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Metalyst Forgings Ltd.

BSE: 513335 Sector: Engineering
NSE: METALFORGE ISIN Code: INE425A01011
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VOLUME 3669
52-Week high 8.70
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OPEN 5.30
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VOLUME 3669
52-Week high 8.70
52-Week low 4.11
P/E
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Metalyst Forgings Ltd. (METALFORGE) - Director Report

Company director report

Dear Members

It gives me great to presenting the 43rd Annual Report on the business andoperations of the Company together with the audited accounts for the financial year endedMarch 31st 2020.

A corporate insolvency resolution process ( CIRP ) has been initiated against MetalystForgings Limited ( the Company or MFL )vide an order of Mumbai bench of the NationalCompany Law Tribunal (NCLT) dated December 15th 2017 under the provisions ofthe insolvency and bankruptcy code 2016 (Code). The Hon ble NCLT Mumbai Bench by orderDated 15th December 2017 has appointed Mr. Dinkar T. Venkatasubramanian as an InterimResolution Professional ( IRP ) for carrying out the Corporate Insolvency ResolutionProcess (CIRP) of the Company. At the first meeting of Committee of Creditors of theCompany held on 12th January 2018 his appointment was confirmed as aResolution Professional.

In terms of Section 17 of the Code on commencement of the Corporate InsolvencyResolution Process (CIRP) the powers of the Board of Directors of MFL stands suspendedand the same are being exercised by the Resolution Professional. The management of theaffairs of MFL has been vested with Resolution Professional.

In View of the above mentioned provisions of Law since the Powers of Board of Directorsstands Suspended and be exercised by the Interim Resolution Professional the DirectorsReport which is required to be presented by Board of Directors under Section 134(3)Companies Act 2013 is not being presented. However a report of Management containing theDetails and information as available to be disclosed in Directors Report to theshareholders is being presented to you by Resolution Professional.

FINANCIAL RESULTS

The standalone financial statements for the financial year ended March 31st2020 forming part of this Annual Report have been prepared in accordance with the IndianAccounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs The Companys financial performance for the year ended 31st March 2020 and period ended 31st March2019 is summarized below:-in Rs. Lakhs except per equity share data

Particulars 31st March 2020 31st March 2019
Revenue from Operations 18828 38004
Other Income 95 64
Total Revenue 18923 38068
Expenditures (Excluding Depreciation) 20596 39612
Gross Profit Before Depreciation (1673) (1544)
Depreciation 25381 25531
Profit Before Tax & Exceptional Items (27054) (27075)
Exceptional Item 3290 -
Profit Before tax (30343) (27075)
Tax Expenses
Deferred Tax - 2162
MAT Reversal -
Profit /(Loss) for the year (30343) (29237)
Other Comprehensive Income 168 12
Total Comprehensive Income (30175) (29225)
EPS (for continuing operation)
Basic (69.67) (67.13)
Diluted (69.67) (67.13)
EPS (for continuing and discontinuing operation)
Basic (69.67) (67.13)
Diluted (69.67) (67.13)

FINANCIAL PERFORMANCE

During the year under review your Company had earned total revenue amounting to Rs.18828 lakhs as compared to Rs. 38004 lakhs in the previous year. Loss after Tax stood atRs. 30343 lacs as against Loss after Tax of Rs. 29237 lakhs in the previous year.

STATE OF COMPANY S AFFAIRS

The state of affairs of the Company is presented as part of the Management Discussionand Analysis (MDA) Report forming part of this Annual Report.

TRANSFER TO RESERVE

The Company did not transfer any amount to reserve during the year.

MATERIAL CHANGES AND COMMITMENTS

A corporate insolvency resolution process ( CIRP ) has been initiated against MetalystForgings Limited ( the Company ) vide an order of Mumbai bench of the National Company LawTribunal (NCLT) dated December 15th 2017 under the provisions of theinsolvency and bankruptcy code 2016 (Code). The Hon ble NCLT Mumbai Bench by order Dated15th December 2017 has appointed Mr. Dinkar T. Venkatasubramanian as an InterimResolution Professional ( IRP ) for carrying out the Corporate Insolvency ResolutionProcess (CIRP) of the Company & Resolution Plan Submitted By Deccan Value InvestorsL.P. has been Approved By Committee Of Creditors In Its Meeting Dated On 25th August2018.

