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Directors Report of Rohit Ferro-Tech Ltd.

Mar 31, 2014

Dear Shareholders

The Directors are pleased to present the 14th Annual Report of the Company together with Audited Accounts for the financial year ended 31st March, 2014.

Financial Highlights (Rs. in Crores)

Standalone Current Year Previous Year Particulars 31-03-2014 31-03-2013

Revenue from Operation (net) 2,486.30 2,258.54

Other Income 8.22 11.68

Total Revenue 2,494.52 2,270.22

Profit before Finance Cost, Depreciation and Tax (68.87) 242.81

Less: Depreciation& Amortisation 30.07 29.53

Less: Finance Cost 166.11 143.84

Less: Tax Expenses (36.45) 13.91

Net Profit after Tax (228.60) 55.53

Less: Exceptional Item - 26.61

Profit for the Year (228.60) 28.92

Add: Balance brought forward from previous year 262.55 233.63

Profit/(Loss) available for appropriation 33.95 262.55 Appropriation of Profits

Proposed Dividend - -

Corporate Dividend Tax - -

Balance carried over to Balance Sheet 33.95 262.55

33.95 262.55

Financial and Operational Review

During the year under review the Company has achieved a total revenue from Operation of Rs. 2,486.30 Crores (P.Y. Rs. 2,258.54 Crores) but incurred a net loss of Rs. 228.60 crores due to depressed market price for ferro alloys and increase in input cost impacting the net realisation and margin. Weaker domestic demand and slower growth in several key markets, mining crisises and uncontrolled inflation in the country has resulted in the increase in the cost of raw materials and other overheads which could not be passed on to the customers.

Dividend

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

Subsidiaries

As on 31st March, 2014, the Company has 2 (two) Subsidiaries i.e. M/s SKP Overseas Pte. Ltd. (Wholly Owned Subsidiary) and M/s PT Bara Prima Mandiri of Indonesia (Step down subsidiary). There is no change in the status of the holding in the financial year under review.

Consolidated Financial Statement

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 (Act), the Ministry of Corporate Affairs vide its General Circular No 2/2011 dated February 8, 2011, has granted a general exemption subject to certain conditions to holding Companies from complying with the provisions of Section 212 of the Act, which requires attaching of the Balance Sheet, Profit & Loss Account and other documents of its subsidiary companies to its Balance Sheet. Accordingly, the said documents are not included in this Annual Report. The financial data of the Subsidiaries forms part of the Annual Report. The Company will make available the said annual accounts and related detailed information of the Subsidiary Companies upon the request by any member of the Company or its Subsidiary Companies. These accounts will also be kept open for inspection by any member at the Corporate Office of the Company and the Registered Office of the Subsidiary Companies.

As stipulated in Clause 41 of the Listing Agreement entered into with the Stock Exchanges, the Company has prepared Consolidated Financial Statements in accordance with the relevant Accounting Standards (AS-21) issued by the Institute of Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statements along with the Auditors Report thereon form part of the Annual Report.

Expansion Projects under Implementation

Jajpur Unit- Odisha

Captive Power Plant of 67.5 MW & 33 MVA Furnace

The basic engineering and civil and structural work of Captive Power Plant of 67.5 MW & 33 MVA Furnace is completed. Due to delay in delivery of the some major equipment''s having long lead time the project is not completed in its schedule time. The Company expects to commence the commercial operation of the said projects by the end of September, 2014.

Coal Mines

During the year under review, the coking coal mine in Indonesia owned by M/s. PT Bara Prima Mandiri through the Subsidiary SKP Overseas Pte. Ltd., Singapore has started commercial production. The mine located in Central Kalimantan province of Indonesia has an estimated coking coal reserve of 10 MN Tonnes.

The Company is also having 60% economic interest in a thermal coal mine in Indonesia owned by M/s PT Palopo Indah Raya through its aforesaid Subsidiary. The mine located in Central Kalimantan province of Indonesia has an estimated thermal coal reserves of 20 MN Tonnes.

