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Maithan Alloys Ltd.

BSE: 590078 Sector: Metals & Mining
NSE: MAITHANALL ISIN Code: INE683C01011
BSE LIVE 15:59 | 18 Aug 490.80 -8.95
(-1.79%)
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498.00

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NSE 15:30 | 18 Aug 489.35 -11.70
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496.95

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OPEN 495.00
PREVIOUS CLOSE 499.75
VOLUME 21542
52-Week high 543.90
52-Week low 201.00
P/E 5.99
Mkt Cap.(Rs cr) 1,429
Buy Price 490.80
Buy Qty 15.00
Sell Price 0.00
Sell Qty 0.00
OPEN 495.00
CLOSE 499.75
VOLUME 21542
52-Week high 543.90
52-Week low 201.00
P/E 5.99
Mkt Cap.(Rs cr) 1,429
Buy Price 490.80
Buy Qty 15.00
Sell Price 0.00
Sell Qty 0.00

Maithan Alloys Ltd. (MAITHANALL) - Director Report

Company director report

Dear Shareholders

Your Directors have the pleasure in presenting the 31st Annual Report on the businessand operations of the Company and the Financial Statements for the Financial Year ended31st March 2016.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended 31st March 2016 issummarised below:

(Rs. In Lakh)

Financial Results 2015-16 2014-15
Sales & Other Income 115480 88782
Gross Profit 11902 6762
Less: Depreciation 2329 338
Profit Before Taxes 9573 6424
Less: Provision for Taxation-
For Current Tax 2049 1848
For Deferred Tax 1674 212
For MAT Credit Entitlement (2049) (789)
For Short/(Excess) Provision for Earlier Years (4) -
Profit After Taxes 7903 5153
Add: Profit brought forward from previous year 28726 24924
Add: Received from Transferor Company (1110) -
Balance available for appropriation 35519 30077
Appropriation
Proposed Dividend on Equity Shares - 582
Interim Dividend on Equity Shares 582
Income Tax on Dividend 119 119
Transfer to General Reserve 750 650
Adjustment for Amalgamation 889 -
Balance retained in Statement of Profit & Loss 33179 28726
35519 30077

OUTLOOK

The global growth slowdown continued for yet another year driven by weaker capitalinflows lower commodity prices and subdued global trade. Global industrial productionremained under pressure throughout the year 2015. In both advanced and emerging market anddeveloping economies the growth projections are at weaker levels for the year 2016.

Against the global trend of economic slowdown the Indian economic has shown robustgrowth and is one of the fastest growing economies. The International Monetary Fund (IMF)and the World Bank have projected India’s growth at 7.5% for the current fiscal.However the Reserve Bank of India (RBI) has forecast a growth rate of 7.8%.

At domestic level stability in central government domestic macro-economic conditionsdrop in commodity costs led by crude oil kept inflation under control during the year.The Metal prices (including steel) dropped sharply due to global slowdown and massiveovercapacity especially in China.

The Ferro Alloys Industry is a power intensive industry with key raw materials andpower adding up to about 80% of cost of sales. Inconsistent power tari3 fluctuating priceand availability of key raw materials high finance cost ever increasing logistics costinadequate port infrastructure are some of the obstacles faced by the Indian ferro alloymanufacturers.

Under the volatile input cost environment and competitive industry the operatingenvironment continued to remain challenging during the year for the ferro alloysmanufacturers as well as for your Company.

STATE OF COMPANY’S AFFAIRS AND OPERATIONS

Fiscal 2015-16 has been yet another landmark year with robust performance for yourCompany as it continues to enhance its performance with resultant higher turnover andimproved profitability. The Company has made marked progress in financial as well asoperational performance in the financial year 2015-16 by amalgamating its wholly ownedsubsidiary. While your Company continues on the path of pursuing growth it is essentialto build a robust organisation capable of facing any challenges that it may have to face.

During the year 2015-16 the total revenue increased to RS. 115480 Lakh from RS.88782 Lakh in 2014-15 registering a growth of 30.07%. Profit before tax stood at RS.9573 Lakh and Profit after tax stood at RS. 7903 Lakh in the year 2015-16 as compared toRS. 6424 Lakh and RS. 5153 Lakh respectively in the year 2014-15 resulting in a growthof 49.01% and 53.36% respectively.

