 Name

Visa Steel Ltd (VSL) 

 Location
• Corporate Office
Kolkata
VISA House
8/10 Alipore Road
Kolkata 700027
West Bengal

• Plant Address
Kalinganagar
Kalinganagar Industrial Complex
P.O. Jakhapura
Jajpur - 755026, Odisha.

 Year of establishment
Visa Steel Ltd (VSL) was incorporated in 1996 as Visa Industries Ltd.
The name Visa Industries Ltd was changed to Visa Steel Ltd with effect from May 4
2005.

 Brief history
• Visa Steel (VSL), incorporated in 1996, is part of Visa Group.
• The Company is engaged in the manufacturing of Pig Iron Coke Coking Coal Steam
Coal Chrome Concentrated and Iron Ore Fines. Ghotaringa Minerals Ltd is the
subsidiary of VSL.
• Visa Energy Resources Ltd (VERL) was merged with the company with effect from
1st April 2004.
• The company has signed a MOU with the Government of Orissa in December 2003
for setting up an integrated special and stainless steel plant at Kalinganagar Industrial
Complex. It was started by setting up a 250 cbm blast furnace at a capital cost
approximately Rs.960 million with Tata Korf/SMS Demag technology for producing
225000 tpa pig Iron.
• The VISA Group is minerals, metals and energy conglomerate with business interests
in Steel, Power, Cement, International Trading and Urban Infrastructure etc.
• VISA Steel is a leading player in the Indian Special Steel and Ferro Chrome. It has its
Registered office in Bhubaneswar; Corporate office in Kolkata and Branch offices
across India.
• The company has presence in countries like India, China, Australia, Indonesia,
Switzerland and Hong Kong.

 Name of founders and Promoters

• Mr. Vishambar Saran (Chairman and CEO)
He founded the VISA Group in April 1994 and has built it up from scratch to a
significant mineral, metals and energy conglomerate.
• Mr. Vishal Agarwal (Vice Chairman & Managing Director)
During 1997 to 2004, Mr. Agarwal developed the international trading business for
the VISA Group in minerals and metals including Chrome Ore, Iron Ore, Manganese
Ore, Alumina, Ferro Alloys etc. Since 2004, he has built VISA Steel from scratch and
transformed the Company into a leading player in Special Steel, Ferro Chrome and
Coke business.

 Vision statements
Create long term Shareholder value through value addition of natural resources.

 Mission and value statements

Mission statements
• Integrate across value chain
• Leadership in business segment
• Maximize shareholder value
• Build partnerships with customers and suppliers
• Family of capable, motivated and happy employees
 Value statements
Our values are the foundation of our character and culture as an organisation
• Transparency - We are transparent and honest in our profession to all our
stakeholders
• Team Work - We work together as a team to benefit from our complementary
strengths
• Passion - We are passionately committed to delivering excellence in performance
• Attitude - We demonstrate ownership in our attitude to create sustainable value for
shareholders
• Governance - We are committed to best standards of safety, corporate social
responsibility and corporate governance.

 Organisation Structure

 Chairman and CEO of the company: Mr vishambhar Saran.

 Vice Chairman & MD, Deputy CEO: Mr Vishal Agarwal
During 1997 to 2004, Mr. Agarwal developed the international trading business for
the VISA Group in minerals and metals including Chrome Ore, Iron Ore, Manganese
Ore, Alumina, Ferro Alloys etc.
 Director: Manoj Kumar
He is currently responsible for Company’s projects at Kalinganagar.
 Chief Financial Officer: Kumar Singhal
Mr. Singhal is a Chartered Accountant with working experience of over 23 years and
has been with VISA Group since July 2006.

 Controlling System
 Company has adequate system of internal control procedures commensurate with its
size and the nature of business. The internal control systems of the Company are
monitored and evaluated by the Internal Auditors and their audit reports are
periodically reviewed by the Audit Committee of the Board of Directors of the
Company.
 Company manages and monitors the various risks and uncertainties that can have
adverse impact on the Company’s business. Company is giving major thrust in
developing and strengthening its internal audit so that risk threat can be mitigated.
Significant audit observations and recommendations along with corrective actions
thereon are presented to the Audit Committee for their inputs and suggestions.
 The Audit Committee through Internal Auditor regularly reviews the system for cost
control, financial controls, accounting controls, etc. to assess the adequacy and
effectiveness of the internal control systems. Such controls have been tested during
the year and no reportable material weakness in the design or operation was observed.

