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Indian Metals & Ferro Alloys Ltd.

BSE: 533047 Sector: Metals & Mining
NSE: IMFA ISIN Code: INE919H01018
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VOLUME 2861
52-Week high 823.00
52-Week low 156.00
P/E 3.39
Mkt Cap.(Rs cr) 1,290
Buy Price 477.30
Buy Qty 30.00
Sell Price 478.05
Sell Qty 44.00
OPEN 482.50
CLOSE 479.80
VOLUME 2861
52-Week high 823.00
52-Week low 156.00
P/E 3.39
Mkt Cap.(Rs cr) 1,290
Buy Price 477.30
Buy Qty 30.00
Sell Price 478.05
Sell Qty 44.00

Indian Metals & Ferro Alloys Ltd. (IMFA) - Director Report

Company director report

Your Directors hereby present the 55th Annual Report together with Audited Financial

Statements of the Company for the financial year ended 31st March 2017.

FINANCIAL RESULTS

Amount in Rs Crore
FY 2016-17 FY 2015-16
1 Revenue from operations 1697.04 1226.53
2 Other Income 49.35 16.48
3 Total Revenue 1746.39 1243.01
4 Profit before finance cost depreciation taxation prior 564.68 139.50
period income and exceptional items
5 Finance Cost 86.33 83.61
6 Depreciation 108.69 114.05
7 Profit/(Loss) before Tax 369.66 (75.31)
8 Tax including Deferred Tax 119.83 (30.58)
9 Profit/(Loss)after 249.83 (44.73)
10 Other Comprehensive Income/(Expenses) 0.17 (1.35)
11 Total Comprehensive Income /(Expenses) for the year 250.00 (46.08)

During the year under review market conditions were extremely poor to begin with butimproved dramatically in the second half with ferro chrome prices more than doublingresulting in a 38.36% increase in gross sales to a record

Rs 1697.04 Crore (previous year: Rs 1226.53 Crore) including highest ever foreignexchange earnings of Rs 1447.37 Crore (previous year: Rs 1057.15 Crore). SimilarlyEBIDTA before exceptional items surged by nearly 305% to Rs 564.68 Crore (previous year:Rs 139.50 Crore) and profit after tax stood at Rs 249.83 Crore (previous year: Loss of Rs44.73 Crore).

INTERIM DIVIDEND

The Board of Directors in its meeting held on 7th February 2017 had approved paymentof interim dividend of Rs 10/- per Equity Share (@ 100%) on 26977053 Equity Shares ofthe Company of face value of Rs 10/- each fully paid-up out of the profits for FY2016-17. Interim dividend was paid to the shareholders as per their shareholding in theCompany as on 15th February 2017 (Record Date).

FINAL DIVIDEND

In view of the excellent performance during the year under review in addition tointerim dividend your Directors are pleased to recommend a final dividend of Rs10/- per equity share of face value of Rs 10 each for the year ended 31st March 2017subject to approval of shareholders at the forthcoming Annual General Meeting of the

Company. Final dividend if approved by the shareholders taken together with theinterim dividend will amount to total dividend of Rs 20/- per equity share for FY2016-17.

CHANGE IN CAPITAL STRUCTURE

During the year under review the Company made preferential issue of 1000000 Warrantsconverted into equivalent number of equity shares of Rs 10 each to Promoter group entityat Rs 165/ each (including premium of Rs 155/ each) as per the SEBI (ICDR) Regulations andother applicable provisions of the Companies Act 2013.

The entire issue proceeds were utilised for working capital requirements and othergeneral corporate purpose. Consequent upon preferential issue of equity shares the paidup share capital of the Company has been increased from Rs 259770530/ (25977053equity shares of Rs 10/ each) to Rs 269770530 (26977053 equity shares of Rs 10/each).

STATE OF COMPANY'S AFFAIRS

Ferro Alloys

The production of ferro chrome during the year under review increased by

24.68% to 235460 tonnes (previous year: 188849 tonnes) which is the highest everrecorded. This was due to better operating parameters and furnace availability throughoutthe year.

Electricity

During the year under review your Company generated 1036.88 MU'S of electricity(previous year: 857.99 MU'S) in accordance with higher captive requirement. Electricitygeneration too is the highest ever in the history of the Company crossing 1000 MU'S forthe first time.

Mining

Chrome Ore production during the year under review was also highest ever at

545111 tonnes as compared to 359468 tonnes during the previous year.

It is pertinent to note here that your Company has consistently followed in letter andspirit the practice of value addition and limited ore raising from its captive mines tothat required for captive consumption thus maximising contribution to the exchequer.

EXTRACT OF THE ANNUAL RETURN

An extract of annual return for the financial year ended on 31st March 2017 in FormMGT-9 pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014 is attached as

Annexure-1.

NUMBER OF MEETINGS OF THE BOARD

The Board met five times in FY 2016-17 viz. on 17th May 2016 24th June 2016 26thJuly 2016 24th October 2016 and 7th February 2017. The maximum interval between anytwo meetings did not exceed 120 days. The details of the composition of the Board and itsCommittees and of the Meetings held and attendance of the Directors at such Meetings areprovided in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions under section

134(5) of the Companies Act 2013 your Directors hereby confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards read with requirements set out underSchedule III of the Companies Act 2013 have been followed and there are no materialdepartures from the same;

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

(iii) that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities;

(iv) that they have prepared the annual accounts of the Company for the financial yearended 31st March 2017 on a going concern basis;

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

(vi) that they had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have given declaration that they meet the criteria specifiedunder section 149(6) of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations).

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company'S Policy on DirectorS' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a

Director and other matters provided under sub-section (3) of section 178 is attachedas Annexure-2 to this Report.

AUDITORS AND AUDITORS' REPORT Statutory Auditors

M/s Haribhakti & Co.LLP. Chartered Accountants (Firm Registration No.103523W)were appointed as Statutory Auditors of the Company to hold office till the conclusion ofthe 57th Annual General Meeting to be held in the calendar year 2019. In terms of thefirst proviso to Section 139 of the Companies Act 2013 the appointment of the auditorsshall be placed for ratification at every Annual General Meeting. Accordingly theappointment of M/s Haribhakti & Co.LLP. Chartered Accountants as Statutory Auditorsof the Company is placed for ratification by the shareholders.

There are no qualifications reservations or adverse remarks or disclaimers made intheir audit report.

Secretarial Auditor

The Company has appointed M/s Sunita Mohanty & Associates Company

Secretaries to conduct secretarial audit and their Report on Company'S SecretarialAudit is appended to this Report as Annexure-3.

There are no qualifications reservations or adverse remarks or disclaimers made intheir secretarial audit report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans and investments covered under the provisions of Section

186 of the Companies Act 2013 are given in the notes to the Financial Statementsforming part of Annual Report. The

Company has not provided any guarantees during the Financial Year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contracts/arrangements/ transactions which are not at arm'S length basisand there are no material contracts/ arrangements/transactions which are at arm'S lengthbasis.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year to which the financialstatements relate and the date of the report.

ENERGY CONSERVATION ETC.

The information required under section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are set out in Annexure-4 hereto forming part ofthis report.

