Bihar Sponge Iron Ltd

Dear Members,

Your directors take pleasure in presenting the 42nd Annual Report along with the Audited Financial Statements of the Company along with audited accounts for the Financial Year ended 31st March, 2024.

Financial Performance

(Rs. Lakhs

Outlook

India is the world's second-largest producer of crude steel. The government has taken various steps to boost the sector including the introduction of National Steel Policy 2017 and allowing 100% Foreign Direct Investment (FDI) in the steel sector under the automatic route. The Government's

National Steel Policy 2017 aims to increase the per capita steel consumption to 160 kgs by 2030-31.

In FY 2024-25, demand for steel is expected to increase by 9-10%. Demand for steel in India will reach 221-275 million tonnes by 2033-34, driven by rising construction activities. Steel companies are looking to restart expansion projects on the back of burgeoning steel processes.

Sponge Iron is the basic raw material for Steel manufacturers, so it is growing up parallel with steel demand. According to National Steel Policy, 2017, the aim is to increase the DRI production from 37.14 million tons to 80 million tons by 2030-31. India has huge untapped potential for the growth in the sponge iron industry, as it has still one of the lowest steel consumptions per capita (74.3 Kg.). The industry's prospects are looking bright.

Operations

The Company was constrained to shut its Plant and Operations since 9th August, 2013 on account of sudden stoppage of coal supply by Central Coalfields Limited, a Unit of Coal India Limited against long term Fuel Supply Agreement. The Coal available through online auction from various Coal Companies was of lower grades and was also available at high price, therefore, it was not economically viable for the company to operate with the costlier coal.

As reported last year, with a view to earning some revenue, the Company had entered into a Facility User Agreement dated 30.12.2020 with M/s. Vanraj Steels Private Limited, Mr. Manoj Kumar Agarwal and M/s. Parasnath Advisory Private Limited.

After complete overhauling and renovation work of the plant as well as the railway siding, the possession of the same had been handed over to M/s. Vanraj Steels Private Limited on 12th January, 2022. With the handing over of the plant, the Company has started receiving the operating income.

Now the plant is in operation, and with the restart of the plant, Company has started earning revenue and there is net profit before tax amounting to Rs. 744.48 Lacs during FY 2023-24. Management is hopeful of earning good profit in future and losses suffered in past will get wiped out in due course.

The financial statements, as such, have been prepared on a going concern basis on the strength of management's plan of revival including restructuring of liabilities, operation of the plant through a third-party ensuring generation of revenue.

5 MW Power Plants/ Steel Plant

The Company from the existing power plant generates 5 MW of power based on 80% Dolo Char + 20% Coal Fine, being produced in the manufacturing of sponge iron. Due to the high price of coal, power generation cost is very high. To control the overhead cost, the company has taken 3 MW power connection from Jharkhand State Electricity Board.

Corporate Social Responsibility

The Board of Directors of the Company in its meeting held on 26th May, 2023 had approved the dissolution of the Corporate Social Responsibility Committee pursuant to the provision of Section 135(9) of the Companies Act, 2013 ("the Act") and the functions of the said Committee shall now be discharged by the Board. The Company has a Corporate Social Responsibility (CSR) Policy in accordance with the provisions of the Act and rules made thereunder. The CSR Policy along with the CSR projects approved by the Board, the composition of the Committee and other relevant details are disclosed on the website of the Company at www.bsil.org.in.

The Annual Report on the CSR activities undertaken by the Company during the Financial Year under review, in the prescribed format, is annexed to this Report as "Annexure -F".

Dividend

In view of the losses suffered by the Company in the past, no dividend has been proposed for the financial year ended 31st March, 2024.

Share Capital

The Paid-up Equity Share Capital as on 31st March, 2024 is Rs. 9020.54 lakhs. During the year under review, the

Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Fixed Deposits

During the year under review, your Company has not accepted any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies, of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Subsidiary, Associate and Joint Ventures

The Company does not have any Subsidiary, Associate or Joint Venture Company as on 31st March, 2024.

