Balasore Alloys Ltd
Directors Reports
Dear Shareholders,
Your Directors are pleased to present the 35th Annual Report and the
Company's audited accounts for the financial year ended 31st March, 2023.
FINANCIAL PERFORMANCE
The Company's financial performance, for the year ended 31st March,
2023 is summarized below:
/Rq in I arc)
|
Financial Year Ended |
Particulars |
Standalone |
Consolidated |
|
31-03-2023 |
31-03-2022 |
31-03-2023 |
31-03-2022 |
Total
Income |
40132.95 |
11223.20 |
40132.95 |
11223.20 |
Profit/(Loss)
Before Interest, Depreciation &Tax (PBIDT) |
(12812.55) |
(1273.31) |
(12824.65) |
(1281.82) |
Finance
Charges |
7196.13 |
2710.32 |
7196.13 |
2710.32 |
Depreciation |
2430.59 |
2,629.57 |
2430.59 |
2629.57 |
Exceptional
Items |
9756.06 |
0 |
9756.06 |
0 |
Provision
for Income Tax (Including for earlier years) |
(5305.55) |
(803.44) |
(5308.70) |
(803.44) |
Net
Profit/(Loss) AfterTax (PAT) |
(17133.71) |
(5,809.76) |
(17142.66) |
(5,818.27) |
Other
Comprehensive Income |
208.93 |
252.34 |
208.93 |
252.34 |
Total
Comprehensive Income For the Year |
(16924.78) |
(5557.42) |
(16933.73) |
(5565.93) |
Retained
Earnings brought forward from Previous Years |
52682.69 |
58492.46 |
52576.75 |
58395.01 |
Retained
Earnings Carried to Balance Sheet |
35548.98 |
52682.69 |
35,434.08 |
52576.75 |
STATE OF AFFAIRS OF YOUR COMPANY
Your Company's total income increased by 257.59% from Rs. 11,223.20
Lacs in 2021-22 to Rs. 40,132.95 Lacs in 2022-23. PBIDT (Loss) increased by 906.24% from
Rs (1,273.31) Lacs in 2021-22 to Rs. (12,812.55) Lacs in 2022- 23. PAT (Loss) for the year
increased by 194.91% from Rs (5809.76) Lacs in 2021-22 to Rs: (17133.71) Lacs in 2022-23.
Total Comprehensive Income for the year increased by 204.54% at Rs. (16,924.78) Lacs in
2022-23 as against (5,557.42) Lacs in 2021-22. Consequently, the earnings per share stood
at Rs: (18.36) (basic) and Rs: (18.36) (diluted) for 2022-23 against Rs: (6.23) (basic)
and Rs: (6.23) (diluted) for 2021-22.
DIVIDEND
In view of the loss incurred and fight liquidity position of the
company, the Directors did not recommend any dividend for the financial year under review.
TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve
during the financial year ended on March 31, 2023.
SHARE CAPITAL
The paid-up Equity Share Capital as on 31st March, 2023 was Rs.
4,666.27 Lacs.
OPERATIONS
During the F.Y. 2022-23 the Ferro-chrome production was 33048.90 MT
whereas no production could be achieved during F.Y. 2021- 22.since the plant remained non
operational.
MINES
Government of Odisha had granted of mining lease for chromite over a
land of 35.60 hects in Sukinda Valley, Jajpur District for 50 years vide Government
proceeding No 298 /SM dated 09.01.2017 under Section 10A(2)(c) of the Mines and Minerals
(Development and Regulations) (MMDR) Amendment Act, 2015 read with Rule 8(2) of Minerals
Concession Rules (MCR), 2016 to the company and asked to furnish the performance security
in form of Bank Guarantee and also to sign the Mines Development and Production Agreement
(MDPA) followed by execution of the lease deed and registration thereof on or before
11.01.2017 as required under rule 8(4) ofthe MCR, 2016.
For the delay in the execution of the lease under the MMDR Amendment
Act, 2015 and the Rules under the MCR, 2016, the
company moved Hon'ble Orissa High Court and the Hon'ble Orissa High
Court vide its Judgment dated 24.04.2018 has directed State Government to execute and
register the Lease deed within 2 months' time from date ofthe Judgment.
State Government didn't adhere with the direction ofthe Hon'ble Orissa
High Court. Therefore, the Company again approached the Hon'ble High Court and filed a
contempt Petition. The same was heard by the Hon'ble High Court on 25.01.2019 and the
Court admitted the same and issued notices to the opposite parties (State of Orissa
&Ors.).
In the meantime, on 19.02.2019, the State of Odisha filed SLP in the
Supreme Court of India against the judgment / order dated 24.04.2018 passed by the Hon'ble
High Court of Orissa praying for quashing of the order and to stay of the operation of the
said order.
On 11.03.2019 the matter was listed before the Hon'ble Chief Justice
Bench in the Supreme Court for hearing. After the hearing counsels appeared for both
sides, the Hon'ble Supreme Court passed the following order:
"Delay condoned, Issue Notice. In the meantime, the operation of
the impugned order passed by the High Court shall remain stayed."
The matter was listed for hearing before the Registrar Court on
28.01.2020. Pursuant to the direction of the Registrar all the Affidavits and Counter
Affidavits were filed by all the concerned parties, except Resp. No.4/ MoEF.
The case was listed on 06.01.2023 before the Registrar Court, Resp
No.4/ MoEF appeared and took time for four weeks to file their Counter Affidavit. The
Registrar directed for listing of the case before the Hon'ble Court for hearing after four
weeks.
The case was last listed on 24.04.2023 before the Court for hearing,
the Resp. No.4/ MoEF though has appeared and but has not filed their Counter Affidavit,
the matter is adjourned and the Hon'ble Court has directed to list the case on any
non-miscellaneous day, so the case will be listed indue course of time for hearing on
final disposal.
