Your Directors are pleased to present the 31st Annual Report and the Company's auditedaccounts for the financial year ended 31st March 2019.
The Company's financial performance for the year ended 31st March 2019 is summarizedbelow:
| || |
(Rs. in Lacs)
| || |
Financial Year Ended
|Particulars || |
| ||31-03-2019 ||31-03-2018 ||31-03-2019 ||31-03-2018 |
|Total Income (net of excise duty) ||127016.10 ||127102.44 ||127357.62 ||127102.46 |
|Profit/(Loss) Before Interest Depreciation & Tax (PBIDT) ||8029.13 ||21113.80 ||8070.48 ||17963.73 |
|Finance Charges ||4419.83 ||4615.16 ||4420.03 ||4616.38 |
|Depreciation ||3207.30 ||3031.47 ||3207.30 ||3031.47 |
|Exceptional Items ||3683.58 ||2661.81 ||3683.58 ||2661.81 |
|Provision for Income Tax (Including for earlier years) ||(365.90) ||4249.78 ||(365.90) ||4249.78 |
|Share of Loss of Associate Company ||- ||- ||- ||- |
|Net Profit After Tax (PAT) ||(2915.68) ||6555.58 ||(2874.54) ||3404.31 |
|Other Comprehensive Income ||69.64 ||(20.09) ||69.64 ||(20.09) |
|Total Comprehensive Income For the Year ||(2846.04) ||6535.49 ||(2804.90) ||3384.22 |
|Profit brought forward from Previous Years ||77375.65 ||71255.44 ||77308.22 ||74339.29 |
|Profit Carried to Balance Sheet ||73616.16 ||77375.65 ||73589.87 ||77308.24 |
STATE OF AFFAIRS OF YOUR COMPANY
Your Company's total income decreased by 0.07% from Rs.127102.44 lacs in 2017-18 toRs.127016.10 lacs in 201819. PBIDT decreased by 61.97% from Rs.21113.78 lacs in 2017-18to Rs.8029.13 lacs in 2018- 19. The Profit (PAT) for the Year decreased by 144.48% fromRs.6555.58 lacs in 2017-18 to Rs.(2915.68) lacs in 2018-19. Total Comprehensive Incomefor the year decreased by 143.55% at Rs.(2846.04) Lacs as against Rs.6535.49 Lacs in2017-18. Consequently the earnings per share stood at Rs.(3.05) (basic) and Rs.(3.05)(diluted) for 2018-19 against Rs.7.35 (basic) and Rs.6.70 (diluted) for 2017-18.
Your Board needed to strike a prudent balance between rewarding shareholders andreinvesting business surplus in the business for capitalizing on emerging growthopportunities. Your Board has strategically laid more emphasis on the later consideringthe promising opportunities over the medium-term catalyzed by Government policies.
In spite of the loss incurred by the Company during the financial year ended 31stMarch 2019 the Board of Directors have recommended a 8% dividend on equity shares i.e.Re. 0.40 per equity share of face value of Rs.5/- each subject to the approval of theShareholders at the 31st Annual General Meeting of the Company.
TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve during the financialyear ended on March 31 2019.
The paid-up Equity Share Capital as on 31st March 2019 was Rs.4666.27 lacs. There hasbeen no change in the Authorised or Paid-up Share Capital of the Company during the year.
Fiscal 2018-19 witnessed yet another important milestone in your Company's journey aswe registered our highest ferroalloy production at 147756 MT against 147324 MT in2017-18 a 0.29% increase.
Besides the untiring efforts of the team in successfully implementing various projects(using the TPM Lean Six Sigma and IMS) also contributed immensely in improvingproductivity.
In keeping with its commitment in saving the environment your Company undertookseveral green initiatives:
In-plant initiatives for reducing energy and fuel consumption.
Sale of 156121 MT of slag which facilitated in conserving granite stoneotherwise used in construction activities.
Government of Odisha had granted of mining lease for chromite over a land of 35.60hects in Sukinda Valley Jajpur District for 50 years vide Government proceeding No 298/SM dated 09.01.2017 under Section 10A(2)(c) of the Mines and Minerals (Development andRegulations) (MMDR) Amendment Act 2015 read with Rule 8(2) of Minerals Concession Rules(MCR) 2016 to the company and asked to furnish the performance security in form of BankGuarantee and also to sign the Mines Development and Production Agreement (MDPA) followedby execution of the lease deed and registration thereof on or before 11.01.2017 asrequired under rule 8(4) of the MCR 2016.
