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Gallantt Ispat Ltd.

BSE: 533265 Sector: Metals & Mining
NSE: GALLISPAT ISIN Code: INE528K01029
BSE 00:00 | 25 Jan 50.85 1.00
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NSE 00:00 | 25 Jan 50.85 0.90
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OPEN 49.00
PREVIOUS CLOSE 49.85
VOLUME 131
52-Week high 69.90
52-Week low 33.65
P/E 12.91
Mkt Cap.(Rs cr) 1,436
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 49.00
CLOSE 49.85
VOLUME 131
52-Week high 69.90
52-Week low 33.65
P/E 12.91
Mkt Cap.(Rs cr) 1,436
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gallantt Ispat Ltd. (GALLISPAT) - Director Report

Company director report

TO THE MEMBERS

Your Directors have the pleasure in presenting the 17th Annual Report on the businessand operations of the Company along with the Audited Financial Statements of the Companyfor the financial year ended March 31 2021.

CORPORATE OVERVIEW

Gallantt Ispat Limited ("Your Company" or "The Company") is aleading Iron and Steel manufacturing Company in Eastern Uttar Pradesh. The Company has itsRegistered Office at New Delhi and Factory at Gorakhpur Uttar Pradesh.

WORKING RESULTS (Rs In Lacs)

Standalone Consolidated
2021 2020 2021 2020
Financial Results
Income from operation 109714.34 102010.15 109714.34 102010.15
Other Operating Income 1262.31 3609.14 305.26 3609.14
Finance Cost 1190.49 1166.17 1195.62 1166.17
Depreciation (including amortization) 2255.98 2395.23 2255.99 2395.23
Profit Before Tax 13569.13 6488.19 12590.85 6488.19
Tax Expenses (including Deferred Tax) 3202.83 675.78 3005.14 675.78
Profit After Tax 10366.30 5812.42 9585.71 5812.42
Share of Profit from Associate - - 2755.63 244.15
Profit for the Period 10366.30 5812.42 12341.34 6056.57

FINANCIAL ACCOUNTING AND ADOPTION OF IND-AS

The Financial Statements for the FY 2020-21 are prepared under Ind-AS. Pursuant toSection 129(3) of the Companies Act 2013 the Consolidated Financial Statements of theCompany prepared in accordance with the Section 133 of the Companies Act 2013 read withRule 7 of the Companies (Accounts) Rules 2014 and Indian Accounting Standard 110 onConsolidated Financial Statements is provided in the Annual Report.

BUSINESS OPERATION AND PERFORMANCE REVIEW

During the year Revenue from Operations stood at Rs 109714.34 Lakhs as against Rs102010.15 Lakhs during the last FY 2019-20. The Profit before Interest Production at aglance:

Depreciation and Taxation stood at Rs 17015.60 Lakhs as against Rs 10009.59 Lakhsin the previous year registering a growth of 69.99%. The Net Profit after Tax for the yearstood at Rs 10366.30 Lakhs against Rs 5812.42 Lakhs in the previous year. StandaloneEarnings per Share (EPS) stood at Rs 3.67 (face value of Rs. 1/- each) and ConsolidatedEarnings per Share (EPS) stood at Rs 4.37 (face value of Rs 1/- each) for the FinancialYear ended March 31 2021.

Despite several macroeconomic headwinds volatile market environment and operationalchallenges the Company delivered a robust performance both in terms of profitability andturnover driven by a strong focus on operational excellence and market diversification.

Product 2020-21 2019-20 % of Change
Production Sales* Production Sales* Production Sales*
Sponge Iron (M.T.) 232001 227746 269635 270181 -13.96% -15.71%
M.S. Billets (M.T.) 261135 261150 279076 278945 -6.43% -6.38%
M.S. Round Bar & Miss Rolled Bar (M.T.) 257527 263513 274392 270720 -6.15% -2.66%
Wheat Products (M.T.) 51731 50461 44745 44362 15.61% 13.73%
Power Generation (KWH) 235522319 235522319 258330603 258330603 -8.83% -8.83%

*Sales include captive consumption also.

The Company has considered internal and external sources of information up to date ofapproval of these financial statements in evaluating possible effects that may result fromthe pandemic relating to Covid-19 on the carrying amounts of trade and unbilledreceivables investments goodwill and intangible assets. The Company is confident aboutthe recoverability of these assets.

There is no change in the nature of the business of the Company. Disclosure offinancial statement of Associate Company M/s. Gallantt Metal Limited has been provided inthe prescribed format as a part of this Report. There were no significant and materialorders passed by regulators or courts or tribunals impacting the going concern status andCompany's operations in future. Factory had been working efficiently during the year.Safety measures and processes have been installed and improved upon at the plants and worksites. There are no material changes or commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and the date of thisReport.

Due to nationwide lockdown declared by the Government of India manufacturing and salesoperations were shut down in late March 2020 and partially resumed in the month of Apriland became fully operational from start of June 2020 which has impacted Company'soperations during the months of March April and May 2020. The Company's Agro Businessesbeing in the 'essential' category remained operational. The overall demands of the steelproducts have been impacted but due to easing out of restriction in lockdown demand forthe products are improving.

COVID 19 STEPS TAKEN BY THE COMPANY

In view of the lockdown across the country due to the COVID-19 pandemic manufacturingoperations of the Company across all its locations were suspended temporarily during Marchand April-2020 in compliance with the directives/orders issued by the relevantauthorities. The consolidated financial results for the year ended March 31 2021 wereimpacted by disruptions owing to COVID 19. The Company has made an assessment of therecoverability and carrying values of its assets comprising property plant and equipmentinventories receivables and other current / non-current assets as of 31 March 2021 and onthe basis of evaluation has concluded that no material adjustments are required in thefinancial results. The Company is taking all the necessary steps and precautionarymeasures to ensure smooth functioning of its operations and to ensure the safety andwell-being of all its employees. Given the criticalities associated with nature conditionand duration of COVID-19 the impact assessment on the Company's financial statements willbe continuously made and provided for as required.

Your company stands by the society and community in times of despair. Apart from theabove the company has distributed wheat and other food items at the Gorakhpur (HeadOffice) and adjacent and nearby areas especially at villages nearby its plant. The companyhas also supplied face masks and sanitizers to these villages.

The company strictly follows all precautions and guidelines prescribed by theGovernment particularly towards adhering to safety measures in respect of its employees.

DIVIDEND

In view of conserving resources of the Company for future plan and to strengthen itsfund and liquid position Directors are unable to recommend any dividend.

Securities and Exchange Board of India ('SEBI') vide its notification dated 8 July2016 has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ('Listing Regulations') introducing new Regulation 43A mandating the top 500 listedentities based on market Capitalization calculated as on 31st March of every FinancialYear to formulate a Dividend Distribution Policy and disclose the same in their AnnualReports and on their websites (www.gallantt.com).

Accordingly the Board of the Company has adopted a Dividend Distribution Policy whichis available on the website of the Company i.e.www.gallantt.com under "InvestorsCorner" and the same is annexed as ANNEXURE-I.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India have been complied with.

