BHUSHAN STEEL LIMITED August 09, 2018 The Manager Listing Department BSE Limited, Phiroze Jee Jee Bhoy Towers, Dalai Street, Mumbat — 400001 Scrip code: BHUSANSTL 500055 The Manager Listing Department National Stock Exchange of India Lim ftect, 'Exchange Plaza'. 5th Floor, Plat No. C/1, G-Block, Bandra — Kuria Complex, Bandra (E), Mumbai-400051 Scrip code: NSE BHUSANSTL EQ Sub: Outcome of the Board Meeting Dear Madam/ Sir, The Board of Directors of the Company in their meeting held today i.e. August 09, 2018 inter-alie transacted the following businesses 1. Ffnancial Results i. Approved the Audited Standalone and Consolidated Financial Results for the quarter and financial year ended March 31, 2018 ii. Approved the Un-audited Financial Results for the quarter ended June 30, 2018 Walker Chandiok & Co, LLP, Chartered Accountants, Statutory Auditor has issued auditors report with modified opinion on the Financial Results for the quarter and financier year ended March 31, 2018. Copy of the said results along with auditor's report, limited review report and statement on impact of audit qualifications are enclosed herewith as Annexure A. These are also being made available on the website of the Company at wimbhushansteetcom 2. Appointment of Independent Director Mr. Srikumar lvlenon has been appointed as an Additional independent Director of the Company with effect from August 09, 2018, fora period of 5 years subject to the approval of the members of the Company. Registered Office: B 9 to 12. Okhia industrial Area, Phase- 1, New Delhi - 110020 Indi GSTIN- 07AAACB1247M270 Ernail.bskgbhushansteel.corn Webs ite .bhushansteel.00rn CIN. L7.189901_1 g83PLCO1
Transcript
BHUSHAN STEEL LIMITED
August 09, 2018
The Manager Listing Department BSE Limited, Phiroze Jee Jee Bhoy Towers, Dalai Street, Mumbat — 400001
Scrip code: BHUSANSTL 500055
The Manager Listing Department National Stock Exchange of India Lim ftect, 'Exchange Plaza'. 5th Floor, Plat No. C/1, G-Block, Bandra — Kuria Complex, Bandra (E), Mumbai-400051
Scrip code: NSE BHUSANSTL EQ
Sub: Outcome of the Board Meeting
Dear Madam/ Sir,
The Board of Directors of the Company in their meeting held today i.e. August 09, 2018 inter-alie transacted the following businesses
1. Ffnancial Results
i. Approved the Audited Standalone and Consolidated Financial Results for the quarter and financial year ended March 31, 2018
ii. Approved the Un-audited Financial Results for the quarter ended June 30, 2018
Walker Chandiok & Co, LLP, Chartered Accountants, Statutory Auditor has issued auditors report with modified opinion on the Financial Results for the quarter and financier year ended March 31, 2018.
Copy of the said results along with auditor's report, limited review report and statement on impact of audit qualifications are enclosed herewith as Annexure A. These are also being made available on the website of the Company at wimbhushansteetcom
2. Appointment of Independent Director
Mr. Srikumar lvlenon has been appointed as an Additional independent Director of the Company with effect from August 09, 2018, fora period of 5 years subject to the approval of the members of the Company.
Registered Office: B 9 to 12. Okhia industrial Area, Phase- 1, New Delhi -110020 Indi GSTIN- 07AAACB1247M270
Pursuant to circular no. LIST/COMP/14i 018-19, dated June 20, 2018, the Company hereby confirms that Mr. Srikumar Merlon is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.
The relevant disclosure in accordance with Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2018 is enclosed herewith
3. Change in Name of the Company
Approved the change in name of the Company from Bhushan Steel Limited to Tata Steel BL Limited or such other name, as may be approved by the Registrar of Companies, Central Registration Center, subject to the approval of the members of the Company and the Central Government.
4. Re-appointment of Statutory Auditors
Recommended the re-appointment of Walker Chandiok Co, LLP, Chartered Accountants, as the Statutory Auditor of the Company from the conclusion of 35th Annual General Meeting of the Company to the conclusion of 40th Annual General Meeting
The meeting commenced at 4 p.m. and concluded at 9.15 p.m.
This is for your information and record
Thanking You, For Bhushan Steel Limited
O P Davra Company Secretary
Registered Office: B 9 to 12, Olinra Industrial Area, Phase- 1, New Delhi 110020 India GST/N- 07AAACE1247M2Z0
Term Appointed as Additional Independent Director for a period of 5 years subject to approval of the shareholders
Relationship with members of the Board, if any
No
A brief profile of Mr. Srikumar Menon is given below:
• Mr. Srikumar Menon, aged 66 years, is a Chartered Accountant and a commerce graduate from Hindu College, Delhi University.
