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Maithan Alloys Ltd.

BSE: 590078 Sector: Metals & Mining
NSE: MAITHANALL ISIN Code: INE683C01011
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OPEN 785.00
PREVIOUS CLOSE 778.95
VOLUME 41624
52-Week high 849.95
52-Week low 257.05
P/E 7.74
Mkt Cap.(Rs cr) 2,284
Buy Price 784.75
Buy Qty 88.00
Sell Price 0.00
Sell Qty 0.00
OPEN 785.00
CLOSE 778.95
VOLUME 41624
52-Week high 849.95
52-Week low 257.05
P/E 7.74
Mkt Cap.(Rs cr) 2,284
Buy Price 784.75
Buy Qty 88.00
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 32nd Annual Report on thebusiness and operations of the Company and the Financial Statement for the Financial Yearended 31st March 2017.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended 31st March 2017is summarised below:

(Rs. in Lakh)
Financial Results 2016-17 2015-16
Sales & Other Income 136263.26 115480.14
Gross Profit 28750.86 11901.82
Less: Depreciation 2523.31 2329.22
Profit Before Taxes 26227.55 9572.60
Less: Provision for Taxation:
For Current Tax 5703.84 2049.11
For Deferred Tax 755.00 1673.72
For MAT Credit Entitlement - (2049.11)
For Short/(Excess) Provision for Earlier Years - (4.16)
Profit After 19768.71 7903.04
Add: Profit brought forward from previous year 33179.32 28726.18
Add: Received from Transferor Company - (1109.57)
Balance available for appropriation 52948.03 35519.65
Appropriation
Interim Dividend on Equity Shares - 582.23
Tax on Dividend - 118.53
Transfer to General Reserve 3000.00 750.00
Adjustment for Amalgamation - 889.57
Balance retained in Statement of Profit & Loss 49948.03 33179.32
52948.03 35519.65

OUTLOOK

The Global Economy has fared better in 2016 as compared to 2015. The Global activity isslowly on an upward trajectory with some degree of uncertainty that continues to cloudoptimistic outlook especially over the medium term. World growth is expected to rise from3.1% to 3.6% during the period 2016 to 2018. The overall global macro-economic situationlooks far better than previous year.

The steel industry across the globe continues to witness challenging times. Overcapacity weak demand dumping of steel at insatiable prices by some countries &volatile input prices are matters of concern. According to the World Steel Associationthe global steel demand will increase by 1.3% in 2017 and 0.9% in 2018.

India continues to be the fastest growing major economy in the world and is expected tobecome the world's fifth largest economy in 2017. The reform initiatives (Demonetisationand GST) are expected to move the Indian economy to a less cash trajectory increased taxcompliance and reduce the threats from counterfeit currency. Growth is expected to gainstrength derived from deep structural reforms implemented by Indian Government and robustdemand.

Given the current stage of development of the Indian economy growththe steel demand inIndia will witness significant in future with its stable government strong reformsrising infrastructure spend & robust consumption demand. While the Steel sector inIndia is financially stressed presently the Government of India has outlined its intentfor ensuring long-term viability of the sector through the recently announced NationalSteel Policy 2017 to improve steel manufacturing capacity to 300 million tonnes by 2030.

STATE OF COMPANY'S AFFAIRS AND OPERATIONS

The financial result of 2016-17 is our best-ever results to date. Fiscal 2016-17 hasbeen yet another landmark year with robust performance for your Company as it continues toenhance its performance with resultant higher turnover and improved profitability. Duringthe year the Company achieved a growth of 4% in volume terms and 17% in value terms withsuperior product range technology upgradation and better capacity utilisation. Thesubstantial increase in EBITDA and PAT were partly due to rebounding of the metal industrysince Q3 powers subsidies announced by various governments and stabilisation of rawmaterial prices in Q4. Our performance helped us to strengthen our balance sheet Whileyourwith significant Company continues on the path of pursuing growth it is essential tobuild a robust organisation capable of swept off any challenges that it may have to face.

