Your Directors are pleased to present the 28th Annual Report and the Company's auditedaccounts for the financial year ended 31st March 2016.
The Company's financial performance for the year ended 31st March 2016 is summarizedbelow:
(RS in Lacs)
| ||Financial Year Ended |
|Particulars ||Standalone ||Consolidated |
| ||31-03-2016 ||31-03-2015 ||31-03-2016 ||31-03-2015 |
|Total Income ||84470.59 ||88166.37 ||84473.57 ||88167.54 |
|Profit/(Loss) Before Interest Depreciation & Tax (PBIDT) ||8876.07 ||14229.37 ||8870.25 ||14222.80 |
|Finance Charges ||3151.37 ||3539.77 ||3151.37 ||3540.24 |
|Depreciation ||2225.95 ||2106.38 ||2225.95 ||2106.38 |
|Exceptional Items ||- ||4367.31 ||- ||4367.31 |
|Provision for Income Tax (Including for earlier years) ||1629.66 ||1291.83 ||1629.66 ||1291.83 |
|Share of Loss of Associate Company ||- ||- ||0.20 ||0.13 |
|Net Profit After Tax ||1869.09 ||2924.09 ||1863.08 ||2916.92 |
|Profit brought forward from Previous Years ||23873.02 ||22506.20 ||23832.71 ||22473.08 |
|Profit Carried to Balance Sheet ||25204.54 ||23873.02 ||25158.36 ||23832.71 |
STATE OF AFFAIRS OF YOUR COMPANY
Despite the economy gaining momentum in 2015-16 the ferro alloy industry scenario inIndia as well as globally continued to remain subdued during the year under review. Thesubdued performance of the steel sector adversely impacted your Company's performanceresulting in decline in revenues and profits.
Your Company's total income declined by 4.19% from RS 88166.37 lacs in 2014-15 to RS84470.59 lacs in 2015-16. PBIDT decreased by 37.62% from RS 14229.37 lacs in 2014-15 toRS 8876.07 lacs in 2015-16. The Profit for the Year declined by 36.08% from RS 2924.09lacs in 2014-15 to RS 1869.09 lacs in 2015-16 .Consequently the earnings per share stoodat RS 2.50 (basic) and RS 2.50 (diluted) for 2015-16 against RS 4.14 (basic) and RS 4.14(diluted) for 2014-15.
Despite lower profits the Board of Directors have recommended a 12% dividend on equityshares (Re. 0.60 per equity share face value of RS 5/- each) subject to the approval ofShareholders at the ensuing Annual General Meeting.
TRANSFER TO RESERVES
The Company proposes to transfer an amount of RS 46.73 lacs to the General Reserves.
The paid up Equity Share Capital as on 31st March 2016 was RS 3944.52 lacs. TheCommittee for Preferential Issue of Warrants has allotted 8000000 (Eighty Lacs) EquityShares to Jaltarang Vanijya Pvt. Ltd. being a Promoter Group Company on preferentialbasis at RS 5/- each at a premium of RS 12/- each on 31 March 2016 pursuant to conversionof equivalent number of Warrants.
Fiscal 2015-16 was an important milestone in your Company's journey as we registeredour highest ferro-alloy production at 122626.53 MT against 111475 MT in 2014-15 a 10%increase.
Besides the untiring efforts of the team in successfully implementing various projects(using the TPM Six Sigma Lean and BAL Q1 techniques) which also contributed immensely inimproving productivity and optimizing operational costs.
The mine team also raised their performance benchmarks to meet with the additionalinput demand from the manufacturing unit.
In keeping with its commitment in saving the environment your Company undertook anumber of green initiatives:
In-plant initiatives for reducing energy and fuel consumption.
Sale of 253821 MT of slag which facilitated in conserving granite stoneotherwise used in construction activities.
Your Company exported 88537.50 MT valued at RS 61186.12 Lacs in 2015-16 against79897 MT valued at RS 62537.80 Lacs during 2014-15. Exports constituted 73.04% of yourCompany's turnover in 2015-16.
