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Directors Report of Facor Alloys Ltd.

Mar 31, 2023

DIRECTORS’ REPORT TO THE MEMBERS

The Directors submit the 20th ANNUAL REPORT on the business
and operations of the Company together with the Standalone
and Consolidated Audited Financial Statements for the year
ended 31st March, 2023.

FINANCIAL RESULTS

Particulars

Standalone

Consolidated

2022-23

2021-22

2022-23

2021-22

Gross Revenue from
operations

32098.81

25733.74

32098.81

25733.74

Other Income

305.10

2804.42

513.30

2831.14

Total Revenue

32403.91

28538.16

32612.11

28564.88

Operating expenses

31881.77

25262.19

32040.76

25283.75

Profit before interest,
Depreciation, Tax and
Amortization (EBIDTA)

522.14

3275.97

571.35

3281.13

Finance Costs

87.03

106.88

87.34

127.25

Depreciation and
amortization expenses

172.54

149.95

193.72

168.93

Profit/(Loss) before
exceptional item and
tax

262.57

3019.14

290.29

2984.95

Exceptional item

1332.71

(395.57)

(287.02)

(386.56)

Profit/(Loss) before
taxation

1595.28

2623.57

3.27

2598.39

Taxation (including
Deferred Tax)

(692.84)

852.77

(692.84)

852.77

Profit/(Loss) after
Taxation (PAT)

2288.12

1770.80

696.11

1745.62

Other Comprehensive
Income

90.39

(5.01)

940.70

(109.60)

Total Comprehensive
Income for the
period Comprising
profit/(loss) & Other
comprehensive
Income for the period

2378.51

1765.79

1636.81

1636.02

OVERALL PERFORMANCE

During the year under consideration, Company achieved the
production of 70,062 M.T. as against 69,626 M.T. in the previous
year recording an increase by 1%.

Ferro alloys are one of the important ingredients in the
manufacturing of steel. The growth of Ferro alloys Industry is
directly linked with the development of Iron and Steel Industry.
The principal ferro alloys are chromium, manganese and silicon.
The product series consists mainly of ferro-manganese, silico-
manganese, ferro-silicon and ferro-chrome.

Government of India’s Aatma Nirbhar Bharat mission had
provided further boost to Ferro Industry by creating better

infrastructure facility and road transport facilities to boost industry
demand and smooth transportation of raw material and finished
products.

Ferro industry has witnessed a drastic growth worldwide post
covid-19. In India too, we have witnessed industry growth at a
rate of approx. in the range of 40-50% in terms of revenue. Facor
Alloys Ltd. (the Company) had also achieved a growth by 24% in
terms of revenue as compared to previous years, despite the
fact that company is mainly engaged in conversion of High Carbon
Ferro Chrome and Silico Manganes and terminated a conversion
agreement with RTVNPL on violation of agreed term (Refer note
no 49 of standalone financial statements).

Your Company is currently do not have working capital limits/
finance facilities with any financial institutions/ banks. Under such
exigency, company had entered into conversion agreements and
contributed to cater the industry demand and also being able to
optimize its capacity utilization while putting it’s all the best
possible efforts. Your Company is exploring all available options
and expected to get working capital finance to achieve growth
as per market trends in the years to come.

Exports (Deemed) are at Rs.69.61 crores as against Rs.47.38
crores in the previous year and during the year under review
foreign currency earnings in rupee terms was NIL. The Company
derived 21.78% of its total sales from deemed exports as against
18.42% in the previous year.

On account of above and other factors including higher sales
realization, the profit before tax is at Rs.15.95 crores as compared
to profit of Rs.26.24 crore in the previous year. Reduction in PBT
despite higher sales revenue in current year is due to power cost
reimbursement amounting to Rs.20.26 crores were included in
Miscellaneous income of previous years (Refer note no.29.1 of
Standalone Financial Statements).

DIVIDEND

The Board has not recommended any dividend on the Equity
Shares of the company for the financial year ended 31.03.2023
in order to keep surplus fund for meeting the internal financial
requirements of the Company in the absence of non-availability
of working capital limits with the banks.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2023 is ''19.55
crores. During the year under review, the Company has not issued
any further shares. The Company has not issued shares with
differential voting rights. It has neither issued employee stock
options nor sweat equity shares and does not have any scheme
to fund its employees to purchase the shares of the Company.

The equity shares of the Company are listed on BSE Limited
and the Company has duly paid the annual listing fees for the
current financial year i.e. 2023-24.

ANNUAL RETURN

The annual return of the company as on March 31, 2023, in
terms of the provisions of Section 134(3)(a) of the Companies
Act, 2013 is available on the company’s website
www.facoralloys.in.

NUMBER OF MEETINGS OF THE BOARD

he Board met five (5) times in FY 2022-23 viz. on 13th May, 2022,
29th July 2022, 9th November, 2022, 9th February, 2023 & 21st March,
2023. The maximum interval between any two meetings did not
exceed 120 days or / except as permissible by law in this regard.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and implementation
requirements of Indian Accounting Standards (‘IND-AS’) under
Companies Act, 2013 on accounting and disclosure requirements,
and as prescribed by SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Audited Consolidated
Financial Statements are provided in this Annual Report.

SUBSIDIARIES

Pursuant to Section 129 (3) of the Companies Act, 2013 read
with Rule 5 of the Companies (Accounts) Rules, 2014, the
statement containing salient features of the financial statements
of the Company’s Subsidiaries and Associates’ (in updated Form
AOC-1) is given in the Note No.-40 of the consolidated financial
statements. Further, the Consolidated Financial Statements
presented by the Company also includes the financial results of
the subsidiary companies.

Further, the company has already uploaded the Annual Accounts
of the subsidiary company(s) on its website which is accessible
to all the member. The annual accounts of the Company as well
as its respective subsidiary company(s) shall also be kept open
for inspection at the Registered Office of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to provisions the under Section 134 (5) of the
Companies Act, 2013, your Directors hereby confirm:

(i) that in the preparation of the annual accounts for the
financial year ended 31st March, 2023, the applicable
accounting standards read with requirements set out
under schedule III of the Companies Act, 2013 have been
followed and there are no material departures from the
same;

(ii) that they have selected such accounting policies and applied
them consistently and made judgments and estimates that
were reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of
the financial year and of the profit for the year under
consideration;

(iii) that they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and
for preventing and detecting frauds and other
irregularities;

(iv) that they have prepared the annual accounts of the
Company for the financial year ended 31st March, 2023
on a going concern basis;

(v) they have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

(vi) that they had devised proper system to ensure
compliance with the provisions of all applicable laws and

that such systems were adequate and operating
effectively.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have given declaration that they meet
the criteria specified under Section 149 (6) of the Companies
Act, 2013 read with the applicable rules framed thereunder as
well as regulation 25(8) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing
Regulations). The Board is of the opinion that the Independent
Directors of the Company possess requisite qualifications,
experience and expertise and they hold highest standards of
integrity.

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The Company has a policy for remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel as
well as well-defined criteria for the selection of candidates for
appointment to the said positions which has been approved by
the Board. The Policy broadly lays down the guiding principles
for determining qualifications, positive attributes, independence
of a Director and other matters provided under sub-section (3) of
section 178 of Companies Act, 2013.

During the year under review, no changes were made in the
above policy. Salient features of this policy are enumerated in
the Corporate Governance Report which forms part of the Annual
Report. The above policy is available at the website of the
Company at:

http://facoralloys.in/assets/pdf/policy/

Nomination%20and%20Remuneration%20Policy-Revise.pdf

AUDITORS AND AUDITORS’ REPORT
Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, read with
the Companies (Audit and Auditors) Rules, 2014, Members of
the Company at their 19th Annual General Meeting held on 28th
September, 2022 approved the reappointment of M/s K K
Mankeshwar & Co., Chartered Accountants (Firm Registration
no.106009W) as the Statutory Auditors of the Company for further
term of 5 years i.e. from the conclusion of 19th Annual General
Meeting till the conclusion of 24th Annual General Meeting of the
Company to be held in the year of 2027.

The statutory auditor has confirmed their eligibility and submitted
a confirmation in writing that they are not being disqualified to
hold the office of the statutory auditor.

The Auditors’ Report to the Shareholders on the Standalone &
Consolidated Audited Financial Results for the year under review
has expressed unmodified opinion in the respective audit reports
for the financial year 2022-2023. There were no qualifications,
observations or adverse comments on financial statements and
matters, which have any material bearing on the functioning of
the Company.

Secretarial Auditors

The Company has appointed Mr. Tumul Maheshwari of M/S. MT
& Co., New Delhi, Company Secretaries to conduct secretarial
audit and his Report on Company’s Secretarial Audit is appended
to this Report as Annexure-1.

There are no qualifications, reservations or adverse remarks or
disclaimers made in the Secretarial Audit Report.

Cost Auditor

Maintenance of cost account records and requirement of cost
audit as prescribed under the provisions of Section 148(1) of
the Companies Act, 2013 are applicable for the business
activities carried out by the Company during the period under
review.

Mr. Prakash Uppalapati, Cost Accountant has been appointed
by the Board as Cost Auditor of the Company to conduct audit
of cost account records for the year ended 31st March 2023
pursuant to the provisions of Section 148 of the Companies
Act, 2013 and the rules made there under. Members are
requested to consider the ratification of the remuneration
payable to Mr. Prakash Uppalapati being the Cost Auditor.

There are no qualifications, reservations or adverse remarks or
disclaimers made in the Cost Audit Report for the financial year
2022-2023.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

The Company has not provided any guarantee, made a Loan
and investment pursuant to Section 186 of the Companies Act,
2013 during the Financial Year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

There are no contracts/arrangements/transactions which are not
at arm’s length basis and there are no material contracts/
arrangements/transactions which are at arm’s length basis.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY AFTER CLOSE OF
THE FINANCIAL YEAR

The Company was having a production linked lease agreement
for operation of ‘Briquetting plant’ owned by M/s Rai Bahadur
Shreeram and Company Private Limited (RBS). Lease
agreement was recurring in nature duly renewed from time to
time. Last renewal was occurred effective from 01.04.2022 for
further period of three years, ending on 31.03.2025. RBS is a
promoters’ group closely held company and holding approx. 32%
equity shares in the company in under the promoters’ category,
hence, agreement falls under the related party transaction within
the meaning of section 188 of Companies Act, 2013. Briquetting
plant was in use for production of ‘Briquettes’ from Chrome Ore
to feed in furnaces, therefore, serves as an intermediary product
to be used as prime raw material for production of Ferro Alloys.
RBS has terminated the said lease agreement vide notice dated
11.10.2023 to the Company. The Company has no alternative
arrangement for production of ‘Briquettes’, consequently,
company has closed down its operation w.e.f. 31.10.2023 due
to non-availability of briquettes. The Company has received fresh
proposal vide email dated 10.11.2023 from RBS for the briquetting
plant agreement. The analysis and potential impact of the same
are presently under review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of business
of the company. Further, there was no significant change in the
nature of business carried on by its subsidiaries.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to the financial
statements as designed and implemented by the Company are
adequate and commensurate with the size and scale of its
operation. The internal controls are tested for adequacy, efficiency
and effectiveness through audits by the internal auditors and the
observations, corrective and preventive actions are reviewed by
the management and Audit Committee of the Board of Directors.

During the financial year under review, no material or serious
observation has been received from the Internal Auditors of the
Company for inadequacy or ineffectiveness of such controls.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNAL

There are no significant and/or material orders passed by the
Regulator(s) or Court(s) or Tribunal(s) impacting the going
concern status of the Company and its business operations in
future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134 of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014 are set
out in Annexure-2 hereto forming part of this report.

RISK MANAGEMENT POLICY

The Company’s Risk Management framework is designed to
identify, assess and monitor various risks related to key business
and strategic objectives and lead to the formulation of a mitigation
plan. Major risks in particular are monitored regularly at executive
meetings and the Board of Directors of the Company is kept
abreast of such issues.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has zero tolerance policy towards sexual
harassment at the workplace.

The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

No complaints has been received by the committee during the
year under review.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules,
2014, your Company has already approved a Policy on CSR as
amended from time to time and the same is hosted on the website
of the Company at www.facoralloys.in.

During the year under review, the Company has duly made CSR
spending of 2% of the average net profit for last three financial
years as per the applicable provisions.

In view of the same, the Company has made the requisite CSR
spending on the specified activities during the financial year ended
31.03.2023, the details of which is provided in Annexure-3.

ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and
Regulations of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Independent Directors at their
meeting without the participation of the Non-independent
Directors and Management, considered/evaluated the Boards’
performance, performance of the Chairman and other Non¬
independent Directors.

The Board subsequently evaluated its own performance, the
working of its Committees (Audit, Nomination and Remuneration
and Stakeholders Relationship Committee) and Independent
Directors (without participation of the relevant Director).

In the opinion of the Board, the independent directors possessing
the necessary skills like integrity, expertise and experience
(including the proficiency) etc. for being appointed on the Board
of the Company.

DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE
ACCOUNT

Pursuant to IEPF Fund Authority (Accounting, Audit, Transfer &
Refund) Rules, 2016, all unclaimed shares have already been
transferred to the IEPF Authority.

All the corporate benefits in terms of securities accruing to on
these unclaimed shares shall be credited to the aforesaid account.
Voting rights on these shares shall remain frozen till the rightful
owner of such shares claim the shares.

Any person, whose unclaimed or unpaid amount has been
transferred by the Company to IEPF may claim his/her refunds
from the IEPF authority. The detailed procedure for claiming
shares and/or dividend amount is available on the website of
IEPF (www.iepf.gov.in).

The Nodal Officer for the purpose of IEPF is Company Secretary
and the website address is www.facoralloys.in.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 (9) of the Companies Act, 2013 read with
Rule 7 of the Companies (Meetings of Board and its Powers) Rules,
2014 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors had approved the Policy
on Vigil Mechanism/Whistle Blower and the same is hosted on the
website of the Company. This Policy inter-alia provides a direct
access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee has
been denied access to the Chairman of the Audit Committee
and that no complaints were received during the year.

PUBLIC DEPOSITS

During the year under review, the Company has not invited any
deposits from the public.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

In terms of the provisions of Section 197 (12) of the Companies
Act, 2013 read with Rules 5 (2) and 5 (
3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, during the year under review, there were no employees
receiving remuneration in excess of '' 1,02,00,000/- per annum
or '' 8,50,000/- per month requiring disclosure.

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 provided
in the Annexure forming part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date, the Company has total no. of 6 Directors out of
which 1 is Executive Chairman & Managing Director and 5 are
Non-Executive Directors. The 5 Non-Executive Directors consist
of 3 Independent Directors including one Woman Independent
Director and 2 are Non-Executive Non Independent Directors.
The Composition of the Board is in conformity with the provisions
of the Companies Act, 2013 read with the rules framed thereunder
and relevant Regulations of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Mr. Manojkumar Umashankar Saraf, Director retires by rotation
at the forthcoming Annual General Meeting and being eligible
offers himself for re-appointment.

Mr. Vinodkumar Vithaldasji Saraf and Mr. Anurag Saraf, Non¬
Executive Directors have resigned from the directorship of the
company w.e.f. 11.03.2023 and 13.03.2023 respectively.

Mr. K. Jayabharat Reddy and Mr. K. L. Mehrotra, Independent
Directors have resigned / ceased from the directorship of the
company w.e.f. 14.09.2023 and 09.10.2023 respectively.

Currently, Mr. R. K. Saraf (Managing Director), Mr. Vijay Vashisth
(Dy. CFO) and Mr. Piyush Agarwal (Company Secretary &
Compliance Officer) are the key managerial personnel of the
Company.

None of the Whole-time Key Managerial Personnel (KMP) of the
Company is holding office in any other Company as a Key
Managerial Personnel.

Further, none of the Directors / KMP of the Company is
disqualified under any of the provisions of the Companies Act,
2013 and relevant Regulations of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Company has formulated a code of conduct for all members
of the Board and Senior Management Personnel. All concerned
members/executives have affirmed compliance with the said
code.

COMMITTEES OF THE BOARD

The Board of Directors have constituted all the requisite
committees of Directors as are required by law from time to time.

Details of composition of all the committees of the Board are
provided in the corporate governance report and majority of the
committees consists entirely of independent directors. During
the year, all recommendations made by the committees were
approved by the Board.

REPORTING OF FRAUDS BY AUDITORS OF THE COMPANY

During the year under review, none of the Auditors of the company
has reported to the audit committee under Section 143 (12) of
the Companies Act, 2013 any instances of fraud committed
against the Company by its officers or employees, the details of
which would need to be mentioned in the Board’s report.