Status of Stage-ll Forest Clearance
State Government's letter no. 3091/9F(MG)-359/2016 dated 16.02.2023
submitting the additional information in respect of the Ministry's/ MoEF letter dated
14.01.2023. After the examination of the additional information submitted by the State,
the following shortcomings have been observed by MoEF vide its letter dated 16.02.2023:
a. ) The justification given against the observation No. 2 ofthe
Ministry letter dated 14.01.2023 is not tenable as the User Agency (UA) has already given
an undertaking to comply with the conditions as per the letter dated 25.07.2017. The
Forest Advisory Committee (FAC) after thorough deliberation has imposed the penal
conditions and the same was approved by the competent authority in the Ministry. The
mining operations were running up to 06.06.2022 without a valid approval under Forest
(Conservation) Act, 1980. Therefore, the penalties as prescribed in the conditions of
approval are required to be realized by the State and intimated to the Ministry for
further necessary action in the matter.
b. ) The KML file of safety zone has been analyzed on DSS and it is
observed that perplanting operations such as pits are visible in the proposed CA (SZ). The
same may be clarified.
Compliance Letter of BAL:
BAL has submitted representation to DFO stating that M/s Balasore
Alloys Ltd., at no point of time, in fact, is no way responsible for any violation of the
Forest (Conservation) Act, 1980, if any, as by the time the lease was granted in favour of
the BAL, the same were broken up area and not only prior to the Forest (Conservation) Act,
1980 but also even prior to the inception of MMDR Act, 1957, to be more specific since the
year 1953, hence , and the direction to deposit the penalty amounts to penal NPV and penal
CA as is demanded is wholly illegal and is liable to be set aside. Moreover, the condition
imposed in Stage-1 Forest Clearance order, the same condition has been deleted as per the
Ministry letter dated 25th July,2017, hence the question of penal NPV do not arise.
Moreover FAC after thorough deliberation and discussion recommended the
5 No of cases to deal the penalty, as per the decision of FAC guideline issued by the
ministry vide no F.No.ll-42/2017-FC 29th January, 2018 and as per same no violation under
Forest (Conservation) Act, 1980 is attributed to Balasore Alloys. State Government and
PCCF & HoFF, Odisha has recommended earlier
that no violation was attributable and recommended for accordance
offinal approval for non-forest use ofSabik Kisam forest land as applied.
We would like to mention that similar cases happened with other
projects of the Sukinda valley, granted lease along with M/s Balasore Alloys Ltd and final
approval has been accorded without attributing any violation of the Forest (Conservation)
Act, 1980 as per recommendation of FAC. Further DFO has forwarded our representation for
further processing to MOEF, New Delhi.
In the above circumstances, We hope and expect that on the basis of the
recommendation by the State Government and PCCF & HoFF, Odisha, the process for
accordance offinal approval for non-forest use ofSabik Kisam forest land by the MoEF, New
Delhi can be completed any time soon.
EXPORTS
During the Financial year-2022-23 your company has exported 8,613 MT of
HCFC with a value of Rs. 100.73 Cr. No Export sale in FY-2021-22.
CHALLENGES DUE TO COVID PENDAMIC
Your company was endeavoring to lift itself out of the morass of the
financial and operational crisis during the financial year, the global pandemic Covidl9
and the nationwide lock down struck a double whammy, seriously and adversely affecting and
impacting the operations of the company. Unfortunately, with no reduction in the cost of
production, the company suffered cash losses and severe liquidity crunch causing delay in
payment of certain liabilities, including payment of electricity.
Presently, due to lack of adequate raw material and power supply, the
Plants was non-operative for most past of the year under review and the company tried to
streamline its business/ operations both at its Mine and Plant. The Plant of the Company
was operational only intermittently. The plant, due to Power cuts from NESCO, remained
non-operational during from 14th Sept, 2020 onwards. Consequently, there has been
significant loss of production and business, and the revenues and profitability have been
adversely affected during the year under review.
BUSINESS EXCELLENCE DRIVE
On its pursuit towards excellence, your company continued its
initiatives of TPM (Total Productive Maintenance), Lean and Six Sigma. In its drive to
strengthen Business Excellence, the Company has adopted the globally acclaimed Malcolm
Baldrige Business Excellence Model of USA for long term competitiveness and business
sustainability through strategy formulation and execution to achieve its stated Vision and
Mission. The Baldrige Excellence Model empowers the organization to reach its goals,
improve results, and become more competitive. The core values and concepts are the
foundation for integrating key performance and operational requirements within a
results-oriented framework that creates a basis for action, feedback, and ongoing success.
Your company continued its thrust on the key Business Excellence
initiatives through virtual/ classroom training and facilitation at site by the Business
Excellence team in order to integrate these with the shop floor operations. To bring
synergy and accelerate BE culture across the organization, it has been apprehended that
the success of change management underlies in accepting and driving the BE culture at
departmental level.
Operational Excellence in today's competitive climate depends upon the
implementation of multiple complimentary & proven strategies. Your organization has
adopted a proven TPM philosophy since long period. TPM involves and engage employee
through 10 pillar concepts. Besides, disciplined preventive maintenance facilitated in
improving equipment health. YourCompanyhas successfully implemented the Integrated
Management System (IMS) which integrates all business processes across the value chain.
Your company initiated Lean management aims to maximize customer value
while minimizing waste in the processes the Lean approach involves reducing waste in
production processes by streamlining operations, optimizing resources, and minimizing
inventory. This results in improved efficiency, better quality control and increased
profitability.
Lean principles are applied by focusing on customer needs and
continuously improving processes to meet those needs. This results in faster delivery
times, better customer satisfaction and reduced costs. The Lean approach is a
customer-centric methodology that values efficiency, continuous improvement, and waste
reduction.
Your company has developed a well-defined process map and initiatives
has been taken it in order to eliminate the Non-value
Added activities (NVA), enhance the Value-added activities (VA) and to
optimize the Non value Added activities but essential activities (NAV-E).
INDUSTRY OUTLOOK
The outlook for the Ferro Chrome industry for the FY 2022-23 period is
mixed, with both positive and negative factors affecting the industry.
