Dear Shareholders,
The Board of Directors (Board) presents the Company's 16th
Annual Report along with the Audited Financial Statements for the year ended March 31,
2023.
FINANCIAL SUMMARY/HIGHLIGHTS AND BUSINESS PERFORMANCE
Particular |
Year Ended 31 Mar' 2023 |
Year Ended 31 Mar' 2022 |
Revenue from operation |
7,97,757.92 |
6,59,586.91 |
Other Income |
7,470.22 |
20,396.88 |
Finance Cost |
37,605.47 |
33,822.02 |
Exceptional Item |
- |
(5,847.67) |
Profit/ (Loss) before exceptional items and tax |
(4,7077.25) |
8,267.99 |
Profit/(Loss) after tax |
(55,790.59) |
(9,459.19) |
EPS (Basic & Diluted) (INR) |
-3.02 |
-0.51 |
ESL Steel Limited (Formerly known as Electrosteel Steels Limited)
(hereinafter referred to as ESL or the Company) is a fully integrated iron and steel
manufacturing unit, situated at Siyaljori Village in Bokaro, Jharkhand. The Company
currently has a capacity of 1.7 MTPA hot metal production and an expansion plan underway
to enhance the capacity to 3 MTPA steel production.
In the Financial Year 2023, the Company has achieved the highest ever
hot metal production of 1.367 MT up 1 % Y-O-Y and highest ever saleable production of
1.284 MT up by 2% Y-O-Y. However, the EBITDA margins have contracted by 56% Y-O-Y mainly
due to rapid dynamic price changes in both input commodities and finished products, there
was abnormal surge in international Coking Coal prices in the beginning of the year. In
addition to that Government of India on 22nd May 2022, had imposed export duty on our
products i.e.- Pig iron, TMT & Wires rod and increased export duty on all grades of
iron ore however the same has been withdrawn by the Central Government on 19th
November 2022 and restored status quo prevailing before 22nd May 2022, which
resulted in better performance in Q4.
The Company is working on optimizing the cost in all aspects and
increasing the production and operational efficiency for better product mix and price
realization to protect the margins.
As an initiative to cost optimization and ensure the continuous supply
of Iron ore through backward integration, the Company acquired two mines during the
Financial Year 2022-23. The Company produced 5.67 million tons of iron ore from both the
mines making the steel plant self-sufficient in its iron ore requirement in the financial
year.
ESL primarily caters to Indian market, capitalizing on the projected 8%
growth in India's GDP for the upcoming fiscal year. Over the next 3 to 5 years, the Indian
steel industry is poised to experience a substantial 8 to 10% growth, driven primarily by
the surging demand fueled by the national infrastructure pipeline. This ambitious pipeline
is anticipated to witness an investment influx of approximately 1.5 billion dollars in the
next 5 years, with significant projects such as Pradhan Mantri Awas Yojana, Har Ghar Jal
Yojana, and various other infrastructure initiatives directly influencing our products.
Furthermore, the stability of raw material prices, particularly iron ore and metallurgical
coal, is expected to remain stable, contributing to an optimistic outlook for the upcoming
fiscal year.
DIVIDEND
In view of the losses incurred by the Company during the Financial
Year, the Management of the Company expresses their inability to declare any dividend for
the financial year ended 31st March 2023.
TRANSFER TO RESERVES
No amounts have been transferred to the Reserve during the year under
review.
EQUITY SHARE CAPITAL
(a) Authorised Share Capital:
Authorised Share Capital of your Company as on March 31, 2023, is INR
1,00,20,00,00,000 divided into 10,02,00,00,000 Equity Shares of INR 10 each.
(b) Issued, Subscribed and Paid-Up Share Capital of the Company:
Issued, Subscribed and Paid-Up Share Capital of your Company as on
March 31, 2023, is INR 18,49,03,02,240 divided into 1,84,90,30,224 Equity Shares of INR 10
each fully paid up.
(c) Buy Back of Securities:
The Company has not bought back any of its securities during the
Financial Year under review.