CORPORATE GOVERNANCE

Pursuant to SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, a report on the Corporate
Governance, Management Discussion and Analysis, Certificate
from Practicing Company Secretary regarding compliance of
conditions of Corporate Governance have been made a part of
the Annual Report.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY
CODE

During the year under review, there are no application made
or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016).

DISCLOSURE UNDER ONE TIME SETTLEMENT

During the year under review, your Company has not made any
one time settlement with any of its Banks or Financial Institutions.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied
with the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India (SS-1 and SS-2) respectively
relating to Meetings of the Board and its Committees including
general meetings of the company which are mandatory in
nature.

INDUSTRIAL RELATIONS

During the year under review, the overall industrial relations
in the Company remained cordial.

ACKNOWLEDGEMENT AND APPRECIATION

The Board wishes to place on record its sincere appreciation for
the support and co-operation extended by all the customers,
vendors, business associates and investors at large.

Further, the Board places on record their sincere appreciation
for the significant contribution made by its employees through
their dedication, hard work and commitment and also for the
trust reposed in the company by all other stakeholders.

The Company sincerely thanks the Central & State Governments
for their continued support and warm co-operation extended
towards the business as well as the Company’s social functions.
It looks forward to your continued support in the company’s
endeavour to accelerate access to innovative and affordable
business.

On behalf of Board of Directors
for Facor Alloys Ltd.

Place : Delhi R.K. SARAF

Dated : 2nd December, 2023 Chairman & Managing Director

Din : 00006102


Mar 31, 2018

DIRECTORS' REPORT TO THE MEMBERS

The Directors submit the FIFTEENTH ANNUAL REPORT on the business and operations of the Company and the Audited Statements of Accounts for the year ended 31st March, 2018.

FINANCIAL RESULTS

 

For the year ended 31-3-2018

For the year ended 31-3-2017

 

(Rs. in Lacs)

(Rs. in Lacs)

Revenue from operations

31319.97

13439.36

Profit before tax (after exceptional item)

(12.83)

35.07

Tax Expenses (including Deferred Tax)

(302.86)

(39.07)

Profit After tax

290.03

74.14

OVERALL PERFORMANCE

During the year under consideration, Company achieved the highest ever production of 73,600 M.T. as against 24,260 M.T. in the previous year recording a surge of 203%. However last year due to closure of the plant, there was working of 5 months only hence it is not comparable. Further Company during the year is covered under Ind AS and accordingly has prepared its account as per requirement of Ind AS.

The demand for ferro alloys principally is determined by developments within the Stainless Steel industry. Currently Stainless Steel industry is stable and performing well which is good for the ferro alloys industry. Apart from the domestic industry the Stainless Steel industry in south and far east Asia which is the major export market for the Indian ferro alloys industry, is performing well.

Exports are Rs. 111.01 crores as against Rs. 77.87 crores in the previous year and during the year under review foreign currency earnings in rupee terms was Rs. 29.80 crores. The Company derived 35.78% of its total sales from exports.

On account of above and other factors including lower sales realisation, the profit before tax and exceptional item was at Rs. 1.00 crore as compared to Rs. 0.20 crore in the previous year.

DIVIDEND

In view of the insignificant profit during the year, the Directors regret their inability to recommend any dividend for the financial year ended 31st March 2018 on Equity Shares of the company.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2018 is Rs. 19.55 crores. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

EXTRACT OF THE ANNUAL RETURN

An extract of annual return for the financial year ended on 31st March, 2018 in Form MGT-9 pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached as Annexure-1.

NUMBER OF MEETINGS OF THE BOARD

The Board met five times in FY 2017-18 viz. on 13th May 2017, 11th August 2017, 14th September 2017, 14th November 2017 and 12th February 2018. The maximum interval between any two meetings did not exceed 120 days.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and implementation requirements of Indian Accounting Standards ('IND-AS') under Companies Act, 2013 on accounting and disclosure requirements, and as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audited Consolidated Financial Statements are provided in this Annual Report.

SUBSIDIARIES

Pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's Subsidiaries and Associates' (in amended Form AOC-1) is attached to the financial statements as Annexure-2. The company will make available the Annual Accounts of the subsidiary companies and related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the Company and that of the respective subsidiary companies as well will also be kept open for inspection at the Registered Office of the Company. Further, the Consolidated Financial Statements presented by the Company include the financial results of the subsidiary companies.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions under Section 134(5) of the Companies Act, 2013, your Directors hereby confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards read with requirements set out under schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit for the year under consideration;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) that they have prepared the annual accounts of the Company for the financial year ended 31st March, 2018 on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that they had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have given declaration that they meet the criteria specified under Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-Section (3) of Section 178, is attached as Annexure-3 to this Report.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

The Auditors' Report to the Shareholders on the Standalone Audited Financial Results for the year under review contains the following qualification :-

The Company has defaulted in repayment of Rs. 3605.74 lacs (as on 31st March, 2018) to the Bank of India against devolvement of SBLC amounting to Rs. 6089.76 lacs on 3rd August 2015, provided by the bank for the term loan by the overseas lender to one of the overseas subsidiary of the Company. The company's request for restructuring of this liability is under consideration of the bank.

Management Note :

On the request of Company, Bank of India, Visakhapatnam had issued a SBLC for 10 Million USD in favour of Bank of India, Jersy for sanctioning a loan of 10 Million USD to Facor Minerals (Netherlands) B.V., one of the oversea subsidiary of the Company.

Further SBLC was devolved/invoked due to non re-payment of loan amount to Bank of India by oversea subsidiary due to non operation of the project and the total amount of SBLC was debited to Company's bank A/c by Bank of India, Vizag. Company could not repay the total amount debited to the bank A/c by Bank of India, Vizag and the default continues till date.

Secretarial Auditor

There are no qualifications, reservations or adverse remarks or disclaimers made in the Secretarial Audit Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

A Corporate Guarantee for a sum of 1.6 Million USD was provided to Bank of India, London as a collateral security to  the term loan sanctioned to Cati Madencilic Ithalat Ve Ihracat A.S., a tier II subsidiary of the Company.

The Corporate Guarantee was devolved/invoked due to non re-payment of loan amount to Bank of India by oversea subsidiary because of non operation of the project. As a result, a sum of Rs. 9.61 crores was debited to overseas subsidiary's A/c under Ind AS as a loan.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contracts/arrangements/transactions which are not at arm's length basis and there are no material contracts/ arrangements/transactions which are at arm's length basis.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER CLOSE OF THE FINANCIAL YEAR

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate and commensurate with the size and scale of its operation. The internal controls are tested for adequacy, efficiency and effectiveness through audits by the internal auditors and the observations, corrective and preventive actions are reviewed by the management and Audit Committee of the Board of Directors.

During the financial year under review, no material or serious observation has been received from the Internal Auditors of the Company for inadequacy or ineffectiveness of such controls.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant and/or material orders passed by the Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status of the Company and its business operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in Annexure-4 hereto forming part of this report.

RISK MANAGEMENT POLICY

The Company's Risk Management framework is designed to identify, assess and monitor various risks related to key business and strategic objectives and lead to the formulation of a mitigation plan. Major risks in particular are monitored regularly at Executive meetings and the Board of Directors of the Company is kept abreast of such issues.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formed a Committee and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company at the Board Meeting held on 29th May, 2014 approved a Policy on CSR and the Policy was hosted on the website of the Company.

Company is not having average net profits in the immediately preceding three years.

ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards' performance, Performance of the Chairman and other Non-independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director).

TRANSFER OF UNCLAIMED EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) SUSPENSE ACCOUNT

The Ministry of Corporate Affairs ('MCA') has vide Notification No. S.O. 2866(E) dated September 5, 2016 notified the provisions of Sections 124 and 125 (except for the subsections already notified earlier vide notification dated January 13, 2016) of the Companies Act, 2013. Further MCA vide Notification dated September 5, 2016, brought the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules'), w.e.f. September 7, 2016.

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, shall be transferred to an Investor Education and Protection Fund ('IEPF') suspense account (in the name of the Company) with one of the Depository Participants as may be identified by the IEPF Authority, within thirty (30) days of such shares becoming due to be transferred to the IEPF.

The process of transfer of the shares to the said Suspense Account upto financial year 2009-10 is completed. The Company has initiated the process for transfer of the shares for the financial year 2010-11 and individual notice, to the shareholders holding equity shares, who have not claimed their dividends for the financial year 2010-11, is attached with the Annual Report.

The Statement containing details of Name, Address, Folio No., Demat Account No. and No. of shares due for transfer to IEPF Suspense Account will be made available on www.facoralloys. com at the earliest.

Both the unclaimed dividend and the shares transferred to the IEPF can be claimed back by the concerned shareholders from IEPF Authority after complying with the procedure prescribed under the "Rules".

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

FINANCE

The Company has not invited any deposit from public during the year.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year under review there were no employees receiving remuneration of or in excess of Rs. 102,00,000/- per annum or Rs. 8,50,000/- per month requiring disclosure.

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 provided in the Annexure forming part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rohit Saraf, Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment.

During the year Mr. P V R K Prasad ceased as a director on the Board due to untimely death. The Board places on record its appreciation for the contributions made by him during his tenure of office till 20th August, 2017.

The term of both Mr. R. K. Saraf and Mr. Ashim Saraf as Managing Director/Joint Managing Director is up to 31st March, 2019. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has re-appointed both Mr. R. K. Saraf and Mr. Ashim Saraf as Managing Director/Joint Managing Director respectively of the Company  for a period of 5 (five) years with effect from 01st April, 2019 subject to approval of shareholders.

The first term of office of Mr. K Jayabharat Reddy, Mr. A. S. Kapre and Mr. K. L. Mehrotra as Independent Directors, expires at the ensuing Annual General Meeting.

The Board has recommended re-appointment of Mr. K Jayabharat Reddy, Mr. A. S. Kapre and Mr. K. L. Mehrotra as Independent Directors of the Company for a second term of 5 (five) consecutive years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.

The Company has formulated a code of conduct for all members of the Board and Senior Management Personnel. All concerned members/executives have affirmed compliance with the said code.

SECRETARIAL AUDIT REPORT

The Company has appointed Mr. Umesh Chand Sharma of Umesh Chand Sharma & Co., New Delhi, Company Secretaries to conduct secretarial audit and his Report on Company's Secretarial Audit is appended to this Report as Annexure-5.

CORPORATE GOVERNANCE

Management Discussion and Analysis, Corporate Governance Report and Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee formed by the Board of Directors of the Company consists of Mr. K. Jayabharat Reddy, Mr. K.L. Mehrotra & Mr. A.S. Kapre who are Non-Executive Independent Directors of the Company and Mr. R.K. Saraf. Mr. K. Jayabharat Reddy is its Chairman. The Committee's role, terms of reference and the authority and powers are in conformity with the requirement of the Companies Act, 2013 and the Listing Regulations.

AUDITORS

At the 14th AGM held on 20th September, 2017, M/s K K Mankeshwar & Co., Chartered Accountants (Firm Registration no.106009W) were appointed as Statutory Auditors of the Company to hold office till the conclusion of 19th AGM to be held in 2022.

The requirement relating to ratification of Auditors by the members of the Company at every AGM has been dispensed with by the Companies Amendment Act, 2017 vide Notification No. S.O. 1833 (E) dated May 07, 2018. Pursuant to the said amendment, during the five year term of appointment/ re-appointment of Statutory Auditors, ratification of the appointment / re-appointment by the members in the Annual General Meeting is not required. Accordingly, business item of ratification of re-appointment of Statutory Auditors is not included in the Notice dated 11th August, 2018, calling 15th Annual General Meeting of the Company.

M/s K. K. Mankeshwar & Co. have consented to their appointment as Statutory Auditors and have confirmed that their appointment, if made, will be in accordance with Section 139 read with Section 141 of the Act. Members are requested to approve the appointment of M/s KK Mankeshwar & Co. and authorize the Board of Directors to fix their remuneration.

COST AUDITOR

Mr. Prakash Uppalapati, Cost Accountant has been appointed by the Board as Cost Auditor of the Company to conduct audit of cost records of the Company for the year ended 31st March 2019. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration payable to Mr. Prakash Uppalapati.

The due date for filing of the Cost Audit Report for the financial year 2016-17 was 30th September, 2017. The Company has filed the Report with the Ministry of Corporate Affairs on 09-09-2017.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors place on record their gratitude for the support and cooperation received from Central and State Governments, Financial Institutions& Banks, Customers, Suppliers and Shareholders and for their continued support. The Board also expresses its sincere appreciation to the dedicated and committed team of employees and workmen.

 

On behalf of Board of Directors,

Place : Noida (U.P.)

R.K. SARAF

Dated : 11th August, 2018

Chairman & Managing Director

ANNEXURE-1

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st March, 2018

[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i)

CIN

L27101AP2004PLC043252

ii)

Registration Date

14.05.2004

iii)

Name of the Company

Facor Alloys Limited

iv)

Category/Sub-Category of the Company

Public

v)

Address of the Registered office and contact details

Shreeramnagar-535101, Garividi, Dist.: Vizianagaram (AP) Phone No. : 08952-282029

vi)

Whether listed company

Yes

vii)

Name, Address and Contact details of Registrar and Transfer Agent, if any

MAS Services Limited, T-34, 2nd Floor, Okhla Industrial Area, Phase-ll, New Delhi-110020 Phone No. +91 -11 -26387281 -83 Fax No. +91 -11 -26387384 E-Mail : [email protected]. Website : www.masserv.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the Company shall be stated:-

S.No.

Name and Description of main products/services

NIC Code of the Product/ service

% to total turnover of the company

1.

Ferro Chrome/Ferro Alloys

2711

100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

SI No.

Name and address of the Company

CIN/GLN

Holding/ Subsidiary/ Associate

% of Shares Held

Applicable Section

1

Best Minerals Limited

U99999MH1955PLC009710

Subsidiary

100.00%

2(87)

2

Facor Electric Limited

U40106AP2010PLC086208

Subsidiary

100.00%

2(87)

3

FAL Power Ventures Private Limited

U04010CT2004PTC017193

Subsidiary

100.00%

2(87)

4

Facor Minerals Pte. Ltd., Singapore

 

Subsidiary

100.00%

2(87)

5

Facor Minerals (Netherlands) B.V.

 

Subsidiary

93.48%

2(87)

6

Facor Turkkrom Mining (Netherlands) B.V. (FTM)

 

Subsidiary of FMN

51.00%

2(87)

7

Cati Madencilik Ithalat ve Ihracat A.S. (Cati)

 

Subsidiary of FTM

51.00%

2(87)

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

 i) Category-wise Share Holding

 

Category of Shareholders

No. of Shares held at the beginning of the year 1st April, 2017

No. of Shares held at the end of the year 31st March, 2018

% Change during the year

 

 

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

 

A. Promoters & promoter group

 

 

 

 

 

 

 

 

 

 

(1) Indian

 

 

 

 

 

 

 

 

 

 

a) Individual/ HUF

23934976

Nil

23934976

12.24

23934976

Nil

23934976

12.24

0

 

b) Central Govt

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0

 

c) State Govt(s)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0

 

d) Bodies Corp.

62620240

Nil

62620240

32.02

62620240

0

62620240

32.02

0

 

e) Banks / Fl

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0

 

f) Any Other...

1000

Nil

1000

Nil

1000

Nil

1000

Nil

0

 

- Trust

52512

Nil

52512

0.02

52512

Nil

52512

0.02

0

 

Sub-total (A) (1):-

86608728

0

86608728

44.28

86608728

0

86608728

44.28

0

 

(2) Foreign

 

 

 

 

 

 

 

 

 

 

a) NRIs - Individuals

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0

 

b) Other- Individuals

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0

 

c) Bodies Corp.

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0

 

d) Banks / Fl

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0

 

e) Any Other...

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0

 

Sub-total (A) (2):-

0

0

0

0

0

0

0

0

0

 

Total shareholding of Promoter (A) = (A)(1)+(A)(2)

86608728

0

86608728

44.28

86608728

0

86608728

44.28

0

 

B. Public Shareholding

 

 

 

 

 

 

 

 

 

 

1. Institutions

 

 

 

 

 

 

 

 

 

 

a) Mutual Funds

1780

Nil

1780

0.00

1780

Nil

1780

Nil

0

 

b) Banks / Fl

35656

7426

43082

0.02

35656

4238

39894

0.02

0.00

 

c) Central Govt

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0

 

d) State Govt(s)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0

 

e) Venture Capital Funds

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0

 

f) Insurance Companies

1620

6600

8220

0.00

1620

6600

8220

0.00

0

 

g) Fiis

Nil

120

120

0.00

Nil

0

0

0

0.00

 

h) Foreign Venture Capital Funds

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0

 

i) Others (specify)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0

 

Sub-total (B)(1):-

39056

14146

53202

0.02

39056

10838

49894

0.02

0.00

 

2. Non-Institutions

 

 

 

 

 

 

 

 

 

 

a) Bodies Corp.

