DIRECTORS' REPORT

Dear Shareholders,

Your Directors are pleased to present the 27th Annual Report and the Company's audited accounts for the financial year ended 31st March, 2015

Your Company's performance reflects the strong improvement in the India's business sentiment fuelled by the progressive policies of the new Government.

Your Company's total income grew by 11.42% from Rs 79,128.71 Lacs in 2013-14 to Rs 88,166.37 Lacs in 2014-15.

EBIDTA increased by 8.07% from Rs 131.35 crore in 2013-14 to Rs 141.94 crore in 2014-15. But, the Profit for the Year declined by

36.44% from Rs 4600.29 Lacs in 2013-14 to Rs 2924.09 lacs in 2014-15 due to an exceptional charge of Rs.4367.31 Lacs on account of Recompense amount payable to Lenders, to the Statement of Profit and Loss. Consequently, the earnings per share stood at Rs 4.14 (basic) and Rs 4.14 (diluted) for 2014-15 against Rs 7.16 (basic) and Rs 6.61 (diluted) for 2013-14.

DIVIDEND

Your Board needed to strike a prudent balance between rewarding shareholders and reinvesting business surplus in the business for capitalising on emerging growth opportunities. Your Board has strategically laid more emphasis on the later considering the promising opportunities over the medium-term catalyzed by Government policies.

The Board of Directors recommended a 12% dividend on equity shares (Re. 0.60 per equity share, face value of Rs. 5/- each) subject to the approval of Shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

The Company proposes to transfer an amount of Rs. 73.10 Lacs to the General Reserves.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 3,544.52 Lacs. The Committee for Preferential Issue of Warrants has allotted 33,00,000 (Thirty Three Lacs) Equity Shares each to Dankuni Investments Ltd. and Navoday Consultants Ltd., being Promoter Group companies on preferential basis at Rs. 5/- each at a premium of Rs. 11/- each on 16th April, 2014 pursuant to conversion of equivalent number of Warrants.

OPERATIONS

Fiscal 2014-15 was an important milestone in your Company's journey as we registered our highest ferro-alloy production at 1,11,475 MT against 1, 04,550 MT in 2013-14, an increase of 6.62%.

Besides, the untiring efforts of the team in successfully implementing various projects (using the TPM, Six Sigma, Lean and BAL Q1 techniques) which also contributed immensely in optimizing operational costs and improving productivity.

The Mines performance has been improved in meeting the additional requirements of the plant for producing the higher quantity of ferro-chrome compare to last year.

In keeping with its commitment in saving the environment, your Company undertook a number of green initiatives as:

> In-plant initiatives to reduce energy and fuel consumption.

> Sale of205702 MT of slag which facilitated in conserving granite stone otherwise used in construction activities.

EXPORT

Your Company exported 79,897 MT valued at Rs. 62,537.80 Lacs in 2014-15 against 70,675 MT valued at Rs. 54,281.58 Lacs during 2013-14. Exports constituted 73.76% of your Company's turnover in 2014-15.

MANAGEMENT INITIATIVES

During the year, your Company institutionalized all four verticals of the Business Excellence function namely TPM, Lean Management, Six Sigma and BAL Q1 Quality Management System. Extensive in-class and shop-floor training was imparted to the entire team on their organisational relevance and on their implementation.

The team's efforts in implementing these global techniques yielded heartening results. Product quality variations reduced considerably, wastages were marginalized and equipment health improved significantly leading to improved product quality and man-machine productivity. Your Company also bagged regional awards in Quality Circle competitions.

The Company is also implementing the globally-prevalent business excellence initiative based on Malcolm Baldrige Quality Framework.

In addition, your Company successfully implemented 11 modules of SAP. This is facilitating accurate and real-time data capture from across the organization facilitating faster and more informed decision-making. Your management plans to extend this platform to address Business Integration and Optimization.

FUTURE OUTLOOK

Stainless Steel sector: The stainless steel market has been dominated by China, accounting almost for half of the global market. China is the largest and fastest growing producer and consumer of stainless steel and seems to retain its leading position.

India, Taiwan, Iran, Japan, Mexico and South Korea are the other countries exhibiting strong growth in terms of stainless steel production and consumption. Global stainless steel demand over the next decade will mainly depend on these emerging economies. It is estimated that global stainless steel production will grow with an average growth rate of 5.7% in 2015 and 2016 to 44.7 million tons and 47.1 million tons, respectively. China's stainless steel production is forecasted to reach 23.5 million tons in 2015 and top the 25 million tons level in 2016.

