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Bajaj Steel Industries Ltd.

BSE: 507944 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE704G01024
BSE 00:00 | 24 Apr 2020 Bajaj Steel Industries Ltd
NSE 05:30 | 01 Jan 1970 Bajaj Steel Industries Ltd

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OPEN 92.10
52-Week high 148.98
52-Week low 72.05
P/E 2.25
Mkt Cap.(Rs cr) 43
Buy Price 78.00
Buy Qty 25.00
Sell Price 90.55
Sell Qty 10.00
OPEN 92.10
CLOSE 93.80
52-Week high 148.98
52-Week low 72.05
P/E 2.25
Mkt Cap.(Rs cr) 43
Buy Price 78.00
Buy Qty 25.00
Sell Price 90.55
Sell Qty 10.00

Bajaj Steel Industries Ltd. (BAJAJSTEELINDS) - Director Report

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Company director report

Dear Members

Your Directors are pleased to present the Fifty Eight (58th) Annual Report of theCompany together with the Audited Financial Statements for the Financial Year ended 31stMarch 2019. The report states the compliance as per the requirement of the Companies Act2013 SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and otherrules and regulations as applicable to the Company.


The Highlights of the Financial Results are as under:

(Amount in Lakhs)




31.03.2019 31.03.2018 31.03.2019 31.03.2018
Revenue from Operation 33584 23825 38230 25117
(Including Other Income
Less : Expenses (Excluding Finance Cost & Depreciation) 30543 21530 34602 22580
Operating Profit (PBIDT) 3041 2295 3628 2537
Less : Interest 956 903 975 904
Depreciation 361 566 382 586
Profit before Tax & Exceptional Item 1724 826 2271 1047
Less : Exceptional Item - - -
Profit/ Loss Before Tax 1724 826 2271 1047
Provision for Taxation :
Current Year : 436 93 463 00 00
Deferred Tax : 464 (183) 464 (186)
Net Profit/Loss for the Year 824 916 1371 1145


Your Directors are pleased to recommend the Equity Dividend @ 40 % i.e. Rs 4/- pershare. The Dividend as recommended would involve an outflow of Rs 9400000/- (Rupees NinetyFour Lakh only) towards Dividend and Rs 1932000 /- (Rupees Nineteen Lakhs thirty twothousands only) towards Dividend Tax resulting in a total outflow of Rs 113.32 Lakhs. Thedividend will be distributed to the shareholders whose names appear on the register ofmembers as on record date.


The Company has transferred Rs. 700 Lakhs to the General Reserve out of the amountavailable for appropriations.


During the year under review the gross turnover Including other Income of the Companyincreased from Rs 23825 lakhs in 2017-18to Rs 33584 lakhs representing a growth of40.96%. The increase in turnover is attributable to the new developed products as well asto the better explorements to new markets. The profitability of the company has increaseddue to the increase in turnover including exports orders which has resulted in betterallocation of fixed expenses.


The Steel Division is concentrating in its core business of manufacturing CottonGinning and Pressing machineries. During the year under review the demand of these BajajContinental Machines of Cotton Ginning has increase in the advance countries. The Companyhas received the export orders in the machinery division which affects and represent agrowth in the form of profitability. It has established dedicated Engineering center &also Design & Development centers for the entire range of products and theirmanufacturing technologies.


The Company has in place Electrical Panel Business Unit to fulfill existing demands ofElectrical Panels from Cotton Ginning Customers as well as from the other costumers ofopen market. The Company has expanded its Electrical Panel Division and have commenced itsManufacturing Plant at Plot No. XI73 MIDC Industrial Area Hingana Nagpur. The Companyis offering extensive range of Industrial Electrical Panels Electrical Control PanelsACCL Panels and Power Distribution Board and all of them with advanced technology.Further the Company has obtained UL Certification and Authorization to apply the UL markin its electrical panels.


The Company is also successfully involved in the business of Pre-Fabricated Buildings(PEB) and executed more than 250 Steel Building projects (Domestic and Export). TheCompany has in-house Design & Engineering Capabilities to reach new frontiers oftechnical excellence. The Company is providing different solutions for different purposessuch as Pre-Engineered Buildings Pre-fabricated Buildings PEB Industrial ShedPre-fabricated School Buildings Prefabricated Warehouse Structures AgriculturalBuildings etc.


