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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Indian Metals & Ferro Alloys Ltd.

Mar 31, 2025

The Directors are pleased to present the 63^rd Annual Report and Audited Financial Statements of your Company for the Financial Year ended 31^st March 2025.

FINANCIAL RESULTS

	(Amount in H Crore) Standalone Consolidated
	FY 2025	FY 2024*	FY 2025	FY2024*
1 Revenue from operations	2564.57	2780.17	2564.57	2780.17
2 Other Income	66.74	42.33	66.48	42.22
3 Total Income	2631.31	2822.50	2631.05	2822.39
4 Profit before finance cost, depreciation, taxation and exceptional items	597.25	649.83	596.98	629.09
5 Finance Cost	30.61	37.37	28.27	34.94
6 Depreciation	54.60	78.03	54.60	78.03
7 Exceptional items	-	-	-	-
8 Profit before Tax	512.04	534.43	514.11	516.12
9 Tax including Deferred Tax	133.95	170.74	134.79	171.78
10 Profit after Tax	378.09	363.69	379.32	344.34
11 Other Comprehensive Income/(Expenses)	(13.73)	1.05	(13.73)	1.05
12 Total Comprehensive Income/(Expenses) for the year	364.36	364.74	365.59	345.39
13 Dividend paid	121.41	148.37	121.80	148.77
14 Balance carried forward	2268.33	2025.38	2294.29	2050.70
*Revised due to amalgamation of Utkal Coal Limited with and in to the Company. Your Company''s revenue from operations during the year under review stood at H 2564.57 Crore (previous year: H 2780.17 Crore) including foreign exchange earnings of H 2322.29 Crore (previous year: H 2597.12 Crore). EBITDA before exceptional items declined to H 530.51 Crore (previous year: H 649.83 Crore) on account of lower ferro chrome realisation. Profit after tax was H 378.09 Crore (previous year: profit of H 363.69 Crore).

	Previous capital structure		Revised capital structure
Type of capital	No. of shares	Amount (in J)	No. of shares	Amount (in J)
Equity shares of H10/- Each	60,000,000	60,00,00,000	8,50,00,000	85,00,00,000
9.5% Redeemable Cumulative Preference Shares of H100/- each,	40,000	40,00,000	40,000	40,00,000
IInd series Redeemable Cumulative Preference Shares of H100 each	2,60,000	2,60,00,000	2,60,000	2,60,00,000
Redeemable Cumulative Preference Shares of H100/- each	50,000	50,00,000	50,000	50,00,000
Total	6,03,50,000	63,50,00,000	8,53,50,000	88,50,00,000
The issued, subscribed, and paid-up share capital of the Company remain unchanged.			As on March 31, 2025, the issued, subscribed,
and paid-up share capital was as per details given below:
Type of capital			Capital structure as on March 31, 2025
Type of capital			No. of shares	Amount (in J)
Equity shares			5,39,54,106	53,95,41,060
Total			5,39,54,106	53,95,41,060

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://elegant-canvas-ad15652696.media. strapiapp.com/Dividend Distribution Policy a5eec76703.pdf.

Interim Dividend

The Board of Directors in its meetings held on 7^th November 2024 and 29^th January 2025 had approved payment of 1^st interim dividend of H 10.00/- per Equity Share (@ 100%) and 2^nd Interim Dividend of H 5.00/- per Equity Share (@ 50%) 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 2024-25. 1^st Interim dividend and 2^nd Interim Dividend were paid to the shareholders as per their entitlement as on the Record Date i.e. 15^th November 2024 and 5^th February 2025 respectively.

Final Dividend

In view of the excellent performance during the year under review, your Directors are pleased to recommend a final dividend of H 5/-per equity share (@ 50%) on 5,39,54,106 equity shares of the face value of H 10/- each for the year ended 31^st March 2025, 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 dividends will amount to total dividend of H 20/- per equity share for FY 2024-25.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for the FY 2024-25 in the distributable retained earnings.

STATE OF COMPANY''S AFFAIRS Operations

Building on the strong foundation of fully integrated operations, ferro chrome production during the year was 260,190 tonnes (previous year: 264,119 tonnes) alongside captive power generation

of 1092 MUs (previous year: 1171 MUs) and highest ever chrome ore raising of 701,863 tonnes (previous year: 669,580 tonnes).

It is pertinent to note that your Company has consistently followed in letter and spirit the practice of value addition with chrome ore raised from its mines 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, gave effect to the Final Compensation Order dated 5^th December 2023 by disbursing the balance amount of H 221,37,13,339/- to erstwhile M/s Utkal Coal Limited (UCL) the Wholly Owned subsidiary of the Company (now amalgamated with the Company) towards valuation of compensation of freehold and leasehold land pertaining to Utkal ''C'' Coal Mines. UCL had already received the first part compensation of H 131,52,57,422/- during previous financial year. Further, during the year M/s Utkal Coal Limited has received H 8,62,61,240/- from Nominated Authority, Ministry of Coal as balance compensation towards cost of Mine Infrastructure pertaining to Utkal "C" Coal Mines.

Ferro Chrome Expansion Project

Work has commenced on the 100,000 tonnes per annum greenfield ferro chrome expansion project at Kalinganagar, Jajpur District with boundary wall having previously been constructed and orders placed for key equipment. As such, we expect to commission the first unit by mid-2026 which will be a major milestone in your Company''s growth plans.

Ethanol Business

Your Company has received necessary statutory clearances for the ethanol project and also placed orders for major equipment.

Scheme of Amalgamation & Changes in Capital Structure

During the year under review, the Board of Directors of the Company at its meeting held on 31^st July 2024 approved a Scheme of Amalgamation in terms of Sections 233 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 (hereinafter referred to as the "Schemeâ) which was sanctioned by the Regional Director Eastern Region Kolkata, Ministry of Corporate Affairs of its order dated February 28, 2024. The order of Regional Director, Eastern Region, Kolkata was filed with the Registrar of Companies, Cuttack Odisha and the Merger Scheme became effective from 28^th March, 2025. Accordingly, the Transferor Companies stands amalgamated with and into the Transferee Company, in accordance with the provisions of the Scheme. Consequent to the effectiveness of the Scheme and in terms of the Scheme, the Authorised share capital of the Transferor Companies get merged to form new Authorised Share Capital of the Transferee Company and thereafter, the Authorised Share Capital of the Transferee Company stands increased. The amended capital clause of the Company effective from 28^thMarch 2025 is as follows:

Preliminary work including site levelling has been completed, and we expect to commission the unit in the first quarter of Calendar Year 2026. The foray into ethanol is intended to utilise available land and other infrastructure available at our Therubali Unit while also expanding our green footprint.

Renewable Energy

During the year under review your Company signed a binding term sheet, Power Purchase agreement (PPA), and Share Subscription and Shareholders Agreement (SSSHA) with JSW Green Energy One Ltd and JSW Green Energy Seven Ltd (Power Producers). We will subscribe to 26% equity of the Power Producers with an

investment of H 83.26 crores in a hybrid project that combines 50 MW AC Solar and 100 MW Wind for a total contracted capacity of 70 MW.

Further, your Company has also signed a binding term sheet with Ampin Energy Utility One Private Limited to supply hybrid renewable energy with 40 MW contracted demand (58 MW each Solar AC and Wind capacity). Discussions are ongoing to sign related documents such as PPA and SSSHA, and the total equity investment will be H 61.60 crore.

The Hybrid RE projects of both developers are expected to be commissioned by June 2026 and will substantially reduce our carbon footprint to the tune of CO2e approximately 6,12,000 MT per Annum.

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://elegant-canvas-ad15652696. media.strapiapp.com/Annual Return202324 0f92f72ef6.pdf

NUMBER OF MEETINGS OF THE BOARD

The Board met four times in financial year 2024-25 viz. on 23^rdMay 2024, 31^st July 2024, 7^th November 2024, 29^th January 2025 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 31^st March 2025, 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 31^st March 2025 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, 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 May 05, 2021 to Regulation 34(2)(f) of the Listing Regulations, the Company has prepared Business Responsibility and Sustainability Report (BRSR) for the financial year 2024-25 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.

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:// elegant-canvas-ad15652696.media.strapiapp.com/Nomination Remuneration Policy 02 11 23 b168939e32.pdf

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company at 62^nd Annual General Meeting held on 26^th July, 2024 approved the appointment of M/s Walker Chandiok & Co. LLP, Chartered Accountants, a member firm of Grant Thornton International Limited (FRN: 001076N/N500013), as the Statutory Auditors of the Company for an initial term of 5 years i.e. from the conclusion of 62^nd Annual General Meeting till the conclusion of 67^th Annual General Meeting of the Company. The Statutory

Auditors have confirmed they are not disqualified from continuing as Auditors of the Company. There are no qualifications, reservations or adverse remarks or disclaimers made in their audit report. The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

Secretarial Auditor

The Company has appointed M/s Sunita Jyotirmoy & Associates, Company Secretaries to conduct secretarial audit for the Financial Year ended 31^st March 2025 and their Report is appended as Annexure- 2.

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

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred as "Listing Regulationsâ) as amended up to date and based on the recommendation of the Audit Committee, the Board of Directors in their meeting held on 21^st May, 2025 have recommended the appointment of M/s Sunita Jyotirmoy & Associates, Company Secretaries (FRN: P2003OR014400) as the Secretarial Auditors of the Company, for a period of 5 years commencing from the conclusion of this (63^rd) Annual General Meeting till the conclusion of 68^th Annual General Meeting to be held in the year 2030 to conduct the secretarial audit for the Financial year 2025-26 to Financial Year 2029-30 subject to approval of shareholders. The necessary resolution seeking the approval for their appointment as the Secretarial Auditors has duly been included in the notice of the ensuing 63^rd Annual General Meeting along with brief credentials required under the Listing Regulations.

Cost Auditor

Pursuant to section 148 of the Companies Act 2013, 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 2025-26 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, 2013. Pursuant to the Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for the financial year 2023-24 was filed with the Ministry of Corporate Affairs on 21^st August 2024 vide SRN F97588404. The Company has maintained the cost records as specified under sub-section (1) of section 148 of the Companies Act, 2013.

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, 2013 are set out below:

Amount Outstanding as on March 31, 2025
Particular	Amount
Loans Given	Nil
Guarantees Given	Nil
Investments Made	2.55

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 134 of the Companies Act, 2013 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://elegant-canvas-ad15652696.media.strapiapp. com/CSR Policy c14bf59edc.pdf

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013
Pursuant to Section 197(12) of the Companies Act, 2013 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 2024-25:
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	217:1	Mrs Latha Ravindran	2:1
Mr Subhrakant Panda	228:1	Mr Stefan Georg Amrein	0.168:1
Mr Chitta Ranjan Ray	9:1	Dr Barada Kanta Mishra	2:1
(retired on 30^th January 2025)		( Appointed on 22^nd March 2024)
Mr Bijayananda Mohapatra (Appointed w.e.f 31^st January 2025)	NA
ii) the percentage increase in remuneration of each Director, Chief Financial Officer & Company Secretary and Chief Executive Officer,
in the financial year 2024-25:
Name of the Director	% increase/ decrease	Name of the Director/CFO & CS	% increase/ decrease
Mr Baijayant Panda	1.29	Mrs Latha Ravindran	35.81
Mr Subhrakant Panda	2.45	Mr Stefan Georg Amrein	23.08
Mr Chitta Ranjan Ray	5.35	Dr Barada Kanta Mishra	685.78
(Retired on 30^th January 2025)		Mr Prem Khandelwal, Ex CFO & CS	33.61
Mr Bijayananda Mohapatra	NA	(Retired on 07.03.2025)
(Appointed w.e.f 31^st January 2025)		Mr Saunak Gupta, Chief Financial Officer	NA
Mr Nalini Ranjan Mohanty	52.37	(Appointed w.e.f 8^th March 2025)
Mr Bijoy Kumar Das	33.99	Mr Smruti Ranjan Ray, Company Secretary &	NA
		Compliance Officer (Appointed w.e.f 8^th March 2025)

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

iii) the percentage increase in the median remuneration of employees in the financial year 2024-25: 13.46

iv) the number of permanent employees on the rolls of company: 2072

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:

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.

Average percentile increase in the salaries of employees other than the managerial personnel: 42^nd

Percentile increase in the managerial remuneration: 50^th

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 2024-25 or a monthly remuneration of rupees eight lakh and fifty thousand or more during financial year 2024-25 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 Chitta Ranjan Ray (DIN:00241059) retired from the Wholetime Directorship of the Company w.e.f close of business hour of 30^thJanuary 2025 consequent to completion of his 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 Mr Baijayant Panda (DIN: 00297862) and Mr Subhrakant Panda (DIN: 00171845) were re-appointed as Vice Chairman and Managing Director respectively for a further period of three years with effect from 28^th October, 2024. Their terms of appointment were approved by the Members on 12^th September, 2024 through e-voting/postal ballot. Further Mr Bijayananda Mohapatra (DIN: 09489095) was appointed as Whole-time Director & Chief Operating Officer of the Company for a period of three years effective from 31^st January 2025 which was approved by Members through Postal ballot on 12^th March 2025.

Mr Stefan Georg Amrein (DIN: 06996186) retires by rotation at the forthcoming Annual General Meeting of the Company and is eligible for re-appointment.

The Board at its meeting held on 21^st May, 2025, pursuant to the recommendation of Nomination and Remuneration Committee and taking into account the report of performance evaluation, re-appointed Mrs Latha Ravindran (DIN: 08711691) as an Independent Director for a second consecutive term of 5 years with effect from 23^rd July 2025. The Company has received notice under Section 160 of the Companies Act, 2013 signifying intention to propose her 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).

Statement to the Notice of the ensuing Annual General Meeting as required under the Code of Corporate Governance.

Mr. Prem Khandelwal retired from the office of Chief Financial Officer & Company Secretary with effect from close of business hour of 7^th March 2025. The Board placed on record its appreciation of the valuable service rendered by him during his long tenure on the Board.

Mr. Saunak Gupta was appointed as the Chief Financial Officer with effect from 8^th March 2025 and Mr Smruti Ranjan Ray was appointed as the Company Secretary and Compliance Officer with effect from 8^th March 2025.

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 Rulesâ) 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 ("IEPFâ), constituted by the Central Government. The Company had, accordingly, transferred H 28,94,220 /- being the unpaid and unclaimed dividend amount pertaining to Dividend for FY 2016-17, to the IEPF authority.

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). Indmet Mining Pte Limited, Singapore the wholly owned subsidiary of the Company has been struck off from the Register of Accounting & Corporate Regulatory Authority, Singapore with effect from 20^th February 2025 as it could not start its operations. Utkal Coal Limited the wholly owned Subsidiary of the Company has been amalgamated with the Company effective from 28^th March 2025 pursuant to the order of Regional Director Eastern Region Kolkata, Ministry of Corporate Affairs dated February 28, 2025.

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 2024-2025 nor was

any complaint pending at the beginning or end of the financial year 2024-2025.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There is no change in the nature of business of the Company during the FY2025.

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.

Mar 31, 2024

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

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 2^nd 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. 10^th November, 2023.

Special Dividend

The Board of Directors in its meeting held on 29^th 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. 8^th 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 31^st 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 5^th 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 02^nd 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 21^st 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 29^th 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 15^th 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

Number of Meetings of the Board

The Board met five times in financial year 2023-24 viz. on 30^th May, 2023, 26^th July, 2023, 2^nd November, 2023, 30^th January, 2024 and 29^th 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 31^st 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;

(iv) that they have prepared the annual accounts of the Company for the financial year ended 31^st 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

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 05^th 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

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 57^th Annual General Meeting until the conclusion of the ensuing 62^nd 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 62^nd AGM till the conclusion of 67^th 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 62^nd 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 62^nd 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 8^th 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 31^st 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

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

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 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 31^st 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 22^nd March 2024 which was approved by Shareholders through Postal ballot on 9^th 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 25^th 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 26^th 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

Vigil Mechanisam/Whistle Blower Policy

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.

Internal Financial Control Systems and their Adequacy

Corporate Governance

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

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 25^th 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 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

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.

Mar 31, 2023

The Directors are pleased to present the 61^st Annual Report and the Audited Financial Statements of the Company for the financial year ended 31^st March 2023.

Financial Results

(Amount in Rs. Crore)
		FY 2022-23	FY 2021-22
1.	Revenue from operations	2,676.39	2,602.95
2.	Other Income	25.66	18.06
3.	Total Income	2,702.05	2,621.01
4.	Profit before finance cost, depreciation, taxation and exceptional items	514.48	828.83
5.	Finance Cost	68.42	61.55
6.	Depreciation	107.28	110.22
7.	Exceptional items	15.70	-
8.	Profit before Tax	323.08	657.06
9.	Tax including Deferred Tax	97.35	149.19
10.	Profit after Tax	225.73	507.87
11.	Other Comprehensive Income/(Expenses)	(0.29)	(1.33)
12.	Total Comprehensive Income/(Expenses) for the year	225.44	506.54
13.	Dividend paid	67.44	32.37
14.	Balance carried forward	1,804.90	1,646.90

Your Company''s revenue from operations during the year under review reached a new high of H 2,676.39 crore (previous year: H 2,602.95 crore) including highest ever foreign exchange earnings of H 2,522.67 crore (previous year: H 2,441.71 crore). However, EBITDA before exceptional items decreased to H 514.48 crore (previous year: H 828.83 crore) and profit after tax stood at H 225.73 crore (previous year: profit of H 507.87 crore) due to commodity prices cooling off while input costs remained high.

