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INDIAN METALS & FERRO ALLOYS LTD.

04 October 2024 | 12:00

Industry >> Ferro Alloys

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ISIN No INE919H01018 BSE Code / NSE Code 533047 / IMFA Book Value (Rs.) 392.94 Face Value 10.00
Bookclosure 31/07/2024 52Week High 880 EPS 73.12 P/E 9.62
Market Cap. 3794.86 Cr. 52Week Low 387 P/BV / Div Yield (%) 1.79 / 4.27 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

The Directors are pleased to present the 62nd Annual Report and Audited Financial Statements of your Company for the Financial Year ended 31st March 2024.

Financial Results

(Amount in Rs. Crore)

Standalone

Consolidated

FY 2023-24

FY 2022-23

FY 2023-24

FY 2022-23

1.

Revenue from operations

2,780.17

2,676.39

2,780.17

2,676.39

2.

Other Income

262.78

25.66

42.22

24.31

3.

Total Income

3,042.95

2,702.05

2,822.39

2,700.70

4.

Profit before finance cost, depreciation, taxation and exceptional items

648.57

514.48

629.09

512.79

5.

Finance Cost

37.37

68.42

34.94

65.94

6.

Depreciation

78.03

107.28

78.03

107.28

7.

Exceptional items

-

15.70

-

15.70

8.

Profit before Tax

533.17

323.08

516.12

323.87

9.

Tax including Deferred Tax

142.69

97.35

143.73

98.09

10.

Profit after Tax

390.48

225.73

372.39

225.78

11.

Other Comprehensive Income/(Expenses)

1.05

(0.29)

1.05

(0.30)

12.

Total Comprehensive Income/(Expenses) for the year

391.53

225.44

373.44

225.48

13.

Dividend paid

148.37

67.44

148.77

68.02

14.

Balance carried forward

2,048.06

1,804.90

2,073.93

1,849.26

Your Company's revenue from operations during the year under review reached a new high of H 2,780.17 Crore (previous year: H 2,676.39 Crore) including highest ever foreign exchange earnings of H 2,597.12 Crore (previous year: H 2,522.67 Crore). EBITDA before exceptional items increased to H 648.57 Crore (previous year: H 514.48 Crore) and profit after tax stood at H 390.48 Crore (previous year: profit of H 2,25.73 Crore) on account of higher ferro chrome realisation and lower input cost.


Dividend

Pursuant to the provisions of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has formulated a Dividend Distribution Policy. The Policy sets out the parameters and circumstances that will be considered by the Board in determining the distribution of dividend to its shareholders.

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

Interim Dividend

The Board of Directors in its meeting held on 2nd November,

2023 had approved payment of interim dividend of H 7.50 per Equity Share (@ 75%) on 5,39,54,106 Equity Shares of the Company of the face value of H 10/- each fully paid-up, out of the profits for FY 2023-24. Interim dividend was paid to the shareholders as per their entitlement as on the Record Date i.e. 10th November, 2023.

Special Dividend

The Board of Directors in its meeting held on 29th March

2024 had approved payment of Special dividend of H 15/-per Equity Share (@ 150%) on 5,39,54,106 Equity Shares of the Company of the face value of H 10/- each fully paid-up, out of the profits for FY 2023-24. Special dividend was paid to the shareholders as per their entitlement as on the Record Date i.e. 8th April 2024.

Final Dividend

In view of the excellent performance during the year under review, your Directors are pleased to recommend a final dividend of H 7.50 per equity share (@ 75%) on 5,39,54,106 equity shares of the face value of H 10/- each for the year ended 31st March 2024, subject to approval of shareholders at the forthcoming Annual General Meeting of the Company. Final dividend, if approved by the shareholders, taken together with the interim dividend and Special dividend will amount to total dividend of H 30/-per equity share for FY 2023-24.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for the FY 2023-24 in the distributable retained earnings.

State of Company's Affairs

Operations

The operations of the your company during the year under review was exceptional with ferro chrome production of 264,119 tonnes (previous year: 244,505 tonnes), captive power generation of 1,171 MUs (previous year: 1,074 MUs), and chrome ore raising of 669,580 tones (previous year: 564,775 tonnes) being the highest ever.

Even as chrome ore raising crossed six lakh tonnes mark for the first time, it is pertinent to note that your Company has consistently followed in letter and spirit the practice

of value addition; ore raised from its mines is being used only for captive consumption, thus creating employment and maximising contribution to the exchequer.