SHARE CAPITAL

As on 31st March 2021 the authorized capital of the Company was Rs 498850000/-(Rupees Forty-Nine Crores Eighty-Eight Lakhs Fifty Thousand only) and the paid-upcapitalstands at Rs 282360720/- (Rupees Twenty- Eight Crores Twenty-Three Lakhs Sixty ThousandSeven Hundred and Twenty only) consisting of 282360720 equity shares of Rs 1/- (RupeeOne) each. There was no change in share capital of the Company during the financial yearunder review.

During the year under review the company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity. As on March 31 2021none of the Directors of the company hold instruments convertible into equity shares ofthe Company. The Company has paid Listing Fees for the financial year 2021-22 to each ofthe Stock Exchanges where its equity shares are listed.

BUSINESS GROWTH AND OUTLOOK

Your Company has a dedicated team of Management and Operating Personnel who have beeninstrumental in the growth of the business over the years. Your Directors believe that theCompany has the potential to further scale up its business volumes and profitability andare in the process of identifying new avenues of growth and effective utilization of itsexisting resources. The infrastructure creation continues to be one of the majorpriorities of the State Governments as well as Government of India and thereby theinfrastructure space is likely to see significant activity which augurs well for steeldemand.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systemsestablished and maintained by the Company the work performed by the Internal StatutoryCost and Secretarial Auditors including Audit of Internal Financial Controls overfinancial reporting by the Statutory Auditors and the reviews performed by Management andthe relevant Board Committees including the Audit Committee the Board is of the opinionthat the Company's Internal Financial Controls were adequate and effective during thefinancial year 2020-21.

Accordingly pursuant to Section 134(3)(c) and 134(5) of the Act the Board ofDirectors to the best of their knowledge and ability confirm that:

i. In the preparation of annual accounts the applicable accounting standards have beenfollowed and there has been no material departure.

ii. The selected accounting policies were applied consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2021 and of the profit of theCompany for the financial year ended 31st March 2021.

iii. Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

v. Sufficient internal financial controls have been laid down and such internalfinancial controls are adequate and were operating effectively and

vi. Proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems were adequate and operating effectively.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs IND AS is applicable to the Companyfrom the Financial Year commencing from April 01 2017. The estimates and judgmentsrelating to the Financial Statements are made on a prudent basis so as to reflect in atrue and fair manner the form and substance of transactions and reasonably present theCompany's state of affairs profits and cash flows for the year ended March 31 2021.Financial Statement has been prepared as per applicable Ind-AS.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There is no change in the nature of the business of the Company.

LISTING INFORMATION

The Equity Shares in the Company are in dematerialized form and is listed with BombayStock Exchange Limited and National Stock Exchange of India Limited. The Listing Fee hasbeen paid to the Stock Exchanges for the year 2021-22. The ISIN No. of the Company isINE528K01029.

CREDIT RATING

During the year under report vide its rating letter dated September 04 2020 theRating agency M/s. Brickwork Ratings India Private Limited has upgraded and assigned BWRA- rating for the Company's Fund Based Long Term facilities (long term) and BWR A2+ forNon-Fund based Short Term facilities. Rating is assigned under watch with developingimplications.

PUBLIC DEPOSITS

The Company has not accepted or renewed any public deposits during the period underreview. It has not accepted any deposits from the public within the meaning of theprovisions of Section 73 of the Companies Act 2013 and Rules made there under. Thereforeit is not required to furnish information in respect of outstanding deposits under non-banking non-financial Companies (Reserve Bank) Directions 1966 and Companies (Accounts)Rules 2014.

DEBENTURES

During the financial year under review the Company has not issued or allowed anyDebentures and does not have any outstanding Debentures.

AUDITORS & AUDITORS' REPORT

The Board of Directors based on the recommendation of the Audit Committee hasappointed of M/s. Maroti & Associates Chartered Accountants (Firm Registration Number322770E) 1209 Ansal Tower Nehru Place New Delhi-110019 as the Statutory Auditors of theCompany to hold office from the conclusion of the 15th AGM till the conclusion of the 20thAGM. The said appointment was approved at the last 15th AGM. M/s. Maroti & AssociatesChartered Accountants have consented to act as Auditors if appointed and have alsoconfirmed that their appointment will be in accordance with Section 139 read with Section141 of the Act. The notes on accounts referred to the Auditors' Report areself-explanatory and therefore do not call for any further explanation.

Necessary certificate has been obtained from the Auditors as per Section 139(1) of theCompanies Act 2013. The notes on accounts referred to the Auditors' Report areself-explanatory and therefore do not call for any further explanation.

The Auditors' Report is annexed hereto and forms part of the Annual Report. TheAuditors' report does not contain any qualifications reservations or adverse remarks.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under section 134(3) (m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed as ANNEXURE-II to thisDirectors' report.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES WITH DIFFERENTIALRIGHTS

The Company has not issued any Sweat Equity Shares or Equity Shares with DifferentialRights during the financial year.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED

No disclosure is required under Section 67 of the Companies Act 2013 read with Rule16(4) of the Companies (Share Capital and Debentures) Rules 2014 in respect of votingrights not exercised directly by the employees of the Company as the provisions of thesaid Section are not applicable.

COST AUDIT

The Company has submitted the Cost Audit Report and Cost Compliance Report for the year2019-20 duly certified by a Cost Accountant to the Central Government within the due date.M/s. U. Tiwari & Associates Cost Accountants were appointed with the approval of theCentral Government to carry out the cost audit in respect of the Company for the financialyear 2020-21.

In terms of the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time the Board of Directorsbased on the recommendation of the Audit Committee has appointed M/s. U. Tiwari &Associates Cost Accountants as Cost Auditor of the Company for conducting the Cost Auditfor the financial year 2021-22 on a remuneration of Rs 55000/- plus out of pocketexpenses.

A Certificate from M/s. U. Tiwari & Associates Cost Accountants has been receivedto the effect that their appointment as Cost Auditor of the Company if made would be inaccordance with the limits specified under Section 141 of the Act and Rules framedthereunder.

The remuneration is subject to the ratification of the Members in terms of Section 148read with Rule 14 of the Companies (Audit and Auditors) Rules 2014.

The Company has received consent from M/s. U. Tiwari & Associates CostAccountants to act as the Cost Auditor for conducting audit of the cost records for thefinancial year 2021-22 along with a certificate confirming their independence and arm'slength relationship. Company has made and maintained the cost records pursuant to theCompanies (Cost Records and Audit) Rules 2014 as prescribed by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013.

INSURANCE

All the insurable interests of your Company including inventories buildings plant andmachinery and liabilities under legislative enactments are adequately insured.

INTERNAL COMPLAINT REGARDING SEXUAL HARASSMENT

There were no cases of sexual harassment of woman at work place. Also there are noinstances of child labour/ forced labour/ involuntary labour and discriminatory employmentduring the year.

