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IFGL Refractories Directors Report, IFGL Refractory Reports by Directors
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IFGL Refractories
BSE: 532133|NSE: IFGLREFRAC|ISIN: INE023B01012|SECTOR: Cement - Products/Building Materials
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« Mar 10
Directors Report Year End : Mar '11
Dear Shareholders
 
 The Directors present the 22nd Annual Report together with Profit and
 Loss Account for financial year ended on 31 st March 2011 and Balance
 Sheet as on that date.
 
 Performance of your Company for financial year ended on 31 st March
 2011 on stand-alone and consolidated basis have been as follows:
 
                                                  (Rs. in Millions)
 
                                       Stand-alone    Consolidated
 
 Sales (Net of Excise Duty)               2,081.99        4,689.44
 
 Other Income                                 6.42           43.26
 
 Total Income                             2,088.41        4,732.70
 
 Less: Total Expenses                     1,886.35        4,262.85
 
 Profit before Interest and Depreciation    202.06          469.85
 
 Less: Interest                              39.50           55.75
 
 Depreciation                                52.86           87.22
 
 Profit before Tax                          109.70          326.88
 
 Less: Provision for Current Tax/
 Deferred Tax                                35.98           84.24
 
 Profit after Tax                            73.72          242.64
 
 Total Income, both on stand alone and consolidated basis, are higher by
 Rs. 330.76 Millions (19%) and Rs. 546.18 Millions (13%) compared to that of
 previous year ended on 31 st March 2010. Profit before Tax and Profit
 after Tax are lower and major contributing factors are depreciation of
 Euro and increase in cost of raw materials, energy etc and other
 expenses. Your Directors took several actions to step up efficiencies
 and improve overall performance and pursue both organic and inorganic
 growth of your Company. Your Directors have largely been successful in
 doing so despite radical changes in market dynamics and achieved
 aforesaid financial performance, which strictly is not comparable with
 that of previous financial year for reasons appearing hereinafter.
 Earning per Share, on consolidated basis, for the year is Rs. 6.87
 compared to Rs. 9.91 for previous year.
 
 During the year, on 10th September 2010 your Company, acquired EI
 Ceramics LLC (EIC) and CUSC International Limited (CUSC), both based in
 Cincinnati (Ohio), USA. EIC is engaged in manufacture of Isostatically
 pressed Alumina Graphite Continuous Casting Refractories and CUSC is
 its ancillary unit. EIC is a prominent supplier of CC Refractories to
 steel mills in USA and Canada. With these acquisitions your Company has
 production facilities for ISO products in not only two locations but in
 completely different geographies. This will also play a pivotal role in
 expansion plan of your Company as now also has a business model and
 team to provide the opportunity to grow customer base in USA.
 
 During the year, your Company started commercial production of pressed
 Ceramic Filters for foundries as per know how of Hofmann Ceramic GmbH,
 Germany. Product response has been very encouraging and now all small
 filters for Indian market are supplied from Kalunga works. With success
 of this, your Company will shortly start manufacturing big filters
 also.
 
 During the year a high temperature kiln was installed for slide gate
 production enhancing capability of your Company to supply full fired
 sliding gate plates for Indian and export markets.
 
 Various projects were undertaken to improve efficiency of Isostatically
 pressed products. These have resulted in cost savings, improved and
 consistent product.
 
 Your Company during the year augmented funds by issue of 14,50,000 - 5%
 Non Cumulative Preference Shares of Rs. 100/- each for an amount
 aggregating to Rs. 145 Millions on a private placement basis.
 
 Your Company is predominantly a manufacturer and trader of Specialised
 Refractories and Ceramics, accordingly a single business segment
 Company. The Company has adopted geographical location of its
 operations (where its products are produced or service rendering
 activities are based) as its primary segment in terms of Accounting
 Standard 17 ''Segment Reporting'' and the Segment Revenue, Segment
 Results and Capital Employed, on consolidated basis, in terms of said
 Accounting Standard are given at Note 15 forming part of Consolidated
 Statement of Accounts.
 
 Your Company in recognition of exports made during financial year
 2009-2010 received CAPEXIL''s Award for eighth consecutive year. Exports
 effected (including indirect) by your Company during the year
 aggregated to Rs. 1,073.87 Millions.
 