BUSINESS EXCELLENCE DRIVE
During the year your Company took decisive steps in its business excellence journey.It institutionalized four key business excellence tools namely TPM Lean Management SixSigma and BAL Q1 Quality Management System. For this extensive in-class and shop-floortraining was imparted to the entire team on their organizational relevance and accurateimplementation.
The team's efforts in implementing these global techniques yielded heartening results.Productivity and product quality improved asset utilization improved while wastagesdeclined. Besides disciplined preventive maintenance facilitated in improving equipmenthealth. In 2015 the Company received the OHSAS 18001:2007 certification on OccupationalHealth & Safety Management System.
In its endeavour to emerge as a global conglomerate your Company initiated theimplementation of a comprehensive Business Excellence initiative based on theglobally-accepted Malcolm Baldrige Quality Framework. The Company also initiatedIntegrated Management System (IMS) which integrates all business process across the valuechain in addition to integrating the process involved in Management Initiatives and allforms of ISO Management System.
Worldwide crude stainless steel production in 2015 totalled just over 41.5 milliontonnes. This represents a decrease of 0.3% compared with the peak figure achieved in theprevious year. MEPS predicts that global output will grow by around 1.1% in 2016 toreach a new all-time high mark of 42 million tonnes.
Outturn fell slightly year-on-year in most of the established stainless steel makingcountries and regions. Output in the developing nations continued to expand. It isforecast that production will recover to return increased tonnages in 2016 in all areasexcept China.
Going forward your Company plans to implement a volume-drive and value-led growthstrategy.
Volume-driven growth: Your Company is analyzing ways of increasing the operatingcapacity through capacity balancing process optimization and marginal capital investment- this should increase the operating capacity to 145000 MT.
In addition your Company has acquired Ferro Chrome business of Jabamayee Ferro AlloysLimited as a going concern on a slump sale basis. Further Business Transfer Agreement(BTA) executed with Rohit Ferro Tech Limited for acquisition of its ferro alloys plant atKalinganagar Industrial Complex Dubri - 755 026 in Dist. Jajpur Odisha as a goingconcern on slump sale basis was having a long stop date of 31st March 2016 which has notbeen further renewed.
Value-led growth: The team is working on increasing the production of value-addedproducts namely low and medium-silicon low-phosphorous medium-carbon and high-chromiumamong others. In addition your Company is focused on maximizing its net realizationthrough accurate market segmentation in the domestic and international markets by sellingdirectly to the end user.
Sustainability: Your Company owns natural resource assets of captive Chromite OreMines located at Sukinda Valley Jajpur Odisha.
The available reserves for open cast mining in the Kaliapani Chromite Mines in Sukindawould continue for next six to seven years. For sustained business operations themanagement is developing underground mining in Kaliapani Chromite Mines of Sukinda.
A reputed international mining consultant "SRK Consulting" had been appointedfor undertaking a detailed analysis for the proposed Underground Mining Project while areputed International Design Institute "China Coal Mine No.3 Construction GroupCorporation Ltd ("CCMC")" had been also engaged for preparation of DetailedDesign and Engineering for this proposed Underground Mining Project. The China NonferrousMetal Industry's Foreign Engineering and Construction Co. Ltd. (NFC) is preparing theProject Feasibility study report for the Underground Mining Project which will facilitatefinancing of this state of art underground project from Chinese Banks.
Your company expects to commence construction activities for the proposed UndergroundMining in a year time. These projects are expected to strengthen productivity andorganizational sustainability over the long-term.
CHANGE IN THE NATURE OF BUSINESS IF ANY
During the year there was no change in the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
SUBSIDIARIES & ASSOCIATES:
MILTON HOLDING LIMITED (MHL)
Milton Holdings Limited (MHL) Mauritius a wholly-owned subsidiary had investedthrough joint venture in Manganese-ore mining projects in Brazil. As at the date ofBalance Sheet the Company has an investment in shares of MHL aggregating in value to USD4.7351 million (Equivalent to RS 2194.83.Lacs).
BALASORE METALS PTE. LIMITED
Balasore Metals Pte.Limited Singapore is a wholly-owned subsidiary of the Company. Asat the date of Balance Sheet the Company has an investment in share of Balasore MetalsPTE. Limited aggregating in value to USD 1.00.