BOARD COMMITTEES

Details of Audit Committee Nomination & Remuneration Committee Stakeholders'Relationship Committee Corporate Social Responsibility Committee Risk ManagementCommittee and Committee of Directors have been disclosed under Corporate GovernanceReport. Board of Directors has reconstituted all the above Committees and the same hasbeen disclosed under Corporate Governance Report.

DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARDALONG WITH REASONS

The same is not applicable as the Audit Committee's recommendations were accepted andimplemented by the Board.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed herewith as ANNEXURE-III to this report.

A statement comprising the names of top 10 employees in terms of remuneration drawn isgiven in this report as ANNEXURE-III.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans guarantees and investments u/s 186 of the Companies Act 2013is annexed herewith as ANNEXURE-IV.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aManagement Discussion and Analysis report is part of the Annual Report and is annexedherewith as ANNEXURE-V.

A report on Corporate Governance together with the Auditors' Certificate regarding thecompliance of conditions of Corporate Governance is part of the Annual Report.

MARKET AND FUTURE PROSPECTS

Please refer to Management Discussion & Analysis Report which forms part of theAnnual Report.

DETAILS OF POLICIES

(i) Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The summary of Remuneration Policy of the Company prepared in accordancewith the provisions of Section 178 of the Companies Act 2013 read with Part D of ScheduleII of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 areprovided in the Corporate Governance Report. The Remuneration Policy is uploaded on thewebsite of the Company. The web link to the Remuneration Policy is as under:https://www.gallantt.com/Investors Corner/

Gallantt Ispat Limited/Nomination and Remuneration Policy/Remuneration CriteriaNon-Executive Director w.e.f. 01.04.2019.

(ii) Corporate Social Responsibility Policy (CSR)

The Board has on the recommendation of the CSR Committee approved the CSR Policy. TheCompany's CSR Policy is available on the Company's website www.gallantt.com and the sameis also attached herewith as ANNEXURE - VI.

As a part of its initiative under the "Corporate Social Responsibility" (CSR)drive the Company has undertaken projects in the area of Health Education and ruraldevelopment eradicating hunger promoting health care and education. These projects arein accordance with Schedule VII of the Companies Act 2013 and the Company's CSR policy.Annual Report on CSR as required under Rule 8 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is also attached herewith as ANNEXURE-VII.

(iii) Risk Management Policy

Business Risk Evaluation and Management is an ongoing process within the Organization.Pursuant to Section 134(3)(n) of the Companies Act 2013 the Board has framed a RiskManagement Policy for the Company. The Company has in place a mechanism to identifyassess monitor and mitigate various risks to key business objectives. Major risksidentified by the business and functions are systematically addressed through mitigatingactions on a continuing basis. At present the company has not identified any element ofrisk which may threaten the business (or) existence of the company.

Company has formulated a policy on Risk Management. The Policy is formulated incompliance with Regulation 17(9)(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("the Listing Regulations") and provisions ofthe Companies Act 2013 ("the Act") which requires the Company to lay downprocedures about risk assessment and risk minimization.

The web link to the Risk Management Policy is asunder:https://www.gallantt.com/InvestorsCorner/ Gallantt Ispat Limited/ Risk ManagementPolicy w.e.f. 01.04.2019.

(iv) Whistle Blower Policy - Vigil Mechanism

Your Company has formulated a Vigil Mechanism Policy with a view to provide a mechanismfor employees and directors of the Company to approach the Chairman of the Audit Committeeto ensure adequate safeguards against victimisation.

This policy would help to create an environment where in individuals feel free andsecure to raise an alarm whenever any fraudulent activity takes place or is likely totake place. It will also ensure that complainant(s) are protected from retributionwhether within or outside the organization. The Board has elected Mr. Nitesh KumarCompany Secretary as the Whistle Officer under the Vigil Mechanism Policy.

The details of establishment of the Vigil Mechanism Policy are displayed on the websiteof the Company www. gallantt.com under the link: https://www.gallantt.com/ InvestorsCorner/Gallantt Ispat Limited/ Whistle Blower Policy w.e.f. 01.04.2019.

SECRETARIAL AUDITORS

Mr. Anurag Fatehpuria Practising Company Secretary having office address at 23/1Sita Nath Bose Lane Salkia Howrah Pin-711101 has been appointed as Secretarial Auditorsof the Company for the FY ended 31st March 2021. The Secretarial Audit Report receivedfrom the Secretarial Auditors is annexed to this report marked as ANNEXURE-VIII and formspart of this report.

ANNUAL EVALUATION OF BOARD COMMITTEES AND INDIVIDUAL DIRECTORS

During the financial year formal annual evaluation of the Board its committees andindividual Directors was carried out pursuant to the Board Performance Evaluation Policyof the Company.

The performance of the Board and committees was evaluated after seeking inputs from allthe Directors on the basis of the criteria such as Board/ committee constitutionsfrequency of meetings effectiveness of processes etc. The performance of individualDirectors (including Independent Directors) was evaluated by the Board and Nomination& Remuneration Committee (excluding the Director being evaluated) after seeking inputsfrom all Directors on the basis of the criteria such as thought contribution business insights and applied knowledge.

The criteria for the performance evaluation of the Board of Directors includes aspectssuch as its composition and structure and the effectiveness of its processes informationflow and functioning. The criteria for the performance evaluation of individual Directorsincludes aspects such as the Director's contribution to the Board of Directors andCommittee meetings including preparation on the issues to be discussed as well asmeaningful and constructive contribution and inputs during meetings. In addition theChairperson is evaluated on the key aspects of his role.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee reviewed the performance of individual directors on the basis of criteria suchas the contribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

A separate meeting of Independent Directors was also held to review the performance ofManaging Director performance of the Board as a whole and performance of the Chairpersonof the Company taking into account the views of Executive Directors and Non-ExecutiveDirectors.

FAMILIARISATION PROGRAMME

Your Company follows a structured orientation and familiarization programme throughvarious reports/ codes/internal policies for all the Directors with a view to update themon the Company's policies and procedures on a regular basis.

Periodic presentations are made at the Board Meetings on business and performance longterm strategy initiatives and risks involved.

All the Board members of the Company are afforded every opportunity to familiarizethemselves with the Company its management its operations and industry perspective on aregular basis. They are made to interact with senior management personnel and proactivelyprovided with relevant news views and updates on the Company and sector. All theinformation/documents sought by them is/are also shared with them for enabling a goodunderstanding of the Company its various operations and the industry. The Directors wereapprised on key aspects of operations and market trend and the Company's performance andits future projects. The details of programmes for familiarisation for IndependentDirectors are posted on the website of the Company at www.gallantt.com under the InvestorsCorner of Gallantt Ispat Limited under the link: https://www.gallantt.com/ InvestorsCorner/ Gallantt Ispat Limited/Famaliarization Programme Imparted.