 Dividend
 
 Your Directors are pleased to recommend payment of dividend as follows
 subject to necessary approvals, including your approval at the ensuing
 Annual General Meeting :
 
 a) 5% on Equity Shares of Rs. 10/- each i.e. Rs. 0.50 per Equity Share for
 the year.
 
 b) 5% on Preference Shares of Rs. 100/- each i.e. Rs. 2.88 per Preference
 Shares on pro-rata basis for the period from 3rd September 2010 (date
 of allotment) to 31 st March 2011.
 
 Subsidiary Companies
 
 Subsidiaries of your Company have contributed more than 50% of total
 income and profits for the year and thus have performed well even under
 severe market conditions.
 
 All subsidiaries have been reporting satisfactory profit figures except
 that in Brazil where also your directors are confident of reversing the
 trend during current financial year.
 
 Current order book of all subsidiary is healthy and they are expected
 to do well barring unforeseen adverse market conditions.
 
 Industry Structure, Developments, Opportunities, Threats, Risks and
 Concerns and Future Outlook Your Company continues to be focused on
 Iron and Steel Industry. With the sustainable growth in steel producing
 capacities particularly in India and increased demand for quality Iron
 and Steel particularly from manufacturing, construction and automobile
 sectors, it is expected that demand for refractories and operating
 systems therefor manufactured by your Company would continue to rise.
 Dampening factors are likely to be escalating manufacturing, selling
 and employee costs and likely scarcity of raw materials. Nevertheless,
 your Directors are optimistic about overall scenario going forward of
 the Iron and Steel Industry and particularly manufacturers and
 suppliers of niche Refractories thereto.
 
 Accordingly, your Group Company, IFGL Exports Limited is going ahead
 full steam with setting up of new CCR Plant at new area of Kandla
 Special Economic Zone in Gujarat. Krosaki Harima Corporation (KHC), a
 subsidiary of Nippon Steel Corporation of Japan, being the technology
 provider to your Company has 20% equity participation in this company.
 Trial production is expected to start by September 2011 and commercial
 production by November 2011. Once this production facility will be
 on-stream, your Company along with its subsidiaries/associates will
 have production facilities for ISO products in three locations.
 
 Bio Ceramics
 
 Your Company continue to pursue Bio Ceramic business for health
 segment, being a diversification from producer of specialised
 Refractories for Iron and Steel Industry and have had reasonable
 success during the year. A collaborative project has been undertaken
 with National Metallurgical Laboratory, Jamshedpur for development of
 Nano-hydroxyapatite based Injectable Scaffold having applications in
 dental and orthopaedic segments. Technology for several new products
 for dental and orthopaedic segments have been tied up and would be
 launched in current financial year.
 
 Corporate Governance / Internal Control System and their adequacy Your
 Company is committed to and practices principles of good Corporate
 Governance to maximise value of its stakeholders.  Terms of Reference
 of Audit Committee are commensurate with those provided in Clause 49 of
 the Listing Agreement.  Internal Control Systems and frame work thereof
 are reviewed and strengthened from time to time and are adequate to
 identify risks, assess and or evaluate impact thereof and take steps
 for control and mitigation thereof. Risk Management Manual and Risks
 Register and Global Transfer Pricing Policy for transactions with
 Associated Enterprises have been adopted and are reviewed and updated
 periodically. A detailed Report on Corporate Governance Compliance duly
 certified by the Company''s Statutory Auditors form part of this Report
 as Annexure ''A''.
 
 Accounts of Subsidiary Companies
 
 Vide General Circular No. 2/2011 dated 8th February 2011, the Ministry
 of Corporate Affairs (MCA) has granted general exemption under Section
 212(8) of the Act for attachment of statement of accounts of the
 subsidiaries to its accounts, subject to fulfilment of conditions
 mentioned therein. A statement having financial information of
 subsidiary Companies form part of this Annual Report. Shareholders of
 the Company, and those of Subsidiary Companies who are desirous of
 having complete statement of accounts and related detailed information
 of subsidiary companies, may send their request therefor either to the
 Company''s registered office or to head and corporate office. The same
 are being kept for inspection at Head Offices of your Company and
 subsidiary companies and also available on your Company''s website i.e.
 www.ifglref.com.
 