On the positive side, the demand for stainless steel, which is a major
consumer of Ferro Chrome, is expected to grow in the coming year. This is due to
increasing demand from the construction industry, as well as from the automotive and
aerospace sectors.
However, on the negative side, the COVID-19 pandemic has had a
significant impact on the global economy, including the Ferro Chrome industry. The
pandemic has disrupted supply chains and reduced demand for Ferro Chrome, leading to a
decline in prices.
In addition, there are concerns about oversupply in the market, which
could lead to further price declines. This is partly due to the increasing production of
Ferro Chrome in India and China, which are two ofthe largest producers ofthe metal.
Overall, while there are some positive factors that could support the
Ferro Chrome industry in the coming year, the negative impact of the pandemic and
oversupply concerns may limit growth in the industry.
BUSINESS STRATEGY
Volume-driven growth: Your Company is analyzing ways of increasing the
operating capacity from about 1,60,000 MT through capacity balancing, process optimization
and marginal capital investment. This should increase the operating capacity to around
1,80,000 MT.
The Company is continuously exploring opportunities for growth and
expansion organically and inorganically. Organically, the company is undertaking
development of its underground mining in kaliapani Chromites Mines at Sukinda, Odisha.
Value-led growth: The team is working on increasing the production of
value-added products namely low and medium-silicon, low- phosphorous, Low &
medium-carbon and high-chromium, among others. In addition, your Company is focused on
maximizing its net realization through proper market segmentation in the domestic and
international markets by selling directly to the end user.
Sustainability: Your Company owns natural resource assets of captive
Chromites Ore Mines located at Sukinda Valley, Jajpur, Odisha. In addition to mining
through open cast system, the company has also planned to excavate the blocked chrome ore
in the open case benches by Drift & Fill method which will be done for the first time
in the country. The company is also developing underground mining in Kaliapani Chromites
Mines of Sukinda.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year, there was no change in the nature of business ofthe
Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There have been no material changes and commitments, affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of the report.
SUBSIDIARIES, ASSOCIATES AND JOINTVENTURE COMPANIES: SUBSIDIARIES
As on the date of this report, the subsidiary companies are Milton
Holding Limited and Balasore Metals Pte. Limited and Balasore Energy Limited is the only
associate Company. Further, the company does not have any joint venture.
A report on the performance and financial position of each of the
Subsidiaries and associate Company is included in form AOC -1 which forms part of this
report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Section 129 (3) of the Companies Act, 2013, read
with Regulation 34 of SEBI (LODR), Regulations, 2015 the Company has prepared a
Consolidated Financial Statement ofthe Company and all its subsidiaries and associate
companies, which is forming part of this Annual Report.
The Statement in Form AOC-1 containing the salient features of the
financial statement of the Company's subsidiaries and associates pursuant to first proviso
to sub-section (3) of Section 129 of the Companies Act 2013 forms part of this Report as
Annexure-1.
In accordance with third proviso of Section 136(1) of the Companies
Act, 2013, the Annual Report of the Company, containing therein its standalone and the
consolidated financial statements has been placed on the website of the Company at www.
balasorealloys.com
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan, guarantees provided or made any
investments exceeding sixty per cent of its paid-up share capital, free reserves and
securities premium account or one hundred per cent of its free reserves and securities
premium account, whichever is more, as prescribed under Section 186 of the Companies Act,
2013 read with applicable rules made there under.
During the year under review there is no loan given, the details of
investment made and the Guarantees provided under the provisions of Section 186 of the
Companies Act, 2013 are given in the note of accounts of the Financial Statements of the
Company for the year ended on 31st March, 2023
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year ended March 31, 2023 your Company's
transactions with all the Related Parties as defined under the Companies Act, 2013 read
with rules framed there under were in the ordinary course of business and at arm's length
basis. Your Company does not have a material unlisted subsidiary as stipulated under
Regulation 16(l)(c) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015. During the year under review, your Company has undergone a Related Party
Transaction requiring ratification/approval of the Shareholders.
All Related Party Transactions ('RPT') are placed before the Audit
Committee for its ratification/approval. Since there was a materially significant RPT
during the year under review disclosure in Form AOC-2 is applicable and is annexed to this
Report as Annexure - 2. Further, necessary disclosures required under the Indian
Accounting Standard (Ind AS - 24) have been made in the Notes forming part of Financial
Statements of this Annual Report.
PUBLIC DEPOSITS
The Company has not invited or accepted any deposits from the public as
stipulated under Section 73 ofthe Companies Act, 2013 and The Companies (Acceptance of
Deposits) Rules, 2014.
AUDITORS & AUDITORS' REPORT
Pursuant to provision of Sections 139 and 142 and other applicable
provisions, if any, of the Act and Rules made there under and based on the recommendations
of the Audit Committee and Board, M/s. B. Nath & Co., Chartered Accountants (Firm
Registration No.30757E), Statutory Auditors of the Company have been appointed by the
members at the 32NDAnnual General Meeting held on 30THMarch, 2023 first term of five
years, to hold office from the conclusion of 32nd AGM until the conclusion ofthe 37th AGM
ofthe Company on such remunerations as shall be fixed by the Board of Directors from time
to time in consultation with the Auditors.
The Auditors' Report to the shareholders for the year under review does
not contain any qualifications or adverse remarks except in the Internal Financial Control
which is self-explanatory and your company is in the process to rectify the same. The
Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and
do not call for any further comments.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost record and Audit) Rules, 2014 and based on the recommendations of the
Audit Committee, the Board of Directors at its meeting held on 15th February,2023 has
approved the appointment of M/s. Shome & Banerjee (Firm Registration Number 000001) as
the Cost Auditors ofthe Company for the Financial Year 2022-23 to conduct audit of the
Cost Records, maintained by the Company as required under the Companies Act, 2013, a
resolution seeking approval for the remuneration payable to the Cost Auditors was ratified
by the shareholders at their Annual General Meeting held on 29th May, 2023 ofthe Company.