CODE OF CONDUCT

Your Company has adopted a Code of Conduct for members of the Board (incorporatingduties of Independent Directors) and the Senior Management. The Code aims at ensuringconsistent standards of conduct and ethical business practices across the Company. YourCompany has received confirmations from all concerned regarding their adherence to thesaid Code.

Pursuant to Regulation 17(5) of the Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Mr. C.P. Agrawal Chairman& Managing Director and Mr. Mayank Agrawal Chief Executive Officer confirmedcompliance with the Code by all members of the Board and the Senior Management.

The full text of the Code is hosted on the Company's website www.gallantt.com under theInvestors Corner of Gallantt Ispat Limited under the link: https://www.gallantt.com/Investors Corner/ Gallantt Ispat Limited/ Code of Conduct of BOD-w.e.f.01.04.2019.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has adopted a Code of Conduct for Prevention of Insider Trading and Codeof Practices and procedures for Fair Disclosure of Unpublished Price Sensitive Information(hereinafter referred to as the "Code of Conduct" as per Securities and ExchangeBoard of India (SEBI) (Prohibition of Insider Trading) Regulations 2015. All DirectorsDesignated Employees who could have access to the Unpublished Price Sensitive Informationof the Company are governed by the Code. During the year under review there has been duecompliance with SEBI (Prohibition of Insider Trading) Regulations 2015. The full text ofthe Code is hosted on the Company's website www.gallantt.com under the Investors Corner ofGallantt Ispat Limited under the link: https://www.gallantt.com/ Investors Corner/Gallantt Ispat Limited/ Code of Conduct of Insider Trading-w.e.f. 01.04.2019.

NUMBER OF MEETINGS OF BOARD AND AUDIT COMMITTEE HELD DURING THE YEAR 2020-2021

Seven (7) meetings of the Board of Directors of the Company were conducted during thefinancial year and also Seven (7) meetings of the Audit Committee of the Board ofDirectors were conducted during the financial year. The details ofboard/committee/shareholders meetings are provided under the Corporate Governance Reportwhich forms part of the Annual Report.

AUDIT COMMITTEE

The Audit committee of the Company as on the date of this report is constituted offollowing Directors:

Names Designation Category
Mrs. Smita Modi Chairperson Independent
Mrs. Sangeeta Upadhyay Member Independent
Mr. Prem Prakash Agrawal Member Executive

Constitution of the Audit Committee is in compliance with requisite provisions of theCompanies Act 2013 and rules made thereunder SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and all other applicable laws rules and regulations.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company as on the date of this report isconstituted of following Directors:

Names Designation Category
Mrs. Sangeeta Upadhyay Chairperson Independent
Mrs. Smita Modi Member Independent
Mr. Prem Prakash Agrawal Member Executive

Constitution of the Stakeholder Relationship is in compliance with requisite provisionsof the Companies Act 2013 and rules made thereunder SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and all other applicable laws rules andregulations.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company as on the date of this reportis constituted of following Directors:

Names Designation Category
Mrs. Sangeeta Upadhyay Chairperson Independent
Mrs. Smita Modi Member Independent
Mr. Ashtbhuja Prasad Srivastava Member Independent

Constitution of the Nomination and Remuneration Committee is in compliance withrequisite provisions of the Companies Act 2013 and rules made thereunder SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and all other applicable lawsrules and regulations.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee of the Company as on the date of thisreport is constituted of following Directors:

Names Designation Category
Mr. Prem Prakash Agrawal Chairperson Executive
Mr. Chandra Prakash Agrawal Member Executive
Mrs. Smita Modi Member Independent

Constitution of the Nomination and Remuneration Committee is in compliance withrequisite provisions of the Companies Act 2013 and rules made thereunder SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and all other applicable lawsrules and regulations.

COMMITTEE OF DIRECTORS

At their meeting held on June 29 2020 the Board of Directors has constituted aCommittee of Directors with nomenclature of "Committee of Directors". TheCommittee of Directors has the following composition of members as on the date of thisreport and is constituted of following Directors:

Names Designation Category
Mr. Chandra Prakash Agrawal Chairperson Executive
Mr. Prem Prakash Agrawal Member Executive
Mr. Nitin Mahavir Prasad Kandoi Member Executive

RISK MANAGEMENT COMMITTEE

In compliance with the requirements of Regulation 21 of the SEBI LODR Board ofDirectors of the Company at its meeting held on June 29 2021 has constituted the RiskManagement Committee with the following Directors:

Names Designation Category
Mr. Udit Agarwal Chairperson Independent
Mr. Ashtbhuja Prasad Srivastava Member Independent
Mr. Nitin Mahavir Prasad Kandoi Member Executive

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES

Pursuant to the provisions of Section 129(3) of the Act a statement containingperformance & salient features of the financial statements of Company's associate /Wholly Owned Subsidiaries in Form AOC-1 is attached as ANNEXURE-IX. The Company has twoWholly Owned Subsidiaries viz. Gallantt Industry Private Limited and Gallantt UdhyogPrivate Limited. Gallantt Metal Limited is an 'Associate' of the Company.

The accounts of the Associate Company and Wholly Owned Subsidiaries are audited andcertified by their respective Statutory Auditors for consolidation.

In accordance with Section 136 of the Act the financial statements of the AssociateCompanies and Wholly Owned

Subsidiaries are available for inspection by the members at the Registered Office ofthe Company during business hours on all days except Saturdays Sundays and publicholidays upto the date of the AGM. Any member desirous of obtaining a copy ofthe saidfinancial statements may write to the Company Secretary at the Registered Office of theCompany. The financial statements including the CFS and all other documents required tobe attached to this report have been uploaded on the website of the Company atwww.gallantt.com.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'S SUBSIDIARIES JOINT VENTURESORASSOCIATE COMPANIES DURING THE YEAR

The Company has acquired two Wholly Owned Subsidiaries viz. Gallantt Industry PrivateLimited and Gallantt Udhyog Private Limited. Company did not have joint ventures. In termsof the Regulation 46(2)(h) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the policy for determining material subsidiaries is placed on thewebsite of the Company at www.gallantt.com under Investors Corner of Gallantt IspatLimited. Gallantt Metal Limited is an 'Associate' of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators or Courts or Tribunalwhich would impact the going concern status of the Company and its future operations.However Members attention is drawn to the statement on contingent liabilitiescommitments in the notes forming part of the Financial Statements.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behaviouractual or suspected fraud or violation of the Company's code of conduct or ethics policy.The Whistle Blower Policy is available on the website of the Company. The details ofestablishment of the Vigil Mechanism Policy is displayed on the website of the Companywww.gallantt. com under the link: https://www.gallantt.com/Investors Corner/ GallanttIspat Limited/ Whistle Blower Policy w.e.f. 01.04.2019.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility Committee and has frameda Corporate Social Responsibility Policy and identified Healthcare Children's educationas some of the key areas. The

Company will continue to support social projects that are consistent with the policy.