RISK MANAGEMENT POLICY

The Company has a Risk Management framework in place which is designed to identifyassess and monitor various risks related to key business and strategic objectives and leadto the formulation of a mitigation plan. All identified risks are categorised based on amatrix of likelihood of occurrence and impact thereof and a mitigation plan is worked outto the extent possible. Major risks in particular are monitored regularly at meetings ofthe Executive Risk Committee and the Board of Directors of the Company is kept abreast ofsuch issues.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The details about the development of CSR

Policy and initiatives taken by the Company on Corporate Social Responsibility duringthe year as per Companies (Corporate Social Responsibility Policy) Rules 2014 have beenappended as Annexure-5 to this Report.

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas: i) Attendance of Board Meetings and Board Committee Meetings

ii) Quality of contribution to Board deliberations

iii) Strategic perspectives or inputs regarding future growth of Company and itsperformance iv) Providing perspectives and feedback going beyond information provided bythe management

v) Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis/her evaluation.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013

Pursuant to Section 197(12) of the Companies Act 2013 read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the ratio of remuneration of eachdirector to the median employee'S remuneration and such other details are furnished below:

i) the ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year:

Name of the Director Ratio Name of the Director Ratio
Dr B Panda 208:1 General Shankar Roychowdhury(Retd) 1.77:1
Baijayant Panda 212:1 Major R N Misra(Retd) 1.89:1
Subhrakant Panda 220:1 Dr S Acharya 1.81:1
J K Misra 33:1 S P Mathur 1.85:1
C R Ray 20:1 S Nautiyal 1.77:1
Paramita Mahapatra 0.27:1 Stefan Georg Amrein 0.06:1
D Bandyopadhyay 1.81:1 Bijoy Kumar Das 1.84:1
N R Mohanty 1.86:1

ii) the percentage increase in remuneration of each Director Chief Financial Officer& Company Secretary and Chief Executive Officer in the financial year:

Name of the Director % increase Name of the Director/CFO & CS % increase
Dr B Panda 384 General Shankar Roychowdhury (Retd) 4167
Baijayant Panda 373 Major R N Misra(Retd) 1042
Subhrakant Panda 331 Dr S Acharya 524
J K Misra 76 S P Mathur 1575
C R Ray 19 S Nautiyal 3100
Paramita Mahapatra - Stefan Georg Amrein -
D Bandyopadhyay 4266 Bijoy Kumar Das 13200
N R Mohanty 4400 Prem Khandelwal CFO&CS 2

iii) the percentage increase in the median remuneration of employees in the financialyear: 7.92 iv) the number of permanent employees on the rolls of company: 2380 v) averagepercentile increase already made in the salaries of employees other than the managerialpersonnel in the last financial year and its comparison with the percentile increase inthe managerial remuneration and justification thereof and point out if there are anyexceptional circumstances for increase in the managerial remuneration:

Average percentile increase in the salaries of employees other than the managerialpersonnel : 38th

Percentile increase in the managerial remuneration : 49th vi) The Nomination andRemuneration

Committee of the Company has affirmed that the remuneration is as per the Nominationand Remuneration

Policy of the Company.

PARTICULARS OF EMPLOYEES

The information on employees who were in receipt of remuneration of not less than

Rupees One Crore and two lakhs during the financial year or Rupees Eight Lakh FiftyThousand per month during any part of the said year as required under Section 197 (12) ofthe Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in the Annexure forming part of the Report. In terms ofproviso to Section 136(1) of the Act the

Report and Accounts are being sent to the shareholders excluding the aforesaidAnnexure. The said statement is also open for inspection at the Registered Office of theCompany. Any member interested in obtaining a copy of the same may write to the CompanySecretary.

PUBLIC DEPOSITS

The Company has not accepted/renewed any public deposits during the year under reviewunder Section 73 of the Act read with Companies (Acceptance of Deposits) Rules 2014.There are no deposits that remain unclaimed.

WHISTLE BLOWER POLICY

The Company has formulated a Whistle

Blower Policy for Directors and employees to report their genuine concerns details ofwhich have been given in the Corporate

Governance Report annexed to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs Paramita Mahapatra and Mr Jayant Kumar Misra Directors retire by rotation at theforthcoming Annual General Meeting of the Company and are eligible for re-appointment.

Resolutions seeking approval of the members have been incorporated in the notice of theforthcoming Annual General Meeting. Brief resum/details relating to Directors who are tobe appointed/reappointed are furnished in the Explanatory Statement to the Notice of theensuing Annual General Meeting as required under the Code of Corporate Governance.

DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT

Pursuant to Listing Regulations details in respect of the shares lying in the IndianMetals & Ferro Alloys Limited – Unclaimed Suspense Account (Promoter group &Non-promoter group) till 31st March 2017 are as under:

Sl.No. Description No of shareholders No. of shares
(i) Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying as on 1st April 2016 7027 109037
(ii) Number of shareholders who approached the Company for transfer of shares from unclaimed suspense account during the year 2016-17 18 104
(iii) Number of shareholders to whom shares were transferred from unclaimed suspense account during the year 2016-2017 18 104
(iv) Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying as on 31st March 2017 7009 108933

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a comprehensive system of internal controls that enables efficientoperations optimal resource utilisation and compliance with all applicable laws andregulations. Each of these internal controls strengthens the Company and protects loss orunauthorised use of assets by providing adequate checks and balances. The Companyauthorises records and reports all transactions. An independent firm of CharteredAccountants serves as the internal auditor to execute the internal audit functions. TheManagement and Audit Committee of the Board observes and then recommends correctivemeasures following such audits to improve business operations.

CORPORATE GOVERNANCE

Pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015a report on the Corporate Governance Management Discussion and Analysis Certificate fromPracticing

Company Secretary regarding compliance of conditions of Corporate Governance have beenmade a part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

HOLDING COMPANY

Pursuant to the order of HonRsble High Court of Orissa Cuttack dated 7th October 2016sanctioning the Composite Scheme of Arrangement between B.Panda and Company PrivateLimited (Tansferee & Demerged Company) and Barabati Investment & TradingCo. Private Limited Indmet Commodities Private Limited K. B. Investments PrivateLimited Madhuban Investments Private Limited Paramita Investments & Trading CompanyPrivate Limited (collectively referred to as the

"Transferor Companies" and individually referred to as a "TransferorCompany") Utkal Real Estate Private Limited Barabati Realtors Private LimitedBP Developers Private Limited (collectively referred to as the ResultingCompanies" and individually referred to as a "Resulting Company")and their respective shareholders Transferor Companies got merged with the Transferee

Company effective 22nd November 2016. Thereafter separate undertakings except theCompany'S shares were transferred from the Demerged Company to the Resulting Companies.Further consequent upon the issue of 1000000 equity shares to Promoter Group entity onpreferential basis B. Panda and Company Private Limited holds 51.59% equity shares in theCompany and became the holding company.

SUBSIDIARY/JOINT VENTURE COMPANIES

A report on the performance and financial position of each of the subsidiariesassociates and joint venture companies included in the consolidated financial statement isattached as Annexure-6.

