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Maithan Alloys Ltd.

BSE: 590078 Sector: Metals & Mining
NSE: MAITHANALL ISIN Code: INE683C01011
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OPEN 796.00
PREVIOUS CLOSE 790.65
VOLUME 11268
52-Week high 879.80
52-Week low 350.50
P/E 9.90
Mkt Cap.(Rs cr) 2,307
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Sell Price 0.00
Sell Qty 0.00
OPEN 796.00
CLOSE 790.65
VOLUME 11268
52-Week high 879.80
52-Week low 350.50
P/E 9.90
Mkt Cap.(Rs cr) 2,307
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Maithan Alloys Ltd. (MAITHANALL) - Director Report

Company director report

Dear Members

Your Directors have the pleasure in presenting the 35th Annual Report on the businessand operations of the Company along with the Financial Statement for the financial yearended 31 March 2020.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31 March 2020 issummarised below:

Financial Results 2019-2020 2018-2019
Revenue from operations 1830.88 1987.93
Other income 65.92 26.07
Total Income 1896.80 2014.00
Expenses
Operating expenditure 1598.14 1665.62
Depreciation and amortisation expense 15.81 15.63
Total Expenses 1613.95 1681.25
Profit before finance cost and tax 282.85 332.75
Finance costs 3.71 5.91
Profit Before Taxes 279.14 326.84
Less: Provision for taxation:
- Current tax 55.45 68.15
- Deferred tax 1.79 3.41
Profit After Taxes 221.90 255.28

STATE OF COMPANY'S AFFAIRS AND OPERATIONS

Financial Year 2019-2020 has been another challenging year with multiple issues acrossthe domestic and global steel industry. However we have consistently outperformed theindustry. There were a lot of uncertainties in both the global and domestic steel industryat the beginning of the financial year 2019-2020. Global businesses were impacted on theback of lower confidence amidst broader economic weakness and the uncertainty around theUS-China trade conflict during the financial year 2019-2020. Domestic steel industry wasfacing significant headwinds in terms of lower economic growth and trade flow uncertaintythat was impacting steel consumption. Steel prices declined across geographies andadversely impacted the spreads globally putting pressure on margins.

In the last quarter of financial year 2019-2020 COVID-19 pandemic caused disruption inlogistics and supply chain of raw materials and finished goods. In India the Governmenthad implemented the most stringent nationwide lockdown which led to standstill of allindustrial operations. Construction activity was halted and recovery is expected to remainsubdued. On growth in demand the World

Steel Association mentioned that global steel demand is expected to recover by 3.8% to1717 MT in 2021. However in India steel demand will be driven by recovery inconstruction activities supported by government stimulus.

Despite the adversities the sales volumes of the Company remained intact andcapacities were optimally utilised until the lockdown commenced. Although manufacturingmargins were impacted mainly on account of market slowdown current volatile market andoutburst of COVID-19 pandemic in the month of March-2020 but the Company managed tomaintain its margins in the range of long-term sustainable EBITDA.

During the financial year 2019-2020 the total revenue decreased to C1896.80 crorefrom C2014.00 crore in the financial year 2019-2020 registering a decline of about5.82%. Profit Before Tax stood at C279.14 crore and Profit After Tax stood at C221.90crore in the financial year 2019-2020 as compared to C326.84 crore and C255.28 crorerespectively in the financial year 2018-2019 resulting in a decline of about 14.59% and13.08% respectively mainly on account of lower realisation of goods sold.

The Wind Mill division of the Company has achieved sales of C1.59 crore during thefinancial year 20192020 and is operating satisfactorily.

There was no change in the nature of business of the Company during the financial year2019-2020.