For the delay in the execution of the lease under the MMDR Amendment Act 2015 and theRules under the MCR 2016 the company moved Hon'ble Orissa High Court and the Hon'bleOrissa High Court vide its Judgment dated 24.04.2018 has directed State Government toexecute and register the Lease deed within 2 months' time from date of the Judgment.
State Government didn't adhere with the direction of the Hon'ble Orissa High Court.Therefore the Company again approached the Hon'ble High Court and filed a contemptPetition. The same was heard by the Hon'ble High Court on 25.01.2019 and the Courtadmitted the same and issued notices to the opposite parties (State of Orissa & Ors.).
In the meantime on 19.02.2019 the State of Odisha filed SLP in the Supreme Court ofIndia against the judgment/order dated 24.04.2018 passed by the Hon'ble High Court ofOrissa praying for quashing of the order and to stay of the operation of the said order.
On 11.03.2019 the matter was listed before the Hon'ble Chief Justice Bench in theSupreme Court for hearing. After hearing counsels appearing for both sides. The Hon'bleSupreme Court passed the following order:
"Delay condoned. Issue notice. In the meantime the operation of the Impugnedorder passed by the High Court shall remain stayed."
As on the date of this report final hearing is awaited in the Supreme Court of India.
Your Company exported 113605 MT valued at Rs.99895.70 Lacs in 2018-19 against117373 MT valued at Rs.99114.73 Lacs during 2017-18. Exports constituted 78.65 %of your Company's turnover in 2018-19.
BUSINESS EXCELLENCE DRIVE
During the year in its drive to strengthen Business Excellence the company continuedits thrust on the key Business Excellence initiatives namely Malcolm Baldrige BusinessExcellence framework TPM Lean Six Sigma and Integrated Management System throughextensive class room and shop-floor training and facilitation at site by the BusinessExcellence team in order to integrate these with the shop floor operations. The entiresystem adoption of Malcolm Baldrige model was internally driven by Business Excellence(BE') team. To bring synergy and accelerate BE culture across the organization ithas been apprehended that the success of change management underlies in accepting anddriving the BE culture at departmental level.
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. During the financial year your Company continued to have latest certifications ofISO 9001:2015 ISO 14001:2015 ISO 55001:2014 achieved new certifications of ISO27001:2013 and SA8000:2014. The Company is recertified to OHSAS 18001:2007 and ISO50001:2011. Mines also achieved recertification of ISO 9001:2015 ISO 14001:2015 OHSAS18001:2007 and continued to have certification of SA8000:2014. To add to this Sukindaplant also got certified to ISO 9001:2015 ISO 14001:2015 and ISO 45001:2018. With thisthe company has successfully implemented the Integrated Management System (IMS) whichintegrates all business processes across the value chain in addition to integrating theprocess involved in Management Initiatives and all forms of ISO Management System.
In its endeavour to emerge as a global conglomerate your Company initiated theimplementation of a comprehensive Business Excellence initiative based on the globallyrespected Malcolm Baldrige Quality Framework. The Company during the year moved forwardin its journey on Malcolm Baldrige Model by creating the BAL Business Excellence Frameworkwith the objective of building competitive advantage and sustainable business.
Ferrochrome is an essential raw material for stainless steel production for itsanti-corrosion property. Almost 80% of world's ferrochrome production is consumed by thestainless steel sector thus making it the biggest growth driver for this industry.
The global stainless steel production reached 51.35 Mn.T during 2018 consuming 13.07Mn.T of ferrochrome with Asian market being the largest consumer led by China. The Chinesemarket alone consumed about 7.79 Mn.T of ferrochrome during 2018.
Though the market is currently subdued Industry experts project a 4% growth yoy inferrochrome consumption globally.
Volume-driven growth: Your Company is analyzing ways of increasing the operatingcapacity from about 160000 MT through capacity balancing process optimization andmarginal capital investment. This should increase the operating capacity to around180000 MT.
The Company is continuously exploring opportunities for growth and expansionOrganically and Inorganically. Organically the company is undertaking development of itsunderground mining in kaliapani Chromite Mines at Sukinda Odisha.
