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Gallantt Metal Ltd.

BSE: 532726 Sector: Metals & Mining
NSE: GALLANTT ISIN Code: INE297H01019
BSE 00:00 | 16 Sep 73.20 0.65
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73.25

HIGH

74.00

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71.50

NSE 00:00 | 16 Sep 73.15 0.50
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OPEN 73.25
PREVIOUS CLOSE 72.55
VOLUME 4860
52-Week high 88.00
52-Week low 28.90
P/E 7.75
Mkt Cap.(Rs cr) 595
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 73.25
CLOSE 72.55
VOLUME 4860
52-Week high 88.00
52-Week low 28.90
P/E 7.75
Mkt Cap.(Rs cr) 595
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gallantt Metal Ltd. (GALLANTT) - Director Report

Company director report

TO THE MEMBERS

Your Directors have the pleasure in presenting the 16th Annual Report on the businessand operations of the Company along with the Audited Financial Statements of the Companyfor the financial year ended March 31 2020.

CORPORATE OVERVIEW

Gallantt Metal Limited ("Your Company" or "The Company") is aleading Iron and Steel manufacturing Company in Gujarat. The Company has its RegisteredOffice at New Delhi and Factory at Samakhyali Kutch Gujarat.

WORKING RESULTS

(Rs. in Lacs)

Standalone Consolidated
Financial Results 2020 2019 2020 2019
Income from operation 86504.66 106378.53 86504.66 106378.53
Other Operating Income 114.21 540.21 114.21 540.21
Finance Cost 637.54 598.99 637.54 598.99
Depreciation (including amortization) 1415.10 1409.29 1415.10 1409.29
Profit Before Tax 1289.02 10999.51 1289.02 10999.52
Tax Expenses (including Deferred Tax) 540.79 3836.86 540.79 3836.86
Profit After Tax 748.23 7162.65 748.23 7162.65
Share of Profit from Associate - - 1492.63 3271.54
Profit for the Period 748.23 7162.65 2240.86 10434.20

FINANCIAL ACCOUNTING AND ADOPTION OF IND AS

The Financial Statements for the FY 2019-20 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. 86504.66 Lacs as against Rs.106378.53 Lacs during the last FY 18-19. The Profit before Interest Depreciation andTaxation stood at Rs. 3341.66 Lacs as against Rs. 13007.79 Lacs in the previous yearregistering a shrinking of 74.31%. The Net Profit after Tax for the year fall to Rs.748.23 Lacs from Rs. 7162.65 Lacs in the previous year. Standalone Earnings per Share(EPS) stood at ' 0.92 (face value of Rs.10/- each) and Consolidated Earnings per Share(EPS) stood at Rs. 2.76 (face value of Rs.10/- each) for the Financial Year ended March31 2020. During the year Company has reported relatively sluggish performance both interms of profitability and turnover due to the market conditions as it was highly bearishand unfavourable together with low selling prices with no corresponding downwardadjustment in raw material prices mainly iron ore.

PRODUCTION AT A GLANCE

Product 2019-20 2018-19 % of Change
Production Sales* Production Sales* Production Sales*
Sponge Iron (M.T.) 193614.000 192470.020 203827.000 204326.190 (5.01%) (5.80%)
M.S. Billets (M.T.) 252432.652 256827.670 269872.926 270145.800 (6.46%) (4.93%)
M.S. Round Bar & Miss Rolled Bar (M.T.) 229776.230 225235.440 250918.200 250340.600 (9.43%) (10.03%)
Power Generation (KWH) 214423095 214423095 220723330 220723330 (2.85%) (2.85%)

*Sales include captive consumption also.

Due to pandemic COVID 19 the entire operations of your company as per the Government'sdirective were suspended w.e.f. 23rd March 2020.

There is no change in the nature of the business of the Company. Disclosure offinancial statement of Associate Company M/s. Gallantt Ispat Limited has been provided inthe prescribed format as a part of this Report.