• Mr, Menon commenced his career in October 1978 with Balmer Lawrie where he devoted 16 years in finance functions holding various positions on pan India level and thereafter joined a joint venture of Balmer Lawrie, as CFO in 1994.
• Mr. Menon joined Linde India Ltd (previously BOC India) in 1998, Pidilite Industries in 2000 and again joined Linde India Ltd in October 2001 as Finance Director and took over as the Managing Director of the company in October 2008. He was an integral part of the team that turned around the company from the losses of the early 2000's. He retired as the Managing Director, South Asia for the Linde Group.
• Mr. Menon has also held various positions in prestigious organization viz. past President of The Tollygunge Club, member of its General Committee, Council Member of the Eastern Region of the Indo-German Chamber of Commerce, a member of General Committee of CII etc.
• Mr. Menon is currently serving as the Independent Director in Tata steel Processing and Distribution Limited, Tata Bluescope Steel Limited etc.
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SIGNED FOR DOV rioN PUR
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(1.1 fiVrrii, Mani led Equipoaroi J0,161..i6 5 II,761.641
(6) CA141 4.64-66116opt0 1.17S(.65 70.63
(I) kiIEYrihta assets 0.11 .4.14
(6) 6oesiracril4 in sokIdinihis,.616iniont 0.16 353.95
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Sub-total - Total. &OW: • --
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{a} Finanssal IuIlillces
45.0474Yiii 74.6 Sk
Ober linanstal liabilhats 44I 37_13..
.(4.} 5612 .10.11 ;
iCo) 13414er noncurrent LtiLilirs 7.66
(aF Iklairolw.11.1).114 5,515.44 •
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.15) Current liabilities
. _
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8) Gruel sales inciume from oper410411
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30111 revenue from operalions F IN I 1 2 1:2110.r income
Consolidated Financial Remits for the year ended 31st rvlarch 2018
13 Other comprehensive income
A (i) Items that will Tiotbe reolessiiiud to profit or loss
(ii) income tax relating to items that will not l reektssified to profit or Ions
B (i) Innis that will he reclassified to profit Or Leas
(ii) Income tax on items that. will be reclassified to profit or loss
Total other comprehensive income
14 Total Comprehensive Income For the period I 11.1 + 13
15 Total enrriprehmive income for the period attributable to:
Owners of die Company
Non 4.:OrttrOl1ing interests
16 rikid-up .uquity shore eepital [Face value 2 per share]
17 Reserves (excluding revaluation reserves) and Non controlling interest
18 Earnings per equity share
Basic earriings per share (not annual i sed) = iu Rupees (after exceptional items)
Diluted earnings per shore (not annualised) - in Rupees (after exceptional items) _._.....__........__.............
if Craves
(2.61) 1.40
(0.32) 0,44
0.07
(2.80 1.84
(24,569.06) (3,621,72)
(24,568,74) ._._.__
(3,613.00)
(0.32) (8.72)
4530 45.30
(24098.43) (1,32936)1
(159,59) (1,084,52)
(1,084.52)i (159,59)! _ __ •
SIGNED FOR IDENTIFICATION
PURPOSES
oPal
1. The above financial results for the quarter and year ended March 31, 2018 have been reviewed by the Audit Committee and were approved by the Board of Directors of BhusEian Steel Limited ("the Company") at their respective meetings held on August 9, 2018, The statutory auditors of the Company have audited these financial results pursuant to the requirement of Regulation 33 of the SE BI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
2. A corporate insolvency resolution process ("CIRP") under the Insolvency and Bankruptcy Code, 2016 was initiated against the Company vide an order of the Principal Bench of the National Company Law Tribunal ("NCL7) dated July 26, 2017. Subsequent to the year-end, on May 15, 2018, the NCLT has approved the terms of the Resolution Plan submitted by Tata Steel Limited ("TSL"), which provides, inter alia, the acquisition of the Company by TSL, through its wholly owned subsidiary BamnipalSteel Limited. The approval of the Resolution Han subsequent to March 31, 2018 has been considered as a non-adjusting event for the purpose of financial results for the year ended March 31, 2018, Pursuant to such approval of the Resolution Plan, the financial results for the year ended March 31, 20113 have been prepared on a going concern basis.