 Directors''Responsibility Statement
 
 Your Directors, in terms of Section 217(2AA) of the Act, state that:
 
 a) in preparation of statement of accounts for the financial year under
 review, the applicable Accounting Standards have been followed and in
 case of departures therefrom, proper explanations relating thereto have
 been given in the Notes forming part thereof.
 
 b) Accounting Policies selected have been applied consistently and
 judgments and estimates made are reasonable and prudent as they give
 true and fair state of affairs of the Company at the end of the
 financial year under review and of the profit and loss of the Company
 for that period.
 
 c) proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Act for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities.
 
 d) Annual Accounts have been prepared on a going concern basis.
 
 Your Company''s Statutory Auditors, Messers Deloitte Haskins & Sells,
 Chartered Accountants have audited the statement of accounts in
 accordance with Generally Accepted Accounting Standards and Practices
 as indicated in their Report.
 
 Consolidated Financial Statements
 
 In accordance with Accounting Standard 21 and General Circular No.
 2/2011 dated 8th February 2011 of MCA, Consolidated Financial
 Statements duly audited by Statutory Auditors, Messers Deloitte Haskins
 & Sells form part of this Annual Report.  Consolidated Financial
 Statements have been prepared based on Financial Statements (including
 Consolidated) of immediate two levels of Subsidiary Companies i.e. IFGL
 Worldwide Holdings Limited and IFGL Monocon Holdings Limited, as
 approved by their respective Boards.
 
 Directors
 
 Directors due to retire by rotation are Mr D G Rajan and Mr K S B
 Sanyal, who being eligible, offer themselves for re-appointment for
 further period.
 
 On and from Wednesday, 25th May 2011, Mr Debal Kumar Banerji has been
 appointed as an Additional Director of your Company. He will shall
 cease to hold said office at the conclusion of forthcoming Annual
 General Meeting. Notice under provisions of Section 257 of the Act has
 been received proposing his candidature for the office of Director for
 further period liable to retire by rotation and he, being eligible,
 offer himself for appointment as Director of your Company.
 
 Profile of all your Directors seeking re-appointment/appointment is
 forming part of Notice to the Shareholders of ensuing Annual General
 Meeting.
 
 CSR, Human Resources and Industrial Relations
 
 Your Company recognizes its responsibilities towards health, safety,
 environment and community adjoining its operations.  In this regard,
 several programmes have been undertaken, some of them being Free
 Homeo/Allopathy Clinics, sponsoring operations of an Upper Primary
 School, maintenance of public utilities like Bus Shelter, tree
 plantation etc. and these would be a continued endeavour.
 
 During financial year 2010-2011, Industrial Relations remained most
 cordial. Your Company continued to provide conducive working
 environment to its team members and empowered them by trainings on
 latest techniques and practices.  Compensation packages and benefits
 provided compared favourably with best offered in the Refractory
 Industry.
 
 Save and except Whole-time Directors being Chairman, Mr S K Bajoria and
 Managing Director, Mr P Bajoria, none of the employees of your Company
 was in receipt of remuneration of Rs. 60 lacs or more per annum, for the
 year under review.  Particulars of their remuneration are appearing
 under Clause 3B of the Corporate Governance Report and also in the
 Annexure forming part of this Report as per provisions of Section
 217(2A) of the Act read with the Companies (Particulars of Employees)
 Rules, 1975 as amended. Having regard to the provisions of Section
 219(1 )(b)(iv) of the said Act, the Annual Report excluding said
 Annexure is being sent to all the shareholders of the Company and
 others entitled thereto. Any Shareholder interested in obtaining such
 Annexure may write to the Company Secretary.
 
 Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988
 
 Information in accordance with provisions of Section 217(1 )(e) of the
 Act read with the Companies (Disclosure of Particulars in the Report of
 Board of Directors) Rules, 1988 regarding conservation of energy,
 technology absorption and foreign exchange earnings and outgo is given
 in Annexure ''B''.
 
 Auditors''Report
 
 Report of the Auditors, including references made therein to the Notes
 forming part of the Statement of Accounts, are self explanatory.
 
 Auditors
 
 Messers Deloitte Haskins & Sells, Auditors will retire at conclusion of
 the forthcoming Annual General Meeting and are eligible for
 re-appointment.
 
 Acknowledgement
 
 Your Directors place on record their sincere appreciation for the
 continued support received from all the stakeholders particularly you
 the shareholders.
 
                                 On behalf of the Board of Directors
 
 Kolkata                         SK Bajoria        P Bajoria
 
 25th May 2011                   Chairman          Managing Director
 
 
 
 
 
 
 
 
Source : Dion Global Solutions Limited
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