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 taken into account 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 27^th October 2022 had approved payment of interim dividend of H 5/- per Equity Share (@ 50%) on of 5,39,54,106 Equity Shares of the Company of face value of H 10/- each fully paid-up, out of the profits for FY 2022-23. Interim dividend was paid to the shareholders as per their entitlement as on the Record Date i.e 4^th November 2022.

Final Dividend

In view of the excellent performance during the year under review, your Directors are pleased to recommend a final dividend of H 5/-per equity share (@ 50 %) on 5,39,54,106 equity shares of face value of H 10/- each for the year ended 31^st March 2023, 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, will amount to total dividend of H 10/- per equity share for FY 2022-23.

State of Company''s Affairs Operations

The production of ferro chrome during the year under review was at 244,505 tonnes (previous year: 246,175 tonnes) while electricity generation stood at 1074 MUs including 6.14 MUs from solar (previous year: 1085 MUs including 5.80 MUs from solar) and chrome ore raising was 564,775 tonnes (previous year: 559,356 tonnes).

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

Utkal ''C'' Compensation

During the year under review, Company''s subsidiary viz Utkal Coal Limited has received the compensation of H 20.69 crore towards reimbursement of statutory expenses from Ministry of coal for its Utkal ''C'' coal block, consequent upon the issuance of its vesting order to the new allottee. Valuation of leasehold land is in progress, and balance compensation amount is expected shortly.

Annual Return

Number of Meetings of the Board

The Board met four times in financial year 2022-23 viz. on 24^th May, 2022, 26^th July, 2022, 27^th October, 2022 and 30^th January, 2023. The maximum interval between any two meetings did not exceed 120 days. The details of the composition of the Board and its Committees and of 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 31^st March 2023, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

(iv) that they have prepared the annual accounts of the Company for the financial year ended 31^st March 2023 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, 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 May 05, 2021 to Regulation 34(2)(f) of the Listing Regulations, the Company has prepared Business Responsibility and Sustainability Report (BRSR) for the year 2022-23 on Environment, Social and Governance (ESG) parameters in the prescribed format as Annexure -1 and forms integral part of the Annual Report.

Policy on Directors'' Appointment and Remuneration

During the year under review, no changes were made in the above policy. 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.pdf

Auditors and Auditors'' Report Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company at 57^th Annual General Meeting held on 17^thJuly, 2019 approved the appointment of M/s SCV & Co LLP, Chartered Accountants (Firm Registration No.000235N/ N500089) as the Statutory Auditors of the Company for an initial term of 5 years i.e. from the conclusion of 57^thAnnual General Meeting till the conclusion of 62^nd Annual General Meeting of the Company. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made in their audit report. The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

The Auditor''s in their report to the members, have stated one "Emphasis of matter" and the response of your Directors are as follows:

The "Emphasis of matter" Board''s Comment: paragraph which is part of ,

Independent Auditor''s Report ^{As the Company is hopeful} Â°f

is produced below: ^receMⁿg

amount, pending which no

"Note Nos. 43 and 44 to accounting adjustments

the Standalone Ind AS have been made in its books

Financial Statements of accounts.

relatinq to the Company''s

exposure in its subsidiary F '' ^pendmgf^the

and non-recognition of ^{determination of}

income from interest on c^ompe^nsa^{tion to b}e ^received

unsecured loan given to ^{the N}?^minated

the subsidiary, respectively A^uthority, ^the ?^ompany .

These matters have arisen ^hf ^recognition

out of the cancellation of ^{of mcom}Â® f^{rom interest} ^, allotment of the coal block ^unsecured torn ^{given to} UCL being held by the subsidiary T ^ ^d

vide the Hon''ble Supreme ^{be considere}f^{d as} ^^venue

Court of India''s order dated ^{ln the year of settlement of}

24th September 2014 ^compensation.

and subsequent events in connection therewith."

Secretarial Auditor

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

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

Cost Auditor

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, 2013. Pursuant to Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for the financial year 2021 was filed with the Ministry of Corporate Affairs on 16^th August 2022 vide SRN F22036495. The Company has maintained the cost records as specified under sub-section (1) of section 148 of the Companies Act, 2013.

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, 2013 are set out below:

Amount Outstanding as on March 31, 2023

(H crore)
Particulars	Amount
Loans Given	243.51
Guarantees Given	3.99
Investments Made	115.52

Loans, Guarantees given or Investments made during FY 2022-23 (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	0.16	Loan given	Operational needs
Utkal Coal Limited	Subsidiary	20.69	Loan repaid

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. The disclosure on related party transactions as per Ind AS-24 has been provided under Note of the standalone & consolidated financial statements.

Material Changes and Commitments Affecting the Financial Position of the Company

Energy Conservation, Etc.

The information required under section 134 of the Companies Act, 2013 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 and monitor various risks related to key business and strategic objectives and lead to the formulation of a mitigation plan. All identified risks are categorised based on a matrix of likelihood of occurrence and impact thereof and a mitigation plan is worked out to the extent possible. Major risks in particular 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 Corporate Social Responsibility 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 http://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, 2013 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 2022-23:

Name of the Director	Ratio	Name of the Director	Ratio
Mr Nalini Ranjan Mohanty	2:1	Mr Sudhir Prakash Mathur	2:1
Mr Baijayant Panda	180:1	Mr Bijoy Kumar Das	2:1
Mr Subhrakant Panda	192:1	Mrs Latha Ravindran	2:1
Mr Chitta Ranjan Ray	10.89:1	Mr Stefan Georg Amrein	0.06:1
(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/ decrease	Name of the Director/CFO&CS	% increase
Mr Baijayant Panda	(33.26)	Mr Bijoy Kumar Das	0.76
Mr Subhrakant Panda	(31.42)	Mrs Latha Ravindran	0.76
Mr Chitta Ranjan Ray	(14.22)	Mr Stefan Georg Amrein	50.00
Mr N R Mohanty	1.10	Mr Prem Khandelwal, CFO & CS	69.46
Mr Sudhir Prakash Mathur	0.42

(iii) the percentage increase in the median remuneration of employees in the financial year : 12.97

(iv) the number of permanent employees on the rolls of company : 2,128

Average percentile increase in the salaries of employees other than the managerial personnel : 52^nd

Percentile increase in the managerial remuneration : 0

(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 202223 or a monthly remuneration of rupees eight lakh and fifty thousand or more during financial year 2022-23 are provided in the Annexure-5 forming part of the Report.

Public Deposits

Whistle Blower Policy

Directors and Key Managerial Personnel

Mr Chitta Ranjan Ray (DIN: 00241059), Director, retires by rotation at the forthcoming Annual General Meeting of the Company and is eligible for re-appointment.

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 (" I EPF 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 4,52,630/-, being the unpaid and unclaimed dividend amount pertaining to FY 2014-15 to the IEPF authority.

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.

Internal Financial Control Systems and their Adequacy

Corporate Governance

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

Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

During the year under review, the Company have resolved one complaint which was received during the FY22 by taking appropriate action and details of complaints received/disposed during FY 2022-23 are provided in the Report on Corporate Governance.

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

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. Last, but certainly by no means least, your Directors would like to thank shareholders, customers, Central and State Government and the public at large for their continued support and confidence.

Mar 31, 2022

Your Directors are pleased to present the 50^th Annual Report on business and operations of Oriental Aromatics Limited ("the Companyâ) along with the Audited Financial Statements (Standalone and Consolidated) for the financial year (âFYâ) ended 31^stMarch, 2022 and the report of the Auditors thereon.

1. FINANCIAL HIGHLIGHTS:

The Financial performance of the Company for the year ended 31^st March, 2022 on a Standalone and Consolidated basis, is summarized below:

('' in lakh)
Particulars	Standalone		Consolidated
	2021-2022	2020-2021	2021-2022	2020-2021
Revenue from Operation	86879.19	70883.55	86879.19	70883.55
Other Income	437.69	175.69	440.85	165.41
Profit before exceptional items, depreciation and finance costs	9783.33	15731.14	9693.59	15672.80
Less : Depreciation and amortisation expense	1695.42	1745.93	1701.22	1745.93
Profit before finance costs	8087.91	13985.21	7992.37	13926.87
Less: Finance costs	410.30	240.08	404.50	231.05
Profit before exceptional items and tax expenses	7677.61	13745.13	7587.87	13695.82
Less: Exceptional Items	-	-	-	-
Profit before tax	7677.61	13745.13	7587.87	13695.82
Less : Tax expense	2272.05	3502.48	2257.64	3502.06
Profit for the year	5405.56	10242.65	5330.23	10193.76
Attributable to :
Equity shareholders of the Company	5405.56	10242.65	5330.23	10193.76
Other comprehensive income (''OCI'') Income/(Loss)	(32.67)	(35.58)	(32.67)	(35.58)
Total comprehensive income	5372.89	10207.07	5297.56	10158.17
Balance in retained earnings at the beginning of the year	49717.35	40316.17	49705.38	40353.09
Add: Profit for the year (attributable to equity shareholders of the Company)	5405.56	10242.65	5330.23	10193.76
Less: Transfer to Items other comprehensive income	0.14	-	0.13	-
Less: Dividends including tax on dividend	504.80	841.47	504.80	841.47
Balance in retained earnings at the end of the year	54617.97	49717.35	54530.67	49705.38

2. OPERATIONAL PERFORMANCE/STATE OF COMPANY''S AFFAIRS:

a. Standalone Performance:

During the year under review, the revenue from operations of your Company stood at S 86879 lakh as against IS 70883 lakh for the previous year, showing an increase of 22.57 %.

The Company earned a Profit after tax of S 5406 lakh as against S 10243 lakh for the previous year, thereby registering a decline of 47.23 %.

Due to decrease in the profit, the Earning per share (EPS) decreased from S 30.44 in the previous year to S 16.06 in the year under review.

The net worth of your Company increased to ? 55850 lakh at the end of the FY 2022 from ? 50982 lakh at the end of FY 2021, thereby registering a growth of 9.55%.

b. Consolidated Performance:

The consolidated total sales of your Company for the FY 2021-22, stood at ? 86879 lakh as against ? 70,883 lakh. For the previous year, thereby registering a growth of 22.6%.

The Company earned a Consolidated Profit after tax of ? 5330 lakh as against ? 10,194 lakh for the previous year, thereby registering a decline 47.71 %.

As a result of decrease in the consolidated profit, the Earning per share (EPS) also decreased from ? 30.29 in the previous year to ? 15.84 in the year under review.

The Consolidated net worth of your Company increased to ? 55757 lakh at the end of the FY 2021-22 from ? 50,964 lakh at the end of FY 2020-21 , thereby registering a growth of 9.41%.

Summarizing the operational performance for the financial year 2022 the company witnessed steady demand across all product categories - speciality aroma chemicals, flavours, fragrances and camphor. Our production volumes increased by 9% and our sales volume increased by 12% for the year. We are very happy to report that we crossed the pre pandemic levels of production volumes as well as sales volumes across all our plans. The Consolidated turnover stood at ? 86879 lakh as against ? 70,883 lakh thereby registering a growth of 22.57 %. The aforesaid increase in turnover was due to better sales realisation, higher volumes in speciality Aroma Chemicals and also operational efficiency brought through better and optimum utilization of resources and proper implementing of business policies, plans and strategies.

Our sales realization across all product categories except camphor improved on a year-on-year basis. Camphor is one product where the prices remained a little soft, but we are hopeful that we will be able to see increased demand and some increase in the prices during the festival season.

Due to the global inflation in raw materials, ongoing geopolitical conflict & supply chain challenges resulting from various lockdowns in China, the price of all input costs substantially increased which impacted the profitability for the year.

Your Company continues to focus on value maximization and bringing greater efficiency in overall business including economies of scale and cash flow management.

c. COVID-19:

The business impact of coronavirus pandemic COVID-19 is far-reaching and deeply felt in every industry. The pandemic has caused unprecedented organizational disruption. But it also has offered valuable lessons about the way we workâ and created significant opportunities. To meet the challenges posed by the pandemic, the Company reacted in agile and decisive way. As we move into the next phase, the Company ensures to seek out and seize the opportunities emerging in the recovery and to continue winning in their market places as greater certainty and stability return.

Your Company remains committed to the fight against the pandemic and is catering to the needs of "essential services" and it continues to take all necessary steps in protecting the interests of its customers, suppliers, employees and other stakeholders. During the year, the Company has commissioned a plant in Vadodara to manufacture Speciality Aroma Chemicals in November, 2021 and also commissioned the capacity expansion of Terpinol plant in Bareilly. All our capital investment programs in Baroda, Bareilly and Mahad are running within the prescribed timelines. However, they are facing moderate delays due to a combination of factors which include the COVID-19 impact challenges in the global supply chain, steel prices and the other current geo political situations.

We are sure that due to the Company''s focus on value maximization, supported by optimal use of its manufacturing facilities, its expansion plans and an efficient team, we would overcome any challenges that might come in our way of achieving our goals.

During the year amidst the pandemic, the Company and the Gateway School of Mumbai launched a vaccination drive for its employees, school children and their family members to ensure their safety and well being. The vaccination drive was arranged for four days in the month of June, July and September, 2021 which covered around 2497 number of people. Held across four days, the process was smoothly conducted with minimum waiting times and in utmost sanitized and safe conditions. The drive also extended free vaccination for the beneficiaries of Udayan Care, an NGO.

3. DIVIDEND:

Your Directors had based on Company''s performance, declared an Interim Dividend of ?1.5/- per share (30%) on the Paid up Equity shares of face value of ? 5/- each of the Company amounting to ? 5,04,80,364/- (Rupees five crore four lakh eighty thousand three hundred and sixty four only) for the FY 2021-22 to those members whose names appeared on the Register of Members of the Company on the 10^th December, 2021, being the Record date for payment of Interim Dividend.

Your Directors after considering various external and internal factors, have deemed it prudent not to recommend any final dividend on equity shares for the year ended 31^st March, 2022.

4. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to reserves for the FY ended 31^st March, 2022.

5. SHARE CAPITAL:

a. Authorized Capital

The Authorized share capital of the Company as on 31^st March 2022 stood at ? 35,00,00,000/- (Rupees Thirty Five Crore only) comprising of 7,00,00,000 Equity shares of ? 5/- each.

b. Paid Up Capital

The paid up Capital of the Company as on 31^st March 2022 stood at ? 16,82,67,880/- (Rupees Sixteen crore eighty-two lakh sixty-seven thousand eight hundred and eighty only) comprising of 33,653,576 shares of ? 5/- each.

6. DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

During the year under review your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. FINANCE AND ACCOUNTS:

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31^st March, 2022 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as âThe Actâ) read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended 31^st March 2022. The Notes to the Financial Statements adequately cover the standalone and consolidated Audited Statements and form an integral part of this Report.

8. SECRETARIAL STANDARDS:

Your Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directors'' and âGeneral Meetings'', respectively, have been duly followed by the Company.

9. BUSINESS RESPONSIBILITY REPORT:

A detailed report on the initiatives taken by the Company is provided in the business responsibility report, a copy of which is available on the Company''s website www.orientalaromatics.com. For Business Responsibility Report as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) , kindly refer Business Responsibility Report section which forms part of this Annual Report.

10. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which this report relates and the date of the report.

11. 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.

12. CONSOLIDATED FINANCIAL STATEMENTS :

As stipulated under the provisions of the Companies Act 2013 and SEBI Listing Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by Institute of Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statement together with Auditors'' Report forms part of the Annual Report.

13. PERFORMANCE HIGHLIGHTS OF SUBSIDIARIES:

a. PT Oriental Aromatics (Indonesia)

Your Company has only one overseas subsidiary namely PT Oriental Aromatics in Indonesia which is engaged in the business of flavors and fragrances. During the FY 2021-22, it recorded a total profit of ? 2.68 lakh due to reversal of provisions not required. It''s in the process of closing it''s operations. There are no associate companies within the meaning of section 2(6) of the Act.

Pursuant to the provisions of Section 129 (3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached as âAnnexure Aâ- to the Board''s Report.

b. Oriental Aromatics & Sons Limited

Oriental Aromatics & Sons Limited was incorporated as wholly owned subsidiary of Oriental Aromatics on 27^thDecember, 2019 which is engaged in the business of Speciality Aroma Chemicals, Flavors and Fragrances. During FY 2021-22, it recorded a total loss of ? 78 lakh. The Company has not yet commenced its operations.

