Dear Members,
Your directors take pleasure in presenting the 43rd Annual Report along with the
Audited Financial Statements of the Company along with audited accounts for the Financial
Year ended 31st March, 2025.
Financial Performance
(Rs. Lakhs)
Financial Parameters |
FY 2024-25 |
FY 2023-24 |
Sales (Net of GST) |
31,941.64 |
26,665.10 |
Other Income |
2,990.62 |
2,551.57 |
Profit / (Loss) before Interest, Depreciation & Exceptional Items |
1,442.31 |
1,167.68 |
Interest & Finance Charges |
- |
- |
Depreciation |
402.88 |
423.20 |
Profit/(Loss) for the year before Exceptional Items |
1,039.43 |
744.48 |
Exceptional Items -Net income / (Expenditure) |
- |
- |
Provision for Tax |
- |
- |
Other Comprehensive Income |
0.27 |
- |
Profit/(Loss) for the year carried to Balance Sheet |
1,039.70 |
744.48 |
Outlook
In essence, the outlook for the Indian Steel Sector in FY26 is decidedly positive.
While the industry will continue to monitor global dynamics, the proactive stance on
safeguard duties is expected to effectively manage import challenges. This coupled with
the strong domestic demand, and robust infrastructure push, positions Indian steelmakers
to capitalise on their strong domestic foundation and strategic investments, ensuring
sustained growth and profitability throughout FY26.
For the last three years i.e. FY22, FY23, FY24, the steel industry has been going
through the fastest period of growth witnessed after the global financial crisis faced
earlier. In FY2024, the industry registered a consumption growth of 13.6%, which is only
marginally lower than the peak of 13.9% registered in FY2006 during the golden period of
India’s private sector capex. Steel being a globally traded commodity, the external
environment, therefore, plays a crucial role in determining the health of the domestic
industry. Given the sub-par economic growth outlook in China, along with other leading
global steel-producing and consuming hubs, steel trade flows have been redirected to
high-growth markets like India. Consequently, domestic finished steel imports have been
steadily rising since FY2023.
India is the world’s second-largest producer of crude steel. The government has
taken various steps to boost the sector including the introduction of National Steel
Policy 2017 and allowing 100% Foreign Direct Investment (FDI) in the steel sector under
the automatic route. The Government’s National Steel Policy 2017 aims to increase the
per capita steel consumption to 160 kgs by 2030-31.
Demand for steel in India will reach 300 million tones by 2030, driven by rising
construction activities. Steel companies are looking to restart expansion projects on the
back of burgeoning steel processes.
Sponge Iron is the basic raw material for Steel manufacturers, so it is growing up
parallel with steel demand. According to National Steel Policy, 2017, the aim is to
increase the DRI production from 37.14 million tons to 80 million tons by 203031. India
has huge untapped potential for the growth in the sponge iron industry, as it has still
one of the lowest steel consumptions per capita (74.3 Kg.). The industry’s prospects
are looking bright.
Operations
The Company was constrained to shut its Plant and Operations since 9th August, 2013 on
account of sudden stoppage of coal supply by Central Coalfields Limited, a Unit of Coal
India Limited against long term Fuel Supply Agreement. The Coal available through online
auction from various Coal Companies was of lower grades and was also available at high
price, therefore, it was not economically viable for the company to operate with the
costlier coal.
As reported last year, with a view to earning some revenue, the Company had entered
into a Facility User Agreement dated 30.12.2020 with M/s. Vanraj Steels Private Limited,
Mr. Manoj Kumar Agarwal and M/s. Parasnath Advisory Private Limited.
After complete overhauling and renovation work of the plant as well as the railway
siding, the possession of the same had been handed over to M/s. Vanraj Steels Private
Limited on 12th January, 2022. With the handing over of the plant, the Company has started
receiving the operating income.
Now the plant is in operation, and with the restart of the plant, Company has started
earning revenue and there is a profit of Rs. 1039.70 Lacs during FY 2024-25. Management is
hopeful of earning good profit in future and losses suffered in past will get wiped out in
due course.
The financial statements, as such, have been prepared on a going concern basis on the
strength of management’s plan of revival including restructuring of liabilities,
operation of the plant through a third-party ensuring generation of revenue.