3. Other exceptional items for the year ended March 31, 2018 include prior period items of Rs. 2,019,11 crores.
4. The statutory auditors of the Company have expressed a qualified opinion on the standalone and consolidated financial results of the Company for the year ended March 31, 2018. The cumulative impact of the same on turnover, total expenditure, profit or loss and earning per share of the Company for the year then ended is Rs. Nil, Rs. 2,019,11 crores, Rs. 1,968.76 crores and decrease of Rs. 86.92 per share respectively. As the qualification pertains to prior period adjustments in the financial results for the year ended March 31, 2018, there is no cumulative impact thereof on the balance sheet of the Company as of that date.
5. Goods and Service Tax ("OSTT') has been implemented with effect from July 1, 2017 and therefore, Revenue from Operations for the quarter ended December 31, 2017 and March 3 I, 2018 arc net of OST. Revenue from operations and expenses for the quarter and year ended March 31, 2017 being inclusive of excise duty are not comparable with corresponding figures of quarter and year ended March 31, 2018.
6, The Company is in the business of manufacturing of steel products and hence has a single segment as per lnd AS 108 "Operating Segments".
7. The figures for the quarters ended March 31, 2018 and March 31, 2017 are the balancing figures between the audited figures in respect of the full financial year and the year to date figures upto the period ended December 31 of the respective years.
SIGNED FOR IDENTIFICATION
PURPOSES
Mumbai: August 09, 2013
SIGNED FOR IDENTIFICATION
PURPOSES Rajcev Singhal Managing Director
8, Post acquisition of the Company pursuant to the Resolution Plan, the new management had to understand, acclimatize and take complete control of the operations of the Company. Further, the effect of the Resolution Plan on the financial statements (standalone and consolidated) of the Company for the quarter and year ended March 31, 2018 had to be carefully analyzed and understood to prepare the financial statements in a manner such that the said financial statements present a true and fair view for quarter and year ended March 31, 2018, It is for these reasons, that the financial statements were approved by the Audit Committee and adopted by the Board of Directors as of date. The Company had made an application to Securities and Exchange Board of India seeking extension of time to file the financial results. However, the request was not acceded to by SEM.
Walker Chandiok &Co LLP
Walker Chandiok & Co LLP 21st Floor, DLF Square iatarand? Mid IJ Phase II Gurugram 122002 India
T +91 124 462 BOW F -F91. 124 452 8001
Independent Auditor's Report on Standalone Financial Restills of Bhushun Steel Limited Pursuant to the Regulation 33 of the SERI (Listing Obligations and Disclosure Requirements) Regulations, 2015
'ro the Board of Directors of I3hushan Steel Limited
I. We have audited the standalone financial results of Rhushaii Steel Limited (`the Company') for the year ended 31 March 2018, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015. Attention is drawn to Note 7 to the standalone financial results regarding the figures for the quarter ended 31 March 2018 as reported in these srandalopie Financial results, which are the balancing figures between audited standalone figures in respect of the full Ina:octal year and the published standalone year to date figures up to the end of the third quarter or the financial year. Also, the figures up to the end of the third quarter had only been reviewed and not subjected to audit (refer paragraph 6 below). These Standalone financial results are based on [lie standalone financial statements for the year ended 31 March 2018 prepared in accordance with the. accounting principles generally Accepter] in India, including Indian Accounting Standards (`Ind AS') specified tinder Section 133 or the Companies Act, 2013 ('the Act') and published standalone year to date figures up to the end of the third quarter of the financial year prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, Interim Financial Reporting, specified under Section 133 of the Act, and S1j13I Circulars C1R/C.PD/CMD/15/2015 dated 30 November 2015 and CIR/CFD/FAC/62/2016 dated 5 July 2016, which are the responsibility of die Company's management. Our responsibility is to express an opinion on these standalone Financial results based on our audit of the standaione financial statements for the year ended 31 Manch 2018 and review of standalone financial results [{Jr the nine months period ended 31 December 2017 by the predecessor auditor.
2. We conducced our audit in accordance ‘vith the auditing standards generally accepted in India. Those hoidords require that we plan and< perform the audit to obtain reasonable assurance about whether the
finapiciai results arc free of material misstatement(s). An audit includes examining, on a resc basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable ba sis for our qualified opinion.
Wow aisniika & Cn LLP mrgsjoervi wth Firkthel I abTdy 'Oh idcak5tedim eurrrber AAC-20B5 arrd ii, rtEiVored dice et t..41 Cannmrahk anDuS, tieW DeihL 1101X11, hdla
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Olike, Bervvu, Chandaarh, Chenni, Guivra4n,i-Pirleraliad, i4xhl, Kolota, klumbil, Woo Dab, We and Nile
Walker Chandiok &Co LLP
AS el.:planted in note 3 to the financial tostalts, ilie Cemiparay his iteeounted For certain prior period errors in
the financial results for the year ended 31 iNkircli 2018.. Under Ind AS 8, "Accounting policies, c13.inges in accourning estimateS Rad V.E-ror,911 5 CE1-015. 11.11111 occurred prior to 1 April 2016 should have been retrusilec tively corrected by restating the balances of respective assets and liabilities and equity as at t Apra[ 2016 and ert:ors thAi occurred in irear ended 31 March 2017 should have been retrospectively corrected by restating the comparative amounts as at 31 March 2017 and for the year 'hen ended.