Balasore Energy Limited is an associate of the Company. As at the date of BalanceSheet the Company has an investment in 17000 share of Balasore Energy Limitedaggregating in value to RS 170000.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Section 129(3) of the Companies Act 2013 the Company has prepareda Consolidated Financial Statement of the Company and all its subsidiary and associatecompanies which is forming part of the Annual Report.
The statement in Form AOC-1 containing the salient features of the financial statementof the Company's subsidiaries joint ventures and associates pursuant to first-proviso tosub-section (3) of section 129 of the Companies Act 2013 forms part of this Report as
In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Companywww.balasorealloys.com.
Further as per fourth proviso of the said section audited annual accounts of each ofthe subsidiary companies have also been placed on the website of the Company. Shareholdersinterested in obtaining a copy of the audited annual accounts of the subsidiary companiesmay write to the Company Secretary at the Company's registered office.
The audited financial statements and audit reports of each of the subsidiaries areavailable for inspection at the registered as well as administrative office of the Companyand that of the subsidiaries during office hours between 11.00 A.M. to 1.00 P.M.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loan guarantees or made any investments exceeding sixtyper cent of its paid-up share capital free reserves and securities premium account or onehundred per cent of its free reserves and securities premium account whichever is moreas prescribed in Section 186 of the Companies Act 2013.
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the note no. 12 and 13 of the FinancialStatements of the Company for the year ended 31.03.2016.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year ended March 31 2016 your Company's transactions with allthe Related Parties as defined under the Companies Act 2013 read with Rules framedthereunder were in the 'ordinary course of business' and 'at arm's length basis. YourCompany does not have a material unlisted subsidiary as under Regulation 16(1) (c) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. During the yearunder review your Company did not have any Related Party Transaction which required priorapproval of the Shareholders.
All Related Party Transactions are placed before the Audit Committee for its priorapproval. There has been no materially Significant Related party Transaction during theyear under review having potential conflict with the interest of the Company. Hencedisclosure in Form AOC-2 is not applicable. Further Necessary disclosures required underthe Accounting Standards (AS-18) have been made in the Notes to Financial Statements.
The Company has not invited or accepted deposits from the public covered under Section73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014.
AUDITORS & AUDITORS' REPORT
M/s Chaturvedi & Shah Chartered Accountants (Firm Registration No. 101720W)Statutory Auditors of the Company have been appointed by the members at the last AnnualGeneral Meeting and shall hold office for a period of 4 years from 1 April 2014.
M/s Chaturvedi & Shah have given their consent to act as Auditors if appointed.The Company has received a letter from them to the effect that they satisfy the criteriaprovided in Section 141 of the Companies Act 2013 and that their appointment would bewithin the limits prescribed under Section 141(3)(g) of the Companies Act 2013.
Members are requested to ratify their appointment as the Statutory Auditors of theCompany and to fix their remuneration for the financial year ending 31st March 2017.
A resolution proposing appointment of M/s Chaturvedi & Shah as the StatutoryAuditors of the Company pursuant to Section 139 of the Companies Act 2013 forms a partof the Notice convening the Annual General Meeting.
The Auditors' Report to the shareholders for the year under review does not contain anyqualifications or adverse remarks. The Notes on Financial Statements referred to in theAuditors' Report are self-explanatory and do not call for any further comments.
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (cost recordand audit) Rules 2014 and based on the Audit Committee recommendations the Board ofDirectors at its meeting held on May 30 2016 has approved the re-appointment of M/s.Shome& Banerjee as the Cost Auditors of the Company for the Financial Year 2016-17 toconduct audit of the Cost Records maintained by the Company.
The Cost Audit Report for the Financial Year ended March 31 2015 was filed within thedue date by the Cost Auditor of the Company. The Report of the Cost Auditors for theFinancial Year ended March 31 2016 is under finalization and will be filed with the MCAwithin the prescribed period.
Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Rule 13of 'The Companies (Accounts) Rules 2014' and based on the Audit Committee recommendationsthe Board of Directors of the Company at its meeting held on May 30 2016 has approvedthe appointment of M/s Das & Prasad as the Internal Auditor of the Company for thefinancial year 2016-17 to conduct the internal audit of the Company.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsat its meeting held on May 30 2016 has approved the appointment of M/s MKB &Associates as the Secretarial Auditor of the Company for the financial year 2016-17 toconduct the secretarial audit of the Company.