OUTLOOK

The information on the Business Overview and Outlook of the Company is discussed in theManagement Discussion and Analysis on Page No. 31 to 42 of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THEREPORT None

IMPACT OF THE COVID-19 PANDEMIC

The COVID-19 pandemic has intensified into a global crisis driving the nation toenforce lock-down of all economic activity for the last few months. We remain committed tothe health and safety of our employees and their families as well as business continuityto safeguard the interests of our employees partners customers and other stakeholders.The impact of the pandemic on our business performance has been outlined in Note No. 49 tothe Standalone Financial Statement.

SHARE CAPITAL

The Authorised Share Capital and Paid-up Share Capital of the Company as on 31 March2020 were C80.00 crore and C29.11 crore respectively. During the year under review theCompany has not granted any employees stock option. The Company has neither issued anyshares with differential voting rights nor sweat equity shares during the financial year20192020. As at 31 March 2020 none of the Directors of the Company hold any convertibleinstrument of the Company.

DIVIDEND

The Board at its meeting held on 27 February 2020 declared an interim dividend of RS6/- per equity share of C10/- (i.e. @ 60%). Consequently the Company had paid a sum ofC17.47 crore towards interim dividend and C3.59 crore towards dividend tax resulting toan aggregate outflow of C21.06 crore. Further the Board at its meeting held on 20 June2020 considered the interim dividend to be the final dividend for the financial year2019-2020 and recommended for approval of payment of said interim dividend to the Members.

AMOUNT TRANSFERRED TO RESERVES

Nil

CAPEX

The Company has incorporated a wholly owned subsidiary namely Maithan Ferrous PrivateLimited to take up its expansion project for setting up a new Greenfield Ferro Alloysmanufacturing unit in the State of West Bengal. The entire capex is proposed to be fundedby the Company from its internal accruals. The Subsidiary Company shall enjoy the taxbenefits announced by the Government of India during the financial year 2019-2020.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Non-Executive Directors & Independent Directors

The Members at their 34th Annual General Meeting approved the re-appointment of Mr.Nand Kishore Agarwal (DIN: 00378444) as an Independent Director of the Company for asecond term of five consecutive years w.e.f. 22 September 2019.

The Board of Directors at its Meeting held on 20 August 2019 appointed Mr. Vivek Kaul(DIN: 00345022) as an Additional Director (Category: Professional-Non-Executive) on theBoard of Directors of the Company with immediate effect. He holds office upto the date ofensuing Annual General Meeting. Subsequently the Board at its meeting held on 20 June2020 appointed him as an Independent Director for a period of 3 years w.e.f. 20 June 2020upto 19 June 2023. His appointment as an Independent Director as recommended by theNomination and Remuneration Committee and the Board of Directors of the Company is subjectto approval of Members at the ensuing Annual General Meeting.

The Company has received Notice pursuant to Section 160 of the Companies Act 2013 froma Member signifying his intention to propose the appointment of Mr. Vivek Kaul as aDirector of the Company.

Further Mrs. Kalpana Biswas Kundu (DIN: 07006341) was appointed as an IndependentDirector by the Board of Directors of the Company w.e.f. 3 February 2016 for a period of5 consecutive years. Accordingly her tenure as an Independent Director will conclude on 2February 2021. The Board at its meeting held on 20 June 2020 on the recommendation of theNomination and Remuneration Committee reappointed her as an Independent Director for asecond term of 3 consecutive years w.e.f. 3 February 2021 subject to approval of theMembers of the Company.

Mr. Vikash Kumar Jewrajka (DIN: 01495403) an Independent Director of the Companytendered his resignation from Directorship of the Company w.e.f. 22 September 2019consequent upon conclusion of his tenure as an Independent Director of the Company. TheBoard placed on record its appreciation for the valuable contribution and guidance givenby him during his association with the Company as an Independent Director as a Member ofAudit Committee and Corporate Social Responsibility Committee as well as the Chairman ofthe Stakeholders Relationship Committee of the Company.