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal control systems of the Company are commensurate with its size, scale and the nature of its operations.Internal control review assumes greater importance in the light of current economic downturn. Your Company has maintained a proper and adequate system of internal controls. Monitoring and assessment of internal controls across various functions is performed through continuous evaluations to ensure that the implemented internal control system is effective. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditor, corrective actions are undertaken in the respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There were no loans or guarantees given or securities provided by the Company except investments made in wholly owned subsidiary (WOS), Oriental Aromatics & Sons Limited, for which Section 186 of the Companies Act, 2013 is not applicable.

Further, the details of investments in WOS are given in Notes to the financial statements forming part of Annual Report.

16. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the FY 2021-22 were on arm''s length basis and in the ordinary course of business.

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations during the financial year under review were on arm''s length basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. Further, there are no material related party transactions during the year under review. Related party transactions have been disclosed under significant accounting policies and notes forming part of the Financial Statements in accordance with âIND ASâ.

As required under Regulation 23(1) of the SEBI Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions. The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website www.orientalaromatics.com and the weblink thereto is:

http://www.orientalaromatics.com/documents/corporate-governance/policies/policy-on-related-party-transactions.pdf

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. COMPOSITION:

The Board comprises of 8 (eight) directors, out of which 4(four) are independent directors.

b. RE-APPOINTMENT/APPOINTMENT:

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Satish Kumar Ray (DIN: 07904910), Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Satish Kumar Ray (DIN: 07904910), as Whole Time Director designated as Executive Director-Operations of the Company, shall be completing his tenure of five years on 15^th August, 2022. The Board of Directors at its meeting held on 10^th May, 2022 has recommended his re-appointment as Executive Director-Operations of the Company for a further period of five years with effect from 16^th August, 2022, to the members in the 50^th Annual General Meeting.

As required under the SEBI Listing Regulations, particulars of Director seeking appointment/re-appointment at the ensuing General Meeting has been given under Corporate Governance Report and in the Notice of the 50^th Annual General Meeting. The aforesaid Director is not disqualified from being appointed as Director, as specified in Section 164 of the Companies Act, 2013.

The proposal regarding the re-appointment of the aforesaid Director is placed for your approval. The Board of Directors recommends their re-appointment.

c. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of Company have given the declarations that they meet the criteria of Independence as prescribed pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI Listing Regulations, as amended from time to time and are independent of the management.

d. NUMBER OF MEETINGS OF THE BOARD:

During the year five (5) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. Detailed information on the meetings of the Board and Committees are included in the Corporate Governance Report, which forms part of this Annual Report.

e. FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has set Familiarization programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of which are available on the website of the Company www.orientalaromatics.com. The Weblink of the same is as below:

http://www.orientalaromatics.com/documents/corporate-governance/policies/familiarization-program.pdf

For details of the Familiarisation programme conducted, kindly refer Corporate Governance Report which forms part of this Annual Report.

f. BOARD EVALUATION:

In terms of the provisions of the Companies Act, 2013 and SEBI Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning like composition of the Board and its committees, culture, execution and performance of Specific duties, obligations and governance.

The Board carried out an annual performance evaluation of its own performance, individual directors as well as the working of the committees of the board. The performance evaluation of board and committees was carried out by the board after seeking all inputs from all the directors on the basis of criteria such as composition, structure, effectiveness and functioning of the Board and its respective committees.

The performance evaluation of the individual directors was carried out by the entire board excluding the director being evaluated.

In the separate meeting of independent directors, performance evaluation of the chairperson and the non-independent directors and Board as a whole was carried out taking into account views of executive and non-executive directors. The overall performance of Chairman, Executive directors, Non-executive directors, Board and Committees of the Board was found satisfactory.

g. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

During the FY 2021-22, there was no change in Directorate and KMPs.

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the Company:

Mr. Dharmil A. Bodani - Chairman and Managing Director

Mr. Shyamal A Bodani - Executive Director

Mr. Bhadreshkumar Pandya - Executive Director- Operations

Mr. Satish Kumar Ray - Executive Director- Operations

Mr. Parag K. Satoskar - Chief Executive Officer

Mr. Girish Khandelwal - Chief Financial Officer

Ms. Kiranpreet Gill -Company Secretary and Compliance Officer

Ms. Anita Satoskar- Chief Research & Development Officer (appointed pursuant to the provisions of Section 2(51) of the Act)

18. CORPORATE GOVERNANCE

A separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance, forms a part of this Annual Report, as per SEBI Listing Regulations.

19. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under the provisions of SEBI Listing Regulations forms part of this Annual Report.

20. DIRECTORâS RESPONSIBILITY STATEMENT:-

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors hereby state and confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed, and there have been no material departures.

b. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as at 31^st March, 2022 and of the Company''s profit for the year ended on that date.

c. 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. The annual financial statements have been prepared on a going concern basis.

e. That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

f. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. DISCLOSURES RELATED TO POLICIES:

a. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to Section 135 of the Companies Act, 2013 and the Rules made there under, the Board of Directors has constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Shyamal A. Bodani, Executive Director (DIN:00617950). The Company undertakes CSR activities in accordance with the CSR Policy. The Company has adopted a strategy for undertaking CSR activities either directly or through Keshavlal V. Bodani Education Foundation/ other implementing agencies, as deemed appropriate, and is committed to allocating at least 2% of average net profit of the last 3 years.

The Company has identified and adopted projects as per the activities included and amended from time to time in Schedule VII of the Companies Act, 2013. Accordingly, the Company focuses on areas towards promoting educational facilities for the students having learning disabilities by making contribution to Keshavlal V.Bodani Education Foundation.

During the FY 2021-22, in addition to making contribution to Keshavlal V.Bodani Education Foundation, your Company also made contribution to various other schools i.e. Kasturba Gandhi Balika Vidyalay in Bareilly, Dampara School in Vadodara, Zilla Parishad Shala Bohonoli in Ambernath towards promoting educational facilities for the students.

Your Company also spent towards promotion of health care, disaster management to combat COVID-19 through contribution to Nandesari Industries Association situated at Vadodara and to Global Hospitals - Super Speciality & Transplant Centre in Mumbai and Krishna Institute of Medical Science.

The Corporate Social Responsibility Policy is available on the website of the Company www.orientalaromatics.com and the web-link thereto is as below: http://www.orientalaromatics.com/documents/corporate-governance/policies/csr-policy.pdf

During the FY 2021-22, the Company has spent the amount of ^525 lakh towards the CSR initiatives. The disclosure relating to the amount spent and the details of the activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in âAnnexure-Bâ forming part of this report and the web-link thereto is as below:

https://www.orientalaromatics.com/corporate-announcements/CSRProiects2021-22.pdf

b. NOMINATION AND REMUNERATION POLICY:

In terms of the provisions of the Companies Act, 2013 and the SEBI Listing Regulations as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Committee and approved by the Board by Directors.

The objective of the Policy is:

i. to lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive/Non-Executive/Independent) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration

ii. to specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

iii. to recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

iv. to assist the Board in ensuring that the Board nomination process is in line with the diversity policy of the Board relating to gender, thought, experience, knowledge and perspectives.

The remuneration has been paid as per the Nomination and Remuneration Policy of the Company. The policy may be accessed on the website of the Company at www.orientalaromatics.com and weblink thereto is:

http^www.orientalaromatics.com/documents/corporate-governance/policies/NomNRemPol.pdf

c. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The objective of the Policy is to explain and encourage the directors and employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the company''s Code of Conduct or Ethics Policy.

The Vigil Mechanism may be accessed on the Company''s website at www.orientalaromatics.com at the link: http^www.orientalaromatics.com/documents/corporate-governance/policies/vigil-mechanism.pdf

d. MATERIAL SUBSIDIARY POLICY:

Pursuant to the provisions of Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Policy for determining Material Subsidiaries laying down the criteria for identifying material subsidiaries of the Company.

The Company does not have any Material subsidiary.

The Policy may be accessed on the website of the Company at the link:

http://www.orientalaromatics.com/documents/corporate-governance/policies/POLMatSubsidiary.pdf

e. RISK MANAGEMENT:

We believe that effectively monitoring and managing risks is the key to achieving the Company''s strategic objectives. The Company has a robust Business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance Company''s competitive advantage.

i. Risk Management Committee:

The Company has formed Risk Management Committee (RMC) to determine Key Risks, and to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company. The members may refer Corporate Governance report for composition and terms of reference of the Committee

ii. Risk Management Policy:

The Company has adopted Risk Management Policy in compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, 2015, which promotes a proactive approach in analysis, reporting and mitigation of key risks associated with the business in order to ensure a sustainable business growth. It provides the Risk Management framework which is designed to protect and add value to the organization and its stakeholders through supporting the organization''s objectives by improving decision making, planning and prioritization by comprehensive and structured understanding of business activity, volatility and project opportunity/threat

The Risk Management Framework adopted by OAL provides comprehensive view of risk management to address risks inherent to strategy, operations, finance and compliance and their resulting organizational impact. The Risk Management framework comprises of:

â¢ Risk management process; and

â¢ Risk management organization structure

The Risk management process adopted by OAL has been tailored in accordance with the business processes of the organization. Risk Management Committee periodically reviews the Risk management Policy of the Company so that the Management can control the risk through properly defined network. The responsibility for identification, assessment, management and reporting of risks and opportunities primarily rests with the business managers as they are best positioned to identify the opportunities and risks they face, evaluate these and manage them on a day to day basis. The Risk Management Committee provides oversight and reports to the Board of Directors. Broadly categorizing, the process consists of the following stages/steps:

- Establishing the Context

- Risk Assessment (identification, analysis & evaluation)

- Risk Treatment (mitigation plan)

- Monitoring, review and reporting

- Communication and consultation

The Risk management organization structure including the key roles and responsibilities is summarized as follows: Board of Directors:

The Board, through the Audit Committee oversees the establishment and implementation of an adequate system of risk management across the company.

Audit Committee:

- The Audit Committee reviews on Bi-Annually, the risk assessment & minimization procedures across the Company after review of the same by the Risk Management Committee.

- It assists the Board in independently assessing compliance with risk management practices.

Risk Management Committee:

- Risk Management Committee is chaired by Independent Director. The Committee seeks to identify the key business risks.

- It developes risk response processes and assesses adequacy of responses for the key risks identified through the risk management framework

- Ensures the implementation of risk mitigation plans

- Monitors the Key Risk Indicators (KRIs) of the Enterprise and Functional Level Key Risks.

- Prepares and Updates the Corporate Level Key Risk register and present half yearly reports to the Audit Committee/ Board.

Site Level Risk Management Committee:

The Committee sets the risk management procedures and coordinates with risk unit owners in reporting key risks to the Risk Management Committee.

Risk Unit Owners:

Risk unit owners in consultation with Officer in charge at a plant/unit assess the risk by determining its probability of occurrence and its impact with an objective of reporting key risks to the Site Level Risk Committee.

The Risk Unit owners are responsible for preparing and consolidating the report and the same is reviewed by the Site Level Risk Committee.

iii. Key Risks & Description:

- Financial Risks:

The Company is exposed to market risk (including foreign exchange risk, interest rate risk and other price risk), credit risk and liquidity risk.

- Operational Risks:

The Company is exposed to operational risks associated with operational uncertainties including supply chain disruptions, high energy costs risk, production risks including shortage of manpower, Logistics issues, quality assurance, Leakage, Spillage, Fire, Explosion etc .

- Cyber Risks:

Data Loss from cyber attacks (Hardware Failure/Data Corruption), Hacking/Data Leakage.

- Environment, Health & Safety Risks:

The Company is exposed to certain Environment, Health & Safety Risks which include climate change related risks, spread of diseases like COVID-19, uncertain hazardous incidents like leakage, spillage, fire, explosion, and toxic release from tank due to improper handling and storage of flammable material, amongst others.

Your Company aims to reduce carbon emissions and is continuously taking steps to preserve the nature. It also ensures that health & safety measures are in place to ensure containment of harmful diseases and hazardous activities.

- Regulatory & Policy risk:

The Company is exposed to change in government policies and regulatory framework of the industry in which the Company operates. Macroeconomic and business conditions also impacts the Company''s operations at large

The Company''s risk management strategies focus on the un-predictability of these elements and seek to minimise the potential adverse effects of these risks on its operational & financial performance The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The risk-related information outlined above in this section is not exhaustive.

f. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved and adopted a Dividend Distribution Policy which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders. The Policy is available on the Company''s website www.orientalaromatics.com at https://www.orientalaromatics.com/documents/corporate-governance/policies/DivDistPolicy.pdf

g. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Act'') and Rules made thereunder, the Company has formed Internal Committees (âIC'') at all its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed policy for prevention of sexual harassment which ensures a free and fair enquiry process. While maintaining the highest governance norms, the Company has appointed external committee member who has prior experience in the areas of women empowerment and prevention of sexual harassment.

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. To build awareness in this area, the Company conducted awareness session for all the employees.

22. AUDITORS AND AUDITORS REPORTS:

a. STATUTORY AUDITORS:

At the Company''s 46^th Annual General Meeting held on 24^th September, 2018, M/s Bagaria & Co LLP (Reg. No. 113447W/W-100019), Chartered Accountants were appointed as statutory Auditors of the Company for a period of 5 years till the conclusion of 51^st Annual General Meeting.

The Auditors Report to the shareholders for the year under review does not contain any qualification, reservation, disclaimers or adverse remarks.

b. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Shreyans Jain & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the FY 2021-22. The Report of the Secretarial Audit carried out is annexed herewith as âAnnexure C".

The Secretarial Audit report, as issued by the auditors in Form MR-3 does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board has on the recommendation of the Audit Committee re-appointed M/s. Shreyans Jain & Co., Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the FY 2022-2023.

c. COST AUDITOR:

Pursuant to the provisions of Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, the Board had appointed M/s V. J. Talati & Co, Cost Accountants as cost auditors to conduct the audit of Cost accounting records for the FY 2021-22

The Cost Audit report for the FY 2020-21 was filed with Ministry of Corporate Affairs on 06^th August, 2021.

The Board has on the recommendation of the Audit Committee, re-appointed M/s V. J. Talati & Co., Cost Accountants to conduct the audit of the cost accounting records of the Company for FY 2022-23 at a remuneration of ? 1,45,000/-plus Service Tax & re-imbursement of out-of- pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification.

23. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.

24. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, your Company has transferred a sum of ? 5,27,453/- (Rupees Five Lakh Twenty-Seven Thousand Four Hundred and Fifty-three only) to Investor Education and Protection Fund, in compliance with the provisions of Section 125 of the Companies Act, 2013. The said amount represents dividend for the FY 2013-14 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.

As per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (âIEPF Rules''), the Company has uploaded the information in respect of the unclaimed dividends as on 31.03.2021 on the website of the Company at www.orientalaromatics.com and the weblink is:

https://www.orientalaromatics.com/investorrelations.php

Pursuant to the provisions of Section 124 of the Act read with the IEPF Rules, all the shares on which dividends remain unpaid or unclaimed for a period of seven consecutive years or more shall be transferred to the demat account of the IEPF Authority as notified by the Ministry of Corporate Affairs. Accordingly, the Company has transferred 2428 Equity Shares of face value ? 5 per share to the demat account of the IEPF Authority during FY 2021-22.

The Company had sent individual notice to all the Members whose shares were due to be transferred to the IEPF Authority and had also published newspaper advertisements in this regard. The details of such shares transferred to IEPF are uploaded on the website of the Company at https://www.orientalaromatics.com/investorrelations.php

The Company has appointed a Nodal Officer and Deputy Nodal Officer under the provisions of IEPF, the details of which are available on the Company''s website at https://www.orientalaromatics.com/investorrelations.php

25. INSURANCE:

The Company''s buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

26. ENVIRONMENTAL COMPLIANCE AND SAFETY:

Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacturing process to maximize recovery, conserve water and to minimize effluents and emissions. The Company has policies in place with regards to the Sustainable Environment, Energy consumption, local pollution and biodiversity. As required by the local authorities the Company submits necessary analytical reports. Environment Audit is conducted on regular basis and reports are submitted to the concerned authorities.

Your Company has a compliance certification of Environmental Management Systems (EMS) ISO 14001:2015 which helps an organization to achieve the intended outcomes of its environmental management system, enhancement of environmental performance, achievement of environmental objectives, fulfillment of compliance obligations.

27. LISTING OF SECURITIES:

The Equity Shares of the Company are listed at BSE Limited (BSE) and NSE. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As on 31^st March 2022, total 3,25,93,972 shares representing 96.85% of Companies Equity Share Capital have been dematerialized. The Company has paid Annual Listing fees for the FY 2022-23 to the stock exchanges where it is listed.

28. INDUSTRIAL RELATIONS:

The relations with the employees of the Company remained peaceful and cordial during the year under review.

29. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^stMarch, 2022 is available on the Company''s website at the link the Company''s website at the link https://www.orientalaromatics.com/documents/inspection-documents/AR2021-22.pdf

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required by the Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in the âAnnexure- Dâ to this report.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as âAnnexure-Eâ.

