59th annual report 2014-2015 - bombay stock exchange · fifty ninth annual report 2014-15 59 2...

59th ANNUAL REPORT 2014-2015

FERRO ALLOYS CORPORATION LIMITED

1Ferro Alloys Corporation Limited

FIFTY NinthANNUAL REPORT2014-15

59CORPORATE INFORMATION

Contents:Corporate Information and Index:

Notice to Members ................................................................................ 2 Balance Sheet, Profit & Loss & Notes .............................................. 50

Director’s Report ................................................................................. 13 Consolidated Auditors’ Reoprt to Members ..................................... 67

Management Discussions and Analysis ................................................ 34 Consolidated balance Sheet, Statements of Profit & .............................

Corporate Governance Report .............................................................. 35 Loss & Notes .................................................................................. 71

Auditors’ Report to Members ............................................................... 47 Principal Addresses of the Company ............................................... 88

Board of Directors

R. K. SarafChairman & Managing Director

Manoj SarafManaging Director

Vineet Saraf

Ashish SarafJoint Managing Director

Rohit SarafJoint Managing Director

Anurag Saraf(w.e.f.10.11.2014)

A.S. Kapre

Umesh Khaitan(w.e.f.13.02.2015)

Arye Berest(Up to 21.04.2015)

Pinaki Misra

S. B. Mishra

M. B. Thaker

Keshaorao Pardhi

Urmila Gupta(w.e.f. 13.02.2015)

Ritesh ChaudhrySr. General Manager (Legal) &Company Secretary

Executives

R.D. AgrawalAdvisor

O.P. BankaDirector(Finance) & CFO

B.B. SinghDirector (Technical)(Charge Chrome Plant)

Ashok AgrawalDirector (Mines)

P. G. Suresh KumarChief Executive(Charge Chrome Plant)

A. K. PatiGeneral Manager (Mines)

Bankers

Bank of IndiaCentral Bank of IndiaState Bank of IndiaSyndicate BankState Bank of Bikaner & Jaipur

Solicitors

Mulla & Mulla andCraige Blunt & CaroeBhaishankar Kanga andGirdharilal

Auditors

SALVE & CO.Chartered Accountants

Internal Auditors

M/s Das & PrasadChartered Accountants

Secretarial Auditors

M/s Ashish Saxena & Co.Company Secretaries

Registrars & Share Transfer Agents(for both Physical & Electronic)

Beetal Financial & Computer ServicesPvt. Ltd.

Beetal House, 3rd Floor, 99, Madangir,

Behind LSC, New Delhi – 110 062

Phone No. 91-11-29961281-83

Fax No. 91-11-29961284

E-mail: [email protected]

[email protected]


59

2 Ferro Alloys Corporation Limited

Notice is hereby given that the FIFTY NINTH ANNUAL GENERALMEETING of the Members of the Company will be held at theRegistered Office of the Company at D.P. Nagar, Randia – 756135,Dist. Bhadrak. Odisha on Monday, the 21st day of September, 2015 at12.00 Noon to transact, with or without modification as may bepermissible, the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statementof the Company for the financial year ended 31st March, 2015,including the report of the Board of Directors and Auditors’ Reportthereon and the audited consolidated financial statement of theCompany for the Financial Year ended 31st March, 2015.

2. To appoint a Director in the place of Mr. Vineet Vithaldas Saraf(DIN:00004715), who retires from Office by rotation and, beingeligible, offers himself for re-appointment.

3. To consider and, if thought fit, to pass the following resolutionwhich will be proposed as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Section139, 142 and other applicable provisions, if any, of the CompaniesAct, 2013 read with the Companies (Audit and Auditors) Rules,2014 (including any statutory modification(s) or re-enactmentstherefore for the time being in force), appointment of M/s Salve& Company, Chartered Accountants, (Regn. No. 109003W), asStatutory Auditors of the Company, which was approved by theshareholders for a period 3 years from the conclusion of the 58th

Annual General Meeting held on 10th September, 2014 be andis hereby ratified at this 59th Annual General Meeting of theCompany and they are, therefore, to continue to hold office fromthe conclusion of this Annual General Meeting till the conclusionof the 61st Annual General Meeting of the Company at suchremuneration plus service tax as applicable and reimbursementof expenses incurred by them incidental to their functions, asshall be fixed by the Board of Directors of the Company.

RESOLVED FURHTER THAT the appointment of the Auditorsshall be subject to ratification by members in every subsequentAnnual General Meeting till the conclusion of the 61st AnnualGeneral Meeting.”

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass with or without modification(s),the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152and all other applicable provisions of the Companies Act, 2013read with existing Article 108 of the Articles of Association ofthe Company and The Companies (Appointment andQualification of Directors) Rules, 2014 (including any statutorymodification(s) or re-enactment thereof for the time being inforce), Mr. Anurag Murlidhar Saraf (DIN: 00009631), who wasappointed as an Additional Director w.e.f 10th November, 2014pursuant to the provisions of Section 161(1) of the CompaniesAct, 2013 and the Articles of Association of the Company andwho holds office up to the date of this Annual General Meetingand in respect of whom the Company has received a notice inwriting under Section 160 of the Companies Act, 2013 from amember proposing his candidature for the office of Director, beand is hereby appointed as a Director of the Company whose

period of office shall be liable to determination by retirement ofdirectors by rotation.”

5. To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as an OrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Sections 149,152 read with Schedule IV and all other applicable provisions ofthe Companies Act, 2013 and the Companies (Appointment andQualification of Directors) Rules, 2014 (including any statutorymodification(s) or re-enactment thereof for the time being in force)and Clause 49 of the Listing Agreement, Mrs. Urmila Gupta(DIN:00637110), a non-executive Independent Director of theCompany, who has submitted a declaration that she meets thecriteria for independence as provided in Section 149(6) of theAct and who is eligible for appointment and was appointed asan Additional Director w.e.f 13th February, 2015 pursuant to theprovisions of Section 161(1) of the Companies Act, 2013 andthe Articles of Association of the Company and who holds officeup to the date of this Annual General Meeting and in respect ofwhom the Company has received a notice in writing underSection 160 of the Companies Act, 2013 from a memberproposing her candidature for the office of Director, be and ishereby appointed as an Independent Woman Director of theCompany, to hold office for 5 (five) consecutive years with effectfrom 13th February, 2015 up to 12th February, 2020.”


“RESOLVED THAT pursuant to the provisions of Sections 149,152 read with Schedule IV and all other applicable provisions ofthe Companies Act, 2013 and the Companies (Appointment andQualification of Directors) Rules, 2014 (including any statutorymodification(s) or re-enactment thereof for the time being in force)and Clause 49 of the Listing Agreement, Mr. Umesh KumarKhaitan (DIN: 01180359), a non-executive Independent Directorof the Company, who has submitted a declaration that he meetsthe criteria for independence as provided in Section 149(6) ofthe Act and who is eligible for appointment and was appointedas an Additional Director w.e.f 13th February, 2015 pursuant tothe provisions of Section 161(1) of the Companies Act, 2013and the Articles of Association of the Company and who holdsoffice up to the date of this Annual General Meeting and inrespect of whom the Company has received a notice in writingunder Section 160 of the Companies Act, 2013 from a memberproposing his candidature for the office of Director, be and ishereby appointed as an Independent Director of the Company,to hold office for 5 (five) consecutive years with effect from 13th

February, 2015 up to 12th February, 2020.”

7. To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as a Special Resolution:

RESOLVED THAT pursuant to provisions of Section 94(1) andother applicable provisions of Companies Act, 2013, theCompanies (Management and Administration) Rules, 2015 andany other applicable rules formed there under (including anystatutory modification or re-enactment thereof for the time beingin force), consent of the Company be and is hereby accorded to

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59

the Board of Directors of the Company for keeping the Registerof members of the Company and other security holders, if any,maintained under section 88 of the Companies Act, 2013togetherwith the index of members and other security holders,at the office of the Registrar And Share Transfer Agents of theCompany i.e. M/s Beetal Computer & Financial Services PrivateLimited, Beetal House, 3rd Floor, 99, Madangir, Behind LocalShopping Centre, New Delhi – 110062 and at such places withinNew Delhi in the State of Delhi where the Registrar And ShareTransfer Agent may shift its office from time to time and copiesof annual returns of the Company filed under section 92 of theCompanies Act, 2013 at the Corporate Office of the Companyat A 45-50, Sector 16, Noida in the State of Uttar Pradesh andat such places where the Company may shift its Corporate Officefrom time to time.

RESOLVED FURTHER THAT the Board of Directors of theCompany be and are hereby authorized to do all such acts,deeds, matters and things as may be considered necessary,desirable or expedient to give effect to this resolution.”


“RESOLVED THAT pursuant to the provisions of Section 188and other applicable provisions, if any, of the Companies Act,2013 (“Act”) read with rules made thereunder (including statutorymodification(s) or re-enactment thereof for the time being in force)and in terms of applicable provisions of Listing Agreementexecuted with the Stock Exchanges, consent of the membersbe and is hereby accorded for ratification / approval of thematerial related party transactions entered into by the Companywith related parties as set out in the explanatory statementannexed to the notice convening this meeting.

RESOVLED FURTHER THAT the Board be and is herebyauthorized to take all such steps as may be deemed necessary,proper or expedient to give effect to this resolution.”


RESOLVED THAT pursuant to the provisions of Section 197 andother applicable provisions, if any, of the Companies Act, 2013and the rules made there under, consent of the members of theCompany be and is hereby given to continue the payment ofremuneration to the Wholetime Directors and the President ofthe Company for the period of their engagement and upon theterms as agreed to by the members of the Company at therespective General Meetings confirming their appointment/re-appointment, as the case may be.


“RESOLVED THAT in accordance with the provisions of Sections196, 197 and 203 read with Schedule V and all other applicableprovisions of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), approval of theCompany be and is hereby accorded to the re-appointment ofMr. Ramkisan Durgaprasad Saraf (DIN: 00006102) as Chairman& Managing Director of the Company, for a period of 5 (five)

years with effect from 29th June, 2015, on the terms andconditions including remuneration as set out in the draftagreement prepared in that behalf and submitted to this meetingand initialed by the Secretary for the purpose of identification,which draft agreement, broad details of which are given in theExplanatory Statement annexed to the Notice convening thisMeeting, with liberty to the Board of Directors (hereinafter referredto as “the Board” which term shall be deemed to include theNomination and Remuneration Committee of the Board) to alterand vary the terms and conditions of the said re-appointmentand / or remuneration as it may deem fit and as may beacceptable to Mr. Ramkisan Durgaprasad Saraf subject to thesame not exceeding the limits specified under Schedule V tothe Companies Act, 2013 or any statutory modification(s) or re-enactment thereof;

RESOLVED FURTHER THAT the Board be and is herebyauthorised to do all acts and take all such steps as may benecessary, proper or expedient to give effect to this resolution.”


“RESOLVED THAT in accordance with the provisions of Sections196, 197 and 203 read with Schedule V and all other applicableprovisions of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), approval of theCompany be and is hereby accorded to the re-appointment ofMr. Manoj Umashankar Saraf (DIN: 00234570) as ManagingDirector of the Company, for a period of 5 (five) years with effectfrom January 1, 2016, on the terms and conditions includingremuneration as set out in the draft agreement prepared in thatbehalf and submitted to this meeting and initialed by theSecretary for the purpose of identification, which draft agreement,broad details of which are given in the Explanatory Statementannexed to the Notice convening this Meeting, with liberty to theBoard of Directors (hereinafter referred to as “the Board” whichterm shall be deemed to include the Nomination andRemuneration Committee of the Board) to alter and vary theterms and conditions of the said re-appointment and / orremuneration as it may deem fit and as may be acceptable toMr. Manoj Umashankar Saraf subject to the same not exceedingthe limits specified under Schedule V to the Companies Act, 2013or any statutory modification(s) or re-enactment thereof;

RESOLVED FURTHER THAT the Board be and is herebyauthorised to do all acts and take all such steps as may benecessary, proper or expedient to give effect to this resolution.”

12. To consider, and if thought fit, to pass with or withoutmodification(s), the following resolution as an Ordinaryresolution:

“RESOLVED THAT pursuant to Section 148 and other applicableprovisions, if any, of the Companies Act, 2013, and Rule 14 andother applicable rules, if any, of The Companies (Audit andAuditors) Rules, 2014 (including any statutory modification(s)or re-enactment thereof for the time being in force), and subjectto the approval of Central Government as may be required, the

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Company hereby approves and ratifies the remuneration of` 70,000/- (Rupees Seventy Thousand only) per annum plusapplicable taxes and out of pocket expenses payable to M/s Niran& Co., Cost Accountants (Registration Number: 000113),appointed as Cost Auditors of the Company for the financial year2015-16.”


“RESOLVED THAT pursuant to the provisions of Section 14 andall other applicable provisions of the Companies Act, 2013 readwith Companies (Incorporation) Rules, 2014 including anystatutory modification(s) or re-enactment thereof, for the timebeing in force, the draft regulations as contained in the Articlesof Association, submitted to this meeting be and are herebyapproved and adopted in substitution, and to the entire exclusionof the regulations contained in the existing Articles of Associationof the Company.

RESOLVED FURTHER THAT Mr. R.K. Saraf, Chairman &Managing Director, Mr. Manoj Saraf, Managing Director, Mr.Ashish Saraf, Mr. Rohit Saraf, Joint Managing Directors and O.P.Banka, Chief Financial Officer and Mr. Ritesh Chaudhry,Company Secretary of the Company be and is hereby severlyauthorized to do all such acts and take all such steps as may benecessary, proper or expedient to give effect to this resolution.”

Registered Office: By Order of the Board

D.P. NagarP.O. Randia - 756135 Ritesh ChaudhryDistt. Bhadrak, Odisha Sr. General Manager (Legal) &

Company SecretaryDated : 8th August, , 2015Place : Noida – 201301, U.P.

NOTES:

1. The Explanatory Statement pursuant to Section 102 of theCompanies Act, 2013, which sets out details relating to Itemno.4 to Item no.13, being Special Business at the meeting, isannexed hereto.

2. The Register of Members and the Share Transfer books of theCompany will remain closed from Saturday, the 19th September,2015 to Monday, the 21st September, 2015 (both days inclusive)for annual closing.

3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THEMEETING IS ENTITLED TO APPOINT A PROXY / PROXIESTO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF.SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OFTHE COMPANY. A person can act as proxy on behalf of membersnot exceeding fifty (50) and holding in the aggregate not morethan ten percent of the total share capital of the Company. Theinstrument of Proxy in order to be effective, should be depositedat the Registered Office of the Company, duly completed andsigned, not less than 48 hours before the commencement of themeeting. A Proxy form is sent herewith. Proxies submitted onbehalf of the companies, societies etc., must be supported byan appropriate resolution/authority, as applicable.

4. To prevent fraudulent transactions, members are advised toexercise due diligence and notify the Company of any change inaddress or demise of any member as soon as possible. Membersare also advised not to leave their demat account(s) dormant forlong. Periodic statement of holdings should be obtained fromthe concerned Depository Participant and holdings should beverified.

5. The Securities and Exchange Board of India (SEBI) hasmandated the submission of Permanent Account Number (PAN)by every participant in securities market. Members holding sharesin electronic form are, therefore, requested to submit the PAN totheir Depository Participants with whom they are maintainingtheir demat accounts. Members holding shares in physical formcan submit their PAN details to the Company.

6. Details under Clause 49 of the Listing Agreement with the StockExchange in respect of the Directors seeking appointment/re-appointment at the Annual General Meeting, forms integral partReport on Corporate Governance. The Directors have furnishedthe requisite declarations for their appointment/re-appointment.

7. Electronic copy of the Abridged Annual Report for 2014-2015 isbeing sent to all the members whose email IDs are registeredwith the Company/Depository Participants(s) for communicationpurposes unless any member has requested for a hard copy ofthe same. For members who have not registered their emailaddress, physical copies of the Abridged Annual Report for 2014-2015 is being sent in the permitted mode. Complete copy of theAnnual Report for 2014-2015 shall be provided on request tomembers.

8. In accordance with the Companies Act, 2013 read with the Rulesframed there under Electronic copy of the Notice of the 59th

Annual General Meeting of the Company inter alia indicatingthe process and manner of e-voting along with Attendance Slipand Proxy Form is being sent to all the members whose emailIDs are registered with the Company/Depository Participants(s)for communication purposes unless any member has requestedfor a hard copy of the same. For members who have notregistered their email address, physical copies of the Notice ofthe 59th Annual General Meeting of the Company inter aliaindicating the process and manner of e-voting along withAttendance Slip and Proxy Form is being sent in the permittedmode.

9. Members may also note that the Notice of the 59th Annual GeneralMeeting and the Annual Report for 2014-2015 will also beavailable on the Company’s website www.facorgroup.in/investorrelations for their download. The physical copies of theaforesaid documents will also be available at the Company’sRegistered Office in D.P. Nagar, Randia for inspection duringnormal business hours on working days. Even after registeringfor e-communication, members are entitled to receive suchcommunication in physical form, upon making a request for thesame, by post free of cost. For any communication, theshareholders may also send requests to the Company’s investoremail id: [email protected]

10. Voting through electronic meansIn compliance with provisions of Section 108 of the CompaniesAct, 2013 and Rule 20 of the Companies (Management and

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Administration) Rules, 2014 and also 35B of the ListingAgreement, the Company is pleased to provide members facilityto exercise their right to vote at the 59th Annual General Meeting(AGM) by electronic means and the business may be transactedthrough e-Voting Services provided by Central DepositoryServices (India) Limited.

The instructions for e-voting are as under:

(i) The voting period begins on 18th September, 2015 at 9:00a.m. and ends on 20th September, 2015 at 6:00 p.m.During this period shareholders’ of the Company, holdingshares either in physical form or in dematerialized form,as on the cut-off date (record date) of 14th September,2015, may cast their vote electronically. The e-votingmodule shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meetingdate would not be entitled to vote at the meeting venue.

(iii) Log on to the e-voting website www.evotingindia.com

(iv) Click on “Shareholders” tab.

(v) Now, select the electronic voting sequence number(EVSN) 150727010 alongwith “FERRO ALLOYSCORPORATION LIMITED” from the drop down menu andclick on “SUBMIT”

(vi) Now Enter your User IDa. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits

Client ID,c. Members holding shares in Physical Form should

enter Folio Number registered with the Company.

(vii) Next enter the Image Verification as displayed and Clickon Login.

(viii) If you are holding shares in demat form and had loggedon to www.evotingindia.com and voted on an earliervoting of any company, then your existing password is tobe used.

(ix) If you are a first time user follow the steps given below:

For Membrers holding shares in Demat Form andPhysical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued byIncome Tax Department (Applicable for both dematshareholders as well as physical shareholders)

• Members who have not updated their PAN withthe Company/Depository Participant are requestedto use the first two letters of their name and thelast 8 digits of the sequeance number in the PANfield. Sequence number is printed on the addressslips pasted on the Annual Report.

• In case the Sequence number is less than 8 digitsenter the applicable number of 0’s before thenumber after the first two characters of the namein CAPITAL letters. Eg. If your name is RameshKumar with Sequence number 1 then enterRA00000100 in the PAN field.

Dividend Enter the Dividend Bank Details of Date of Birth inBank dd/mm/yyyy format) as recorded in your dematDetails OR account or in the company records in order to login.Date ofBirth (DOB) • If both the details are not recorded with the

depository or Company please enter the memberid / folio number in the Dividend Bank Details filedas mentioned in instruction (vi).

(x) After entering these details appropriately, click on“SUBMIT” tab.

(xi) Members holding shares in physical form will then reachdirectly the Company selection screen. However,members holding shares in demat form will now reach‘Password Creation’ menu wherein they are required tomandatorily enter their login password in the newpassword field. Kindly note that this password is to bealso used by the demat holders for voting for resolutionsof any other company on which they are eligible to vote,provided that company opts for e-voting through CDSLplatform. It is strongly recommended not to share yourpassword with any other person and take utmost care tokeep your password confidential.

(xii) For Members holding shares in physical form, the detailscan be used only for e-voting on the resolutions containedin this Notice.

(xiii) Click on the EVSN no.150727010 for Ferro AlloysCorporation Limited.

(xiv) On the voting page, you will see “RESOLUTIONDESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired.The option YES implies that you assent to the Resolutionand option NO implies that you dissent to the Resolution.

(xv) Click on the “RESOLUTIONS FILE LINK” if you wish toview the entire Resolution details.

(xvi) After selecting the resolution you have decided to voteon, click on “SUBMIT”. A confirmation box will bedisplayed. If you wish to confirm your vote, click on “OK”,else to change your vote, click on “CANCEL” andaccordingly modify your vote.

(xvii) Once you “CONFIRM” your vote on the resolution, youwill not be allowed to modify your vote.

(xviii) You can also take out print of the voting done by you byclicking on “Click here to print” option on the Voting page.

(xix) If Demat account holder has forgotten the changedpassword then Enter the User ID and the imageverification code and click on Forgot Password & enterthe details as prompted by the system.

(xx) Note for Non-Individual Shareholders and Custodians• Non-individual shareholders (i.e. other than

Individuals, HUF, NRI etc.) and Custodian arerequired to log on to https://www.evotingindia.co.in and register themselvesas Corporates.

• They should submit a scanned copy of the

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Registration Form bearing the stamp and sign ofthe entity to helpdesk.evoting@ cdslindia.com.

• After receiving the login details a compliance usershould be created using the admin login andpassword. The Compliance user would be able tolink the account(s) for which they wish to vote on.

• The list of accounts should be mailed [email protected] and on approvalof the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Powerof Attorney (POA) which they have issued in favourof the Custodian, if any, should be uploaded in PDFformat in the system for the scrutinizer to verify thesame.

• Any person, who acquires shares of the Companyand become Member of the Company after dispatchof the Notice and holding shares as on the cut-offdate i.e. 14th September, 2015 may follow the sameinstructions as mentioned above for e-Voting.

• In case you have any queries or issues regardinge-voting, you may refer the Frequently AskedQuestions (“FAQs”) and e-voting manual availableat www.evotingindia.com, under help section or writean email to helpdesk.evoting @cdslindia.com

In case of members receiving the physical copy:

(A) Please follow all steps from sl. no. (i) to sl. no. (xx) aboveto cast vote.

(B) In case you have any queries or issues regarding e-voting,you may refer the Frequently Asked Questions (“FAQs”)and e-voting manual available at www.evotingindia.co.in under help section or wr ite an email tohelpdesk.evoting@ cdslindia.com, as aforesaid.

(C) The e-voting period commences on 18th September, 2015(9:00 am) and ends on 20th September, 2015 (6:00 pm).During this period shareholders of the Company, holdingshares either in physical form or in dematerialized form,as on the cut-off date (record date) of 14th September,2015 may cast their vote electronically. Once the vote ona resolution is cast by the shareholder, the shareholdershall not be allowed to change it subsequently.

(D) The voting rights of shareholders shall be in proportionto their shares of the paid up equity share capital of theCompany as on the cut-off date (record date) of 14th

September, 2015, as referred in preceding clause.

(E) Mr. Ashish Saxena & Co., Company Secretaries,(Membership No. 6560) has been appointed as theScrutinizer to scrutinize the e-voting process in a fair andtransparent manner.

(F) The Scrutinizer shall within a period not exceedingthree(3) working days from the conclusion of the e-votingperiod unblock the votes in the presence of at least two(2)witnesses not in the employment of the Company andmake a Scrutinizer’s Report of the votes cast in favour oragainst, if any, forthwith to the Chairman of the Company.

(G) The Results shall be declared on or after the AGM of theCompany. The Results declared alongwith the

Scrutinizer’s Report shall be placed on the Company’swebsite www.facorgroup.in within two(2) days ofpassing of the resolutions at the AGM of the Companyand communicated to the BSE Limited.

11. All documents referred to in the accompanying Notice and theExplanatory Statement shall be open for inspection at theRegistered Office of the Company on all working days duringnormal business hours (9.00 am to 5.00 pm) except Saturdays,Sundays and Holidays up to and including the date of the AnnualGeneral Meeting of the Company.

12. Unclaimed/Unpaid dividends for the financial years referredherein below are due for transfer to Investor Education &Protection Fund constituted by the Central Government.Members may claim their unclaimed/unpaid dividends byapproaching the Company’s Secretarial Department at “FacorHouse” Ground Floor, Plot No. A 45-50, Sector 16, Noida –201301, U.P. for payment thereof as the same will be transferredto the “Investor Education & Protection Fund” of the CentralGovernment, as aforesaid, on the following dates, post whichno claim shall lie against the Company or the Investor Education& Protection fund:

• Final Dividend for the year 2007-08, on or after 12th October,2015.

• Dividend for the year 2009-10, on or after 17th October, 2017


13. Members are also informed that the complete particulars of thevenue of the Meeting including route map and prominent landmark for easy location has been specified in this notice. Further,the same has been hosted along with the Notice on websitewww.facorgroup.in/investorrelations/AGM notice of thecompany.



Company SecretaryDated : 8th August, 2015Place : Noida – 201301, U.P.

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIALBUSINESS PURSUANT TO SECTION 102 OF THE COMPANIESACT, 2013

Item No. 4

In accordance with the provisions of Section 161(1) of the CompaniesAct, 2013 and the Articles of Association of the Company, the Boardof Directors of the Company appointed Mr. Anurag Murlidhar Sarafas an Additional Director of the Company with effect from 10th

November, 2014. In terms of the provisions of Section 161(1) of theAct, Mr. Anurag Murlidhar Saraf would hold office up to the date ofthe ensuing Annual General Meeting. The Company has received anotice in writing from a member along with the deposit of requisiteamount under Section 160 of the Act proposing the candidature ofMr. Anurag Murlidhar Saraf for the office of Director of the Company.

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Mr. Anurag Murlidhar Saraf is not disqualified from being appointedas a Director in terms of Section 164 of the Act and has given hisconsent to act as a Director.

Mr. Anurag Saraf, born on 17th May, 1971, is a qualified B.E.(Electronics) from the University of Bangalore. He started his careerin 1994 as Vice-President in Vidarbha Iron & Steel Corporation Ltd.assisting Managing Director in various day-to-day affairs of theCompany.

In the year 2000 he promoted SteelRx Corporation Pvt Ltd, a Companyincorporated under the Companies Act, 1956 as Metal Exchangewhere trading took place for various ferrous and other metals andwhich was very well participated by various reputed Companies likeIspat, Sail, Jindal etc. He was one of pioneers in on-line trading ofvarious metals by establishing the metal exchange in the Country.His induction on the Board of the Company would thus assist in thefurtherance of the business objectives of the Company.

Save and except Mr. Anurag Murlidhar Saraf and his relatives, to theextent of their shareholding interest, if any, in the Company, none ofthe other Directors / Key Managerial Personnel of the Company /their relatives are, in any way, concerned or interested, financially orotherwise, in the resolution set out at Item No. 4 of the Notice.

The Board recommends the Ordinary Resolution set out at Item No.4of the Notice for approval of the members.

The information as required in terms of Clause 49 of the ListingAgreement is given in Corporate Governance Report.

Item No. 5

In accordance with the provisions of Section 161(1) of the CompaniesAct, 2013 and the Articles of Association of the Company, the Boardof Directors of the Company appointed Mrs. Urmila Gupta in the Boardof Directors of the Company with effect from 13th February, 2015.Mrs. Urmila Gupta, aged 71 years is a retired IAS officer. She joinedIndian Information Services in 1968 and took voluntary retirementwhile serving as Dy. Director General, Prasar Bharati, Ministry ofInformation and Broadcasting, a Jt Secretary level post. She has overfour decades rich experience to her credit as a senior governmentofficer in the area of management, administration, policy formulationetc. She is also holding directorship in B.A.G. Films & Media Ltd. alisted public company since November, 2013.

As per the provisions of Section 149 of the Companies Act, 2013which has come into force w.e.f. 1st April, 2014, an IndependentDirector shall hold office for a term up to 5 consecutive years on theBoard of a company and is not liable to retire by rotation. Mrs. UrmilaGupta has given a declaration to the Board that she meets the criteriaof Independence as provided under Section 149(6) of the Act. Thematter regarding appointment of Mrs. Urmila Gupta as an IndependentDirector was placed before the Nomination and RemunerationCommittee, which commends her appointment as an IndependentDirector from 13th February, 2015 to 12th February, 2020.

In the opinion of the Board, Mrs. Urmila Gupta fulfils the conditionsspecified in the Act and the Rules made there under for appointmentas Independent Woman Director and he is independent of themanagement. In Compliance with the provisions of Section 149 readwith Schedule IV of the Act, the appointment of Mrs. Urmila Gupta,

as an Independent Woman Director, is now being placed before theMembers in General Meeting for their approval.

Copy of the Draft letter of appointment of Mrs. Urmila Gupta would beavailable for inspection without any fee by the Members at theRegistered Office of the Company during normal business hours onany working day, excluding Saturday.

None of the of the Directors or Key Managerial Personnel (KMP) orrelatives of directors and KMP, except Mrs. Urmila Gupta is interestedor concerned in the Resolution concerning his appointment proposedin Item No. 5 of the Notice.



Item No. 6

In accordance with the provisions of Section 161(1) of the CompaniesAct, 2013 and the Articles of Association of the Company, the Boardof Directors of the Company appointed Mr. Umesh Kumar Khaitan inthe Board of Directors of the Company with effect from 13th February,2015. He is a non-executive independent director of the Companyand is considered as an Independent Director under clause 49 of theListing Agreement. Mr. Umesh Kumar Khaitan is the Managing Partnerof Khaitan Sud & Partners one of the leading law firms in India. Hehas four decades of legal experience dealing with all aspects of lawbut his forte lies in corporate law.

His practice areas include corporate law, mergers and acquisitions,takeovers, buyouts, initial public offerings, joint ventures, foreign directinvestments, competition and trade practice laws, internationalcommercial arbitration, contracts, project finance, regulatoryapprovals, corporate restructuring, infrastructure and power projects,venture capital, overseas floatation, GDRs, ADRs, FCCBs, etc.

In addition to his vast legal practice, he was appointed as aShareholders nominee Director on the Board of Oriental Bank ofCommerce and has served on the Board for last over 6 (six) years.He has extended all possible contribution to the growth of the Bankfrom ` 70,000 crores to ` 2,40,000 crores He is also with theTrusteeship of a few select organizations, such as the Mamta HealthFoundation. He is also involved in various charitable projects such asdeveloping of schools for girls in rural areas.

As per the provisions of Section 149 of the Companies Act, 2013which has come into force w.e.f. 1st April, 2014, an IndependentDirector shall hold office for a term up to 5 consecutive years on theBoard of a company and is not liable to retire by rotation. Mr. UmeshKumar Khaitan has given a declaration to the Board that he meetsthe criteria of Independence as provided under Section 149(6) of theAct. The matter regarding appointment of Mr. Umesh Kumar Khaitanas an Independent Director was placed before the Nomination andRemuneration Committee, which commends his appointment as anIndependent Director from 13th February, 2015 to 12th February, 2020.

In opinion of the Board, Mr. Umesh Kumar Khaitan fulfils the conditionsspecified in the Act and the Rules made there under for appointmentas Independent Director and he is independent of the management.In Compliance with the provisions of Section 149 read with Schedule

ANNEXCURE TO THE NOTICE


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IV of the Act, the appointment of Mr. Umesh Kumar Khaitan, as anIndependent Director, is now being placed before the Members inGeneral Meeting for their approval.

Copy of the Draft letter of appointment of Mr. Umesh Kumar Khaitanwould be available for inspection without any fee by the Members atthe Registered Office of the Company during normal business hourson any working day, excluding Saturday.

None of the of the Directors or Key Managerial Personnel (KMP) orrelatives of directors and KMP, except Mr. Umesh Kumar Khaitan areinterested or concerned in the Resolution concerning his appointmentproposed in Item No. 6 of the Notice.



Item No. 7

Section 94(1) of the Companies Act, 2013 read with the Companies(Management And Administration) Rules, 2014 and any other rulesframed there under allow the Company to keep the Register ofMembers together with the index of members and the copies of theannual return filed by the Company, at a place other than the registeredoffice of the Company, if approved by the members by way of Specialresolution.

It is, therefore, proposed to keep the the Register of Members togetherwith the index of members at the premises of M/s M/s Beetal Computer& Financial Services Private Limited, Beetal House, 3rd Floor, 99,Madangi, Behind Local Shopping Centre, New Delhi – 110062 andcopies of the annual return filed by the Company at the CorporateOffice of the Company presently at A 45-50, Sector 16, Noida –201301 for the convenience of the shareholder.

Accordingly, the Board seeks approval of the member to keep theRegister of members, copies of Annual Return and all relevantdocuments / registers pertaining thereto, maintained by the Company,either physical or electronically, at the places mentioned hereinabove.

None of the Directors, Key Managerial Personnel of the Companyand their relatives are, in any way, concerned or interested, financiallyor otherwise in the resolution set out at item no.7.

Your Directors, therefore, recommend the said resolution at item no.7 for your approval.

Item No. 8

Pursuant to the provisions of section 188 of the Companies Act, 2013read with rules made there under and in terms of the applicableprovisions of the Listing Agreement executed by the Company withthe Stock Exchanges, consent of the members by way of SpecialResolution is required for ratification of material related partytransactions entered into by the Company with related parties.

The Company has entered into the following material related partytransactions with the related parties during the year under review:

Name of Nature of Duration of Particular of contract Material terms of ContractRelated parties Relationship Contract or arrangement and value

Mr. R.K. Saraf Chairman & 5 years w.e.f Re-appointment as ` 18 lacs per annum plus such amount of CommissionManaging 29th June, 2015 Chairman & Managing effective from 1st April, 2015 for the remaining period ofDirector subject to approval Director his tenure of office as may be decided by the Board of

of shareholders Directors of the Company from time to time based onprofits computed in the manner laid down in section 198of the Companies Act, 2013 and detailed more particularlyin item no.10 of the explanatory statement of the noticeconvening this meeting.

