Company and the operating effectiveness of such controls, refer to our separate Report

in “Annexure B”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with

the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given

to us, the Company has not paid any remuneration to its directors during the year

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best

of our information and according to the explanations given to us:

i. The Company does not have any pending litigation which would impact its

financial position;

ii. The Company did not have any long- term contracts including derivative contracts

for which there were any material foreseeable losses; and

iii. There were no amounts which were required to be transferred to the Investor

Education and Protection Fund.

FOR MEHRA GOEL & CO.

Chartered Accountants

Registration No.: 000517N

sd/-

Vaibhav Jain

Partner

M. No. : 515700

Place: New Delhi

Dated: 11th December, 2020

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT

The Annexure ‘A’ referred to in our Independent Auditors’ Report to the members of the

Company on the financial statements of BHUSHAN STEEL (ORISSA) LIMITED for the year

ended 31st March 2020, we report that:

i) In respect of its Fixed Assets:

The Company does not have any fixed assets. Thus, paragraph 3(i)(a) to 3(i) (c) of the Order

is not applicable.

ii) In respect of Inventory:

The Company does not have any inventory. Thus, paragraph 3(ii) of the Order is not

applicable.

iii) According to the information and explanations given to us, the Company has not granted

secured or unsecured loan to a company, firm, LLP or other entity covered in the register

maintained under Section 189 of the Companies Act, 2013. Accordingly, the provisions of

sub-paragraph (a) and (b) of the Order are not applicable.

iv) In our opinion and according to information and explanations given to us, the company has

not given any loan, guarantee and security covered under the provisions of section 185 and

186 of the Companies Act,2013

v) According to the information and explanations given to us, the Company has not accepted

any deposits which are covered under the provisions of section 73 to 76 of the Companies

Act, 2013.

vi) In our opinion and according to the information and explanations given to us, the Central

Government has not prescribed the maintenance of cost records under sub section (1) of

Section 148 of the Companies Act, 2013.

vii)

According to the information and explanations given to us, in respect of Statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues

including provident fund, employees’ state insurance, income-tax, sales-tax, service

tax, duty of customs, value added tax, cess goods and service tax and any other material

statutory dues to the appropriate authorities, wherever applicable and there were no

undisputed dues in arrears as at 31st March., 2020 for a period of more than six months

from the date they become payable.

(b) According to the information and explanations given to us, there are no dues of goods

and service tax, sales tax, duty of excise, service tax, value added tax and other

statutory dues have not been deposited by the Company on account of disputes.

viii)

According to the information and explanations given to us, we are of the opinion that the

Company has not taken any loan from banks and financial institutions or debenture

holders, the said clause is not applicable.

ix) To the best of our knowledge and according to the information and explanations given to

us, the company has not raised money by way of initial public offer or further public offer

(including debt instruments and term loans during the year, the said clause is not

applicable.

x)

To the best of our knowledge and according to the information and explanations given to

us, no material fraud by the company or on the Company by its officers or employees has

been noticed or reported during the course of our audit.

xi)

xii)

xiii)

xiv)

xv)

xvi)

According to the information and explanations give to us and based on our examination of

the records of the Company, the company has not paid any managerial remuneration.

In our opinion and according to the information and explanations given to us, the

Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not

applicable.

According to the information and explanations given to us and based on our examination

of the records of the company, the company has not entered any transactions with the

related parties during the year.

According to the information and explanations give to us and based on our examination of

the records of the Company, the Company has not made any preferential allotment or

private placement of shares or fully or partly convertible debentures during the year.

According to the information and explanations given to us and based on our examination

of the records of the company, the company has not entered into non-cash transactions

with directors or persons connected with him.

As per our information, the company is not required to be registered under Section 45-1A

of the Reserve Bank of India Act, 1934.




sd/-

Vaibhav Jain

Partner

M. No. : 515700

Place: New Delhi


Annexure - B to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143

of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of BHUSHAN STEEL

(ORISSA) LIMITED (“the Company”) as of 31 March, 2020 in conjunction with our audit of the

financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial

controls based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on Audit of

Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants

of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of

adequate internal financial controls that were operating effectively for ensuring the orderly and

efficient conduct of its business, including adherence to company’s policies, the safeguarding of its

assets, the prevention and detection of frauds and errors, the accuracy and completeness of the

accounting records, and the timely preparation of reliable financial information, as required under the

Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit

of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on

Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,

2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of

Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those

Standards and the Guidance Note require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether adequate internal financial controls

over financial reporting was established and maintained and if such controls operated effectively in

all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of

internal financial controls over financial reporting included obtaining an understanding of internal

financial controls over financial reporting, assessing the risk that a material weakness exists, and

testing and evaluating the design and operating effectiveness of internal control based on the assessed

risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks

of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles. A

company's internal financial control over financial reporting includes those policies and procedures

that - (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the company are

being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised

acquisition, use, or disposition of the company's assets that could have a material effect on the

financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including

the possibility of collusion or improper management override of controls, material misstatements due

to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal

financial controls over financial reporting to future periods are subject to the risk that the internal

financial control over financial reporting may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls

system over financial reporting and such internal financial controls over financial reporting were

operating effectively as at 31 March 2020, based on the internal control over financial reporting

criteria established by the Company considering the essential components of internal control stated in

the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the

Institute of Chartered Accountants of India.




sd/-

Vaibhav Jain

Partner

M. No. : 515700

Place: New Delhi


BHUSHAN STEEL (ORISSA) LTD

Balance Sheet as at 31st March, 2020

(All amounts in Rupees except as otherwise stated)

-

As at As at

31st March, 2020 31st March 2019

I ASSETS

(1) Current assets

Financial assets

Cash and cash equivalents 2 3,03,590 3,41,108

Total Assets 3,03,590 3,41,108

II EQUITY AND LIABILITIES

(1)

Equity share capital 3 5,00,000 5,00,000

Other Equity 4 (2,14,110) (1,76,592)

Total Equity 2,85,890 3,23,408

(2) LIABILITIES

(a) Current liabilities

Other Financial liabilities 5 17,700 17,700

Total Current Liabilities 17,700 17,700

Total Equity and Liabilities 3,03,590 3,41,108

Notes & Significant Accounting Policies 1 to 16

In terms of report attached For and on behalf of board of directors

For MEHRA GOEL & CO.