!-lad clic pilot period errors. been appropriately accounted for in accordance with hid AS 8:
noit-eurrviat assets, non-cutreat borrowings and o.ilicr financial liabilities as lit 1 Aril 2016
would have increased by Rs. 188.t4 effaces, Rs. 896.47 email and Rs. 29.62 crores, respvctively and
property, plant and equi[m.ient, Lit:fermi kin liabilities and equity as at that date would, have decreased by Rs. I,213A9 cores, Rs. 27.71r crores and Rs. 1,,923.68 crores respectively;
epreciation, finance costs and deferred tax credit for the VC:11.' ended 31 March 2017 would have
increased by Rs. 94.87 crores, lb. 122.78 crores and its. 22.58 rote respectively owl other exExe,tscs
for the year then ended would have decreased by Rs. 1.49.98 crores. Accordingly, the loss after l:1 for the year ended 31 March 2017 would have increased by Its. 45.09 crores;
• Other 11011-0.1.11C111. ASSOLS, 1114 at 31 March 2017 would have increased by Rs. 185.72 crores, Rs. 860.75 crorcs and Rs, 35,71 crores, respectively and properly, plant and equipment, deferred tax liabilities and evil.), as at that date would have decreased by Rs- E,308.36 crimes, Rs. 50.33 crores and Rs. 1,968.77 crates respectively; and
• Excepbonal Reins il the standitIone financial results Cur the year ended 31 Nlarch 2018 would have decreased by RS. 2,019.11 crores and accordingly, loss after tax would have decreased by Its. 1,968.77 CI 411-42S..
Further, as at 31 March 2017, the Cr mpatay had .classified certain financial liabilities as nota-ctirrent though. the Coinpany Was in breach of material provisions of certain long-term loan
arrangentenit; and tic lenders had not agreed, before the dale of approval of IISe financial statements Fot the vear then ended, to 001 demand payniein as :A cciiismilloict of the bteneli. .\.ccordingiy, the
liabilities towards such leaden; l'ad become payable on demand, and in accordance with the requireinelles oft AS I, ''Preseriiatioil of financial statements", should have been classified as current liabilities. In the absence of the ump.aisite information, ihe impact of such missiateineni the standalone statement of :assets and liabilities as at 31 March 2017 C.111110t be ascertained.
.1. in our opinion and to the best of our information and SICCOrdirl, [o the expl.killalioil.S giyea fo Lig, Ilse stand:31011v financial. results;
(i) are presented in iccortlaiice with the requirements of Regulation 33 of the SEM (Listing ablignitons and Disclosure Requiremelits) Regulations, 2015, read widt SElit Circulars Cl R/CFF)/CMD/15/ 2015
dated 30 Novena her 2015 and CJR/CFD/FAC/62/2016 dated 5 July 2016 ill this teWIT.d CA cep! for the effects (itr Ike extent ascertained) of the -miter described in paragraph 3; and
(ii) give a nue arid lair vim of the standalone net loss (including oilier comprehensive income) and cuher
information in conformity with the accounting principles generally accept4A in India including !rid S specified under Section 133 of the Act for the year ended 3 March 2018 except for the effects {to the extent ascertained) of the matter described in paragraph 3.
eharmearaikamurtaria
Walker Chandiok &Co LLP
F5 We drew attention to Note 2 to the Knott:1101.1c financial results which describes the status of Corporate Insolvency R esokition Process that the Co I Empty tindemenr, which k as subsequently concluded on 15 2018. We also draw ai iention to certain related exec/Anna' items (other !hail the prior period errors dealt with in paragraph 3 above) in the standalone financial results recognized during the year ended 31 .".% larch 2018. Our opinion is not modified in respect of these matters.