Corporate Social Responsibility Committee of the Company is constituted of:

Mr. Prem Prakash Agrawal Chairman

Mr. Chandra Prakash Agrawal and

Mrs. Smita Modi

KEY MANAGERIAL PERSONNEL

The following are the whole-time key managerial personnel of the Company:

SI. No. Name Designation
1 Mr. Chandra Prakash Agrawal Chairman and Managing Director
2 Mr. Prem Prakash Agrawal Whole-time Director
3 Mr. Santosh Kumar Agrawal Whole-time Director
4 Mr. Nitin Mahavir Prasad Kandoi Whole-time Director
5 Mr. Mayank Agrawal Chief Executive Officer
6 Mr. Amit Jalan Chief Financial Officer
7 Mr. Nitesh Kumar Company Secretary

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Ind - AS on Consolidated Financial Statements read with the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the ConsolidatedAudited Financial Statements and Consolidated Cash Flow Statement for the year ended March31 2020 are provided in the Annual Report. A statement containing the salient feature ofthe financial statements of each of the subsidiary and Associate Company in the prescribedForm AOC-1 is annexed ANNEXURE-IX.

Pursuant to Section 136 of the Act the financial statements of the subsidiary andAssociate Companies are kept for inspection by the shareholders at the Registered Officeof the Company. The Company shall provide free of cost the copy of the financialstatements of its subsidiary and Associate companies to the shareholders upon theirrequest. The statements are also available on the website of the Company www.gallantt.com

COVID 19 STEPS TAKEN BY THE COMPANY

Your company stands by the society and community in times of despair. Apart from theabove the company has distributed wheat and other food items at the Gorakhpur andadjacent and nearby areas especially at villages nearby its plant. The company has alsosupplied face masks and sanitizers and free meal to these villages. The company strictlyfollows all precautions and guidelines prescribed by the Government particularly towardsadhering to safety measures in respect of its employees.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the financial year as stipulated underRegulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is part of the Annual Report and is attached as

ANNEXURE - X.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Act the details forming part of theextract of the Annual Return in Form MGT-9 is annexed herewith as ANNEXURE-XI.

RISK MANAGEMENT

Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee. Someof the risks that the Company is exposed to are:

Key Risk Impact to Gallantt Ispat Limited Mitigation Plans
Commodity Price Risk Risk of price Fluctuation on basic raw materials like Iron Ore Coal Chemicals Scraps as well as finished goods used in the process of manufacturing. The Company commands excellent business relationship with the business associates. In case of major fluctuation either upwards or downwards the matter will be mutually discussed and compensated both ways. Also by focusing on new value added products helps in lowering the impact of price fluctuation in finished goods.
Uncertain global economic environment - slow growth in global economy Impact on raw materials which are imported We have internal procedure to mitigate the global adverse impact.
Interest Rate Risk Any increase in interest rate can affect the finance cost Any increase in interest rate can affect the finance cost. Dependence on debt is very minimum and we have surplus funds cushion to settle the entire debt in case the need arises. Further the Company has repaid the Term Loan infull.
Foreign Exchange Risk Your company does not have export sales. However import raw materials from country outside India. Any volatility in the currency market can impact the overall profitability. The Company commands excellent business relationship with the sellers and suppliers. In case of major fluctuation either upwards or downwards the matter will be mutually discussed and compensated both ways.
Human Resources Risk Your Company's ability to deliver value is dependent on its ability to attract retain and nurture talent. Attrition and non availability of the required talent resource can affect the overall performance of the Company. By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. Also recruitment is across almost all states of India which helps to mitigate this risk and we do not anticipate any major issue for the coming five years.
Competition Risk Your company is always exposed to competition Risk from Steel and Ago Manufacturers across the region. The increase in competition can create pressure on margins market share etc. By continuous efforts to enhance the brand image of the Company quality Cost timely delivery and customer service.
Compliance Risk - Increasing regulatory requirements Any default can attract penal provisions By regularly monitoring and review of changes in regulatory framework. By monitoring of compliance through legal compliance Management tools and regular internal audit and secretarial audit.
Industrial Safety Employee Health and Safety Risk The Steel and Agro industry is labour intensive and are exposed to accidents health and injury risk due to machinery breakdown human negligence etc. By development and implementation of critical safety standards across the various departments of the factory establishing training need identification at each level of employee.
Cyber Security Risk With the growing instances of cyber attacks data security has become a challenge. Confidential information has been enhanced by implementing best-in-class firewalls. The Company is aware about the current elevated levels of cyber security risks across the globe. All critical IT servers are protected with best-inclass firewalls which are monitored and updated regularly.
Key Risk Impact to Gallantt Ispat Limited Mitigation Plans
All access to critical IT servers including SAP ERP for those working remotely are allowed through security authentication tunnel. Necessary update patches and security policies are pushed over the internet to all computers of the Company on a daily basis even if the user is at home or away from office. Deviations and alerts are monitored closely and corrective/ preventive actions are implemented as per need. The Risk Management Committee looks into the monitoring and reviewing of the risk management plan and such other functions as it may deem fit and such function specifically covers cyber security.

Following amount of Unpaid Dividend has not been claimed and paid till 31.03.2021:

Nature of Money Relevant Financial Year Bank Account Details Amount lying (In Rs.)
Final Dividend for 2014 2013-14 IDBI Bank Account No. 0135103000007900 3282.50
Final Dividend for 2015 2014-15 IDBI Bank Account No. 0135103000008587 3427.00
Interim Dividend 2016 2015-16 ICICI Bank Account No. 001105026007 3929.00
Final Dividend for 2017 2016-17 IDBI Bank Account No. 1526103000000347 12765.50
Final Dividend for 2018 2017-18 IDBI Bank Account No. 1526103000000569 21063.00
Final Dividend for 2018-19 (Interim Dividend) 2018-19 IDBI Bank Account No. 1526103000000666 23761.75

Unclaimed and unpaid amount of Dividend for the Financial Year 2012-13 to the tune ofRs 17666 were transferred to the Investors' Education and Protection Fund. Members whohave not so far encashed their Divided Warrants for the financial years ended 31st March2014 2015 2016 (Interim) 2017 2018 and 2019 (Interim) are requested to approachimmediately the Registrars for revalidation of unclaimed Dividend Warrants. The details ofunclaimed dividend are available on the Company's corporate website www.gallantt.com andalso uploaded on the website of IEPF viz. www.iepf.gov.in

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

a) Transfer of Unclaimed Dividend to IEPF:

As required under Section 124 of the Act the Unclaimed Dividend amount aggregating toRs 17666/- pertaining to the financial year ended on 31st March 2013 lying with theCompany for a period of seven years were transferred during the Financial Year 2020-21 tothe Investor Education and Protection Fund established by the Central Government.

b) Transfer of shares to IEPF:

As required under Section 124 of the Companies Act 2013 881 Equity Shares in respectof which dividend has not been claimed by the members for seven consecutive years or morehave been transferred by the Company to the Investor Education and Protection FundAuthority (IEPF) during the financial year 2020-21. Details of shares transferred havebeen uploaded on the website of IEPF as well as the Company.