 Swot Analysis
 Strengths
- Success of new product mix - Visa Steel Ltd provides exhaustive product mix
options to its customers. It helps the company in catering to various customer’s
segments in the Iron & Steel industry.
- Visa Steel Ltd extensive product offerings have helped the company to penetrate
different customer segments in Iron & Steel segment. It has also helped the
organization to diversify revenue streams.
- High margins compare to Iron & Steel industry's competitors - Even though
Visa Steel Ltd is facing downward pressure on profitability, compare to competitors it
is still ranking in higher profit margins.
 - Track record of innovation - Even though most players in the Basic Materials
strive to innovate, Visa Steel Ltd has successful record at consumer driven innovation.
- Strong brand recognition - Visa Steel Ltd products have strong brand recognition
in the Iron & Steel industry. This has enabled the company to charge a premium
compare to its competitors in Iron & Steel industry.
 Weaknesses
- High turnover of employees at the lower levels is also a concern for the Visa Steel
Ltd. It can lead to higher salaries to maintain the talent within the firm.
- High cost of replacing existing experts within the Visa Steel Ltd. Few employees
are responsible for the Visa Steel Ltd.’s knowledge base and replacing them will be
extremely difficult in the present conditions.
- Business Model of Visa Steel Ltd can be easily imitated by the competitors in the
industry name industry. To overcome these challenges company name needs to build
a platform model that can integrate suppliers, vendors and end users.
- Loyalty among suppliers is low - Given the history of Visa Steel Ltd coming up
with new innovations to drive down prices in the supply chain.
 Opportunities
- Opportunities in Online Space - Increasing adoption of online services by
customers will also enable Visa Steel Ltd to provide new offerings to the customers in
Iron & Steel industry.
- Increasing government regulations are making it difficult for un-organized players
to operate in the Iron & Steel industry. This can provide Visa Steel Ltd an opportunity
to increase the customer base.
 - Trend of customers migrating to higher end products - It represents great
opportunity for Visa Steel Ltd, as the firm has strong brand recognition in the
premium segment, customers have experience with excellent customer services
provided by Visa Steel Ltd brands in the lower segment. It can be a win-win for the
company and provides an opportunity to increase the profitability.
 - Customer preferences are fast changing - Driven by rising disposable incomes,
easy access to information, and fast adoption of technological products, customers
today are more willing to experiment / try new products in the market. Visa Steel Ltd
has to carefully monitor not only wider trends within the Iron & Steel industry but
also in the wider Basic Materials sector.
 - Rapid Expansion of Economy As the US economy is improving faster than any
other developed economy, it will provide Visa Steel Ltd an opportunity to expand into
the US market. Visa Steel Ltd already have know-how to operate into the competitive
US market.
 Threats
- Trade Relation between US and China can affect Visa Steel Ltd growth plans - This
can lead to full scale trade war which can hamper the potential of Visa Steel Ltd to
expand operations in China.
- Shortage of skilled human resources - Given the high turnover of employees and
increasing dependence on innovative solution, company name can face skilled human
resources challenges in the near future.
- Distrust of institutions and increasing threat of legal actions for Visa Steel Ltd -
As the WTO regulations and laws are difficult to enforce in various markets. Legal
procedures have become expensive and long drawn process. It can lead to less
investment into emerging markets by Visa Steel Ltd thus resulting in slower growth.
- Competitors catching up with the product development - Even though at present
the Visa Steel Ltd is still leader in product innovation in the Iron & Steel segment. It
is facing stiff challenges from international and local competitors.
- Commoditization of the product segment - The biggest challenge for Visa Steel
Ltd and other players in the industry is the increasing commoditization of the products
in Basic Materials industry.
 Human Resource Development /Personal Department
Recruitment and selection process
• VISA Steel has a recruitment policy focused on recruiting the right quality, at the
right time, for the right position. Recruitment is done at all levels depending upon the
requirement and vacancy, which is approved by the Managing Director.
• They recruit Management Trainees, Graduate Engineer Trainees and Diploma
Engineer Trainees through campus interviews at engineering and management
schools across India. Mid-career recruitment is done through advertisement,
consultants and also through direct applications and contacts. The persons recruited
can be appointed at any of our locations across Corporate Office or Registered Office
or Plants depending upon the requirement of the organisation and the aptitude of the
concerned individual.
• Employees can be transferred from one location to another within VISA Steel and
also from one company to another company of the VISA Group depending on
exigency of work and business need.