The European Union (EU) stainless steel market is yet to be revived in 2015. However, it is expected to get stronger by 2016 due to the recent anti-dumping decision of the European Commission and consequential improving demand conditions.

Ferro chrome sector: The Global High Carbon (HC) FeCr demand illustrated robust growth of 9.5% YoY in 2014 and is expected to grow at 5% in next 5 years. The overall HC FeCr consumption expectation is 11.8 million tons for 2015 and 12.5 million tons for the year 2016. The distinguishing factor of 2015 and 2016 will be the increasing imports of HC FeCr into China & emerging markets. In 2015, overall ex-China HC FeCr production is predicted to be 7.2 million tons, an increase of 5.2% Yearly growth.

BUSINESS STRATEGY

Going forward, your Company plans to implement a volume-drive and value-led growth strategy.

Volume-driven growth: Your Company is analyzing ways of increasing the operating capacity to 1,45,000 MT through capacity balancing, process optimization and marginal capital investment.

Your Company has signed Business Transfer Agreement for acquisition of business of Sukinda Plant of Jabamayee Ferro Alloys Limited and signed Business Transfer Agreement for acquisition of business of Jajpur unit of Rohit Ferro Tech Ltd. on a slump sale basis.

Value-led growth: The team is working on increasing the production of value-added products namely low and medium-silicon, low-phosphorous, medium-carbon and high-chromium, amongst others, to maximise value-addition. In addition, your Company is focused on maximizing its net realization through proper market segmentation in the domestic and international markets by selling directly to the end user.

Besides, the Company has planned to expand its market segmentation catering to special steel manufacture sector with value added products. This will expand the Company's global footprint, particularly in Europe, USA, South America and Japan.

Sustainability: Your Company owns natural resource assets of captive Chromite Ore Mines located at Kaliapani of Sukinda Valley, Jajpur, Odisha.

The available reserves for open cast mining in the Kaliapani Chromite Mines in Sukinda is expected to continue for next six to seven years. For sustained business operations, the management is developing underground mining in same Kaliapani Chromite Mines of Sukinda. A reputed international mining consultant "SRK Consulting" has been appointed for undertaking a detailed analysis for the proposed Underground Mining Project while a reputed International Design Institute "China Coal Mine No.3 Construction Group Corporation Ltd ("CCMC")" has been also engaged for preparation of Detailed Design and Engineering for this proposed Underground Mining Project. Your company expects to commence construction activities for the proposed Underground Mining in a year time. These projects are expected to strengthen productivity and organizational sustainability over the long-term.

STATE OF COMPANYAFFAIRS

Despite the economy gaining momentum in 2014-15, the ferro alloy industry scenario in India as well as globally continued to remain subdued during the year under review.

In India, despite favourable policies having been announced by the Central Government, infrastructure development remained subdued. This resulted in the slowdown of the iron and steel sector which impacted offtake of ferro alloys.

Against the prevailing adversities, the Company grew its business and remained profitable. Your Company's grew its topline by 8.31% from Rs. 81,191.91 Lacs in 2013-14 to Rs. 87,938.46 Lacs in 2014-15. It achieved an EBIDTA of Rs. 14,194.00 Lacs, Profit after tax of Rs. 2,924.09 Lacs after an exceptional item of Rs. 4367.31 Lacs. The Basic earnings per share is Rs. 4.14 per share for the year 2014-15.

The contrarian performance was largely due to the efforts of its entire team in optimizing costs and identifying and capitalizing upon growth pockets across the globe.

As investment-inducing policies transform into on ground realities and global investment take roots in India's manufacturing sector, steel demand and consequently ferro alloy demand is expected to strengthen moving forward. The reduction in the price of crude oil and interest rates is expected to improve business profitability.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

SUBSIDIARIES & ASSOCIATES

SUBSIDIARIES

MILTON HOLDINGS LIMITED (MHL)

Milton Holdings Limited (MHL), Mauritius, a wholly-owned subsidiary, had invested through joint venture in Manganese-ore mining projects in Brazil. As at the date of Balance Sheet, the Company has an investment in shares of MHL, aggregating, in value, to USD 4.7351 million (Equivalent to Rs 2194.83 Lacs).