IMPACT OF THE 2020 CORONAVIRUS (COVID-19) PANDEMIC IN INDIA

The outbreak of the Covid-19 pandemic is an unprecedented shock to the Indian economy.The economy was already in a parlous state before Covid-19 struck. With the prolongedcountry-wide lockdown global economic downturn and associated disruption of demand andsupply chains the economy is likely to face a protracted period of slowdown.

The economic impact of the 2020 coronavirus pandemic in India has been largelydisruptive. India s growth in the fourth quarter of the fiscal year 2020 went down to 3.1%according to the Ministry of Statistics. The Chief Economic Adviser to the Government ofIndia said that this drop is mainly due to the coronavirus pandemic effect on the Indianeconomy. Therefore the operations of our company got significantly affected due to thepandemic of COVID-19.

DIVIDEND

In view of losses incurred during the year under review the Board ofDirectors/Resolution Professional does not recommend any dividend on the equity shares forthe financial year ended March 31 2020.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 520000000 (Rupees Fifty TwoCrores only) divided into 50000000 (Five Crores) Equity Shares of INR 10/- eachaggregating to INR 500000000 (Rupees Fifty Crores Only) and 2000000 (Twenty Lakhs)Preference Shares of INR 10/- each aggregating to Rs. 20000000 ( Rupees Two CroreOnly).

Further Paid up capital of the company is comprises of Rs. 435500000 (Rupees FortyThree crores fifity five lakhs only) divided into 43550000 (four crores thirty fivelakhs fifty thousand only) Equity shares 10/- each and Rs. 13422800 (One crore thirtyfour lakhs twenty two thousand eight hundred only) 0.1% non cumulative redeemablepreference shares divided into 1342280 divided into Re. 10/- each.

DETAILS OF KEY MANAGERIAL PERSONNEL & RESOLUTION PROFESSIOANL

During the period under review Mr. Pavan Kumar Mishra had resigned from the office ofCompany Secretary of the Company w.e.f. 10th June 2019. The Board/ResolutionProfessional places on record its appreciation for the services rendered by Mr. PavanKumar Mishra during his tenure with the Company.

Further the Resolution Professional of the Company Mr. Dinkar T. Venkatasubramanianhas appointed Mr. Piyush Kumar as a Company Secretary of the Company w.e.f. from 04thMarch 2020.

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows as 31.03.2020:

Mr. Shekhar Gupta Whole Time Director
Mr. Arun Maiti Chief Financial Officer
Mr. Piyush Kumar (appointed w.e.f. 04th March 2020) Company Secretary

*Mr. Shekhar Gupta whole time Director of the Company has also resigned from the postof directorship of the Company but compliance under companies act 2013 is pending hencehe is still showing as a director in the Company.

Further stated that Metalyst Forgings Limited is under Corporate Insolvency ResolutionProcess under the Insolvency and Bankruptcy Code 2016 (Code) vide an order of the Hon bleNational Company Law Tribunal ( NCLT ) Mumbai dated 15.12.2017 and Mr. Dinkar T.Venkatasubramanian (IP Registration no. IBBI/IPA-001/IP-P00003/2016-17/10011) wasappointed as the Insolvency Resolution Process ( IRP ) with effect from 15thDecember 2017. Further in terms of the provisions of the Code the Committee of Creditors(CoC) in its meeting held on 12th January 2018 continued to Mr. Dinkar T.Venkatasubramanian as the Resolution Professional.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

Pursuant to the provisions of the Companies Act 2013 and Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 (IEPFRules) the declared dividends which remained unpaid or unclaimed for a period of seven(7) years and shares thereof shall be transferred by the Company to the Investor Educationand Protection Fund (IEPF) established by the Central Government.

Accordingly during the year the Company has transferred the unpaid or unclaimeddividend for a period of 7 years from the date they become due for along with shares toIEPF. The shareholders have option to claim their shares and/or amount of dividendtransferred from IEPF. However the unclaimed dividend for the FY2012-13 will be transferto Investors Education and Protection Fund (IEPF) established by the Government of India.