32. GREEN INITIATIVE:

Your Company has considered and adopted the initiative of going green minimizing the impact on the environment. To support the company''s âGreen Initiative'', members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with our Registrar and Share Transfer Agent- M/s Link intime India Private Limited (RTA) in case the shares are held by them in physical form.

33. ACKNOWLEDGEMENT:

Your Directors wish to express their sincere appreciation and are thankful to the Company''s customers, vendors, and investors for their continuous confidence and patronage. The Director''s also thank the financial institutions, business associates, regulatory and governmental authorities for their co-operation, support and guidance.

The Directors appreciate and value the unflinching support and the contribution made by every employee of the Company including all the workmen at the manufacturing plants in these challenging times.

For and on behalf of the Board of Directors

Dharmil A. Bodani Shyamal A. Bodani

Chairman and Managing Director Executive Director

DIN: 00618333 DIN: 00617950

Place: Mumbai Dated: 10^th May, 2022

Mar 31, 2019

Directorsâ Report

The Directors are pleased to present the 57th Annual Report and the Audited Financial Statements of the Company for the financial year ended 31st March, 2019.

Financial Results

Amount in Rs, crores

FY 2018-19 FY 2017-18
1 Revenue from operations	1,633.78	1,769.26
2 Other Income	14.51	27.66
3 Total Revenue	1,648.29	1,796.92
4 Profit before finance cost, depreciation, taxation, prior period income and exceptional items	284.58	461.03
5 Finance Cost	80.50	78.23
6 Depreciation	98.16	100.80
7 Exceptional items	75.97	-
8 Profit before Tax	29.95	282.00
9 Tax including Deferred Tax	18.91	95.38
10 Profit after Tax	11.04	186.62
11 Other Comprehensive Income/ (Expenses)	(2.05)	(2.35)
12 Total Comprehensive Income/ (Expenses) for the year	8.99	184.27
13 Dividend (including Tax on Dividend)	48.37	23.14
14 Balance carried forward	1,129.67	1,169.05

Your Companyâs revenue from operations during the year decreased to Rs,1,633.78 crores (previous year: Rs,1,769.26 crores) including foreign exchange earnings of Rs,1,470.02 crores (previous year: Rs,1,506.87 crores); EBITDA before exceptional items decreased to Rs,284.58 crores (previous year: Rs,461.03 crores) and profit after tax stood at Rs,11.04 crores (previous year: profit of Rs,186.62 crores) mainly on account of lower production, higher input costs and impairment of investment in Indonesia & related arbitration expenses which are exceptional in nature.

Dividend

Your Directors are pleased to recommend a dividend of Rs,5/- per equity share (@ 50%) of face value of Rs,10/- each for the year ended 31st March, 2019, subject to approval of shareholders at the forthcoming Annual General Meeting of the Company.

State of Companyâs Affairs Ferro Alloys

During the year under review, manufacturing operations at the Therubali Unit in Dist. Rayagada, Odisha was disrupted from 23rd April - 10th May 2018 and again from 27th June -29th June 2018 because of an agitation by a group of people without any ostensible link to the Company. This led to shell puncture of one furnace at Therubali (TCP-3) which remained out of operation for 118 days.

As a result, the production of ferro chrome during the year under review was lower at 216,046 tonnes (previous year: 234,443 tonnes).

Electricity

During the year under review, your Company generated 914.60 MUâs of electricity including 4.92 MU from Solar Power (previous year: 946.05 MUâs including 3.32 MUâs from Solar Power) in accordance with captive requirement.

The Companyâs second major initiative in renewable energy is now a reality with the 1.5 MWp solar power facility at Therubali being successfully commissioned in December 2018 taking the total solar power capacity to 4.5 MWp.

Mining

Chrome ore production stood at 518,615 tonnes as compared to 550,670 tonnes during the previous year.

It is pertinent to note here that your Company has consistently followed in letter and spirit the practice of value addition with ore raised from its mines being used only for captive consumption thus maximizing contribution to the exchequer and generating employment.

Scheme of Amalgamation

During the year under review, Honâble National Company Law Tribunal, Cuttack Bench passed an order on 26th March, 2019, approving the scheme of amalgamation amongst Indian Metals & Carbide Limited (IMCL), B Panda & Company Private Limited (BPCO) and Indian Metals & Ferro Alloys Limited (the Company) and their respective shareholders and creditors (ââSchemeâ) under Sections 230 to 232 of the Companies Act, 2013 read with the relevant rules and has become effective on 30th April, 2019 consequent upon filing of a certified copy of the Order with the Registrar of Companies, Cuttack by IMCL, BPCO and the Company.

Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013, the Company has placed a copy of Annual Return of the Company on its website at http://www.imfa.in/pdfs/Annual-Return-2017-18.pdf

Number of Meetings of the Board

The Board met five times in financial year 2018-19 viz. on 21st May, 2018, 17th July, 2018, 23rd October, 2018,

3rd January, 2019 and 12th February 2019. The maximum interval between any two meetings did not exceed 120 days. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report.

Directorsâ Responsibility Statement

Pursuant to provisions under 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, 2019, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

(iv) that they have prepared the annual accounts of the Company for the financial year ended 31st March, 2019 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

Policy on Directorsâ Appointment and Remuneration

The Company has in place 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, no changes were made in the above policy. 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 : http://www.imfa.in/pdfs/Nomination-Remuneration-Policy.pdf

Auditors and Auditorsâ Report Statutory Auditors

M/s Haribhakti & Co LLP, Chartered Accountants, (Firm Registration No. 103523W/W100048) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing 57th Annual General Meeting (AGM). Based on the recommendation of the Audit Committee, the Board of Directors have recommended to the shareholders the appointment of M/s SCV & Co LLP, Chartered Accountants, (Firm Registration

No.000235N/N500089) as Auditors of the Company with effect from conclusion of ensuing 57th AGM till conclusion of 62nd AGM in place of M/s Haribhakti & Co LLP, the retiring Auditors. M/s SCV & Co LLP, Chartered Accountants have given their consent to act as Auditors and also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013.

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

Secretarial Auditor

The Company has appointed M/s Sunita Mohanty & Associates, Company Secretaries to conduct secretarial audit and their Report is appended to this Report as Annexure-1

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

Cost Auditor

Pursuant to section 148 of the Companies Act 2013, 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 2019-20 and has recommended their remuneration to the Shareholders for their ratification at the ensuing Annual General Meeting. M/s S.

S. Sonthalia & Co. 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, 2013.

Pursuant to Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for the financial year 2018 was filed with the Ministry of Corporate Affairs on 14th August, 2018.

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, 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 armâs length basis and there are no material contracts/arrangements/transactions which are at armâs 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

Energy Conservation, Etc.

The information required under section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in Annexure-2 hereto forming part of this report.

Risk Management Policy

The Company has a Risk Management framework in place which is designed to identify, assess and monitor various risks related to key business and strategic objectives and lead to the formulation of a mitigation plan. All identified risks are categorized based on a matrix of likelihood of occurrence and impact thereof and a mitigation plan is worked out to the extent possible. Major risks in particular are monitored regularly at meetings of the Executive Risk Committee and the Board of Directors of the Company is kept abreast of such issues.

Corporate Social Responsibility (CSR)

The CSR Policy of the Company is hosted on the Companyâs website at http://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, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the ratio of remuneration of each director to the median employeeâs 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:

Name of the Director	Ratio Name of the Director		Ratio
Mr Baijayant Panda	44	1 General Shankar Roychowdhury(Retd)	0.82:1
Mr Subhrakant Panda	52	1 Major R N Misra (Retd)	0.94:1
Mr J K Misra	25	1 Mr S P Mathur	0.93:1
Mr C R Ray	15	1 Mr S Nautiyal **	0.78:1
Mrs Paramita Mahapatra	4 _.2 ₀.	1 Mr Bijoy Kumar Das	0.89:1
Mr D Bandyopadhyay*	8 .7 0	1 Mr Stefan Georg Amrein	0.71:1
Mr N R Mohanty	0.95:1

*Ceased to be a Director w.e.f 26th July, 2018 **Ceased to be a Director w.e.f 1st December, 2018

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	% increase
Mr Baijayant Panda	(66.84) General Shankar Roychowdhury (Retd)	(72.25)
Mr Subhrakant Panda	(62.38) Major R N Misra (Retd)	(69.66)
Mr J K Misra	8.60 Mr S P Mathur	(70.11)
Mr C R Ray	0.86 Mr S Nautiyal**	(73.92)
Mrs Paramita Mahapatra	(15.38) Mr Stefan Georg Amrein	50.00
Mr D Bandyopadhyay*	(73.73) Mr Bijoy Kumar Das	(70.48)
Mr N R Mohanty	(69.63) Mr Prem Khandelwal, CFO & CS	0.93

*Ceased to be a Director w.e.f 26th July, 2018 **Ceased to be a Director w.e.f 1st December, 2018

iii) the percentage increase in the median remuneration of employees in the financial year: 9.27

iv) the number of permanent employees on the rolls of company:2228

Average percentile increase in the salaries of employees other than the managerial personnel : 47th Percentile increase in the managerial remuneration : NIL

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

The information on top ten employees who were in receipt of remuneration of not less than ''102,00,000/- (Rupees One Crore and Two Lakhs only) during the financial year or ''850,000/-(Rupees Eight Lakh Fifty Thousand only) per month during any part of the said year 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 the Annexure forming part of the Report. In terms of proviso to Section 136(1) of the Act, the Report 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

Whistle Blower Policy

Directors and Key Managerial Personnel

Mr Debabrata Bandyopadhya (DIN:00144440) ceased to be a Director of the Company with effect from 26th July, 2018 consequent upon completion of his term and Mr Santosh Nautiyal (DIN: 01127740) ceased to be a Director of the Company w.e.f 1st December, 2018 consequent to resignation due to personal reasons.

Disclosure with Respect to Unclaimed Suspense Account

Pursuant to Listing Regulations details in respect of the shares lying in the Indian Metals & Ferro Alloys Limited - Unclaimed Suspense Account (Promoter group & Non-promoter group) till 31st March, 2019 are as under:

Sl.No.	Description	No of shareholders	No. of shares
(i)	Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying as on 1st April, 2018	0*	0*
(ii)	Number of shareholders who approached the Company for transfer of shares from unclaimed suspense account during the year 2018-19	0*
(iii)	Number of shareholders to whom shares were transferred from unclaimed suspense account during the year 2018-2019	0*	0*
(iv)	Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying as on 31st March, 2019	0*	0*

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

The Board placed on record its appreciation for the valuable services rendered by Mr D Bandyopadhyay and Mr Santosh Nautiyal. Mr Baijayant Panda (DIN:00297862), Mr Subhrakant Panda (DIN: 00171845) and Mr Jayant Kumar Misra (DIN: 00146526) were re-appointed as Vice Chairman, Managing Director and Director (Corporate) & COO respectively for a further period of three years with effect from 28th October, 2018. Further, Mr C R Ray (DIN: 00241059) was re-appointed as Wholetime Director for a further period of 3 years with effect from 31st January, 2019. Their terms of appointment were approved by the members on 3rd December, 2018 through e-voting/postal ballot.

In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr S P Mathur (DIN: 00173775)) and General Shankar Roy Chowdhury (DIN:01921688) were re-appointed as Independent director for second term of five years and two years respectively with effect from 1st April, 2019. Their terms of appointment were approved by the members on 27th March, 2019 through e-voting/postal ballot. Further as required under Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the continuation of Major R N Misra (DIN :00146138) and Mr N R Mohanty (DIN:00237732) as Independent Directors till the expiry of their existing term were approved by the members on 27th March, 2019 through e-voting/postal ballot.

Mr Chitta Ranjan Ray (DIN 00241059), Whole-time Director and Mrs Paramita Mahapatra (DIN: 00143058), Director retire by rotation at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment.

Internal Financial Control Systems and their Adequacy

The Company has a comprehensive system of internal controls that enables efficient operations, optimal resource utilization and compliance with all applicable laws and regulations. Each of these internal controls strengthens the Company and protects loss or unauthorized use of assets by providing adequate checks and balances. The Company authorizes, 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

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

A report 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-4.

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 and during the year, the Company has not received any complaints of sexual harassment.

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.

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) respectively relating to Meetings of the Board and its Committees which have mandatory application.

Industrial Relations

During the year under review, industrial relations at the Companyâs 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. Last but certainly by no means least, your Directors would like to thank shareholders, customers, Government and the public at large for their continued support and confidence.

For and on behalf of the Board

Place: Bhubaneswar (Subhrakant Panda) (Chitta Ranjan Ray)

Date : 18th May, 2019 Managing Director Whole-time Director

DIN: 00171845 DIN: 00241059

Mar 31, 2018

The Directors are pleased to present the 56th Annual Report and the Audited Financial Statements of the Company for the financial year ended 31st March 2018.

Financial Results

Amount in Rs, crores

FY18 FY17
1 Revenue from operations	1769.26	1697.04
2 Other Income	37.33	49.35
3 Total Revenue	1806.59	1746.39
4 Profit before finance cost, depreciation, taxation, prior period income and exceptional items	461.39	564.68
5 Finance Cost	78.23	86.33
6 Depreciation	100.80	108.69
7 Profit before Tax	282.36	369.66
8 Tax including Deferred Tax	95.43	119.83
9 Profit after Tax	186.93	249.83
10 Other Comprehensive Income/ (Expenses)	(2.35)	0.17
11 Total Comprehensive Income/ (Expenses) for the year	184.58	250.00
12 Dividend (including Tax on Dividend)	32.19	32.19
13 Balance carried forward	1168.61	1016.22

Your Companyâs revenue from operations reached a new high of Rs,1,769.26 crores (previous year: Rs,1,697.04 crores) including highest ever foreign exchange earnings of Rs,1,506.87 crores (previous year: Rs,1,447.37 crores). However, EBITDA before exceptional items decreased to Rs,461.39 crores (previous year: Rs,564.68 crores) and profit after tax stood at Rs,186.93 crores (previous year: profit of Rs,249.83 crores) mainly on account of increase in raw material cost.

Interim Dividend

The Board of Directors in its meeting held on 21st March 2018 had approved payment of interim dividend of Rs,5/- per Equity Share (@ 50%) on 2,69,77,053 Equity Shares of the Company of face value of Rs,10/- each fully paid-up, out of the profits for FY 2017-18. Interim dividend was paid to the shareholders as per their shareholding in the Company as on 3rd April 2018 (Record Date).

Final Dividend

In view of the excellent performance during the year under review, in addition to interim dividend, your Directors are pleased to recommend a final dividend of Rs,10/- per equity share (@ 100%) of face value of Rs,10/- each for the year ended 31st March 2018, 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, will amount to total dividend of Rs,15/- per equity share for FY 2017-18.

State of Companyâs Affairs Ferro Alloys

The production of ferro chrome during the year under review was 234,443 tonnes (previous year: 235,460 tonnes).

Electricity

During the year under review your Company generated 946.05 MUâs of electricity including 3.32 MUâs from Solar Power (previous year: 1036.88 MUâs) in accordance with captive requirement.

The Companyâs first major initiative in renewable energy is now a reality with the 3 MW solar power facility at Therubali being successfully commissioned in June 2017. Work on another 1.5 MW at the same location has already commenced and the Company is also exploring greenfield sites. Given its leading position in the Indian ferro chrome industry and being globally recognised, the Company is conscious of its responsibility towards sustainability and accords highest priority to health, safety and environment.

Mining

During the year under review, the State Pollution Control Board (SPCB) had issued notice pointing out certain non-compliances at Sukinda & Mahagiri Mines and subsequently âConsent to Operateâ (CTO) for both the mines had been withdrawn vide letter dated 10th April, 2017. The Company has addressed all the issues pointed out by SPCB and CTO has been reinstated vide letter dated 22nd June, 2017. The additional pollution control measures including system for mechanised wheel washing of lorries, improved storm water management, etc have set a new benchmark for the Sukinda chromite zone.

Despite the above interruption, chrome ore production was highest ever at 550,670 tonnes as compared to 545,111 tonnes during the previous year.

It is pertinent to note here that your Company has consistently followed in letter and spirit the practice of value addition with ore raised from its mines used only for captive consumption thus maximising contribution to the exchequer.

Scheme of Amalgamation

During the year under review, the Board of Directors of the Company at its meeting held on 28th September 2017 approved a Scheme of Amalgamation in terms of Sections 230-232 of Companies Act, 2013 involving amalgamation of Indian Metals & Carbide Limited and B Panda and Company Private Limited with Indian Metals & Ferro Alloys Limited. The said scheme is conditional upon approval of the respective shareholders & creditors, concerned National Company Law Tribunal and other regulatory and statutory approvals as applicable.

Extract of the Annual Return

An extract of annual return for the financial year ended on 31st March 2018 in Form MGT-9 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached as Annexure-1.