Credit Rating

The Company''s credit rating for Long-Term debts/facilities is BB- (Double B minus), for Long-Term/Short-Term debts/ facilities is BB-/A4 (double B minus/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.

Awards & Achievements

During the year under review the Company was awarded for Export Excellence by EEPC INDIA for star performance in 2011-12 in Ferro Alloy Segment (Eastern Region).

Debt Restructuring

The Corporate Debt Restructuring Scheme (CDR) of the Company was approved by the CDR -EG in their meeting held on 24th March, 2014. A debt of Rs. 1,854.56 Crores has been restructured, additional fund provided and future interest funded.

The re-structuring was based on the Techno-Economic Viability study which was conducted by an independent third party consultants appointed by the Monitoring Institute, State Bank of India (SBI).

The Company has executed the Master Restructuring Agreement (MRA) and other documents with the lender bankers on 31st March, 2014 and also fulfilled the pre-requisite conditions for the implementation of the CDR Scheme.

Directors

In accordance with the provisions of the Companies Act, 2013, Mr. Suresh Kumar Patni, retires by rotation and being eligible, offers himself for re-appointment.

Mr. Dinesh Biyanee, Executive Director of the Company, whose terms of appointment expired on 31st March, 2014 has been re-appointed by the Board of Directors for a further period of one year w.e.f. 1st April, 2014, subject to approval of Central Government and the shareholders in the ensuing Annual General Meeting.

Mr.Jatindra Nath Rudra, 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, Mr. Jayanta Kumar Chatterjee and Mr. Asoke Kumar Basu, 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/re-appointment as set out in the notice.

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. S. Jaykishan, Chartered Accountants (FRN: 309005E), 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 seventeenth (17th) 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

Based on the Audit Report issued by the Auditors of the Company''s Subsidiary M/s. SKP Overseas Pte Ltd., the Auditors of the Company qualified their report on the Consolidated Accounts of the Company. The observation of the Auditors in case of the Company''s subsidiary M/s. SKP Overseas Pte. Ltd. and the comment of the Board of Directors thereon are as here under:

a) The Auditors of the Company qualified their report with remarks that due to non receipt of the financial statement of M/s. PT Pacific Samudra Perkasa the Auditors are not able to satisfy themselves on the carrying value of the investment at the end of the year.

The Board of Directors state that due to non availability of the financial statement of M/s PT Pacific Samudra Perkasa, the management of the subsidiary Company were unable to provide the financial statement of the investee Company for the purpose of ascertaining the carrying value of the investment. The Company''s investment is however secured by way of pledge of the bond of the said investee Company for acquiring economic interest in a coal mine to the extent of investment made by the Company.

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 Mr. S. Banerjee, Cost Accountant (Membership No. 9780), 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 the 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 Kolkata, 25th August, 2014 Chairman


Mar 31, 2013

Dear Shareholders

The Directors are pleased to presentthe 13th Annual Report of the Company together with Audited Accounts for the financial year ended 31st March, 2013.

Financial Highlights (Rs.in Crores)

Standalone Current year Previous Year PartlCU''arS 31-03-2013 31-03-2012

Revenue from Operation (net) 2,258.54 1,677.30

Other Income 7.61

Total Revenue 2,270.22 1,684.91

Profit before Finance Cost, Depreciation and Tax 242.81 188.15

Less: Depreciation & Amortisation 29.53 21.69

Less: Finance Cost 1443.84 106.21

Less:Tax Expenses 1.91 19.94

Net Profit after Tax 55,53 40.31

Less: Exceptional Item 26.61

Profit for the year 28.92

Add : Balance brought forward from previous year 233.63 197.98

Profit available for appropriation 262,55 238.29

Appropriation of Profits

Proposed Dividend 4.01

Corporate Dividend Tax 0.65

Balance carried over to Balance Sheet 23.63

262.55 238.29

Financial and Operational Review

During the year under review the net sales/income from operation increased from Rs. 1,677.30 Crores in FY 2011-12 to Rs. 2,258.54 Crores in FY 2012-13 representing an increase of 34.65%. Profit after tax for the year stood to Rs. 55.53 Crores as compared to Rs. 40.31 Crores in previous year registering a growth of 37.75%.