The company has send the notice to the respective shareholders who have not claimeddividend for seven Consecutive Years and whose shares are liable to be transferred to IEPFduring the Financial year.

No claim shall be entertained against the Company for the amounts and shares sotransferred.

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary Joint Venture and Associates as on 31st March 2020.

NUMBER OF BOARD MEETING AFTER THE COMMENCEMENT OF INSOLVENCY PROCESS

After the Commencement of Insolvency Resolution Process In terms of Section 17 of theCode on commencement of the Corporate Insolvency Resolution Process (CIRP) the powers ofthe Board of Directors of Metalyst Forgings Limited ( MFL ) stands suspended and the sameare being exercised by the Resolution Professional. The management of the affairs of MFLhas been vested with Resolution Professional therefore no meeting of Board of Directorsor Committee was held after the Commencement of Corporate Insolvency Resolution Process(CIRP) w.e.f. 15th December 2017.

NUMBER OF MEETING OF COMMITTEE OF CREDITORS (COC)

During the period under review Thirteen (13) meetings of the Committee of Creditors(CoC) were held details of which are given below and forms part of this Annual Report:

S. No. Date of Meeting Total Number of Members Attendance
1 15th April 2019 18 10
2 22nd April 2019 18 17
3 19th August 2019 18 15
4 03rd October 2019 18 17
5 23rd October 2019 18 16
6 30th October 2019 18 15
7 04th November 2019 18 15
8 09th December 2019 18 12
9 12th December 2019 18 11
10 16th January 2020 18 17
11 05th February 2020 18 15
12 11th February 2020 18 17
13 16th March 2020 18 17

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to Section 134(3)(e) & Section 178(3) of the Companies Act 2013 theNomination and Remuneration Committee of the Board has framed a policy for selection andappointment of Directors and senior management personnel which inter alia includes thecriteria for determining qualifications positive attributes and independence of aDirector(s) / Key managerial personnel and their remuneration. Details of the policy onappointment and remuneration are available on the website of the Company(www.amtek.com/mfl.php)

DECLARATION BY INDEPENDENT DIRECTORS

The Company is in CIRP and accordingly power of the Board has been suspended due to theappointment of Mr Dinkar T. Venkatasubramanian as Resolution Professional pursuant to NCLTvide order dated 15th December 2017. Therefore no declaration received fromeach independent director under section 149(7) of Companies Act 2013..

Further in terms of SEBI(Listings Obligations and Disclosure Requirements) (ThirdAmendments) Regulations 2018 dated 31st May 2018 after the commencement ofCorporate Insolvency Resolution Process against the Company all the powers and Committeesshall be fulfilled by the Resolution Professional of the Company.

BOARD EVALUATION

Pursuant to applicable provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has formulated aframework containing inter alia the criteria for performance evaluation of entire Boardof the Company on various parameters.

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated

In terms of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendments)Regulations 2018 dated 31st May 2018 that after the Commencement of CorporateInsolvency Resolution Process (CIRP)all the powers of the Board or Committees shall befulfilled by Resolution Professional in accordance with sections 17 and 23 of Insolvencyand Bankruptcy Code 2016 and powers of the Board of Directors stand suspended.

The Board Evaluation after the Commencement of Corporate Insolvency Resolution Process(CIRP) shall be fulfilled by Resolution Professional and powers of the Board of Directorsstand suspended.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Before the commencement of CIRP all new independent directors inducted into the Boardattend an orientation program. The details of training and familiarization program areavailable on our website (www.amtek.com/mfl.php).

Further at the time of the appointment of an independent director the Company issuesa formal letter of appointment outlining his / her role function duties andresponsibilities. The format of the letter of appointment is available on our website(www.amtek.com/mfl.php)

COMMITTEES OF THE BOARD

The Company s Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

However after the commencement of Corporate Insolvency Resolution Process (CIRP) thepowers of the Board of Directors along with the committees of the Company standssuspended.