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

All Independent Directors of the Company have submitted the requisite declarationsconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 read with Regulation 16 and 25(8) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Independent Directors have also confirmed that they have complied with Schedule IVof the Companies Act 2013 and the Company's Code of Conduct. Independent Directors havealso confirmed that they are not aware of any circumstance or situation which exists ormay be reasonably anticipated that could impair or impact their ability to discharge theirduties. Further the Independent Directors have also submitted their declaration incompliance with the provision of Rule 6(3) of Companies (Appointment and Qualification ofDirectors) Rules 2014 which mandated the inclusion of an Independent Director's name inthe data bank of Indian Institute of Corporate Affairs (“IICA”) for a period ofone year or five years or life time till they continue to hold the office of independentdirector.

In the opinion of the Board all the independent directors are persons of integritypossess relevant expertise and experience.

None of the Directors of your Company are disqualified as per the provisions of Section164(2) of the Companies Act 2013. Your Directors have made necessary disclosures asrequired under various provisions of the Companies Act 2013 and Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

Executive Directors and Key Managerial Personnel

The Members at their 34th Annual General Meeting approved the re-appointment of Mr.Subhas Chandra Agarwalla (DIN: 00088384) as the ‘Chairman and Managing Director' andMr. Subodh Agarwalla (DIN: 00339855) as the ‘Whole-time Director and Chief ExecutiveOfficer (CEO)' for a period of 3 (three) and 5 (five) years w.e.f. 1 April 2019.

Mr. Sudhanshu Agarwalla and Mr. Rajesh K. Shah continue to hold office as the‘President and Chief Financial Officer' and ‘Company Secretary' of the Companyrespectively in terms of Section 203 of the Companies Act 2013.

None of the Key Managerial Personnel have resigned during the financial year 2019-2020.

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Parasanta Chattopadyay (DIN: 06968122) retiresby rotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.

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

EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard has carried out the annual performance evaluation through structured evaluationsheets for each Director (including Independent Directors) its Committees and its ownperformance based on the criteria laid down in the Remuneration Policy of the Company andin the manner specified by the Nomination and Remuneration Committee of the Company.

Further during the year under review the Independent Directors of the Companyreviewed (i) the performance of Non-Independent Directors and the Board as a whole (ii)the performance of the Chairman of the Company and (iii) assessed the quality quantityand timeliness of flow of information between the Company Management and the Board.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2019-2020 6 (six) meetings of the Board were duly convenedheld and concluded. The details of the Board Meetings have been furnished in the Report onCorporate Governance forming part of this Directors' Report. The intervening gap betweenthe two consecutive meetings was within the period prescribed under the Companies Act2013 and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

COMMITTEES OF THE BOARD

The details of the following committees of the Board along with their composition andmeetings held during the financial year 2019-2020 are given in the Report on CorporateGovernance forming part of this Directors' Report.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

REMUNERATION POLICY

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

The said Policy lays down a framework in relation to remuneration of all Directors KMPand other Employees on the pay roll of the Company and inter- alia provides the following:

1 The provisions related to the appointment criteria and qualifications term/tenureremoval retirement of Directors Key Managerial Personnel and other Employees.

2 The Remuneration Components including the basis for payment of remuneration toExecutive and Non-Executive Directors (by way of sitting fees) Key Managerial Personneland other Employees.

3 The criteria for performance evaluation for Independent & Non-ExecutiveDirectors Executive Directors Board as whole Committees of the Board.

The above policy has also been posted on the website of the Company at‘www.maithanalloys.com'.

VIGIL MECHANISM

The Vigil Mechanism established by the Company empowers the directors and employees andother concern to report their genuine concerns relating to the Company and provides foradequate safeguards against victimisation of those who use such mechanism and alsoprovides for direct access to the Chairperson of the Audit Committee in exceptional cases.

The Audit Committee has been empowered to review the functioning of the VigilMechanism. A copy of the Vigil Mechanism Policy is available on the Company's website at‘www. maithanalloys.com'.