 

 

 

 

 

 

 

 

 

 

i) Indian

15517242

9506

15526748

7.95

6044235

4819

6049054

3.09

(4.86)

 

II) Overseas

4492654

Nil

4492654

2.30

4492654

Nil

4492654

2.30

0

 

b) Individuals

 

 

 

 

 

 

 

 

 

 

i) Individual shareholders holding nominal share capital upto Rs. 2 lakhs

71918997

650546

72569543

37.11

76852048

381286

77233334

39.50

2.39

 

ii) Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs

9230063

 

9230063

4.72

10602435

 

10602435

5.42

0.70

 

c) NBFCs registered with RBI

Nil

Nil

Nil

Nil

66755

-

66755

0.03

0.03

 

d) Others (specify)

 

 

 

 

 

 

 

 

 

 

(1) Trust

58

0

58

Nil

58

0

58

Nil

Nil

 

(2) Foreign Nationals

 

 

 

 

 

 

 

 

 

 

(3) Non Resident Indians

2192785

42442

2235227

1.14

2015942

15764

2031706

1.04

(0.10)

 

(4) Clearing Members

394577

0

394577

0.20

2663764

0

2663764

1.36

1.16

 

(5) IEPF

Nil

Nil

Nil

Nil

1002644

0

1002644

0.51

0.51

 

(6) HUF

4436555

-

4436555

2 27

4746329

-

4746329

2.43

0.16

 

Sub-total (B)(2):-

108182931

702494

108885425

55.69

108486864

401869

108888733

55.69

0.00

 

Total Public Shareholding (B)=(B)(1)+(B)(2)

108221987

716640

108938627

55.72

108525920

412707

108938627

55.72

0.00

 

C. Shares held by Custodian for GDRs & ADRs

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

 

Grand Total (A+B+C)

194830715

716640

195547355

100

195134648

412707

195547355

100.00

0.00

ii) Shareholding of Promoters

SI No.

Shareholder's Name

Shareholding at the beginning of the year 1st April, 2017

Shareholding at the end of the year 31st March, 2018

% change in shareholding during the year

No. of Shares

% of total Shares of the Company

% of Shares Pledged/ encumbered to total shares

No. of Shares

% of total Shares of the Company

% of Shares Pledged/ encumbered to total shares

1

Urmiladevi Narayandas Saraf

3629215

1.86

0

3629215

1.86

0

0

2

Promiladevi Ramkisan Saraf

2556967

1.31

0

2556967

1.31

0

0

3

Anurag Murlidhar Saraf

2507354

1.28

0

2507354

1.28

0

0

4

Manjudevi Murlidhar Saraf

2189631

1.12

0

2189631

1.12

0

0

5

Mohinidevi Umashankar Saraf

2098174

1.07

0

2098174

1.07

0

0

6

Sushmadevi Vinodkumar Saraf

1708582

0.87

0

1708582

0.87

0

0

7

Ramadevi Manojkumar Saraf

1248361

0.64

0

1248361

0.64

0

0

8

Bimladevi Vithaldas Saraf

1217651

0.62

0

1217651

0.62

0

0

9

Vanitadevi Vineetkumar Saraf

876536

0.45

0

876536

0.45

0

0

10

Rohitkumar Narayandasji Saraf

872669

0.45

0

872669

0.45

0

0

11

Vinodkumar Saraf

731814

0.37

0

731814

0.37

0

0

12

Murlidhar Durgaprasadji Saraf

661343

0.34

0

661343

0.34

0

0

13

Vineetkumar Vithaldas Saraf

588385

0.30

0

588385

0.30

0

0

14

Shailjadevi Ashishkumar Saraf

498207

0.25

0

498207

0.25

0

0

15

Manojkumar Umashankar Saraf

488956

0.25

0

488956

0.25

0

0

16

Madhavhari Yogeshkumar Saraf

311441

0.16

0

311441

0.16

0

0

17

Ashishkumar Ramkisan Saraf

246679

0.13

0

246679

0.13

0

0

18

Sonal Ashimkumar Saraf

237680

0.12

0

237680

0.12

0

0

19

Gautam Vinodkumar Saraf

164098

0.08

0

164098

0.08

0

0

20

Raghuhari Yogesh kumar Saraf

147185

0.08

0

147185

0.08

0

0

21

Vineetkumar Vithaldas Saraf

120624

0.06

0

120624

0.06

0

0

22

Manojkumar Umashankar Saraf

103915

0.05

0

103915

0.05

0

0

23

Saritadevi Sanjivkumar Saraf

93373

0.05

0

93373

0.05

0

0

24

Gauri Sanjeev Saraf

4800

0.00

0

4800

0.00

0

0

25

Payal Murlidhar Saraf

72651

0.04

0

72651

0.04

0

0

26

Vibhav Vineetkumar Saraf

64451

0.03

0

64451

0.03

0

0

27

FAL Employees Welfare Trust

27576

0.01

0

27576

0.01

0

0

28

FACOR Employees Welfare Trust

22424

0.01

0

22424

0.01

0

0

29

Ashim Saraf

17008

0.01

0

17008

0.01

0

0

30

Yogeshkumar Umashankar Saraf

12288

0.01

0

12288

0.01

0

0

31

Preetidevi Rohitkumar Saraf

12600

0.01

0

12600

0.01

0

0

32

Aisha Ashishkumar Saraf

11500

0.01

0

11500

0.01

0

0

33

Madhuri Manojkumar Saraf

7948

0.00

0

7948

0.00

0

0

34

Sidharath Vineet Kumar Saraf

7348

0.00

0

7348

0.00

0

0

35

Gaurav Vinodkumar Saraf

5156

0.00

0

5156

0.00

0

0

36

Sakhi Sanjeevkumar Saraf

5128

0.00

0

5128

0.00

0

0

37

Raghavendra Manojkumar Saraf

4800

0.00

0

4800

0.00

0

0

38

Yogeshkumar Umashankar Saraf

4100

0.00

0

4100

0.00

0

0

39

Vinodkumar Vithaldas Saraf

3560

0.00

0

3560

0.00

0

0

40

Sunandadevi Yogeshkumar Saraf

3267

0.00

0

3267

0.00

0

0

41

Ramkisan Saraf

2256

0.00

0

2256

0.00

0

0

42

Narayandas Durgaprasadji Saraf

1704

0.00

0

1704

0.00

0

0

43

Narayandas Durgaprasad Saraf

1472

0.00

0

1472

0.00

0

0

44

Sunandadevi Saraf

79915

0.04

0

79915

0.04

0

0

45

Amla Saraf

74797

0.04

0

74797

0.04

0

0

46

Shreeram Co. Empls. Welfare Trust

2512

0.00

0

2512

0.00

0

0

47

Premier Commercial Corporation

1000

0.00

0

1000

0.00

0

0

48

R B Shreeram & Company Pvt. Ltd.

61055682

31.22

0

61055682

31.22

0

0

49

Saraf Bandhu Pvt. Ltd.

826200

0.42

0

826200

0.42

0

0

50

Ferro Alloys Corporation Limited

500000

0.26

0

500000

0.26

0

0

51

GDP Infrastructure Pvt. Ltd.

214440

0.11

0

214440

0.11

0

0

52

Vidarbha Iron & Steel Corpn. Ltd.

18144

0.01

0

18144

0.01

0

0

53

Suchitra Investments & Leasing Ltd.

5774

0.00

0

5774

0.00

0

0

54

Sanjiv Saraf

239387

0.12

0

239387

0.12

0

0

 

Total

86608728

44.28

0

86608728

44.28

0

0

 

(iii) Change in Promoters' Shareholding (please specify, if there is no change)

 

Shareholding at the beginning of the year

Cumulative Shareholding during the year

 

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

At the beginning of the year

86608728

44.28

86608728

44.28

Date wise Increase/ Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer/ bonus/ sweat equity etc):

No change during the year

At the End of the year

86608728

44.28

86608728

44.28

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

SI. No.

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Date

Reason

Increase/ Decrease in shareholding

Cumulative shareholding during the year

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

1

GLOBALSCALE INVESTMENTS LIMITED

44,92,654

2.30

 

 

 

 

44,92,654

2.30

 

 

 

 

31.03.2018

At the end of the year

-

-

44,92,654

2.30

 

2

LINCOLN P COELHO

15,00,000

0.77

 

 

 

 

15,00,000

0.77

 

 

 

 

31.10.2017

Purchase of shares

5,00,000

0.26

20,00,000

1.03

 

 

 

 

31.03.2018

At the end of the year

-

-

20,00,000

1.03

 

SI. No.

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Date

Reason

Increase/ Decrease in shareholding

Cumulative shareholding during the year

 

 

No. of shares

% of total shares of the Company

 

 

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

3

SHRI PARASRAM

1,55,434

0.08

 

 

 

 

1,55,434

0.08

 

HOLDINGS PVT. LTD.

 

 

07.04.2017

Sale of shares

7,940

0.00

1,47,494

0.08

 

 

 

 

14.04.2017

Purchase of shares

14,550

0.00

1,62,044

0.08

 

 

 

 

21.04.2017

Purchase of shares

13,400

0.01

1,75,444

0.09

 

 

 

 

05.05.2017

Sale of shares

900

0.00

1,74,544

0.09

 

 

 

 

12.05.2017

Purchase of shares

50,069

0.02

2,24,613

0.11

 

 

 

 

19.05.2017

Sale of shares

600

0.00

2,24,013

0.11

 

 

 

 

26.05.2017

Sale of shares

3,550

0.00

2,20,463

0.11

 

 

 

 

02.06.2017

Sale of shares

9,800

0.00

2,10,663

0.11

 

 

 

 

09.06.2017

Sale of shares

250

0.00

2,10,413

0.11

 

 

 

 

16.06.2017

Sale of shares

400

0.00

2,10,013

0.11

 

 

 

 

23.06.2017

Purchase of shares

4,300

0.00

2,14,313

0.11

 

 

 

 

30.06.2017

Sale of shares

15,850

0.01

1,98,463

0.10

 

 

 

 

07.07.2017

Purchase of shares

1,601

0.00

2,00,064

0.10

 

 

 

 

14.07.2017

Sale of shares

1

0.00

2,00,063

0.10

 

 

 

 

21.07.2017

Sale of shares

1,030

0.00

1,99,033

0.10

 

 

 

 

28.07.2017

Sale of shares

4,995

0.00

1,94,038

0.10

 

 

 

 

08.09.2017

Sale of shares

3,675

0.00

1,90,363

0.10

 

 

 

 

13.09.2017

Sale of shares

10,200

0.01

1,80,163

0.09

 

 

 

 

15.09.2017

Purchase of shares

3,401

0.00

1,83,564

0.09

 

 

 

 

22.09.2017

Purchase of shares

5,998

0.00

1,89,562

0.09

 

 

 

 

30.09.2017

Sale of shares

2,299

0.00

1,87,263

0.09

 

 

 

 

13.10.2017

Purchase of shares

10,000

0.01

1,97,263

0.10

 

 

 

 

20.10.2017

Sale of shares

6,100

0.00

1,91,163

0.10

 

 

 

 

27.10.2017

Sale of shares

4,769

0.00

1,86,394

0.10

 

 

 

 

31.10.2017

Sale of shares

15,000

0.01

1,71,394

0.09

 

 

 

 

10.11.2017

Sale of shares

1,200

0.00

1,70,194

0.09

 

 

 

 

17.11.2017

Purchase of shares

9,595

0.00

1,79,789

0.09

 

 

 

 

24.11.2017

Sale of shares

5,595

0.00

1,74,194

0.09

 

 

 

 

08.12.2017

Purchase of shares

2,000

0.00

1,76,194

0.09

 

 

 

 

15.12.2017

Purchase of shares

500

0.00

1,76,694

0.09

 

 

 

 

29.12.2017

Purchase of shares

5,000

0.00

1,81,694

0.09

 

 

 

 

12.01.2018

Purchase of shares

66,776

0.03

2,48,470

0.12

 

 

 

 

19.01.2018

Purchase of shares

5,18,424

0.27

7,66,894

0.39

 

 

 

 

26.01.2018

Sale of shares

8,000

0.00

7,58,894

0.39

 

 

 

 

02.02.2018

Purchase of shares

7,56,500

0.38

15,15,394

0.77

 

 

 

 

16.03.2018

Purchase of shares

7,000

0.00

15,22,394

0.77

 

 

 

 

23.03.2018

Sale of shares

53,800

0.02

14,68,594

0.75

 

 

 

 

30.03.2018

Sale of shares

1,48,200

0.07

13,20,394

0.68

 

 

 

 

31.03.2018

At the end of the year

-

-

13,20,394

0.68

 

 

 

 

 

 

 

 

 

 

4

MILLENNIUM STOCK

3,05,000

0.15

 

 

 

 

3,05,000

0.15

 

BROKING PVT. LTD.

 

 

03.11.2017

Sale of shares

1,05,000

0.05

2,00,000

0.10

 

 

 

 

10.11.2017

Sale of shares

25,480

0.01

1,74,520

0.09

 

 

 

 

24.11.2017

Purchase of shares

40,000

0.02

2,14,520

0.11

 

 

 

 

01.12.2017

Sale of shares

5,520

0.00

2,09,000

0.11

 

 

 

 

15.12.2017

Purchase of shares

16,000

0.01

2,25,000

0.12

 

 

 

 

22.12.2017

Purchase of shares

1,55,000

0.08

3,80,000

0.20

 

 

 

 

29.12.2017

Purchase of shares

2,20,000

0.11

6,00,000

0.31

 

 

 

 

12.01.2018

Sale of shares

1,50,000

0.08

4,50,000

0.23

 

 

 

 

19.01.2018

Purchase of shares

1,80,000

0.09

6,30,000

0.32

 

 

 

 

23.02.2018

Sale of shares

2,572

0.00

6,27,428

0.32

 

 

 

 

02.03.2018

Purchase of shares

2,572

0.00

6,30,000

0.32

 

 

 

 

31.03.2018

At the end of the year

-

-

6,30,000

0.32

 

SI. No.

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Date

Reason

Increase/ Decrease in shareholding

Cumulative shareholding during the year

 

 

No. of shares

% of total shares of the Company

 

 

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

5

MIRA SENGAR

5,01,500

0.26

 

 

 

 

5,01,500

0.26

 

 

 

 

22.12.2017

Purchase of shares

500

0.00

5,02,000

0.26

 

 

 

 

31.03.2018

At the end of the year

-

-

5,02,000

0.26

 

 

 

 

 

 

 

 

 

 

6

KlRAN SUZANNE COELHO

4,41,895

0.23

 

 

 

 

4,41,895

0.23

 

 

 

 

12.05.2017

Purchase of shares

58,105

0.03

5,00,000

0.26

 

 

 

 

31.03.2018

At the end of the year

-

-

5,00,000

0.26

 

 

 

 

 

 

 

 

 

 

7

SADHU RAM GUPTA

90,000

0.05

 

 

 

 

90,000

0.05

 

 

 

 

06.10.2017

Purchase of shares

60,000

0.03

1,50,000

0.08

 

 

 

 

13.10.2017

Purchase of shares

50,000

0.03

2,00,000

0.11

 

 

 

 

10.11.2017

Purchase of shares

1,10,000

0.05

3,10,000

0.16

 

 

 

 

17.11.2017

Purchase of shares

55,884

0.03

3,65,884

0.19

 

 

 

 

24.11.2017

Purchase of shares

1,34,116

0.07

5,00,000

0.26

 

 

 

 

31.03.2018

At the end of the year

-

-

5,00,000

0.26

 

 

 

 

 

 

 

 

 

 

8

LATIN MANHARLAL

1,00,000

0.05

 

 

 

 

1,00,000

0.05

 

SECURITIES PVT. LTD.

