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Directors Report of Impex Ferro Tech Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 20th Annual Report of the Company together with Audited Accounts for the Financial Year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Particulars Current Year Previous Year 31.03.2015 31.03.2014

Revenue from Operation (net) 50,580.19 69,802.21

Other Income 304.77 629.68

Total Revenue 50,884.97 70,431.89

Profit before Finance Cost, (2,246.24) (1,806.28) Depreciation and Tax

Less: Depreciation & 863.76 1,177.00 Amortisation

Less: Finance Cost 3,033.65 3,596.47

Less: Tax Expenses - (1094.23)

Net Profit after Tax (6,143.64) (5,485.52)

Add: Balance brought forward (101.95) 5,383.57 from previous year

Adjusted for Depreciation (103.67) - relating to Fixed Assets

Balance carried over to (6,349.27) (101.95) Balance Sheet

FINANCIAL AND OPERATIONAL REVIEW

During the year under review, the Company has achieved Nets Sales/Income from operation of ' 50,580.19 Lacs as against Rs. 69,802.21 Lacs in previous year registering a decline of 27.54 %. The Company incurred a loss of Rs. 6,143.64 Lacs as against Rs. 5,485.52 Lacs in the previous year. The decline in sales and increase in losses are mainly attributed to depressed market for ferro alloys impacting the net realisation and margin. Slower growth in several sectors of the economy resulted into weaker domestic demand. On the other hand, mining crisis and rising inflation in the country resulted in increase in the cost of raw materials and other overheads which could not be passed on to the consumers.

DIVIDEND

In view of the losses incurred by the Company, the Directors of your Company do not recommend any dividend for the financial year 2014-15.

BOARD MEETINGS

The Board met Nineteen (19) times during the year, the details of which are given in the Corporate Governance Report that forms the part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Retirement

In accordance with the provisions of the Companies Act, 2013, Mr. Satish Kumar Singh (DIN: 05295625), retires by rotation and being eligible, offers himself for re-appointment.

Resignation

During the year Mr. Ashok Kumar Jain (DIN: 02223047), Independent Director of the Company has resigned from the directorship of the Company with effect from October 8, 2014.

During the year Mr. Jay Shanker Shukla (DIN: 06391367), Independent Director of the Company has resigned from the directorship of the Company with effect from March 23, 2015.

During the year Mr. Santosh Kumar Khandelwal (DIN: 06607979), cease to be Independent Director of the Company with effect from March 24, 2015 due to his sad demise.

During the year Mr. Ankit Patni (DIN: 00034907), Non-Executive Promoter Director of the Company has resigned from the directorship of the Company with effect from August 22, 2015.

16 I Impex Ferro Tech Limited

Re-appointment

Pursuant to the provisions of Section 149(1) & 161 of the Companies Act, 2013, read with the relevant provisions of the Articles of Association, Mrs. Sujata Agarwal (DIN: 06833458) was appointed as an Additional Director (Independent) by the Board of Directors of the Company with effect from October 8, 2014. She holds office as an Additional Director (Independent) up to the date of the ensuing AGM. The Company has received a notice in writing from a member proposing her candidature for the office of Independent Woman Director. Mrs. Sujata Agarwal qualifies to be an Independent Woman Director pursuant to the provisions of Section 149(1) & 149(6) of the Companies Act, 2013.

Pursuant to the provisions of Section 149(1) & 161 of the Companies Act, 2013, read with the relevant provisions of the Articles of Association, Mr. Nanda Samai (DIN: 02566965) was appointed as an Additional Director (Independent) by the Board of Directors of the Company with effect from January 16, 2015. He holds office as an Additional Director (Independent) up to the date of the ensuing AGM. The Company has received a notice in writing from a member proposing his candidature for the office of Independent Director. Mr. Nanda Samai qualifies to be an Independent Director pursuant to the provisions of Section 149(1) & 149(6) of the Companies Act, 2013.