Superpack is a Division of Bajaj Steel Industries Limited. Being incorporated as adivision many years back to 1987 as a plastic division of Company. SUPERPACK is a leadingManufacturer and Supplier of wide range of Masterbatches having well equipped productionfacility with well-versed quality section which help us to deliver consistentlyhigh-quality product to the customer at the most competitive price.

Superpack Division is into the production of various kind of Master batches havingproven range of masterbatches for various applications like especially for HDPE & PPtapes Injection & blow molded items lamination of woven fabrics non-woven fabricsetc. TiO2 UV & elastomer based master batches. All grades are well accepted &adopted by various plastics processing industries.

Shri Vinod Kumar Bajaj and Shri Ashish Bajaj are looking after the Superpack Divisionof the Company. Looking at the valuable experience and background of Shri Ashish Bajajthe Board of Directors has re-appointed Shri Ashish Bajaj as CEO of Superpack Division forfurther period of One (1) year w.e.f. 20.03.2018 in compliance with provisions of Section188 and other applicable provisions if any of the Companies Act 2013 or any amendmentor substitution thereof (including any statutory modification(s) or re-enactment for thetime being in force) and the rules made thereunder subject to approval of theshareholders at the ensuing Annual General Meeting. Further Shri Ashish Bajaj ChiefExecutive Officer of Superpack Division of the Company is solely responsible & liablefor all the operations (including Day to Day operations) activities and all thecompliances including Statutory & Labour compliances applicable to the SuperpackDivision of the Company from time to time and necessary forms / papers in relation thereofshall be filed with the concerned authorities.


Your Company has two Wholly Owned Foreign Subsidiary companies as under:

1) Bajaj Coneagle LLC Alabama USA;

2) Bajaj Steel Industries (U) Ltd. Uganda

M/s Bajaj Coneagle LLC A Limited Liability Company having its office at PrattvilleAlabama USA with the physical presence at USA the Company is able to tap the US &International Market of Continental Products.

M/s Bajaj Steel Industries (U) Ltd. with the help of its foreign subsidiary theCompany has successfully completed various turnkey project awarded by Cotton DevelopmentOrganization for construction of cotton seed processing plant at Pader (Uganda) andfurther the Company is also looking for some other profitable projects as well in Uganda.

In accordance with Section 129 (3) of the Companies Act 2013 the Company has preparedconsolidated financial statements of the Company and its subsidiary companies which formspart of the Annual Report. Pursuant to the provisions of Section 129 (3) of the CompaniesAct 2013 a statement containing salient features of the financial statements of theCompany's subsidiaries in Form No. AOC-1 is annexed to the financial statements of theCompany. The statement also provides the details of performance and financial position ofthe subsidiaries of the Company.

The financial statements of the subsidiary companies and related information areavailable for inspection by the members at the Registered Office of the Company duringbusiness hours on all days except Sundays and public holidays upto the date of the AnnualGeneral Meeting as required under Section 136 of the Companies Act 2013.


Your Directors are glad to inform that CRISIL has further reviewed and rated in respectof Bank facilities of the Company. The ratings are as under :

Total Bank Loan Facilities Rated Rs 63.58 Crores
Long - Term Rating CRISIL BBB/ Stable (Upgraded from BBB-/ Stable)
Short- Term Rating CRISIL A3+(Upgraded from CRISIL A3)


The extract of Annual Return in format MGT -9 for the Financial Year 2018- 19 hasbeen enclosed with this report and the same has been available on the website of thecompany i.e.


Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the auditors of the Company M/s VMSS & Associates Chartered AccountantsKolkata (Firm Reg. No. 328952E) were appointed in the previous Annual general Meeting ofthe Company by the shareholders for five years terms at the 56th Annual General meeting tohold office until the conclusion of the 61st Annual General Meeting.

The Company has received a consent letter along with certificate from the Auditor underthe provisions of the Companies Act 2013 stating that they are not disqualified fromcontinuing as Auditors of the Company.

1) Observation by Auditor: The Company is not disclosing the information required undermicro small and medium Enterprises Development Act 2006 Comment :- Your company has sentthe notices to various vendor (s) / Suppliers under the Micro Small and MediumEnterprises Development Act 2006 to confirm the status of their registration under theMSME. The company has not recieved any confirmation from any party regarding its MSMEStatus. As none of the supplier has confirmed its status under MSME the informationrequired under micro small and medium Enterprises Development Act 2006 could not bedisclosed.