RISK MANAGEMENT

Business risks exist for every enterprise having national and international exposure.The Company has a Risk Management Policy to control and minimise the risk factors of theCompany and the said Policy is being implemented and monitored by the Risk ManagementCommittee. A brief detail on the Risk Management and the key business risks identified bythe Company and its mitigation plans are provided at Page No. 39 of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has adopted CSR Policy and the same is available on the Company's websiteat ‘www.maithanalloys.com'.

During the financial year 2019-2020 the Company has spent more than 2% of the averagenet profits of the three immediately preceding financial years on various Corporate SocialResponsibility (CSR) activities. The expenditure has been carried out mainly in the areasof health care education women empowerment animal welfare environment sustainabilitysocial and economic welfare as specified under Schedule VII of the Companies Act 2013 andCSR Policy of the Company.

Further the Company has constituted a trust in the name of ‘BMA Foundation' tocarry out its CSR activities in addition of making donations to other charitableorganisations or NGOs.

The Annual Report on CSR activities during the financial year 2019-2020 in prescribedform including the brief contents/salient features of the CSR Policy of the Company asapproved by the CSR Committee is annexed herewith as Annexure-‘A'.

DEPOSITS

The Company did not accept any deposit from the public within the meaning of Section 73of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014during the financial year 2019-2020 and as such no amount of principal interest unpaidor unclaimed deposit remained unpaid or unclaimed or was outstanding as on the BalanceSheet date.

CREDIT RATING

The Company's credit rating from CARE continues to be ‘CARE AA; Stable' (i.e.Double A; Outlook: Stable) for long-term bank facilities and ‘CARE A1+' (i.e. A OnePlus) for short-term bank facilities indicating that the Company has strong capacity fortimely payment of debt obligations and carries low credit risk.

Further CRISIL has upgraded the Company's credit rating to ‘CRISIL AA/Stable'(i.e. CRISIL Double A; Outlook: Stable) from ‘CRISIL AA-/Stable' (i.e. CRISIL

Double A Minus; Outlook: Stable) rating for long-term bank facilities and reaffirmed‘CRISIL A1+' (i.e. CRISIL A One Plus) rating for short-term bank facilities videtheir letter dated 1 July 2019 and said ratings were valid upto 31 March 2020. Suchrevision in ratings reflects the Company's strong business risk profile driven by itsestablished position in the manganese alloy industry and its robust operating efficiency.

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

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

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

FINANCIAL REVIEW

For detailed financial review kindly refer to the Management Discussion and Analysis onPage No. 38 of this Annual Report.

CASH FLOW STATEMENT

In terms of Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and other applicableprovisions the Annual Financial Statement contains the Cash Flow Statement for thefinancial year 2019-2020 forming part of this Annual Report.

HOLDING COMPANY

During the year under review Bhagwati Syndicate Pvt. Ltd. (‘BSPL') a member ofthe Promoter Group of the Company through a Scheme of Amalgamation duly approved byNational Company Law Tribunal

Kolkata Bench became owner of additional 15756576 shares representing 54.12% of thepaid-up share capital of the Company which were hitherto cumulatively held by otherCorporate Members of Promoter Group of the Company namely Aaklavya (India) Pvt. Ltd.Anupam Vanijya Private Limited Dipajyoti Resources Pvt. Ltd. H. S. Consultancy Pvt.Ltd. Jibralter Traders Ltd. Jyobina Investment Ltd. Maithan Smelters Private LimitedShakti Auto Finance Pvt. Ltd. Sumee Trading Pvt. Ltd. Summit Packaging Pvt. Ltd. andUnmukt Tracom Pvt. Ltd. as they stand amalgamated into BSPL with an effective date of 14January 2020. Accordingly holding of BSPL in the Company became 16186576 sharesrepresenting 55.60% of the paid-up share capital of the Company.

Consequently BSPL became holding company of Maithan Alloys Limited.

