DEAR SHAREHOLDERS, Your Directors are pleased to present this Nineteenth Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements of Accounts for the financial year ended 31 March 2015. OPERATIONS The Company is pursuing Special Steel Business, Ferro Alloy Business and Coke Business. The Special Steel Business includes production of Hot Metal/Pig Iron, DRI/Sponge Iron, Special Steel Blooms/Billets, Bars & Wire Rods and Rebars. Whereas, the Ferro Alloy Business includes production of High Carbon Ferro Chrome and generation of Power for captive use and the Coke Business includes production of Coke. The consolidated total revenue of the Company stood at Rs. 12,951.44 Million for the financial year 2014-15. The profit before interest, depreciation, tax and exceptional item is Rs. 307.59 Million in the financial year 2014-15. During the year under review, financial and operational performance of the Company has been adversely affected due to various external factors including failure of commitment to grant Iron Ore mines, de-allocation of Coal Block, non availability of raw materials at viable prices due to mine closures, weak product prices due to over capacity and dumping of Steel mainly by China & Russia, Global Crash in Steel and commodity prices, the high interest costs, logistics costs, infrastructure bottlenecks etc. for domestic Steel Companies, due to delay in disbursement of sanctioned working capital & corporate loan and non-disbursement of the working capital for plant operation by some lenders. The Blast Furnace having installed capacity of 225,000 TPA produced 42,931 MT Hot Metal. The DRI Plant having installed capacity of 300,000 TPA produced 184,149 MT Sponge Iron as compared to 156,082 MT in the previous year. The Ferro Alloy Business, with a total current operating capacity of 120,000 TPA including the Furnaces taken on lease from VISA BAO Limited, a subsidiary Company, produced 62,719 MT of Ferro Alloy in the financial year 2014-15 compared to 70,568 MT in 2013-14. The generation of electricity from Company's Captive Power Plant, having installed capacity of 657 Million units per annum, was 367 Million units in financial year 2014-15 as compared to 435 Million units in the previous year. The Company has 51% stake in VISA SunCoke Limited (VSCL) which is operating the business of manufacturing and sale of Metallurgical Coke and associated Steam Generation Units. VSCL's production of Coke was 295,734 MT during the year. The Special Steel Business has been affected due to closure of several Iron Ore mines due to Shah Commission investigation and Supreme Court judgment dated 16 May 2014. The over capacity and excess production in China resulting in Cheap imports in the country and adverse duty structure domestically have further impacted the Special Steel Business. The Ferro Alloy Business has been affected due to frequent stoppage in the supply of Chrome Ore and Concentrate due to closure of various Chrome Ore mines, whereas the Power Plant was affected due to stoppage of Coal Linkage. The Coke Business performance has been affected due to sluggish demand for Coke in the domestic market and pressure of cheap imports from China. The Company is in advanced stage to transfer its Special Steel Business to VISA Special Steel Limited, a subsidiary of the Company, in order to improve focus and facilitate fund raising through strategic / financial investor. The accumulated losses of the Company exceeded fifty percent of its net worth as at 31 March 2015. However, subsequent to the business re-organisation and with the expected improvement in raw material scenario, the Company expects the net worth to improve. In view of the above, the Company has not referred the matter to the Competent Authority. The replacement value of the assets is higher than the book value, and the Company plans to unlock value in the Special Steel Business through strategic / financial investors as it has done by inducting SunCoke Energy, USA as a strategic investor in the Coke Business and Baosteel Resources Co. Ltd., China, in Ferro Alloy Business. FUTURE OUTLOOK According to the Ministry of Steel, Government of India, the current per capita consumption of finished steel in the country is only around 52 kg against the world average of 203 kg and therefore, there is a huge growth potential in steel consumption in India. Your Company has a Special Steel Business for production of Hot Metal/Pig Iron, DRI/Sponge Iron, Special Steel Blooms/ Billets, Bars & Wire Rods, Rebars at Kalinganagar in Odisha for supply to the Automobile, Construction, Infrastructure, Engineering, Railway and Defence Sectors. Your Company is committed to its vision to emerge as an efficient producer of high quality value added products including Coke, Ferro Alloy and Special Steel. Going forward, the Company expects the revenues and margins from Metallurgical Coke, Ferro Alloy & Special Steel Businesses to remain challenging in the short term, but is positive on the outlook over the medium to long term. CDR Your Company is focusing on consolidating its operations, improving raw material availability and operational efficiencies to reduce