INDUSTRIAL RELATIONS

During the year under review industrial relations at the Company'S manufacturing/operational complexes located at different sites remained cordial.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation of theexemplary service rendered by the entire workforce during the year under review. Furtheryour Directors would also like to appreciate the support received from Term Lenders andWorking Capital Bankers. Last but certainly by no means least your Directors would liketo thank shareholders customers Government and the public at large for their continuedsupport and confidence.

Subhrakant Panda Jayant Kumar Misra
Managing Director Director(Corporate) & COO

ANNEXURE-1

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

AS ON FINANCIAL YEAR ENDED ON 31.03.2017

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company

(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS:

1 CIN L27101OR1961PLC000428
2 Registration Date 20-11-1961
3 Name of the Company INDIAN METALS AND FERRO ALLOYS LTD
4 Category/Sub-category of the Company Company limited by shares
Indian Non-Government Company
5 Address of the Registered office & contact details IMFA BUILDING
BOMIKHAL RASULGARH
BHUBANESWARODISHA
INDIA - 751010
6 Whether listed company Yes
7 Name Address & contact details of the Registrar & Transfer Agent if any. Not Applicable

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated)

SN Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 Ferro Chrome/ Ferro Alloys 2711 97%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

SN. Name and address of the Company CIN/GLN Holding/ Subsidiary/ % of shares held Applicable Section
Associate
1 IMFA Alloys Finlease Limited U65990OR2009PLC011366 Subsidiary 76 Section 2(87)(ii)
2 Indian Metals And Carbides Limited U27209OR1973PLC000598 Subsidiary 99.99 Section 2(87)(ii)
3 Utkal Coal Limited U74899DL1998PLC068120 Subsidiary 79.2 Section 2(87)(ii)
4 Utkal Green Energy Limited U01112OR2007PLC009115 Subsidiary 100 Section 2(87)(ii)
5 Utkal Power Limited U40101OR2004PLC007590 Subsidiary 100 Section 2(87)(ii)
6 Indmet Mining Pte Ltd (Singapore) Subsidiary 100 Section 2(87)(ii)
7 Pt Sumber Rahayu Indah (Indonesia) Subsidiary 70 Section 2(87)(ii)

IV. SHARE HOLDING PATTERN (Equity share capital breakup as percentage of totalequity)

(i) Category-wise Share Holding

No. of Shares held at the beginning of the year No. of Shares held at the end of the year
[As on 01st April 2016] [As on 31st March 2017]
Category of Shareholders Demat Physical Total % of Total Demat Physical Total % of Total % Change during the year
Shares Shares
A. PROMOTERS
(1) Indian
a) Individual/ HUF 1075749 1075749 4.14% 1075749 1075749 3.99% 0.00%
b) Central Govt - 0.00% - 0.00% 0.00%
c) State Govt(s) - 0.00% - 0.00% 0.00%
d) Bodies Corp. 13126124 13126124 50.53% 14526124 14526124 53.85% 10.67%
e) Banks / FI - 0.00% - 0.00% 0.00%
f) Any other (Trust) 12444 12444 0.05% 12444 12444 0.05% 0.00%
Sub Total (A) (1) 14214317 - 14214317 54.72% 15614317 - 15614317 57.88% 9.85%
(2) FOREIGN
a) NRI Individuals 217539 217539 0.84% 217539 217539 0.81% 0.00%
b) Other Individuals - 0.00% - 0.00% 0.00%
c) Bodies Corp. 51456 51456 0.20% 51456 51456 0.19% 0.00%
d) Any other - 0.00% - 0.00% 0.00%
Sub Total (A) (2) 268995 - 268995 1.04% 268995 - 268995 1.00% 0.00%
TOTAL (A) 14483312 - 14483312 55.75% 15883312 - 15883312 58.88% 9.67%
B. Public Shareholding
1. Institutions
a) Mutual Funds 2731849 3175 2735024 10.53% 2511515 2511515 9.31% -8.17%
b) Banks / FI 85009 70 85079 0.33% 7307 7307 0.03% -91.41%
c) Central Govt - 0.00% - 0.00% 0.00%
d) State Govt(s) - 0.00% - 0.00% 0.00%
e) Venture Capital Funds - 0.00% - 0.00% 0.00%
f) Insurance Companies - 0.00% - 0.00% 0.00%
g) FIIs 13 13 0.00% 7726 7726 0.03% 59330.77%
h) Foreign Venture - 0.00% - 0.00% 0.00%
Capital Funds
i) Others (specify) - 0.00% - 0.00% 0.00%
Sub-total (B)(1):- 2816871 3245 2820116 10.86% 2526548 - 2526548 9.37% -10.41%
2. Non-Institutions
a) Bodies Corp.
i) Indian 782512 40790 823302 3.17% 748146 748146 2.77% -9.13%
ii) Overseas 3844259 1790500 5634759 21.69% 3444259 1790500 5234759 19.40% -7.10%
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs 1 lakh 1109276 229943 1339219 5.16% 1492089 1492089 5.53% 11.41%
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 519377 31519 550896 2.12% 716950 716950 2.66% 30.14%
c) Others (specify)
Non Resident Indians 191111 18324 209435 0.81% 236261 236261 0.88% 12.81%
Overseas Corporate - 0.00% - 0.00% 0.00%
Bodies
Foreign Nationals 53 53 0.00% 53 53 0.00% 0.00%
Clearing Members 38745 38745 0.15% 16182 16182 0.06% -58.23%
Trusts 20 20 0.00% 60 60 0.00% 200.00%
HUF 77196 77196 0.30% 94252 94252 0.35% 22.09%
Foreign Bodies - D R - 0.00% 28441 28441 0.11% 0.00%
Sub-total (B)(2):- 6562549 2111076 8673625 33.39% 6776693 1790500 8567193 31.76% -1.23%
Total Public (B) 9379420 2114321 11493741 44.25% 9303241 1790500 11093741 41.12% -3.48%
C. Shares held by Custodian for GDRs & ADRs - 0.00% 0.00% 0.00%
Grand Total (A+B+C) 23862732 2114321 25977053 100.00% 25186553 1790500 26977053 100.00% 6.19%

(ii) Shareholding of Promoter

SN. Shareholder'S Name Shareholding at the beginning of the year Shareholding at the end of the year
No. of Shares % of total Shares of the company % of Shares Pledged/encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares % change in shareholding during the year
1 Banshidhar Panda 422100 1.62% 422100 1.56% 0.00%
2 Baijayant Panda 217539 0.84% 217539 0.81% 0.00%
3 Paramita Mahapatra 218015 0.84% 218015 0.81% 0.00%
4 Subhrakant Panda 218095 0.84% 218095 0.81% 0.00%
5 Nivedita Ganapathi 217539 0.84% 217539 0.81% 0.00%
6 B Panda And Company Pvt Ltd 1109514 4.27% 13918046 51.59% 1154.43%
7 Barabati Investment And 2634778 10.14% - 0.00% -100.00%
Trading Co Pvt Ltd
8 K B Investments Pvt Ltd 25161401 96.86% - 0.00% -100.00%
9 Madhuban Investments Pvt Ltd 2395696 9.22% - 0.00% -100.00%
10 Paramita Investment And 2634778 10.14% - 0.00% -100.00%
Trading Co Pvt Ltd
11 Indmet Commodities Private Ltd 1226879 4.72% - 0.00% -100.00%
12 Utkal Manufacturing And 608078 2.34% 608078 2.25% 0.00%
Services Ltd
13 Subhrakant Panda 12444 0.05% 12444 0.05% 0.00%
Managing Trustee Shaisah
Foundation
14 Indian Metals & Ferro Alloys 51456 0.20% 51456 0.19% 0.00%
Ltd Unclaimed Suspense
Account- Promoter Group