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 proper market segmentation in the domestic and international markets.
Sustainability: Your Company owns natural resource assets of captive Chromite OreMines located at Sukinda Valley Jajpur Odisha.
In addition to mining through open cast system the company has also planned toexcavate the blocked chrome ore in the open cast benches by Drift & Fill method whichwill be done for the first time in the country. The company is also developing undergroundmining in Kaliapani Chromite Mines of Sukinda.
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 AND JOINT VENTURE COMPANIES: SUBSIDIARIES
As on the date of this report the subsidiary companies are Milton Holding Limited andBalasore Metals Pte. Limited. Balasore Energy Limited is the only associate Company.Further the company does not have any joint venture.
A report on the performance and financial position of each of the Subsidiaries andassociate Company is included in form AOC -1 which forms part of this report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Section 129(3) of the Companies Act 2013 Read with Regulation 34of SEBI (LODR) Regulations 2015 the Company has prepared a Consolidated FinancialStatement of the Company and all its subsidiaries and associate companies which isforming part of this Annual Report.
The Statement in Form AOC-1 containing the salient features of the financial statementof the Company's subsidiaries and associates pursuant to first proviso to sub-section (3)of Section 129 of the Companies Act 2013 forms part of this Report as Annexure-1.
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 Company i.e.www.balasoreallovs.com.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loan guarantees provided or made any investmentsexceeding sixty per cent of its paid-up share capital free reserves and securitiespremium account or one hundred per cent of its free reserves and securities premiumaccount whichever is more as prescribed under Section 186 of the Companies Act 2013read with applicable rules made there under.
During the year under review there is no Loans given the details of Investment madeand the Guarantees provided under the provisions of Section 186 of the Companies Act 2013are given in the note no. 3 & 34 respectively of the Financial Statements of theCompany for the year ended on 31st March 2019.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year ended March 312019 your Company's transactions with all theRelated Parties as defined under the Companies Act 2013 read with rules framed thereunder were in the ordinary course of business and at arm's length basis. Your Company doesnot have a material unlisted subsidiary as stipulated 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 (RPT') are placed before the Audit Committee forits prior approval. There has been no materially Significant Related party Transactionduring the year under review having potential conflict with the interest of the Company.Hence disclosure in Form AOC-2 is not applicable. Further necessary disclosures requiredunder the Indian Accounting Standard (Ind AS - 24) have been made in the Notes formingpart of Financial Statements of this Annual Report.
The Company has not invited or accepted any deposits from the public as stipulatedunder Section 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits)Rules 2014.
AUDITORS & AUDITORS' REPORT
Pursuant to provision of Sections 139 and 142 and other applicable provisions if anyof the Act and Rules made thereunder and based on the recommendations of the AuditCommittee and Board M/s. Chaturvedi & Shah LLP Chartered Accountants (FirmRegistration No. 101720W/W100355) Statutory Auditors of the Company have beenre-appointed by the members at the 30th Annual General Meeting held on 28thSeptember 2018 for the second term of five years to hold office from the conclusion of30th AGM until the conclusion of the 35th AGM of the Company on suchremunerations as shall be fixed by the Board of Directors from time to time inconsultation with the Auditors.
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 recommendations of the Audit Committee the Boardof Directors at its meeting held on May 30 2019 has approved the re-appointment of M/s.Shome & Banerjee (Firm Registration Number 000001) as the Cost Auditors of the Companyfor the Financial Year 2019-20 to conduct audit of the Cost Records maintained by theCompany. As required under the Companies Act 2013 a resolution seeking approval for theremuneration payable to the Cost Auditors forms part of the Notice convening the ensuringAnnual General Meeting of the Company.
The Cost Audit Report for the Financial Year ended on March 312018 was filed withCentral Government in specified forms within the due date by the Cost Auditors of theCompany. The Report of the Cost Auditors for the Financial Year ended on March 312019 isunder finalization and will be filed with the MCA within 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 recommendations of the AuditCommittee the Board of Directors of the Company at its meeting held on May 30 2019 hasapproved the appointment of M/s Das & Prasad Chartered Accountants (FirmRegistration Number 303054E) as the Internal Auditor of the Company for the financial year2019-20 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 and based on therecommendations of the Audit Committee the Board of Directors at its meeting held on May30 2019 has approved the appointment of M/s MKB & Associates Company Secretariesas the Secretarial Auditor of the Company for conducting the Secretarial Audit of theCompany for the financial year 2019-20.
