TATA

TSBSL/COSEC/SE19

May 29, 2019

The Secretary Listing Department BSE Limited, Phiroze Jee Jee Bhoy Towers, Dalai Street, Mumbai — 400001 Maharashtra, India Scrip code: 500055

The Secretary Listing Department National Stock Exchange of India Limited, "Exchange Plaza", 5th Floor,Plot No. C/1, G-Block, Bandra — Kuria Complex, Bandra (E), Mumbai-400051, Maharashtra, India Scrip code: TATASTLBSL

Dear Madam, Sir,

Sub: Annual Secretarial Compliance Report for the year ended March 31, 2019

Please find enclosed herewith the Annual Secretarial Compliance Report of the Company for

the year ended March 31, 2019, as certified by M/s. PI & Associates, Practicing Company

Secretaries.

This Report has been issued in terms of SEBI Circular No. CIR/CFD/CMD1/27/2019 dated

February 8, 2019.

This is for your information and records.

Thanking you,

Yours faithfully,

for Tata Steel BSL Limited (formerly Bhushan Steel Limited)

(Nisha Anil Seth) Company Secretary & Compliance Officer

Encl.: As above.

TATA STEEL BSL LIMITED (Formerly Shushan Steel Limited)

Regd. Office: Ground Floor Mira Corporate Suites Plot No. 1 & 2 lshwar Nagar Mathura Road New Delhi 110065 Tel: +91 11 39194000 Fax +91 11 41010050

Email: tsbsl@tatasteelbsl.co.in Website: www.tatasteelbsl.co.in CIN No: L74899DL1983PLC014942

& Associates Company Secretaries

SECRETARIAL COMPLIANCE REPORT OF TATA STEEL BSL LIMITED

FOR THE YEAR ENDED MARCH 31, 2019

We, PI & Associates have examined:

(a) all the documents and records made available to us and explanation provided by Tata

Steel BSL Limited (Formerly Known as Bhushan Steel Limited)("the listed entity/

Company"),

(b) the filings/ submissions made by the listed entity to the stock exchanges,

(c) website of the listed entity,

(d) any other document/ filing, as may be relevant, which has been relied upon to make this

certification,

For the year ended March 31. 2019 ("Review Period") in respect of compliance with the

provisions of:

(a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations,

circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the

Regulations, circulars, guidelines issued thereunder by the Securities and Exchange

Board of India ("SEBI");

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have

been examined, include:

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015;

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009 (up to November 10, 2018) and Securities and Exchange Board of India

(Issue of Capital and Disclosure Requirements) Regulations, 2018 (with effect from

November 11, 2018);

CORPORATE OFFICE

D-28 South Extn. Part-I, New Delhi - 110049 India I T : +91 11 40622200 I F : +91 11 40622201 I E : info@piassociates.co.in

LOCATIONS

Hyderabad I Trivandrum I Vadodara

www. iassoci t

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(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (up to

September 10, 2018) and Securities and Exchange Board of India (Buyback of Securities)

Regulations, 2018 (with effect from September 11, 2018); (not applicable to the Company

during the period under review)

(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,

2014; (not applicable to the Company during the period under review)

(f) Securities and Exchange Board of India (Issue and Listing of Debt SecUrities)

Regulations, 2008; (not applicable to the Company during the period under review)

(g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and

Redeemable Preference Shares) Regulations,2013; (not applicable to the Company

during the period under review)

(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015;

(i) Securities and Exchange Board of India (Depositories and Participants) Regulations,

2018;

and circulars/ guidelines issued thereunder and

Based on the above examination, we hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/

guidelines issued thereunder, except in respect of matters specified below:

S. No. Compliance Requirement Deviations Observations/Remarks of the

(Regulations/circulars/guidel

ines including specific clause)