 

 

06.10.2017

Purchase of shares

4,04,000

0.21

5,04,000

0.26

 

 

 

 

27.10.2017

Purchase of shares

1,48,773

0.07

6,52,773

0.33

 

 

 

 

03.11.2017

Sale of shares

1,02,773

0.05

5,50,000

0.28

 

 

 

 

10.11.2017

Sale of shares

1,00,000

0.05

4,50,000

0.23

 

 

 

 

05.01.2018

Purchase of shares

1,62,400

0.08

6,12,400

0.31

 

 

 

 

26.01.2018

Sale of shares

1,11,400

0.06

5,01,000

0.25

 

 

 

 

02.02.2018

Sale of shares

27,247

0.01

4,73,753

0.24

 

 

 

 

31.03.2018

At the end of the year

-

-

4,73,753

0.24

 

 

 

 

 

 

 

 

 

 

9

SARAVANAN

87,000

0.04

 

 

 

 

87,000

0.04

 

SIVARAMALINGAM

 

 

07.07.2017

Purchase of shares

41,000

0.02

1,28,000

0.06

 

 

 

 

14.07.2017

Purchase of shares

28,008

0.01

1,56,008

0.07

 

 

 

 

21.07.2017

Purchase of shares

23,992

0.01

1,80,000

0.08

 

 

 

 

30.03.2018

Purchase of shares

2,86,570

0.16

4,66,570

0.24

 

 

 

 

31.03.2018

At the end of the year

-

-

4,66,570

0.24

 

 

 

 

 

 

 

 

 

 

10

KIRTIKA PRAFUL JAVERI

4,53,739

0.23

 

 

 

 

4,53,739

0.23

 

 

 

 

31.03.2018

At the end of the year

-

-

4,53,739

0.23

 

 

 

 

 

 

 

 

 

 

11

SHYAMADEVI

8,89,224

0.45

 

 

 

 

8,89,224

0.45

 

OMPRAKASH AGRAWAL

 

 

08.09.2017

Sale of shares

4,56,309

0.23

4,32,915

0.22

 

 

 

 

14.09.2017

Sale of shares

20,000

0.01

4,12,915

0.21

 

 

 

 

20.10.2017

Sale of shares

2,05,500

0.10

2,07,415

0.11

 

 

 

 

01.12.2017

Sale of shares

1,14,815

0.06

92,600

0.05

 

 

 

 

31.03.2018

At the end of the year

-

-

92,600

0.05

 

SI. No.

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Date

Reason

Increase/ Decrease in shareholding

Cumulative shareholding during the year

 

 

No. of shares

% of total shares of the Company

 

 

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

12

PRATIBHUTI VINIHIT

4,95,000

0.25

 

 

 

 

4,95,000

0.25

 

 

 

 

06.10.2017

Sale of shares

1,08,566

0.05

3,86,434

0.20

 

 

 

 

13.10.2017

Sale of shares

3,03,503

0.16

82,931

0.04

 

 

 

 

10.11.2017

Sale of shares

27,921

0.01

55,010

0.03

 

 

 

 

31.03.2018

At the end of the year

-

-

55,010

0.03

 

 

 

 

 

 

 

 

 

 

13

BMA WEALTH CREATORS

11,01,354

0.56

 

 

 

 

11,01,354

0.56

 

 

 

 

14.04.2017

Purchase of shares

1,000

0.00

11,02,354

0.56

 

 

 

 

21.04.2017

Purchase of shares

1,10,943

0.06

12,13,297

0.62

 

 

 

 

19.05.2017

Sale of shares

5,77,743

0.30

6,35,554

0.32

 

 

 

 

26.05.2017

Sale of shares

23,257

0.01

6,12,297

0.31

 

 

 

 

02.06.2017

Purchase of shares

1,000

0.00

6,13,297

0.31

 

 

 

 

09.06.2017

Sale of shares

1,000

0.00

6,12,297

0.31

 

 

 

 

23.06.2017

Purchase of shares

1,050

0.00

6,13,347

0.31

 

 

 

 

14.07.2017

Purchase of shares

1,500

0.00

6,14,847

0.31

 

 

 

 

28.07.2017

Sale of shares

2,03,902

0.10

4,10,945

0.21

 

 

 

 

04.08.2017

Sale of shares

1,550

0.00

4,09,395

0.21

 

 

 

 

01.09.2017

Sale of shares

3,00,556

0.15

1,08,839

0.06

 

 

 

 

08.09.2017

Sale of shares

500

0.00

1,08,339

0.06

 

 

 

 

15.09.2017

Sale of shares

1,00,000

0.05

8,339

0.01

 

 

 

 

22.09.2017

Purchase of shares

24,996

0.01

33,335

0.02

 

 

 

 

30.09.2017

Purchase of shares

10,000

0.00

43,335

0.02

 

 

 

 

13.10.2017

Purchase of shares

1,000

0.00

44,335

0.02

 

 

 

 

27.10.2017

Sale of shares

2,000

0.00

42,335

0.02

 

 

 

 

03.11.2017

Purchase of shares

7,500

0.00

49,835

0.02

 

 

 

 

22.12.2017

Purchase of shares

2,000

0.00

51,835

0.02

 

 

 

 

12.01.2018

Purchase of shares

2,52,020

0.13

3,03,855

0.15

 

 

 

 

19.01.2018

Sale of shares

1,000

0.00

3,02,855

0.15

 

 

 

 

26.01.2018

Sale of shares

10,000

0.00

2,92,855

0.15

 

 

 

 

02.02.2018

Sale of shares

2,51,020

0.13

41,835

0.02

 

 

 

 

31.03.2018

At the end of the year

-

-

41,835

0.02

 

 

 

 

 

 

 

 

 

 

14

AROMA PLANTATION PVT

55,73,614

2.85

 

 

 

 

55,73,614

2.85

 

 

 

 

17.11.2017

Sale of shares

20,00,000

1.02

35,73,614

1.83

 

 

 

 

08.12.2017

Sale of shares

20,00,000

1.02

15,73,614

0.81

 

 

 

 

22.12.2017

Sale of shares

15,73,614

0.81

0

0.00

 

 

 

 

31.03.2018

At the end of the year

-

-

0

0.00

 

SI. No.

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Date

Reason

Increase/ Decrease in shareholding

Cumulative shareholding during the year

 

No. of shares

% of total shares of the Company

 

 

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

15

SARANG SECURITIES

20,70,000

1.06

 

 

 

 

20,70,000

1.06

 

 

 

 

13.10.2017

Sale of shares

20,70,000

1.06

0

0.00

 

 

 

 

31.03.2018

At the end of the year

-

-

0

0.00

 

 

 

 

 

 

 

 

 

 

16

ARYAVRAT SAVINGS

6,00,000

0.30

 

 

 

 

6,00,000

0.30

 

 

 

 

12.05.2017

Sale of shares

4,00,000

0.20

2,00,000

0.10

 

 

 

 

09.06.2017

Sale of shares

2,00,000

0.10

0

0.00

 

 

 

 

31.03.2018

At the end of the year

-

-

0

0.00

 

 

 

 

 

 

 

 

 

 

17

CUTTING EDGE

6,00,000

0.30

 

 

 

 

6,00,000

0.30

 

 

 

 

04.08.2017

Sale of shares

6,00,000

0.30

0

0.00

 

 

 

 

31.03.2018

At the end of the year

-

-

0

0.00

 

 

 

 

 

 

 

 

 

 

18

ANIL KUMAR

4,65,144

0.24

 

 

 

 

4,65,144

0.24

 

 

 

 

16.06.2017

Sale of shares

62,225

0.03

4,02,919

0.21

 

 

 

 

23.06.2017

Sale of shares

90,010

0.05

3,12,909

0.16

 

 

 

 

30.06.2017

Sale of shares

2,70,183

0.14

42,726

0.02

 

 

 

 

07.07.2017

Sale of shares

42,726

0.02

0

0.00

 

 

 

 

31.03.2018

At the end of the year

-

-

0

0.00

(v) Shareholding of Directors & Key Managerial Personnel:

R. K. Saraf

Shareholding at the beginning of the year

Cumulative Shareholding during the year

 

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

At the beginning of the year

2256

0.00

2256

0.00

Date wise Increase/ Decrease in Share holding

NIL

NIL

2256

0.00

during the year specifying the reasons for increase/

 

 

 

 

decrease (e.g. allotment/transfer/ bonus/ sweat equity etc):

 

 

 

 

At the End of the year

2256

0.00

2256

0.00

Ashim Saraf

 

 

 

 

At the beginning of the year

17008

0.01

17008

0.01

Date wise Increase/ Decrease in Share holding

NIL

NIL

17008

0.01

during the year specifying the reasons for increase/

 

 

 

 

decrease (e.g. allotment/transfer/ bonus/ sweat equity etc):

 

 

 

 

At the End of the year

17008

0.01

17008

0.01

 

 

Shareholding at the beginning of the year

Cumulative Shareholding during the year

 

No. of shares

% of total shares of the Company

No. of shares

 

% of total shares of the Company

2507354

1.28

2507354

 

1.28

NIL

NIL

2507354

 

1.28

 

 

 

 

 

decrease (e.g. allotment/transfer/ bonus/ sweat equity etc):

 

 

 

 

At the End of the year

2507354

1.28

2507354

1.28

 

A. S. Kapre

At the beginning of the year

150000

0.08

150000

0.08

Date wise Increase/ Decrease in Share holding

NIL

NIL

150000

0.08

during the year specifying the reasons for increase/

 

 

 

 

decrease (e.g. allotment/transfer/ bonus/ sweat equity etc):

 

 

 

 

At the End of the year

150000

0.08

150000

0.08

 

Rohit Saraf

At the beginning of the year

872669

0.45

872669

0.45

Date wise Increase/ Decrease in Share holding

NIL

NIL

872669

0.45

during the year specifying the reasons for increase/

 

 

 

 

decrease (e.g. allotment/transfer/bonus/sweat equity etc):

 

 

 

 

At the End of the year

872669

0.45

872669

0.45

 

S. S. Sharma

At the beginning of the year

7992

0.00

7992

0.00

Date wise Increase/ Decrease in Share holding

NIL

NIL

7992

0.00

during the year specifying the reasons for increase/

 

 

 

 

decrease (e.g. allotment/transfer/bonus/sweat equity etc):

 

 

 

 

At the End of the year

7992

0.00

7992

0.00

V. Indebtedness

(Rs. in Lacs)

 

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount

6939.60

1800.00

0

8739.60

ii) Interest due but not paid

0

3.91

0

3.91

iii) Interest accrued but not due

1706.77

0

0

1706.77

Total (i+ii+iii)

8646.37

1803.91

0

10450.28

Change in Indebtedness during the financial year

(i) Addition

0

0

2020.55

2020.55

(ii) Reduction

1099.65

1803.91

0

2903.56

Net Change

-1099.65

-1803.91

2020.55

-883.01

Indebtedness at the end of the financial year

i) Principal Amount

4851.32

0

1994.88

6846.20

ii) Interest due but not paid

0

0

0

0

iii) Interest accrued but not due

2695.40

0

25.67

2721.07

Total (i+ii+iii)

7546.72

0

2020.55

9567.27

Indebtedness of the Company including interest outstanding/accrued but not due for payment

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(Rs. in Lacs)

SI. No.

Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount

 

R K Saraf

Ashim Saraf

Anurag Saraf

1

Gross Salary (a) Salary as per provisions contained in Section 17(1 ) of the Income-tax Act, 1961

15.55

15.55

14.95

46.05

 

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961

0

1.70

2.32

4.02

 

(c) Profits in lieu of salary under Section 17(3) of the Income tax Act, 1961

 

 

 

 

2

Stock Option

-

-

-

-

3

Sweat Equity

-

-

-

-

4

Commission - as % of profit

-

-

-

-

 

- others, specify...

-

-

 

 

5

Others, please specify

-

-

-

-

 

Total (A)

15.55

17.25

17.27

50.07

 

Ceiling as per the Act

 

B. Remuneration to other directors:

(in Rs)

SI No.

Particulars of Remuneration

Name of Directors

Total Amount

 

Mr Rohit Saraf

Mr AS Kapre

Mr KJ Reddy

Mr PVR K Prasad

Mrs Urmila Gupta

Mr K L Mehrotra

 

Independent Directors

 

 

 

 

 

 

 

 

Fee for attending Board/ Committee meetings

NIL

60000

30000

20000

40000

75000

225000

 

Commission

NIL

NIL

NIL

NIL

NIL

NIL

NIL

 

Others, please specify

NIL

NIL

NIL

NIL

NIL

NIL

NIL

 

Total(1)

NIL

60000

30000

20000

40000

75000

225000

 

Other Non-Executive Directors

 

 

 

 

 

 

 

 

Fee for attending Board/ Committee meetings

20000

NIL

NIL

NIL

NIL

NIL

20000

 

Commission

NIL

NIL

NIL

NIL

NIL

NIL

NIL

 

Others, please specify

NIL

NIL

NIL

NIL

NIL

NIL

NIL

 

Total(2)

20000

NIL

NIL

NIL

NIL

NIL

20000

 

Total (B) = (1+2)

20000

60000

30000

20000

40000

75000

245000

 

Total Managerial Remuneration

 

 

 

 

 

 

245000

 

Overall Ceiling as per the Act

 

 

 

 

 

 

 

C. Remuneration to Key Managerial Personnel other than MD/WTD/MANAGER

(Rs. in Lacs)

SI No.

Particulars of Remuneration

Key Managerial Personnel

Dy. CFO/Company Secretary

Total

1

Gross Salary (a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

31.76

31.76

 

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961

3.96

3.96

 

(c) Profits in lieu of salary under Section 17(3) of the Income- tax Act, 1961

-

-

2

Stock Option

-

-

3

Sweat Equity

-

-

4

Commission

-

-

 

- as % of profit

-

-

 

-others, specify...

-

-

5

Others, please specify

-

-

 

Total

35.72

35.72

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

 

Type

Section of the Companies Act

Brief Description

Details of Penalty/ Punishment/ Compounding fees imposed

Authority [RD/ NCLT/ COURT]

Appeal made, if any (give Details)

A.

Company

 

 

 

 

 

 

Penalty

NIL

Not Applicable

NIL

Not Applicable

Not Applicable

 

Punishment

NIL

Not Applicable

NIL

Not Applicable

Not Applicable

 

Compounding

NIL

Not Applicable

NIL

Not Applicable

Not Applicable

B.

Directors

 

 

 

 

 

 

Penalty

NIL

Not Applicable

NIL

Not Applicable

Not Applicable

 

Punishment

NIL

Not Applicable

NIL

Not Applicable

Not Applicable

 

Compounding

NIL

Not Applicable

NIL

Not Applicable

Not Applicable

C.

Other Officers in Default

 

 

 

 

 

 

Penalty

NIL

Not Applicable

NIL

Not Applicable

Not Applicable

 

Punishment

NIL

Not Applicable

NIL

Not Applicable

Not Applicable

 

Compounding

NIL

Not Applicable

NIL

Not Applicable

Not Applicable

Annexure-2

FORM AOC - 1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of Subsidiaries/Associate Companies

(Rs. in Lacs)

1

SI. No.

1

2

3

4

5

6

7

2

Name of subsidiary

Best Minerals Ltd.

FAL Power Ventures Pvt. Ltd.

Facor Electric Ltd.

Facor Minerals Pte. Ltd.

Facor Minerals (Netherlands) B.V.

Facor Turkkrom Mining (Netherlands) B.V

Cati Madencilik Ithalat Ve Ihracat A.S

3

The date since when subsidiary was acquired

01.04.03

05.04.11

26.08.10

13.10.11

29.06.12

01.03.13

01.03.13

 

 

 

 

 

Refer below Note

No. 2

 

4

Reporting period for the subsidiary concerned, if different from the holding company's reporting period

 

 

 

 

 

 

 

5

Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries

 

 

 

US$ 65.01

US$ 65.01

US$ 65.01

US$ 65.01

6

Share Capital

5.00

1.00

5.00

352.99

1496.22

1430.22

609.12

7

Reserves & Surplus

(10.84)

(1158.29)

(311.40)

8.14

(8610.03)

(138.32)

(1433.72)

8

Total Assets

0.27

47.04

1.97

379.34

1328.37

1349.32

1328.59

9

Total Liabilities

0.27

47.04

1.97

379.34

1328.37

1349.32

1328.59

10

Investments

0.01

-

-

-

-

1310.16

-

11

Turnover

-

-

-

-

-

-

-

12

Profit before taxation

(0.18)

(0.18)

(0.19)

(6.84)

(248.48)

(20.79)

(197.60)

13

Provision for taxation

-

-

-

1.82

2.00

-

-

14

Profit after taxation

(0.18)

(0.18)

(0.19)

(8.66)

(250.49)

(20.79)

(197.60)

15

Proposed Dividend

-

-

-

-

-

-

-

16

% of shareholding

100%

100%

100%

100%

93.48%

51%

51%

1. Notes : Following are the names of subsidiaries which are yet to commence operations: i) FAL Power Ventures Pvt. Ltd.

ii) Facor Electric Limited

iii) Facor Minerals Pte Ltd.

iv) Facor Minerals (Netherlands) B.V.

v) Facor Turkkrom Mining (Netherlands) B.V. (Subsidiary of Facor Minerals (Netherlands) B.V.)

vi) Cati Madencilik Ithalat Ve Ihracat A.S. (wholly owned subsidiary of Facor Turkkrom Mining (Netherlands) B.V.)