There were no significant and material orders passed by regulators or courts ortribunals impacting the going concern status and Company's operations in future. Factoryhad been working efficiently during the year. Safety measures and processes have beeninstalled and improved upon at the plants and work sites. There are no material changes orcommitments affecting the financial position of the Company which have occurred betweenthe end of the financial year and the date of this Report.

Due to lockdown manufacturing and sales operations were shut down in late March 2020and partially resumed in the month of April and became fully operational from start ofJune 2020 which has impacted Company's operations during the months of March April andMay 2020. The overall demands of the steel products have been impacted but due to easingout of restriction in lockdown demand for the products are improving.

In adherence to the safety norms prescribed by Government of India and StateGovernment the operations were partially resumed in the month of April as per Governmentguidelines in all its manufacturing locations warehouses and offices. However now it isfully functional.

Prior to resumption of operations the Company laid down a detailed Standard OperatingProcedure regarding Work from Home facility for its employees in order to ensure smoothfunctioning of operations. Thereafter the Company has taken utmost care of its staffs andwork force by taking measures like thermal screening and sanitation process of employeessanitization of premises recommending use of Arogya Setu App maintain social distancingetc. The Company is in a comfortable liquidity position due to adequate banking limitsbeing in place. The Company has also embarked upon a Company-wide initiative to bring downcosts and conserve cash. This programme is well under way and the Company is expected toget benefits as a consequence of these initiatives in future.

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 31 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 31 March 2020 the authorized capital of the Company was ' 830000000/- (RupeesEighty Three Crores only) and the paid up capital stands at ' 813223240/- (RupeesEighty One Crores Thirty Two Lacs Twenty Three Thousand Two Hundred and Forty only)consisting of 81322324 equity shares of Rs.10/- (Rupee Ten) each. There was no changein share capital of the Company during the financial year under review. During the yearunder review the company has not issued shares with differential voting rights nor hasgranted any stock options or sweat equity. As on March 31 2020 none of the Directors ofthe company hold instruments convertible into equity shares of the Company. The Companyhas paid Listing Fees for the financial year 2020-21 to each of the Stock Exchanges whereits equity shares are listed.

BUSINESS GROWTH OUTLOOK AND EXPANSION

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 2019-20.

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 2020 and of the profit of theCompany for the financial year ended 31st March 2020.

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 2020.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 2020-21. The ISIN No. of the Company isINE297H01019.

CREDIT RATING

During the year under report vide its rating press release dated October 04 2019 theRating agency M/s. India Rating & Research Private Limited has affirmed Ind A/Stablerating for the Company's Fund Based Long Term facilities (long term) and Ind A1 for NonFund based Short Term facilities. Further vide its press release dated January 27 2020M/s. India Rating &

Research Private Limited has placed Company's Long Term Issuer Rating of 'IND-A' onRating Watch Negative (RWN).

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 allotted anyDebentures and does not have any outstanding Debentures

AUDITORS & AUDITORS' REPORT

M/s ALPS & Co. Chartered Accountants (Firm Registration Number: FRN 313132E) wereappointed as Statutory Auditors in the 13th (Thirteenth) Annual General Meeting (AGM) ofthe Company for a period of five years from the conclusion of 13th AGM till theconclusion of the 18th AGM of the Company subject to ratification of their appointment atevery AGM by the shareholders if required pursuant to the provisions of the CompaniesAct 2013 ("Act"). Central Government vide the Companies (Amendment) Act 2017has amended the provisions of Section 139 of the Act and ratification of appointment ofStatutory Auditors in every AGM is no longer required. The Statutory Auditors haveconfirmed their eligibility under Section 141 of the Companies Act 2013 and the Rulesmade thereunder to continue to act as Statutory Auditors of the Company.

The Statutory Auditors had carried out audit of financial statements of the Company forthe financial year ended March 31 2020 pursuant to the provisions of the Act. The reportsof Statutory Auditors form part of the Annual Report. The reports are self-explanatory anddo not contain any qualifications reservations or adverse remarks.

