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
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