Further the Secretarial Audit Report covering the financial year ended as on 31stMarch 2016 in Form No. MR-3 given by the company secretary inpractice is annexedherewith as Annexure-2.
The Report does not contain any qualification or adverse remarks.
DIRECTORS & KEY MANAGERIAL PERSONNEL
I. INDEPENDENT DIRECTORS:
(a) APPOINTMENT OF INDEPENDENT DIRECTORS:
At the Annual General Meeting of the Company held on 25 September 2014 the Members ofthe Company appointed Mr. Shantanu Mohapatra (holding DIN 00176836) Mr. Sujit KumarMajumdar (holding DIN 00177344) Mr. Susil Kumar Pal (holding DIN 00268527) Mr. KashiPrasad Khandelwal (holding DIN 00748523) and Mr. Asish Kumar Bhattacharyya (holding DIN00799039) as independent Directors under the Companies Act 2013 for a term up to 31stMarch 2019.
(b) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149 OF THE COMPANIES ACT 2013 AND REGULATION 16 OF SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as laid down in Section 149(6)of the Companies Act 2013 and regulation 16 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
(c) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS
The Independent Directors are familiarised with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. On appointment the Independent Director is issued aLetter of Appointment setting out in detail the terms of appointment dutiesresponsibilities and expected time commitments. Each newly appointed Independent Directoris taken through a formal induction program including the presentation from the ManagingDirector on the Company's manufacturing marketing finance and other important aspects.The Company Secretary briefs the Directors about their legal and regulatoryresponsibilities as a Director. The induction for Independent Directors includeinteractive sessions with Committee Members Business and Functional Heads visit to themanufacturing site etc. On the matters of specialized nature the Company engages outsideexperts/consultants for presentation and discussion with the Board members.
II. NON- INDEPENDENT DIRECTORS
(a) WOMAN DIRECTOR
As per the provisions of Section 149(1) of the Companies Act 2013 and regulation 17 ofSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the Company isrequired to have at least one Woman Director on its Board. The Company complies with theaforesaid requirement as Mrs. Vartika Mittal Goenka (holding DIN: 02451225) has been aDirector of the Company till 29th May 2016.
(b) APPOINTMENT OF DIRECTORS
The Board of Directors of the Company had appointed Mr Janarthanam Govindasamy (holdingDIN: 07356448) as Whole-time Director of the Company designated as Director - Operationsw.e.f. 12th February 2016.
(c) RESIGNATION OF DIRECTORS:
The Board of Directors accepted with deep regret the resignation of Mrs Vartika MittalGoenka w.e.f. 29 May 2016 Mr. Mahesh Trivedi w.e.f. 12 February 2016 and Mr. AnsumanKumar Bhanja from the post of Director-Operations of the Company w.e.f. 14 November2015.
(d) RETIREMENT BY ROTATION:
As per the provisions of Section 152(6)(c ) of the Companies Act 2013 Mr. R K Parakh(DIN: 00459699) retires by rotation and being eligible offers himself forre-appointment. In view of his considerable experience and contribution to the Companyyour Directors recommend his re-appointment.
III. KEY MANAGERIAL PERSONNEL
The Board of Directors at its meeting held on 20 May 2014 pursuant to Section 203(2)of the Companies Act 2013 noted and ratified the appointments terms and conditions ofappointments including remuneration of Mr. Anil Sureka Managing Director Mr. R K ParakhDirector-Finance & Chief Financial Officer and Mr. Trilochan Sharma President &Company Secretary of the Company. The Board of Directors of the Company had also appointedMr Janarthanam Govindasamy (holding DIN: 07356448) as Whole-time Director of the Companydesignated as Director - Operations w.e.f. 12 February 2016.
MEETINGS OF BOARD OF DIRECTORS
During the financial year ended 31 March 2016 Six Board Meetings were held detailsof which are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.