Utkal 'C Compensation

During the year under review, Office of Nominated Authority, Ministry of Coal, Government of India vide its Final Compensation Order dated 5th December, 2023 has determined the valuation of compensation of free hold and lease hold land pertaining to Utkal 'C' Coal Mines at H 3,52,89,70,761/- (Rupees three hundred fifty-two crore eighty nine lakh seventy thousand seven hundred sixty one only) is payable to the Company's subsidiary viz. Utkal Coal Limited (UCL). UCL has received part compensation of H 131,52,57,422/-, and compensation towards valuation of Mine Infrastructure is under progress.

Scheme of Amalgamation

During the year under review, the Board of Directors of the Company at its meeting held on 02nd November, 2023 approved a Scheme of Amalgamation in terms of Sections 230-232 of Companies Act, 2013 between Utkal Coal Limited (UCL or Transferor Company) and Indian Metals & Ferro Alloys Limited (Transferee Company) and their respective shareholders and creditors. Accordingly, the Company on 21st November, 2023 filed application under Regulation 37 of SEBI (LODR) Regulations, 2015 with National Stock Exchange of India Limited and BSE Limited seeking their approval. Subsequently, since the amalgamation process of wholly owned subsidiaries is simpler, the Board of Directors of your Company has approved the acquisition of 52,00,000 (20.80%) shares from remaining shareholders of Utkal Coal Limited (UCL) to make it a Wholly Owned Subsidiary. Your Company and UCL, in their respective Board Meetings held on 29th March, 2024, have given their consent to withdraw the earlier Scheme and submit the revised Scheme with the Stock Exchanges.

Expansion Project

The 100,000 tonnes per annum ferro chrome expansion project at Kalinganagar, Jajpur District, Odisha is progressing well with grant of environment clearance being recommended after the project proposal was reviewed by the Expert Appraisal Committee of the MoEF & CC on 15th May, 2024. Meanwhile, order placement for major items is being finalised; and, disbursement of compensation to displaced families has been initiated by the District Administration. As such, construction is expected to commence later this year with commissioning targeted by mid-2026.

Diversification

In order to utilise surplus land and bulk material handling capacity available at one of the manufacturing locations, the Board of Directors has approved an investment to produce ethanol and by-products which will also diversify the product portfolio of your Company. Environment Clearance application has been submitted to MoEF & CC and is under consideration.

Annual Return

The extract of annual return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https:// www.imfa.in/pdfs/Annual-Return-2022-23.pdf.

Number of Meetings of the Board

The Board met five times in financial year 2023-24 viz. on 30th May, 2023, 26th July, 2023, 2nd November, 2023, 30th January, 2024 and 29th March, 2024 with the maximum interval between any two meetings not exceeding 120 days. The details of the composition of the Board and its Committees and the Meetings held and attendance of the Directors at 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 Directors hereby confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2024, the applicable accounting standards read with the requirements as set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 for the year under consideration;

(iii) that they have taken proper and sufficient care 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 frauds and other irregularities;

(iv) that they have prepared the annual accounts of the Company for the financial year ended 31st March 2024 on a going concern basis;

(v) that they have laid down internal financial controls to be followed by the Company and 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 of all 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 specified under section 149(6) of the Companies Act, 2013 and regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

Loans, Guarantees given or Investments made during FY 2023-24

(H Crore)

Name of the Entity

Relation

Amount

Particulars of Loans, Guarantees given or Investments made

Purpose for which the loans, guarantees and investments are proposed to be utilised

Utkal Coal Limited

Subsidiary

21.75

Loan given

Operational needs

Utkal Coal Limited

Subsidiary

151.67

Loan repaid

-

2015 (Listing Regulations) and relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in their respective fields and they hold highest standards of integrity.

Business Responsibility and Sustainability Report

In terms of amendment dated 05th May, 2021 to Regulation 34(2)(f) of the Listing Regulations, the Company has prepared Business Responsibility and Sustainability Report (BRSR) for the financial year 2023-24 on Environment, Social and Governance (ESG) parameters in the prescribed format as Annexure-1 which forms integral part of the Annual Report.

Policy on Directors' Appointment and Remuneration

The Company has a policy for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel as well as well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The Policy broadly lays down the guiding principles for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 of Companies Act,2013.

During the year under review, changes were made in the above policy pertaining to change in definition of 'Senior Management'. Salient features of this policy are enumerated in the Corporate Governance Report which forms part of the Annual Report. The above policy is available at the website of the Company at: https://www.imfa.in/pdfs/ Nomination-Remuneration-Policy-02-11-25.pdf.

Auditors and Auditors' Report

Statutory Auditors

M/s. SCV & Co. LLP, Chartered Accountants (Firm registration No. 0000255N/N500089), (hereinafter referred to as "SCV") were appointed as statutory auditors of the Company, for a period of 5 years, to hold office from conclusion of the 57th Annual General Meeting until the conclusion of the ensuing 62nd Annual General Meeting of the Company.

