Dear Members,
Your directors take pleasure in presenting the 44th Annual Report along with the
Audited Financial Statements of the Company for the Financial Year ended 31st March, 2026.
Financial Performance
(Rs. Lakhs)
Financial Parameters |
FY 2025-26 |
FY 2024-25 |
| Sales (Net of GST) |
24,547.73 |
31,941.64 |
| Other Income |
2,746.56 |
2,990.62 |
| Profit / (Loss) before Interest, Depreciation & Exceptional Items |
1513.91 |
1,442.31 |
| Interest & Finance Charges |
- |
- |
| Depreciation |
381.63 |
402.88 |
| Profit/(Loss) for the year before Exceptional Items |
1132.28 |
1,039.43 |
| Exceptional Items -Net income / (Expenditure) |
- |
- |
| Provision for Tax |
- |
- |
| Other Comprehensive Income |
0.95 |
0.27 |
| Profit/(Loss) for the year carried to Balance Sheet |
1133.23 |
1,039.70 |
Outlook
The outlook for the Indian steel industry continues to remain positive, supported by
strong domestic demand, sustained infrastructure development, increasing capital
expenditure and growth in the construction, automobile, railway and manufacturing sectors.
During FY 2025-26, India continued to strengthen its position as the world's
second-largest crude steel producer, with crude steel production increasing by more than
10% year-on-year to approximately 168.4 million tonnes, while finished steel consumption
stood at around 164 million tonnes, reflecting growth of approximately 7-8%.
The Government's continued focus on infrastructure development and capital expenditure
is expected to remain a key driver of steel demand. The National Steel Policy, 2017
continues to provide a long-term framework for the development of the sector, with a
target of achieving 300 million tonnes of crude steel production capacity and 255 million
tonnes of production by 2030-31, together with a substantial increase in per capita
finished steel consumption.
The demand outlook for the Indian steel sector remains encouraging. Industry estimates
indicate that steel demand growth is expected to improve further, with ICRA projecting
steel demand growth of approximately 9-10% in FY 2026- 27, supported by increased
Government capital expenditure on steel-intensive sectors such as roads, railways and
infrastructure projects.
The Sponge Iron/Direct Reduced Iron (DRI) industry is closely linked to the growth of
the steel sector, as sponge iron is an important raw material for steel production,
particularly for electric arc furnace and induction furnace-based steelmaking. India
remains the world's largest producer of sponge iron, and the increasing requirement for
steel, together with capacity additions and investments in downstream steel manufacturing,
is expected to support continued demand for sponge iron. India's sponge iron consumption
was around 55.7 million tonnes in FY 2024-25 and is projected to increase further in the
coming years.
The Company believes that the long-term fundamentals of the Indian steel and sponge
iron sectors remain favourable. The continued expansion of infrastructure, urbanisation,
construction activity and manufacturing, together with the Government's focus on domestic
steel production and infrastructure-led economic growth, is expected to create sustained
opportunities for the industry.
In view of the above, the management remains cautiously optimistic about the prospects
of the steel and sponge iron industry. The Company expects to benefit from the anticipated
recovery and growth in domestic steel demand, subject to prevailing market conditions,
availability and cost of raw materials, energy costs and other external factors.
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.
However, M/s. Vanraj Steels Private Limited suspended its plant operations on 6th
February, 2026 without any prior notice or official communication to the Company. The
sudden suspension of operations adversely affected the Company's business and resulted in
the termination of the existing Facility User Agreement with Vanraj.
In order to ensure continuity of the Company's business and safeguard its operational
assets, the management explored alternative arrangements for operation of the Company's
facilities. Accordingly, the Company entered into a Facility User Agreement dated 23rd
March, 2026 with M/s. Amalgam Steel & Power Limited (“Amalgam”) for
operation of the Company's Sponge Iron Plant, Railway Siding and other associated
facilities on mutually agreed terms and conditions.
Pursuant to the aforesaid arrangement, the revamping and renovation work of the Plant
and Railway Siding is presently in progress. Commercial operations of the Plant are
proposed to commence upon successful completion of the renovation and revamping work in
accordance with the terms and conditions of the Facility User Agreement.
The Company has also initiated appropriate legal proceedings against M/s. Vanraj Steels
Private Limited, Mr. Manoj Kumar Agarwal and other concerned parties in connection with
the suspension of operations, alleged breach of contractual obligations and
consequential losses suffered by the Company.
