Market Capitalisation as per immediate previous Financial Year
Top 2000 listed entities
Annexure I
Annexure I to be submitted by listed entity on quarterly basis
I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory
Whether the listed entity has a Regular Chairperson
Yes
Whether Chairperson is related to MD or CEO
Yes
Disqualification of Directors under section 164 of the Companies Act, 2013
Sr
Title (Mr / Ms)
Name of the Director
PAN
DIN
Category 1 of directors
Category 2 of directors
Category 3 of directors
Date of Birth
Whether the director is disqualified?
Start Date of disqualification
End Date of disqualification
Details of disqualification
Current status
Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]
Date of passing special resolution
Initial Date of appointment
Date of Re-appointment
Date of cessation
Tenure of director (in months)
No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)
No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations
Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)
No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)
Notes for not providing PAN
Notes for not providing DIN
1
Mr
Vishambhar Saran
AJWPS2095L
00121501
Executive Director
Chairperson
04-12-1947
No
Active
NA
10-09-1996
15-12-2021
1
0
1
0
2
Mr
Vishal Agarwal
ADCPA3102A
00121539
Executive Director
Not Applicable
MD
14-09-1974
No
Active
NA
10-09-1996
25-06-2022
1
0
3
2
3
Mr
Sheo Raj Rai
ACKPR7739M
07902184
Non-Executive - Independent Director
Not Applicable
10-09-1955
No
Active
NA
08-08-2017
08-08-2020
67.23
1
1
2
1
4
Mrs
Rupanjana De
AGQPD2421C
01560140
Non-Executive - Independent Director
Not Applicable
04-07-1975
No
Active
NA
26-08-2017
26-08-2020
67.05
4
4
9
1
I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory
Whether the listed entity has a Regular Chairperson
Sr
Title (Mr / Ms)
Name of the Director
PAN
DIN
Category 1 of directors
Category 2 of directors
Category 3 of directors
Date of Birth
Whether the director is disqualified?
Start Date of disqualification
End Date of disqualification
Details of disqualification
Current status
Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]
Date of passing special resolution
Initial Date of appointment
Date of Re-appointment
Date of cessation
Tenure of director (in months)
No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)
No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations
Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)
No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)
Notes for not providing PAN
Notes for not providing DIN
5
Mr
Manoj Kumar
ABCPK7603C
06823891
Executive Director
Not Applicable
02-12-1965
No
Active
NA
15-09-2015
15-09-2021
1
0
0
0
6
Mr
Dhanesh Ranjan
AAAPR4641J
03047512
Non-Executive - Independent Director
Not Applicable
30-09-1953
No
Active
NA
30-09-2018
30-09-2021
54.01
1
1
1
0
Audit Committee Details
Whether the Audit Committee has a Regular Chairperson
Yes
Sr
DIN Number
Name of Committee members
Category 1 of directors
Category 2 of directors
Date of Appointment
Date of Cessation
Remarks
1
01560140
Rupanjana De
Non-Executive - Independent Director
Chairperson
26-07-2018
2
07902184
Sheo Raj Rai
Non-Executive - Independent Director
Member
27-08-2017
3
03047512
Dhanesh Ranjan
Non-Executive - Independent Director
Member
30-01-2022
Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson
Yes
Sr
DIN Number
Name of Committee members
Category 1 of directors
Category 2 of directors
Date of Appointment
Date of Cessation
Remarks
1
07902184
Sheo Raj Rai
Non-Executive - Independent Director
Chairperson
26-07-2018
2
01560140
Rupanjana De
Non-Executive - Independent Director
Member
27-08-2017
3
03047512
Dhanesh Ranjan
Non-Executive - Independent Director
Member
30-01-2022
Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson
Yes
Sr
DIN Number
Name of Committee members
Category 1 of directors
Category 2 of directors
Date of Appointment
Date of Cessation
Remarks
1
07902184
Sheo Raj Rai
Non-Executive - Independent Director
Chairperson
30-01-2022
2
00121539
Vishal Agarwal
Executive Director
Member
23-05-2006
3
01560140
Rupanjana De
Non-Executive - Independent Director
Member
26-07-2018
Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson
Sr
DIN Number
Name of Committee members
Category 1 of directors
Category 2 of directors
Date of Appointment
Date of Cessation
Remarks
Corporate Social Responsibility Committee
Whether the Corporate Social Responsibility Committee has a Regular Chairperson
Sr
DIN Number
Name of Committee members
Category 1 of directors
Category 2 of directors
Date of Appointment
Date of Cessation
Remarks
Other Committee
Sr
DIN Number
Name of Committee members
Name of other committee
Category 1 of directors
Category 2 of directors
Remarks
Annexure 1
Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr
Date(s) of meeting (if any) in the previous quarter
Date(s) of meeting (if any) in the current quarter
Maximum gap between any two consecutive (in number of days)
Notes for not providing Date
Whether requirement of Quorum met (Yes/No)
Total Number of Directors as on date of the meeting
Number of Directors present* (All directors including Independent Director)
No. of Independent Directors attending the meeting*
1
31-10-2022
Yes
6
5
2
2
11-02-2023
102
Yes
6
6
3
Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr
Name of Committee
Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)
Maximum gap between any two consecutive (in number of days)
Name of other committee
Reson for not providing date
Whether requirement of Quorum met (Yes/No)
Total Number of Directors in the Committee as on date of the meeting
Number of Directors Present (All Directors including Independent Director)
No. of Independent Directors attending the meeting*
No. of members attending the meeting (other than Board of Directors)
1
Audit Committee
31-10-2022
Yes
3
2
2
0
2
Stakeholders Relationship Committee
31-10-2022
Yes
3
3
2
0
3
Audit Committee
11-02-2023
102
Yes
3
3
3
0
4
Stakeholders Relationship Committee
11-02-2023
Yes
3
3
2
0
Annexure 1
V. Related Party Transactions
Sr
Subject
Compliance status (Yes/No/NA)
If status is �No� details of non-compliance may be given here.
