Directors' Report

Your Directors are pleased to present the 60th Annual Report and the Audited Financial Statements of the Company for the financial year ended 31st March, 2022.

Financial Results

Your Company achieved several financial milestones during the year under review due to good operational performance combined with better price realisation. Revenue from operations touched at all time high of Rs.2,602.95 (previous year: Rs.1,844.23 crores) inclusive of record foreign exchange earnings of Rs.2,441.71 crores (previous year: Rs.1,705.29 crores), leading to EBIDTA of Rs.828.83 crore (previous year: Rs.389.03 crore) and Profit after Tax of Rs.507.87 crores (previous year: Rs.166.75 crores).

Although input costs such as metallurgical coke and thermal coal have gone up, ferro chrome prices too are holding firm thereby protecting margins; demand continues to be strong and we also have the benefit of long term arrangements with several leading stainless steel producers.

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 26th October 2021 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 2021-22. Interim dividend was paid to the shareholders as per their entitlement as on the Record Date i.e. 9th November, 2021.

Final Dividend

In view of the excellent performance during the year under review, your Directors are pleased to recommend a final dividend of Rs.7.50/- per equity share (@ 75%) of face value of Rs.10/- each for the year ended 31st March, 2022, 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.12.50/- per equity share for FY 2021-22.

Bonus Issue

The Company has issued bonus shares and allotted 2,69,77,053 bonus equity shares of face value of Rs.10/- each in ratio of 1:1 (i.e. one equity share for every one equity share already held) to the Members on 11th January, 2022. With this allotment, the total issued and paid-up capital of the Company has increased to Rs.53,95,41,060/- comprising of 5,39,54,106 equity shares of face value of Rs.10/- each.

State of Company's Affairs Operations

The production of ferro chrome during the year under review was at 246,175 tonnes (previous year: 259,942 tonnes) while electricity generation stood at 1,085 MUs including 5.80 MUs from solar (previous year: 1,014 MUs including 6.51 MUs from solar) and chrome ore raising was 559,356 tonnes (previous year: 521,820 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.

Expansion Project

Our record performance in the fiscal has enabled us to prepay long term debt thereby strengthening the Balance Sheet ahead of our proposed 100,000 tonnes per annum ferro chrome expansion at Kalinga Nagar. The State Government has already allotted 124.26 acres land for the project for which payment has been made and possession is expected before the end of the year. Meanwhile, a project team has been formed and steps are being taken to expedite progress.

Simultaneously, steps are also being taken to increase captive ore raising from Sukinda and Mahagiri Mines in phases to 1.2 million tonnes by FY30 to meet the needs of the Kalinga Nagar project and future expansion.

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 http://www. imfa.in/pdfs/Annual-Return-2020-21.pdf.

Number of Meetings of the Board

The Board met five times in financial year 2021-22 viz. on 9th June, 2021, 24th July, 2021, 26th October, 2021, 26th November, 2021 and 27th January, 2022. 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 31st March, 2022, 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, 2022 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 and they hold highest standards of integrity.

Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached in the format prescribed as Annexure- 1 and forms integral part of the Annual Report.

Policy on Directors' Appointment and Remuneration

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

During the year under review, 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.

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 in 57th Annual General Meeting held on 17th July, 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 57th Annual General Meeting till the conclusion of 62nd 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.

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

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 2022-23 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 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 1st September 2021. The Company has maintained the cost records as specified under subsection (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 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 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 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)

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 CompaniesAct, 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:

* Retired on 27th October 2021 **Retired on 25th July 2021

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

iii) the percentage increase in the median remuneration of employees in the financial year: 13.12

iv) the number of permanent employees on the rolls of company: 2,092

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 : 56th

Percentile increase in the managerial remuneration : 70th

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 Rs.102,00,000/- (Rupees One Crores and Two Lakhs only) during the financial year or Rs.850,000/- (Rupees Eight Lakhs 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- 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.

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

Major Rabinarayan Misra (DIN: 00146138) retired from Independent Directorship of the Company w.e.f. 25th July, 2021 consequent to completion of his second term, and the Board placed on record its appreciation of the valuable service rendered by him. We mourn his sad demise thereafter and recognise his immense contribution over the years first as part of Management and then as a Director culminating in his appointment as Non-Executive Chairman. Mr Jayant Kumar Misra (DIN: 00146526) ceased to be a Director of the Company with effect from 27th October, 2021 consequent upon completion of his term. The Board placed on record its appreciation of the valuable service rendered by him.

The second term of Mr Nalini Ranjan Mohanty (DIN: 00237732), Independent Director was completed on 25th July, 2021. Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors re-appointed Mr Mohanty as Non- Executive NonIndependent Director and designated him as Chairman of the Company with effect from 26th July, 2021 which was approved by the shareholders of the Company through Postal Ballot on 4th September, 2021.

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 28th October, 2021. Further, Mr C R Ray (DIN: 00241059) was re-appointed as Whole-time Director for a further period of 3 years with effect from 31st January, 2022. Their terms of appointment were approved by the members on 4th September, 2021 through e-voting/postal ballot.

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

The Board opines that the Independent Directors 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 Rs.11,38,763/-, being the unpaid and unclaimed dividend amount pertaining to FY 2013-14 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

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.

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. During the year, the Company has received one complaint of sexual harassment and the enquiry by the Internal Complaints Committee is in progress. 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.

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 and its Committees which have mandatory application.

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.