Pursuant to the provisions of Section 149(1) & 161 of the Companies Act, 2013, read with the relevant provisions of the Articles of Association, Mr. Rohit Jain (DIN: 07129693) was appointed as an Additional Director (Independent) by the Board of Directors of the Company with effect from March 23, 2015. He holds office as an Additional Director (Independent) up to the date of the ensuing AGM. The Company has received a notice in writing from a member proposing his candidature for the office of Independent Director. Mr. Rohit Jain qualifies to be an Independent Director pursuant to the provisions of Section 149(1) & 149(6) of the Companies Act, 2013.

Pursuant to the provisions of Section 149, 152 & 160 of the Companies Act, 2013, Mr. Ramesh Seemakurti (DIN: 00096163) was appointed as an Additional Director (Promoter-Non-Executive) of the Company with effect from August 22, 2015 to hold office upto the date of ensuing AGM. The Company has received a notice in writing from a member proposing his candidature for the office of Non-Executive Promoter Director whose period of office would be liable to be determined by retirement of Directors by rotation.

The brief particulars of the said Directors have been given in the notice convening the ensuing Annual General Meeting and is annexed as additional information to the notice as required under Clause 49 of the Listing Agreement and your Board recommends their appointment/reappointment as set out in the notice.

Chief Financial Officer

As per Section 203 of the Companies Act, 2013 read with the relevant provisions, Mr. Vivek Jain, was appointed as the Chief Financial Officer of the Company with effect from April 29, 2014. However, Mr. Vivek Jain has resigned from the services of the Company with effect from July 17, 2014. Consequent to Mr. Vivek Jain's resignation, the Board appointed Mr. Sanjeet Kumar Gupta as the Chief Financial Officer of the Company with effect from August 25, 2014.

Company Secretary

Ms. Mamata Chakraborty, Company Secretary and Compliance Officer of the Company resigned from the post with effect from February 28, 2015. Consequent to Ms. Mamata Chakraborty's resignation, the Board appointed Ms. Richa Agarwal as the Company Secretary and Compliance Officer of the Company with effect from February 28, 2015.

DIRECTOR'S RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors and external agencies, the reviews performed by Management and the relevant Board Committees, the Board, with the concurrence of the Audit Committee, is of the opinion that the Company's internal financial controls were adequate and effective as on 31st March, 2015.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that we 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 at the end of the financial year and of the profit and loss of the Company for that period;

c) that proper and sufficient care has been taken 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 fraud and other irregularities;

d) that the annual accounts have been prepared on a "going concern" basis;

e) that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively; and

f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

CREDIT RATING

The Company's credit rating for Long-Term debts/facilities is C and Short-Term facilities is A4 (A Four), rated by the ICRA Limited. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Sl. Name of Subsidiary/Joint % of Contribution No. Company Ventures/Associate Companies

1 M/s. SKP Mining Joint Venture Company 50% Pvt. Ltd.

EXTRACT OF ANNUAL RETURN

The details of the extract of the Annual Return in Form MGT 9 is annexed herewith and forms part of this Report as Annexure-I.

PUBLIC DEPOSIT

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

STATUTORY AUDITORS

M/s. R. Kothari & Company (FRN: 307069E), Chartered Accountants, retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The Company has received a certificate confirming their eligilibility to be re- appointed as Statutory Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and Rules framed there under. The Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accounts of India as required under the provisions of revised Clause 49 of the Listing Agreement with the Stock Exchanges.

STATUTORY AUDITORS OBSERVATION

There are no qualifications or adverse remarks in the Auditor's Report which require any clarification/explanation. The notes to accounts referred to in the Auditor's Report are self-explanatory, and therefore, do not call for any further comments/explanations.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, on the recommendation of Audit Committee, the Board of Directors has re-appointed M/s. A. J. S. & Associates, Cost Accountants (FRN 0001060), as Cost Auditor of the Company, at a remuneration of Rs. 35,000/- plus applicable taxes and re-imbursement of out of pocket expenses incurred by them to conduct an audit of the cost accounting records maintained by the Company for the current financial year beginning from 1st April, 2015 and ending on 31st March, 2016.

As required under section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to cost auditor is being placed at the ensuing Annual General Meeting for ratification by the members.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. A J & Associates, Practicing Company Secretary have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report.

