Electrosteel Steels Limited Unlisted Shares Annual Reports

Electrosteel Steels Limited Unlisted Shares

ESL Steel Limited 2023-2024 Annual Report Summary: The Board of Directors presents the company's 17th Annual Report for the year ended March 31, 2024. ESL Steel Limited, formerly known as Electrosteel Steels Limited, operates as a fully integrated iron and steel manufacturing unit in Bokaro, Jharkhand, with a current capacity of 1.7 MTPA hot metal production and plans for expansion to 3 MTPA. The company manufactures billets, TMT bars, wire rods, and ductile iron (DI) pipes, and also produces metallurgical coke, sinter, and power for its own use. Financial Performance: * Revenue from operations increased to INR 8,50,811.78 Lakhs from INR 7,97,757.92 Lakhs. * Finance costs were INR 43,161.44 Lakhs, up from INR 37,605.47 Lakhs. * The company incurred a loss after tax of INR (96,756.82) Lakhs compared to a loss of INR (55,790.59) Lakhs in the previous year. * EPS (Basic & Diluted) was INR -5.23 compared to INR -3.02. * Achieved highest ever hot metal production of 1.473 MT, up 8% Y-O-Y, and highest ever saleable production of 1.386 MT, up by 8% Y-O-Y. However, EBITDA margins contracted by 32% Y-O-Y, primarily due to declining market prices for long products and commodity price volatility. Business Updates: * Cost optimization efforts are ongoing. * Mines acquired in earlier years have been ramped up In FY2024, producing 5.4 MT and dispatching 5 MT, ensuring raw material security. * The management expresses their inability to declare any dividend for the financial year ended 31st March 2024 due to losses. Equity Share Capital: * Authorized Share Capital: INR 1,00,20,00,00,000 divided into 10,02,00,00,000 Equity Shares of INR 10 each. * Issued, Subscribed, and Paid-Up Share Capital: INR 18,49,03,02,240 divided into 1,84,90,30,224 Equity Shares of INR 10 each fully paid up. * Vedanta Limited (VEDL) is the 'Holding Company', holding 95.49% of the share capital. Corporate Governance and Compliance: * Board of Directors includes Mr. Arun Misra, Mr. Thomas Mathew T, Mr. Subodh Kumar Rai, Ms. Poovannan Sumathi, and Mr. Ashish Kumar Gupta. * Board met 8 times during FY 2023-24. * Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee, and Corporate Social Responsibility Committee are constituted as per the Companies Act, 2013. * Mr. Thomas Mathew T will be reappointed for a second term of 2 years as an Additional Director (Non-Executive Independent) with effect from 15th June 2024. Mr. Subodh Kumar Rai will be reappointed for a second term. * The company has received declarations of independence from all Independent Directors. * The company has a Risk Management Policy and a Corporate Social Responsibility Policy. * The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark. * All related party transactions entered during the year 2023-24 have been placed on quarterly basis before the Audit Committee/Board. * The Company has zero tolerance for sexual harassment at workplace. Legal and Regulatory Matters: * The Company's Consent to Operate (CTO) and Environment Clearance (EC) are pending before Ministry of Environment, Forest and Climate Change (MoEF). The Supreme Court has directed that the plant's operation should not be interfered with due to the lack of EC, FC, CTE or CTO. * The State government of Odisha has issued demand notices for alleged shortfall on minimum dispatch and production requirements. The Company has filed Revision Application contesting the demand. * Resolution plan submitted by Vedanta Limited for acquisition of Electrosteel Limited specified NIL payment to the Operational Creditors. Subsequently NCLT directed CoC for reconsideration. * CRISIL Ratings has updated its rating on the long-term bank facilities to 'CRISIL AA-' from 'CRISIL AA'. The rating on the short-term bank facilities has been reaffirmed at 'CRISIL A1+' Other Key Points: * No amounts have been transferred to the Reserve during the year under review. * The Company has not provided any Stock Option Scheme to the employees. * Company has a well-documented Standard Operating Procedures (SOP). * The Company has zero tolerance for sexual harassment at workplace. Two complaints were received during the financial year 2023-24 and have been duly resolved. * The company has developed Miyawaki Forestry, covering 2.63 acres with over 53,000 saplings, and planted an additional 82,000 trees. The company is also committed to resource efficiency and has achieved 100% utilization of blast furnace slag, fly ash, and bed ash, and installed a dust analyzer in its Sinter plant to monitor and control emissions. * The company is focused on the Capital Expenditure requirement for energy saving equipment, during FY 24 the company has incurred 24 lacs as expenditure towards Capital investment for Energy Conservation Equipment. * The information related to conservation of energy, technology absorption, foreign exchange earnings and outgo is enclosed as “Annexure A" Annexure A provides details on energy conservation, including thermography audits, compressor optimization, PLC logic control, compressed air consumption reduction, capacitor bank commissioning, and LED light replacement. The company is planning in-house Solar Renewable Energy Generating Project of 1.5 MWp. They submitted their willingness form to Bureau of Energy Efficiency for financing scheme of energy saving project. The annexure also provides details on technology absorption, noting computer vision based APS at Blast Furnace led to fuel rate reductions. Furthermore, it presents the foreign exchange earnings and outgo for FY 2023-2024, with foreign exchange income at INR 16233.41 Lakh and net foreign exchange outgo at INR 46810.86 Lakh. The report concludes with annexures detailing the auditor's responsibilities, lists of documents reviewed, and details of the financial statements.