(d) Sweat Equity:
The Company has not issued any Sweat Equity Shares.
(e) Bonus Shares:
The Company has not issued any Bonus Shares.
(f) Employees Stock Option Plan:
The Company has not provided any Stock Option Scheme to the employees.
None of the Directors of the Company hold any equity shares or
convertible instruments of the Company.
HOLDING COMPANY
Vedanta Limited (VEDL) is the Holding Company' of ESL Steel
Limited, holding 95.49% of the share capital of the Company. VEDL holds 1,76,55,53,040 no.
equity shares of INR 10 each.
CREDIT RATING
CRISIL Ratings has updated its rating on the long-term bank facilities
of your Company to CRISIL AA-' from CRISIL AA'. The rating on the
short-term bank facilities has been reaffirmed at
CRISIL A1+'
DEPOSITS
The Company has not accepted any deposits from the public within the
meaning of the provisions of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014 any modifications and reenactment thereof and any
other applicable law for the time being in force.
NATURE OF BUSINESS
There has been no change in the nature of the business of the Company
during the year.
MEETINGS OF BOARD & ITS COMMITTEES
The Board meets at regular intervals to discuss and decide on
Company/business policy and strategy in addition to the statutory and other matters.
During the financial year 2022-23, the
Board of Directors met Five (5) times i.e., on 19-04-22, 21-07-22,
29-09-22, 18-10-22, 19-01-23. The intervening gap between the meetings was within the
period prescribed under the provision of Section 173 of the Companies Act, 2013. The Board
of Directors of your Company as on 31st March 2023 consists of following
Members:
1. Mr. Thomas Mathew T Non-Executive Independent Director
2. Mr. Mahendra Singh Mehta - Non-Executive Independent Director
3. Mr. Prasun Kumar Mukherjee - Non-Executive Independent Director
4. Mr. Ashish Kumar Gupta - Chief Executive Officer & Whole Time
Director
5. Ms. Poovannan Sumathi - Non Executive Woman Director
Attendance during the year 2022-23:
Name of Member |
No. of meetings held |
No. of meetings entitled
to attend |
No. of meetings attended |
Mr. Thomas Mathew T*** |
5 |
4 |
4 |
Mr. Prasun Kumar Mukherjee |
5 |
5 |
5 |
Mr. Mahendra Singh Mehta |
5 |
5 |
5 |
Ms. Poovannan Sumathi |
5 |
5 |
4 |
Mr. Navnath Laxman Vhatte * |
5 |
3 |
3 |
Mr. Ashish Kumar Gupta ** |
5 |
2 |
2 |
* Ceased to be Whole Time Director w.e.f September 30, 2022.
** Appointed as Whole-Time Director w.e.f October 01, 2022.
*** Appointed as the Non-Executive Independent Director w.e.f. June 15,
2022
Committee's Meetings:
Audit Committee
The Audit Committee is constituted pursuant to provisions of Companies
Act, 2013 and consists of following Members, as on 31st March 2023:
1. Mr. Prasun Kumar Mukherjee, Non-Executive Independent Director
Chairman
2. Mr. Mahendra Singh Mehta, Non-Executive Independent Director Member
3. Mr. Ashish Kumar Gupta, Chief Executive Officer & Whole Time
Director Member
During the financial year 2022-23, the Audit Committee members met Four
(4) times i.e., on 19-04-22, 19-07-22, 18-10-22, 19-01-23.
Attendance during the year 2022-23:
Name of Member |
No. of meetings held |
No. of meetings entitled
to attend |
No. of meetings attended |
Mr. Prasun Kumar Mukherjee |
4 |
4 |
4 |
Mr. Mahendra Singh Mehta |
4 |
4 |
4 |
Mr. Navnath Laxman Vhatte * |
4 |
2 |
2 |
Mr. Ashish Kumar Gupta** |
4 |
2 |
2 |
* Ceased to be Whole Time Director w.e.f September 30, 2022.