(iii) Change in PromoterS' Shareholding (please specify if there is no change)

SN. Particulars Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares No. of shares % of total shares
At the beginning of the year 01-04-2016 14483312 55.75% 14483312 53.69%
Changes during the year 12-09-2016 Transfer 400000 1.54% 14883312 55.17%
09-12-2016 Allot 1000000 3.85% 15883312 58.88%
At the end of the year 31-03-2017 - - 15883312 58.88%

(iv) Shareholding Pattern of top ten Shareholders

(Other than Directors Promoters and Holders of GDRs and ADRs):

SN. For each of the Top 10 shareholders Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares No. of shares % of total shares
1 Litec Company Limited
At the beginning of the year 3844259 14.80% 3444259 12.77%
Changes during the year 12-09-2016 Transfer - (400000) -1.48%
At the end of the year - 3444259 12.77%
2 Fox Consulting Services Pte Ltd
At the beginning of the year 1790500 6.89% 1790500 6.64%
Changes during the year - 0.00%
At the end of the year - 1790500 6.64%
3 Reliance Capital Trustee Co Ltd
At the beginning of the year 2260359 8.70% 1729374 6.41%
Changes during the year 30-06-2016 Transfer - (530985) -1.97%
At the end of the year - 1729374 6.41%
4 ICICI Prudential Infrastructure Fund
At the beginning of the year 327092 1.26% - 0.00%
Changes during the year 04-11-2016 Transfer - (327092) -1.21%
At the end of the year - - 0.00%
5 Shah Jyotindra Ramniklal
At the beginning of the year 313379 1.21% 286500 1.06%
Changes during the year 16-12-2016 Transfer - (26879) -0.10%
At the end of the year - 286500 1.06%
6 Westend Propmart Pvt Ltd
At the beginning of the year 180220 0.69% 111219 0.41%
Changes during the year 21-10-2016 Transfer - (69001) -0.26%
At the end of the year - 111219 0.41%
7 Minix Holdings Pvt Ltd
At the beginning of the year 149486 0.58% 50000 0.19%
Changes during the year 31-12-2016 Transfer - (99486) -0.37%
At the end of the year - 50000 0.19%
8 ICICI Prudential Value fund Seris 3
At the beginning of the year 142606 0.55% - 0.00%
Changes during the year 11-11-2016 Transfer - (142606) -0.53%
At the end of the year - - 0.00%
9 Srei Infratstructure Finance Limited
At the beginning of the year 119615 0.46% 35580 0.13%
Changes during the year 06-01-2017 Transfer - (84035) -0.31%
At the end of the year - 35580 0.13%
10 Reliance Life Insurance Company Ltd
At the beginning of the year 108919 0.42% - 0.00%
Changes during the year 08-04-2016 Transfer - (108919) -0.40%
At the end of the year - - 0.00%

(v) Shareholding of Directors and Key Managerial Personnel:

SN. Shareholding of each Directors and each Key Managerial Personnel Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares No. of shares % of total shares
1 Banshidhar Panda
At the beginning of the year 422100 1.62% 422100 1.56%
Changes during the year - - - -
At the end of the year - 422100 1.56%
2 Baijayant Panda
At the beginning of the year 217539 0.84% 217539 0.81%
Changes during the year - - - -
At the end of the year - 217539 0.81%
3 Subhrakant Panda
At the beginning of the year 218095 0.84% 218095 0.81%
Changes during the year - - - -
At the end of the year - 218095 0.81%
4 Paramita Mahapatra
At the beginning of the year 218015 0.84% 218015 0.81%
Changes during the year - - - -
At the end of the year - 218015 0.81%
5 Jayant Kumar Misra
At the beginning of the year 100 0.00% 100 0.00%
Changes during the year - - - -
At the end of the year - 100 0.00%
6 Chitta Ranjan Ray
At the beginning of the year 46 0.00% 46 0.00%
Changes during the year - - - -
At the end of the year - 46 0.00%
7 Prem Khandelwal
At the beginning of the year 240 0.00% 240 0.00%
Changes during the year - - - -
At the end of the year - 240 0.00%

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment.

(Amt. Rs/Crore)

Particulars Secured Loans excluding Unsecured deposits Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 1001.07 - - 1001.07
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 3.17 - - 3.17
Total (i+ii+iii) 1004.24 - - 1004.24
Change in Indebtedness during the financial year
* Addition 140.85 - - 140.85
* Reduction (218.28) (218.28)
Net Change (77.43) - - (77.43)
Indebtedness at the end of the financial year
i) Principal Amount 925.07 - 925.07
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 1.74 1.74
Total (i+ii+iii) 926.81 - - 926.81

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

(Rs)

SN. Particulars of Remuneration Name of MD/WTD/ Manager
Name Dr Bansidhar Mr Baijayant Mr Subhrakant Mr J K Misra Mr C R Ray Total Amount
Designation Panda Executive Chairman Panda Vice - Chairman Panda Managing Director Director (Corporate) & COO Whole-time Director
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 16320000 15480000 18336000 5070156 5059596 60265752
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 211565 2417700 2417490 6695841 2166892 13909488
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 - - - - - -
2 Stock Option - - - - - -
3 Sweat Equity - - - - - -
4 Commission - - - - - -
- as % of profit 58726400 58726400 58726400 - - 176179200
- others specify - - - - - -
5 Others please specify - - - - - -
Total (A) 75257965 76624100 79479890 11765997 7226488 250354440

 

Ceiling as per the Act Within the ceiling of Section II of Part II of Schedule V of the Companies Act 2013 and within the ceiling of Central Government Approval. Within the ceiling of Section II of Part II of Schedule V of the Companies Act 2013.