Electrosteel Steels Limited Unlisted Shares

ESL Steel Limited Annual Report 2022-2023 Summary: ESL Steel Limited (ESL), formerly Electrosteel Steels Limited, presents its 16th Annual Report, outlining its financial performance and business activities for the year ended March 31, 2023. The report highlights achievements, challenges, and future strategies. **Financial Performance & Highlights:** ESL achieved its highest ever hot metal production of 1.367 MT, a 1% year-over-year (Y-O-Y) increase, and a record saleable production of 1.284 MT, up by 2% Y-O-Y. However, EBITDA margins contracted by 56% Y-O-Y due to volatile price changes in commodities and finished goods, coupled with an early-year surge in international coking coal prices. The government's imposition of export duties on pig iron, TMT, wire rods, and iron ore grades on May 22, 2022, also negatively impacted performance until their withdrawal on November 19, 2022, which improved Q4 results. The company reported revenue from operations of INR 7,97,757.92 Lakhs as compared to INR 6,59,586.91 Lakhs in the previous year, other income of INR 7,470.22 Lakhs (INR 20,396.88 Lakhs in FY22), and finance costs of INR 37,605.47 Lakhs (INR 33,822.02 Lakhs in FY22). Exceptional items for the previous year amounted to (INR 5,847.67) Lakhs. The company's loss before tax was (INR 4,7077.25) Lakhs, as compared to profit of INR 8,267.99 Lakhs in the previous year. The company's loss after tax was (INR 55,790.59) Lakhs, as compared to loss of INR (9,459.19) Lakhs in the previous year. EPS (Basic & Diluted) was (INR 3.02) as compared to (INR 0.51). **Operational Strategy & Future Outlook:** ESL aims to optimize costs across all operations and improve production and operational efficiency to protect margins. The company acquired two mines in FY23 to ensure a continuous iron ore supply through backward integration, producing 5.67 million tons and achieving self-sufficiency. ESL primarily serves the Indian market, targeting an 8% GDP growth. The Indian steel industry is projected to grow by 8-10% in the next 3-5 years, fueled by infrastructure demand. An expected investment influx of $1.5 billion is anticipated in the next 5 years, impacting ESL's products through projects like Pradhan Mantri Awas Yojana and Har Ghar Jal Yojana. Raw material price stability, especially for iron ore and metallurgical coal, contributes to an optimistic outlook. **Corporate Governance & Compliance:** The Board of Directors consists of Thomas Mathew Thumpeparambil, Mahendra Singh Mehta, Prasun Kumar Mukherjee, Ashish Kumar Gupta, and Poovannan Sumathi. The Board met five times during the fiscal year. Several committees exist within the board, including the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, and Corporate Social Responsibility Committee, each with specific roles and responsibilities. The company has a Vigil Mechanism/Whistle Blower Policy and zero tolerance for sexual harassment, with an Internal Complaints Committee (ICC) set up. The company emphasizes compliance with Secretarial Standards issued by The Institute of Company Secretaries of India. **Key Personnel:** Key managerial personnel include Ashish Kumar Gupta (CEO & Whole Time Director), Anand Prakash Dubey (CFO), and Manish Kumar Chaudhary (Company Secretary). **Legal and Regulatory Matters:** The Company's Consent to Operate (CTO) for its Bokaro plant was not renewed by the Jharkhand State Pollution Control Board (JSPCB). ESL filed a writ petition with the High Court of Jharkhand. The Environment Clearance (EC) was revoked by the Ministry of Environment, Forest and Climate Change (MoEF), leading ESL to file another writ petition. ESL has applied for Forest Diversion and received Stage I Forest Clearance. MoEF has revoked the FC Stage-I. During the financial year, the State government of Odisha issued a Notice of Demand for penalty for alleged shortfall on minimum dispatch and production requirements of Company's mines, which ESL is contesting. **Corporate Social Responsibility:** The company has a Corporate Social Responsibility Policy and undertook CSR initiatives during the year, although these are not mandatory. **Audits and Standards:** M/s. Lodha & Co. have audited the books of accounts. The Auditors' Report contains no qualifications or reservations