CORPORATE GOVERNANCE REPORT
The mechanism of internal control and checks are reviewed by the management, internal and statutory auditors from time to time and suitable changes/ modifications are implemented so as to ensure that an effective scheme of checks and balances exists at all times. The management is reasonably satisfied with the existing internal control systems. The Audit Committee of Board of Directors also reviews these matters from time to time in their meetings.
MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT INCLUDING PEOPLE EMPLOYED
The overall industrial relations in the Company were cordial. The manpower employed is around 901 excluding indirect employment.
Statements in this Management Discussion and Analysis Report are based upon data available with the Company and on certain assumptions having regard to the economic conditions, government policies, political developments, within and outside the country. The management is not in a position to guarantee the accuracy of the assumptions and the projected performance of the Company in future. It is, therefore, cautioned that the actual results may differ from those expressed or implied herein.
1. COMPANY'S PHILOSOPHY
Corporate Governance to FACOR is about Commitment to values, ethical business conduct, nurturing good business ethics and creating value for its stakeholders in line with the principles of fairness, equity, transparency, accountability and dissemination of information. FACOR's efforts are driven by the fundamental objectives of maximizing value by employing resources in opportunities that generate consistent returns and position it for sustained growth.
FACOR also remains committed to creatingan environment conducive to fostering growth, innovation and leadership. We value our employees' association which is best demonstrated in the average service period of 15 years.
2. BOARD OF DIRECTORS
FACOR's commitment to high standards of Corporate Governance is best illustrated in the well balanced and Independent structure of the Company's Board of Directors. The Board of FACOR has a fair representation of Executive, Non-Executive and Independent Directors which provides for the required vigilance and security required for enhancement of organizational capabilities. None of the Directors on the Board of the Company is a member of more than 10 Committees of a Chairman of more than 5 Committees across all Companies in which they are Directors. The Independent Directors are having varied experience and are considered stalwarts in their respective fields. The Board is thus, comprised of individuals having experience in different business areas and is in line with the norms set out by the Listing Agreement.
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 of better 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 the Corporate Social Responsibility Committee.
The Board generally meets once in each quarter. Additional Board Meetings are convened as and when necessitated by giving appropriate notice.
The agenda is finalized by the Chairman of the Board and the Company Secretary after consultation with the other concerned team members of the senior management and is structured in a fashion so as to disseminate all material information to the Board in a detailed manner 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 circumstances which 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, Operational functions, Sales and operations of the Company, opportunities and threats, business strategies before taking on record the quarterly financial 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, 2014 and 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 members of the Management. At this meeting, the IDs inter alia evaluated the performance of the Non-Independent Directors and the Board of Directors, as a whole, evaluated the performance of the Chairman of the Board and discussed aspects relating to the quality, quantity and 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 the Code during the year under review. The Company has received confirmations from the Directoresregarding compliance of the Code for the 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. The Company Secretary acts as the Secretary of the Committee.The terms of reference of the Audit Committee are as set out in Clause 49 of the Listing Agreement with the Stock Exchanges read with Section 177 of the Companies Act, 2013 and the rules made there under
a) Related Party Transaction:
All transactions entered into with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the year were on an arm's length price basis and in the ordinary course of business and with requisite approvals as required. The Board of Directors have approved and adopted a policy on Related Party Transactions and the same has been uploaded on the website of 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-executive Directors.
Further, in the preparation of financial statements, the Company has followed the Accounting Standards. The significant accounting policies which are applied have been set out in the Notes to Financial Statements. The Board has received disclosures from Key Managerial 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 last three years. There were no instances of non-compliance and no penalties or strictures have been imposed on the Company by the Stock Exchange 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 there under.
c) Code of Conduct:
In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015, as amended (the Regulations), the Board of Directors of the Company adopted the revised Facor Code of Conduct for Prevention of Insider Trading and the 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, the shareholders of the Company to place the interest of the shareholders above their own and conduct their personal securities transactions in a manner that does not create any conflict of interest. The Code also seeks to ensure timely and adequate disclosure of Price Sensitive Information to the investor community by the Company to enable them to take informed investment decisions with regard to the Company's securities.