The details of the membership and attendance at the meetings of the above Committees ofthe board are provided in the Corporate Governance section of this report.

The role and responsibilities of the Committees specified in regulations 181920 and21 of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment)Regulations 2018 after the Commencement of Corporate Insolvency Resolution Process (CIRP)shall be fulfilled by Resolution Professional and powers of the Board of Directors standssuspended.

DISCLOSURE OF AUDIT COMMITTEE & NON ACCEPTANCE OF ITS RECOMMENDATION

The composition of Audit Committee of the Company as on 31.03.2020 is as under:

Name of the Member Category Status
Mr. Yogesh Kapur Independent Director Chairman
Ms. Anuradha Kapur Independent Director Member
(resigned w.e.f.18.10.2019)

After the Commencement of Corporate Insolvency Resolution Process (CIRP) as perregulation 17 of IBC the Code The management of the affairs of the company shall vested inthe interim resolution professional and the power of the board of directors/ committeesshall stand suspended and be exercised by the Interim Resolution Professional.

Mr. Dinkar T. Venkatasubramanian appointed as Interim Resolution Professional by theNational Company Law Tribunal by order dated 15 December 2017 and continued as ResolutionProfessional by the Committee of Creditors in its meeting held on 12th January2018 under provisions of the code)

*RESOLUTION PROFESSIONAL / DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 theDirectors/Resolution Professional hereby confirm that:

i. in preparation of Annual Accounts the applicable Accounting Standards have beenfollowed and there has been no material departure.

ii. they have selected accounting policies which were applied consistently and thedirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2020 and ofthe profits/losses for the year ended on that date.

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

iv. they have prepared the annual accounts on a going concern basis.

v. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively.

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

*The role and responsibilities of the Board of Directors after the Commencement ofCorporate Insolvency Resolution Process (CIRP) shall be fulfilled by ResolutionProfessional in accordance with sections 17 and 23 of Insolvency and Bankruptcy Code 2016and powers of the Board of Directors/Committees stand suspended.

STATUTORY AUDITORS

M/s Raj Gupta & Co. Chartered Accountants (Firm Registration No. 000203N) hastendered his resignation dated 14th August 2020 due to other preoccupationsengagements.

The Resolution Professional of the Company after the approval of Committee of Creditors(CoC) has recommended and appointed M/s. Jayesh Sangharjka & Co. LLP. PracticingChartered Accountants (Firm Registration Number: 104184W/W100075) as statutory auditor ofthe Company w.e.f 12th September 2020 to fulfill the casual vacancy arises dueto the resignation of M/s. Raj Gupta & Co. The appointment of M/s Jayesh Sanghrajka& Co. LLP shall be for the Financial year 2020-21 subject to the approval ofshareholders in the ensuing Annual General Meeting.

Pursuant to Section 139 of the Companies Act 2013 read with the Companies (Amendment)Act 2017 notified by the Ministry of Corporate Affairs on 7th May 2018 therequirement for ratification of the appointment of Statutory Auditors by the members atevery Annual General Meeting has been omitted.

AUDITORS REPORT

The auditors report contain the qualifications/observation which is self explanatory innature and forms part of this Annual Report. Further the Statement of Impact of AuditQualification pursuant to SEBI regulations forms part of this Annual Report.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act 2013 the Resolution Professional of theCompany has appointed M/s Muklul Dusad & Associates Company Secretaries in Practiceas Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year2019-20. The Secretarial Audit Report submitted by them for the financial year 2019-20 inthe prescribed form MR-3 is attached as Annexure- I and forms part of this Report.

COST AUDITORS

As per Section 148 of the Companies Act 2013 the Company is required to have theaudit of its cost records conducted by a Cost Accountant in practice. In this connectionthe Resolution Professional of the company has appointed M/s Shashi Ranjan and Associates(FRN: 101139) practicing Cost Accountant as Cost Auditor of the Company w.e.f. 25thSeptember 2020 for conducting the audit of the cost records of the Company for thefinancial year 2020-21 subject to its ratification of the remuneration to be paid to CostAuditor by the shareholders at the ensuing Annual General Meeting.

