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Maithan Alloys Ltd.

BSE: 590078 Sector: Metals & Mining
NSE: MAITHANALL ISIN Code: INE683C01011
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OPEN 844.45
PREVIOUS CLOSE 833.85
VOLUME 11231
52-Week high 1594.40
52-Week low 777.65
P/E 3.13
Mkt Cap.(Rs cr) 2,532
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Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 844.45
CLOSE 833.85
VOLUME 11231
52-Week high 1594.40
52-Week low 777.65
P/E 3.13
Mkt Cap.(Rs cr) 2,532
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 36th Annual Report on thebusiness and operations of the Company along with the Financial Statement for thefinancial year ended 31 March 2021.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31 March 2021 issummarised below:

(Rs in Crore)

Financial Results 2020-2021 2019-2020
Revenue from operations 1619.78 1830.88
Other income 23.72 65.92
Total Income 1643.50 1896.80
Expenses
Operating expenditure 1324.24 1598.14
Depreciation and amortisation expense 15.62 15.81
Total Expenses 1339.86 1613.95
Profit before finance cost and tax 303.64 282.85
Finance costs 1.20 3.71
Profit Before Taxes 302.44 279.14
Less: Provision for taxation:
- Current tax 67.85 55.45
- Deferred tax 1.56 1.79
Profit After Taxes 233.03 221.90

STATE OF COMPANY'S AFFAIRS AND OPERATIONS

The financial year 2020-2021 started with sporadic lockdowns across the domestic andinternational markets to counter the outburst of COVID-19 pandemic. Almost all segments ofbusiness were severely impacted on account of lockdown and were forced to operate withpartial shutdown restricted movement of human resources and disruption in logistics andsupply chain. Second half of financial year 2020-2021 witnessed unlocking of the economyand opening of businesses & increase in economic activities and supported by fiscalstimulus. The situation continues to be challenging due to intermittent lockdowns andrestrictions in various regions across the globe and also in India. However the globalanti-China sentiments and ‘Aatma Nirbhar Bharat Abhiyan' led to a rise in steeldemand.

Despite the unprecedented challenging environment posed by COVID-19 pandemic thegrowth in Steel production supported by strong domestic demand along with healthy exportshelped the Company to generate a strong cashflow and post a growth in profit margin.

During the financial year 2020-2021 the Total Income decreased to Rs 1643.50 crorefrom Rs 1896.80 crore in the financial year 2019-2020 registering a decline of about13.35% mainly on account of drop in sale price due to COVID-19 pandemic. However ProfitBefore Tax stood at Rs 302.44 crore and Profit After Tax stood at Rs 233.03 crore in thefinancial year 2020-2021 as compared to Rs 279.14 crore and Rs 221.90 crore respectivelyin the financial year 2019-2020 resulting in a growth of about 8.35% and 5.02%respectively mainly on account of decline in raw material prices due to pandemic andoperational efficiencies.

The Wind Mill division of the Company has achieved sales of Rs 1.17 crore during thefinancial year 2020-2021 and is operating satisfactorily.

There was no change in the nature of business of the Company during the financial year2020-2021.

OUTLOOK

The information on the Business Overview and Outlook of the Company is discussed in theManagement Discussion and Analysis on Page No. 34 to 47 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

COMPOSITE SCHEME OF ARRANGEMENT

The Board of Directors at its meeting held on 5 May 2021 has approved the CompositeScheme of Arrangement (the Scheme) amongst Ma Kalyaneshwari Holdings Private Limited(MKHPL) and Anjaney Land Assets Private Limited (ALAPL) and Maithan Alloys Limited (MAL)and their respective shareholders and creditors under Sections 230 to 232 read withSection 66 and other applicable provisions of the Companies Act 2013.

MKHPL is holding company of MAL and engaged in Nonbanking financing activities. ALAPLis a wholly owned subsidiary of MKHPL and fellow subsidiary of MAL and is engaged in realestate activities. The Scheme provides for Demerger of Real Estate and Ancillary Businessof MKHPL into ALAPL and thereafter Amalgamation of MKHPL with MAL.

The Scheme will lead to simplification of the existing holding structure and reductionof shareholding tiers of MAL and shall also facilitate future expansion plans. ThePromoters Group of MAL would continue to hold the same number and percentage of shares inMAL before and after the implementation of the Scheme. The Appointed Date of the Schemeshall be same as the Effective Date or such other date as may be approved by theAppropriate Authority.

The Scheme is subject to requisite statutory/ regulatory approvals including theapproval of the jurisdictional National Company Law Tribunal.

IMPACT OF THE COVID-19 PANDEMIC

The COVID-19 pandemic became a global crisis during the year 2020-2021 driving thenation to enforce lock-down of all economic activity. We remain committed to the healthand safety of our employees and their families as well as business continuity tosafeguard the interests of our employees partners customers and other stakeholders. Theimpact of the pandemic on our business performance has been outlined in Note No. 50 to theStandalone Financial Statement.