Mr. Manoj Saraf Managing 5 years w.e.f Re-appointment as ` 18 lacs per annum plus such amount of CommissionDirector 1st January, 2016 Managing Director effective from 1st April, 2015 for the remaining period of

subject to approval his tenure of office as may be decided by the Board ofof shareholders Directors of the Company from time to time based on

profits computed in the manner laid down in section 198of the Companies Act, 2013 and detailed more particularlyin item no.11 of the explanatory statement of the noticeconvening this meeting.

As per clause 49 of the Listing Agreement, related parties of the Company shall abstain from voting on said resolution.

The Board recommends the Ordinary Resolution set out at Item No.8 of the Notice for approval of the members.

Except Mr. R.K. Saraf, Mr. Manoj Saraf and Mr. Ashish Saraf (who is related to Mr. R.K. Saraf), none of the other Directors or Key ManagerialPersonnel or their relatives is, in any way, concerned or interested, financially or otherwise, in the resolution.

Item No. 9

The members of the Company while appointing/re-appointing the following related parties in their capacities of Directors/employees had,approved payment of remuneration as detailed below:




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Name of Nature of Remuneration Approved Date of AGM atperson Relationship which approved

Mr. R.K. Saraf Chairman & ` 18 lacs per annum plus such amount of Commission as 18th September, 2009Managing may be decided by the Board of Directors of the CompanyDirector from time to time based on profits computed in the manner

laid down in section 198 of the Companies Act, 1956.

Mr. Manoj Managing ` 18 lacs per annum plus such amount of Commission as 17th September, 2010Saraf Director may be decided by the Board of Directors of the Company

from time to time based on profits computed in the mannerlaid down in section 198 of the Companies Act, 1956.

Mr. Ashish Jt. Managing ` 18 lacs per annum plus such amount of Commission 10th September, 2014Saraf Director effective from 1st August, 2014 during his tenure of

employment as may be decided by the Board of Directors ofthe Company from time to time based on profits computedin the manner laid down in section 198 of the CompaniesAct, 2013.

Mr. Rohit Jt. Managing ` 18 lacs per annum plus such amount of Commission 10th September, 2014Saraf Director effective from 1st August, 2014 during his tenure of

employment as may be decided by the Board of Directors ofthe Company from time to time based on profits computedin the manner laid down in section 198 of the CompaniesAct, 2013.

Mr. Vinod Jt. Managing ` 18 lacs per annum plus such amount of Commission as 12th August, 2013,Saraf Director may be decided by the Board of Directors of the Company

from time to time based on profits computed in the mannerlaid down in section 198 of the Companies Act, 1956during the period he occupies the position of Joint ManagingDirector of the Company.

President ` 18 lacs per annum plus such amount of Commission 10th September, 2014effective from 1st August, 2014 during his tenure ofemployment as may be decided by the Board of Directorsof the Company from time to time based on profits computedin the manner laid down in section 198 of the CompaniesAct, 2013.

Although the approval is valid till the term of your appointments, asabove, the resolution proposes to seek approval of the members inaccordance with section 197 of the Companies Act, 2013 in order tocontinue payment of remuneration to Wholetime Directors andPresident of the Company upon the terms as approved by themembers at the respective Annual General meetings appointmentthem as Wholetime Director or President, as the case may be.


Other than Mr. Ramkishan Durgaprasad Saraf, Mr. Manoj UmashankarSaraf, Mr. Ashish Ramkishan Saraf, Mr. Rohit Saraf, Mr. Vinod Sarafand Mr. Vineet Saraf, who is related to Mr. Vinod Saraf, none of the ofthe Directors or Key Managerial Personnel (KMP) or relatives ofdirectors and Key Managerial Personnel are interested or concernedin the Resolution concerning his appointment proposed in Item No. 9of the Notice.

Item No. 10

The Board of Directors of the Company (the ‘Board’), at its meetingheld on 30th May, 2015 has, subject to the approval of members, re-appointed Mr. Ramkisan Durgaprasad Saraf(DIN No.00006102), as

Chairman & Managing Director, for a period of 5 (five) years from theexpiry of his present term, which expired on 29th June, 2015, at theremuneration recommended by the Nomination and RemunerationCommittee of the Board and approved by the Board.

Section 196(3) of the Companies Act, 2013 inter alia provides thatno company shall continue the employment of a person who hasattained the age of 70 years, as managing director, whole time directoror manager unless it is approved by members by passing a specialresolution. Part I of Schedule V of the Act contain the similar relaxation.

Mr. Ramkisan Durgaprasad Saraf (DIN No. 00006102), who was re-appointed for 5 years as Chairman & Managing Director and whichwas approved by the members at the 53rd AGM dated 18th September,2009 of the Company, which expired on 29th June, 2015 meanwhilebefore his re-appointment he attained the age of 73 years, hence theappointment as Chairman & Managing Director requires the approvalof members by a special resolution.

The Board is informed that under the stewardship of Mr. RamkisanDurgaprasad Saraf the Company has experienced growth in terms ofbusiness, efficiency in operations. His profound knowledge andunderstanding of the Ferro Alloys Industry has helped the Companymaintain its high standards and quality product.



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It is, therefore, desirable that he continues on the Board of theCompany. It is proposed to seek the members’ approval for the re-appointment of and remuneration payable to Mr. RamkisanDurgaprasad Saraf as Chairman & Managing Director in terms of theapplicable provisions of the Act. Broad particulars of the terms of re-appointment of and remuneration payable to Mr. RamkisanDurgaprasad Saraf which are as per Section 196 and 197 read withSchedule V of the Companies Act, 2013 are a follows:

I) Details of Salary to be paid to Chairman & Managing Directorare as follows:

a. Basic Salary ̀ 1,00,000/- per month in the scale of ̀ 75,000– 5,000 – 1,00,000/-

b. Commission – Such amount of Commission effective from1st April, 2015 for the remaining period of his tenure of officeas may be decided by the Board of Directors of the Companyfrom time to time based on profits computed in the mannerlaid down in section 198 of the Companies Act, 2013.

c. Perquisites and Allowances:

In addition to the aforesaid, the Chairman & Managing Directorshall also be eligible to the perquisites and allowances as givenhereunder:

The perquisites and allowances payable to the Managing Directorwill include dearness and other allowances, accommodation[furnished or otherwise] or House Rent Allowance in lieu thereof:reimbursement of expenses for utilization of gas, electricity, water,furnishing, medical reimbursement at actual for self and hisfamily, leave travel concession at actual for self and his family,club fees, medical insurance and such other perquisites withinthe amount specified above. The said perquisites and allowancesshall be evaluated, wherever applicable, as per the Income TaxAct, 1961 or any rules there under [including any statutorymodification[s] or re-enactment thereof, for the time being inforce]. In the absence of any such rules, perquisites andallowances shall be evaluated at actuals. However, Company’scontribution to Provident fund, Superannuation or Annuity Fund,to the extent these singly or together are not taxable under theIncome Tax Act, and Gratuity payable and encashment of leaveat the end of tenure, as per rules of the Company, shall not beincluded in the computation of limits for the remuneration. Further,the Company shall provide car for use on company’s businessand telephone at residence for official purpose. Provision of acar for use on company’s business and telephone at residencefor official purpose are not to be considered as perquisites.

The term “Family” means the spouse, the dependent childrenand the dependent parents of the Managing Director.

The Chairman & Managing Director shall not be paid any sittingfees for attending the meetings of the Board of Directors orCommittee thereof.

The remuneration payable to the Chairman & Managing Directorby way of salary, dearness allowance, perquisites and any otherallowances shall not however exceed the ceiling limit of `18,00,000/- per annum and Commission as specified hereinabove.

The Board of Directors or any Committee thereof is entitled todetermine and revise the salary and perquisites and allowances

payable to the Chairman & Managing Director of the Companyat any time, such that the overall remuneration payable shall notexceed the aggregate limit of ` 18,00,000/- per annum andCommission as specified herein above.

Notwithstanding anything to the contrary herein contained wherein any financial year during the currency of the tenure of theChairman & Managing Director, the company has no profits orits profits are inadequate, then also he shall be paid salary,allowances and perquisites as specified above in accordancewith the applicable provisions of Schedule V of the CompaniesAct, 2013 and subject to the such approvals including approvalof the Central Government, if any, required.

II) Other Conditions:

1) For all other terms and conditions not specifically spelt outabove, the Rules and Order of the Company shall apply.

2) The Chairman & Managing Director, hold office as such,subject to the provisions of Section 164 of the CompaniesAct, 2013

The Explanatory Statement together with the accompanyingNotice should be treated as an abstract of the terms of theAgreement of concern or interest under Section 190 of theCompanies Act, 2013.

The appointment has been made under Section I of Part II ofSchedule V of the Companies Act, 2013.

The Resolution at Item No. 10 is recommended for approval ofthe Members in the best interest of the Company. Save andexcept Mr. Ramkisan Durgaprasad Saraf and Mr. AshishRamkisan Saraf who is related to Mr. Ramkisan DurgaprasadSaraf, none of the Director or Key Managerial Personnel of theCompany or their relatives in the Management is in any way,concerned or interested, financially or otherwise, in thisresolution.

The Board recommends the Special Resolution set out at ItemNo.10 of the Notice for approval of the members.

The information as required in terms of Clause 49 of the ListingAgreement is given in Corporate Governance Report

Item No. 11

The Board of Directors of the Company (the ‘Board’), at its meetingheld on 30th May, 2015 has, subject to the approval of members, re-appointed Mr. Manoj Umashankar Saraf as Managing Director, for aperiod of 5 (five) years from the expiry of his present term, whichexpires on 31st December, 2015, at the remuneration recommendedby the Nomination and Remuneration Committee of the Board andapproved by the Board.

The Board is informed that under the stewardship of Mr. ManojUmashankar Saraf the Company improved operational efficienciesand better realizations. His profound knowledge and understandingof the Ferro Alloys Industry has helped the Company createbenchmarks in output and quality. His continuance in his existingposition as Managing Director of the Company should evidently benefitthe Company. It is, therefore, proposed to seek the members’ approvalfor the re-appointment of and remuneration payable to Mr. ManojUmashankar Saraf as Managing Director in terms of the applicableprovisions of the Act. Broad particulars of the terms of re-appointment




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of and remuneration payable to Mr. Manoj Umashankar Saraf whichare as per Section 196 and 197 read with Schedule V of theCompanies Act, 2013 are a follows:

I) Details of Salary to be paid to Managing Director are asfollows:

a. Basic Salary ̀ 1,00,000/- per month in the scale of ̀ 75,000– 5,000 – 1,00,000/-

b. Commission – Such amount of Commission effective from1st April, 2015 for the remaining period of his tenure of officeas may be decided by the Board of Directors of the Companyfrom time to time based on profits computed in the mannerlaid down in section 198 of the Companies Act, 2013.

c. Perquisites and Allowances:

In addition to the aforesaid, the Managing Director shall also beeligible to the perquisites and allowances as given hereunder;

The perquisites and allowances payable to the Managing Directorwill include dearness and other allowances, accommodation[furnished or otherwise] or House Rent Allowance in lieu thereof:reimbursement of expenses for utilization of gas, electricity, water,furnishing, medical reimbursement at actual for self and hisfamily, leave travel concession at actual for self and his family,club fees, medical insurance and such other perquisites withinthe amount specified above. The said perquisites and allowancesshall be evaluated, wherever applicable, as per the Income TaxAct, 1961 or any rules there under [including any statutorymodification[s] or re-enactment thereof, for the time being inforce]. In the absence of any such rules, perquisites andallowances shall be evaluated at actuals. However, Company’scontribution to Provident fund, Superannuation or Annuity Fund,to the extent these singly or together are not taxable under theIncome Tax Act, and Gratuity payable and encashment of leaveat the end of tenure, as per rules of the Company, shall not beincluded in the computation of limits for the remuneration. Further,the Company shall provide car for use on company’s businessand telephone at residence for official purpose. Provision of acar for use on company’s business and telephone at residencefor official purpose are not to be considered as perquisites.

The term “Family” means the spouse, the dependent childrenand the dependent parents of the Managing Director.

The Managing Director shall not be paid any sitting fees forattending the meetings of the Board of Directors or Committeethereof.

The remuneration payable to the Managing Director by way ofsalary, dearness allowance, perquisites and any otherallowances shall not however exceed the ceiling limit of `18,00,000/- per annum and Commission as specified hereinabove.

The Board of Directors or any Committee thereof is entitled todetermine and revise the salary and perquisites and allowancespayable to the Managing Director of the Company at any time,such that the overall remuneration payable shall not exceed theaggregate limit of ` 18,00,000/- per annum and Commission asspecified herein above.

Notwithstanding anything to the contrary herein contained wherein any financial year during the currency of the tenure of the

Managing Director, the company has no profits or its profits areinadequate, then also he shall be paid salary, allowances andperquisites as specified above in accordance with the applicableprovisions of Schedule V of the Companies Act, 2013 and subjectto the such approvals including approval of the CentralGovernment, if any, required.

II) Other Conditions:

1) For all other terms and conditions not specifically spelt outabove, the Rules and Order of the Company shall apply.

2) The Managing Director, hold office as such, subject to theprovisions of Section 164 of the Companies Act, 2013

The Explanatory Statement together with the accompanyingNotice should be treated as an abstract of the terms of theAgreement of concern or interest under Section 190 of theCompanies Act, 2013.

The appointment has been made under Section I of Part II ofSchedule V of the Companies Act, 2013.

Mr. Manoj Umashankar Saraf who was re-appointed as ManagingDirector for 5 years, which was approved by members at the55th AGM dated 17th December, 2010 expires on 31st December,2015.

The Resolution at Item No. 11 is recommended for approval ofthe Members in the best interest of the Company. None of theDirector or Key Managerial Personnel of the Company or theirrelatives in the Management is in any way, concerned orinterested, financially or otherwise, in this resolution.

The Board recommends the Ordinary Resolution set out at ItemNo.11 of the Notice for approval of the members.


Item no.12

The Board of Directors of the Company, on the recommendation ofthe Audit Committee, at its meeting held on 30th May, 2015, hasconsidered and approved the appointment of M/s Niran & Co., CostAccountant (Registration No. 000113), as Cost Auditor of the Companyfor the financial year 2015-16.

In accordance with the provisions of Section 148(3) of the Act readwith the Companies (Audit and Auditors) Rules, 2014, theremuneration payable to the Cost Auditors has to be ratified by theshareholders of the Company. Accordingly, consent of the membersis sought for passing an Ordinary Resolution as set out at Item No.12of the Notice for ratification of the remuneration payable to the CostAuditors for the financial year ending March 31, 2016.

None of the Directors / Key Managerial Personnel of the Company /their relatives are, in any way, concerned or interested, financially orotherwise, in the resolution set out at Item No. 9 of the Notice.

The Board commends the Ordinary Resolution set out at Item No. 12of the Notice for approval by the shareholders.

Item No.13

The existing Articles of Association (“AoA”) of the Company are basedon the Companies Act, 1956. Several regulations in the existing AoAcontain references to specific sections of the Companies Act, 1956



59


and some regulations in the existing AoA are no longer in conformitywith the Act. The Companies Act, 2013 is now largely in force.

Further, substantive sections of the Act which deal with the generalworking of companies stand notified. With the coming into force ofthe Act several regulations of the existing AoA of the Company requirealteration or deletions in several articles. Given this position, it isconsidered expedient to wholly replace the existing AoA by a new setof Articles.

The proposed new draft AoA is being uploaded on the Company’swebsite www.facorgrouo.in/investor relations/amended aoa for perusalby the shareholders.

None of the Directors / Key Managerial Personnel of the Company /their relatives are, in any way, concerned or interested, financially orotherwise, in the Special Resolution set out at Item No. 13 of theNotice.

The Board commends the Special Resolution set out at Item No. 13of the Notice for approval by the shareholders.



Company SecretaryDated : 8th August, , 2015Place : Noida – 201301, U.P.

DIRECTOR REPORT TO THE MEMBERS



59

DIRECTORS’ REPORT TO THE MEMBERS

Your directors present the 59th Annual Report and the Audited FinancialStatements of the Company for the financial year ended 31st March,2015, and the audited consolidated financial statements of theCompany for the Financial Year ended 31st March, 2015.

FINANCIAL RESULTS

The Board is pleased to announce that despite sluggish businessconditions during the Year, the Company performed reasonably wellon standalone basis to post reasonable profits for the year. The resultsare as under:


(` in lacs)

Particulars Consolidated Standalone

For the year For the year For the year For the yearended ended ended ended

31st March, 2015 31st March, 2014 31st March, 2015 31st March, 2014

Income from operations 60695.96 65390.98 60270.18 65113.55

Profit before tax & Depreciation/Amortization (439.76) 3045.04 2951.74 5223.17

Depreciation/Amortization 2178.74 2862.78 495.63 926.60

Provision for taxation 549.50 1160.28 549.50 1160.28

Net Profit/(Loss) for the year (3168.00) (978.02) 1906.61 3136.29

Transfer to General Reserve 2100.00 5000.00 2100.00 5000.00

Balance carried to Balance Sheet (7159.00) (3341.94) 4366.99 4560.38

During the year under review, revenue from operations declined by7.74% to ` 60270.18 lacs (previous year ` 65,113.55 lacs). However,EBIDTA fell by 31.56% to ` 4,606.55 lacs (previous year ` 6,730.49lacs) and profit after tax declined by 39.21% to ` 1,906.61 lacs(previous year ` 3,136.29 lacs) on account of lower sales realizationcompounded by decline in production on account of shortfall in chromeore production which was on account of there being no operations inBoula mines due to mining lease matter being sub-judice and Kathpalmines where the operations had been closed temporarily due topending clearances from concerned authorities.

STATE OF COMPANY’S AFFAIRS

Ferro alloy refers to various alloys of iron, which are used in theproduction of mild steel, carbon steel, special alloy steel and stainlesssteel. India’s steel production is increasing every year, thereby theconsumption of Ferro Alloys is also increasing.

The Ferro Alloys industry has a capacity of 5.15 million tonnes. It isaccounting for nearly 10% of the world’s ferro alloy production and isamong the 10 largest producers of the material in the world.

In the midst of raw material availability being a key factor for FerroAlloy industry growth, production is concentrated in a few pockets.India, South Africa, China and the CIS countries are the largeproducers of Ferro Alloys. India’s Ferro Alloys production comprisesof Ferro chrome about 32%, Ferro Manganese and Silicon Manganeseabout 62% and rest other alloys. India has fifth largest chrome orereserves at about 100 million tonnes and sixth largest manganeseore reserves of about estimated 176 million tonnes . Your company isengaged mainly in production of ferrochrome. Growth in stainless steelproduction which is the main user of ferro chrome has been sluggishduring the last year. This resulted in fall in sales realisations andcombined with higher input costs and increase in working capitalrequirement put profitability and debt-servicing capability under stress.

Your company’s turnover for the current financial year, 2014-15 stoodat ` 59069.32 lacs as against ` 63262.91 lacs last year, an decrease

of 6.63% over the previous year. Exports during the year were `21269.53 lacs. Further, your company has posted a profit before taxof ` 2456.11 lacs this year as against ` 4296.57 lacs in the previousyear, reflecting a decrease of 42.84% on account of the factorsmentioned earlier.

PROSPECTSProspects of Ferro Alloys industry are linked to the growth and progressof Steel Industry. With Steel Industry contributing substantially to thegrowth of Indian Economy, India has emerged as the 4th largest producerof crude steel in the world as against the 8th position it occupied in 2003and expects to become the 2nd largest producer of crude steel soon.

The market size of the ferroalloys industry is estimated to have shrunk in2014-15, led by a drop in market size of chrome alloys, which had closeto 30 per cent share in revenues.

India’s economic outlook is improving following the election of a newgovernment which is promising pro-business reforms. In FPL’s 2015-16,structural reforms and improving business confidence will support afurther 6% growth in steel demand but higher imports and increasinginput costs coupled with regulatory issues related to mining remain keydownside risks.

FUTURE STRATEGY AND GROWTHWith power being a major cost element in production of ferrochrome,your Company, as a measure for backward integration, has set up a100 MW Captive thermal Power Plant through its subsidiary FacorPower Ltd. (FPL). At present only one Boiler & one Turbine of FPL’spower plant is in operation which is generating about 35-38 MW poweras per the requirement of your Company and selling around 1-1.50MW power at IEX.

Further, FPL has signed a Power Sharing Agreement with M/sBalasore Alloys Ltd., a Ferro Alloys producer in Orissa to share powerof upto 35 MW on group captive basis.


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DIVIDENDKeeping in view the future requirement of funds for working capitaland other purposes, the Directors do not recommend any dividend inthe financial year ended 31st March, 2015.

FINANCECash and cash equivalent as at March 31, 2015 was ` 133.97 lacs. TheCompany continues to focus on judicious management of its workingcapital. Receivables, inventories and otherworking capital parameterswere kept under strict check through continuous monitoring.

DEPOSITS

The Company has not accepted deposit from the public falling within theambit of Section 73 of the Companies Act, 2013 and TheCompanies(Acceptance of Deposits) Rules, 2014.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard 21 on ConsolidatedFinancial Statements read with Accounting Standard 23 on Accountingfor Investments in Associates, the audited consolidated financialstatement is provided in the Annual Report for the year.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was ̀ 1852.68lacs. During the year under review, the Company has neither issuedshares with differential voting rights nor granted stock options norsweat equity.

INDUSTRIAL RELATIONS

Industrial relations with workers, trade unions, and with local populaceremained amicable and pleasant throughout the year.

DIRECTORS

Mr. Vineet Saraf shall retire by rotation at the ensuing 59th AnnualGeneral Meeting and, being eligible, offers himself for re-appointmentin accordance with the provisions of the Companies Act, 2013 and interms of the Memorandum and Articles of Association of theCompany.

During the year, Mr. Anurag Saraf was appointed as an AdditionalDirector in the category of Non-Executive Director w.e.f 10th November,2014. Mr. Umesh Khaitan and Mrs. Urmila Gupta as AdditionalDirectors of the Company in the category of Independent Directorand Independent Woman Director respectively with effect from 13th

February, 2015. The above mentioned directors are to be elected inthe forthcoming 59th Annual General Meeting of the Company.

During the year Mr. Sridhar Srinivasan and Mr. N L Ajwalia resignedfrom the board due to their other preoccupations. The Board placeson record, its appreciation for the outstanding contributions made byMr. Sridhar Srinivasan and Mr. N L Ajwaliya during their respectivetenures of office till 29th September, 2014 and 24th December, 2014respectively. Further, Mr. Arye Berest, Non-Executive Director ceasedto be Director consequent upon his death dated 21st April, 2015.

Further, all Independent Directors have given declarations that theymeet the criteria of independence as laid down under Section 149(6)of the Companies Act, 2013 and Clause 49 of the Listing Agreement.The Company has formulated a code of conduct for all members ofthe Board and Senior Management Personnel. All concernedmembers/executives have affirmed compliance with the said code.

Detail of Remuneration paid to Executive Directors during theyear

(` in lacs)

S. Name of Director Total RemunerationNo. including Perquisites

& Allowance

1 Mr. R. K. Saraf 42.42

2 Mr. Manoj Saraf 46.81

3 Mr. Vinod Saraf 32.48

4 Mr. Ashish Saraf 47.39

5 Mr. Rohit Saraf 47.39

Details of Remuneration paid to Non-Executive Directors duringthe year

(` in lacs)

S. Name of Director Sitting FeeNo. Paid

1 Mr. A.S. Kapre 1.05

2 Mr. M.B. Thaker 1.00

3 Mr. N.L. Ajwalia(upto 24th December, 2014) 0.50

4 Mr. Arye Berest 0.10

5 Mr. Pinaki Misra 0.10

6 Mr. S. Sridhar(upto 29th September, 2014) 0.10

7 Mr. Keshaorao Pardhi 0.50

8 Mr. Umesh Khaitan –(From 13th February, 2015)

9 Mrs. Urmila Gupta(From 13th February, 2015) 0.10

10 Mr. S.B. Mishra 0.30

11 Mr. M.D. Saraf 0.10

12 Mr. Vineet Saraf 0.30

13 Mr. Anurag Saraf 0.10

FAMILIARISATION PROGRAMME FOR INDEPENDENTDIRECTORS

All new Independent Directors (IDs) inducted into the Board are givenan orientation. Chairman & Managing Director and the SeniorManagement give an overview of the operations of the Company, tofamiliarise the new IDs with the Company’s business operations. Thenew IDs are given an orientation on the group structure, its operations,subsidiaries, Board constitution and procedures besides providingthem with the financials of the Company for atleast 3 years and thecorporate brochure etc.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and ofindividual directors.

The aspects covered in the evaluation included the contribution toand monitoring of corporate governance practices, participation inthe long-term strategic planning and the fulfilment of Directors’obligations and fiduciary responsibilities, including but not limited to,




59

active participation at the Board and Committee meetings.

The Chairman had meetings with the Independent Directors and theChairman of the Nomination and Remuneration Committee also hadmeetings with the Executive and Non-Executive Directors. Thesemeetings were intended to obtain Directors’ inputs on effectivenessof Board/Committee processes.

Further, the Independent Directors at their meeting, reviewed theperformance of Board, Chairman of the Board and of Non- ExecutiveDirectors.

REMUNERATION POLICYThe Board has, on the recommendation of the Nomination &Remuneration Committee framed a Nomination and Remunerationpolicy for the appointment and remuneration of the Directors, KeyManagerial Personnel and Senior Executives of the Companyincluding criteria for determining qualifications, positive attributes,independence of a Director and other related matters can be accessedat www.facorgroup.in

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMENAT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013

Ferro Alloys Corporation Limited, (FACOR), believes in equalemployment opportunity and remains committed to creating andnurturing a working environment for all employees to enable themwork without fear of any prejudice, gender bias and sexualharassment. The Company does not tolerate sexual harassment atthe workplace and has adopted a policy on prevention, prohibitionand redressal of sexual harassment at workplace in line with theprovisions of the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013 and the Rulesthereunder. During the Financial Year 2014-15, the Company has notreceived any complaint of sexual harassment.

MEETINGS

During the year Six Board Meetings, Four Audit Committee Meetings,One Shareholders’ Grievances Committee, Four Nomination andRemuneration Committee and One Corporate Social ResponsibilityCommittee were convened and held, details whereof are given in theCorporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act,2013.

SUBSIDIARIES

The Repor t and Accounts of the Company are prepared inconsolidated form and contains results of its subsidiaries, Facor PowerLimited, Facor Realty and Infrastructure Limited and Facor EnergyLimited. The annual accounts of the subsidiaries shall be availableon request to the members of the Company and are available forinspection at the registered office of the Company. Further, theConsolidated Financial Statements presented by the Company includethe financial results of the subsidiary companies.

During the year under review, there has been no change in the list ofsubsidiaries or joint ventures or associates. Further, pursuant toSection 129(3) of the Companies Act, 2013 read with Rule 5 of theCompanies (Accounts) Rules, 2014, the statement containing salientfeatures of the financial statements of the Company’s Subsidiaries’,

Associates’ and Joint Ventures (in Form AOC-1) is attached herewithas “Annexure F”.

Regarding operations of subsidiaries, it is informed that here havebeen no operations at Facor Realty And Infrastructure Limited andFacor Energy Limited, Guernsey and the business operations shallbe taken up as and when an opportunity emerges.

Further, Facor Power Limited, another subsidiary of the Companyhas set up a 100 MW (2*50MW) Thermal Power Plant at Bhadrak,Orissa which has been funded through a combination of debt andequity in the ratio of 70:30.

Due to delays largely due to delay in receipt of statutory approvalswhich were beyond control and also delay in dispatches by the ProjectVendors, there has been Cost Overrun which has been funded throughdebt and equity.

At present only one Boiler & one Turbine is in operation which isgenerating about 35-38 MW power as per the requirement of FACORand selling around 1-1.50 MW power at IEX. The Company has signedPower Sharing Agreement with M/s Balasore Alloys Ltd., a Ferro Alloysproducer in Orissa to share power of upto 35 MW on group captivebasis and is trying to tie up for its balance power sale. As a result ofpartial functioning of the power plant FPL’s operations have resultedin significant losses which is reflected in the consolidated financialstatements of the company.

DIRECTORS’ RESPONSIBILITY STATEMENT

On the basis of framework of internal financial controls establishedand maintained by the Company, the work performed by the internal,statutory, Cost and Secretarial auditors and external agencies, thereviews performed by Management and the relevant BoardCommittees, the Board, with the concurrence of the Audit Committee,is of the opinion that the Company’s internal financial controls wereadequate and effective as on 31 March, 2015.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013the Board of Directors to the best of their knowledge and abilityconfirm:(a) That in the preparation of the annual accounts, the applicable

accounting standards have been followed along with properexplanation relating to material departures;

(b) That we have selected such accounting policies and applied themconsistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial yearand of the profit and loss of the company for that period;

(c) That proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventingand detecting fraud and other irregularities;

(d) That the annual accounts have been prepared on a goingconcern basis;

(e) That proper internal financial controls were laid down by thecompany and that such internal financial controls are adequateand were operating effectively.

(f) That proper systems to ensure compliance with the provisionsof all applicable laws were in place and that such systems wereadequate and operating effectively.



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AUDIT COMMITTEE

Audit Committee of the Company comprises of Mr A.S. Kapre, MrM.B. Thaker, and Mr. S.B. Mishra, all Independent Directors. Thecommittee has been constituted in compliance with the provisions ofClause 49 of the Listing agreement and assumes all responsibilitiesprovided therein, discharging their duties diligently with transparencyand accountability as their sole motivation.

AUDITORSM/s Salve & Company, Chartered Accountants hold office upto theconclusion of the 61st Annual General Meeting subject to theirappointment being ratified at every intervening Annual GeneralMeeting of the Company till 61st Annual General Meeting of theCompany. Based on the recommendation of the Audit Committee,the Board of Directors of the Company have proposed the ratificationof appointment of M/s Salve & Co., Chartered Accountants, as theAuditors of the Company from the conclusion of the forthcoming 59th

Annual General Meeting till the conclusion of the 61st Annual GeneralMeeting. M/s Salve & Co., have expressed their willingness to act asAuditors of the Company, if appointed, and have further confirmedthat the said appointment would be in conformity with the provisionsof Section 141 of the Companies Act, 2013.

AUDITOR’S REPORTThe observations made in the Auditors’ Report are self-explanatoryand therefore, do not call for any further comments u/s 134(3) of theCompanies Act, 2013.

COST AUDITORSPursuant to Section 141 & 148 of the Companies Act, 2013 read withThe Companies (Cost Records and Audit) Amendment Rules, 2014, thecost audit records maintained by the Company in respect of its activity isrequired to be audited. Your Directors have, on the recommendation ofthe Audit Committee, appointed M/s Niran & Co. to audit the cost accountsof the Company for the financial year 2015-16. As required under theCompanies Act, 2013, the remuneration payable to the cost auditor isrequired to be placed before the Members in a general meeting for theirratification. Accordingly, a Resolution seeking Member’s ratification forthe remuneration payable to Messrs Niran& Co., Cost Auditors(Registration No. 000113) is included at Item No. 12 of the Notice conveningthe Annual General Meeting. M/s Niran & Co., have expressed theirwillingness to act as Auditors of the Company, if appointed, and havefurther confirmed that the said appointment would be in conformitywith the provisions of Section 141 of the Companies Act, 2013.

Further, your Directors had, in accordance with the General Circular fromthe Ministry of Corporate Affairs appointed M/s Niran & Co., CostAccountants, as Cost Auditors for Financial Year ended 31st March, 2015,for which Central Government approval had been received by theCompany. While the report on Cost audit for Financial Year ended 31st

March, 2014 was filed on 24th September, 2014, the report for the yearended 31st March, 2015 would be filed with Central Government before30th September, 2015.

SECRETARIAL AUDITORPursuant to the provisions of Section 204 of the Companies Act, 2013and The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Company has appointed M/s Ashish Saxena& Company, a firm of Company Secretaries in Practice to undertake the

Secretarial Audit of the Company for financial Year 2015-16. The Reportof the Secretarial Audit in Form MR-3 is annexed herewith as “AnnexureA”.

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

A statement giving details of conservation of energy, technologyabsorption, foreign exchange earnings and outgo, in accordance withthe Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988 is annexed as Annexure ‘B’ which forms partof this Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act, read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules,2014 are annexed herewith as “Annexure C”.

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 (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, a statementshowing the names and other particulars of employees drawingremuneration in excess of the limits set out in the said Rules formspart of the Report.

However, having regard to the provisions of the first proviso to Section136(1) of the Companies Act, 2013, the Annual Report excluding theaforesaid information is being sent to the Members of the Company.The said information is available for inspection at Registered Officeof the Company during working hours. Any member interested inobtaining such information may write to the Company Secretary, atthe registered office and the same will be furnished on request. Furtherthe details are also available on the Company’s website:www.facorgroup.in/investerrelations

CORPORATE GOVERNANCE

Corporate Governance in your Company is about Commitment tovalues, ethical business conduct, nurturing good business ethics andcreating value for its stakeholders in line with the principles of fairness,equity, transparency, accountability and dissemination of information.Your Company’s efforts are driven by the fundamental objectives ofmaximizing value by employing resources in opportunities thatgenerate consistent returns and position it for sustained growth.

In terms of clause 49 of the Listing Agreement, a separate report onCorporate Governance, Management Discussion and Analysis alongwith your Company’s Statutory Auditors’ Certificate dated 8th August,2015 confirming the above compliance is annexed to and forms partof the Directors’ Report.

HUMAN RESOURCE DEVELOPMENT

Your Company takes great pride in the commitment, competence andvigour shown by its workforce in all aspects of business. The Companycontinues to take new initiatives to further align its HR policies tomeet the growing needs of its business.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in formMGT 9 is annexed herewith as “Annexure D”.