costs. The operations and cash flow of the Company have been affected due to delay in disbursement of sanctioned working capital & corporate loan and non-disbursement of the working capital for plant operation by some lenders. In view of the cash losses suffered by your Company due to high cost of raw material, weak product prices and high interest rate, and the consequent impact on cash flows, the Company has not been able to service its debt in a timely manner. In order to mitigate the cash strain and irregularity in debt servicing, the Company has been in discussions with lenders for Corrective Action Plan under Corporate Debt Restructuring (CDR) mechanism since 20 May 2015. Your Company has already infused additional equity funds of Rs. 325 Crores in a phased manner as per the CDR package. Meanwhile, lenders have invoked Strategic Debt Restructuring on 22 September 2015, which is subject to necessary approvals / authorizations (including special resolution by the shareholders). The Company is also evaluating option to induct strategic / financial investor and refinance debt to sustainable level. TRANSFER OF SPECIAL STEEL BUSINESS The Board of Directors of the Company has approved a Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956, between the Company and VISA Special Steel Limited (VSSL), a subsidiary of the Company, and their respective shareholders and creditors, which inter alia, envisages transfer of its Special Steel Business (comprising of Blast Furnace, DRI Plant, Steel Melt Shop, Rolling Mill and associated steam generation units) to VSSL. The Appointed Date of the Scheme is 1 April 2013 or such other date as may be fixed or approved by the Hon'ble High Court of Judicature of Orissa at Cuttack. The Scheme has been approved by the members of the Company at the Court Convened Meeting (CCM) held on 10 June 2014. Subsequent to the approval of the members, a petition was filed before the Hon'ble High Court of Orissa on 25 June 2014. Lender's approval was received on 31 December 2014. Final Decision of the High Court of Orissa is awaited. AMALGAMATION OF VISA BAO LIMITED The Board of Directors of the Company had approved a Scheme of Amalgamation under Section 391 to 394 of the Companies Act, 1956, between the Company and VISA BAO Limited, a subsidiary of the Company and their respective shareholders. The appointed date of the Scheme is 1 April 2015 or such other date as may be fixed or approved by the Hon'ble High Court of Judicature of Orissa at Cuttack. The scheme is subject to necessary approval from all concerned authorities. Post Amalgamation, Baosteel will hold 5% stake in the Company. AMALGAMATION OF KALINGANAGAR SPECIAL STEEL PRIVATE LIMITED The Board of Directors of the Company had approved a Scheme of Amalgamation under Section 391 to 394 of the Companies Act, 1956, between the Company and Kalinganagar Special Steel Private Limited, a subsidiary of the Company and their respective shareholders and creditors. The appointed date of the Scheme is 31 March 2014 or such other date as may be fixed or approved by the Hon'ble High Court of Judicature of Orissa at Cuttack. DIVIDEND In view of the loss incurred by the Company, your Directors have not recommended any dividend for the financial year ended 31 March 2015. TRANSFER TO RESERVES In view of losses incurred by the Company during the year, no amount has been transferred to the General Reserve for the financial year ended 31 March 2015. CHANGE IN NATURE OF BUSINESS During the year under review, there has been no change in the nature of business of the Company. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) Your Company has, subsequent to year end, transferred a sum of Rs. 359,635/- to Investor Education and Protection Fund, in compliance with the provisions of Section 124, 125 and other applicable provisions of the Companies Act, 2013 (corresponding to Section 205C of the Companies Act, 1956). The said amount represents dividend for the year 2007 - 08 which remained unclaimed for a period 7 years from its due date of payment. SHARE CAPITAL The Company's paid up equity share capital remained at Rs. 1,100,000,000 (Rupees One Hundred Ten Crores only) comprising of 110,000,000 equity shares of Rs. 10 each. There was no change in the Company's share capital during the year under review. SUBSIDIARIES The Company has seven subsidiaries including indirect subsidiaries namely, VISA BAO Limited, VISA SunCoke Limited, Kalinganagar Special Steel Private Limited, VISA Ferro Chrome Limited, VISA Special Steel Limited, Ghotaringa Minerals Limited and Kalinganagar Chrome Private Limited: (i) VISA BAO Limited (VBL) is a Joint Venture between the Company and Baosteel Resources Co. Ltd. (Baosteel), China. VBL has a Ferro Alloy Plant with 4 Submerged Arc Furnaces at Kalinganagar in Odisha of which 2 furnaces have been commissioned and balance 2 Furnaces are under completion. The Company holds 65 percent stake in VBL and Baosteel, which is one of the leading Steel companies in the world, holds the balance 35 percent stake. Subsequent to year end, the Board of Directors of the Company and VBL had approved the amalgamation of VBL with the