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Indian Metals & Ferro Alloys Ltd.

BSE: 533047 Sector: Metals & Mining
NSE: IMFA ISIN Code: INE919H01018
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VOLUME 2421
52-Week high 997.00
52-Week low 221.10
P/E 8.85
Mkt Cap.(Rs cr) 2,128
Buy Price 780.00
Buy Qty 10.00
Sell Price 787.00
Sell Qty 20.00
OPEN 807.00
CLOSE 788.60
VOLUME 2421
52-Week high 997.00
52-Week low 221.10
P/E 8.85
Mkt Cap.(Rs cr) 2,128
Buy Price 780.00
Buy Qty 10.00
Sell Price 787.00
Sell Qty 20.00

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

Company director report

Your Directors are pleased to present the 59th Annual Report and the Audited FinancialStatements of the Company for the financial year ended 31st March 2021.

Financial Results

Amount in Rs Crore

FY 2020-21 FY 2019-20
1 Revenue from operations 1844.23 1611.94
2 Other Income 51.30 21.98
3 Total Income 1895.53 1633.92
4 Profit before finance cost depreciation taxation and exceptional items 389.03 111.36
5 Finance Cost 57.42 99.38
6 Depreciation 104.22 104.21
7 Exceptional items - 1.73
8 Profit before Tax 227.39 (93.96)
9 Tax including Deferred Tax 60.64 (25.44)
10 Profit after Tax 166.75 (68.52)
11 Other Comprehensive Income/(Expenses) (0.45) (3.60)
12 Total Comprehensive Income/(Expenses) for the year 166.30 (72.12)
13 Dividend paid 8.09 16.05
14 Balance carried forward 1199.71 1041.50

Your Company's revenue from operations during the year under review reached a new highof Rs 1844.23 Crore (previous year: Rs 1611.94 Crore) including highest ever foreignexchange earnings of Rs 1705.29 Crore (previous year: Rs 1449.12 Crore). EBITDA beforeexceptional items increased to Rs 389.03 Crore (previous year: Rs 111.36 Crore) and profitafter tax stood at Rs 166.75 Crore (previous year: loss of Rs 68.52 Crore) due to goodoperations combined with better price realisation.

The demand for ferro chrome continued to improve in line with the increase in economicactivities globally and price also got a substantial boost from production constraints inChina and the likely imposition of export duty on chrome ore by South Africa. This has ledto an improved financial performance of the company enabling it to further pare down debtwhile also building up reserves for expansion plans.

Dividend

Pursuant to the provisions of Regulation 43A of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended the Company has formulated aDividend Distribution Policy. The Policy sets out the parameters and circumstances thatwill be taken into account by the Board in determining the distribution of dividend to itsshareholders.

The policy has been uploaded on the website of the Company and can be accessed athttps://www.imfa.in/ pdfs/Dividend-Distribution-Policy.pdf .

Interim Dividend

The Board of Directors in its meeting held on 9th February 2021 had approved paymentof interim dividend of Rs 3/- per Equity Share (@ 30%) on 26977053 Equity Shares of theCompany of face value of Rs 10/- each fully paid-up out of the profits for FY 2020-21.Interim dividend was paid to the shareholders as per their shareholding as on the RecordDate ie. 19th February 2021.

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 Rs 7/- perequity share (@ 70%) of face value of Rs 10/- each for the year ended 31st March 2021subject to approval of shareholders at the forthcoming Annual General Meeting of theCompany. Final dividend if approved by the shareholders taken together with the interimdividend will amount to total dividend of Rs 10/- per equity share for FY 2020-21

State of Company's Affairs

Operations

The production of ferro chrome during the year under review was the highest ever at259942 tonnes (previous year: 237812 tonnes) while electricity generation stood at 1014MUs including 6.51 MUs from solar (previous year: 1040.26 MUs including 6.21 MU fromsolar) and chrome ore raising was 521820 tonnes (previous year: 516221 tonnes).

It is pertinent to note that your Company has consistently followed in letter andspirit the practice of value addition with ore raised from its mines being used only forcaptive consumption thus creating employment and maximising contribution to the exchequer.

Annual Return

The extract of annual return as required under Section 92(3) of the Companies Act 2013and Rule 12 of the Companies (Management and Administration) Rules 2014 is available onthe website of the Company at its website at https://www.imfa.in/pdfs/Annual-Return-2019-20.pdf

Number of Meetings of The Board

The Board met four times in financial year 2020-21 viz. on 27th July 2020 7thNovember 2020 15th December 2020 and 9th February 2021. The details of the compositionof the Board and its Committees and of the Meetings held and attendance of the Directorsat such Meetings are provided in the Corporate Governance Report.

