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Maithan Alloys Ltd.

BSE: 590078 Sector: Metals & Mining
NSE: MAITHANALL ISIN Code: INE683C01011
BSE 14:27 | 22 Jan 574.70 17.65
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OPEN 573.00
PREVIOUS CLOSE 557.05
VOLUME 2462
52-Week high 697.50
52-Week low 339.75
P/E 6.91
Mkt Cap.(Rs cr) 1,673
Buy Price 573.60
Buy Qty 10.00
Sell Price 576.90
Sell Qty 10.00
OPEN 573.00
CLOSE 557.05
VOLUME 2462
52-Week high 697.50
52-Week low 339.75
P/E 6.91
Mkt Cap.(Rs cr) 1,673
Buy Price 573.60
Buy Qty 10.00
Sell Price 576.90
Sell Qty 10.00

Maithan Alloys Ltd. (MAITHANALL) - Director Report

Company director report

Dear Members

Your Directors have the pleasure in presenting the 34th Annual Report on thebusiness and operations of the Company along with the Financial Statement for thefinancial year ended 31 March 2019.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31 March 2019 issummarised below:

(र in lakh)
Financial Results 2018-19 2017-18
Revenue from operations 198793.01 189099.93
Other income 2606.96 1469.49
Total Income 201399.97 190569.42
Expenses
Operating expenditure 166563.16 151029.17
Depreciation and amortisation expense 1563.27 1544.43
Total Expenses 168126.43 152573.60
Profit before finance cost and tax 33273.54 37995.82
Finance costs 590.81 405.34
Profit Before Taxes 32682.73 37590.48
Less: Provision for taxation:
- Current tax 6815.00 8530.82
- Deferred tax 341.45 (114.97)
Profit After Taxes 25526.28 29174.63

STATE OF COMPANY'S AFFAIRS AND OPERATIONS

The Company sustained its growth momentum during the year under review amidst lot ofuncertainties and volatility in the global and domestic markets during the financial year2018-19 by focussing on manufacturing excellence and cost reduction to provide customisedproducts at the most competitive prices. The Company recorded another excellentperformance and reached a milestone of crossing H2000 crore in Total Income.

India continues to be one of the fastest growing economies in the world and this isexpected to continue in the financial year 2019-20. Your Company is well placed tocapitalise on the growth in steel production through its manufacturing excellence andstrong client base.

During the financial year 2018-19 the Total Income increased to H201399.97 lakh fromH190569.42 lakh in the financial year 2017-18 registering a growth of about 5.68%.Profit Before Tax stood at H32682.73 lakh and Profit After Tax stood at H25526.28 lakhin the financial year 2018-19

as compared to H37590.48 lakh and H29174.63 lakh respectively in the financial year2017-18 resulting in a decline of about 13.06% and 12.51% respectively mainly on accountof margins correcting from all time high in financial year 2017-18.

The Wind Mill division of the Company has achieved sales of H184.02 lakh during thefinancial year 2018-19 and is operating satisfactorily. There was no change in the natureof business of the Company during the financial year 2018-19.

OUTLOOK

The information on the Business Overview and Outlook of the Company is discussed in theManagement Discussion and Analysis on Page No. 16 to 25 of this Annual Report.

EXPANSION OF MANUFACTURING CAPACITY

The Board of Directors (hereinafter referred as ‘the Board') at its meeting heldon 30 April 2018 accorded their consent to set-up a new greenfield Ferro Alloymanufacturing unit in West Bengal with an estimated installed capacity of 120000 MT perannum of ferro alloys. It is proposed to set-up the unit with an estimated cost ofH27500.00 lakh to be financed from internal accruals of the Company. The same wouldincrease the installed capacity of the Company by about 50%.

The necessary regulatory approvals for setting up the said unit are awaited.

SHARE CAPITAL

The Authorised Share Capital and Paid-up Share Capital of the Company as on 31 March2019 were H8000.00 lakh and H2911.16 lakh respectively. During the year under reviewthe Company has not granted any employees stock option. The Company has neither issued anyshares with differential voting rights nor sweat equity shares during the financial year2018-19. As at 31 March 2019 none of the Directors of the Company hold any convertibleinstrument of the Company.

DIVIDEND

Based on the Company's performance the Directors are pleased to recommend for approvalof the Members a dividend of H6.00 per equity share of H10.00 each (i.e. 60%) for thefinancial year 2018-19 to be paid on total equity shares of the Company. The dividend onthe equity shares if approved by the Members may involve an outflow of H1746.69 lakhtowards dividend and H359.04 lakh towards dividend tax resulting in a total outflow ofH2105.81 lakh.

AMOUNT TRANSFERRED TO RESERVES

Nil

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Non-Executive Directors & Independent Directors

Mr. Biswajit Choudhuri (DIN: 00149018) an Independent Director of the Companytendered his resignation from Directorship of the Company with effect from 11 March 2019.The Board placed on record its appreciation for the valuable contribution and strategicguidance given by him during his tenure as an Independent Director and as the Chairman ofthe Stakeholders Relationship Committee of the Company.

