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