Balasore Metals Pte. Limited, Singapore, is a wholly-owned subsidiary of the Company. As at the date of Balance Sheet, the Company has an investment in share of Balasore Metals PTE. Limited aggregating, in value, to USD $ 1.00.

ASSOCIATES

Balasore Energy Limited, is an associate of the Company. As at the date of Balance Sheet, the Company has an investment in 17000 share of Balasore Energy Limited aggregating, in value, to Rs. 1,70,000.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statement of the Company and all its subsidiary and associate companies, which is forming part of the Annual Report.

The statement in Form AOC-1 containing the salient features of the financial statement of the Company's subsidiaries, joint ventures and associates pursuant to first-proviso to sub-section (3) of section 129 of the Companies Act 2013 forms part of this Report as Annexure - 1.

In accordance with third proviso of Section 136(1) of the CompaniesAct, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.balasorealloys.com

Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office.

The audited financial statements and audit reports of each of the subsidiaries are available for inspection at the registered as well as administrative office of the Company and that of the subsidiaries during office hours between 11.00 A.M. to 1.00 P.M.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 12 and 13 of the Financial Statements of the Company for the year ended 31.03.2015.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of every contract or arrangements entered into by the Company with Related Parties referred to in Section 188(1) of the CompaniesAct, 2013 in Form AOC-2 prescribed under the Companies (Accounts) Rules, 2014 is appended as Annexure - 2 hereto and forms part of this Report.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval. The Audit Committee reviews all related party transactions quarterly.A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the CompaniesAct, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS & AUDITORS' REPORT

M/s Chaturvedi & Shah, Chartered Accountants, (Firm Registration No. 101720W), Statutory Auditors of the Company have been appointed by the members at the last Annual General Meeting and shall hold office for a period of 4 years from 1st April, 2014.

M/s Chaturvedi & Shah have given their consent to act as Auditors, if appointed. The Company has received a letter from them to the effect that they satisfy the criteria provided in Section 141 of the CompaniesAct, 2013 and that their appointment, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

Members are requested to ratify their appointment as the Statutory Auditors of the Company and to fix their remuneration for the financial year ending 31st March, 2016.

A resolution proposing appointment of M/s Chaturvedi & Shah as the Statutory Auditors of the Company pursuant to Section 139 of the CompaniesAct, 2013, forms a part of the Notice convening the Annual General Meeting.

The Auditors' Report to the shareholders for the year under review does not contain any qualifications or adverse remarks. The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

COST AUDITORS

Pursuant to Section 148 of the CompaniesAct, 2013 read with the Companies (cost record and audit) Rules 2014 and based on the Audit Committee recommendations, the Board of Directors at its meeting held on May 27, 2015, has approved the re-appointment of M/s. Shome & Banerjee as the Cost Auditors of the Company for the Financial Year 2015-16 to conduct audit of the Cost Records, maintained by the company in respect of its ferro chrome / charge chrome manufacturing plant at Balgopalpur - 756 020 Dist. Balasore, Odisha.

The Cost Audit Report for the Financial Year ended March 31, 2014 was filed within the due date by the Cost Auditor of the Company. The Report of the Cost Auditors for the Financial Year ended March 31, 2015 is under finalization and will be filed with the MCA within the prescribed period.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the CompaniesAct, 2013 read with Rule 13 of 'The Companies (Accounts) Rules 2014' and based on the Audit Committee recommendations, the Board of Directors of the Company at its meeting held on May 27, 2015, has approved the appointment of M/s Das & Prasad, as the Internal Auditor of the Company for the financial year 2015-16 to conduct the internal audit of the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at its meeting held on May 27, 2015, has approved the appointment of M/s MKB & Associates as the Secretarial Auditor of the Company for the financial year 2015-16 to conduct the secretarial audit of the Company.

Further, the Secretarial Audit Report covering the financial year ended on 31st March, 2015 in Form No. MR - 3, given by the company secretary in practice is annexed herewith as Annexure - 3. The Report does not contain any qualification or adverse remarks.

DIRECTORS & KEY MANAGERIAL PESONNEL

I. INDEPENDENT DIRECTORS:

(a) APPOINTMENT OF INDEPENDENT DIRECTORS:

At the Annual General Meeting of the Company held on 25th September, 2014, the Members of the Company appointed Mr. Mahesh Trivedi (DIN: 00050785), Mr. Shantanu Mohapatra (DIN: 00176836), Mr. Sujit Kumar Majumdar (DIN: 00177344), Mr. Susil Kumar Pal (DIN: 00268527), Mr. Kashi Prasad Khandelwal (DIN: 00748523) and Mr. Asish Kumar Bhattacharyya (DIN: 00799039), as independent Directors under the Companies Act, 2013 for a term up to 31st March, 2019.