The Cost Audit Report for the Financial Year ended on March 31, 2021
was filed with Central Government in specified forms within the due date by the Cost
Auditors ofthe Company. The Report ofthe Cost Auditors for the Financial Year ended on
March 31, 2022 is under finalization and will be filed with the MCA within the prescribed
period.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with Rule 13 of (The Companies (Accounts) Rules 2014) and since the Committee of the
Board of Directors of the Company were reconstituted by the Board in its meeting held on
15th February, 2023 the appointment of M/s Das & Prasad, Chartered Accountants, (Firm
Registration Number 303054E) as the Internal Auditor of the Company for the financial year
2022-23 to conduct the internal audit of the Company was ratified by the Board as
recommended by Audit Committee in its meeting held on 26th April, 2023.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 M/s
MKB & Associates, Practising Company Secretaries conducted the secretarial audit of
the Company for the financial year 2022-23. The report of the Secretarial Auditor of the
Company for the financial year ended on 31st March, 2023 is annexed to this Report as
Annexure- 3. The Secretarial Audit Report contains the following qualification as:
a. out of the entire shareholding of the promoters, 4660 equity shares
(0.005% of the total share capital of the Company) are not held in dematerialized form as
required under Regulation 31(2) of Listing Regulations, 2015.
The shareholders may kindly note that 4,660 Shares of the Promoters are
lying as collateral securities with Bank. The same shall be dematerialized in due course
in consultation with the Bank.
b. the Annual General Meeting for the financial year ended on 31st
March, 2021 and 31st March, 2022 was held on 29th May, 2023 thereby contravening Section
96(1) of Companies Act, 2013.
Due to non operational status of the plant and an improper composition
of the Board of directors and its Committee(s), the financial statements could not be
prepared and hence, the Annual General Meetings of the shareholders during the FY 2020-21
and FY 2021-22 could not be convened.
c. Only 2 meetings of Board of Directors of the company were held
during the year under review on 04.05.2022 and 15.02.2023 with a time gap of more than one
hundred and twenty days, contravening the provisions of Section 173(1) of Companies Act,
2013 and Regulation 17(2) of Listing Regulations;
As reguired under the SEBI Listing reguirements the composition of the
Board of directors of the company and its Committee(s) were completed by the Board in its
meeting held on 15th February, 2023 thereby resulting in an inadeguate time gap between
meetings.
d. the quarterly results for the quarter ended June, 2022, September,
2022 and December, 2022 were not placed/ approved by the Audit Committee/ Board within the
period specified under Regulation 33 of Listing Regulations. The aforesaid financial
results along with financial results for the quarter and year ended 31.03.2023 were
approved by the Board at its meeting held on 30th May, 2023.
Since the Audit Committee of the Board of Directors of the Company was
reconstituted by the Board in its meeting held on 15th February, 2023, the guarterly
results could not be approved by the Audit Committee/ Board within the period specified
under Regulation 33 ofListing Regulations.
e. the company has not paid annual listing fees for the financial year
2022-23 to The Calcutta Stock Exchange Limited.
The company isfollowing up with the Stock exchangefor the pending
invoices against which payments are due.
f. The company has not taken special contingency insurance policy
towards the risk arising out of the requirements relating to issuance of duplicate
securities in order to safeguard and protect the interest of the listed company as
required under SEBI circular SEBI/H0/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated 25.05.2022.
g. The company has not opened suspense escrow account as required under
SEBI circular SEBI/HO/ MIRSD/PoD-1/ OW/P/2022/64923 dated 30th December 2022.
h. The Committees of Board of Directors as required under Companies
Act, 2013 and Listing Regulations were not properly constituted till 14.02.2023. No
meetings of any of the committees were held during the year under review.
The Committees of the Board of Directors of the Company were duly
reconstituted by the Board in its meeting held on 15th February, 2023.
i. the company has not disseminated the information as stated in
Regulation 46(2) under the separate section of its website. There has been no updates on
the website of the company during the year under review;
The company has initiated the process ofupdation ofcompany website as
stated in Regulation 46 (2).
j. Pursuant to resignation of Ms. Mita Jha, Independent women director,
the Company did not have a woman director from 10.08.2022 to 14.02.2023;
Mrs. Shweta Jain was appointed as an Independent Woman Director by the
Board of directors of the Company in its meeting held on 15th February, 2023.
k. The Board of Directors on 15.02.2023 appointed 3 Independent
Directors without the recommendation of Nomination and Remuneration Committee;
Since the Nomination and Remuneration Committee ofthe Board ofDirectors
ofthe Company was reconstituted by the Board in its meeting held on 15th February, 2023,
the appointments ofindependent directors could not be recommended.
l. The Company did not have an internal auditor in the company during
the financial year 2022-23 thus violating Section 138 of Companies Act, 2013.
m. the company has not made disclosure under Regulation 30 of Listing
Regulations with respect to non-submission of quarterly results, appointmentand
resignation ofDirectors, CompanySecretary;
n. pursuant to resignation of Mr. Sanjay Gupta as CFO ofthe company
from 14.03.2022, the Board ofDirectors at its meeting held on 26.04.2023 appointed Mr.
Debasish Ganguly as CFO ofthe company with effect from 10.04.2023 without recommendation
of Nomination & Remuneration Committee and Audit Committee.
o. the Unpaid/unclaimed dividend for 2014-15 amounting to Rs. 16.33
lakhs which was required to be transferred to Investor Education and Protection Fund
during the year under review, has not been transferred during the year under review;
p. disclosure as required under Regulation 31(4) ofThe Securities and
Exchange Board of India (Substantial Acquisition ofShares and Takeover) Regulations, 2011
has not been made by the promoters of the company during the financial year 2022-23;
q. The Company has not filed Form DIR-12 for the appointment/
resignation of some of the Directors /KMPs made during the financial year 2022-23 with
Ministry of Corporate Affairs. Form MGT-14 required to be filed under Section 117 of
Companies Act, 2013 have not been filed during the year under review;
r. related party transactions have taken place during the financial
year ended 31.03.2023 without any approval under Section 177/ Section 188 of Companies
Act, 2013 and Regulation 23 of Listing Regulations;
Since the Audit Committee was constituted on 15th February, 2023 prior
approval for the related party transactions during the financial year ended 31.03.2023
could not be taken but was taken postfacto in the Board meeting held on 30th May, 2023.