Number of Meetings of the Board

The Board met six times in FY 2017-18 viz. on 18th May 2017, 17th July 2017, 28th September 2017, 24th October 2017, 29th January 2018 and 21st March 2018. The maximum interval between any two meetings did not exceed 120 days. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report.

Directorsâ Responsibility Statement

Pursuant to provisions under 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 2018, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

(iv) that they have prepared the annual accounts of the Company for the financial year ended 31st March 2018 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

Policy on Directorsâ Appointment and Remuneration

The Companyâs Policy on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is attached as Annexure-2 to this Report.

Auditors and Auditorsâ Report Statutory Auditors

M/s Haribhakti & Co.LLP., Chartered Accountants, (Firm Registration No.103523W/W100048) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 57th Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Haribhakti & Co. LLP., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders.

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

Secretarial Auditor

The Company has appointed M/s Sunita Mohanty & Associates, Company Secretaries to conduct secretarial audit and their Report is appended to this Report as Annexure-3.

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

Particulars of Loans, Guarantees or Investments Under Section 186

Particulars of Contracts or Arrangements with Related Parties

There are no contracts/arrangements/transactions which are not at armâs length basis and there are no material contracts/ arrangements/transactions which are at armâs length basis.

Material Changes and Commitments Affecting the Financial Position of the Company

Energy Conservation, Etc.

The information required under section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in Annexure-4 hereto forming part of this report.

Risk Management Policy

The Company has a Risk Management framework in place which is designed to identify, assess and monitor various risks related to key business and strategic objectives and lead to the formulation of a mitigation plan. All identified risks are categorised based on a matrix of likelihood of occurrence and impact thereof and a mitigation plan is worked out to the extent possible. Major risks in particular are monitored regularly at meetings of the Executive Risk Committee and the Board of Directors of the Company is kept abreast of such issues.

Corporate Social Responsibility (CSR)

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, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the ratio of remuneration of each director to the median employeeâs 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:

Name of the Director	Ratio	Name of the Director	Ratio
Dr B Panda*	143:01	Major R N Misra(Retd)	3:1
Mr Baijayant Panda	142:1	Mr S P Mathur	3:1
Mr Subhrakant Panda	149:1	Mr S Nautiyal	3:1
Mr J K Misra	25:1	Mr Stefan Georg Amrein	0.05:1
Mr C R Ray	16:1	Mr Bijoy Kumar Das	3:1
Mrs Paramita Mahapatra	0.3:1
Mr D Bandyopadhyay	3:1
Mr N R Mohanty	3:1
General Shankar Roychowdhury (Retd)	3:1

"Ceased to be a Director w.e.f 17^th July,2017

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
Dr B Panda*	(19.46)	Mr S P Mathur	113.33
Mr Baijayant Panda	(21)	Mr S Nautiyal	113.95
Mr Subhrakant Panda	(20)	Mr Stefan Georg Amrein	0
Mr J K Misra	(8.64)	Mr Bijoy Kumar Das	107.41
Mr C R Ray	(4.53)	Mr Prem Khandelwal, CFO & CS	42.47
Mrs Paramita Mahapatra	30
Mr D Bandyopadhyay	107.52
Mr N R Mohanty	113.23
General Shankar Roychowdhury (Retd)	112.39
Major R N Misra (Retd)	107.92

''Ceased to be a Director w.e.f 17^th July,2017

iii) the percentage increase in the median remuneration of employees in the financial year: 8.39

iv) the number of permanent employees on the rolls of company: 2404

Average percentile increase in the salaries of

employees other than the managerial personnel : 56^th Percentile increase in the managerial remuneration : 42^nd

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

The information on employees who were in receipt of remuneration of not less than Rupees One Crore and Two Lakh during the financial year or Rupees Eight Lakh Fifty Thousand per month during any part of the said year 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 the Annexure forming part of the Report. In terms of proviso to Section 136(1) of the Act, the Report 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

Whistle Blower Policy

Directors and Key Managerial Personnel

Dr Bansidhar Panda expressed his desire to step down as a Director and consequently from the post of Executive Chairman with effect from the conclusion of 55th Annual General Meeting of the Company held on 17th July 2017 and, thereafter, was designated as Founder & Chairman Emeritus and to act as an Advisor to the Company.

Mr Baijayant Panda, Vice Chairman and Mr Stefan Georg Amrein, Director retire by rotation at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment.

Disclosure with Respect to Unclaimed Suspense Account

Sl.No.	Description	No of shareholders	No. of shares
(i)	Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying as on 1st April, 2017	7009	108933
(ii)	Number of shareholders who approached the Company for transfer of shares from unclaimed suspense account during the year 2017-18	24	196
(iii)	Number of shareholders to whom shares were transferred from unclaimed suspense account during the year 2017-2018	24	196
(iv)	Aggregate number of shareholders and the outstanding shares in the unclaimed suspense	6985*	108737*
	account lying as on 31st March 2018	Nil*	Nil*

Internal Financial Control Systems and Their Adequacy

Corporate Governance

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

A report 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.

Industrial Relations

During the year under review, industrial relations at the Companyâs 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. Last but certainly by no means least, your Directors would like to thank shareholders, customers, Government and the public at large for their continued support and confidence.

For and on behalf of the Board

Place: Bhubaneswar (Subhrakant Panda) (Jayant Kumar Misra)

Date : 21^st May 2018 Managing Director Director(Corporate) & COO

DIN:00171845 DIN:00146526

Mar 31, 2017

The Directors hereby present the 55th Annual Report together with Audited Financial Statements of the Company for the financial year ended 31st March, 2017.

FINANCIAL RESULTS

Amount in Rs. Crore

		FY 2016-17	FY 2015-16
1	Revenue from operations	1,697.04	1,226.53
2	Other Income	49.35	16.48
3	Total Revenue	1,746.39	1,243.01
4	Profit before finance cost, depreciation, taxation, prior period income and exceptional items	564.68	139.50
5	Finance Cost	86.33	83.61
6	Depreciation	108.69	114.05
7	Profit/(Loss) before Tax	369.66	(75.31)
8	Tax including Deferred Tax	119.83	(30.58)
9	Profit/(Loss) after Tax	249.83	(44.73)
10	Other Comprehensive Income/(Expenses)	0.17	(1.35)
11	Total Comprehensive Income /(Expenses) for the year	250.00	(46.08)

During the year under review, market conditions were extremely poor to begin with but improved dramatically in the second half with ferro chrome prices more than doubling resulting in a 38.36% increase in gross sales to a record Rs. 1,697.04 Crore (previous year: Rs.1,226.53 Crore) including highest ever foreign exchange earnings of Rs.1,447.37 Crore (previous year: Rs.1,057.15 Crore). Similarly, EBIDTA before exceptional items surged by nearly 305% to Rs.564.68 Crore (previous year: Rs.139.50 Crore) and profit after tax stood at Rs.249.83 Crore (previous year: Loss of Rs.44.73 Crore).

INTERIM DIVIDEND

The Board of Directors in its meeting held on 7th February, 2017 had approved payment of interim dividend of Rs.10/- per Equity Share (@ 100%) on 2,69,77,053 Equity Shares of the Company of face value of Rs. 10/- each fully paid-up, out of the profits for FY 2016-17. Interim dividend was paid to the shareholders as per their shareholding in the Company as on 15th February, 2017 (Record Date).

FINAL DIVIDEND

In view of the excellent performance during the year under review, in addition to interim dividend, your Directors are pleased to recommend a final dividend of Rs. 10/- per equity share of face value of Rs. 10 each for the year ended 31st March, 2017, 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, will amount to total dividend of Rs. 20/- per equity share for FY 2016-17.

CHANGE IN CAPITAL STRUCTURE

During the year under review, the Company made preferential issue of 10,00,000 Warrants converted into equivalent number of equity shares of Rs. 10 each to Promoter group entity at Rs. 165/- each (including premium of Rs. 155/- each) as per the SEBI (ICDR) Regulations and other applicable provisions of the Companies Act, 2013.

The entire issue proceeds were utilized for working capital requirements and other general corporate purpose. Consequent upon preferential issue of equity shares, the paid up share capital of the Company has been increased from Rs. 25,97,70,530/-(2,59,77,053 equity shares of Rs. 10/- each) to Rs. 26,97,70,530 (2,69,77,053 equity shares of Rs. 10/- each).

STATE OF COMPANYâS AFFAIRS

Ferro Alloys

The production of ferro chrome during the year under review increased by 24.68% to 235,460 tonnes (previous year: 188,849 tonnes) which is the highest ever recorded. This was due to better operating parameters and furnace availability throughout the year.

Electricity

During the year under review your Company generated 1036.88 MU''s of electricity (previous year: 857.99 MU''s) in accordance with higher captive requirement. Electricity generation too is the highest ever in the history of the Company, crossing 1000 MU''s for the first time.

Mining

Chrome Ore production during the year under review was also highest ever at 545,111 tonnes as compared to 359,468 tonnes during the previous year.

It is pertinent to note here that your Company has consistently followed in letter and spirit the practice of value addition and limited ore raising from its captive mines to that required for captive consumption thus maximizing contribution to the exchequer.

EXTRACT OF THE ANNUAL RETURN

An extract of annual return for the financial year ended on 31st March, 2017 in Form MGT-9 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached as Annexure-1.

NUMBER OF MEETINGS OF THE BOARD

The Board met five times in FY 2016-17 viz. on 17th May, 2016, 24th June, 2016, 26th July, 2016, 24th October, 2016 and 7th February, 2017. The maximum interval between any two meetings did not exceed 120 days. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to provisions under 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, 2017, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

(iv) that they have prepared the annual accounts of the Company for the financial year ended 31st March, 2017 on a going concern basis;

(v) 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

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Company''s Policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is attached as Annexure-2 to this Report.

AUDITORS AND AUDITORSâ REPORT

Statutory Auditors

M/s Haribhakti & Co.LLP., Chartered Accountants, (Firm Registration No.103523W) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 57th Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Haribhakti & Co.LLP., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders.

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

Secretarial Auditor

The Company has appointed M/s Sunita Mohanty & Associates, Company Secretaries to conduct secretarial audit and their Report on Company''s Secretarial Audit is appended to this Report as Annexure-3.

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements forming part of Annual Report. The Company has not provided any guarantees during the Financial Year.

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

ENERGY CONSERVATION, ETC.

The information required under section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in Annexure-4 hereto forming part of this report.

RISK MANAGEMENT POLICY

The Company has a Risk Management framework in place which is designed to identify, assess and monitor various risks related to key business and strategic objectives and lead to the formulation of a mitigation plan. All identified risks are categorised based on a matrix of likelihood of occurrence and impact thereof and a mitigation plan is worked out to the extent possible. Major risks in particular are monitored regularly at meetings of the Executive Risk Committee and the Board of Directors of the Company is kept abreast of such issues.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

ANNUAL EVALUATION BY THE BOARD

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

i) Attendance of Board Meetings and Board 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, 2013 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:

Name of the Director	Ratio Name of the Director		Ratio
Dr B Panda	CO 0 CN	1 General Shankar Roychowdhury(Retd)	1.77	1
Baijayant Panda	212	1 Major R N Misra(Retd)	1.89	1
Subhrakant Panda	0 2 2	1 Dr S Acharya	1.81	1
J K Misra	33	1 S P Mathur	1.85	1
C R Ray	20	1 S Nautiyal	1.77	1
Paramita Mahapatra	0.27	1 Stefan Georg Amrein	0.06	1
D Bandyopadhyay	1.81	1 Bijoy Kumar Das	1.84	1
N R Mohanty	1.86	1

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
Dr B Panda	384	General Shankar Roychowdhury (Retd)	4167
Baijayant Panda	373	Major R N Misra(Retd)	1042
Subhrakant Panda	331	Dr S Acharya	524
J K Misra	76	S P Mathur	1575
C R Ray	19	S Nautiyal	3100
Paramita Mahapatra	-	Stefan Georg Amrein	-
D Bandyopadhyay	4266	Bijoy Kumar Das	13200
N R Mohanty	4400	Prem Khandelwal, CFO&CS	2

iii) the percentage increase in the median remuneration of employees in the financial year: 7.92

iv) the number of permanent employees on the rolls of company: 2380

Average percentile increase in the salaries of employees other than the managerial personnel : 38th

Percentile increase in the managerial remuneration : 49th

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

The information on employees who were in receipt of remuneration of not less than Rupees One Crore and two lakhs during the financial year or Rupees Eight Lakh Fifty Thousand per month during any part of the said year 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 the Annexure forming part of the Report. In terms of proviso to Section 136(1) of the Act, the Report 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

WHISTLE BLOWER POLICY

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs Paramita Mahapatra and Mr Jayant Kumar Misra, Directors retire by rotation at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment.

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/reappointed are furnished in the Explanatory Statement to the Notice of the ensuing Annual General Meeting as required under the Code of Corporate Governance.

DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT

Sl.No. Description		No of shareholders	No. of shares
(i)	Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying as on 1st April, 2016	7027	109037
(ii)	Number of shareholders who approached the Company for transfer of shares from unclaimed suspense account during the year 2016-17	18	104
(iii)	Number of shareholders to whom shares were transferred from unclaimed suspense account during the year 2016-2017	18	104
(iv)	Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying as on 31st March, 2017	7009	108933

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

CORPORATE GOVERNANCE

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.

HOLDING COMPANY

Pursuant to the order of Hon''ble High Court of Orissa, Cuttack dated 7th October, 2016 sanctioning the Composite Scheme of Arrangement between B.Panda and Company Private Limited (Tansferee & Demerged Company) and Barabati Investment & Trading Co. Private Limited, Indmet Commodities Private Limited, K. B. Investments Private Limited, Madhuban Investments Private Limited, Paramita Investments & Trading Company Private Limited (collectively referred to as the "Transferor Companies" and individually referred to as a "Transferor Company"), Utkal Real Estate Private Limited, Barabati Realtors Private Limited, BP Developers Private Limited (collectively referred to as the Resulting Companies" and individually referred to as a "Resulting Company") and their respective shareholders, Transferor Companies got merged with the Transferee Company effective 22nd November, 2016. Thereafter separate undertakings except the Company''s shares were transferred from the Demerged Company to the Resulting Companies. Further consequent upon the issue of 10,00,000 equity shares to Promoter Group entity on preferential basis B. Panda and Company Private Limited holds 51.59% equity shares in the Company and became the holding company.

SUBSIDIARY/JOINT VENTURE COMPANIES

A report 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.

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. Last but certainly by no means least, your Directors would like to thank shareholders, customers, Government and the public at large for their continued support and confidence.

For and on behalf of the Board

Place: Bhubaneswar Subhrakant Panda Jayant Kumar Misra

Date: 18th May, 2017 Managing Director Director(Corporate) & COO

Mar 31, 2016

The Directors hereby present the 54th Annual Report together with Audited Statement of Accounts of the Company for the financial year ended 31st March, 2016.

FINANCIAL RESULTS

Amount in Rs. Crore

		FY 2015-16	FY 2014-15
1 Revenue from operations		1,211.30	1,344.79
2	Other Income	16.25	21.78
3	Total Revenue	1,227.55	1,366.57
4	Profit before interest, depreciation, taxation, prior period income and exceptional items	129.59	262.90
5	Interest	83.07	108.62
6	Depreciation	11 4 .19	121.94
7	Profit/(Loss) before Tax	(84.82)	33.34
8	Tax including Deferred Tax	(30.06)	21.36
9	Profit/(Loss) after Tax	(54.76)	11.98
10	Proposed dividend (including Tax on dividend)	-	4.69
11	Transfer to General Reserve	-	0.60

DIVIDEND

Your Board of Directors have not recommended any dividend on the equity shares of the Company for the FY 2015-16 in view of loss.

STATE OF COMPANYâS AFFAIRS Ferro Alloys

The production of ferro chrome during the year under review declined by 7.97% to 188,849 tonnes (previous year: 205,203 tonnes) mainly on account of a lockout declared at the Therubali unit from 21st November 2015 to 23rd February 2016 consequent to an illegal strike. Moreover, in view of unsustainable prices prevailing in the last quarter of the year under review, the Company decided to advance some of the maintenance activities scheduled for later.

Electricity

During the year under review your Company generated 857.99 MUâs of electricity (previous year: 913.92 MUâs) in accordance with lower captive requirement.

Mining

Chrome Ore production during the year under review was 359,468 tonnes as compared to 414,138 tonnes during the previous year.

It is pertinent to note here that your Company has consistently followed in letter and spirit the practice of value addition and limiting ore raising from its captive mines to that required for captive consumption thus maximizing contribution to the exchequer.

EXTRACT OF THE ANNUAL RETURN

An extract of annual return for the financial year ended on 31st March, 2016 in Form MGT-9 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached as Annexure-1.