(b) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB- SECTION (6) OF SECTION 149 OF THE COMPANIESACT, 2013.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

(c) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS

The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent

Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program including the presentation from the Managing Director on the Company's manufacturing, marketing, finance and other important aspects. The Company Secretary briefs the Directors about their legal and regulatory responsibilities as a Director. The induction for Independent Directors include interactive sessions with Committee Members, Business and Functional Heads, visit to the manufacturing site, etc. On the matters of specialized nature, the Company engages outside experts/consultants for presentation and discussion with the Board members.

II. NON- INDEPENDENT DIRECTORS

(a) WOMAN DIRECTOR

As per the provisions of Section 149(1) of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement, the Company is required to have atleast one Woman Director on its Board. The Company complies with the aforesaid requirement as Mrs. Vartika Mittal Goenka (DIN: 02451225), has been a Director of the Company since 26th May, 2011.

(b) APPOINTMENT OF DIRECTORS

The Board of Directors of the Company had appointed Mr Ansuman K. Bhanja (DIN: 07008300), as Whole-time Director of the Company designated as Director - Operations and Mr. K C Raut (DIN: 03592433) as Nominee Director of the Company w.e.f., 7th November, 2014.

(c) RETIREMENT BY ROTATION:

As per the provisions of Section 152(6)(c ) of the CompaniesAct, 2013, Mr. Pramod Kumar Mittal (DIN: 00772690) retires by rotation, and being eligible, offers himself for re-appointment. In view of his considerable experience and contribution to the Company, your Directors recommend his re-appointment.

III. KEY MANAGERIAL PERSONNEL

The Board of Directors at its meeting held on 20th May, 2014, pursuant to Section 203(2) of the Companies Act, 2013 noted and ratified the appointments, terms and conditions of appointments including remuneration of Mr.Anil Sureka (DIN: 00058228), Managing Director, Mr. R K Parakh (DIN: 00459699), Director-Finance & Chief Financial Officer and Mr. Trilochan Sharma, President & Company Secretary of the Company. The Board of Directors of the Company had also appointed Mr Ansuman K. Bhanja (DIN: 07008300), as Whole-time Director of the Company designated as Director - Operations w.e.f., 7th November, 2014.

MEETINGS

MEETINGS OF BOARD OF DIRECTORS

During the financial year ended 31st March, 2015, four Board Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the CompaniesAct, 2013.

MEETINGS OF INDEPENDENT DIRECTORS

According to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate meeting of the Independent Directors was held on 26th March, 2015. In the meeting, the Directors reviewed the performance of Board and its Committee as a whole, Chairman of the Board, Directors, Non-Executive Directors and further assessed the quality, quantity and the timeliness of flow of information between the Management and the Board.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section 197(12) of the CompaniesAct 2013,read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached as Annexure - 4.

The particulars of employees as required by Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees employed throughout the financial year and drawing Rs. 60 Lacs or more are given in Annexure - 5 hereto and forms part of this Report.

There was no employee who was employed for part of the financial year, requiring such disclosure. There was also no employee receiving remuneration during the year is in excess of that drawn by the Managing Director or Whole-time Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, the Directors hereby confirm that:-

(i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards, have been followed and there are no material departures from the same;

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

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

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis; and

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

(vi) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

MANAGEMENTDISCUSSION AND ANALYSIS

Management's Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out in Clause 49 of the Listing Agreement. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The certificate from M/s. Chaturvedi & Shah, Chartered Accountants confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance. This Certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