Your Company achieved a staggering growth during the year 2016-17 as the total revenueincreased to Rs.136263.26 Lakh from Rs.115480.14 Lakh in 2015-16 registering a growth ofabout 18%. Profit Before Tax stood atRs.26227.55 Lakh and Profit after tax stood atRs.19768.71 Lakh in the year 2016-17 as compared to Rs.9572.60 Lakh and Rs.7903.04 Lakhrespectively in the year 2015-16 resulting in a growth of about 174% and 150%respectively.

The Wind Mill division of the Company has achieved sales of Rs.214.05 Lakh and isoperating satisfactorily.

Further information on the Business Overview Outlook and State of the Affairs 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 2016-17.

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

None

SHARE CAPITAL

The Authorised Share Capital and Paid-up Share Capital of the Company as on 31st March2017 were Rs.8000.00 Lakh and Rs.2911.15 Lakh respectively. During the year under reviewthe Company has not granted any employees stock options. The Company has neither issuedany shares with differential voting rights nor sweat equity shares. As at 31st March2017 none of the Directors of the Company hold any convertible instrument of the Company.

DIVIDEND

Based on the Company's performance the Directors are pleased to recommend for approvalof the members a dividend of Rs.2.50 per equity share of Rs.10.00 each (i.e. 25%) for thefinancial year 2016-17 to be paid on total equity shares of the Company. The dividend onthe equity shares if approved by the shareholders may involve an outflow of Rs.727.79Lakh towards dividend and Rs.148.16 Lakh towards dividend tax resulting in a totaloutflow of Rs.875.95 Lakh. The dividend which remained unpaid or unclaimed for a period of7 years has been transferred by the Company to the Investors Education and Protection Fund(IEPF) of the Central Government.

RESERVES

Your Company proposes to transfer an amount of Rs.3000.00 Lakh to General Reserve forthe year ended 31st March 2017.

PROMOTER

During the year under review the Members at their Extra-Ordinary General Meeting heldon 7th February 2017 accorded their consent to re-classify the status of Mr.B. K. Agarwalla (one of the promoters of the Company) and all individuals and entitiesidentified as Promoter Group due to relation with him; from ‘Promoter and PromoterGroup' category to ‘Public' category. Subsequently the necessary approval from thedesignated stock exchange was also obtained in this regard.

Consequently the Board of Directors at its meeting held on 30th March 2017identified Mr. S. C. Agarwalla as the "Promoter" of the Company within themeaning of the Companies Act 2013 as well as the Securities and Exchange Board of India(Issue of Capital and Disclosure Requirements) Regulations 2009.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Non-Executive Directors & Independent Directors

The Board of Directors of the Company (the Board) at its meeting held on 10thNovember 2016 appointed Mr. P. K. Venkatramani (DIN: 05303022) as an Independent Directorfor a period of 5 years with effect from 10th November 2016 upto 9thNovember 2021. Subsequently the Members of the Company at their Extra-Ordinary GeneralMeeting held on 7th February 2017 approved his appointment as such. Furtherthe Board also at the said meeting appointed Mr. Parasanta Chattopadyay (DIN: 06968122) asan Additional Director. He holds office upto the date of ensuing Annual General Meeting.

The Board at its meeting held on 30th March 2017 appointed Mr. AshokBhandari (DIN: 00012210) as an Additional Director. He holds office upto the date ofensuing Annual General Meeting. Subsequently the Board at its meeting held on 9thMay 2017 appointed him as an Independent Director for a period of 5 years with effectfrom 9th May 2017 upto 8th May 2022. His appointment as anIndependent Director is subject to approval of Members at the ensuing Annual GeneralMeeting.

The Company has received Notices 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 Mr. Parasanta Chattopadyay and Mr. Ashok Bhandari as theDirectors of the Company.

Mr. Shrigopal Jhunjhunwala (DIN: 00081429) (Independent Director) tendered hisresignation from Directorship of the Company with effect from 10th February2017. The Board placed on record its sincere appreciation for the valuable servicesrendered by him during his tenure as a Director of the Company for more than 15 years.