2. Financial information is based on unaudited results.

3. Names of subsidiaries which have been liquidated or sold during the year N.A.

ANNEXURE-3

NOMINATION AND REMUNERATION POLICY

Effective from 1st April, 2014

Introduction:

In pursuance of the Company's policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel (KMP) and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 and the listing agreement as amended from time to time this policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Committee and approved by the Board of Directors.

I Objectives

The objective and purpose of this policy are:

a) To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

b) To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies, in the Ferro Alloys industry.

c) To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel.

d) To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

e) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

In the context of the aforesaid criteria the following policy has been formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors at its meeting held on 13th February, 2015.

II Effective Date:

This policy shall be effective from the date of adoption by the Board of Directors of the Company.

III Constitution of the Nomination and Remuneration Committee:

The Board has changed the nomenclature of Remuneration Committee constituted earlier by renaming it as Nomination and Remuneration Committee on 6th May, 2014. The Nomination and Remuneration Committee comprises of following Directors:

Sr. No.

Name

Position

1.

Mr. K.L. Mehrotra

Chairman

2.

Mr. A. S. Kapre

Member

The Board has the power to reconstitute the Committee consistent with the Company's policy and applicable statutory requirement.

IV Definitions

a) Board means Board of Directors of the Company.

b) Directors mean Directors of the Company.

c) Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.

d) Company means Facor Alloys Limited.

e) Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.

f) Key Managerial Personnel (KMP) means-(i) Chairman and Managing Director

(ii) Managing Director;

(iii) Joint Managing Director;

(iv) Director (Finance) cum Chief Financial Officer;

(v) Company Secretary;

g) Senior Management personnel means personnel of the Company occupying the position of Chief Executive (CE) of any unit/division of the Company.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

V Applicability

The Policy is applicable to

a) Directors (Executive and Non Executive)

b) Key Managerial Personnel

c) Senior Management Personnel

VI General

a) This Policy is divided in three parts viz.,

Part - A covers the matters to be dealt with and recommended by the Committee to the Board,

Part - B covers the appointment and nomination; and

Part - C covers remuneration and perquisites etc.

b) The key features of this Company's policy shall be included in the Board's Report.

PART - A

Matters to be dealt with, perused and recommended to the Board by Nomination and Remuneration Committee

The Committee shall:

i) Formulate the criteria for determining qualifications, positive attributes and independence of a director.

ii) Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

iii) Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

PART -B

Policy for appointment and Removal of Director, KMP and Senior Management

i) Appointment criteria and qualifications:

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.

c) The Company shall not appoint of any person as Whole-time Director who has attained the age seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement to be annexed to the notice for such motion indicating the justification for appointment, extension of appointment beyond seventy years.

ii) Term / Tenure:

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves, is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company.

c) Evaluation:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel and submit the same to the Board of Directors.

d) Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

e) Retirement:

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

f) Board Diversity:

The Board of the Company may consciously be drawn in a manner that at least one director from each of the following field is on the Board of the Company.

1. Banking and finance,

2. Legal and general administration,

3. Any other field as may be decided by the Nomination and Remuneration Committee of the Company.

PART -C

Policy relating to the remuneration for the Wholetime Director, KMP and Senior Management Personnel

a) General:

i) The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

ii) The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the provisions of the Companies Act, 2013, and the rules made thereunder.

iii) Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director. Increments will be effective from 1st January/1st April/1st July, as applicable in respect of a Whole-time Director and 1st January/1st July in respect of other employees of the Company.

iv) Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

b) Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:

i) Fixed pay:

The Whole-time Director / KMP and Senior Management Personnel shall be eligible for a monthly remuneration (with suitable grade) as may be approved by the Board on the recommendation of the Committee. The break up of the pay scale and quantum of perquisites and allowances including, employer's contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

ii) Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

iii) Provisions for excess remuneration:

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

c) Remuneration to Non- Executive / Independent Director:

i) Remuneration / Commission:

The remuneration / commission shall be fixed as per the provisions of the Companies Act, 2013 and the rules made thereunder.

ii) Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the amount prescribed by the Central Government from time to time.

iii) Commission:

Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company to each Whole-time Director of the Company, computed as per the applicable provisions of the Companies Act, 2013.

iv) Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

VII Review

This policy shall be reviewed at a minimum at least every year to ensure it meets the requirements of legislation and the needs of organization.

In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.

Annexure-4

Particulars required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014:

ANNEXURE 'A' TO THE DIRECTORS' REPORT

Additional information as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

A. CONSERVATION OF ENERGY

a)

Measures taken

: LED lighting was replaced in phased manner in some part of the plant

b)

Additional investment and proposals, if any, being implemented for reduction of consumption of energy

No such proposal.

c)

Impact of measures at (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods

Not measurable

d)

Total energy consumption and energy consumption per unit of production in prescribed form 'A'

Form "A" is inapplicable to Ferro Alloys Industry

B. TECHNOLOGY ABSORPTION

Research and development

a.

Specific areas in which R & D carried out

NIL

b.

Benefits derived as a result of above R & D

NIL

c.

Future plan of action

NIL

d.

Expenditure on Research & Development

NIL

e.

Technology absorption, adaptation and innovation :

 

 

i) Efforts, in brief, made towards Technology absorption, adaptation and innovation

Nil

 

ii) Benefits derived as a result of above efforts

Nil

 

iii) Information regarding technology imported during the last five years

Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

1)

Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans

Directors undertake foreign travelling to be in constant touch with the overseas market.

2)

Total Foreign Exchange used and earned (2017-2018)

(Rs in Lacs)

 

i) CIF value of imports

-

 

ii) Expenditure in Foreign Currency

69.21

 

iii) Foreign Exchange earned

2980.17

 

 

On behalf of Board of Directors,

Place : Noida (UP.)

R. K. SARAF

Dated: 11th August, 2018

Chairman & Managing Director

ANNEXURE-5

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31STMARCH, 2018

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014]

To,

The Members, Facor Alloys Limited,

CIN L27101AP2004PLC043252 Shreeramnagar, P.O. Garividi, Vizianagaram - 535101

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Facor Alloys Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and amendments from time to time; (Not applicable to the Company during the audit period)

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the audit period)

(vi) Other laws specifically applicable to the Company namely:

a. Mines Act, 1952

b. Mines Rules, 1955

c. Mines and Minerals (Development & Regulation) Act, 1957

d. A.P. Minerals (Prevention of Theft, Smuggling& Illegal Mining and Regulation of Possession, Storage, Trading and Transportation) Rules, 2007

e. Metalliferous Mines Regulations, 1961

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings.

(ii) The Listing Agreement entered into by the Company with BSE Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Woman Director. The change in the composition of the Board of Directors that took place during the period under review was carried out in compliance with the provisions of the Act.

Adequate notice was given to all directors to schedule the Board/Committee Meetings, agenda was sent at least generally seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings were taken unanimously.

I further report that, based on the information provided by the Company, its officers and authorized representatives during the conduct of the audit, and also on the review of quarterly compliance reports by respective department heads

/ Company Secretary / CEO taken on record by the Board of Directors of the Company, in my opinion, adequate systems, processes and control mechanism exist in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations, guidelines and standards.

I further report that during the audit period no events occurred which had bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines etc.

 

For Umesh Chand Sharma & Co.,

 

Company Secretaries

 

Umesh Chand Sharma

Place: New Delhi

(Proprietor)

Date: 26-07-2018

ACS No. 8522; C.P No. 2386

Note: This report is to be read with my letter of even date which is annexed as 'ANNEXURE A and forms an integral part of this report.

'ANNEXURE A'

To,

The Members,

Facor Alloys Limited,

Shreeramnagar, P.O. Garividi,

Vizianagaram - 535101

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, Standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

 

For Umesh Chand Sharma & Co.,

 

Company Secretaries

 

Umesh Chand Sharma

Place: New Delhi

(Proprietor)

Date: 26-07-2018

ACS No. 8522; C.P No. 2386

 


Mar 31, 2016

DIRECTORS’ REPORT TO THE MEMBERS

The Directors submit the THIRTEENTH ANNUAL REPORT on the business and operations of the Company and the Audited Statements of Accounts for the year ended 31st March, 2016.

FINANCIAL RESULTS

For the year

For the year

ended

ended

31-3-2016

31-3-2015

(Rs, in Lacs)

(Rs, in Lacs)

Gross Profit/(Loss)

(1961.11)

(1739.20)

Depreciation

301.84

291.60

Provision for taxation

—

—

Tax for earlier years

0.32

(24.78)

Deferred Tax

(839.67)

(1198.66)

Net Profit/(Loss) for the year

(1423.60)

(807.36)

Balance brought forward

(1456.72)

(649.36)

from last year

Balance Carried to Balance Sheet

(2880.32)

(1456.72)

OVERALL PERFORMANCE

As mentioned in the last year''s Annual Report, a lock out was declared in the plant w.e.f. 04th February, 2014 due to labour unrest. As per directions of the State Government though the lock out was uplifted w.e.f. 26th December, 2014 but the production activities are yet to be resumed. As a result of this during the financial year 2015-16 also there was no production/no sale except some minor off grade/other material sales. Due to fixed overheads company has incurred a loss of Rs, 1423.60 lacs net of write back of deferred tax and income on sale of fixed assets including interest income of Rs, 839.67 lacs and Rs, 861.22 lacs respectively.

DIVIDEND

In view of the losses during the year, the Directors regret their inability to recommend any dividend for the financial year ended 31st March 2016 on Equity Shares of the company.

EROSION OF MORE THAN 50% OF PEAK NET WORTH

As mentioned above the production activities are yet to be resumed. Due to non operation of the plant since 4th February, 2014 the fund flow position of the company is in very bad shape. The accumulated losses of the Company as at 31st March, 2016 amounting to Rs, 2880.32 lacs has resulted in erosion of more than 50% of its peak net worth during the four financial years immediately preceding the financial year. Hence as per the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 the Company has become a ''Potential Sick Company''. As per provisions of Section 23 of the Sick Industrial Companies (Special Provisions) Act, 1985, the Company has to report the fact of such erosion to the Board for Industrial and Financial Reconstruction (BIFR).

EXTRACT OF THE ANNUAL RETURN

An extract of annual return for the financial year ended on 31st March, 2016 in Form MGT-9 pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached as Annexure-1.

NUMBER OF MEETINGS OF THE BOARD

The Board met four times in FY 2015-16 viz. on 30th May 2015, 8th August 2015, 7th November 2015 and 12th February 2016. The maximum interval between any two meetings did not exceed 120 days.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

Pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company''s Subsidiaries and Associates'' (in amended Form AOC-1) is attached to the financial statements as Annexure-2. The company will make available the Annual Accounts of the subsidiary companies and related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the Company and that of the respective subsidiary companies as well will also be kept open for inspection at the Registered Office of the Company. Further, the Consolidated Financial Statements presented by the Company include the financial results of the subsidiary companies.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to provisions under Section 134 (5) of the Companies Act, 2013, your Directors hereby confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards read with requirements set out under schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss for the year under consideration;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) that they have prepared the annual accounts of the Company for the financial year ended 31st March, 2016 on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that they had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have given declaration that they meet the criteria specified under Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-Section (3) of Section 178, is attached as Annexure-3 to this Report.

AUDITORS AND AUDITORS’ REPORT Statutory Auditors: The Auditors'' Report to the Shareholders for the year under review does not contain any qualification. Secretarial Auditor: There are no qualifications, reservations or adverse remarks or disclaimers made in the Secretarial Audit Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not provided any guarantee during the Financial Year. The Company has made following Loan and investment pursuant to Section 186 of the Companies Act, 2013:

Name of the entity

Relation

Amount Rs, in Crore

Particulars of loans, guarantees and investments

Purpose for which the loan, guarantee and investment are proposed to be utilized

Facor Minerals (Netherlands) B.V

Subsidiary

66.47

Loan given

To meet out business commitments

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contracts/arrangements/transactions which are not at arm''s length basis and there are no material contracts/ arrangements/transactions which are at arm''s length basis.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER CLOSE OF THE FINANCIAL YEAR

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in Annexure-4 hereto forming part of this report.

RISK MANAGEMENT POLICY

The Company''s Risk Management framework is designed to identify, assess and monitor various risks related to key business and strategic objectives and lead to the formulation of a mitigation plan. Major risks in particular are monitored regularly at Executive meetings and the Board of Directors of the Company is kept abreast of such issues.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formed a Committee and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company at the Board Meeting held on 29th May,

2014 approved a Policy on CSR and the Policy was hosted on the website of the Company.

Company is not having average net profits in the immediately preceding three years.

ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards'' performance, Performance of the Chairman and other No independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director).

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

FINANCE

The Company has not invited any deposit from public during the year.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year under review there were no employees receiving remuneration of or in excess of '' 60,00,000/- per annum or '' 5,00,000/- per month requiring disclosure. 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 provided in the Annexure forming part of the Annual Report. Having regard to the provisions of Section 136 (1) read with its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Ashim Saraf, Joint Managing Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment.

Mr. Rohit Saraf was appointed as Additional Director on the Board with effect from 12th August, 2016. Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Director.

The Company has formulated a code of conduct for all members of the Board and Senior Management Personnel. All concerned members/executives have affirmed compliance with the said code.

SECRETARIAL AUDIT REPORT

The Company has appointed Mr. Umesh Chand Sharma of

Umesh Chand Sharma & Co., New Delhi, Company Secretaries to conduct secretarial audit and his Report on Company''s Secretarial Audit is appended to this Report as Annexure-5.

CORPORATE GOVERNANCE

Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee formed by the Board of Directors of the Company consists of Mr. K. Jayabharat Reddy, Mr. P.V.R.K. Prasad & Mr. A.S. Kapre who are Non-Executive Independent Directors of the Company and Mr. R.K. Saraf. Mr. K. Jayabharat Reddy is its Chairman. The Committee''s role, terms of reference and the authority and powers are in conformity with the requirement of the Companies Act, 2013 and the Listing Regulations.

AUDITORS

M/s Salve & Co., Chartered Accountants, the existing Auditors, will retire at the ensuing Annual General Meeting and are eligible for re-appointment. Based on the recommendation of the Audit Committee, the Board of Directors of the Company have proposed the appointment of M/s Salve & Co., Chartered Accountants, as the Auditors of the Company from the conclusion of the forthcoming 13th Annual General Meeting till the conclusion of the 14th Annual General Meeting. M/s Salve & Co., have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 141 of the Companies Act, 2013.

COST AUDITOR

Mr. Prakash Uppalapati, Cost Accountant has been appointed by the Board as Cost Auditor of the Company to conduct audit of cost records of the Company for the year ended 31st March 2017. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration payable to Mr. Prakash Uppalapati.

The due date for filing of the Cost Audit Report for the financial year 2014-15 was 30th September, 2015. The Company has filed the Report with the Ministry of Corporate Affairs on 27-09-2015.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors place on record their gratitude for the support and co-operation received from Central and State Governments, Financial Institutions & Banks, Customers, Suppliers and Shareholders and for their continued support. The Board also expresses its sincere appreciation to the dedicated and committed team of employees and workmen.

On behalf of Board of Directors,

Place : Noida (U.P) R.K. SARAF

Dated : 12th August, 2016 Chairman & Managing Director


Mar 31, 2015

DEAR MEMBERS,

The Directors submit the TWELFTH ANNUAL REPORT on the business and operations of the Company and the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

For the year For the year ended ended 31-3-2015 31-3-2014 (Rs. in Lacs) (Rs. in Lacs)

Gross Profit/(Loss) (1739.20) (1387.00)

Depreciation 291.60 329.25

Provision for taxation - -

Tax for earlier years (24.78) 0.26

Deferred Tax (1198.66) (69.80)

Net Profit/(Loss) for the year (807.36) (1646.71)

Balance brought forward (649.36) 997.35 from last year

Balance Carried to Balance Sheet (1456.72) (649.36)

OVERALL PERFORMANCE

As mentioned in the last year's Annual Report, a lock out was declared in the plant w.e.f. 04th February, 2014 due to labour unrest. As per directions of the State Government though the lock out was uplifted w.e.f. 26th December, 2014 but the production activities are yet to be resumed. As a result of this during the financial year 2014-15 there was no production/no sale except some minor depot sales. Due to fixed overheads company has incurred a loss of Rs. 807.36 net of write back of deferred tax and income on sale of fixed assets including interest income of Rs. 1198.66 Lacs and Rs. 1518.02 Lacs respectively.

