IIT Investrust Limited

Disclosure in board of directors report explanatory

IFGL Exports Limited

CIN U51909WB2007PLC118407

Directors Report to the Shareholders

Your Directors have the pleasure in presenting your Companys Seventh Annual Report together with Statement of Profit and Loss for financial year ended on 31st March, 2014 and the Balance Sheet as on that date and Notes and Reports forming part thereof.

Financial Performance and Outlook for future

Performance of your Company for financial year 2013-14 has been very satisfactory. Stabilizing the quality of ISOSTATIC Refractories in a new production facility is very crucial and time consuming. Your Directors are very pleased to report that this has stabilized during the financial year. There has also been a substantial increase in production and dispatches compared to that in period ended on 31st March, 2013. Financial performance achieved for financial year 2013-14 is as follows.

	Rs. in lacs
Total Revenue	4,003.32
Total Expenditure	3,656.03
EBIDTA	1,021.29
PBT	347.29
EPS (Rs)	16.08

Total Revenue increased by Rs. 309.09 millions (338.7 %). Profit before Tax is Rs. 34.73 millions whereas there has been loss of Rs. 57.21 millions for previous year.

Your Directors are confident that aforesaid trend will continue during financial year 2014-15 barring any unforeseen circumstances. Your Directors are also very pleased to report that your Company has already taken steps to debottlenecking and expanding to double the production facilities.

During financial year 2013-14, four meetings of your Directors were held and attendance thereat was as follows:

Name of Directors	Attended
Mr S K Bajoria	4
Mr P Bajoria	3
Mr Hisatake Okumura	1
Mr K S B Sanyal	4
Mr Kamal Sarda	4

Internal financial controls are adequate and commensurate with size and level of operation of your Company

Directors Responsibility Statement

Your Directors state that

a) in preparation of the annual accounts, the applicable Accounting Standards have been followed.;

b) accounting policies selected and applied are consistent and judgments and estimates made are 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 and loss of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) had prepared the annual accounts on a Going Concern basis; and

e) have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Directors

Mr K S B Sanyal, being Independent Director of your holding Company, is also a Director of your Company. Provisions of Section 149 of the Act read with Rule 4 of the Companies (Appointment and Qualification of Directors ) Rules, 2014 to the extent dealing with Independent Directors are not applicable to your Company. Although your Company has in place a Nomination and Remuneration Committee, provisions of Section 178 of the Act inter alia dealing with the same and Section 177 dealing with Audit Committee read with Rule 6 of the Companies (Meetings of Board) Rules, 2014 are not applicable.

Validity of appointment of Mr Kamal Sarda as Director and Chief Executive Officer of the Company will end on 31st March, 2015. Nomination and Remuneration Committee of your Directors has recommended that he is re-appointed to said office for a period of three years on and from 1st April, 2015.

Director, Mr P Bajoria will retire by rotation at forthcoming Annual General Meeting and he being eligible, has offered himself for re-appointment for further period. Resolutions for the purpose aforesaid are included in Notice of forthcoming Annual General Meeting and your Directors recommend passing thereof.

Corporate Social Responsibility

Although provisions of Section 135 inter alia dealing with Corporate Social Responsibility are not applicable, your Company will carry out CSR activities in co-ordination with its holding company.

Related Party Transactions

Your Company effect sales and purchases of goods and supply and avail services etc to and from related parties in its ordinary course of business, which are at arms length. Accordingly, provisions of Section 188 of the Act and Rules framed thereunder are not applicable. Nevertheless, as an abundant precaution, a Special Resolution for your approval following provisions of Section 188 read with Rule 15(3) of the Companies (Meetings of Board) Rules, 2014 has been included in the Notice of the forthcoming Annual General Meeting.

Your Company is a 51% subsidiary of IFGL Refractories Ltd. Bajoria Holdings Pvt Ltd is the ultimate Holding Company. Particulars of Fellow Subsidiaries, Enterprises in which Key Management Personnel have significant influence, Key Management Personnel and all transactions your Company had with said related parties are also given in audited statement of accounts.

Statutory Auditors Report and their Re-appointment

Report of Statutory Auditors, M/s Rupa & Co, Chartered Accountants on audited statements for financial year 2013-14 is annexed therewith and is self explanatory. Said report do not contain any qualification.

M/s Rupa & Co, Chartered Accountants will cease to be Statutory Auditors of your Company on conclusion of forthcoming Annual General Meeting. They have expressed their unwillingness to be re-appointed for further period. Your Directors place on record sincere appreciation for professional services and guidance provided by them especially in formative years of your Company.

Your Directors recommend that M/s Deloitte Haskins & Sells (Regn No. 302009E), Chartered Accountants are appointed as Statutory Auditors of the Company for five financial years on and from financial year 2014-15 and their remuneration is decided. Deloitte Haskins & Sells has expressed their willingness in writing to be so appointed.

Secretarial Compliance Certificate

In terms of proviso to Section 383A(1) of the Companies Act, 1956, Secretarial Compliance Certificate from Company Secretaries, M/s M Rathi & Co is attached herewith and form part of this Report of your Directors.

Disclosures including about Employees

Information to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the Year 2013-2014 is given in Annexure A.

During financial year 2013-14, none of the employees of your Company received remuneration, which has been in excess of Rs. 5 lacs per month or Rs. 60 lacs per year. Your Company also did not import technical know-how. For particulars of foreign exchange earnings and outgo, reference is drawn to Notes forming part of enclosed audited financial statements

Acknowledgement

Yours Directors place on record their sincere appreciation for the support received from all concerned more particularly Kandla Special Economic Zone Authority, Export Import Bank of India, HDFC Bank Ltd and ICICI Bank Ltd and more particularly employees.

