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Godawari Power & Ispat Ltd.

BSE: 532734 Sector: Metals & Mining
NSE: GPIL ISIN Code: INE177H01021
BSE 00:00 | 25 Jan 275.10 7.70
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(2.89%)
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OPEN 257.00
PREVIOUS CLOSE 267.40
VOLUME 45950
52-Week high 460.00
52-Week low 107.65
P/E 3.35
Mkt Cap.(Rs cr) 3,877
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 257.00
CLOSE 267.40
VOLUME 45950
52-Week high 460.00
52-Week low 107.65
P/E 3.35
Mkt Cap.(Rs cr) 3,877
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Godawari Power & Ispat Ltd. (GPIL) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 22nd Annual Report on the business &operations of the Company together with the Standalone and Consolidated Audited FinancialStatement for the year ended 31st March 2021.

1. FINANCIAL HIGHLIGHTS:

(Rs in crores )
Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Gross Revenue from operations 3640.87 2774.01 4071.92 3288.53
Other Income 5.20 2.88 4.04 4.65
Total Revenue 3646.07 2776.89 4075.96 3293.18
Operating expenses 2596.86 2333.99 2843.03 2664.28
Profit before Interest Depreciation Tax and Amortization (EBIDTA) 1049.21 442.90 1232.93 628.90
Finance Costs 109.99 153.66 153.94 211.93
Depreciation and amortization expenses 96.49 91.60 138.45 136.90
Profit/(loss) before exceptional item and tax 842.73 197.64 940.54 280.07
Exceptional item 63.00 - - 10.28
Profit/(Loss) Before Taxation 905.73 197.65 940.54 269.79
Taxation (including Deferred Tax) 279.97 76.24 316.05 95.36
Profit/(Loss) after Taxation (PAT) 625.76 121.40 624.49 174.43
Add: Share of Profit/(Loss) of Associates & Joint Ventures (after tax) - - 30.03 2.81
Other Comprehensive Income 0.62 (1.68) 34.69 (11.13)
Total Comprehensive Income for the period comprising profit/(loss) and other comprehensive income for the period 626.38 119.72 689.21 166.11

2. REVIEW OF PERFORMANCE:

The Steel industry suffered a setback due to the prevailing COVID19 pandemic and theconsequent lockdowns. The industry's key customer sectors like automobiles constructionand oil & gas drillers struggled hard to survive due to prolonged shutdowns disruptedsupply chains collapsing confidence and delayed investment. Despite all these adversecircumstances your company had out performed during the current financial year in all itsoperations achieving optimum utilization of its capacities.

Your Company's performance during the year has been very much satisfactory in view ofhigher demand for iron ore & iron ore pellets in international and domestic market.During the year the realizations of all the products have also increased especially iniron ore pellets as compared to previous year which in turn contributed towards increasedoperating margins/EBIDTA margins of the Company. As communicated in our last reports theCompany's efforts for making grade pellet has been successful and started selling in thedomestic and international markets. Your company is aiming to make 100% of high-gradepellet going forward. Given the above backdrop the highlight of standalone &consolidated results are given below:

Standalone Operations:

• Revenue from operations for the year increased by 31.24% to Rs 3640.87 Crores ascompared to Rs 2774.01 Crores achieved during previous Financial Year.

• EBITDA for the year increased by 136.89% to Rs 1049.21 Crores as compared toEBITDA of Rs 442.90 Crores achieved in previous Financial Year.

Profit after tax increased by 415.46% to Rs 625.76 Crores as compared to net profit ofRs 121.40 Crores in previous Financial Year.

• Net debt of the Company at the end of year stood at Rs 457 Crores as against Rs1055 Crores in previous year reduction by Rs 598 crores.

Consolidated Operations:

• Revenue from operations for the year increased by 23.82% to Rs 4071.92 Crores ascompared to Rs 3288.53 Crore during the previous Financial Year;

• EBITDA for the year increased by 96.04% to Rs 1232.93 Crores as compared toEBITDA of Rs 628.90 Crores achieved during previous Financial Year.

Profit after tax during the year increased by 258.01% to Rs 624.49 Crores as comparedto net profit after tax of H 174.43 Crores during previous Financial Year.