DIVIDEND

In view of the losses during the year, the Directors regret their inability to recommend any dividend for the financial year ended 31st March 2015 on Equity Shares of the company.

STATE OF COMPANY'S AFFAIRS

As mentioned above the production activities are yet to be resumed. Due to non operation of the plant the fund flow position of the company is in very bad shape.

EXTRACT OF THE ANNUAL RETURN

An extract of annual return for the financial year ended on 31st March, 2015 in Form MGT-9 pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached as Annexure-1.

NUMBER OF MEETINGS OF THE BOARD

The Board met five times in FY 2014-15 viz. on 29th May, 2014, 26th July, 2014, 10th November, 2014, 29th December, 2014 and 13th February, 2015. The maximum interval between any two meetings did not exceed 120 days.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

Pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's Subsidiaries and Associates' (in Form AOC-1) is attached to the financial statements as Annexure-2. The company will make available the Annual Accounts of the subsidiary companies and related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the Company and that of the respective subsidiary companies as well will also be kept open for inspection at the Registered Office of the Company. Further, the Consolidated Financial Statements presented by the Company include the financial results of the subsidiary companies.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions under Section 134 (5) of the Companies Act, 2013, your Directors hereby confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards read with requirements set out under schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss for the year under consideration;

Name of the entity Relation Amount Rs. in Crore

Cati Madencilik, Ithalat Step down 10.16 (USD VeIhracat A.S. Subsidiary 1.6 Million)

Sarang Securities Ltd. N.A. 7.50

Facor Minerals Subsidiary 4.09 (Netherlands) B.V.

Name of the entity Particulars of loans, guarantees and investments

Cati Madencilik, Ithalat Guarantee given for availing VeIhracat A.S. loan from BOI, London

Sarang Securities Ltd. Loan given

Facor Minerals Investment in the (Netherlands) B.V. equity shares

Name of the entity Purpose for which the loan, guarantee and investment are proposed to be utilised

Cati Madencilik, Ithalat To secure the due repayment of VeIhracat A.S. loan together with interest

Sarang Securities Ltd. To meet out business commitments

Facor Minerals To meet the expenses/liabilities (Netherlands) B.V.

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) that they have prepared the annual accounts of the Company for the financial year ended 31st March, 2015 on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that they had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have given declaration that they meet the criteria specified under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-Section (3) of Section 178, is attached as Annexure-3 to this Report.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

The Auditors' Report to the Shareholders for the year under review does not contain any qualification.

Secretarial Auditor

There are no qualifications, reservations or adverse remarks or disclaimers made in the Secretarial Audit Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has provided following guarantee and made following Loan and investment pursuant to Section 186 of the Companies Act, 2013 :

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contracts/arrangements/transactions which are not at arm's length basis and there are no material contracts/arrangements/ transactions which are at arm's length basis.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER CLOSE OF THE FINANCIAL YEAR

A SBLC for USD 10 Million issued by Bank of India, Visakhapatnam in favour of Bank of India, Jersey for sanctioning a loan of USD 10 Million to Facor Minerals (Netherlands) B.V., an overseas subsidiary of the Company has been invoked. Company is approaching the BOI with a request to arrange to provide the time to the Company to pay back the guarantee invoked amount to the bank in instalments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in Annexure-4 hereto forming part of this report.

RISK MANAGEMENT POLICY

The Company's Risk Management framework is designed to identify, assess and monitor various risks related to key business and strategic objectives and lead to the formulation of a mitigation plan. Major risks in particular are monitored regularly at Executive meetings and the Board of Directors of the Company is kept abreast of such issues.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formed a Committee and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company at the Board Meeting held on 29th May, 2014 approved a Policy on CSR and the Policy was hosted on the website of the Company.

Company is not having average net profits in the immediately preceding three years.

ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards' performance, Performance of the Chairman and other Non-independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director).

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company. This Policy inter- alia provides a direct access to the Chairman of the Audit Committee.

Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

FINANCE

The Company has not invited any deposit from public during the year. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year under review there were no employees receiving remuneration of or in excess of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month requiring disclosure.

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 provided in the Annexure forming part of the Annual Report. Having regard to the provisions of Section 136 (1) read with its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. M. D. Saraf, Vice Chairman & Managing Director, Mr. Gautam Khaitan, Independent Director stepped down from the Board w.e.f. 26-07-2014 and 31-01-2015 respectively. Mr. Arye Berest ceased as a director of the company w.e.f. 22-04- 2015 due to his sudden demise. The Board wishes to place on record its deep sense of appreciation for the valuable contributions made by them to the Board and the Company during their tenure as Directors. Mr. Anurag Saraf, Joint Managing Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment.

Mrs. Urmila Gupta was appointed as Additional Director (Independent) on the Board with effect from 13th February, 2015. We seek your confirmation for appointment of Mrs. Urmila Gupta as Independent Director for a term upto five consecutive years i.e. from, 13th February, 2015 to 12th February, 2020 on non-rotational basis. Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Director and the period of her appointment.

The Company has formulated a code of conduct for all members of the Board and Senior Management Personnel. All concerned members/ executives have affirmed compliance with the said code.

At the Board Meeting held on 29th May, 2014 Mr. Ashim Saraf, Joint Managing Director, Mr. O. P. Saraswat, Dy. Chief Financial Officer and Mr. S. S. Sharma, Company Secretary were designated as "Key Managerial Personnel" of the Company pursuant to Sections 2 (51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SECRETARIAL AUDIT REPORT

The Company has appointed Mr. Nilesh Jain of N.V. Jain & Associates, Company Secretaries to conduct secretarial audit and his Report on Company's Secretarial Audit is appended to this Report as Annexure-5.

CORPORATE GOVERNANCE

Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee formed by the Board of Directors of the Company consists of Mr. K. Jayabharath Reddy, Mr. P.V.R.K. Prasad & Mr. A.S. Kapre who are Non-Executive Independent Directors of the Company and Mr. R.K. Saraf. Mr. K. Jayabharath Reddy is its Chairman. The Committee's role, terms of reference and the authority and powers are in conformity with the requirement of the Companies Act, 2013 and the Listing Agreement.

AUDITORS

M/s Salve & Co., Chartered Accountants, the existing Auditors, will retire at the ensuing Annual General Meeting and are eligible for re- appointment. Based on the recommendation of the Audit Committee, the Board of Directors of the Company have proposed the appointment of M/s Salve & Co., Chartered Accountants, as the Auditors of the Company from the conclusion of the forthcoming 12th Annual General Meeting till the conclusion of the 14th Annual General Meeting. M/s Salve & Co., have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 141 of the Companies Act, 2013.

COST AUDITOR

Mr. Prakash Uppalapati, Cost Accountant has been appointed by the Board as Cost Auditor of the Company to conduct audit of cost records of the Company for the year ended 31st March, 2016. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration payable to Mr. Prakash Uppalapati.

The due date for filing of the Cost Audit Report for the financial year 2013-14 was 30th September, 2014. The Company has filed the Report with the Ministry of Corporate Affairs on 25-09-2014.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors place on record their gratitude for the support and co- operation received from Central and State Governments, Financial Institutions & Banks, Customers, Suppliers and Shareholders and for their continued support. The Board also expresses its sincere appreciation to the dedicated and committed team of employees and workmen.

On behalf of Board of Directors,

Place : Noida (U.P) R.K. SARAF Dated : 08th August, 2015 Chairman & Managing Director


Mar 31, 2014

THE MEMBERS

The Directors submit the ELEVENTH ANNUAL REPORT on the business and operations of the Company and the Audited Statements of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

For the For the year ended year ended 31-3-2014 31-3-2013 (Rs. in Lacs) (Rs. in Lacs)

Gross Profit/(Loss) (1387.00) 566.79

Depreciation 329.25 358.52

Provision for taxation - 160.42

Tax for earlier years 0.26 43.43

Deferred Tax (69.80) (75.18)

Net Profit/(Loss) for the year (1646.71) 79.60

Balance brought forward from last year 997.35 917.75

Balance Carried to Balance Sheet (649.36) 997.35

OVERALL PERFORMANCE

As mentioned else where in the report that the plant of the company is under lock out since February, 2014. On account of lock out and other factors, during the year under consideration the production and sale of ferro chrome were lower as compared to the previous year 2012-2013. However, due to better sales realization the overall turnover of the Company increased from Rs.219.73 crores in 2012-2013 to Rs. 240.03 crores in 2013-14. Exports were Rs. 111.36 crores as against Rs. 132.07 crores in the previous year and during the year under review foreign currency earnings in rupee terms was Rs 99.14 crores. The Company derived 46% of its total sales from exports. Despite increased turnover, there is a loss of Rs. 17.16 crores before tax as compared to Rs. 2.08 crores profit before tax in the previous year. The loss of Rs. 17.16 crores during the year is mainly due to closure of the plant, burdening the company heavily by way of claims for Fuel Surcharge Adjustment (FSA) to the extent of Rs. 23.11 crores including arrears for earlier years and steep hike in the power tariff.

DIVIDEND

In view of the losses during the year, the Directors regret their inability to recommend any dividend for the financial year ended 31st March 2014 on Equity Shares of the company. PROSPECTS

Ferro Chrome imparts the non-corrosive property to stainless steel and thus, there is a deep correlation between the outlook for both the industries. During the first 6 months of 2013, stainless steel crude production reached an all time high of 18.6 million tonne- up 4.6% for the first half of 2012, according to ISSF. Global stainless steel crude production is expected to hit a new high of 36.4 million tonne in 2013 registering an increase of 2.9%. However the ferro chrome industry has not particularly benefited from the growth seen in the stainless steel industry due to several factors including rising costs, infrastructural constraints and over capacity. India has seen an enigma as far as the ferro chrome industry is concerned. Redistribution of chrome ore reserves in the late 90s led to a paradigm shift and rapid growth in output which though, stagnated around the 1 million tonne per annum mark. Constraints in ore out put, rising electricity tariff though several producers now either have captive power generation or are planning to set it up, high internal logistics costs have somewhat dampened sentiments although the outlook for fully integrated producers is decidedly better. To summarise, while stainless steel out put continues to increase mainly on strength of robust growth in China the ferro chrome industry is passing though an uncertain phase.

FINANCE

The Company has not invited any deposit from public during the year.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS) -21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

In terms of the general circular issued by the Ministry of Corpo- rate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary com- panies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The company will make available the Annual Accounts of the subsidiary companies and related detailed infor- mation to any member of the Company who may be interested in obtaining the same. The annual accounts of the Company will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies as well. Further, the Consolidated Financial Statements presented by the Company include the financial results of the subsidiary companies.

DECLARATION OF LOCK OUT IN PLANT

Agitation of lorry loading workers was going on since last Febru- ary, 2013. This agitation has resulted in short supply of raw ma- terials to the plant. Further, bilateral discussions were going on between the management and batch leaders but the dispute is not yet resolved. As a result plant operations are badly hit due to acute shortage of raw material. Due to disruption of further sup- plies of raw materials to the plant, the existing raw material stocks available in the plant has exhausted and the operations at the plant have been put to a complete halt, since night shift of 10.01.2014. Accordingly a lock out has been declared in the plant w.e.f. 04-02-2014.

Further company has already taken required possible/necessary steps to resolve the impasse at the earliest and is in dialogue with the casual workers. Company is monitoring the situation and all required possible/ necessary steps in uplifting the lock- out will be taken as permitted by the circumstances.

DIRECTORS

Mr. Arye Berest and Mr. Ashim Saraf, Directors of the Company, retire by rotation and, being eligible offer themselves for re-election.

As per provisions of Section 149 of the Act, which has come into force with effect from 1st April, 2014, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. In compliance with the provisions of Section 149 read with Sched- ule IV of the Act, the appointment of Mr. K Jayabharat Reddy,

Mr. P.V.R.K. Prasad, Mr. A. S. Kapre, Mr. K. L. Mehrotra, Mr. Gautam Khaitan & Mr. Keshaorao Pardhey as Independent Directors is being placed before the Members in General Meet- ing for their approval. In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made there under for appointment as Independent Directors and are independent of the management. Members are requested to refer to the No- tice of the Annual General Meeting and the Explanatory State- ment for details of the qualifications and experience of the Direc- tors and the period of their appointment.

The Company has formulated a code of conduct for all members of the Board and Senior Management Personnel. All concerned members/ executives have affirmed compliance with the said code.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956, your Directors confirm that -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations;

ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee formed by the Board of Directors of the Company consists of Mr. K. Jayabharath Reddy, Mr. P.V.R.K. Prasad & Mr. A.S. Kapre who are Non-Executive Independent Directors of the Company and Mr. R.K. Saraf. Mr. K. Jayabharath Reddy is its Chairman. The Committee''s role, terms of reference and the authority and powers are in conformity with the requirement of the Companies Act, 1956 and the Listing Agreement.

AUDITORS

M/s Salve & Co., Chartered Accountants, the existing Auditors, will retire at the ensuing Annual General Meeting and are eligible for re-appointment. Based on the recommenda- tion of the Audit Committee, the Board of Directors of the Company have proposed the appointment of M/s Salve & Co., Chartered Accountants, as the Auditors of the Company from the conclusion of the forthcoming 11th Annual General Meeting till the conclusion of the 14th Annual General Meeting. M/s Salve & Co., have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Sec- tion 141 of the Companies Act, 2013.

COST AUDITOR

Mr. Prakash Uppalapati, Cost Accountant has been appointed by the Board as Cost Auditor of the Company to conduct audit of cost records of the Company for the year ended 31st March 2015. Pursuant to the provisions of Section 148 of the Compa- nies Act, 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration pay- able to Mr. Prakash Uppalapati.

The due date for filing of the Cost Audit and Compliance Reports for the financial year 2012-13 was 30th September, 2013. The Company has filed the Reports with the Ministry of Corporate Affairs on 26-09-2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement giving details of conservation of energy, technol- ogy absorption, foreign exchange earnings and outgo, in accor- dance with the Companies (Disclosure of Particulars in the Re- port of Board of Directors) Rules, 1988 is annexed and marked Annexure A'' which forms part of this Report.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees receiv- ing remuneration of or in excess of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month requiring disclosure as per the provi- sions of Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors place on record their gratitude for the support and cooperation received from Central and State Governments, Financial Institutions & Banks, Customers, Suppliers and Shareholders and for their continued support. The Board also expresses its sincere appreciation to the dedicated and commit- ted team of employees and workmen.

On behalf of Board of Directors,

Place : Noida (U.P.) R.K. SARAF

Dated : 26th July, 2014 Chairman & Managing Director


Mar 31, 2013

TO THE MEMBERS

The Directors submit the TENTH ANNUAL REPORT on the business and operations of the Company and the Audited Statements of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS For the year ended For the year ended 31-3-2013 31-3-2012 (Rs.in Lacs) (Rs.in Lacs)

Gross Profit/(Loss) 566.79 1427.16

Depreciation 358.52 411.51

Provision for taxation 160.42 266.45

Ta x for earlier years 43.43 0.21

Deferred Tax (75.18) 77.61

Net Profit/(Loss) for the year 79.60 671.38

Balance brought forward from last year 917.75 246.37

Balance Carried to Balance Sheet 997.35 917.75

OVERALL PERFORMANCE

Ferro Alloy is a crucial intermediates to Steel Industry, hence growth of Ferro Alloys industry is primarily driven by the growth and progress of Steel Industry. The estimated production capacity of ferro alloys in India is more than double of the domestic demand, making the industry partially dependent on domestic market and more on export market. The main market for Indian ferro chrome is China, Japan and South Korea and the current economic situation in all the three countries is not that good. Japan''s capacity utilization is low around 60-70% which provides little opportunity for export from India. As far as Korea is concerned, it was doing well till the first half of 2012 and it had some plans of increasing production of Stainless steel, but from the later half of the year they started going down and their capacity utilization too started coming down eventually. And China which was kind of pulling the world, has also become uncertain because of the inflation problem. At present China is importing Chrome Ore as well as Charge Chrome from South Africa in huge quantities and the current situation is such that China has become a bigger producer of Chrome Alloys compared with South Africa, riding on some inherent advantages like availability of Coal and Coke among others. Further a number of Ferro Chrome Producer in South Africa had recently been forced to stop or cut down production due to lower availability of power coupled with continued weak demand. Despite sharp fall in total production of Ferro Chrome due to power restriction in South Africa, the overall availability of the material is still higher than the demand.