Company through a Scheme of Amalgamation. Post Amalgamation, Baosteel will hold 5% stake in the Company. Necessary approvals have been initiated and are in progress. (ii) VISA SunCoke Limited (VSCL) is a Coke making Joint Venture with SunCoke Europe Holding B.V. (SunCoke), in which the Company holds 51 percent stake and SunCoke holds remaining 49 percent stake. The joint venture comprises of 400,000 MTPA Heat Recovery Coke Plant and associated Steam Generation Units at Kalinganagar in Odisha. The joint venture provides great opportunity for VSCL to leverage its operating and technological expertise to serve customers across India with the highest quality coke. (iii) Kalinganagar Special Steel Private Limited, a wholly owned subsidiary, was incorporated on 27 May 2013. (iv) VISA Ferro Chrome Limited (VFCL), a step down subsidiary was incorporated on 26 July 2013. VFCL is a wholly owned subsidiary of Kalinganagar Special Steel Private Limited. (v) VISA Special Steel Limited incorporated on 27 July 2012 and is a wholly owned subsidiary of VISA Ferro Chrome Limited. (vi) Ghotaringa Minerals Limited (GML) is a Joint Venture between the Company and Orissa Industries Limited (ORIND). (vii) Kalinganagar Chrome Private Limited, a wholly owned subsidiary, was incorporated on 1 July 2013. The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. A statement containing the salient features of the financial statement of the Company's subsidiaries in the prescribed form AOC-1 pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed separately to the financial statements. The Annual Accounts of the subsidiary companies will be made available to the shareholders of the aforesaid subsidiaries and the Company as and when they demand and will also be kept for inspection by any investor at the registered office of the Company and these subsidiaries. The Financial statements of the Company and its subsidiaries are also available on the website of the Company. EXTENSION OF DATE FOR HOLDING ANNUAL GENERAL MEETING OF THE COMPANY In accordance with provisions of Section 96 read with Section 129 of the Companies Act, 2013, the Annual General Meeting (AGM) of the Company for the financial year ended 31 March 2015, was due to be held on or before 30 September 2015. The Company approached the Registrar of Companies, Orissa to extend time by three months for holding the Annual General Meeting so that necessary effect could be given to the Scheme of Arrangement between the Company and VISA Special Steel Limited on its sanction by the Hon'ble High Court of Judicature of Orissa at Cuttack and to complete the preparation of financial statements of the Company after giving effect to the Scheme. Necessary approval was granted by the Registrar of Companies, Orissa vide their letter dated 14 August 2015. BOARD MEETINGS The Board met 7 times during the year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. Further, the Independent Directors at their meeting, reviewed the performance of the Board, Chairman of the Board and of Non Independent Directors, as required under the Act and the Listing Agreement. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms with the Articles of Association of the Company, Mr. Vishal Agarwal, Vice Chairman & Managing Director (DIN: 00121539), retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board has recommended his re-appointment. Mr. Shiv Dayal Kapoor (DIN 00043634), Mr. Debi Prasad Bagchi (DIN: 00061648), Mr. Pratip Chaudhuri (DIN 00915201) and Ms. Gauri Rasgotra (DIN 06862334) have given declarations confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Mr. Saubir Bhattarcharyya (DIN: 01383195) was appointed as Nominee Director (Nominee of State Bank of India (SBI)) on 10 February 2015. However, Mr. Bhattacharyya resigned from his office w.e.f. 6 April 2015. SBI has thereafter nominated Mr. Manas Kumar Nag (DIN 02058292) as its Nominee Director and the Board had accordingly appointed him as the Nominee Director w.e.f. 14 August 2015. Mr. Manoj Kumar Digga (DIN 01090626) has been appointed as the Wholetime Director designated as Director (Finance) & Chief Financial Officer of the Company for a period of 3 (three) years w.e.f. 14 August 2015. The appointment and remuneration payable to him require the approval of the Members at the ensuing Annual General Meeting. Subsequent to the year end, Mr. Punkaj Kumar Bajaj (DIN 02216069) Joint Managing Director & CEO (Steel Business) had expressed his desire to seek voluntary retirement from the services of the Company. The Board had accordingly, accepted his request and he was relieved from the services of the Company from the close of business hours on Monday, 14 September 2015. Mr. Manoj Kumar (DIN 06823891) has been appointed as the Wholetime Director designated as Director (Kalinganagar) of the Company for a period of 3 (three) years w.e.f. 15 September 2015. The appointment and remuneration payable to him require the approval of the Members at the ensuing Annual General Meeting. Mr. Kishore Kumar Mehrotra (DIN 02894045) has been appointed as the Additional Director (Non Executive, Independent) of the Company w.e.f. 12 November 2015. The