Your Directors are pleased to present the 34th Annual Report and the Company’s
audited accounts for the financial year ended 31st March, 2022.
The Company’s financial performance, for the year ended 31st March, 2022 is
summarized below:
STATE OF AFFAIRS OF YOUR COMPANY
Your Company’s total income increased by 6.32% from Rs. 10,556.44 lacs in 2020-21
to Rs. 11,223.20 lacs in 2021-22. PBIDT decreased by 200.43% from Rs 1,267.84 lacs in
2020-21 to Rs. (1,273.31) lacs in 2021- 22. PAT for the year decreased by 43.03% from Rs
(4,061.83) lacs in 2020-21 to Rs: (5,809.76) lacs in 2021-22. Total Comprehensive Income
for the year decreased by 69.62% at Rs. (5,557.42) Lacs in 2021-22 as against (3,276.37)
Lacs in 2020-21.
Consequently, the earnings per share stood at Rs: (6.23) (basic) and Rs: (6.23)
(diluted) for 2021-22 against Rs: (4.35) (basic) and Rs: (4.35) (diluted) for 2020-21.
DIVIDEND
In view of the loss incurred and tight liquidity position of the company, the Directors
did not recommend any dividend for the financial year under review.
TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve during the financial
year ended on March 31, 2022.
SHARE CAPITAL
The paid-up Equity Share Capital as on 31st March, 2022 was Rs. 4,666.27 lacs.
OPERATIONS
The Plant of the Company has been operational only intermittently. The plant was
nonoperational for more than 40 "No-Production days" in the months of April and
May, 2020 and remained non-operational from 1st June to 31st August,
2020. Again, due to various disruptions including frequent Power cuts from NESCO remained
non-operational during from 14th Sept, 2020 onwards. Consequently, there has
been significant loss of production and business during the year under review, and the
revenues and profitability have been adversely affected.
MINES
Government of Odisha had granted of mining lease for chromite over a land of 35.60
hects 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 and
Regulations) (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 Bank
Guarantee and also to sign the Mines Development and Production Agreement (MDPA) followed
by execution of the lease deed and registration thereof on or before 11.01.2017 as
required under rule 8(4) of the MCR, 2016.
For the delay in the execution of the lease under the MMDR Amendment Act, 2015 and the
Rules under the MCR, 2016, the company moved Hon’ble Orissa High Court and the
Hon’ble Orissa High Court vide its Judgment dated 24.04.2018 has directed State
Government to execute 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
contempt Petition. The same was heard by the Hon’ble High Court on 25.01.2019 and the
Court admitted 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 of
India against the judgment / order dated 24.04.2018 passed by the Hon'ble High Court of
Orissa 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 the
Supreme Court for hearing. After hearing counsels appearing for both sides. The Hon'ble
Supreme Court passed the following order:
"Delay condoned. Issue notice. In the meantime, the operation of the impugned
order passed by the High Court shall remain stayed."
The matter was listed for hearing before the Registrar Court on 28.01.2020. Pursuant to
the direction of the Registrar all the Affidavits and Counter Affidavits were filed by all
the concerned parties, except Resp. No.4/ MoEF.
The case was listed on 06.01.2023 before the Registrar Court, Resp No.4/ MoEF appeared
and took time for four weeks to file their Counter Affidavit. The Registrar directed for
listing of the case before the Hon’ble Court for hearing after four weeks.
The case was last listed on 24.04.2023 before the Court for hearing, the Resp. No.4/
MoEF though has appeared and but has not filed their Counter Affidavit, the matter is
adjourned and the Hon’ble Court has directed to list the case on any
non-miscellaneous day, so the case will be listed in due course of time for hearing on
final disposal.
Status of Stage-II Forest Clearance
State Government’s letter no. 3091/9F(MG)-359/2016 dated 16.02.2023 submitting the
additional information in respect of the Ministry’s/ MoEF letter dated 14.01.2023.
After the examination of the additional information submitted by the State, the
following shortcomings have been observed by MoEF vide its letter dated 16.02.2023:
a) The justification given against the observation No. 2 of the Ministry letter dated
14.01.2023 is not tenable as the User Agency (UA) has already given an undertaking to
comply with the conditions as per the letter dated 25.07.2017. The Forest Advisory
Committee (FAC) after thorough deliberation has imposed the penal conditions and the same
was approved by the competent authority in the Ministry. The mining operations were
running up to 06.06.2022 without a valid approval under Forest (Conservation) Act, 1980.