Dividend

Considering the financial requirements towards the refurbishment and modernisation of Sub-merged Arc furnaces at Bishnupur and Jajpur and increased Working Capital Requirement, which we believe will enhance shareholders value in long term, the Director of your Company do not recommend any Dividend for the financial year 2012-13.

Subsidiaries

The Company carries a part of its business activity through a Wholly Owned Subsidiary Company M/s. SKP Overseas Pte. Ltd. incorporated at Singapore. During the year under review the Wholly Owned Subsidiary Company has acquired 60% equity stake in a Company M/s. PT Bara Prima Mandiri of Indonesia, a Company in which M/s. SKP Overseas Pte. Ltd. already had 60% economic interest. By virtue of the acquisition of equity stake M/s. PT Bara Prima Mandiri of Indonesia has become a subsidiary of M/s. SKP Overseas Pte. Ltd.

Consolidated Financial Statement

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 (Act), the Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated February 8,2011, has granted a general exemption subject to certain conditions to Holding Companies from complying with the provisions of Section 212 of the Act, which requires attaching of the Balance Sheet,

Profit&LossAccountandotherdocumentsofitsSubsidiary Companies to its Balance Sheet. Accordingly, the said documents are not being included in this Annual Report. The financial data of the Subsidiaries forms part of the Annual Report. The Company will make available the said annual accounts and related detailed information of the Subsidiary Companies upon the request by any member of the Company or its Subsidiary Companies. These accounts will also be kept open for inspection by any member at the Corporate Office of the Company and the Registered Office of the Subsidiary Companies.

As stipulated in Clause 41 of the Listing Agreement entered into with the Stock Exchanges, the Company has prepared Consolidated Financial Statements in accordance with the relevant Accounting Standards (AS-21) issued by the Institute of Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statements along with the Auditors Report thereon form part of the Annual Report.

Changes in Share Capital

During the year under review, the Company has allotted 3,35,00,000 equity shares of Rs. 10/- each on preferential basis at a premium of Rs. 50/- per share aggregating to Rs. 201.00 Crores 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. 1,13,77,61,230. 00. The entire proceeds received from the preferential allotment has been utilised towards the object of the issue.

New Projects and Expansions

JajpurUnit-Odisha

Captive Power Plant of 67.5 MW

The Directors of your Company are pleased to inform that the installation of the 67.5 MW Captive Power Plant at its Jajpur unit is in progress. The basic engineering, civil work and structural fabrication has progressed significantly. All major equipments having long lead time has been received at the site and erection work is under process.

33 MVA Furnace

The basic engineering, civil and fabrication work of 33 MVA Arc Furnace at Jajpur unit is under progress. The Company has placed orderforall major Plant & Machineries and the delivery of the Plant& Machineries are as per Schedule.

Coal Mines

The Company has acquired 60% equity stake in a coking coal mine in Indonesia owned by M/s. PT Bara Prima Mandiri through its Subsidiary M/s. SKP Overseas Pte. Ltd., Singapore. The mine located in Central Kalimantan province of Indonesia has a estimated coking coal reserve of 10 MN Tonnes.

The Company is also having 60% economic interest in thermal coal mine in Indonesia owned by M/s. PT Palopo Indah Raya through its aforesaid Subsidiary. The mine located in Central Kalimantan Province of Indonesia has an estimated thermal coal reserves of20MN Tonnes.

Credit Rating

The Company has retained CARE BBB (Triple B) credit rating for its long term and medium term debts/facilities and CARE A3 (A Three) credit rating for its short term debts/facilities accorded by the credit rating agency Credit Analysis & Research Ltd. (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.

Awards & Achievements

Duringtheyearunder review the Companywas awarded for Export Excellence by EEPC INDIA for star performance in 2010- 2011 in Ferro Alloy Segment (Eastern Region).

Directors

Mr. Asoke Kumar Basu retire by rotation and being eligible, offer himself for re-appointment.

Mr. Kailash Chand Jain has resigned from the Directorship of the Company with effect from 9th October, 2012. The Board of the Directors recorded its appreciation for the valuable services rendered by Mr. Kailash Chand Jain.