Directors' Responsibility Statement

Pursuant to provisions of section 134(5) of the Companies Act 2013 your Directorshereby confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31stMarch 2021 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 2021 on a going concern basis;

(v) that they have laid down internal financial controls to be followed by the Companyand that 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 regulation 25(8) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) andrelevant provisions of Rule 6 of the Companies (Appointments and Qualifications ofDirectors) Rules 2014.The Board is of the opinion that the Independent Directors of theCompany possess requisite qualifications experience and expertise and they hold higheststandards of integrity.

Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations the Business ResponsibilityReport describing the initiatives taken by the Company from an environmental social andgovernance perspective is attached in the format prescribed as Annexure-1 and formsintegral part of the Annual Report.

Policy on Directors' Appointment and Remuneration

The Company has a policy for remuneration of Directors Key Managerial Personnel andSenior Management Personnel as well as well-defined criteria for the selection

of candidates for appointment to the said positions which has been approved by theBoard. The Policy broadly lays down the guiding principles for determining qualificationspositive attributes independence of a Director and other matters provided undersub-section (3) of section 178 of Companies Act2013.

During the year under review no changes were made in the above policy. Salientfeatures of this policy are enumerated in the Corporate Governance Report which forms partof the Annual Report. The above policy is available at the website of the Company at :https://www.imfa.in/pdfs/ Nomination-Remuneration-Policy.pdf

Auditors and Auditors' Report

Statutory Auditors

In terms of Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 Members of the Company in 57th Annual General Meeting held on 17thJuly 2019 approved the appointment of M/s SCV & Co LLP Chartered Accountants (FirmRegistration No.000235N/ N500089) as the Statutory Auditors of the Company for an initialterm of 5 years i.e. from the conclusion of 57th Annual General Meeting till theconclusion of 62nd Annual General Meeting of the Company. The Statutory Auditors haveconfirmed they are not disqualified from continuing as Auditors of the Company.

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 toconduct secretarial audit and their Report is appended to this Report as Annexure-2

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

Cost Auditor

Pursuant to section 148 of the Companies Act 2013 the Board of Directors on therecommendation of Audit Committee appointed M/s S S Sonthalia & Co. Cost Accountantsas the Cost Auditors of the Company for the Financial Year 2021-22 and has recommendedtheir remuneration to the Shareholders for their ratification at the ensuing AnnualGeneral Meeting. M/s S S Sonthalia & Co. Cost Accountants have given their consent toact as Cost Auditors and also certified that they are free from any disqualificationsspecified under Section 141 of the Companies Act 2013. Pursuant to Companies (CostRecords and Audit) Rules 2014 the Cost Audit Report for the financial year 2020 wasfiled with the Ministry of Corporate Affairs on 26th August 2020. The Company hasmaintained the cost records as specified under sub-section (1) of section 148 of theCompanies Act 2013.

Particulars of Loans Guarantees or Investments under Section 186

The details of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act

2013 are given in the notes to the Financial Statements forming part of Annual Report.

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. Accordingly particulars of contracts or arrangements with related parties referredto in Section 188(1) along with the justification for entering into such contract orarrangement in Form AOC-2 does not form part of the report.

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- 3 hereto forming part of thisreport.

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 out to the extentpossible. Major risks in particular are monitored regularly at meetings of the ExecutiveRisk Committee and the Board of Directors of the Company is kept abreast of such issues.

Corporate Social Responsibility (CSR)

The details about the development of CSR Policy and initiatives taken by the Company onCorporate Social Responsibility during the year as per Companies (Corporate SocialResponsibility Policy) Rules 2014 have been appended as Annexure-4 to this Report.

The CSR Policy of the Company is hosted on the Company's website athttps://www.imfa.in/pdfs/CSR-Policy.pdf

Annual Evaluation by The Board

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

i) Attendance of Board and 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 by themanagement

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
Mr Baijayant Panda 108:1 General Shankar Roychowdhury (Retd) 1.30:1
Mr Subhrakant Panda 116:1 Mr S P Mathur 1.39:1
Mr J K Misra 17:1 Mr Bijoy Kumar Das 1.38:1
Mr C R Ray 11:1 Mr Stefan Georg Amrein 0.06:1
Major R N Misra (Retd) 1.41:1 Mrs Latha Ravindran* 1.38:1
Mr N R Mohanty 1.43:1

*Appointed on 23rd July 2020

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
Mr Baijayant Panda 199 Mr S P Mathur 1524
Mr Subhrakant Panda 149 General Shankar Roychowdhury (Retd 8233
Mr J K Misra (6.86) Mr Bijoy Kumar Das 1259
Mr C R Ray (4.25) Mrs Latha Ravindran* -
Major R N Misra(Retd) 1290 Mr Stefan Georg Amrein 33
Mr N R Mohanty 1431 Mr Prem Khandelwal CFO (9.53)

iii) the percentage increase in the median remuneration of employees in the financialyear: (2.79 )

iv) the number of permanent employees on the rolls of company: 2165

v) average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

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

Percentile increase in the managerial remuneration : 40th

vi) The Nomination and Remuneration Committee of the Company has affirmed that theremuneration is as per the Nomination and Remuneration Policy of the Company.