The report of M/s. MKB & Associates Secretarial Auditor of the Company for thefinancial year ended on 31st March 2019 is annexed to this Report as Annexure- 2.The Secretarial Audit Report contains the following qualification as:
"out of the entire shareholding of the Promoters 4660 equity shares(0.005% of the total share capital of the Company) are not held in dematerialized form asrequired under Regulation 31(2) of the Listing Regulations 2015."
The shareholders may kindly note that 4660 Shares of the Promoters are lying ascollateral securities with Bank. The same shall be dematerialized in due course inconsultation with the Bank.
"the Company had not complied with the provisions of Section 123(4) inrespect of dividend relating to Financial Year 2017-18. There has also been delay intransfer of funds and payment of dividend to the promoter shareholders."
The shareholders may kindly note that in view of ongoing proceedings by theEnforcement Directorate in the Promoter companies the payment of Dividend to the Promotershareholders was withheld and was paid after obtaining appropriate expert advice in thematter.
"during the financial year ended 31st March 2019 the company has notappointed a Women Director upon resignation of Ms. Mita Jha with effect from 24.04.2018thus violating provisions of Section 149(1) of Companies Act 2013 and Regulation 17(1) ofExchange Board of India (Listing Obligations and Disclosure Requirements)Regulations2015."
The shareholders may kindly note that the vacancy of a Women Director occurred due toresignation of Ms. Mita Jha. After her resignation the process of identifying a suitablecandidate was sincerely initiated by the Nomination & Remuneration Committee.Subsequently Mrs. Rupanjana De was appointed as a Director under the category -Independent Woman Director w.e.f. 3rd April 2019.
No fraud has been detected during the year by any of the auditors of the Company.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
(a) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (7) 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. The Independent Directors have complied with the Code forIndependent Directors prescribed in Schedule IV to the Act and Code of Conduct forDirectors and Senior Management Personnel.
(b) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS
The Independent Directors are familiarized 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. The Details offamiliarisation Programme imparted by the Company to its Independent directors isdisplayed at its website i.e. www.balasoreallovs.com
(c) 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. Ms Mita Jha has been a Directorof the Company till 24th April 2018.
Thereafter Mrs. Rupanjana De was appointed as an Independent Woman Director of theCompany w.e.f. 03rd April 2019.
(d) APPOINTMENT OF DIRECTORS:
Based on the recommendation of Nomination and Remuneration Committee and AuditCommittee the Board of Directors in its Meeting held on 11th August 2018appointed Mr. Nikunj Pansari as Director Finance & CFO of the Company. Further basedon the recommendation of Nomination and Remuneration Committee Mrs. Rupanjana De wasappointed as an Independent Woman Director of the Company w.e.f. 03rd April2019. Thereafter based on the recommendation of Nomination and Remuneration Committee andAudit Committee Mr. Akula Nagendra Kumar was appointed as Whole-time Director designatedas Executive-Director of the Company w.e.f. 30th May 2019.
(e) RESIGNATION OF DIRECTORS:
During the year under review Ms. Mita Jha resigned from the office of ExecutiveDirector - HR w.e.f. 24th April 2018 Dr. Samuel O. Nwabuokei resigned fromthe office of Director w.e.f. 12th September 2018 and Mr. Nikunj Pansariresigned from the post of Director-Finance & CFO w.e.f. 25th July 2018who was again appointed as Director-Finance & CFO w.e.f. 11th August 2018.The Board placed on record its sincere appreciation for the valuable guidance andcontribution made by Ms. Mita Jha in the deliberation of the Board during her tenure asDirector on the Board of the Company.
(f) RETIREMENT BY ROTATION:
As per the provisions of Section 152(6)(c) of the Companies Act 2013 Mr. Anil Sureka(DIN: 00058228) 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.
Resume and other information in respect of the Directors seekingappointment/re-appointment as required under Regulation 36 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Secretarial Standard-2 onGeneral Meetings duly issued by The Institute of Company Secretaries of India' hasbeen given in the Notice convening the ensuring Annual General Meeting. The Board ofDirectors recommends the above appointment(s)/re-appointment(s).