Although SCV is eligible for re-appointment, your Company approached M/s Walker Chandiok & Co. LLP, Chartered Accountants, a member firm of Grant Thornton International Limited (FRN: 001076N/N500015) having in-depth knowledge of the metals and mining sector, with an intent to appoint them as Statutory Auditors of the Company for a period of 5 (Five) years from the conclusion of this 62nd AGM till the conclusion of 67th AGM of the Company subject to approval of shareholders. M/s Walker Chandiok & Co. LLP, Chartered Accountants, have submitted their consent for appointment and also a requisite certificate, pursuant to the provisions of Section

159 & 141 of the Companies Act, 2015, confirming eligibility & satisfaction of criteria for their appointment as Statutory Auditors of the Company. Upon the recommendation of the Audit Committee, the Board recommends the appointment of M/s Walker Chandiok & Co. LLP, Chartered Accountants, at the ensuing 62nd Annual General Meeting for the approval of the Members of the Company. The necessary resolution seeking the approval for their appointment as the Statutory Auditors has duly been included in the notice of the ensuing 62nd Annual General Meeting along with brief credentials and other necessary disclosures required under the Act and the Regulations.

The Auditors of the Company have not made any qualifications, reservations or adverse remarks or disclaimers in their audit report nor have they reported any fraud as specified under section 145(12) of the Companies Act, 2015.

Secretarial Auditor

The Company has appointed M/s Sunita Jyotirmoy & Associates, Company Secretaries to conduct secretarial audit and their Report is appended as Annexure-2.

There are no qualifications, reservations or adverse remarks or disclaimers made in their report.

Cost Auditor

Pursuant to section 148 of the Companies Act 2015, the Board of Directors on the recommendation of Audit Committee appointed M/s S S Sonthalia & Co., Cost Accountants as the Cost Auditors of the Company for the Financial Year 2025-24 and has recommended their remuneration to the Shareholders for their ratification at the ensuing Annual General Meeting. M/s S S Sonthalia & Co., Cost Accountants have given their consent to act as Cost Auditors and also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2015. Pursuant to the Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for the financial year 2022-25 was filed with the Ministry of Corporate Affairs on 8th August, 2025 vide SRN F 62975198. The Company has maintained the cost records as specified under sub-section (1) of section 148 of the Companies Act, 2015.

Particulars of Loans, Guarantees or Investments Under Section 186

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2015 are set out below:

Amount Outstanding as on 31st March, 2024

(H Crore)

Particulars

Amount

Loans Given

221.57

Guarantees Given

Nil

Investments Made

2.57

Particulars of Contracts or Arrangements with Related Parties

There are no contracts/arrangements/transactions which are not at arm's length basis and there are no material contracts/arrangements/transactions which are at arm's length basis. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement 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 the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.

Energy Conservation, ETC.

The information required under section 154 of the Companies Act, 2015 read with Companies (Accounts) Rules, 2014 are set out in Annexure-3 hereto forming part of this report.

Risk Management Policy

The Company has a Risk Management framework in place which is designed to identify, assess, monitor and mitigate various risks related to key business and strategic objectives. All identified risks are categorised based on a matrix of likelihood of occurrence and impact thereof; subsequently, a mitigation plan is worked out to the extent

possible. Major risks are monitored regularly at meetings of the Risk Management 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 on CSR during the year as per Companies (Corporate Social Responsibility 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 at https://www.imfa.in/pdfs/CSR-Policy.pdf.

Annual Evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following 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 its performance

(iv) Providing perspectives and feedback going beyond information provided by the management

(v) Commitment to shareholder and other stakeholder interests

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

Disclosure Under Section 197(12) of the Companies Act, 2013

Pursuant to Section 197(12) of the Companies Act, 2015 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the ratio of remuneration of each Director 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 the employees of the Company for the financial year 2025-24:

Name of the Director

Ratio

Name of the Director

Ratio

Mr Nalini Ranjan Mohanty

2:1

Mr Bijoy Kumar Das

2:1

Mr Baijayant Panda

272:1

Mrs Latha Ravindran

2:1

Mr Subhrakant Panda

285:1

Mr Stefan Georg Amrein

0.17:1

Mr Chitta Ranjan Ray

11:1

Dr Barada Kanta Mishra

0.54:1

Mr Sudhir Prakash Mathur

2:1

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer & Company Secretary and Chief Executive Officer, in the financial year 2023-24:

Name of the Director

% increase/ (decrease)

Name of the Director/CFO & CS

% increase/ (decrease)

Mr Baijayant Panda

49.49

Mr Bijoy Kumar Das

(0.49)

Mr Subhrakant Panda

46.50

Mrs Latha Ravindran

(1.83)

Mr Chitta Ranjan Ray

2.97

Mr Stefan Georg Amrein

188.89

Mr N R Mohanty

(12.49)

Dr Barada Kanta Mishra

Not Applicable

Mr Sudhir Prakash Mathur

(2.16)

Mr Prem Khandelwal, CFO & CS

(16.17)

day of 31st March 2024 consequent to completion of his second term. The Board placed on record its appreciation of the valuable service rendered by him during his long tenure on the Board.