	On behalf of the Board of Directors	On behalf of the Board of Directors
	IFGL Exports Limited	IFGL Exports Limited
Kolkata	P Bajoria	Kamal Sarda
9th May, 2014	Director	Director and Chief Executive

Annexure 'A' to Directors Report

Form A

Disclosure of particulars with respect to conservation of energy

Particulars	For the year ended 31st March, 2014	For the period ended 31st March, 2013
A.	Power & Fuel Consumption
	1	Electricity
		a)	Purchased
			Units (KWH)	1,418,024	1,000,368
			Total Amount (Rs. in lacs)	89.03	59.19
			Rate/Unit (Rs.)	6.28	5.92
		b)	Own Generation
			i) Through Diesel Generator
			Units (KWH)	10,416	6,120
			Units per Ltr of Diesel Oil	1.55	2.35
			Cost/Unit (Rs.)	36.56	20.87
			ii) Through Steam Turbine/Generator
			Units (KWH)	Nil	Nil
			Units per Ltr of Diesel Oil	Nil	Nil
			Cost/Unit (Rs.)	Nil	Nil
	2		Coal (Specify quality and where used)
			Quantity	Nil	Nil
			Total Cost	Nil	Nil
			Average rate	Nil	Nil
	3		LDO
			Quantity (Kilo Ltr)	Nil	Nil
			Total Cost (Rs. in lacs)	Nil	Nil
			Average Rate (Rs./Ltr)	Nil	Nil
	4		LPG
			Quantity (MT)	220.81	106.11
			Total Cost (Rs. in lacs)	154.14	70.15
			Average Rate (Rs./MT)	69.81	66.11
	5		Others/Internal generation
			Quantity	Nil	Nil
			Total Cost	Nil	Nil
			Rate/Unit	Nil	Nil
B.			Consumption per unit of production
	a)		Products-Refractories
			Electricity (KWH/Pc)	20.39	40.78
			LDO (Ltrs/Pc)	Nil	Nil
			Coal	Nil	Nil
			LPG (Kgs/Pc)	3.17	4.33
			HSD (Ltrs/Pc)	0.10	0.11

Details regarding energy conservation

Annexure 'A' to Directors Report

Form A

Disclosure of particulars with respect to conservation of energy

Particulars	For the year ended 31st March, 2014	For the period ended 31st March, 2013
A.	Power & Fuel Consumption
	1	Electricity
		a)	Purchased
			Units (KWH)	1,418,024	1,000,368
			Total Amount (Rs. in lacs)	89.03	59.19
			Rate/Unit (Rs.)	6.28	5.92
		b)	Own Generation
			i) Through Diesel Generator
			Units (KWH)	10,416	6,120
			Units per Ltr of Diesel Oil	1.55	2.35
			Cost/Unit (Rs.)	36.56	20.87
			ii) Through Steam Turbine/Generator
			Units (KWH)	Nil	Nil
			Units per Ltr of Diesel Oil	Nil	Nil
			Cost/Unit (Rs.)	Nil	Nil
	2		Coal (Specify quality and where used)
			Quantity	Nil	Nil
			Total Cost	Nil	Nil
			Average rate	Nil	Nil
	3		LDO
			Quantity (Kilo Ltr)	Nil	Nil
			Total Cost (Rs. in lacs)	Nil	Nil
			Average Rate (Rs./Ltr)	Nil	Nil
	4		LPG
			Quantity (MT)	220.81	106.11
			Total Cost (Rs. in lacs)	154.14	70.15
			Average Rate (Rs./MT)	69.81	66.11
	5		Others/Internal generation
			Quantity	Nil	Nil
			Total Cost	Nil	Nil
			Rate/Unit	Nil	Nil
B.			Consumption per unit of production
	a)		Products-Refractories
			Electricity (KWH/Pc)	20.39	40.78
			LDO (Ltrs/Pc)	Nil	Nil
			Coal	Nil	Nil
			LPG (Kgs/Pc)	3.17	4.33
			HSD (Ltrs/Pc)	0.10	0.11

Details regarding foreign exchange earnings and outgo

For particulars of foreign exchange earnings and outgo, reference is drawn to Notes forming part of enclosed audited financial statements.

Expenditure in Foreign Currency

Particulars	Year Ended	Year Ended
	31-Mar-2014	31-Mar-2013
Foreign Travel	58.39	242.28
Interest	3,769.00	2,663.64
Commission	4,515.86	-
Professional Fees	80.57	-
Total	8,423.82	2,905.92

Earnings in Foreign Exchange

Particulars	Year Ended	Year Ended
	31-Mar-2014	31-Mar-2013
FOB value of Exports	373,620.05	59,880.84
Total	373,620.05	59,880.84

Particulars of employees as per provisions of section 217

During financial year 2013-14, none of the employees of your Company received remuneration, which has been in excess of Rs. 5 lacs per month or Rs. 60 lacs per year

Disclosures in director’s responsibility statement

Your Directors state that

a) in preparation of the annual accounts, the applicable Accounting Standards have been followed.;

d) had prepared the annual accounts on a Going Concern basis; and

e) have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Director's comments on qualification(s), reservation(s) or adverse remark(s) of auditors as per board's report