TATA TATA STEEL BSL LIMITED (Formerly known as Bhushan Steel Limited) Regd. Office: Ground Floor, Mira Corporate Suites, Plot No 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 Tel: 91 11 3919 4000 Fax: 91-11-4101 0050 email: [email protected] website: www.tatasteelbsl.co.in CIN No.: L74899DL1983PLC014942 TSBSL/COSEC/SE 19 April 17, 2019 The Secretary, Listing Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. Maharashtra, India. Scrip Code : 500055 The Manager, Listing Department National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051. Maharashtra, India. Symbol : TATASTLBSL Dear Madam, Sir Re: Outcome of the Board Meeting This has reference to our letter dated April 10, 2019. The Board of Directors of Tata Steel BSL Limited (“The Board”) at its meeting held today inter alia: i. Approved the Audited Standalone Financial Results of the Company for the quarter ended March 31, 2019. ii. Approved the Audited Standalone and Consolidated Financial Results of the Company for the financial year ended March 31, 2019. M/s Walker Chandiok & Co LLP, Chartered Accountants, the Statutory Auditors of the Company have issued auditors' reports with an unmodified opinion on the financial results. The Board meeting commenced at 6:15 P.M. and concluded at 8:55 P.M. (IST). A Copy of the said results together with Auditors Report is enclosed herewith. These results are also being made available on the website of the Company at www.tatasteelbsl.co.in This is for your information and record. Yours faithfully for Tata Steel BSL Limited (formerly Bhushan Steel Limited) (O.P. DAVRA) Company Secretary and Compliance Officer Encl: As above
Transcript
TATA
TATA STEEL BSL LIMITED
(Formerly known as Bhushan Steel Limited)
Regd. Office: Ground Floor, Mira Corporate Suites, Plot No 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 Tel: 91 11 3919 4000 Fax: 91-11-4101 0050
Walker Chandiok & Co LLP 21st Floor, DLF Square Jacaranda Marg, DLF Phase II Gurugram 122002 India
T +91 124 462 8000 F +91 124 462 8001
Independent Auditor's Report on Standalone Financial Results of Tata Steel BSL Limited (formerly known as Bhushan Steel Limited) Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
To the Board of Directors of Tata Steel BSL Limited (formerly known as Bhushan Steel Limited)
1. We have audited the standalone financial results of Tata Steel BSL Limited (`the Company') for the year ended 31 March 2019, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These standalone financial results are based on the standalone financial statements for the year ended 31 March 2019 prepared in accordance with the accounting principles generally accepted in India, including Indian Accounting Standards (Ind AS') specified under Section 133 of 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 SEBI Circulars CIR/CFD/CMD/15/2015 dated 30 November 2015 and CIR/CFD/FAC/62/2016 dated 5 July 2016, which are the responsibility of the Company's management. Our responsibility is to express an opinion on these standalone financial results based on our audit of the standalone financial statements for the year ended 31 March 2019.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the standalone financial results arc free of material rnisstatement(s). An audit includes examining, on a test basis, evidence supporting the amounts disclosed as standalone 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 opinion.
3. In our opinion and to the best of our information and according to the explanations given to us, these standalone financial results:
(i) are presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circulars CIR/CFD/CMD/15/2015 dated 30 November 2015 and CIR/CFD/FAC/62/2016 dated 5 July 2016 in this regard; and
Chartered Accountants Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and its registered
Offices in Bengaluru, Chandigarh, Chennai, Gurugrarn, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune office at L-41 Connaught Circus, New Delhi, 110001, India
Walker ChandiokkCo LIT
(ii) give a true and fair view of the standalone net profit (including other comprehensive income) and other financial information in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act for the year ended 31 March 2019,
4. We draw attention to Note 2 to the standalone financial results which describes the implementation of Resolution Plan pursuant to its approval by the National Company Law Tribunal and the resultant impact of the same, as recorded in the standalone financial results for the year ended 31 March 2019. Our opinion is not modified in respect of this matter.
5. Attention is drawn to Note 7 to the standalone financial results regarding the standalone figures of the quarter ended 31 March 2018 included in the standalone financial results, which are the balancing figures -between . audited standalone figures in respect of the year ended 31 March 2018 and the published unaudited standalone year to date results upto 31 December 2017. Our opinion is not modified in respect of this matter.