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SECRETARIAL AUDIT REPORTIn respect of observations made out by the Secretarial Auditor in its report,the management submits, as under:

a) As explanation to Rule 13 of Companies (Management &Administration) Rules, 2014 has been deleted w.e.f 24th July, 2014,the management is of the view that intimation regarding 2% changein individual shareholding at the then relevant time was not morerequired; and


b) Slight delay in intimation to Stock exchange was just due to oversight.The same cannot, therefore, be attributed to any negligence on thepart of the officers and Directors of the Company.

PARTICULAR OF LOANS & INVESTMENTS

Particulars of loans, guarantees given and investments made duringthe year in accordance with section 186 of the Companies Act, 2013are, as under:

Name of the entity Relation Amount Particulars of loans, Purpose for which the loans,`̀̀̀̀ lacs guarantees given or guarantees and investments

investments made are proposed to be utilized

Facor Energy Limited Wholly Owned Subsidiary 92.42 Investment Business Purpose

Facor Power Limited Subsidiary 1996 Investment Business Purpose

Facor Power Limited Subsidiary 1100 Investment Business Purpose

Facor Power Limited Subsidiary 5086 Guarantee To guarantee the loan given to Facor PowerLimited by Rural Electrification CorporationLimited for business purpose

RELATED PARTY TRANSACTIONThere have been no materially significant related party transactionsbetween the Company and the Directors, the management, thesubsidiaries or the relatives except for those disclosed in the financialstatements.

Accordingly, particulars of contracts or arrangements with relatedparties referred to in Section 188(1) along with the justification forentering into such contract or arrangement in Form AOC-2 does notform part of the report.

RISK MANAGEMENT POLICYA company is exposed to uncertainties owning to the sector in whichit is operating. The Company is conscious of the fact that any risk thatcould have a material impact on its business should be included in itsrisk profile. Accordingly, in order to contain / mitigate the risk, theBoard of Directors have approved a Risk management policy whichshall be reviewed by Board and the management from time to time.The Company’s Risk Management framework is designed to identify,assess and monitor various risks related to key business and strategicobjectives and lead to the formulation of a mitigation plan. Major risks inparticular are monitored regularly at Executive meetings and the Boardof Directors of the Company is kept abreast of such issues.

CORPORATE SOCIAL RESPONSIBILITYPursuant to Section 135 of the Companies Act, 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules, 2014, yourCompany approved a Policy on CSR and the Policy was parked on thewebsite of the Company. As part of CSR initiatives, your Company duringthe financial year 2014-15 has amongst other activities, undertakenprojects in areas of promoting healthcare, empowerment of woman,ecological balance. These projects are in accordance with ScheduleVIIof the Companies Act, 2013. The report on CSR activities is attachedherewith as Annexure-E to this Report

DISCLOSURE WHERE COMPANY IS REQUIRED TO CONSTITUTENOMINATION AND REMUNERATION COMMITTEE:The Company has constituted a Nomination & RemunerationCommittee under Clause 49 of the Listing Agreement &adopted

Nomination & Remuneration Policy for appointment and remunerationof Directors Under Section 178 of the Companies Act, 2013 andClause 49 of the Listing Agreement. All the appointments of Directorsare as per the Nomination & Remuneration Policy of the Company,which were also approved by the Committee.

DISCLOSURE IF MD/WTD IS RECEIVING REMUNERATION ORCOMMISSION FROM SUBSIDIARY COMPANYAs per Section 197(14) of the Act, 2013 A MD/WTD of company canreceive remuneration or commission from any holding company orsubsidiary company of such company. This should be disclosed bythe company in Board’s Report.

(` in lacs)

S. Name of Director Total RemunerationNo. including Perquisites

& Allowance/SittingFee

1 Mr. Ashish Saraf,Joint Managing Director 0.20

2 Mr. Anurag Saraf,Non-Executive Director 0.10

3 Mr. A.S. Kapre, IndependentDirector nominated on theBoard of Facor PowerLimited, subsidiary 0.40

DISCLOSURE OF VIGIL MECHANISM IN BOARD REPORT

The Company has adopted the Vigil Mechanism Policy for theCompany in its duly held Board Meeting on 13th February, 2015 andthe same is available on the website of the Company.

DETAILS OF DIRECTORS AND KMP

Pursuant to the provisions of section 2014 and other applicableprovisions, if any, of the Companies Act, 2013 and the rules framedthere under, Mr. R.K. Saraf, Chairman & Managing Director, Mr. O.P.Banka, Director (Finance) & Chief Finance Officer and Mr. Ritesh


59


Chaudhry, Company Secretary have been appointed as the KeyManagerial Personnel of the Company.

Further, details of directors who were appointed and/or who haveresigned are, as under:

S. Name of Director Date of Appointment/No. Resignation

1. Mr. Vinod Saraf,Joint Managing Director Upto 25th July, 2014

2. Mr. M.D. Saraf,Non-Executive Director Upto 30th July, 2014

3. Mr. Anurag Saraf,Non-Executive Director From 10th November, 2014

4. Mr. Umesh Khaitan,Independent Director From 13th February, 2015

5. Mrs. Urmila Gupta,Independent WomanDirector From 13th February, 2015

6. Mr. S. Sridhar,Independent Director Upto 29th September, 2014

7. Mr. N.L. Ajwalia,Independent Director Upto 24th December, 2014

8. Mr. Arye Berest* Upto 21st April, 2015

* Ceased to be director consequent upon his death.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate withthe size, scale and complexity of its operations. To maintain itsobjectivity and independence, the Internal Audit function reports tothe Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacyand adequacy of internal control system in the Company, itscompliance with operating systems, accounting procedures andpolicies at all locations of the Company and its subsidiaries. Basedon the report of internal audit function, process owners undertakecorrective action in their respective areas and thereby strengthen thecontrols. Significant audit observations and corrective actions thereonare presented to the Audit Committee of the Board.

DISCLOSURE ABOUT ESOP AND SWEAT EQUITY SHARE

Company has not issued any shares under ESOP or Sweat EquityShares during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS

There have been no significant and material orders passed by theregulators or courts or tribunals impacting the going concern statusand Company’s operations. However, members’ attention is drawn tothe statement on contingent liabilities, commitments in the notesforming part of the Financial statements.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTIONAND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, unclaimed orunpaid Dividends detailed, as under, are due for remittance on the

dates specified below to the Investor Education and Protection Fundestablished by the Central Government.

• Final Dividend for the year 2007-08, on or after 12th October,2015.



CAUTIONARY STATEMENT

Statements in the Board’s Report describing the Company’sobjectives, expectations or forecasts may be forward-looking withinthe meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement.Important factors that could influence the Company’s operationsinclude global and domestic demand and supply conditions affectingselling prices of finished goods, input availability and prices, changesin government regulations, tax laws, economic developments withinthe country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS

Directors of the Company wish to thank the Central and StateGovernments for their continued support and co-operation extendedtowards the business as well as the company’s social functions. TheManagement also thanks the shareholders, Business Associates,Financial Institutions & Banks, Customers and Suppliers for the faithreposed in the Company and in them. The Board expresses its sincereappreciation to the dedicated and committed team of employees andworkmen without whom reaching this far and maintaining the standardand quality of the products for which the company is famous, wouldnot have been possible. We look forward to all of your continuedsupport. Let’s grow and move ahead together.

On behalf of Board of Directors,

Place : Noida R.K. SARAFDated : 8th August, 2015 Chairman & Managing Director

ANNEXURE ‘A’ TO THE DIRECTORS’ REPORT

Form No.MR-3SECRETARIAL AUDIT REPORT

FORTHE FINANCIAL YEAR ENDED 31ST MARCH, 2015

Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014]

To,The Members,Ferro Alloys Corporation LimitedD P Nagar Randia, BhadrakOrissa- 756135

We have conducted the secretarial audit of the compliance ofapplicable statutory provisions and the adherence to good corporatepractices by FERRO ALLOYS CORPORATION LIMITED [CIN -L45201OR1955PLC008400] (here in after called the company).Secretarial Audit was conducted ina manner that provided me/us areas on able basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion there on.




59

Based on our verification of the FERRO ALLOYS CORPORATIONLIMITED’s books, papers,minute books,forms and returns filed andother records maintained by the company and also the informationprovided by the Company, its officers, agents and authorizedrepresentatives during the conduct of secretarial audit,I/Wehere byreport that in our opinion,the company has, during the audit periodcovering the financial year ended on 31st March, 2015 complied withthe statutory provisions listed here under and also that the Companyhas proper Board-processes and compliance-mechanism in place tothe extent, in the manner and subject to the reporting madehereinafter:

We have examined the books, papers, minute books, forms andreturns filed and other records maintained by FERRO ALLOYSCORPORATION LIMITED (“the Company”) fort he financial yearended on 31st March, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder; however it seems that company has missed out in givingintimation regarding change of shareholding of top tenshareholders pursuant to section 93 of the Act.

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) andthe rules made there under;

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

(iv) Foreign Exchange Management Act,1999 and the rules andregulations made there under to the extent of Foreign DirectInvestment, Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act,1992 (‘SEBI Act’):-

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

(b) The Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations,1992;

(c) The Securities and Exchange Board of India (Issue ofCapital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Registrars toan Issue and Share Transfer Agents) Regulations,1993regarding the Companies Act and dealing with client;

(vi) As informed to us the following other Laws are specificallyapplicable to the Company:

a) The Employees’ Provident Funds and MiscellaneousProvisions Act, 1952

b) Employees’ State Insurance Act, 1948

c) The Factories Act,1948

d) Equal Remuneration Act, 1976

e) The Payment of Wages Act, 1936

f) The Minimum Wages Act, 1948, and rules made there under

We have also examined compliance with the applicable clauses ofthe following:

(i) Secretarial Standards issued by The Institute of CompanySecretaries of India.

ANNEXURE TO THE DIRECTOR REPORT

(ii) The Listing Agreements entered in to by the Company withBombay Stock Exchange. The company is generally regular ingiving respective intimations under various clauses of the ListingAgreement, though there has been slight delay in sendingintimation regarding book closure and sending CorporateGovernance Report in certain cases

During the period under review the Company has complied withthe provisions of the Act, Rules, Regulations, Guidelines,Standards, etc. mentioned above subject to the followingobservations:

We further report that:

The Board of Directors of the Company is duly constituted with properbalance of Executive Directors, Non-Executive Directors andIndependent Directors. The changes in the composition of the Boardof Directors that to ok place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the BoardMeetings, agenda and detailed note son agenda were generallysentatleasts even days in advance, and a systemexists for seekingand obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at themeeting.

All decisions of the board were unanimous recorded as part of theminutes.

We further report that there are systems and processes in thecompany to monitor and ensure compliance with applicable laws,rules, regulations and guidelines. However, are there is scope toimprove these control and compliance systems.

We furtherreportthatduring theauditperiod thecompanyhas

a. taken consent of members through special resolution u/s 180(1) (c’) to borrow money including moneys already borrowedexceeding sum of paid up capital and free reserves but notexceeding ` 1,000 Crores.

b. taken consent of members through special resolution u/s 180(1) (a) for creation of charge, disposal of undertaking to secureloans, etc. for a sum not exceeding ` 1,000 Crores.

On the basis of information provided, we further report that duringthe audit period there were no instances of:a. Public/Right/Preferential issue of shares / debentures/ sweat

equityb. Redemption / buy-back of securitiesc. Merger / amalgamation / reconstruction, etc.d. Foreign technical collaborations

For Ashish Saxena & CoCompany Secretaries

Sd/-Date : 08/08/2015 (Ashish Saxena)Place : Ghaziabad Proprietor

FCS – 6560CP – 7096

Note : This report is to be read with our letter of even date which isannexed as ‘ANNEXURE A’ and forms an integral part of this report.


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‘ANNEXURE A’To,FERRO ALLOYS CORPORATION LIMITEDD P Nagar Randia, BhadrakOrissa- 756135

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

1. Maintenance of secretarial record is the responsibility of themanagement of the company. Our responsibility is to expressan opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as wereappropriate to obtain reasonable assurance about thecorrectness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct factsare reflected in secretarial records. We believe that the processesand practices, we followed provide a reasonable basis for ouropinion.

3. We have not verified the correctness and appropriateness offinancial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Managementrepresentation about the compliance of laws, rules andregulations and happening of events etc.

5. The compliance of the provisions of Corporate and otherapplicable laws, rules, regulations, standards is the responsibilityof management. Our examination was limited to the verificationof procedures on test basis.

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

For Ashish Saxena & CoCompany Secretaries

Sd/-Date : 08/08/2015 (Ashish Saxena)Place : Ghaziabad Proprietor

FCS – 6560CP – 7096




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ANNEXURE ‘B’ TO THE DIRECTORS’ REPORTAdditional information as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

A CONSERVATION OF ENERGY:a) Measures Takenb) Additional investment and proposals if any being implemented for

reduction of consumption of energyc) Impact of measures at (a) and (b) above for reduction of energy

consumption and consequent impact on the cost of production ofgoods.

d) Total energy consumption and energy consumption per unit ofproduction in prescribed form ‘A’.

B) TECHNOLOGY ABSORPTION:Research & Development (R&D):a) Specific areas in which R & D carried out by the company

b) Benefits derived as a result of the above R&D

c) Future Plan of action :

d) Expenditure on R&D :

e) Technology absorption, adaptation and innovation:

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

ii) Benefits derived as a result of the above efforts, e.g. productimprovement, cost reduction, product development, importsubstitution etc.

iii) Information regarding technology imported during last 5 years

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

2) Total Foreign Exchange used and earned

i) CIF value of imports

ii) Expenditure in Foreign currency

iii) Foreign exchange earned on FOB basis

On behalf of Board of Directors

Place : Noida R.K. SARAFDated : 8th August, 2015 CHAIRMAN &MANAGING DIRECTOR

Conservation of Energy is an ongoing process and is alwaysattached great importance. Installation of efficient electricequipments and other measures taken in recent past havebrought down energy consumption. However, it is difficult toquantify the same and/or assess its impact on cost ofproduction.

Form ‘A’ is not applicable to Ferro Alloys Industry.

R&D in the operation of Ferro Chrome Production andmanufacturing of briquettes is a continuous process. Studiesto recover the entrapped metal from the discharged slagare in progress.

The Company is analyzing and experimenting differentmethods of briquetting to cut down cost of production.

Recurring expenditure on R&D has been shown underrespective heads of accounts in Profit & Loss Account.

Not applicable since no new technology has been adopted

Not applicable

No technology has been imported during the last five years.

To explore new avenues of exports and to understand latestdevelopments in the international markets, your directorsundertake foreign tours as and when required.

`̀̀̀̀ in lacs

516.97

300.36

19473.25

}}



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ANNEXURE ‘C’ TO THE DIRECTORS’ REPORTInformation pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014

(1) Ratio of the remuneration of each Director/KMP to the median remuneration of all the employees of the Company for thefinancial year:

Median remuneration of all the employees of the Company for the Financial Year 2014-15 ` 3,70,670

The percentage increase in the median remuneration of employees in the Financial Year 5.48%

The number of permanent employees on the rolls of Company as on 31st March, 2015 834

Name of Director Ratio of remuneration to median % increase in remuneration inRemuneration of all employees the Financial Year 2014-15

Non-Executive Directors

Mr. Vineet Saraf 0.08 : 1 —

Mr. Anurag Saraf 0.03 : 1 —

Independent Directors

Mr. A.S. Kapre 0.28 : 1 —

Mr. Pinaki Misra 0.03 : 1 —

Mr. Umesh Khaitan - —

Mrs. Urmila Gupta 0.03 : 1 —

Mr. S.B. Mishra 0.08 : 1 —

Mr. M.B. Thaker 0.27 : 1 —

Mr. Keshaorao Pardhi 0.13 : 1 —

Executive Directors

Mr. R.K. Saraf 11.44 : 1 —

Mr. Manoj Saraf 12.63 : 1 —

Mr. Ashish Saraf 12.79 : 1 —

Mr. Rohit Saraf 12.79 : 1 —

Notes:1) The ratio of remuneration to median remuneration is based on remuneration paid during the period 1st April, 2014 to 31st March,

2015.2) Mr. Vinod Saraf and Mr. M.D. Saraf resigned from the Board with effect from 25th July, 2014 and 30th July, 2014 respectively.

Accordingly, the disclosure with respect to increase in their salary is not made.

(2) Relationship between average increase in remuneration and company performance:

a) The average increase in remuneration during Financial Year 2014-15 was 0.77% as compared with previous financial year. Netrevenues of the Company during the financial year stood at ` 602.70 crores as against ` 651.14 crores in the previous year.

b) The total employee cost for the Financial Year ended 31st March, 2015 was ` 43,40,72,220 against ` 43,07,53,162 for the FinancialYear ended 31st March, 2014. The total employee cost as a percentage of net revenues was 7.20% (last year 6.62%). The performanceof the Company was under pressure due to the challenges it faced during the year.

c) Average increase in remuneration is guided by factors like inflation, normal salary revisions, external competitiveness and talentretention.

Whilst the Company has a strong focus on cost, employee cost being one of the key areas for cost monitoring and control, theresults of any structural initiatives needs to be measured over a long-term horizon and cannot be strictly compared with annualperformance indicators. Besides employee costs, other significant internal and external factors impacted performance of the Companywhich are explained in the Management Discussion & Analysis Report.




59

(3) Comparison of the remuneration of the KMP against the performance of the Company:

Particulars Crores

Aggregate remuneration of KMP in Financial Year 2014-15 0.85

Revenue 602.70

Remuneration of KMPs (as % of revenue) 0.14

Profit before Tax (PBT) 24.56

Remuneration of KMPs (as % of PBT) 3.46

(4) Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financialyear and previous financial year and percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last public offer:

Sl. No. Description

1 Market Cap variation

Mcap at 31 March, 2015 (crores) 74.48

Mcap at 31 March, 2014 (crores) 90.97

Variation in Mcap in FY 2015 (%) (18.13%)

2 Price-to-Earnings Ratio

- PE as at 31 March, 2015 (Mkt Price/EPS) 3.90

- PE as at 31 March, 2014 (Mkt Price/EPS) 2.91

Variation in PE in FY 2015 (%) 34.02%

3 % Increase/Decrease from last Public Offer

- FPO price per share (January 2011) (in `) -

- Market price as at 31 March, 2015 (in `) 4.02

% decrease from last FPO -

(5) Average percentile increase already made in the salaries of employees other than the managerial personnel in the lastfinancial year and its comparison with the percentile increase in the managerial remuneration and justification thereofand point out if there are any exceptional circumstances for increase in the managerial remuneration:

a) Average percentage increase in salary of the Company’s employees was 3.44%. The total managerial remuneration for theFinancial Year 2014-15 was ` 216.51 lacs as against ` 322.98 lacs during the previousyear.

b) The percentage decrease in remuneration was, as under:

- Mr. R.K. Saraf – Chairman & Managing Director - During the Financial Year 2014-15 was approximately 31.33% ascompared to the previous financial year.

- Mr. Manoj Saraf – Managing Director - During the Financial Year 2014-15 was approximately 28.89% as compared to theprevious financial year.

- Mr. Ashish Saraf – Joint Managing Director - During the Financial Year 2014-15 was approximately 28.12% as comparedto the previous financial year.

- Mr. Rohit Saraf – Joint Managing Director - During the Financial Year 2014-15 was approximately 28.12% as comparedto the previous financial year.

- Mr. M.D. Saraf and Mr. Vinod Saraf served the Board for a part of the year, Hence, the disclosure with respect to percentageincrease in his salary between Financial Years 2013-14 and 2014-15 is not made.



59


(6) Comparison of the each remuneration of the KMP against the performance of the Company:

Sl. No. Particulars of Remuneration Key Managerial Personnel

Mr. R.K. Saraf Mr. O.P. Banka Mr. Ritesh Chaudhry

1 Remuneration in FY 15 (` Crores) 0.42 0.28 0.15

2 Revenue (` Crores) 602.70 602.70 602.70

3 Remuneration as % of Revenue 0.07 0.05 0.02

4 Profit before Tax (PBT) (` Crores) 24.56 24.56 24.56

5 Remuneration as % of PBT 1.71 1.14 0.61

(7) The key parameters for any variable component of remuneration availed by the directors:

Remuneration to the EDs involve balance between fixed and variable pay reflecting short and long-term performance objectiveappropriate to the working of the Company, its goals, for attracting and retaining the best talent. Remuneration to NEDs involvesitting fees for attending meetings of the Board/Committees based on the attendance.

(8) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receiveremuneration in excess of the highest paiddirector during the year:

Mr. Ashok Agarwal received a remuneration of ` 64,96,284/- during FY 2014-15, which exceeds the remuneration of highest paidDirector.

(9) Remuneration is as per the remuneration policy of the Company.

On behalf of the Board of Directors

Mr. R.K. SarafChairman & Managing Director




59

ANNEXURE ‘D’ TO THE DIRECTORS’ REPORT

Form No. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on 2014-15[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 L45201OR1955PLC008400

ii) Registration Date 27th September, 1955

iii) Name of the Company Ferro Alloys Corporation Limited

iv) Category / Sub-Category of the Company Public Company/Limited by Shares

v) Address of the Registered office and contact details D P NAGAR, RANDIA, BHADRAK, ODISHA-756135Phone No.-+91-6784-240320Fax No.- +91-6784-240626E-mail- [email protected], [email protected]

vi) Whether listed company Yes

vii) Name, Address and Contact details of Beetal Financial & Computer Services Pvt. Ltd.,Registrar and Transfer Agent Beetal House,3rd Floor, 99, Madangir, Behind LSC, New Delhi-110062Phone No. +91-11-29961281-83Fax No. +91-11-29961284E-mail : [email protected], [email protected]

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. Name and Description of main NIC Code of the % to total turnover ofNo. products/services Product/ service the company

1. Ferro Chrome 27110 77%

2. Chrome Ore 13202 23%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

S. Name and Address CIN/GLN Holding/ % of ApplicableNo. of the Company Subsidiary/ shares Section

Associate held

1 Facor Power Ltd. U40101DL2005PLC139923 Subsidiary 86.09 2(87)

2 Facor Realty & Infrastructure Ltd. U45208DL2007PLC167732 Subsidiary 100 2(87)

3 Facor Energy Limited,Guernsey NA Subsidiary 100 2(87)

4 Rai Bahadur Shreeram & Co. Pvt. Ltd. U99999MH1953PTC021694 Associate 37.49 2(6)

5 Boula Platinum Mining Private Limited U72900DL2008PTC180106 Associate 30 2(6)



59


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding

Category of No. of shares held at the beginning No. of Shares held at the endShareholders of the year 01.04.2014 of the year 31.03.2015

Demat Physical Total % of Demat Physical Total % ofTotal Total

Share Share

A. Promoters

(1) Indiana) Individual/ HUF 2,06,685 0 2,06,685 0.11 20,66,850 0 2,06,685 0.11 0b) Central Govt. 0 0 0 0 0 0 0 0 0c) State Govt. 0 0 0 0 0 0 0 0 0d) Bodies Corp. 7,27,26,108 0 7,27,26,108 39.25 7,27,26,108 0 7,27,26,108 39.25 0e) Banks/FI 0 0 0 0 72,72,610 0 0 0 0f) any Other 6,01,59,840 0 6,01,59,840 32.47 6,01,59,840 0 6,01,59,840 32.47 0

Sub-total (A) (1):- 13,30,92,633 0 13,30,92,633 71.84 13,30,92,633 0 13,30,92,633 71.84 0

(2) Foreigna) NRI’s-Individuals 1,96,188 0 1,96,188 0.00 1,96,188 0 01,96,188 0.11 0b) Others-Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp. 56,39,215 0 56,39,215 3.04 56,39,215 0 56,39,215 3.04 0d) Banks/FI 0 0 0 0 0 0 0 0 0e) Any Other 0 0 0 0 0 0 0 0 0

Sub-total (A) (2):- 58,35,403 0 58,35,403 3.15 58,35,403 0 58,35,403 3.15 0

Total Shareholding of 13,89,28,036 0 13,89,28,036 74.99 13,89,28,036 0 13,89,28,036 74.99 0Promoters (A) =(A)(1)+(A)(2)

B. Public Shareholding

1. Institutionsa) Mutual Fund 5,739 2,100 78,939 0 5,739 2,100 7,839 0 0b) Banks/FI 1,636 3,212 4,848 0 11,536 3,212 14,748 0 0c) Central Govt. 0 4,046 4,046 0 0 4,046 4,046 0 0d) State Govt’s 34,020 0 34,020 0.02 34,020 0 34,020 0.02 0e) Venture Capital Funds 0 0 0 0 0 0 0 0 0f) Insurance Companies 1,620 6,600 8,220 0 1,620 6,600 8,220 0 0g) FIIs) Foreign Venture 25,74,356 120 25,74,476 1.39 25,51,800 120 25,51,920 1.38 0.01

Capital Fundsi) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total(B)(1):- 26,17,371 16,078 26,33,449 1.42 26,04,715 16,078 26,20,793 1.41 0.01

2. Non-Institutionsa) Bodies Corp.

i) Indian 1,11,16,810 9,904 1,11,26,714 6.01 1,19,41,716 9,904 11,49,51,620 6.45 0.44ii) Overseas 1,07,109 646 1,07,755 0.06 99,017 646 99,663 0.05 (0.01)

b) Individualsi) Individual 2,62,35,846 6,62,833 2,68,98,679 14.52 2,58,55,349 6,56,310 2,65,11,659 14.31 (0.21)

shareholders holdingnominal share capitalupto ` 1 lakh

ii) Individual shareholders 43,21,950 0 43,21,950 2.33 42,83,667 0 42,83,667 2.31 (0.02)holding nominal sharecapital in excess of` 1 lakh

c) Others (specify) 12,07,698 43,960 12,51,658 0.68 8,28,843 43,960 872,803 0.47 (0.20)

Sub-total(B)(2):- 4,29,89,413 7,17,343 4,37,06,756 23.59 4,30,08,592 7,10,820 4,37,19,412 23.60 0.01

Total Public Shareholding 4,56,06,784 7,33,421 4,63,40,205 2501 4,56,13,307 7,26,898 4,63,40,205 25.01 0(B)=(B)(1)+(B)(2)

C. Shares held by Custodian 0 0 0 0 0 0 0 0 0for GDRs & ADRs

Grand Total (A+B+C) 18,45,34,820 7,33,421 18,52,68,241 100 18,45,41,343 7,26,898 18,52,68,241 100 0

%Change

duringthe

year




59

ii) Shareholding of Promoters

Shareholder’s Name Shareholding at the beginning of Shareholding the end of thethe year 01.04.2014 year 31.03.2015

No. of % of total % of Shares No. of % of total % of Sharesshares Shares Pledged/ shares Shares Pledged/

of the encumbered of the encumberedCompany total shares Company total shares

1 Urmiladevi Narayandas Saraf 59,43,503 3.21 0 59,43,503 3.21 0 0

2 Anurag Murlidhar Saraf 48,21,854 2.60 0 48,21,854 2.60 0 0

3 Sushmadevi Vinodkumar Saraf 43,67,086 2.36 0 43,67,086 2.36 0 0

4 Manjudevi Murlidhar Saraf 39,64,131 2.14 0 39,64,131 2.14 0 0

5 Mohinidevi Umashankar Saraf 38,74,617 2.09 0 38,74,617 2.09 0 0

6 Vanitadevi Vineetkumar Saraf 38,40,705 2.07 0 38,40,705 2.07 0 0

7 Promiladevi Ramkisan Saraf 22,10,328 1.19 0 22,10,328 1.19 0 0

8 Ramkisan Durgaprasad Saraf 22,10,327 1.19 0 22,10,327 1.19 0 0

9 Rohitkumar Narayandas Saraf 20,93,366 1.13 0 20,93,366 1.13 0 0

10 Sunandadevi Yogeshkumar Saraf 11,76,976 0.64 0 11,76,976 0.64 0 0

11 Ramadevi Manojkumar Saraf 15,55,581 0.84 0 15,55,581 0.84 0 0

12 Shailajadevi Ashishkumar Saraf 9,34,629 0.50 0 9,34,629 0.50 0 0

13 Ashishkumar Ramkisan Saraf 9,34,629 0.50 0 9,34,629 0.50 0 0

14 Manojkumar Umashankar Saraf 9,40,493 0.51 0 9,40,493 0.51 0 0

15 Sonal Ashimkumar Saraf 8,50,344 0.46 0 8,50,344 0.46 0 0

16 Ashimkumar Ramkisan Saraf 8,50,344 0.46 0 8,50,344 0.46 0 0

17 Vineetkumar Vithaldas Saraf 5,14,118 0.28 0 5,14,118 0.28 0 0

18 Bimladevi Vithaldas Saraf 3,31,151 0.18 0 3,31,151 0.18 0 0

19 Vinodkumar Saraf 2,03,474 0.11 0 2,03,474 0.11 0 0

20 Murlidhar Durgaprasad Saraf 1,90,120 0.10 0 1,90,120 0.10 0 0

21 Saritadevi Sanjivkumar Saraf 76,758 0.04 0 76,758 0.04 0 0

22 Payal Murlidhar Saraf 31,280 0.02 0 31,280 0.02 0 0

23 Vibhav Vineetkumar Saraf 23,080 0.01 0 23,080 0.01 0 0

24 Preetidevi Rohitkumar Saraf 12,600 0.01 0 12,600 0.01 0 0

25 Yogeshkumar Umashankar Saraf 18,900 0.01 0 18,900 0.01 0 0

25 Aisha Ashishkumar Saraf 11,500 0.01 0 11,500 0.01 0 0

27 Madhuri Manojkumar Saraf 7948 0.00 0 7948 0.00 0 0

28 Sidharth Vineetkumar Saraf 39,731 0.02 0 39,731 0.02 0 0

29 Raghvendra Manojkumar Saraf 4,800 0.00 0 4,800 0.00 0 0

30 Narayandas Durgaprasadji Saraf 3,176 0.00 0 3,176 0.00 0 0

31 Sanjiv Narayandas Saraf 1,96,188 0.11 0 1,96,188 0.11 0 0

32 Madhavhari Yogeshkumar Saraf 89,618 0.05 0 89,618 0.05 0 0

33 Gautam Vinodkumar Saraf 45,898 0.02 0 45,898 0.02 0 0

34 Raghuhari Yogeshkumar Saraf 32,902 0.02 0 32,902 0.02 0 0

35 Gauri Sanjeev Saraf 4800 0.00 0 4800 0.00 0 0

36 Amla Saraf 23,183 0.02 0 23,183 0.02 0 0

37 Gaurav Vinodkumar Saraf 5,156 0.00 0 5,156 0.00 0 0

38 Sakhi Sanjeevkumar Saraf 5,128 0.00 0 5,128 0.00 0 0

39 R B Shreeram & Co. Pvt. Ltd. 6,94,48,883 37.49 0 6,94,48,883 37.49 0 0

40 Dass Papers Pvt. Ltd. 12,00,000 0.65 0 12,00,000 0.65 0 0

41 Shreeram Durgaprasad Ores Pvt. Ltd. 12,00,000 0.65 0 12,00,000 0.65 0 0

42 Suchitra Investments & Leasing Ltd. 5,67,041 0.30 0 5,67,041 0.30 0 0

43 Saraf Bandhu Pvt. Ltd. 2,35,200 0.13 0 2,35,200 0.13 0 0

%change

in share-holdingduring

the year



59


Shareholder’s Name Shareholding at the beginning of Shareholding the end of thethe year 01.04.2014 year 31.03.2015

No. of % of total % of Shares No. of % of total % of Sharesshares Shares Pledged/ shares Shares Pledged/

of the encumbered of the encumberedCompany total shares Company total shares

44 GDP Infrastructure Pvt. Ltd. 56,840 0.03 0 56,840 0.03 0 0

45 Vidarbha Iron & Steel Co. Ltd 18,144 0.01 0 18,144 0.01 0 0

46 Globalscale Investment Limited 56,39,215 3.04 0 56,39,215 3.04 0 0

47 Manojkumar Saraf & Rohit Saraf, astrustee 0of FACOR EmployeesWelfare Trust 22,424 0.01 0 22,424 0.01 0 0

48 Ramkishan Durgaprasad Saraf, asTrustee od FAL Employees Welfare Trust 27,576 0.01 0 27,576 0.01 0 0

49 Mohinidevi Umashakar Saraf Jtly withManjudevi Murlidhar Saraf, on behalf ofPremier Commercial Corp. 1,56,72,291 8.46 0 1,56,72,291 8.46 0 0

50 Vanitadevi Vineetkumar Saraf Jtly withSunandadevi Yogeshkumar Saraf, onbehalf of Geedee Sales Services 12,00,000 0.65 0 12,00,000 0.65 0 0

51 Murlidhar Durgaprasad Saraf Jtly withGaurav Vinod Saraf, on behalf of DeepeeSales Corporation 12,00,000 0.65 0 12,00,000 0.65 0 0

Total 13,89,28,036 74.99 0 13,89,28,036 74.99 0 0

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

Shareholding at the Cumulative Shareholdingbeginning of the year during the year

No. of % of total shares No. of % of total sharesshares of the company shares of the company

At the beginning of the year

Data wise Increase/ Decrease in PromotersShareholding during the year specifying the reasons No Changefor increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):

At the end of the year

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


S. No. of % of total shares No. of % of total sharesNo. shares of the company shares of the company

1 Albula Investment Fund Ltd 25,74,356 1.39 24,75,290 1.34

2 Bonanza Portfolio Ltd 19,21,228 1.04 19,18,122 1.04

3 Anil Agarwal 10,71,450 0.49 15,39,000 0.83

4 Queen Consultancy Services Pvt Ltd 14,17,623 0.77 14,17,623 0.77

5 Modex International Securities Ltd 12,84,550 0.69 13,12,674 0.71

6 Amrit Steels (P) Ltd 9,78,612 0.53 9,78,612 0.53

7 Pratibhuti Vinihit Limited 3,00,000 0.16 8,50,000 0.46

8 Aqua Financial Consultants Private Limited 5,79,172 0.31 5,79,172 0.31

9 Motilal Oswal Financial Services Limited 4,65,943 0.25 4,20,500 0.23

10 Arjun Kumar Goyal 3,84,133 0.21 3,99,496 0.22

%change

in share-holdingduring

the year




59

v) Shareholding of Directors and Key managerial Personal:


S. No. of % of total shares No. of % of total sharesNo. shares of the company shares of the company

1 Mr. R. K. Saraf 22,10,327 1.19 22,10,327 1.19

2 Mr. Manoj Saraf 9,40,493 0.51 9,40,493 0.51

3 Mr. Ashish Saraf 9,34,629 0.50 9,34,629 0.50

4 Mr. Rohit Saraf 20,93,366 1.13 20,93,366 1.13

5 Mr. A.S. Kapre 0 0.00 25000 0.01

6 Mr. Arye Berest 0 0.00 0 0.00

7 Mr. M.B. Thaker 5,294 0.00 5,294 0.00

8 Mr. Pinaki Misra 0 0.00 0 0.00

9 Mr. Keshaorao Pardhi 100 0.00 100 0.00

10 Mr. Umesh Khaitan 0 0.00 0 0.00

11 Mrs. Urmila Gupta 0 0.00 0 0.00

12 Mr. S.B. Mishra 0 0.00 0 0.00

13 Mr. Vineet Saraf 5,14,118 0.28 5,14,118 0.28

14 Mr. Anurag Saraf 48,21,854 2.60 48,21,854 2.60

15 Mr. O.P. Banka 500 0.00 500 0.00

16 Mr. Ritesh Chaudhry 0 0.00 0 0.00

vi) IndebtednessIndebtedness of the company including interest outstanding/accrued but not due for payment (` in Lacs)

Secured Unsecured Deposits TotalLoans Loans Indebtedness

excludingdeposits

Indebtedness at the beginning of the financial year

i) Principal Amount 3723.62 1324.96 0 5048.58

ii) Interest Due but not paid 45.42 7.41 0 52.83

iii) Interest Accrued but not due 0.25 0.25

Total (i+ii+iii) 3769.04 1332.62 0 5101.66

Change in Indebtedness during the financial year

i. Addition - 2680.00 0 2680.00

ii. Reduction (1545.66) (8.24) 0 (1553.90)

Net Change (1545.66) 2671.76 0 1126.10

Indebtedness at the end of the financial year

i) Principal Amount 2217.19 3979.28 0 6196.47

ii) Interest Due but not paid 619 24.98 0 31.17

iii) Interest Accrued but not due 0.12 0.12

Total (i+ii+iii) 2223.38 4004.38 0 6227.76



59


vii) Remuneration of Directors and Key Managerial PersonnelA. Remuneration to Managing Director, Whole-time Director and/or Manager: (` in Lacs)

S. Particulars of Remuneration Name of MD/WTD/Manager TotalNo. Amount

R.K. Saraf Manoj Saraf Vinod Saraf Ashish Saraf Rohit Saraf

1. Gross Salary

(a) Salary as per provisions contained in 14.03 14.03 16.65 14.81 14.57 74.09section 17(1) of Income Tax Act, 1961

(b) Value of perquisites u/s 17(2) - 3.33 0.09 3.01 2.61 9.06Income Tax Act, 1961

(c) Profits in lieu of salary under - - - - - -section 17(3) Income Tax Act, 1961

2. Stock Option - - - - - -

3. Sweat Equity - - - - - -

4. Commission- As % of Profit (@1% to each) 26.55 26.55 26.55 26.55 26.55 132.75- Others, specify

5. Others, please specify - - - - - -

Total (A) 40.58 43.91 43.29 44.37 43.73 215.89

Ceiling as per the Act

B. Remuneration to other directors (` in Lacs)

S. Particulars of Remuneration Name of MD/WTD/Manager

No. Mr. A.S. Mr. Pinaki Mr. Umesh Mrs. Urmila Mr. S.B. Mr. S. Mr. N.L. Mr. AryeKapre Misra Khaitan Gupta Misra Sridhar Ajwalia Berest

1. Independent Directors

- Fee for attending Board,Committee meetings 1.05 0.10 — 0.10 0.30 0.10 0.50 0.10

- Commission — — — — — — — —

- Others, Please specify — — — — — — — —

Total (1) 1.05 0.10 — 0.10 0.30 0.10 0.50 0.10

2. Other Non-Executive Directors

- Fee for attending Board,Committee meetings — — — — — — — —

- Commission — — — — — — — —

- Others, Please specify — — — — — — — —

Total (2) — — — — — — — —

Total (B)=(1+2) 1.05 0.10 — 0.10 0.30 0.10 0.50 0.10

Total Managerial Remuneration

Overall Ceiling as per the Act




59

(` in Lacs)

S. Particulars of Remuneration Name of MD/WTD/Manager

No. Mr. M.B. Mr. Keshaorao Mr. Vineet Mr. Anurag Mr. M.D. TotalThaker Pardhi Saraf Saraf Saraf Amount

1. Independent Directors

- Fee for attending Board, Committee meetings 1.00 0.50 — — — 3.75

- Commission — — — — — —

- Others, Please specify — — — — — —

Total (1) 1.00 0.50 — — 3.75

2. Other Non-Executive Directors

- Fee for attending Board, Committee meetings — — 0.30 0.10 0.10 0.50

- Commission — — — — —

- Others, Please specify — — — — —

Total (2) — — 0.30 0.10 0.10 0.50

Total (B)=(1+2) — — — — — 4.25

Total Managerial Remuneration — — — — — 220.14

Overall Ceiling as per the Act — — — — — 293.15

C. Remuneration to Key Managerial Personnel Other than MD/WTD/Manager (` in Lacs)

S. Particulars of Remuneration Key Managerial Personnel

No. CEO Company CFO TotalSecretary

1. Gross Salary

(a) Salary as per provisions contained in section 17(1) of Income 10.87 21.27 32.14Tax Act, 1961

(b) Value of perquisites u/s 17(2) Income Tax Act, 1961 1.50 1.82 3.32

(c) Profits in lieu of salary under section 17(3) Income Tax Act, 1961 — — —

2. Stock Option — — —

3. Sweat Equity — — —

4. Commission- As % of Profit — — —- Others, specify — — —

5. Others, please specify — — —

Total (A) 12.37 23.09 35.26

viii. Penalties/Punishment/Compounding of Offences:

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern statusand Company’s operations. However, members’ attention is drawn to the statement on contingent liabilities, commitments in the notesforming part of the Financial statements.

ANNEXURE ‘E’ TO THE DIRECTORS’ REPORTTHE ANNUAL REPORT ON CSR ACTIVITIES

Sr. No. Particulars Remarks

1 A brief outline of the Company’s CSR policy, including The Company has framed Corporate Social Responsibilityoverview of projects or programs proposed to be Policy and is guided by its social responsibility towards theundertaken and a reference to the web-link to the CSR society, in general and environment, in particular andpolicy and projects or Programmes. remains committed to its further development.The Company promotes projects that are in line with • are sustainable and create long term change,Schedule VII to the Companies Act, 2013 and: • Channelize resources & efforts towards making positive

and sustainable contribution in social and economicdevelopment; and

• Align CSR practices & programs to complement andsupport the developmental priorities at local, state andnational levels.



59


The CSR Policy has been uploaded on the Company’swebsite: www.facorgroup.in

2 The Composition of the CSR Committee. Mr. M.B. Thaker, ChairmanMr. R.K. Saraf, MemberMr. Manoj Saraf, Member

3 Average net profit of the Company for last three ` 2625 lacsfinancial years

4 Prescribed CSR Expenditure (two per cent. of the ` 52.51 lacsamount as in item 3 above)

5 Details of CSR spent during the financial year:(a) Total amount to be spent for the financial year; ` 52.51 lacs(b) Amount unspent, ifany; Not applicable(c) Manner in which the amount spent during the

financial year is detailed below

(1) (2) (3) (4) (5) (6) (7) (8)

Sl. CSR project or Sector in which Projects or programs Amount outlay Amount spent on the Cumulative Amount spent:No. activity Identified the Project is (1) Local area or (budget) project projects or programs expenditure upto Direct or

covered other (2) Specify the or programs wise Sub-head: (1) Direct the reporting throughState and district expenditure on period implementingwhere projects or projects or programs agency*programs was (2) Overheads:undertaken (Rs.in lacs)

1 Relief to Jajpur Healthcare Dist. Jajpur, Odisha 3.50 3.86 3.86 DirectDistt. Flood victims

2 Providing water Healthcare Dist. Jajpur, Odisha 11.50 11.80 11.80 Directfacilities to thevillagers in Ostapalmine and near byvillages

3 Donation to Friends Promoting Odisha State 6.00 6.00 6.00 Friends Trialof Tribal Society for Education Society,running One BhubaneswarTeacher School

4 Salary for Sewing Empowerment Dist. Bhadrak, 1.25 1.26 1.26 DirectTeachers at Woman of Women OdishaWelfare Centre

5 Plantation expense Ecological Randia, Distt. 30.00 30.21 30.21 Directbalance Bhadrak, Odisha

*Give details of implementing agency:

6. In case the company has failed to spent the two percent of the average net Not applicableprofit of the last three financial years or any part thereof, the reasons for notspending the amount in its Board report.

7. A responsibility statement of the CSR Committee that the implementation and The CSR Committee confirms that the implementation andmonitoring of CSR Policy, is in compliance with CSR objectives and Policy of the monitoring of CSR Policy is in compliance with CSRthe company. objectives and Policy of the Company.

Place : Noida (Chairman & Managing Director) (Chairman CSR Committee)Dated : 8th August, 2015




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ANNEXURE ‘F’ TO THE DIRECTORS’ REPORTForm AOC-I

(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/joint ventures

Part “A”: Subsidiaries(Information in respect of each subsidiary to be presented with amounts in Rs in Lacs)

SI. Name of subsidiary 1 2 3No.

1 Facor Power Ltd. Facor Energy Ltd. Facor Realty AndInfrastructure Ltd.

2 Reporting period for the subsidiary concerned, if - - -different from the holding company’s reporting period

3 Reporting currency and Exchange rate as on - GBP -the last date of the relevant Financial year in the 92.55case of foreign subsidiaries

4 Share Capital 24106.00 185.11 10.00

5 Reserves & Surplus (17927.05) (198.72) -

6 Total Assets 66623.85 5.05 10.79

7 Total Liabilities 66623.85 5.05 10.79

8 Investments 0.40 - -

9 Turnover 12081.65 - -

10 Profit before taxation (5873.43) (16.93) -

11 Provision for taxation - - -

12 Profit after taxation (5873.43) (16.93) -

13 Proposed Dividend - - -

14 % of shareholding 86.09% 100.00% 100.00%

Following are the names of subsidiaries which are yet to commence operations ;i) Facor Energy Ltd.ii) Facor Realty and Infrastructure Ltd.

Part “B”: Associates and Joint VenturesStatement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Sr. No. Name of Associates Boula Platinum Mining Pvt. Ltd.

1. Latest audited Balance Sheet Date 31.03.2015

2. Shares of Associateheld by the company on the year end

No. 4,66,164

Amount of Investment in Associates (Rs. in Lacs) 4.66

Extend of Holding % 30%

3. Description of how there is significant influence There is significance influence due to holding ofmore than 20% Equity Share Capital.

4. Reason why the associate is not consolidated -

5. Networth attributable to Shareholding as per latest auditedBalance Sheet (Rs. in Lacs) 52.13

6 Profit / Loss for the year(Rs. in Lacs)

i. Considered in Consolidation (1.21)

ii. Not Considered in Consolidation -



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MANAGEMENT DISCUSSIONS AND ANALYSIS

INDUSTRY STRUCTURE, DEVELOPMENT AND OTHER RELATEDMATTERS

The Indian ferro alloys industry is primarily driven by the growth andprogress of steel industry. Being a power intensive industry, powerconstitutes a major portion of its cost of production. This is a majorfactor for limiting the capacity utilization of ferro alloys industry. Thisproblem is compounded further due to high power tariff vis a viscompeting countries like South Africa, Kazakistan to cite a few.

Today, the Indian ferro alloy industry is now estimated at 5.15 mtpaand growing in tandem with the steel industry. However, due totumultuous times in recent years, producers are operating at 50-55%capacity.

Poor market sentiments have affected the price of ferro chrome. Notonly India, Ferro Chrome prices have got a beating in China as welldue to weak demand and excess capacity. The outlook ahead doesnot seem very promising given the Dollar rupee parity. However, asthe market for ferro chrome improves the world over, the spurt indemand is likely to go up and so would the prices of ferro chrome aswell.

Although, the chrome ore available in India has higher Cr2O3 andhigher Cr/Fe ratio, which makes indian ores more amenable tobeneficiation and upgradation, the upside of quality is diluted due topoor availability of good quality raw material, high power tariff anduncertain policy framework which renders the quality factoruncompetitive in the international market.

RISKS AND CONCERNS / OPPORTUNITIES AND THREATS /OUTLOOK

Ferro Alloys industry is a cyclical industry. To ensure that a healthyproduction growth is maintained, certain exclusive stimulus/relief needto be provided by the government as the steady growth and potentialin business and development is subject to effective resolution ofvarious bottlenecks which the industry currently faces. While some ofthem relate to the larger macroeconomic framework, some of themare intrinsic to the industry itself; major ones are as follows:• High cost of grid power has been affecting the industry’s

competitiveness despite having the best quality ores andprocesses

• High cost of coal and failure of CIL to allocate required coal tocaptive power unit has entailed a burden on producers

• Inadequate indigenous supply of good quality and high gradecoke

• Depleting Chrome ore supply on domestic level. With OMC beingthe only major producer of chrome ore in the country, there areavailability issues.

• Ferro Alloys falls under the same Tariff chapter as Iron and Steelhence, any measures applied on steel industry getindiscriminately applied to ferro alloys as well.

• High transportation cost due to increase in price of fuels• Inadequate and crumbling infrastructure, over burdened

roadways, railways and ports

Need of the hour is to address the above problems in the followingmanner:• Uniform electr icity tariff need to be made available at

internationally comparable tariff for ferro alloy industry.• It is recommended that the Government increase the customs

duty to 7.5% from existing 5%.• Customs duty on import of raw material be reduced• Government may consider devising mechanism for making funds

available to ferro alloys producers for setting up captive powerplants at a very low or nil interest rate to ease of the burden

• Ferro alloys industry may be allowed a higher rate of depreciationof (30%) for its captive power plant.

• It is recommended that ferro alloys industry be allowed duty-free imports of used power plant equipments and machineriesfor setting up captive power plants.

• For sake of smooth running and cost effectiveness governmentshould consider allocating coal linkage as well as coal mines topower plants of ferro alloy industry as captive mines

• For anthracite coal customs duty be brought down to Nil fromcurrent 5%.

The prospects for the ferro alloy industry is not discouragingconsidering the fact that the global steel demand is pegged to growat a decent rate of 2.9%. Further, as per vision 2020, Indian steelindustry has a plan to almost double the 120 million tons capacitiesprojected in 2012 to 200 million tones in 2020. Also, the prices offerro chrome seem to have reached the lower end of the bell curveand the increase in prices seems imminent. With “Make in India’ focusof the government, there seem to be good times for ferro chromebusiness as well.

Further, the following indications also provide a better forecast forthe future:• Basic custom duty on metallurgical coke is being increased from

Nil to 2.5% vide notification dated 11th July, 2014.• Government has imposed export duty on chrome ore to 30% of

value (from the earlier level of ` 3000 PMT) to restrict exportand ensure availability for domestic production.

• The industry is consolidating its position by enhancing existingcapacity of furnaces and also by installing captive power plants

• India is bullish on developing infrastructure and such projectsshall create good demand for construction steel resulting inincrease of ferro alloys demand.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONALPERFORMANCE

During the year under review, revenue from operations declined by7.74% to ` 60270.18 lacs (previous year ` 65,113.55 lacs). However,EBIDTA fell by 31.56% to ` 4,606.55 lacs (previous year ` 6,730.49lacs) and profit after tax declined by 39.21% to ` 1,906.61 lacs(previous year ` 3,136.29 lacs) on account of lower sales realizationcompounded by decline in production on account of shortfall in chromeore production which was on account of there being no operations inBoula mines due to mining lease matter being sub-judice and Kathpalmines where the operations had been closed temporarily due topending clearances from concerned authorities.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has placed systems and procedures of internal controland checks in operation commensurate with the size and the natureof its business for optimum utilization of available precious resources.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT



59

The mechanism of internal control and checks are reviewed by themanagement, internal and statutory auditors from time to time andsuitable changes/ modifications are implemented so as to ensure thatan effective scheme of checks and balances exists at all times. Themanagement is reasonably satisfied with the existing internal controlsystems. The Audit Committee of Board of Directors also reviews thesematters from time to time in their meetings.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES /INDUSTRIAL RELATIONS FRONT INCLUDING PEOPLEEMPLOYED

The overall industrial relations in the Company were cordial. The

manpower employed is around 901 excluding indirect employment.

CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis Report arebased upon data available with the Company and on certainassumptions having regard to the economic conditions, governmentpolicies, political developments, within and outside the country. Themanagement is not in a position to guarantee the accuracy of theassumptions and the projected performance of the Company in future.It is, therefore, cautioned that the actual results may differ from thoseexpressed or implied herein.

1. COMPANY’S PHILOSOPHYCorporate Governance to FACOR is about Commitment to values, ethical business conduct, nurturing good business ethics and creatingvalue for its stakeholders in line with the principles of fairness, equity, transparency, accountability and dissemination ofinformation.FACOR’s efforts are driven by the fundamental objectives of maximizing value by employing resources in opportunities thatgenerate consistent returns and position it for sustained growth.

FACOR also remains committed to creatinganenvironment conducive to fostering growth, innovation and leadership. We value ouremployees’ association which is best demonstrated in the average service period of 15 years.

2. BOARD OF DIRECTORSFACOR’s commitment to high standards of Corporate Governance is best illustrated in the well balanced and Independent structure ofthe Company’s Board of Directors. The Board of FACOR has a fair representation of Executive, Non-Executive and Independent Directorswhich provides for the required vigilance and security required for enhancement of organizational capabilities. None of the Directors onthe Board of the Company is a member of more than 10 Committees of a Chairman of more than 5 Committees across all Companiesin which they are Directors. The Independent Directors are having varied experience and are considered stalwarts in their respectivefields. The Board is thus, comprised of individuals having experience in different business areas and is in line with the norms set out bythe Listing Agreement.

The composition of the Directors as on 31st March, 2015 was as follows:-

Name of Director Category No of Board Whether No. of Outside OutsideMeetings last AGM Directorship Committeeattended Attended held Position Held

Public Member Chairman

Mr R.K. Saraf, Executive* 4 No 2 - 2Chairman & Managing Director

Mr. Manoj Saraf, Executive* 4 Yes 1 - -Managing Director

Mr.Vineet Saraf, Non-Executive* 3 Yes 3 - -Director [Appointed w.e.f. 26.07.14]

Mr. A.S. Kapre Non-Executive 6 Yes 4 1 3Independent

Mr. Pinaki Misra Non-Executive 1 No 1 - -Independent

Mr. Rohit Saraf, Executive* 5 Yes 2 - -Jt. Managing Director

Mr. Ashish Saraf, Executive* 4 No 4 - -Jt. Managing Director

Mr. Arye Berest Non-Executive 1 No 2 - -[Ceased w.e.f. 21.04.2015] Non-Independent

Mr. S.B. Mishra Non-Executive 2 Yes 1 - 1Independent

Mr. M.B. Thaker Non-Executive 5 No 1 3 -Independent

CORPORATE GOVERNANCE REPORT


59


Name of Director Category No of Board Whether No. of Outside OutsideMeetings last AGM Directorship Committeeattended Attended held Position Held

Public Member Chairman

Mr. Keshaorao Pardhi Non-Executive 5 No 3 - -Independent

Mr. Anurag Saraf Non-Executive* 1 NA 6 - 2[Appointed w.e.f.10.11.14]

Mr. Umesh Kumar Khaitan Non-Executive 0 NA 9 2 3[Appointed w.e.f.13.02.15] Independent

Mrs. Urmila Gupta Non-Executive 1 NA 3 4 -[Appointed w.e.f.13.02.15] Independent

Woman Director

* Represent Promoters.

[Note:- Mr. Vinod Saraf, Mr. M.D. Saraf, Mr. S.Sridhar and Mr. N.L. Ajwalia ceased as to be Directors of the Company w.e.f 25.07.2014,30.07.2014, 29.09.2014 and 24.12.2014 respectively]

BOARD MEETINGS AND PROCEDURES:

The Board of directors forms the apex decision making body for overall control and governance of the company. For the purpose ofbetter governance and effective discharge of its duties and in compliance with statutory requirement, constituted various Committees,namely the Audit Committee, the Nomination & Remuneration Committee, the Stakeholders Relationship & Transfer Committee and theCorporate Social Responsibility Committee.

The Board generally meets once in each quarter. Additional Board Meetings are convened as and when necessitated by giving appropriatenotice.

The agenda is finalized by the Chairman of the Board and the Company Secretary after consultation with the other concerned teammembers of the senior management and is structured in a fashion so as to disseminate all material information to the Board in a detailedmanner to facilitate a focused discussion on the topic.

The matters to be deliberated upon are generally restricted to those covered in the Agenda except for pressing exceptional circumstanceswhich are deemed sensitive and/or were not apprehended to be so at the time finalization.

The Board is apprised of the details concerning the agenda items by way of, notes, covering areas such as Finance, Operationalfunctions, Sales and operations of the Company, opportunities and threats, business strategies before taking on record the quarterlyfinancial results of the Company.

During 2014-2015 the Board met 6 times on 29th May, 2014, 3rd July, 2014, 26th July, 2014, 10th September, 2014 10th November, 2014and 13th February, 2015 to deliberate on various matters.

Independent Directors Meeting

The Independent Directors of the Company met on 13th February, 2015 without the presence of Non- Independent Directors and membersof the Management. At this meeting, the IDs inter alia evaluated the performance of the Non-Independent Directors and the Board ofDirectors, as a whole, evaluated the performance of the Chairman of the Board and discussed aspects relating to the quality, quantityand timeliness of the flow of information between the Company, the Management and the Board.

Code of Conduct:

The Company has adopted the Code of Conduct for Directors, Senior Management Personnel and other Executives of the Company.The Company has received confirmations from the Directors as well as Senior Management Personnel regarding compliance of theCode during the year under review. The Company has received confirmations from the Directoresregarding compliance of the Code forthe year under review. Further, the Codeis posted on the website of the Company www.facorgroup.in

3. COMMITTEES OF THE BOARD

A. Audit Committee:

Composition, Meetings and Attendance:

The Company has an Audit Committee comprising of three Independent Directors. The Committee is headed by Mr. A. S. Kapre. TheCompany Secretary acts as the Secretary of the Committee.The terms of reference of the Audit Committee are as set out in Clause 49of the Listing Agreement with the Stock Exchanges read with Section 177 of the Companies Act, 2013 and the rules made there under.




59

The composition of the Committee as on 31st March, 2015 and the attendance of the members at the meetings held are as follows:-

Name of the Director Category No. of meetings held Whetherduring the tenure attended last

AGM

Held Attended

Mr. A.S. Kapre, Chairman Independent 4 4 Yes

Mr. S.B. Mishra, Member Independent 4 1 Yes

Mr. M.B. Thaker, Member Independent 4 4 No

Four meetings of the Committee were held during the year ended 31st March, 2015 on 29th May, 2014, 26th July, 2014, 10th November,2014 and 13th February, 2015.

With a view to protecting and safeguarding the Shareholders’ interest the Committee comprises solely of Independent Directors, thefinancial results of the Company are minutely scrutinized by the Committee and discussed at length before being recommended to theBoard for its adoption. Internal Audit Report of the Company is also placed before the Committee for its perusal. The committee closelyanalyses the internal control mechanism and wherever necessary directs for suitable changes. Similarly, other matters required to beplaced in conformity the provisions of the Listing Agreement and the Companies Act, 2013 and the rules framed there under are placedat regular intervals to ensure transparency in the conduct of business is maintained.

B. Nomination & Remuneration Committee:

In terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board re-constituted the then Nomination Committeeas “Nomination and Remuneration Committee”.

The composition of the Committee and the attendance details of the members are given below:

Name of Directors Category No. of No. of Meetings Whether lastMeetings held attended AGM attended

Mr. A. S. Kapre, Chairman Independent 4 4 Yes

Mr. S. B. Mishra, Member Independent 4 1 Yes

Mr. M.B. Thaker, Member Independent 4 4 No

Comprising of all the Independent Directors, the Committee oversees the Company’s nomination process for the Directors, Seniormanagement and specifically to identify, screen and review individuals qualified to serve as Directors and at Senior Managementconsistent with criteria approved as the Nomination & Remuneration Policy approved by the Board and to recommend, for approval bythe Board, nominees for election at the AGM of the shareholders.

The Committee also reviews the compensation of the Company’s Wholetime Directors and senior management.

The Committee further coordinates and oversees the annualself-evaluation of the performance of the Board, Committees’and of individualDirectors.

4 meetings of the Committee were held during the year on 29th May, 2014, 26th July, 2014, 10th November, 2014 and 13th February, 2015.

The Executive Directors are paid remuneration in accordance with the provisions of Schedule V to the Companies Act, 2013 and theNon-Executive Directors are paid sitting fee fixed by the Board for attending meetings of the Board and Committees thereof.

Details of remuneration paid to Executive Directors for the year 2014-15 are as under:

Name of Director Total Remuneration including Period of Agreementperquisites and allowances (in `̀̀̀̀)

Mr. R.K. Saraf, 42,42,138 5 years w.e.f 29th June 2010Chairman & Managing Director

Mr. Manoj Saraf, 46,81,766 5 years w.e.f 1st January, 2011Managing Director

Mr. Vinod Saraf, 32,48,486 5 years w.e.f 1st February, 2013Joint Managing Director [Up to 24.07.2014]

Mr. Ashish Saraf, 47,39,414 5 years w.e.f 1st August, 2014Joint Managing Director

Mr. Rohit Saraf, 47,39,414 5 years w.ef 1st August, 2014Joint Managing Director

Total 2,16,51,218



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Further, other than the payment of remuneration as per the terms of their respective engagements, which have been approved by themembers of the Company from time to time, no significant material transactions have been made to the Non-Executive Directors vis-à-vis your Company.

During the year 2014-15, they were paid sitting fee/remuneration as under:

Name of Director Sitting Fee Paid No. of Equity Shares(In `̀̀̀̀) of `̀̀̀̀ 1/- each held

Mr. A.S. Kapre 1,05,000* 25,000

Mr. M.B. Thaker 1,00,000* 5,294

Mr. N.L. Ajwalia 50,000 —

Mr. S.B. Mishra 30,000* —

Mr. M.D. Saraf 10,000 1,90,120

Mr. Arye Berest 10,000 —

Mr. PinakiMisra 10,000 —

Mr. S. Sridhar 10,000 —

Mr. Keshaorao Pardhi 50,000 100

Mr. Vineet Saraf 30,000 5,14,118

Mr. Anurag Saraf 10,000 48,21,854

Mrs. Urmila Gupta 10,000 -

Total 4,25,000

* Includes sitting fee paid for attending Committee Meetings.Note : (i) There are no stock options and severance fees.

(ii) No Notice Period is specified for Director’s Resignation / Termination.

C. STAKEHOLDERS RELATIONSHIP & SHARE TRANSFER COMMITTEE:

In terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board re-named the then “Investors’ GrievanceCommittee” as the “Stakeholders’ Relationship Committee”.

The composition of the Committee is as under:-

Name of Director Position No. of Meetings held No. of meetings attended

Mr. A.S. Kapre Chairman 1 1

Mr. R.K. Saraf Member 1 1

Mr. M.B. Thaker Member 1 1

Mr. Rohit Saraf Member 1 1

Mr. Manoj Saraf Member 1 0

The Stakeholders Relationship & Share Transfer Committee is headed by Mr. A. S. Kapre, an Independent Director. The Committeeendeavors and ensures that the complaints received are settled within a reasonable time period to the satisfaction of the aggrievedinvestor/ shareholder.

The Committee reviews and resolves the grievances of the security holders of the Company, including complaints relating to transferand transmission of securities, non-receipt of dividends, and such other grievances as may be raised by the security holders from timeto time.

One meeting of the Committee was held during the year on 13th February, 2015. Status of Investors’ complaints received and resolvedduring the year 2014-15 is as under:-

Investors complaints Resolved Not solved to the No. of pendingreceived satisfaction of Shareholders complaints

09 09 Nil Nil

D. CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

In terms of Section 135 of the Companies Act, 2013, the Board has constituted a Corporate Social Responsibility (CSR) Committee tomonitor the Corporate Social Responsibility Policy of the Company and the activities included in the policy. The CSR policy of theCompany can be accessed at www.facorgroup.in




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The composition of the Committee is as under:-

Name of Director Position No. of Meetings held No. of meetings attended

Mr. M. B. Thaker Chairman 1 1

Mr. R.K. Saraf Member 1

Mr. Manoj Saraf Member 0

Policy for Determining Material Subsidiaries

In terms of Clause 49(V) of the Listing Agreement the Company has formulated a Policy for Determining Material Subsidiaries and thesame is available on the Company’s website. The Policy can be accessed at: http://www.facorgroup.in

Vigil Mechanism

The Board has approved the Vigil Mechanism that provides a formal mechanism for all Directors, employees and vendors of the Companyto approach the Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behaviour,actual or suspected fraud or violation of the Company’s Code of Conduct.

Under the Policy, every Director, employee or vendor of the Company has an assured access to the Chairman of the Audit Committee.Details of the Vigil Mechanism are given in the Directors’ Report. Further, the details of vigil mechanism can be accessed atwww.facorgroup.in

4. GENERAL BODY MEETINGS

The Annual General Meeting of the Company in the last three years has been held as under:-

AGM Held Venue Day, date & time Whether Resolution passed inthe last AGM

Special Through PostalResolution Ballot

56th AGM D.P. Nagar, RANDIA – 756135, Monday, 17th September, 2012 Yes NoDist. Bhadrak (Odissa)

57th AGM -DO- Monday,12th August, 2013 Yes No

58th AGM -DO- Wednesday, 10th September, 2014 Yes No

Resolutions passed through postal ballot:

During the year the particulars of the resolutions passed through postal ballot and their voting results were, as under:

Resolution no.1 - Seeking consent of the members of the Company by way of Special Resolution under Section 185, 186 and188 and other applicable provisions, if any of the Companies Act, 2013 for making investments, giving Loans and providingsecurity/guarantee as per resolution proposed at item no.1 of Postal Ballot notice dated 28th November, 2014

S. Particulars No. of No. of % of totalNo. ballot forms shares valid votes

(a) Total postal ballot forms Physical voting 119 11,60,67,303 NA

received E voting 11 21,180 NA

(b) Invalid postal ballot forms received Physical ballots Due to being interested 53 11,59,56,826 NA

Due to technical reasons 3 4,386 NA

E voting 0 0 NA

(c) Total valid postal ballot forms Physical voting 63 106,091

E voting 11 21,180

TOTAL 74 127,271 100.00

(d) Postal forms with assent Physical voting 63 106,091

for resolution E voting 11 21,180

TOTAL 74 127,271 100.00

(e) Postal ballot forms with Physical voting 0 0

dissent for resolution E voting 0 0

TOTAL 0 0 0



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Resolution no. 2 - Seeking consent of the members of the Company by way of Special Resolution under Section 188 and otherapplicable provisions, if any of the Companies Act, 2013 for entering into an amendment to the Power Purchase Agreementbetween the Company and Facor Power Limited, as per resolution proposed at item no.2 of Postal Ballot notice dated 28th

November, 2014.


(a) Total postal ballot forms Physical voting 119 11,60,67,303 NA

received E voting 11 21,180 NA



E voting 0 0 NA


E voting 11 21,180

TOTAL 74 127,271 100.00

(d) Postal forms with assent Physical voting 63 106,091

for resolution E voting 11 21,180

TOTAL 74 127,271 100.00



TOTAL 0 0 0

Resolution no. 3 - Seeking consent of the members of the Company by way of Special Resolution under Section 188 and otherapplicable provisions, if any of the Companies Act, 2013 for the Company entering to a lease agreement with GDP InfrastructurePrivate Limited as per resolution proposed at item no.3 of Postal Ballot notice dated 28th November, 2014.


(a) Total postal ballot forms received Physical voting 119 11,60,67,303 NA

E voting 11 21,180 NA



E voting 0 0 NA


E voting 11 21,180

TOTAL 74 127,271 100.00

(d) Postal forms with assent for Physical voting 63 106,091

resolution E voting 11 21,180

TOTAL 74 127,271 100.00



TOTAL 0 0 0

During the conduct of the Postal Ballot, the Company had in terms of Clause 35B of the Listing Agreement provided e-voting facility toits shareholders to cast their votes electronically through the NSDL e-voting platform. Postal ballot forms and business reply envelopeswere sent to shareholders to enable them to cast their vote in writing on the postal ballot. The Company also published a notice in thenewspaper declaring the details of completion of dispatch and other requirements as mandated under the Companies Act, 2013 andapplicable Rules.

The Company had appointed Ashish Saxena & Co, Company Secretary Firm, as the Scrutinizer for conducting the Postal Ballot processin a fair and transparent manner. The scrutinizer submitted his report to the Chairman, after completion of the scrutiny and the results ofvoting by posting ballot were then announced by the Chairman/ Authorised offices. The voting results were sent to the Stock Exchanges




59

and displayed on the Company’s website. The date of declaration of the results by the Company is deemed to be the date of passing ofthe resolutions. The procedure for postal ballot required to be conducted, if any, would be in accordance with the Act and the rulesframed in this regard.