SHARE CAPITAL

The Authorised Share Capital and Paid-up Share Capital of the Company as on 31 March2021 were Rs 80.00 crore and Rs 29.11 crore 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 year2020-2021. As at 31 March 2021 none of the Directors of the Company hold any convertibleinstrument of the Company.

DIVIDEND

Based on the Company's performance the Board of Directors (hereinafter referred as‘the Board') are pleased to recommend for approval of the Members a dividend of Rs6.00 per equity share of Rs 10 each (i.e. 60%) for the financial year 2020-2021 to bepaid on total equity shares of the Company. The dividend on the equity shares if approvedby the Members may involve an outflow of Rs 17.47 crore towards dividend.

As per the amended Income Tax Act 1961 there will be no Dividend Distribution Taxpayable by the Company. The dividend if declared by the Members at ensuing Annual GeneralMeeting will be taxable in hands of the shareholders and the Company will be required todeduct tax at source (‘TDS') in respect of approved payment of dividend to itsshareholders at such rate as prescribed under the Income Tax Act 1961.

AMOUNT TRANSFERRED TO RESERVES Nil

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Non-Executive Directors & Independent Directors

The Members at their 35th Annual General Meeting approved the appointmentof Mr. Vivek Kaul (DIN: 00345022) as an Independent Director for a period of 3 (three)consecutive years w.e.f. 20 June 2020 and re-appointment of Mrs. Kalpana Biswas Kundu(DIN: 07006341) as an Independent Director of the Company for a second term of 3 (three)consecutive years w.e.f. 3 February 2021.

Mr. Palghat Krishnan Venkatramani (DIN: 05303022) was appointed as an IndependentDirector by the Board of the Company w.e.f. 10 November 2016 for a period of 5 (five)consecutive years. Accordingly his tenure as an Independent Director will conclude on 9November 2021. The Board at its meeting held on 5 May 2021 on the recommendation of theNomination and Remuneration Committee re-appointed him as an Independent Director for asecond term of 5 (five) consecutive years w.e.f. 10 November 2021 subject to approval ofthe Members of the Company.

Mr. Parasanta Chattopadyay (DIN: 06968122) Non-Executive Director of the Companyceased to be a Director of the Company w.e.f. 26 April 2021 consequent upon his demise.The Board placed on record its appreciation for the valuable contribution and guidancegiven by him during his association with the Company as a Non-Executive Director of theCompany.

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 (hereinafter referred as ‘the SEBI ListingRegulations 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 the SEBI ListingRegulations 2015.

Executive Directors and Key Managerial Personnel

Mr. Subhas Chandra Agarwalla (DIN: 00088384) and Mr. Subodh Agarwalla (DIN: 00339855)continue to hold their office as the ‘Chairman and Managing Director' and‘Wholetime Director and Chief Executive Officer (CEO)' of the Company during the year2020-2021.

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 2020-2021.

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Subodh Agarwalla (DIN: 00339855) retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.

The Board recommends for the approval of re-appointment of the aforesaid Directors atthe ensuing Annual General Meeting. The brief details of the Directors to be re-appointedare given in the Notice convening the ensuing Annual General Meeting.

EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI Listing Regulations2015 the Board has carried out the annual performance evaluation through structuredevaluation sheets for each Director (including Independent Directors) its Committees andits own performance based on the criteria laid down in the Remuneration Policy of theCompany and in the manner specified by the Nomination and Remuneration Committee of theCompany.

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 quantity and timeliness of flow of information between theCompany Management and the Board.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2020-2021 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 ofthis Directors' Report. The intervening gap betweenthe two consecutive meetings was within the period prescribed under the Companies Act2013 and SEBI Listing 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 2020-2021 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 NonExecutive 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. 44 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 2020-2021 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 education health care (including preventing health care) animal welfare social andeconomic welfare environment sustainability etc. as specified under Schedule VII of theCompanies Act 2013 and CSR 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 Non-Government Organizations.

The Annual Report on CSR activities during the financial year 2020-2021 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 2020-2021 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 longterm 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.

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. 42 of this Annual Report.

CASH FLOW STATEMENT

In terms of Regulation 34 of the SEBI Listing Regulations 2015 and other applicableprovisions the Annual Financial Statement contains the Cash Flow Statement for thefinancial year 2020-2021 forming part of this Annual Report.

HOLDING COMPANY

Ma Kalyaneshwari Holdings Private Limited (formerly Bhagwati Syndicate Pvt. Ltd.)continues to be holding company of Maithan Alloys Limited.

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES

The Company as on 1 April 2020 had four subsidiaries namely AXL-Exploration PrivateLimited Anjaney Minerals Limited Salanpur Sinters Private Limited and Maithan FerrousPrivate Limited.

None of the Companies have become/ ceased to be the Company's Subsidiaries JointVentures or Associate Companies during the financial year 2020-2021. Further the Companyhad no material subsidiary(ies) or Joint Venture(s) or Associate Company(ies) during thefinancial year 20202021.