Pursuant to Section 148 of the Act read with rules made thereunder the cost auditrecords maintained by the Company in respect of its manufacturing activities are requiredto be audited. The Board of Directors has on recommendation of the Audit Committeeappointed M/s Rakesh Misra & Co. Cost Accountants (Firm Reg. No. 000249) to auditcost accounts of the Company for the FY 2018-19. As required under the Act remunerationpayable to the Cost Auditors is required to be placed before the Members in the generalmeeting for their ratification. Accordingly a resolution seeking Members ratification forthe remuneration payable to M/s Rakesh Misra & Co. Cost Accountants is included atitem no. 13 of the Notice convening the AGM. Further the Company has received the CostAudit Report from the Cost Auditors for the Financial Year 2018-19.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014

the Board of Directors of the Company has appointed M/s. Siddharth Sipani &Associates Practicing Company Secretary to conduct Secretarial Audit for the FinancialYear 2018-19. The Secretarial Audit Report for the Financial Year ended March 31 2019 isannexed herewith to this Report. The observations made by the Secretarial Auditors andmanagement response are as below:

1) Observation by Auditor: The Company has received a notice from Bombay Stock Exchangein respect of Non Compliance of Regulation 17(1) of SEBI (LODR) Regulation 2015(Appointment of Woman Director).

Comment: The composition of the Board of Directors of your company always consists ofcompetent qualified and experienced directors. Hence from the date of resignation of Dr.Panna Akhani (Woman Director) we were in the continuous search of qualified experiencedand competent woman candidate for the directorship of the company. However to identifysuch suitable candidate for holding position as a "Director" in the Company tooksome time. Due to the same some delay have been caused in filling the vacant position ofWoman Director. Your Company appointed "Woman Director" in the Board Meetingheld on 14th November 2018 and informed to the stock Exchange through BSE Listing platformaccordingly. Your company also submitted its justification for delay to BSE in respect ofNon Compliance of Regulation 17(1) of SEBI (LODR) Regulation 2015 (Appointment of WomanDirector) within the due time.

2) Observation by Auditor: The Company is not disclosing the information required undermicro small and medium Enterprises Development Act 2006 Comment :- Your company has sentthe notices to various vendor (s) / Suppliers under the Micro Small and MediumEnterprises Development Act 2006 to confirm the status of their registration under theMSME. The company has not recieved any confirmation from any party regarding its MSMEStatus. As none of the supplier has confirmed its status under MSME the informationrequired under micro small and medium Enterprises Development Act 2006 could not bedisclosed.


The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.


Particulars of loan guarantee and investments covered Under Section 186 of theCompanies Act 2013 forms part of the Financial Statements provided in this Annual Report.


There were no materially significant Related Party Transactions ie. transaction ofmaterial nature that may have potential conflict with the interest of Company at large.Transactions entered with the related parties as defined under the Companies Act 2013 andRegulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 during the Financial Year 2018-19 the transactions were in the ordinary course ofbusiness and on an arm's length basis.

The Company has taken the omnibus approval for entring into related party transactionwhich are repetited in nature and subject to certain criteria/conditions as required underthe Companies (Meeting of Board and its Powers) Rules 2014 and SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015. from the Audit Committee. The AuditCommittee has taken the cognizance of related party transaction during the year underreview.

During the year the Company had not entered into any contract /arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. The Policy onmateriality of Related Party Transactions and dealing with the related party transactionsas approved by the Board may be accessed on the Company's website

Particulars of contracts or arrangements with Related Parties referred in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended to the BoardReport.


Industrial relations remained cordial during the year. Employees' competencies andskills were enhanced by exposing them to several internal and external training programs.Various measures were taken to improve motivation level of employees.


Shri Vinod Kumar Bajaj retires by rotation at the ensuing Annual General Meeting andbeing eligible has offered himself for re-appointment as a Director.

Dr. Panna Akhani (07081637) Woman Independent Director of the Company has resigned fromthe office of the directorship of the company w.e.f 16.07.2018 due to personal reasons.The Directors wish to record their gratitude and appreciation for the wise counseling andcontributions by Dr Panna Akhani during his tenure as the Independent Director of theCompany.

During the year under reveiew the Board of Directors on recommendation of Nominationand Remuneration Committee reappointed Mr. Rajiv Ranka Alok Goenka and Mohan Agrawal asan Independent Director on the Board of Directors of the Company w.e.f 01st April 2019 tohold office for a second term of 5 Years subject to the approval of ensuing Annual GeneralMeeting of the Company. Their brief profile has been given in the explanatory statement.

