Ismt LTD (2018-2019)
Ismt LTD (2018-2019)
Ismt LTD (2018-2019)
2018-19
History
PHYSICAL SUMMARY 1977 - 1980
ISMT began life as ‘The Indian Seamless Metal Tubes Limited’. Incorporated on 29th July 1977 as a public limited
company, raised Rs. 45 lacs through Initial Public Offering and commenced production of Seamless Tubes in the
year 1980 with an installed capacity of 15,000 MTPA.
1985
Seamless Tube manufacturing capacity increased to 30,000 MTPA.
1992
Seamless Tube manufacturing capacity further increased to 50,000 MTPA.
Promoted ‘Indian Seamless Steels and Alloys Ltd.’ (ISSAL) to produce 1,50,000 MTPA Alloy Steel giving the
Company better control over product quality as well as deliveries.
Successfully completed Public Issue of ISSAL which was hugely oversubscribed.
1993-1994
Rights issue of Rs. 28 Crore in the year 1993 followed by rights issue of Rs. 58 Crore, for modernization and tech-
nology upgradation of Seamless Tube plant.
Seamless Tubes & Technologies (India) Ltd, a group Company amalgamated with the Company.
‘Indian Seamless Steels and Alloys Ltd.’ (ISSAL) commenced commercial production of Steel Rounds.
1998
Steel manufacturing capacity at ISSAL increased to 190,000 MTPA.
1999
Merged into Kalyani Seamless Tubes Ltd., (KSTL), a competing Seamless Tube manufacturer with 90,000 MTPA
capacity. The combined entity, which retained the name The Indian Seamless Metal Tubes Ltd., not only had a
larger capacity (1,58,000 MTPA) but also a much wider size range (from 6 mm to 273 mm).
2004-2005
Steel manufacturing capacity at ISSAL increased from 190,000 MTPA to 250,000 MTPA.
‘The Indian Seamless Metal Tubes Ltd.’ and ‘Indian Seamless Steels and Alloys Ltd.’ merged to form ‘ISMT Ltd’.
Exports cross Rs. 100 Crore mark.
2006 - 2007
Raised USD 20 Million through Foreign Currency Convertible Bonds issue.
Acquired Structo Hydraulics AB (based in Storfors, Sweden), Europe’s leading supplier of tubes and engineering
products for the hydraulic cylinder industry.
2010
ISMT added a PQF Mill, increasing its tube making capacity to 465,000 MTPA.
Simultaneously, Steel making capacity was increased from 250,000 MTPA to 350,000 MTPA.
2011
Exports cross Rs. 500 Crore mark.
Redeemed Foreign currency convertible Bonds (FCCB’s) amounting to USD 20 Million along with redemption
premium.
2012
Commissioned 40 MW Captive Power Plant located at Chandrapur district (Maharashtra).
2013
Raised long term working capital loans of Rs. 235 Crore.
2014
Operations of Captive Power Plant were suspended due to non-availability of coal & denial of energy banking
facilities by MSEDCL.
Leavy of Safeguard Duty on imports of seamless tubes into India.
JLF approved and disbursed Corporate Term Loans of Rs. 405 Crore under corrective Action Plan
2016
Levy of Anti-Dumping Duty for a period of 5 years on imports of seamless tubes from China.
Annual Report 2018-19
COMPANY INFORMATION
Board of Directors
Company Secretary
Chetan Nathani
Bankers / Lenders
Indian Overseas Bank State Bank of India
Bank of Baroda IKB Deutsche Industrie Bank AG
ICICI Bank Limited Edelweiss Asset Reconstruction Co. Ltd.
Andhra Bank Asset Reconstruction Company (India) Ltd. (ARCIL)
Central Bank of India SC Lowy Primary Investment Limited
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Directors’ Report
To the Members of ISMT Limited Rs. 541 Crores in 2018-19 while external sales also went up by
Your Directors present herewith the Twenty First Annual Report 20% from Rs. 402 Crores in 2015-16 to Rs. 478 Crores in 2018-
& Audited Financial Statements of the Company for financial 19 despite the slow down in the Auto Industry.
year ended March 31, 2019. FINANCE
FINANCIAL HIGHLIGHTS The turnover of the Company doubled over last 3 years from Rs.
The Company had undergone a very difficult period in last 968 Crores in 2015-16 to Rs. 1,795 Crores in 2018-19. EBIDTA
few years and peak net sales of Rs. 1,879 Crores in 2011- went up more steeply and EBIDTA in 2018-19 of Rs.120 Crores
12 dipped to Rs. 968 Crores in 2015-16 and the net profit of was more than thrice the EBIDTA in 2015-16 of Rs. 34 Crores.