Mr. Jay Shanker Shukla has been appointed as an Additional Director w.e.f. 9th October, 2012 to hold office upto the date of the next Annual General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 proposingthe candidature of Mr. Jay Shanker Shukla as Director of the Company.

Mr. Binit Jain has resigned from the position of Executive Director as well as from the Directorship of the Company with effect from 1st April, 2013. The Board of Directors recorded its appreciation for the valuable services rendered by Mr. Binit Jain to the Company.

Mr. Dinesh Biyanee has been appointed as an Additional Director w.e.f. 1st April, 2013 to hold office upto 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. Dinesh Biyanee 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. Dinesh Biyanee has been appointed as an Executive Director (Works) of the Company for a period of 1 (one) year w.e.f. 1st April, 2013.

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 as an additional information to the notice.

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 thatare reasonable and prudent so as to givea true and fairviewofthe state of affairs of the Companyand of the profit or loss ofthe Company forthat 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 detectingfraudandotherirregularities;

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

Auditors

The Statutory Auditors, M/s. S. Jaykishan, Chartered Accountants, holds office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be withinthe limits prescribed under Section 224(1-B) of the Companies Act, 1956 and they are not otherwise disqualified within the meaning of sub section (3) of Section 226 of the Companies Act, 1956 for such appointment.

Auditors Observation

Based on the Audit Report issued by the Auditors of the Company''s Subsidiary M/s. SKP Overseas Pte Ltd., the Auditors of the Company qualified their report on the Consolidated Accounts of the Company. The observation of the Auditors in case of the Company''s subsidiary M/s. SKP Overseas Pte. Ltd. and the comment of the Board of Directors thereon are as here under:

a) The Auditors of the Company qualified their report with remarks that due to non receipt of the financial statement of

M/s. PT Pacific Samudra Perkasa the Auditors are not able to satisfy themselves on the carrying value of the investment atthe end ofthe year.

The Board of Directors state that due to non availability of the financial statement of M/s PT Pacific Samudra Perkasa in desired time, the management of the subsidiary company were unable to provide the financial statement of the investee company for the purpose of ascertaining the carrying value ofthe investment. The Company''s investment is howeversecured by way of pledge ofthe bond of the said investee company for acquiring economic interest inacoal mine to the extent of investment made by the Company.

b) The Auditors of the Company qualified their report with remarks that they are unable to satisfy themselves in the recoverability ofthe trade receivables amounted to USD 0.91 million due from a Debtors.

The Board of Directors state that due to unfavourable market conditions, the payment could not be received within the agreed time as mentioned in the joint minutes with the debtor. The Company has persuaded for the same and is expected to be received very soon.

Cost Audit

As per the requirement of the Central Government and pursuant to the provision of Section 233B of the Companies Act, 1956, the Company has re-appointed Mr. S. Banerjee, Cost Auditors to audit the cost accounts ofthe Company forthe year 2012-13 from 1st April, 2012 to 31st March, 2013 for which necessary approval from Central Government has been received. The Cost Audit Report in respect ofthe financial year 2012-13 will be filed within the due date. The Company has reappointed Mr. S. Banerjee as Cost Auditors forthe financial year 2013-2014.

Particulars of Employees

Details of employee drawing remuneration in excess ofthe limit specified under Section 217(2A) ofthe Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011 is given below:

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(l)(e) ofthe 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

Kolkata, 29th August, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the 12th Annual Report of the Company together with Audited Accounts for the financial year ended 31st March, 2012.