REPORTING OF FRAUD BY AUDITORS

During the year under review the Auditors of the Company have not reported any fraudas specified under section 143 (12) of the Companies Act 2013 to the AuditCommittee/Resolution Professional.

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

Disclosure on particulars relating to loans guarantees or investments under section186 of the Companies Act 2013 form part of notes to the financial statement provided inthis Annual Report.

PARTICULARES OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements entered into by the Company with Related Parties are atarm s length and are in ordinary course of business.

In accordance with Section 134(3) (h) of the Companies Act 2013 read with Rule 8(2) ofCompanies (Accounts) Rules 2014 All the Related Party Transactions entered into duringthe financial year were on an Arm s Length basis and in the Ordinary Course of Business.There are no materially significant Related Party Transactions made by the Company withPromoters Directors Key Managerial Personnel (KMP) which may have a potential conflictwith the interest of the Company at large. the particulars of contracts or arrangementswith related parties referred to in Section 188(1) of the Companies Act 2013 in theprescribed form AOC-2 is attached as Annexure-II which forms part of this report.

The Policy on Related Party Transactions as approved by the Board of Directors isuploaded on the website at http://www.amtek.com/mfl.php.

There has been no change to the policy on Related Party Transactions during thefinancial year ended March 31st 2020.

ANNUAL RETURN EXTRACT

In terms of Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) ofCompanies (Management & Administration) Rules 2014 the extract of Annual Return ofthe Company in Form MGT-9 is attached as Annexure III to this Report.

Whereas in pursuant to the Companies (Amendment) Act 2017 the act has madesubstitution under Section 134(3) (a) of the Companies Act 2013 to place the extract ofAnnual Return on the website of the Company. As to comply with the said provision theCompany has placed the extract of Annual Return in Form MGT-9 on the website of thecompany i.e. www.amtek.com/mfl/php.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure-IV of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. The policy is available on the website of theCompany at www.amtek.com/mfl.php.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The ratio of remuneration of each director to the median of employees remuneration asper Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached asAnnexure-V(a) forming part of this report.

The statement containing particulars of employees as required under section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as Annexure-V(b) forming part of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework for InternalFinancial Controls [IFC] within the meaning of the explanation to Section 134(5) (e) ofthe Act. The Board has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance and adhereto the Corporate Governance requirements set out by SEBI. The Report on CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms an Integral part this Annual Report. Requisite Certificate fromthe Auditors of the Company confirming compliance with the conditions of CorporateGovernance is attached to this Annual Report.

RISK MANAGEMENT

In compliance with the provisions of Regulation 21 of SEBI Listing Regulations theBoard of Directors has constituted a Risk Management Committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis. The development and implementation of risk management policy has beencovered in the management discussion and analysis which forms part of the Annual report.The details of Committee are set out in the Corporate Governance Report forming part ofthe Board s Report.

In terms of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendments)Regulations 2018 dated 31st May 2018 that after the Commencement of CorporateInsolvency Resolution Process (CIRP)all the powers of the Board or Committees shall befulfilled by Resolution Professional in accordance with sections 17 and 23 of Insolvencyand Bankruptcy Code 2016 and powers of the Board of Directors stand suspended.

ANTI SEXUAL HARASSMENT POLICY

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All women employees (permanent contractual temporarytrainees) are covered under this policy. During the year 2019-20 no complaints werereceived by the committee.

PUBLIC DEPOSITS

During the period under review the Company has neither accepted nor renewed anydeposits within the meaning of Section 73 of the Companies Act 2013 from theShareholders/Public.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

The detail as required under Section 134(3) (m) of the Companies Act 2013 read withRule 8(3) of the Companies Rules 2014 regarding conservation of energy technologyabsorption foreign exchange earnings & outgo is attached as Annexure-VI to thisReport.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed review of operations performance and future outlook of the Company is givenseparately under head Management Discussion and Analysis Report forming part of thisAnnual Report.

DISCLOSURE REQUIREMENTS

Details of the Familiarization Programme of the independent directors are available onthe website of the Company (www.amtek.com/mfl.php). Policy on dealing related partytransaction is available on the website of the Company

(www.amtek.com/mfl.php).