6. The iitidii of cornpulliive standalone financial information for 1114) near ended 31 March 2017 included in the S ie n en .1'iL c,Irri.cd out PIMA reported b'' joint aud i t 0 vs, kthra God & Co., Chartered ACC L1Iliatits and 1ff Mehrotra & Niel-mot ra, Chartered ...‘ceountants vide their qualified audu report dated 5 July 2017. 'Hu. review 43f twoudited standalone rinancial results for the quarter and year to date results iipto 31 December 2017 included in the Statement was carried out and reported by M/s Mehrotra & hichrotra, Chartered Accotiiiiaii vide their qualified review report 4,1srml 14 February 2018. Attention is drawn to Note 7 io LI IC fi 11;1 ric:hL] r£.s4LIIs regarding the standalone figures for dive 4.]iiarter ended 311%1-arch 2017 included in tlie Sialement, which iitc the balancing floires between audited standalone figures in respect of the year ended 311Vhirch 2017 and the published standalone year rei date results upto 31 December 2(117. Our opinion IS not rriodificd in respect of this matter.
Walker Mondial( & Co LLP 21st Floor, DLF Square Jacaranda Marg, PLF Phase II Gurugram 122002 India
T +91 124 462 8000 F +91 124 462 8001
I n epic n n t Auditor's Report on Consolidated Financial Results of Bhushiiii Steel Lint itet11)1, Prailant
to the Regulation 33 of the SERI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Bo...ad of Directors of lihushan Steel Limited
1. We have audited the consolidated financial results of Bhushan Steel Limited (the Holding Company') and its subsidiaries (the i bolding Company and its subsidiaries together referred to as 'the Group.), its associates and loran ,,renturcs for the year ended 31 March 2018, being submitted by the Holding Company pursuant to the requirement of Rc.!gulation 33 of the SEM (Listing Obligrairms and Disclosure Requirements) Regulations, 2015. These consolidated financial results are based on the consolidated financial statements for the year ended 31 March 2018 prepared in accordance with the accounting principles generally accepted in India, including Indian Accounting Standards (rind ,ASY) specified under Section 133 of the Companies :Act, 2013 Cate Act') and Circulars CIR/CM/CM0/15/2015 dated 30 November 2015 and CIR/CFD/FAC/62/2016 dated 3 July 2016, which arc the responsibility of the Holding Company's management. Our responsibility is to express an opinion on these consolidated financial results based on our audit of the consolidated financial statements for the year ended 31 March 2018.
We conducted our audit in accordance with the auditing standards generally accepted in India, Those standards require that we plan and perform die audit to obtain reasonable assurance about whether the financial results arc free rd material misstatonent(s). Ara audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our qualified opinion,
3 As explained in note 3 to the financial results, the Company has accounted for certain prior period errors in rho financial results for the year ended 31 March 2018. Under Ind AS 8, "Accounting policies, changes in accounting estimates and errors", errors that occurred prior to 1 April 2016 should have been retrospectively corrected by restating the balances of respective assets and liabilities and equity as at 1 April 2016 and errors that occurred in year ended 31 March 2017 should have been retrospectively corrected by restating the comparative amounts as at 31 March 2017 :mid for the year then ended,
I lad the prior period errors been appropriately accounted for in accordance with Ind AS 8:
• Other non-current assets, non-current borrowings and oilier financial liabilities as at l April 2016 would have increased by Rs. 188.14 crores, Rs. 896.47 crores and Rs. 29.62 crores, respectively and property,
Wakr Chretak & Ca LLP IS registered Ise hmtA Whiny Midi kiwitac ilion limber A0.02085 ind Its reDsteted office et L41 Camataltit Circus, New Dena, 11CCOL , htla
Charlinid Accountants
OfIkes in lie psalm, Moder, Chcrinai, Gunirsm. Itt,Wated, Koch, Kags. leumbb. NSW MK !Wilda and Nue
Walker Chandiok 81,Co LLP
plane ,...mipment, deferred tax liabilities and cquiq as at that date would have deetc:ised by Els 1,211.4r/ cron..,. Rs.. 27.76 crores and Rs. 1,923.68 mires respectively;
• Dcpro...:i.nion, finance costs and deferred 'lax credit for the year ended 31. March 20[7 would have increased by Rs. 94.87 crones, Rs. 122.18 crates arid Rs. 22.58 cs_lres respectively and other expenses For
the tiler! elided %Vtl.ktiti [LA. Ckerefiged by Rs 114-9.98 crores. Accordingly, the consolidated loss after
lax for the year ended 3 I March 2017 y.rould have increased by its. 45.09 (cores;
■ Oilier non-conent assets, non-current borrowings and other financial liabiliiics as at 31 %larch 201 increased by Rs. 185.72 crores, Rs. 860.75 crone s and R5- 35.71 crores, respectively and property,
pia kli and equipment, deferred tax liabilities and equity as at that date would have decreased by Rs. I ,308.36 ccoms, Rs. 50.33 cruces sad Rs. 1,968.77 crones respectively; and
• Exceptional items in the cimsolidateit financial results for the Fear ended 31 Match 2018 would have decreased by Rs 2,019,11 crores alidElt-Cordingly, consolidated loss after tax would have decreased by R. 1,968.77 crores.