Therefore, the penalties as prescribed in the conditions of approval are required to be
realized by the State and intimated to the Ministry for further necessary action in the
matter.
b) The KML file of safety zone has been analyzed on DSS and it is observed that
perplanting operations such as pits are visible in the proposed CA (SZ). The same may be
clarified.
Compliance Letter of BAL:
BAL has submitted representation to DFO stating that M/s Balasore Alloys Ltd., at no
point of time, in fact, is no way responsible for any violation of the Forest
(Conservation) Act, 1980, if any, as by the time the lease was granted in favour of the
BAL, the same were broken up area and not only prior to the Forest (Conservation) Act,
1980 but also even prior to the inception of MMDR Act, 1957, to be more specific since the
year 1953, hence, and the direction to deposit the penalty amounts to penal NPV and penal
CA as is demanded is wholly illegal and is liable to be set aside.
Moreover, the condition imposed in Stage-1 Forest Clearance order, the same condition
has been deleted as per the Ministry letter dated 25th July,2017, hence the
question of penal NPV do not arise.
Moreover FAC after thorough deliberation and discussion recommended the 5 No of cases
to deal the penalty, as per the decision of FAC guideline issued by the ministry vide no
F.No.11- 42/2017-FC 29th January, 2018 and as per same no violation under Forest
(Conservation) Act, 1980 is attributed to Balasore Alloys. State Government and PCCF &
HoFF, Odisha has recommended earlier that no violation was attributable and recommended
for accordance of final approval for non-forest use of Sabik Kisam forest land as applied.
We would like to mention that similar cases happened with other projects of the Sukinda
valley, granted lease along with M/s Balasore Alloys Ltd and final approval has been
accorded without attributing any violation of the Forest (Conservation) Act, 1980 as per
recommendation of FAC. Further DFO has forwarded our representation for further processing
to MOEF, New Delhi.
In the above circumstances, we hope and expect that on the basis of the recommendation
by the State Government and PCCF & HoFF, Odisha, the process for accordance of final
approval for non-forest use of Sabik Kisam forest land by the MoEF, New Delhi can be
completed by 31.05.2023 and Stage -II Forest Clearance under Forest (Conservation) Act,
1980 can be obtained by end of May, 2023.
EXPORT
There was no export business during the FY 2021-22.
CHALLENGES DUE TO COVID PENDAMIC
Your company was endeavoring to lift itself out of the morass of the financial and
operational crisis during the financial year, the global pandemic Covid19 and the
nationwide lock down struck a double whammy, seriously and adversely affecting and
impacting the operations of the company. Unfortunately, with no reduction in the cost of
production, the company suffered cash losses and severe liquidity crunch causing delay in
payment of certain liabilities, including payment of electricity.
Presently, due to lack of adequate raw material and power supply, the Plants are
nonoperative, and the company is trying to streamline its business/ operations both at its
Mine and Plant.
The Company is taking all necessary measures in terms of mitigating the challenges
being faced in the business and is adhering all the Governments’ advisories related
to COVID and is taking all proactive preventive measures to ensure health and safety of
workers/ staff in plants, Mine and offices to the maximum extent possible. Standard
Operating Procedures (SOP) complying with all norms related to social distancing, wearing
of face masks, proper sanitization and hygiene at workplace for safety and well-being of
all the workers and employees have been put in place at Mines, Plant and offices of the
Company. Wherever possible and necessary, work from Home Policy has already been adopted
by the company.
BUSINESS EXCELLENCE DRIVE
On its pursuit towards excellence, your company continued its initiatives of TPM (Total
Productive Maintenance), Lean and Six Sigma. In its drive to strengthen Business
Excellence, the Company has adopted the globally acclaimed Malcolm Baldrige Business
Excellence Model of USA for long term competitiveness and business sustainability through
strategy formulation and execution to achieve its stated Vision and Mission. The Baldrige
Excellence Model empowers the organization to reach its goals, improve results, and become
more competitive. The core values and concepts are the foundation for integrating key
performance and operational requirements within a results-oriented framework that creates
a basis for action, feedback, and ongoing success.
Your company continued its thrust on the key Business Excellence initiatives through
virtual/ classroom training and facilitation at site by the Business Excellence team in
order to integrate these with the shop floor operations. To bring synergy and accelerate
BE culture across the organization, it has been apprehended that the success of change
management underlies in accepting and driving the BE culture at departmental level.
Operational Excellence in today’s competitive climate depends upon the
implementation of multiple complimentary & proven strategies. Your organization have
adopted a proven TPM philosophy since long period. TPM involves and engage employee
through 10 pillar concepts. Besides, disciplined preventive maintenance facilitated in
improving equipment health.