VIGIL MECHANISM

The Company has formulated Whistle Blower Policy wherein Vigil Mechanism for EmployeesDirectors Stakeholders of the Company are free to report any unethical or improperactivity. The provisions of this policy are in line with the provisions of the Section177(9) of the Act and the SEBI (Listing Obligation & Disclosure Requirements )Regulation 2015. (URL: www.amtek.com/mfl.php).

SIGNIFICANT AND MATERIAL ORDERS

As stated hereinbefore the Hon ble National Company Law Tribunal Mumbai (NCLTMumbai) vide order dated 15th December 2017 approved initiation of CorporateInsolvency Resolution Process of the Company pursuant to an application under section 7 ofthe Insolvency and Bankruptcy Code 2016 filed by State Bank of India.

Pursuant to the initiation of the above proceedings and In terms of SEBI (ListingObligations and Disclosure Requirements) (Third Amendments) Regulations 2018 dated 31stMay 2018 that after the Commencement of Corporate Insolvency Resolution Process (CIRP)allthe powers of the Board or Committees shall be fulfilled by Resolution Professional inaccordance with sections 17 and 23 of Insolvency and Bankruptcy Code 2016 and powers ofthe Board of Directors stand suspended the powers of the Board / Committees have beensuspended in terms of section 17 of the said Code and the same now vest with Mr. Dinkar T.Venkatasubramanian the Resolution Professional.

Further the Company had received an adjudication order dated June 28th 2019from Securities and Exchange Board of India (SEBI) in terms of the provisions of Section15HB of the SEBI Act regarding violation of the provision of Regulation 31(1) read withRegulation 31(3) of SEBI (SAST) Regulations and penalty has been imposed by the SEBI.

DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). As on 31st March 2020 43343326 Equity Shares representing 99.525%of the EquityShare Capital of the Company are in dematerialized form. The Equity Shares of the Companyare compulsorily traded in dematerialized form as mandated by the Securities and ExchangeBoard of India (SEBI). The International Securities Identification Number (ISIN) allottedto the Company with respect to its Equity Shares is INE425A01011.

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchangeof India Limited and are actively traded.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India M/s S. Khurana& Associates Company Secretaries New Delhi undertook the Reconciliation of ShareCapital Audit on a quarterly basis. The purpose of the audit is to reconcile the totalnumber of shares held in National Securities Depository Limited (NSDL) Central DepositoryServices (India) Limited (CDSL) and in physical form with respect to admitted issued andPaid up Share Capital of the Company.

The reconciliation of Share Capital Audit Report as submitted by M/s S. Khurana &Associates Company Secretaries New Delhi on quarterly basis was forwarded to the BSELimited and National Stock Exchange of India Limited where the Equity Shares of theCompany are listed.

INDUSTRIAL RELATIONS

During the year under review the relations between the Management and the workmen werehighly cordial. Human resources initiatives such as skill up gradation trainingappropriate reward & recognition systems and productivity improvement were the keyfocus areas for development of the employees of the Company.

INVESTOR RELATIONS

Your Company always endeavors to promptly respond to members requests/grievances. Eachand every issue raised by the members is taken up with utmost priority and every effort ismade to resolve the same at the earliest. The Stakeholders RelationshipCommittee/Resolution Professional of the Company periodically reviews the status of theredressal of investors grievances.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company complies with all applicable Secretarial Standard issued by the Instituteof Company Secretaries of India (ICSI).

ACKNOWLEDGEMENTS

The Resolution Professional / Directors would like to express their sincereappreciation for the assistance and cooperation received from the financial institutionsbanks Government authorities customers vendors and members during the year underreview.

The Resolution Professional / Directors also wish to place on record their deep senseof appreciation for the dedication of the employees at all levels which has been criticalfor the Company s success. The Directors/ Resolution Professional of the Company lookforward to their continued support in future.

By Order of the Resolution Professional
For Metalyst Forgings Limited
(A Company under Corporate Insolvency Resolution Process)
Sd/-
Yogesh Kapur
DIN No. 00014385
(Chairman & Director)
Date : 02.02.2021
Place : New Delhi

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