II. KEY MANAGERIAL PERSONNEL
As on the date of this report Mr. Anil Sureka Managing Director Mr. Dhiren K. NathDirector-Operations Mr. Nikunj Pansari Director Finance & CFO Mr. Akula NagendraKumar Executive-Director and Mr. Trilochan Sharma President & Company Secretary ofthe Company are the Key Managerial Personnel of the Company pursuant to Section 203(2) ofthe Companies Act 2013.
MEETINGS OF BOARD OF DIRECTORS
During the financial year ended on 31st March 2019 Five Board Meetings were held thedetail of the meetings and the number of meetings attended by each director of the Companyare separately given in the Corporate Governance Report. The intervening gap between thetwo Board Meetings was within the period as prescribed under the Companies Act 2013 andSEBI (LODR) Regulations 2015.
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 of theCompany for the financial year 2018-19 was held on Thursday 14th February2019. In this meeting the Directors evaluated the performance of Board and its Committeeas a whole Directors Non-Executive Directors and further assessed the quality quantityand the timeliness of flow of information between the Management and the Board.
Further based on the Board Evaluation Report duly prepared by Dr. Asish K.Bhattacharyya Chairman of Audit Committee and Nomination and Remuneration Committee theBoard advised the management to take corrective actions in order to access the qualityquantity and the timeliness of flow of information between the Management and the Board.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under section197(12) of the Companies Act 2013 read 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 under Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 (including any statutory modifications or re-enactments for thetime being in force) in respect of the Top 10 Employees (in terms of remunerationdrawn) including Employees employed throughout the financial year under review and inreceipt of remuneration aggregating not less than Rs.10200000 per annum as given in Annexure-4'hereto and forms part of this 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 2019 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 as 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 an integral part ofthis Annual Report.
The Certificate received from M/s. Chaturvedi & Shah LLP Chartered AccountantsStatutory Auditor of the Company confirming compliance with the conditions of corporategovernance as stipulated in Regulation 34 read with Schedule V of the SEBI (LODR)Regulations 2015 is attached to the Report on corporate governance. This Certificatewill be forwarded to the Stock Exchanges along with the Annual Report of the Company.
Pursuant to Regulation 17 of the SEBI (LODR) Regulations 2015 pertaining to corporategovernance norms Mr. Anil Sureka Managing Director of the Company and Mr. NikunjPansari Director-Finance & CFO of the Company have certified inter-alia about reviewof financial statements and establishing & maintaining internal control to thefinancial reporting for the year ended on 31st March 2019. The saidcertificate forms an integral part of 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 Directorswho were evaluated on the parameters such as level of engagement and contributionindependence of judgement. The performance evaluation of the Independent Directors wascarried out by the entire Board. The performance evaluation of the Non-IndependentDirectors was carried out by the Independent Directors.
The Directors expressed their satisfaction over the evaluation process and resultsthereof.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).
COMMITTEES OF BOARD
The composition terms of reference details of the meeting held during the year andthe number of meeting attended by each member of the Audit Committee has been furnished inthe Corporate 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 terms of reference details of the meeting held during the year andthe number of meeting attended by each member of the Nomination and Remuneration Committeehas been furnished in the Corporate Governance Report forming a part of this AnnualReport.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition terms of reference details of the meeting held during the year andthe number of meeting attended by each member of the Stakeholders Relationship Committeehas been furnished in the Corporate Governance Report forming a part of this AnnualReport.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The composition and terms of reference details of the meeting held during the year andthe number of meeting attended by each of the Corporate Social Responsibility (CSR)Committee has been furnished in the Corporate Governance Report forming a part of thisAnnual Report.
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:
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has formed a Whistle Blower Policy/Vigil Mechanism policy as required underSection 177 of the Companies Act 2013 and Regulation 22 of the SEBI (LODR) Regulations2015. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directorsto report to the management concerns about unethical behavior actual or suspected fraudor violation of the Codes of conduct or policy. The mechanism provides for adequatesafeguards against victimization of employees and Directors to avail of the mechanism andalso provide for direct access to the Chairman of the Audit Committee in exceptionalcases. No personnel of the Company denied access to the Audit Committee. The said policywas revised w.e.f. 14th February 2018 and may be referred to at theCompany's website at the weblink:http://wwwbalasoreallovs.com/upload/media/code/Whistle%20Blower%20Policv%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 the probable 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 at every locationwhere offices of the Company is situated which shall be responsible for redressal ofcomplaints related to sexual harassment. The Company has put in place suitable processesand mechanisms to ensure issues of sexual harassment if any are effectively addressed.During the year under review there were no complaints of sexual harassment received bythe ICC of the Company.