Financial Highlights (Rs. in Crores)

Particulars Standalone

Current Year Previous Year 31.03.2012 31.03.2011

Revenue from Operation (net) 1,677.30 1,166.72

Other Income 7.62 12.99

Total Revenue 1,684.92 1,179.71

Profit before Finance Cost, 188.15 146.25

Depreciation and Tax

Less: Depreciation & Amortisation 21.69 13.33

Less : Finance Cost 106.21 65.07

Less : Tax Expenses 19.94 21.66

Net Profit after Tax 40.31 46.19

Add : Balance brought forward from 197.98 155.00 previous year

Profit available for appropriation 238.29 201.19

Appropriation of Profits

Proposed Dividend 4.01 2.76

Corporate Dividend Tax 0.65 0.45

Balance carried over to Balance Sheet 233.63 197.98

238.29 201.19

Financial and Operational Review

During the year under review the net sales/income from operation increased from Rs. 1166.72 Crores in FY 2010-11 to Rs. 1677.30 Crores in FY 2011 -12 representing an increase of 43.76%. Profit before tax for the year stood at Rs. 60.25 Crores as compared to Rs. 67.85 Crores in previous year registering a decline of 11.20% which was mainly due to increase in finance cost and pressure on margin due to high input cost.

Dividend

Your Directors are pleased to recommend a dividend @ 5% i.e., Rs. 0.50 per share on 8,02,76,123 Equity Shares of Rs. 10/- each for the financial year ended 31st March, 2012 subject to approval of the members at the ensuing Annual General Meeting. The total outflow on account of dividend on Equity Shares together with the Corporate Tax on Dividend will be Rs. 4.66 Crores.

Subsidiary

SKP Overseas Pte. Ltd. was incorporated on 9th April, 2008 in Singapore as Wholly-Owned Subsidiary of your Company. The Ministry of Company Affairs has granted a general exemption to Companies, by General Circular No-2/2011 dated 8th February, 2011 under section 212(8) of the Companies Act,1956, from attaching individual accounts of the subsidiaries with their annual report. Accordingly, the Board of Directors of the Company has, by resolution, given consent for not attaching the accounts of its subsidiary in the annual report of the Company for the financial year ended 31 st March, 2012. The financial data of the subsidiary forms part of the Annual Report.

The Company will make available documents/details of the subsidiary Company upon request by any member or investor of the Company/Subsidiary Company. The Annual Accounts of the Subsidiary Company will be kept open for inspection by any investor/member at the Corporate Office of the Company and also that of the Subsidiary Company.

Consolidated Financial Statement

As stipulated in Clause 41 of the Listing Agreement entered into with the Stock Exchanges, the Company has prepared Consolidated Financial Statements in accordance with the relevant Accounting Standards (AS-21) issued by the Institute of Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statements along with the Auditors Report thereon form part of the Annual Report.

Changes in Share Capital

During the year under review, the Company has allotted 2,50,00,000 Equity Shares of Rs. 10/- each on preferential basis at a premium of Rs. 50/- per share aggregating to Rs. 150.00 Crores to the entities belonging to promoter group and strategic investors belonging to non promoters group.

Consequent to the said allotment, the paid up Share Capital of the Company stood increased to Rs. 80,27,61,230.00. The entire proceeds received from the preferential allotment has been utilised towards the object of the issue.

Issue of Equity Share on Preferential Basis

The Board of Directors in their meeting held on 24th August, 2012, subject to the approval of the members in the ensuing Annual General Meeting, has deeded to raise a sum of Rs. 201.00 Crores by issuing 3,35,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 50/- per share on preferential basis to the entities belonging to promoter group and strategic investors belonging to non-promoter group.

The amount raised will be utilised to part finance installation of 33MVA Sub-merged Arc Furnace, to meet long-term working capital requirement and to make further investment in the Wholly Owned Subsidiary Company.

New Projects and Expansions

- Haldia Unit -West Bengal

Your Directors are pleased to inform you that all the six furnaces of 9 MVA capacity of 100% EOU project at Haldia achieved full commercial production by 2011-12.

- Jajpur Unit-Odisha

Captive Power Plant of 67.5 MW

The Directors of your Company are pleased to inform that the installation of the 67.5 MW Captive Power Plant at its Jajpur unit ,s in progress as per schedule. The bas,c engineering, civil work and structural fabrication has progressed significantly. The Company has released order for equipment having delivery schedule and has applied for and received necessary approvals required for implementation of the project. After installation of the Captive Power Plant, the power cost of the unit will be reduced and will ensure competitive advantage over other market players.