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES

The Company had three subsidiaries namely AXL- Exploration Private Limited AnjaneyMinerals Limited (wholly-owned subsidiary) and Salanpur Sinters Private Limited(wholly-owned subsidiary) as on 31 March 2019. During the year under review pursuant tothe authority granted by the Board of Directors at their meeting held on 31 October 2019a new company named ‘Maithan Ferrous Private Limited' was incorporated on 5 December2019 as a wholly-owned subsidiary of Maithan Alloys Limited.

Consequently as on 31 March 2020 the Company has four subsidiaries namelyAXL-Exploration Private Limited Anjaney Minerals Limited Salanpur Sinters PrivateLimited and Maithan Ferrous Private Limited.

Except the above none of the Companies have become/ ceased to be the Company'sSubsidiaries Joint Ventures or Associate Companies during the financial year 2019-2020.

Further the Company had no material subsidiary(ies) or Joint Venture(s) or AssociateCompany(ies) during the financial year 2019-2020.

The "Policy on ‘Material' Subsidiary” is available on the website of theCompany. The link for the said policy is ‘http://www.maithanalloys.com/wp-content/uploads/2019/07/Policy-on-Material-Subsidiary.pdf'.

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

HIGHLIGHTS OF PERFORMANCE OF EACH OF THE SUBSIDIARIES

In accordance with Section 136 of the Companies Act 2013 the audited FinancialStatements including the Consolidated Financial Statement together with the relatedinformation of the Company and the audited accounts of each of its subsidiary areavailable on Company's website at ‘www.maithanalloys.com'. The audited accounts ofthe subsidiary companies are available for inspection by any Member on any working dayduring the business hours at the registered office of the Company. The said documentsshall be made available on receipt of a written request from a Member of the Company.

AXL-Exploration Private Limited

The Company has made an application to the government authorities for renewal of itsmining lease and necessary approval thereon is awaited. During the financial year2019-2020 the Company has suffered a loss of C0.04 crore.

The net worth of the Company as on 31 March 2020 is C2.13 crore.

Anjaney Minerals Limited

The Company continues to explore various opportunities for acquiring mines. During thefinancial year 2019-2020 the Company has earned C0.12 crore as Other Income and reported aprofit of C0.09 crore.

The net worth of the Company as on 31 March 2020 is C7.29 crore.

Salanpur Sinters Private Limited

During the financial year 2019-2020 the Company has earned C0.11 crore as Other Incomeand reported a profit of C0.07 crore.

The net worth of the Company as on 31 March 2020 is RS 6.06 crore.

Maithan Ferrous Private Limited

Since its incorporation i.e. from 5 December 2019 the Company has suffered a loss ofC21283/-.

The net worth of the Company as on 31 March 2020 is C978717/-.

All the above companies are unlisted non-material subsidiaries of the Company and theircontribution to the overall performance of the Company is insignificant.

INDIAN ACCOUNTING STANDARDS

Your Company is required to comply with the prescribed Indian Accounting Standards (IndAS) in preparation of its Financial Statements in terms of Section 133 of the CompaniesAct 2013 read with the Companies (Indian Accounting Standards) Rules 2015.

Consequently the Financial Statement of the subsidiaries of the Company namelyAXL-Exploration Private Limited Anjaney Minerals Limited Salanpur Sinters PrivateLimited and Maithan Ferrous Private Limited have also been prepared and reported incompliance with Ind AS.

CONSOLIDATED FINANCIAL STATEMENT

The Company has prepared a Consolidated Financial Statement of the Company and all ofits subsidiaries pursuant to the provisions of Section 129 of the Companies Act 2013.The Consolidated Financial Statement of the Company along with its subsidiaries for thefinancial year ended 31 March 2020 forms part of this Annual Report.

AUDITORS' REPORT

The Auditors' Report read along with notes on accounts is self-explanatory andtherefore does not call for any further comment. The Auditors' Report does not containany qualification reservation adverse remark or disclaimer.