or adverse remarks. The shareholders have reappointed M/s. Lodha & Co. as Statutory Auditors for a second term of five years. M/s. Sanjiban & Co. have been appointed as Cost Auditors for FY24. M/s. Vinod Kothari & Company have submitted their Secretarial Audit Report. KPMG were appointed as Internal Auditors. The company reported no fraud under Section 143(12) of the Companies Act. **Equity Share Capital:** The authorized share capital is INR 1,00,20,00,00,000 divided into 10,02,00,00,000 Equity Shares of INR 10 each. The issued, subscribed and paid-up share capital is INR 18,49,03,02,240 divided into 1,84,90,30,224 Equity Shares of INR 10 each fully paid up. Vedanta Limited (VEDL) is the Holding Company, holding 95.49% of the share capital. **Investor Information:** The company website is https://www.eslsteel.com/. **Conservation of Energy, Technology Absorption, and Foreign Exchange:** The company has taken various measures for saving energy across the plant and has proposed several energy-saving projects. They also focus on technology absorption. During the Financial Year there were no instances of imported technology. Expenditure has been incurred on Research and Development. Details of foreign exchange earnings and outgo are also provided. **Auditor's Report:** The Independent Auditors' Report notes a material uncertainty related to going concern stemming from pending regulatory approvals (CTO and Environmental Clearance). Key audit matters addressed include impairment of assets, recognition of deferred tax assets, and accounting of iron ore mines. The report includes annexures pertaining to various legal and regulatory requirements and internal financial controls. **Annexures:** Annexure A provides details on energy conservation, technology absorption, and foreign exchange earnings and outgo. Annexure B is the Secretarial Audit Report.

Electrosteel Steels Limited Unlisted Shares

Vedanta, ESL Steel Limited - Annual Report 2021-2022 This report from ESL Steel Limited (formerly known as Electrosteel Steels Limited), a fully integrated iron and steel manufacturing unit in Bokaro, Jharkhand, covers the company’s performance for the year ending March 31, 2022. It details financial highlights, business operations, and compliance-related information. **Financial Highlights & Business Performance:** * **Revenue:** Revenue from operations increased to ₹6,59,586.91 lakhs, up from ₹4,77,142.77 lakhs the previous year. * **Production:** ESL achieved its highest-ever hot metal production of 1.355 MT, a 5% year-on-year increase, and saleable production of 1.260 MT, a 6% year-on-year increase. * **Profitability:** EBITDA margins contracted by 20% year-on-year due to increased Iron Ore and coking coal prices. The company is focused on optimizing costs and improving production efficiency. * **Loss After Tax:** The company recorded a Loss after tax of ₹(9,459.19) lakhs. * **EPS:** Earnings Per Share was ₹-0.51. * **Cost Optimization:** ESL acquired two iron ore mines in Barbil, Odisha to ensure a continuous supply of iron ore and cost optimization. Operations started in Q4 of FY22. **Dividend & Reserves:** * Due to capacity expansion plans, the directors do not recommend any dividend for the financial year ended March 31, 2022. * No amounts were transferred to reserves during the year. **Equity Share Capital:** * The Authorized Share Capital is INR 1,00,20,00,00,000 divided into 10,02,00,00,000 Equity Shares of INR 10 each. * The Issued, Subscribed and Paid-Up Share Capital is INR 18,49,03,02,240 divided into 1,84,90,30,224 Equity Shares of INR 10 each fully paid up. **Corporate Structure & Governance:** * Vedanta Limited (VEDL) is the Holding Company, owning 95.49% of ESL Steel Limited's share capital (1,76,55,53,040 shares). * The Board of Directors consists of Non-Executive Independent Directors, and a Chief Executive Officer & Whole Time Director. The board met six times during FY22. Several committees including the Audit Committee, Nomination and Remuneration Committee, and Stakeholders’ Relationship Committee are constituted. * Key Managerial Personnel include the CEO, CFO, and Company Secretary. * The Company has a Corporate Social Responsibility Committee and undertakes CSR initiatives. **Compliance & Risk Management:** * The company complies with