SECRETARIAL AUDITOR OBSERVATION

The Secretarial Auditor has the following observations in Form MR-3 enclosed as Annexure II.

(i) The Chairman and Managing Director is one and the same person.

(ii) There were delays in filing of various Forms with Registrar of Companies (ROC), West Bengal.

(iii) The demise of Mr. S.K. Khandelwal, Director of the Company, was informed belatedly.

Our Comments are as under:

(i) There exist confusion in the implementation of the said provision and no notification/clarification from MCA as so far been issued. The Company has discussed the matter with different consultants of repute but there exist in difference of opinion. We are looking into the matter again and will resolve the matter as the sooner to make it in line with the law. The Chairman is said to be a Chairman as he is being the Principal and Senior most Promoter, and the position is given to him as a respect by the Board.

(ii) Teething issues in implementation of New Companies Act, 2013, led to some delays in filing.

(iii) The information of demise of Mr. S.K. Khandelwal was received by the Company after a lapse of more than a month.

INTERNAL AUDITOR

During the year, M/s. Charupreeti & Co. (FRN: 3268561), Chartered Accountants has given their Internal Audit Report for the quarter ended 31st March, 2015 and has resigned from the Internal Auditor of the Company. Further M/s. NR & Associates (FRN: 102903), Cost Accountants has given their consent to appoint as an Internal Auditor of the Company for the financial year 2015-16.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company is equipped with proper and adequate system of internal controls for maintaining proper accounting, cost control and efficiency in operation.

The Company also has adequate system to ensure that all of its assets are safeguarded and protected against loss from unauthorised use or disposition, and transactions are authorised, recorded, and reported correctly. The internal control system is supplemented by internal audits, review by management, documented policies and procedures.

PARTICULARS OF EMPLOYEES

The prescribed particulars of employees required under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure III and forms a part of this Report of the Directors.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO

A statement giving details of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under Section 134(3)(m) read with Rule 8 of Companies Cost (Accounts) Rules 2014 is annexed to this report as Annexure IV.

DECLARATION ON COMPLIANCE WITH CODE OF CONDUCTS

The Board has formulated a Code of Conducts for the Board Members and Senior Management of the Company, which has been posted on the website of the Company.

It is hereby affirmed that all the Directors and Senior Management Personnel have complied with the Code and a confirmation to that effect has been obtained from the Directors and the Senior Management.

PREVENTION OF INSIDER TRADING

The Company already had a structured Code of Conduct for Prevention of Insider Trading long back, with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code has been further streamlined to keep parity with the new Companies Act, 2013.

The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Directors and the designated employees, who hold any shares in the Company, have confirmed compliance with the Code.

SIGNIFICANT AND 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions between the Company and the Directors, the management, or the relatives except for those disclosed in the Financial Statements.

Accordingly, particulars of contracts or arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 (Annexure V) is NIL.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration. A note on Remuneration Policy has been made a part of the Corporate Governance Report.

RISK MANAGEMENT POLICY

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Policy provides for identification of risk, its assessment and procedures to minimize risk. The policy is periodically reviewed to ensure that the executive management controls the risk as per decided policy.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended 31st March, 2015, the Company has not received any Complaints pertaining to Sexual Harassment.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The details of various familiarisation programmes provided to the Directors of the Company is available on the Company's website www.impexferrotech.com.

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.

NOMINATION AND 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 Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

VIGIL MECHANISM POLICY

The Board has adopted a Vigil Mechanism Policy for the Company. This policy is formulated to provide opportunity to all the employees to access in good faith, to the Audit Committee of the Company in case they observe any unethical and improper practice or behaviour or wrongful conduct in the Company and to prohibit managerial personnel from taking adverse personnel action against such employee.

PERFORMANCE/BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

A note on Board Evaluation has been made a part of the Corporate Governance 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 an integral part of this Annual Report.

MANAGEMENT DISCUSSION 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 this Annual Report.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/CFO certification has been submitted to the Board.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted Companies to send electronic copies of Annual Report, notices etc., to the e-mail IDs of shareholders. Your Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request.