** Appointed as Whole-Time Director w.e.f October 01, 2022.
Nomination and Remuneration Committee
The Nomination & Remuneration Committee is constituted pursuant to
provisions of Companies Act, 2013 and consists of following Members as on 31st March 2023:
1. Mr. Prasun Kumar Mukherjee, Non-Executive Independent Director
Chairman
2. Mr. Mahendra Singh Mehta, Non-Executive Independent Director -
Member
3. Ms. Poovannan Sumathi, Non-Executive Director Member
During the financial year 2022-23, the Nomination and Remuneration
Committee members met Three (3) times i.e., on 19-04-22, 19-07-22, 29-09-22.
Attendance during the year 2022-23:
Name of Member |
No. of meetings held |
No. of meetings entitled
to attend |
No. of meetings attended |
Mr. Prasun Kumar Mukherjee |
3 |
3 |
3 |
Mr. Mahendra Singh Mehta |
3 |
3 |
3 |
Ms. Poovannan Sumathi |
3 |
3 |
2 |
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee is constituted pursuant
to provisions of Companies Act,
2013 and consists of following Members as on 31st March
2023:
1. Mr. Prasun Kumar Mukherjee, Non-Executive Independent Director
Chairman
2. Mr. Ashish Kumar Gupta, Chief Executive Officer & Whole Time
Director - Member
3. Ms. Poovannan Sumathi, Non-Executive Director Member
4. Mr. Thomas Mathew T, Non-Executive independent Director- Member
During the financial year 2022-23, the Stakeholders' Relationship
Committee members met once (1) time i.e., 19-04-22.
Attendance during the year 2022-23:
Name of Member |
No. of meetings held |
No. of meetings entitled
to attend |
No. of meetings attended |
Mr. Prasun Kumar Mukherjee |
1 |
1 |
1 |
Mr. Navnath Laxman Vhatte * |
1 |
1 |
1 |
Ms. Poovannan Sumathi |
1 |
1 |
0 |
Mr. Ashish Kumar Gupta** |
1 |
0 |
0 |
* Ceased to be Whole Time Director w.e.f September 30, 2022.
** Appointed as Whole-Time Director w.e.f October 01, 2022.
Corporate Social Responsibility Committee
Corporate Social Responsibility Committee constituted pursuant to
provisions of Companies Act, 2013, consists of following Members as on 31st
March 2023:
1. Mr. Prasun Kumar Mukherjee, Non-Executive Independent Director
Chairman
2. Mr. Thomas Mathew T, Non-Executive Independent Director-Member
3. Mr. Ashish Kumar Gupta, Chief Executive Officer & Whole Time
Director - Member
4. Ms. Poovannan Sumathi, Non-Executive Director Member
KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of Companies Act, 2013, the Key Managerial
Personnel of your Company as on 31st March 2023 are:
1. Mr. Ashish Kumar Gupta - Chief Executive Officer & Whole Time
Director
2. Mr. Anand Prakash Dubey - Chief Financial Officer
3. Mr. Manish Kumar Chaudhary - Company Secretary
INDEPENDENT DIRECTORS AND THEIR DECLARATION
During the financial year Mr. Prasun Kumar Mukherjee, Mr. Mahendra
Singh Mehta, and Mr. Thomas Mathew T were the Independent Directors of the Company. The
Company has received
declarations pursuant to Section 149(7) of the Companies Act, 2013 from
both the Independent Directors of the Company confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Companies Act, 2013.
The Independent Directors have submitted a declaration that they are
not aware of any circumstance or situation, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence.
Further, declaration on compliance with Rule 6(3) of the Companies
(Appointment and
Qualification of Directors) Rules, 2014, as amended by Ministry of
Corporate Affairs ("MCA")
Notification dated October 22, 2019, regarding the requirement relating
to enrolment in the Data Bank created by MCA for Independent Directors, has been received
from all the Independent Directors.