B. Remuneration to other Directors

SN.
1 Particulars of Remuneration Independent Directors Name of Directors Total Amount
A Independent Dr S Acharya Major R N Misra Mr D Bandyopadhyay Mr N R Mohanty General S Mr S Nautiyal
Directors Roychowdhury
Fee for attending board committee meetings 30000 60000 30000 50000 15000 15000 200000
Commission 625000 625000 625000 625000 625000 625000 3750000
Others please specify - - - - - - -
Total (A) 655000 685000 655000 675000 640000 640000 3950000
B Independent Directors Mr Sudhir Prakash Mathur Mr Bijoy Kumar Das
Fee for attending board committee meetings 45000 40000 85000
Commission 625000 625000 1250000
Others please specify - -
Total (B) 670000 665000 1335000
Total (A+B) 5285000
2 Other Non- Mrs Mr Stefan -
Executive Paramita Georg Amrein
Directors Mahapatra
Fee for attending board committee meetings 100000 25000 - - 125000
Commission - - - -
Others please specify - - - -
Total (2) 100000 25000 - - - 125000
Total (B)=(1+2) 5410000
Total Managerial Remuneration 255764440
Overall Ceiling as per the Act Yes Yes Yes Yes Yes Yes

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

( Rs)

SN. Particulars of Remuneration Name of Key Total Amount
Managerial Personnel
Name Mr Prem Khandelwal
Designation CFO & Company
Secretary
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 5001714 5001714
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 232560 232560
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 - -
2 Stock Option - -
3 Sweat Equity - -
4 Commission -
- as % of profit - -
- others specify - -
5 Others please specify 641520 641520
Total 5875794 5875794

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
A. Company
Penalty - NA - NA NA
Punishment - NA - NA NA
Compounding - NA - NA NA
B. Directors
Penalty - NA - NA NA
Punishment - NA - NA NA
Compounding - NA - NA NA
C. Other Officers In Default
Penalty - NA - NA NA
Punishment - NA - NA NA
Compounding - NA - NA NA

NOTE:-

"NA" Stands for Not Applicable

ANNEXURE-2 3. POLICY ON BOARD DIVERSITY
Nomination and Remuneration Policy The Board of Directors shall have the optimum combination of Directors including one woman Director from different areas / fields like Production Management Quality Assurance Finance Sales & Marketing Supply Chain Research & Development Human Resources etc or as may be considered appropriate. c) The Company shall not appoint or continue the employment of any person as Managing / Whole-time Director who has attained the age of 70 (seventy) years. Provided that the term of the person holding this position may be extended beyond the age of 70 (seventy) years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond 70 (seventy) years.
1. PREAMBLE
Section 178 of the Companies Act 2013 read with applicable rules made thereunder and Clause 49 of the Listing Agreement requires the Nomination & Remuneration Committee to formulate a policy relating to appointment remuneration retirement and removal of Director(s)/Key Managerial Personnel (KMPs) and Senior Management Personnel. This policy has been formulated in compliance with the above regulations. The Board shall have at least one Board member who has accounting or related financial management expertise and at least three members who are financially literate.
4.2 Term / Tenure
a) Managing Director/Whole-time
2. DEFINITIONS 4. POLICY FOR APPOINTMENT REMUNERATION RETIREMENT AND REMOVAL OF DIRECTOR(S) AND KMP(S) Director:
2.1 Act means the Companies Act 2013 and Rules framed thereunder as amended from time to time. The Company shall appoint or re- appoint any person as its Managing/ Whole-time Director for a term not exceeding 5 (five) years at a time. No re- appointment shall be made earlier than 1 (one) year before the expiry of term.
2.2 Board means Board of Directors of the Company. 4.1 Appointment criteria and qualifications
2.3 Directors mean Directors of the Company. a) The Committee shall identify and ascertain the integrity qualification expertise and experience of the person for appointment as Director or KMP and recommend to the Board his / her appointment.
2.4 Key Managerial Personnel (KMP) means b) Independent Director:
2.4.1Chief Executive Officer or the - An Independent Director shall hold office for a term up to 5 (five) consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board'S report. The performance evaluation of independent directors shall be done by the entire Board of Directors (excluding the director being evaluated). On the basis of the report
Managing Director or the Manager;
2.4.2Whole-time director;
2.4.3Chief Financial Officer; b) A person should possess adequate qualification expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.
2.4.4Company Secretary; and
2.4.5such other officer as may be prescribed.
2.5 Senior Management means personnel of the Company excluding the Board of Directors and KMPs upto the level of Functional Heads.

- Performance evaluation it shall be determined whether to extend or continue the termof appointment of the independent director.

- No Independent Director shall hold office for more than two consecutive terms butsuch Independent

Director shall be eligible for appointment after expiry of three years of ceasing tobecome an

Independent Director. Provided that an Independent Director shall not during the saidperiod of three years be appointed in or be associated with the Company in any othercapacity either directly or indirectly.

- At the time of appointment of

Independent Director it should be ensured that number of Boards on which suchIndependent Director serves is restricted to seven listed companies as an IndependentDirector and three listed companies as an Independent Director in case such person isserving as a Whole-time Director of a listed company or such other number as may beprescribed under the Act.

4.3 Removal

The Committee may recommend to the Board with reasons recorded in writing removal ofa Director or KMP subject to the provisions and compliance of the Act.

4.4 Retirement

The KMPs who are not Directors shall retire as per the prevailing policy of theCompany. The Board will have the discretion to retain the KMP in the same position /remuneration or otherwise even after attaining the retirement age for the benefit of theCompany on the recommendation of Managing Director.

4.5 Remuneration

The Committee will recommend the remuneration to be paid to the Managing DirectorWhole-time Director or KMP to the Board for their approval as per the provisions of theAct / Policy of the Company.

The level and composition of remuneration so determined by the Committee shall bereasonable and sufficient to attract retain and motivate directors or KMPs of the qualityrequired to run the Company successfully. The relationship of remuneration to performanceshould be clear and meet appropriate performance benchmarks. The remuneration should alsoinvolve a balance between fixed and variable pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

5. POLICY FOR APPOINTMENT REMUNERATION RETIREMENT AND REMOVAL OF SENIORMANAGEMENT PERSONNEL

5.1 Appointment criteria and qualifications a) The Committee shall identify andascertain the integrity qualification expertise and experience of the person forappointment at Senior

Management level and recommend to the Board his / her appointment.

b) A person should possess adequate qualification functional expertise and experiencefor the position he / she is considered for appointment. The Committee has discretion todecide whether qualification expertise and experience possessed by a person is sufficient/ satisfactory for the concerned position.

5.2 Retirement & Removal

The Senior Management Personnel shall retire as per the prevailing policy of theCompany. The Committee will have the discretion to retain the Senior

Management Personnel in the same position/ remuneration or otherwise even afterattaining the retirement age for the benefit of the Company based on the recommendationof

Managing Director.

The Senior Management Personnel shall be removed after taking appropriate disciplinaryaction due to any breach of code of conduct / ethics and/or any misconduct during theservice.

5.3 Remuneration

The Committee will recommend the remuneration to be paid to the

Senior Management Personnel to the Board for their approval.

The level and composition of remuneration so determined by the Committee shall bereasonable and sufficient to attract retain and motivate Senior Management of the qualityrequired to run the Company successfully. The same should be reviewed periodically to makeany adjustment based on the market.

The remuneration of such persons shall be in accordance with performance criteriadefined for the role through performance management system to achieve the

Company'S goal. The remuneration should be a balance of fixed and incentive pay whichwill be determined by fixed pay components and Executive Incentives scheme applicable totheir level.