 Number of employees
• The total number of employees in the Company, including those inducted as trainees
in the Company, as on 31 March 2021 was 386.

 Training methodology/Approach
• Training & Development of employees is of immense importance; hence we give
prime focus to this important aspect of Human Resource Development.
• Training to employees is given on a need-based basis, which may be according to the
need of the individual and / or the need of the organisation. Training Need
Assessment is also done at the time of appraisal.
• We have a system of in-house training where internal trainers impart training to the
employees at regular intervals. For external trainings, employees are either sent for
outside programmes or external faculties are invited to conduct training programmes
 at the Company premises. Both types of training programmes are useful in
development of our employees.

 Employee safety mechanism

The Company endeavours to be one of the most respected enterprises across the world in
terms of providing a safe work place to its employees, contractors and other stakeholders.
The management is making every possible effort to ensure that its employees and contractors
adopt, practice and enjoy world class health and safety standards. Company assign high
importance to health & safety as an essential component in every sphere of our activities, in
order to
• Give highest priority to safety in selection of plants & equipment’s, erection and
commissioning.
• Provide and maintain plant and equipment and systems of work that are safe and
without risks to health.
• Develop operating manuals for each process, with safety provisions duly highlighted
and to make arrangements for ensuring safety and absence of risks to health in
connection with the use, handling, storage and transport of goods, materials and
substances.
• Provide such information, instruction and supervision as is necessary to ensure the
health and safety related laws, rules, and procedures applicable to us.
• Identify and eliminate risk related process by carrying out safety audits and to give
priority to occupational health of our employees.
• Ensure, prepare and update on site emergency plan and organize mock drills to keep
the concerned personnel in preparedness.
• Provide and maintain a working environment for employees that is safe and without
risks to health and is adequate as regards to facilities and arrangements for their
welfare.

 Specific HR policies
• Retention Strategy: With the pace of growth of our Company, high calibre
professionals are willing to associate themselves with our Company. We aim to retain
high-performing employees through attractive compensation, benefits and working
 environment. The rules and policies of our Company are transparent to prevent
disparity. Performers and fast track employees are rewarded to set examples for
others.

 Performance appraisal process

• The Company has in place a Remuneration Policy adopted in terms of the provisions
of the Companies Act, 2013. The Board of Directors carried out an annual evaluation
of its own performance and that of its Committees and individual Directors including
the criteria of independence of the Independent Directors, in line with the Policy,
requirements of the Companies Act, 2013 and SEBI (LODR). The Remuneration
Policy of the Company forms part of the Board’s Report.
• The Nomination and Remuneration Committee also reviewed the performance of the
individual Directors. A separate Meeting of the Independent Directors of the
Company was also held, wherein, the
• Independent Directors evaluated the performance of the Board as a whole and non -
Independent Directors of the Company.

 Wages & Salary administration

• In terms of the requirement of Section 178 of the Companies Act, 2013, on the
recommendation of the Nomination and Remuneration Committee, the Board has
approved the Nomination and Remuneration Policy (hereinafter referred as “Policy’)
of the Company.
The salient features of the policy are as below:
• to lay down criteria for identifying persons who are qualified to become Directors and
who may be appointed in Senior Management or as KMP of the Company.
• to lay down the terms and conditions in relation to the appointment of Directors,
Senior Management Personnel or KMP and recommend to the Board, the appointment
and removal of Directors, Senior Management Personnel or KMP;
• to lay down criteria to carry out evaluation of every Director’s performance;
• to formulate criteria for determining qualifications, positive attributes and
Independence Director;
• to determine the composition and level of remuneration, including reward linked with
the performance, which is reasonable and sufficient to attract, retain and motivate
 Directors, KMP (s), Senior Management Personnel and other Employees to work
towards the long term growth and success of the Company;
• to devise a policy on the diversity of the Board;
• to assist the Board with developing a succession plan for the Board.