Further, in terms of Rule 8(5) (IIIA) of the Companies (Accounts)
Rules, 2014, as amended, the Board of Directors state that in the opinion of the Board,
Mr. Thomas Mathew T., whose appointment as Independent Director of the Company has been
approved by the Shareholders at the 15th Annual General Meeting held during the
FY-2022-23, is a person of integrity and possesses relevant expertise and experience.
Further, Mr. Mathew is qualified to act as an Independent Director as per the Rules of
Indian Institute of Corporate Affairs.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors hereby confirm, in terms of Section 134 (5) of the
Companies Act, 2013 ("the Act"), that:
a. in the preparation of annual accounts, containing financial
statements for the year ended
March 31, 2023, the applicable accounting standards have been followed
along with proper explanations for any material departures from those standards, wherever
required.
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 2022-23 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 the Act, for safeguarding
the assets of the Company and for preventing and detecting any fraud and other
irregularities.
d. they have prepared Annual Accounts on a going concern basis.
e. Sufficient internal financial controls have been laid down and such
internal financial controls are adequate and were 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.
SUBSIDIARY/ASSOCIATE /JOINT VENTURE COMPANY
The Company did not have any subsidiary/associate /joint venture
Company during the year ended March 31, 2023.
INTERNAL FINANCIAL CONTROLS
Internal financial controls mean the policies and procedures adopted by
the Company for ensuring the orderly and efficient conduct of its business, including
adherence to Company's policies, safeguarding of its assets, prevention and detection
of frauds and errors, the accuracy and completeness of the accounting records and the
timely preparation of reliable financial information. The Company has a well-documented
Standard Operating Procedures (SOP) for procurement of materials, capital expenditure,
human resources, sales and marketing, finance, treasury, compliance, Health, Safety and
Environment (HSE) etc.
Company has in place systems, policies, and procedures/frameworks,
which are currently operational, for ensuring the orderly and efficient conduct of its
business, which includes adherence to policies, safeguarding its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and
timely preparation of reliable financial information. In line with best practices, the
Audit Committee and the Board review these internal control systems to ensure they remain
effective and are achieving their intended purpose.
INVESTOR EDUCATION AND PROTECTION FUND
All unclaimed / unpaid share application money, remaining unclaimed /
unpaid for a period of seven years from the date they became due for payment, are required
to be transferred to the Investor Education and Protection Fund (IEPF).
During the year, the Company was not required to transfer any amount to
the said IEPF.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR.
During the year there were no applications made or any proceeding
pending under the Insolvency and bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There were no such instances during the financial year under review,
hence this clause is not applicable to us.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
A. The Company's Consent to Operate (CTO) the greenfield
integrated steel plant at Bokaro was not renewed by the Jharkhand State Pollution Control
Board (JSPCB) following its expiry in December 2017 and later on was rejected by JSPCB. A
writ petition was filed by the Company before the High Court of Jharkhand against the
rejection orders issued by JSPCB for the renewal of its consent to operate. Subsequently
the Environment Clearance (EC) was revoked by Ministry of Environment, Forest and Climate
Change (MoEF), against which ESL filed a writ petition and the High Court of Jharkhand was
pleased to grant a stay and allowed the plant operations to continue till the next date of
hearing. The Hon'ble Court also granted liberty to the Company to apply for statutory
clearance without prejudice to its rights and contentions.
Pursuant to this order ESL applied for Forest Diversion proposal on
October 4, 2018 (on without prejudice basis) and received Stage I Forest Clearance
(Stage-I) from the Forest Advisory Committee (FAC) on December 17, 2019.
ESL also applied for EC and Term of Reference (ToR) was granted to
complete the process of EC for 3 mtpa plant on Aug 20 2020.
While the process was continuing on September 16, 2020, the High Court
of Jharkhand passed an order that the plant operations were to continue only until
September 23, 2020. Against the order, ESL filed a Special Leave Petition before the
Supreme Court of India and in an urgent hearing on September 22, 2020, the Supreme Court
of India granted ESL a stay of the aforementioned order and granted ESL permission to
continue operating the plant until further orders from the Supreme Court of India.