s. no disclosures under 27(2) and other applicable regulations of
Listing Regulations have been made during the year under review. No disclosure as required
under Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 have been
made during the year under review;
Disclosure under Reg. 27(2) could not be done since no committee ofthe
Board of directors ofthe company was constituted during the year under review while
disclosure under Reg. 40(9) has been complied with as on date. Disclosures under
Regulation 76 ofSEBI (Depositories and Participants) Regulations, 2018 have been complied
with as on date.
t. The Company has not complied with the provisions of Regulation 3(5)
and 3(6) of Securities and Exchange Board of India (Prohibition oflnsiderTrading)
Regulations, 2015 duringthe period under review;
u. Mr. Paramesh Bhattacharya was not registered in Independent
Director's Databank maintained by Indian Institute of Corporate Affairs at the time of his
appointment. He was registered in the Independent Director's Databank on 19.06.2023;
n. The Company has not appointed Cost Auditor for the Financial Year
2022-23 within 180 days from the commencement of the Financial Year. Cost Audit for the
Financial Year 2021-22 was not carried out within 180 days of the closure of Financial
Year 2021-22 and Form CRA-4 for the Financial Year 2021-22 has not been filed with the
Central Government fill the date of this report;
The cost audit for the financial year ended 31.03.2022 is under process
and shall be completed in due course. The delay is mainly due to non operational status of
the plantfor most part of the year under review.
o. The company has not closed trading window during the year under
review
p. The Company has not made newspaper advertisement before sending the
notices and copies of the financial statements to the shareholders towards Annual General
Meeting held on 30.03.2023 as required under General Circular No. 20/2020 dated 5th May,
2020 issued by Ministry of Corporate Affairs
q. The company has defaulted in payment of dues to banks. The company
has not taken prior approval of banks before obtaining approval of the shareholders in
general meeting for payment of remuneration to Managing Director/ Whole-time Directors as
per Section 197 read with Schedule V of the Companies Act, 2013.
We further report that there was a delay in Filings required to be made
to the stock exchanges during the year under preview as
follows:
Compliance |
Period |
Due date |
Filed on |
Statement
of investor complaints under |
For the
quarter ended June, 2022 |
21.07.2022 |
07.06.2023 |
Regulation
13(3) of Listing Regulations |
For the
quarter ended September, 2022 |
21.10.2022 |
07.06.2023 |
|
For the
quarter ended December, 2022 |
21.01.2023 |
07.06.2023 |
|
For the
quarter ended March 2023 |
21.04.2023 |
07.06.2023 |
Submission
ofShareholding pattern under |
For the
guarter ended June, 2022 |
21.07.2022 |
06.06.2023 |
Regulation
31 ofListing Regulations |
For the
guarter ended September, 2022 |
21.10.2022 |
06.06.2023 |
|
For the
guarter ended December, 2022 |
21.01.2023 |
06.06.2023 |
|
For the
auarter ended March 2023 |
21.04.2023 |
06.06.2023 |
Compliance
certificate under regulation 7(3) |
For the
financial year ended on 31.03.2023 |
30.04.2023 |
15.05.2023 |
Compliance
certificate under regulation 40(9) |
For the
financial year ended on 31.03.2023 |
30.04.2023 |
22.06.2023 |
We further report that the Company has filed e-form CRA-2 towards the
appointment of Cost Auditor for the financial year 2022-23 on 20.06.2023.
We further report that
a) During the year under review and based on the forms and disclosures
made on the Stock Exchanges, the Board of Directors of the Company is not duly constituted
with proper balance of Executive Directors, Non-Executive Directors and Independent
Directors. As per the signed minutes of 15th February, 2023, the company appointed three
Independent Directors and reconstituted all the committees of the Board. The changes in
the composition of the Board of Directors that took place during the period under review
were not carried out in compliance with the provisions of the Act.
b) Only two meetings of Board of Directors of the company were held
during the financial year 2022-23 on 04.05.2022 and 15.02.2023. For Board Meeting held on
15th February, 2023, adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least 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. No
such related documents were available for Board Meeting held on 4th May, 2022.
c) As per the signed minutes of Board meetings held on 4th May, 2022
and 15th February, 2023 none of the directors in any meeting dissented on any resolution
and hence there was no instance of recording any dissenting member's view in the minutes.
Due to non-availability of any related documents, we are not able to
comment whether there are adequate systems and processes in the Company commensurate with
the size and operations of the Company to monitor and ensure compliance with applicable
laws, rules, regulations and guidelines.
Based on the records made available to us, we are unable to comment
whether any proceedings have been initiated against the company under Companies Act, 2013/
SEBI Regulations (other than Public Notice/ Show Cause Notice mentioned below)/ other laws
as applicable to the company. We further state that in the absence of records we are not
able to comment on compliance by the company of other fiscal, labour, environmental and
specific Acts, Rules and Regulations as applicable to the company.
We further report that Public Notice/ Show Cause Notice has been issued
by BSE Ltd ("Exchange") with respect to the compulsory delisting of securities
of the company under Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2021
Board's Explanation on the Secretarial Audit Report
The Board may kindly note that our company has largely been compliant
with all the regulatory requirements of SEBI, Companies Act, 2013, the Stock Exchange and
other applicable Laws and had an excellent compliance track record upto March 2020. It was
only from the incidents which took place during FY- 2019-20 led to adverse effect on the
performance and financial health of the Company, ultimately resulting in non-compliances.
However, since plant has been made operational after a long gap, the management with an
objective to revive the company and rectify the non-compliances have taken suitable steps
including reconstitution of the Board of directors of the company and its various
Committees.