The Company remains focused on revival and sustainable operations of its Plant and
associated facilities. The management is hopeful that upon commencement of commercial
operations under the new Facility User Agreement, the Company will be able to generate
adequate operating revenue and improve its financial position. Accordingly, the financial
statements have been prepared on a going concern basis, considering the management's plans
for revival of the business, restructuring of liabilities and operation of the Plant
through a third-party arrangement for generation of revenue.
During the FY 2025-26 Company has made a profit of Rs. 1133.23 Lacs. Management is
hopeful of earning good profit in future and losses suffered in past will get wiped out
upon successful completion of the renovation and revamping work.
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, 2026.
Share Capital
The Paid-up Equity Share Capital as on 31st March, 2026 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, 2026.
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:
In accordance with the provisions of Section 152 of the Act 2013, Mr. Jayesh Modi (DIN:
02849637) retires by rotation at ensuing Annual General Meeting and being eligible offers
himself for re-appointment. Your directors recommend his re-appointment.
There were no other changes in the composition of the Board of Directors of the
Company. There was no appointment, resignation, retirement, or cessation of any Director
during the year, except as already stated in this Report.
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
Non- Independent 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 2025-26, Four (4) 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 under review, no new Independent Director was appointed on the Board of
the Company. Accordingly, the requirement to provide a statement regarding the opinion of
the Board with regard to the integrity, expertise and experience of any Independent
Director appointed during the year is not applicable to the Company.
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. The Company has filed new Writ Petition against the
order/decision of SECL before Hon'ble High Court, Chhattisgarh vide WPC/24721 of 2025. The
Writ Petition filed by the Company against the order/decision of SECL before Hon'ble High
Court, Chhattisgarh vide WPC/24721 of 2025 has been dismissed by the court on 27-10-2025.
The Company is in process of finalising the appeal against the said order.
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.
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 31.03.2026 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 amounting to Rs. 8272.61 lakhs have been provided in books only
to the extent of Rs.2746.19 lakhs (i.e. until 10th August'2013) and is subject to approval
of representations for waiver of the entire amount.
d. In terms of the “Facility User Agreement” entered with the plant operator,
liabilities as mentioned in note are recoverable from/contractually required to be borne
by the operator.
The company is taking appropriate legal course and the management does not foresee any
impairment/ provision against the dues, considering the contractual obligations of the
operator and management's assessment of recoverability. Regarding the outcome of the
dispute and the extent of recoverability of the dues, we are unable to comment whether any
adjustment is necessary to the carrying value of the related balances and the
consequential impact, if any, on the accompanying financial statements.
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 2026-27 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 44th Annual General Meeting.
Secretarial Auditor
In view of the amendments to Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, The Company has appointed M/s. Soniya Gupta
& Associates, Company Secretaries (PCS COP No. 8136), as the Secretarial Auditor of
the Company, in terms of Section 204 of the Companies Act, 2013, to hold office for a 1st
term of five (5) consecutive years from the conclusion of the 43rd Annual General Meeting
(AGM) until the conclusion of the 48th AGM of the Company.
The Secretarial Audit Report for financial year 2025-26 is attached as “Annexure
- A” with this report.
The observations in the secretarial audit report are self- explanatory and therefore do
not call for any further explanation.
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 2025-26.
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 material significant transactions i.e.
transactions exceeding ten percent of the annual consolidated turnover with Related
Parties and the same are within the limits approved by the 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, 2026 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 2026-27 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 reconstitution of Internal
Committee under POSH, 2013. In the Board Meeting held on 29th May, 2026, the Company has
reconstituted the Internal Committee.
During the Financial Year 2025-26, no complaint pertaining to sexual harassment at work
place has been received by the Company, hence no complaint is outstanding as on 31st
March, 2026 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, 2026.
Male Employees: 21 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
After the closure of Financial Year 2025-26, the Company has received two demand
notices under the Insolvency and Bankruptcy Code, 2016 from M/s. Agarwal Coal Corporation
Private Limited and M/s. Gohil Enterprises Private Limited in respect of alleged
operational debts which are disputed.
Further, M/s. Agarwal Coal Corporation Private Limited, being the Operational Creditor,
has filed an application under the Insolvency and Bankruptcy Code, 2016, before the
Hon'ble NCLT, Bench at Kolkata, against the Company in respect of the alleged operational
disputed debt. The said application is pending before the NCLT as on the date of this
Report.
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 |
|
|
Umesh Kumar Modi |
|
Chairman & President |
Place: London |
DIN: 00002757 |
Date: 14th August, 2026 |
|