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 are self-explanatory andtherefore do not call for any further explanation.

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 year2018-19 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 2019-20.

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 202021 on a remuneration of ' 50000/- plus out of pocket expenses.

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 ofSection 148 read 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 2020-21 along with a certificate confirming their independence and arm'slength relationship.

Company has made and maintained the cost records pursuant to the Companies (CostRecords and Audit) Rules 2014 as prescribed by the Central Government under 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 HARRASSMENT

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 and Committee ofDirectors have been disclosed under Corporate Governance Report. Board of Directors hasreconstituted all the above Committees and the same has been disclosed under CorporateGovernance 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 Metal Limited/Nomination and Remuneration Policy/Remuneration Criteria Non-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 as under:https://www.gallantt.com/Investors Corner/ Gallantt Metal Limited/ Risk Management Policyw.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 wherein 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. Arnab BanerjiCompany 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 Metal 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 31.03.2020. The Secretarial Audit Report received from theSecretarial Auditors is annexed to this report marked as ANNEXURE-VIII and forms part ofthis 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 businessinsights 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 Metal Limited under the link: https:// www.gallantt.com/InvestorsCorner/ Gallantt Metal 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 Chief Executive Officer confirmed compliance with the Code by allmembers 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 Metal Limited under the link: https://www.gallantt.com/Investors Corner/ Gallantt Metal 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 Metal Limited under the link: https://www.gallantt.com/Investors Corner/ GallanttMetal 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 2019-2020

Five (5) meetings of the Board of Directors of the Company were conducted during thefinancial year and also Five (5) meetings of the Audit Committee of the Board of Directorswere conducted during the financial year. The details of board/committee/shareholdersmeetings are provided under the Corporate Governance Report which forms part of the AnnualReport.

AUDIT COMMITTEE

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

Names Designation Category
Mrs. Richa Bhartiya* Chairperson Independent
Mr. Jyotirindra Nath Dey Member Independent
Mr. Nitin Mahavir Prasad Kandoi Member Non- Executive

*Mrs. Richa Bhartiya resigned from the Directorship of the Company with effect fromJune 29 2020 and consequently relinquishes from the Audit Committee also.

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
Mr. Nitin Mahavir Prasad Kandoi Chairperson Non Executive
Mrs. Richa Bhartiya* Member Independent
Mr. Jyotirindra Nath Dey Member Independent

*Mrs. Richa Bhartiya resigned from the Directorship of the Company with effect fromJune 29 2020 and consequently relinquishes from the Stakeholders Relationship Committeealso.

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
Mr. Jyotirindra Nath Dey Chairperson Independent
Mr. Nitin Mahavir Prasad Kandoi Member NonExecutive
Mrs. Richa Bhartiya* Member Independent

*Mrs. Richa Bhartiya resigned from the Directorship of the Company with effect fromJune 29 2020 and consequently relinquishes from the Nomination and Remuneration Committeealso.

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. Jyotirindra Nath Dey Chairperson Independent
Mr. Chandra Prakash Agrawal Member Executive
Mr. Dinesh Raghubir Prasad Agarwal Member Executive

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. Dinesh Raghubir Prasad Agarwal Member Executive
Mr. Nitin Mahavir Prasad Kandoi Member Non 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 associateCompanies in Form AOC-1 is attached as ANNEXURE- IX. The Company has no SubsidiaryCompany. Gallantt Ispat Limited is an 'Associate' of the Company.

The accounts of the Associate Company are audited and certified by their respectiveStatutory Auditors for consolidation.

In accordance with Section 136 of the Act the financial statements of the AssociateCompanies are available for inspection by the members at the Registered Office of theCompany during business hours on all days except Saturdays Sundays and public holidaysupto the date of the AGM. Any member desirous of obtaining a copy of the said financialstatements may write to the Company Secretary at the Registered Office of the Company. Thefinancial statements including the CFS and all other documents required to be attached tothis report have been uploaded on the website of the Company at www. gallantt.com

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

Pursuant to the review and recommendation of the Audit Committee Board of Directors ofthe Company at their meeting held on January 18 2020 decided and disposed off entireshareholding held in GL Steel and Power Limited (hereinafter referred to as "GLSteel") thereby GL Steel disassociated as Wholly Owned Subsidiary of the Company.