5 MW Power Plants/ Steel Plant
The Company has power plant of 5 MW for power generation based on 80% Dolo Char + 20%
Coal Fine, being produced in the manufacturing of sponge iron. Due to the high price of
coal, power generation cost is very high and not viable to operate. To control the
overhead cost, the Company has taken 3 MW power connection from Jharkhand State
Electricity Board. Power is easily available from Jharkhand Bijli Vitran Nigam Limited
without any interruption and achievement of production target is quite easy.
Corporate Social Responsibility
The Board of Directors of the Company had dissolved the Corporate Social Responsibility
Committee pursuant to the provision of Section 135(9) of the Companies Act, 2013
("the Act") and the functions of the said Committee are now being discharged by
the Board. The Company has a Corporate Social Responsibility (CSR) Policy in accordance
with the provisions of the Act and rules made thereunder. The CSR Policy along with the
CSR projects approved by the Board; and the relevant details are disclosed on the website
of the Company at www. bsil.org.in.
The Annual Report on the CSR activities undertaken by the Company during the Financial
Year under review, in the prescribed format, is annexed to this Report as "Annexure
-F".
Dividend
In view of the losses suffered by the Company in the past, no dividend has been
proposed for the financial year ended 31st March, 2025.
Share Capital
The Paid-up Equity Share Capital as on 31st March, 2025 is Rs. 9020.54 lakhs. During
the year under review, the Company has not issued shares with differential voting rights
nor granted stock options nor sweat equity.
Fixed Deposits
During the year under review, your Company has not accepted any deposits within the
meaning of provisions of Chapter V - Acceptance of Deposits by Companies, of the Act read
with the Companies (Acceptance of Deposits) Rules, 2014.
Subsidiary, Associate and Toint Ventures
The Company does not have any Subsidiary, Associate or Joint Venture Company as on 31st
March, 2025.
Material Changes and Commitments
There were no material changes and commitments affecting the financial position of the
Company which occurred between the end of financial year and the date of report.
Directors
Changes in Directors and Key Managerial Personnel
Since last reported, the following changes have taken place in the Board of Directors
and Key Managerial Personnel:
Mrs. Kumkum Modi (DIN:00522904) was appointed as NonExecutive Director of Bihar Sponge
Iron Limited w.e.f. 04-062011 and her re-appointment by rotation was made in AGM of last
year (2024).
The SEBI (LODR) (Amendment) Regulations, 2024’, Regulation 17(1A) provides, before
the completion of 75 years, the Company is required to place her re-appointment as
Director for Shareholders’ approval in the upcoming Annual General Meeting of the
Company through Special Resolution.
In view of above, the Board of Directors of the Company at its meeting held on 12th
August, 2025 pursuant to the recommendations of Nomination and Remuneration Committee has
approved the re-appointment of Mrs. Kumkum Modi (DIN:00522904) as a Non-Executive Non-
Independent Director of the Company pursuant to the Regulation 17 (1A) of SEBI Listing
Regulations and subject to approval of the shareholders.
Mr. Vijay Kumar Modi (DIN: 00004606), Mr. Anirudh Kumar Modi (DIN: 01751260) and Mrs.
Asha Agarwal (DIN: 09026835), Non-Executive Independent Directors of the Company have
resigned from the Board w.e.f. 27th August, 2024, due to their preoccupation with other
professional activities.
Board has appointed Mr. Rohit Chawdhary (DIN: 10751087), Ms. Mohi Kumari (DIN:
09696682) and Mr. Adhish Sharma (DIN: 10751609) as Non-Executive Independent Directors,
not liable to retire by rotation, of the Company for the first term of consecutive 5
(five) years w.e.f. 16th September 2024 till 15th September, 2029.
None of the Directors of the Company is disqualified under Section 164 (2) of the Act.
Your directors have made necessary disclosures as required under various provisions of the
Companies Act, 2013.
Composition of Key Managerial Personnel
Pursuant to the relevant provisions of Section 203 of the Act, the Company has the
following KMPs:
S. No. Name |
Designation |
1. Mr. Aditya Kumar Modi |
Whole Time Director (Designated as Director - Operations cum Occupier) |
2. Mr. Sachin |
Chief Financial Officer |
3. Mr. Vimal Prasad Gupta |
Company Secretary & Compliance Officer |
Declaration by Independent Directors
All the Independent Director(s) have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the Listing Regulations.