(Registration No.: 000517N)

sd/- sd/- sd/-

VAIBHAV JAIN SANJIB NANDA RAJEEV SINGHAL

PARTNER DIRECTOR DIRECTOR

M. No.: 515700 (DIN : 01045306) (DIN : 02719570)

Place: New Delhi Place: New Delhi Place: Kolkata


Particulars Notes

Equity


Statement of Profit and Loss for the year ended 31st March, 2020


Notes For the Year ended 31st

March, 2020

For the Year ended 31st

March 2019

I REVENUE

Revenue from operations - -

Other income - -

Total Revenue (I) - -

II EXPENSES

Other expenses 6 37,518 55,946

Total expenses (II) 37,518 55,946

III Profit before exceptional items and tax (I-II) (37,518) (55,946)

IV Exceptional Items

V Profit/(loss) before tax (III-IV) (37,518) (55,946)

VI Tax expense:

(1) Current Tax - -

(2) Deferred Tax - -

VII Profit/ (loss) for the period / year (V+VI) (37,518) (55,946)

VIII Other Comprehensive Income - -

IX Total Comprehensive Income (VII+VIII) (37,518) (55,946)

Earnings per equity share 7

(1) Basic earnings per share -0.75 -1.12

(2) Diluted earnings per share -0.75 -1.12






sd/- sd/- sd/-



M. No.: 515700 (DIN : 01045306) (DIN : 02719570)



Particulars


Statement of Change in Equity for the Period ended 31st March, 2020


(a) Equity Share Capital

Equity shares of Rs. 10 each issued,

subscribed and fully paidNo of Shares Share Capital

At 1 April 2019 50,000 5,00,000

At 31st March, 2020 50,000 5,00,000

At 1 April 2018 50,000 5,00,000

At 31 March 2019 50,000 5,00,000

(b) Other equity

Reserves and

surplus

Retained

Earning

Total

Note 4 Note 4

As at April 01, 2018 (1,20,646) - (1,20,646)

Profit for the period (55,946) - (55,946)

Other Comprehensive Income - - -

Total Comprehensive Income (55,946) - (55,946)

Cash Dividend - - -

Redemption premium - - -

Dividend distribution tax - - -

Transfer to general reserve - - - At March 31, 2019 (1,76,592) - (1,76,592)

Profit for the period (37,518) - (37,518)

Other Comprehensive Income - - -

Total Comprehensive Income (37,518) - (37,518)

Cash Dividend - - -

Dividend distribution tax - - -

Transfer to general reserve - - - At March 31, 2020 (2,14,110) - (2,14,110)






sd/- sd/- sd/-



M. No.: 515700 (DIN : 01045306) (DIN : 02719570)



Items of Other

Comprehensive

Income


Statement of Cash Flow for the Year ended 31st March, 2020


Particulars Notes For the Year ended

31st March, 2020

For the Year ended

31st March 2019

A Cash Flow from Operating Activities

1 Profit Before Tax

Profit before tax from continuing operations (37,518) (55,946)

2 Adjustments for :

3 Operating Profit before Working Capital Changes (1+2)

(37,518) (55,946)

4 Change in Working Capital:

(Excluding Cash & Bank Balances)

Trade and Other Payables - (43,045)

Change in Working Capital - (43,045)

5 Cash Generated From Operations (3+4) (37,518) (98,991)

6 Less : Taxes paid

7 Net Cash Flow from Operating Activities (5-6) (37,518) (98,991)

B Cash Flow from Investing Activities:

Net Cash Generated/(Used) in Investing Activities: - -

C Net Cash Flow From Financing Activities:

Net Cash Generated/(Used) from Financing Activities: - -

D Net Change in Cash & cash equivalents (37,518) (98,991)

(A+B+C)

E - 1 Cash & cash equivalents as at end of the Year 3,03,590 3,41,108

E - 2 Cash & cash equivalents as at the beginning of Year 3,41,108 4,40,099

NET CHANGE IN CASH & CASH EQUIVALENTS (E 1-2) (37,518) (98,991)

Cash & cash equivalents comprises:-

Bank Balances - Current account 3,00,370 3,37,888

Cash Balances, Including Imprest 3,220 3,220

3,03,590 3,41,108

Reconciliation of cash and cash equivalents

Cash & cash equivalents as per statement of cash flows 3,03,590 3,41,108

Adjustment: Cash credit/ Bank overdraft - -

Cash & cash equivalents as per Balance sheet 3,03,590 3,41,108






sd/- sd/- sd/-



M. No.: 515700 (DIN : 01045306) (DIN : 02719570)




Notes to the Financial Statements for the Year ended 31st March, 2020


2 Cash and cash equivalent

As at As at


a) Balance with banks

A - In current accounts 3,00,370 3,37,888

b) Cash on hand 3,220 3,220

3,03,590 3,41,108

As at As at


a) Balance with banks

A - In current accounts 3,00,370 3,37,888

b) Cash on hand 3,220 3,220

3,03,590 3,41,108

For the purpose of the statement of cash flows, cash and cash equivalents comprise the following:

Particulars

Particulars




3 Share Capital

As at As at

31st March,

2020

31st March

2019

a) Authorised Share Capital

i) Equity share capital

1,00,000 (March 31, 2019: 1,00,000) equity shares of Rs. 10/- each 10,00,000 10,00,000

Total 10,00,000 10,00,000

b) Issued capital

Equity share capital

50,000 (March 31, 2019: 50,000) equity shares of Rs. 10/- each 5,00,000 5,00,000

5,00,000 5,00,000

c) Subscribed and paid up capital

Equity share capital

50,000 (March 31, 2019: 50,000) equity shares of Rs. 10/- each 5,00,000 5,00,000

5,00,000 5,00,000

d) Reconciliation of number of shares outstanding and the amount of

share capital

i) Equity share capital

Number of

shares

Amount Number of

shares

Amount

Shares outstanding at the beginning of the year 50,000 5,00,000 50,000 5,00,000

Shares issued during the year - - - -

Shares bought back during the year - - - -

Shares outstanding at the end of the year 50,000 5,00,000 50,000 5,00,000

e) Rights, preferences and restrictions attached to the equity shares

f) Details of the Shareholders holding more than 5% share in the Company

ParticularsNumber of

shares held% of holding

Number of

shares held% of holding

Equity shares of INR 10/- each fully paid up

Tata Steel BSL Limited (Formerly known as Bhushan Steel Limited)* 49,990 99.98% 49,990 99.98%

*Including Nominees Shares

Particulars

As at As at

Particulars



The Company has only one class of equity share having a par value of INR 10/- each per share. Each shareholder is eligible for one vote for

every share held and are entitled to dividend declared from time to time.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after

distribution of all preferential amounts, in proportion to their shareholding.