BOARD OF DIRECTORS AND SENIOR EXECUTIVE

The Board of Directors comprises of Eight Directors of which four are Independent. Interms Section 152 of the Companies Act 2013 Mr. Prem Prakash Agrawal liable to retireby rotation at the ensuing Annual General Meeting is eligible for re-election.

Mr. Ashtbhuja Prasad Srivastava (DIN: 08434115) Mrs. Sangeeta Upadhyay (DIN:06920195) Mrs. Smita Modi (DIN: 01141396) and Mr. Dindayal Jalan (DIN: 00006882) areIndependent Directors of the Company. Presently Company has optimum combination ofExecutive NonExecutive and Independent Directors on the Board of the Company.

Mr. Dindayal Jalan (DIN: 00006882) has tendered his resignation from the Directorshipof the Company with effect from April 12 2021. The Board has placed on record its deepappreciation for the invaluable support and guidance received from Mr. Dindayal Jalanduring his association as a Non-Executive Independent Director of the Company.

Independent Directors are appointed for five consecutive years and are not liable toretire by rotation in terms of Sections 149 152 Schedule IV and other applicableprovisions if any of the Companies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014. Mr. Mayank Agrawal is a Chief Executive Officerof the Company as per the provisions of the Companies Act 2013. Mr. Amit Jalan is ChiefFinancial Officer and is inter alia looking after the core finance function of theCompany. Mr. Nitesh Kumar is working in the capacity of Company Secretary and ComplianceOfficer.

None of the Directors of your Company is disqualified under the provisions of Section164(2)(a) & (b) of the Companies Act 2013 and a certificate dated June 29 2021received from Company Secretary in Practice certifying that none of the directors on theboard of the company have been debarred or disqualified from being appointed or continuingas directors of the Companies by SEBI/Ministry of Corporate Affairs or any such statutoryauthority is annexed to the Corporate Governance Report. All Independent Directors havegiven declarations that they meet the criteria of independence as laid down under Section149(6) of the Companies Act 2013 and Regulation 16 (b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Further Independent Director shall getthemselves registered with the Independent Directors' Databank as per the Companies(Appointment and Qualification of Directors) Fifth Amendment Rules 2019.

Mr. Udit Agrawal (DIN:07036864) has been appointed as an Additional IndependentDirector on the Board of the Company effective from June 29 2021. His appointment shallbe affirmed by the Shareholders in the ensuing Annual General Meeting of the Company. TheCompany has received notices u/s 160 of the Act from a Member of the Company signifyinghis intention to propose the candidature of Mr. Udit Agrawal (DIN:07036864) for the officeof the Director of the Company.

The Policy on Directors' appointment and remuneration including the criteria fordetermining the qualifications positive attributes and independence of Directors forms apart of the Corporate Governance Section of the Annual Report.

Presently Company has optimum combination of Executive Non-Executive and IndependentDirectors on the Board of the Company.

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended 31st March 2021 are provided in theManagement Discussion and Analysis Report given in Annexure - V which is annexed heretoand forms a part of the Board's Report.

KEY MANAGERIAL PERSONNEL (KMP) WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

During the year there were no changes in the KMP. However on April 12 2021 Mr.Dindayal Jalan (DIN: 00006882) Independent Director has tendered his resignation from theBoard of the Company. Further Mr. Udit Agarwal (DIN: 07036864) has been appointed as anAdditional Independent Director of the Company. Details pertaining to their remunerationof KMPs have been provided in the Extract of Annual Return annexed hereto and forming partof this Report.

TRANSFER TO RESERVES

Your Directors has not proposed to transfer net earnings for the period to the GeneralReserve.

RELATED PARTY TRANSACTIONS

The details of Related Party Transactions during the Financial Year ending 31st March2021 being arm's length transactions have been reported in the financial statements andforms part of this report. The Audit Committee and the Board of Directors of the Companyhave formulated the Policy on dealing with RPTs and a Policy on materiality of RPTs whichis uploaded on the website of the Company and can be accessed through the website of theCompany www.gallantt.com under the Investors Corner of Gallantt Ispat Limited.

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 and the Rules made thereunder are not attracted. Thusdisclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is notrequired. Further there are no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel. The Company hasdeveloped a framework through Standard Operating Procedures for the purpose ofidentification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit Committee as also to theBoard for approval. Omnibus approval was obtained on a yearly basis for transactions whichare of repetitive nature. Transactions entered into pursuant to omnibus approval areaudited by the Audit Committee and a statement giving details of all Related PartyTransactions are placed before the Audit Committee and the Board for review and approvalon a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company viz. www.gallantt.com. None of the Directors hasany pecuniary relationship or transactions vis-a-vis the Company.

PERSONNEL INDUSTRIAL RELATIONS AND MARKETING

The Company's HR philosophy is to establish and build a high performing organizationwhere each individual is motivated to perform to the fullest capacity: to contribute todeveloping and achieving individual excellence and departmental objectives andcontinuously improve performance to realize the full potential of our personnel.Industrial relations have remained harmonious throughout the year.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued there under as well asSecurities & Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

AWARD AND RECOGNITIONS

During the year and during previous years Company/ Management has received followingawards accolades and reconciliation:

During previous years:

• Udyami Samman 2011: Awarded by Zee Media House and was presented by Shri PrakashJaiswal Hon'ble Coal Minister Government of India.

• Udyami Samman 2013: Awarded by Sahara Samay Media House and was presented byShri Akhilesh Yadav Hon'ble Chief Minister of U.P

• Promoter of Gallantt Group Mr. C.P Agrawal & family has been listed onIndia's Super Rich List at 188th position in 2014 by the Business World Magazine.

• Gems of Purvanchal: Jagran Coffee Table Book has given a place to our promoterShri. C.P. Agrawal by stating "MAKING A MARK WITH BUSINESS IN STEEL".

• Shri Yogi Adityanath Maharaj Ji C.M. of U.P. honoured the company for'Entrepreneur of the Region' during Gorakhpur Mahotsav 2018.

• The Top Challengers Award 2018: awarded by the Construction World Magazine aworld famous magazine.

• The Gallant Men: Steel 360 a renowned magazine of steel industry felicitatedthe group and its promoters in its cover story May 2018.

• Ranked at 6th position among the top 10 mid-size rebar producers in India bySteel 360 magazine in August 2018 edition.

• Listed "200 BEST UNDER A BILLION COMPANIES" in Forbes Asia MagazineJuly/August 2019 edition.

• Group Chairman Shri Chandra Prakash Agrawal Ji was felicitated with momento forhis significant and imperishable contributions to the Industrial development in the Stateby Shri Yogi Adityanath Maharaj Ji C.M.of U.P on the eve of U.P. Diwas Mahotsav inJanuary 2020.

During the year:

• Industry outlook Magazine recognised Gallantt under "TOP 10 TMT IRON &STEEL MANUFACTURES 2021".