Formal Evaluation of Board, Committees and Directors
Pursuant to the provisions of Section 134 of the Act and Regulation 17 of the SEBI
Listing Regulations, Independent Directors at their meeting (without participation of the
NonIndependent Directors and Management) have considered/ evaluated the Boards’
performance, Performance of the Chairman and other Non-Independent Directors.
The Board subsequently evaluated the performance of the Independent Directors as per
the criteria laid down and has recommended their continuation on the Board of the Company.
The working of its Committees (Audit, Nomination and Remuneration and Stakeholders
Relationship) and Independent Directors (without participation of the Director being
evaluated) were also evaluated. The criteria for performance evaluation have been detailed
in the Corporate Governance Report.
Number of Board Meetings
During the year 2024-25, Five (5) Board Meetings were convened and held. Details of the
same are given in the Corporate Governance Report which forms part of this report. The
intervening gap between either two meetings was within the period prescribed under the
Act, and the SEBI Listing Regulations.
Directors’ Responsibility Statement
Pursuant to Section 134 (5) of the Act, the Directors of your Company declare as under
that:
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors, had laid down and implemented internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Statement regarding opinion of the Board with regard to Integrity, Expertise and
Experience of the Independent Director appointed during the year
During the Year, Mr. Rohit Chawdhary (DIN: 10751087), Ms. Mohi Kumari (DIN: 09696682)
and Mr. Adhish Sharma (DIN: 10751609) were appointed as Non-Executive Independent
Directors, not liable to retire by rotation, of the Company for the first term of
consecutive 5 (five) years w.e.f. 16th September 2024 till 15th September, 2029. In the
opinion of Board Mr. Rohit Chawdhary, Ms. Mohi Kumari and Mr. Adhish Sharma are persons
with high moral values, having rich experience in the matter of Corporate Laws and good
corporate governance.
Significant and Material orders passed by the Regulators or Courts or Tribunals
During the year under review, there were no significant material orders passed by the
Regulators or Courts or Tribunals that could impact the going concern status of the
Company and its future operations.
Auditors and Auditors Report
Statutory Auditor
The Company has appointed M/s. Doogar & Associates, Chartered Accountants (FRN:
000561N), as Statutory Auditors of the Company, to hold office for a 1st term of five (5)
consecutive years from the conclusion of the 42nd Annual General Meeting (AGM) until the
conclusion of the 47th AGM of the Company.
Auditor’s Qualification
Notes to accounts referred to in the Auditor’s Report are self-explanatory and
therefore do not call for any further explanation. However, the following has not been
recognized as explained below:
a. Rs. 215.28 Lakhs recovered by South Eastern Coal Fields Ltd as penalty on account of
short lifting of coal quantity in terms of Fuel Supply Agreement as the matter has been
disputed by the Company under writ petition. Since the writ petition filed by Company
before the Hon’ble High Court of Chhattisgarh, Bilaspur has been disposed off on 5th
March, 2025 with the directions "The concerned authority shall afford an
opportunity of hearing to the petitioner and the respondent/SECL and a decision shall be
taken by the said authority strictly in accordance with the law in an objective manner.
The authority concerned shall consider the submissions made by the petitioner or its
representatives and decide the same preferably within a period of 60 days from the 21st
of April, 2025. The petitioner would be at liberty to revive its prayer, if the cause of
action still subsists".
In accordance with the said order of Hon’ble High Court, meeting of both parties
was held on 19.06.2025. SECL did not consider the representation made by the Company and
disposed off the matter. Now company is planning to file an appeal in the Hon’ble
High Court.
Pending final settlement the amount has been included in long terms loans and advances.