Further, the EAC held a meeting on July 29, 2021, and recommended the
grant to EC to ESL subject to certain conditions, including the Forest Clearance. The MoEF
vide its letter dated August 25, 2021, rejected "as of now" to consider the
grant of EC as recommended by EAC to ESL due to stay on the Standard Operating Procedure
(SOP) for identification and handling of violation cases under Environmental Impact
Assessment, 2006 notification issued by MoEF & CC on July 7, 2021 for violation cases
by Madras High Court (Madurai Bench).
However, it was clarified that once the aforesaid SOP is upheld or stay
is vacated, the recommendation will be considered without going to the EAC again. An
interlocutory application was filed in the pending Supreme Court matter against the
rejection of the EC on as of now basis due to the stay on the aforesaid SOP. The Supreme
Court of India pronounced the judgment on December 09, 2021 (Special Leave Petition along
with the Interlocutory Application) and passed the following:
"The appeals are allowed. The impugned order is set aside. The
Respondent No.1 shall take a decision on the application of the Appellant for revised EC
in accordance with law, within three months from date. Pending such decision, the
operation of the steel plant shall not be interfered with on the ground of want of EC,
FC,CTE or CTO."
MoEF vide its letter dated February 02, 2022, has deferred to consider
EAC's recommendation of grant of EC till Forest Clearance Stage-II is granted to ESL.
ESL has submitted its reply against MoEF letter vide letter dated February 11, 2022 for
reconsidering the decision and not linking EC with FC since as per the applicable law and
available precedents, grant of FC Stage
II is not a condition precedent for grant of EC.
ESL has submitted an affidavit on March 23, 2023, apprising the court
of developments in 1:1 compensatory land procurement. The Court was pleased to observe
that there has been much progress in the matter of obtaining forest clearance. MoEF has
revoked the FC Stage-I vide letter dated June 5,2023 and against the revocation, the
Company has submitted its letter to
MOEF to reconsider the FC Stage I revocation decision. The State of
Jharkhand on July 24, 2023, has also written a letter to MOEF to reconsider the FC Stage I
revocation of ESL in light of the progress made, efforts being taken, and the difficulties
faced by the Company. MoEF has issued a letter dated Aug 18,2023 to forest department of
Jharkhand (referring to the State's letter) to submit the complete compliance of the
condition for further consideration.
B. During the Financial year, the State government of Odisha has issued
Notice of Demand dated 03.12.2022 to deposit Rs. 8,51,05,51,206/- and Rs. 8,56,75,29,626
in relation to the penalty for alleged shortfall on minimum dispatch and production
requirements of Company's Nadidihi iron ore and manganese Block Mines and Nadidihi
iron ore block mines situated in Odisha. The Company has filed Revision Application under
Rule 35 of MCR, 2016 before the Revisional Authority, Ministry of Mines contesting the
above demand. Revisional Authority has directed the state government/DDM not to take any
coercive actions till further orders vide order dated 14.03.2023. The State Government has
sought time to file their reply.
Under the Terms of Mine Development and Production Agreement and Rule
12A of MCR, 2016, the Company had to maintain a level of production in so as to ensure
minimum dispatch of 80% of the average of annual production of the two immediately
preceding years. The company believes that it has completed the minimum required level of
production and dispatches. Based on a legal evaluation, Company believes that the minimum
dispatch requirement would get rectified by the State government.
C. Vedanta Limited submitted its resolution plan in the course of CIRP
of Electrosteel Limited for its acquisition. The resolution plan that was submitted and
approved by NCLT specified NIL payment to the Operational Creditors. When the same was
challenged in the Supreme Court, the Supreme Court directed while approving the Resolution
plan that it is up to the financial creditors to take a haircut from their share.