As on March 31 2020 the Company did not have any subsidiary or joint ventures. Interms of the Regulation 46(2)(h) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the policy for determining material subsidiaries isplaced on the website of the Company at www.gallantt.com under Investors Corner ofGallantt Metal Limited.

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 of establishment of the Vigil Mechanism Policy is displayed on the websiteof the Company www.gallantt.com under the link: https://www.gallantt. com/InvestorsCorner/ Gallantt Metal 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 education as someof the key areas. The Company will continue to support social projects that are consistentwith the policy.

Corporate Social Responsibility Committee of the Company is constituted of:

Mr. Jyotirindra Nath Dey Chairman

Mr. Chandra Prakash Agrawal and

Mr. Dinesh Raghubir Prasad Agarwal

KEY MANAGERIAL PERSONNEL

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

Sl.No. Name Designation
1 Mr. Chandra Prakash Agrawal Chairman and Managing Director
2 Mr. Dinesh Raghubir Prasad Agarwal Whole-time Director
3 Mr. Prashant Jalan* Whole-time Director
4 Mr. Sandip Kumar Agarwal Chief Financial Officer
5 Mr. Arnab Banerji** Company Secretary
6 Mr. Tarun Kumar Rathi*** Company Secretary

*Resigned from the Board of Directors of the Company effective from June 29 2020.

** Appointed effective from November 01 2019.

*** Resigned effective from close of working hour on October 31 2019

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 of the financial statements of each of thesubsidiary and Associate Company in the prescribed Form 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 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.

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 Metal 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 in full.
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 nonavailability 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.

UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY

Following amount of Unpaid Dividend has not been claimed and paid till 31.03.2020:

Nature of Money Relevant Financial Year Bank Account Details Amount lying (In Rs.)
Final Dividend for 2018 2017-18 IDBI Bank Account No. 1526103000000578 74891.25
Final Dividend for 2019 2018-19 IDBI Bank Account No. 1526103000000897 51546.75

Members who have not so far encashed their Divided Warrants for the financial yearsended 31st March 2018 and 2019 are requested to approach immediately the Registrars forrevalidation of unclaimed Dividend Warrants. The details of unclaimed dividend areavailable on the Company's corporate website www. gallantt.com and also uploaded on thewebsite of IEPF viz. www.iepf.gov.in

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

a) Transfer of Unclaimed Dividend to IEPF:

During the year Company was not required to transfer unclaimed dividend to IEPF asthere was no amount unclaimed dividend outstanding for such transfer.

b) Transfer of shares to IEPF:

As required under Section 124 of the Companies Act 2013 Company was not required totransfer any Equity Shares to the Investor Education and Protection Fund Authority (IEPF)during the financial year 2019-20.

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. Dinesh Raghubir Prasad Agarwal (DIN:01017125) liable to retire by rotation at the ensuing Annual General Meeting is eligiblefor reelection.

Mr. Ashtbhuja Prasad Srivastava (DIN: 08434115) Mrs. Richa Bhartiya (DIN: 06905283)Mr. Jyotirindra Nath Dey (DIN: 00180925) and Mr. Dindayal Jalan (DIN: 00006882) areIndependent Directors of the Company.

Mrs. Richa Bhartiya has tendered her resignation from the Directorship of the Companywith effect from June 29 2020. Mr. Prashant Jalan Whole-time Director has tendered hisresignation from the Directorship of the Company with effect from June 29 2020.

Presently Company has optimum combination of Executive Non-Executive and IndependentDirectors on the Board of the Company. One Woman Director shall be appointed on the Boardof 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. Sandip Kumar Agarwal is Chief FinancialOfficer and is inter alia looking after the core finance function of the Company. Mr.Arnab Banerji is working in the capacity of Company Secretary and Compliance Officer.