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.
The Company perceives corporate social responsibility as an opportunity to contributetowards uplifting the society a large empowering individual (specially women) making themself-reliant eradicating poverty providing sanitation facilities & safe drinkingwater promoting education supporting economically weaker section of the society andensuring environment sustainability.
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.balasoreallovs.com/upload/media/csr-policv/CSR 25 06 2018.pdf
The Report on CSR activities or initiatives for the financial year 2018-19 as requiredunder the Companies (Corporate Social Responsibility) Rules 2014 has been attached as Annexure- 7 to this Report.
POLICY ON MATERIALITY & DEALING WITH RELATED PARTY TRANSACTIONS
The Board at its meeting held on 20th May 2014 had approved the policy onmateriality of and dealing with Related Party Transactions. The policy regulates thetransactions between the Company and its Related Parties based on the laws and regulationsapplicable to the Company and also lays down mechanism for identification approvalreview and reporting 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.balasoreallovs.com/upload/media/pdf/Policv%20on%20Related%20Partv%20Transaction.pdf
POLICY ON PRESERVATION AND ARCHIVING OF THE DOCUMENTS
The Company in its meeting held on 14th November 2015 had approved thepolicy on preservation and archiving of the documents. The policy ensures safe-keeping ofthe records and safeguard of the documents from getting manhandled while at the same timeavoiding superfluous inventory of documents.
POLICY TO DETERMINE THE MATERIAL EVENTS
The Board at its meeting held on 14th November 2015 had approved the Policyto determine the material events or information. The Policy to determine the materialevents or information provides the guidelines for proper sufficient and timely disclosureof the material events or information to the Stock Exchange(s) and/or any other regulatoryauthorities.
POLICY FOR DETERMINING MATERIAL SUBSIDIARIES
The Board at its meeting held on 28th September 2016 had approved thePolicy for determining Material Subsidiaries. The Policy for determining MaterialSubsidiaries specifies the process of determination and compliances in respect of MaterialSubsidiaries.
The policy for determining Material Subsidiaries may be accessed on the Company'swebsite at weblink:http://www.balasoreallovs.com/upload/media/pdf/Policv%20for%20Determination%20of%20Material%20Subsidiaries.pdf
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.
The code may be accessed on the Company's website at weblink:
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.
The code may be accessed on the Company's website at weblink:
EXTRACT OF THE ANNUAL RETURN
Extract of the Annual Return as on the financial year ended on 31st March2019 in Form MGT 9 is annexed hereto as Annexure - 5' and forms a part ofthis report. The Company shall place a copy of the Annual Return on the website of theCompany at the weblink:
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS
The Enforcement Directorate had passed a Provisional Attachment Order on December 152017 against M/s. Balasore Alloys Ltd. (BAL) in respect of its plant machinery buildingand land for the value of Rs.24489.07 lacs on the alleged ground that Sri Pramod KumarMittal and Global Steel Holdings Ltd. (GSHL) allegedly held 30.35% of the shares of BALthrough various Indian/Foreign promoter and investment companies.
On February 5 2018 the Adjudicating Authority (PMLA) issued a show cause to BAL as towhy the aforesaid Provisional Attachment Order should not be confirmed. bAl filed anAppeal before the Appellate Tribunal (PMLA) on May 17 2018 challenging the said ShowCause Notice dated February 5 2018.
The Appellate Tribunal (PMLA) passed a final order on March 7 2019 and quashed thesaid Provisional Attachment Order dated December 15 2017. In view of the above orderpassed by the Appellate Tribunal (PMLA) the Adjudicating Authority (PMLA) also passed afinal order on March 20 2019 quashing the said Provisional Attachment Order datedDecember 15 2017.