CEO/CFO CERTIFICATION

In accordance with the provisions of the Listing Agreement pertaining to corporate governance norms, Mr. Anil Sureka, Managing Director of the Company and Mr. R K Parakh, CFO of the Company have certified inter-alia, about review of financial statements and establishing & maintaining internal control to the financial reporting for the year ended 31st March, 2015. The said certificate forms an integral part of annual report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Code of conduct and Business ethics of the Company ("The Code") guides the conduct of affairs of your Company. The Code and Standard Operating Procedures (SOPs) stand widely communicated across the enterprise at all times and provide the foundation for Internal Financial Controls with reference to your Company's Financial Statements. Such Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Audit Committee and the Board. These Policies are supported by the Corporate Accounting and System Policies that apply to the entity as a whole to implement the tenets of Corporate Governance and the Significant Accounting Policies uniformly across the Company. The Accounting Policies are reviewed and updated from time to time. Your Company uses ERP Systems as a business enabler and also to maintain its Books of Account. The SOPs in tandem with transactional controls built into the ERP Systems ensure appropriate segregation of duties, tiered approval mechanisms and maintenance of supporting records. The systems, SOPs and controls are reviewed by divisional management and audited by the Internal Auditor whose findings and recommendations are reviewed by the Audit Committee and tracked till its implementation. Your Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless, your Company recognises that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that proper check and balance are reinforced on an ongoing basis.

PERFORMANCE EVALUATION

Pursuant to the provisions of the CompaniesAct, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and that of its Committees and individual Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

To determine the criteria of evaluation of the performance of the Independent Directors as required under the Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee at its meeting established the criteria based on which the Board will evaluate the performance of the Directors.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on the parameters such as level of engagement and contribution, independence of judgement. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors.

The Directors expressed their satisfaction over the evaluation process and results thereof.

COMMITTEES OF BOARD

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

NOMINATIONAND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The composition and other details of Corporate Social Responsibility (CSR) Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

POLICIES AND CODES

REMUNERATION POLICY

Your company has formulated a remuneration policy for the Board Members, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) in terms of the provisions of section 178 of the Companies Act, 2013 read with the relevant rules there under and listing agreement. The said policy is appended as Annexure - 9 hereto and forms part of this Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has formed a Whistle Blower Policy/ Vigil Mechanism policy as required under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy may be referred to, at the Company's website at the weblink: <http://balasorealloys.com/webpage.php?title=Code+of+Conduct&p> type= 1&parent=35&catid=59.

RISK MANAGEMENT POLICY

In order to fulfill the objectives of Risk Management Policy and lay a strong foundation for the development of an integrated risk management framework, the policy outlines the following guiding principles of Risk Management.

Principles of Risk Management:

1. All business decisions will be made with the prior information and acceptance of risk involved.

2. The Risk Management Policy shall provide for the enhancement and protection of business value from uncertainties and consequent losses.

3. All employees of the company shall be made aware of risks in their respective domains and their mitigation measures.

4. The risk mitigation measures adopted by the company shall be effective in the long-term and to the extent possible be embedded in the business processes of the company.

5. Risk tolerance levels will be regularly reviewed and decided upon depending on the change in company's strategy.

6. The occurrence, progress and status of all risks will be promptly reported and appropriate actions be taken thereof.

Risk Management Policy Statement

The policy statement is as given below:

1. To ensure protection of shareholders value through the establishment of an integrated Risk Management Framework for identifying, assessing, mitigating, monitoring, evaluating and reporting of all risks.

2. To provide clear and strong basis for informed decision making at all levels of the organization.

3. To continually strive towards strengthening the Risk Management System through continuous learning and improvement

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company has adopted the policy against Sexual Harassment of Women at Workplace, for the purpose of preventing, prohibiting and redressing sexual harassment of female employees including permanent, temporary, on training and on contract basis at all the workplace within the company, which are based on fundamental principles of justice and fair play.

Further, an Internal Complaints Committee (ICC) has been constituted which shall be responsible for redressal of complaints related to sexual harassment. The Company has put in place suitable processes and mechanisms to ensure issues of sexual harassment, if any, are effectively addressed. During the year, no complaints of sexual harassment were received.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Your Company has been at the forefront in extending benefits to the local communities in and around its projects. We have always believed in the sustainable development of the society. We have earned the trust of the local community over the years through our community services, on a regular basis, throughout the year.

In compliance with the provisions of Section 135 and Schedule VII of the Companies Act, 2013, the Corporate Social Responsibility (CSR) Committee of the Board has formulated and recommended to the Board, a CSR Policy for its approval.

This policy, which encompasses the company's philosophy for delineating its responsibility as a corporate citizen, lays down the guidelines and mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large. The CSR Policy may be accessed on the Company's website at link: <http://balasorealloys.com/gallery.php?title=CSR+> &p type=7&parent=36&photo catid=99999&catid=38.

TheAnnual Report on CSR for the financial year 2014-15 as required under the Companies (Corporate Social Responsibility) Rules, 2014 has been appended as Annexure - 8 to this Report.