Practicing Company Secretary

1 Regulation 18(2) (a) of No meeting of the Pursuant to the order of the National LODR Audit Committee Company Law Tribunal, Principal The Audit Committee shall meet at least four times in a

held during the quarter ended

Bench, New Delhi dated May 15, 2018, under the Corporate Insolvency

year and not more than 120 days shall elapse between two

June 30, 2018. Resolution Process of the Insolvency and Bankruptcy Code, 2016 the

Meetings. Company was acquired by Tata Steel CORPORATE OFFICE

D — 28, South Extn. Part — I, New Delhi — 110049 India 1 T: +91 11 406222001 F: + 91 11 406222011 E infoPpiassociates.co.in

LOCATIONS Hyderabad I Trivandrum I Vadodara

Regulation 33 of LODR The listed entity shall submit annual audited standalone and consolidated Financial Results for the financial year, within 60 days from the end of the Financial Year along with the Audit Report.

The Company did not file the Audited Financial Results for the financial year ended March 31, 2018 within sixty days of the end of the year.

2

& Associates

Limited through its wholly owned subsidiary Bamnipal Steel Limited on May 18, 2018.

Post the acquisition, a new Board of Directors was constituted on May 18, 2018 and a new management was put in place.

As per explanation provided, since the new management had just taken over the Company's operations, the Audit Committee meeting for Ql FY 2019 could not be held.

Further, we were informed that the Company had made an application to the Securities and Exchange Board of India ("SEBI") seeking extension time to file the financial statements for the quarter and year ended March 31, 2018 as the new management required time to assess the effect of the Approved Resolution Plan on the standalone and consolidated financial statements for the quarter and year ended March 31, 2018. However, the request was not accepted by SEBI.

Consequently, both NSE and BSE imposed a fine of Rs 9,53,474 and Rs. 9,53,475.40 respectively which were duly paid by the Company.

However, in the subsequent quarters the Company has complied with the requirements of holding the Audit Committee Meetings and declaring the financials results within the prescribed period.

CORPORATE OFFICE D— 28, South ban. Part — I, New Delhi — 110049 India I T: +91 11 406222001F: + 91 11 40622201 1 E

LOCATIONS Hyderabad I Trivandrum I Vadodara

& Associates

(b) The listed entity has maintained proper records under the provisions of the above Regulations and

circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records.

(c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material

subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating

Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and

circulars/ guidelines issued thereunder:

S. Action Details of violation Details of action taken Observations/

No. taken by E.g. fines, warning

letter, debarment, etc.

remarks of the

Practicing Company

Secretary, if any.

1. BSE & Delay in filing the Audited Fine imposed by BSE- The penalty has been

NSE Financial Results for the Rs. 9,53,474 duly paid by the

financial year ended March 31,

2018 within sixty days of the

end of the year under

regulation 33(3) of LODR.

Fine imposed by NSE-

Rs. 9,53,475.40

Company.

(d) The listed entity has taken the following actions to comply with the observations made in

previous reports:

This being the first reporting since the notification of the requirements to submit the

report, reporting on actions to comply with the observations made in the previous reports

do not arise.

CORPORATE OFFICE D — 28, South Extn. Part — I, New Delhi — 110049 India 1 T: +91 11 40622200 I F: + 91 11 406222011 E :info o) • iassoc

LOCATIONS Hyderabad I Trivandrum I Vadodara

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For PI & Associates,

Company S z

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& Associates

Sr. No. Observations of the Practicing Company Secretary in the previous reports

Observations made in the secretarial compliance report for the year ended 31.03.2019

Actions taken by the listed entity, if any

Comments of the Practicing Company Secretary on the actions taken by the listed entity

Not Applicable

Partner

ACS No.: A32109

C P No.: 16276

Date: May 28, 2019

Place: New Delhi

CORPORATE OFFICE

D — 28, South Extn. Part — I, New Delhi — 110049 India I T: +91 11 40622200 1 F: + 91 11 406222011 E :info@oiassociates.co.in

LOCATIONS Hyderabad I Trivandrum I Vadodara