The Wind Mill division of the Company has achieved sales of RS. 158 Lakh and isoperating satisfactorily.

Further information on the Business Overview Outlook and State of the A3airs of theCompany is discussed in detail in the Management Discussion & Analysis Report.

There was no change in the nature of business of the Company during the year 2015-16.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THEREPORT

During the year under review your Company routed to implement the Scheme ofAmalgamation of Anjaney Alloys Limited a wholly owned subsidiary of the Company withMaithan Alloys Limited. Upon a petition being filed by the Company the Hon’ble HighCourt at Calcutta sanctioned the Scheme of Amalgamation vide its Order dated 31st March2016. The Certified copy of the said Order was thereafter filed with the Registrar ofCompanies West Bengal on 4th May 2016. Consequently the Scheme became operative on 4thMay 2016 with retrospective e3ect from 1st April 2015. Therefore the StandaloneFinancial Statement of the Company for the year 2015-16 has been prepared by consideringthe transfer and vesting of the undertakings including all assets and liabilities ofAnjaney Alloys Limited to Maithan Alloys Limited.

SHARE CAPITAL

During the year under review the Authorised Share Capital of the Company has increasedfrom RS. 1500 Lakh divided into 150 Lakh Equity Shares of RS. 10/- each to RS. 3000 Lakhdivided into 300 Lakh Equity Shares of RS. 10/- each.

Thereafter upon implementation of the Scheme of Amalgamation of Anjaney Alloys Limitedwith Maithan Alloys Limited the Authorised Share Capital of Anjaney Alloys Limited hasbeen transferred to Maithan Alloys Limited. Consequently the Authorised Share Capital ofthe Company has further stand increased from RS. 3000 Lakh divided into 300 Lakh EquityShares of RS. 10/- each to RS. 8000 Lakh divided into 800 Lakh Equity Shares of RS. 10/-each. Your Company has allotted 14555775 fully paid-up Equity Shares of RS. 10/- eachas Bonus Shares on 17th July 2015 to the members of the Company in the proportion of 1:1and consequently the paid-up equity share capital of the Company increased from RS. 1456Lakh to RS. 2911 Lakh.

Further upon implementation of the Scheme of Amalgamation of Anjaney Alloys Limitedwith Maithan Alloys Limited the amount of RS. 31475/- as stood in the Forfeiture Accounthas been transferred to the Capital Reserve Account.

During the year under review the Company has not granted any employees stock options.The Company has neither issued any shares with di3erential voting rights nor sweat equityshares. As at 31st March 2016 none of the Directors of the Company hold any convertibleinstrument of the Company.

DIVIDEND

The Board at its meeting held on 11th March 2016 declared an interim dividend of RS.2/- per equity share of RS. 10/- (i.e. @ 20%). Consequently the Company had paid a sum ofRS. 582 Lakh towards interim dividend and RS. 119 Lakh towards dividend tax resulting toan aggregate outflow of RS. 701 Lakh. Further the Board at its meeting held on 14th May2016 considered the interim dividend to be the final dividend for the year 2015-16.

The unpaid or unclaimed dividend which remained for a period of 7 years has beentransferred by the Company to the Investors Education and Protection Fund (IEPF) of theCentral Government.

RESERVES

Your Company proposes to transfer an amount of RS. 750 Lakh to General Reserve for theyear ended 31st March 2016. A sum of RS. 31475/- as stood in the Forfeiture Account hasbeen transferred to the Capital Reserve Account pursuant to the amalgamation of AnjaneyAlloys Limited with Maithan Alloys Limited.

DIRECTORS

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Sri Subodh Agarwalla (DIN: 00339855) and SriPalghat Krishnan Venkatramani (DIN: 05303022) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offer themselves for re-appointment.

Executive Directors

The Board of Directors of the Company at its meeting held on 3rd February 2016 hasre-appointed Sri Basant Kumar Agarwalla (DIN: 00129140) as the Chairman cum Whole-timeDirector and Sri Subodh Agarwalla (DIN: 00339855) as the Whole-time Director and ChiefOperating O3cer of the Company for a period of 3 (three) years commencing from 1st April2016 and are liable to retire by rotation. Their re-appointment requires approval of themembers.