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2021 till the date ofthis Report. Further it is hereby confirmed that there has been no change in the natureof business of the Company. However after approval of the Scheme of Amalgamation as aboveall the assets and liabilities of the Transferor Companies shall be transferred to theCompany. Significant and material orders passed by the regulators / courts / tribunalsimpacting the going concern status and the Company's operations in future.

As such there is no significant and material order by the regulator/court/tribunalsimpacting the going concern status and the Company's operation in future.

GENERAL

a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and

b) Your Company does not have any ESOP scheme for its employees/Directors.

CHANGE IN SHARE CAPITAL

There are no changes in the Share Capital during the year. INTERNAL FINANCIAL CONTROLS

The Company has an adequate system of internal controls in place. It has documentedpolicies and procedures covering all financial and operating functions. These controlshave been designed to provide a reasonable assurance with regard to maintaining of properaccounting controls for ensuring reliability of financial reporting monitoring ofoperations and protecting assets from unauthorized use or losses compliances withregulations.

The Company has continued its efforts to align all its processes and controls withglobal best practices.

The framework on Internal Financial Controls over Financial Reporting has been reviewedby the internal and external auditors. The Company's internal financial controls wereoperating effectively based on the internal control criteria established by the Companyconsidering the essential components of internal control stated in the guidance note onaudit of internal control over financial reporting issued by the Institute of CharteredAccountants of India.

The Audit committee of the Board of Directors actively reviews the adequacy andeffectiveness of internal control systems and suggests improvements wherever needed tostrengthen the same. The Audit Committee evaluated the internal financial controls basedon the following criteria:

1. Systems have been laid to ensure that all transactions are executed in accordancewith management's general and specific authorisation. There are well-laid manuals for suchgeneral or specific authorisation.

2. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of financial statements in conformity with generallyaccepted accounting principles or any other criteria applicable to such statements and tomaintain accountability for aspects and the timely preparation of reliable financialinformation.

3. Access to assets is permitted only in accordance with management's general andspecific authorisation. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.

4. The existing assets of the Company are verified / checked at reasonable intervalsand appropriate action is taken with respect to any differences if any.

5. Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Company's policies.

A report on the internal financial controls under clause (i) of sub-section 3 ofSection 143 of the Companies Act 2013 issued by M/s. Maroti & Associates CharteredAccountants Statutory Auditors of the Company is attached with their IndependentAuditor's report and the same is self-explanatory.

Effective steps are taken by the Management to enable continuous monitoring of leadcontrol indicators and action taken towards correcting identified gaps. Respectivefunctions have been trained and equipped to enable continuous monitoring of exceptions bythemselves to reduce surprises and enable corrective action on timely and regular basis.

Your Company has a robust financial closure self certification mechanism wherein theline managers certify adherence to various accounting policies accounting hygiene andaccuracy of provisions and other estimates.

PARTICULARS OF LOANS/ADVANCES/INVESTMENTS AS REQUIRED UNDER SCHEDULE V OF THE LISTINGREGULATIONS

The details of related party disclosures with respect to loans/advances/investments atthe year end and maximum outstanding amount thereof during the year as required under PartA of Schedule V of the Listing Regulations have been provided in the notes to theFinancial Statements of the Company.

FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the AuditCommittee or the Board of Directors under sub-section (12) of section 143 of the CompaniesAct 2013 during the financial year.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

TRANSFER OF SHARES COMPULSORILY IN DEMAT MODE

As per amended Regulation 40(1) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 amended vide SEBI Notification No. SEBI/LADNRO/GN/2018/24dated June 2018 effective from December 5 2018; securities of the listed companies canbe transferred (except in case of transmission or transposition) only in thedematerialized form.

In case any of the Shareholders have any queries or need any assistance in this regardplease contact;

GALLANTT ISPAT LIMITED Registrar & Share Transfer Agent
Regd. Office Address: Niche Technologies Pvt. Ltd.
"GALLANTT HOUSE" I-7 Jangpura Extension 7th Floor Room No. 7A & 7B 3A Auckland Rd Elgin
New Delhi - 110014 Kolkata West Bengal - 700017
Telefax: 011-41645392 Tel.: (033) 2280 6616 /17 / 18
Email-Id: nitesh@gallantt.com Email id: nichetechpl@nichetechpl.com
Website: www.gallantt.com Website: www.nichetechpl.com

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Procedure for Nomination and Appointment of Directors: The Nomination and RemunerationCommittee (NRC) has been mandated to oversee and develop competency requirements for theBoard based on the industry requirements and business strategy of the Company. The NRCreviews and evaluates the resumes of potential candidates for appointment of Directors andmeets them prior to making recommendations of their nomination to the Board. Specificrequirements for the position including expert knowledge expected are communicated tothe appointee.

On the recommendation of the NRC the Board has adopted and framed a RemunerationPolicy for the Directors Key Managerial Personnel and other employees pursuant to theprovisions of the Act and the Listing Regulations. The remuneration determined forExecutive/Independent Directors is subject to the recommendation of the Nomination andRemuneration Committee and approval of the Board of Directors. The Non-ExecutiveIndependent Directors and Non-Executive Non-Independent Directors are compensated by wayof sitting fees for attending meetings of the Board and its Committees. The ExecutiveDirectors are not paid sitting fees; the Non-Executive Directors are entitled to sittingfees for attending the Board/Committee Meetings.

It is affirmed that the remuneration paid to Directors Key Managerial Personnel andall other employees is in accordance with the Remuneration Policy of the Company. TheCompany's Policy on Directors' Appointment and Remuneration and other matters provided inSection 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosedin the Corporate Governance Report which forms part of the Annual Report.

EMPLOYEES WELFARE

The Company continues to focus on welfare and improving the quality of lives of itsemployees by providing educational assistance to their children employee wellnesssessions periodic occupational health checks spiritual peace by yoga classes creche andchild care facilities transport facilities to employees at subsidized rate or at nocharge.

AMALGAMATION OF COMPANIES

At their meeting held on January 18 2020 Board of Directors of the Company hasapproved the Scheme of Amalgamation and Slump Sale providing for the Amalgamation ofGallantt Ispat Limited (Transferor Company No. 1 or GIL) AAR Commercial Company Limited(Transferor Company No. 2 or AAR) Hipoline Commerce Private Limited (Transferor CompanyNo. 3 or HIPOLINE) Lexi Exports Private Limited (Transferor Company No. 4 or LEXI) andRichie Credit and Finance Private Limited (Transferor Company No. 5 or RICHIE) (togetherreferred to as the "Transferor Companies") with Gallantt Metal Limited("Transferee Company" or "GML") and for the Slump Sale of 18 MW PowerPlant Undertakings of Gallantt Ispat Limited to the Transferee Company and theirrespective shareholders and Creditors (''Scheme") under Section 230 to 232 and otherapplicable provisions of the Companies Act 2013.