4 Other Equity

Particulars Amount

a) Retained earnings

At 01 April 2018 (1,20,646)

Profit/(loss) during the period (55,946)

At 31 March 2019 (1,76,592)

Profit/(loss) during the period (37,518)

Closing balance (2,14,110)




5 Other Financial liabilities

As at As at


Creditor for other Liabilities

Dues of Micro, Small and Medium Enterprises - -

Dues to others 17,700 17,700

A 17,700 17,700

Particulars

Current




6 Other Expenses

For the year ended For the year ended


Accounting Charges - -

Rates and taxes 2,000 8,400

Legal and professional charges 17,110 28,480

Payment to Auditors:

Statutory Audit fees 17,700 17,700

Bank Charges 708 1,366

Total 37,518 55,946

Particulars




7 Earning per share


Profit attributable to equity holders for basic earnings (37,518) (55,946)

Dilution effect - -

Profit attributable to equity holders adjusted for dilution effect (37,518) (55,946)

50,000 50,000

Earning Per Share

Basic -0.75 -1.12Diluted -0.75 -1.12

8 Employee benefits

There is no employee, hence no provision is required for retirement benefits.

9 Dues to Micro, Small and Medium Enterprises

10 Related party disclosures

A Relationship

i) Ultimate Holding Company

Tata Steel Limited

ii) Holding Company

Tata Steel BSL Limited (Formerly known as Bhushan Steel Limited)

iii) Fellow Subsidiary

Bhushan Steel Australia Pty Ltd

Bowen Energy Ltd.

Bowen Coal Pty Ltd

Bowen Consolidated Pty Ltd.

Bhushan Steel (South) Ltd

Bhushan Steel Madhya Bharat Ltd

Angul Energy Limited (Formerly known as Bhushan Energy Ltd.)

B There are no related party transactions as identified by the company during the period and relied upon by the auditors. There are no dues payable or

recoverable from related parties as at 31st March 2020 or at any time during the period.

Basic and Diluted EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the company by the weighted average

number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the company by the weighted average number of Equity shares

outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity

shares into Equity shares.

* There have been no other transactions involving Equity shares or potential Equity shares between the reporting date and the date of authorisation of

these financial statements.

To the extent of information available with the company, no amount is due under Micro, Small and Medium Enterprises Development Act 2006.

Names of related parties and description of relationship

The following reflects the income and share data used in the basic and diluted EPS computations:

Particulars

Weighted Average number of equity shares used for computing Earning Per Share (Basic &

Diluted) *




11 Significant accounting judgements, estimates and assumptions

JUDGEMENTS

ESTIMATES AND ASSUMPTIONS

12 Financial Instruments & Financial risk management objectives and policies

i. Categories of Financial Instruments

As at As at

31st March,

2020

31st March

2019

Financial assets

Cash and cash equivalents 3,03,590 3,41,108

Financial liabilities

Other Financial liabilities 17,700 17,700

ii.

The table below summarises the maturity profile of the Company's financial liabilities based on contractual undiscounted payments

Year Ended 31st March 2020

On demand Less than 3 months 3 to 12 months 1 to 5 years >5 years Total

Trade and other payables 17,700 17,700

Year ended 31st March 2019

On demand Less than 3 months 3 to 12 months 1 to 5 years >5 years Total

Trade and other payables 17,700 17,700

a. Interest rate risk

The Company has not borrowed or lended any funds. Therefore exposure to interest rate risk is insignificant.

b. Foreign currency risk

c. Price risk

The Company does not have any risk from changes in commodities prices or equity prices.

The Company has no outstanding exposure in foreign currency at the end of the reporting period.

Therefore exposure to foreign currency risk is insignificant.

C. Market Risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient

liquidity and ensure that funds are available for use as per requirements. The Company manages liquidity risk by maintaining adequate reserves, banking

facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial

assets and liabilities.

Financial Risk Management Framework

A. Credit Risk

The Company’s principal financial liabilities, other than derivatives, comprise creditors for other liabilities . The main purpose of these financial liabilities is

to finance the Company’s operations. The Company’s principal financial assets include cash and cash equivalents that derive directly from its operations.

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk

encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by

analyzing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals

for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, investments, derivative financial

instruments, cash and cash equivalents, bank deposits and other financial assets. None of the financial instruments of the Company result in material

concentration of credit risk.

Financial instruments and cash deposits

The preparation of the company’s financial statements requires management to make judgements, estimates and assumptions that affect the reported

amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about

these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future

periods.

In the process of applying the company’s accounting policies, management has made judgements, which does not have significant effect on the amounts

recognised in the financial statements.

Existing circumstances and assumptions about future developments, may change due to market changes or circumstances arising that are beyond the

control of the company. Such changes are reflected in the assumptions when they occur. The company has not made any major estimates and

assumptions which may affect the carrying amounts of assets and liabilities in future periods.

B. Liquidity Risk

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy.

Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits

are reviewed by the Company’s Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the authorised

person. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make

payments.




13 Capital Management

At 31st March, 2020 At 31 March 2019

Trade and other payables

Less: Cash and short term deposits

Net debts/(Surplus) (2,85,890) (3,23,408)

Equity

Other Equity

Total Capital

Capital and net debt

Gearing ratio（%)

14 Fair value measurement

Particulars Measured At Level of Input As at As at


Financial assets

Cash and cash equivalents Amortised Cost - 3,03,590 3,41,108


Other Financial liabilities Amortised Cost - 17,700 17,700

15 Contingent Liabilities & Capital Commitments

There are no contingent liabilities or obligation towards capital contributions as at 31st March, 2020.

16 Previous year figures have been regrouped/rearranged wherever necessary to make them comparable in line with current period figures.

In terms of report attached




sd/- sd/- sd/-



M. No.: 515700 (DIN : 01045306) (DIN : 02719570)



The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties,

other than in a forced or liquidation sale.

The management assessed fair value of cash and cash equivalents and other financial liabilitiesapproximate to their carrying amounts largely due to the short-term

maturities of these instruments.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the

interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call

loans and borrowings. However, the company does not have any interest-bearing loans and borrowing in the current period.

No changes were made in the objectives, policies or processes for managing capital during the period / year ended 31 March 2020 and 31 March 2019.

For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders

of the parent. The primary objective of the Company’s capital management is to maximise the shareholder value.

17,700

3,03,590

17,700

3,41,108

5,00,000

0.0%

2,85,890

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain

or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors

capital using a gearing ratio, which is net debt divided by total capital plus net debt.

-

0.0%

-

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the

interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call

loans and borrowings. However, the company does not have any interest-bearing loans and borrowing in the current period.

(1,76,592)

5,00,000

(2,14,110)

3,23,408


Notes to Financial Statements

Note 1

A) Company Information

Bhushan Steel (Orissa) Limited (“The Company”) is a public limited company incorporated in

India under the provisions of Companies Act. The address of registered office is The Mire

Corporate Suites, Ground Floor, Block A & O, Old Ishwar Nagar, New Delhi-110065 India. The

Principal activities of the company as per the Memorandum and Article of Association are to

establish various types of Steel plants. The Company is a subsidiary of Tata Steel BSL Limited.