Mr. Nand Kishore Agarwal (DIN: 00378444) was appointed as an Independent Director ofthe Company with effect from 22 September 2014 for a period of five consecutive years interms of Section 149 read with Schedule IV to the Companies Act 2013. Accordingly histenure as an Independent Director will conclude on 21 September 2019. The Board at itsmeeting held on 30 April 2019 on the recommendation of the Nomination and RemunerationCommittee re-appointed him as an Independent Director for a second term of fiveconsecutive years with effect from 22 September 2019 subject to approval of the Membersof the Company. Further in terms of the provisions of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 approval ofthe Members is also accorded for continuation of Directorship of Mr. Agarwal who willattain the age of seventy five years during his second term as an Independent Director ofthe Company. The Board recommends the same for approval of the Members by passing aSpecial Resolution at the ensuing Annual General Meeting.

The Company has received declaration from all the

Independent Directors afirming that they meet the criteria of independence as laiddown under Section 149(6) of the Companies Act 2013 and Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

Executive Directors and Key Managerial Personnel

The tenure of Mr. Subhas Chandra Agarwalla (DIN: 00088384) as the Chairman and ManagingDirector and Mr. Subodh Agarwalla (DIN: 00339855) as the Whole-time Director and ChiefExecutive Officer (CEO) being Key Managerial Personnel was concluding on 31 March 2019.Consequently the Board at its meeting held on 28 January 2019 re-appointed Mr. SubodhAgarwalla as the Whole-time Director and Chief Executive Officer (CEO) being KeyManagerial Personnel and Mr. Subhas Chandra Agarwalla as the Chairman and ManagingDirector with effect from 1 April 2019 for a further period of five and three yearsrespectively. Their re-appointments are subject to approval of the Members at the ensuingAnnual General Meeting of the Company and the Board recommends the same.

Mr. Sudhanshu Agarwalla and Mr. Rajesh K. Shah continue to hold office as thePresident and Chief Financial Officer and Company Secretary of the Company respectivelyin terms of Section 203 of the Companies Act 2013.

None of the Key Managerial Personnel have resigned during the financial year 2018-19.

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Subhas Chandra Agarwalla (DIN: 00088384)retires by rotation at the ensuing Annual General Meeting and being eligible o ershimself for re-appointment. The Board recommends his reappointment. The brief details ofDirectors proposed to be reappointed at the ensuing Annual General Meeting has beenprovided in the Notice convening the ensuing Annual General Meeting.

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 the Nomination and Remuneration Committee has also carried out the performanceevaluation of every Director 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 2018-19 5 (five) 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 2018-19 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. RiskManagement Committee 5. Corporate Social Responsibility Committee

REMUNERATION POLICY

The Board at its meeting held on 28 January 2019 has substituted the existingRemuneration Policy of the Company with a new Remuneration Policy to be effective from 1April 2019. 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 thefollowing:

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 Vigil Mechanism. Acopy 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. 22 to 23 of this AnnualReport.

CORPORATE SOCIAL RESPONSIBILITY

The Company has adopted Corporate Social Responsibility Policy and the same isavailable on the Company's website at ‘www.maithanalloys.com'. During the financialyear 2018-19 the Company has spent 2% of the average net profits of the three immediatelypreceding financial years on various Corporate Social Responsibility (CSR) activities. Theexpenditure has been carried out mainly in the areas of education health care ruraldevelopment and welfare of animals as specified under Schedule VII of the Companies Act2013 and CSR Policy of the Company. Further the Company has constituted a trust in thename of ‘BMA Foundation' to carry out its CSR activities in addition of makingdonations to other charitable organisations or NGOs.

The Annual Report on CSR activities during the financial year 2018-19 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 2018-19 and as such no amount of principal interest unpaid orunclaimed deposit remained unpaid or unclaimed or was outstanding as on the Balance Sheetdate.

CREDIT RATING

CARE has upgraded the Company's credit rating to ‘CARE AA; Stable' (i.e. Double A;Outlook: Stable) from ‘CARE AA-; Stable' (i.e. Double A Minus; Outlook: Stable) forlong-term bank facilities and re-afirmed ‘CARE A1+' (i.e. A One Plus) rating forshort-term bank facilities vide their letter dated 26 September 2018. Further CRISIL hasassigned ‘CRISIL AA-/Stable' (i.e. CRISIL AA Minus/Stable) rating for Company'slong-term bank facilities and ‘CRISIL A1+' (i.e. CRISIL A One Plus) rating forCompany's short-term bank facilities vide their letter dated 1 December 2017 and saidratings were valid up to 2 January 2019. Such ratings indicate that the Company has strongcapacity for timely payment of debt obligations and carries low credit risk.

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 FinancialStatement of the subsidiaries of the Company namely Anjaney Minerals LimitedAXL-Exploration Private Limited and Salanpur Sinters Private Limited have also beenprepared and reported in compliance with Ind AS.

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'sinternal financial control over financial reporting and the financial reporting process.The Audit Committee reviews the internal financial control over financial reporting toensure that the accounts of the Company are properly maintained in accordance with theprevailing laws and regulations.