During the year under review the auditors have not reported any instances of fraudcommitted in the Company by its officers or employees to the Audit Committee underSection 143(12) of the Companies Act 2013.

STATUTORY AUDITORS

M Chaudhary & Co. Chartered Accountants (Firm Registration No.: 302186E) wereappointed as the Statutory Auditors of the Company at the 32nd Annual General Meeting ofthe Company to hold office till the conclusion of the 37th Annual General Meeting of theCompany to be held in the year 2022.

Further M Chaudhary & Co. Chartered Accountants have confirmed that they hold avalid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India as required under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

COST RECORDS AND COST AUDIT

The Company is required to maintain cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013. Accordingly such accounts andrecords are made and maintained by the Company.

Further the Board has re-appointed S. K. Sahu & Associates Cost Accountants(Registration No.: 100807) as the Cost Auditor and fixed their remuneration for auditingthe cost records of the Company for the financial year 2020-2021. Their remuneration issubject to the approval of Members at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act 2013 and Rules framed there under theBoard had appointed M/s. Patnaik & Patnaik Company Secretaries (Certificate ofPractice No.: 7117) to conduct Secretarial Audit for the financial year 20192020 and theSecretarial Audit Report as submitted by them for the financial year 2019-2020 is annexedherewith as Annexure-‘B'.

There is no qualification reservation adverse remark or disclaimer in the saidSecretarial Audit Report given by said Auditor and therefore does not call for anyfurther comment.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return of the Company referred to in Sub-section (3) ofSection 92 of the Companies Act 2013 as on the financial year ended 31 March 2020 inprescribed Form MGT-9 is annexed herewith as Annexure-‘C' and forms part ofthis Annual Report and shall also be available on the Company's website at‘www.maithanalloys.com'.

MANAGERIAL REMUNERATION

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014disclosures and other details are as follows:

(a) (i) the ratio of the remuneration of each Director to the median remuneration ofthe employees of the Company for the financial year; and

(ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year.

Name Designation Ratio of remuneration % increase in remuneration
1 Mr. Subhas Chandra Agarwalla Chairman and Managing Director 577.03 Note 1
2 Mr. Subodh Agarwalla Whole-time Director & Chief Executive Officer 461.63 Note 1
3 Mr. Sudhanshu Agarwalla President & Chief Financial Officer N.A. Note 1
4 Mr. Rajesh K. Shah Company Secretary N.A. 8.85 %

N.A.= Not Applicable

Note 1: There is no change in the remuneration structure; however the overallremuneration paid in the financial year 2019-2020 is lower than the remuneration paid inthe financial year 2018-2019.

The Non-Executive Directors (including Independent Directors) of the Company areentitled to sitting fee only within the statutory limits provided under the Companies Act2013. The details of remuneration of each Non-Executive Director have been provided in theReport on Corporate Governance. The ratio of remuneration of said Non-Executive Directorsto the median remuneration of the employees of the Company and percentage increase inremuneration of said Non- Executive Directors during the financial year 2019-2020 are notcomparable and therefore not considered for the above purpose.

(b) the percentage increase in the median remuneration of employees in the financialyear -

The median remuneration of the employees in the financial year 2019-2020 on grossmonthly basis was increased by 5.99%.

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

There were 585 employees as on 31 March 2020 on the pay rolls of the Company.

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

The average percentage increase in the salaries of employees other than the managerialpersonnel during the financial year 2019-2020 on the basis of entitlement was 7.59%. Therewas no increase in the managerial remuneration during the financial year 2019-2020 (referNote 1 above).

The managerial personnel are entitled to remuneration partly by way of fixedremuneration being monthly remuneration and partly by way of variable remuneration being apercentage on the profit of the Company whereas the majority of employees other than themanagerial personnel are paid by way of fixed remuneration only. The increase in theremuneration of non-managerial employees depends upon various factors like industrystandards cost of living individual performance of the employee during the financialyear etc.