The financial statements for the year ended March 31, 2020 were approved by the Boards of

Directors.

B) Significant Accounting Policies

I) Statement of Compliance

These financial statements have been prepared in accordance with Indian Accounting

Standards (Ind AS) notified under section 133 of the Companies Act, 2013. The financial

statements have also been prepared in accordance with the relevant presentation

requirements of the Companies Act, 2013

II) Basis of preparation

The financial statements have been prepared on a historical cost basis, except certain assets

and liabilities measured at fair value, wherever applicable.

All assets and liabilities have been classified as current or non-current as per the Company’s

normal operating cycle and other criteria set out in Ind AS 1 ‘Presentation of Financial

Statements’ and Schedule III to the Companies Act, 2013.

Accounting policies have been applied consistently to all periods presented in these

financial statements.

The financial statements are presented in Rs. and all values are rounded to the nearest Rs.,

except when otherwise indicated.

III) Use of estimates and judgements

The preparation of financial statements in conformity with IND AS requires the

management to make judgements, estimates and assumptions that effect the reported

amounts of revenues, expenses, assets and liabilities and the disclosure of contingent

liabilities, at the end of the reporting period. Although these estimates are based on the

management’s best knowledge of current events and actions, uncertainty about these

assumptions and estimates could result in the outcomes requiring a material adjustment to

the carrying amounts of assets or liabilities in future periods.

IV) Revenue recognition

A customer of the Company is a party that has contracted with the Company to obtain

goods or services that are an output of the Company’s ordinary activities in exchange for

consideration. The core principle of recognizing revenue from contracts with customers is

that the Company recognizes revenue to depict the transfer of promised goods and

services to customers in an amount that reflects the consideration to which the Company

expects to be entitled in exchange for those goods or services.

At contract inception, the Company assesses the goods or services promised in a contract

with a customer to identify as a performance obligation each promise to transfer to the

customer either a good or service (or a bundle of goods or services) that is distinct; or a

series of distinct goods or services that are substantially the same and that have the same

pattern of transfer to the customer.

The Company considers the terms of the contract and its customary business practices to

determine the transaction price. The transaction price is the amount of consideration to

which the Company expects to be entitled in exchange for transferring promised goods or

services to a customer, excluding amounts collected on behalf of third parties (for

example, indirect taxes). The consideration promised in a contract with a customer may

include fixed amounts, variable amounts, or both.

If there is variable consideration, the Company includes in the transaction price some or

all of that amount of estimated variable consideration only to the extent that it is highly

probable that a significant reversal in the amount of cumulative revenue recognised will

not occur when the uncertainty associated with the variable consideration is subsequently

resolved.

In determining the transaction price, the Company adjusts the promised amount of

consideration for the effects of the time value of money if the timing of payments agreed

to by the parties to the contract (either explicitly or implicitly) provides the customer or

the Group with a significant benefit of financing the transfer of goods or services to the

customer.

The transaction price is allocated by the Company to each performance obligation (or

distinct good or service) in an amount that depicts the amount of consideration to which it

expects to be entitled in exchange for transferring the promised goods or services to the

customer.

For each performance obligation identified, the Company determines at contract

inception whether it satisfies the performance obligation over time or satisfies the

performance obligation at a point in time. If an entity does not satisfy a performance

obligation over time, the performance obligation is satisfied at a point in time

For each performance obligation satisfied over time, the Company recognises revenue

over time by measuring the progress towards complete satisfaction of that performance

obligation. The progress towards complete satisfaction is measured using appropriate

methods which include input and output methods.

The Company recognises as an asset the incremental costs of obtaining a contract with a

customer if it expects to recover those costs. However, as a practical expedient, the

incremental costs of obtaining a contract are recognized as an expense when incurred if

the amortisation period of the asset otherwise would have been one year or less.

The costs to fulfil a contract are recognized as an asset if the costs relate directly to a

contract or to an anticipated contract that the Company can specifically identify; the costs

generate or enhance resources of the Company that will be used in satisfying

performance obligations in the future; and the costs are expected to be recovered.

The following specific revenue recognition criteria must also be met before revenue is

recognized:

Dividends

Dividend on Investments is accounted for as and when the right to receive the same is

established.

Interest

Interest Income is recognised on accrual basis.

V) Property, Plant and Equipment

Tangible assets (except freehold land which is carried at cost) are carried at cost of

acquisition or construction in the year of capitalization less accumulated depreciation and

accumulated impairment losses, if any The cost comprises its purchase price, including

import duties, directly attributable costs of bringing an asset to working condition and

location for its intended use, including borrowing costs relating to the qualifying asset over

the period up to the date the asset is ready to commence commercial production in the

manner intended by management and initial estimated costs of dismantling, removing the

item and restoring the site on which it is located, if any. Adjustments arising from exchange

rate variations relating to long term monetary items attributable to the depreciable tangible

assets are capitalized.

Depreciation on property, plant and equipment (Fixed Assets) is provided to the extent of

Depreciable amount on straight line method based on useful life of the assets as prescribed

in Schedule II to the Companies Act, 2013.

Individual assets costing Rs. 5,000/- or less are depreciated in full, in the year of purchase.

Depreciation on incremental cost arising on account of translation of foreign currency

liabilities for acquisition of fixed assets is provided as aforesaid over the residual life of the

respective assets. Depreciation includes multiple shift allowance where applicable.

VI) Impairment of non-financial assets

The carrying amount of assets is reviewed at each balance sheet date for any indication of

impairment based on internal/external factors. An asset is impaired when the carrying

amount of the asset exceeds the recoverable amount. An impairment loss is charged to the

statement of profit and loss in the year in which an asset is identified as impaired.

VII) Borrowing Costs

Interest and other costs in connection with borrowing of funds to the extent related /

attributed to the acquisition / construction of qualifying assets are capitalised upto the date

when such assets are ready for its intended use and other borrowing cost are charged to

statement of profit and loss.

VIII) Cash and Cash Equivalents

Cash and cash equivalents in the cash flow statement comprise cash at banks and on hand

and short-term deposits with an original maturity of three months or less, which are subject

to an insignificant risk of changes in value.

IX) Provision and contingent liability

Provisions are recognised when the Company has a present obligation (legal or constructive)

as a result of a past event, it is probable that the Company will be required to settle the

obligation, and a reliable estimate can be made of the amount of the obligation.

Contingent liabilities are disclosed in the financial statements unless possibility of an

outflow of resources embodying economic benefit is remote. Contingent assets are disclosed

in the financial statements when an inflow of economic benefits is probable. Show cause

notices issued by various Government Authorities are not considered as obligation. When

the demand notices are raised against such show cause notices and are disputed by the

Company then these are classified as possible obligation based on judgements of the

management after due consideration of the facts and circumstances.