Particulars of Employees

The information on top ten employees who were in receipt of remuneration of not lessthan Rs 10200000/- (Rupees One Crore and Two Lakhs only) during the financial year or Rs850000/- (Rupees Eight Lakh Fifty Thousand only) per month during any part of the saidyear as required under Section 197 (12) of the Act read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in theAnnexure forming part of the Report. In terms of proviso to Section 136(1) of the Act theReport and Accounts are being sent to the shareholders excluding the aforesaid Annexure.The said statement is also open for inspection at the Registered Office of the Company.Any member interested in obtaining a copy of the same may write to the Company Secretary.

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 toreport their genuine concerns details of which have been given in the CorporateGovernance Report annexed to this Report.

Directors and Key Managerial Personnel

Mr Shankar Roy Chowdhury (DIN:01921688) retired from independent directorship of theCompany w.e.f. 31st March 2021 consequent to completion of his second term. The Boardplaced on record its appreciation of the valuable service rendered by him during his longtenure on the Board.

During the year Mrs Latha Ravindran (DIN: 08711691) was appointed as Non-executiveWoman Independent Director for a period of five years effective from 23rd July 2020 whichwas approved by shareholders at the 58th Annual General Meeting of the Company.

Mr Chitta Ranjan Ray (DIN : 00241059) Whole-time Director retire by rotation at theforthcoming Annual General Meeting of the Company and is eligible for re-appointment.

The Board at its meeting held on 9th February 2021 pursuant to the recommendation ofNomination and Remuneration Committee and taking into account the report of performanceevaluation re-appointed Mr Bijoy Kumar Das (DIN: 00179886) as an independent director fora second consecutive term of 5 years with effect from 9th February 2021. The Company hasreceived notice under Section 160 of the Companies Act 2013 signifying intention topropose him for the office of Director under section 152 of the Companies Act 2013.

The Board opines that the independent directors so appointed/re-appointed are ofintegrity and possess the requisite expertise and experience (including the proficiency).

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

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Act Investor Education and ProtectionFund Authority (Accounting Audit Transfer and Refund) Rules 2016 ("IEPFRules") read with the relevant circulars and amendments thereto the amount ofdividend remaining unpaid or unclaimed for a period of seven years from the due date isrequired to be transferred to the Investor Education and Protection Fund("IEPF") constituted by the Central Government. The Company had accordinglytransferred Rs 1915514/- being the unpaid and unclaimed dividend amount pertaining toFY 2012-13 to the IEPF authority.

Disclosure with Respect to Unclaimed Suspense Account

Pursuant to IEPF Fund Authority (Accounting Audit Transfer & Refund) Rules 2016all unclaimed shares were transferred to IEPF Authority.

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. The

Management 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 Governancehave been made 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.

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-5.

Based on the application of Utkal Green Energy Limited (UGEL) a subsidiary of theCompany for removal of its name from the register of companies under section 248 of theCompanies Act 2013 Registrar of Companies struck off the name of UGEL from register ofcompanies on 26th October 2020.

Disclosures under sexual harassment of women at workplace (Prevention Prohibition& Redressal) act 2013

The Company has zero tolerance policy towards sexual harassment at the workplace andduring the year the Company has not received any complaints of sexual harassment. TheCompany has complied with the provisions relating to the constitution of Internal

Complaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

Disclosure under Insolvency and Bankruptcy Code

During the year under review there are no application made or any proceeding pendingunder the Insolvency and Bankruptcy Code 2016 (31 of 2016).

Disclosure under one time settlement

During the year under review your Company has not made any one time settlement with anyof its Banks or Financial Institutions.

Compliance with Secretarial Standards

The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India (SS1 andSS2) respectively relating to Meetings of the Board and its Committees which havemandatory application.

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 Central and State Government and the public at large fortheir continued support and confidence.

For and on behalf of the Board
(Subhrakant Panda) (Jayant Kumar Misra)
Managing Director Director (Corporate) & COO
Date: 9th June 2021 DIN: 00171845 DIN: 00146526
Place - New Delhi Place - Bhubaneswar

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