Subsequently IAs were filed in the NCLT by various applicants and vide order dated 28 June
2022, the NCLT directed CoC for reconsideration on NIL payment to Operational Creditor to
balance the interest of all stakeholders (no observation on reassessment of resolution
plan or enhancement of amount). The 14 IAs filed were disposed with above directions. SBI
(being the Lead Bank) agreed for re-convening of the CoC and filed IA for reappointment of
a Resolution Professional (RP) since the previous RP had been deregistered. The court
opined that the appointment of RP post approval of resolution plan is a question of law
which requires application of judicial mind and the court was inclined to hear and
determine if such appointment is permissible by law. Order has been reserved by the Court.
There have been no material changes and commitments affecting the
financial position of the
Company that have occurred between the end of the Financial Year and
the date of the Board's
Report.
ANNUAL EVALUATION OF THE BOARD
The Board on the recommendation of the Nomination and Remuneration
Committee had adopted
Schedule IV to the Companies Act, 2013 (hereinafter referred to as
"the Act"), including any amended thereof, as criteria for evaluating
performance of Independent Directors.
The Independent Directors of the Company in their meeting held on March
25, 2023, without the attendance of Non-Independent Directors and members of the
Management, on the basis of defined and agreed parameters, inter alia, had:
(i) reviewed the performance of the Non-Independent Directors, the
Board and Committees thereof and
(ii) assessed the quality, quantity, and timeliness of flow of
information between the Management and the Board, that is necessary for the Board to be
effective and reasonably perform their duties.
COVID 19 STEPS TAKEN BY THE COMPANY
The company stands by the society and community in times of despair.
Since the last three years of the COVID-19-triggered emergency, the Company has undertaken
various steps to protect our employees and communities including conducting of awareness
programme in rural areas, organizing vaccination camps etc.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information related to conservation of energy, technology
absorption, foreign exchange earnings and outgo is enclosed as "Annexure A"
and forms an integral part of this Report.
STATUTORY AUDITORS
The shareholders of the Company at the Fifteenth (15th)
Annual General Meeting (AGM) held on August 26, 2022, had reappointed M/s. Lodha &
Co., Chartered Accountants (Firm Registration No.:301051E) of 14, Government Place East,
Kolkata 700069, as Statutory Auditors of the Company to hold office for the second term
for a period of five consecutive years, commencing from the conclusion of Fifteenth (15th)
Annual General Meeting till the conclusion of the Twentieth (20th) Annual
General Meeting.
AUDITOR'S REPORT
M/s. Lodha & Co., Chartered Accountants have audited the books of
accounts of the Company for the financial year ended March 31, 2023, and have issued the
Auditors' Report thereon. There are no qualifications or reservations or adverse
remarks in the said Report.
During the year under review, the Auditors did not report any fraud
under Section 143(12) of the Act, therefore, no detail is required to be disclosed under
Section 134(3)(ca) of the Act.
COST AUDITORS & COST AUDIT REPORT
The Company is required to maintain cost records for its products as
specified by the Central Government under sub-section (1) of Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules as amended from time to time, and
accordingly such accounts and records are made and maintained in the prescribed manner.
In terms of requirement of Section 148 of the Companies Act, 2013, read
with Companies (Cost Records and Audit) Rules, 2014, (as amended), the Board of Directors
of your Company, upon recommendation of Audit Committee, have appointed M/s. Sanjiban
& Co., Cost Accountants, (Registration No.: 000259) as Cost Auditors, to conduct a
cost audit of your Company for the financial year 2023-24, at a remuneration of INR
1,00,000.
As required under the Act, the remuneration payable to the Cost
Auditors is required to be placed before the Members for ratification. Accordingly, a
resolution seeking Member's ratification for the remuneration payable to M/s Sanjiban
& Co., Cost Accountants for financial year 2023-24 is included in the Notice convening
the ensuing AGM.