Your Company has successfully implemented the Integrated Management System (IMS) which
integrates all business processes across the value chain.
Your company initiated Lean management aims to maximize customer value while minimizing
waste in the processes the Lean approach involves reducing waste in production processes
by streamlining operations, optimizing resources, and minimizing inventory. This results
in improved efficiency, better quality control and increased profitability. Lean
principles are applied by focusing on customer needs and continuously improving processes
to meet those needs. This results in faster delivery times, better customer satisfaction,
and reduced costs. The Lean approach is a customer-centric methodology that values
efficiency, continuous improvement, and waste reduction.
Your company has developed a well-defined process map and initiatives has been taken it
in order to eliminate the Non-value Added activities (NVA), enhance the Value-added
activities (VA) and to optimize the Non value Added activities but essential activities
(NAV-E).
INDUSTRY OUTLOOK
The outlook for the Ferro Chrome industry for the FY 2021-22 period is mixed, with both
positive and negative factors affecting the industry.
On the positive side, the demand for stainless steel, which is a major consumer of
Ferro Chrome, is expected to grow in the coming year. This is due to increasing demand
from the construction industry, as well as from the automotive and aerospace sectors.
However, on the negative side, the COVID-19 pandemic has had a significant impact on
the global economy, including the Ferro Chrome industry. The pandemic has disrupted supply
chains and reduced demand for Ferro Chrome, leading to a decline in prices.
In addition, there are concerns about oversupply in the market, which could lead to
further price declines. This is partly due to the increasing production of Ferro Chrome in
India and China, which are two of the largest producers of the metal.
Overall, while there are some positive factors that could support the Ferro Chrome
industry in the coming year, the negative impact of the pandemic and oversupply concerns
may limit growth in the industry.
BUSINESS STRATEGY-
Volume-driven growth: Your Company is analyzing ways of increasing the operating
capacity from about 1,60,000 MT through capacity balancing, process optimization and
marginal capital investment. This should increase the operating capacity to around
1,80,000 MT.
The Company is continuously exploring opportunities for growth and expansion
organically and inorganically. Organically, the company is undertaking development of its
underground mining in kaliapani Chromites Mines at Sukinda, Odisha.
Value-led growth: The team is working on increasing the production of value-added
products namely low and medium-silicon, low-phosphorous, Low & medium-carbon and high-
chromium, among others. In addition, your Company is focused on maximizing its net
realization through proper market segmentation in the domestic and international markets
by selling directly to the end user.
Sustainability: Your Company owns natural resource assets of captive Chromite Ore
Mines located at Sukinda Valley, Jajpur, Odisha.
In addition to mining through open cast system, the company has also planned to
excavate the blocked chrome ore in the open case benches by Drift & Fill method which
will be done for the first time in the country. The company is also developing underground
mining in Kaliapani Chromites 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 position
of the Company which have occurred between the end of the financial year of the Company to
which 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 and
Balasore 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 and
associate 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 34
of SEBI (LODR), Regulations, 2015 the Company has prepared a Consolidated Financial
Statement of the Company and all its subsidiaries and associate companies, which is
forming part of this Annual Report.
The Statement in Form AOC-1 containing the salient features of the financial statement
of 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, the
Annual Report of the Company, containing therein its standalone and the consolidated
financial statements has been placed on the website of the Company i.e.
www.balasorealloys.com.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan, guarantees provided or made any investments
exceeding sixty per cent of its paid-up share capital, free reserves and securities
premium account or one hundred per cent of its free reserves and securities premium
account, whichever is more, as prescribed under Section 186 of the Companies Act, 2013
read with applicable rules made thereunder.
During the year under review there is no loan given, the details of investment made and
the Guarantees provided under the provisions of Section 186 of the Companies Act, 2013 are
given in the note no.3 & 4 respectively of the Financial Statements of the Company for
the year ended on 31st March, 2022
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year ended March 31, 2022, your Company’s transactions with
all the Related 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 does not have a material unlisted subsidiary as stipulated under Regulation
16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year under review, your Company did not have any Related Party Transaction
which required prior approval of the Shareholders.
All Related Party Transactions (‘RPT’) are placed before the Audit Committee
for its prior approval. There has been no materially Significant Related party Transaction
during 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 required
under the Indian Accounting Standard (Ind AS-24) have been made in the Notes forming part
of Financial Statements of this Annual Report.