5. DISCLOSURES

a) Related Party Transaction:

All transactions entered into with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreementduring the year were on an arm’s length price basis and in the ordinary course of business and with requisite approvals as required. TheBoard of Directors have approved and adopted a policy on Related Party Transactions and the same has been uploaded on the websiteof the Company and can be accessed at: www.facorgroup.in

During the Financial Year 2014-15, the Company did not have any material pecuniary relationship or transactions with Non-executiveDirectors.

Further, in the preparation of financial statements, the Company has followed the Accounting Standards. The significant accountingpolicies which are applied have been set out in the Notes to Financial Statements. The Board has received disclosures from KeyManagerial Personnel relating to material, financial and commercial transactions where they and/or their relatives have personal interest.There are no materially significant related party transactions which have potential conflict with the interest of the Company at large.

b) Compliance by the Company:

The Company has complied with the requirement of the Stock Exchange, SEBI and other statutory authorities on all matters in the lastthree years. There were no instances of non-compliance and no penalties or strictures have been imposed on the Company by the StockExchange or SEBI or by any statutory authorities on any matter related to capital markets or related thereto during the last three years.Further, the Company has complied with the mandatory requirements under the Listing Agreement and/or under the Companies Act,2013 and the rules framed thereunder.

c) Code of Conduct:

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015, as amended (theRegulations), the Board of Directors of the Company adopted the revised Facor Code of Conduct for Prevention of Insider Trading andthe Code of Conduct (the Code) to be followed by Directors, Officers and other Employees.

The Code is based on the principle that Directors, Officers and Employees of a Facor owe a fiduciary duty to, among others, theshareholders of the Company to place the interest of the shareholders above their own and conduct their personal securities transactionsin a manner that does not create any conflict of interest. The Code also seeks to ensure timely and adequate disclosure of PriceSensitive Information to the investor community by the Company to enable them to take informed investment decisions with regard to theCompany’s securities.

The code is applicable to all Directors and such designated employees who are expected to have access to unpublished price sensitiveinformation relating to the Company as defined in the Code. Compliance required under the Code in respect to various intimations anddisclosures to be made both, internally and with stipulated authorities are strictly adhered to at all times. Mr. Ritesh Chaudhry, CompanySecretary, has been appointed as the Compliance Officer for monitoring adherence to the Regulations.

d) Whistle Blower Policy:

The Company has adopted the Whistle Blower Policy. However, no instances of fraud or other irregularities have been observed whichneed to be reported to the Board/Audit Committee.

e) The Company has complied with all the mandatory recommendation under Clause 49 of the Listing Agreement. The Company has notadopted the non-mandatory provisions of the said clause.

f) Disclosure of information as per SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 2011:

List of persons, who constitute the Group as defined under MRTP Act, 1969 is as under:

I Promoters:

1. Mrs. Mohinidevi Saraf 4. Mr. R.K. Saraf

2. Mrs. Bimladevi Saraf 5. Mr. Murlidhar Saraf

3. Mr. Narayandas Saraf

II Relatives of above Five Promoters as defined under Companies Act, 2013



59


III Group/Associate Entities:1 Facor Alloys Limited 30 Globalscale Investments Ltd.2 Facor Steels Limited 31 Tusta Trading Company Inc.3 RaiBahadurShreeram& Co. Pvt. Ltd. 32 UMT International Ltd.4 ShreeramDurgaprasad Ores Pvt. Ltd. 33 Cornell Corporation SA5 Saraf Bandhu Pvt. Ltd. 34 Facor Employees Welfare Trust6 Facor Power Ltd. 35 FAL Employees Welfare Trust7 Facor Realty & Infrastructure Ltd. 36 Best Minerals Ltd.8 GDP Infrastructure Pvt. Ltd. 37 Arka Resources Pvt. Ltd..9 Vidharba Iron & Steel Corpn. Ltd. 38 YMR Enterprise Pvt. Ltd.10 Shreeram Shipping Services Pvt. Ltd. 39 V & G Commercial Pvt. Ltd.11 Suchitra Investment & Leasing Ltd. 40 ARK Mercantile Pvt. Ltd.12 Dass Paper Private Ltd. 41 Vanita Enterprises Pvt Ltd.13 Premier Commercial Corpn. 42 NDS Minerals Pvt Ltd.14 Geedee Sales Services 43 Raghavendra Sarkar Ventures Pvt. Ltd.15 Godavaridevi Saraf & Sons 44 Mezeron Enterprises Pvt. Ltd.16 Facor Energy India Ltd. 45 Vakrangee Press Limited17 Facor Electric Limited 46 GDP Holdings Private Limited18 Facor Solar Limited 47 Pioneer Facor IT Infradevelopers Pvt. Limited.19 FAL Power Ventures Pvt. Ltd. 48 CatiMadencilikIthalatVeIhracatAnonimSirketi.20 Facor Minerals Pte Ltd. 49 Asim Minerals Pvt. Ltd.21 Deepee Sales Corporation 50 AoneTechnet Private Limited22 Facor Energy Limited,Guernsey 51 Bankey Bihari Footwears Private Limited23 Facor Minerals (Netherlands) B.V 52 BitalInfosystem Private Limited24 Facor Turkkrom Mining Netherlands B.V. 53 SRX Global Private Limited25 Investar Ltd. 54 DP Infrastructure Holdings Private Limited26 Supervision Ltd. 55 Divyajyoti Builders Private Limited27 Precisetec Ltd. 56 Embark Infosystems Private Limited28 Teracota Consultancy Services Ltd. 57 Trusta Resources SL29 Imagetec Ltd. 58 Boula Platinum Mining Private Limited

59 Vineet Infin Pvt. Ltd.6. MEANS OF COMMUNICATIONS

• The financial results, important announcements, declarations are communicated to each Shareholders by means of advertisementsin Financial Express and Samvaad.The Company also posts the vital information such as financial results, shareholding pattern, important information, declarationsetc. on its website at www.facorgroup.in which are updated at regular intervals.

• The official news releases, as and when required, are being released to the Stock Exchange. Further, the same are posted at thewebsite of the Company from time to time.

7. GENERAL SHAREHOLDERS INFORMATIONAGM, Date, Time & Venue21st September-, 2015 at 12 noon -at D.P. Nagar, Randia – 756135, Bhadrak (Odisha)Particulars of Directors proposed to be appointed / re-appointed in the forthcoming Annual General Meeting as requiredunder Clause 49 IV (G) (i) of the Listing Agreement:

Name of Date of Date of Experience in Qualifications List of Other Public Chairman / Member of the No. ofDirector Birth Appointment specific functional Limited Companies committee of Board of shares

areas in which other Public Limited heldDirectorship held Companies on which heas on 31-3-2015 was a Director as

on 31-3-2015Mr. Vineet 12.11.1958 26.07.2014 Commercial B.Com 1. Facor Power Ltd. Nil 514118Saraf operations & 2. Facor Energy

Administration India Ltd.3. Facor Realty and

Infrastructure Ltd.Mr. R.K. 02.06.1944 29.06.1968 Business Administration Including BSc. 1. Facor Alloys Ltd Chairman, Audit 2210327Saraf Factory Administration, Mining, 2. Vakrangee Committee, Stakeholders

Export trade, Shipping, Press Ltd. Relationship and ShareSales, Labour Welfare & Transfer of Facor AlloysManagement Banking Ltd




59

Name of Date of Date of Experience in Qualifications List of Other Public Chairman / Member of the No. ofDirector Birth Appointment specific functional Limited Companies committee of Board of shares

areas in which other Public Limited heldDirectorship held Companies on which heas on 31-3-2015 was a Director as

on 31-3-2015Mr. Manoj 10.12.1953 01.01.1986 A qualifled B.E. in Matallurgy, B.E. Vidarbha Iron & Nil 940493Saraf he has been with the group Steel Corporation Ltd.

for over 30 years and hasexpertise in the field inProduction, Mining Export andrelated functions.

Mr. Anurag 17.05.1971 10.11.2014 Experience in B.E. 1. Vidarbha Iron & Members of Audit 4821854Saraf Commercial Electronics Steel Corp. Ltd. Committee & Stakeholders

operations & 2. Facor Alloys Ltd. Relationship CommitteeAdministration of 3. Facor Steels Ltd. of Facor Steels Ltd.over 20 years 4. Facor Power Ltd.

5. Facor Solar Ltd.6. Facor Realty And

Infrastructure Ltd.Mr. Umesh 20.12.1948 13.02.2015 Managing Partner B.A.(Hons.) 1. Kuantum Papers Chairman of Audit NilKumar of Khaitan Sud Ltd. Committee, Nomination andKhaitan & Partners, one 2. The Ayer Manis Remuneration Committee &

of the leading law Rubber Estate Ltd. Stakeholders Relationshipfirms in India. He 3. Nehru Place Committee of Orienthas four decades Hotels Ltd. Abrasives Ltd. andof legal experience 4. Orient Abrasives Members of Shareholders/dealing with all Ltd. Investors Grievanceaspects of Law 5. Sutlej Textiles and Committee, Financebut his forte lies Industries Ltd. Committee of Kuantumin corporate law. 6. Combine Accurate Papers Ltd.

Financial ServicesIndia Ltd

7. Combine OverseasLtd.

8. GhaziabadInvestment Ltd

9. Cremica FoodIndustries Ltd.

Mrs. 12.01.1944 13.02.2015 Retired IAS M.A. in 1. B.A.G.Films & Members of Audit NilUrmila Officer Rich English Media Ltd Committee, StakeholdersGupta experience to her Literature 2. Facor Alloys Ltd. Relationship Committee,

credit as a senior Nomination andgovernment officer Remuneration Committeein the area of and Risk Managementmanagement, Committee of B.A.G. Filmsadministration, and Media Ltd.Policy etc.

Financial Year ending 31st March, 2015

Date of Book Closure 19th September, 2015 to 21st September, 2015 (Both days inclusive)

Dividend Payment Date Not applicable

CIN NO. L45201OR1955PLC008400



59


Listing Details:

Name of Stock Exchange Stock Code ISIN No.

Bombay Stock Exchange Limited 500141 INE912A01026

Market Price Data:

Month Bombay Stock Exchange BSE Sensex

(`̀̀̀̀)

High Low High Low

April, 2014 5.80 4.86 22939.31 22197.51

May, 2014 10.79 5.24 25375.63 22277.04

June, 2014 10.68 7.81 25725.12 24270.20

July, 2014 9.59 7.55 26300.17 24892.00

August, 2014 8.18 6.10 26674.38 25232.82

September, 2014 10.10 6.30 27354.99 26220.51

October, 2014 8.78 7.02 27894.32 25910.77

November, 2014 8.59 7.00 28822.37 27739.56

December, 2014 7.50 5.85 28809.64 26469.42

January, 2015 8.00 5.60 29844.16 26776.12

February, 2015 6.10 4.82 29560.32 28044.49

March, 2015 5.65 3.80 30024.74 27248.45

Registrar & Transfer Agents (RTA) : Beetal Financial & Computer Services (P) Ltd. Beetal House, 3rd Floor, 99,Madangir, Behind LSC, New Delhi-110 062

Share Transfer System : Transfer of shares in physical form are normally processed within a period of 10days from the date of lodgment with the approval of the Share Transfer Committeeof the Board of Directors subject to the documents being valid and complete inall respects.

Distribution of Shareholding as on 31st March:

No. of equity 2014 – 2015 2013 – 2014

shares held No. of No. of % of issued No. of No. of % of issuedshareholders shares held equity share shareholders shares held equity share

capital capital

Up to 500 39028 3620887 1.95 40431 3866763 2.09

501 to 1000 3075 2741899 1.48 3311 2947532 1.59

1001 to 2000 1560 2566458 1.39 1687 2778080 1.50

2001 to 3000 644 1689400 0.91 651 1712210 0.92

3001 to 4000 302 1125317 0.61 328 1225321 0.66

4001 to 5000 416 2010688 1.09 416 2013895 1.09

5001 to 1000 480 3626058 1.96 493 3748685 2.02

10001 to above 543 167887534 90.61 534 166975755 90.13

Total 46048 185268241 100.00 47851 185268241 100.00




59

Dematerialization of shares and liquidity as on 31st March:

No. of equity 2014 – 2015 2013 – 2014

shares held No. of No. of No. of No. ofshareholders shares held shareholders shares held

Physical Mode 21461 726898 Physical Mode 21616 733421 Physical Mode

Electronic Mode 24587 184541343 Electronic Mode 26235 184534820 Electronic Mode

Total 46048 185268241 Total: 47851 185268241 Total:

Shareholding pattern as on 31st March:

Category 2014– 2015 2013– 2014

No. of Percentage of No. of Percentage ofshares held Shares held shares held Shares held

Promoters, their relatives, associates 138928036 74.99 138928036 74.99etc. and persons acting in concert.

Financial Institutions/Banks 14748 0.01 4848 0.00

State Government Company/ 38066 0.02 38066 0.02State Financial Corporation

Mutual Funds/ UTI 7839 0.00 7839 0.00

Insurance Companies 8220 0.00 8220 0.00

Bodies Corporate 11951620 6.45 11126714 6.01

Others 34319712 18.53 35154518 18.98

Total 185268241 100.00 185268241 100.00

Plant Locations:Charge Chrome Plant Mining ComplexD.P. Nagar, P.O. – Randia – 756 135 Laxmi Bhawan, Kuans, Bhadrak – 756 100Dist. Bhadrak (Odisha) Dist. Bhadrak (Odisha)Tel.No. : +91-6784-240320 Tel.No. : +91-6784-250311/250598/251312Fax.No.: +91-6784-240626 Fax No.: +91-6784-251782E-mail : [email protected]; [email protected] E-mail : [email protected]

Address for Correspondence:For matters relating to Company’s Shares For other mattersBeetal Financial & Computer Services (P) Ltd. Corporate Office:Beetal House, 3rd Floor, Ferro Alloys Corporation Ltd.99, Madangir, LSC, FACOR HOUSE, Plot No. A-45 to A-50New Delhi – 110 062 Ground Floor, Sector 16, NOIDA – 201 301Tel No.: +91-11-29961281-33 Tel.No. : +91-120- 4171000Fax No.:+91-11-29961284 Fax No.: +91-120-4256700E-mail : [email protected] E-mail : [email protected]

Registered Office:D.P. Nagar, Randia-756 135, Dist. Bhadrak (Odisha)Tel.No.: +91-6784-240320 / 272Fax.No.: +91-6784-240626E-mail: [email protected]; [email protected]

Useful Information for Shareholdersa) Unclaimed shares:

Pursuant to a Scheme of Arrangement Ferro Alloys Corporation Ltd. (FACOR) was trifurcated into three separate companies viz.,Ferro Alloys Corporation Ltd. (FACOR), Facor Alloys Ltd. (FAL) & Facor Steels Ltd. (FSL), in 2004. As part of the said Scheme ofArrangement, new equity shares of ` 1/- each fully paid up of all the above referred three companies in lieu of the old shares of ` 10/- each of FACOR were issued and mailed to the shareholders of the Company at their then registered addresses under cover ofRegistered Letter dated 31st August, 2004. Certain covers containing the share certificates have returned as undelivered to thecompany due to change in the postal address of the shareholders. Further, it is also observed that subsequent communicationsfrom the Company to such shareholders such as Annual Report, Postal Ballot, Dividend Warrants etc. have also returned asundelivered.



59


Reference of the shareholders is invited to clause 5AII in the Listing Agreement which provides that company shall transfer allthese unclaimed shares into one Folio in the name of “Unclaimed Suspense Account” and these shares can be dematerialized andkept with one of the Depository Participants and all corporate benefits in terms of securities accruing on such shares viz. Bonusshares, Split etc. shall also be credited to such Unclaimed Suspense Account.

The Company, therefore, requests the shareholders holding shares in physical form to take stock of their shareholding in theCompany and in case not in possession of share certificates of the aforesaid companies, may, quoting reference of their folio no.,current postal address (with pin code) and e-mail address, if any, please write to the Registrar & Share Transfer Agent of theCompany at the address mentioned hereinabove for receiving custody of share certificates. In the above connection, the Companyhad already reminded shareholders of the Company of the above in the previous year’s Annual Report and once again by way ofreminder requests shareholders to review the above intimation and take necessary action in the matter as advised failing which theCompany shall, in compliance the provisions referred above, take necessary action at its end in due course.

b) Registration of Email Addresses:

The Company strongly advocates for the ‘Green Initiative in Corporate Governance’ of the Ministry of Corporate Affairs, wherebyCompanies are permitted to send Notices / documents including Annual Report comprising Balance Sheet, Profit & Loss Account,Directors Report, Auditors Report etc. in electronic mode (hereinafter ‘documents’), provided the Company has obtained emailaddresses of its members for sending these documents through email by giving an advance opportunity to every shareholder toregister their email address and changes therein from time to time with the Company.

Accordingly, Members are requested to support this green initiative by registering/ updating their email addresses to:

a) The Registrars and Share Transfer Agents, M/s. Beetal Financial & Computer Services (P) Ltd., New Delhi-110 062 in respectof shares in physical & form; and

b) Their Depository Participants in respect of shares in electronic form so that upon registration of the email address, the Companycould send notices and other documents, in electronic form, to such shareholders.

DECLARATIONAs provided in clause 49 of the Listing Agreement with the Stock Exchange, it is hereby declared that all the Board Members and SeniorManagement personnel of the Company have affirmed the Compliance with the Code of Conduct for the year ended 31st March, 2015.

Place : Noida R.K. SarafDate : 8th August, 2015 Chairman & Managing Director

AUDITORS’ CERTIFICATETo the Members ofFerro Alloys Corporation LimitedWe have examined the compliance of conditions of Corporate Governance by Ferro Alloys Corporation Limited, for the year ended on 31stMarch, 2015, as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchange.The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been in the mannerdescribed in the Guidance Note on Certificate of Corporate Governance issued by the Institute of Chartered Accountants of India and hasbeen limited to a review of the procedures and implementation thereof adopted by the Company for ensuring compliance with the conditionsof Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of theCompany.We have conducted our review on the basis of the relevant records and documents maintained by the Company and furnished to us for thereview, and the information and explanations given to us for the review by the Company.Based on such a review, we certify that the Company has complied, in all material respects, with the conditions of Corporate Governance, asstipulated in Clause 49 of the Listing Agreements.On the basis of the records maintained by the Company and furnished to us and the information and explanations given to us by theCompany, we state that there were no investor grievances pending against the Company for a period exceeding one month.We further state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectivenesswith which the management has conducted the affairs of the Company.

For Salve & Co.Chartered Accountants,

(Firm’s Regn. No. 109003W)

K. P. SahasrabudhePlace :Noida, UP PartnerDate :8th August, 2015 Membership No.7021




59

TO THE MEMBERS OF FERRO ALLOYS CORPORATION LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Ferro Alloys Corporation Limited (“the Company”), which comprisethe Balance Sheet as at 31st March, 2015 the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summaryof the significant accounting policiesand other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respectto the preparation of these standalone financialstatements that give a true and fair view of the financial position, financial performance andcash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimatesthat are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account theprovisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. Theprocedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to theCompany’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion on the standalonefinancial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statementsgive the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of the Company as at 31st March, 2015 and its profit and its cash flows for the year endedon that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms ofSection 143 (11) of the Act, we give in the Annexure, a statement on the matters specified in the paragraph 3 and 4 of the Order, to theextent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessaryfor the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examinationof those books.

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement withthe books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 ofthe Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

INDEPENDENT AUDITORS’ REPORT


59


INDEPENDENT AUDITORS’ REPORT

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board ofDirectors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2)of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule11 the Companies (Audit andAuditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the informations and explanationsgiven to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements;

ii. the Company did not have any long-term contracts including the derivative contracts for which there were any material foreseeablelosses;

iii. there has been no delay in transferring amounts, required to be transferred, to the investor education and protection fund bythe Company during the year ended March 31, 2015.

For SALVE & CO.Chartered Accountants,

(Firm’s Registration No. 109003W)

C. A. S. D. ParanjpePlace : Noida, UP PartnerDate : 30th May, 2015. (Membership No. 41472)

The Annexure referred to in our report to the members of Ferro Alloys Corporation Limited (‘the Company’), for the year ended 31st

March, 2015.

We report that :

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) All the fixed assets have been physically verified by the Management at reasonable intervals and no material discrepancieswerenoticed on such verification.

ii) a) Physical verification of inventory has been conducted at reasonable intervals by the Management.

b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate inrelationto the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed by the Management onphysicalverification.

iii) The Company has not granted unsecured loans to parties covered in the Register maintained under Section 189 of the Companies Act,2013 (‘the Act’).

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensuratewith the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods andservices and during the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controlsystem.

v) The Company has not accepted any deposits from the public.

vi) Wehave broadly reviewed the cost records maintained by the Company pursuant to the Rules speciefied by the Central Governmentunder sub-section 1 of Section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records havebeen maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they areaccurate or complete.

vii) (a) According to the information and explanations given to us, the Company is regular in depositing the undisputed statutory duesincluding provident fund,employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise,value added tax, cess and any other statutory dues with the appropriate authorities.

(b) The dues in respect of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added taxor cess not deposited on account of any dispute amounts to ` 6241.98 lacs and the same are pending before appropriate authoritiesas under:-



59ANNEXURE TO AUDITORS’ REPORT

Nature of dues `̀̀̀̀ /Lacs FORUM WHERE THE DISPUTE IS PENDING PERIODCUSTOMS DUTY 10.16 Dy. Commissioner of Customs, Paradip 1990-91 & 2000-01

1.13 Customs Excise & Service Tax Appellate Tribunal, Kolkata 1999-2000 & 2000-01137.84 Asst. Commissioner, Central Excise, Customs & Service Tax, Balasore 1981-82, 1982-83, 1985-86, 1988-89, 1989-90, 1990-91, 1996-97,

1997-98, 1999-00, 2000-01 & 2001-0281.94 Commissioner of Central Excise, Customs and Service Tax, Bhubaneswar 1997-98 to 2001-0264.96 Commissioner of Customs (Appeals), Kolkata 1983-8461.18 Hon'ble High Court, Odisha 1995-96, 1997-988.15 Jt. Secretary (Review) MOF, GOI, CBEC, Delhi 1994-95

EXCISE DUTY 2.20 Asst. Commissioner, Central Excise, Customs & Service Tax, Balasore 1981 22.88 Central Excise & Service Tax Appellate Tribunal, 2001-02 & 2002-03

West Zone Bench, Mumbai1190.47 Customs Excise and Service Tax Appellate Tribunal, Kolkata 2007-08 & 2008-09

79.38 Commissioner (Appeal) Central Excise, Customs & Service Tax, Bhubaneswar 2005-06, 2007-08, 2008-09 & 2009-1046.02 Jt. Commissioner, Central Excise, Customs & Service Tax, Bhubaneswar-1 2011-12, 2012-13 & 2013-14

1911.43 Commissioner, Central Excise, Customs & Service Tax, Bhubaneswar-II 2009-10, 2010-11, 2011-12 & 2012-13SALES TAX 25.08 Additional Commissioner, Sales Tax, Balasore 1980-81, 1981-82, 2005-06 & 2006-07

10.69 Sales Tax Tribunal, Cuttack 2000-01 & 2003-041191.61 Additional Commissioner of Sales Tax, Cuttack 1988-89, 1999-00, 2001-02, 2005-06, 2006-07, 2007-08,

2008-09, 2009-10, 2010-11 & 2011-12832.78 Commssionr of Sales Tax, Central Zone, Cuttack 2007-08

0.45 Asst. Commissioner, Commercial Taxes, Balasore 1999-2000ROYALTY 24.48 Dy. Director Mines, J.K. Road (Odisha) 2002-03, 2003-04, 2008-09 & 2009-10

38.82 Hon'ble High Court, Odisha 2009-10 & 2010-11ENTRY TAX 231.83 Additional Commissioner of Sales Tax, Central Zone, Cuttack 2007-08INTEREST 251.86 Hon'ble High Court, Odisha 2007-08DEMAND 16.64 Dy. Director Mines, J.K. Road (Odisha) 2008-09 & 2009-10GRAND TOTAL 6,241.98

(c) The amount required to be transferred to investor education and protection fund has been transferred within the stipulated time inaccordance with the provisions of the Companies Act, 1956 and the rules made thereunder.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financialyear and in the immediately preceding financial year.

(ix) The Company has not defaulted in repayment of dues to financial institution or bank or debenture-holders.

(x) The Company has not given any guarantee for loans taken by others from bank or financial institution, the terms and conditions whereofare prejudicial to the interest of the Company.

(xi) The term loans raised by the Company have been applied for the purpose for which the loans were obtained.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported duringthe year.





59


STANDALONE ACCOUNTS

(`̀̀̀̀ in lacs)

Particulars Note As at As atNos. 31st March, 2015 31st March, 2014

----------------------- ---------------------------------------------------------------------- --------------------------------------------------------------------EQUITY AND LIABILITIES

Shareholders’ FundsShare Capital ................................................................. 2 1,852.68 1,852.68Reserves and Surplus ................................................... 3 24,006.23 22,099.62

------------------------------------------ ------------------------------------------25,858.91 23,952.30

Non-Current LiabilitiesLong-Term Borrowings .................................................. 4 3,194.89 3,190.22Deferred Tax Liabilities (Net) ......................................... 5 216.36 145.77Other Long-Term Liabilities ........................................... 6 218.65 218.65Long-Term Provisions .................................................... 7 1,544.46 1,504.57

------------------------------------------ ------------------------------------------5,174.36 5,059.21

Current LiabilitiesShort-Term Borrowings ................................................. 8 4,929.81 6,172.73Trade Payables ............................................................... 9 5,198.05 6,124.01Other Current Liabilities ................................................ 10 6,459.52 6,161.11Short-Term Provisions ................................................... 11 531.67 192.51

------------------------------------------ ------------------------------------------17,119.05 18,650.36

------------------------------------------ ------------------------------------------TOTAL 48,152.32 47,661.87

================================ ================================ASSETS

Non-Current AssetsFixed AssetsTangible Assets .............................................................. 12 8,716.31 8,683.95Intangible Assets ........................................................... 12 - 15.65Capital Work-in-Progress .............................................. 12 1,480.43 1,023.04

------------------------------------------ ------------------------------------------10,196.74 9,722.64

Non-Current Investments .............................................. 13 21,917.02 18,733.60Long-Term Loans and Advances .................................. 14 1,223.32 1,698.48

------------------------------------------ ------------------------------------------33,337.08 30,154.72

Current AssetsInventories ...................................................................... 15 8,677.00 8,103.00Trade Receivables ......................................................... 16 1,535.51 4,042.97Cash and Cash Equivalents .......................................... 17 158.25 97.01Short-Term Loans and Advances ................................. 18 4,358.94 5,150.42Other Current Assets ..................................................... 19 85.54 113.75

------------------------------------------ ------------------------------------------14,815.24 17,507.15

------------------------------------------ ------------------------------------------TOTAL 48,152.32 47,661.87

================================ ================================Significant Accounting Policies ............................................. 1Notes on Financial Statements ............................................. 2 to 42

As per our report of even date attached, For and on behalf of the Board,

For SALVE & CO. O.P. BANKA MANOJ SARAFChartered Accountants Director (Finance) Managing Director(Regn.No.109003W) & CFO

C.A. S.D.PARANJPE RITESH CHAUDHRY ROHIT SARAFPartner General Manager (Legal) Joint Managing DirectorMembership No. 41472 & Company Secretary

Noida, UP : 30th May, 2015 Noida, UP : 30th May, 2015

BALANCE SHEET AS AT 31ST MARCH, 2015



59

STANDALONE ACCOUNTS

(`̀̀̀̀ in lacs)

Particulars Note Year Ended Year EndedNos. 31st March, 2015 31st March, 2014

----------------------- ---------------------------------------------------------------------- --------------------------------------------------------------------INCOME

Revenue from Operations ..................................................... 20 60,270.18 65,113.55

Other Income ......................................................................... 21 346.33 166.01------------------------------------------ ------------------------------------------

Total Revenue 60,616.51 65,279.56

EXPENSES :

Cost of Materials Consumed ................................................. 22 23,602.06 24,727.96

Changes in Inventories of Finished Goods and ................... 23 (1,240.03) (644.14)Stock-in-Process ....................................................................

Employee Benefits Expense ................................................. 24 4,340.71 4,307.53

Finance Costs ........................................................................ 25 1,654.81 1,507.32

Depreciation and Amortisation Expense .............................. 26 495.63 926.60

Other Expenses ..................................................................... 27 29,307.22 30,157.72------------------------------------------ ------------------------------------------

Total Expenses ................................................................... 58,160.40 60,982.99------------------------------------------ ------------------------------------------

Profit/(Loss) Before Tax ......................................................... 2,456.11 4,296.57

Tax Expenses

Current Tax ............................................................................. 580.84 1,260.90

Tax for Earlier Years ............................................................... (101.93) (35.86)

Deferred tax ............................................................................ 70.59 (64.76)------------------------------------------ ------------------------------------------

549.50 1,160.28------------------------------------------ ------------------------------------------

Profit/(Loss) for the year ................................................... 1,906.61 3,136.29------------------------------------------ ------------------------------------------

Earning per equity share of face value of `̀̀̀̀ 1/- each

Basic and Diluted (in `) .......................................................... 28 1.03 1.69

Significant Accounting Policies ............................................. 1

Notes on Financial Statements ............................................. 2 to 42





STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015


59


STANDALONE ACCOUNTS

(`̀̀̀̀ in lacs)

2014-15 2013-14---------------------------------------------------------------------- --------------------------------------------------------------------

(A) CASH FLOW FROM OPERATING ACTIVITIESNet Profit before tax ............................................................................. 2,456.11 4,296.57Adjustment for:

Depreciation .................................................................................... 552.41 978.77Exchange difference on translation (Net) ...................................... 4.58 (18.90)Interest and Dividend Income ........................................................ (138.06) (136.05)Finance Costs ................................................................................. 1,654.81 1,507.32Profit/Loss on Sale of Fixed Assets (Net) ..................................... (12.04) 6.44

--------------------------------------------- ---------------------------------------------2,061.70 2,337.58

--------------------------------------------- ---------------------------------------------Operating Profit before Working Capital Changes ......................... 4,517.81 6,634.15Adjustment for:

Trade and Other Receivables ........................................................ 3,709.22 (308.55)Inventories ...................................................................................... (574.00) (835.60)Trade Payables ............................................................................... (560.97) 3,977.48Others ............................................................................................. (5.11) 0.05

--------------------------------------------- ---------------------------------------------2,569.14 2,833.38

--------------------------------------------- ---------------------------------------------Cash Generated from Operations .................................................... 7,086.95 9,467.53

Direct Taxes Paid/Adjusted ............................................................ (93.56) (1,220.62)(93.56) (1,220.62)

--------------------------------------------- ---------------------------------------------Net Cash Flow from Operating Activities 6,993.39 8,246.91

(B) CASH FLOW FROM INVESTING ACTIVITIES:Purchase of Fixed Assets .............................................................. (1,037.14) (1,423.69)Sale of Fixed Assets ....................................................................... 22.67 10.07Purchase of Investments ................................................................ (3,188.42) (2,581.57)Sale of Investments ........................................................................ 5.00Interest and Dividend Income ........................................................ 168.98 97.70

--------------------------------------------- ---------------------------------------------Net Cash Flow (used in) /from Investing Activities ............................... (4,028.91) (3,897.49)

(C) CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from Long and Short Term Borrowings ......................... (1,216.59) (2,876.08)Finance Costs Paid ........................................................................ (1,687.32) (1,462.01)Dividend/Corporate Tax on Dividend Paid .................................... (4.44) (0.05)

--------------------------------------------- ---------------------------------------------Net Cash Flow (used in)/from Financing Activities ............................... (2,908.35) (4,338.14)

--------------------------------------------- ---------------------------------------------Net Increase/(Decrese) in Cash and Cash Equivalents ................. 56.13 11.28

--------------------------------------------- ---------------------------------------------Opening Balance of Cash and Cash Equivalents ........................... 77.84 66.56Closing Balance of Cash and Cash Equivalents ............................ 133.97 77.84

--------------------------------------------- ---------------------------------------------Net Increase/(Decrease) in Cash and Cash Equivalents ............... 56.13 11.28

=================================== ===================================





CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015



59

STANDALONE ACCOUNTS

1. SIGNIFICANT ACCOUNTING POLICIES(a) Corporate Information

Ferro Alloys Corporation Limited (FACOR) was incorporated in 1955. The Company is listed at Bombay Stock Exchange. It is oneof the India’s largest producers and exporters of Ferro Alloys, an essential ingredient for manufacture of Steel and Stainless Steel.FACOR is also engaged in Chrome Ore exploration, mining and beneficiation in the state of Odisha. Chrome Ore is one of the mainraw material for producing Charge Chrome / High Carbon Ferro Chrome. Facor is having about 86% stake in Facor Power Ltd.which is engaged in the generation of power.

(b) Basis of Preparation of Financial StatementsThese accounts have been prepared under the historical cost convention on accrual basis of accounting in accordance with thegenerally accepted accounting principles and the provisions of the Companies Act, 2013, as adopted consistently by the Company.

(c) Use of EstimatesThe preparation of financial statements is in conformity with the generally accepted accounting principles, which requires estimatesand assumptions to be made that affect the reportable amount of assets and liabilities on the date of financial statements and thereportable amount of revenue and expenses during the reporting period. Difference between the actual results and estimates arerecognized in the year in which the results are known/materialized.

(d) Fixed Assets :All fixed assets are valued at cost net of recoverable taxes less depreciation. Roll-over charges on forward exchange contracts andloss or gain on conversion of foreign currency liabilities for acquisition of fixed assets are added to or deducted from the cost of fixedassets.

(e) Intangible asset :Intangible asset acquired seperately are measured at cost less amortisation and impairment losses, if any. Intangible assets areamortised on a straight line basis over the estimated useful life.