• The net debt on consolidated basis stood at Rs 817 Crores at the end of the yearas compared to Rs 1540 crores at the end of previous year a reduction of Rs 723 crores.

3. DIVIDEND:

Your Company has paid an interim dividend of Rs 5 per equity share during the financialyear 2020-21. The outflow on account of interim dividend was Rs 17.62 crores. Further yourDirectors are pleased to recommended final dividend of Rs 13.50 per equity share for theFinancial Year 2020-

21 in addition to the interim dividend. The final dividend if approved by theshareholders of the company in the ensuing Annual General Meeting the same will be paidas per the applicable provisions. The final dividend will result in cash outflow of Rs47.57 crores.

4. FINANCE:

The management of your Company has decided to considerably reduce the debt and utilizethe majority of net cash flow from operations for debt repayment and bring the debt of theCompany to considerably low level and even to make it debt free. Your Company has madesignificant progress towards debt reduction and accordingly the Company and itssubsidiaries have substantially reduced their debt. Ardent Steel Limited an associate ofyour company has become totally debt free. Besides repayment of scheduled installments ofterm loans along with interest thereon Your Company along with its subsidiary has madeprepayment of debt of Rs 806.59 crores during the year (Previous year Rs 187.66 crores) onconsolidated level.

5. SHARE CAPITAL:

There is no change in the capital structure of the company during the year underreview.

As on 31st March 2021 the paid up Equity Share Capital of the company was Rs 35.24Crores divided into 35236247 Equity Shares of Rs 10 each/-.

During the year under review the Company has not issued any shares with differentialvoting rights nor granted stock options nor sweat equity. As on 31st March 2021 thecompany has not issued any convertible instruments and none of the Directors of theCompany hold convertible instruments of the Company.

The equity shares of the company representing 99.99% of the share capital aredematerialized as on 31st March 2021.

The dematerialization facility is available to the shareholders of the company fromboth the depositories namely National Securities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSL). The Depositories has allotted the ISIN:INE177H01013 to the Company for dematerialization of shares of the company.

6. EXPANSION/NEW PROJECTS:

Your Company over the last few years has adopted strategy to increase the volume ofbusiness by debottlenecking the existing manufacturing capacities and improving theproduct quality to produce high grade iron & steel products without resorting tolarge capital expenditure in line with Company's strategy to reduce the long term debt ofthe Company.

7. MERGER OF JAGDAMBA POWER & ALLOYS LTD (JPAL)

The proposal for demerger of 25 MW Power generation facility of JPAL (JPAL Power Plant)and merger of the same with your Company (GPIL) was approved by the Board of Directors ofboth GPIL and JPAL in their respective meetings held on 24.12.2019 and subsequently bythe stock exchanges in the month of April 2020. Subsequently the application has beenfiled with NCLT Cuttack bench for convening the meetings of the shareholders andcreditors of the company and further formalities in connection with the merger processshall be completed in due course.

In view of your Company's requirement of additional electric power at competitive costfor its integrated steel plant in Chhattisgarh and in view of strategic location the JPALpower plant the management of your Company decided to acquire the JPAL power plant undera share swap deal. Upon the completion of the process the captive power generationcapacity of your Company shall stand increased to 98MW. Your Company is already holding33.96% stake in the JPAL and the supply of electricity from JPAL power plant startedduring the previous year under a Power Purchase Agreement with JPAL under captivearrangement which has resulted into de-bottlenecking of power capacity for captiveconsumption in the steel plant of your Company.

8. ANNUAL RETURN:

In accordance with the Companies Act 2013 the annual return in the prescribed formatis available at http:// godawaripowerispat.com/performance/shareholders/annual-return/

9. NUMBER OF MEETINGS OF BOARD:

During the period under review seven Board Meetings were convened and held thedetails of which are given in the Corporate Governance Report

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors make the following statements in terms of Section 134(3)(c) of theCompanies Act 2013 based on the representations received from the operating managementand Chief Financial Officer of the Company: a) That in the preparation of the annualaccounts the applicable accounting standards have been followed along with properexplanation relating to material departures; b) That your Directors have selected suchaccounting policies and applied them consistently and made judgment and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the Financial Year and of the profit of the Company for thatperiod; c) That your Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of your Company and for preventing and detecting fraud and otherirregularities; d) That your Directors have prepared the annual accounts on a goingconcern basis; e) That your Directors have laid down proper internal financial controls tobe followed by the Company and that such financial controls are adequate and wereoperating effectively; and f) That your Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

11. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:

All Independent Directors of the Company have given declarations as required under theprovisions of Section 149 (7) of the Companies Act 2013 stating that they meet theeligibility criteria of independence as laid down under section 149(6) of the CompaniesAct 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015.