1
Whether prior approval of audit committee obtained
Yes
2
Whether shareholder approval obtained for material RPT
Yes
3
Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee
Yes
Disclosure of notes on related party transactions
Textual Information(1)
Text Block
Textual Information(1)
Material transaction for the period from 1 JAN 2023 to 31 MAR 2023
Sl No.
Name of the Party
Nature of Relationship
Particulars of Contract/ Arrangement
Transaction Value (Rs Crores)
1.
VISA MINMETAL LIMITED
Enterprise over which relatives of KMP has significant influence
Agreement dated 1 November 2015 and subsequent amendments for Sale/Purchase of Goods and conversion arrangement for earning of conversion income by VSL from VML on Arms Length Basis for conversion of raw materials into finished goods, reimbursement of the cost of any raw materials procured by VSL at actuals, reimbursement/recovery of expenses at actuals, advance for major refurbishment and relining of the furnaces, payment of rent charges or any other transactions.
110.31
Note:- 1. The above value is inclusive of Taxes, where applicable
2. The above figures are subject to Limited Review by the statutory auditors
Annexure 1
VI. Affirmations
Sr
Subject
Compliance status (Yes/No)
1
The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015
Yes
2
The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee
Yes
3
The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee
Yes
4
The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee
Yes
5
The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities)
NA
6
The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.
Yes
7
The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.
Yes
8
This report and/or the report submitted in the previous quarter has been placed before Board of Directors.
Yes
Annexure 1
Sr
Subject
Compliance status
1
Name of signatory
Amisha Chaturvedi
2
Designation
Company Secretary and Compliance Officer
Text Block
Annexure II
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of Listing Regulations
Sr
Item
Compliance status (Yes/No/NA)
If status is �No� details of non-compliance may be given here.
Web address
1
Details of business
Yes
www.visasteel.com
2
Terms and conditions of appointment of independent directors
Yes
www.visasteel.com
3
Composition of various committees of board of directors
Yes
www.visasteel.com
4
Code of conduct of board of directors and senior management personnel
Yes
www.visasteel.com
5
Details of establishment of vigil mechanism/ Whistle Blower policy
Yes
www.visasteel.com
6
Criteria of making payments to non-executive directors
Yes
www.visasteel.com
7
Policy on dealing with related party transactions
Yes
www.visasteel.com
8
Policy for determining �material� subsidiaries
Yes
www.visasteel.com
9
Details of familiarization programmes imparted to independent directors
Yes
www.visasteel.com
Annexure II
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of Listing Regulations
Sr
Item
Compliance status (Yes/No/NA)
If status is �No� details of non-compliance may be given here.
Web address
10
Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
Yes
www.visasteel.com
11
email address for grievance redressal and other relevant details
Yes
www.visasteel.com
12
Financial results
Yes
www.visasteel.com
13
Shareholding pattern
Yes
www.visasteel.com
14
Details of agreements entered into with the media companies and/or their associates
NA
15
Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange
NA
16
New name and the old name of the listed entity
NA
17
Advertisements as per regulation 47 (1)
Yes
www.visasteel.com
18
Credit rating or revision in credit rating obtained
NA
19
Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year
Yes
www.visasteel.com
20
Whether company has provided information under separate section on its website as per Regulation 46(2)
Yes
www.visasteel.com
21
Materiality Policy as per Regulation 30
Yes
www.visasteel.com
22
Dividend Distribution policy as per Regulation 43A (as applicable)
NA
23
It is certified that these contents on the website of the listed entity are correct
Yes
www.visasteel.com
Annexure II
II. Annual Affirmations
Sr
Particulars
Regulation Number
Compliance status (Yes/No/NA)
If status is �No� details of non-compliance may be given here.