 Grievances handling procedure

• The Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting highest standards of professionalism, honesty,
integrity and ethical behaviour. Towards this end, the Company has adopted the Code
of Conduct, which lays down the principles and standards that should govern the
actions of the Company and its employees.
• Any actual or potential violation of the Code, howsoever insignificant or perceived as
such, would be a matter of serious concern for the Company. The Company is
committed to developing a culture where it is safe for all employees to raise concerns
about any poor or unacceptable practice and any event of misconduct.
• Effective 1 October 2014, in terms of Regulation 22 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the
“Listing Regulations”) between listed companies and the Stock Exchanges, inter alia,
provides for a mandatory requirement for all listed companies to establish a
mechanism for Directors, Employees and stakeholders to report concerns about
unethical behaviour, actual or suspected, fraud or violation of the Company’s Code of
Conduct. In compliance of the above requirements, the Company has formulated this
Whistle Blower Policy/ Vigil Mechanism in order to provide a framework for
responsible and secure whistle blowing mechanism.
• Following are the steps involved in whistle blowing mechanism.
• ELIGIBILITY
All Directors, Employees and stakeholders of the Company are eligible to make Protected
Disclosures under this Policy in relation to matters concerning the Company.
• PROCEDURE
Disclosure of Alleged Wrongful Conduct under this Policy should be made by the
Whistle Blower in writing (typed or written in a legible handwriting) and should either be
in English, Hindi or the regional language of the place of employment of the Whistle
Blower.
• INVESTIGATION
All Protected Disclosures under this Policy will be recorded and thoroughly investigated.
The Vigilance Officer shall be responsible for the Investigation of Protected Disclosures
made to him and the Chairman of the Audit Committee shall be responsible for the
Investigation of the Protected Disclosures made to him.

• DECISION AND REPORTING

If an investigation leads to a conclusion that an improper or unethical act has been
committed, the Chairman of the Audit Committee shall recommend to the Board of
Directors of the Company to take such Disciplinary or Action as it may deem fit.
• CONFIDENTIALITY
The Whistle Blower, the Subject, the Vigilance Officer and everyone involved in the
process shall:
 maintain complete confidentiality/ secrecy of the matter.
 not discuss the matter in any informal/social gatherings/ meetings.
• PROTECTION
No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having
reported a Protected Disclosure under this Policy. Adequate safeguards against
victimisation of Whistle Blower shall be provided. The Company will take steps to
minimize difficulties, which the Whistle Blower may experience as a result of making the
Protected Disclosure.
• ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE
The Whistle Blower shall have right to access Chairman of the Audit Committee directly
in exceptional cases and the Chairman of the Audit Committee is authorized to issue
suitable directions in this regard.
• COMMUNICATION
Directors, Employees and stakeholders shall be informed of this Policy by publishing on
the notice board and the website of the Company. It is the responsibility of all Directors,
Employees and stakeholders to keep themselves informed and updated on this Policy at
all times.
• RETENTION OF DOCUMENTS
 All Protected Disclosures and the results of Investigation (including documents that are
incidental or ancillary to the Protected Disclosures or results of Investigation) shall be
retained by the Company for such period as may be required under applicable laws.
• AMENDMENT
The Company reserves its right to amend or modify this Policy in whole or in part, at any
time without assigning any reason whatsoever. The Audit Committee will also review this
Policy and suggest amendments to make it responsive and relevant to the changing times.