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

Executive Directors and Key Managerial Personnel

The Members at their 31st Annual General Meeting had ratified: a) there-appointment of Mr. B. K. Agarwalla (DIN: 00129140) as the ‘Chairman cum Whole-timeDirector'; b) the re-appointment of Mr. S. C. Agarwalla (DIN: 00088384) as the‘Managing Director & Chief Executive re-appointment of Mr. Subodh Agarwalla (DIN:00339855) as the ‘Whole-time Director & Chief Operating Officer' and d) theappointment of Mr. Aditya Agarwalla (DIN: 00140683) as the ‘Whole-time Director andthe Chief Financial Officer' of the Company; for a period of 3 (three) years commencingfrom 1st April 2016.

However Mr. B. K. Agarwalla tendered his resignation from directorship of theCompany and his tenure as the Chairman cum Whole-time Director was pre-concluded witheffect from 4th January 2017. The Board noted that his association with theCompany since incorporation has benefited the progress of the Company enormously by virtueof his rich experience and insights of the industry and unanimously placed on record itssincere appreciation for the valuable services rendered and guidance given by him duringhis association with the Company for over quarter of a Century.

Consequent upon vacancy caused by resignation of Mr. B. K. Agarwalla as the‘Chairman cum Whole-time Director' the Board at its meeting held on 30thMarch 2017 elevated Mr. S. C. Agarwalla Managing Director and Chief Executive Officerasthe ‘Chairman and Managing Director' and Mr. Subodh Agarwalla Whole-time Directorand Chief Operating Officeras the ‘Whole-time Director and Chief Executive Officer'with effect from 30th March 2017. Their elevation is subject to approval ofMembers at the ensuing Annual General Meeting.

Mr. Aditya Agarwalla tendered his resignation from Directorship of the Company witheffect from 30th September 2016 and consequently his tenure as the‘Whole-time Director and Chief Financial Officer' was pre-concluded. Subsequentlythe Board elevated Mr. Sudhanshu Agarwalla President of the Company as the‘President and Chief Financial Officer' of the Company.

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

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. S. C. Agarwalla (DIN: 00088384) retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.

The Board recommends for the approval of appointment/ re-appointment of the aforesaidDirectors at the ensuing Annual General Meeting. The brief details of the Directors to beappointed/re-appointed are given in the Notice convening the ensuing Annual GeneralMeeting.

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 has carried out the annual performance evaluation of each Independent andNon-Independent Director its committees and its own performance based on the criterialaid down in the Remuneration Policy of the Company and the Nomination and RemunerationCommittee has also carried out the performance evaluation of every Director of theCompany.

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 as awhole (ii) the Chairman of the Company and (iii) the quality content and timelines offlow of information between the Management and the Board.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2016-17 6 (six) meetings of Board were convened held andconcluded. The details of the Board Meetings have been furnished in the Report onCorporate Governance forming part of this Directors' Report. The intervening gap betweenthe two consecutive meetings was within the period prescribed under the Companies Act2013.

COMMITTEES OF THE BOARD

The details of the following committees of the Board are given in the Report onCorporate 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 ‘www. maithanalloys.com'.

RISK MANAGEMENT

Business risks exist for every enterprise having national and international exposure.The Company has a Risk Management Policy to control and minimise the risk factors of theCompany and is being implemented by the Risk Management Committee. A brief detail on theRisk Management and the key business risks identified by the Company and its mitigationplans are provided at Page No. 24 of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2016-17 your Company has been able to spend the mandatory 2%of the average net profits of the three immediately preceding financial years the onvarious Corporate Social Responsibility (CSR) activities.