The "Policy on ‘Material' Subsidiary" is available on the website oftheCompany. 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 ofthe 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 of the subsidiary companies are available for inspection by anyMember on any working day during the business hours at the registered office of theCompany. The said documents shall be made available on receipt of a written request from aMember of the Company.

AXL-Exploration Private Limited (AXL)

AXL has made an application to the government authorities for renewal of its mininglease and necessary approval thereon is awaited.

During the financial year 2020-2021 AXL has suffered a loss of Rs 3.18 crore.

The net worth of AXL as on 31 March 2021 is negative Rs 1.05 crore.

Anjaney Minerals Limited (AML)

AML continues to explore various opportunities for acquiring mines. During thefinancial year 2020-2021 it has earned Rs 0.13 crore as Other Income and reported aprofit of ' 0.12 crore.

The net worth of AML as on 31 March 2021 is Rs 7.41 crore. Salanpur Sinters PrivateLimited (SSPL)

During the financial year 2020-2021 SSPL has earned Rs 0.11 crore as Other Income andreported a profit of ' 0.08 crore.

The net worth of SSPL as on 31 March 2021 is Rs 6.14 crore.

Maithan Ferrous Private Limited (MFPL)

During the financial year 2020-2021 MFPL has suffered a loss of Rs 42609/-.

The net worth of MFPL as on 31 March 2021 is Rs 0.09 crore.

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 2021 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. Further M Chaudhary &Co. Chartered Accountants have confirmed that they hold a valid certificate issued bythe Peer Review Board ofthe Institute of Chartered Accountants of India as required underthe SEBI Listing 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 2021-2022. 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 2020-2021 and theSecretarial Audit Report as submitted by them for the financial year 2020-2021 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.

ANNUAL RETURN

A copy of Annual Return of the Company referred to in subsection (3) of Section 92ofthe Companies Act 2013 is available on the Company's website at‘www.maithanalloys.com' and weblink thereof is‘https://www.maithanalloys.com/annual- return-information/'. Annual Return of theCompany is also available on the website of Ministry of Corporate Affairs at‘www.mca.gov.in'.

MANAGERIAL REMUNERATION

In terms ofthe provisions of Section 197(12) ofthe Companies Act 2013 read with Rule5(1) ofthe 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.

Sl. No. Name Designation Ratio of remuneration % increase in remuneration
1 Mr. Subhas Chandra Agarwalla Chairman & Managing Director 433.27 Note 1
2 Mr. Subodh Agarwalla Whole-time Director & Chief Executive Officer 346.62 Note 1
3 Mr. Sudhanshu Agarwalla President & Chief Financial Officer N.A. Note 1
4 Mr. Rajesh K. Shah Company Secretary N.A. -5.30 %

N.A.= Not Applicable

Note 1: There is no change in the remuneration structure; however the overallremuneration paid in the financial year 20202021 is lower than the remuneration paid inthe financial year 2019-2020.

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 NonExecutive 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 2020-2021 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 2020-2021 on grossmonthly basis was increased by 7.14%.

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

There were 548 employees as on 31 March 2021 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 2020-2021 on the basis of entitlement was 7.78%. Therewas no increase in the managerial remuneration during the financial year 2020-2021 (referNote 1 above).

The managerial personnel are entitled to remuneration partly by way of fixedremuneration being monthly remuneration and partly by way ofvariable 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 2020-20201is as 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-‘C'.

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 the holding or any subsidiary of theCompany during the financial year 2020-2021.

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 48(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 given anyguarantee or provided any security in connection with a loan to any other body corporateor persons during the financial year 2020-2021.

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 asAnnexure-‘D'.

DISCLOSURES RELATING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND 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 2020-2021 nor was any complaint pending at the beginning or end of thefinancial year 2020-2021.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing 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-‘E'and Annexure- ‘F' 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 SEBIListing Regulations 2015 is given as a separate section in this Annual Report on Page No.34 to 47 and forms part of this Directors' Report.

BUSINESS RESPONSIBILITY STATEMENT

Pursuant to Regulation 34 of the SEBI Listing Regulations 2015 a BusinessResponsibility Report describing the initiatives taken by the Company from anenvironmental social and governance perspective in the prescribed format is annexedherewith as Annexure-‘G'.

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 and General 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 theCompany has transferred the unpaid/unclaimed dividends amounting to Rs 42440.00 for thefinancial year 2012-2013 to the IEPF during the year under review.

Further a statement containing the details of dividend for period from financial year2013-2014 to 2019-2020 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 3428 equity shares of the Company belonging to 6 shareholders inrespect of which dividend (as declared by the Company) remained unpaid/ unclaimed forseven consecutive years have been transferred to IEPF during the year under review. TheCompany has transferred 5631 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 Educationand Protection 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 of appreciation to the employees of theCompany.

For and on behalf of the Board of Directors

S. C. Agarwalla Subodh Agarwalla
Place: Kolkata Chairman & Managing Director Whole-time Director & CEO
Date: 5 May 2021 DIN: 00088384 DIN: 00339855

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