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

It is hereby affirmed that the remuneration paid during the financial year 2019-2020 isas per the Remuneration Policy of the Company.

PARTICULARS OF EMPLOYEES

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

In terms of the provisions of Section 197(14) of the Companies Act 2013 it is herebyconfirmed that neither the Managing Director nor the Wholetime Director of the Company hasreceived any remuneration or commission from the holding or any subsidiary of the Companyduring the financial year 2019-2020.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE None

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

(i) Details of Loans: The Company has granted advances to its subsidiaries. Pleaserefer to Note Nos. 14 and 47(c) to the Standalone Financial Statement.

(ii) Details of Investments: Please refer to Note Nos. 5 and 10 to the StandaloneFinancial Statement.

(iii) Details of Guarantees given or Securities provided: The Company has not givenany guarantee or provided any security in connection with a loan to any other bodycorporate or persons during the financial year 2019-2020.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

There were no materially significant related party transactions made by the Companywith its related parties as provided in Section 188(1) of the Companies Act 2013therefore disclosure in Form AOC-2 is not required.

The ‘Material Related Party Transaction Policy' which deals with related partytransactions is uploaded on the website of the Company and weblink for the same is‘http://www.maithanalloys.com/wp-content/uploads/2019/07/Related-Party-Transaction-Policy. pdf'

CONSERVATION OF ENERGY

TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

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

DISCLOSURES RELATING TO SEXUAL HARASSMENTOFWOMENATWORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

The Company has not received any complaint in respect of sexual harassment during thefinancial year 2019-2020 nor was any complaint pending at the beginning or end of thefinancial year 2019-2020.

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of financial conditions and results of operations ofthe Company for the year under review as stipulated under Regulation 34 of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is given as a separate section in this Annual Report on Page No. 31 to 42 and formspart of this Directors' Report.

BUSINESS RESPONSIBILITY STATEMENT

Pursuant to Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Business ResponsibilityReport describing the initiatives taken by the Company from an environmental social andgovernance perspective in the prescribed format is annexed herewith as Annexure-‘H'.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India on Meetings of the Board of Directors andGeneral Meetings.

TRANSFER OF SHARES AND UNPAID/ UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTIONFUND (IEPF)

A. Transfer of Unpaid / Unclaimed Dividend

In terms of the provisions of Section 124(5) of the Companies Act 2013 read withInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 as applicable the Company has transferred the unpaid/unclaimed dividendsamounting to C40816.00 for the financial year 2011-2012 to the IEPF during the year underreview.

Further a statement containing the details of dividend for period from financial year2012-2013 to 2018-2019 that remained unpaid/unclaimed are available on the website of theCompany at ‘www.maithanalloys.com'.

B. Transfer of Shares

Pursuant to the provisions of Section 124(6) of the Companies Act 2013 read withInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 as applicable all shares in respect of which dividend has remainedunpaid/unclaimed for seven consecutive years or more are required to be transferred toIEPF. Accordingly 24 equity shares of the Company belonging to 1 shareholder in respectof which dividend (as declared by the Company) remained unpaid/ unclaimed for sevenconsecutive years or more have been transferred to IEPF during the year under review. TheCompany has transferred 2203 shares to IEPF till date.

A statement containing details in respect of shares so transferred including the nameof shareholders folio number or DP ID/Client ID are available on the website of theCompany at ‘www.maithanalloys. com'.

Further any person whose shares and unclaimed dividend are transferred to IEPF mayclaim the same by submitting an online application in Form IEPF-5 available at‘www.iepf.gov.in' by following the procedure as prescribed in Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

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

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors
S. C. Agarwalla Subodh Agarwalla
Place: Kolkata

Chairman & Managing Director

Whole-time Director & CEO

Date: 20 June 2020 DIN: 00088384 DIN:00339855

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