FINANCIAL REVIEW

For detailed financial review kindly refer to the Management Discussion and Analysis onPage No. 24 to 25 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 2018-19 forming part of this Annual Report.

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has 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.

None of the Companies have become/ ceased to be the Company's Subsidiaries JointVentures or Associate Companies during the financial year 2018- 19. Further the Companyhad no material subsidiary(ies) or Joint Venture(s) or Associate Company(ies) during thefinancial year 2018-19. The "Policy on ‘Material' Subsidiary" is availableon the website of the Company. 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 theCompanies Act 2013 a Statement containing the salient features of the financialstatement of subsidiaries / associate companies / joint ventures of the Company in theprescribed form AOC-1 has been attached with the Financial Statement of the Companyforming 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.

Anjaney Minerals Limited

TheCompanycontinuestoexplorevariousopportunities for acquiring mines. During thefinancial year 2018-19 the Company has earned H9.74 lakh as Other Income however it hasincurred a loss of H2.67 lakh.

The net worth of the Company as on 31 March 2019 is H719.51 lakh.

AXL-Exploration Private Limited

The Company has made an application to the government authorities for renewal of itsmining lease and necessary approval thereon is awaited. During the financial year 2018-19the Company has suffered a loss of H4.37 lakh.

The net worth of the Company as on 31 March 2019 is H217.45 lakh.

Salanpur Sinters Private Limited

During the financial year 2018-19 the Company has earned H3.57 lakh as Other Incomeand reported a profit of H1.81 lakh.

The net worth of the Company as on 31 March 2019 is H598.35 lakh.

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

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 2019 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 GeneralMeeting of the Company to hold office till the conclusion of the 37th AnnualGeneral Meeting of the Company to be held in the year 2022.

The Company has received a certificate from the said auditors to the effect that theysatisfy the criteria provided under Section 141 of the Companies Act 2013 and theirappointment continue to be within the prescribed limits as required under the CompaniesAct 2013. Further M Chaudhary & Co. Chartered Accountants have confirmed that theyhold a valid 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 2019-20. 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 2018-19 and theSecretarial Audit Report as submitted by them for the financial year 2018-19 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 2019 inprescribed Form MGT-9 is annexed herewith as Annexure-"C" and forms partof this Annual Report and shall also be made 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 610.77 Note 1
2 Mr. Subodh Agarwalla Whole-time Director and Chief Executive Officer 488.62 Note 1
3 Mr. Sudhanshu Agarwalla President and Chief Financial Officer N.A. 3.06%
4 Mr. Rajesh K. Shah Company Secretary N.A. 13.86%

 

N.A.= Not Applicable

Note 1: There is no change in the remuneration structure; however the overallremuneration paid in the finanicial year 2018-19 is lower than the remuneration paid inthe financial year 2017-18.

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 2018-19 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 2018-19 was increased by6.30%.

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

There were 598 employees as on 31 March 2019 on the pay rolls of the Company.

(d)average percentile increase already made in the salaries of employees other than themanagerial 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 2018-19 was 8.49%. There was no increase in themanagerial remuneration during the financial year 2018-19 (refer Note 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) afirmation that the remuneration is as per the remuneration policy of the Company-

It is hereby afirmed that the remuneration paid during the financial year 2018-19 is asper 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 Whole-time Director of the Companyhas received any remuneration or commission from any subsidiary of the Company during thefinancial year 2018-19.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

/ COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE

None

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

(i) Details of Loans: The Company has granted advances to its subsidiaries. Pleaserefer to Note No. 14 to the Standalone Financial Statement.

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

(iii)Details of Guarantees given or Securities provided:

The Company has not given any guarantee or provided any security in connection with aloan to any other body corporate or persons during the financial year 2018-19.

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 HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & 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 inrespect of sexual harassment during the financial year 2018-19 nor was any complaintpending at the beginning or end of the financial year 2018-19.

CORPORATE GOVERNANCE

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

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.

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. 16 to 25 and formspart of this Directors' Report.

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 theunpaid/unclaimed dividends amounting to H 33036.00 for the financial year 2010-11 to theIEPF during the year under review.

Further a statement containing the details of dividend for period from financial year2011-12 to 2017-18 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 shall be transferred to IEPF.Accordingly 6 equity shares of the Company belonging to 1 shareholder in respect of whichdividend (as declared by the Company) remained unpaid/ unclaimed for seven consecutiveyears or more have been transferred to IEPF during the year under review. The Company hastransferred 2179 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 unclaimeddividend are transferred to IEPF may claim the same by submitting an online application inForm IEPF-5 available at ‘www.iepf.gov.in' by following the procedure as prescribedin Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) 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 accountingstandards had been followed along with proper explanation relating to material departures;(ii) the directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period; (iii) the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; (iv) the directors had prepared the annualaccounts on a going concern basis; (v) the directors had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively and (vi) the directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate 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: 30 April 2019 DIN: 00088384 DIN: 00339855