APPRECIATION

Your Directors wish to extend their thanks and appreciation for the valuable and continued support received from the Shareholders, Company's Bankers, Central and State Government Authorities, Stock Exchange(s), CDSL, NSDL and all other Business Associates for the growth of the organization.

Your Directors also wish to place on record their deep appreciation to all the employees for their commitment and continued contribution to the Company.

ANNEXURE FORMING A PART OF THIS REPORT OF THE DIRECTORS

The Annexure referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors:

Annexure Particulars

I Extract of the Annual Return (Form MGT 9)

II Secretarial Audit Report (Form MR 3)

III Particulars of Employees

IV Prescribed particulars of Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and Outgo

V Particulars of Contract or Arrangements with Related Parties (Form AOC 2)

For and on behalf of the Board

Suresh Kumar Patni Kolkata, 22nd August, 2015 Chairman cum Managing Director


Mar 31, 2014

Dear members,

The Directors are pleased to present the 19th Annual Report of the Company together with Audited Accounts for the Financial Year ended 31st March, 2014.

Financial Highlights (Rs. in Lacs)

Particulars Current Year Previous Year 31.03.2014 31.03.2013

Revenue from Operation (net) 69,802.21 64,146.94

Other Income 629.68 273.09

Total Revenue 70,431.89 64,420.03

Profit before Finance Cost, (1,806.28) 5,337.65 Depreciation and Tax

Less : Depreciation & Amortisation 1,177.00 1,142.35

Less : Finance Cost 3,596.47 3,577.62

Less : Tax Expenses (1,094.23) 221.47

Net Profit after Tax (5,485.52) 396.23

Add : Balance brought forward 5,383.57 4,987.34 from previous year

Balance carried over to (101.95) 5,383.57 Balance Sheet

Financial and Operational Review

During the year under review the Company has achieved nets sales/income from operation of Rs. 69,802.21 lacs as against Rs. 64,146.94 lacs in previous year registering a growth of 8.82%. In spite of increase in revenue from operation the Company has incurred a net loss of Rs. 5,485.52 lacs which is mainly attributed to depressed market for ferro alloys impacting the net realisation and margin. Weaker domestic demand and slower growth in several key market, mining crises and uncontrolled inflation in the country has resulted in increase in the cost of raw materials and other overhead which could not be passed on the consumers.

Dividend

In view of the losses incurred by the Company, the Directors of your Company do not recommend any Dividend for the financial year 2013-14.

Credit Rating

The Company''s credit rating for Long-Term debts/facilities is B (B plus), for Long-Term/Short-Term debts/facilities is B /A4 (B plus/A Four) and Short-Term facilities is A4 (A Four) rated by the Credit Analysis & Research Limited (CARE).

Public Deposits

The Company has not accepted any fixed deposits from the public and as such, no amount of principal and interest was outstanding as on the date of the Balance Sheet.

Insurance

The properties and insurable assets and interests of the Company, like building, plant and machinery and stocks, among others, are adequately insured.

Directors

In accordance with the provisions of Section 152 the Companies Act, 2013, Mr. Ankit Patni, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Mr. Ashok Kumar Jain, Independent Director, who retires by rotation at the ensuing Annual General Meeting under the erstwhile provision of the Companies Act, 1956 and Mr. Jay Shanker Shukla and Mr. Santosh Kumar Khandelwal, Independent Directors, whose period of office is liable to be determination by retirement of Director by rotation under the erstwhile applicable provision of the Companies Act, 1956, meets all the criteria of independence as laid down under Section 149(6) and the Code for Independent Directors in Schedule IV of the Companies Act, 2013.

Accordingly the aforesaid persons shall be appointed as Independent Directors in terms of section 149 the Companies Act, 2013 at the ensuing Annual General Meeting to hold the office as Independent Director for a term upto 31st March, 2019, and their period of office shall not be liable to determination by retirement of Directors by rotation.