33 MVA Furnace

The Company is setting up an additional Sub Merged Arc Furnace of 33 MVA rating at its Jajpur Unit. The Company has achieved financial closure for the project and on completion of this project, the total capacity of the Jajpur unit will be 99 MVA. The enhanced capacity will increase the production capacity of the plant to 1,50,000 MTPA of Ferro Alloys.

Coal Mines

The Company has acquired 60% economic interest in a coal mine in Indonesia through its Subsidiary Company SKP Overseas Pte. Ltd. The mine has a proven Coking Coal reserve of over 5 million tonnes and estimated Thermal Coal reserve of 20 million tonnes.

Amalgamation

The Board of Directors of the Company in their meeting held on 30th May, 2012, took up the proposal of amalgamation of the group Company, M/s. Impex Ferro Tech Limited with the Company, subject to the approval of the members and creditors of the respective Company, the Hon'ble Calcutta High Court and other Concerned Authorities.

Credit Rating

The Company has retained CARE BBB (Triple B) credit rating for its long term and medium term debts/facilities and CARE A3 (A Three) credit rating for its short term debts/facilities accorded by the credit rating agency Credit Analysis & Research Ltd (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 your Company, like building, plant and machinery and stocks, among others, are adequately insured.

Awards & Achievements

During the year under review the Company was awarded National Award for Export Excellence by EEPC INDIA for star performance in 2009-2010 under Large Enterprise in Ferro Alloy Segment.

Directors

Mr. Suresh Kumar Patn, and Mr. Jayanta Kumar Chatterjee retires by rotation and being eligible, offer themselves for reappointment.

Mr. Binit Jam, Executive Director of the Company, whose terms of appointment will expire on 31st August, 2012 has been re-appointed by the Board of Directors for a further period of one year w.e.f. 1st Septebmer, 2012, subject to the approval of the shareholders in the ensuing Annual General Meeting.

Mr. Rohit Patn,, Managing Director of the Company, whose terms of appointment expires on 26th August, 2012 has been re-appointed by the Board of Directors for a further period of five years w.e.f. 27th August, 2012, subject to the approval of the shareholders in the ensuing Annual General Meeting.

Mr. Ankit Patn, has resigned from the position of Joint Managing Director as well as from the Directorship of the Company with effect from 24th August, 2012. The Board of Directors recorded its appreciation for the valuable services rendered by Mr. Ankit Patn, to the Company.

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 as an additional information to the notice.

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 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 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

The Statutory Auditors, M/s. S. Jaykishan, Chartered Accountants, holds office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1 - B) of the Companies Act, 1956 and they are not otherwise disqualified within the meaning of sub-section (3) of Section 226 of the Companies Act, 1956 for such appointment.

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

Cost Audit

As per the requirement of the Central Government and pursuant to the provision of Section 233B of the Companies Act, 1956, the Company has appointed Mr. S. Banerjee, Cost Auditors to audit the cost accounts of the Company for the year 2011 -12 from 1 st April, 2011 to 31 st March, 2012 for which necessary approval from Central Government has been received. The Cost Audit Report in respect of the financial year 2011 -12 will be filed on or before the due date. The Company has re-appointed Mr. S. Banerjee as Cost Auditors for the financial year 2012-13.

Particulars of Employees

None of the employees of the Company has drawn 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 ,s 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. Your Company has always looked upon them as partners in its progress. It will be your 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

Kolkata, 24th August, 2012 Chairman


Mar 31, 2010

The Directors have pleasure in presenting their Tenth Annual Report together with audited statement of accounts for the financial year ending 31st March, 2010.