MEETINGS OF INDEPENDENT DIRECTORS
Pursuant to Section 149 Schedule IV of the Companies Act 2013 and regulation 25 ofSEBI (LODR) Regulations 2015 a separate meeting of the Independent Directors was held on26 March 2016. In the meeting the Directors reviewed the performance of Board and itsCommittee as a whole Chairman of the Board Directors Non-Executive Directors andfurther assessed the quality quantity and the timeliness of flow of information betweenthe Management and the Board.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under section197(12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are attached as Annexure-3.
The particulars of employees as required by Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of the employees employed throughout the financial yearand drawing Rs. 60 lacs or more are given in Annexure-4 hereto and forms part ofthis Report.
There was no employee who was employed for part of the financial year requiring suchdisclosure. There was also no employee receiving remuneration during the year is in excessof that drawn by the Managing Director or Whole-time Director and holding by himself oralong with his spouse and dependent children not less than two percent of the equityshares of the company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act 2013with respect to Directors' Responsibility Statement the Directors hereby confirm that:-
(i) in the preparation of the annual accounts for the year ended 31st March 2016 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
(ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the financial year andof the profit of the Company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;and
(iv) the directors have prepared the annual accounts of the Company on a 'goingconcern' basis.
(v) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
(vi) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
MANAGEMENT DISCUSSION AND ANALYSIS
Management's Discussion and Analysis for the year under review as stipulated underRegulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015 is presented in aseparate section forming part of the Annual Report.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out in Regulation 17 of the SEBI(LODR) Regulations 2015. The Report on corporate governance as stipulated in Regulation34 read with Schedule V of the SEBI (LODR) Regulations 2015 forms part of the AnnualReport.
The certificate from M/s. Chaturvedi & Shah Chartered Accountants confirmingcompliance with the conditions of corporate governance as stipulated under the aforesaidunder Regulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015 is attachedto the Report on corporate governance. This Certificate will be forwarded to the StockExchanges along with the Annual Report of the Company.
In accordance with the provisions of Regulation 17 of the SEBI (LODR) Regulations 2015pertaining to corporate governance norms Mr. Anil Sureka Managing Director of theCompany and Mr. R K Parakh CFO of the Company have certified inter-alia about review offinancial statements and establishing & maintaining internal control to the financialreporting for the year ended 31 March 2016. The said certificate forms an integral partof annual report.
Pursuant to the provisions of requirements of Section 149 Schedule IV of the CompaniesAct 2013 and regulation 25 of SEBI (LODR) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance and that of its Committees andindividual Directors. A structured questionnaire was prepared after taking intoconsideration inputs received from the Directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligations and governance.
To determine the criteria of evaluation of the performance of the Independent Directorsas required under the regulation 19 of the SEBI (LODR) Regulations 2015 the Nominationand Remuneration Committee at its meeting established the criteria based on which theBoard will evaluate the performance of the Directors.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on the parameters such as level ofengagement and contribution independence of judgement. The performance evaluation of theIndependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and the Non Independent Directors was carried out by the IndependentDirectors.
The Directors expressed their satisfaction over the evaluation process and resultsthereof.
COMMITTEES OF BOARD
The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming a part of this Annual Report. There has been noinstance where the Board has not accepted the recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition and terms of reference of the Stakeholders Relationship Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The composition and other details of Corporate Social Responsibility (CSR) Committeehas been furnished in the Corporate Governance Report forming a part of this AnnualReport.
POLICIES AND CODES
Your company has formulated a remuneration policy for the Board Members Key ManagerialPersonnel (KMPs) and Senior Management Personnel (SMPs) in terms of the provisions ofsection 178 of the Companies Act 2013 read with the relevant rules there under and theSEBI (LODR) Regulations 2015. The said policy may be referred to at the Company'swebsite at the weblink:http://www.balasorealloys.com/upload/media/Investors/Policy/Remuneration%20Policy%20--%20Final.pdf
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has formed a Whistle Blower Policy / Vigil Mechanism policy as requiredunder Section 177 of the Companies Act 2013 and Regulation 22 of the SEBI (LODR)Regulations 2015. A Vigil (Whistle Blower) mechanism provides a channel to the employeesand Directors to report to the management concerns about unethical behavior actual orsuspected fraud or violation of the Codes of conduct or policy. The mechanism provides foradequate safeguards against victimization of employees and Directors to avail of themechanism and also provide for direct access to the Chairman of the Audit Committee inexceptional cases. The said policy may be referred to at the Company's website at theweblink: http://www.balasorealloys.com/upload/media/code/Whistle%20Blower%20Policy%20-%20Final.pdf
RISK MANAGEMENT POLICY
In order to fulfill the objectives of Risk Management Policy and lay a strongfoundation for the development of an integrated risk management framework the policyoutlines the following guiding principles of Risk Management.