The brief particulars of the said Directors have been given in the notice convening the ensuing Annual General Meeting is annexed as an additional information to the notice as required under Clause 49 of the Listing Agreement and your board recommends their appointment/reappointment as set out in the notice.

Changes in Share Capital

During the year under review, the Company has allotted 1,41,25,000 Equity Shares of Rs.10/- each on preferential basis at a premium of Rs.10/- per share aggregating to Rs.14,12,50,000/- to the entities belonging to Promoter Group and Strategic Investors belonging to Non Promoters Group.

Consequent to said allotment, the paid up Share Capital of the Company stood increased to Rs. 81,59,66,000/-. The entire proceeds received from the preferential allotment has been utilised towards the object of the issue.

Management Discussion & Analysis and Corporate Governance Report

A Management Discussion & Analysis Report and a Report on Corporate Governance along with the certificate from the Company Secretary in Practice regarding compliance with mandatory requirements as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, is presented in a separate section forming part of the Annual Report.

Directors'' Responsibility Statement

The Directors confirm :

* that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

* that they 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 and of the profit or loss of the Company for that period;

* that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* that they have prepared the accounts for the financial year on a ''going concern'' basis.

Auditors and Auditors'' Report

M/s. R. Kothari & Company, Chartered Accountants, (FRN: 307069E) holds office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The members are requested to consider their appointment as the statutory auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the twenty-fourth (24th) Annual General Meeting of the Company subject to ratification by members at every Annual General Meeting held after this Annual General Meeting on such remuneration as shall be fixed by the Board of Directors.

Auditors Observation

There are no qualifications or adverse remarks in the Auditor''s Report which require any clarification/explanation. The notes on Accounts referred to in the Auditor''s Report are self-explanatory, and therefore, do not call for any further comments.

Cost Audit

In terms of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, on the recommendation of Audit Committee, the Board of Directors has re-appointed M/s. A. J. S. & Associates (Regn. No. 0001060), as cost auditor of the Company, at a remuneration of Rs. 35,000/- plus applicable taxes and re-imbursement of out of pocket expenses incurred by them to conduct an audit of the cost accounting records maintained by the Company for the current financial year beginning from 1st April, 2014 and ending on 31st March, 2015.

As required under Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to cost auditor is being placed at the ensuing Annual General Meeting for ratification by the members.

Particulars of Employees

None of the employees of your Company were in receipt of the remuneration in excess of the limit specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011.

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgoing

A statement giving details of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

Acknowledgement

The Board also desires to place on record its appreciation for the support and co-operation received from its Shareholders, Regulatory & Government Authorities, Suppliers, Customers and Bankers. The Company has always looked upon them as partners in its progress. It will be the Company''s endeavour to build and nurture strong links with trade based on mutuality, respect and co-operation with each other. The Board wishes to record their deep sense of appreciation for the committed services of all the employees of the Company.

For and on behalf of the Board Suresh Kumar Patni Chairman cum Managing Director Kolkata, 25th August, 2014


Mar 31, 2012

The Directors are pleased to present the 17th Annual Report of the Company together with the Audited Accounts of the Company for the financial year ended 31st March, 2012.

Financial Highlights (Rs. in Lacs)

Particulars Current Year Previous Year 31.03.2012 31.03.2011

Revenue from Operation (net) 52,639.39 60,275.00

Other Income 556.51 552.67

Total Revenue 53,195.90 60,827.67

Profit before Finance Cost, 3,487.59 3,044.33 Depreciation and Tax

Less: Depreciations Amortisation 454.43 293.29

Less : Finance Cost 2,429.48 1,701.42

Less: Tax Expenses 245.13 369.82

Net Profit after Tax 358.55 679.80

Add balance brought forward from 4,628.79 3,948.99 previous year

Balance carried over to Balance Sheet 4,987.34 4,628.79

Financial and Operational Review

During the year under review the Company has achieved net sales/income from operation of Rs. 52,639.39 Lacs as against Rs. 60,275.00 Lacs in the previous year. The profit before tax for the year stood at

Rs. 603.68 Lacs as against Rs. 1,049.62 Lacs in the previous year. The Company has produced 38,580.28 MT of Ferro Alloys as compared to 31,530.68 MT in previous year. During the year under review the net profit after tax reduced by 47.26% due to margin pressure on account of increase in raw material cost, power cost and interest cost.