X) Employee Benefits

Provision of retirement benefits is made as and when the employees become entitled to such

benefits.

XI) Income taxes

Income tax comprises current and deferred tax.

Current income tax

The current charge for income tax is calculated in accordance with the relevant tax

regulations applicable to the company.

Advance taxes and provisions for current income taxes are presented in the balance sheet

after off-setting advance tax paid and income tax provision arising in the same tax

jurisdiction and the company intends to settle the assets and liabilities on a net basis

Deferred taxes

Deferred income tax is recognized using the balance sheet approach. Deferred income tax

assets and liabilities are recognized for deductible and taxable temporary differences arising

between the tax base of assets and liabilities and their carrying amount in financial

statements.

Deferred tax assets are recognised for the future tax consequences to the extent it is probable

that future taxable profits will be available against which the deductible temporary

differences can be utilised.

Deferred tax assets and liabilities are offset when there is legally enforceable right to offset

current tax assets and liabilities and when the deferred tax balances relate to the same

taxation authority. Current tax assets and tax liabilities are offset where the entity has a

legally enforceable right to offset and intends either to settle on net basis, or to realize the

asset and settle the liability simultaneously.

Deferred tax assets & liabilities are measured using the tax rates and tax laws that have been

enacted or substantively enacted at the balance sheet date.

XII) Earnings per share

The Company presents basic and diluted earnings per share (“EPS”) data for its common

equity shares. Basic EPS is calculated by dividing the profit or loss attributable to common

shareholders of the Company by the weighted average number of common shares

outstanding during the period. Diluted EPS is determined by adjusting the profit or loss

attributable to common shareholders and the weighted average number of common equity

shares outstanding, for the effects of all dilutive potential common shares from the

conversion of the convertible debentures.

XIII) Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a

financial liability or equity instrument of another entity.

Financial assets and financial liabilities are recognised when a company becomes a party to

the contractual provisions of the instruments.

i. Initial recognition and measurement

Financial assets and financial liabilities are initially measured at fair value. Transaction

costs that are directly attributable to the acquisition or issue of financial assets and financial

liabilities (other than financial assets and financial liabilities at fair value through profit or

loss) are added to or deducted from the fair value of the financial assets or financial

liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the

acquisition of financial assets or financial liabilities at fair value through profit or loss are

recognised immediately in profit or loss.

ii. Subsequent measurement

Financial Assets

All regular way purchases or sales of financial assets are recognised and derecognised on a

trade date basis. Regular way purchases or sales are purchases or sales of financial assets

that require delivery of assets within the time frame established by regulation or convention

in the marketplace.

All recognised financial assets are subsequently measured in their entirety at either

amortised cost or fair value, depending on the classification of the financial assets.

At Amortised Cost

Financial assets are subsequently measured at amortised cost using the Effective Interest

Rate method (EIR) if these financial assets are held within a business whose objective is to

hold these assets in order to collect contractual cash flows and the contractual terms of the

financial asset give rise on specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

Amortised cost is calculated by taking into account any discount or premium on acquisition

and fees or costs that are an integral part of the EIR. The EIR amortisation is included in

finance income in the profit or loss. The losses arising from impairment are recognised in

the profit or loss. This category generally applies to bank deposits, loans and other financial

assets.

At fair value through other comprehensive income (FVTOCI)

A financial asset is measured at FVTOCI if it is held within a business model whose

objective is achieved by both collecting contractual cash flows and selling financial assets

and the contractual terms of the financial asset give rise on specified dates to cash flows that

are solely payments of principal and interest on the principal amount outstanding.

Financial assets at fair value through profit or loss (FVTPL)

Financial assets are measured at fair value through profit or loss unless it is measured at

amortised cost or at FVTOCI on initial recognition.

Impairment of financial assets

In accordance with Ind-AS 109, the Company applies Expected Credit Loss (ECL) model

for measurement and recognition of impairment loss on the financial assets and credit risk

exposure.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as

income/ expense in the statement of profit and loss (P&L). This amount is reflected under

the head ‘other expenses’ in the P&L. In balance sheet, ECL is presented as an allowance,

i.e., as an integral part of the measurement of financial assets.

Derecognition

The Company derecognises a financial asset when the contractual rights to the cash flows

from the asset expire, or when it transfers the financial asset and substantially all the risks

and rewards of ownership of the asset to another party.


All financial liabilities are subsequently measured at amortised cost using the effective

interest method except those measured at FVTPL.

Financial liabilities are measured at amortised cost using the effective interest rate method

(EIR). Gains and losses are recognised in profit or loss when the liabilities are derecognised

as well as through the EIR amortisation process. Amortised cost is calculated by taking into

account any discount or premium on acquisition and fees or costs that are an integral part of

the EIR. The EIR amortisation is included as finance costs in the statement of profit and

loss. This category applies to trade and other payables.

Financial liabilities that arise when a transfer of a financial asset does not qualify of

derecognition or when the continuing involvement approach applies, financial guarantee

contracts issued by the company are measured at FVTPL.

XIV) Fair value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in

an orderly transaction between market participants at the measurement date. The fair value

measurement is based on the presumption that the transaction to sell the asset or transfer the

liability takes place either in the principal market for the asset or liability or in the absence

of a principal market, in the most advantageous market for the asset or liability.

All assets and liabilities for which fair value is measured or disclosed in the financial

statements are categorised within the fair value hierarchy, described as follows, based on the

lowest level input that is significant to the fair value measurement as a whole:

► Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or

liabilities.

► Level 2 - Valuation techniques for which the lowest level input that is significant to the

fair value measurement is directly or indirectly observable.

► Level 3 - Valuation techniques for which the lowest level input that is significant to the

fair value measurement is unobservable.

XV) Accounting standards or amendments in the accounting standards adopted on/from

April 1, 2019:

Ind AS 116, Leases:

On March 30, 2019, Ministry of Corporate Affairs ("MCA") has notified the Ind AS 116,

Leases which has replaced Ind-AS 17 “Leases”. This new standard specifies how to

recognize, measure, present and disclose leases. The standard provides a single lessee

accounting model, requiring lessees to recognize assets and liabilities for all leases unless the

lease term is 12 months or less or the underlying asset has a low value.

Adoption of this standard have no impact on the financial statements of the Company as there

is no lease as per Ind AS 116 in the company

On March 30, 2019, Ministry of Corporate Affairs ("MCA") has notified Appendix C to Ind-

AS 12 Income taxes - “Uncertainty over Income Tax Treatments”. This interpretation

addresses the determination of taxable profit (tax loss), tax bases, unused tax losses, unused

tax credits and tax rates when there is uncertainty over income tax treatments under Ind-AS

12. The Company adopted the following amendments which did not have any material impact

on the financial statements of the Company.