In accordance with the Regulation 37 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as the "LODR") Company had filed the draft Scheme of Amalgamation and SlumpSale with the BSE Limited (formerly Bombay Stock Exchange Limited) and the National StockExchange of India Limited (hereinafter together referred to as the "StockExchanges") for obtaining an 'observation letter' or a 'no-objection letter' beforefiling such scheme. Further Transferor Company No. 1 Transferor Company No. 2 and theTransferee Company had also filed this application with the Stock Exchanges underRegulation 37 of LODR.

Brief details of the Scheme are as under:

1. GIL AAR HIPOLINE LEXI and RICHIE all are TRANSFEROR COMPANIES and GML isTRANSFEREE COMPANY.

2. The Transferee Company is a listed Company GIL and AAR are also Listed Companies.

3. Upon the Scheme becoming effective in lieu of the amalgamation no consideration willbe due to the Transferor Companies and in consideration of the amalgamation of theTransferor Companies with the Transferee Company pursuant to the Scheme including theconsequential extinguishment of the shareholding in Transferor Companies the TransfereeCompany shall without further application issue and allot as given below equity shares inthe Transferee Company to the equity shareholders of the Transferor Companies whose namesappear in the Register of Members of the Transferor Companies on the Record Date:

• 13 (Thirteen) equity shares of the nominal value of Rs. 10/- fully paid up inthe Transferee Company for every 14 (Fourteen) equity shares of Rs 1/- each fully paid upheld by such member in GIL.

• 5 (Five) equity shares of the nominal value of Rs 10/- fully paid up in theTransferee Company for every 1 (One) equity share of Rs 10/- each fully paid up held bysuch member in AAR.

• 9 (Nine) equity shares of the nominal value of Rs 10/- fully paid up in theTransferee Company for every 2 (Two) equity shares of Rs 10/- each fully paid up held bysuch member in HIPOLINE.

• 84 (Eighty-Four) equity shares of the nominal value of Rs 10/- fully paid up inthe Transferee Company for every 1 (One) equity share of Rs 10/- each fully paid up heldby such member in LEXI.

• 101 (One Hundred One) equity shares of the nominal value of Rs 10/- fully paidup in the Transferee Company for every 2 (Two) equity shares of Rs 10/- each fully paid upheld by such member in RICHIE.

4. Transferor Companies GIL and AAR and Transferee Company GML are under theJurisdiction of the Registrar of Companies Delhi and Haryana and Transferor CompaniesHIPOLINE LEXI and RICHIE are under the jurisdiction of the Registrar of Companies WestBengal.

5. Pursuant to the Scheme 18 MW Power Plant Undertakings of GIL will be sold andtransferred to the Transferee Company through Slump Sale at a consideration of Rs. 35Crores payable in cash.

6. "Appointed Date of Slump Sale" means the open of business hours on 1stApril 2019

7. "Appointed Date" means the open of business hours on 1st April 2019 afterthe completion of the slump sale.

Company has appointed BSE Limited as designated Stock Exchange for coordinating withthe SEBI in respect of the said Scheme and matters connected therewith.

Vide its letters dated November 12 2020 and November 23 2020 BSE Limited andNational Stock Exchange of India Limited respectively have issued Observation letters(hereinafter referred to as the "Observation Letters").

Post getting the observation Letters as above Companies filed application with theHonorable National Company Law Tribunal Principal Bench New Delhi (hereinafter referredto as the "NCLT Delhi") together with other petitioner Companies viz. AAR andGIL for directions to hold meetings of the Shareholders and Creditors of the Companies.Further the Petitioner Companies Hipoline LEXI and Richie falling under thejurisdiction of Honorable Company Law Tribunal Kolkata Bench (hereinafter referred to asthe "NCLT Kolkata") have filed application along with necessary enclosures fordispensation of the meeting of Shareholders and Creditors.

Pursuant to the application filed as above NCLT Kolkata vide its order dated January19 2021 has dispensed the meetings of shareholders and creditors. Further NCLT Delhivide its order dated February 26 2021 has directed to convene and hold meetings ofshareholders and creditors of GML GIL and AAR ON April 08 2021. The Chairman hasappointed Mr. Somnath Gangopadhyay and the Chairperson and Ms. Aisha Amin as AlternateChairperson. Further Mr. Tanmay Kumar Saha was appointed as the Scrutinizer of themeetings.

In accordance with the NCLT Delhi Order and provisions of

(i) Section 230(4) read with Section 108 of the Act and read with Rule 20 of theCompanies (Management and Administration) Rules 2014 as amended;

(ii) Rule 6(3) (xi) of the Companies (Compromises Arrangements and Amalgamations)Rules 2016;

(iii) Regulation 44 and other applicable provisions of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended ("Listing Regulations"); and

(iv) Secretarial Standards-2 on General Meetings issued by Institute of CompanySecretaries of India as applicable the Company has engaged the services of NationalSecurities Depository Limited ("NSDL") for the purpose of providing facility ofremote e-voting prior to the Meeting and e-voting during the Meeting so as to enable theequity shareholders to consider and if thought fit approve the Scheme by way ofrequisite majority. Accordingly voting by equity shareholders secured creditors andunsecured creditors of the Company were carried out through

(a) remote e-voting prior to the Meeting and

(b) e-voting during the Meeting. Remote e-voting prior to the Meeting was opened duringthe period commencing from 9.00 a.m. (IST) on Monday April 05 2021 and ending at 5.00p.m. (IST) on Wednesday April 07 2021 arranged by NSDL.

The members (including public shareholders) secured creditors and unsecured creditorspassed the resolution for approval of the Scheme with the requisite majority. Afterapproval of the resolution by the shareholders secured and unsecured creditors theCompanies complied with the requisite formalities and filed petition with the NCLT Delhifor their approval and order of the Scheme. Similarly Other Petitioner Companies viz.Hipoline Lexi and Richie have also filed petition with the NCLT Kolkata Bench forapproval of the Scheme by the NCLT Kolkata Bench.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act 2013 (hereinafter referred to as"the Act") Regulation 33 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as"Listing Regulations") and applicable Accounting Standards the AuditedConsolidated Financial Statements of the Company for the financial year 2020-21 togetherwith the Auditors'Report form part of this Annual Report.

OTHER DISCLOSURES

• The Managing Director & CEO of the Company has not received any remunerationor commission from any of the subsidiary companies;

• None of the Auditors of the Company have reported any fraud as specified underthe second proviso of Section 143 (12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force);

• The Company does not have any scheme or provision of money for the purchase ofits own shares by employees/ Directors or by trustees for the benefit of employees/Directors; and

• The Company has not issued equity shares with differential rights as todividend voting or otherwise.

• In the preparation of financial statements no treatment different from thatprescribed in an Accounting Standard has been followed.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to all of the Company's employees fortheir contribution towards the Company's performance. Your Directors would also like tothank the shareholders employee unions customers dealers suppliers bankersGovernments and all other business associates for their continuous support to the Companyand their confidence in its management on behalf of the Board.

For Gallantt Ispat Limited
Date: July 29 2021 C. P. Agrawal
Place: Gorakhpur Chairman

.