Material Changes and Commitments

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of financial year and the date of report.

Directors

Changes in Directors and Key Managerial Personnel

Since last reported, the following changes have taken place in the Board of Directors and Key Managerial Personnel:

In accordance with Regulation 17 (1)(1D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") which requires that any director serving on the Board of Directors of a listed company as on 31st March, 2024 without the approval of the shareholders for the last 5 years or more shall be subject to the approval of the shareholders in the ensuing Annual General Meeting to be held after 31st March, 2024. The Board of Directors of the Company pursuant to the provisions of Sections 152, at its meeting held on 14th August, 2024 pursuant to the recommendations of Nomination and Remuneration Committee has approved the re-appointment of Mr. Umesh Kumar Modi (DIN: 00002757) as a Non-Executive NonIndependent Director of the Company pursuant to the Regulation 17 (1)(1D) of SEBI Listing Regulations.

In accordance with the provisions of Section 152 of the Act 2013 and Article 128 of the Articles of Association of the Company, Mrs. Kumkum Modi (DIN: 00522904) retires by rotation at ensuing Annual General Meeting and being eligible offers herself for re-appointment. Your directors recommend her re-appointment.

Mr. Shiv Shankar Agarwal, Independent Director of the Company, has completed his 1st term of 5 years as an Independent Director on 10th May, 2023. Accordingly, he has ceased to be a Director of the Company, w.e.f. 11th May, 2023.

Mr. Jagdish Chander Chawla, Independent Director of the Company, ceased to be a Director of the Company w.e.f. 16th February, 2024, due to his resignation due to other preoccupation with other professional activities.

Mr. Ajay Kumar Aggarwal was appointed as a Non-Executive Independent Director of the Company w.e.f. 1st September, 2023.

Mr. Pramod Kumar Gupta was appointed as a Non-Executive Independent Director of the Company w.e.f. 27th November,

2023.

Mr. Vijay Kumar Modi (DIN: 00004606), Mr. Anirudh Kumar Modi (DIN: 01751260) and Mrs. Asha Agarwal (DIN: 09026835), Non-Executive Independent Directors of the Company have resigned from the Board w.e.f. 27th August,

2024.

Board has appointed and recommend the regularization of Mr. Rohit Chawdhary (DIN: 10751087), Ms. Mohi Kumari (DIN: 09696682) and Mr. Adhish Sharma (DIN: 10751609) as Non-Executive Independent Directors, not liable to retire by rotation, of the Company for the first term of consecutive 5 (five) years w.e.f. 16th September 2024 till 15th September, 2029.

None of the Directors of the Company is disqualified under Section 164 (2) of the Act. Your directors have made necessary disclosures as required under various provisions of the Companies Act, 2013.

Composition of Kev Managerial Personnel

Pursuant to the relevant provisions of Section 203 of the Act, the Company has the following KMPs:

Declaration by Independent Directors

All the Independent Director(s) have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

Formal Evaluation of Board, Committees and Directors

Pursuant to the provisions of Section 134 of the Act and Regulation 17 of the SEBI Listing Regulations, Independent Directors at their meeting (without participation of the NonIndependent Directors and Management) have considered/

evaluated the Boards' performance, Performance of the Chairman and other Non-Independent Directors.

The Board subsequently evaluated the performance of the Independent Directors as per the criteria laid down and has recommended their continuation on the Board of the Company. The working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship) and Independent Directors (without participation of the Director being evaluated) were also evaluated. The criteria for performance evaluation have been detailed in the Corporate Governance Report.

Number of Board Meetings

During the year 2023-24, Four (4) Board Meetings were convened and held. Details of the same are given in the Corporate Governance Report which forms part of this report. The intervening gap between either two meetings was within the period prescribed under the Act, and the SEBI Listing Regulations.