FINANCIAL RESULTS (Rs. in Crores)

Particulars Current Year Previous year

31st March, 2010 31st March, 2009

Net Sales 824.36 874.75

Operating Profit 102.48 69.81

Interest 39.65 46.00

Depreciation 10.83 9.91

Profit before Tax (PBT) 52.00 13.90

Tax Expense 15.98 4.86

Profit after Tax (PAT) 36.02 9.04

Balance brought forward from previous year 123.13 118.23

Adjustment for earlier years (1.85) (1.84)

Profit available for Appropriation 15730 125.43

Less: Appropriated as under

-Proposed Dividend (5%) including Tax 2.30 2.30

-Transfer to General Reserve - -

Surplus carried to Balance Sheet 155.00 123.13

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.50 per share on 39,482,945 Equity Shares of Rs. 10/- each for the financial year ended 31st March, 2010 subject to approval of the members at the ensuing Annual General Meeting. The total outflow on account of dividend on equity shares together with the Corporate Tax on Dividend will be Rs. 2.30 Crores.

FINANCIAL AND OPERATIONAL REVIEW

During the year under review, the Company has recorded a growth of 298% in the Net Profit after Tax, although there is a decline in sales from Rs. 874.75 Crores in FY 2008-09 to Rs. 824.36 Crores in FY 2009-10. The above achievement was possible on account of better efficiency and cost reduction along with the turnaround in the economic situation worldwide.

There is a significant increase in the production during the year which stood at 1,42,289 MT compared to 1,15,376 MT last year.

Consequent on the improved working of the Company during the year, the net worth stood at Rs. 303.84 Crores as against Rs. 223.45 Crores last year. There has been a marginal increase in Gross Fixed Assets which increased to Rs. 260.33 Crores compared to Rs. 249.82 Crores last year excluding Capital Work-in-Progress pending Capitalization. Overall there has been a substantial improvement in the Companys financial position.

AWARDS AND ACHIEVEMENTS

The Company has received awards from EEPC for the following categories for its achievements in export performance:

. 2006-07 - Top Exporter from Eastern Region

. 2007-08 - Star Performer as Large Enterprise

The Company has also been nominated for All India Best Exporter Award in Ferro Alloys by EEPC for the year 2008-09.

The Company is associated with the following institutions :

. EEPC (Engineering Export Promotion Council)

. IFAPA (Indian Ferro Alloys Producers Association)

. FIEO (Federation of Indian Exporters Organisaiton)

. ICDA (International Chrome Development Association)

. CM (Confederation of Indian Industries)

. ICC (Indian Chamber of Commerce)

. BCC(Bharat Chamber of Commerce)

. IMNI (International Management Institution)

EXPORT MARKETING AND INITIATIVES

Despite the global meltdown and weak international demand the Company achieved an export turnover of Rs. 472.66 Crores.

The Company has a very strong customer extension activity internationally adding new business partners from Japan, Slovania, Peru, Ukrain, Egypt and Turkey

The Company adopted the following strategies for establishing better and direct marketing contact with its overseas customers :

. Direct contract with steel plants

. Appointed agent/employee in China, Korea, Europe for direct marketing.

. Retail selling concept to cater to small buyers requirement directly like foundries etc

. Signed contract with two major warehouse in China (SHANGHAI/ NINGBO) and Europe (ROTTERDAM) for storing the cargo for retail selling. The Company is also planning to open a new warehouse in Japan (NAYOGA).

NEW PROJECTS AND EXPANSIONS

Haldia Unit -West Bengal

The 100% EOU project at Haldia consisting of 6 Furnace of 9 MVA capacity each to produce ferro alloys commenced commercial production on 10th June, 2010 by starting one Furnace of 9 MVA.

On 10th August, 2010 the 2nd furnace at the Haldia unit also commenced production. The remaining 4 furnaces and the sintering plant are expected to commence production in a phased manner reaching full commercial operation by end of the current financial year.

On completion of its ongoing projects, the Company will emerge as one of the largest producer of ferro alloys in the country.

JajpurUnit-Orissa

The proposed Captive Power Plant of 110 MW at Jajpur unit will be constructed in two phases. The detailed project report has been prepared and the Company is awaiting financial closure to start the implementation of the project.

Bishnupur Unit -West Bengal

The Stainless steel project at Bishnupur in West Bengal having the production capacity of 1,00,000 tonne per annum is under implementation and is targeted for completion by October, 2011.