DIRECTORS & KEY MANAGERIAL PERSONNEL
I) DIRECTORS:
(a) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SUB-SECTION (7) OF SECTION 149 OF THE COMPANIES ACT, 2013 AND REGULATION 16 OF SEBI
(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of Independence as
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
(b) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS
The Independent Directors are familiarized with the Company, their
roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company, etc. On appointment, the Independent
Director is issued a Letter of Appointment setting out in detail, the terms of
appointment, duties, responsibilities and expected time commitments. Each newly appointed
Independent Director is taken through a formal induction program including the
presentation from the Managing Director on the Company's manufacturing, marketing, finance
and other important aspects. The Company Secretary briefs the Directors about their legal
and regulatory responsibilities as a Director. The induction for Independent Directors
include interactive sessions with Committee Members, Business and Functional Heads, visit
to the manufacturing site, etc. On the matters of specialized nature, the Company engages
outside experts/consultants for presentation and discussion with the Board members. The
Details of familiarization programme imparted by the Company to its Independent directors
is displayed at its website i.e. www.balasorealloys.com
(c) WOMAN DIRECTOR
As per the provisions of Section 149(1) of the Companies Act, 2013 and
Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015,
the Company is required to have at least one Woman Director on its Board. After the
resignation of Ms. Mita Namonath Jha Director of the Company w.e.f. 10thAugust, 2022, Mrs.
Shweta Jain was appointed as Director w.e.f. 15th Feb 2023.
(d) APPOINTMENT OF DIRECTORS
Mr. Ramen Ray Mandal, Mr. Pravakar Mohanty, Mr. Paramesh Bhattacharya
and Mrs. Shweta Jain were appointed as Independent Directors of the Company by the Board
of Directors in its meeting held on 15th Feb, 2023. Mr. Rajib Das was appointed as
non-executive and non-independent director of the Company by the Board of Directors in its
meeting held on. 15th Feb, 2023. Mr. Saivenkat Chitisureshbabu Chigurupali was appointed
as a whole time Director for a period of 3 years by the Board of Directors in its meeting
held on 15th Feb, 2023.
(e) RESIGNATION OF DIRECTORS
During the year under review Mrs. Mita Namonath Jha and Mr. Tarini
Prasad Mohanty both resigned from the post of Independent Directors w.e.f.lOth August,
2022 and 8th June, 2022 respectively. The Board placed on record its sincere appreciation
for the valuable guidance and contribution made by all the above Directors in the
deliberation of the Board during her tenure as Directors on the Board ofthe Company.
(f) RETIREMENT BY ROTATION
As per the provisions of Section 152(6)(c) ofthe Companies Act, 2013,
Mr. Debasish Ganguly retires by rotation, and being eligible, offers himself for
re-appointment. In view of his considerable experience and contribution to the Company,
your Directors recommend his re-appointment.
Resume and other information in respect of the Directors seeking
appointment/ re-appointment as required under Regulation 36 ofthe SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on
General Meetings duly issued by 'The Institute of Company Secretaries of India' has been
given in the Notice convening the ensuring Annual General Meeting. The Board of Directors
recommends the above appointment(s)/re-appointment(s).
(II) KEY MANAGERIAL PERSONNEL
As on the date of this report Mr. Rajendra Kumar Parakh, Managing
Director, Mr. Saivenkat Chitisureshbabu Chigurupali, Executive Director - Operations, Mr.
Debasish Ganguly, Director Finance & CFO and Mr. Pankaj Agarwal, Company Secretary of
the Company are the Key Managerial Personnel of the Company, pursuant to Section 203 (2)
of the Companies Act, 2013.
MEETINGS:
MEETINGS OF BOARD OF DIRECTORS
Since the Board of Directors was reconstituted on 15th February 2023
during the financial year ended on 31st March, 2023, two Meetings of the Board of
Directors of the Company were held. The detail of the meetings and the number of meetings
attended by each director of the Company are separately given in the Corporate Governance
Report. The intervening gap between the two Board Meetings was not within the period as
prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
MEETINGS OF INDEPENDENT DIRECTORS
Sectionl49, Schedule IV of the Companies Act 2013 and Regulation 25 of
SEBI (LODR) Regulations, 2015, mandates the independent directors (ID) of a company to
hold at least one separate meeting in a financial year themselves. In this meeting, the
Independent Directors evaluates the performance of Board and its Committee as a Whole Time
Directors, Non-Executive Directors and also assess the quality, quantity and the
timeliness of flow of information between the Management and the Board. It is usual
practice to hold such separate meeting towards the end of financial year.
In view of the sudden unprecedented lockdown imposed in India due to
the COVID-19 pandemic situation across the world, the Independent Directors didn't have
adequate time and information at hand to convene such separate meeting and hence the
separate Independent Directors meeting couldn't be convened during the period under
review. Further, MCA has vide its General Circular No. 11/2020 dated 24th March, 2020 had
waived the requirement of holding Independent Director (ID) Meeting and it would not be
viewed as a non-compliance ofthe statutory provisions.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under section 197(12) of the Companies Act 2013,read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached as
Annexure-4.
The particulars of employees as required under Section 197 of the
Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (including any statutory modifications or re-enactments
for the time being in force) in respect ofthe Top 10 Employees (in terms of remuneration
drawn) including Employees employed throughout the financial year under review and in
receipt of remuneration aggregating not less than Rs. 1,02,00,000 per annum as given in
Annexure-5 hereto and forms part of this Report.
There was no employee who was employed for part of the financial year,
requiring such disclosure. There was also no employee
receiving remuneration during the year is in excess of that drawn by
the Managing Director or Whole-time Director and holding by himself or along with his
spouse and dependent children, not less than two percent of the equity shares of the
Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the
Companies Act, 2013, with respect to Directors' Responsibility Statement, the Directors
hereby confirm that:-
(i) in the preparation of the annual accounts for the year ended 31st
March,2023, the applicable accounting standards, have been followed and there are no
material departures from the same;
(ii) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at the end of the
financial year and of the profit of the Company for that period;
(iii) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; and
(iv) the directors have prepared the annual accounts ofthe Company on a
'going concern' basis.