PUBLIC DEPOSITS
The Company has not invited or accepted any deposits from the public as stipulated
under 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 any,
of the Act and Rules made thereunder and based on the recommendations of the Audit
Committee and Board, M/s. B.Nath & Co., Chartered Accountants (Firm Registration
No.30757E), Statutory Auditors of the Company have been appointed by the members at
the 32nd Annual General Meeting held on 30th March, 2023 First
term of five years, to hold office from the conclusion of 32nd AGM until
the conclusion of the 37th AGM of the Company on such remunerations as shall be
fixed by the Board of Directors from time to time in consultation with the Auditors.
The Auditors’ Report to the shareholders for the year under review does not
contain any qualifications or adverse remarks except in the Internal Financial Control
which is selfexplanatory and your company is in the process to rectify the same. The Notes
on Financial Statements referred to in the Auditors’ Report are self-explanatory and
do not call for any further comments.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost record
and Audit) Rules, 2014 and based on the recommendations of the Audit Committee, the Board
of Directors at its meeting held on February 15th 2023, has approved the
re-appointment of M/s. Shome & Banerjee (Firm Registration Number 000001) as the Cost
Auditors of the Company for the Financial Year 2021-22 to conduct audit of the Cost
Records, maintained by the Company As required under the Companies Act, 2013, a resolution
seeking approval for the remuneration payable to the Cost Auditors forms part of the
Notice convening the ensuring Annual General Meeting of the Company.
The Cost Audit Report for the Financial Year ended on March 31,2022 was filed with
Central Government in specified forms within the due date by the Cost Auditors of the
Company. The Report of the Cost Auditors for the Financial Year ended on March 31, 2022is
under finalization and will be filed with the MCA within the prescribed period.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13
of (The Companies (Accounts) Rules 2014) and based on the recommendations of the Audit
Committee, the Board of Directors of the Company at its meeting held on 26th
February, 2023, has approved the appointment of M/s Das & Prasad, Chartered
Accountants, (Firm Registration Number 303054E) as the Internal Auditor of the Company
for the financial year 2022-23 to conduct the internal audit of the Company.
SECRETARIAL AUDIT
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 the
recommendations of the Audit Committee, the Board of Directors at its meeting held on
February 15, 2023, has approved the appointment of M/s MKB & Associates, Company
Secretaries, as the Secretarial Auditor of the Company for conducting the Secretarial
Audit of the Company for the financial year 2022-23.
The report of M/s. MKB & Associates, Secretarial Auditor of the Company for the
financial year ended on 31st March, 2022 is annexed to this Report as Annexure- 2.
The Secretarial Audit Report contains the following qualification as:
a. no signed minutes of the meetings of the Board of Directors/ Committees were made
available during the course of our Audit. Only soft copies of 176th, 177th and 179th Board
meetings purportedly held on 2nd April 2021, 27th May 2021 and 2nd March 2022 were made
available. Accordingly, we are unable to comment on the convening and holding of Board
Meetings/ Committee meetings during the year 2021-22;
b. based on forms filed with MCA and disclosures made with Stock Exchanges, during the
year under review, we understand that primarily only Forms DIR 12 and MGT 14 and
intimation to Stock Exchanges, relating to appointment/ resignation of Directors/KMPs ha
ve been filed/made. Some DPT 3 forms ha ve also been filed on MCA. No other filings with
MCA or intimation or filing with Stock Exchanges have been done during the financial year
2021-22;
c. based on the DIR 12s filed with MCA, it is observed that all earlier directors
except Mr Nagendra Kumar had resigned and new directors have been appointed/ resigned.
However, due to non-availability of any signed agenda/minutes of the meetings of
Board/Committees, we are neither able to comment on the meetings of Board/Committees where
such appointments have taken place or resignation been considered or and are also not able
to comment on the constitution of any of the committees of the Board, if any, that has
taken place during the year;
d. the company did not hold any Annual General Meeting during the Calendar year 2021
and the Annual General Meeting for the financial year ended 31st March, 2021
which was supposed to be held in the financial year 2021-22, has not been held upto the
date of thisreport;
e. the quarterly results for the quarter ended March, 2021, June, 2021, September, 2021
and December, 2021 were not placed before or approved by the Audit Committee/ Board for
their approval, thus violating the provisions of Regulation 33 and other consequential
provisions of Listing Regulations,'
f the appointments/change in designation of both executive and non executive directors
as the case may be (as noticed from filings made with ROC and Stock Exchanges) was
approved by the shareholders in the Annual General Meeting held on 30.03.2023, after an
expiry of three years.