I. in-1.4a, as Lt 31 March 2017, the Group had classified certaut financial liabilities as non-current liabilities even I Irottgli iii E.Toiding CoMpany was in breach of material prrykriuicins or ceLmin tong-term 1critt arrangcmcnis and the lenders 110.c1 lit i agreed, before the date of approval of the r.onsolidated financial statements FOE the year Literl ended, to riot dechand p;iyinent as a CCiitsicqueace of the breach! Accordingly, the liabiliiics tow:n.1.15 such
lenders had become payable on demand, and in accordance with the requirernents .of Ind .\S I, "Pregmiation.
of financial state:penes", shouk1 have been classifisx1 as current liabilities. ln the absence of reiduisilo informaiion,. the impact of such misstatement on the COnSOlidikr.sx1 statement of assets and liabilities as at 3[ Niarell. 2017 ea.nisoi be ascertained.
4. [cc our opinion and to the best of our information and according to the explanations given to us, the consolidated Finprmiol. results:
include the financial results for the year ended 31 March 21118, of the fotlowinp, cnzitics;
Name of the entity
NINA- mei 51cc] nrcisn) Blut6linn Steel Madhya Bharat I.linite4.1 Bhushan Steel (South) Limited Bhushan Steel (Australia) 14ty Limited 130wren Energy Pty Limited Bowen Curd Pty Limited Bowen Consolidated I3 ty Limited lilrxrsllan Energ Limited ahusban Capital & Credit Services Private Limited jawaliar Credit & Holdings Private 1,iinited .1. Fast Coal Company Private Limited
(i0 are presented in accordance with the requirements of Regulation 33 of the SEM (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEM Circulars CIR/CFF)/CM1)( [5/2015 dated 30 Noventlwr 2015 ;Ina CERIC,FID/FAC/62/201.6 dated 5 July 2016 in this regard except for the effiyis (to vmtiLitt asceriailiNI.) of the inaners descriliod in paragraph 3; and
(iii) give a true and fair view of the consolidated net loss (including other comprehensive laconic) and other Financial inforrnadon in conformity with the accounting principles generally aceepied in India including hid AS specified under Section 133 of the Act for die year ended 31 March 2018 creche for the effects (to the extent ascertained) of 11ie mutters described in paragraph 3.
rendered AGGtuntilit
Walker Chandiok &Co LLP
5. We draw airenrion to Note 2 in the financial results; which describes the status of Corporate Insolvency Resi Process. ilnii Company underwent, which was subsequently concluded on 15 May 20 IR. \V also draw ;mention certain related exceptional. [tons ihan the prior period errors dealt With in paragraph 3 above) in the consolidated financial results recognit,,eil during the year ended 31 March 2018.. Our opinion is not modified in respect of these matters.
6, WE' did 'Mil OA& EitV financial statements f Financial information of seven subsidiaries whose financial statements / financial information reflect total assets of Rs- 14.42 cnires and net liabilities of Rs. 16.22 crores as at 31 March 2018, and total revenue of Rs. Nil for the year ended on that date, as considered in the consolidated financial results. The consolidared financial results also include the Group's share of net loss (including other crimprehensive income). of Rs. Nil for iht year ended 31 March 2018, as considered in the consolidaied financial results, ill tespect of three associates and one jnint venture, whose financial statements / financial information have not been audited by us. These financial statements / financial information arc unaudited and have been furnished to as by the management and our opin inn 011 the consolidate[] financial resulis, in so far r1 in relates to the aintinnts r,iihd disclosures included in respect of these Sklbsidinies, associates and inini 1rentur42, and our repoli in tams (A- Regolhilion 33 of ilie SEM (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SERI Circulars CiR/CFD/CMD/15/21.115 clatod 30 Noveinher 201.5 and CM/CM/PAC/62/2016 dated 5 July 2016p in so Far as it relates tri the aforesaid sabsidiaries, associates and joint venture, arc based solely on such unaudited financial statements Financial infi inflation. In our opinion and according to the information and explanations given to us by the management, these financial staiemears/ financial in Forman.on Lint not material the Group,
Our opinion on ilhe consolidated financial results is not modified in respect of this mailer with reipcct to our
rCliailC4: on the financial statements/ financial information certified by the management
The audit ilf comparadve consolidated financial ifi1nnnatinn for (he year ended 31 March 2017 included in 1 he Statement was carried out and reported by joint auditors, M/s A fellrn Gael & Co., Chartered ccouiitanis hind M/s Afehrom # 1[LAIrc3Eva, Chattered Accountants vide their i.]ualiited audit report. dated 5 July 2017. Out opinion is not modified in respect of this matter.