(f) Depreciation :Depreciation on tangible assets aquired prior to 01.04.2014 is provided on different fixed assets on the basis of ‘straight linemethod’ and ‘written down value method’ over the useful lives of assets estimated by the management based on independenttechnical evaluation carried out by external valuers and the management belives that the useful lives as evaluated by externalvaluers best represents the period over which management expects to use these assets. Hence, the useful lives for these assets isdifferent from the useful lives as prescribed under Part C of Schedule II of the Companies Act, 2013.However, the useful life of the assets aquired on or after 1st April, 2014, is in accordance with the useful lives as prescribed forthose assets in Part C of Schedule II of the Companies Act, 2013.

(g) Foreign Exchange Transactions :(i) Transactions in foreign exchange are translated to Indian Rupees at the rate of exchange ruling on the date of transaction.(ii) All foreign currency liabilities related to acquisition of Fixed Assets remaining unsettled at the end of the year are converted at

contract rates, where covered by foreign exchange contracts and at year end rates in other cases and the difference intranslation is adjusted in the carrying cost of such assets.

(iii) Other outstanding foreign currency liabilities and receivables are translated at the year end rates and the difference in translationis recognized in the Statement of Profit and Loss.

(h) Investments :Current Investments are carried at lower of cost and quoted/fair value.Long term investments are stated at cost and provision for diminution is made, if such diminution is other than temporary in nature.

(i) Current Assets :Finished Goods and Stock-in-Process are valued at cost or net realisable value whichever is lower. Other inventories are valued atcost. All other items of current assets are stated after provisions for any diminution in value.

(j) Revenue Recognition :Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can bereliably measured.Sales comprise sale of goods and services, conversion charges, Inter-unit transfers and exports.Sales arerecognised when the significant risks and rewards of ownership of the goods have passed to the buyer. Sales are inclusive ofexcise duty but net of trade discounts and VAT. However, excise duty relating to sales is reduced from gross turnover for disclosingnet turnover.Export benefits are recognised as per schemes specified in Foreign Trade Policy, as amended from time to time onaccrual basis. Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rateapplicable. Dividend income is recognised when the right to receive is established.

NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015


59


STANDALONE ACCOUNTS

(k) Employee Benefits :(a) Short-term employee benefits are recognised as an expense at the undiscounted amount in the Statement of Profit and Loss

of the year in which the related service is rendered.(b) Post employment and other long term employee benefits are recognised as an expense in the Statement of Profit and Loss for

the year in which the employee has rendered services. The expense is recognised at the present value of the amounts payabledetermined using acturial valuation techniques. Acturial gains and losses in respect of post employment and other long ternbenefits are charged to the Statement of Profit and Loss.

(l) Borrowing Costs :Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes substantialperiod of time to get ready for its intended use or sale are capitalised as part of the cost of the respective asset.All other borrowingcosts are expensed in the period they occur.

(m) Provision for Current and deferred Tax :Provision for current tax is made after taking into consideration benefits admissible under the provisions of the Income Tax Act,1961. Deferred tax resulting from “timing differences” between taxable and accounting income is accounted for using the tax ratesand laws that are enacted or substantively enacted as on the Balance Sheet date. The deferred tax asset is recognised and carriedforward only to the extent that there is a virtual certainty that the asset will be realised in future.

(n) Contingent liabilities :Contingent Liabilities are not recognised but are disclosed in the notes.

(`̀̀̀̀ in lacs)

As at As at31st March, 2015 31st March, 2014

---------------------------------------------------------------------- --------------------------------------------------------------------2. SHARE CAPITAL

Authorised Share Capital:220,000,000 (Previous Year - 220,000,000) Equity Shares of ` 1/- each ............................ 2200.00 2200.00800,000 (Previous Year - 800,000) 0.01% Redeemable Preference ............................ 800.00 800.00

Shares of ` 100/- each------------------------------------------ ------------------------------------------

TOTAL 3000.00 3000.00------------------------------------------ ------------------------------------------

Issued, Subscribed and Paid up:185,268,241 (Previous Year - 185,268,241) Equity Shares of ` 1/- each ............................ 1852.68 1852.68

fully paid up------------------------------------------ ------------------------------------------

TOTAL 1852.68 1852.68------------------------------------------ ------------------------------------------

2.1 The details of Shareholders holding more than 5% shares :

Name of the Shareholder As at 31st March, 2015 As at 31st March, 2014

No. of Shares % held No. of Shares % held

Rai Bahadur Shreeram and Company Private Limited ......................... 69,448,883 37.49% 69,448,883 37.49%Mohinidevi Umashankar Saraf ............................................................... 15,672,291 8.46% 15,672,291 8.46%

2.2 The reconciliation of number of shares outstanding at the beginning and at the end of the reporting period:

Particulars As at 31st March, 2015 As at 31st March, 2014

No. of Shares No. of Shares

Shares outstanding at the beginning of the year .......................................... 185,268,241 185,268,241Shares issued during the year ....................................................................... - -Shares bought back during the year .............................................................. - -Shares outstanding at the end of the year .................................................... 185,268,241 185,268,241

2.3 Terms/rights attached to Equity Shares:The Company has only one class of Equity Shares having a par value of ` 1/- per share. The Equity Shares have equal rights, preferencesand restrictions which are in accordance with the provisions of law, in particular the Companies Act, 2013




59

STANDALONE ACCOUNTS

(`̀̀̀̀ in lacs)


---------------------------------------------------------------------- --------------------------------------------------------------------3. RESERVES AND SURPLUS

Capital ReserveBalance as at the beginning and end of the year ......................................... 439.24 439.24

General Reserve:Balance as per last Balance Sheet ................................................................ 17,100.00 12,100.00Add : Transferred from Statement of Profit and Loss .................................... 2,100.00 5,000.00

------------------------------------------ ------------------------------------------19,200.00 17,100.00

Statement of Profit and LossBalance as at the beginning of the year ........................................................ 4,560.38 6,424.09Add: Profit/(Loss) for the year ........................................................................ 1,906.61 3,136.29

------------------------------------------ ------------------------------------------6,466.99 9,560.38

Less : AppropriationsTransferred to General Reserve ..................................................................... 2,100.00 5,000.00

------------------------------------------ ------------------------------------------4,366.99 4,560.38

------------------------------------------ ------------------------------------------TOTAL 24,006.23 22,099.62

------------------------------------------ ------------------------------------------

4. LONG-TERM BORROWINGSSecuredFrom Banks : Rupee Term Loan Account (Refer Note 4.1) .......................... 265.61 1,865.26

UnsecuredFrom related parties (Refer Note 4.2) ............................................ 1,594.71 769.71Others .............................................................................................. 1,330.00 540.00

------------------------------------------ ------------------------------------------2,924.71 1,309.71

Deferred payment liabilities (Refer Note 4.3) ................................ 4.57 15.25------------------------------------------ ------------------------------------------

2,929.28 1,324.96------------------------------------------ ------------------------------------------

TOTAL 3,194.89 3,190.22------------------------------------------ ------------------------------------------

4.1 - Secured by first pari-passu charge on fixed assets of the Company and second charge on currentassets and guaranteed by two Directors - ` Nil (Previous Year ` 1414.58 lacs)

- Secured by hypothecation of Metal Recovery Plant and second pari-passu charge on other fixedassets of the company and guarateed by two directors - ` 265.61 lacs (Previous Year ` 450.68)

- Terms of repayment : Payable in equal quarterly instalments.

4.2 Terms of repayment : Payable after 31st March, 2016

4.3 Terms of repayment : Payable in equal monthly instalments.

5. DEFERRED TAX LIABILITIES (NET)

Deferred Tax Liabilities:Difference between Book and Income Tax depreciation .............................. 518.62 447.15

Deferred Tax Assets:Disallowance u/s 43B of the Income Tax Act, 1961 to .................................. 302.26 301.38be allowed on payment basis

------------------------------------------ ------------------------------------------Net Deferred Tax Liabilities 216.36 145.77

------------------------------------------ ------------------------------------------



59


STANDALONE ACCOUNTS

(`̀̀̀̀ in lacs)


---------------------------------------------------------------------- --------------------------------------------------------------------6. OTHER LONG-TERM LIABILITIES ............................................................ 218.65 218.65

------------------------------------------ ------------------------------------------TOTAL 218.65 218.65

------------------------------------------ ------------------------------------------

7. LONG-TERM PROVISIONSProvision for Employee Benefits:P.L.Encashment (Unfunded) .......................................................................... 294.10 295.95Others .............................................................................................................. 1,250.36 1,208.62

------------------------------------------ ------------------------------------------TOTAL 1,544.46 1,504.57

------------------------------------------ ------------------------------------------

8. SHORT-TERM BORROWINGSFrom Banks : (Secured)Cash Credit / Packing Credit Accounts (Refer Note 8.1) .............................. 4,100.80 4,242.85Bills Discounted (Refer Note 8.1) .................................................................. 829.01 1,929.88

------------------------------------------ ------------------------------------------TOTAL 4,929.81 6,172.73

------------------------------------------ ------------------------------------------

8.1 Secured by hypothecation of stocks of raw-materials, finished products, book debts, and otherreceivables and by way of second charge on fixed assets of the Company by deposit of titledeeds in respect of immovable properties and guaranteed by two Directors.

9. TRADE PAYABLESTrade Payables ................................................................................................ 5,198.05 6,124.01

------------------------------------------ ------------------------------------------TOTAL 5,198.05 6,124.01

------------------------------------------ ------------------------------------------Amount payable to Small scale industrial undertakingsfor a period exceeding 30 days ` Nil (Previous Year ` 141).

10. OTHER CURRENT LIABILITIESCurrent maturities of long-term debts -Rupee Term Loan from Banks (Secured) (Refer Note 4.1) .......................... 1,951.58 1,858.36Interest accrued but not due on borrowings .................................................. 0.12 0.25Interest accrued and due on borrowings ....................................................... 31.17 52.83Unpaid dividends ............................................................................................ 13.88 18.32Other Payables* .............................................................................................. 4,462.77 4,231.35

------------------------------------------ ------------------------------------------TOTAL 6,459.52 6,161.11

------------------------------------------ ------------------------------------------*Includes statutory dues, security deposits and advance from customers.

11. SHORT-TERM PROVISIONSProvision for Employee Benefits:P.L.Encashment (Unfunded) .......................................................................... 149.93 138.08For Taxation ..................................................................................................... 381.74 54.43

------------------------------------------ ------------------------------------------TOTAL 531.67 192.51

------------------------------------------ ------------------------------------------




59

STANDALONE ACCOUNTS

12 FIXED ASSETS (`̀̀̀̀ in lacs)

Particulars GROSS BLOCK AT COST DEPRECIATION NET BLOCK

As at Additions/ Deductions/ As at Upto For the Deductions/ Upto As at As at1.04.2014 Adjustments Adjustments 31.03.2015 1.04.2014 Year Adjustments 31.03.2015 31.03.2015 31.03.2014

(I) Tangible AssetsLand Leased 17.39 - - 17.39 - - - - 17.39 17.39Land Freehold 2,543.06 11.35 5.50 2,548.91 - - - - 2,548.91 2,543.06Buildings 4,178.12 51.53 - 4,229.65 1,736.75 116.23 - 1,852.98 2,376.67 2,441.37Roads and Drains 493.72 - - 493.72 172.62 35.34 - 207.96 285.76 321.10Railway Sidings 86.58 - - 86.58 82.25 - - 82.25 4.33 4.33Plant andMachineries 8,840.04 418.02 0.06 9,258.00 6,182.19 258.28 0.07 6,440.40 2,817.60 2,657.85Office and Other Equipments 627.60 57.36 2.71 682.25 375.15 41.72 2.57 414.30 267.95 252.45Furniture and Fixtures 245.72 41.45 0.11 287.06 154.76 13.32 0.11 167.97 119.09 90.96Vehicles 995.11 0.04 43.86 951.29 639.67 71.87 38.86 672.68 278.61 355.44

18,027.34 579.75 52.24 18,554.85 9,343.39 536.76 41.61 9,838.54 8,716.31

Previous Year 16,116.53 1,948.24 37.43 18,027.34 8,919.98 444.33 20.92 9,343.39 8,683.95

(II) Intangible AssetsGoodwill 5,344.39 - - 5,344.39 5,328.74 15.65 - 5,344.39 -Previous Year 5,344.39 - - 5,344.39 4,794.30 534.44 - 5,328.74 - 15.65

Capital Work-in-Progress 1,480.43 1,023.04

Total: 10,196.74 9,722.64

Pursuant to the requirement of Schedule II to the Companies Act, 2013, the Company has revised the remaining useful lives of the assets acquired upto 31st March, 2014,on the basis of the assessment by independent consultant which is different from those mentioned in Schedule II of the Companies Act, 2013. In respect of assets aquiredon or after 1st April, 2014, useful lives are considered as mentioned in Schedule II of the Companies Act, 2013. As a result of this change, the depreciation charged for theyear ended 31st March, 2015, is higher by ` 33.60 lacs.

(`̀̀̀̀ in lacs)

As at As at13. NON-CURRENT INVESTMENTS 31st March, 2015 31st March, 2014

---------------------------------------------------------------------- --------------------------------------------------------------------Trade Investments : (At Cost)In Equity Shares of Subsidiary Companies - Unquoted, fully paid up198,060,000 (Previous Year - 178,100,000) Facor Power Limited of ` 10/- each .. 20,614.21 18,618.21100,000 (Previous Year - 100,000) Facor Realty & Infrastructure Ltd. ........... 10.00 10.00

of ` 10/- each200,001 (Previous Year 102,001) Facor Energy Ltd.of GBP 1 each ............... 182.05 89.63

------------------------------------------ ------------------------------------------20,806.26 18,717.84

In 15% Cumulative Redeemable Preference Shares of Subsidiary CompanyUnquoted, fully paid up1,100,000 (Previous Year : Nil) Facor Power Ltd. of ` 100/- each ...................... 1,100.00 -

In Equity Shares of Associate Company- Unquoted, fully paid up466,164 (Previous Year - 466,164) Boula Platinum Mining Pvt. Ltd. .............. 4.66 4.66

In Equity Shares of Other Companies- Quoted, fully paid up500,000 (Previous Year - 500,000) Facor Alloys Limited of ` 1/- each ........... 5.00 5.00Nil (Previous Year - 500,000) Facor Steels Limited of ` 1/- each ........... - 5.00

------------------------------------------ ------------------------------------------5.00 10.00

In Government Securities : Unquoted6 Years National Savings Certificates ................................................................ 1.05 1.057 Years National Savings Certificates ................................................................ 0.05 0.05

------------------------------------------ ------------------------------------------Deposited with Government/Semi Government Authorities .............................. 1.10 1.10as Security Deposit.

------------------------------------------ ------------------------------------------TOTAL 21,917.02 18,733.60

------------------------------------------ ------------------------------------------Aggregate cost of Quoted Investments ...................................................................... 5.00 10.00Market Value of Quoted Investments ......................................................................... 4.40 9.25Aggregate amount of Unquoted Investments ............................................................. 21,912.02 18,723.60



59


STANDALONE ACCOUNTS

(`̀̀̀̀ in lacs)


---------------------------------------------------------------------- --------------------------------------------------------------------14. LONG-TERM LOANS AND ADVANCES

(Unsecured and Considered Good)Capital Advance ....................................................................................................................... 323.35 113.33Security Deposits ..................................................................................................................... 899.97 1,585.15

------------------------------------------ ------------------------------------------TOTAL 1,223.32 1,698.48

------------------------------------------ ------------------------------------------

15. INVENTORIES(As per Inventory taken, valued and as certified by the Management)(At cost unless otherwise stated)Raw Materials (includes in transit ` 32.20 lacs, Previous Year ` 26.23 lacs) ....................... 2,396.83 3,022.38Stock-in-Process (At Cost or Net realisable value whichever is lower) ................................ 219.28 178.58Finished Goods (At Cost or Net realisable value whichever is lower) .................................. 5,663.09 4,463.76Stores and Spare Parts (includes in transit ` 22.31 lacs, Previous Year ` 10.56 lacs) ........ 358.76 407.14Loose Tools .............................................................................................................................. 39.04 31.14

------------------------------------------ ------------------------------------------TOTAL 8,677.00 8,103.00

------------------------------------------ ------------------------------------------

16. TRADE RECEIVABLES(Unsecured and Considered Good)Over six months ....................................................................................................................... 42.43 33.26Others ....................................................................................................................................... 1,493.08 4,009.71

------------------------------------------ ------------------------------------------TOTAL 1,535.51 4,042.97

------------------------------------------ ------------------------------------------

17. CASH AND CASH EQUIVALENTSCash in hand ............................................................................................................................ 14.89 13.69Cheques in hand ...................................................................................................................... - 1.95

With Scheduled Banks:In Current Accounts ................................................................................................................. 119.08 62.20In Current Accounts-For Unpaid Dividend ............................................................................. 14.28 19.17

In Fixed Deposits Accounts :With original maturity of more than three months butless than twelve months .......................................................................................................... 10.00 -

------------------------------------------ ------------------------------------------TOTAL 158.25 97.01

------------------------------------------ ------------------------------------------

18. SHORT- TERM LOANS AND ADVANCES(Unsecured and Considered Good)Loans and Advances to Related Parties ................................................................................ 43.99 117.68Others ....................................................................................................................................... 4,314.95 5,032.74

------------------------------------------ ------------------------------------------TOTAL 4,358.94 5,150.42

------------------------------------------ ------------------------------------------

19. OTHER CURRENT ASSETSInterest accrued on Deposits .................................................................................................. 83.61 111.82Claims Recoverable ................................................................................................................. 1.93 1.93

------------------------------------------ ------------------------------------------TOTAL 85.54 113.75

------------------------------------------ ------------------------------------------




59

STANDALONE ACCOUNTS

(`̀̀̀̀ in lacs)

Year Ended Year Ended31st March, 2015 31st March, 2014

---------------------------------------------------------------------- --------------------------------------------------------------------20. REVENUE FROM OPERATIONS

Sale of products, less returns ................................................................................................. 62,934.90 64,646.25Less: Excise Duty .................................................................................................................... 3,865.58 1,383.34

------------------------------------------ ------------------------------------------56,069.32 63,262.91

Add: Export Incentives ............................................................................................................. 1,200.86 1,850.64------------------------------------------ ------------------------------------------

TOTAL 60,270.18 65,113.55------------------------------------------ ------------------------------------------

Gross Sales


---------------------------------------------------------------------- --------------------------------------------------------------------20.1 PARTICULARS OF SALE OF PRODUCTS

Ferro Alloys .............................................................................................................................. 50,743.35 51,667.48Chrome Ore ............................................................................................................................. 12,165.28 12,954.84Off Grade / By-products .......................................................................................................... 26.27 23.93

------------------------------------------ ------------------------------------------TOTAL 62,934.90 64,646.25

------------------------------------------ ------------------------------------------

(`̀̀̀̀ in lacs)


---------------------------------------------------------------------- --------------------------------------------------------------------21 OTHER INCOME

Interest Income:Interest on Deposits ................................................................................................................. 11.88 6.39Other Interest ........................................................................................................................... 126.18 129.66Miscellaneous receipts ............................................................................................................ 21.74 45.43Profit /(Loss) on Fixed Assets Sold/Discarded (Net) ............................................................. 12.04 (6.44)Profit /(Loss) on sale of Investments ...................................................................................... (2.45) -Foreign Exchange Gain ........................................................................................................... 164.72 -Liabilities/Provisions no longer required written back (Net) .................................................. 12.22 (9.03)

------------------------------------------ ------------------------------------------TOTAL 346.33 166.01

------------------------------------------ ------------------------------------------

22. COST OF MATERIALS CONSUMEDOpening stock of Materials ...................................................................................................... 3,022.38 2,697.26Add: Purchases (Refer Note 31) ............................................................................................. 22,976.51 25,053.08

------------------------------------------ ------------------------------------------25,998.89 27,750.34

Less: Closing stock of Materials ............................................................................................. 2,396.83 3,022.38------------------------------------------ ------------------------------------------

Cost of Materials Consumed ................................................................................................... 23,602.06 24,727.96------------------------------------------ ------------------------------------------

22.1 PARTICULARS OF MATERIALS CONSUMEDChrome Ore/Concentrate/Others ............................................................................................ 15,956.09 16,303.09Coke and Coal ......................................................................................................................... 7,044.02 7,760.26Quartz ....................................................................................................................................... 70.70 119.53Carbon paste/Electrode paste ................................................................................................ 477.98 513.98Miscellaneous .......................................................................................................................... 53.27 31.10

------------------------------------------ ------------------------------------------TOTAL 23,602.06 24,727.96

------------------------------------------ ------------------------------------------



59


STANDALONE ACCOUNTS

(`̀̀̀̀ in lacs)


---------------------------------------------------------------------- --------------------------------------------------------------------23 CHANGES IN INVENTORIES OF FINISHED

GOODS AND STOCK-IN PROCESS

Closing stock:

Finished Goods 5,663.09 4,463.76

Stock-in-Process 219.28 178.58------------------------------------------ ------------------------------------------

5,882.37 4,642.34

Opening stock:

Finished Goods 4,463.76 3,867.75

Stock-in-Process 178.58 130.45------------------------------------------ ------------------------------------------

4,642.34 3,998.20------------------------------------------ ------------------------------------------

Decrease/(Increase) in Inventories (1,240.03) (644.14)------------------------------------------ ------------------------------------------

(`̀̀̀̀ in lacs)


---------------------------------------------------------------------- --------------------------------------------------------------------24. EMPLOYEE BENEFITS EXPENSE

Salaries, Wages and Bonus .................................................................................................... 3,217.65 2,995.88

Contribution to Provident and Other Funds ............................................................................ 416.24 509.55

Welfare Expenses .................................................................................................................... 499.76 490.70

Directors’ Remuneration .......................................................................................................... 207.06 311.40------------------------------------------ ------------------------------------------

TOTAL 4,340.71 4,307.53------------------------------------------ ------------------------------------------

25. FINANCE COSTS

Interest:

On Fixed Loan ......................................................................................................................... 438.68 537.34

On Others ................................................................................................................................. 1,211.12 930.84------------------------------------------ ------------------------------------------

1,649.80 1,468.18

Other Borrowing Costs ............................................................................................................ 5.01 39.14------------------------------------------ ------------------------------------------

TOTAL 1,654.81 1,507.32------------------------------------------ ------------------------------------------

26. DEPRECIATION AND AMORTISATION EXPENSE

Depreciation ............................................................................................................................. 479.98 392.16

Amortisation ............................................................................................................................. 15.65 534.44------------------------------------------ ------------------------------------------

TOTAL 495.63 926.60------------------------------------------ ------------------------------------------

Depreciation is excluding ` 56.78 lacs (Previous Year ` 52.17 lacs)considered under cost of material consumed (Refer Note 30)




59

STANDALONE ACCOUNTS

(`̀̀̀̀ in lacs)


---------------------------------------------------------------------- --------------------------------------------------------------------

27. OTHER EXPENSESPower and Fuel ........................................................................................................................ 13,735.61 14,570.22Mining, Handling and other Production Expenses ................................................................. 5,441.35 5,146.31Freight, Shipment and Sales Expenses ................................................................................. 2,490.93 2,766.10Royalty ...................................................................................................................................... 2,401.68 1,875.62Stores and Spares ................................................................................................................... 216.34 182.55Works Expenses ...................................................................................................................... 1,491.63 1,316.76Transport Expenses ................................................................................................................. 162.57 196.04Repairs and Maintenance to Plant and Machinery ................................................................ 1,668.81 1,144.67Repairs and Maintenance to Buildings ................................................................................... 1,086.07 1,831.77Insurance ................................................................................................................................. 29.46 32.78Rent .......................................................................................................................................... 183.50 193.05Rates and Taxes ...................................................................................................................... 82.57 75.65Commission and Brokerage on Sales .................................................................................... 231.15 676.86Donations ................................................................................................................................. 17.40 9.50Payments to Auditors ............................................................................................................... 9.20 8.36Directors’ Sitting Fees .............................................................................................................. 4.26 3.20Foreign Exchange Loss ........................................................................................................... - 4.88Miscellaneous Expenses ......................................................................................................... 54.69 123.40

------------------------------------------ ------------------------------------------TOTAL 29,307.22 30,157.72

------------------------------------------ ------------------------------------------

27.1 PAYMENTS TO AUDITORS(A) Statutory Auditor

Audit Fees ........................................................................................................................ 4.75 4.25Tax Audit Fees ................................................................................................................. 0.15 0.15Certification and Consultation Fees ............................................................................... 0.34 0.27Reimbursement of Expenses .......................................................................................... 1.20 2.02

------------------------------------------ ------------------------------------------Sub-Total (A) 6.44 6.69

------------------------------------------ ------------------------------------------(B) Cost Auditor

Audit Fees ........................................................................................................................ 0.70 0.60Management Services .................................................................................................... 0.60 0.50Certification and Consultation Fees ............................................................................... 0.44 0.24Reimbursement of Expenses .......................................................................................... 1.02 0.33

------------------------------------------ ------------------------------------------Sub-Total (B) 2.76 1.67

------------------------------------------ ------------------------------------------TOTAL (A + B) 9.20 8.36

------------------------------------------ ------------------------------------------

28. EARNING PER SHARE (BASIC AND DILUTED)(i) Net Profit after Tax ........................................................................................................... 1,906.61 3,136.29(ii) Weighted average number of equity shares (Nos. in lacs) ............................................ 1,852.68 1,852.68(iii) Earning per Share: ( ` per share) ................................................................................... 1.03 1.69

29. Disclosure pursuant to Accounting Standard - 15 ( Revised) “Employee Benefits” :Defined Contribution Plan :Amount of ` 282.81 (Previous Year ` 245.23) is recognised as expense and included in “Employee Benefits Expenses” in Note 24 of theStatement of Profit and Loss.



59


STANDALONE ACCOUNTS

Defined Benefit Plan :The company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is entitled to Gratuityon terms not less favourable than the provisions of the Payment of Gratuity Act, 1972. The scheme is funded with SBI Life Insurance inform of qualifying insurance policy.The Company also extends benefit of compensated absences to the employees, whereby they are eligible to carry forward their entitlementof privilege leave for encashment. This is an unfunded plan.The following tables summaries the components of net expense recongnised in the Statement of Profit and Loss and Balance Sheet forthe respective plans.

(a) Reconciliation of Opening and Closing balances of the present value of the Defined Benefit Obligation :( `̀̀̀̀ in Lacs)

Particulars 2014-15 2013-14

Gratuity PL Encashment Gratuity PL EncashmentPresent value of Defined Benefit Obligation at 1,598.31 434.04 1,395.13 385.92the beginning of the yearInterest Cost 127.86 34.72 111.61 30.87Current Service Cost 79.32 57.64 70.69 31.51Acturial Losses/(Gains) 204.63 22.29 187.50 82.08Benefits Paid (166.18) (104.66) (166.62) (96.34)Present value of Defined Benefit Obligation at 1,843.94 444.03 1,598.31 434.04the close of the year

(b) Changes in the Fair Value of Plan Assets and reconciliation thereof :(`̀̀̀̀ in Lacs)


Gratuity PL Encashment Gratuity PL EncashmentFair Value of Plan Assets at the beginning of the year 1,380.61 - 1,155.12 -Add : Expected Return on Plan Assets 110.44 - 92.41 -Add/(Less) : Actuarial Gains/(Losses) 186.85 - 179.70 -Add : Contributions 242.92 - 120.00 -Less : Benefits Paid (166.18) - (166.62) -Fair Value of Plan Assets at the close of the year 1,754.64 - 1,380.61 -

(c) Amount recognised in the Balance Sheet including a reconciliation of the present value of the defined obligation in (a) and the fairvalue of the plan assets in (b) to assets and liabilities recognised in the Balance Sheet :

(`̀̀̀̀ in Lacs)


Gratuity PL Encashment Gratuity PL EncashmentPresent Value of Defined Benefit Obligation 1,843.94 444.03 1,598.31 434.04Less : Fair Value of Plan Assets 1,754.64 - 1,380.61 -Present Value of unfunded obligation 89.30 444.03 217.70 434.04

(d) Amount recognised in the Statement of Profit and Loss are as follows(`̀̀̀̀ in Lacs)


Gratuity PL Encashment Gratuity PL EncashmentCurrent Service Cost 79.32 57.64 70.69 31.51Interest Cost 127.86 34.72 111.61 30.87Expected return on Plan Asset (110.44) - (92.41) -Net acturial loss/(gain) 17.78 22.29 7.80 82.08Net periodic cost 114.52 114.65 97.69 144.46




59

STANDALONE ACCOUNTS

(e) Actuarial Assumptions as at the Balance Sheet date :(`̀̀̀̀ in Lacs)


Gratuity PL Encashment Gratuity PL EncashmentMortality table LIC a (1994-96) LIC a (1994-96) LIC a (1994-96) LIC a (1994-96)Discount Rate 8% 8% 8% 8%Salary Escalation Rate 5% 5% 5% 5%

(f) Movement in net liability recognised in Balance sheet :(`̀̀̀̀ in Lacs)


Gratuity PL Encashment Gratuity PL EncashmentOpening net liabilty 217.70 434.04 240.01 385.92Expenses as above 114.52 114.65 97.69 144.46Contributions Paid (242.92) (104.66) (120.00) (96.34)Closing net liabilty 89.30 444.03 217.70 434.04

(g) Other Disclosures :(`̀̀̀̀ in lacs)

Particulars 2014-15 2013-14 2012-13 2011-12

Gratuity PL Gratuity PL Gratuity PL Gratuity PLEncashment Encashment Encashment Encashment

Defined Benefit Obligation 1,843.94 444.03 1,598.31 434.04 1,395.13 385.92 1,171.37 337.06Plan Assets 1,754.64 - 1,380.61 - 1,155.12 - 1,059.97 -Surplus/(Deficit) (89.30) (444.03) (217.70) (434.04) (240.01) (385.92) (111.40) (337.06)

(`̀̀̀̀ in lacs)

2014-15 2013-14---------------------------------------- ---------------------------------------

30. Raw Material Purchases include following being processing expenses:Power and Fuel ............................................................................................................... 80.34 82.36Salaries and other benefits to employees ..................................................................... 116.17 123.76Operating and other expenses ....................................................................................... 714.39 859.84Depreciation ................................................................................................................ 56.78 52.17

------------------------------------------ ------------------------------------------967.68 1,118.13

------------------------------------------ ------------------------------------------

2014-15 2013-14`̀̀̀̀ in lacs Percentage ` in lacs Percentage

--------------------------------------------- --------------------------------------------- --------------------------------------------- ---------------------------------------------31. (a) 1. Value of Consumption of imported Raw Materials .............................. 1,328.02 5.63 2,942.41 11.90

2. Value of Consumption of indigenous Raw Materials .......................... 22,274.04 94.37 21,785.55 88.10--------------------------------------------- --------------------------------------------- --------------------------------------------- ---------------------------------------------

23,602.06 100.00 24,727.96 100.00--------------------------------------------- --------------------------------------------- --------------------------------------------- ---------------------------------------------

(b) 1. Value of Consumption of imported Components and Spare Parts: ... 188.23 7.54 257.65 8.822. Value of Consumption of indigenous Components and Spare Parts: 2,306.80 92.46 2,662.80 91.18

--------------------------------------------- --------------------------------------------- --------------------------------------------- ---------------------------------------------2,495.03 100.00 2,920.45 100.00

--------------------------------------------- --------------------------------------------- --------------------------------------------- ---------------------------------------------



59


STANDALONE ACCOUNTS

(`̀̀̀̀ in lacs)

2014-15 2013-14---------------------------------------- ---------------------------------------

32. C.I.F. Value of Imports :

(a) Raw Materials ......................................................................................................... 408.96 3,195.96

(b) Components, Stores and Spare Parts ................................................................... 108.01 205.92------------------------------------------ ------------------------------------------

516.97 3,401.88------------------------------------------ ------------------------------------------

33. Expenditure in Foreign Currency :

(i) Commission on Sales ............................................................................................. 260.99 658.83

(ii) Legal & Professional Charges ............................................................................... 9.42 -

(iii) Travelling Expenses ................................................................................................ 10.83 27.02

(iv) Subscription ............................................................................................................ 9.39 11.04

(v) Miscellaneous ......................................................................................................... 9.73 10.61------------------------------------------ ------------------------------------------

300.36 707.50------------------------------------------ ------------------------------------------

34. Earnings in Foreign Exchange on account of Export of Goods on F.O.B. basis ......... 19,473.25 42,344.63

35. Corporate Scocial Responsibility Expenditure during the year amounts to ` 53.13 Lacs which has been debited under different heads ofaccounts in the Statement of Profit and Loss.

36. There are no Micro, Small and Medium Enterprises, to whom the company owes dues, which are outstanding as at the Balance Sheetdate. The above information has been determined to the extent such parties have been identified on the basis of information availablewith the company. This has been relied upon by the auditors.

37. Contingent Liabilities and Commitments

(I) Contingent Liabilities :

(a) Claims against the Company not acknowledged as debts, since disputed ` 6,027.52 lacs (Previous Year ` 4,848.54 lacs).Amounts paid under protest ` 379.61 lacs (Previous Year ` 352.83 lacs) have been debited to Advance Account.

(b) Counter guarantees in favour of Consortium Banks in respect of their outstandings with Facor Steels Limited. Due to thenature of the liability, its financial impact is not ascertainable.

(II) Capital and other Commitments :

(a) Estimated amount of contracts on Capital Account remaining to be executed and not provided for in accounts ` 599.91 Lacs(Previous Year ` 848.49 lacs).

38. a) The Company has given corporate guarantee to Rural Electrification Corporation Ltd. (REC) in connection with granting a facility ofTerm Loan of ` 51,790 Lacs (Previous Year ` 46,704 Lacs) to Facor Power Ltd. (FPL). The Company has also pledged 19,80,60,000shares (Previous Year 15,10,74,299 shares) with REC out of 19,80,60,000 shares (Previous Year 17,81,00,000 shares) held in FPLbesides giving an undertaking to provide interest free unsecured subordinated loan or subscribe for equity / preference shares toFPL in case of cost overrun at any stage of the project.

b) The Company has given corporate guarantee to Central Bank of India of ` 4,200 Lacs (Previous Year ` 4,200 Lacs) for providingWorking Capital Facilities to FPL.