(v) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
(vi) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
Management's Discussion and Analysis for the year under review, as
stipulated under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015
is presented in a separate section forming part ofthe Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements as set out in Regulation 17
ofthe SEBI (LODR) Regulations, 2015. The Report on corporate governance as stipulated in
Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 forms an integral
part of this Annual Report.
The Certificate received from M/s. B. Nath & Co, Chartered
Accountants, Statutory Auditor of the Company confirming compliance with the conditions of
corporate governance as stipulated in Regulation 34 read with Schedule V of the SEBI
(LODR) Regulations, 2015, is attached to the Report on corporate governance. This
Certificate will be forwarded to the Stock Exchanges along with the Annual Report ofthe
Company.
CEO/CFO CERTIFICATION
Pursuant to Regulation 17 ofthe SEBI (LODR) Regulations, 2015
pertaining to corporate governance norms, Mr. Akula Nagendra Kumar, Managing Director
ofthe Company and Mr. Debasish Ganguly, Director-Finance & CFO ofthe Company have
certified inter- alia, about review of financial statements and establishing &
maintaining internal control to the financial reporting for the year ended on 31stMarch,
2023. The said certificate forms an integral part ofannual report.
PERFORMANCE EVALUATION
Pursuant to the provisions of requirements of Section 149, Schedule IV
ofthe Companies Act, 2013 and regulation 25 of SEBI (LODR) Regulations, 2015, the Board
has to carry out an annual performance evaluation of its own performance and that of its
Committees and individual Directors. However, In view ofthe sudden unprecedented lockdown
imposed in India due to the COVID-19 pandemic situation across the world, the Independent
Directors didn't have adequate time and information at hand to convene such separate
meeting and hence the separate Independent Directors meeting couldn't be convened during
the period under review.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the year under review, the Company has duly complied with the
applicable provisions of the Secretarial Standards on Meetings of the Board of Directors
(SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India
(ICSI).
COMMITTEES OF BOARD
AUDIT COMMITTEE
The composition, terms of reference, details of the meeting held during
the year and the number of meetings attended by each member of the Audit Committee has
been furnished in the Corporate Governance Report forming a part of this Annual Report.
There has been no instance where the Board has not accepted the recommendations of the
Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The composition, terms of reference, details of the meeting held during
the year and the number of meeting attended by each member of the Nomination and
Remuneration Committee has been furnished in the Corporate Governance Report forming a
part of this Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition, terms of reference, details of the meeting held during
the year and the number of meeting attended by each member of the Stakeholders
Relationship Committee has been furnished in the Corporate Governance Report forming a
part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The composition and terms of reference, details of the meeting held
during the year and the number of meeting attended by each of the Corporate Social
Responsibility (CSR) Committee has been furnished in the Corporate Governance Report
forming a part of this Annual Report.
POLICIES AND CODES
REMUNERATION POLICY
Your company has formulated a remuneration policy for the Board
Members, Key Managerial Personnel (KMPs) and Senior Management Personnel, (SMPs) in terms
of the provisions of section 178 of the Companies Act, 2013 read with the relevant rules
there under and the SEBI (LODR) Regulations, 2015. The said policy may be referred to, at
the Company's website at the web link:
http://www.balasorealloys.com/upload/media/pdf/Remuneration%20Policy.pdf
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has formed a Whistle Blower Policy / Vigil Mechanism policy
as required under Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI
(LODR) Regulations, 2015. A Vigil (Whistle Blower) mechanism provides a channel to the
employees and Directors to report to the management concerns about unethical behavior,
actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism
provides for adequate safeguards against victimization of employees and Directors to avail
of the mechanism and also provide for direct access to the Chairman of the Audit Committee
in exceptional cases. No personnel of the Company denied access to the Audit Committee.
The said policy was revised w.e.f. 14th February, 2018 and may be referred to, at the
Company's website at the web link:
http://www.balasorealloys.com/upload/media/code/Whistle%20Blower%20Policy%20-%20
Final.pdf RISK MANAGEMENT POLICY
In order to fulfill the objectives of Risk Management Policy and lay a
strong foundation for the development of an integrated risk management framework, the
policy outlines the following guiding principles of Risk Management.
Principles of Risk Management:
1. All business decisions will be made with the prior information and
acceptance of risk involved.
2. The Risk Management Policy shall provide for the enhancement and
protection of business value from uncertainties and consequent losses.
3. All employees of the company shall be made aware of risks in their
respective domains and their mitigation measures.
4. The risk mitigation measures adopted by the company shall be
effective in the long-term and to the extent possible be embedded in the business
processes ofthe company.
5. Risk tolerance levels will be regularly reviewed and decided upon
depending on the change in company's strategy.
6. The occurrence, progress and status of all risks will be promptly
reported and appropriate actions be taken thereof.
Risk Management Policy Statement
The policy statement is as given below:
1. To ensure protection of shareholder value through the establishment
of an integrated Risk Management Framework for identifying, assessing, mitigating,
monitoring, evaluatingand reportingofall the probable risks.
2. To provide clear and strong basis for informed decision making at
all levels of the organization.
3. To continually strive towards strengthening the Risk Management
System through continuous learning and improvement. POLICY ON PREVENTION OF SEXUAL
HARASSMENT
Your Company has adopted the policy against Sexual Harassment of Women
at Workplace, for the purpose of preventing, prohibiting and redressing sexual harassment
of female employees including permanent, temporary, on training and on contract basis at
all the workplace within the company, which are based on fundamental principles ofjustice
and fair play.
Further, an Internal Complaints Committee (ICC) has been constituted at
every location where offices ofthe Company are situated which shall be responsible for
redressal of complaints related to sexual harassment. The Company has put in place
suitable processes and mechanisms to ensure issues of sexual harassment, if any, are
effectively addressed. During the year under review, there were no complaints of sexual
harassment received by the ICC of the Company.
CORPORATE SOCIAL RESPONSIBILITY POLICY
Your Company has been at the forefront in extending benefits of the
local communities in and around its projects. We have always believed in the sustainable
development of the society. We have earned the trust of the local community over the years
through our community services, on a regular basis, throughout the year.