1
Independent director(s) have been appointed in terms of specified criteria of �independence� and/or �eligibility�
16(1)(b) & 25(6)
Yes
2
Board composition
17(1), 17(1A) & 17(1B)
Yes
3
Meeting of Board of directors
17(2)
Yes
4
Quorum of Board meeting
17(2A)
Yes
5
Review of Compliance Reports
17(3)
Yes
6
Plans for orderly succession for appointments
17(4)
Yes
7
Code of Conduct
17(5)
Yes
8
Fees/compensation
17(6)
Yes
9
Minimum Information
17(7)
Yes
10
Compliance Certificate
17(8)
Yes
Annexure II
II. Annual Affirmations
Sr
Particulars
Regulation Number
Compliance status (Yes/No/NA)
If status is �No� details of non-compliance may be given here.
11
Risk Assessment & Management
17(9)
Yes
12
Performance Evaluation of Independent Directors
17(10)
Yes
13
Recommendation of Board
17(11)
Yes
14
Maximum number of Directorships
17A
Yes
15
Composition of Audit Committee
18(1)
Yes
16
Meeting of Audit Committee
18(2)
Yes
17
Composition of nomination & remuneration committee
19(1) & (2)
Yes
18
Quorum of Nomination and Remuneration Committee meeting
19(2A)
Yes
19
Meeting of Nomination and Remuneration Committee
19(3A)
Yes
20
Composition of Stakeholder Relationship Committee
20(1), 20(2) & 20(2A)
Yes
Annexure II
II. Annual Affirmations
Sr
Particulars
Regulation Number
Compliance status (Yes/No/NA)
If status is �No� details of non-compliance may be given here.
21
Meeting of Stakeholders Relationship Committee
20(3A)
Yes
22
Composition and role of risk management committee
21(1),(2),(3),(4)
NA
23
Meeting of Risk Management Committee
21(3A)
NA
24
Vigil Mechanism
22
Yes
25
Policy for related party Transaction
23(1),(1A),(5),(6),(7) & (8)
Yes
26
Prior or Omnibus approval of Audit Committee for all related party transactions
23(2), (3)
Yes
27
Approval for material related party transactions
23(4)
Yes
28
Disclosure of related party transactions on consolidated basis
23(9)
Yes
29
Composition of Board of Directors of unlisted material Subsidiary
24(1)
NA
30
Other Corporate Governance requirements with respect to subsidiary of listed entity
24(2),(3),(4),(5) & (6)
Yes
Annexure II
II. Annual Affirmations
Sr
Particulars
Regulation Number
Compliance status (Yes/No/NA)
If status is �No� details of non-compliance may be given here.
31
Annual Secretarial Compliance Report
24(A)
Yes
32
Alternate Director to Independent Director
25(1)
NA
33
Maximum Tenure
25(2)
Yes
34
Meeting of independent directors
25(3) & (4)
Yes
35
Familiarization of independent directors
25(7)
Yes
36
Declaration from Independent Director
25(8) & (9)
Yes
37
D & O Insurance for Independent Directors
25(10)
Yes
38
Memberships in Committees
26(1)
Yes
39
Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel
26(3)
Yes
40
Disclosure of Shareholding by Non-Executive Directors
26(4)
Yes
41
Policy with respect to Obligations of directors and senior management
26(2) & 26(5)
Yes
Any other information to be provided - Add Notes
Annexure II
1
Name of signatory
Amisha Chaturvedi
2
Designation
Company Secretary and Compliance Officer
Annexure II
III. Affirmations
Sr
Particulars
Compliance status (Yes/No/NA)
1
The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied
Visa Steel Limited published this content on 31 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 April 2023 07:39:00 UTC.
VISA Steel Limited is an India-based company engaged in the business of ferro alloys. The Company is engaged in the manufacturing of high carbon ferro chrome with a captive power plant. The Company has manufacturing assets for production of ferro alloys at Kalinganagar in Odisha. Its facilities include five submerged arc furnaces with 3x25 megawatt (MW) power generating units. It offers high carbon ferro chrome for end use in stainless steel and special steel manufacturing. The Company's subsidiaries include Kalinganagar Special Steel Private Limited (KSSPL), Kalinganagar Chrome Private Limited (KCPL), VISA Ferro Chrome Limited, VISA Special Steel Limited, and others.
VISA STEEL LIMITED 