For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No.: 001076N/N500013
Neeraj Sharma Partner Membership No. 502103
Place: Mumbai Date: 17 April 2019
Chartered Accountants
Walker Chandiok 8(Co LLP
Walker Chandiok & Co LLP 21st Floor, DLF Square Jacaranda Marg, DLF Phase II Gurugram 122002 India
T +91 124 462 8000 F +91 124 462 8001
Independent Auditor's Report on Consolidated Financial Results of Tata Steel BSL Limited (formerly known as Bhushan Steel Limited) Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
To the Board of Directors of Tata Steel BSL Limited (formerly known as Bhushan Steel Limited)
1. We have audited the consolidated financial results of Tata Steel BSL Limited (the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group') and its associates for the year ended 31 March 2019, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These consolidated financial results are based on the consolidated financial statements for the year ended 31 March 2019 prepared in accordance with the accounting principles generally accepted in India, including Indian Accounting Standards (Ind AS') specified under Section 133 of the Companies Act, 2013 (the Act') and SEBI Circulars CIR/CFD/CMD/15/2015 dated 30 November 2015 and CIR/CFD/FAC/62/2016 dated 5 July 2016, which are 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 2019.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial results are free of material misstatement(s). An audit includes examining, on a test basis, evidence supporting the amounts disclosed as consolidated 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 opinion.
3. In our opinion and to the best of our information and according to the explanations given to us and upon consideration of the reports of other auditors on separate financial results and on other financial information of the subsidiaries and associates, these consolidated financial results:
(i) include the financial results for the year ended 31 March 2019, of the following entities:
Chartered Accountants Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and its registered
Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune office at L-41 Connaught Circus, New Delhi, 110001, India
Walker Chandiok 8.(Co Independent Auditor's Report on Consolidated Financial Results of the Tata Steel BSL Limited (formerly known as Bhushan Steel Limited) Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Coned)
(ii) are presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circulars CIR/CFD/CMD/15/2015 dated 30 November 2015 and CIR/CFD/FAC/62/2016 dated 5 July 2016 in this regard; and
(iii) give a true and fair view of the consolidated net profit (including other comprehensive income) and other financial information in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act for the year ended 31 March 2019.
4. We draw attention to Note 2 to the consolidated financial results which describes the implementation of Resolution Plan pursuant to its approval by the National Company Law Tribunal and the resultant impact of the same, as recorded in the consolidated financial results for the year ended 31 March 2019. Our opinion is not modified in respect of this matter.
5. We did not audit the financial statements/financial information of three subsidiaries whose financial statements/financial information reflect assets of 7.04 lakhs and net assets of (94.54) lakhs as at 31 March 2019, and total revenues of Nil for the year ended on that date, as considered in the consolidated financial results. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us by the management and our opinion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circulars CIR/CFD/CMD /15/2015 dated 30 November 2015 and CIR/CFD/FAC/62/2016 dated 5 July 2016, in so far as it relates to the aforesaid subsidiaries, are based solely on the audit reports of such other auditors.
Our opinion on the consolidated financial results is not modified in respect of this matter with respect to our reliance on the work done by and the reports of the other auditors.
6. We did not audit the financial statements / financial information of four subsidiaries, whose financial statements / financial information reflect total assets of 1,302.38 lakhs and net assets of (1,620.91) lakhs as at 31 March .2019, and total revenues of 0.35 lakhs for the year ended on that date, as considered in the consolidated financial results. The consolidated financial results also include the Group's share of net loss (including other comprehensive income) of Nil for the year ended 31 March 2019, as considered in the consolidated financial results, in respect of two associates, whose financial statements / financial information have not been audited by us. These financial statements / financial information are unaudited and have been furnished to us by the management and our opinion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and associates, and our report in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circulars CIR/CFD/CMD/15/2015 dated 30 November 2015 and CIR/CFD/FAC/62/2016 dated 5 July 2016, in so far as it relates to the aforesaid subsidiaries and associates, are based solely on such unaudited financial statements / financial information. In our opinion and according to the information and explanations given to us by the management, these financial statements / financial information are not material to the Group.
Chartered Accountants
Walker Chandiok &ST.° l IL A Auditor's Report on Consolidated Financial Results of the Tata Steel BSL Limited
(formerly known as Bhushan Steel Limited) Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Coned)
Our opinion on the consolidated financial results is not modified in respect of this matter with respect to our reliance on. the financial statements / financial information certified by the management.