ANNEXURE-3

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2017

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies

(Appointment and Remuneration Personnel) Rules 2014]]

To

The Members

Indian Metals and Ferro Alloys Limited

IMFA Building Bomikhal

Rasulgarh Bhubaneswar-751010

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Indian Metals & FerroAlloys Limited (hereinafter called the company). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on our verification of the Company'S books papers minutes books forms andreturns filed and other records maintained by the Company and also the informationprovided by the company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March 2017 compliedwith the statutory provisions listed hereunder and also that the company has properBoard-processes listed and compliance mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Indian Metals & Ferro Alloys Limited ("the company")for the financial year ended on 31st March 2017 according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act1956 ('SCRARs) and the rules madethereunder; iii. The Depositories Act 1996 and the Regulations and Bye-laws framedthereunder;

iv. Foreign Exchange Management Act1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

v. The Regulations and Guidelines prescribed under the Securities and

Exchange Board of India 1992 ('SEBI ActRs) :-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Share based Employee Benefits)Regulations 2014; (Not applicable to the Company during audit period)

e. The Securities and Exchange Board of India (Issue and listing of Debt Securities)Regulations 2008; (Not applicable to the Company during audit period)

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 the

Companies Act and dealing with Client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; (Not applicable to the Company during audit period) and h. The Securities andExchange Board of India (Buyback of Securities) Regulations 1998; (Not applicable to theCompany during audit period)

vi. The Employees Provident Fund and Miscellaneous Provisions Act 1952 otherapplicable Labour Laws;

vii. The applicable environmental laws and laws specifically applicable to the Companylike :

a. Mines Act 1952;

b. Mines Rules 1955;

c. Mines and Minerals (Development & Regulation) Act 1957;

d. Orissa Minerals (Prevention of theft Smuggling & Illegal Mining and Regulationof Possession Storage Trading and Transportation) Rules 2007;

e. Mines Rescue Rules 1985;

f. Metalliferous Mines Regulations 1961;

g. The Maternity Benefits Act 1961;

h. The Maternity Benefit (Mines & Circus) Rules 1963.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the

Institute of Company Secretaries of India;

(ii) Listing agreements with BSE and NSE as per SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

DIRECTORS' REPORT

During the period under review the company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

We further report that

The Board of Directors of the company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The Changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

For Sunita Mohanty & Associates

Company Secretaries

Name of Company Secretary in practice:

CS Jyotirmoy Mishra

FCS No.: 6556

C P No: 6022

Place: Bhubaneswar

Date: 18th May 2017

This report is to be read with our letter of even date which is annexed as AnnexureA and forms an integral part of this report.

ANNEXURE A

To

The Members

Indian Metals and Ferro Alloys Limited

IMFA Building Bomikhal

Rasulgarh Bhubaneswar-751010

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected in records.We believe that the processes and practices we followed provide a reasonable basis forour opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

For Sunita Mohanty & Associates Company Secretaries
Name of Company Secretary in practice: CS Jyotirmoy Mishra
Place: Bhubaneswar FCS No.: 6556
Date: 18th May 2017 C P No: 6022

ANNEXURE-4

Particulars required under section 134 of the Companies Act 2013 read with Companies(Accounts) Rules 2014:

A. CONSERVATION OF ENERGY (i) Steps taken or impact on Conservation of Energy

Choudwar:

(a) 26 Nos of 42 watt LED lamps fitting110 Nos of 9 Watt LED Lamps fitting & 25Nos of 25 Watt LED lamps fitting were used in place of 70 watt HPSV lamp in 30 MW PowerPlant &120 MW PP. 10 Nos of 9 Watt LED lights were used in place of 42 HPSV

Lamp in 30 MW PP. 5 Nos of 100 Watt LED Lamps fitting & 42 Nos of 150 Watt LED lampfittings were used in place of 250 Watt MH Lamp in 30 MW PP &120 MW PP. 3 Nos of 72Watt LED Lamps fitting & 3 Nos of 100 Watt LED lamp fittings were used in place ofWatt street light fittings in 120 MW PP. As a result of the above total Energy Saving:58569 Kwh/year.

(b) 3 nos of Main Cooling Tower existing fan blades & hubs of 120 MW PP werereplaced with energy efficient fan blades & hubs which resulted in power saving by15%. Energy Saving: 111117 Kwh/Year.

(c) Interconnection of ash conveying compressor with service air compressor in 120MWPP which resulted in stoppage of service air compressor of 110 KW. Energy Saving: 453600 Kwh/Year.

(d) Interconnection of river water intake pipe line with raw water pump discharge pipeline in 120 MW PP so that water can directly cater to pre-treatment plant which was fedthrough raw water discharge pump which in turn resulted in stoppage of raw waterdischarge pump of 45KW. Energy Saving: 1 26000 Kwh/Year.

(e) Service water which was used in chemical handling area is connected with MCT makeup line which in turn resulted in stoppage of service water pump of 5.5 KW. Energy Saving:30492 Kwh/Year.

(f) With upgradation of ash handling plant in both the boilers of 120 MW PP whichresulted stopping of two ash handling compressors and power saving of 350

KW. Energy Saving: 27 72000 Kwh/Year.

(g) Total 155 nos. of MH light fittings replaced with equal number of LED fittings atUnit I & II. Energy Saving: 199.59 Mwh/year.

(h) Total 17 nos. fan impeller Aluminium blades replaced with FRP blades at Unit II.Energy Saving: 484.72 Mwh/year.

(i) In Briquette plant - 2 BC-3 conveyor was completely removed from the system byfixing a newly fabricated chute for discharging the friable to ground floor directly to anarea constructed with three sides RCC wall which has resulted an energy saving of

19.536 Mwh per annum.

Therubali

As an energy conservation drive around 3323 KWH saved during the year by replacinghigh wattage metal halide Mercury Vapour

Fluorescent and Incandescent lamps with low wattage CFL & LED lamps. Six continualimprovement initiatives have been taken up towards energy conservation drive resulting insaving of 35000 KWH/year.

Mines: Sukinda Mines Chromite (SMC)

Mahagiri Mines Chromite (MMC) & Nuasahi Mines Chromite (NCM)

(a) Providing LED flood lights street lights bulbs and tube lights in Opencast minesSurface operation areas colony guest house temple and new buildings to reduce powerconsumption at SMC MMC & NCM.

(b) Maintaining power factor up to 0.98 by using APFCR panel at SMC MMC & NCM.

(c) Automatic operation of 3 HP pump at -45mrl to avoid overflow of water hencereducing operating hours of

120 HP pump at -165 mRL at NCM.

(d) Installation of high voltage & low voltage alarm system to avoid frequenttripping of NESCO incoming Feeder at NCM.

(e) Replacement of 30 HP Electric pump (30 meter head 50lps discharge) at sump nearmagazine replacing 60 HP diesel pump having 50 meter head with same discharge at SMC.

(f) Erection and commissioning of 250 KVA new Sub-station at Band-II area.

This facilitates to avoid drop of voltage for ETP operation which in turn saves energyat SMC.

(g) New Air-Blower installed at sludge tank of ETP for smooth and efficient operationof sludge pump at SMC.

(h) Alarm system provided to indicate CESU power availability so as to stop the DGimmediately which reduces unnecessary diesel consumption at MMC.

(i) Replaced 175HP multiple pumps by a single 120HP pump at underground mine. Increasein efficiency and reduced operating hours of 120HP pump at MMC U/g. And also provideauto-tripping to shutdown of pump when water level get down at MMC.

(j) Installation and commissioning of new 3.5 Core 400 Sq.mm AL power cable and1000Amp PCC panel at +55 mRL of MMC underground to provide stable power supply and toavoid voltage drop at MMC.