Company has received Notice under Section 160 of the Companies Act, 2013, along with required deposit, from a member proposing his candidature for the office of Director (Non Executive, Independent) of the Company. The Board has recommended his appointment as Independent Director of the Company. Brief resume" of the above Directors, nature of their expertise in their specific functional areas, details of directorships in other companies and the chairmanship / membership of committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are given in the Notice for the ensuing Annual General Meeting. Key Managerial Personnel During the year, Mrs. Subhra Giri Patnaik, Company Secretary and Compliance Officer of the Company resigned from the services of the Company. The resignation was effective 23 November 2014. Consequent to Mrs. Patnaik's resignation, the Board appointed Mr. Keshav Sadani as the Company Secretary and Compliance Officer of the Company w.e.f. 23 May 2015. BOARD EVALUATION The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the Board Committees, in due compliance with the provisions of the Companies Act, 2013 and the Listing Agreement. The performance evaluation of the Independent Directors was carried by the entire Board and the performance evaluation of the Chairman and Non - Independent Directors was carried out by the Independent Directors. The Board evaluation was carried out in accordance with the criteria laid down in the Nomination and Remuneration policy of the Company. DIRECTORS' RESPONSIBILITY STATEMENT In terms of the provisions of Section 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability confirm: (a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) that the directors 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 as at 31 March 2015 and of the loss of the company for that period; (c) that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) that the annual accounts had been prepared on a going concern basis; (e) that the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. AUDIT COMMITTEE The Audit Committee comprises of 3 (three) Non Executive Independent Directors. Mr. Shiv Dayal Kapoor is the Chairman of the Audit Committee. The members of the Committee possess adequate knowledge of Accounts, Audit and Finance, among others. The composition of the Audit Committee meets the requirements as per Section 177 of the Companies Act, 2013 and of Clause 49 of the Listing Agreement and is detailed in the Corporate Governance Report forming part of this Annual Report. All recommendations made by the Audit Committee during the financial year 2014 - 15 were accepted by the Board of Directors of the Company. CEO / CFO CERTIFICATION As required under Clause 49 (V) of the Listing Agreement with the Stock Exchanges, Mr. Punkaj Kumar Bajaj, erstwhile Joint Managing Director & CEO (Steel Business) and Mr. Manoj Kumar Digga, Wholetime Director designated as Director (Finance) & Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements for the year ended 31 March 2015, which is annexed to this Report Auditors Statutory Auditors and Auditors Report The members of the Company had, at the 18th Annual General Meeting of the members of the Company held on 24 December 2014, approved the appointment of M/s. Lovelock & Lewes, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of that Annual General Meeting till the conclusion of 21st Annual General Meeting, subject to ratification by members at every Annual General Meeting. Accordingly, the existing appointment of M/s. Lovelock & Lewes, Chartered Accountants, as Statutory Auditors of the Company is placed for ratification by shareholders at the ensuing annual general meeting. In compliance with Section 139 and other applicable provisions of the Companies Act, 2013, the Company has obtained a written consent from the Auditors and also a certificate to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Act. The para-wise management response to the qualifications / observations made in the Independent Auditors Report is stated as under: 1. As regards the para 8 of the Independent Auditors Report, attention is drawn to Note no. 34 of the Notes of the Accounts of the Standalone Account which is self-explanatory. 2. Attention is drawn to para 10 of the Independent Auditors Report regarding matter of emphasis. The clarification of the same is provided in Note no. 44 of the Notes of the Accounts of the Standalone Accounts. 3. As regards the para (iii) of the Annexure to the Independent Auditors Report, your Directors report that Ghotaringa Minerals Ltd, subsidiary of the Company could not pay the interest of Rs. 1.99 Million as at financial year end 31 March 2015, due to financial constraints and has assured that the same will be paid during the financial year 2015-16. 