As on the date of approval by shareholders, the company was in default in payment of
dues to banks/financial institutions, as the case may be,'
g. the company has not paid annual listing fees to BSE Limited and The Calcutta Stock
Exchange Limited for the financial year2021 -22 during the year under preview;
h. disclosure as required under Regulation 30(l), 30(2) and 3l (4) of The Securities
and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeover) Regulations,
2011 has not been made by the promoters of the company during the financialyear2021-22;
i. the Unpaid/unclaimed dividend for 2013-14 amounting to Rs. 16.41 lakhs which was
required to be transferred to Investor Education and Protection Fund during the year under
review, has not been transferred during the year under review;
j. the company has not charged interest on loan given to Peekay Vanijya Pvt Ltd during
the year under review thus violating provisions of Section 186 of Companies Act, 2013,'
k. the company has not made disclosure under Regulation 30 ofListing Regula tions with
respect to non -submission of quarterly results for the quarter ended March, 2021, June,
2021, September, 2021 and December, 2021;
l. related party transactions with Enterprises over which Key Management Personnel and
their Relatives are able to exercise significant influence during the financial year ended
31.03.2022 have taken place without any approval under Section 177/Section 188 of
Companies Act, 2013and Regulation 23 of Listing Regulations;
m. no disclosures under Regulation 7(3),13(3), 27(2), 31, 40(9), 30 and other
applicable regulations of Listing Regulations have been made during the year under review.
No disclosure as required under Regulation 76 of SEBI (Depositories and Participants)
Regulations, 2018 have been made during the year under review.;
n. the company has not disseminated the information as stated in Regulation 46(2) under
the separate section of its website. There has been no updates on the website of the
company during the year under review,'
o. date of resignation ofMs. Priya Kedia, Company Secretary has been wrongly mentioned
as 22nd April, 2021 instead of22"d April, 2022 in the
disclosure made to BSE Limited;
p. date of appointment of Ms. Vrinda Mohan Gupta as Company Secretary/ Compliance
officer has been wrongly mentioned as 27th May, 2021 instead of 26th
June, 2021 in the disclosure made to BSE Limited;
q. during the year under review, there has been delay in following disclosures made
underRegulation 30 of Listing Regulations-'
r. 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 as required under
Regulation 31 (2) of Listing Regulations, 2015.
No fraud has been detected during the year by any of the auditors of the Company.
The shareholders may kindly note that Our company has largely been compliant with all
the regulatory requirements of SEBI, Companies Act, 2013, the Exchange and other
applicable Laws and had an excellent compliance track record upto March 2020. It was only
from the incidents which took place during FY- 19-20 led to adverse effect on the
performance and financial health of the Company, ultimately resulting in non-compliance
with the requirements of the exchange. However, since plant has been made operational
after the gap of 27 months the management with an objective to revive the company and
rectify the non-compliances suitable steps has been taken by the company.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
I. INDEPENDENT DIRECTORS:
(a) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (7) OF
SECTION 149 OF THE COMPANIES ACT,2013 AND REGULATION 16 OF SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
The Company has received declarations from all the Independent Directors of the Company
confirming 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 Disclosure
Requirements) Regulations, 2015.
(b) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS
The Independent Directors are familiarized with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, etc. On appointment, the Independent Director is issued a
Letter of Appointment setting out in detail, the terms of appointment, duties,
responsibilities and expected time commitments. Each newly appointed Independent Director
is taken through a formal induction program including the presentation from the Managing
Director on the Company’s manufacturing, marketing, finance and other important
aspects.
The Company Secretary briefs the Directors about their legal and regulatory
responsibilities as a Director. The induction for Independent Directors include
interactive sessions with Committee Members, Business and Functional Heads, visit to the
manufacturing site, etc. On the matters of specialized nature, the Company engages outside
experts/consultants for presentation and discussion with the Board members. The Details of
familiarization Programme imparted by the Company to its Independent directors is
displayed at its website i.e. www.balasoreaNoys.com
II. NON- INDEPENDENT DIRECTORS:
(a) WOMAN DIRECTOR:
Mrs. Shweta Jain Continues to be Women Director of the Company.
(b) APPOINTMENT OF DIRECTORS:
Based on the recommendation of Nomination and Remuneration Committee Mr. Debasish
Ganguly was appointed as a Director in the Company w.e.f 10.04.2023.
(c) RESIGNATION OF DIRECTORS:
None of the Directors resign from the Board.
(d) RETIREMENT BY ROTATION:
As per the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. Saivenkat
Chitisureshbabu Chigurupali (DIN: 09131190) retires by rotation, and being eligible,
offers himself for re-appointment. In view of his considerable experience and contribution
to the Company, your directors recommend his re-appointment.