The Company perceives corporate social responsibility as an opportunity
to contribute towards uplifting the society a large, empowering individual (especially
women) making them self-reliant, eradicating poverty, providing sanitation
facilities&safe drinking water, promoting education, supporting economically weaker
section of the society and ensuring environment sustainability.
In compliance with the provisions ofSection 135 and Schedule VII ofthe
Companies Act, 2013, the Corporate Social Responsibility (CSR) Committee of the Board has
formulated and recommended to the Board, a CSR Policy for its approval.
This policy, which encompasses the company's philosophy for delineating
its responsibility as a corporate citizen, lays down the guidelines and mechanism for
undertaking socially useful programmes for welfare & sustainable development ofthe
community at large. The CSR Policy may be accessed on the Company's website at link:
http://www.balasoreallovs.com/uoload/media/csr-policv/CSR 25 06 2018.pdf
The Report on CSR activities or initiatives for the financial year
2022-23 as required under the Companies (Corporate Social Responsibility) Rules, 2014 has
been attached as Annexure - 7 to this Report.
POLICY ON MATERIALITY & DEALING WITH RELATED PARTY TRANSACTIONS
The Board at its meeting held on 20thMay, 2014 had approved the policy
on materiality of and dealing with Related Party Transactions. The policy regulates the
transactions between the Company and its Related Parties based on the laws and regulations
applicable to
the Company and also lays down mechanism for identification, approval,
review and reporting of such transactions. The policy on materiality of and dealing with
Related Party Transactions may be accessed on the Company's website at link:
http://www.balasorealloys.com/upload/media/pdf/Policy%20on%20Related%20Party%20Transaction.pdf
POLICY ON PRESERVATION AND ARCHIVING OF THE DOCUMENTS
The Company in its meeting held on 14thNovember, 2015 had approved the
policy on preservation and archiving of the documents. The policy ensures safe keeping of
the records and safeguard of the documents from getting manhandled, while at the same time
avoiding superfluous inventory of documents.
POLICY TO DETERMINE THE MATERIAL EVENTS
The Board at its meeting held on 14thNovember, 2015 had approved the
Policy to determine the material events or information. The Policy to determine the
material events or information provides the guidelines for proper, sufficient and timely
disclosure of the material events or information to the Stock Exchange(s) and / or any
other regulatory authorities.
POLICY FOR DETERMINING MATERIAL SUBSIDIARIES
The Board at its meeting held on 28thSeptember, 2016 had approved the
Policy for determining Material Subsidiaries. The Policy for determining Material
Subsidiaries specifies the process of determination and compliances in respect of Material
Subsidiaries. The policy for determining Material Subsidiaries may be accessed on the
Company's website at link:
http://www.balasorealloys.com/upload/media/pdf/Policy%20for%20Determination%20of%20Material%20Subsidiaries.pdf
CODE OF CONDUCT
The Company's Code of Conduct is based on the principle that business
should be conducted in a professional manner with honesty and integrity and thereby
enhancing the reputation of the Company. The Code ensures lawful and ethical conduct in
all affairs and dealings of the Company. The code may be accessed on the Company's website
at link: http://www.balasorealloys.com/upload/media/lnvestors/Code%20of%20Conduct.pdf
CODE OF INSIDER TRADING
The Company has devised a framework to avoid Insider Trading and
abusive self-dealing. The Code on prevention of Insider Trading, which applies to the
Board Members and all officers and employees, seeks to prohibit trading in the securities
of the Company based on unpublished price sensitive information. Trading window remains
closed so long unpublished price sensitive information is not made public. The code may be
accessed on the Company's website at link:
http://www.balasorealloys.com/upload/media/pdf/Insider%20Trading%20Code%20of%20Conduct.pdf
OTHER REQUIREMENTS:
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS/
TRIBUNALS:
There is no significant material Orders passed by the Regulators /
Courts / Tribunals which would impact the going concern status ofthe company and its
future operations.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF).
Pursuant to provisions of Section 124 and 1250 of the Companies Act,
2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("the Rules") as amended from time to time, the
Company has deposited a sum of Rs. 12,89,088.50 into the specified bank account ofthe
IEPF, Government of India towards unclaimed or unpaid dividend amount for the financial
year 2011-12.
PERSONNEL
Your company is continuing the tradition of excellence inhuman capital
management by adopting all modern tools and techniques of human management. The pragmatic
and proactive approach of management has contributed in enhancing the job satisfaction of
employees. Your company has analyzed the Strength and Weakness of key functions to
internalize the gap and similarly Opportunities and Threats to mitigate the external
forces. To fasten the action, company is moving towards Automation in Human Resource by
adopting software to enable efficient and effective way of working. Your company always
remains vigilant to capitalize
on talent pool in order to promote performance driven work culture both
within and outside the organization. Your company has adopted Balanced Score Card approach
in Performance Management to be transparent and performance initiatives aligning with
Organizational Vision, Mission and Objectives. The continuous dialogue sessions with the
office bearers of union, prompt grievance redressal and implementation of employees'
friendly welfare scheme has been institutionalized. A congenial productive atmosphere has
been created through mutual trust and transparency between the management and the union.
PARTICULARS AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT, 2013.
Particulars of conservation of energy, technology absorption and
foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies
Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in the Annexure-6
hereto and forms part of this Report.
APPRECIATION
Your Directors place on record their deep appreciation to employees at
all levels for their hard work, dedication and commitment. The enthusiasm and unstinting
efforts of the employees have enabled the Company to remain as a leading player in the
industry.
Your Directors express their sincere appreciation for the continued
co-operation and support extended to the Company by the Central Government, the Government
of Odisha, Government Agencies, Regulatory Authorities, Stock Exchanges, Company's
Bankers, Business Associates, Shareholders and the Community at large.
Place:
Kolkata |
For
and on behalf of the Board |
Date:
23rd June, 2023 |
Rajendra
Kumar Parakh |
Debasish
Ganguly |
|
Managing
Director |
Director-
Finance & CFO |
|
DIN:00459699 |
DIN:-
10104368 |
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