Dividend

The Directors of your Company do not recommend any dividend on the Equity Shares for the year under review

Changes in Share Capital

During the year under review the Company has raised an amount of

Rs. 35 Crores by issuing 1,75,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 10/- per share to the entities belonging to promoter group and strategic investors belonging to non-promoter group on a preferential basis. To accommodate the allotment of Equity Shares, consequent to issue of Equity Shares on preferential basis, the Company has enhanced its authorised share capital from Rs. 58 Crores to Rs. 68 Crores.

Consequent to said allotment, the paid up share capital of the Company stood increased to Rs. 67,47,16,040.00. The entire proceeds received from the preferential allotment of Equity Share has been utilised towards the object of the issue.

Amalgamation

The Board of Directors of the Company in their meeting held on 30th May, 2012, took up the proposal of amalgamation of the Company with Rohit Ferro-Tech Limited, a group Company, subject to the approval of the members and creditors of the respective Companies, the Hon'ble Calcutta High Court, Stock Exchange(s) and other Concerned Authorities.

Awards & Achievement

During the current year the Company has been awarded with "Top Exporter-Gold" under Medium Enterprise category by EEPC-ER (Engineering Export Promotion Council, Eastern Region) for its export contribution during the year 2009-10.

Management Discussion & Analysis and Corporate Governance Report

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Corporate Governance along with the certificate from the Company Secretary in Practice and the Management Discussion & Analysis forms part of this Annual Report.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

a) in preparation of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) 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 at the end of the financial year and of the profit or loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

Public Deposits

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

Directors

Mr. Ankit Patni, and Mr. Ashok Kumar Jain retires by rotation and being eligible, offer themselves for reappointment.

Mr. Krishna Kumar Chanani, has resigned from the Directorship of the Company with effect from 12th December, 2011. The Board of Directors recorded its appreciation for the valuable services rendered by Mr. Krishna Kumar Chanani, to the Company.

Mr. Vijay Kumar Jain has been appointed as an Additional Director w.e.f. 12th December, 2011 to hold office up to the date of the next Annual General Meeting. The Company has received notice under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Vijay Kumar Jain as Director of the Company.

Mr. Rohit Patni, has resigned from the Directorship of the Company w.e.f. 21st May, 2012. The Board of Directors recorded its appreciation for the valuable services rendered by Mr. Rohit Patni, to the Company.

Mr. Satish Kumar Singh has been appointed as an Additional Director w.e.f. 24th August, 2012 to hold office up to the date of the next Annual General Meeting. The Company has received notice under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Satish Kumar Singh as Director of the Company. Based on the recommendation of the Remuneration Committee and subject to the approval of the members in the ensuing Annual General Meeting, Mr. Satish Kumar Singh has been appointed as an Executive Director of the Company for a period of 3 years w.e.f. 24th August, 2012.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 274(1) (g) of the Companies Act, 1956. As required under Clause 49 of the Listing Agreement the additional information on the Directors seeking appointment/re-appointment is annexed to the notice.

Auditors & Auditors' Remarks

The Auditors, M/s. S. Jaykishan, Chartered Accountants, retires at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. They have confirmed that if reappointed, their appointment will be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/explanation. The Notes on Accounts referred to in the Auditors' Report are self explanatory, and therefore, do not call for any further comments.

Insurance

The properties and insurable assets and interests of your Company, like building, plant and machinery and stocks, among others, are adequately insured.

Particulars of Employees

The Company had no employee during the year ended 31st March, 2012 who was in receipt of remuneration in excess of the limit specified under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules, 2011.

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules," 1988 is given in the Annexure to this report.

Acknowledgement

The Directors of your Company express their sincere thanks to the Company's Shareholders, Business Partners, Suppliers and Bankers for their continued support and co-operation. The Board wishes to record their deep sense of appreciation for the committed services of all the employees of the Company.