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 2020received 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 have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.Further Independent Director shall get themselves registered with the IndependentDirectors' Databank as per the Companies (Appointment and Qualification of Directors)Fifth Amendment Rules 2019.

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

At their meeting held on June 29 2020 Mr. Chandra Prakash Agrawal (effective fromSeptember 01 2020) and Mr. Dinesh Raghubir Prasad Agarwal (effective from November 012020 all being executive Directors have been re-appointed for a period of five years andtheir reappointment was approved by the shareholders of the Company. Mr. Tarun KumarRathi Company Secretary & Compliance Officer has resigned with effect from close ofbusiness hours on October 31 2019. Accordingly he also ceased to be a KMP of theCompany. Based on the recommendation of the Nomination and Remuneration Committee of theBoard Mr. Arnab Banerji (ACS - A59335) a qualified Company Secretary has been appointedby the Board of Directors at its meeting held on October 21 2019 as the Company Secretary& Compliance Officer and KMP of the Company w.e.f. November 01 2019. Detailspertaining to their remuneration have been provided in the Extract of Annual Returnannexed hereto and forming part of this Report. Mr. Prashant Jalan Whol- time Directorresigned from the Board effective from close of working hour on June 29 2020.

TRANSFER TO RESERVES

Your Directors has not transferred an amount standing in retained earnings to theGeneral Reserve.

RELATED PARTY TRANSACTIONS

The details of Related Party Transactions during the Financial Year ending 31.03.2020being arm's length transactions have been reported in the financial statements and formspart of this report. The Audit Committee and the Board of Directors of the Company haveformulated the Policy on dealing with RPTs and a Policy on materiality of RPTs which isuploaded on the website of the Company and can be accessed through the website of theCompany www.gallantt.com under the Investors Corner of Gallantt Metal 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 thereunder 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 Samman2013: Awarded by Sahara Samay Media House and was presented by ShriAkhilesh 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.

During the year:

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

• Group Chairman Shri Chandra Prakash Agrawal 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.

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 2020 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 / tribunals impactingthe 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. ALPS & Co. CharteredAccountants Statutory Auditors of the Company is attached with their IndependentAuditor's report and the same is selfexplanatory.

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 selfcertification 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 METAL LIMITED Registrar & Share Transfer
Regd Office Address: Agent
"GALLANTT HOUSE" I-7 Jangpura Extension New Delhi - 110014 Telefax: 011-45048767 Email-Id : csgml@gallantt.com Website : www.gallantt.com Corporate Office Address: 1 Crooked Lane Second Floor Room Nos. 222 & 223 Kolkata - 700069. W.B. Telefax: 011-46004831 Email-Id : csgml@gallantt.com Website : www.gallantt.com Niche Technologies Pvt. Ltd. 7th Floor Room No. 7A & 7B 3A Auckland Rd Elgin Kolkata West Bengal - 700017. Tel.: (033) 2280 6616 / 17 / 18 Email id: nichetechpl@ nichetechpl.com Website: www. nichetechpl.com

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee (NRC) has been mandated to oversee anddevelop competency requirements for the Board based on the industry requirements andbusiness strategy of the Company. The NRC reviews and evaluates the resumes of potentialcandidates for appointment of Directors and meets them prior to making recommendations oftheir nomination to the Board. Specific requirements for the position including expertknowledge expected are communicated to the 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 NonExecutive Non-Independent Directors are compensated by way ofsitting 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 has 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 and Transferor Company No. 2 havealso filed this application with the Stock Exchanges under Regulation 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 in theTransferee Company for every 14 (Fourteen) equity shares of ' 1/- each fully paid up heldby 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 ' 35 Crorespayable 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.

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 2019-20 togetherwith the Auditors' Report form part of this Annual Report.

OTHER DISCLOSURES

• The Managing Director of the Company has not received any remuneration orcommission 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 reenactment (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.

.