Further the Board of Directors at its meeting held on 14th November 2018 hasappointed Ms. Bhanupriya Sharma as an Additional Director (Non Executive Woman Director)of the Company whose office is liable to retire by rotation.

Apart from the above there is no change with regards to the Directorship of theCompany.


The Company has received necessary declarations from all the Independent Directors ofthe Company Under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of Independence laid down in Section 149(6) of the Companies Act 2013 andRegulation 16 of SEBI (LODR) Regulations 2015.


The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and Individual Directors pursuant to the applicable provision of theCompanies Act 2013 and the Corporate Governance requirements as prescribed by SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.


The Company is committed to maintain the standards of Corporate Governance and adhereto the Corporate Governance requirement set out by SEBI. The Company has also implementedseveral best Corporate Governance Practices. The report on Corporate Governance asstipulated under the Listing Agreement forms an integral part of this report. Therequisite certificate from the Auditors of the Company confirming compliance with theconditions of Corporate Governance is attached to the report on Corporate Governance.


Every Company having Networth of Rs. Five Hundred Crore or more or Turnover of Rs. OneThousand Crore or more or a Net Profit of Rs. Five Crore of more during the threeimmediately Preceding financial Year Shall Constitute a CSR commitee of the Boardconsisting of three or more directors out of which atleast one director shall be anindependent director. The Board shall in ensure that the company spends in everyfinancial year at least two per cent. of the average net profits of the company madeduring the three immediately preceding financial years in pursuance of its corporatesocial responsibility policy. Your company fall under the criteria of Net Profit i.e RsFive Crore or more during the financial year 2017-18 however no amount required to bespend on CSR activities during the Financial Year ending as on 31st March 2019 due to theaverage net profit of the company calculated in accordance with the provisions of section198 of the Companies Act 2013 made during the three immediately preceding financial yearsi.e FY 2015-16 FY 2016-17 and FY 2017-18 comes in negative by Rs. (3179894).

Hence the provisions for corporate social responsibility ("CSR") under theCompanies Act 2013 are not applicable to the company during the financial year 2018-19.


In terms of Section 177 of the Companies Act 2013 read with Rule 6 of the Companies(Meetings of Board and its Powers) Rules 2014 the Audit committee of the Board consistof Shri Deepak Batra Shri Rajiv Ranka Shri Alok Goenka & Shri Mohan Agrawal as apractice of good Corporate Governance. All the recommendations made by the Audit Committeewere accepted by the Board.


In terms of Section 178 of the Companies Act 2013 read with Rule 6 of the Companies(Meetings of Board and its Powers) Rules 2014 the Nomination & RemunerationCommittee of the Board consist of Shri Deepak Batra Shri Rajiv Ranka and Shri Alok Goenkaas a practice of good Corporate Governance.


The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement includes an Ethics comprising Senior Executives of theCompany. Protected disclosures can be made by a whistle blower through an e-mail orletter. The Policy on vigil mechanism may be accessed on the Company's website


The Company is an equal opportunity employer and consciously strives to build a workculture that promotes dignity of all employees. As required under the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 andRules framed thereunder the Company has implemented a policy on prevention of SexualHarassment of Women at workplace. An internal complaints committee has been set up toreceive complaints investigate the matter and report to the management for redressal ofcomplaints of Sexual Harassment.

During the year no complaints were received by the committee.


A Management & Discussion Analysis Report for the year under review is presentedin a separate section forming part of the Annual Report.

Particulars of Employees:

1 A. The ratio of the remuneration of each director to the median remuneration ofthe employee of the Company for the financial year 2018-19 us as follows:

Name of Director Designation Ratio of Remuneration of Director to the Median remuneration
Mr. Rohit Bajaj Chairman and Managing Director
Mr. Sunil Bajaj Executive Director 18.04
Mr. Mahendra Kumar Sharma Whole Time Director and CEO 23.19

b The percentage increase in remuneration of each Director Chief Officer in the

financial year 2018-19 as follows:

Name of Director Designation

% increase in remuneration in the financial year 2018-19

Mr. Rohit Bajaj Chairman and Managing Director 40
Mr. Sunil Bajaj Executive 40
Mr. Mahendra Kumar Sharma Whole Time Director and CEO 28.57
Mr. Vinod kumar Bajaj Non-Executive Director -
Mr Alok Goenka Idependent Director -
Mr. Deepak Batra Independent Director -
Mr. Mohan Agrawal Independent Director Director
Mr Rajiv Ranka independent Director
Dr. Rajnjlyer Independent Director
Dr. Panna Akhani* Independent Director -
Smt. Bhanupriya Sharma@ Non- Executive Director -


*Ceased as a director w.e.f. July 162018.

