DIRECTORS’ REPORT TO THE MEMBERS

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

FINANCIAL RESULTS

OVERALL PERFORMANCE

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

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

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

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

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

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

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

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

DIVIDEND

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

SHARE CAPITAL

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

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

ANNUAL RETURN

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

NUMBER OF MEETINGS OF THE BOARD

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

CONSOLIDATED FINANCIAL STATEMENTS

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

SUBSIDIARIES

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

that such systems were adequate and operating
effectively.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

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

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

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

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

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

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

AUDITORS AND AUDITORS’ REPORT
Statutory Auditors

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

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

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

Secretarial Auditors

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

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

Cost Auditor

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

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

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

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

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

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

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

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

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

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

RISK MANAGEMENT POLICY

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

ANNUAL BOARD EVALUATION

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

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

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

DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE
ACCOUNT

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

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

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

PUBLIC DEPOSITS

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

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

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

Disclosures pertaining to remuneration and other details as
required under Section 197 (12) of the Companies Act, 2013
read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided
in the Annexure forming part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

COMMITTEES OF THE BOARD

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

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

REPORTING OF FRAUDS BY AUDITORS OF THE COMPANY

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

CORPORATE GOVERNANCE

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

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY
CODE

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

DISCLOSURE UNDER ONE TIME SETTLEMENT

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENT AND APPRECIATION

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

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

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

On behalf of Board of Directors
for Facor Alloys Ltd.

Place : Delhi R.K. SARAF

Dated : 2^nd December, 2023 Chairman & Managing Director

Din : 00006102