The Company is hopeful that it would get an order in its favour in the said
proceedings.
b. The company has taken loan from their promotor’s companies. Interest on
unsecured loan taken from Promoters and other parties from 10.08.2013 to 31.03.2025 has
not been taken into account as the Company will approach the lenders for the waiver of the
interest on unsecured loan.
c. Interest on Soft Loan from Government of Jharkhand under Jharkhand Industrial
Rehabilitation Scheme 2003 amount to Rs. 8482.83 lakhs. However, interest only to the
extent of Rs. 2746.19 lacs has been provided in books (i.e. until 10th August, 2013) and
is subject to approval of representations for waiver of the entire amount.
Internal Auditors
M/s. Sarat Jain & Associates, Chartered Accountants (FRN: 014793C), Noida,
conducted Internal Audit periodically and submitted their reports to Audit Committee.
Their Reports have been reviewed by the Audit Committee.
Cost Auditors
The Board of Directors, on the recommendation of the Audit Committee, have appointed
M/s. M.K. Singhal & Co., Cost Accountants (FRN: 00074), as the Cost Auditors to audit
the cost accounting records maintained by the Company for the financial year 2025-26 at a
remuneration of Rs.1,00,000/- plus taxes as applicable and reimbursement of out-of-pocket
expenses. As required under the Companies Act, 2013, a resolution seeking member’s
approval for the remuneration payable to the Cost Auditor forms part of the notice
convening the 43rd Annual General Meeting.
Secretarial Auditor
M/s. Soniya Gupta & Associates, Company Secretaries (PCS COP No. 8136) were
appointed as the Secretarial Auditor of the Company in relation to the financial year
2024-25, in terms of Section 204 of the Companies Act, 2013.
The Secretarial Audit Report for financial year 2024-25 is attached as "Annexure
- A" with this report.
The observations in the secretarial audit report are selfexplanatory and therefore do
not call for any further explanation.
In view of the recent amendments to Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company at its
meeting held on 12th August, 2025 pursuant to the recommendations of Audit Committee has
approved the appointment of M/s. Soniya Gupta & Associates, Company Secretaries (PCS
COP No. 8136) as a Secretarial Auditor of the Company for the 1st term of 5 years from
financial year 2025-26 to 2029-30 pursuant to the above said regulation and subject to
approval of the shareholders.
Particulars of Loans, Guarantees or Investments under Section 186
The Company has not given any loans, guarantees or made any investments under Section
186 of Companies Act, 2013 during the financial year 2024-25.
Internal Financial Control and their Adequacy
The Company has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business including adherence to the Company’s policies, safeguarding
of its assets, prevention and detection of frauds and errors, accuracy and completeness of
the accounting records and timely preparation of reliable financial disclosures.
Risk Management Policy
As per Section 134(3) (n) of the Companies Act, 2013, the Company has adopted a Risk
Management Policy which is reviewed on a periodic basis to recognize and reduce exposure
to risks wherever possible. The Company’s Risk management policies are based on the
philosophy of achieving substantial growth and managing risks involved.
Nomination and Remuneration Policy
In accordance with the requirements under Section 178 of the Companies Act, 2013 and
Listing Regulations, the Committee formulated a Nomination and Remuneration policy to
govern the nomination/appointment, criteria for determining qualifications, positive
attributes, independence of a Director and remuneration of Directors, Key Managerial
Personnel, other employees and senior Management of the Company. Details of Composition of
Committee are given in the Corporate Governance Report.
The aforesaid policy can be accessed on the Company’s website at www.bsil.org.in/policies.html .
Vigil Mechanism / Whistle Blower Policy
In compliance of Section 177 (9) & (10) of the Companies Act, 2013 and in terms of
Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has set up a whistle blower policy which can be viewed on the
Company’s website at www.bsil.org.in/
policies.html. In terms of the said policy, the Directors and employees are given direct
access to the Chairman of the Audit Committee to report on alleged wrong doings.
Your Company hereby affirms that no Director/ employee has been denied access to the
Chairman of the Audit Committee and that no complaints were received during the year.
Particulars of Contracts or Arrangements with Related Parties
All the Related party Transactions entered by the Company during the financial year
were done in the ordinary course of business and at Arm’s Length. The Audit Committee
granted omnibus approval for the said related party transactions (which are repetitive in
nature) and the same was reviewed by the Audit Committee and the Board of Directors.