59

STANDALONE ACCOUNTS

39. Details on Segment Reporting : (`̀̀̀̀ in lacs)

DESCRIPTION FERRO ALLOYS CHROME ORE CONSOLIDATEDTOTAL

2014-15 2013-14 2014-15 2013-14 2014-15 2013-141) REVENUE

External Sales 47,560.16 51,009.80 - 2,821.80 47,560.16 53,831.60Inter Segment Sales - - 11,509.16 9,431.31 11,509.16 9,431.31Total Revenue 47,560.16 51,009.80 11,509.16 12,253.11 59,069.32 63,262.91

2) RESULTSegment Result before Interest & Tax 3,958.02 4,920.32 152.90 883.57 4,110.92 5,803.89Unallocated Expenses - -Finance Costs (1,268.84) (1,221.19) (385.97) (286.13) (1,654.81) (1,507.32)Tax Expense (549.50) (1,160.28)Profit / (Loss) from ordinary activities 1,906.61 3,136.29Extraordinary Loss - -NET PROFIT / (LOSS) 1,906.61 3,136.29

3) OTHER INFORMATIONSegment Assets 8,773.50 9,179.38 17,461.80 19,748.89 26,235.30 28,928.27Unallocated Corporate Assets 21,917.02 18,733.60Total Assets 48,152.32 47,661.87Segment Liabilities 10,175.39 9,316.73 4,359.04 4,277.97 14,534.43 13,594.70Unallocated Corporate Liabilities 611.98 218.52Total Liabilities 15,146.41 13,813.22Capital Expenditure 173.37 927.73 863.77 495.96 1,037.14 1,423.69Depreciation / Amortisation 292.12 504.22 260.29 474.55 552.41 978.77Non Cash expenditure otherthan Depreciation / Amortisation 1.97 4.76 0.17 11.11 2.14 15.87

40. Related Party Disclosure:-

I List of related parties:-

A Name and nature of relationship with the related party where control exists:Facor Power Limited - Subsidiary Company.Facor Realty and Infrastructure Limited - Subsidiary Company.Facor Energy Limited - Subsidiary Company.

B Enterprise, over which key management personnel and their relatives exercise significant influence, with whom transactionshave taken place during the year :1 Boula Platinum Mining Pvt. Ltd. - Associate 2 Facor Alloys Limited3 Facor Steels Limited 4 Rai Bahadur Shreeram and Company Private Limited.5 Shri Durgaprasad Saraf Charitable Trust 6 Shreeram Shipping Services Pvt. Ltd.7 Shreeram Durgaprasad Ores Pvt. Ltd. 8 Smt. Godavari Devi Saraf Janseva Trust9 Saraf Enterprises (Pvt.) Ltd. 10 Saraf Bandhu Pvt. Ltd.

C Key Management Personnel :a) Directors

i) R.K. Saraf Chairman & Managing Directorii) Manoj Saraf Managing Directoriii) Vinod Saraf (Up to 24-07-2014) Joint Managing Directoriv) Rohit Saraf Joint Managing Directorv) Ashish Saraf Joint Managing Director



59


STANDALONE ACCOUNTS

b) Executive Officersi) Vinod Saraf (w.e.f. 01-08-2014) Presidentii) O P Banka Director (Finance) & C F Oiii) Ritesh Chaudhry GM (Legal) & Co. Secretary

D Relative of a Key Management Personnel :i) Mrs. Priti Rohit Saraf

II Transactions with Related Parties during the year ended 31-03-2015 in the ordinary course of business.(`̀̀̀̀ in lacs)

Particulars With Subsidiary With Enterprise With Key ManagementCompanies where Significant Personnel &

influence exists Relatives2014-15 2013-14 2014-15 2013-14 2014-15 2013-14

i) Sale of Goods - 3,026.12ii) Purchase of Goods 12,532.04 12,848.93 - -iii) Rent paid 71.66 85.91 23.50 24.00iv) Interest paid 105.22 50.06v) Electricity Charges Paid 9.19 -vi) Maintenance Charges Paid 6.82 -vii) Sale of Investment 2.55 -viii) Donation paid - 2.00xi) Short Term Loans & Advances given (77.69) (69.06) 4.00 (0.11)x) Clearing & forwarding and other service charges 7.91 16.20 - -xi) Long Term Borrowings 825.00 (410.00) - -xii) Other Current Liabilities (1,378.36) 1,337.18 - -xiii) Directors’ remuneration 216.51 322.98xiv) Executive Officers Remuneration 55.57 -xv) Investments 3,488.42 2,581.57 (5.00) -xvi) Balances outstanding at the year end

a) Short Term Loans & Advances 24.31 101.99 25.07 18.52b) Trade Payable 337.14 465.88 - 1.02c) Long Term Borrowings 1,594.72 769.71d) Other Long Term Borrowings 218.65 218.65e) Other Current Liabilities 652.36 2,030.72f) Managerial Remuneration Payable: 362.31 231.72g) Executive Officers Remuneration Payable 0.99 -

41. Details of Loans given, Investments made and Guarantee given covered U/s 186(4) of the Companies Act, 2013 :Loans given, Investments made and Guarantees given by the Company in respect of loans are given under the respective heads.

42. Previous Year’s figures have been re-grouped wherever necessary.








59

TO THE MEMBERS OF FERRO ALLOYS CORPORATION LIMITED

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Ferro Alloys Corporation Limited (hereinafter referred to as “theHolding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) and its associate,comprising of the Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Statement of Profit and Loss, the Consolidated CashFlow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafterreferred to as “the consolidated financial statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of therequirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financialposition, consolidated financial performance and consolidated cash flows of the Group including its associate in accordance with the accountingprinciples generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group and of its associate areresponsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of theGroup and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether dueto fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the HoldingCompany, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, wehave taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidatedfinancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of theconsolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financialcontrol relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Holding Companyhas an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An auditalso includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made bythe Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred toin sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on theconsolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statementsgive the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India, of the consolidated state of affairs of the Group and its associate as at 31st March, 2015, and their consolidatedloss and their consolidated cash flows for the year ended on that date.

Other Matters

We did not audit the financial statements of three subsidiaries whose financial statements reflect total assets of ` 66,639.69 Lacs as at 31stMarch, 2015, total revenues of ` 12,081.65 Lacs and net cash flows amounting to `(-)10.64 Lacs for the year ended on that date, asconsidered in the consolidated financial statements. The consolidated financial statements also include the Group’s share of net loss of` 1.21 Lacs for the year ended 31st March, 2015, as considered in the consolidated financial statements, in respect of one associate, whosefinancial statements have not been audited by us. These financial statements have been audited by other auditors whose reports have beenfurnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and

INDEPENDENT AUDITOR’S REPORT


59


disclosures included in respect of these subsidiaries and associate, and our report in terms of sub-sections (3) and (11) of Section 143 of theAct, insofar as it relates to the aforesaid subsidiaries and associate, is based solely on the reports of the other auditors.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified inrespect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors’ reports of the Holding company, subsidiary companiesand associate company incorporated in India, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of theOrder, to the extent applicable.

2. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessaryfor the purposes of our audit of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statementshave been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealtwith by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidatedfinancial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2015 taken onrecord by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies andassociate company incorporated in India, none of the directors of the Group companies and its associate company incorporated inIndia is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 the Companies (Audit andAuditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the informations and explanationsgiven to us:

i. the consolidated financial statements disclose the impact of pending litigations on its financial position in its financial statements;

ii. the Group and its associate did not have any long-term contracts including the derivative contracts for which there were anymaterial foreseeable losses;

iii. there has been no delay in transferring amounts, required to be transferred, to the investor education and protection fund bythe Group and its associate during the year ended March 31, 2015.




INDEPENDENT AUDITOR’S REPORT



59

Annexure to the Independent Auditor’s Report:

Referred to in Paragraph 1 under the heading of “report on other legal and regulatory requirements” of our report of even date.

We report that :

1) a) “The Group” and its Associate have maintained proper records showing full particulars, including quantitative details and situationof fixed assets.

b) All the fixed assets have been physically verified by the Management at reasonable intervals and no material discrepancieswerenoticed on such verification.

ii) a) Physical verification of inventory has been conducted at reasonable intervals by the Management of the “The Group” and itsAssociate.

b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate inrelationto the size of “TheGroup” and its Associate and the nature of the business.

c) “The Group” and its Associate are maintaining proper records of inventory and no material discrepancies were noticed by theManagement on physicalverification.

iii) “The Group” and its Associate havenot granted unsecured loans to parties covered in the Register maintained under Section 189 of theCompanies Act, 2013 (‘the Act’).

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensuratewith the size of the”The Group” and its Associate and the nature of the business, for the purchase of inventory and fixed assets and forthe sale of goods and services and during the course of audit, we have not observed any continuing failure to correct major weaknessesin internal control system.

v) “TheGroup” and its Associate have not accepted any deposits from the public.

vi) Wehave broadly reviewed the cost records maintained by the Holding Company pursuant to the Rules speciefied by the Central Governmentunder sub-section 1 of Section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records havebeen maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they areaccurate or complete.

vii) (a) According to the information and explanations given to us, “The Group”and its Associate is regular, wherever required, indepositingthe undisputed statutory dues including provident fund,employees’ state insurance, income-tax, sales-tax, wealth tax, service tax,duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.

(b) The dues of the Holding Company in respect of income tax or sales tax or wealth tax or service tax or duty of customs or duty ofexcise or value added tax or cess not deposited on account of any dispute amounts to ` 6241.98 lacs and the same are pendingbefore appropriate authorities as under:-

Nature of dues `̀̀̀̀ /Lacs FORUM WHERE THE DISPUTE IS PENDING PERIODCUSTOMS DUTY 10.16 Dy. Commissioner of Customs, Paradip 1990-91 & 2000-01

1.13 Customs Excise & Service Tax Appellate Tribunal, Kolkata 1999-2000 & 2000-01137.84 Asst. Commissioner, Central Excise, Customs & Service Tax, Balasore 1981-82, 1982-83, 1985-86, 1988-89, 1989-90, 1990-91,

1996-97, 1997-98, 1999-00, 2000-01 & 2001-0281.94 Commissioner of Central Excise, Customs and Service Tax, Bhubaneswar 1997-98 to 2001-0264.96 Commissioner of Customs (Appeals), Kolkata 1983-8461.18 Hon'ble High Court, Odisha 1995-96, 1997-988.15 Jt. Secretary (Review) MOF, GOI, CBEC, Delhi 1994-95

EXCISE DUTY 2.20 Asst. Commissioner, Central Excise, Customs & Service Tax, Balasore 1981 22.88 Central Excise & Service Tax Appellate Tribunal, 2001-02 & 2002-03

West Zone Bench, Mumbai1190.47 Customs Excise and Service Tax Appellate Tribunal, Kolkata 2007-08 & 2008-09

79.38 Commissioner (Appeal) Central Excise, Customs & Service Tax, Bhubaneswar 2005-06, 2007-08, 2008-09 & 2009-10

ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT


59


ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT

Nature of dues `̀̀̀̀ /Lacs FORUM WHERE THE DISPUTE IS PENDING PERIOD46.02 Jt. Commissioner, Central Excise, Customs & Service Tax, Bhubaneswar-1 2011-12, 2012-13 & 2013-14

1911.43 Commissioner, Central Excise, Customs & Service Tax, Bhubaneswar-II 2009-10, 2010-11, 2011-12 & 2012-13SALES TAX 25.08 Additional Commissioner, Sales Tax, Balasore 1980-81, 1981-82, 2005-06 & 2006-07

10.69 Sales Tax Tribunal, Cuttack 2000-01 & 2003-041191.61 Additional Commissioner of Sales Tax, Cuttack 1988-89, 1999-00, 2001-02, 2005-06, 2006-07, 2007-08,

2008-09, 2009-10, 2010-11 & 2011-12832.78 Commssionr of Sales Tax, Central Zone, Cuttack 2007-08

0.45 Asst. Commissioner, Commercial Taxes, Balasore 1999-2000ROYALTY 24.48 Dy. Director Mines, J.K. Road (Odisha) 2002-03, 2003-04, 2008-09 & 2009-10

38.82 Hon'ble High Court, Odisha 2009-10 & 2010-11ENTRY TAX 231.83 Additional Commissioner of Sales Tax, Central Zone, Cuttack 2007-08INTEREST 251.86 Hon'ble High Court, Odisha 2007-08DEMAND 16.64 Dy. Director Mines, J.K. Road (Odisha) 2008-09 & 2009-10GRAND TOTAL 6,241.98

(c) The amount required to be transferred to investor education and protection fund by the Holding Companyhas been transferredwithin the stipulated time in accordance with the provisions of the Companies Act, 1956 and the rules made thereunder.

(viii) The Holding Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in thefinancial year and in the immediately preceding financial year. Its subsidiary company “Facor Power Ltd.” has accumulated losses whichare not less than fifty percent of its net worth and also it has incurred cash losses during the current financial year as well as itsimmediately preceeding financial year.

(ix) “The Group” has not defaulted in repayment of dues to financial institution or bank or debenture-holders. However, there are certainmarginal delays in payment of dues to financial institutions and Bank by Facor Power Ltd., a subsidiary company.

(x) “The Group” has not given any guarantee for loans taken by others from bank or financial institution, the terms and conditions whereofare prejudicial to the interest of “The Group”.

(xi) The term loans raised by “The Group” have been applied for the purpose for which the loans were obtained.

(xii) According to the information and explanations given to us, no material fraud on or by “The Group” and its Associate has been noticed orreported during the year.






59

CONSOLIDATED ACCOUNTS

(`̀̀̀̀ in lacs)

Particulars Note As at As atNos. 31st March, 2015 31st March, 2014

----------------------- ---------------------------------------------------------------------- --------------------------------------------------------------------EQUITY AND LIABILITIES

Shareholders’ FundsShare Capital ................................................................. 2 1,852.68 1,852.68Reserves and Surplus ................................................... 3 12,471.17 14,188.18

------------------------------------------ ------------------------------------------14,323.85 16,040.86

Minority Interest ......................................................... 706.45 1,212.78Non-Current LiabilitiesLong-Term Borrowings .................................................. 4 51,160.35 45,648.40Deferred Tax Liabilities (Net) ......................................... 216.36 145.77Other Long-Term Liabilities ........................................... 5 665.44 632.48Long-Term Provisions .................................................... 6 1,591.84 1,534.25

------------------------------------------ ------------------------------------------53,633.99 47,960.90

Current LiabilitiesShort-Term Borrowings ................................................. 7 7,047.07 8,683.19Trade Payables ............................................................... 8 6,214.20 7,500.54Other Current Liabilities ................................................ 9 14,975.81 16,680.35Short-Term Provisions ................................................... 10 536.18 196.16

------------------------------------------ ------------------------------------------28,773.26 33,060.24

------------------------------------------ ------------------------------------------TOTAL 97,437.55 98,274.78

================================ ================================ASSETS

Non-Current AssetsFixed AssetsTangible Assets .............................................................. 11 63,636.66 64,964.18Intangible Assets ........................................................... 11 5,162.73 3,712.28Capital Work-in-Progress .............................................. 11 10,193.88 8,022.13

------------------------------------------ ------------------------------------------........................................................................................ 78,993.27 76,698.59Non-Current Investments .............................................. 12 8.65 14.86Long-Term Loans and Advances .................................. 13 1,466.96 1,896.88Other Non- Current Assets ............................................ 14 149.80 146.71

------------------------------------------ ------------------------------------------80,618.68 78,757.04

Current AssetsInventories ...................................................................... 15 10,272.19 9,531.73Trade Receivables ......................................................... 16 1,536.16 4,076.05Cash and Cash Equivalents .......................................... 17 374.83 345.74Short-Term Loans and Advances ................................. 18 4,497.88 5,388.96Other Current Assets ..................................................... 19 137.81 175.26

------------------------------------------ ------------------------------------------16,818.87 19,517.74

------------------------------------------ ------------------------------------------TOTAL 97,437.55 98,274.78

================================ ================================Significant Accounting Policies ............................................. 1Notes on Financial Statements ............................................. 2 to 35





CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2015


59



(`̀̀̀̀ in lacs)

Note Year Ended Year EndedNos. 31st March, 2015 31st March, 2014

----------------------- ---------------------------------------------------------------------- --------------------------------------------------------------------INCOMERevenue from Operations ..................................................... 20 60,310.28 65,196.76Other Income ......................................................................... 21 385.68 194.22

------------------------------------------ ------------------------------------------Total Revenue 60,695.96 65,390.98

EXPENSES :Cost of Materials Consumed ................................................. 22 31,353.46 34,027.36Changes in Inventories of Finished Goods andStock-in-Process .................................................................... 23 (1,240.03) (644.14)Employee Benefits Expense ................................................. 24 4,892.45 4,807.71Finance Costs ........................................................................ 25 8,145.45 5,693.25Depreciation and Amortisation Expense .............................. 26 2,178.74 2,862.78Other Expenses ..................................................................... 27 18,800.14 19,128.16

------------------------------------------ ------------------------------------------Total Expenses ................................................................... 64,130.21 65,875.12

------------------------------------------ ------------------------------------------Profit/(Loss) Before Tax ......................................................... (3,434.25) (484.14)

Tax ExpensesCurrent Tax ............................................................................. 580.84 1,260.90Tax for Earlier Years ............................................................... (101.93) (35.86)Deferred Tax ........................................................................... 70.59 (64.76)

------------------------------------------ ------------------------------------------549.50 1,160.28

------------------------------------------ ------------------------------------------Profit/(Loss) after Tax but before share of Profit / Loss ....... (3,983.75) (1,644.42)from Associate & Minority InterestShare of Profit / (Loss) from Associate After Tax ................. (1.21) (0.06)Minority Interest ..................................................................... (816.96) (666.46)

------------------------------------------ ------------------------------------------Profit/(Loss) for the year ........................................................ (3,168.00) (978.02)

================================ ================================

Earning per equity share of face value of ` 1/- eachBasic and Diluted ( in ` ) ....................................................... 28 (1.71) (0.53)

Significant Accounting Policies ............................................. 1

Notes on Financial Statements ............................................. 2 to 35





CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015



59


(`̀̀̀̀ in lacs)

2014-15 2013-14---------------------------------------------------------------------- --------------------------------------------------------------------

(A) CASH FLOW FROM OPERATING ACTIVITIES :Net Profit before tax ................................................................................ (3,434.25) (484.14)Add : Income from associate after Tax ................................................. (1.21) (0.06)

Adjustment for:Depreciation .............................................................................................. 2,235.52 2,914.94Exchange difference on translation (Net) ................................................. 4.58 (18.90)Interest and Dividend Income ................................................................... (152.69) (160.89)Finance Costs ........................................................................................... 8,145.45 5,693.25Sale of project scrap ................................................................................. (24.81) (2.61)Rental Income ........................................................................................... - (0.80)Profit/Loss on Sale of Fixed Assets (Net) ................................................ (11.96) 13.39

--------------------------------------------- ---------------------------------------------10,196.09 8,438.38

--------------------------------------------- ---------------------------------------------Operating Profit before Working Capital Changes ............................. 6,760.63 7,954.18Adjustment for:Trade and Other Receivables ................................................................... 3,798.74 420.20Inventories ................................................................................................. (740.46) (1,274.30)Trade Payables .......................................................................................... (2,888.77) 5,235.30Others ........................................................................................................ 16.40 1.99

--------------------------------------------- ---------------------------------------------185.91 4,383.19

--------------------------------------------- ---------------------------------------------Cash Generated from Operations ......................................................... 6,946.54 12,337.37Direct Taxes Paid/Adjusted ....................................................................... (93.56) (1,220.62)

--------------------------------------------- ---------------------------------------------(93.56) (1,220.62)

--------------------------------------------- ---------------------------------------------Net Cash Flow from Operating Activities ................................................. 6,852.98 11,116.75

(B) CASH FLOW FROM INVESTING ACTIVITIES:Purchase of Fixed Assets and Capital work in progress ......................... (3,082.07) (8,679.08)Addition to Intangibles ............................................................................... (1,466.10) (1,258.35)Sale of Fixed Assets ................................................................................. 25.40 11.07Sale of Investments ................................................................................... 6.21 0.06Interest and Dividend Income ................................................................... 190.82 123.16

--------------------------------------------- ---------------------------------------------Net Cash Flow used in Investing Activities .............................................. (4,325.74) (9,803.14)

(C) CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from Long and Short Term Borrowings .................................... 3,875.83 3,157.92Other Non- Current Assets ....................................................................... (3.09) (2.58)Finance Costs Paid ................................................................................... (8,145.45) (5,693.25)Miscellaneous Expenditure/Income .......................................................... 24.81 3.41

--------------------------------------------- ---------------------------------------------Cash Flow used in Financing Activities .................................................... (4,247.90) (2,534.50)

Adjustment to networth on consolidationi) Foreign Currency Translation Reserve ............................................ 0.05 (6.30)ii) Adjustment to minority interest ........................................................ 300.00 -iii) Adjustment on account of consolidation .......................................... 1,466.10 1,766.15 1,258.35 1,252.05

--------------------------------------------- ---------------------------------------------Net Cash Flow (used in) /from Financing Activities ................................. (2,481.75) (1,282.45)Net Increase/(Decrease) in Cash and Cash Equivalents ................... 45.49 31.16

--------------------------------------------- ---------------------------------------------Opening Balance of Cash and Cash Equivalents ............................... 120.02 88.86Closing Balance of Cash and Cash Equivalents ................................ 165.51 120.02

--------------------------------------------- ---------------------------------------------Net Increase/(Decrease) in Cash and Cash Equivalents ................... 45.49 31.16

=================================== ===================================





CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015


59


CONSOLIDATED ACCOUNTS1. SIGNIFICANT ACCOUNTING POLICIES

(A) Basis of Preparation of Consolidated Financial StatementsThese Consolidated Financial Statements have been prepared under the historical cost convention on accrual basis of accountingin accordance with the generally accepted accounting principles and the provisions of the Companies Act, 2013, as adoptedconsistently by the Company.

(B) Principles of Consolidationa) The Consolidated Financial Statements present the consolidated Accounts of Ferro Alloys Corporation Limited and its following

subsidiariesand associate companies in terms of Accounting Standard 21 & Accounting Standard 23 notified pursuant to theCompanies (Accounting Standards) Rules, 2006, (as amended).

Subsidiary Companies

Sl. No. Name of the Subsidiary Proportion of ownership Country of Incorporation& Voting Power

1. Facor Realty and Infrastructure Ltd. (FRIL) 100.00% India2. Facor Power Limited (FPL) 86.09% India3. Facor Energy Limited (FEL) 100.00% Guernsey

Associate Company

Sl. No. Name of the Subsidiary Proportion of ownership Country of Incorporation& Voting Power

1. Boula Platinum Mining Private Limited 30.00% India

FPL is engaged in generation and supply of Power and is setting up a 100 MW (2*5OMW) Thermal Power Plant at Bhadrak,Odisha. It has commencedcommercial production from 1st October, 2011 from 1st Turbine of 50 MW and 1st Boiler. The secondphase of the Project (2nd Turbine of 50 MW and 2nd Boiler) has been commissioned and synchronized on 11th March, 2014.FRIL and FEL have not yet commenced business.

b) The financial statements of the Company and its subsidiaries have been consolidated on a line-by-line basis adding togetherthe book value of like items of assets, liabilities, income and expenses, after eliminating intra-group balances, intra grouptransactions and any unrealized profits.

c) The consolidated financial statements have been prepared using accounting policies for like transactions and are presented,to the extent possible, in the same manner as the company’s separate financial statements.

d) The financial statements of FEL have been prepared in accordance with United Kingdom Generally Accepted AccountingPrinciples (UK GAAP). This subsidiary is not significant as compared to the Company’s consolidated operations and hence,the impact thereof, if any, on account of any difference to the Indian Generally Accepted Accounting Principles (IGAAP) is notmaterial.

e) In translating the financial statements of the non-integral foreign subsidiary for incorporation in the consolidated financialstatements, the assets and liabilities, both monetary and non-monetary are translated at the closing rate; income and expensesitems are translated at average exchange rate; and all resulting exchange differences are accumulated in foreign currencytranslation reserve.

f) The difference between the cost of investment in the subsidiaries, over the net assets at the time of acquisition of shares in thesubsidiaries is recognized in financial statements as Goodwill or Capital Reserve as the case may be.

g) Minority Interest’s share of net profit of consolidated subsidiaries for the year is identified and adjusted against the income ofthe group in order to arrive at the net income attributable to shareholders of the Company.

h) Minority interest’s share of net assets of consolidated subsidiaries is identified and presented in the consolidated balancesheet separate from liabilities and the equity of the Company’s shareholders.

i) Investments in Associate Company has been accounted under the equity method as per (AS 23) – “Accounting for Investmentsin Associates in Consolidated Financial Statements”.

j) The difference between the cost of investments in the associates and the share of net assets at the time of acquisition ofshares in the associates is identified in the financial statements as Goodwill or Capital Reserve as the case may be.

(C) Investments other than in subsidiaries have been accounted as per Accounting Standard (AS) 13 on “Accounting for Investments”.

(D) Other Significant Accounting Policies;

These are set out under the head “Significant Accounting Policies” of the company & the subsidiaries. Differences in accountingpolicies followed by the other entities have been reviewed and no adjustments have been made, since the impact of these differencesis not significant.

NOTES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015



59


(E) Notes to these consolidated financial statements are intended to serve as a means of informative disclosure and a guide to betterunderstanding. Recognising this purpose, the Company has disclosed only such notes from the individual financial statements,which fairly present the needed disclosure.

(F) Consolidated Deferred taxes are same as deferred tax of standalone Ferro Alloys Corporation Limited.(`̀̀̀̀ in lacs)


---------------------------------------------------------------------- --------------------------------------------------------------------2. SHARE CAPITAL

Authorised Share Capital:220,000,000 (Previous Year - 220,000,000) Equity Shares of ` 1/- each ................. 2,200.00 2,200.00800,000 (Previous Year - 800,000) 0.01% Redeemable Preference ................. 800.00 800.00

Shares of ` 100/- each------------------------------------------ ------------------------------------------

TOTAL 3,000.00 3,000.00------------------------------------------ ------------------------------------------

Issued, Subscribed and Paid up:185,268,241 (Previous Year - 185,268,241) Equity Shares of ` 1/- each ................. 1,852.68 1,852.68

fully paid up------------------------------------------ ------------------------------------------

TOTAL 1,852.68 1,852.68------------------------------------------ ------------------------------------------

2.1 The details of Shareholders holding more than 5% shares :

Name of the Shareholder As at 31st March, 2015 As at 31st March, 2014

No. of Shares % held No. of Shares % held

Rai Bahadur Shreeram and Company Private Limited ......................... 69,448,883 37.49% 69,448,883 37.49%Mohinidevi Umashankar Saraf ............................................................... 15,672,291 8.46% 15,672,291 8.46%

2.2 The reconciliation of number of shares outstanding at the beginning and at the end of the reporting period:

Particulars As at 31st March, 2015 As at 31st March, 2014

No. of Shares No. of Shares

Shares outstanding at the beginning of the year .................................. 185,268,241 185,268,241Shares issued during the year ............................................................... - -Shares bought back during the year ...................................................... - -Shares outstanding at the end of the year ............................................ 185,268,241 185,268,241

2.3 Terms/rights attached to Equity Shares:The Company has only one class of Equity Shares having a par value of ` 1/- per share. The Equity Shares have equal rights, preferencesand restrictions which are in accordance with the provisions of law, in particular the Companies Act, 2013.

(`̀̀̀̀ in lacs)


---------------------------------------------------------------------- --------------------------------------------------------------------3. RESERVES AND SURPLUS

Capital Reserve:Balance as at the beginning and end of the year 439.24 439.24Foreign Currency Translation Reserve:Balance as at the beginning of the year (9.12) (2.82)Add: Movement during the year 0.05 (6.30)

------------------------------------------ ------------------------------------------Balance as at the end of the year (9.07) (9.12)General Reserve:Balance as at the beginning of the year 17,100.00 12,100.00Add : Transferred from Statement of Profit & Loss 2,100.00 5,000.00

------------------------------------------ ------------------------------------------Balance as at the end of the year 19,200.00 17,100.00



59



(`̀̀̀̀ in lacs)


---------------------------------------------------------------------- --------------------------------------------------------------------Statement of Profit and LossBalance as at the beginning of the year ................................................ (3,341.94) 1,517.71Add: Profit/(Loss) for the year ................................................................ (3,168.00) (978.02)Less: Depreciation adjustment from Opening Retained Earnings ....... 4.53 -Transferred to Goodwill on Consolidation ............................................. 1,466.10 1,258.35Change in Minority Interest .................................................................... 10.63 139.98

Appropriations:Transferred to General Reserve ............................................................. 2,100.00 5,000.00

------------------------------------------ ------------------------------------------3,581.26 6,398.33

------------------------------------------ ------------------------------------------(3,817.06) (4,859.65)------------------------------------------ ------------------------------------------

Balance as at the end of the year .......................................................... (7,159.00) (3,341.94)------------------------------------------ ------------------------------------------

TOTAL 12,471.17 14,188.18------------------------------------------ ------------------------------------------

4. LONG-TERM BORROWINGSSecuredFrom Banks & Financial Institution : Rupee Term Loan Account- From Banks (Refer Note 4.1) ............................................................... 265.61 1,865.26- From Rural Electrification Corporation Limited (Refer Note 4.2 (a) and (b)) 47,965.46 42,458.18

------------------------------------------ ------------------------------------------48,231.07 44,323.44

UnsecuredFrom related parties (Refer Note 4.3) .................................................... 1,594.71 769.71Others ...................................................................................................... 1,330.00 540.00

------------------------------------------ ------------------------------------------2,924.71 1,309.71

Deferred payment liabilities (Refer Note 4.4 (a) and (b)) ..................... 4.57 15.25------------------------------------------ ------------------------------------------

2,929.28 1,324.96------------------------------------------ ------------------------------------------

TOTAL 51,160.35 45,648.40------------------------------------------ ------------------------------------------

4.1 Loan of ` Nil (Previous Year ` 1,414.58 lacs) Secured by first pari passu charge on fixed assets of the Company and second charge oncurrent assets and guaranteed by two Directors.- Loan of ` 265.61 lacs (Previous Year ` 450.68 lacs) Secured by hypothecation of Metal Recovery Plant and second pari-passu

charge on other fixed assets of the company and guarateed by two directors.- Terms of repayment : Payable in equal quarterly instalments

4.2 (a) Loan of ` 47,965.46 lacs (Previous Year ` 42,458.18 lacs) from Rural Electrification Corporation Limited (REC) is secured by firstcharge on all present & future immoveable properties, moveable fixed assets including lease hold land, project assets, book debts,commission recivables, intangibles, goodwill, uncalled capital, Turst & Retention Account. It is further secured by first charge on allinsurance contracts / insurance proceeds including the insurance contracts related to the project within a period of six months fromthe date of initial disbursement and contractors guarantee, performance bond & letter of credit. Pledge of 91.30% (previous year76%) fully paid up share capital of the project as collateral security and and personal guarantee of two Promoter Directors.

(b) Term loan from REC is re-payable in 44 equal quarterly instalment. Interest of ` 2,476.96 lacs due on term loan is outstanding forthe period September 30, 2014 to March 30, 2015 (Previous Year ` 3,155.97 lacs for the period September 30, 2013 to March 30,2014).

4.3 Terms of repayment : Payable after 31st March, 2016

4.4 (a) Vehicle loan is secured against hypothecation of sepecified vehicles.(b) Terms of repayment : Payable in equal monthly instalments.




59


(`̀̀̀̀ in lacs)


---------------------------------------------------------------------- --------------------------------------------------------------------5. OTHER LONG-TERM LIABILITIES ............................................................ 665.44 632.48

------------------------------------------ ------------------------------------------TOTAL 665.44 632.48

------------------------------------------ ------------------------------------------

6. LONG-TERM PROVISIONSProvision for Employee Benefits:P.L.Encashment (Unfunded) .......................................................................... 316.51 309.43Gratuity .............................................................................................. 24.97 16.20Others .............................................................................................. 1,250.36 1,208.62

------------------------------------------ ------------------------------------------TOTAL 1,591.84 1,534.25

------------------------------------------ ------------------------------------------

7. SHORT-TERM BORROWINGSFrom Banks : (Secured)Cash Credit / Packing Credit Accounts (Refer Note 7.1 & 7.2) .................... 5,618.06 5,762.92Bills Discounted (Refer Note 7.1 & 7.2) ......................................................... 829.01 1,929.88

------------------------------------------ ------------------------------------------6,447.07 7,692.80

Unsecured :From Related Parties ...................................................................................... 500.00 523.89Others .............................................................................................. 100.00 -Deposits .............................................................................................. - 466.50

------------------------------------------ ------------------------------------------TOTAL 7,047.07 8,683.19

------------------------------------------ ------------------------------------------

7.1 Cash Credit facility of ` 1,517.26 lacs (Previous Year ` 1,520.07 lacs) from Central Bank of Indiais secured against the pari-passu first charge on all the assets, present & future and personalGuarantee of two Promoter Directors.This Cash Credit facility is payable on demand.

7.2 Balance Cash Credit / Packing Credit / Bills Discounted facility of ` 4,929.81 lacs (Previous Year` 6,172.73 lacs) is secured by hypothecation of stocks of raw-materials, finished products, bookdebts, and other receivables and by way of second charge on fixed assets of the Company bydeposit of title deeds in respect of immovable properties and guaranteed by two Directors. Thisis payable on demand.