(ii) Steps taken by the Company for utilising alternate sources of energy.

Therubali:

A 3 MW Solar power plant erection is in progress at Therubali. Besides this plans toinstall two other roof top solar plants of 30 KW & 40KW currently under consideration.

Mines:

(a) Budget Provision for 50 KW Grid Interactive Rooftop Solar Power plant for SMC.

(b) Budget Provision for 200 KW Grid Interactive Rooftop Solar Power plant for MMC.

(iii) Capital investment on energy conservation equipments

Rs 60.52 Lakh at Choudwar Rs 50.31 Lakh at SMC and Rs 14.48 Lakh at MMC.

B. TECHNOLOGY ABSORPTION: (i) Efforts made towards technology absorption

Choudwar:

(a) To enhance the life of embedded tube by design change from protection shield tostudded type with special grade of refractory to give protection against erosion in 30 MWPP which in turn will enhance boiler availability.

(b) Fugitive dust emission was eliminated which was observed during unloading of BottomAsh from drag chain conveyor to surge hopper by covering sealing and connecting to Airpreheater line which is under vacuum during operation.

(c) Use of clarified water instead of raw water as Main cooling tower make up to reducecondenser fouling and to sustain improved vacuum in condenser by interconnecting clarifiedwater line and raw water make up line utilising idle hours of clarification plant.

(d) Modification of 3 no'S of ACW Pumps at 120 MW PP have been done to prevent Frequentline shaft failure.

(e) CCP-3 furnace freeze lining completed on 12th April 2016. By doing this type oflining Furnace inside volume increased which has allowed to operate the furnace at higherload & produce more quantity. This type of freeze lining life will be more and safercompared to conventional lining.

Mines:

(a) Installation of eye wash shower at Quality Control Lab & Effluent TreatmentPlant at SMC for protecting eyes from any foreign material.

(b) Using Scaffolding safety net fall arrestor & rescue kit for working at heightat SMC MMC & Mahagiri Enclave.

(ii) Benefits derived like product improvement cost reduction product development orimport substitution

Choudwar:

(a) 100% use of the Cast Steel ladle at CCP

1 2 & 3 furnace by eliminating MS ladle. This has resulted in 100% saving of LDO& saving in consumption of refractory materials like castable fire clay bricks etc.

(b) At CCP-I Excavator is in use at furnace cast house for lifting the metal bed andcleaning the slag granulation pit including slag pouring launder. After each tapping theliquid slag ladle/slag pot is handled with EOT crane and granulated in granulation pit bypouring through launder. Slag pouring launder of granulation pit is cleaned byExcavator/Poclain after each tapping & made ready for next pouring. Width of thelaunder & its inclination was increased to allow slag pouring for two consecutivetapings without cleaning of launder after each pouring. Reduction in launder cleaning isresulted in reduction of operating hours of Excavator/Poclain.

(c) Capacity of Lime storage silo of Briquette Plant-II was not sufficient forproduction of briquette by feeding lime in one shift. Silo capacity has been increased toaccommodate lime quantity required for one day briquette production. This has resulted inreduction of Lime feeding time from two shifts to one shift and reduced man power cost.

(d) Earlier there were two battery banks provided for each furnace at

Unit II since inception to supply uninterrupted 110 V DC power for instrumentoperation. Now the battery bank of CCP II was removed and new UPS unit has been installedto supply DC power to CCP II & III furnace instrument operation with interchangeablefacility to supply

DC power from existing battery bank of CCP -III and through UPS as per requirement.This has resulted elimination of CCP-2 battery bank.

(e) At Unit- I&II Refractory nozzles are being used in ladle bottom pouringprocess. In each tapping one nozzle is getting damaged & discarded at every furnace.To convert the waste into wealth explored the market and identified the vendors to salethe discarded nozzles. Now the discarded nozzles are collected from cast house stored ina designated place and declared as scrap to facilitate sale through Supply Chain.

(f) SGL electrode paste is substituted by NDK Paste at El-2&3 of CCP-2 furnacewhich has resulted saving in cost of procurement and production.

(g) To reduce the quantity of mixed material at finished product started manualsegregation of free slag at product processing yard which has reduced the crushingquantity & increased Chromium content in substandard fines.

(h) Cast Steel ladle internal surface is required to be coated with lime beforecollection of liquid metal/slag for easy stripping of skull. Since many years the limecoating is done manually by mixing the hydrated lime with water. Manual lime coating isnot uniform and causing problems in stripping the skull.

Decided to mechanise the process of lime coating developed a system in-house with atank and compressed air connection and implemented at both

Unit-I & II. The mechanised lime coating resulted uniform coating of entireinternal surface of CS ladle and reduced the stripping problems to a maximum extent.Further it has eliminated the health hazard of workmen who are directly involved in limecoating and exposed to lime solution preparation.

(i) Failure rate of dome seal of dust conveying system at GCP II & III of Unit-IIis higher due to wear & tear of OEM supplied seal made of rubber & unable towithstand abrasion & temperature. Same was replaced with new type silicon seal towithstand higher temperature & abrasion and resulted maintenance cost reduction.

(j) Frequent failure of Furnace stack damper valve position sensor of CCP-3 leads tolower availability of GCP. This problem happens due to sensors are electronic type &not able to withstand high temperature of stack. Same was replaced with new manual typelimit switch which has resulted in cost saving and improved availability of GCP.

(k) At Unit-II GCP one of the air compressor was frequently under breakdown due tomalfunctioning of oil stop valve leading to increase in maintenance cost because of highcost of original equipment spare. The oil stop valve was replaced with low cost oil stopvalve without affecting the performance of air compressor.

This improvement has resulted saving in procurement cost.

(l) Revival of Boiler-1 of 108 MW PP by import substitute of LHS sealing blocks.

(m) Replacement of trommel screen drive unit (motor with gear box) of Chinese make byIndigenous premium make at 30 MW PP CHP.

(n) Replacement of belt conveyor drive unit (motor with gear box & pulley) ofChinese make by indigenous premium make at 30 MW PP CHP.

(o) Installation and commissioning of MICOM P-122 AREVA make motor protection relay inunit auxiliary transformer-1 by replacing Chinese relay in 30 MW PP.

Mines:

Subsequent to the study carried out through CIMFR with regard to stoping Parameters(Study project awarded in 2015-16) the dimension of the stope was increased from earlierconceptualised 18m in strike length to 54m long strike length. This resulted insignificant saving in Mining cost as development cost is reduced for

Mahagiri Mines - U/G.

(iii) in case of imported technology (imported during the last 3 years reckoned fromthe beginning of the financial year)

(a) Technology imported : Nil (b) Year of import : Nil (c) Whether the technology beenfully absorbed. Not Applicable (d) If not fully absorbed areas where absorption has nottaken place and the reasons thereof. Not Applicable

(iv) the Expenditure incurred on

Research & Development:

(a) Blast Vibration Study to assess the vibrations induced by blasting of Stope atMahagiri Mines (Chromite) by IIT Kharagpur. Rs 2.91 Lakh.