NUMBER OF MEETINGS OF THE BOARD

The Board met four times in FY 2015-16 viz. on 14th May, 2015, 23rd July, 2015, 20th October, 2015 and 9th February 2016. The maximum interval between any two meetings did not exceed 120 days. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to provisions under 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, 2016, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

(iv) that they have prepared the annual accounts of the Company for the financial year ended 31st March, 2016 on a going concern basis;

(v) 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

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

AUDITORS AND AUDITORSâ REPORT Statutory Auditors

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

Secretarial Auditor

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contracts/arrangements/transactions which are not at armâs length basis and there are no material contracts/ arrangements/transactions which are at armâs length basis.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

ENERGY CONSERVATION, ETC.

The information required under section 134 of the Companies Act, 2013 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 and monitor various risks related to key business and strategic objectives and lead to the formulation of a mitigation plan. All identified risks are categorized based on a matrix of likelihood of occurrence and impact thereof and a mitigation plan is worked out to the extent possible. Major risks in particular are monitored regularly at meetings of the Executive Risk Committee and the Board of Directors of the Company is kept abreast of such issues.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013

Pursuant to Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the ratio of remuneration of each director to the median employeeâs 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:

Name of the Director	Ratio	Name of the Director	Ratio
Dr B Panda	56:1	1 N R Mohanty	0.05:1
Baijayant Panda	58:1	1 General Shankar Roychowdhury(Retd)	0.05:1
Subhrakant Panda	66:1	1 Major R N Misra(Retd)	0.21:1
J K Misra	24:1	1 Dr S Acharya	0.38:1
C R Ray	22:1	1 S P Mathur	0.14:1
Paramita Mahapatra	0.52:1	1 S Nautiyal	0.07:1
Alex Amrein	0.02:1	1 Stefan Georg Amrein	NIL
D Bandyopadhyay	0.05:1	1 Bijoy Kumar Das	0.02:1

CORPORATE SOCIAL RESPONSIBILITY (CSR)

ANNUAL EVALUATION BY THE BOARD

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

i) Attendance of Board Meetings and Board 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.

Name of the Director	% increase	Name of the Director	% increase
Dr B Panda	7.77	General Shankar Roychowdhury (Retd)	-
Baijayant Panda	11.37	Major R N Misra (Retd)	-
Subhrakant Panda	12.84	Dr S Acharya	-
J K Misra	(17.04)	S P Mathur	-
C R Ray	(4.29)	S Nautiyal	-
Paramita Mahapatra	-	Stefan Georg Amrein	-
Alex Amrein	-	Bijoy Kumar Das	-
D Bandyopadhyay	-	Prem Khandelwal, CFO & CS	(11.72)
N R Mohanty	-

iii) the percentage increase in the median remuneration of employees in the financial year: 8.94

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

iv) the number of permanent employees on the rolls of Company: 2,420

v) the explanation on the relationship between average increase in remuneration and Company performance (PBT): Average increase in remuneration (in %): 8.89 Increase in Companyâs performance (in %): (354.41)

vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the Company (PBT): Average increase in remuneration (in %): (0.18) Increase in Companyâs performance (in %): (354.41)

vii) variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Market capitalization as on 31.03.2016: Rs. 287.83 crore

Market capitalization as on 31.03.2015: Rs. 397.71 crore

Decrease in market capitalization: Rs. 109.88 crore

Price earnings ratio as at 31.03.2016: (5.26)

Price earnings ratio as at 31.03.2015: 33.21

viii) 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: 49th

Percentile increase in the managerial remuneration : 67th

ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:

Name of Key Managerial Personnel	Increase /(Decrease)
Name of Key Managerial Personnel	Remuneration (%)	Companyâs Performance (%)
Dr B Panda	7.77	(354.41)
Baijayant Panda	11.37	(354.41)
Subhrakant Panda	12.84	(354.41)
J K Misra	(17.04)	(354.41)
C R Ray	(4.29)	(354.41)
Prem Khandelwal	(11.72)	(354.41)

x) the key parameters for any variable component of remuneration availed by the Directors:

Dr B Panda, Executive Chairman, Mr Baijayant Panda, Vice Chairman and Mr Subhrakant Panda, Managing Director are paid commission subject to a maximum of 1.5% each per annum of the net profits of the Company computed in accordance with section 198 of the Companies Act, 2013.

Mr J K Misra, Director(Corporate) & COO and Mr C R Ray, Whole-time Director are paid performance pay subject to a maximum of 100% and 50% of basic salary per annum respectively.

All Non-Executive Independent Directors are paid commission not exceeding 0.5% per annum of the net profits of the Company subject to a maximum of Rs. 50,00,000/distributed equally.

xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

xii) 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

The information on employees who were in receipt of remuneration of not less than Rs. 60 lakh during the financial year or Rs. 5 lakh per month during any part of the said year 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 the Annexure forming part of the Report. In terms of proviso to Section 136(1) of the Act, the Report 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 any public deposits during the year under review.

WHISTLE BLOWER POLICY

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr C R Ray and Mr Baijayant Panda, Directors retire by rotation at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment.

Mr Stefan Georg Amrein and Mr Bijoy Kumar Das were appointed as Additional Directors in the capacity of Director and Independent Director with effect from 7th January, 2016 and 9th February, 2016 respectively and hold office upto the forthcoming Annual General Meeting of the Company. The Company has received notice from the member(s) pursuant to Section 160 of the Companies Act, 2013 stating intent to propose Mr Amrein as Director and Mr Das as Independent Director under section 149 of the Companies Act, 2013.

In terms of Section 149 and other applicable provisions of Companies Act, 2013 and SEBI (Listing Obligations & Disclosure

Requirements) Regulation 2015, Major R N Misra (Retd) and Mr N R Mohanty are proposed to be re-appointed as Nonexecutive Independent Directors for a period of five years from the conclusion of the ensuing Annual General Meeting. Further, Mr D Bandyopadhyay is proposed to be re-appointed as NonExecutive Independent Director for a period of two years from the conclusion of the ensuing Annual General Meeting. The Company has received notice from the member(s) pursuant to Section 160 of the Companies Act, 2013 signifying intention to propose them for the office of Independent Director under section 149 of the Companies Act, 2013.

Dr B Panda, Mr Baijayant Panda, Mr Subhrakant Panda and Mr Jayant Kumar Misra were re-appointed as Executive Chairman, Vice Chairman, Managing Director and Director (Corporate) & COO respectively for a further period of three years from 28th October, 2015. Further, Mr C R Ray was re-appointed as Wholetime Director for a further period of 3 years with effect from 31st January, 2016. Their terms of appointment were approved by the members on 10th December, 2015 through e-voting/postal ballot.

Mr Alexius Markus Amrein stepped down as Director of the Company with effect from 7th January, 2016 due to personal reasons. The Board places on record its sincere appreciation of the valuable service, guidance and advice rendered by him from time to time in his capacity as Director of the Company.

The term of Dr S Acharya, Independent Director is expiring on the conclusion of the ensuing Annual General Meeting and he is not seeking re-appointment. The Board places on record its sincere appreciation of the valuable service, guidance and advice rendered by him from time to time in his capacity as Independent Director of the Company.

SECRETARIAL AUDIT REPORT

DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT

Sl.No.	Description	No of shareholders	No. of shares
(i)	Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying as on 1st April, 2015	7046	109161
(ii)	Number of shareholders who approached the Company for transfer of shares from unclaimed suspense account during the year 2015-16	19	124
(iii)	Number of shareholders to whom shares were transferred from unclaimed suspense account during the year 2015-2016	19	124
(iv)	Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying as on 31st March, 2016	7,027	1,09,037

The Company has appointed M/s Sunita Mohanty & Associates, Company Secretaries to conduct secretarial audit and their Report on Companyâs Secretarial Audit is appended to this Report as Annexure-5.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a comprehensive system of internal controls that enables efficient operations, optimal resource utilization and compliance with all applicable laws and regulations. Each of these internal controls strengthens the Company and protects loss or unauthorized use of assets by providing adequate checks and balances. The Company authorizes, 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

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

A report 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.

INDUSTRIAL RELATIONS

During the year under review, industrial relations at the Companyâs manufacturing/ operational complexes located at different sites remained cordial except Therubali where a lock out was declared from 21st November 2015 to 23rd February 2016 consequent to illegal action by workers in not reporting for duty.

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. Last but certainly by no means least, your Directors would like to thank shareholders, customers, Government and the public at large for their continued support and confidence.

For and on behalf of the Board

Place:Bhubaneswar

(Subhrakant Panda) (Jayant Kumar Misra)

Date : 17th May, 2016 Managing Director Director(Corporate) & COO

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 53rd Annual Report together with Audited Statement of Accounts of the Company for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

Rs. in Crore

FY 2014-15 FY 2013-14

1 Revenue from operations 1,344.79 1,317.85

2 Other Income 21.78 22.03

3 lotal Revenue 1,366.57 1,339.88

4 Profit before interest, 262.90 310.34 depreciation, taxation, prior period income and exceptional items

5 Interest 108.62 108.21

6 Depreciation 121.94 149.02

7 Profit before lax 33.34 53.11

8 Tax including Deferred Tax 21.36 13.99

9 Profit after lax 11.98 39.12

10 Proposed dividend 4.69 9.12 (including Tax on dividend)

11 Transfer to General 0.60 4.00 Reserve

During the year under review, revenue from operations grew by 2.04 % to reach a new high of Rs. 1,344.79 Crore (previous year: Rs. 1,317.85 Crore) including foreign exchange earnings of Rs. 1,032.47 Crore (previous year: Rs. 1,042.69 Crore). However, EBIDTA fell by 15.29% to Rs. 262.90 Crore (previous year: Rs. 310.34 Crore) and profit after tax declined by 69.38% to Rs. 11.98 Crore (previous year: Rs. 39.12 Crore) on account of difficult market conditions.

DIVIDEND

Your Board of Directors is pleased to recommend for approval of the members a dividend of 15% (Rs. 1.50/- per share) on the equity shares of the Company for the FY 2014-15.

STATE OF COMPANY''S AFFAIRS

Ferro Alloys

The production of ferro chrome during the year under review increased by 3.60% to 205,203 tonnes (previous year: 198,063 tonnes) and for the first time all six furnaces were in operation.

Electricity

During the year under review your Company generated 913.92 MU''s of electricity (previous year: 909.83 MU''s) and sold 17.96 MU''s to Gridco. Generation was mainly for captive requirement and supply to Gridco was limited on account of low tariff for surplus power along with an intimation not to schedule 14% of the generation of the 120 MW captive power plant.

Mining

Chrome Ore production during the year under review was 4,14,138 tonnes as compared to 5,05,172 tonnes during the previous year. The mining activity at the Company''s Mahagiri Chromite Mines was suspended from 1st February, 2015 till 7 th May, 2015 due to non-availability of environment clearance (EC) and ''Consent to Operate'' (CTO). However, the Company has since obtained EC which is co-terminus with the lease period and CTO which is valid upto 30th September, 2015 and mining operations have restarted. Similarly, mining activities at Sukinda Chromite Mines was also suspended from 1st April, 2015 till 7 th May, 2015 due to lack of CTO; mining activity has since restarted upon receipt of CTO which is valid till 30th September, 2015.

Mining activity at Nuasahi Chromite Mines has been stopped with effect from 30th November, 2014 due to expiry of the mining lease. The Company had already filed renewal application on 20th November, 2013 and, consequent to the provisions of the new MMDR Act, is eligible for an extension of 15 years.

It is pertinent to note here that your Company has consistently followed in letter and spirit the practice of value addition and limiting ore raising from its captive mines to that required for captive consumption thus maximising contribution to the exchequer.

EXTRACT OF THE ANNUAL RETURN

An extract of annual return for the financial year ended on 31st March, 2015 in Form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached as Annexure-1.

NUMBER OF MEETINGS OF THE BOARD

The Board met four times in FY 2014-15 viz. on 20th May, 2014, 22nd July, 2014, 29 th October, 2014 and 3rd February, 2015. The maximum interval between any two meetings did not exceed 120 days.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions under 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, 2015, the applicable accounting standards read with requirements set out under schedule III of 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, 2015 on a going concern basis;

(v) 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 Clause 49 of the Listing Agreement.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-Section (3) of Section 178, is attached as Annexure-2 to this Report.

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors

Observation of the Auditors, M/s Haribhakti & Co LLP, on the financial statements of the Company have been dealt with in the Notes to the Accounts annexed as Note which are self- explanatory. Qualification of the Auditor has been dealt in Note No 13.1 of the Financial Statements. No provision is considered by the Company, at this stage, towards any diminution on the value of its investment in Indmet Mining Pte Ltd as the Company has invoked an agreement between the Indian and Indonesian governments for the promotion and protection of investments.

Secretarial Auditor

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has provided following guarantees and made following investments pursuant to Section 186 of the Companies Act, 2013:

Name of the entity Relation Amount Rs. in Crore

Utkal Coal Limited Subsidiary 110.00

Utkal Power Limited Wholly owned 0.40 subsidiary

Particulars of Purpose for which the loan, loans,guarantees and guarantee and investment are investments proposed to be utilised.

Guarantee given for availing To secure the due repayment of loan to SREI Infrastructure loan together with interest. Finance Limited

Investment in the equity To meet the expenses/ liablities. shares

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.

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 134 of the Companies Act, 2013 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 and monitor various risks related to key business and strategic objectives and lead to the formulation of a mitigation plan. All identified risks are categorised based on a matrix of likelihood of occurrence and impact thereof and a mitigation plan is worked out to the extent possible. Major risks in particular are monitored regularly at meetings of the Executive Risk Committee and the Board of Directors of the Company is kept abreast of such issues.

CORPORATE SOCIAL RESPONSIBILITY

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

ANNUAL EVALUATION BY THE BOARD

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

i) Attendance of Board Meetings and Board 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.

RATIO OF REMUNERATION

Pursuant to Section 197(12) of the Companies Act, 2013 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:

Name of the Director Ratio Name of the Director Ratio

Dr B Panda 55:1 D Bandyopadhyay 0.17:1

Baijayant Panda 56:1 N R Mohanty 0.07:1

Subhrakant Panda 63:1 General Shankar 0.04:1 Roychowdhury (Retd.)

J K Misra 31:1 Major R N Misra (Retd.) 0.21:1

C R Ray 24:1 Dr S Acharya 0.38:1

Paramita Mahapatra 0.67:1 S P Mathur 0.15:1

Alex Amrein NIL S Nautiyal 0.04:1

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 % increase

Dr B Panda - N R Mohanty -

Baijayant Panda - General Shankar - Roychowdhury (Retd.)

Subhrakant Panda - Major R N Misra (Retd.) -

J K Misra 4.58 Dr S Acharya -

C R Ray 1.26 S P Mathur -

Paramita Mahapatra - S Nautiyal -

Alex Amrein - Prem Khandelwal, 3.10 CFO & CS

D Bandyopadhyay -

iii) the percentage increase in the median remuneration of

employees in the financial year: 10.58

iv) the number of permanent employees on the rolls of

Company: 2470

v) the explanation on the relationship between average

increase in remuneration and Company performance (PBT): Average increase in remuneration (in %): 10.68

Decrease in Company''s performance (in %): 37.22

vi) comparison of the remuneration of the Key Managerial

Personnel against the performance (PBT) of the Company: Average increase in remuneration (in %): 2.98

Decrease in Company''s performance (in %): 37.22

vii) variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed Companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year:

Market capitalisation as on 31.03.2015: Rs. 397.71 Crore

Market capitalisation as on 31.03.2014: Rs. 663.06 Crore

Decrease in market capitalisation: Rs. 265.35 Crore

Price earning ratio as at 31.03.2015: 33.21

Price earning ratio as at 31.03.2014: 16.95

viii) 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: 42nd

Percentile increase in the managerial remuneration: 64th

ix) comparison of the each remuneration of the Key Managerial Personnel against the performance (PBT) of the Company:

Increase/ (Decrease)

Name of Key Remuneration Company''s Managerial Personnel (%) Performance (%)

Dr B Panda (14.68) (37.22)

Baijayant Panda (14.64) (37.22)

Subhrakant Panda (13.16) (37.22)

J K Misra 4.58 (37.22)

C R Ray 1.26 (37.22)

Prem Khandelwal 3.10 (37.22)

x) the key parameters for any variable component of remuneration availed by the Directors:

Dr B Panda, Executive Chairman, Mr Baijayant Panda, Vice Chairman and Mr Subhrakant Panda, Managing Director are paid commission subject to a maximum of 2% each per annum of the net profits of the Company computed in accordance with Section 198 of the Companies Act, 2013.

Mr J K Misra, Director(Corporate) & COO and Mr C R Ray, Whole-time Director are paid performance pay subject to a maximum of 100% and 20% of total salary per annum (Totpa3) respectively.

All Non-Executive Independent Directors are paid commission not exceeding 0.5% per annum of the net profits of the Company subject to a maximum of Rs. 35,00,000/- distributed equally.

xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

xii) 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 the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are set out in the Annexure-5 to the Directors'' Report.