III. KEY MANAGERIAL PERSONNEL
As on the date of this report, Mr. Akula Nagendra Kumar Managing Director, Mr. Debasish
Ganguly, Director Finance & CFO and Mr. Pankaj Agarwal, Company Secretary of the
Company are the Key Managerial Personnel of the Company, pursuant to Section 203(2) of the
Companies Act, 2013.
MEETINGS:
MEETINGS OF BOARD OF DIRECTORS
During the financial year ended on 31st March, 2022, Three Board Meeting was held, the
detail of the meetings and the number of meetings attended by each director of the Company
are separately given in the Corporate Governance Report. The intervening gap between the
two Board Meetings was not within the period as prescribed under the Companies Act, 2013
and SEBI (LODR) Regulations, 2015.
MEETINGS OF INDEPENDENT DIRECTORS
Section149, Schedule IV of the Companies Act 2013 and Regulation 25 of SEBI (LODR)
Regulations, 2015, mandates the independent directors (ID) of a company to hold at least
one separate meeting in a financial year themselves. In this meeting, the Independent
Directors evaluates the performance of Board and its Committee as a Whole Time Directors,
NonExecutive Directors and also assess the quality, quantity and the timeliness of flow of
information between the Management and the Board. it is usual practice to hold such
separate meeting towards the end of financial year.
In view of the sudden unprecedented lockdown imposed in India due to the COVID-19
pandemic situation across the world, the Independent Directors didn’t have adequate
time and information at hand to convene such separate meeting and hence the separate
Independent Directors meeting couldn’t be convened during the period under review.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under section
197(12) of the Companies Act 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 are attached as Annexure-3.
The particulars of employees as required under Section 197 of the Companies Act, 2013,
read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (including any statutory modifications or re-enactments for the
time being in force) in respect of the Top 10 Employees (In terms of remuneration
drawn)including Employees employed throughout the financial year under review and in
receipt of remuneration aggregating not less than Rs. 1,02,00,000 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 such
disclosure. There was also no employee receiving remuneration during the year is in excess
of that drawn by the Managing Director or Whole-time Director and holding by himself or
along with his spouse and dependent children, not less than two percent of the equity
shares of the Company.
DIRECTORS’ RESPONSIBILITY STATEMENT -
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013,
with respect to Directors’ Responsibility Statement, the Directors hereby confirm
that:-
(i) in the preparation of the annual accounts for the year ended 31st March, 2022, the
applicable accounting standards, have been followed and there are no material departures
from the same;
(ii) the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at the end of the financial year and
of the profit of the Company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
and
(iv) the directors have prepared the annual accounts of the Company on a ‘going
concern’ basis.
(v) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
(vi) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
Management’s Discussion and Analysis for the year under review, as stipulated
under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 is presented
in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance and
adhere 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 Regulation
34 read with Schedule V of the SEBI (LODR) Regulations, 2015 forms an integral part of
this Annual Report.
The Certificate received from M/s. B, Nath & Co, Chartered Accountants, Statutory
Auditor of the Company confirming compliance with the conditions of corporate governance
as stipulated in Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015,
is attached to the Report on corporate governance. This Certificate will be forwarded to
the Stock Exchanges along with the Annual Report of the Company.
CEO/CFO CERTIFICATION
Pursuant to Regulation 17 of the SEBI (LODR) Regulations, 2015 pertaining to corporate
governance norms, Mr.Akula Nagendra Kumar, Managing Director of the Company and Mr.
Debasish Ganguly, Director-Finance &CFO of the Company have certified inter-alia,
about review of financial statements and establishing & maintaining internal control
to the financial reporting for the year ended on 31stMarch, 2022. The said
certificate forms an integral part of annual report.
PERFORMANCE EVALUATION
Pursuant to the provisions of requirements of Section 149, Schedule IV of the Companies
Act, 2013 and regulation 25 of SEBI (LODR) Regulations, 2015, the Board has to carry out
an annual performance evaluation of its own performance and that of its Committees and
individual Directors. However, In view of the sudden unprecedented lockdown imposed in
India due to the COVID-19 pandemic situation across the world, the Independent Directors
didn’t have adequate time and information at hand to convene such separate meeting
and hence the separate Independent Directors meeting couldn’t be convened during the
period under review.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the year under review, the Company has duly complied with the applicable
provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).