relevant rules. * CRISIL Ratings has upgraded the company's long-term bank facilities rating to 'CRISIL AA' from 'CRISIL AA-' with a 'Stable' outlook. The short-term bank facilities rating is reaffirmed at 'CRISIL A1+'. * The Directors confirm compliance with Section 134 (5) of the Companies Act, 2013. * The company has no subsidiary/associate/joint venture. * Internal financial controls are in place. * A Risk Management Policy is in place, reviewed by the Audit Committee. **Legal & Regulatory Matters:** * There were significant orders impacting the company's operations including issues related to the Consent to Operate (CTO) and Environmental Clearance (EC). The Supreme Court directed MoEF to process the environmental clearance application of ESL. * Hon'ble Supreme Court has directed that operation of the steel plant shall not be interfered with on the ground of want of EC, FC, CTE or CTO. * Hon'ble Supreme Court has passed an order stating that all pre-acquisition liability which is not a part of the resolution plan will stand extinguished. **Other Key Points:** * The company has adopted Schedule IV of the Companies Act, 2013, as criteria for evaluating the performance of Independent Directors. * COVID-19 relief initiatives were undertaken, including setting up temporary hospitals. * Details on energy conservation, technology absorption, and foreign exchange earnings/outgo are provided in Annexure A. * The company has a well-defined Vigil Mechanism/Whistle Blower Policy. * The company has zero tolerance for sexual harassment at the workplace. * The company received multiple awards and recognitions during the year. **Financial Statements & Auditors' Report:** * The report includes audited financial statements for the year ended March 31, 2022, and the auditors' report thereon. The auditors draw attention to matters relating to denial of approval for Consent to Operate (CTO) and Environmental Clearance (EC) are pending before Ministry of Environment, Forest and Climate Change (MoEF). The report concludes with an appreciation note from the Directors to employees, shareholders, customers, and other stakeholders.

Electrosteel Steels Limited Unlisted Shares

ESL STEEL LIMITED Annual Report 2020-21 Summary: **Corporate Information:** ESL Steel Limited, with CIN: U27310JH2006PLC012663, formerly known as Electrosteel Steels Limited, is a public limited company engaged in the manufacture and supply of steel products. The registered office is located at Village Siyaljori, P.O - Jogidih, P.S - Chandankyari, Dist - Bokaro, Pin - 828 303, Jharkhand. The corporate office is located at Lohanchal Colony, Plot No. 10, Beside Sector 12, Bokaro Steel City, Jharkhand Pin - 827013. Vedanta Limited (VEDL) is the 'Holding Company' of ESL Steel Limited, holding 95.49% of share capital. **Board of Directors:** The Board of Directors includes Mr. Mahendra Singh Mehta, Mr. Prasun Kumar Mukherjee, Mr. Navnath Laxman Vhatte, and Ms. Poovannan Sumathi. Key managerial personnel include Mr. Navnath Laxman Vhatte (CEO) and Mr. Mahesh Iyer (CFO). **Financial Performance (FY2021):** The company's financial performance for the year ended March 31, 2021, includes revenue from operations of INR 4,77,142.77 Lakhs (compared to INR 4,37,750.81 Lakhs in FY2020), other income of INR 12,780.64 Lakhs (compared to INR 10,364.45 Lakhs in FY2020), and finance costs of INR 37,652.67 Lakhs (compared to INR 38,413.55 Lakhs in FY2020). Profit after tax was INR 2,73,201.20 Lakhs (compared to a loss of INR 2,180.92 Lakhs in FY2020), with an EPS of INR 14.78 (compared to INR -0.11 in FY2020). ESL achieved the lowest ever cost during the year since acquisition. EBITDA margin increased 28% y-o-y compared to previous period from INR 5,514 per tonne to INR 7,070 per tonne mainly on account of increase in average sales realization 3% y-o-y from INR 35,109 per tonne in FY2019 to INR 36,197 per tonne and reduction in cost by 1.5% from INR 29,563 to INR 29,127. **Significant Developments:** The company name changed to "ESL Steel Limited" on September 26, 2020. The registered office shifted to Village Siyaljori, Post – Jogidih, O.P. – Bangaria, PS- Chandankyari, Dist. Bokaro – 828303, Jharkhand on October 1, 2020. Amendments were made to the Memorandum & Articles of Association of the Company to reflect this