Rs. 29 Crores dipped to net loss of Rs. 382 Crores during the said The cash loss in turn halved from Rs. 301 Crores in 2015-16 to
period. However, a remarkable turnaround has been achieved in Rs. 154 Crores in 2018-19.
last 3 years where the sales have gone back to the same level The Company has continued to be EBIDTA positive throughout
while the net loss also came down by 40% as can be seen from this period and the increasing EBIDTA is a positive for the Lenders
the following: of the Company. The Company is proposing to restructure its
debt on sustainable basis which, inter alia, could necessitate
Rs. in Crore downsizing of debt including interest. However, pending
Particulars Financial Year restructuring, the Company is required to provide full interest in
2018-19 2015-16 its books to comply with the relevant accounting standards and
Net Sales 1795.44 968.44 will give effect to the restructuring once it is implemented.
Gross Sales 2423.39 1331.28 FUNDS UTILIZATION
Profit/ (Loss) before Finance Charges, 119.87 33.65 The internal cash flows are mainly utilized for incremental
Depreciation, Amortization & Tax working capital requirements, essential maintenance capex and
(EBIDTA) other need based capex and also for payment to Lenders of the
Cash Profit/ (Loss) (154.35) (300.99) Company.
Gross Profit/ (Loss) (156.59) (246.47) The Company is also regular in payment of its statutory dues.
Profit/ (Loss) Before Tax (228.78) (372.82) DEBT RESOLUTION
Taxation - (9.39) The Company and the Bankers had been looking at various
Net Profit/ (Loss) (228.78) (382.21) options permitted by Reserve Bank of India Circular in force
Re-measurement Gains/ (Losses) on (0.84) - from time to time and has finally decided to explore assignment
Defined Benefit Plans of debt to Asset Reconstruction Company (ARC) as a Resolution
Total Comprehensive income for the (229.62) (382.21) Plan. Pursuant to the same, erstwhile Lead Bank viz. Indian
year Overseas Bank and other major Banks agregatating to about 71%
DIVIDEND have assigned their debt to ARCs with ARCIL acquiring most of
this debt. ARCIL has initiated the process for restructuring the
Your Directors are unable to recommend dividend for the year debt on a sustainable basis.
ended March 31, 2019 in view of the losses.
IMPORTS
RESERVES
An effective import duty levied in 2016 provided immediate and
No amount is proposed to be transferred to Reserves. much needed relief. After the initial dip, imports from China have
OPERATIONS again started increasing. There is also increase in non Chinese
There has been gradual improvement in utilization at all the imports. The Company will seek continuation and widening of
plants. Steel plant utilization has gone up from 38% in 2015-16 to the tariff regime to address increasing imports.
50% in 2018-19. There is a quantum jump in tube plant utilization ENERGY BANKING
which went up from 22% in 2015-16 to 48% in 2018-19. Captive Power Plant of the Company continued to be inoperative
MARKET throughout the year in the absence of banking facility from
Total tube sales went up from Rs. 566 Crores in 2015-16 to Rs. MSEDCL. The Company has contested the wrongful denial of
1,317 Crores in 2018-19 i.e. an increase of 133%. In fact the the banking facility and the Company’s appeal in this regard is
domestic sales increased 2.5 times from Rs. 456 Crores in 2015- pending in the Supreme Court.
16 to Rs. 1,122 Crores in 2018-19 while the exports sales nearly NON CORE ASSETS
doubled from Rs. 110 Crores in 2015-16 to Rs. 195 Crores in Captive Power Plant in Maharashtra had in the past been
2018-19. identified as asset held for sale. Given the continuing weakness
Steel despatches went up from Rs. 609 Crores in 2015-16 to Rs. in the economic environment, the Company does not foresee
1,020 Crores in 2018-19. Most of the increase was driven by the disposal of the same in the short term. Hence, it has been decided
captive sales which increased from Rs. 207 Crores in 2015-16 to to reclassify the said asset as non-current asset under the head
“Property, Plant & Equipment”.
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Annual Report 2018-19
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Directors’ Report (Contd.)
MANAGEMENT DISCUSSION & ANALYSIS AND NOMINATION & REMUNERATION POLICY
CORPORATE GOVERNANCE REPORT The Nomination & Remuneration Policy of the Company on
Pursuant to SEBI (LODR) Regulations, 2015 (Listing director’s appointment & remuneration including criteria for
Regulations), a separate section on Management Discussion & determining qualifications, positive attributes, independence of a
Analysis & Corporate Governance’ Report is forming part of this director & other matters is available on website of the Company
Report. at www.ismt.com.