4. The Auditors' observation in para (viii) of the Annexure to the Auditors' Report that the accumulated losses of the Company exceeds fifty present of its net worth as at 31 March 2015 and it had incurred cash losses in the financial year ended on that date and immediate preceding financial year. The Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956 for transfer of its Special Steel Business to VISA Special Steel Limited, subsidiary of the Company for proper focus on Special Steel Business and to facilitate attracting Investors is in the final stage of consideration by the Hon'ble High Court of Judicature of Orissa at Cuttack. Considering the improvement in the scenario and the outcome pursuant to this transfer the Company is not referring the matter to the competent authority; 5. The Auditors observation in para (ix) of the Annexure to the Auditors report regarding dues to financial institution and banks aggregating Rs. 2,518.24 million as mentioned in Note 5D were due to severe liquidity crisis being faced by the Company on account of continued cash losses incurred. Internal Auditors In terms of the provisions of Section 138 of the Act, M/s. L B Jha & Company, Independent Chartered Accountants were appointed as Internal Auditors of the Company for the financial year 2014-15. The Audit Committee in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, interalia, reviews the Internal Audit Report. The Board has re-appointed M/s. L. B. Jha & Company, Independent Chartered Accountants as Internal Auditors of the Company for the financial year 2015-16. Secretarial Auditors Pursuant to 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 had appointed CS Manoj Kumar Banthia of M/s. M K B & Associates, Practicing Company Secretaries, as its Secretarial Auditor to undertake the Secretarial Audit for the financial year 2014 -15. The report of the Secretarial Auditor in specified form MR-3, is annexed herewith as Annexure I and forms part of this report. The report does not contain any observation or qualification or adverse remarks. The Board has re-appointed CS Manoj Kumar Banthia of M/s. M K B & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for the financial year 2015 - 16. Cost Auditors As per Section 148 of the Companies Act, 2013, the Board of Directors has appointed, M/s. DGM & Associates, (Registration No.00038), Cost Accountants, Kolkata as Cost Auditors of the Company, to carry out the cost audit of the products (Pig Iron & Pig Scrap, Ferro Alloy and Sponge Iron) manufactured by the Company for the financial year ending 31 March 2016. The Cost Audit Report for the year 2013-14 has been filed under XBRL mode within the due date of filing. RISK MANAGEMENT The volatility in the global economy and the increasingly complex interplay of factors influencing the business makes Risk Management an inevitable exercise and to cater to the same, your Company has identified major focus areas for risk management to ensure organisational objectives are achieved and has a robust policy along with well-defined and dynamic structure and proactive approach to assess, monitor and mitigate risks associated with the business SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations. INTERNAL CONTROL SYSTEM Your Company has adequate system of internal control procedures commensurate with its size and the nature of business. The internal control systems of the Company are monitored and evaluated by the Internal Auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors of the Company. Your Company manages and monitors the various risks and uncertainties that can have adverse impact on the Company's Business. Your Company is giving major thrust in developing and strengthening its internal audit so that risk threat can be mitigated. RELATED PARTY TRANSACTIONS All related party transactions entered into during FY 2014-15 were on arm's length basis and also in the ordinary course of business. No related party transactions were made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons during FY 2014-15, except those reported. All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained on a yearly basis for the transactions which were of foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions was placed before the Audit Committee for its approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at: www.visasteel.com Information on transaction with related parties is given in Form AOC-2, Annexure II and the same forms part of this report. None of the Directors or KMP has any pecuniary relationships or transactions vis-a-vis the Company during FY 2014-15. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure III forming part of this Report. 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. HUMAN RESOURCES The Company has formulated a detailed Code of Conduct in order to practice ethical behavior and sound conduct to establish the principles that guide our daily actions. Ethical conduct is the cornerstone of how the Company does business. The Company is committed to creating a healthy work environment that enables employees to work without fear of prejudice, gender bias, sexual harassment and all forms of intimidation or exploitation. It is committed to provide a work environment that ensures every employee, is treated with dignity and respect. The Company recognizes Human Resource as its most important assets and is constantly engaged in enriching the value and developing competencies of Human Resources through various development & training programmes. We improve our team building and encourage family bonding through various employee engagement social activities. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules) are set out in Annexure IV to this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during working hours. Any member interested in obtaining a copy of the statement may write to the Company. The disclosure pertaining to remuneration of Directors, Key Managerial Personnel and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Rules are provided in Annexure IVB to this report. EMPLOYEES STOCK OPTION The Company has a ESOP Scheme in place titled Employee Stock Option Scheme 2010 (ESOP Scheme 2010), for permanent employees including any Director, whether whole-time or otherwise, of the Company, its subsidiaries and the Holding Company to be administered by the Nomination and Remuneration Committee of the Board of Directors of the Company. ESOP Scheme 2010 provides an incentive to attract, retain and reward the employees and enable them to participate in future growth and financial success of the Company. Each option confers a right upon the employee to apply for one equity share of the Company. During the year under review, 120,469 Stock Options have vested with the specified employees of the Company and its subsidiary (ies) under the ESOP Scheme 2010 and 403,895 Stock Options have lapsed till 31 March 2015. As on 31 March 2015, none of the Options have been exercised. The particulars with regard to ESOP scheme as on 31 March 2015, as required to be disclosed pursuant to the provisions of Rule 12(9) of the Companies (Share Capital & Debentures) Rules, 2014 are set out in Annexure V to this Report. A Certificate from the Statutory Auditors with regard to the implementation of ESOP Scheme 2010 would be placed at the forthcoming Annual General Meeting. DEPOSITS The Company has not accepted or renewed any deposits during the year under review. CONSOLIDATED FINANCIAL STATEMENT In terms of Clause 32 of the Listing Agreement with Stock Exchanges, Consolidated Financial Statement, conforming to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, is attached as a part of the Annual Report. CORPORATE GOVERNANCE The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under Clause 49 of the Listing Agreement with the Stock Exchanges. A Report on Corporate Governance & Shareholder Information together with the Auditors' Certificate thereon is annexed as part of the Annual Report. MANAGEMENT DISCUSSION & ANALYSIS A detailed analysis of the Industry and Company Outlook, Company's operations, project review, risk management, strategic initiatives and financial review & analysis, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented under a separate section titled "Management Discussion and Analysis" forming part of the Annual Report. EXTRACT OF THE ANNUAL RETURN The details forming part of the extract of the Annual Return in Form MGT 9 as per provisions of Companies Act, 2013 and rules thereto is annexed to this report as Annexure VI. VIGIL MECHANISM (WHISTLE BLOWER POLICY) The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The policy provides for adequate safeguards against victimization of employees and / or Directors and also provides for direct access to the Chairman of the Audit Committee. The Policy is uploaded on the website of the Company at : www.visasteel.com CORPORATE SOCIAL RESPONSIBILITY POLICY The Corporate Social Responsibility (CSR) policy recommended by the Corporate Social Responsibility Committee had been approved by the Board of Directors. The CSR policy is available on the website of the Company at: www.visasteel.com and is also attached to this report as Annexure VII. During the year, the CSR initiatives undertaken by the Company, although not mandatory under Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules 2014, are detailed in the Annual Report. NOMINATION AND REMUNERATION POLICY In terms of the requirement of Section 178 of the Companies Act, 2013, on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Nomination and Remuneration policy of the Company. The Nomination and Remuneration policy is attached to the Board's Report as Annexure VIII. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance towards sexual harassment at the 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. The Company has not received any complaint of sexual harassment during the financial year 2014-15. ACKNOWLEDGEMENT Your Directors record their sincere appreciation for the assistance, support and guidance provided by banks, financial institutions, customers, suppliers, regulatory & government authorities, project & other business associates and stakeholders. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company's growth. The Directors look forward to their continued support in future. Your Directors value your involvement as shareholders and look forward to your continuing support. For and on behalf of the Board Vishal Agarwal Vice Chairman & Managing Director Manoj Kumar Digga Wholetime Director designated as Director (Finance) & Chief Financial Officer Place : Kolkata Date : 13 November 2015 |