Independent Directors

The Board of Directors of the Company at its meeting held on 3rd February 2016appointed Smt. Kalpana Biswas Kundu (DIN - 07006341) Non-Executive Director as theIndependent Director of the Company with e3ect from 3rd February 2016 for a period offive years in terms of Section 149 read with Schedule IV to the Companies Act 2013 and isnot liable to retire by rotation. Her appointment as Independent Director requiresapproval of the members.

The Board recommends for the approval of appointment/reappointment of the aforesaidDirectors at the ensuing Annual General Meeting.

Sri Raj Kumar Agarwal (DIN - 00128944) tendered his resignation from the position ofIndependent Director of the Company with e3ect from 3rd February 2016. The Board acceptedhis resignation and noted that his rich experience and insights about the industry hasbenefited the progress of the Company enormously since his association with the Companyi.e. August 2001.

The Company has received declaration from all the Independent Directors a3rming thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

KEY MANAGERIAL PERSONNEL

Sri Subhas Chandra Agarwalla (DIN: 00088384) was appointed as the Managing Director andChief Executive O3cer (CEO) of the Company for a period of 5 years commencing from 1stApril 2011. Since his tenure was concluding on 31st March 2016 the Board of Directorsof the Company at their meeting held on 3rd February 2016 re-appointed Sri Subhas ChandraAgarwalla as the Managing

Director & CEO of the Company for a period of 3 (three) years commencing from 1stApril 2016 and is liable to retire by rotation. His re-appointment requires approval ofthe members.

Sri Aditya Agarwalla (DIN: 00140683) was appointed as the Chief Financial O3cer (CFO)of the Company since 21st June 2010. The Board of Directors of the Company at theirmeeting held on 3rd February 2016 appointed Sri Aditya Agarwalla as the Whole-timeDirector and CFO of the Company for a period of 3 (three) years with e3ect from 1stApril 2016 and is liable to retire by rotation. His appointment requires approval of themembers.

The Company has received a notice pursuant to Section 160 of the Companies Act 2013along with the amount of requisite deposit from a Member signifying his intention topropose the appointment of Sri Aditya Agarwalla as a Director of the Company.

The Board recommends for the approval of appointment/reappointment of the aforesaid KeyManagerial Personnel at the ensuing Annual General Meeting.

Sri Rajesh K Shah continues to hold o3ce as the Company Secretary of the Company interms of Section 203 of the Companies Act 2013.

None of the Key Managerial Personnel has resigned during the year 2015-16.

The brief details of the directors to be appointed /re-appointed are given in theNotice convening the ensuing Annual General Meeting.

EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard of Directors of the Company has carried out the annual performance evaluation ofeach Independent and Non-Independent Director its committees and its own performancebased on the criteria laid down in the Remuneration Policy of the Company and theNomination and Remuneration Committee has also carried out the performance evaluation ofevery Director of the Company.

Further during the year under review the Independent Directors of the Company carriedout the evaluation of (i) the performance of Non-Independent Directors and the Board ofDirectors of the Company as a whole (ii) the Chairman of the Company and (iii) thequality content and timelines of flow of information between the Management and theBoard.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2015-16 6 (six) meetings of the Board of Directors wereconvened held and concluded. The details of the Board Meetings have been furnished in theReport on Corporate Governance forming part of this Directors’ Report. Theintervening gap between the two consecutive meetings was within the period prescribedunder the Companies Act 2013.

COMMITTEE OF THE BOARD OF DIRECTORS

The details of the following committees of the Board of Directors of the Company aregiven in the Report on Corporate Governance forming part of this Directors’ Report.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee and

5. Corporate Social Responsibility Committee.

REMUNERATION POLICY

The Remuneration Policy of the Company is attached to the Report on CorporateGovernance forming part of this Directors’ Report.

VIGIL MECHANISM

The Vigil Mechanism established by the Company empowers the directors and employees andother concern to report their genuine concerns relating to the Company and provides foradequate safeguards against victimisation who uses such mechanism and also provides fordirect access to the Chairperson of the Audit Committee in exceptional cases. The AuditCommittee has been empowered to review the functioning of the Vigil Mechanism. The copy ofthe Policy is available at the Company’s website Rs. www. maithanalloys.com’.