AWARDS & RECOGNITIONS

During the year under review your Company has been awarded:

(i) Star Performer in the Product Group Ferro Alloys in the Large Enterprise Category for its outstanding contribution to engineering exports (for 2012-13) organised by EEPC India, Eastern Region, Kolkata.

(ii) National Safety Award Mines (Runner Up) in the category of "Lowest Injury Frequency Rate Per Lakh Manshift (Metal Mines Belowground)" organised by the DGMS under Ministry of Labour & Employment, Govt. of India.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the year under review.

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 J K Misra, Mrs Paramita Mahapatra, Directors retire by rotation at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment.

In terms of Section 149 and other applicable provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, Mr D Bandyopadhyay, Mr N R Mohanty, Major R N Misra (Retd.) and Dr S Acharya, Non-Executive Independent Directors are proposed to be appointed as Independent Directors up to the conclusion of 54th the Annual General Meeting. The Company has received a notice from a member pursuant to Section 160 of the Companies Act, 2013 signifying intention to propose them for the office of Independent Director under Section 149 of the Companies Act, 2013.

Mr Santosh Nautiyal was appointed as an Additional Director in the capacity of Independent Director with effect from 28th August, 2014 and holds office upto the forthcoming Annual General Meeting of the Company. The Company has received a notice from a member pursuant to Section 160 of the Companies Act, 2013 stating intent to propose him for the office of Independent Director under Section 149 of the Companies Act, 2013.

During the year Mr Prem Khandelwal has been re-designated as Chief Financial Officer & Company Secretary of the Company with effect from 20th May, 2014.

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.

DISCLOSURE PURSUANT TO CLAUSE 5A OF LISTING AGREEMENT

Pursuant to Clause 5A of the Listing Agreement details in respect of the shares lying in the Indian Metals & Ferro Alloys Limited -

Unclaimed Suspense Account (Promoter group & Non-promoter group) till 31st March, 2015 are as under:

Sl Description No. of No. of No. shareholders shares

i Aggregate number of shareholders and 7,080 1,09,694 the outstanding shares in the unclaimedsuspense account lying as on 1st April, 2014

ii Number of shareholders who approached 34 533 the Company for transfer of shares from unclaimed suspense account during the year 2014-15

iii Number of shareholders to whom shares 34 533 were transferred from unclaimed suspense account during the year 2014-2015

iv Aggregate number of shareholders and 7,046 1,09,161 the outstanding shares in the unclaimed suspense account lying as on 31st March, 2015

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 claims the shares.

SECRETARIAL AUDIT REPORT

The Company has appointed M/s Sunita Mohanty & Associates, Company Secretaries to conduct secretarial audit and their Report on Company''s Secretarial Audit is appended to this Report as Annexure-6.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a report on the Corporate Governance, Management Discussion and Analysis, Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance and CEO & CFO certification have been made a part of the Annual Report.

INDUSTRIAL RELATIONS

During the year under review, industrial relations at the Company''s manufacturing complexes situated at Therubali and Choudwar as

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. Last but certainly by no means least, your Directors would like to thank shareholders, customers and the public at large for their continued support and confidence.

For and on behalf of the Board

(Subhrakant Panda) (Jayant Kumar Misra) Managing Director Director (Corporate) & COO

Place: Bhubaneswar Date: 14th May, 2015

Mar 31, 2013

To The Members

The Directors are pleased to present the 51st Annual Report together with Audited Statement of Accounts of the Company for the financial year ended 31st March 2013.

Financial Results Rs. in Crores

FY 2012-13 FY 2011-12

1. Revenue from operations 1,273.25 1,192.54

2. Other Income 7.76 5.64

Total Revenue 1,281.01 1,198.18

3. Profit before interest, depreciation, taxation, prior period 282.15 234.65 income and exceptional items

4. Interest 87.47 83.20

5. Depreciation 81.69 55.18

6. Prior period income 2.28 0.02

7. Exceptional items - Expense 11.99 -

8. Profit before Tax 103.28 96.29

9. Tax including Deferred Tax 49.39 32.36

10. Profit after Tax 53.89 63.93

11. Balance brought forward from previous year 361.48 319.05

12. Amount available for appropriation 415.37 382.98

13. Proposed dividend (including Tax on dividend) 15.20 15.10

14. Transfer to General Reserve 5.39 6.40

15. Balance carried forward 394.78 361.48

Your Company achieved a record turnover of Rs. 1,273.25 Crores (previous year: Rs. 1,192.54 Crores) representing an increase of 7% over the previous year. Although there is an increase of 21% in profit before interest, depreciation, exceptional items and tax amounting to Rs. 284.43 Crores (previous year: Rs. 234.67 Crores), profit after tax declined by 16% to Rs. 53.89 Crores (previous year: Rs. 63.93 Crores) mainly on account of increase in depreciation and deferred tax due to capitalisation of one unit of 2x60 MW power plant.

Dividend

Your Board of Directors is pleased to recommend for approval of the members a dividend of 50% (Rs. 5/- per share) on the equity shares of the Company for the FY 2012-13.

Operations Ferro Alloys

The production of ferro chrome during the year under review decreased by 11% to 1,74,348 tonnes (previous year: 1,96,160 tonnes) on account of non-availability of lumpy ore from one of the Company''s captive mines and temporary shutdown of one furnace at Choudwar for relining. In view of the increase in prices of ferro silicon during the year under review the Company carried out a short production run of 4970 tonnes to utilise/encash raw material available in stock.

Electricity

During the year under review your Company generated 792 million units of electricity (previous year: 777 mu''s) which translates to a plant load factor of 76.07% (108 MW) & 56.27% (30 MW) on MER basis and sold 26.13 mu''s to Gridco at an average rate of Rs. 2.75 per unit. Generation remained mainly restricted to captive requirement on account of the low rates offered by Gridco.

Mining

The chrome ore produced during the year under review decreased by 20% to 3,90,649 tonnes as compared to 4,89,667 tonnes during the previous year due to non- operation of one of the captive mines for nine months. However, mining activities have since restarted pursuant to an order of Hon''ble Orissa High Court as an interim relief although the State Government is yet to give permission for dispatch of ore. It is pertinent to note here that your Company has consistently followed in letter and spirit the practice of value addition thus maximising both employment and contribution to the exchequer.

Keeping in mind the importance of raw material security particularly in view of plans to further expand smelting capacity, your Directors will pursue the allotment of balance 50% requirement of captive chrome ore and shall take all necessary steps to protect your Company''s interests.

Listing

The equity shares of your Company are listed on Bombay Stock Exchange Limited (stock code: 533047) and National Stock Exchange of India Ltd (stock symbol: IMFA). The Annual Listing Fee for the FY 2013-14 has been paid.

Awards & Recognitions

During the year under review your Company has been awarded:

(i) "Pollution Control Appreciation Award" for adoption of effective pollution control measures and sound environmental practices for the year 2012 from State Pollution Control Board, Odisha.

(ii) "National Safety Award (Mines)" for the year 2009 in the category of "Longest Accident Free Period - Metal Mines - Below Ground" for its Nuasahi Chromite Mines.

Energy Conservation, etc.

The information required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in an annexure hereto forming part of this report.

Subsidiary/Joint Venture Companies

Indian Metals & Carbide Ltd, a subsidiary of your Company, has reported a loss of Rs. 3.80 lakhs during FY 2012-13 as against a loss of Rs. 79.26 lakhs during the previous year. In view of loss, the Board of Directors of the said Company have not proposed any dividend.

Utkal Green Energy Limited, a wholly owned subsidiary of your Company has no operations during the year under review.

All the formalities regarding voluntary winding up of Indmet Mauritius limited have been completed under the Law of Mauritius including no objection from all the regulatory authorities and the swearing in of the affidavit by the official liquidator for the same at Supreme Court was made on 30th January 2013. Consequently all the shares of Indmet Mining (Pte) Ltd held by Indmet Mauritius Ltd have been transferred to the Company at par value during the year. Accordingly Indmet Mining (Pte) Ltd (earlier 100% step down subsidiary) has become wholly owned subsidiary of the Company.

Utkal Power Ltd, Utkal Coal Ltd, Indmet Mining (Pte) Ltd, Singapore and Pt. Sumber Rahayu Indah (SRI), Indonesia, all subsidiaries of your Company, are yet to begin operations.

During the year under review, IMFA Alloys Finlease Limited (IAFL), the erstwhile wholly-owned subsidiary of your Company, received the Certificate of Registration from Reserve Bank of India for carrying out non-banking financial institution activities. Your Company has sold its 30 MVA furnace and other related assets including the plant & machinery related to Briquetting Plant and Gas Cleaning Plant (''''transferred assets") to IAFL following which the said transferred assets were leased back to your Company for their entire economic life pursuant to a finance lease. In accordance with the terms of a JV & Shareholders Agreement between your Company and Posco, IAFL issued and allotted equity shares amounting to 24% of its paid-up share capital to Posco with the balance 76% being owned by your Company. IAFL has reported a profit of Rs. 0.21 Crores during the FY 2012-13 and, in view of inadequate profits, the Board has not proposed any dividend.

The statement as required under Section 212 of the Companies Act, 1956 in respect of the subsidiaries of the Company is annexed and forms an integral part of this Report. The consolidated financial statements of the Company and its subsidiary Companies, prepared in accordance with Accounting Standard (AS)-21 "Consolidated Financial Statements" prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report and Accounts.

In terms of the general exemption granted by the Central Government under Section 212 (8) of the Companies Act, 1956 the Audited Balance Sheets as at 31st March 2013 in respect of the subsidiaries of the Company have not been attached to the Balance Sheet of the Company. However, the requisite information for each subsidiary has been disclosed and the annual accounts of the subsidiary Companies and the related detailed information will be made available to the investors of the Company/ subsidiary Companies seeking such information at any point of time. The Annual Accounts of the subsidiary Companies will also be kept for inspection by any investor in your Company''s Registered Office and that of the subsidiary company concerned.

New Projects

Your Directors are pleased to inform that Unit 1 (60 MW) of the 2x60 MW Captive Power Plant was synchronised on 31st December 2012 and put to use. The commissioning activities of Unit 2 (60 MW) are under progress and it is likely to be synchronised and put to use shortly.

The captive coal mine project being taken up by Utkal Coal Ltd, an SPV, is at an advanced stage with all statutory approvals being in place. Other activities like displacement of affected people and various approvals for constructing captive railway siding to evacuate coal are underway. UCL is awaiting Grant Order from the Government of Odisha which has been unduly delayed. As such, your Directors are hopeful that remaining formalities will be completed shortly and the mining lease will be executed within the current calendar year with operations commencing shortly thereafter.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. However, as per provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Public Deposits

The Company has not accepted any public deposits during the year under review.

Observations of the Auditors

Observations of the Auditors on the annual accounts of the Company have been dealt with in the Notes to the Accounts annexed as Note which are self-explanatory.

Directorate

Mr N R Mohanty, Mrs Paramita Mahapatra and Major R N Misra, Directors, retire by rotation at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment.

Mr C R Ray was inducted as an Additional Director of the Company with effect from 31st January 2013 by the Board of Directors in the meeting held on 16th October 2012 and subsequently appointed as Whole-time Director of the Company. As such, he will hold office up to the date of forthcoming Annual General Meeting of the Company. The Company has received a notice from a member pursuant to Section 257 of the Companies Act, 1956 signifying intention to propose him for the office of Director. 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.

Disclosure pursuant to Clause 5A of Listing Agreement

Pursuant to insertion of clause 5A in listing Agreement the details in respect of the shares lying in the Indian Metals & Ferro Alloys Limited - Unclaimed Suspense Account (Promoter group & Non-promoter group) till 31st March 2013 are as under.

Sl. No. Description No. of shareholders No. of shares

(i) Aggregate number of shareholders and the outstanding 7,141 1,10,480 shares in the unclaimed suspense account lying as on 1st April 2012

(ii) Number of shareholders who approached the Company for 39 432 transfer of shares from unclaimed suspense account during the FY 2012-13

(iii) Number of shareholders to whom shares were transferred 39 432 from unclaimed suspense account during the FY 2012-2013

(iv) Aggregate number of shareholders and the outstanding 7,102 1,10,048 shares in the unclaimed suspense account lying as on 31st March 2013

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 claims the shares.

Directors'' Responsibility Statement

Pursuant to provisions under section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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, 1956 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 2013 on a going concern basis.

Auditors

M/s Raghu Nath Rai & Co, Chartered Accountants, the existing Auditors, have given their no objection to change of Auditors by way of rotation which is in consonance with good Corporate Governance and, as such, will retire at the ensuing Annual General Meeting. Based on the recommendation of the Audit Committee, the Board of Directors of the Company have proposed the appointment of M/s. Haribhakti & Co, Chartered Accountants, as the Auditors of the Company at the ensuing AGM. M/s Haribhakti & Co, have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

Cost Auditors

The Board of Directors of the Company appointed M/s S C Mohanty & Associates, Cost Accountants, as the Cost Auditor of the Comapny for the financial year ended 31st March 2013. The Audit Report of the cost accounts of the Company for the year ended 31st March 2013 will be submitted to the Central Government within the prescribed time limit.

In terms of the circulars issued by Ministry of Corporate Affairs, the last date for filing the Cost Audit Report for the year ended 31st March 2012 with the Central Government was 28th February 2013. The Report was filed on 31st January 2013.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a report on the Corporate Governance, Management Discussion and Analysis, Auditors'' Certificate regarding compliance of conditions of Corporate Governance and CEO & CFO certification have been made a part of the Annual Report.

Industrial Relations

During the year under review, industrial relations at the Company''s manufacturing complexes situated at Therubali and Choudwar as well as at the Mines remained cordial.

Acknowledgement

Your Directors would like to place on record their sincere appreciation of the devoted services 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. Last but certainly by no means least, your Directors would like to thank shareholders, customers and the public at large for their continued support and confidence.

For and on behalf of the Board

Baijayant Panda Subhrakant Panda

vice Chairman Managing Director

Place: New Delhi

Date: 15th May 2013

Mar 31, 2012

The Directors are pleased to present the 50th Annual Report together with Audited Statement of Accounts of the Company for the financial year ended 31st March 2012.

FINANCIAL RESULTS

(Rs in Crores) 2011-12 2010-11

1. Revenue from operations 1192.54 1068.04

2. Other Income 5.66 10.00

Total Revenue 1198.20 1078.04

3. Profit before interest, depreciation and taxation 234.67 349.61

4. Interest 83.20 54.10

5. Depreciation 55.18 41.85

6. Profit before Tax 96.29 253.66

7. Tax including Deferred Tax 32.36 88.22

8. Profit after Tax 63.93 165.44

9. Balance brought forward from previous year 319.05 200.81

10.Amount available for appropriation 382.98 366.25

11.Interim Dividend (including tax on dividend) Nil 15.35

12.Proposed dividend (including Tax on dividend) 15.10 15.30

13.Transfer to General Reserve 6.40 16.55

14.Balance carried forward 361.48 319.05

Your Company recorded the highest ever revenues of Rs 1192.54 crores (previous year : Rs 1068.04 crores) representing an increase of 12% which is creditable in what was a difficult year. However, due to non-availability of linkage coal, steep hike in the price of coal procured through e-auction / open market purchase and increase in the cost of reductants, the profit before interest, depreciation and taxes declined by 33% to Rs 234.67 crores (previous year : Rs 349.61 crores) while profit after tax declined by 61% to Rs 63.93 crores (previous year : Rs 165.44 crores).

DIVIDEND

Your Board of Directors is pleased to recommend for approval of the members a dividend of 50% (Rs 5/- per share) on the equity shares of the Company for the financial year 2011-12.

OPERATIONS

Ferro Alloys

The production of ferrochrome during the year under review touched an all time high of 196,160 tonnes representing a 9% increase over the 179,850 tonnes produced in the previous year.

Electricity

During the year under review your Company generated 777 million units (mu's) of electricity (previous year : 774 mu's) which translates to a plant load factor of 82.84% on MER basis and sold 3.39 mu's to Gridco at an average rate of Rs 2.35 per unit. Generation remained restricted both on account of difficulty in sourcing coal as well as the low rates offered by Gridco.

Mining

The total quantum of chrome ore raised from your Company's mines for captive use amounted to 489,667 tonnes during the year under review (previous year : 427,973 tonnes) which was an increase of 14%. It is pertinent to note here that your Company has consistently followed in letter and spirit the practice of value addition thus maximising both employment and contribution to the exchequer.

Pursuant to a communication from the District Collector, mining activity at one of the captive chrome ore mines operated by the Company has been kept in abeyance w.e.f 17th February 2012 and all necessary steps are being taken to restart operations as soon as possible.

Keeping in mind the importance of raw material security particularly in view of plans to further expand smelting capacity, your Directors will pursue the allotment of balance 50% area and shall take all necessary steps to protect your Company's interests.

LISTING

The equity shares of your Company are listed on Bombay Stock Exchange Limited (stock code : 533047) and National Stock Exchange of India Ltd (stock symbol : IMFA). The Annual Listing Fee for the year 2012-13 has been paid.

