| Dear Members,
The Directors are pleased to present the 20th Annual Report of the
Company together with Audited Accounts for the Financial Year ended
31st March, 2015.
FINANCIAL HIGHLIGHTS (Rs. in Lacs)
Particulars Current Year Previous Year
31.03.2015 31.03.2014
Revenue from Operation (net) 50,580.19 69,802.21
Other Income 304.77 629.68
Total Revenue 50,884.97 70,431.89
Profit before Finance Cost, (2,246.24) (1,806.28)
Depreciation and Tax
Less: Depreciation & 863.76 1,177.00
Amortisation
Less: Finance Cost 3,033.65 3,596.47
Less: Tax Expenses - (1094.23)
Net Profit after Tax (6,143.64) (5,485.52)
Add: Balance brought forward (101.95) 5,383.57
from previous year
Adjusted for Depreciation (103.67) -
relating to Fixed Assets
Balance carried over to (6,349.27) (101.95)
Balance Sheet
FINANCIAL AND OPERATIONAL REVIEW
During the year under review, the Company has achieved Nets
Sales/Income from operation of ' 50,580.19 Lacs as against Rs.
69,802.21 Lacs in previous year registering a decline of 27.54 %. The
Company incurred a loss of Rs. 6,143.64 Lacs as against Rs. 5,485.52
Lacs in the previous year. The decline in sales and increase in losses
are mainly attributed to depressed market for ferro alloys impacting
the net realisation and margin. Slower growth in several sectors of the
economy resulted into weaker domestic demand. On the other hand, mining
crisis and rising inflation in the country resulted in increase in the
cost of raw materials and other overheads which could not be passed on
to the consumers.
DIVIDEND
In view of the losses incurred by the Company, the Directors of your
Company do not recommend any dividend for the financial year 2014-15.
BOARD MEETINGS
The Board met Nineteen (19) times during the year, the details of which
are given in the Corporate Governance Report that forms the part of
this Annual Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013 and the Listing
Agreement.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Retirement
In accordance with the provisions of the Companies Act, 2013, Mr.
Satish Kumar Singh (DIN: 05295625), retires by rotation and being
eligible, offers himself for re-appointment.
Resignation
During the year Mr. Ashok Kumar Jain (DIN: 02223047), Independent
Director of the Company has resigned from the directorship of the
Company with effect from October 8, 2014.
During the year Mr. Jay Shanker Shukla (DIN: 06391367), Independent
Director of the Company has resigned from the directorship of the
Company with effect from March 23, 2015.
During the year Mr. Santosh Kumar Khandelwal (DIN: 06607979), cease to
be Independent Director of the Company with effect from March 24, 2015
due to his sad demise.
During the year Mr. Ankit Patni (DIN: 00034907), Non-Executive Promoter
Director of the Company has resigned from the directorship of the
Company with effect from August 22, 2015.
16 I Impex Ferro Tech Limited
Re-appointment
Pursuant to the provisions of Section 149(1) & 161 of the Companies
Act, 2013, read with the relevant provisions of the Articles of
Association, Mrs. Sujata Agarwal (DIN: 06833458) was appointed as an
Additional Director (Independent) by the Board of Directors of the
Company with effect from October 8, 2014. She holds office as an
Additional Director (Independent) up to the date of the ensuing AGM.
The Company has received a notice in writing from a member proposing
her candidature for the office of Independent Woman Director. Mrs.
Sujata Agarwal qualifies to be an Independent Woman Director pursuant
to the provisions of Section 149(1) & 149(6) of the Companies Act,
2013.
Pursuant to the provisions of Section 149(1) & 161 of the Companies
Act, 2013, read with the relevant provisions of the Articles of
Association, Mr. Nanda Samai (DIN: 02566965) was appointed as an
Additional Director (Independent) by the Board of Directors of the
Company with effect from January 16, 2015. He holds office as an
Additional Director (Independent) up to the date of the ensuing AGM.
The Company has received a notice in writing from a member proposing
his candidature for the office of Independent Director. Mr. Nanda Samai
qualifies to be an Independent Director pursuant to the provisions of
Section 149(1) & 149(6) of the Companies Act, 2013.