8. TRADE PAYABLESTrade Payables ................................................................................................ 6,214.20 7,500.54

------------------------------------------ ------------------------------------------TOTAL 6,214.20 7,500.54

------------------------------------------ ------------------------------------------

9. OTHER CURRENT LIABILITIESCurrent maturities of long-term debts -Rupee Term Loan from Banks & Financial Institution (Secured) ................. 4,235.65 6,104.18Deferred payment liabilities ............................................................................ 10.69 18.33Interest accrued but not due on borrowings .................................................. 87.41 30.26Interest accrued and due on borrowings ....................................................... 2,508.13 3,208.80Unpaid dividends ............................................................................................ 13.88 18.32Other payables* .............................................................................................. 8,120.05 7,300.46

------------------------------------------ ------------------------------------------TOTAL 14,975.81 16,680.35

------------------------------------------ ------------------------------------------*Includes statutory dues, security deposits and advance from customers.



59



(`̀̀̀̀ in lacs)


---------------------------------------------------------------------- --------------------------------------------------------------------10. SHORT-TERM PROVISIONS

Provision for Employee Benefits:P.L.Encashment (Unfunded) .......................................................................... 152.26 139.96Gratuity .............................................................................................. 2.18 1.77For Taxation ................................................................................................ 381.74 54.43

------------------------------------------ ------------------------------------------TOTAL 536.18 196.16

------------------------------------------ ------------------------------------------

11. FIXED ASSETS (`̀̀̀̀ in lacs)

Particulars GROSS BLOCK AT COST DEPRECIATION NET BLOCK

As at Additions/ Deductions/ As at Upto For the Deductions/ Upto As at As at1.04.2014 Adjustments Adjustments 31.03.2015 1.04.2014 Year Adjustments 31.03.2015 31.03.2015 31.03.2014

(I) Tangible AssetsLand Leased 135.55 - - 135.55 2.82 1.13 - 3.95 131.60 132.73Land Freehold 3,135.58 11.35 5.50 3,141.43 - - - - 3,141.43 3,135.58Buildings 13,031.93 90.87 - 13,122.80 2,342.18 395.78 - 2,737.96 10,384.84 10,689.75Roads and Drains 1,065.06 45.92 - 1,110.98 174.96 92.07 - 267.03 843.95 890.10Railways Sidings 2,760.94 16.85 - 2,777.79 110.13 183.61 - 293.74 2,484.05 2,650.81Plant and Machinery 56,529.96 628.16 2.16 57,155.96 9,893.81 1,395.70 0.40 11,289.11 45,866.85 46,636.15Office and Other Equipments 664.70 69.74 2.71 731.73 395.89 47.06 (1.96) 444.91 286.82 268.81Furniture and Fixtures 278.61 47.36 1.21 324.76 169.12 16.05 0.17 185.00 139.76 109.49Vehicles 1,117.99 0.07 43.86 1,074.20 667.23 88.47 38.86 716.84 357.36 450.76

78,720.32 910.32 55.44 79,575.20 13,756.14 2,219.87 37.47 15,938.54 63,636.66 64,964.18

Previous Year 52,005.37 26,763.18 48.23 78,720.32 11,399.40 2,380.51 23.77 13,756.14 64,964.18

(II) Intangible Assets:Goodwill 9,041.02 1,466.10 - 10,507.12 5,328.74 15.65 - 5,344.39 5,162.73 3,712.28

Previous Year 7,782.67 1,258.35 - 9,041.02 4,794.30 534.44 - 5,328.74 3,712.28

Capital Work-in-Progress: 10,193.88 8,022.13

Total 78,993.27 76,698.59

(`̀̀̀̀ in lacs)


---------------------------------------------------------------------- --------------------------------------------------------------------12. NON-CURRENT INVESTMENTS

Trade Investments : (At Cost)In Equity Shares of Other Companies - Quoted, fully paid up500,000 (Previous Year - 500,000) Facor Alloys Limited of ` 1 each ........ 5.00 5.00

Nil (Previous Year - 500,000) Facor Steels Limited of ` 1 each ....... - 5.00------------------------------------------ ------------------------------------------

5.00 10.00In Equity Shares of Associate Company - Unquoted, fully paid up466,164 (Previous Year - 466,164) Boula Platinum Mining 4.66 4.66

Pvt. Ltd. of ` 1 each (Refer Note 12.2)Add: Share of Profit / (Loss) net ................................................... (2.51) (1.30)

------------------------------------------ ------------------------------------------2.15 3.36

In Government Securities : Unquoted6 Years National Savings Certificates ............................................................ 1.45 1.457 Years National Savings Certificates ............................................................ 0.05 1.50 0.05

------------------------------------------ ------------------------------------------1.50

------------------------------------------ ------------------------------------------TOTAL 8.65 14.86

------------------------------------------ ------------------------------------------




59


(`̀̀̀̀ in lacs)


---------------------------------------------------------------------- --------------------------------------------------------------------12.1 Aggregate cost of Quoted Investments ............................................................................. 5.00 10.00

Market Value of Quoted Investments ................................................................................. 4.40 9.25Aggregate amount of Unquoted Investments .................................................................... 3.65 4.86

12.2 Goodwill arising at acquisition is limited to acquisition value of ` 4.66 Lacs

13. LONG-TERM LOANS AND ADVANCES(Unsecured and Considered Good)Capital Advance .................................................................................................................. 383.39 123.37Security Deposits ................................................................................................................ 1,080.32 1,765.44Prepaid Expenses ............................................................................................................... 3.25 8.07

------------------------------------------ ------------------------------------------TOTAL 1,466.96 1,896.88

------------------------------------------ ------------------------------------------

14. OTHER NON-CURRENT ASSETSUnamortised Expenses ...................................................................................................... 149.80 146.71

------------------------------------------ ------------------------------------------TOTAL 149.80 146.71

------------------------------------------ ------------------------------------------

15. INVENTORIES(As per Inventory taken, valued and as certified by the Management)(At cost unless otherwise stated)Raw Materials (includes in transit ` 611.50 lacs, Previous Year ` 813.62 lacs) .............. 3,939.21 4,385.27Stock-in-Process (At Cost or Net realisable value whichever is lower) ........................... 219.28 178.58Finished Goods (At Cost or Net realisable value whichever is lower) ............................. 5,663.09 4,463.76Stores and Spare Parts (includes in transit ` 22.31 lacs Previous Year ` 10.56 lacs) .... 411.57 472.98Loose Tools .................................................................................................................... 39.04 31.14

------------------------------------------ ------------------------------------------TOTAL 10,272.19 9,531.73

------------------------------------------ ------------------------------------------

16. TRADE RECEIVABLES(Unsecured and Considered Good)Over six months .................................................................................................................. 42.43 41.17Others .................................................................................................................. 1,493.73 4,034.88

------------------------------------------ ------------------------------------------TOTAL 1,536.16 4,076.05

------------------------------------------ ------------------------------------------

17. CASH AND CASH EQUIVALENTSCash in hand .................................................................................................................. 15.60 15.92Cheques in Hand ................................................................................................................ - 1.95

With Scheduled Banks:In Current Accounts ............................................................................................................ 149.91 102.15In Current Accounts- For Unpaid Dividend ....................................................................... 14.28 19.17

In Fixed Deposit Accounts :Bank Deposits (held as margin money/ security deposits) .............................................. 184.64 206.15

Bank Deposits (With original maturity of more than three months .................................. 10.00 -but less than twelve months)

Bank Deposits ( held as a margin money/ security deposits ........................................... 0.40 0.40and having original maturity more than 12 months)

------------------------------------------ ------------------------------------------TOTAL 374.83 345.74

------------------------------------------ ------------------------------------------



59



17.1 Bank deposits of ` 54.06 lacs (Previous Year ` 54.06 lacs) have been deposited with Executive Engineer, Salandi Canal Division,Bhadrak as advance water charges to be adjusted against water charges payable in case of default.

17.2 Bank deposits of ` 130.58 lacs (Previous Year ` 152.09 lacs) represent margin money for Bank Guarantees and Letter of Credits issuedby Bank.

17.3 An amount of ` 0.40 lacs (Previous Year ` 0.40 lacs) has been deposited with Mining Department, Odisha

(`̀̀̀̀ in lacs)


---------------------------------------------------------------------- --------------------------------------------------------------------

18. SHORT- TERM LOANS AND ADVANCES(Unsecured and Considered Good)Loans and Advances to Related Parties ........................................................................... 19.68 15.69Others .................................................................................................................................. 4,478.20 5,373.27

------------------------------------------ ------------------------------------------TOTAL 4,497.88 5,388.96

------------------------------------------ ------------------------------------------

19. OTHER CURRENT ASSETSInterest accrued on Deposits ............................................................................................. 99.33 137.46Claims Recoverable ............................................................................................................ 1.93 1.93Unamortised Expenses ...................................................................................................... 36.55 35.87

------------------------------------------ ------------------------------------------TOTAL 137.81 175.26

------------------------------------------ ------------------------------------------


---------------------------------------------------------------------- --------------------------------------------------------------------20. REVENUE FROM OPERATIONS

Sale of products, less returns ............................................................................................ 62,975.00 64,729.46Less: Excise Duty ............................................................................................................... 3,865.58 1,383.34

------------------------------------------ ------------------------------------------59,109.42 63,346.12

Add: Export Incentives ........................................................................................................ 1,200.86 1,850.64------------------------------------------ ------------------------------------------

TOTAL 60,310.28 65,196.76------------------------------------------ ------------------------------------------

Gross Sales


---------------------------------------------------------------------- --------------------------------------------------------------------

20.1 PARTICULARS OF SALE OF PRODUCTSFerro Alloys ......................................................................................................................... 50,743.35 51,667.48Chrome Ore ........................................................................................................................ 12,165.28 12,954.84Power ................................................................................................................................... 40.10 83.21Off Grade / By-products ..................................................................................................... 26.27 23.93

------------------------------------------ ------------------------------------------TOTAL 62,975.00 64,729.46

------------------------------------------ ------------------------------------------




59


(`̀̀̀̀ in lacs)


---------------------------------------------------------------------- --------------------------------------------------------------------21. OTHER INCOME

Interest Income:Interest on Deposits ............................................................................................................ 26.51 31.22Other Interest ...................................................................................................................... 126.18 129.67Miscellaneous receipts ....................................................................................................... 21.73 45.42Profit /( Loss) on Fixed Assets Sold/Discarded (Net) ....................................................... 11.96 (13.39)Profit /( Loss) on sale of Investments ................................................................................ (2.45) -Foreign Exchange Gain ...................................................................................................... 164.72 -Liabilities/Provisions no longer required written back (Net) ............................................. 12.22 (2.11)Sale of project scrap ........................................................................................................... 24.81 2.61Rental Income ..................................................................................................................... - 0.80

------------------------------------------ ------------------------------------------TOTAL 385.68 194.22

------------------------------------------ ------------------------------------------

22. COST OF MATERIALS CONSUMEDOpening stock of Materials ................................................................................................. 4,372.67 3,614.13Add: Purchases ................................................................................................................... 30,906.31 34,785.90

------------------------------------------ ------------------------------------------35,278.98 38,400.03

Less: Closing stock of Materials ........................................................................................ 3,925.52 4,372.67------------------------------------------ ------------------------------------------

Cost of Materials Consumed .............................................................................................. 31,353.46 34,027.36------------------------------------------ ------------------------------------------

(`̀̀̀̀ in lacs)

23. CHANGES IN INVENTORIES OF FINISHED Year Ended Year EndedGOODS AND STOCK-IN PROCESS 31st March, 2015 31st March, 2014

---------------------------------------------------------------------- --------------------------------------------------------------------Closing stock:Finished Goods .............................................................. 5,663.09 4,463.76Stock-in-Process ............................................................ 219.28 178.58

------------------------------------------ ------------------------------------------5,882.37 4,642.34

Opening stock:Finished Goods .............................................................. 4,463.76 3,867.75Stock-in-Process ............................................................ 178.58 130.45

------------------------------------------ ------------------------------------------4,642.34 3,998.20

------------------------------------------ ------------------------------------------Decrease/(Increase) in Inventories ............................... (1,240.03) (644.14)

------------------------------------------ ------------------------------------------

(`̀̀̀̀ in lacs)


---------------------------------------------------------------------- --------------------------------------------------------------------24. EMPLOYEE BENEFITS EXPENSE

Salaries, Wages and Bonus ............................................................................................... 3,701.24 3,425.60Contribution to Provident and Other Funds ....................................................................... 440.81 534.28Welfare Expenses ............................................................................................................... 504.82 497.66Directors’ Remuneration ..................................................................................................... 245.58 350.17

------------------------------------------ ------------------------------------------TOTAL 4,892.45 4,807.71

------------------------------------------ ------------------------------------------



59



(`̀̀̀̀ in lacs)


---------------------------------------------------------------------- --------------------------------------------------------------------25. FINANCE COSTS

Interest:On Fixed Loan .................................................................................................................... 6,919.84 4,716.64On Others ............................................................................................................................ 1,211.12 930.84

------------------------------------------ ------------------------------------------8,130.96 5,647.48

Other Borrowing Costs ....................................................................................................... 14.49 45.77------------------------------------------ ------------------------------------------

TOTAL 8,145.45 5,693.25------------------------------------------ ------------------------------------------

26. DEPRECIATION AND AMORTISATION EXPENSEDepreciation ........................................................................................................................ 2,163.09 2,328.34Amortisation ........................................................................................................................ 15.65 534.44

------------------------------------------ ------------------------------------------TOTAL 2,178.74 2,862.78

------------------------------------------ ------------------------------------------

27. OTHER EXPENSESPower and Fuel ................................................................................................................... 1,694.06 2,224.18Mining, Handling and other Production Expenses ............................................................ 5,441.35 5,146.31Freight, Shipment and Sales Expenses ............................................................................ 2,490.93 2,766.10Royalty ................................................................................................................................. 2,401.68 1,875.62Stores and Spares .............................................................................................................. 387.29 331.10Works Expenses ................................................................................................................. 2,436.00 2,157.45Transport Expenses ............................................................................................................ 162.57 196.04Repairs and Maintenance to Plant and Machinery ........................................................... 1,738.36 1,191.76Repairs and Maintenance to Buildings .............................................................................. 1,147.97 1,873.47Insurance ............................................................................................................................ 68.16 68.61Rent .................................................................................................................................. 202.38 218.58Rates and Taxes ................................................................................................................. 103.73 92.09Commission and Brokerage on Sales ............................................................................... 231.15 676.86Donations ............................................................................................................................ 17.40 9.50Payments to Auditors .......................................................................................................... 18.77 17.55Directors’ Sitting Fees ......................................................................................................... 4.26 3.20Foreign Exchange Loss ...................................................................................................... - 4.88Miscellaneous Expenses .................................................................................................... 254.08 274.86

------------------------------------------ ------------------------------------------TOTAL 18,800.14 19,128.16

------------------------------------------ ------------------------------------------

28. EARNING PER SHARE BASIC AND DILUTED(i) Net Profit after Tax ...................................................................................................... (3,168.00) (978.02)(ii) Weighted average number of equity shares (Nos. in lacs) ....................................... 1,852.68 1,852.68(iii) Earning per Share: ( ` per share) .............................................................................. (1.71) (0.53)

29 Disclosure pursuant to Accounting Standard - 15 ( Revised) “Employee Benefits” :i. Defined Contribution Plan

Amount of ` 314.04 lacs (Previous Year ` 271.45 lacs) has been recognised as expense / preoperative expenses in the consolidatedstatement of Profit and Loss / CWIP during the year.

ii. Defined Benefit PlanThe following tables sets forth the status of the Gratuity, PL Encashment of the Group and the amounts recognised in the ConsolidatedBalance Sheet and Consolidated Statement of Profit & Loss:




59


(a) Reconciliation of Opening and Closing balances of the present value of the Defined Benefit Obligation :(`̀̀̀̀ in Lacs)


Gratuity PL Encashment Gratuity PL EncashmentPresent value of Defined Benefit Obligation at 1,616.28 449.40 1,408.68 403.84the beginning of the yearInterest Cost 129.25 35.91 112.83 32.48Current Service Cost 85.53 63.50 75.82 36.00Actuarial Losses/(Gains) 207.36 26.01 188.01 85.32Benefits Paid (167.33) (106.05) (169.06) (108.24)Present value of Defined Benefit Obligation at 1,871.09 468.77 1,616.28 449.40the close of the year

(b) Changes in the Fair Value of Plan Assets(`̀̀̀̀ in Lacs)


Gratuity PL Encashment Gratuity PL EncashmentFair Value of Plan Assets at the beginning of the year 1,380.61 - 1,155.12 -Add : Expected Return on Plan Assets 110.44 - 92.41 -Add/(Less) : Actuarial Gains/(Losses) 186.85 - 179.70 -Add : Contributions 242.92 - 120.00 -Less : Benefits Paid (166.18) - (166.62) -Fair Value of Plan Assets at the close of the year 1,754.64 - 1,380.61 -

(c) Amount recognised in the Consolidated Balance Sheet including a reconciliation of the present value of the defined obligation in (a)and the fair value of the plan assets in (b) to assets and liabilities recognised in the Consolidated Balance Sheet :

(`̀̀̀̀ in Lacs)


Gratuity PL Encashment Gratuity PL EncashmentPresent Value of Defined Benefit Obligation 1,871.09 468.77 1,616.28 449.40Less : Fair Value of Plan Assets 1,754.64 - 1,380.61 -Present Value of unfunded obligation 116.45 468.77 235.67 449.40

(d) Amount recognised in the Consolidated CWIP/ Consolidated Statement of Profit and Loss:(`̀̀̀̀ in Lacs)


Gratuity PL Encashment Gratuity PL EncashmentCurrent Service Cost 85.53 63.50 75.82 36.00Interest Cost 129.25 35.91 112.83 32.48Expected return on Plan Asset (110.44) - (92.41) -Net actuarial loss/(gain) 20.51 26.01 8.31 85.32Net periodic cost 124.85 125.42 104.55 153.80

(e) Actuarial Assumptions as at the Consolidated Balance Sheet date :(`̀̀̀̀ in Lacs)


Gratuity PL Encashment Gratuity PL EncashmentMortality table LIC a (1994-96) LIC a (1994-96) LIC a (1994-96) LIC a (1994-96)Discount Rate 7.75% - 8% 7.75% - 8% 8% - 9% 8% - 9%Salary Escalation Rate 5% 5% 5% 5%



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(f) Movement in net liability recognised in Consolidated Balance sheet :(`̀̀̀̀ in Lacs)


Gratuity PL Encashment Gratuity PL EncashmentOpening net liability 235.67 449.40 253.56 403.84Expenses as above 124.85 125.42 104.55 153.80Contributions Paid (244.07) (106.05) (122.44) (108.24)Closing net liability 116.45 468.77 235.67 449.40

30. Contingent Liabilities and Commitments

(I) Contingent Liabilities :(a) Claims against the Company not acknowledged as debts, since disputed ` 6,054.31 lacs (Previous Year ` 4,878.39 lacs).

Amounts already paid under protest ` 379.61 lacs (Previous Year ` 352.83 lacs) have been debited to Advance Account.(b) Counter guarantees in favour of Consortium Banks in respect of their outstanding with Facor Steels Limited. Due to the nature

of the liability, its financial impact is not ascertainable.(c) Bank Guarantees outstanding at the year end ` 528.19 lacs (Previous Year ` 339.05 lacs).

(II) Capital and other Commitments:(a) Estimated amount of contracts on Capital Account remaining to be executed and not provided for in accounts ` 986.56 lacs

(Previous Year ` 2,173.56 lacs).

31. Details on Segment Reporting :

(`̀̀̀̀ in lacs)

DESCRIPTION FERRO ALLOYS CHROME ORE POWER OTHERS CONSOLIDATEDTOTAL

2014-15 2013-14 2014-15 2013-14 2014-15 2013-14 2014-15 2013-14 2014-15 2013-14

1) REVENUE

External Sales 47,560.16 51,009.80 - 2,821.80 40.10 83.21 - - 47,600.26 53,914.81

Inter Segment Sales - - 11,509.16 9,431.31 12,041.55 12,346.04 - - 23,550.71 21,777.35

Total Revenue 47,560.16 51,009.80 11,509.16 12,253.11 12,081.65 12,429.25 - - 71,150.97 75,692.16

2) RESULT

Segment Result before Interest & Tax 3,958.02 4,920.32 152.90 883.57 617.21 (573.52) (16.93) (21.26) 4,711.20 5,209.11

Unallocated Expenses

Finance Costs (1,268.84) (1,221.19) (385.97) (286.13) (6,490.64) (4,185.93) - - (8,145.45) (5,693.25)

Tax Expense (549.50) (1,160.28)

Profit / (Loss) from ordinary activities (3,983.75) (1,644.42)

Extraordinary Loss - -

NET PROFIT / (LOSS) (3,983.75) (1,644.42)

3) OTHER INFORMATION

Segment Assets 8,773.50 9,179.38 17,461.80 19,748.89 66,623.45 66,444.86 15.84 18.53 92,874.59 95,391.66

Unallocated Corporate Assets 21,917.42 18,734.00

Total Assets 114,792.01 114,125.66

Segment Liabilities 10,175.39 9,316.73 4,359.04 4,277.97 8,678.11 9,560.28 19.45 23.14 23,231.99 23,178.12

Unallocated Corporate Liabilities 611.98 218.52

Total Liabilities 23,843.97 23,396.64

Capital Expenditure 173.37 927.73 863.77 495.96 2,044.93 7,255.40 - - 3,082.07 8,679.09

Depreciation / Amortisation 292.12 504.22 260.29 474.55 1,683.11 1,936.18 - - 2,235.52 2,914.95

Non Cash expenditure otherthan Depreciation / Amortisation 1.97 4.76 0.17 11.11 - - - - 2.14 15.87




59


32 Related Party Disclosure:-I List of related parties:-

A Enterprise, over which key management personnel and their relatives exercise significant influence, with whom transactions havetaken place during the year :1 Boula Platinum Mining Pvt. Ltd. - Associate 2 Facor Alloys Limited3 Facor Steels Limited 4 Rai Bahadur Shreeram and Company Private Limited5 Shri Durgaprasad Saraf Charitable Trust 6 Shreeram Shipping Services Pvt. Ltd.7 Shreeram Durgaprasad Ores Pvt. Ltd. 8 Smt. Godavari Devi Saraf Janseva Trust9 Saraf Enterprises (Pvt.) Ltd. 10 Saraf Bandhu Pvt. Ltd.11 Facor Solar Limited 12 Facor Energy India Ltd.13 Vineet Infin Private Limited

B Key Management Personnel :a) Directorsi) R.K. Saraf Chairman & Managing Directorii) Manoj Saraf Managing Directoriii) Vinod Saraf (Up to 24-07-2014) Joint Managing Directoriv) Rohit Saraf Joint Managing Directorv) Ashish Saraf Joint Managing Directorvi) Vineet Saraf Executive Directorvii) Yogesh Saraf Executive Director

b) Executive Officersi) Vinod Saraf (w.e.f. 01-08-2014) Presidentii) O P Banka Director (Finance) & C F Oiii) Ritesh Chaudhry GM (Legal) & Co. Secretaryiv) Raju Thapar General Manager (F&A) & Co. Secretary

C Relative of a Key Management Personnel :i) Mrs. Priti Rohit Sarafii) Mrs. Sunanda Devi Saraf

II Transactions with Related Parties during the period ended 31-03-2015 in the ordinary course of business.(`̀̀̀̀ in lacs)

Particulars With Enterprise With Key Managementwhere Significant Personnel &influence exists Relatives

2014-15 2013-14 2014-15 2013-14i) Sale of Goods - 3,026.12 - -ii) Rent paid/(received) 90.54 88.26 41.50 42.00iii) Interest paid 167.72 121.21 - -iv) Electricity Charges Paid 9.19 - - -v) Maintenance Charges Paid 6.82 -vi) Sale of Investment 2.55 -vii) Donation paid - 2.00 - -viii) Short term Loan & Advances given 4.00 (0.11) - -ix) Clearing & forwarding and other service charges 7.91 16.20 - -x) Long Term Borrowings 825.00 (410.00) - -xi) Other Current Liabilities (1,378.36) 1,337.18 - -xii) Director’s remuneration - - 255.03 361.75xiii) Executive Officers Remuneration - - 84.42 26.19xiv) Investments (5.00) - - -xv) Reimbursement of expenses 5.57 0.62 - -



59



(`̀̀̀̀ in lacs)

Particulars With Enterprise With Key Managementwhere Significant Personnel &influence exists Relatives

2014-15 2013-14 2014-15 2013-14xvi) Short term Borrowings - 500.00 - -xvii) Personal Guarantee - - 10,172.00 13,872.00xviii) Balances outstanding at the year end

a) Short Term Loan & Advances 27.28 20.73 - -b) Trade Payable - 1.02 - -c) Other Long-Term Liabilities 218.65 218.65 - -d) Long Term Borrowings 1,594.72 769.71 - -e) Short Term Borrowings 556.25 523.89 - -f) Other Current Liabilities 653.13 2,033.79 - -g) Managerial Remuneration Payable - - 362.31 231.72h) Executive Officers Remuneration Payable 0.99 -i) Personal Guarantee - - 111,980.00 101,808.00

33. Additional information, as required under schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary / Associate.

S. Name of the Enterprise Net Assets, i.e., total assets Share in profit or lossNo. minus total liabilities

As % of Amount As % of Amountconsolidated (` in lacs) consolidated (` in lacs)

net assets profit or loss1 2 3 4 5

ParentFerro Alloys Corporation Limited 306.40 25,858.91 (47.85) 1,906.61

SubsidiariesIndian

1 Facor Power Limited (212.42) (17,927.05) 147.39 (5,873.43)2 Facor Realty and Infrastrucure Limited - - - -

Foreign1 Facor Energy Limited (2.35) (198.72) 0.42 (16.93)

Minority Interest in all Subisidiaries, 8.37 706.45 20.50 (816.96)

Associates (Investment as per equity method)Indian

1 Boula Platinum Mining Pvt. Limited 0.03 2.15 0.03 (1.21)




59

CONSOLIDATED ACCOUNTS34. 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 company

Part “A”: Subsidiaries (`̀̀̀̀ in lacs)

1. S. No. 1 2 32. Name of subsidiary Facor Power Ltd. Facor Energy Ltd. Facor Realty and

Infrastructure Ltd.3. Reporting period for the subsidiary concerned, if different - - -

from the holding company’s reporting period4. Reporting currency and Exchange rate as on the last - GBP 92.55 -

date of the relevant Financial year in the caseof foreign subsidiaries

5. Share Capital 24,106.00 185.11 10.006. Reserves & Surplus (17,927.05) (198.72) -7. Total Assets 66,623.85 5.05 10.798. Total Liabilites 66,623.85 5.05 10.799. Investments 0.40 - -

10. Turnover 12,081.65 - -11. Profit before taxation (5,873.43) (16.93) -12. Provision for taxation - - -13. Profit after taxation (5,873.43) (16.93) -14. Proposed Dividend - - -15. % of shareholding 86.09% 100.00% 100.00%

Notes: Following are the names of subsidiaries which are yet to commence operations ;(i) Facor Energy Ltd.(ii) Facor Realty and Infrastructure Ltd.

Part “B”: AssociatesStatement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Company

Name of Associates Boula Platinum Mining Pvt. Ltd.1. Latest audited Balance Sheet Date 31.03.20152. Shares of Associates held by the company on the year end

No. 466,164Amount of Investment in Associates (` in lacs) 4.66Extend of Holding % 30%

3. Description of how there is significant influence There is significance influencedue to holding of more than20% Equity Share Capital.

4. Reason why the associate is not considered -5. Net worth attributable to Shareholding as per latest audited Balance Sheet (` in lacs) 52.136. Profit/(Loss) for the year (` in lacs)

(i) Considered in Consolidation (1.21)(ii) Not Considered in Consolidation -

35 Previous Year’s figures have been re-grouped wherever necessary.



C.A. S.D.PARANJPE RITESH CHAUDHRY ROHIT SARAFPartner General Manager (Legal) Joint Managing DirectorMembership No. 41472 & Company SecretaryNoida, UP : 30th May, 2015 Noida, UP : 30th May, 2015


Other Offices:

Visakhapatnam:

Manganese HouseHarbour RoadVisakhapatnam - 530 001Phone : 91-891-2569011/2569013

2568003E-Mail : [email protected]

[email protected] : 91-891-2564077

Mr. Naresh KumarDy. General Manager [Finance]

Nagpur:

Shreeram BhawanRamdaspethNagpur - 440 010Phone : 91-712-2436920-23Fax : 91-712-2432295

Mr. H.S. ShahDy. General Manager

Bhubaneswar:

GD-2/10, ChandrasekharpurBhubaneswar-751 023 [Odisha]Phone : 91-674-2302881 / 882E-Mail : [email protected] : 91-674-2302612

Mr. M.V. RaoResident Manager

Registered Office and Works

D. P. Nagar

P.O. : Randia - 756 135Dist : Bhadrak [Odisha]Phone : Bhadrak 91-6784-240320E-Mail : [email protected];


Head OfficeTumsar

Shreeram BhawanTumsar- 441 912Dist : Bhandara (Maharashtra)Phone : 91-7183-232251, 232233

& 233090E-Mail : [email protected] : 91-7183-232271

Mining ComplexBhadrak

Laxmi Bhawan, Kuans,Bhadrak - 756 100Dist : Bhadrak [Odisha]Phone : 91-6784-250311/250598E-Mail : [email protected];


Corporate OfficeNoidaFacor House, A-45-50,Sector 16, Noida - 201 301Dist. Gautam Budh Nagar, U.P.Phone : 91-120-4171000Fax : 91-120-4256700E-mail : [email protected]

Mr. Ishwar DasManager (Administration)

Regional Offices:

Mumbai:Marathon Innove IT Park,B-Wing, Unit No. 403, 4th Floor,Ganpat Rao Kadam Marg,Lower Parel, Mumbai - 400 013Phone : 91-22-24918155Fax : 91-22-24918157E-Mail : [email protected]

Mr. Arun MahalpurkarDy. General Manager

Kolkata

Everest House,11th Floor,46-C, Block ‘G’,Jawaharlal Nehru RoadKolkata - 700 071Phone : 91-33-40103400E-Mail : [email protected] : 91-33-40103434

Mr. Pratap LodgeGeneral Manager [East Zone]

Chennai:

37F, Whites Road, IInd FloorRoyapettahChennai - 600 014Phone : 91-44-28411092-6E-Mail : [email protected] : 91-44-28411097

Mr. R.G. ChariGeneral Manager [South Zone]

OUR PRINCIPAL ADDRESSESFIFTY NinthANNUAL REPORT2014-15

59


FERRO ALLOYS CORPORATION LIMITEDCIN: L45201OR1955PLC008400

Registered Office & Works: D.P. Nagar, Randia-756135. Dist. Bhadrak, Odisha, India• T + 91-6784-240 230 • F +91-6784-240 626 • E.: [email protected]

Website: www.facorgroup.in

Fifty Ninth Annual General Meeting on 21st September, 2015FORM NO. MGT-11

PROXY FORM(Pursuant to section 105 (6) of the Companies Act, 2014 and rule 19(3) of the Companies

(Management and Administration) Rules, 2015)

CIN: L45201OR1955PLC008400 Registered Office & Works: D P Nagar, Randia, Bhadrak, Odisha - 756135 India

Name of the Company Ferro Alloys Corporation Limited

Name of the member(s)

Registered Address

E-mail Id

Folio No./DP ID-Client ID No.

I/ We, being the member(s) of the above named Company, holding.................................shares, hereby appoint:

(1) Name: ................................................................ Address: ..................................................................................................................................................

E-mail Id : .................................................................................................. Signature:....................................................................................or failing him;

(2) Name: ................................................................ Address: ..................................................................................................................................................

E-mail Id : .................................................................................................. Signature:....................................................................................or failing him;

(3) Name: ................................................................ Address: ..................................................................................................................................................

E-mail Id : .................................................................................................. Signature:.....................................................................................................as my/ our Proxy to attend and vote (on a poll) for me/ us and on my/ our behalf at the Fifty Ninth Annual General Meeting of the Company, to be held onMonday, the 21st September, 2015 at 12.00 Noon at D.P. Nagar, Randia-756135, Dist. Bhadrak. Odisha-756135 and at any adjournment thereof in respect ofthe following resolutions:

Resolution No. Resolutions

Ordinary Business

1. Adoption of Audited Financial Statements, Directors’ and Auditors’ Report for the year ended 31st March, 2015 and the auditedconsolidated financial statement of the Company for the Financial Year ended 31st March, 2015.

2. Re-appointment of Mr. Vineet Vithaldas Saraf, as Non-Executive Director, who retires by rotation.

3. Ratification of Auditors’ appointment made at 58th AGM of the Company and fixing their remuneration.

Special Business

4. Consider and approve appointment of Mr. Anurag Murlidhar Saraf (DIN 00009631), as Director.

5. Consider and approve appointment of Mrs. Urmila Gupta (DIN 0063710), as an Independent Woman Director.

6. Consider and approve appointment of Mr. Umesh Kumar Khaitan (DIN NO. 00180359), as an Independent Director.

7. Keeping the Register of Members with Registrar & Share Transfer Agents of the Company and Annual Returns at the Corporateoffice of the Company.

8. Ratification/approval of the material related party transactions entered into by the Company.

9. Payment of Remuneration to Wholetime Directors and the President of the Company.

10. Re-appointment of Mr. Ramkisan Durgaprasad Saraf (DIN 00006102), as Chairman & Managing Director.

11. Re-appointment of Mr. Manoj Umashankar Saraf (DIN 00234570), as Managing Director.

12. Ratification of Cost Auditors’ remuneration.

13. Adoption of new Articles of Association of the Company.

Signed this day of..............................2015

Signature of Shareholder(s) : ...........................................................................

Signature of Proxy holder(s) : ...........................................................................

Note : This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hoursbefore the commencement of the Meeting.

AffixRevenue

Stamp

FERRO ALLOYS CORPORATION LIMITEDPh: +91-1140701000 Fax : +91-1141624880 Email: [email protected]

www.facorgroup.in

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