For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No.: 001076N/N500013
Neeraj Sharma Partner Membership No. 502103
Place: Mumbai Date: 17 April 2019
Chartered Accountants
Standalone Balance Sheet as at March 31, 2019
Crams
Particulars • As at
31.03.2019 As at
31.03.2018
Audited Audited
A ASSETS
(1) Non-current assets
(a) Property, Plant and Equipment 29,154.41 30,361.56
(b) Capital work-in-progress 1,154.14 1,179.65
(c) Intangible assets 0.17 al 1
(d) Investments in subsidiaries, associates and joint ventures 0.15 0.15
(e) Financial assets
(i) Non-current investments 1.01 1.07
(ii) Loans 46.46 72.65
(iii) Other financial assets 445.95 466.67
(I) Other non-current assets 771.03 1108.36
(g) Income lax assets 31.82 29.00
Sub-total - Non current assets 31,605.14 32,919.22
(2) Current assets
(a) Inventories 4,581.88 4,025.20
(b) Financial assets
(i) Current investments
(ii) Trade receivables 697.01 1,21938
(iii) Cash and cash equivalents 277.42 594.21
(iv) Other balances with banks 126.90 323.52
(v) Loans 51.53 91.74
(vi) Derivative assets 2.14 -
(vii) Other financial assets 68.01
(c) Other current assets 554.27 600.11
Sub-total - Current assets 7,980.71 6,922.37
TOTAL - ASSETS 39,585.85 39,841.59
B EQUITY AND LIABILITIES
(1) Equity
(a) Equity Share Capital 218.69 45.30
(b) Other equk 18,094.21 (26,105.36)
Sub-total - Total equity 18,312.90 (26,060.06)
(2) Non-current liabilities
(a) Financial liabilities
' (i) Borrowings 16,972.31 706.53
(ii) Other financial liabilities 57.89 39.40
(b) Provisions 56.80 56.32
(c) Other non-current liabilities 2.28 2.66
Sub-total - Non current liabilities 17,089.28 804.91
(3) Current liabilities
(a) Financial liabilities
(i) Borrowings - 13,812.86
(ii) Trade payables
- total outstanding dues of micro enterprises and small enterprises 12.54 10.02
- total outstanding dues of creditors other than micro enterprises and small enterprises 3,076.43 1,295.11
(iii) Derivative liabilities 41.42 -
(iv) Other financial liabilities 682.31 49,527.80
(b) Other current liabilities 368.03 443.64
(c) Provisions 11.111=M11133 7.31 Sub-total - Current liabilities III=DMI 65,096.74
TOTAL - EQUITY AND LIABILITIES 39,585.85 39,84139
S/GNED FOr, IDENT/F7CATION PURPOSE ONLY
Standalone Financial Results for the quarter/ year ended March 31, 2019 Crores
Particulars Quarter ended 31.03.2019
Quarter ended 31.12.2018
Quarter ended 31.03.2018
Financial eary ended
31.03.2019
Financial year ended 31.03.2018
Audited Audited Refer Note 7 Audited Audited
1 Revenue front operations
a) Gross sales / income from operations 5,136.40 4,652.16 4,286.62 19,860.12 16,760.62
b) Other operating income 381.10 236.38 209.36 1,031.49 643.81
total revenue from operations [ 1(a) + 1(b)1 5,517.50 4,888;54 4,495.98 20 891.61 17,404.43
2 Other income 30.21 34.18 69.08 132.44 95.1)8
3 Total income' I + 2 I 5,547.71 4,922.72 4,565.06 21,024.05 17,499.51
4 Expenses
a) Raw materials consumed 2,742.75 2,834.66 2,647.22 11,603.05 9,915.29
b) Purchases of finished, semi-finished steel & other products 1.94 4.91 - 6.85 7.12
c) Changes in inventories of finished goods, work-in-progress and stock-in-trade 549.33 (417.36) (145.43) (278.18) (27.90)
11 Net Profit / (Loss) for the period 1 9 - 10 1 1,711.84 (24,566.20)
12 Profit/(Loss) from continuing operations for the period attributable to:
Owners of the Company 1,711.88 (24,565.89)
Non controlling interests (0.04) (0.31)
13 Other comprehensive income
A (1) Items that will not be reclassified to profit or loss 5.17 (2.61)
(ii) Income tax relating to items that will not be reclassified to profit or loss - (0.32)
B (i) Items that will be reclassified to profit or loss (0.13) 0.07
(ii) Income tax on items that will be reclassified to profit or loss - -
yy Total other comprehensive income 5.04 (2.86)
14 Total Comprehensive Income for the period (11 + 13 I 1,716.88 (24,569.06)
15 Total comprehensive income for the period attributable to:
Owners of the Company 1,716.93 (24,568.74)
Non controlling interests (0.05) (0.32)
16 Paid-up equity share capital [Face value Z 2 per share] 218.69 45.30
17 Earnings per equity share
Basic earnings per share (not annualised) - in Rupees (after exceptional items) (1,084.52) 17.44
Diluted earnings per share (not annualised) - in Rupees (after exceptional items) ......_
(1,084.52) 1.05
SIGNED FOP IDENTIFTATION PURPOSE Of\11'‘,/
Consolidated Financial Results for the year ended 31st March 2019 Z Crores
SIGNED FOP IDENTIF!CATION PURPOSE 01,11,Y
1. The above financial results for the quarter and year ended March 31, 2019 have been reviewed by the Audit Committee and were approved by the Board of Directors of Tata Steel BSL Limited (formerly Bhushan Steel Limited ("the Company" or "TSBSL")) at their respective meetings held on April 17, 2019. The statutory auditors of the Company have audited 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 Tata 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 TSBSL for an aggregate amount of Rs. 158.89 crores and provided additional funds aggregating to Rs. 35,073.69 crores to TSBSL by way of debt/convertible debt. The remaining 27.35% of TSBSL's share capital will be held by TSBSL's existing shareholders and the financial creditors who received shares in exchange for the debt owed to them. The funds received by TSBSL as debt and equity have been used to settle the sustainable debts owed to the existing financial creditors of TSBSL, CIRP 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. BNPL, in its capacity as the promoters of TSBSL, has waived off the unsustainable debts less cost of novation and the same has been recognised as equity contribution during the year ended March 31, 2019.