Pursuant to the provisions of Section 149(1) & 161 of the Companies
Act, 2013, read with the relevant provisions of the Articles of
Association, Mr. Rohit Jain (DIN: 07129693) was appointed as an
Additional Director (Independent) by the Board of Directors of the
Company with effect from March 23, 2015. He holds office as an
Additional Director (Independent) up to the date of the ensuing AGM.
The Company has received a notice in writing from a member proposing
his candidature for the office of Independent Director. Mr. Rohit Jain
qualifies to be an Independent Director pursuant to the provisions of
Section 149(1) & 149(6) of the Companies Act, 2013.
Pursuant to the provisions of Section 149, 152 & 160 of the Companies
Act, 2013, Mr. Ramesh Seemakurti (DIN: 00096163) was appointed as an
Additional Director (Promoter-Non-Executive) of the Company with effect
from August 22, 2015 to hold office upto the date of ensuing AGM. The
Company has received a notice in writing from a member proposing his
candidature for the office of Non-Executive Promoter Director whose
period of office would be liable to be determined by retirement of
Directors by rotation.
The brief particulars of the said Directors have been given in the
notice convening the ensuing Annual General Meeting and is annexed as
additional information to the notice as required under Clause 49 of the
Listing Agreement and your Board recommends their
appointment/reappointment as set out in the notice.
Chief Financial Officer
As per Section 203 of the Companies Act, 2013 read with the relevant
provisions, Mr. Vivek Jain, was appointed as the Chief Financial
Officer of the Company with effect from April 29, 2014. However, Mr.
Vivek Jain has resigned from the services of the Company with effect
from July 17, 2014. Consequent to Mr. Vivek Jain's resignation, the
Board appointed Mr. Sanjeet Kumar Gupta as the Chief Financial Officer
of the Company with effect from August 25, 2014.
Company Secretary
Ms. Mamata Chakraborty, Company Secretary and Compliance Officer of the
Company resigned from the post with effect from February 28, 2015.
Consequent to Ms. Mamata Chakraborty's resignation, the Board appointed
Ms. Richa Agarwal as the Company Secretary and Compliance Officer of
the Company with effect from February 28, 2015.
DIRECTOR'S RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls maintained by the
Company, work performed by the Internal, Statutory, Cost and
Secretarial Auditors and external agencies, the reviews performed by
Management and the relevant Board Committees, the Board, with the
concurrence of the Audit Committee, is of the opinion that the
Company's internal financial controls were adequate and effective as on
31st March, 2015.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013 the
Board of Directors to the best of their knowledge and ability confirm:
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
b) that we have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit and loss
of the Company for that period;
c) that proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) that the annual accounts have been prepared on a "going concern"
basis;
e) that proper internal financial controls were laid down and that such
internal financial controls are adequate and were operating
effectively; and
f) that proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and
operating effectively.
CREDIT RATING
The Company's credit rating for Long-Term debts/facilities is C and
Short-Term facilities is A4 (A Four), rated by the ICRA Limited.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Sl. Name of Subsidiary/Joint % of Contribution
No. Company Ventures/Associate
Companies
1 M/s. SKP Mining Joint Venture Company 50%
Pvt. Ltd.
EXTRACT OF ANNUAL RETURN
The details of the extract of the Annual Return in Form MGT 9 is
annexed herewith and forms part of this Report as Annexure-I.
PUBLIC DEPOSIT
The Company has not accepted any deposit within the meaning of Section
73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
STATUTORY AUDITORS
M/s. R. Kothari & Company (FRN: 307069E), Chartered Accountants, retire
at the ensuing Annual General Meeting of the Company and have given
their consent for re-appointment. The Company has received a
certificate confirming their eligilibility to be re- appointed as
Statutory Auditors of the Company in terms of the provisions of Section
141 of the Companies Act, 2013 and Rules framed there under. The
Auditors have also confirmed that they hold a valid certificate issued
by the Peer Review Board of the Institute of Chartered Accounts of
India as required under the provisions of revised Clause 49 of the
Listing Agreement with the Stock Exchanges.
STATUTORY AUDITORS OBSERVATION
There are no qualifications or adverse remarks in the Auditor's Report
which require any clarification/explanation. The notes to accounts
referred to in the Auditor's Report are self-explanatory, and
therefore, do not call for any further comments/explanations.