DIRECTORS

Mr. Suresh Kumar Patni and Mr. Asoke Kumar Basu, Directors of your Company, are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Binit Jain, Executive Director of the Company, whose terms of appointment expires on 31st August, 2010 has been re-appointed by the Board of Directors for a further period of one year, subject to the approval of the shareholders in the ensuing Annual General Meeting.

A brief resume/details related to Directors seeking appointment/re- appointment is furnished as an Additional Information in the notice of the ensuing Annual General Meeting.

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 AUDITORSREPORT

The Statutory Auditors M/s. S. Jaykishan, Chartered Accountants, holds office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1-B) of the Companies Act, 1956 and they are not otherwise disqualified within the meaning of sub Section (3) of Section 226 of the Companies Act, 1956 for such appointment.

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

CONSOLIDATED FINANCIAL STATEMENT

As stipulated in Clause 41 of the Listing Agreement entered into with the stock exchanges, the Company has prepared Consolidated Financial Statements in accordance with the relevant Accounting Standards (AS - 21) issued by the Institute of Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statements along with the Auditors Report thereon form part of the Annual Report.

SUBSIDIARIES

The Company has a Wholly-Owned-Subsidiary named SKP Overseas Pte. Ltd. incorporated in Singapore. The Statement as required under Section 212 of the Companies Act, 1956 is attached hereto forming part of this report. The Directors Report and Audited Accounts of the subsidiary also form part of the Annual Report.

PROPOSED RIGHT ISSUE AND INCREASE IN AUTHORISED SHARE CAPITAL

The Company with a view to raising funds interalia for financing its ongoing projects, vide resolution passed by the members of the Company through postal ballot decided to issue equity shares to the existing shareholders of the Company on rights basis. The said issue, having received final clearance from the Securities and Exchange Board of India as well as in- principle approval from both the exchanges, is planned to open in the next few weeks. The Board of directors have fixed the rights entitlement of 2(two) equity shares for every 5(five) fully paid-up equity share held by the members as on the record date and the issue price has been fixed at Rs.60/- per equity share, (including Premium of Rs. 50/-per share). To accommodate the allotment of equity shares consequent to the rights issue, the Company has enhanced its authorized share capital to Rs. 80 Crores from Rs.45 Crores

CREDIT RATING

The Company has approached CARE rating agency for annual review of its credit rating based on the audited financial results for the year ended 31st March, 2010.

INSURANCE

The Companys present and future plant, property, equipments and stocks are adequately insured against major risks. After taking into account all the relevant factors, including the risk benefit trade-off, the Company has consciously decided to take insurance cover for loss of profit arising only due to Fire and Allied Perils.

FIXED DEPOSITS

Your 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.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

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.

PARTICULARS OF EMPLOYEES

Details of employees drawing remuneration in excess of the limit specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended during 2009-10 is given as statement herein below :

Name Age Qualification Date of Designation

(Years) Commencement

of employment

Mr. Rohit Patni 26 BE, MBA 27.08.2007 Managing

Director

Mr. Ankit Patni 25 CFA 27.08.2007 Jt. Managing

Director

Name Remuneration Experience Last

received (gross) (Years) employment

Mr. Rohit Patni Rs.36,00,000/- 4 Continuing as Jt. MD in

Ankit Metal

_& Power Ltd.

Mr. Ankit Patni Rs. 24,00,000/- 5 Continuing as

MD in Ankit Metal

_& Power Ltd.

Notes :

1. Remuneration includes only salary.

2. Mr. Rohit Patni and Mr. Ankit Patni are brothers and are sons of Mr. Suresh Kumar Patni (Chairman).

3. None of the Companys employees are related to the Directors of the Company.

DISCLOSURE OF PARTICULARS

A statement giving details of 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 annexed to this report.

HUMAN RESOURCES AND TRADE RELATIONS

Your Directors wish to place on record their appreciation for the employees contribution at all levels and for their deep unstinted support in helping the Company achieve its goals.

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. Your Company has always looked upon them as partners in its progress. It will be your Companys endeavor to build and nurture strong links with trade based on mutuality, respect and co-operation with each other.



For and on behalf of the Board

Suresh Kumar Patni

Kolkata, 31st August, 2010 Chairman

 
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