AWARDS & RECOGNITIONS

Your Company has been awarded the prestigious 'Star Performer: Large Enterprise' in the Ferro Alloys product group by EEPC India Eastern Region for its outstanding performance during the year 2009-10 & 2010-11.

ENERGY CONSERVATION, ETC.

The information required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in an annexure hereto forming part of this report.

SUBSIDIARY COMPANIES

Indian Metals & Carbide Ltd, a subsidiary of your Company, has reported a loss of Rs 79.26 lakhs during 2011-12 as against a profit of Rs 0.17 lakh during the previous year. During the year under review, an undertaking comprising of the lease land of 5 acres along with buildings & structures standing thereon besides other materials and assets situated at Mouza: Dhepaguda, Tahsil: Rayagada along with all their respective assets & liabilities have been transferred to the Company on a going concern basis. In view of the loss, the Board of Directors of the said Company have not proposed any dividend.

Utkal Green Energy Limited, a subsidiary of your Company which started its operation during the year under review, has transferred its undertaking comprising of (a) a completed Fly Ash Brick Plant; (b) a Fly Ash Brick Plant under construction; (c) a Light Weight Aggregate Plant under construction together with their respective assets & liabilities on a going concern basis to the Company.

During the year under review your Directors have approved the proposal to wind up its wholly owned subsidiary Indmet (Mauritius) Limited and winding up formalities are being complied with as required under the laws of Mauritius. The final notice of dissolution of the said Company in the Government Gazette is awaited.

Your Company has acquired 70% stake in an Indonesian coal mine Pt Sumber Rahayu Indah through its step-down subsidiary incorporated in Singapore. It is not possible to quantify the total reserves and estimated amount of investment at the moment as detailed assessment is yet to be carried out in this regard.

Utkal Power Ltd, Utkal Coal Ltd, IMFA Alloys Finlease Ltd, Indmet Mining Pte Ltd, Singapore and Pt Sumber Rahayu Indah (SRI), Indonesia, all subsidiaries of your Company, are yet to begin operations.

The statement as required under Section 212 of the Companies Act, 1956 in respect of the subsidiaries of the Company is annexed and forms an integral part of this Report. The consolidated financial statements of the Company and its subsidiary companies, prepared in accordance with Accounting Standard (AS)-21 "Consolidated Financial Statements" prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report and Accounts.

In terms of the general exemption granted by the Central Government under Section 212 (8) of the Companies Act, 1956 the Audited Balance Sheets as at 31st March 2012 in respect of the subsidiaries of the Company have not been attached to the Balance Sheet of the Company. However, the requisite information for each subsidiary has been disclosed and the annual accounts of the subsidiary companies and the related detailed information will be made available to the investors of the Company/subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary companies will also be kept for inspection by any investor in your Company's Registered Office and that of the subsidiary company concerned.

NEW PROJECTS

Your Directors are pleased to inform that the 30 MW dual fuel power plant was commissioned in August 2011 and is in operation. However, several shortcomings / defects have been noticed which need to be rectified in order to achieve design parameters including operating at full load. Since the EPC Contractor could not attend to the same in a timely manner despite ample opportunity being given in this regard, your Company has taken over the project and is doing the needful at the risk and cost of the EPC Contractor.

The commissioning of the 2 x 60 MW Captive Power Plant has got delayed primarily on account of the delay in completion of the coal & ash handling system. However, construction and pre-commissioning activities in certain areas are on in full swing and the unit is expected to be commissioned in September 2012.

The captive coal mine project being taken up by Utkal Coal Ltd, an SPV in which your Company has a 74% stake, is at an advanced stage with all statutory approvals being in place. Other activities like displacement of affected people and acquisition of land for railway siding to evacuate coal is also underway. As such, your Directors are hopeful that the mining lease will be executed shortly and operations will commence within the current calendar year.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. However, as per provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Offi ce of the Company.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the year under review.

OBSERVATIONS OF THE AUDITORS

Observations of the Auditors on the annual accounts of the Company have been dealt with in the Notes to the Accounts annexed as Note '26' which are self-explanatory.

DIRECTORATE

Mr G L Tandon, Mr D Bandyopadhyay, Mr J K Misra and Prof S Acharya, Directors, retire by rotation at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment.

However, Mr G L Tandon has expressed his intention not to seek re-appointment on health grounds. The Members of the Board and the Management place on record their deep appreciation of the services rendered by Mr Tandon during his tenure as Member of the Board and wish him all the best. Further, the Board and the Management also convey their gratitude to Mr S K Pattanaik who served as an alternate to Mr Alex Amrein from 16th July 2011 till 23th November 2011.

The proposals regarding the re-appointment of Mr Bandyopadhyay, Mr Misra and Prof Acharya as Directors are placed for your approval along with brief resumÃÂ© / details which are furnished in the Explanatory Statement to Notice for the ensuing Annual General Meeting as required under the Code of Corporate Governance.

DISCLOSURE PURSUANT TO CLAUSE 5A OF LISTING AGREEMENT

Pursuant to insertion of clause 5A in listing Agreement the details in respect of the shares lying in the Indian Metals & Ferro Alloys Limited - Unclaimed Suspense Account (Promoter Group & Non-promoter Group) till 31st March 2012 are as under.

Sl. No. of No. of No. Description shareholders shares

i) Aggregate number of shareholders and 0 0 the outstanding shares in the unclaimed suspense account lying as on 1st April 2011

ii) Number of shareholders who approached the Company for 6 37 transfer of shares from unclaimed suspense account during the year 2011-12

iii) Number of shareholders to whom shares were transferred from 6 37 unclaimed suspense account during the year 2011-2012

iv) Aggregate number of shareholders and the outstanding shares in the 7141 110480 unclaimed suspense account lying as on 31st March 2012

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 claims the shares.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions under section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that they had 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 had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) that they had prepared the annual accounts of the Company for the financial year ended 31st March 2012 on a going concern basis.

AUDITORS

M/s Raghu Nath Rai & Co, Chartered Accountants, the Auditors of the Company who are to retire at the ensuing Annual General Meeting, being eligible offer themselves for re-appointment. The Company has received a certificate to the effect that their re-appointment, if made, shall be within the limits prescribed u/s 224 (1B) of the Companies Act, 1956.

COST AUDITORS

Pursuant to provisions of Section 233B of the Companies Act,1956 and with prior approval of Central Government M/s S.C Mohanty & Associates, Cost Accountants, were appointed to conduct audit of cost records of the Company for the year ended 31st March 2012. Cost Audit Reports would be submitted to the Central Government within prescribed time.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a report on the Corporate Governance, a Management Discussion and Analysis, Auditors' Certificate regarding compliance of conditions of Corporate Governance and CEO & CFO certification have been made a part of the Annual Report.

INDUSTRIAL RELATIONS

During the year under review, industrial relations at the Company's plants situated at Therubali and Choudwar as well as at the Mines remained cordial.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation of the devoted services rendered by the entire workforce during the year under review. Further, your Directors also appreciate the support received from Term Lenders and Working Capital Bankers. Last but certainly by no means least, your Directors would like to thank shareholders, customers and the public at large for their continued support and confidence.

For and on behalf of the Board

Place: New Delhi Baijayant Panda Subhrakant Panda

Date : 5th May 2012 Vice Chairman Managing Director

Mar 31, 2011

The Directors are pleased to present the 49th Annual Report together with Audited Statement of Accounts of the Company for the financial year ended 31st March 2011

FINANCIAL RESULTS

(Rs in Crore)

2010-11 2009-10

1. Gross sales: 1052.15 601.23

Less : Excise Duty 11.67 8.64

Net Sales 1040.48 592.59

2. Other Income 37.56 29.63

Total Revenue 1078.04 622.22

3. Profit before interest depreciation and taxation 349.61 142.27

4. Interest 54.10 44.39

5. Depreciation 41.85 40.39

6. Profit before Tax 253.66 57.49

7. Tax including Deferred Tax 88.22 16.48

8. Profit after Tax 165.44 41.01

9. Balance brought forward from previous year 200.81 179.30

10. Amount available for appropriation 366.25 220.31

11. Interim Dividend (including Tax on dividend) 15.35 -

12. Proposed dividend (including Tax on dividend) 15.30 15.40

13. Transfer to General Reserve 16.55 4.10

14. Balance carried forward 319.05 200.81

The revival in demand for commodities helped your Company post gross sales of Rs 1052.15 crores during the year under review representing a 75% increase (previous year : Rs 601.23 crores) while profit before nterest depreciation & taxes increased by 146% to Rs 349.61 crores (previous year : Rs 142.27 crores) and profit after tax increased by 303% to Rs 165.44 crores (previous year : Rs 41.01 crores)

DIVIDEND

Your Company had paid an interim dividend of 50% (Rs 5/- per share) in November 2010 and the Board of Directors is pleased to recommend a final dividend of 50% (Rs 5/- per share) taking the aggregate dividend to 100% (Rs 10/- per share).

OPERATIONS

Ferro Alloys :

The production of ferro chrome during the year under review increased by 38% to 179,850 tonnes (previous year : 130,758 tonnes) in line with the improvement in demand and consequent to the commissioning of the sixth furnace (30 MVA). However, production of ferro silicon remained suspended even as your Company evaluates the capital expenditure required in order to start producing ferro chrome in the furnace which is currently shut-down.

Electricity :

During the year under review your Company generated 774 million units of electricity (previous year : 726 mus) which translates to a plant load factor of 88.35% on MER basis and sold 47.47 mus to Gridco at an average rate of Rs 3.15 per unit.

Mining :

The total quantum of chrome ore raised from your Companys mines for captive use amounted to 427,973 tonnes during the year under review (previous year : 282,836 tonnes) which was an increase of 51%. It is pertinent to note here that your Company has consistently followed in letter and spirit the practice of value addition thus maximising both employment and contribution to the exchequer.

Keeping in mind the importance of raw material security particularly in view of plans to further expand smelting capacity, your Directors will pursue the allotment of balance 50% area and shall take all necessary steps to protect your Companys interests.

LISTING

The equity shares of your Company are listed on Bombay Stock Exchange Limited (stock code : 533047) and the Annual Listing Fee for the year 2011-12 has been paid.

Your Companys shares have also been listed on National Stock

Exchange of India Ltd (stock symbol : IMFA) and trading commenced w.e.f. 23rd July 2010. Annual Listing Fee for the year 2011-12 has been paid.

REDUCTION OF SHARE CAPITAL

Pursuant to the Composite Scheme of Arrangement & Amalgamation 864,902 shares were allotted to Erstwhile ICCL Shareholders Trust and made available by the Trustees at Rs 50/- per share to small shareholders. However, despite several extensions / reminders, only 515,436 shares were subscribed with the balance 349,466 shares remaining unsubscribed. The Company filed a petition before the Honble Orissa High Court under Section 392 of the Companies Act, 1956 seeking approval to modify the Scheme of Arrangement & Amalgamation and confirming the reduction of share capital by way of cancelling 349,466 equity shares of Rs 10/- each held by Erstwhile ICCL Shareholders Trust. The petition was approved by the Honble High Court of Orissa vide its order dated 16th March 2011 and registered with the Registrar of Companies (ROC), Orissa on 01st April 2011. Accordingly the paid up equity share capital stands reduced from Rs 26,32,65,190/- (Rupees twenty six crore thirty two lakhs sixty five thousand one hundred ninety only) divided into 2,63,26,519 equity shares of Rs 10/- each to Rs 25,97,70,530/- (Rupees twenty five crore ninety seven lakhs seventy thousand five hundred thirty only) divided into 2,59,77,053 equity shares of Rs 10/- each with effect from 01st April, 2011. Several shareholders have subsequently challenged the reduction of share capital before a Division Bench of the Honble Orissa High Court and the matter has been reserved for judgement.

JOINT VENTURE WITH POSCO

Your Company has signed a Joint Venture (JV) Agreement with POSCO on 18th January 2011 wherein the newly commissioned 30 MVA furnace will be transferred to the JV Company and then leased back to IMFA for operating and supplying the entire production of ferro chrome to POSCO. In addition, POSCO will also purchase 50,000 tonnes per annum of ferro chrome from the Company under a long term supply agreement valid for five years and renewable by mutual consent thereafter.

AWARDS & RECOGNITIONS

Your Company has been awarded the prestigious Top Exporter from Eastern Region for the year 2008-09 (Silver Trophy) in the Large Enterprise Category by EEPC India for its outstanding export performance during the year 2008-09.

Your Company has also been awarded the prestigious FIEO Niryat Shree Award for the year 2008-09.

ENERGY CONSERVATION, ETC.

The information required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in an annexure hereto forming part of this report.

SUBSIDIARY COMPANIES

Indian Metals & Carbide Ltd, a subsidiary of your Company, has reported a profit of Rs 17,012/- during 2010-11 as against a net loss of Rs 1.24 lakhs during the previous year. In view of inadequate profit, the Board of Directors of the said Company have not proposed any dividend.

Utkal Power Ltd, Utkal Coal Ltd, IMFA Alloys Ltd, Indmet (Mauritius) Ltd, Indmet Mining Pte. Ltd, Singapore and Utkal Green Energy Ltd, all subsidiaries of your Company, are yet to begin operations. Hence, no Profit & Loss Account has been prepared for any of these entities.

The statement as required under Section 212 of the Companies Act, 1956 in respect of the subsidiaries of the Company is annexed and forms an integral part of this Report. The consolidated financial statements of the Company and its subsidiary companies, prepared in accordance with Accounting Standard (AS)-21 "Consolidated Financial Statements" prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report and Accounts.

In terms of the general exemption granted by the Central Government under Section 212 (8) of the Companies Act, 1956 the Audited Balance Sheets as at 31st March 2011 in respect of the subsidiaries of the Company have not been attached to the Balance Sheet of the Company. However, the requisite information for each subsidiary has been disclosed and the annual accounts of the subsidiary companies and the related detailed information will be made available to the investors of the Company/subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary companies will also be kept for inspection by any investor in your Companys Registered Office and that of the subsidiary company concerned.

NEW PROJECTS

Completion of the 30 MW dual fuel power plant has got inordinately delayed due to a variety of reasons and is a matter of great concern. However, the primary focus now is to commission the unit expeditiously and start generating electricity. All necessary steps are being taken in this direction and your Directors are hopeful that the unit will be commissioned by June 2011.

Meanwhile, construction activities pertaining to the 2 x 60 MW Captive Power Plant is going on in full swing and the progress till date is satisfactory. As such, the project is on track to be completed by the last quarter of the current financial year.

Finally, the captive coal mine project being taken up by Utkal Coal Ltd, an SPV in which your Company has a 74% stake, is at an advanced stage with all statutory approvals except forest clearance being in place. Stage I clearance has already been received and considerable progress has been made towards getting Stage II clearance which is expected shortly. Other activities like displacement of affected people and acquisition of land for captive railway siding to evacuate coal is also underway. As such, your Directors are hopeful that the mining lease will be executed within the calendar year and operations will commence shortly thereafter.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors Report. However, as per provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the year under review. However, unclaimed deposits pending repayment amounting to Rs 0.02 crore was paid during the year under review.

OBSERVATIONS OF THE AUDITORS

Observations of the Auditors on the annual accounts of the Company have been dealt with in the Notes to the Accounts annexed as Schedule N which are self-explanatory.

DIRECTORATE

Mr Alex Amrein, Mr S P Mathur and General Shankar Roychowdhury, Directors, retire by rotation at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment. The proposals regarding their re-appointment as Directors are placed for your approval. Mr S K Pattanaik, was appointed as Alternate Director to Mr Alex Amrein w.e.f 21st July 2010 till 23rd January 2011. The Directors convey their gratitude to Mr Pattanaik for his invaluable contribution during his tenure.

Brief resume/details relating to Directors who are to be 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.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions under section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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, 1956 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, 2011 on a going concern basis.

AUDITORS

M/s Raghu Nath Rai & Co, Chartered Accountants, the Auditors of the Company who are to retire at the ensuing Annual General Meeting, being eligible offer themselves for re-appointment. The Company has received a certificate to the effect that their re-appointment, if made, shall be within the limits prescribed u/s 224 (1B) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a report on the Corporate Governance, Management Discussion and Analysis, Auditors Certificate regarding compliance of conditions of Corporate Governance and CEO & CFO certification have been made a part of the Annual Report.

INDUSTRIAL RELATIONS

During the year under review, industrial relations at the Companys plants situated at Therubali and Choudwar as well as at the Mines remained cordial.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation of the devoted services rendered by the entire workforce during the year under review. Further, your Directors would also like to recognise and appreciate the support received from Term Lenders and Working Capital Bankers. Last but certainly by no means least, your Company would like to thank its shareholders, customers and the public at large for their continued support and confidence.

For and on behalf of the Board

Place: New Delhi Baijayant Panda Subhrakant Panda

Date : 3rd May 2011 Vice Chairman Managing Director

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