12.SEPERATEMEETINGOFINDEPENDENT DIRECTORS:

During the year under review the Independent Directors held their separate meeting on20th April 2021 inter alia to discuss:

• Review the performance of Independent Directors.

• Review the performance of the Non-Independent Directors.

• Review the performance of the committees and Board as a whole.

• Review the performance of the Chairman of the Company taking into account theviews of Executive Directors and Non Executive Directors.

Assess the quality quantity and timeliness of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties

13. NOMINATION AND REMUNERATION COMMIITEE AND ITS POLICY:

Company's Policy on Directors Appointment and

Remuneration including criteria for determining qualification positive attributesindependence of directors and other matters provided under section 178(3) of the CompaniesAct 2013 is also placed at the website of the Company at www. godawaripowerispat.com.

The Nomination and Remuneration Committee consists of three Independent Directors. Moredetails are given in the Corporate Governance Report.

14. AUDITORS:

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafterM/s JDS and Co. Chartered Accountants were appointed as Statutory Auditors of the

Company for a term of five consecutive Financial Years from the conclusion of AnnualGeneral Meeting held on 25.09.2017 till the conclusion of the Annual General Meeting ofthe Company to be held in the year 2022.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Record and Audit) Amendment Rules 2014 M/s Sanat Joshi & Associateshas been appointed as cost auditors for conducting Cost Audit for the Financial Year underreview.

Internal Auditors

M/s. OPS & Co Chartered Accountants were appointed as Internal Auditors for theFinancial Year under review.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS Tanveer Kaur Tuteja Practising Company Secretary (FCS 7704 CP 8512) toundertake the Secretarial Audit of the Company.

15. AUDITOR'S REPORTS:

Statutory Auditors

There are no qualifications reservations adverse remarks or disclaimers in thestatutory Auditor's Report on the financial statements of the Company for the

Financial Year 2020-21 and hence does not require any explanations or comments by theBoard.

Frauds reported by the Auditors:

No frauds have been reported by the Auditor during the Financial Year 2020-21.

Secretarial Audit

The Secretarial Audit Report received from the Secretarial Auditor of the Company forthe Financial Year 2020-21 is annexed herewith as ANNEXURE 01.

The Company's subsidiary company namely Godawari Green Energy Limited (GGEL) being thematerial subsidiary of the Company in accordance with Regulation 24A of SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) 2015 has alsoobtained Secretarial Audit Reports which is annexed herewith as ANNEXURE 02.

There are no qualifications reservations adverse remarks or disclaimers in theSecretarial Auditor's Report on secretarial and other applicable legal compliances to bemade by the Company and its Material Subsidiary Company for the Financial Year 2020-21 andhence does not require any explanations or comments by the Board.

16.PARTICULARSOFLOANSGUARANTEES OR INVESTMENTS:

The particulars of loans given and investments made by the Company as covered under theprovisions of Section 186 of the Companies Act 2013 are given in Standalone FinancialStatements (Ref. Notes 5 and 6). Your Company has not extended corporate guarantee onbehalf of any other Company.

17. TRANSFER TO RESERVES:

Your Company has not transferred any amount to the General Reserves Account during theFinancial Year 2020-21.

18. TRANSFER OF UNPAID & UNCLAIMED DIVIDEND & SHARES TO INVESTOR EDUCATION ANDPROTECTION FUND:

Pursuant to the provisions of Section 125 of the Companies Act 2013 the outstandingamount of dividend which remained unpaid or unclaimed for a period of seven years andshares whose dividend was unpaid/unclaimed for seven consecutive years have beentransferred by the Company from time to time on due dates to the Investor Education andProtection Fund.