For and on behalf of the Board

Suresh Kumar Patni Chairman cum Managing Director

Kolkata, 24th August, 2012


Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the 16th Annual Report of the Company together with the Audited Accounts of the Company for the financial year ended 3 1st March, 2011.

Financial Highlights

(Rs. in lacs)

Particulars 31.03.2011 31.03.2010

Profit before Interest, 2,469.41 2,508.84 Depreciations Tax

Less : Interest 1,126.50 1,211.80

Less : Deprecation 293.29 287.47

Profit Before Tax 1,049.62 1,009.58

Less: Provision for Tax

Current Tax 350.00

Deferred Tax (23.11) 326.89 359.95

Profit After Tax 722.73 649.63

Adjustment for Extra-Ordinary Item (42.93) (78.80)

Balance brought forward from 3,949.00 3,378.16 Previous year

Balance transferred to 4,628.80 3,949.00 Balance Sheet

Financial and Operational Review

The Company has achieved a total turnover of Rs.604.83 crores as against Rs. 556.01 crores in the previous year registering a growth of approx. 9% in its top line. The profit before tax for the year stood at Rs. 1,049.62 lacs as against Rs.1,009.58 lacs in the previous year registering a growth of 4%. During the year, the Company has produced 31,530.68 MT of Ferro Alloys as compared to 36,83 1.07 MT. During the year, the Company undertook refurbishment of its old furnaces which coupled with power holidays during the major part of the year and altered product mix to suite the market demand led to reduced output in tonnage terms. However, better product mix coupled with altered business strategy helped the Company achieve comparable operating profit.

Dividend

To conserve the resources for meeting the enhanced working capital requirements, the Directors of your Company do not recommend any dividend for the financial year 2010-11.

Awards & Achievement

During the year, the Company was awarded by EEPC-ER (Engineering Export Promotion Council, Eastern Region)top export performance certificate in Medium Enterprises segment for its outstanding contribution to engineering exports during the year 2007-08.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance along with the certificate from the Company Secretary in Practice and the Management Discussion & Analysis forms part of this Annual Report.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that :

a) in preparation of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) the Directors have selected such accounting polices 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 at the end of the financial year and of the profit or loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis.

Public Deposits

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

Directors

Mr. Prem Narayan Khandelwal and Mr. Krishna Kumar Chanani retire by rotation and being eligible, offer themselves for re- appointment.

Mr. Vimal Kumar Patni, Mr. Virendra Kumar jain and Mr. Ajit Kumar Patni, Directors of the Company have resigned from the Directorship of the Company w.e.f. 28th March, 2011 immediately after change in control and management. The Board of Directors took note of the same & recorded its appreciation for the valuable services rendered by the said directors.

Mr. Rohit Patni and Mr. Ankit Patni have been appointed as an additional director w.e.f. 28th March, 2011 to hold office up to the next Annual General Meeting. The Company has received notices under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Rohit Patni and Mr. Ankit Patni as directors of the Company.

Mr. Chhatar Singh Dugar has resigned from the directorship of the Company w.e.f. 5th April, 2011. The Board took note of the same & recorded its appreciation for the valuable services rendered by the said director.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 274(l)(g) of the Companies Act, 1956. As required under Clause 49 of the Listing Agreement the additional information on the Directors seeking appointment/re-appointment is annexed to the notice.

Auditors & Auditors' Remarks

The Auditors, M/s.S.jaykishan, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have confirmed that, if reappointed, their appointment will be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors' Report are self explanatory, and therefore, do not call for any further comments.

Insurance

The properties and insurable assets and interests of your Company, like building, plant and machinery and stocks, among others, are adequately insured.

Particulars of Employees

The Company had no employee during the year ended 31st March, 2011 who was in receipt of remuneration in excess of the limit specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

The information relating to conservation of energy, technology absorption and foreign exchange earning and outgo as required under Section 217( I )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this report.

Acknowledgement

The Directors of your Company express their sincere thanks to the Company's Shareholders, Business Partners, Suppliers and Bankers for their continued support and co-operation. The Board wishes to record their deep sense of appreciation for the committed services of all the employees of the Company.