COMMITTEES OF BOARD
AUDIT COMMITTEE
The composition, terms of reference, details of the meeting held during the year and
the number of meetings attended by each member of the Audit Committee has been furnished
in the Corporate Governance Report forming a part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
The composition, terms of reference, details of the meeting held during the year and
the number of meeting attended by each member of the Nomination and Remuneration Committee
has been furnished in the Corporate Governance Report forming a part of this Annual
Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition, terms of reference, details of the meeting held during the year and
the number of meeting attended by each member of the Stakeholders Relationship Committee
has been furnished in the Corporate Governance Report forming a part of this Annual
Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The composition and terms of reference, details of the meeting held during the year and
the 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 this
Annual Report.
POLICIES AND CODES
REMUNERATION POLICY
Your company has formulated a remuneration policy for the Board Members, Key Managerial
Personnel (KMPs) and Senior Management Personnel, (SMPs) in terms of the provisions of
section 178 of the Companies Act, 2013 read with the relevant rules there under and the
SEBI (LODR) Regulations, 2015. The said policy may be referred to, at the Company's
website at the web link:
http://www.balasoreallovs.com/upload/media/pdf/Remuneration%20Policy.pdf
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has formed a Whistle Blower Policy / Vigil Mechanism policy as required
under 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 employees
and Directors to report to the management concerns about unethical behavior, actual or
suspected fraud or violation of the Codes of conduct or policy.
The mechanism provides for adequate safeguards against victimization of employees and
Directors to avail of the mechanism and also provide for direct access to the Chairman of
the Audit Committee in exceptional cases. No personnel of the Company denied access to the
Audit Committee. The said policy was revised w.e.f., 14th February, 2018 and
may be referred to, at the Company's website at the weblink:
http://www.balasoreallovs.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 strong
foundation for the development of an integrated risk management framework, the policy
outlines the following guiding principles of Risk Management.
Principles of Risk Management:
1. All business decisions will be made with the prior information and acceptance of
risk involved.
2. The Risk Management Policy shall provide for the enhancement and protection of
business value from uncertainties and consequent losses.
3. All employees of the company shall be made aware of risks in their respective
domains and their mitigation measures.
4. The risk mitigation measures adopted by the company shall be effective in the
longterm 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 the
change in company’s strategy.
6. The occurrence, progress and status of all risks will be promptly reported and
appropriate 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 integrated
Risk Management Framework for identifying, assessing, mitigating, monitoring, evaluating
and reporting of all the probable risks.
2. To provide clear and strong basis for informed decision making at all levels of the
organization.
3. To continually strive towards strengthening the Risk Management System through
continuous learning and improvement.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
Your Company has adopted the policy against Sexual Harassment of Women at Workplace,
for the purpose of preventing, prohibiting and redressing sexual harassment of female
employees including permanent, temporary, on training and on contract basis at all the
workplace within the company, which are based on fundamental principles of justice and
fair play.
Further, an Internal Complaints Committee (ICC) has been constituted at every location
where offices of the Company is situated which shall be responsible for redressal of
complaints related to sexual harassment. The Company has put in place suitable processes
and 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 by
the ICC of the Company.
CORPORATE SOCIAL RESPONSIBILITY POLICY
Your Company has been at the forefront in extending benefits of the local communities
in and around its projects. We have always believed in the sustainable development of the
society. We have earned the trust of the local community over the years through our
community services, on a regular basis, throughout the year.
The Company perceives corporate social responsibility as an opportunity to contribute
towards uplifting the society a large, empowering individual (specially women) making them
self-reliant, eradicating poverty, providing sanitation facilities& safe drinking
water, promoting education, supporting economically weaker section of the society and
ensuring environment sustainability.
In compliance with the provisions of Section 135 and Schedule VII of the Companies Act,
2013, the Corporate Social Responsibility (CSR) Committee of the Board has formulated and
recommended to the Board, a CSR Policy for its approval.
This policy, which encompasses the company’s philosophy for delineating its
responsibility as a corporate citizen, lays down the guidelines and mechanism for
undertaking socially useful programmes for welfare & sustainable development of the
community at large. The CSR Policy may be accessed on the Company’s website at link:
http:/ /www.balasoreallovs.com/upload/media/csr-policy/ CSR 25 06 2018.pdf
The Report on CSR activities or initiatives for the financial year 2019-20 as required
under 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 20thMay, 2014 had approved the policy on
materiality of and dealing with Related Party Transactions. The policy regulates the
transactions between the Company and its Related Parties based on the laws and regulations
applicable to the Company and also lays down mechanism for identification, approval,
review and reporting of such transactions.