POLICY ON MATERIALITY & DEALING WITH RELATED PARTY TRANSACTIONS

The Company in its meeting held on 20th May, 2014 had approved the policy on materiality of and dealing with Related Party Transactions. The policy regulates the transactions between the Company and its Related Parties based on the laws and regulations applicable to the Company and also lays down mechanism for identification, approval, review and reporting of such transactions.

The policy on materiality of and dealing with Related Party Transactions may be accessed on the Company's website at link:

<http://balasorealloys.com/webpage.php?title=Code+of+Conduct&p> type=1&parent=35&catid=59.

CODE OF CONDUCT

The Company's Code of Conduct is based on the principle that business should be conducted in a professional manner with honesty and integrity and thereby enhancing the reputation of the Company. The Code ensures lawful and ethical conduct in all affairs and dealings of the Company.

CODE OF INSIDER TRADING

The Company has devised a framework to avoid Insider Trading and abusive self-dealing. The Code on prevention of Insider Trading, which applies to the Board Members and all officers and employees, seeks to prohibit trading in the securities of the Company based on unpublished price sensitive information. Trading window remains closed so long unpublished price sensitive information is not made public.

OTHER REQUIREMENTS EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return as on the financial year ended 31st March, 2015 in Form MGT - 9 is annexed hereto as Annexure - 6 and forms a part of this report.

SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

PERSONNEL

Your company is continuing the tradition of excellence in human capital management by adopting all modern tools and techniques of human management. The pragmatic and proactive approach of management has contributed in enhancing the job satisfaction of employees. A congenial productive atmosphere has been created through mutual trust and transparency between the management and the employees. Your company always remains vigilant to capitalize on talent pool in order to promote performance driven work culture, both within and outside the organization.

AWARD AND RECOGNITION

The Company has received many awards from various organizations in recognition of its outstanding performance and contribution to the industry and society. Some of the awards received during the financial year 2014-15 are mentioned below:

1) 20th All Odisha Quality Circle Award was conferred to Balasore Alloys Ltd. in the 20th All Odisha Quality Circle Convention organized by NALCO, Bhubaneswar.

2) The Best Pro-People Corporate House of Odisha Award was conferred to Balasore Alloys Ltd. at the function organized by Padmashree Jayanta Mohapatra International Centre.

3) Our Organization is certified with QMS, EMS and OHSAS (ISO 9001, ISO 14001 and ISO 18001) in the discipline of Quality, Environment and Occupational Health and Safety.

PARTICULARSAS PER SECTION 134 (3)(m) OF THE COMPANIESACT, 2013.

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the CompaniesAct, 2013, read with the Companies (Accounts) Rules, 2014 are given in the Annexure - 7 hereto and forms part of this Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATIONAND PROTECTION FUND

Pursuant to the provisions of Section 124 of the CompaniesAct, 2013, relevant amounts which remained unpaid or unclaimed for a period of seven years shall be transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 25th September, 2014 (date of last Annual General Meeting) on the website of Ministry of Corporate Affairs.

EXIT FROM CORPORATE DEBT RESTRUCTURING (CDR) MECHANISM

Your Company was referred to Corporate Debt Restructuring (CDR) mechanism from 1st April 2004 due to prolonged depressed domestic and international market conditions, and increase in power and fuel costs. The Company's performance improved over the years, so the Company along with its lenders commenced the exit procedures from CDR mechanism. During the year, Lenders have computed the recompense liability of Rs. 6275.72 Lacs from 1st April 2004 as approved by CDR Empowered Group (EG). Based on such approvals, provision of Rs. 4367.31 Lacs has been made towards balance recompense payable which has been shown as exceptional item. Subsequently, company has issued Non - Convertible Debentures against the recompense payable to its lenders aggregating to Rs. 4685.72 Lacs and balance amount of Rs.1590 Lacs was paid to Lenders from time to time. Further CDR EG in its meeting dated 26th March, 2015 has given direction that company stands exited from CDR.

APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as a leading player in the industry.

Your Directors express their sincere appreciation for the continued co-operation and support extended to the Company by the Central Government, the Government of Odisha, Government Agencies, Regulatory Authorities, Stock Exchanges, Company's Bankers, Business Associates, Shareholders and the Community at large.

For and on behalf of the Board

Anil Sureka

Managing Director DIN: 00058228

M Trivedi

Director DIN:00050785

PLACE : Kolkata

DATE : 27th May, 2015