The cost audit report of the Company for the financial year ended March
31, 2022, does not contain any qualification or adverse remarks, and was filed with the
Ministry of Corporate Affairs (MCA) in XBRL mode within the stipulated due date and the
report for the financial year ended 2023 will be filed with the MCA within the time limit
prescribed under the Act.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rules thereunder, the Board of Directors had appointed M/s. Vinod Kothari &
Company, Company Secretaries of 1006-1009, Krishna Building, 224 A.J.C. Bose Road Kolkata
700 017, India, as Secretarial Auditor of the Company for the financial year 2022-23, to
conduct secretarial audit of the Company. The said M/s. Vinod Kothari & Company have
submitted their Report for the financial year ended March 31, 2023, which is enclosed as
Annexure B and forms an integral part of this Report.
The Secretarial Audit Report does not contain any qualification,
reservation, or adverse remark.
Further, Company has re-appointed the Vinod Kothari & Company,
Practicing Company Secretaries of 1006-1009, Krishna Building, 224 A.J.C. Bose Road
Kolkata 700 017, India, as Secretarial Auditor of the Company for the financial year
2023-24.
INTERNAL AUDITORS
In line with the provisions of Section 138 of the Companies Act, 2013,
M/s. KPMG, were appointed by the Board of Directors as Internal Auditors of the Company
for the financial year 2022-23. The Audit Committee defines the scope of internal audit
from time to time and reviews the observations of internal auditors and the action taken
report submitted by the management on the observations at its meeting held every quarter
and suggests the management the improvements required in the systems followed by the
Company.
Further, the Internal audit activity of your Company is managed through
Management Assurance Services (MAS) function of Vedanta Limited.
The Board, on the recommendation of the Audit Committee, has
re-appointed M/s. KPMG as the Internal Auditors for financial year 2023-24.
ANNUAL RETURN
In accordance with notification of Ministry of Corporate Affairs, dated
August 28, 2020, read with Sec. 92(3) of the Companies Act, 2013, copy of the Annual
Return of the Company shall be available on the Company's website:
https://www.eslsteel.com/
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
The related party transactions are entered into based on considerations
of various business requirements such as synergy in operations, profitability, legal
requirements, liquidity, resources availability, etc. of related parties. All related
party transactions are intended to further the Company's interests.
All related party transactions entered during the year 2022-23 have
been placed on quarterly basis before the Audit Committee/Board for
approval/noting/ratification/modification as the case may be. During the period under
review related party transactions have been on arms- length basis and in the ordinary
course of business. Accordingly, the particulars of the transactions as prescribed in form
AOC-2 under Section 134 of the Act read with rules made therein are not required to be
disclosed as they are not applicable. The policy on Related Party Transactions as approved
by the Board is available on the
Company's website: https://www.eslsteel.com/.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements, if any.
RISK MANAGEMENT POLICY
The Company has in place a Risk Management Policy, which is reviewed by
the Audit Committee from time to time. The Company has constituted a Risk Management
Committee at the management level, which identifies potential risks associated with the
Company and formulates its mitigation plan.
CORPORATE SOCIAL RESPONSIBILITY POLICY
The Company has in place a Board approved Corporate Social
Responsibility Policy and it is available on the website of the Company at
https://www.eslsteel.com/.
During the year, the Company has undertaken various CSR initiatives,
although not mandatory under Section 135 of the Act read with Companies (Corporate Social
Responsibility Policy) Rules, 2014.
MANAGERIAL REMUNERATION AND REMUNERATION POLICY
The information required pursuant to Section 197 read with Rule 5(2) of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company, will be provided upon request.
In terms of Section 136 of the Companies Act, 2013 the Report and
Accounts are being sent to the Members and others entitled thereto, excluding the
information on employees' particulars which is available for inspection by the
Members at the Registered Office of the Company during business hours on working days of
the Company up to the date of the ensuing Annual General Meeting. If any Member is
interested in obtaining a copy thereof, such Member may write to the Company in this
regard.
The Company has in place a Remuneration Policy and it is available on
the website of the Company at https://www.eslsteel.com/.
DISCLOSURE UNDER "THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on prevention, prohibition, and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention
and redressal of complaints of sexual harassment at workplace. Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this policy.