Principles of Risk Management:
1. All business decisions will be made with the prior information and acceptance ofrisk involved.
2. The Risk Management Policy shall provide for the enhancement and protection ofbusiness value from uncertainties and consequent losses.
3. All employees of the company shall be made aware of risks in their respectivedomains and their mitigation measures.
4. The risk mitigation measures adopted by the company shall be effective in thelong-term and to the extent possible be embedded in the business processes of the company.
5. Risk tolerance levels will be regularly reviewed and decided upon depending on thechange in company's strategy
6. The occurrence progress and status of all risks will be promptly reported andappropriate actions be taken thereof.
Risk Management Policy Statement
The policy statement is as given below:
1. To ensure protection of shareholder value through the establishment of an integratedRisk Management Framework for identifying assessing mitigating monitoring evaluatingand reporting of all risks.
2. To provide clear and strong basis for informed decision making at all levels of theorganization.
3. To continually strive towards strengthening the Risk Management System throughcontinuous learning and improvement
POLICY ON PREVENTION OF SEXUAL HARASSMENT
Your Company has adopted the policy against Sexual Harassment of Women at Workplacefor the purpose of preventing prohibiting and redressing sexual harassment of femaleemployees including permanent temporary on training and on contract basis at all theworkplace within the company which are based on fundamental principles of justice andfair play.
Further an Internal Complaints Committee (ICC) has been constituted which shall beresponsible for redressal of complaints related to sexual harassment. The Company has putin place suitable processes and mechanisms to ensure issues of sexual harassment if anyare effectively addressed. During the year no complaints of sexual harassment werereceived.
CORPORATE SOCIAL RESPONSIBILITY POLICY
Balasore Alloys has been at the forefront in extending benefits of the localcommunities in and around its projects. We have always believed in the sustainabledevelopment of the society. We have earned the trust of the local community over the yearsthrough our community services on a regular basis throughout the year.
In compliance with the provisions of Section 135 and Schedule VII of the Companies Act2013 the Corporate Social Responsibility (CSR) Committee of the Board has formulated andrecommended to the Board a CSR Policy for its approval.
This policy which encompasses the company's philosophy for delineating itsresponsibility as a corporate citizen lays down the guidelines and mechanism forundertaking socially useful programmes for welfare & sustainable development of thecommunity at large. The CSR Policy may be accessed on the Company's website at link:http://www.balasorealloys.com/upload/media/CSR/ CSR_Policy_Final.pdf
The Annual Report on CSR for the financial year 2015-16 as required under the Companies(Corporate Social Responsibility) Rules 2014 has been appended as Annexure - 7 tothis Report.
POLICY ON MATERIALITY & DEALING WITH RELATED PARTY TRANSACTIONS
The Company in its meeting held on 20 May 2014 had approved the policy on materialityof and dealing with Related Party Transactions. The policy regulates the transactionsbetween the Company and its Related Parties based on the laws and regulations applicableto the Company and also lays down mechanism for identification approval review andreporting of such transactions.
The policy on materiality of and dealing with Related Party Transactions may beaccessed on the Company's website at link:http://www.balasorealloys.com/upload/media/code/Policy%20on%20Related%20Party%20Transaction.pdf
POLICY ON PRESERVATION AND ARCHIVING OF THE DOCUMENTS
The Company in its meeting held on 14 November 2015 had approved the policy onpreservation and archiving of the documents. The policy ensures safe-keeping of therecords and safeguard of the documents from getting manhandled while at the same timeavoiding superfluous inventory of documents.