l'or Walker Ch iidicilc& co r.l.p ChanevaLl ACC:Milk! ill IS Fii'm Registration No,: CI101076N/N5013013
Neerai SlEttnia
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Nlenilwrship No. 50214.13
Place: Miimbai Date: 09 August 2018
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I, The above financial results for the quarter ended June SO, 2018 have been reviewed by the Audit Committee and were approved by the Board of Directors of Shushan Steel Limited ("the Company" or "BSL") at their respective meetings held on August 9, 2018. The statutory auditors of the Company have carried out a limited review of these financial results pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
2. On May 15, 2018, the NCLT has approved the terms of the Resolution Plan submitted by Tam Steel Limited ("TSL"), which provides, inter alia, the acquisition of the Company by TSL, through its wholly owned subsidiary Bamnipal Steel Limited ("BNPL").
Pursuant to the Resolution Plan, BNPL subscribed to 72.65% of the equity share capital of BSL for an aggregate amount of Rs. 158.89 crores and provided additional funds aggregating to Rs. 35,073.459 crores to 1381. by way of debticonvertible debt. The remaining 27.35% of BSL's share capital will be held by BSL's existing shareholders and the financial creditors who received shares in exchange for the debt owed to them. The funds received by BSL as debt and equity have been used to settle the sustainable debts owed to the existing financial creditors of BSL, C1RP costs and employee dues, by payment of Rs. 35,232.58 crores. The remaining unsustainable debts of Rs. 25,285.46 crores were novated by the financial creditors to BNPL for a consideration of Rs.100 crores. 13NPL, in its capacity as the promoters of8SL, has waived off the unsustainable debts less cost of novati on and the same has been recognised as equity contribution during the quarter ended June 30, 2018.
10% Redeemable Cumulative Preference shares of Rs. 100 each amounting to Rs. 2,425.57 Crores were redeemed for a total sum of Rs. 4,7001- only. Gain arising out of redemption is recorded as exceptional item in these financial statement.
As per the Resolution Plan approved by the NCLT, settlement of operational creditors will be done over a period of 12 months from the Closing Date, as defined in the. Resolution Plan. Further, as per the Resolution Plan, the contingent liabilities and commitments, claims and obligations, stand extinguished and accordingly no outflow of economic benefits is expected in respect thereof.
3. The statutory auditors of the Company had expressed a qualified opinion on the standalone and consolidated financial results of the Company for the year ended March 31, 2018. As the subject matter of qual ficat ion pertained to adjustments of certain prior period items (included under exceptional items) in the financial results fix the year then ended with no corresponding impact on the balance sheet as at that date, the subject matter of qualification has been re-solved, Owing to such prior period adjustments, the financial results for the quarter ended June 30, 2018 are not comparable with the financial results for the quarter and year ended March 31, 2018,
4. Goods and Service Tax ("GST") has been implemented with effect from July 1, 2017 and therefore Revenue from Operation for the quarter ended December 31, 2017 and March 31, 2018 are net of GST. Revenue from operations and expenses for the quarter ended June 30, 2017 being inclusive of excise duty are not comparable with con esponding figures of quarter ended June 30, 2018,
5. The Company is in the business of manufacturing of steel products and hence has only reportable operating segments as per Ind AS 108 "Operating Segments".
6. The Board approved the increase in authorized capital of the Company from Rs 300 mires (Rupees Three Hundred Crores) consisting of 40,00.00,000 (Forty Crores) equity shares of Rs 21- each and 2,20,00,000 (Two Crores Twenty Lakhs) preference shares of Rs 1001- each to Rs. 9,520 Crores (Rupees Nine Thousand Five Hundred Twenty Crores) consisting of 46,50,00,00,000 (Four Thousand Six Hundred Fifty Crores) equity shares of Rs 21- each and 2,20,00,000 (Two Crores Twenty Lakhs) preference shares of Rs 100/- each.
SIGNED FOR IDENT/FICATION
PURPOSES
Rajeev Singhal Managing Director
Mumbai: August 09, 2018
7. Pursuant to the order of the NCLT and Resolution Plan, Company has allotted the following equity shares on May 18, 2018
▪ 79,44,28,986 (Seventy-Nine Crore Forty-Four Lakhs Twenty-Eight Thousand Nine Hundred Eighty-Six) equity shares at Rs 21- per share for cash was allotted to BNPL. Pursuant to which BNPL holds 72,65 % of the paid-up capital of the Company and became the promoter of the
Company.