As far as domestic market is concerned, the stainless steel market in India particularly 200 series is passing through a bad phase due to credit squeeze in the market, high inflation, higher power cost, uncertainty of power supply and delay in several projects. The weakness in ferro alloys prices in India has happened largely due to weakness in Export demand. Most ferro alloys producers in India are currently passing through a difficult financial position because of significant fall in prices in recent months and increase in power cost. Lack of demand both in domestic and export markets, coupled with weak price trend and higher cost of power and Chrome Ore are primarily responsible for hardship faced by ferro alloys producers. Further the ongoing power crisis in Andhra Pradesh manifesting in unprecedented power cuts and steep tariff hike have hit the company hard. Besides this, the Company is also burdened heavily by way of claims for Fuel Surcharge Adjustment (FSA) including arrears for earlier years.

On account of above and other factors, during the year under consideration the production during the financial year 2012-13 was 38,570 M.T. as against 64,000 M.T. in the previous year recording a steep fall of 40%. Owing to unfavourable market conditions, the overall turnover of the Company declined from Rs. 367.44 crores in 2011-2012 to Rs. 219.73 crores in 2012-2013. Exports were Rs. 132.07 crores as against Rs. 289.19 crores in the previous year. The Company derived 60% of its total sales from exports and during the year under review foreign currency earnings in rupee terms was Rs. 121.79 crores. The profit before tax too was lower at Rs. 2.08 crores as compared to Rs. 10.16 crores in the previous year recording a steep fall of 80%.

DIVIDEND

In order to conserve and plough back the resources, your Directors have not recommended any dividend for the year on Equity Shares of the company.

PROSPECTS

Ferro alloy refers to various alloys of iron, which are used in the production of mild steel, carbon steel, special alloy steel and stainless steel. India''s steel production is increasing every year, thereby the consumption of Ferro Alloys is also increasing. Preliminary figures released by the International Stainless Steel Forum (ISSF) show that worldwide stainless steel crude production has increased after the first nine months of 2012 by 2.9% compared to the same period of 2011. Total production for the first three quarters was 26.1 million metric tons (Mt.). In Asia, China increased its Stainless Steel production in the first 9 months of 2012 by 7.9% to 11.4 Mt. and it now accounts for about 44% of the World''s Stainless Steel Production. After the first 9 months of 2012, Asia accounts for almost 70% of the World''s Stainless Steel Production.

The projected growth of over 8% of stainless steel and carbon steel till 2015 augurs well for the continued growth of ferro alloys production in India. The ferro alloys industry has a capacity of 5.15 million tonnes. It is accounting for nearly 10 % of the world''s ferro alloys production and is among the 10 largest producers of the material in the world. The market situation has become over supply because the supply increased but the consumption decreased. Steel market including stainless steel has been passing through difficult times due to credit squeeze in the market, high inflation, high power cost, uncertainty of power supply and delay in several projects. Nervousness is visible in the sector and production has been lower. The International price of HC Ferro Chrome started moving downwards. The main reason for the decline is lack of demand by the end users.

At the same time, the Indian Ferro Alloys Industry has grappled with various issues, such as non-availability of power with competitive rate, suitable quality and quantity of Chrome Ore/ Coke, minimum duty protection etc. Besides, the Industry has to compete with the integrated producers having captive Mines situated in South Africa, Australia, Brazil, CIS, etc to sell acceptable quality of Chrome Alloys in the world market for earning the valuable foreign exchange for the country. Reductants viz Anthracite Coal, Coke, Charcoal etc. are vital inputs for the Ferro Alloys Industry. The consumption of these reductants for producing one tone of Ferro Alloys varies between 600 to 2,000 kgs, depending on the Ferro Alloys produced. The availability of these items in good quality is declining in the country and the Ferro Alloy Industry may have to totally depend on import of these reductants on regular basis. Further the present Import Duty on Ferro Alloys is 5%, but this is not sufficient, as the import of Ferro Alloys is increasing every year, when the domestic Industry is operating at around 60% of capacity leaving balance 40% lying idle. These cheap imports from China and other countries are steadily grabbing the domestic market share to meet the expected rising demand from steel Industry. Further the problems of this industry are aggravated because of the high input cost of power including FSA charges. The ferro alloy Industry is a power intensive Industry, the power cost is about 35-40 percent of its total production cost. Repeated power tariff hikes by state run power utility company have put the Industry in a fix. In addition to the higher power tariff, the frequent power cuts in Andhra Pradesh are affecting the Industry badly. At such high power tariff, there is hardly any margin and viability in the production of ferro alloys. These issues need to be addressed by the Government to enable the Ferro Alloys Producers to compete in the Domestic as well as International Markets.

FINANCE

The Company has not invited any deposit from public during the year.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS) -21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

In terms of the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The company will make available the Annual Accounts of the subsidiary companies and related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the Company will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies as well. Further, the Consolidated Financial Statements presented by the Company include the financial results of the subsidiary companies.

INDUSTRIAL RELATIONS

The overall industrial relations in the Company were generally satisfactory.

DIRECTORS

Mr. Yogesh Saraf & Mr. Vibhu Bakhru resigned as Directors of the company effective 01st February, 2013 & 09th April 2013 respectively. The Directors place on record their appreciation for the valuable services rendered by them.

Mr. Anurag Saraf and Mr. Keshaorao Pardhey were appointed as Additional Directors on the Board w.e.f. 15th January, 2013. Notices have been received from members along with a deposit of Rs. 500/- each under Section 257 of the Companies Act, 1956 signifying their intention to propose them as Directors of the Company.

Mr. K. L. Mehrotra, Mr. C. N. Harman and Mr. Gautam Khaitan, Directors of the Company, retire by rotation and, being eligible offer themselves for re-election.

The Company has formulated a code of conduct for all members of the Board and Senior Management Personnel. All concerned members/ executives have affirmed compliance with the said code.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956, your Directors confirm that -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations;

ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee formed by the Board of Directors of the Company consists of Mr. K. Jayabharath Reddy, Mr. P.V.R.K. Prasad & Mr. A.S. Kapre who are Non-Executive Independent Directors of the Company and Mr. R.K. Saraf. Mr. K. Jayabharath Reddy is its Chairman. The Committee''s role, terms of reference and the authority and powers are in conformity with the requirement of the Companies Act, 1956 and the Listing Agreement.

AUDITORS

You are requested to appoint Auditors for the current year and to fix their remuneration. M/s SALVE & Co., Chartered Accountants hold office upto the conclusion of the ensuing 10th Annual General Meeting. The Company has received a requisite Certificate pursuant to Section 224 (1B) of the Companies Act 1956 regarding their eligibility for re-appointment as Auditors of the Company.

COST AUDITOR

Pursuant to provisions of Section 233 B of the Companies Act, 1956 and with prior approval of Central Government Mr. Prakash Uppalapati, Cost Accountant, having an arm''s length relationship with the Company and who is free from any disqualification as specified under Section 233 B (5) read with Section 224 and sub-section 3 and sub-section 4 of Section 226 of the Companies Act, 1956 has been appointed by the Board as Cost Auditor of the Company to conduct audit of cost records of the Company for the year ended 31st March 2013. His appointment is in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956. Cost Audit Reports would be submitted to the Central Government within prescribed time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked Annexure Rs.A'' which forms part of this Report.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees receiving remuneration of or in excess of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month requiring disclosure as per the provisions of Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors place on record their gratitude for the support and co operation received from Central and State Governments, Financial Institutions & Banks, Customers, Suppliers and Shareholders and for their continued support. The Board also expresses its sincere appreciation to the dedicated and committed team of employees and workmen.

On behalf of Board of Directors,

Place : New Delhi R.K. SARAF

Dated : 27th May, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors submit the NINTH ANNUAL REPORT on the business and operations of the Company and the Audited Statements of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

For the year For the previous ended year ended 31-3-2012 31-3-2011 (Rs. in Lacs) (Rs. in Lacs)

Gross Profit/(Loss) 1427.16 5196.69

Depreciation 411.51 216.35

Provision for taxation 266.45 1430.06

Tax for earlier years 0.21 0.65

Deferred Tax 77.61 237.85

Net Profit/(Loss) for the year 671.38 3311.78

APPROPRIATIONS

Transfer to General Reserve 0.00 250.00

Dividend on Equity Shares 0.00 391.09

Corporate Tax on Dividend 0.00 63.45

671.38 2607.24

Balance brought forward from last year 246.37 (2360.87)

Balance Carried to Balance Sheet 917.75 246.37

OVERALL PERFORMANCE

Ferro Alloys is one of the intermediate products used as additives and de-oxidising/de-sulfurizing agents in steel making. The growth of the Ferro Alloy industry is directly linked to the growth of the steel industry. During the first half of year under review overall the global steel industry witnessed steady growth. Despite financial turbulence in the Euro zone, weak private demand in the United States and events in Japan and the Middle East, the growth in global steel demand was driven by increased demand from key steel end-user industries specially from automotive sector. This resulted in increase in demand for Ferro Chrome.

However the second half of 2011-12 witnessed weakness in international demand due to a slowdown in China combined with the effects of the European debt crisis. In fact, the second half saw prices go down to the low 90's (cents per pound of chrome content).

The prolonged economic slowdown in the developed world, particularly in the European Union and the UK has resulted in a significant decline in steel consumption in several geographies in the western hemisphere. Steel plants are being closed or mothballed to conserve costs and to control over-supply. In the first few months of 2012-13 also, apparent Ferro Chrome demand from steel plants remained subdued due to the uncertain economic climate. On account of this, the demand and prices of chrome products in the domestic market too were adversely affected.

On account of above and other factors, during the year under consideration the production and sale of ferro chrome were lower as compared to the previous year 2010-2011. Owing to unfavourable market conditions, the overall turnover of the Company declined from Rs.388.59 crores in 2010-2011 to Rs.367.44 crores in 2011-2012. Exports were Rs.287.13 crores as against Rs.309.90 crores in the previous year. The Company derived 78% of its total sales from exports and during the year under review foreign currency earnings in rupee terms was Rs 262.17 crores. The profit before tax too was lower at Rs. 10.16 crores as compared to Rs. 49.80 crores in the previous year recording a steep fall of 80%.

DIVIDEND

In order to conserve and plough back the resources, your Directors have not recommended any dividend for the year on Equity Shares of the company.

FINANCE

The Company has not invited any deposit from public during the year.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

In terms of the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The company will make available the Annual Accounts of the subsidiary companies and related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the Company will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies as well. Further, the Consolidated Financial Statements presented by the Company include the financial results of the subsidiary companies.

PROSPECTS

As mentioned above Ferro Chrome is a value added intermediate product which imparts the noncorrosive property to stainless steel, hence growth of Ferro Alloys industry is primarily driven by the growth and progress of Steel Industry. Growth in the Indian economy is expected to remain strong. The automotive segment, is expected to grow by 11-13% in Financial Year 2012-13. As per world steel forecasts, steel demand in India should grow by 6.9% in 2012 and the growth should accelerate to 9.4% in 2013. Further the low per capita consumption of stainless steel in India which was 2.1 kg as compared to 7.5 kg in China and a world average of 4 kg, all in the 2011-12 fiscal year, constitutes a huge opportunity for growth in this sector. Indian stainless steel consumption will grow at a compounded annual growth rate of 9.7 percent reaching 3.4 million tons per annum (mtpa) by 2015, outstripping global consumption growth of 6 percent to 34.12 million tons which is a welcome sign for the Ferro Alloys Industry as consumption of Ferro Alloys will also increase. India's total annual production of ferro chrome is around 1.2 million tons (mt), of which around 0.7 mt is exported. As against monthly export of around 60.000 tons on an average current export is only around 40,000 to 45.000 tons per month as the long term contract materials are still going, while spot deals are not there. Further, out of the total export of around 0.7 mt of ferro chrome annually, the maximum quantity goes to China. On an average around 70 percent of the total export goes to Far East Asian countries and the balance 30 percent to Europe, US and other places. However, the prices of ferro alloys have improved by about 10 to 30 percent in second half of the year 2012-13 on slight improvement in demand from steel makers in Europe and the US even as demand from China continued to remain weak. Presently, the supply of ferro chrome is higher than domestic demand and unless 40-50 percent of ferro chrome that is produced in India is exported, the price will continue to remain under pressure.

The global economy is also on a recovery path due to concerted policy actions around the world. Chinese GDP growth and targets remains strong. Chinese steel demand growth is expected to be moderate as the government pursues economic restructuring. As such, steel demand in China is projected to grow by 4% every year in the next two years. Overall, the world GDP is expected to grow by 3.3% in 2012. Steel prices have recovered from the lows reached in December last year with increased buying activity seen across regions. However, the momentum seems to have lost steam and with the economic conditions in many parts of the world not looking strong, steel capacity utilisation remains below 80%. Looking ahead, global steel market developments are likely to remain generally positive, but with lower growth in 2012 compared to 2011. For 2012 as a whole, global steel demand is forecasted to grow by a further 4% to reach 1,422 million tonnes. China, India and other emerging markets will continue to drive demand but recent market developments suggest likely slackening of demand. South Africa has a crucial role to play in the ferro chrome industry. There has been significant increase in power tariffs over the last 4 years. As a result, South Africa's share of the total ferro chrome production worldwide now stands at approximately 40%.

At the same time, the Indian Ferro Alloys Industry is concerned about the insufficient availability of good quality raw-material mainly Chrome Ore, Coke and availability of cheaper imported Ferro Alloys. Further the problems of this industry are aggravated because of the high input cost of power as well as ore and stiff competition in the domestic and export markets. Since the ferro alloy industry is a power intensive unit, the power cost is about 35-40 percent of its total production cost and repeated power tariff hikes by state run power utility company have put the industry in a fix. In addition to the higher power tariff, the frequent power cuts in Andhra Pradesh are affecting the industry badly. At such high power tariff, there is hardly any margin and viability in the production of ferro alloys. These issues need to be addressed by the Government to enable the Ferro Alloys Producers to compete in the Domestic as well as International Markets.

INDUSTRIAL RELATIONS

The overall industrial relations in the Company were generally satisfactory.

DIRECTORS

Mr. Vibhu Bakhru was appointed as Additional Director on the Board w.e.f. 20th March, 2012. Notice has been received from member along with a deposit of Rs.500/- under Section 257 of the Companies Act, 1956 signifying his intention to propose him as Director of the Company. Mr. K. Jayabharath Reddy, Mr. A.S. Kapre and Mr. Arye Berest, Directors of the Company, retire by rotation and, being eligible offer themselves for re-election.

The Company has formulated a code of conduct for all members of the Board and Senior Management Personnel. All concerned members/ executives have affirmed compliance with the said code.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956, your Directors confirm that -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations;

ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee formed by the Board of Directors of the Company consists of Mr. K. Jayabharath Reddy, Mr. P.V.R.K. Prasad & Mr. A.S. Kapre who are Non-Executive Independent Directors of the Company and Mr. R.K. Saraf. Mr. K. Jayabharath Reddy is its Chairman. The Committee's role, terms of reference and the authority and powers are in conformity with the requirement of the Companies Act, 1956 and the Listing Agreement.

AUDITORS

You are requested to appoint Auditors for the current year and to fix their remuneration. M/s Salve & Company, Chartered Accountants hold office upto the conclusion of the ensuing 9th Annual General Meeting. The Company has received a requisite Certificate pursuant to Section 224 (1B) of the Companies Act 1956 regarding their eligibility for re-appointment as Auditors of the Company.

COST AUDITOR

Pursuant to provisions of Section 233B of the Companies Act,1956 and with prior approval of Central Government Mr. Prakash Uppalapati, Cost Accountant, having an arm's length relationship with the Company and who is free from any disqualification as specified under Section 233 B(5) read with Section 224 and sub-section 3 and sub-section 4 of Section 226 of the Companies Act, 1956 has been appointed by the Board as Cost Auditor of the Company to conduct audit of cost records of the Company for the year ended 31st March 2012. His appointment is in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956. Cost Audit Reports would be submitted to the Central Government within prescribed time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked Annexure 'A' which forms part of this Report.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees receiving remuneration of or in excess of Rs.60,00,000/- per annum or Rs.5,00,000/- per month requiring disclosure as per the provisions of Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors place on record their gratitude for the support and co- operation received from Central and State Governments, Financial Institutions & Banks, Customers, Suppliers and Shareholders and for their continued support. The Board also expresses its sincere appreciation to the dedicated and committed team of employees and workmen.