Further, there has been amendments in relevant paragraphs in Ind-AS 12 "Income Taxes"

which clarifies that an entity shall recognize the income tax consequences of dividends in

profit or loss, other comprehensive income or equity according to where the entity originally

recognized those past transactions or events in accordance with Ind-AS 109. The Company

adopted the following amendments which did not have any impact on the financial statements

of the Company.

Further on March 30, 2019, Ministry of Corporate Affairs ("MCA") issued an amendment to

Ind-AS 109 in respect of prepayment features with negative compensation, which amends the

existing requirements in Ind-AS 109 regarding termination rights in order to allow

measurement at amortized cost (or, depending on the business model, at fair value through

other comprehensive income) even in the case of negative compensation payments. The

Company adopted the following amendments which did not have any impact on the financial

statements of the Company.

Further on March 30, 2019, Ministry of Corporate Affairs ("MCA") issued an amendment to

Ind-AS 23 "Borrowing Costs" clarifies that if any specific borrowing remains outstanding

after the related asset is ready for its intended use or sale, that borrowing becomes part of the

funds that an entity borrows generally when calculating the capitalization rate on general

borrowings. The Company adopted the following amendments which did not have any

material impact on the financial statements of the Company.

There is no recent accounting pronouncements effective for annual periods beginning on

or after April 1, 2020 on the date of signing of financial statement.




NOTICE

NOTICE IS HEREBY GIVEN THAT THE 10th ANNUAL GENERAL MEETING OF THE MEMBERS OF BHUSHAN STEEL (ORISSA) LIMITED WILL BE HELD ON TUESDAY, THE 29TH DAY OF DECEMBER 2020 AT 3:30 P.M. (IST) THROUGH TWO WAY VIDEO CONFERENCING (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”) TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:

Item No. 1 – Adoption of Audited Financial Statements

To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year

ended March 31, 2020 together with the Reports of the Board of Directors and the Auditors thereon.

Item No. 2 – Re-appointment of a Director

To appoint a Director in place of Mr. Sanjib Nanda (DIN: 01045306), who retires by rotation in terms of Section

152(6) of the Companies Act, 2013, and being eligible, seeks re-appointment.

Item No. 3 – Appointment of Statutory Auditor

To consider and if thought fit to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 140, 142 and other applicable provisions, if

any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as may be

applicable, M/s Singhi & Co, Chartered Accountants (Firm Registration No.302049E), be and are hereby

appointed as statutory auditors of the Company, in place of retiring the auditors, M/s Mehra Goel & Co.,

Chartered Accountants (Firm Registration No. 000517N), for a period of 5 years from the conclusion of this

Annual General Meeting until the conclusion of the 15th Annual General Meeting to be held in the year

2025, to examine and audit the accounts of the Company at such remuneration plus applicable taxes and

out of pocket expenses, as may be mutually agreed upon between the Board of Directors and the Auditors.

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts,

deeds, matters and things as may be considered necessary, desirable and expedient to give effect to this

Resolution and /or otherwise considered by them to be in the best interest of the Company.”





SPECIAL BUSINESS:

Item No. 4 – Change in the name of the Company and consequent amendments in the Memorandum

and Articles of Association of the Company

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section(s) 4, 13, 14, 15 and other applicable provisions of

the Companies Act, 2013 (‘Act’) read with applicable Rules framed thereunder including any statutory

modification(s), amendment(s) or re-enactment(s) thereof, or any other applicable law(s) regulation(s),

guidelines(s), for the time being in force, and subject to the approvals, consents, sanctions and permissions

of the Central Government (power delegated to Registrar of Companies), any other regulatory /statutory

authority and such other approvals and permissions as may be required, the consent of the Members of the

Company be and is hereby accorded to change the name of the Company from “Bhushan Steel (Orissa)

Limited” to “Tata Steel Support Services Limited’ or “Tata Steel Resource Services Limited” or “Tata

Steel Utility Services Limited” or to such other name as may be approved by the Registrar of Companies,

Central Registration Centre (“CRC”).

RESOLVED FURTHER THAT pursuant to Section(s) 13, 14 and other applicable provisions, if any, of the

Act, and consequent to the change of the name of the Company, the name “Bhushan Steel (Orissa)

Limited” wherever it appears in the Memorandum and Articles of Association of the Company be

substituted by the new name “Tata Steel Support Services Limited’ or “Tata Steel Resource Services

Limited” or “Tata Steel Utility Services Limited” or such other name as may be approved by the

Registrar of Companies, CRC.”

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the

“Board”, which term shall deem to include any of its duly constituted Committee) or any

officer/executive/representative and/or any other person so authorized by the Board, be and is hereby

authorized, severally, to accept any other name approved by the relevant statutory authority and seek

approval for the change in name of the Company accordingly without any further reference to the Members

for their approval.

“RESOLVED FURTHER THAT the Board of Directors (which term includes a duly constituted Committee of

the Board of Directors) be and is hereby authorised to do all such acts, deeds, matters and things as may

be considered necessary, desirable and expedient to give effect to this Resolution and /or otherwise

considered by them to be in the best interest of the Company.”

NOTES:

1. The Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the business under

Item No. 3 and 4 forms part of this Notice. Additional information, pursuant to the Secretarial Standard

on General Meetings (‘SS-2’) issued by the Institute of Company Secretaries of India in respect of

Director(s) seeking appointment/re-appointment at the Annual General Meeting is furnished as an

annexure to the Notice.





2. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed.

The Annual General Meeting (‘AGM’ or ‘Meeting’) of the Company is scheduled to be held on

Tuesday, December 29, 2020, at 3:30 p.m. (IST) through two-way Video Conferencing (‘VC’) / other

Audio – Visual Means (‘OAVM’) in compliance with the applicable provisions of the Companies Act,

2013 (‘Act’) and rules thereunder [including any statutory modification(s), amendment(s) or re-

enactment(s) thereof for the time being in force] read with General Circular No. 14/2020 dated April 8,

2020 and General Circular No. 17/2020 dated April 13, 2020, in relation to “Clarification on passing of

ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made

thereunder on account of the threat posed by Covid-19” and General Circular No. 20/2020 dated May

5, 2020, in relation to “Clarification on holding of annual general meeting (AGM) through video

conferencing (VC) or other audio visual means (OAVM)” issued by the Ministry of Corporate Affairs,

Government of India (hereinafter collectively referred to as the “MCA Circulars”). The AGM through

VC/OAVM facility does not require physical presence of Members at a common venue. The deemed

venue for the AGM shall be the Registered Office of the Company i.e., Ground Floor, Mira Corporate

Suites, Plot No. 1&2, Ishwar Nagar, Mathura Road, New Delhi – 110065.

3. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to

appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the

Company. Since this AGM is being held pursuant to the MCA Circulars through VC, physical

attendance of Members has been dispensed with. Accordingly, the facility for appointment of

proxies by the Members will not be available for the AGM and hence the Proxy Form and

Attendance Slip are not annexed to this Notice.

4. Corporate Members intending to appoint their authorized representatives to attend the AGM pursuant

to Section 113 of the Act, are requested to send a certified true copy of the Board Resolution to the

Company at [email protected] authorizing their representative to attend and vote on their behalf

at the Meeting.

5. Members can join the AGM in the VC mode 30 minutes before and 15 minutes after the scheduled

time of the commencement of the Meeting.

6. The attendance of the Members attending the AGM through VC will be counted for the purpose of

reckoning the quorum under Section 103 of the Companies Act, 2013.

7. Voting at the AGM shall be carried out through poll or show of hands by Members.

8. If a poll is demanded under Section 109 of the Act, the designated email id of the Company viz.

[email protected] will be used for voting purposes.

9. In case of joint holders, the Member whose name appears as the first holder in the order of the names

as per the Register of Members of the Company will be entitled to vote at the Meeting.







10. This AGM Notice alongwith the Annual Report and Annual Accounts for FY 2019-20 (‘Annual

Report’) is being sent by e-mail only to those eligible Members who have already registered their e-

mail address with the Company / Depositories. Members may note that the Notice and Annual Report

will also be available on the Company’s website at www.tatasteelbsl.co.in

11. The manner in which Members can participate in the AGM is given hereunder:

i) Members will be provided with a facility to attend the AGM through VC using ‘Microsoft Teams’’,

which is a two-way Video-conferencing facility. The weblink for the same is being sent to the

Members on their registered e-mail address along with the notice of the AGM and Annual Report for

Financial Year 2019-20.

ii) Members are encouraged to join the Meeting through laptops having webcam for better experience.

iii) Further, Members will be required to allow camera and use Internet with a good speed to avoid any

disturbance during the Meeting.

iv) Please note that participants connecting from mobile devices or tablets or through laptop

connecting via Mobile Hotspot may experience audio/video loss due to fluctuation in their respective

network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of

aforesaid glitches.

v) Members who would like to express their views/ask questions during the AGM may send their

questions in advance mentioning their name, demat account number/folio number, email id, mobile

number to reach the Company’s e-mail address at [email protected] on or before 3.00 p.m.

(IST) on Friday, December 25, 2020.

12. In case of any queries with respect to joining the meeting, the Members may write to the Company at

[email protected] or call at +91 11 3919 4000 or +91 98739 36034 (Mr. Rupesh Purwar for

support other than IT related issues) or +91 98991 95921 (Mr. Virat Dhir – IT support) before or during

the meeting.

13. Members are requested to intimate changes, if any, pertaining to their name, postal address, email

address, telephone/mobile number, Permanent Account Number, mandates, nominations, power of

attorney, bank details such as, name of the bank and branch details, bank account number, MICR

code, IFSC code, etc., to their respective DPs in case the shares are held in electronic form and to the

Company’s RTA, in case the shares are held in physical form.

14. The Register of Directors and Key Managerial Personnel and their shareholding and Register of

Contracts or Arrangements in which the Directors are interested and all relevant documents referred to

in the Notice, shall be available for on-line inspection by the Members of the Company, without

payment of fees upto and including the date of AGM. Members desirous of inspecting the same may

send their requests at [email protected] from their registered e-mail addresses mentioning their

names and folio numbers/DP ID and Client ID.









15. This Meeting is being called at a shorter notice than the statutory required minimum of 21 clear days.

Pursuant to the provisions of Section 101 of the Act, a general meeting may be called after giving a

shorter notice if consent is given in writing or by electronic mode by not less than ninety-five per cent of

the Members, entitled to vote at the Meeting. The Members are accordingly requested to give their

consent in the format enclosed to hold the meeting at a shorter notice.

Registered Office:

Ground Floor, Mira Corporate Suites

Plot No. 1 & 2, Ishwar Nagar, Mathura Road,

New Delhi -110065

Tel: 91-11-39194000 Fax: 91-11-41010050

Email: [email protected]

Website: www.tatasteelbsl.co.in

CIN: U93000DL2010PLC202028

December 21, 2020

Kolkata

By Order of the Board of Directors

Sd/-

Rajeev Singhal Chairman

(DIN: 02719570) 5AB, 21B, Belvedere Road Alipore, Kolkata – 700027








STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013, AS AMENDED (‘ACT’)

The following Statement sets out all material facts relating to Item Nos. 3 and 4 mentioned in the

accompanying Notice.

ITEM NO. 3:

The Members of the Company at their Annual General Meeting held on September 29, 2015 had approved

the appointment of M/s Mehra Goel & Co, Chartered Accountants (Firm Registration No. 000517N) as the

Statutory Auditors of the Company for a period of 5 years commencing from the conclusion of the 5 th

Annual General Meeting held on September 29, 2015 until the conclusion of the 10 th Annual General

Meeting of the Company.

The Company is in receipt of a Special Notice dated December 11, 2020 from its shareholder, Tata Steel

BSL Limited (‘TSBSL’) under Section 140(4) of the Companies Act, 2013, proposing passing of a resolution

for the appointment of M/s Singhi & Co, Chartered Accountants (Firm Registration No.302049E) as the

Statutory Auditors of the Company to hold office for a period of 5 years, commencing from the conclusion of

the ensuing 10th Annual General Meeting until the conclusion of the 15th Annual General Meeting of the

Company to be held in the year 2025, in place of the retiring auditors of the Company, M/s Mehra Goel &

Co., Chartered Accountants.

M/s. Singhi & Co, Chartered Accountants, have expressed their consent for their said appointment and

have also confirmed that their appointment, if made, would be within the limits specified under

Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified from being

appointed as statutory auditors of the Company, in terms of the applicable provisions of the Companies Act,

2013 and the rules thereunder.

A copy of the Special Notice received by the Company from its shareholder, TSBSL forms a part of this

Notice.

None of the Directors of the Company and their relatives are concerned or interested, financially or

otherwise in the resolution set out at item No. 3 of the notice.

The Board recommends the resolution set forth in Item No. 3 of the Notice for approval of the Members.

ITEM NO. 4

Bhushan Steel (Orissa) Limited (‘BSOL’/ ‘Company’) is a wholly owned subsidiary of Tata Steel BSL

Limited (‘TSBSL / Holding Company’). Bamnipal Steel Limited, a wholly owned subsidiary of Tata Steel

Limited, acquired the Holding Company on May 18, 2018 through the corporate insolvency resolution

process under the Insolvency and Bankruptcy Code, 2016 (‘the Acquisition’).