RISK MANAGEMENT

Business risks exist for every enterprise having national and international exposure.The Company has a Risk Management Committee which strives to control and minimise the riskfactors of the Company. A brief detail on the Risk Management and the key business risksidentified by the Company and its mitigation plans are provided at page no 17 of thisAnnual Report.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2015-16 your Company has been able to spend the mandatory 2%of the average net profits of the three immediately preceding financial years on variousCorporate Social Responsibility (CSR) activities. The expenditure has been carried out inthe areas of Education Women Empowerment Health etc. All the allocations were inaccordance with Schedule VII of the Companies Act 2013 and CSR Policy of the Company. The

CSR Policy is available at the Company’s website Rs. www.maithanalloys.com’.

The Annual Report on CSR Activities in prescribed form as approved by the CSR Committeeis annexed herewith as Annexure-‘A’.

DEPOSITS

Your Company did not accept any deposit from the public within the meaning of Section73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules2014 during the year 2015-16 and as such no amount of principal interest unpaid orunclaimed deposit remained unpaid or unclaimed or was outstanding as on the Balance Sheetdate.

CREDIT RATING

Your Company’s rating is "CARE A+" for its long-term bank facilities and"CARE A1+" for Short-term bank facilities indicating strong capacity for timelypayment of its debt obligations and carries the lowest possible credit risk.

FINANCIAL REVIEW

For detailed financial review kindly refer to the Management Discussion and AnalysisReport which forms part of this Annual Report.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The internal control systems of the Company are brought under regular review andevaluations in consultation with the internal auditors. The Company’s internalcontrol systems are commensurate with the Company’s size and nature of business ofthe Company enabling it to safeguard assets prevent and detect frauds as well as otherirregularities. The Internal Audit is conducted periodically across all locations by firmsof Chartered Accountants who verify and report on the e3ciency and e3ectiveness ofinternal controls.

The Management is responsible for the Company’s internal financial control overfinancial reporting and the financial reporting process. The Audit Committee reviews theinternal financial control over financial reporting to ensure that the accounts of theCompany are properly maintained in accordance with the prevailing laws and regulations.

SUBSIDIARY COMPANIES

There were three subsidiaries of the Company during the year 2014-15. However due tothe amalgamation of Anjaney Alloys Limited the wholly owned subsidiary of the Companywith Maithan Alloys Limited there remains two subsidiaries of the Company namely M/s.Anjaney Minerals Limited and M/s. AXL-Exploration Pvt. Ltd. for the year ending 31stMarch 2016.

The "Policy on Rs. Material’ Subsidiary" is available on the website ofthe Company. The web link for the said policy is "http://maithanalloys.com/index.php?id=38&page=2".

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

Subsidiary Companies

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and the audited accounts of each of its subsidiaries are available at theCompany’s website Rs. www.maithanalloys. com’. The annual accounts of thesubsidiary companies are available for inspection by any shareholder on any working dayduring business hours at the registered o3ce of the Company. The said documents shall bemade available on receipt of a written request from the shareholders of the Company. M/s.Anjaney Alloys Limited the wholly owned subsidiary of the Company ceases to be theSubsidiary Company of Maithan Alloys Limited during the year 2015-16.

Associates and Joint Venture Companies

The Company does not have any Associate or Joint Venture Companies. None of the Companyhas become or ceased to be Company’s Joint Ventures or Associates during the year2015-16.

In terms of Section 129(3) of the Companies Act 2013 a Statement containing salientfeatures of the financial statement of subsidiaries/ associate companies/ joint venturesof the Company in the prescribed form AOC-1 has been disclosed along with the FinancialStatements of the Company contained in this Annual Report.

CASH FLOW STATEMENT

In terms of Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Cash Flow Statement forthe year 2015-16 has been given along with the Balance Sheet and Statement of Profit andLoss of the Company forming part of the Annual Financial Statement.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has prepared a consolidated financial statement of the Company and all ofits subsidiaries pursuant to the provisions of Section 129 of the Companies Act 2013 readwith

Accounting Standard 21 i.e. Consolidated Financial Statements as notified under Rule 7of the Companies (Accounts) Rules 2014. The Consolidated Financial Statement of theCompany along with its subsidiaries for the year ended 31st March 2016 forms part of thisAnnual Report.