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.Your company has analyzed the Strength and Weakness of key functions to internalize thegap and similarly Opportunities and Threats to mitigate the external forces. To fasten theaction company is moving towards Automation in Human Resource by adopting software toenable efficient and effective way of working. Your company always remains vigilant tocapitalize on talent pool in order to promote performance driven work culture both withinand outside the organization. Your company has adopted Balanced Score Card approach inPerformance Management to be transparent and performance initiatives aligning withOrganizational Vision Mission and Objectives. The continuous dialogue sessions with theoffice bearers of union prompt grievance redressal and implementation of employees'friendly welfare scheme has been institutionalized. A congenial productive atmosphere hasbeen created through mutual trust and transparency between the management and the union.
AWARD AND RECOGNITION
The Company has received many recognitions for its outstanding performance/contributionto the industry and society. Some of the awards received during the financial year 2018-19are as mentioned below:
1. The Company has won the "Brands of Odisha Pride of India." SAMBADCorporate Excellence Award -2019 under large industry category. The trophy was bestowedupon our Managing Director by Hon'ble CM Odisha on 19th Jan'19 at Bhubaneswar.
2. The Company has been honored with the prestigious "NALCO Utkal GauravMadhusudan Das Quality Award 2019" for TQM in the category of "LARGEENTERPRISE".
3. The Company has been awarded by CII (Confederation of Indian Industry) with"Excellence Award in Energy Conservation" in the 9th ENCON" award ceremonyorganized by CII eastern region for initiating and implementing different energy savingmeasures/ techniques in our plant.
4. The Company has been awarded 2nd prize by CII (Confederation of IndianIndustry) in 31st Convention on QC Circle - CII Eastern Region held at Kolkata on 27thFebruary 2019.
5. The Company was awarded "Kalinga safety award (Silver) - 2017 in Nov 2018 atBhubaneswar in the category of Large-scale enterprises (Major Industries).
6. The Company was awarded as the "Star Performer" Award for the year 2015-16in the product group - Ferro alloys Large Enterprise by EEPC Eastern Region branch ofEEPC India trade and investment promotion organisation sponsored by the Ministry ofCommerce & Industry Government of India.
7. Mining Environment and Mineral Conservation (MEMC) week 2019-20 in Bhubaneswar:
a. First prize in waste dump management.
b. First prize in mineral beneficiation.
c. Second prize in overall performance.
d. Second prize in sustainable development.
8. Odisha Half Yearly & Annual Mines Safety week Celebration 2018-19:
a. Third Prize - Welfare Amenities for Contractual Worker.
b. Third Prize - Emergency Preparedness category.
c. Second Prize - Swachhata category.
d. Third Prize - First Aid Competition.
e. Second Prize - Maintenance category of Mines.
f. Second Prize - Safety & Compliance category of Mines.
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' heretoand forms part of this Report.
TRANSFER OF UNCLAIMED/UNPAID DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND(IEPF).
Pursuant to provisions of Section 124(5) of the Companies Act 2013 read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 ("the Rules") as amended from time to time the Company is requiredto transfer dividends remaining unclaimed or unpaid for a period of seven years from thedate of transfer to Unpaid Dividend Account along with interest accrued if any to theInvestor Education and Protection Fund (IEPF) established by the Ministry of CorporateAffairs (MCA) Government of India within 30 days of the date on which the same falls dueto be credited to the IEPF.
Accordingly unclaimed or unpaid Dividend for the financial year 2010-11 aggregating toRs.1148032/- (' Eleven Lacs Forty Eight Thousand and Thirty-two only) has already beentransferred to Investor Education and Protection Fund (IEPF) on 27th November2018 and all requisite formalities were duly complied including filing of form IEPF-1 withMinistry of Corporate Affairs (MCA).