For and on behalf of the Board

Suresh Kumar Patni Chairman cum Managing Director

Kolkata, 12th August, 2011


Mar 31, 2010

The Directors are pleased to present the 15th Annual Report of the Company together with the Audited Accounts of the Company for the financial year ended 31 st March, 2010.

(Rs in Lacs)

Financial Highlight 31.03.2010 31.03.2009

Profit before Interest, Depreciation & Tax 2508.85 2305.72

Less interest 1211.80 1239.58

Less: Depreciation 28747 252.76

Profit before tax 1009.58 813.38

Less: Provision for Tax

Current Tax 353.00

Deferred Tax 6,95 359.95 288.84

Profit after Tax 649.63 524.54

Adjustment for Extra- Ordinary Item (78.80) (170.06)

Balance brought forward from Previous year 3378.16 3023.68

Balance transferred to Balance sheet 3949.00 3378.16

Financial and Operational Review

The Company has achieved a total turnover of Rs. 556.01 crores as against Rs.383.63 crores in the previous year registering a growth of 45% in its top line. The profit before tax for the year stood at Rs.1009.58 lacs as against Rs. 813.38 lacs in the previous year registering a growth of 24.12%. During the yearthe Company has produced 36831.070 MT of Ferro Alloys as compared to 31637.810 MT in the previous year registering a growth in production of over 16%.

The sluggish demand in the first half of the year and power holidays specially during the last quarter of the year led to lower capacity utilization. During this period the company undertook refurbishment of old furnaces.

Dividend

Considering the financial requirements towards the funding of future planned capacity rationalization to enhance shareholders value in the long term, the Directors of your Company do not recommend any dividend for the financial year 2009-2010.

Changes in Share Capital

During the year under review the Company has allotted 2,49,71,604 Equity shares of Rs.10/- each at a premium of Rs. 6/- as per the basis of allotment approved by the Bombay Stock Exchange Limited. Consequent to the said allotment the total paid-up share capital of the company stands increased to Rs. 49,97,16,040.00.

The total proceeds received from the Rights Issue is deployed towards the installation of 5th submerged arc furnace of 7.5 MVA capacity and installation of 30 MW Captive Power Plant.

Forfeiture of money received against convertible warrants

During the year under review an amount of Rs.133.80 Lacs, received against the issue of convertible warrants, was forfeited as the investors of the warrants did not exercise their option of conversion till the validity of the warrants and the forfeited amount was transferred to the General Reserve Account.

Awards & Achievement

In May, 2010 the Company was awarded by EEPC-ER (Engineering Export Promotion Council, Eastern Region) top export performance certificate in the medium enterprises segment for its outstanding contribution to engineering exports during the year 2007-08.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Corporate Governance along with the certificate from the Auditors of the Company and the Management Discussion & Analysis forms part of this Annual Report. "

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

a) in preparation of the Annual Accounts, the applicable accounting standards have been followed with proper explanation relating to the material departures, if any;

b) 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 at the end of the financial year and of the profit or loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis.

Public Deposits

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

Directors

Mr. Vimal Kumar Patni and Mr. Ashok Kumar Jain retire by rotation and being eligible, offer themselves for re-appointment.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 274(l)(g) of the Companies Act, 1956.

As required under Clause 49 of the Listing Agreement the additional information on the Directors seeking appointment/re- appointment is annexed to the notice.

Auditors

The Auditors, M/s. S. Jaykishan, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Particulars of Employees

The Company had no employee during the year ended 31st March, 2010 who was in receipt of remuneration in excess of the limit specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

The information relating to conservation of energy, technology absorption and foreign exchange earning and outgo as required under Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules,1988 is given in the annexure to this report.

Acknowledgement

The Directors of your Company express their sincere thanks to the Companys shareholders, business partners, suppliers and bankers for their continued support and co-operation. The Board wishes to record their deep sense of appreciation for the committed services of all employees of the Company.

For and on behalf of the Board

V. K. Patni

Kolkata, September 2, 2010 Chairman



 
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