10% Redeemable Cumulative Preference shares of Rs. 100 each amounting to Rs. 2,425.57 crores were redeemed for a total sum of Rs. 4,700/-. Gain arising out of redemption was recorded as exceptional item in the financial results for the year ended March 31, 2019.
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 qualification pertained to adjustments of certain prior period items (included under exceptional items)
in the financial results for the year then ended with no corresponding impact on the balance sheet as at
that date, the subject matter of qualification has been resolved. Owing to such prior period adjustments,
the financial results for the quarter and year ended March 3 I , 2019 are not comparable with the financial
results for the quarter and year ended March 31, 2018.
4. Post implementation of Goods and Service Tax ("GST") with effect from July 1, 2017 revenue from
operations for the year ended March 31, 2019 is not comparable to the revenue from operations for the
year ended March 31, 2018.
5. The Company is in the business of manufacturing of steel products and hence has a single segment as
per Ind AS 108 "Operating Segments".
6. Contractual manpower costs in quarter and year ended March 31, 2018 amounting to Rs. 65.03 crores
and Rs. 235.72 crores respectively have been regrouped from employee benefits expense to other
expenses to provide more relevant information.
7. The figures for the quarter ended March 31, 2018 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, 2017.
8. During the quarter ended March 31, 2019, the Board approved the increase in authorized capital of the Company from Rs 9,520 crores (Rupees Nine Thousand Five Hundred Twenty Crores) comprising of 46,50,00,00,000 (Four Thousand Six Hundred Fifty Crores) equity shares of Rs 2/- each and 2,20,00,000 (Two Crores Twenty Lakhs) preference shares of Rs 100/- each to Rs. 33,520 Crores (Rupees Thirty Three Thousand Five Hundred Twenty Crores) comprising of 46,50,00,00,000 (Four Thousand Six Hundred Fifty Crores) equity shares of Rs 2/- each, 2,20,00,000 (Two Crores Twenty Lakhs) preference shares of Rs 100/- each and 24,00,00,00,000 (Two Thousand Four Hundred Crores) preference shares of Rs. 10/- each.
9. During the quarter and year ended March 31, 2019, Company has allotted 11.09% Non-Convertible Redeemable Preference Shares ("NCRPS") and 8.89% Optionally Convertible Redeemable Preference Shares ("OCRPS") having face value of Rs. 10/- each to Tata Steel Limited on terms and conditions as approved by Board/Committee of the Board, as follows:-
• On March 19, 2019, the Company allotted 6,50,00,00,000 (Six Hundred Fifty Crores) 11.09% NCPRS aggregating to Rs. 6,500 crores.
• On March 20, 2019, the Company allotted 4,20,00,00,000 (Four Hundred Twenty Crores) 11.09% NCPRS aggregating to Rs. 4,200 crores.
• On March 22, 2019, the Company allotted 6,70,00,00,000 (Six Hundred Seventy Crores) 8.89% OCPRS aggregating to Rs. 6,700 crores.
• On March 25, 2019, the Company allotted 230,00,00,000 (Two Hundred Thirty Crores) 8.89%
OCPRS aggregating to Rs. 2,300 crores.
OCRPS shall be convertible into equity shares at the option of Tata Steel Limited at 30.53 per share within a period of 18 months from the date of allotment.