COST AUDITOR
In terms of Section 148 of the Companies Act, 2013 read with Rule 14 of
the Companies (Audit and Auditors) Rules, 2014, on the recommendation
of Audit Committee, the Board of Directors has re-appointed M/s. A. J.
S. & Associates, Cost Accountants (FRN 0001060), as Cost Auditor of the
Company, at a remuneration of Rs. 35,000/- plus applicable taxes and
re-imbursement of out of pocket expenses incurred by them to conduct an
audit of the cost accounting records maintained by the Company for the
current financial year beginning from 1st April, 2015 and ending on
31st March, 2016.
As required under section 148 of the Companies Act, 2013 read with Rule
14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration
payable to cost auditor is being placed at the ensuing Annual General
Meeting for ratification by the members.
SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under, M/s. A J
& Associates, Practicing Company Secretary have been appointed as
Secretarial Auditors of the Company. The report of the Secretarial
Auditors is enclosed as Annexure II to this report.
SECRETARIAL AUDITOR OBSERVATION
The Secretarial Auditor has the following observations in Form MR-3
enclosed as Annexure II.
(i) The Chairman and Managing Director is one and the same person.
(ii) There were delays in filing of various Forms with Registrar of
Companies (ROC), West Bengal.
(iii) The demise of Mr. S.K. Khandelwal, Director of the Company, was
informed belatedly.
Our Comments are as under:
(i) There exist confusion in the implementation of the said provision
and no notification/clarification from MCA as so far been issued. The
Company has discussed the matter with different consultants of repute
but there exist in difference of opinion. We are looking into the
matter again and will resolve the matter as the sooner to make it in
line with the law. The Chairman is said to be a Chairman as he is being
the Principal and Senior most Promoter, and the position is given to
him as a respect by the Board.
(ii) Teething issues in implementation of New Companies Act, 2013, led
to some delays in filing.
(iii) The information of demise of Mr. S.K. Khandelwal was received by
the Company after a lapse of more than a month.
INTERNAL AUDITOR
During the year, M/s. Charupreeti & Co. (FRN: 3268561), Chartered
Accountants has given their Internal Audit Report for the quarter ended
31st March, 2015 and has resigned from the Internal Auditor of the
Company. Further M/s. NR & Associates (FRN: 102903), Cost Accountants
has given their consent to appoint as an Internal Auditor of the
Company for the financial year 2015-16.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company is equipped with proper and adequate system of internal
controls for maintaining proper accounting, cost control and efficiency
in operation.
The Company also has adequate system to ensure that all of its assets
are safeguarded and protected against loss from unauthorised use or
disposition, and transactions are authorised, recorded, and reported
correctly. The internal control system is supplemented by internal
audits, review by management, documented policies and procedures.
PARTICULARS OF EMPLOYEES
The prescribed particulars of employees required under Section
134(3)(q) read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached as
Annexure III and forms a part of this Report of the Directors.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND
OUTGO
A statement giving details of Conservation of Energy, Technology
Absorption and Foreign Exchange Earning and Outgo as required under
Section 134(3)(m) read with Rule 8 of Companies Cost (Accounts) Rules
2014 is annexed to this report as Annexure IV.
DECLARATION ON COMPLIANCE WITH CODE OF CONDUCTS
The Board has formulated a Code of Conducts for the Board Members and
Senior Management of the Company, which has been posted on the website
of the Company.
It is hereby affirmed that all the Directors and Senior Management
Personnel have complied with the Code and a confirmation to that effect
has been obtained from the Directors and the Senior Management.
PREVENTION OF INSIDER TRADING
The Company already had a structured Code of Conduct for Prevention of
Insider Trading long back, with a view to regulate trading in
securities by the Directors and designated employees of the Company.
The Code has been further streamlined to keep parity with the new
Companies Act, 2013.
The Code requires pre-clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company's shares by the Directors and
the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period
when the Trading Window is closed. The Board is responsible for
implementation of the Code.
All Directors and the designated employees, who hold any shares in the
Company, have confirmed compliance with the Code.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURTS/TRIBUNALS
There are no significant material orders passed by the
Regulators/Courts/Tribunals which would impact the going concern status
of the Company and its future operations.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the
provisions of Section 186 of the Companies Act, 2013. The details of
the investments made by Company are given in the notes to the Financial
Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during
the financial year with related parties were in the ordinary course of
business and on arm's length basis. During the year, the Company had
not entered into any contract/arrangement/ transaction with related
parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions
between the Company and the Directors, the management, or the relatives
except for those disclosed in the Financial Statements.