Directors' Responsibility Statement

Pursuant to Section 134 (5) of the Act, the Directors of your Company declare as under that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down and implemented internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statement regarding opinion of the Board with regard to Integrity, Expertise and Experience of the Independent Director appointed during the year

During the Year, Mr. Ajay Kumar Aggarwal and Mr. Pramod Kumar Gupta were appointed as Non-Executive Independent Director(s) of the Company w.e.f. 1st September, 2023 and 27th November, 2023 respectively. In the opinion of Board Mr. Aggarwal and Mr. Gupta are persons with high moral values, having rich experience in the matter of Corporate Laws and good corporate governance.

Significant and Material orders passed by the Regulators or Courts or Tribunals

During the year under review, there were no significant material orders passed by the Regulators or Courts or Tribunals that could impact the going concern status of the Company and its future operations.

Auditors and Auditors Report

Statutory Auditor

M/s. K. K. Jain and Co., Chartered Accountants (FRN: 002465N), were re-appointed as the Statutory Auditors of the Company in the 40th AGM of the Company till the conclusion of 45th AGM.

M/s. K.K. Jain & Co., Chartered Accountants, (FRN: 002465N) vide their letter dated 3rd November, 2023 have resigned as Statutory Auditors of the Company with immediate effect, thereby resulting into a casual vacancy in the office of Statutory Auditors of the Company.

In order to fill the casual vacancy caused by resignation of the Auditor, the Board of Directors at its meeting held on 6th November, 2023, upon the recommendation of the Audit Committee, and pursuant to the provisions of Section 139(8) of the Companies Act, 2013, have appointed M/s. Doogar & Associates, Chartered Accountants (FRN: 000561N), as Statutory Auditors of the Company, till the conclusion of ensuing AGM in the Financial Year 2024. The approval of the shareholders was accorded via Postal Ballot Notice dated 6th November, 2023.

Auditor's Qualification

Notes to accounts referred to in the Auditor's Report are self-explanatory and therefore do not call for any further explanation. However, the following has not been recognized as explained below:

a. Rs. 4,352.70 Lakhs against currency fluctuation of foreign currency loan has not been recognized as the Company has filed Letters Patent Appellate Jurisdiction

(LPA) before the Divisional Bench of High Court of Jharkhand, Ranchi and it is hopeful that the decision will be in favour of the Company.

b. Rs. 215.28 Lakhs recovered by South Eastern Coal Fields Ltd as penalty on account of short lifting of coal quantity in terms of Fuel Supply Agreement as the matter has been disputed by the Company under writ petition filed before the Hon'ble High Court of Chhattisgarh. The Company is hopeful that it would get an order in its favour in the said proceedings.

c. Interest on unsecured loan taken from Promoters and other parties from 10.08.2013 to 31.03.2024 has not been taken into account as the Company will approach the lenders for the waiver of the interest on unsecured loan.

d. Interest on Soft Loan taken from the Government of Jharkhand under the Industrial Rehabilitation Scheme 2003 amounting to Rs. 7448.22 Lakhs from 10.08.2013 to 31.03.2024 has not been provided and is subject to representation for waiver.

Internal Auditors

M/s. Sarat Jain & Associates, Chartered Accountants (FRN: 014793C), Noida, conducted Internal Audit periodically and submitted their reports to Audit Committee. Their Repots have been reviewed by the Audit Committee.

Cost Auditors

The Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. M.K. Singhal & Co., Cost Accountants (FRN: 00074), as the Cost Auditors to audit the cost accounting records maintained by the Company for the financial year 2024-25 at a remuneration of Rs.1,00,000/- plus taxes as applicable and reimbursement of out-of-pocket expenses. As required under the Companies Act, 2013, a resolution seeking member's approval of the remuneration payable to the Cost Auditor forms part of the notice convening the Annual General Meeting.

Secretarial Auditor

M/s. Soniya Gupta & Associates, Company Secretaries (PCS COP No. 8136) were appointed as the Secretarial Auditor of the Company in relation to the financial year 2023-24, in terms of Section 204 of the Companies Act, 2013.

The Secretarial Audit Report for financial year 2023-24 is attached as "Annexure - A" with this report.