On behalf of Board of Directors,

Place : New Delhi R.K. SARAF

Dated: 28th July, 2012 Chairman & Managing Director


Mar 31, 2011

DIRECTORS’ REPORT TO THE MEMBERS

The Directors submit the EIGHTH ANNUAL REPORT on the business and operations of the Company and the Audited Statements of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

For the For the year previous ended Year 31-3-2011 ended 31-3-2010 (Rs. in (Rs. in Lacs) Lacs)

Gross Profit/(Loss) 5199.69 2414.14

Depreciation 216.35 227.85

Provision for taxation (including 1433.06 536.53 MAT/ /Wealth Tax)

Tax for earlier years 0.65 (0.21)

Deferred Tax 237.85 246.86

Net Profit/(Loss) for the year 3311.78 1403.11 APPROPRIATIONS

Transfer to General Reserve 250.00 75.00

Dividend on Equity Shares 391.09 293.32

Corporate Tax on Dividend 63.45 48.72

2607.24 986.07

Balance brought forward from last year (2360.87) (19680.88)

246.37 (18694.81)

Less : General Reserve – 16333.94

Balance Carried to Balance Sheet 246.37 (2360.87)

OVERALL PERFORMANCE

The world economy has demonstrated continued recovery post the financial meltdown in 2008. The financial year of 2010-11 was a year of steady improvement in our top line and bottom line figures. The domestic ferro alloys capacity has increased considerably in the last couple of years. These additional capacities coupled with high energy cost put pressure on the demand and prices of ferro chrome resulting into lower demand in the domestic market. Despite Low domestic demand of ferro chrome coupled with higher priced ores, company’s profitability was not affected due to better price realization from exports as the major global producers South Africa was not yet producing at full capacity.

On account of above and other factors, during the year under consideration the production and sale of Ferro Chrome were higher as compared to that of the previous year 2009-2010. Owing to better market conditions, the overall turnover of the Company increased from Rs. 261.94 crores in 2009-2010 to Rs. 388.59 crores in 2010-2011 recording an impressive increase of 48%. Exports were also higher at Rs. 309.90 crores as compared to Rs. 215.19 crores in the previous year registering a phenomenal growth of 44%. Profit before tax too surged to Rs.49.83 crores as compared to Rs. 21.86 crores in the previous year recording a spectacular increase of 128%.

DIVIDEND

Your Directors have recommended payment of dividend of Rs. 0.20 per equity share of Rs. 1/- each (20%) on the equity share capital of Rs. 19,55,47,355/- (2009-10 Rs. 0.15 per equity share of Rs. 1/- each (15%) on the equity share capital of Rs.19,55,47,355/-) for the year ended 31st March, 2011 aggregating to Rs.3,91,09,471/- and to pay dividend tax of Rs. 63,44,534/-. The dividend if approved by the shareholders will be paid to those members or their mandates whose name appear on the Register of Members on 13th September, 2011 for those holding shares in physical form and as per the details furnished by the depositories as at the end of business hours on 2nd September, 2011 for those holding shares in dematerialized form.

PROSPECTS

Ferro Alloys is a crucial intermediates to Steel Industry, hence growth of Ferro Alloys industry is primarily driven by the growth and progress of Steel Industry. Steel market including Stainless Steel (SS) has been passing through difficult times since April 2011. Nervousness is visible in the sector and production has been lower across the world compared to Q1 CY 2011. There is overcapacity of Stainless steel as demand for stainless steel is around 5-6 Million tons against the production capacity of 8-9 Million tons.

Further, the international prices of H C Ferro Chrome started moving downwards. The main reason for the decline is lack of demand by the end users. China still holds about 3.50 million tons of Chrome ore stock. There are fears of oversupply in the market as bearish market sentiment sees a slow reduction in the high stockpiles.

However the government has indicated its commitment for achieving a sustained GDP growth of 8% to 9% which would call for sustained double digit growth in steel consumption. Hence the long term outlook for the industry continues to remain positive as India progresses to achieve stronger economic position in the world scenario. One of the crucial beneficiaries of this includes the ferro alloy industry.

Further the stainless steel industry is expected to continue witnessing good growth going ahead which will largely be driven by demand emanating from China and India. Apart from being the largest consumers, these countries are also emerging as the largest stainless steel producers. Stainless steel demand in India is likely to be very high going ahead given rising per capita income. With steel production set to grow in coming years, domestic consumption of ferro alloys is also expected to increase. India has the potential to become a major player in the global ferro alloy industry in the coming years. The industry will play a significant role in exports, considering the low profile on exports by China. China will be importing more bulk ferro alloys, particularly ferro chrome, which will give India an advantage, due to closer proximity, as compared to other major ferro alloy producing countries like South Africa, Zimbabwe and so on.

Ferro alloy production cost is principally constituted of ore, reductants and power accounting in the aggregate for about 90% of the cost. As such, integrated producers with captive mines and power generation facility are well placed and insulated against volatile market trends.Indian ferro alloy industry has very few integrated players and most of the producers depend on public sector mining companies for their requirement of ore and on local power utilities for their energy requirement.

Further as mentioned above electrical energy is one of the major inputs in production of ferro alloys and high power tariff is a threat for the industry. Over and above the high power tariff, the frequent power cuts in Andhra Pradesh are also affecting the industry performance. Apart from electrical energy, the industry faces challenges of acquiring good quality raw materials like chrome ore and coke along with delay in getting rakes for transporting the material from the mines to the plants. The bigger challenge is the soaring costs, especially the cost of fuel and petroleum prices, which has a bearing on the cost of production, cost of power as well as on the logistic costs. It is hoped that the Government would recognise these challenges which hamper growth in this industry and need to be addressed urgently to enable the Ferro Alloys Producers to compete in the domestic as well as international markets.

FINANCE

The Company has not invited any deposit from public during the year.

SUBSIDIARY

The Report and Accounts of Best Minerals Limited, a subsidiary of the Company, for the year 1st April, 2010 to 31st March, 2011 are annexed alongwith statement pursuant to Section 212 of the Companies Act, 1956.

INDUSTRIAL RELATIONS

The overall industrial relations in the Company were generally satisfactory.

DIRECTORS

During the year Bank of India vide their letter ref. VMCB/PTS/11- 12/112 dated 13-07-2011 has informed that Mr. G.L.N. Sastry has ceased as a nominee Director of the bank on the Board of the company w.e.f. 13-07-2011 due to his retirement from the services of the bank. The Directors place on record their appreciation for the valuable services rendered by him.

Mr. K.L. Mehrotra was appointed as Director on the Board w.e.f. 18th September, 2010 to fill the casual vacancy. Mr. M.D. Saraf, Mr. Yogesh Saraf and Mr. P.V.R.K. Prasad, Directors of the Company, retire by rotation and, being eligible offer themselves for re-election.

The Company has formulated a code of conduct for all members of the Board and Senior Management Personnel. All concerned members/ executives have affirmed compliance with the said code.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956, your Directors confirm that -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations; (Refer Note No. 11 of Schedule K).

ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee formed by the Board of Directors of the Company consists of Mr. K. Jayabharath Reddy, Mr. P.V.R.K. Prasad & Mr. A.S. Kapre who are Non-Executive Independent Directors of the Company and Mr. R.K. Saraf. Mr. K.Jayabharath Reddy is its Chairman. The Committee’s role, terms of reference and the authority and powers are in conformity with the requirement of the Companies Act, 1956 and the Listing Agreement.

AUDITORS

You are requested to appoint Auditors for the current year and to fix their remuneration. M/s Salve & Company, Chartered Accountants hold office upto the conclusion of the ensuing 8th Annual General Meeting. The Company has received a requisite Certificate pursuant to Section 224 (1B) of the Companies Act 1956 regarding their eligibility for re-appointment as Auditors of the Company.

AUDITORS’ REPORT

With reference to the comments made by the Auditors in their Report, the Directors wish to state that the relevant notes forming part of the Company’s Accounts are self-explanatory and hence do not require any explanation from the Board.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked Annexure `A’ which forms part of this Report.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees receiving remu- neration of or in excess of Rs.60,00,000/- per annum or Rs. 5,00,000/- per month requiring disclosure as per the provisions of Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Management Discussion and Analysis, Corporate Governance Report and Auditors’ Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors place on record their gratitude for the support and co- operation received from Central and State Governments, Financial Institutions & Banks, Customers, Suppliers and Shareholders and for their continued support. The Board also expresses its sincere appreciation to the dedicated and committed team of employees and workmen.

On behalf of Board of Directors,

R.K. SARAF Chairman & Managing Director

Place : New Delhi Dated : 1st August, 2011


Mar 31, 2010

The Directors submit the SEVENTH ANNUAL REPORT on the business and operations of the Company and the Audited Statements of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

For the For the previous year ended Year ended

31-3-2010 31-3-2009

(Rs. in Lacs) (Rs. in Lacs)

Gross Profit/(Loss) 2414.14 4300.41

Depreciation 227.85 176.13

Provision for taxation 536.53 255.35

(MAT/Fringe Benefit/Wealth Tax)

Tax for earlier years (0.21) (5.22)

Deferred Tax 246.86 59.45

Net Profit/(Loss) for the year 1403.11 3814.70 APPROPRIATIONS

Transfer to General Reserve 75.00 195.00

Dividend on Equity Shares 293.32 293.32

Corporate Tax on Dividend 48.72 49.85

Balance Carried Forward to

Balance Sheet 986.07 3276.53



OVERALL PERFORMANCE

During the first half of Financial Year 2009-10, the Ferro Alloys Industry was passing through critical times due to the slow down in the demand and lack of new orders from domestic as well as export markets as a result of the Global Financial Meltdown. The Meltdown had a serious impact in all sectors of industries, with the steel sector being no exception. Ferro Alloys, the intermediate products used in the making of steel as de-oxidants and for rust proofing, have seen their fortunes take a steep dive. The deepest recession during the first half hit the Ferro Alloys Industry hard, coupled with shrinking demand, sliding prices and sweeping cutbacks. Hence performance of the company was also adversely affected during the first half of the financial year 2009-10.

However during the second half of the financial year 2009-10, revival of local demand for steel products happened due to a series of economic stimulus measures announced by the Government. Around the same time, similar measures announced across the world led to a revival of global demand as well.

Despite all these adversities, during the year under consideration the production and sale of Ferro Chrome were slightly higher as compared to that of the previous year 2008-2009. The overall turnover of the Company marginally increased from Rs.255.95 crores in 2008-2009 to Rs.261.94 crores in 2009-10. Exports were also higher at Rs.215.19 crores as compared to Rs.163.75 crores in the previous year registering a growth of 31%. Despite increased turnover, profit before tax was lower to Rs.21.86 crores as compared to Rs.41.24 crores in the previous year recording a fall of 47% on account of above and other factors.

DIVIDEND

Your Directors have recommended payment of dividend at Re.0.15 per equity share of Re.1/- each (15%) on the equity share capital of Rs.19,55,47,355/- for the year ended 31st March, 2010 aggregating to Rs.2,93,32,103/- and to pay dividend tax of Rs.48,71,696/-. The dividend if approved by the shareholders will be paid to those members or their mandates whose name appear on the Register of Members on 18th September, 2010 for those holding shares on physical form and as per the details furnished by the depositories as at the end of business hours on 10th September, 2010 for those holding shares on dematerialized form.

PROSPECTS

Ferro Alloys is a crucial raw material of the Steel Industry and hence growth of Ferro Alloys Industry is largely dependent on growth of Steel Industry. The Indian economy is expected to grow at an accelerated growth rate of 8–10 percent, Steel production would also simultaneously witness a growth. Moreover with the massive expansion plans in both Steel & Stainless Steel segment in leading markets including China and India, the outlook of steel industry is quite optimistic which is a welcome sign for the Ferro Alloys Industry as consumption of Ferro Alloys will also increase. Steel production in 2008 -2009 was 54.5 Million To n (MT) which has increased and is estimated to be around 60 MT in 2009-10. Globally Steel Industry is expected to grow at 5–6 percent this year. Further, the Global Stainless Steel production is likely to reach 25 M T. The demand as well as production of Ferro Alloys is likely to see an increase of around 8–10 percent in fiscal year 2010-11.

On a Global Platform China, South Africa, CIS and India are the major producers of Ferro Alloys. At present, South Africa and Kazakhstan are the two leading Ferro Alloys Producers in the World. Ferro Chrome production in the World is around 7–8 MT per annum. South Africa is the largest producer of Ferro Chrome, producing around 3–3.5 M T, China and Kazakhstan follow behind and India is the forth largest producer of Ferro Chrome in the World. Previously the Ferro Alloys requirement of Europe was being largely met by South Africa which has around 65 percent of the World’s Chrome Ore reserves. With power shortage in South Africa hitting its Ferro Alloys Manufacturers hard, India is now being seen as a Ferro Alloys Industry hub. Since the Steel capacity is not adequate to consume the entire Ferro Alloys Production in the Country, Export is an important Life-line for survival of the Industry. A considerable amount of Ferro Alloys produced in the country is being exported. Earlier China used to be a net exporter but it has now become a net importer. Generally Ferro Alloys is exported to China which is the biggest importer. In addition to this, other prime importers include Europe, Turkey, Italy, Portugal, Spain, European Union, Japan, Taiwan, Korea and Brazil.

At the same time, the Indian Ferro Alloys Industry is concerned about the insufficient availability of good quality raw-material mainly Chrome Ore, Coke and availability of cheaper imported Ferro Alloys. Further, Power is a prime input in the production of Ferro Alloys and higher power tariff is a threat for the industry. In addition to the higher power tariff, the power cuts in Andhra Pradesh is affecting the industry badly. These issues need to be addressed by the Government to enable the Ferro Alloys Producers to compete in the Domestic as well as International Markets.

FINANCE

The Company has not invited any deposit from public during the year.

SUBSIDIARY

The Report and Accounts of Best Minerals Limited, a subsidiary of the Company, for the year 1st April, 2009 to 31st March, 2010 are annexed alongwith statement pursuant to Section 212 of the Companies Act, 1956.

INDUSTRIAL RELATIONS

The overall industrial relations in the Company were generally satisfactory.

DIRECTORS

During the year Bank of India has nominated Mr. G.L.N. Sastry, Zonal Manager as a Director of the company in place of Mr. R. Sampath w.e.f. 23-10-2009. Mr. V.J. Trivedi ceased to be a Director of the company w.e.f. 28th May, 2010 due to his demise. The Directors place on record their deep sense of sorrow at the passing away of Mr. V.J. Trivedi. They also place on record their appreciation for the sincere and valuable services rendered by them.

Mr Vinod Saraf resigned as Alternate Director of the company effective 28th April, 2010. The Directors place on record their appreciation for the valuable services rendered by him.

Mr. Ashim Saraf, Mr. Gautam Khaitan and Mr.C.N. Harman, Directors of the Company, retire by rotation and, being eligible offer themselves for re-election.

The Company has formulated a code of conduct for all members of the Board and Senior Management Personnel. All concerned members/ executives have affirmed compliance with the said code.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956, your Directors confirm that -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations; (Refer Note No 10 of Schedule K)

ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee formed by the Board of Directors of the Company consists of Mr. K. Jayabharath Reddy, Mr. P.V.R.K. Prasad & Mr. A.S. Kapre who are Non-Executive Independent Directors of the Company and Mr. R.K. Saraf. Mr. K. Jayabharath Reddy is its Chairman. The Committee’s role, terms of reference and the authority and powers are in conformity with the requirement of the Companies Act, 1956 and the Listing Agreement.

AUDITORS

You are requested to appoint Auditors for the current year and to fix their remuneration. M/s Salve & Company, Chartered Accountants hold office upto the conclusion of the ensuing 7th Annual General Meeting. The Company has received a requisite Certificate pursuant to Section 224 (1B) of the Companies Act 1956 regarding their eligibility for re-appointment as Auditors of the Company.

AUDITORS REPORT

With reference to the comments made by the Auditors in their Report,

the Directors wish to state that the relevant notes forming part of the Companys Accounts are self-explanatory and hence do not require any explanation from the Board.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked Annexure `A’ which forms part of this Report.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees receiving remu- neration of or in excess of Rs.24,00,000/- per annum or Rs.2,00,000/- per month requiring disclosure as per the provisions of Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors place on record their gratitude for the support and co- operation received from Central and State Governments, Financial Institutions & Banks, Customers, Suppliers and Shareholders and for their continued support. The Board also expresses its sincere appreciation to the dedicated and committed team of employees and workmen.

On behalf of Board of Directors,

Place : New Delhi R.K. SARAF

Dated: 24th July, 2010 Chairman & Managing Director

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