The policy on materiality of and dealing with Related Party Transactions may be
accessed on the Company’s website at link: http:/
/www.balasoreallovs.com/upload/media/pdf/Policv%20on%20Related%20Party%20Transaction.pdf
POLICY ON PRESERVATION AND ARCHIVING OF THE DOCUMENTS
The Company in its meeting held on 14thNovember, 2015 had approved the
policy on preservation and archiving of the documents. The policy ensures safe keeping of
the records and safeguard of the documents from getting manhandled, while at the same time
avoiding superfluous inventory of documents.
POLICY TO DETERMINE THE MATERIAL EVENTS
The Board at its meeting held on 14thNovember, 2015 had approved the Policy
to determine the material events or information. The Policy to determine the material
events or information provides the guidelines for proper, sufficient and timely disclosure
of the material events or information to the Stock Exchange(s) and / or any other
regulatory authorities.
POLICY FOR DETERMINING MATERIAL SUBSIDIARIES
The Board at its meeting held on 28thSeptember, 2016 had approved the Policy
for determining Material Subsidiaries. The Policy for determining Material Subsidiaries
specifies the process of determination and compliances in respect of Material
Subsidiaries.
The policy for determining Material Subsidiaries may be accessed on the Company’s
website at link:
http://www.balasoreallovs.com/upload/media/pdf/Policv%20for%20Determination%20of%20
Material%20Subsidiaries.pdf
CODE OF CONDUCT
The Company’s Code of Conduct is based on the principle that business should be
conducted in a professional manner with honesty and integrity and thereby enhancing the
reputation of the Company. The Code ensures lawful and ethical conduct in all affairs and
dealings of the Company.
The code may be accessed on the Company’s website at link: http:// www
balasoreallovs.com/upload/media/Investors/Code%20of%20Conduct.pdf
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 all
officers and employees, seeks to prohibit trading in the securities of the Company based
on unpublished price sensitive information. Trading window remains closed so long
unpublished price sensitive information is not made public.
The code may be accessed on the Company’s website at
link:http://www.balasorealloys.com/upload/media/pdf/Insider%20Trading%20Code%20of%20Conduct.pdf
OTHER REQUIREMENTS:
EXTRACTOF THEANNUALRETURN
Extract of the Annual Return as on the financial year ended on 31stMarch,
2022 in Form MGT 9 is annexed hereto as Annexure-‘5’ and forms a part of
this report.
SIGNIFICANTANDMATERIALORDERSPASSEDBYTHEREGULATORS/COURTS/TRIBU NALS -
There is no significant material Orders passed by the Regulators / Courts / Tribunals
which would impact the going concern status of the company and its future operations.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF).
Pursuant to provisions of Section 124 and 1250 of the Companies Act, 2013 read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 ("the Rules") as amended from time to time, the Company has
deposited a sum of Rs. 12,89,088.50 into the specified bank account of the IEPF,
Government of India towards unclaimed or unpaid dividend amount for the financial year
2011-12. Further, corresponding 618012 shares in respect of which dividend remains
unclaimed or unpaid for seven consecutive years couldn’t be transferred to the Demat
account of the IEPF Authority.
PERSONNEL
Your company is continuing the tradition of excellence in human capital management by
adopting all modern tools and techniques of human management. The pragmatic and proactive
approach of management has contributed in enhancing the job satisfaction of employees.
Your company has analyzed the Strength and Weakness of key functions to internalize the
gap and similarly Opportunities and Threats to mitigate the external forces. To fasten the
action, company is moving towards Automation in Human Resource by adopting software to
enable efficient and effective way of working.
Your company always remains vigilant to capitalize on talent pool in order to promote
performance driven work culture both within and outside the organization. Your company has
adopted Balanced Score Card approach in Performance Management to be transparent and
performance initiatives aligning with Organizational Vision, Mission and Objectives. The
continuous dialogue sessions with the office bearers of union, prompt grievance redressal
and implementation of employees’ friendly welfare scheme has been institutionalized.
A congenial productive atmosphere has been created through mutual trust and transparency
between the management and the union.
PARTICULARS AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT, 2013.
Particulars of conservation of energy, technology absorption and foreign exchange
earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013, read
with the Companies (Accounts) Rules, 2014 are given in the Annexure-‘6’ hereto
and forms part of this Report.
APPRECIATION
Your Directors place on record their deep appreciation to employees at all levels for
their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the
employees have enabled the Company to remain as a leading player in the industry.
Your Directors express their sincere appreciation for the continued co-operation and
support extended to the Company by the Central Government, the Government of Odisha,
Government Agencies, Regulatory Authorities, Stock Exchanges, Company's Bankers, Business
Associates, Shareholders and the Community at large.