Accordingly, particulars of contracts or arrangements entered into by
the Company with related parties referred to in Section 188(1) of the
Companies Act, 2013 in Form AOC-2 (Annexure V) is NIL.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors,
Key Managerial Personnel and their remuneration. A note on Remuneration
Policy has been made a part of the Corporate Governance Report.
RISK MANAGEMENT POLICY
The Company has a defined Risk Management framework to identify,
assess, monitor and mitigate various risks to key business objectives.
Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing
basis.
The Risk Management Policy provides for identification of risk, its
assessment and procedures to minimize risk. The policy is periodically
reviewed to ensure that the executive management controls the risk as
per decided policy.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has adopted policy on Prevention of Sexual Harassment of
Women at Workplace in accordance with The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year ended 31st March, 2015, the Company has not
received any Complaints pertaining to Sexual Harassment.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION
149(6)
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act,
2013 and Clause 49 of the Listing Agreement.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities
of the Company, its management and operations and provides an overall
industry perspective as well as issues being faced by the industry. The
details of various familiarisation programmes provided to the Directors
of the Company is available on the Company's website
www.impexferrotech.com.
AUDIT COMMITTEE
The composition and terms of reference of the Audit Committee has been
furnished in the Corporate Governance Report forming a part of this
Annual Report. There has been no instance where the Board has not
accepted the recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and
Remuneration Committee has been furnished in the Corporate Governance
Report forming a part of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The composition and terms of reference of Stakeholders Relationship
Committee has been furnished in the Corporate Governance Report forming
a part of this Annual Report.
VIGIL MECHANISM POLICY
The Board has adopted a Vigil Mechanism Policy for the Company. This
policy is formulated to provide opportunity to all the employees to
access in good faith, to the Audit Committee of the Company in case
they observe any unethical and improper practice or behaviour or
wrongful conduct in the Company and to prohibit managerial personnel
from taking adverse personnel action against such employee.
PERFORMANCE/BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the Directors individually as well as the evaluation
of the working of its Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee.
A note on Board Evaluation has been made a part of the Corporate
Governance Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
in Clause 49 of the Listing Agreement. The Report on Corporate
Governance as stipulated under Clause 49 of the Listing Agreement forms
an integral part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management's Discussion and Analysis for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate section forming part of this
Annual Report.
CEO/CFO CERTIFICATION
As required by Clause 49 of the Listing Agreement, the CEO/CFO
certification has been submitted to the Board.
GREEN INITIATIVES IN CORPORATE GOVERNANCE
Ministry of Corporate Affairs has permitted Companies to send
electronic copies of Annual Report, notices etc., to the e-mail IDs of
shareholders. Your Company has accordingly arranged to send the soft
copies of these documents to the e-mail IDs of shareholders wherever
applicable. In case any shareholder would like to receive physical
copies of these documents, the same shall be forwarded upon receipt of
written request.
APPRECIATION
Your Directors wish to extend their thanks and appreciation for the
valuable and continued support received from the Shareholders,
Company's Bankers, Central and State Government Authorities, Stock
Exchange(s), CDSL, NSDL and all other Business Associates for the
growth of the organization.
Your Directors also wish to place on record their deep appreciation to
all the employees for their commitment and continued contribution to
the Company.
ANNEXURE FORMING A PART OF THIS REPORT OF THE DIRECTORS
The Annexure referred to in this Report and other information which are
required to be disclosed are annexed herewith and form a part of this
Report of the Directors:
Annexure Particulars
I Extract of the Annual Return (Form MGT 9)
II Secretarial Audit Report (Form MR 3)
III Particulars of Employees
IV Prescribed particulars of Conservation of Energy,
Technology, Absorption and Foreign Exchange Earnings
and Outgo
V Particulars of Contract or Arrangements with Related
Parties (Form AOC 2)
For and on behalf of the Board
Suresh Kumar Patni
Kolkata, 22nd August, 2015 Chairman cum Managing Director
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