During the year under review the Company has credited Rs 369723/- to the InvestorEducation and Protection Fund (IEPF) pursuant to Section 125 of the Companies Act 2013/Section 205C of the Companies Act 1956 read with the Investor Education and ProtectionFund (Awareness and Protection of Investors) Rules 2001 relating to the Dividend paid bythe Company for FY 2012-13.

During the year under review the Company has also transferred 2186 Equity Shares tothe Investor Education and Protection Fund (IEPF) relating to 45 shareholders of theCompany whose dividend were unclaimed/unpaid for seven consecutive years pursuant toSection 125 of the Companies

Act 2013 read with the Investor Education and Protection Fund (Awareness andProtection of Investors) Rules 2001 and the Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016. Pursuant to the provisionsof Investor Education and Protection Fund (Uploading of information regarding unpaid andunclaimed amounts lying with companies) Rules 2012 the Company has uploaded the detailsof unpaid and unclaimed amounts lying with the Company as on 25th September 2020 (date oflast Annual General Meeting) on the Company's website (www.godawaripowerispat.com atInvestors Information – Unclaimed Dividend) and on the website of the Ministry ofCorporate Affairs.

Any person whose unclaimed or unpaid amount has been transferred by the Company toIEPF may claim their refunds to the IEPF authority. For claiming such amount claimantneeds to file form IEPF-5 along with requisite documents.

The detailed procedure for claiming shares and Dividend Amount has been uploaded on theWebsite of the Company (www.godawaripowerispat.com at Investors Information –Unclaimed Dividend) and also available on the website of IEPF (www.iepf.gov.in).

The Company has initiated necessary action for transfer of shares in respect of whichdividend has not been paid or claimed by the members consecutively since 2012-13.

The Nodal Officer for the purpose of IEPF is Company Secretary and the website addressis www.godawaripowerispat.com.

19. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

There are no materials changes and commitments affecting the financial position of theCompany occurred between the

01st April 2021 and date of this report.

20.ENERGYCONSERVATIONTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as ANNEXURE 03.

21.DEVELOPMENTANDIMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy to identify and evaluate businessrisks associated with the operations and other activities of the Company and formulatedrisk mitigations strategies.

22. AUDIT COMMITTEE COMPOSITION:

The Audit Committee consists of following four Independent Directors all havingfinancial literacy.

S. Name Designation
1. Mr. Biswajit Choudhuri Chairman (Independent Non-Executive Director)
2. Mr. Bhrigu Nath Ojha Member (Independent Non-Executive Director)
3. Mr. Harishankar Khandelwal Member (Independent Non-Executive Director)
4. Ms. Bhavna Desai Member (Independent Non-Executive Director)

More details are given in the Corporate Governance Report.

23. RISK MANAGEMENT COMMITTEE:

The Company has constituted a Risk Management Committee of the Board ("RiskManagement Committee") pursuant to resolution of the Board dated 29.09.2012. Two moremembers namely Mr. Sanjay Bothra Chief Financial Officer and Mr. Vivek Agrawal ChiefOperating Officer of the company have been inducted as the additional members on the saidRisk Management Committee with effect from 05.11.2020. The Risk Management Committee nowconsists of Three Independent Directors Two Executive Directors and Two Key ManagerialPersonnel of the company. The detailed composition of the members of the Risk ManagementCommittee at present is given below:

S. Name Designation
1. Mr. Biswajit Choudhuri Chairman (Independent Non-Executive Director)
2. Mr. B.L. Agrawal Member (Managing Director)
3. Mr. Abhishek Agrawal Member (Executive Director)
4. Mr. Bhrigu Nath Ojha Member (Independent Non-Executive Director)
5. Mr. Shashi Kumar Member (Independent Non-Executive Director)
6. Mr. Sanjay Bothra Member (Chief Financial Officer)
7. Mr. Vivek Agrawal Member (Chief Operating Officer)

The committee met three times during the year 2020-21 and the attendance of the membersat these meetings is as follows:

Name of the Chairman/ Member and Date of Meeting 20.06.2020 27.10.2020 23.01.2021
Mr. Biswajit Choudhuri Present Present Present
Mr. B.L. Agrawal Present Absent Absent
Mr. Abhishek Agrawal Absent Absent Absent
Mr. Bhrigu Nath Ojha Present Present Present
Mr. Shashi Kumar Present Present Present
Mr. Sanjay Bothra (w.e.f. 05.11.2020) Not applicable Not applicable Present
Mr. Vivek Agrawal (w.e.f. 05.11.2020) Not applicable Not applicable Present

The Company has formulated a Risk Management Policy pursuant to the provisions ofCompanies Act 2013. The risk management issues are discussed in detail in the report ofManagement Discussion and Analysis.

24. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company has constituted a CSR Committee of the Board ("CSR Committee")pursuant to resolution of the Board dated 15.03.2014.

The Board of Directors at its meeting held on 15.03.2014 approved the powers role andterms of reference of the CSR Committee in accordance with the provisions of Section 135of the Companies Act 2013 and policy framed thereunder has been disclosed on the websiteof the Company at http://godawaripowerispat.com/wp-content/uploads/csr/csrpolicy_2014.pdf.The CSR Committee consists of One Independent Director and Two Executive Directors. Thedetailed composition of the members of the CSR Committee at present is given below:

S. Name Designation
1. Mr. Shashi Kumar Chairman (Independent Non-Executive Director)
2. Mr. Abhishek Agrawal Member (Executive Director)
3. Mr. Vinod Pillai Member (Executive Director)

The committee met twice during the year 2020-21 and the attendance of the members atthese meetings is as follows:

Name of the Chairman/ Member and Date of Meeting 20.06.2020 27.10.2020
Mr. Shashi Kumar Present Present
Mr. Abhishek Agrawal Present Absent
Mr. Vinod Pillai Present Present

CSR Committee's Responsibility Statement:

CSR Committees hereby states that the implementation and monitoring of CSR activitiesis in compliance with CSR objectives and Policy of the Company.

25. ANNUAL REPORT ON CSR ACTIVITIES:

The Annual Report on CSR activities initiated and undertaken by the Company during theyear under review is annexed herewith as an ANNEXURE-04.

26. ANNUAL EVALUATION OF BOARD ETC.:

The Nomination and Remuneration Committee has formulated criteria for evaluation of theperformance of the each of the directors of the Company. On the basis of said criteriathe Board and all its committees and directors have been evaluated by the Board of theDirectors and Independent Directors of the Company.

27. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into by the Company during the yearunder review were on arms length basis and were in the ordinary course of business. Thereare no materially significant related party transactions made by the Company withpromoters directors key managerial personnel or related parties which may have apotential conflict with the interest of the Company at large.

28. CHANGES IN NATURE OF BUSINESS:

The Company has been engaged in the business of mining of captive iron ore andmanufacturing the Iron Ore Pellets Sponge Iron Steel Billets Wire Rods HB Wires withgeneration of Power for captive consumption. The Company is also engaged in generation& sale of Solar Power under long term PPA through subsidiary Company. There is nochange in the nature of business of the Company during the year under review.

29. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNELS:

There are no changes in the Directors and Key Managerial Personnel of the company afterlast report in the Company. In accordance with the provisions of Section 152(6) (c) of theCompanies Act 2013 and the Company's Articles of Association Mr. Dinesh Agrawal and Mr.Siddharth Agrawal Directors of the Company shall retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers themselves for reappointment.

30. CHANGES IN STATUS OF SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES:

Your company has sold 4066200 equity shares held in Ardent Steel Limited andtransferred 3170450 equity shares on 14.01.2021 to the purchaser and the balance 895750equity shares shall be transferred subsequent to release of pledge by the lenders on28.04.2021. As a result of this the company's holding in equity share capital of ArdentSteel Limited has been reduced from 8065000 (76.34%) to 4894550 (46.33%) and will befurther reduced to 3998800 (37.85%) consequent upon transfer of pledged shares. ThusArdent Steel Limited has ceased to be subsidiary of the company and became associate ofthe company. Consequently Hira Energy Limited a subsidiary of Ardent Steel Limited alsoceased to be step down subsidiary of the company.

Other than above your Company has also not entered into any new Joint Venture norterminated any existing Joint Venture during the year under review.

31. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY ASSOCIATES AND JOINT VENTURECOMPANIES:

Godawari Green Energy Limited (GGEL)

During FY21 the GGEL generated gross 104.26 million units as compared to 90.98 millionunits generation in FY20 registering a growth of 14.59%. The generation was better onaccount of better DNI during year. The net revenue EBIDTA &

Profit after Tax for the period of the Company stood at Rs 114.27 crore Rs 92.54 crore& Rs 14.22 crore respectively during the year as compared to Rs 100.25 crore Rs 74.54crore & H (0.21) crore respectively during previous year. The outstanding debt of theCompany at the end of the year stood at Rs 360.24 crore which is a reduction of Rs 49.75crore from last year debt of Rs 409.99 crore.

Ardent Steel Limited (ASL):

During FY 2020-21 ASL produced 705804 MTs of iron ore pellets as compared to 687360MTs in FY 2019-20 & sold 689882 MTs of pellets in FY 2020-21 as compared to 742232 MTsin FY 2019-20. The Company achieved gross sales of Rs 538.29 crores EBIDTA of Rs 176.97Crores & PAT of Rs 111.14 crores during year as compared to gross sales of Rs 417.05crores EBIDTA of Rs 101.29 Crores & PAT of Rs 52.68 crores during the previous year.The outstanding debt of the Company at the end of the year on 31st March 2021 stood atNIL as against Rs 76.52 crore outstanding as on 31st March

2020 which is a reduction of Rs 76.52 crore from last year.

Hira Ferro Alloys Limited (HFAL):

During FY 2020-21 HFAL produced 35304.050 MTs of Ferro Alloys as compared to 34852.650MTs in FY 2019-20 & sold 36513.02 MTs of Ferro Alloys in FY 2020-21 as compared to34076.54 MTs in FY 2019-20. During FY 2020-21 HFAL also generated 158276400 units ofpower in its Thermal Power Plant as compared to 136089400 units in FY 2019-20 81247560units of power in its Bio-mass Power Plant as compared to 60973200 units in FY 2019-20 and2924697 units of power in its Wind Power as compared to 3131229 units in FY 2019-20.TheCompany achieved gross sales of Rs 314.46 crores EBIDTA of Rs 33.66 Crores & PAT ofRs 21.14 crores during year as compared to gross sales of Rs 301.77 crores EBIDTA of Rs15.73 Crores & PAT of Rs 3.83 crores during the previous year.

Jagadamba Power and Alloys Limited (JPAL)

During FY21 the JPAL generated 162.75 million units as compared to 117.14 millionunits generation in FY20 registering a growth of 38.93%. The net revenue EBIDTA &Loss for the period of the Company stood at Rs 63.82 crore Rs 9.84 crore & Rs 5.08crore respectively during the year as compared to Rs 53.10 crore Rs 10.51 crore & H2.44 crore respectively during previous year.

The performance and financial position of the Company's subsidiaries namely GodawariGreen Energy Limited and Godawari Energy Limited Associate Companies namely Ardent SteelLimited; Jagdamba Power & Alloys Limited; Hira Ferro Alloys Limited for the FinancialYear 2020-21 are also given in ANNEXURE 05.

The results of Associate Company viz. Chhattisgarh Ispat Bhumi Limited and JointVenture Companies namely Raipur Infrastructure Company Limited and Chhattisgarh CaptiveCoal Mining Private Limited were not audited at the time of finalization of the FinancialStatements of the company are not given since they have insignificant impact on theoverall consolidated position of the Company.

However Godawari Energy Limited and Chhattisgarh Captive Coal Mining Private Limitedhave not yet commenced their commercial operations and their projects have been abandoned.

32. DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

There were no contracts arrangements or transactions entered into during fiscal 2021.Hence the information as required under the Companies Act 2013 in the prescribed FormAOC-2 is not applicable.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the

Regulators/Courts which would impact the going concern status of the Company and itsfuture operations.

35. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal & financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operations were observed.

36. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an internal control system commensurate with the size and scale andcomplexity of its operations. The scope and authority of Internal Audit functions havebeen defined in the Internal Audit scope of work to maintain its objectivity andindependence the Internal Audit functions reports to the Chairman of the Audit Committeeof the Board. The Internal Audit department monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemaccounting procedures and policies of the Company and its subsidiaries. Based on thereport of the Internal Auditors process owners undertake corrective actions in theirrespective areas and thereby strengthen the control. Significant Audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

37. MAINTENANCE OF COST RECORDS:

The Company is required to maintain cost records of the Company as specified underSection 148 (1) of the

Companies Act 2013. Accordingly the Company has properly maintained cost records andaccounts.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Work Place (Prevention Prohibition andRedressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (Permanent ContractualTemporary Training) are covered under this Policy. However no complaints have beenreceived during the year 2020-21.

39. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board of Directors have established ‘Whistle Blower Policy' and ‘Code ofConduct' for the directors & employees of the Company as required under the provisionsof Sec. 177 of the Companies Act 2013 read with Rule 7 of the

Companies (Meeting of Board and its powers) Rules 2014 and Regulation 22 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 The said policy has been properly communicated to all the directors and employees ofthe Company through the respective departmental heads and the new employees are beinginformed about the Vigil Policy by the Personnel Department at the time of their joining.

40. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 (12) read with Rule 5 (1) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is given in ANNEXURE 06. The Statement showing the names and otherparticulars of the employees of the Company as required under Rule 5 (2 &3) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notrequired to be furnished since none of the employees of the Company has receivedremuneration in excess of the remuneration mentioned in the above mentioned Rule 5 (2)during the Financial Year 2020-21 except Mr. B.L Agrawal (Managing Director) Mr. AbhishekAgrawal (Executive Director) and Mr. Dinesh Agrawal (Executive Director) whose details aregiven below:

Particulars Details
Name Mr. Bajrang Lal Agrawal Mr. Abhishek Agrawal Mr. Dinesh Agrawal
Designation Managing Director Whole Time Director Whole Time Director
Remuneration Paid H2.40 Crore per annum H1.92 Crore per annum H1.92 Crore per annum
Nature of employment Permanent Permanent Permanent
Whether contractual or otherwise
Qualifications and Experience of the employee B.E (Electronic) and has a experience of more than 40 years in cement steel power and mining sectors. B.E. (Electronics) & M. Sc International Business from University of Leeds and has experience of more than 8 years. Electronic Engineer and experience in business for over 15 years.
Date of commencement of employment 17.08.2002 09.11.2011 21.09.1999
The age of such employee 67 37 50
The last employment held by such employee before joining the Company N.A. N.A. N.A.
The percentage of equity shares held by the employee in the Company within the meaning of clause (iii) of sub rule (2) above Individually Holding:4.91% Spouse Holding: 4.33% Total holding along with spouse: 9.24% Individually Holding:0.24% Individually Holding:5.24%
Whether any such employee is a relative of any director or manager of the Company and if so name of such director or manager Shri Abhishek Agrawal and Shri Siddharth Agrawal Shri Bajrang Lal Agrawal and Shri Siddharth Agrawal None

41. CORPORATE GOVERNANCE REPORT:

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on corporate governance practicesfollowed by the Company together with a certificate from the Company's Auditorsconfirming compliance and a certificate of non-disqualification of directors fromPracticing Company

Secretary forming an integral part of this Report is given as

ANNEXURE 07.

42. BUSINESS RESPONSIBILITY REPORT:

The ‘Business Responsibility Report' (BRR) of your Company for the year 2020-21forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is given as ANNEXURE08. Your Company strongly believes that sustainable and inclusive growth is possibleby using the levers of environmental and social responsibility while setting targets andimproving economic performance to ensure business continuity and rapid growth.

43. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate management discussion and analysis report whichforms an integral part of this Report is given as

ANNEXURE 09.

44. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016:

There are no applications made during the financial year

2020-21 by or against the company and there are no proceedings pending under theInsolvency and Bankruptcy Code 2016.

45. DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT

THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKSOR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Your company has not made any one time settlement with any of its lenders.

46. BOARD POLICIES:

The details of the policies approved and adopted by the Board as required under theCompanies Act 2013 and SEBI Regulations are provided in ANNEXURE 10.

47. ACKNOWLEGEMENTS:

The Board expresses its sincere gratitude to the shareholders bankers/lendersInvestors vendors State and Central Government authorities and the valued customers fortheir continued support. The Board also wholeheartedly acknowledges and appreciates thededicated efforts and commitment of all employees of the Company.

For and on behalf of Board of Directors
Place: Raipur B.L. Agrawal Abhishek Agrawal
Date: 25.05.2021 Managing Director Executive Director

.