The observations in the secretarial audit report is selfexplanatory and therefore do not call for any further explanation.

Particulars of Loans, Guarantees or Investments under Section 186

The Company has not given any loans, guarantees or made any investments under Section 186 of Companies Act, 2013 during the financial year 2023-24.

Internal Financial Control and their Adequacy

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

Risk Management Policy

As per Section 134(3) (n) of the Companies Act, 2013, the Company has adopted a Risk Management Policy which is reviewed on a periodic basis to recognize and reduce exposure to risks wherever possible. The Company's Risk management policies are based on the philosophy of achieving substantial growth and managing risks involved.

Nomination and Remuneration Policy

In accordance with the requirements under Section 178 of the Companies Act, 2013 and Listing Regulations, the Committee formulated a Nomination and Remuneration policy to govern the nomination/appointment, criteria for determining qualifications, positive attributes, independence of a Director and remuneration of Directors, Key Managerial Personnel, other employees and senior Management of the Company. Details of Composition of Committee are given in the Corporate Governance Report.

The aforesaid policy can be accessed on the Company's website at www.bsil.org.in.

Vigil Mechanism/ Whistle Blower Policy

In compliance of Section 177 (9) & (10) of the Companies Act, 2013 and in terms of Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has set up a whistle blower policy which can be viewed on the Company's website at www.bsil.org.in. In terms of the said policy, the Directors and employees are given direct access to the Chairman of the Audit Committee to report on alleged wrong doings.

Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

Particulars of Contracts or Arrangements with Related Parties

All the Related party Transactions entered by the Company during the financial year were done in the ordinary course of business and at Arm's Length. The Audit Committee granted omnibus approval for the said related party transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors.

During the year, your Company had entered materially significant transactions i.e. transactions exceeding ten percent of the annual consolidated turnover with Related Parties and the same are within the limits approved by the Shareholders of the Company. Furthermore, suitable disclosures as are required under IND AS - 24 have been made in the Notes to the Financial Statements.

The details of these transactions, as required to be provided under section 134(3) (h) of the Companies Act, 2013 are disclosed in Form AOC-2 as "Annexure-B" and forms part of this report.

The policy on materiality to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Act, and regulation 23 of the Listing Regulations, as amended, is uploaded and can be viewed on the Company's website at www.bsil.org.in.

Extract of the Annual Return

The extract of the Annual Return as per the provisions of Section 92 of Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 will be made available on the website of the Company at www. bsil.org.in.

Particulars of Employees and Related Disclosures

Disclosure with respect to remuneration of Directors and employees as required under section 197 (12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Board report for the year ended 31st March, 2024 are given in "Annexure-C" to this Report.

Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read with rule (8)(3) of the Companies Account Rules, 2014 is enclosed in "Annexure-D" and forms part of this report.

Corporate Governance

A report on Corporate Governance along with an Auditors' Certificate confirming compliance of conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual report.

Management Discussion Analysis Report

In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report is annexed as "Annexure-E" and form part of this report.

Listing of Securities

The equity shares of your Company continue to be listed on BSE Ltd. and the listing fee for the Financial Year 2024-25 has been paid.

Compliance with Secretarial Standards

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India as approved by Central Government as required under Section 118(10) of the Companies Act, 2013.

Disclosures in relation to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act- 2013

During the Financial Year 2023-24, no complaint was received from any employee and hence no complaint is outstanding as on 31st March, 2024 for redressal.

Details of application made or any proceeding pending under The Insolvency and Bankruptcy Code

During the year under review, no application is made, nor any proceeding is 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

During the year under review, no one time settlement was made by the Company with any Banks or Financial Institutions.

Acknowledgement

Your directors take this opportunity to place on record their sincere thanks to all stakeholders, various departments of Central Government, the Government of Bihar and Jharkhand, Financial Institutions and Banks for their valuable assistance. Your directors equally acknowledge the trust reposed by you in the Company. The Directors also wish to place on record their appreciation for the all-round support and co-operation received from the employees at all levels.