The Managing Director & CFO have certified to the Board with The criteria for performance evaluation as laid down by the
regard to the financial statements & other matters as required Nomination & Remuneration Committee have been defined in
under Regulation 17(8) of the Listing Regulations. the Nomination & Remuneration Policy.
Certificate from Auditors of the Company regarding compliance Details pertaining to Section 197(12) of the Act read with Rules
of conditions of Corporate Governance is also annexed to this framed thereunder are forming part of this Report as Annexure
Report. ‘C’.
EXTRACT OF ANNUAL RETURN A statement showing details of employees in terms of Rule 5(2)
The extract of Annual Return in Form MGT-9 is forming part of and (3) of the Companies (Appointment and Remuneration of
this Report as Annexure ‘A’. Managerial Personnel) Rules, 2014 forms part of this Report.
However, in terms of Section 136 of the Act, the Annual Report
Further, the latest Annual Return of the Company in Form MGT-
excluding the aforesaid information is being sent to the members
7 is placed on website of the Company at www.ismt.com
and other entitled thereto. The said statement is available for
CONSERVATION OF ENERGY, TECHNOLOGY inspection by the Members at the Registered Office of the
ABSORPTION AND FOREIGN EXCHANGE EARNINGS Company during business hours on working days up to the date
& OUTGO of the ensuing AGM. If any Member is interested in obtaining a
Information required under Section 134(3)(m) of the Act is copy thereof, such Member may write to the Company Secretary
forming part of this Report as Annexure ‘B’. in this regard.
DIRECTORS’ RESPONSIBILITY STATEMENT SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 134(3)(c) read with Section Pursuant to Section 204 of the Act & Rules made thereunder
134(5) of the Act, your Directors make the following statement: the Board has appointed M/s. MRM Associates, Company
i) That in preparation of annual accounts, the applicable Secretaries as Secretarial Auditors to undertake Secretarial Audit
accounting standards have been followed along with proper of the Company for the period ended March 31, 2019.
explanation relating to material departures; The Report of the Secretarial Auditors in Form MR-3 is forming
ii) that the Directors have selected such accounting policies & part of this Report as Annexure ‘D’.
applied them consistently & made judgments & estimates, In respect of the Audit observations, following are the comments
that are reasonable & prudent so as to give a true & fair view of the Board:
of the state of affairs of the Company at end of financial i. Delay in submission of financial Results:
year March 31, 2019 and of the Loss of the Company for
Submission of the financial results got delayed only by 2
that period;
weeks due to delay in financials of foreign subsidiaries.
iii) That the Directors have taken proper and sufficient care
ii. Inadequate Board composition:
for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, Listing Regulations usually provide 3 months to fill vacancy
2013 for safeguarding the assets of the Company and for of independent directors.
preventing and detecting fraud and other irregularities; Accordingly, the Company within 3 months filled the
iv) That the Directors have prepared the annual accounts on a vacancy of Independent Director.
going concern basis; iii. Promoter shareholding not in demat form:
v) That the Directors had laid down internal financial controls One Promoter Group (holding 0.02% shares in physical
to be followed by the Company & that such internal financial form) was classified as such by virtue of being related to a
controls are adequate & were operating effectively; and former promoter of the Company.
vi) That the Directors had devised proper systems to ensure The Company proposes to take steps to reclassify the said
compliance with the provisions of all applicable laws and promoter group to public category.
that such systems were adequate and operating effectively.
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Annual Report 2018-19
5
Management Discussion and Analysis
Company Performance (F.Y. 2018-19): ISMT is predominantly engaged in the manufacturing of
specialty alloy and bearing Steel. The end user segments are largely
Total Revenue : Rs. 1832.04 Crore Bearing, Automotive, Engineering and Forging Customers apart
EBDITA : Rs. 119.87 Crore from some customers requiring steel for specialized application.
The fortunes of the specialty and alloy steel products is closely
Cash Profit/ (Loss) : Rs. (154.35) Crore
linked to automotive and auto component industry.
Profit/ (Loss) after Tax : Rs. (228.78) Crore
Captive Power Plant
The operations of the Captive Power Plant remained suspended
during the year on account of non-availability of energy banking
facility from Maharashtra State Electricity Distribution Company
Limited (MSEDCL).
MARKET
ISMT is a diversified value added Seamless Tube supplier
catering to following major industries:
a. Oil and gas : As casings & Tubings during oil/
gas exploration.
b. Power : In Boilers & Heat Exchangers
c. Construction Equip- : In mining and earth moving
ment equipment
Sales of Domestic and Export seamless tubes and pipes increased
by 31% and 51% respectively in the current year over previous d. Automotive & Gen- : Applications in two wheeler to
year. eral Engineering four wheeler as front forks, axel,
Steeling columns, Air bag system
Growth in Domestic demand and lower imports consequent on etc.
levy of Anti Dumping Duty on imports of the seamless tubes
and pipes from China resulted in Domestic seamless tube sales e. Bearings : Inner and outer races of Bearings
volumes increase over previous year. f. Others : In greenfield projects for fluid trans-
Rs. in Crore portation, Construction of Stadiums
and airports, gas cylinders, crane
Particulars 2018-19 2017-18 Change booms etc.