Further the company is requesting to all the concerned shareholders to claim theunclaimed or unpaid dividends from 2011-12 onwards before the same shall transfer to theIEPF. The schedule of Due dates for transfer of Unclaimed Dividend to IEPF are as follows:
|Financial Year ||Date of AGM ||Seven years from the date of transfer to Unpaid/Unclaimed Dividend Account.* ||Due date of transfer of Unpaid/Unclaimed Dividend to lEPF |
|2011-12 ||26.09.2012 ||02.11.2019 ||03.11.19 to 02.12.19 |
|2012-13 ||18.09.2013 ||24.10.2020 ||25.10.20 to 24.11.20 |
|2013-14 ||25.09.2014 ||31.10.2021 ||01.11.21 to 30.11.21 |
|2014-15 ||29.09.2015 ||03.11.2022 ||04.11.22 to 03.12.22 |
|2015-16 ||28.09.2016 ||02.11.2023 ||03.11.23 to 02.12.23 |
|2016-17 ||23.09.2017 ||29.10.2024 ||30.10.24 to 29.11.24 |
|2017-18 ||28.09.2018 ||02.11.2025 ||03.11.25 to 02.12.25 |
*Note: Within Seven days from the expiry of the thirty days of declaration of Dividendat the AGM the unpaid or unclaimed dividend are transferred to Unpaid Dividend Account.
STATUS OF TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)AUTHORITY.
Pursuant to provisions of Section 124 (6) of the Companies Act 2013 read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 ("the Rules") as amended from time to time the shares in respect ofwhich dividend has not been paid or claimed by the Members for seven consecutive years ormore shall be transferred/credited to the Demat account of the IEPF Authority.
Accordingly 741653 [Seven Lacs Forty one Thousand Six Hundred Fifty Three] EquityShares in relation to the financial year 2010-11 has already been transferred toInvestor Education and Protection Fund (IEPF) in respect of which dividend has not beenpaid or claimed by the Members for seven consecutive years or more. Further all requisiteformalities in this regard were duly complied with including filing of form IEPF-4 withMinistry of Corporate Affairs (MCA).
Further the company is requesting again to the concerned shareholders to claim thedividends from 2011-12 onwards before the shares referred above are transferred to theDemat account of the IEPF Authority. The schedule of Due dates for transfer of concernedShares to the Demat Account of the IEPF Authority are as follows:
|Financial Year ||Date of AGM ||Seven years from the date of transfer to Unpaid/Unclaimed Dividend Account.* ||Due date of transfer of Unpaid/Unclaimed Dividend to IEPF |
|2011-12 ||26.09.2012 ||02.11.2019 ||03.11.19 to 02.12.19 |
|2012-13 ||18.09.2013 ||24.10.2020 ||25.10.20 to 24.11.20 |
|2013-14 ||25.09.2014 ||31.10.2021 ||01.11.21 to 30.11.21 |
|2014-15 ||29.09.2015 ||03.11.2022 ||04.11.22 to 03.12.22 |
|2015-16 ||28.09.2016 ||02.11.2023 ||03.11.23 to 02.12.23 |
|2016-17 ||23.09.2017 ||29.10.2024 ||30.10.24 to 29.11.24 |
|2017-18 ||28.09.2018 ||02.11.2025 ||03.11.25 to 02.12.25 |
Note: Within Seven days from the expiry of the thirty days of declaration of Dividendat the AGM the shares on which the dividend was not claimed/unpaid for seven consecutiveyears shall be transferred/credited to Demat account of the IEPF Authority.
Details of shares/shareholders in respect of which dividend has not been claimed forthe seven consecutive years are provided on Company's website. The shareholders aretherefore requested to verify their records and claim their dividends of all the lastseven years if not claimed.
Underlying shares into the unpaid dividend account can be claimed anytime before theyare transferred to IEPF. Further Shareholders may also claim back the shares transferredto IEPF Authority and the unclaimed dividend including all future benefits accruing onsuch shares if any by complying the requisite formalities as stipulated in the saidRules.
Details of the Nodal Officer:
Mr. Trilochan Sharma
President & Company Secretary Balasore Alloys Limited
"Park Plaza" 1st Floor
71 Park Street Kolkata 700 016
Contact No. : 033 4029 7000
Email Id: firstname.lastname@example.org
During the year under review Credit Analysis & Research Limited (CARE) hasaffirmed Credit Rating CARE BB+ (Double B Plus) for the Long term Bank Facilities and CAREA4+ (A Four Plus) for the Short term Bank Facilities of your Company. The outlook on theLong Term and Short term Rating has been assigned to Stable'.
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 of Directors
|Place: Kolkata ||Anil Sureka ||Asish K. Bhattacharyya |
|Date: 30th May 2019 ||Managing Director ||Director |
| ||DIN: 00058228 ||DIN: 00799039 |