During the year Dr Barada Kanta Mishra (DIN: 07166746) was appointed as Non-executive Independent Director for a period of five years effective from 22nd March 2024 which was approved by Shareholders through Postal ballot on 9th May, 2024. Mr Nalini Ranjan Mohanty (DIN: 00237732) retires by rotation at the forthcoming Annual General Meeting of the Company and is eligible for re-appointment. Further, his term as Non-Executive Non-Independent Director, designated Chairman of the Company will be completed on 25th July, 2024. Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors have re-appointed Mr Mohanty as Non-Executive Non-Independent Director and designated him as Chairman of the Company with effect from 26th July, 2024 until the conclusion of next Annual General Meeting subject to approval of the Shareholders.

The Company has received notice under Section 160 of the Companies Act, 2013 signifying intention to propose him for the office of Director under section 152 of the Companies Act, 2013. The Board opines that the directors so appointed/re-appointed are of integrity and possess the requisite expertise and experience (including the proficiency).

Resolutions seeking approval of the members have been incorporated in the notice of the forthcoming Annual General Meeting. Brief resume/details relating to Directors who are to be appointed/re-appointed are furnished in the Explanatory Statement to the Notice of the ensuing 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 Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government. The Company had, accordingly, transferred H 29,69,850/- being the unpaid and unclaimed dividend amount pertaining to Interim Dividend for FY 2016-17, to the IEPF authority.

(iii) the percentage increase in the median remuneration of employees in the financial year 2023-24: 11.00

(iv) the number of permanent employees on the rolls of company: 2101

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

Average percentile increase in the salaries of employees other than the managerial personnel: 44th

Percentile increase in the managerial remuneration: 65th

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

Particulars of Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing top ten employees in terms of remuneration drawn and includes the name of every employee of the Company, who are in receipt of remuneration of rupees one crore and two lakh or more during the financial year 2023-24 or a monthly remuneration of rupees eight lakh and fifty thousand or more during financial year 2023-24 are provided in the Annexure-5 forming part of the Report.

Public Deposits

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

Vigil Mechanisam/Whistle Blower Policy

The Company has formulated a Whistle Blower Policy for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

Directors and Key Managerial Personnel

Mr Sudhir Prakash Mathur (DIN:00173775) retired from Independent Directorship of the Company w.e.f. end of the

Disclosure with Respect to Unclaimed Suspense Account

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

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

Internal Financial Control Systems and their Adequacy

The Company has a comprehensive system of internal controls that enables efficient operations, optimal resource utilisation and compliance with all applicable laws and regulations. Each of these internal controls strengthens the Company and protects loss or unauthorised use of assets by providing adequate checks and balances. The Company authorises, records and reports all transactions. An independent firm of Chartered Accountants serves as the internal auditor to execute the internal audit functions. The Management and Audit Committee of the Board observes and then recommends corrective measures following such audits to improve business operations.

Corporate Governance

Pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a report on the Corporate Governance, Management Discussion and Analysis, Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance have 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 would impact the going concern status of the Company and its future operations.

Subsidiary/Joint Venture Companies

Pursuant to section 129(3) of the Companies Act, 2013, a statement containing the salient features on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement is attached as Annexure-6. The audited Consolidated Financial Statements, together with Auditors' Report, form part of the Annual Report. Pursuant to section 136 of the Companies Act, 2013, the financial statements of the subsidiary and joint venture companies are kept for inspection by the Shareholders at the Registered Office

of the Company. The statements are also available on the Company's website (www.imfa.in). PT SUMBER RAHAYU INDAH the stepdown subsidiary of the Company has been liquidated with effect from 25th October, 2023 as it could not start its operations.

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. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaint in respect of sexual harassment during the financial year 2023-2024 nor was any complaint pending at the beginning or end of the financial year 2023-2024.

Disclosure Under Insolvency and Bankruptcy Code

During the year under review there are no application made or any proceeding pending under 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 any of its Banks or Financial Institutions.

Compliance With Secretarial Standards

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and SS2) relating to Meetings of the Board, its Committees and Annual General Meetings.

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 the exemplary service rendered by the entire workforce during the year under review. Further, your Directors would also like to appreciate the support received from term lenders and working capital bankers. Finally, your Directors would like to thank the shareholders, customers, Central and State Government and the public at large for their continued support and confidence.