@Appointed as aNon-Executive Director of the Company w.e.f November 14 2018.Calculated on the basis of annual CTC for better comparison.

& Non-Executive Directors/Independent Directors are paid only sitting fees forattending meetings of the Board Audit Committee and Nomination and RemunerationCommittee hence not comparable.

There is no increase in remuneration of Non-Executive Directors of the Company in theFinancial Year 2018-19.

2. The median remuneration of employees during the financial year under review was Rs.465600

3. The number of permanent employees on the rolls of Company as on March 31 2019: 180

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request.

Note: The Company had no employee who was employed throughout the year and were inreceipt of remuneration more than Rs. 102 Lakhs per annum.


The Board of Directors met Five (5) times during the Financial Year 2018-19 thedetails of which are given in the Corporate Governance Report that forms part of thisAnnual Report. The intervening gap between any two meetings was within the periodprescribed by the Companies Act 2013.


Pursuant to the provisions of Section 124 of the Act relevant amounts which remainedunpaid or unclaimed for a period of 7 years have been transferred by the Company to theInvestor Education and Protection Fund (IEPF). The Company has uploaded the details ofunpaid and unclaimed amounts lying with the Company as on 26th September 2018 (date ofthe last Annual General Meeting) on the website of the Company

Further Section 124(6) of the Act requires that all shares in respect of whichdividend has not been paid or claimed for seven consecutive years or more shall also betransferred to IEPF Authority. The Company is accordingly taking appropriate steps withregard to transfer of such shares in accordance with the Rules and in line with thenecessary guidelines being issued by MCA in this regard.


The Company lays great emphasis on savings in the cost of energy consumption. Achievingreduction in the per unit consumption of energy is an ongoing exercise in the Company.Effective measures have been taken to minimize the loss of energy as far as possible.


The technological developments on Ginning & Pressing Machinery has acted as andriving force in structural shift from old outdated to more productive advance machinery.The technology used by the Company is updated as a continuous exercise. The Companyrecognizes that focused initiative on the development of new products would form thebackbone of the Company's future business performance and profitability. Keeping this inview the Company has increased its efforts in terms of development of new products. Atpresent the Company is working on various products under the able leadership of Dr. M.K.Sharma Whole Time Director. The Research and Development is a continuous phenomenon inthe Company and due to which the Company is able to launch successfully various newproducts to trap the market throughout the year.


Details of foreign exchange earnings through exports and foreign exchange outgo onaccount of imports expenditure on Traveling and other matters etc. are shown in the NotesNo.34 to the Financial Statement. respectively of Notes on Accounts. To avoid repetitionthe members are requested to refer to these Notes.


The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd and theCalcutta Stock Exchange Limited. The Company has paid annual listing fees of the StockExchanges for the financial year 2018- 2019. There are no trading of Company's shares atCalcutta Stock Exchange.


Pursuant to Section 134 of the Act your Directors confirm that:

• In the preparation of Annual Accounts for the financial year ended March 312018 the applicable accounting standards have been followed along with proper explanationrelating to material departures and in compliance with the laws.

• The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period.

• The Directors have taken proper and sufficient care toward the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

• The Annual Accounts have been prepared on a going concern basis.

• The Directors have laid down internal financial controls which are adequate andare operating effectively.

• The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.


Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

• Details relating to Deposits covered Under Clause V of the Act;

• Issue of Equity Shares with differential rights as to Dividend Voting orotherwise;

• Issue of Shares (including Sweat Equity Shares) to Employees of the Companyreceive any scheme save.

• No significant or material orders were passed by the Regulators or Court orTribunals which impact the going concern status and Company's operations in future.


Certain Statements in the "Directors' Report" and in the "ManagementDiscussion & Analysis" describing the Company's objectives estimates andexpectations may be 'forward - looking statements' within the meaning of applicableSecurities Laws and Regulations. Actual results could differ substantially from thoseexpressed or implied.


The Directors are grateful to the Bankers and Financial Institutions for theircontinued support co-operation and assistance during the year. The Directors expresstheir thanks for the sincere and dedicated efforts put in by the workers staff andofficers during the year.

DIN NO.: 00511745

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