AUDITORS’ REPORT

The Auditors’ Report read along with notes on accounts is self-explanatory andtherefore do not calls for any further comment. The Auditors’ Report does notcontain any qualification.

STATUTORY AUDITORS

M/s. D K Chhajer & Co. Chartered Accountants (Firm Registration no. 304138E) wereappointed as the Statutory Auditors of your Company at the 29th Annual General Meeting ofthe Company to hold o3ce till the conclusion of the 32nd Annual General Meeting of theCompany subject to ratification of their appointment by the members at every subsequentAnnual General Meeting till the conclusion of their tenure. Subsequently the Membersratified the appointment of M/s. D K Chhajer & Co. as the Statutory Auditors of theCompany for the year 2015-16 at the 30th Annual General Meeting of the Company.

The Company has received a certificate from the said auditors to the e3ect that theysatisfy the criteria provided under Section 141 of the Companies Act 2013 and theirappointment continue to be within the prescribed limits as required under the CompaniesAct 2013.

Your Directors recommend for the ratification of their appointment and to fix theirremuneration for the year 2016-17 at the ensuing Annual General Meeting of the Company.

COST AUDITORS

The Board of Directors has re-appointed

M/s. S K Sahu & Associates Cost Accountants (Registration No.: 100807) as the CostAuditor and fixed their remuneration for auditing the cost records of the Company for thefinancial year 2016-17. Their remuneration is subject to the approval of shareholders atthe ensuing Annual General Meeting.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act 2013 and Rules framed there under theBoard has re-appointed M/s. J. Patnaik & Associates Company Secretaries (Certificateof Practice No.: 3102) to conduct Secretarial Audit for the financial year 2015-16. TheSecretarial Audit Report for the financial year 2015-16 is annexed herewith as Rs.Annexure-B’.

There are no qualifications or observations or other remarks of the SecretarialAuditors in the Report issued by them for the financial year 2015-16 and therefore do notcall for any further comment.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return of the Company as on the financial year ended 31stMarch 2016 in prescribed Form MGT-9 is annexed herewith as Annexure-‘C’.

MANAGERIAL REMUNERATION

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 disclosures andother details are as follows:

(a) (i) the ratio of the remuneration of each director to the median remuneration ofthe employees of the Company for the 3nancial year; and (ii) the percentage increase inremuneration of each director Chief Financial O3cer Chief Executive O3cer CompanySecretary or Manager if any in the 3nancial year.

Sl. No. Name Designation Ratio of remuneration % increase in remuneration
1 Sri B K Agarwalla Chairman cum WTD 219.73 21.74%
2 Sri S C Agarwalla MD and CEO 191.48 25.77%
3 Sri Subodh Agarwalla WTD and COO 153.26 28.15%
4 Sri Aditya Agarwalla CFO N.A. 29.35%
5 Sri Rajesh K Shah Company Secretary N.A. 7.14%

The Non-Executive Directors including Independent Directors of the Company are entitledto sitting fee only within the statutory limits provided under the Companies Act 2013.The details of remuneration of each Non-Executive Director have been provided in theReport on Corporate Governance. The ratio of remuneration and percentage increase inremuneration of Non- Executive Directors are not comparable and therefore not consideredfor the above purpose.

(b) the percentage increase in the median remuneration of employees in the 3nancialyear –

The median remuneration of the employees in the financial year 2015-16 was increased by10.86%.

(c) the number of permanent employees on the rolls of company

There were 574 employees as on 31st March 2016 on the pay roll of the Company.

(d) the explanation on the relationship between average increase in remuneration andcompany performance -

The average increase in the remuneration of the employees during the year 2015-16 was9.45%. The increase in remuneration of employees depends on various factors like industrystandards cost of living and individual performance of the employee. The revenue of theCompany increased by 30.07% i.e. from RS. 88782 Lakh in the year 2014-15 to RS. 115480Lakh in the year 2015-16 and the Profit after tax increased by 53.36% i.e. from RS. 5153Lakh in the year 2014-15 to RS. 7903 Lakh in the year 2015-16.