 Industrial Relation Practices

The Company has formulated a detailed Code of Conduct in order to practice ethical
behaviour and sound conduct to establish the principles that guide our daily actions. Ethical
conduct is the cornerstone of how your Company does business. Your Company is committed
to creating a healthy work environment that enables employees to work without fear of
prejudice, gender bias, sexual harassment and all forms of intimidation or exploitation. It is
committed to provide a work environment that ensures every employee is treated with dignity
and respect.
This Code of Conduct (hereinafter “Code”) is provided for guidance and contains general
information about VISA Steel and how it operates. This Code is designed to provide its
employees and its agents and consultants with uniform knowledge of VISA Steel’s policies
and to ensure equitable and consistent application of those policies. It is the responsibility of
each employee to comply with the standards set out in the Code and for each functional head,
manager and supervisor to administer those policies consistently and impartially and in
accordance with applicable laws.
VISA Steel Code of Conduct
• Provision of Equal Opportunities
The recruitment, training, hiring, compensation, promotion, terminating practices of
VISA Steel shall be completely based on an individual’s qualifications and ability to
perform the job. VISA Steel is committed at maintaining a diverse workforce and
ensures that no employee is discriminated against on grounds of race, caste, religion,
colour, ancestry, marital status, sex, age, nationality, disability and veteran status.
Employees of VISA Steel shall be treated with dignity and in accordance with VISA
 Steel’s policy to maintain a work environment free of sexual harassment, whether
physical, verbal or psychological.
• Sexual Harassment
VISA Steel shall maintain a positive environment at the workplace in which
individuals can work in an atmosphere free from coercion and intimidation. Sexual
harassment is destructive of such environment and will not be tolerated by VISA
Steel. All VISA Steel policies and practices should be administered in a manner
consistent with applicable laws concerning sexual harassment in the workplace. All
allegations of sexual harassment will be taken seriously by VISA Steel. Sexual
harassment at work place should include “unwelcome” acts or behavior (whether
directly or by implication): (i) physical contact and advances; (ii) demand or request
for sexual favours; (iii) making sexually coloured remarks; (iv) showing pornography;
and (v) any other unwelcome physical, verbal or non-verbal conduct of a sexual
nature. Employees who engage in sexual harassment may be subject to potential
criminal liability as well as strict disciplinary action, up to, and including termination
of employment.
• Prohibition of Bribes, Gifts & Donations
VISA Steel strives to do business through proper means and actions. Therefore, we
must avoid any behaviour that could be perceived as a form of bribery or corruption.
VISA Steel and its employees shall neither receive nor offer or make, directly or
indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits
that are intended to, or perceived to obtain business or uncompetitive favours for the
conduct of their business. No employee of VISA Steel should accept gifts, meals,
entertainment or any other favour from customers or suppliers which might
compromise, or could be interpreted to compromise, the ability of such employee to
make decisions in the best interests of the Company. VISA Steel shall offer full
cooperation to governmental authorities in an effort to eliminate all forms of bribery,
fraud and corruption.
• Promoting a healthy, safe and sustainable environment
VISA Steel places highest value on the safety and well-being of its employees, as well
the safety and well-being of the communities within which it operates. Each of us has
a responsibility of maintaining a safe and healthy working environment, avoiding the
wasteful use of natural resources. VISA Steel should comply with all applicable
 health, workplace, and environmental laws, including those related to workplace
safety and the emission of pollutants into the environment, water, and air.
• Ensuring Data Privacy and Security
VISA Steel maintains sensitive data and other information which is valuable to the
functioning of its business. It is imperative that such information does not end up in
the wrong hands. Thus, only employees who have a need to use confidential data or
sensitive information will have access to it. Whenever VISA Steel receives a request
to disclose potentially sensitive or confidential information such disclosure must be
both appropriate and legally necessary.
• Ethical conduct
VISA Steel is committed to upholding the highest legal and ethical standards,
regardless of when and where the business is conducted. This Code lays down the
basic guidelines which assist the employees and Directors to make good business
decisions on behalf of the Company. The employees and Directors must conduct
themselves in a manner that is fair and transparent and be perceived to be so by third
parties. Every employee of VISA Steel shall preserve the human rights of every
individual and the community, and shall strive to honour commitments.
 Brief Information
Finance Department

 Your Company has been under financial stress since 2011-12 due to various external
factors beyond the control of your Company and its management. Despite the debt
restructuring dated 27 September 2012 and 31 December 2014 the lenders have not
disbursed sanctioned facilities for operations and adjusted the same with interest
resulting in complete depletion of working capital and it now appears that the whole
exercise of purported restructuring was mere ever greening of debt without even
considering its adverse effect on the Company’s operations. It is expected that the
overall financial health of the Company would improve after debt resolution and
improvement in availability of working capital, for which the Company plans to raise
funds by inducting Investor.
 Meanwhile, banks including Vijaya Bank (since merged with Bank of Baroda),
SIDBI, Bank of Baroda, Dena Bank (since merged with Bank of Baroda), Indian
Overseas Bank, Central Bank of India, UCO Bank and State Bank of Travancore
(since merged with State Bank of India) have already implemented Resolution
through sale of debt to RCs. Other Banks are also in various stages of implementing
Resolution through sale of debt to ARCs
Production/Operations Department
 Company achieved sales quantity of 66,720 MT of Ferro Chrome in FY 2020-21
compared to 54,278 MT in FY 2019-20. The Company has been taking support of
operational creditors including related parties to continue Plant operations under
conversion arrangement without which such operation as a going concern would
become impossible.