change. **Equity Share Capital:** The Authorised Share Capital is INR 1,00,20,00,00,000 divided into 10,02,00,00,000 Equity Shares of INR 10 each. The Issued, Subscribed and Paid-Up Share Capital is INR 18,49,03,02,240 divided into 1,84,90,30,224 Equity Shares of INR 10 each fully paid up. No dividend was recommended due to ongoing capacity expansion. **Corporate Governance:** The Board of Directors met seven times during the year. Several committees, including the Audit Committee, Nomination & Remuneration Committee, and Stakeholders' Relationship Committee, were re-constituted. There were changes in directors and key managerial personnel, including appointments and resignations. **Director's Responsibility Statement:** The directors confirm compliance with Section 134 (5) of the Companies Act, 2013, regarding the preparation of financial statements, selection of accounting policies, maintenance of records, and internal financial controls. **Internal Financial Controls:** The Company has Standard Operating Procedures (SOP) for procurement, expenditure, human resources, sales, marketing, finance, treasury, compliance, and Health, Safety and Environment (HSE). The Audit Committee and the Board review these internal control systems. **Legal and Regulatory Matters:** The Consent to Operate (CTO) renewal was initially denied but subsequently allowed by the Supreme Court pending further orders. Renaissance Steel Private Limited's appeal was dismissed by the Supreme Court. Several claims and demands by Statutory Authorities are pending resolution. The company approached SEBI against the penalty imposed for alleged non-disclosure of material information in the prospectus during IPO of the Company. Hon'ble Supreme Court has passed an order in Company's favour stating that all pre-acquisition liability which is not a part of the resolution plan will stand extinguished. **Annual Evaluation of the Board:** The Board had adopted Schedule IV to the Companies Act, 2013 as criteria for evaluating performance of Independent Directors. The Independent Directors evaluated the performance of the Non-Independent Directors, the Board, and Committees. **COVID-19 Initiatives:** The company undertook COVID relief initiatives, including supplying liquid medical oxygen, vaccinating employees and villagers, organizing a field hospital, and distributing sanitizer bottles and oxygen cylinders. About 500 MT of Liquid Medical Oxygen supplied to Jharkhand, Bihar, and Punjab. More than 4000 employees, business partners, and 579 villagers have been vaccinated **Energy Conservation, Technology Absorption & Foreign Exchange:** The report includes information on energy conservation measures, technology absorption, and foreign exchange earnings and outgo. Conservation efforts are being made to ensure that the technology is absorbed and necessary measures to minimize energy consumption are incorporated in the Plant. Energy Management system for bulk energy data collection and analysis across the plant initiated, work toward achieving ISO 50001 energy management certification also initiated. Foreign Exchange earnings amounted to Rs. 45,236.42 Lakhs, while Foreign Exchange outgo amounted to Rs. 90,368.87 Lakhs. **Statutory Auditors:** M/s. Lodha & Co. are the Statutory Auditors, and M/s. Sanjiban & Co. are the Cost Auditors. M/s. Chandrasekaran Associates is the Secretarial Auditor. M/s. KPMG were appointed by the Board of Directors as Internal Auditors of the Company for the FY 2020-21. **Vigil Mechanism/Whistle Blower Policy:** The Company has a Whistle Blower Policy, with complaints reported to the Director – Management Assurance. **Awards & Recognitions:** ESL Steel Limited received several awards, including 'GreenTech Corona Warrior Award 2020' and 'GreenTech Safety Award 2020'. The Company has been included in Global list of Integrated Management System after getting IMS Certification of ISO 9001:2015, 14001:2015 & 45001:2018 in the month of June'21. **Auditor's Report:** The Auditor's Report notes a material uncertainty related to going concern due to pending regulatory approvals. Key Audit Matters identified include impairment of assets, recognition of deferred tax assets, statutory claims and liabilities, non-renewal of Consent to Operate, and determination and valuation of inventories.