Net Sales 1795 1437 25%
Domestic Industry Mix
30%
- Tube 1122 858 31% 23% 23% 23%
26% 25%
25%
- Steel 478 450 6% 20% 18%
Tube Exports 195 129 51% 15%
14% 13%
11% 10%
10% 8%
6%
INDUSTRY STRUCTURE AND DEVELOPMENTS 5%
Seamless Tubes Industry 0%
Automobile & General OCTG & Construction Power Trade & Others
Seamless Tube is a capital intensive industry and deploys high Bearing Engineering Projects
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Annual Report 2018-19
7
Management Discussion and Analysis (Contd.)
Your Company is consistently focused on achieving higher
energy efficiency across value chain and is simultaneously
committed towards utilising environment friendly means in the
process.
Particulars 2018-19 2017-18 Change
Furnace oil Consumption
(K Ltrs/ Ton of Produc-
tion)
- Steel Division 32 45 29%
- Tube Division 72 70 (3%)
Avg. Furnace Oil rate 36.00 27.19 (32%)
Rs. per Litre
The Company’s major exports are to North America and Europe Increase in furnace oil rate per litre is driven by international oil
and the imports are mainly from USA, Europe, Gulf and South prices which is beyond the scope of the Company.
Africa. Increase in melting shop production led to reduction in furnace
Working Capital oil consumption per Metric Ton of production of steel division
over previous year. Furnace oil consumption of tube division
While the inventory level in absolute term for the current year
increased marginally by 3%.
is same as that for previous year, the debtors level increased by
Rs. 65 Crore over previous year. The increase in debtors was on Significant scope exists for reduction in power and Fuel
account of increase in sales turnover. In term of holding period consumption per unit of production once the capacity utilization
calculated on yearly sales, the inventory level has reduced while at manufacturing plants improve.
debtor level was almost same as that for previous year. KEY FINANCIAL RATIOS
Rs. in Crore Some of the key financial ratios for current year as compared to
previous year are as under:
Particulars 2018-19 2017-18
Particulars 2018-19 2017-18 Change
Inventory 341 334
Stock Turnover (times) 5.27 4.31 Debtors Turnover 6.09 6.38 (5%)
Debtors 295 225 Inventory Turnover 5.27 4.31 22%
Debtors Turnover (times) 6.09 6.38 Interest Coverage Ratio 0.17 0.12 39%
Creditors 100 102 Current Ratio 0.25 0.26 (3%)
Creditors Turnover (times) 12.48 9.90 Debt Equity Ratio -ve -ve N.A.
The Company is making all possible efforts to keep the inventory Operating Profit Margin 6.7% 6.0% 11%
and debtor’s level at the minimum possible in the current stressed Net Profit Margin -ve -ve N.A.
financial scenario. Return on Net Worth -ve -ve N.A.
Energy Cost Owing to the increase in sales turnover and resultant increase in
Energy Cost accounted for 16% of the Company’s net revenues Earnings before Interest and Taxes (EBIT), the interest coverage
at Rs. 289 crore. In the current financial year, operations of the ratio has almost doubled as compared to previous year. While
Captive Power Plant remained suspended. EBIT increased by 39%, Finance Cost remained at almost same
level as that of previous year.
Particulars 2018-19 2017-18 Change
HUMAN RESOURCES DEVELOPMENT AND
Power consumption INDUSTRIAL RELATIONS
(KWH/ Ton of Production)
The Industrial relations continued to remain peaceful throughout
- Steel Division 884 839 (5%)
the year. The personnel expenses increased by 5% during the
- Tube Division 558 546 (2%)
year over previous year on account of yearly increments. The
Avg. Electricity Rate per 8.44 7.44 (13%) Company continues to believe that the culture of sharing
Unit
knowledge within the employees and involving them to be part
from MSEDCL
of the solution, enables the Company curtail costs and excel.
(Rs. / KWH)
In the current economic scenario, the focus was on aligning
There was a increase in electricity rate per unit by 13% as HR to support cost control and conserve cash, while ensuring
compared to previous year on account of increase in power tariff organizational confidence and employee motivation, to enable
by state electricity board. the Company sail through the current challenges and prepare
The power consumption per unit of tube production increased itself for the future opportunities.
marginally by 2% and that of steel division by 5% as compared
to previous year.