The expenditure has been carried out mainly in the areas of Education WomenEmpowerment Health Care. All the allocations & expenditures were in accordance withSchedule VII of the Companies Act 2013 and CSR Policy of the Company. The CSR Policy ofthe Company is available at the Company's website ‘www.maithanalloys.com'. The AnnualReport on CSR activities in prescribed form as approved by the CSR Committee is annexedherewith 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 2016-17 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 credit rating continues to be "CARE A+" for its long-term bankfacilities and "CARE A1+" for short-term bank facilities as assigned by CAREindicating strong capacity for timely payment of its debt obligations and carries thelowest 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 STATEMENT

The internal control systems of the Company are brought under regular review andevaluations in consultation with the internal auditors. The Company's internal controlsystems are commensurate with the Company's size and nature of business of the Companyenabling it to safeguard assets prevent and detect frauds as well as otherirregularities. The Internal Audit is conducted periodically across all locations byfirmsof Chartered Accountants who verify and report on the efficiency and effectiveness 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.

CASH FLOW STATEMENT

In terms of Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Annual Financial Statementcontains the Cash Flow Statement for the year 2016-17 forming part of the Annual Report.

SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANIES

There are two subsidiaries of the Company namely Anjaney Minerals Limited andAXL-Exploration Private Limited The Company had no material subsidiary(ies) or JointVentures or Associate Companies during the year 2016-17.

The "Policy on ‘Material' Subsidiary" is available on the website of theCompany. The link for the said policy is‘http://maithanalloys.com/wp-content/uploads/2017/07/policies/05.Policy%20on%20Material%20Subsidiary.pdf'.

None of the Companies have become/ceased to be the Company's subsidiary Joint Venturesor Associate Companies during the year 2016-17.

In terms of Section 129(3) of the Companies Act 2013 a Statement containingthe salient features of the financial statement of subsidiaries / associate companies /joint ventures of the Company in the prescribed form AOC-1 has been attached with theFinancial Statement of the Company forming part of this Annual Report.

HIGHLIGHTS OF PERFORMANCE OF EACH OF THE SUBSIDIARIES

In accordance with Section 136 of the Companies Act 2013 the audited financialstatement including the consolidated financial statement and related information of theCompany and the audited accounts of each of its subsidiaries are available on Company'swebsite ‘www.maithanalloys.com'. The annual accounts of the subsidiary companies areavailable for inspection by any shareholder on any working day during the business hoursat the registered office of the Company. The said documents shall be made available onreceipt of a written request from the shareholders of the Company.

Anjaney Minerals Limited

The Company is exploring various opportunities for acquiring mines. During the year2016-17 the Company has earned Rs.5.92 Lakh as Other Income however suffered a loss ofRs.317.08 Lakh.

AXL-Exploration Private Limited

The Company has made an application to the government authorities for renewal of itsmining lease and necessary approval thereon is awaited. During the year 2016-17 theCompany has suffered a loss of Rs.34.16 Lakh.

CONSOLIDATED FINANCIAL STATEMENT

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. TheConsolidated Financial Statement of the Company along with its subsidiaries for the yearended 31st March 2017 forms part of this Annual 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 not contain anyqualification.

STATUTORY AUDITORS

D.K.Chhajer & Co.Chartered Accountants (Firm Registration No. 304138E) wereappointed as the statutory auditors of your Company at the 29th Annual GeneralMeeting of the Company to hold office till the conclusion of the 32nd AnnualGeneral Meeting of the Company. In terms of Section 139(2) of the Companies Act 2013their tenure as the Statutory Auditors has to be concluded at the ensuing Annual GeneralMeeting Consequently the Board has recommended the appointment of M Chaudhary & Co.Chartered Accountants (Firm Registration No: 302186E) as the statutory auditors of theCompany in their place for a term of five consecutive years from the conclusion of the32nd Annual General Meeting of the Company scheduled to be held in the year2017 till the conclusion of the 37th Annual General Meeting to be held in theyear 2022 for approval of shareholders of the Company based on the recommendation of theAudit Committee.

The Company has received a certificate from the M Chaudhary & Co. to the effectthat their appointment if made shall be in compliance with the provisions of Sections139 and 141 of the Companies Act 2013. They hold a valid certificate issued by the PeerReview Board of the Institute of Chartered Accountants of India. Necessary resolutionseeking approval of the members for appointment of M Chaudhary & Co. as the statutoryauditors has been incorporated in the Notice convening the 32nd Annual GeneralMeeting.