✓ 7,24,96,036 (Seven Crores Twenty-Four Lakhs Ninety Six Thousand Thirty-Six) equity shares at Rs 2/- per share were allotted to Eligible Financial Creditors in conversion of their existing loan to the extent of the shares allotted to them. Further debts of Eligible Financial Creditors were also paid in the manner provided in the Resolution Plan.
8. Consequent to the order of NCLT, the existing Directors of the Company as on the date of order have deemed to be vacated/resigned from their office with effect from May 18, 2018, Subsequently a new Board was constituted on May 18, 2018, As on date, the Board consist of Mr, T V Narendran (Chairman), Mr. Koushik Chatted= (Non-Executive Director), Mr. Anand on (Non-Executive Director), Mr, Krishitava Dutt (Independent Director), Ms, Neera Saggi (independent Director), Mr. Shashi Kant Maudgai (Independent Director), Mr. Srikumar Menon (independent Director), and Mr. Rajeev Singhal (Managing Director).
9 The Company received approval from BSE Ltd and National Stock Exchange of India Ltd for re-
classifying (i) Neeraj Singhal; (ii) Brij Bhushan Singhal; (iii) Ritu Singhal; (iv) Aishwarya Singhak (v) Brij Bhushan Singhal (HUF); and (vi) Bhushan Infrastructure Private Limited (collectively referred to as the "Erstwhile Promoter Group") as public shareholders under Regulation 31A of the SEM.
(Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regubtionsl,
'independent Auditor's Review Report on Quarterly Financial Rcsults of Bhushan Stcul
Lim it ed Pursuant to the Regulation 33 of the SEM (Listing Obligations and Disclosure Reqiiireinents) Regulationg, 2015
To the linard or Directors of lilt usban Steel Limited
1. We have reviewed the accompanying statemeni of unaudited financial rcsuks (`.StacernertC) of iMitishAn Stud Company') for the quarter ended 30junt. 2018, being stibruitied ftc Cianpany to the retiuireinents of legulation 33 of the Si ii (1.10 ling Oblig-Ations and. Dis o Sti re Requirements) I cgulatioiis, 2015. This Statement is the respo]isibiLity of the Company's Management .,ind has been app]:ovccl by the Board oil)irectors, Our responsibility is to isstw report on the Statement based on our review.
ci-mducted our review in accordance with the Standard on Review Engagement {SRI[.) 2410, Review a 1 titerim Finaucial Information Performed by the independent Auditor of the Entity, issued by die institute of Chartered Account-ants of India. 'nil.; standard (CSILliteS lIMt we plan and pertbrrn the review Io obtain moderate S Man Ce Co whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures, applied to financial data and thus provides less assurance than an audit. 1'c I lave not performed all audii ind accordingly, we do not express an audit opinion.
liase4.1 aril 4.31.1r review condticted as above, nothing has come to our attention that causes us to believe that the accompanying Statement prepared in accordance wish applicable Indian Accounting Standards specified under Seel-ion. 133 cif thc Companies Acr,2013 and SEI3T Circulars CI li./CP1.3/C1\11)/15/2015 dated 30 November 2015 and CIR/CPD/ MC/62/2016 dated 5 July 2t16., and other recognised accounting practices and policies has not disclosed Lime information retritred to be disclosed in accordance with the requirements of Regulation 33 of (11C SEBI (Listing Obligations and Disclositre Requirements) Regulations, 2F including the manner in which it is [0 be disclosed[, or Obit it contains 1.11W material misstatement.
1. We draw attention to Note 2 to die Statctnent which describes the implementation or Resolution Man pursuant to its approval by National Company LAW Tribunal and the resultant impact of the
Walcr CikildieJk &17o LLP regtiterul with wiled loNtly yfrrh irlurrOcalinn umber 1WC.2085 &A k5 reglvved elites at L41 Cmnaughi Circus, New Deh, 111:1001, lurk
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Walker Chandiok &Co LLP
recorclml in the flinnciAl rosulis for rhc quartet ended 30 June 2015. Our report is not inosli tied in respiter of th'm triatror.
5, 'file review of unaudited financial results fur the cp...iartor ended 30 June 2017 included in the Sta Leineni was carried out and reported by joint auditors M/s Mehra Gnel & Co., Chartered Acconiimn q to and M/s Mchrotra Mehrurra, Chartered Accountants vide their ualified review rcport clued 15 Sepconber 2017 furnished to us and which has been reLied upon by as for the purpose of out review of the Statement. Our report is nor modified in respect of this matter,
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