As part of Vedanta Group, your Company is an equal opportunity employer
and believes in providing opportunity and key positions to women professionals. The Group
has endeavored to encourage women professionals by creating proper policies to tackle
issues relating to safe and proper working conditions and create and maintain a healthy
and conducive work environment that is free from discrimination. This includes
discrimination on any basis, including gender, as well as any form of sexual harassment.
During the financial year 2022-23, one (1) complaint was received,
investigation was completed, and the case has been resolved.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has in place a robust vigil mechanism for reporting genuine
concerns through the
Company's Whistle Blower Policy. As per the Policy adopted by
various businesses in the Group, all complaints are reported to the Director Management
Assurance, who is independent of operating management and the businesses. In line with
global practices, dedicated email IDs, a centralized database, a 24X7 whistle blower
hotline and a web-based portal have been created to facilitate receipt of complaints.
All employees and stakeholders can register their integrity related
concerns either by calling the number or by writing on the web-based portal which is
managed by an independent third party. The hotline provides multiple local language
options. All cases reported as part of whistle blower mechanism are taken to their logical
conclusion within a reasonable timeframe. After the investigation, established cases are
brought to the Group Ethics Committee for decision making. All Whistle Blower cases are
periodically presented and reported to the Company's Audit
Committee. The details of this process are provided in the Whistle
Blower Policy and is posted on the Company's website https://www.eslsteel.com/ .
SECRETARIAL STANDARDS
The Company has in place proper system to ensure compliance with the
provisions of the applicable Secretarial Standards issued by The Institute of Company
Secretaries of India and such systems are adequate and operating effectively.
AWARDS, RECOGNITIONS & CERTIFICATIONS
Your Company has received multiple awards, recognitions, and
certifications during the financial year 2022-23, which includes the following:
1. Great Place to Work Certified (3rd time in a row)
2. CII HR Excellence Award - Strong commitment to HR Excellence 3.
Kincentric Best Employer Award 4. ASSOCHAM Work Vision 2022 Annual HR Excellence Award 5.
Happiest Workplaces Awards - powered by Happy Plus & BW 6. Healthiest Workplace Award
7. W.E. Matter Global Employees' Choice Awards 2022 8. GPTW - India's Top 50 Best
Workplaces in Manufacturing 2023
GREEN INITIATIVE
In support of "Green Initiative" taken by the Ministry of
Corporate Affairs ("MCA") in the Corporate Governance" by allowing service
of documents by a Company to its Members through electronic mode, the Company will
continue to send various communications and documents like notice calling general
meetings, audited financial statements, directors' report, auditor's report
etc., in electronic form, to the email address provided by the Members to the Depositories
or to the Company.
Your Company impresses upon its shareholders to contribute to this
green initiative in full measure by registering their e-mail addresses, in respect of
electronic holdings with the Depository through their concerned Depository Participant.
Members who hold shares in physical form are requested to take necessary steps for
registering the same so that they can also become a part of the initiative and contribute
to the Green Movement.
Apart from that your Company has taken the following green initiatives
during the Financial Year 2022-23:
? 23000+ plantation of saplings across entire plant.
? Successful trial of biomass in CFBC boiler
? 34% green belt development
? MOU with Tata Mines (Jharia) has been done for lifting of bottom ash
& Sand mould core that is generated from our CPP & DIP area
? Installed Mercury Analyser in CPP stack.
? Installed BTEX Analyzer
APPRECIATION
The Directors would like to thank the employees, shareholders,
customers, suppliers, bankers, advisors, auditors, regulatory authorities and all the
other stakeholders of the Company for their confidence and continued support of the
Management. Your directors would also like to place on record their appreciation to the
Central and State Governments for their valuable support. Your Company also recognizes and
appreciates the cooperation and support from its holding company Vedanta Limited.
|
For and on behalf of the
Board of Directors |
|
Ashish Kumar Gupta |
Poovannan Sumathi |
|
Chief Executive Officer & |
Non-Executive Director |
Place: Bokaro |
Whole Time Director |
(DIN: 07147100) |
Dated: 1st September 2023. |
(DIN: 07808012) |
|
|