COST AUDITORS

The Board has re-appointed S. K. Sahu & Associates Cost Accountants (RegistrationNo.: 100807) as the Cost Auditor and fixed their remuneration for auditing the costrecords of the Company for the financial year 2017-18. Their remuneration is subject tothe approval of shareholders at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act 2013 and Rules framed there under theBoard has re-appointed J. Patnaik & Associates Company Secretaries (Certificate ofPractice No.: 3102) to conduct Secretarial Audit for the financial year 2016-17. TheSecretarial Audit Report as submitted by J. Patnaik & Associates Company Secretariesfor the financial year 2016-17 is annexed herewith as Annexure-‘B'.

There are no qualifications in the said Secretarial Audit Report given by them andtherefore does not call 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 2017 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 2014disclosures and other 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 financial year; and

(ii) the percentage increase in remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear.

Sl. No. Name Designation Ratio of remuneration % increase in remuneration
1 Mr. S. C. Agarwalla Chairman & MD 436.31 148.81%
2 Mr. Subodh Agarwalla WTD & CEO 336.08 139.44%
3 Mr. Sudhanshu Agarwalla^ President & CFO N.A. 622.92%
4 Mr. Rajesh K. Shah Company Secretary N.A. 19.22%

N.A. = Not Applicable

^ Mr. Sudhanshu Agarwalla President was elevated as "President and ChiefFinancial Officer" with effect from 10th November 2016.

Ratio of remuneration and percentage increase in remuneration of Mr. B. K. AgarwallaChairman cum Whole-time Director and Mr. Aditya Agarwalla Whole-time Director and ChiefFinancial Officer are not provided as they were associated with the Company only for thepart of the year.

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 financialyear

The median remuneration of the employees in the financial year 2016-17 was increased by17.39%.

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

There were 586 employees as on 31st March 2017 on the pay roll of theCompany.

(d) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification 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 2016-17 managerial personnel was 144.12%.

The managerial personnel are entitled to remuneration partly by way of fixedremuneration and partly by way of variable remuneration being a percentage on the profitthe majority of employees other than the managerial personnel are paid by way of fixedremuneration only.

The increase in the remuneration of non-managerial employees depends upon variousfactors like industry standards cost of living and individual performance of the employeeduring the year.

(e) affirmation that the remuneration is as per the remuneration policy of the company-

It is hereby affirmed that the remuneration paid during the year 2016-17 is as per theRemuneration Policy of the Company.

PARTICULARS OF EMPLOYEES

A statement in terms of the provisions of Section 197(12) of the Companies Act 2013read with Rule 5 (2) & (3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are enclosed as Annexure-‘D'.

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 subsidiary 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

None

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

(i) Details of Loans: The Company has granted advances to its subsidiaries. Pleaserefer to Notes 19 & 39 to the Standalone Financial Statement.

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

(iii) Details of Guarantees given or Securities provided: The Company has not given anyguarantee or provided any security in connection with a loan to any other body corporateor persons during the year 2016-17.

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 remuneration being monthly basis and the managementbelieves that related party transactions are on arm's length basis as explained underSection 188 of the Companies 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 certain arm'slength transactions under third proviso thereto in prescribed Form AOC-2 is annexedherewith as Annexure-‘E'.

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 ‘http://maithanalloys.com/wp-content/uploads/2017/07/policies/04.Material%20Related%20 Party%20Transaction%20Policy.pdf'.

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-‘F'.

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 2016-17.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a report on CorporateGovernance and a certificate from the Auditors of the Company confirmingcompliance ofconditions of Corporate Governance is annexed herewith as Annexure-‘G' andAnnexure-‘H' respectively.

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. 20 to 25 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 affairs 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 sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(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 were operatingeffectively; 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 effectively.

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
S. C. Agarwalla Subodh Agarwalla
(Chairman and (Whole-time Director and
Place: Kalyaneshwari Managing Director) Chief Executive Officer)
Date: 9th May 2017 (DIN: 00088384) (DIN: 00339855)