Post-Acquisition, the Board of Directors of the Holding Company was re-constituted and a new

management (‘New Management’) was put in place in all the group companies of TSBSL to implement the

Resolution Plan as approved by the National Company Law Tribunal, Principal Bench, New Delhi, vide its

order dated May 15, 2018.

The New Management, in the best interest of the Company, was exploring ways to deploy its resources

towards activities that will create greater value for the Company and the TSBSL group. Accordingly, it was

proposed to amend the main objects clause of the Memorandum of Association to the extent of amending





the main business activity of the Company for undertaking management, supply etc. of manpower

resources thereby shifting from manufacturing category to service category.

The shareholders of BSMBL accorded their approval for the alteration of the main objects clause of the

Memorandum of Association of the Company at the Extraordinary General Meeting of the Company held on

February 10, 2020, by way of a Special Resolution The alteration to the Memorandum of Association was

confirmed by the Ministry of Corporate Affairs on February 27, 2020.

In order to align the name of the Company with the proposed line of business and to give the company an

identity with the Tata Group, it is proposed to change the name of the Company from “Bhushan Steel

(Orissa) Limited” to “Tata Steel Support Services Limited’ or “Tata Steel Resource Services Limited”

or “Tata Steel Utility Services Limited” or to such other name as may be approved by the Registrar of

Companies, Central Registration Centre (“CRC”).

The Board of Directors of the Company, vide Resolution dated October 05, 2020 approved the proposal to

change the name of the Company from “Bhushan Steel (Orissa) Limited” to “Tata Steel Support

Services Limited’ or “Tata Steel Resource Services Limited” or “Tata Steel Utility Services Limited”

or such other name, as may be approved by the Registrar of Companies, CRC, subject to approval by the

Members of the Company and subject to the approvals, consents, sanctions and permissions of the Central

Government (power delegated to Registrar of Companies) and / or any other regulatory /statutory authority

and such other approvals and permissions (including from Tata Sons Pvt. Limited and/or any other Tata

group company) as may be required.

Pursuant to Sections 13 and 14 of the Act, any change in name of the Company and consequent

amendments in the Memorandum and Articles of Association requires approval of the Members of the

Company by way of Special Resolution.

The proposed name change will not affect any rights of the Company or of its shareholders/ stakeholders.

All existing share certificates bearing the current name of the Company will, after the change of name,

continue to be valid for all purposes.

None of the Directors of the Company and their relatives are concerned or interested, financially or

otherwise in the said resolution.

The Board recommends the Special Resolution set forth at Item No. 4 of the accompanying Notice for

approval of the Members.

Registered Office:


Plot No. 1 & 2, Ishwar Nagar, Mathura Road,

New Delhi – 110065

Tel: 91-11-39194000 Fax: 91-11-41010050

Email: [email protected]

Website: www.tatasteelbsl.co.in

CIN: U93000DL2010PLC202028

December 21, 2020

Kolkata

By order of the Board of Directors

Sd/-

Rajeev Singhal

Chairman

(DIN: 02719570) 5AB, 21B, Belvedere Road Alipore, Kolkata – 700027








ANNEXURE TO THE NOTICE

Details of Director seeking re-appointment at the forthcoming Annual General Meeting [Pursuant to Secretarial Standard – 2 on General Meetings]

Name Mr. Sanjib Nanda

Date of Birth/ Age August 28, 1964 / 56 years

Profile

• Mr. Sanjib Nanda is the Chief Financial Officer (‘CFO’) of Tata Steel BSL Limited. Prior to this Mr. Nanda was the CFO of NatSteel Holdings, Singapore (a wholly owned subsidiary of Tata Steel Limited) (‘NatSteel’).

• At NatSteel, Mr. Nanda lead the Finance & Accounts function including Legal and Secretarial for four years and worked closely with the senior leadership team on transformation and long-term strategy.

• Mr. Nanda has lead various Group Finance Functions for over 10 years at Tata Steel Limited like Capital Markets, Treasury, Corporate Finance & Banking, M&A & Insurance and the Finance Transformation Project with an objective of creating a “best in class” globally integrated finance function.

• He has also worked for over a decade in the area of International Sales & Marketing heading the South-

East Asia Region for Tata Steel India and also lead

the Worldwide steel trading business of Tata Steel

Limited.

Nature of expertise in specific

functional areas

• Corporate Strategy

• Acquisitions and finalization of various Joint Ventures

• Corporate Finance and Banking function

• International Business

Date of first appointment on the Board July 06, 2018

Qualifications Chartered Accountant

Experience More than 31 years

Terms and conditions of appointment Non-Executive Director of the Company liable to retire by

rotation.

Details of remuneration sought to be

paid NIL

Last drawn remuneration, if applicable NA





Shareholding in the company held

either himself or on a beneficial basis

for any other persons

NIL

Relationship with other Directors,

Manager and other Key Managerial

Personnel of the company

NIL

The number of meetings of the Board

attended during the Year FY 2019-20) Four (4)

Directorship held in other companies as on date (excluding foreign companies, private companies and Section 8 Companies)

• Angul Energy Limited (formerly Bhushan Energy

Limited)

• Bhushan Steel (South) Limited

• Bhushan Steel Madhya Bharat Limited

• Industrial Energy Limited

Membership/Chairmanship of

Committees of other Companies as on

date

Angul Energy Limited

(formerly known as ‘Bhushan Energy Limited’)

• Audit Committee (Chairman)

Industrial Energy Limited

• Audit Committee (Member)





SPECIAL NOTICE FOR APPOINTMENT OF STATUTORY AUDITOR


Consent of shareholder for shorter notice

[Pursuant to Section 101(1) of the Companies Act, 2013]

To,

The Board of Directors



Plot No 1 & 2, Ishwar Nagar

Mathura Road

New Delhi – 110 065.

Sub: Consent to convene the Annual General Meeting

at a shorter notice on December 29, 2020

I/We ……………………………………………………., R/o …………………………………………

……………………………………………………………………………………………………………

holding ____ (In words ___) Equity Shares of face value of ₹10/- each, representing __ % of

the paid up equity share capital in Bhushan Steel (Orissa) Limited (“BSOL”), hereby give

consent, pursuant to Section 101(1) of the Companies Act, 2013, to hold the 10th Annual

General Meeting of BSOL having its Registered Office at Ground Floor, Mira Corporate Suites

Plot No 1 & 2, Ishwar Nagar Mathura Road New Delhi – 110065 on Tuesday, December 29,

2020 at shorter notice through video conference / other audio visual means

Thanking you

Yours faithfully,

_____________

(Shareholder)

Date:

BHUSHAN STEEL (ORISSA) LIMITED

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