(e) comparison of the remuneration of the Key Managerial Personnel against theperformance of the company-

The increase in remuneration of Sri S C Agarwalla Managing Director and CEO was25.77% Sri Aditya Agarwalla Chief Financial O3cer was 29.35% and Sri Rajesh K ShahCompany Secretary was 7.14%; whereas in 2015-16 the revenue increased to RS. 115480 Lakhfrom RS. 88782 Lakh in 2014-15 registering a growth of 30.07%. Profit before tax stood atRS. 9573 Lakh and Profit after tax stood at RS. 7903 Lakh in the year 2015-16 ascompared to RS. 6424 Lakh and RS. 5153 Lakh respectively in the year 2014-15 resultingin a growth of 49.01% and 53.36% respectively.

(f) Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current FY and previous FY and percentage increase over decreasein the market quotations of the shares of the Company in comparison to the rate at whichthe Company came out with the last public offer-

The quoted price of shares of Maithan Alloys Limited as on 31st March 2015 were RS.201.70 at NSE and RS. 201.90 at BSE and as on 31st March 2016 were RS. 114.95 at NSE andRS. 116.50 at BSE. The Market capitalisation of the Company based on the closed pricequotes at NSE as on 31st March 2015 was RS. 29359 Lakh and as on 31st March 2016 wasRS. 33463 Lakh and the variation is RS. 4104 Lakh.

There was no trading in the shares of the Company listed at The Calcutta Stock ExchangeLimited (CSE) during the year 2015-16.

The Earning Per Share (EPS) of the Company as on 31st March 2015 was RS. 17.70(adjusted post bonus issue) and as on 31st March 2016 was RS. 27.15.

Based on quotes at NSE the price earnings ratio as at the closing date of the previousfinancial year 2014-15 and current financial year 2015-16 was 5.70 and 4.23 respectively.The variation is of -1.47. The percentage increase over decrease in the market quotationsof the shares of the Company in comparison to the rate at which the Company came out withthe last public offer is not applicable since the Company came out with its first publicoffer at par in the year 1997-1998.

(g) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last 3nancial year and its comparison with the percentileincrease in the managerial remuneration and justi3cation thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration-

The average percentage increase in the salaries of employees other than the managerialpersonnel during the financial year 2015-16 was 9.35% and that of managerial person was25.22%.

The managerial persons are entitled to remuneration partly by way of fixed remunerationbeing monthly remuneration and partly by way of variable remuneration being a percentageon the profit of the Company whereas the employees other than the managerial personnelare paid by way of fixed remuneration only. The increase in the remuneration ofnon-managerial employees depends upon various factors like industry standards cost ofliving and individual performance of the employee during the year.

(h) comparison of each remuneration of the Key Managerial Personnel against theperformance of the company-

The comparison of remuneration of each of the Key Managerial Personnel against theperformance of the Company is as under:

Particulars % Increase in Profit before % Increase in Profit after Tax % increase in remuneration
Tax for the year 2015-16 for the year 2015-16 during the year 2015-16
Sri S C Agarwalla (Managing 49.01% 53.36% 25.77%
Director & CEO)
Sri Aditya Agarwalla (CFO) 49.01% 53.36% 29.35%
Sri Rajesh K Shah (CS) 49.01% 53.36% 7.14%

(i) The key parameters for any variable component of remuneration availed by thedirectors-

The variable components are being paid to the Executive Directors. The Non-ExecutiveDirectors including independent directors are not entitled to any remuneration other thansitting fees. The key parameters for the variable component of remuneration availed by theExecutive Directors are considered by the Nomination and Remuneration Committee based onthe overall performance of the Company and the overall limit of remuneration set by themembers at the time of their appointment.

(j) the ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year-

Not applicable.