During the year, your Company had not entered materially significant transactions i.e.
transactions exceeding ten percent of the annual consolidated turnover with Related
Parties. All the transactions made are within the limits approved by the Board and/or
Shareholders of the Company. Furthermore, suitable disclosures as are required under IND
AS - 24 have been made in the Notes to the Financial Statements.
The details of these transactions, as required to be provided under section 134(3) (h)
of the Companies Act, 2013 are disclosed in Form AOC-2 as "Annexure-B"
and forms part of this report.
The policy on materiality to regulate transactions between the Company and its related
parties, in compliance with the applicable provisions of the Act, and regulation 23 of the
Listing Regulations, as amended, is uploaded and can be viewed on the Company’s
website at www.bsil.org.in/ policies.html.
Extract of the Annual Return
The extract of the Annual Return as per the provisions of Section 92 of Companies Act,
2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 will be
made available on the website of the Company at www. bsil.org.in.
Particulars of Employees and Related Disclosures
Disclosure with respect to remuneration of Directors and employees as required under
section 197 (12) of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Board report for
the year ended 31st March, 2025 are given in "Annexure-C" to this Report.
Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read
with rule (8)(3) of the Companies Account Rules, 2014 is enclosed in "Annexure-D"
and forms part of this report.
Corporate Governance
A report on Corporate Governance along with an Auditors’ Certificate confirming
compliance of conditions of Corporate Governance as stipulated under Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the
Annual report.
Management Discussion Analysis Report
In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report is
annexed as "Annexure-E" and form part of this report.
Listing of Securities
The equity shares of your Company continue to be listed on BSE Ltd. and the listing fee
for the Financial Year 2025-26 has been paid.
Compliance with Secretarial Standards
The Company has complied with the Secretarial Standards issued by the Institute of
Company Secretaries of India as approved by Central Government as required under Section
118(10) of the Companies Act, 2013.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:
The Company is committed to providing a safe and conducive work environment to all of
its employees and associates. The Company has created the framework for individuals to
seek recourse and redressal to instances to sexual harassment. The Company has in place a
Policy in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013). The policy formulated by
the Company at prevention of sexual harassment is available on the website of the Company
at https://bsil.org.in/policies.html .
The Company has complied with the provision relating to the constitution of Internal
Committee under POSH, 2013. In the Board Meeting held on 27th May, 2024, the Company had
constituted the Internal Committee.
During the Financial Year 2024-25, no complaint pertaining to sexual harassment at work
place has been received by the Company, hence no complaint is outstanding as on 31st
March, 2025 for redressal.
Compliance with the Maternity Benefit Act, 1961:
The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including all applicable amendments and rules framed thereunder. The Company is committed
to ensure a safe, inclusive, and supportive workplace for women employees. As per policy
of the Company, all eligible women employees, are entitled to maternity benefits as
prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing
breaks, and protection from dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.
Gender-wise Composition of Employees:
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company
discloses below the gender composition of its workforce on role of the Company as on 31st
March, 2025.
Male Employees: 23
Female Employees: Nil
Transgender Employees: Nil
The Company’s efforts to promote an inclusive workplace culture and equal
opportunity for all individuals, regardless of gender but plant is in interior location
from city, so female employees do not prefer to join in our plant location.
Details of application made or any proceeding pending under The Insolvency and
Bankruptcy Code
During the year under review, no application was made, nor any proceeding is pending
under the Insolvency and Bankruptcy Code, 2016.
Details of difference between amount of the Valuation done at the time of One Time
Settlement and the Valuation done while taking Loan from the Banks or Financial
Institutions along with the reasons thereof
During the year under review, no one time settlement was made by the Company with any
Banks or Financial Institutions.
Acknowledgement
Your directors take this opportunity to place on record their sincere thanks to all
stakeholders, various departments of Central Government, the Government of Bihar and
Jharkhand, Financial Institutions and Banks for their valuable assistance. Your directors
equally acknowledge the trust reposed by you in the Company. The Directors also wish to
place on record their appreciation for the all-round support and co-operation received
from the employees at all levels.
For & on behalf of the Board of Directors of Bihar Sponge Iron Limited
Place: New Delhi |
Sd/- |
Date: 12th August, 2025 |
Umesh Kumar Modi |
|
Chairman & President |
|
DIN: 00002757 |