POLICY TO DETERMINE THE MATERIAL EVENTS
The Company in its meeting held on 14 November 2015 had approved the Policy todetermine the material events or information. The Policy to determine the material eventsor information provides the guidelines for proper sufficient and timely disclosure of thematerial events or information to the Stock Exchange(s) and / or any other regulatoryauthorities.
CODE OF CONDUCT
The Company's Code of Conduct is based on the principle that business should beconducted in a professional manner with honesty and integrity and thereby enhancing thereputation of the Company. The Code ensures lawful and ethical conduct in all affairs anddealings of the Company.
CODE OF INSIDER TRADING
The Company has devised a framework to avoid Insider Trading and abusive self-dealing.The Code on prevention of Insider Trading which applies to the Board Members and allofficers and employees seeks to prohibit trading in the securities of the Company basedon unpublished price sensitive information. Trading window remains closed so longunpublished price sensitive information is not made public.
EXTRACT OF THE ANNUAL RETURN
Extract of the Annual Return as on the financial year ended 31 March 2016 in Form MGT9 is annexed hereto as Annexure-5 and forms a part of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
Your company is continuing the tradition of excellence in human capital management byadopting all modern tools and techniques of human management. The pragmatic and proactiveapproach of management has contributed in enhancing the job satisfaction of employees. Thecontinuous dialogue sessions with the office bearers of union prompt grievance redressaland implementation of employees' friendly welfare scheme has been institutionalized. Acongenial productive atmosphere has been created through mutual trust and transparencybetween the management and the union. Your company always remains vigilant to capitalizeon talent pool in order to promote performance driven work culture both within andoutside the organization.
AWARD AND RECOGNITION
The Company has received many awards from various organizations in recognition of itsoutstanding performance and contribution to the industry and society. Some of the awardsreceived during the financial year 2015-16 are mentioned below:
1. Second prize in Sedimentation and water management during Mining Environment andMineral Conservation Week 2015-16 Celebrated under aegis on Indian Bureau of MinesBhubaneswar.
2. Award won by the our Kaliapani Sukinda Mines during Annual Mines Safety weekcelebration 2015-16 held under aegis of Directorate General of Mines Safety BhubaneswarRegion.
3. Greentech CSR Award - 2015 in Metal and Mining sector organised by GreentechFoundation for the outstanding performance in the field of its Corporate SocialResponsibility and initiation for Environmental Conservation.
4. Best CSR Award was presented to Balasore Alloys Ltd. for the outstanding CSRactivities at National level Industrial Exhibition "EXPO ODISHA -2016 organised by MSME Development Institute Govt. of India Cuttack MSME Department Govt. Of India.
b. The company awarded as 2 Runner Up in 21 NALCO All Odisha Quality Circle (Kaizen)Convention in the "Meritorious Category" organized by NALCO at Bhubaneswar.
6. Balasore plant is certified with QMS EMS OHSAS & EnMS (ISO 9001 ISO 14001OHSAS 18001 ISO 50001) in the discipline of Quality Environment Occupational Health& Safety and Energy.
7. Company's Sukinda Mine is certified with QMS EMS OHSAS & SA (ISO 9001 ISO14001 OHSAS 18001 & SA 8000) in the discipline of Quality Environment OccupationalHealth & Safety and Social Accountability.
PARTICULARS AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT 2013.
Particulars of conservation of energy technology absorption and foreign exchangeearnings and outgo as required under Section 134(3)(m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 are given in the Annexure-6 hereto andforms part of this Report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 of the Companies Act 2013 relevant amountswhich remained unpaid or unclaimed for a period of seven years shall be transferred by theCompany from time to time on due dates to the Investor Education and Protection Fund.
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to remain as a leading player in the industry.
Your Directors express their sincere appreciation for the continued co-operation andsupport extended to the Company by the Central Government the Government of OdishaGovernment Agencies Regulatory Authorities Stock Exchanges Company's Bankers BusinessAssociates Shareholders and the Community at large.
| || ||For and on behalf of the Board |
| ||Anil Sureka ||Asish K. Bhattacharyya |
|Kolkata ||Managing Director ||Director |
|30th May 2016 ||DIN: 00058228 ||DIN: 00799039 |