(b) Scientific study for ascertaining the thickness of crown pillar below 85mRL up to-395mRL at different levels with stope height of 50m at Mahagiri Mines (Chromite) byCIMFR Dhanbad. - Rs 19.95 Lakh.

(c) Renewal of Slope Stability study of

Opencast mine at Mahagiri Mines (Chromite) by CIMFR Dhanbad

- Rs 4.96 Lakh.

(d) Consultancy during Erection Operation of Back filling Plant Backfilling &Monitoring of first Stope Block-5 at Mahagiri Mines (Chromite) by CIMFR Dhanbad. Rs 30.95Lakh.

(e) Rs 4.21 Lakh has been incurred on monitoring of SMC over burden dump with referenceto safety & stability by CIMFR Dhanbad.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Total foreign exchange earned (FOB value) and used

( Rs in Crore)
(a) Foreign Exchange earnings: 1432.08
(previous year: 1034.03)
(b) Foreign Exchange outgo: 238.00
(previous year: 249.73)

 

ANNUAL REPORT ON CSR ACTIVITIES (2016-17)
1 A brief outline of the company'S CSR policy including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programmes :
Kindly refer to the Corporate Social Responsibility Report published in this Annual Report and the Company'S website: http://www.imfa.in/.
2 The composition of the CSR Committee :
(i) Mr Subhrakant Panda Managing Director (Chairman of the Committee)
(ii) Mrs Paramita Mahapatra
(iii) Mr B K Das and
(iv) Mr J K Misra
3 Average net profit of the company for the last three financial years : Rs 0.19 Crore
4 Prescribed CSR Expenditure (2% of the amount as in item 3 above) : Rs 0.004 Crore
5 Details of CSR spent during the financial year :
(a) Total amount to be spent for the financial year : Rs 0.004 Crore
(b) Amount unspent if any : Nil

(c) Manner in which the amount spent during the financial year is detailed below :

(1) (2) (3) (4) (5) (6) (7) (8)
S.No CSR project or activity identified Sector in which the Project is covered Projects or programmes Amount Amount spent on the projects or programmes Amount spent : Direct or
(1) Local area or other
(2) Specify the state and district where project or programme was undertaken outlay (budget) project or programmes wise Cumulative expenditure upto the reporting period through implementing agency
Direct expenditure on projects or programmes Overheads Implementing Agency Direct
1 Social development by focusing on community development programmes involving health programmes women & child care safe water & sanitation and malnutrition Health Care & Community Development State : Odisha District : JajpurCuttack & Rayagada 0.40 0.56 0.56 0.52 0.04
2 Promoting education including special education and employment enhancing vocation skills especially among children women elderly and the differently abled and livelihood enhancement projects. Enhancing employability by imparting vocational training and entrepreneurial skills leading to income generation and economic empowerment Education & Skill State : Odisha 5.82 4.45 11.65 0.67 3.78
Development District : Jajpur Keonjhar Cuttack & Rayagada
3 Promoting gender equality empowering women setting up homes and hostels for women and orphans; setting up old age homes day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups. Women Empowerment & Gender Equality State : Odisha District : Jajpur Rayagada & Keonjhar 0.31 0.26 0.26 0.25 0.01
4 Rural development projects working with Infrastructure Development State : Odisha 0.01 0.02 0.02 0.02 0.00
Government Gram Sabhas Gram Panchayats NGOs CBOs etc for improving conditions in the communities where we operate with a focus on continuity and sustainability District : Jajpur
5 Training to promote rural sports Nationally recognised sports paralympic sports and Olyympic sports.. Promoting sports by instituting awards promoting sporting events including supporting such activities at school level Promotion of Sports State : Odisha District : Rayagada 0.11 0.10 0.10 0.09 0.01
6 Protection of national heritage art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts Promotion of Culture State : Odisha 0.30 0.06 0.06 0.06
Total 6.95 5.45 0.00 12.65 1.61 3.84

Note : Out of the total CSR expenditure of Rs5.45 Crores an amount of Rs1.32 Crores hasbeen spent through the implementing agency Bansidhar & Ila Panda Foundation (BIPF)established in the year 2011 as the social development arm of Indian Metals & FerroAlloys Ltd (IMFA) and an amount of Rs0.29 Crores through Indian Metals Public CharitableTrust (IMPACT) a charitable arm of IMFA founded by Dr Bansidhar Panda and Late Mrs IlaPanda.

6 In case the company has failed to spend the two per cent of the average net profit ofthe last three financial years or any part thereof the company shall provide the reasonsfor not spending the amount in its Board Report ; Company has spend the prescribed amount.

7 The CSR Committee of the Company hereby confirms that the implementation andmonitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

For Indian Metals & Ferro Alloys Ltd For and on behalf of
CSR Committee of Indian Metals & Ferro Alloys Ltd
Jayant Kumar Misra Subhrakant Panda
Director ( Corporate) & COO Chairman of the CSR Committee

FORM AOC -I

Statement containing salient features of the financial statement of Subsidiaries

(Pursuant to First proviso to sub section (3) of section 129 read with Rule 5 ofCompanies (Accounts) Rules2014)

1 Sl. No. 1 2 3 4 5 6 7
2 Name of the Subsidiary Indian Metals & Carbide Ltd Utkal Power Ltd Utkal Coal Ltd IMFA Alloys Finlease Ltd Utkal Green Energy Ltd Indmet Mining Pte Ltd PT Sumber Rahayu Indah (Subsidiary of Indmet Mining Pte Ltd)
3 Reporting Period 2016-17 2016-17 2016-17 2016-17 2016-17 2016-17 2016-17
4 Reporting Currency Rs Rs Rs Rs Rs Rs (Converted) Rs (Converted)
5 Share Capital 1.08 0.45 25.00 3.03 1.06 75.08 3.56
6 Reserves & Surplus (0.89) (0.02) 90.55 31.23 (0.97) (2.72) (10.79)
7 Total Assets 0.20 1.40 379.75 35.15 0.09 72.41 0.03
8 Total Liabilities (excluding Share Capital and Reserves & Surplus) 0.01 0.97 264.20 0.89 - 0.05 7.27
9 Investments 0.10 - - - - 56.04 -
10 Turnover - - - 2.86 - - -
11 Profit before Taxation (0.02) - (0.05) 2.99 - (0.07) (2.43)
12 Provision for Taxation - - - 0.91 - - -
13 Profitafter (0.02) - (0.05) 2.07 - (0.07) (2.43)
14 Proposed Dividend - - - 1.82 - - -
15 % of shareholding 99.996% 100% 79.20% 76% 100% 100% 70%

NOTE

1 The figures in Balance Sheet and Profit & Loss Account of Indmet Mining Pte Ltd& PT. Sumber Rahayu Indah have been converted from USD to Rs @ Rs 64.05/ USD and Rs64.96 /USD respectively.

2 Subsidiaries which are yet to commence operation:

a) Utkal Power Ltd

b) Utkal Coal Ltd

c) Utkal Green Energy Ltd

d) PT Sumber Rahayu Indah

For and on behalf of the Board of Directors

Place : Bhubaneswar Prem Khandelwal Baijayant Panda Subhrakant Panda
Date : 18th May 2017 CFO & Company Secretary Vice Chairman Managing Director