(k) a3rmation that the remuneration is as per the remuneration policy of the company-

It is hereby a3rmed that the remuneration paid during the year 2015-16 is as per theRemuneration Policy of the Company.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 a statement showing the names of every employee of the Company who are inreceipt of remuneration of sixty lakh rupees or more or five lakh rupees or more permonth; or in excess of the remuneration that is drawn by the Managing Director orWhole-time Director or Manager and holds by himself or along with his spouse and dependentchildren two percent or more of the equity shares of the Company is as under:

Sl No Name Age (years) Quali3cation and experience Date of commencement of employment Designation Remuneration received (H in Lakh) Last employment held
1 Sri B K Agarwalla 70 B.Com 49 years 1st April 2011 Chairman & Whole-time Director 280 None
2 Sri S C Agarwalla 64 B.Com. 46 years 1st April 2011 Managing Director & CEO 244 None
3 Sri Subodh Agarwalla 37 MBA B.Tech. 15 years 1st April 2011 Whole-time Director & COO 195 None
4 Sri Aditya Agarwalla 41 MBA B.E. 17 years 23rd July 2008 CFO 179 None

Notes: 1. Sri S C Agarwalla is the father of Sri Subodh Agarwalla.

2. All appointments of the above personnel are contractual.

In terms of the provisions of Section 197(14) of the Companies Act 2013 it is herebyconfirmed that neither the Managing Director nor any of the Whole-time Directors of theCompany receive any remuneration or commission from any subsidiaries of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

The Hon’ble High Court at Calcutta has sanctioned the Scheme of Amalgamation ofM/s. Anjaney Alloys Limited the wholly owned subsidiary of the Company with MaithanAlloys Limited vide its Order dated 31st March 2016. The Certified copy of the Scheme ofAmalgamation was thereafter filed with Registrar of Companies West Bengal on 4th May2016. Consequently the said Scheme became operative from 4th May 2016 with e3ect from1st April 2015 the appointed date. The sanction of the Scheme by the Hon’ble HighCourt at Calcutta will have significant impact on Company’s operations in future.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

(i) Details of Loans: The Company has granted advances to its subsidiaries.

Please refer to Notes 19 & 39 to the Standalone Financial Statement.

(ii) Details of Investments: Please refer to Notes 13 & 15 to the StandaloneFinancial Statement.

(iii) Details of Guarantees: Please refer to Note 32.01 to the StandaloneFinancial Statement.

(iv)Details of Securities Provided: The Company has not provided any securityduring the year 2015-16 in connection with a loan to any other body corporate or personspursuant to the provisions of Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company always strives to enter into transactions with its related parties in thecourse of business at arm’s length basis and the management believes that relatedparty transactions are on arm’s length basis as explained under Section 188 of theCompanies Act 2013.

The particulars of contract or arrangements entered into by the Company with relatedparties referred to in Section 188(1) of the Companies Act 2013 including certainarm’s length transactions under third proviso thereto in prescribed Form AOC-2 isannexed herewith as Annexure-‘D’.

The policy on materiality of related party transactions and also on dealing withrelated party transactions is uploaded on the website of the Company and weblink for thesame is Rs. http://maithanalloys.com/ index.php?id=38&page=2’.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement containing the necessary information on conservation of energytechnology absorption and foreign exchange earnings and outgo is annexed herewith asAnnexure-‘E’.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has not received any complaint nor is any complaint pending at thebeginning or end of the financial year 2015-16.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section onCorporate Governance and a certificate from the Auditors of the Company confirmingcompliance of conditions of Corporate Governance is annexed herewith asAnnexure-‘F’.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of financial conditions and results of operations ofthe Company for the year under review as stipulated under Regulation 34 of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is given as a separate statement in this Annual Report from page no. 15 to 19 andforms part of this Directors’ Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act 2013 your Directorsconfirm that:

(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of a3airs of the Company at the end of the financial year and ofthe profit of the Company for that period;

(iii) the directors had taken proper and su3cient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatinge3ectively; and

(vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating e3ectively.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all the shareholders bankers suppliersregulatory and other government authorities for their assistance co-operation andconfidence reposed in your Company. Your Directors also extend their deep sense ofappreciation to the employees of the Company.

For and on behalf of the Board of
Directors
B. K. Agarwalla S. C. Agarwalla
Chairman Managing Director
(DIN: 00129140) (DIN: 00088384)
Place: Kalyaneshwari
Date: 14th May 2016