The code is applicable to all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company as defined in the Code. Compliance required under the Code in respect to various intimations and disclosures to be made both, internally and with stipulated authorities are strictly adhered to at all times. Mr. Ritesh Chaudhry, Company Secretary, 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 which need 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 not adopted 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
6. MEANS OF COMMUNICATIONS
• The financial results, important announcements, declarations are communicated to each Shareholders by means of advertisements in Financial Express and Samvaad.
The Company also posts the vital information such as financial results, shareholding pattern, important information, declarations etc. 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 the website of the Company from time to time.
7. GENERAL SHAREHOLDERS INFORMATION
AGM, Date, Time & Venue : 21st September-, 2015 at 12 noon -at D.P. Nagar, Randia - 756135, Bhadrak (Odisha)
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 10 days from the date of lodgment with the approval of the Share Transfer Committee of the Board of Directors subject to the documents being valid and complete in all respects
Plant Locations: Charge Chrome Plant
D.P. Nagar, P.O. - Randia - 756 135 Dist. Bhadrak (Odisha) Tel.No. : +91-6784-240320 Fax.No.: +91-6784-240626 E-mail : email@example.com firstname.lastname@example.org
Laxmi Bhawan, Kuans, Bhadrak - 756 100 Dist. Bhadrak (Odisha) Tel.No. : +91-6784-250311/250598/251312 Fax No.: +91-6784-251782 E-mail : email@example.com
Address for Correspondence:
For matters relating to Company's Shares Beetal Financial & Computer Services (P) Ltd.
Beetal House, 3rd Floor, 99, Madangir, LSC, New Delhi - 110 062 Tel No.: +91-11-29961281-33 Fax No.:+91-11-29961284 E-mail : firstname.lastname@example.org
For other matters Corporate Office:
Ferro Alloys Corporation Ltd. FACOR HOUSE, Plot No. A-45 to A-50 Ground Floor, Sector 16, NOIDA - 201 301 Tel.No. : +91-120- 4171000 Fax No.: +91-120-4256700 E-mail : email@example.com
D.P. Nagar, Randia-756 135, Dist. Bhadrak (Odisha) Tel.No.: +91-6784-240320 / 272 Fax.No.: +91-6784-240626 E-mail: firstname.lastname@example.org email@example.com
Useful Information for Shareholders a) 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 of Arrangement, new equity shares of Rs. 1/- each fully paid up of all the above referred three companies in lieu of the old shares of Rs. 10/ - each of FACOR were issued and mailed to the shareholders of the Company at their then registered addresses under cover of Registered Letter dated 31st August, 2004. Certain covers containing the share certificates have returned as undelivered to the company due to change in the postal address of the shareholders. Further, it is also observed that subsequent communications from the Company to such shareholders such as Annual Report, Postal Ballot, Dividend Warrants etc. have also returned as undelivered.
Reference of the shareholders is invited to clause 5AII in the Listing Agreement which provides that company shall transfer all these unclaimed shares into one Folio in the name of "Unclaimed Suspense Account" and these shares can be dematerialized and kept with one of the Depository Participants and all corporate benefits in terms of securities accruing on such shares viz. Bonus shares, 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 the Company 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 the Company at the address mentioned hereinabove for receiving custody of share certificates. In the above connection, the Company had already reminded shareholders of the Company of the above in the previous year's Annual Report and once again by way of reminder requests shareholders to review the above intimation and take necessary action in the matter as advised failing which the Company 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, whereby Companies 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 email addresses of its members for sending these documents through email by giving an advance opportunity to every shareholder to register 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 respect of 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 Company could send notices and other documents, in electronic form, to such shareholders.