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Metalyst Forgings Ltd.

BSE: 513335 Sector: Engineering
NSE: METALFORGE ISIN Code: INE425A01011
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VOLUME 1552
52-Week high 6.36
52-Week low 2.76
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Metalyst Forgings Ltd. (METALFORGE) - Director Report

Company director report

Dear Members

It gives me great pleasure to presenting the 45th Annual Report on the business andoperations of the Company together with the audited financial statements for thefinancial year ended 31st March 2022 which includes the report to the shareholders.

Corporate Insolvency Resolution Process (CIRP)

A corporate insolvency resolution process ("CIRP") has been initiated againstMetalyst Forgings Limited ('the Company' or 'MFL')vide an order of Mumbai bench of theNational Company Law Tribunal (NCLT) dated December 15 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. At the first meeting of Committee of Creditors of theCompany held on 12th January 2018 his appointment was confirmed as a ResolutionProfessional under provisions of the Insolvency and Bankruptcy Code 2016 and furtherResolution plan submitted By Deccan Value Investors L.P. has been approved by committee ofcreditors in its meeting dated on 25th august 2018 and was thereafter submitted to theHon'ble National Company Law Tribunal Mumbai ("NCLT") for its approval.

However the NCLT vide its order dated September 27 2019 rejected the approval of theresolution plan and allowed the same to be withdrawn by the successful resolutionapplicant pursuant to an application filed by the successful resolution applicant in thisregard.

The aforesaid order of the NCLT was challenged by the RP and the CoC in the Hon'bleNational Company Law Appellate Tribunal praying inter alia that withdrawal of aresolution plan approved by the CoC is not permitted in terms of the Code and that suchwithdrawal was permitted by the NCLT on misconceived grounds and without jurisdiction.

However the NCLAT vide its order dated February 7 2020 upheld the order passed bythe NCLT and the consequent withdrawal of the resolution plan by the successful resolutionapplicant.

Pursuant thereto the RP and the CoC have filed separate appeals in the Hon'ble SupremeCourt challenging the order passed by the NCLAT and have prayed inter alia for the sameto be set aside and for the Supreme Court to direct the NCLT to approve the resolutionplan under Section 31 of the Code. Hence this meeting is being convened by the RP only tothe limited extent of discharging the powers of the Board of Directors of the Companywhich has been conferred upon him in terms of provisions of Section 17 of the Code.Pursuant to 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 ofthe affairs 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 Resolution Professional the Directors Reportwhich is required to be presented by Board of Directors under Section 134(3) Companies Act2013 is not being presented. However a report of Management containing the Details andinformation as available to be disclosed in Directors Report to the shareholders is beingpresented to you by Resolution Professional.

FINANCIAL AND OPERATIONAL PERFORMANCE

The standalone Financial Statements for the Financial Year ended March 31 2022forming part of this. Annual Report have been prepared in accordance with the IndianAccounting Standard (hereinafter referred to as "Ind AS"] prescribed underSection 133 of the Companies Act 2013 and other recognized accounting practices andpolicies to the extent applicable. Necessary disclosures as regards to the key impactareas & other adjustments upon transition to Ind-AS reporting have been made under theNotes to Financial Statements.

Your Company's financial performance for the year ended March 31 2022 is assummarized below:

Rs. Lakhs except per equity share data

Particulars March 31 2022 March 31 2021
Revenue from Operations 23069 17418
Other Income 57 501
Total Revenue 23126 17919
Exp enditures ( Excluding Depreciation) 23358 24809
Gross Profit Before Depreciation (232] (6890]
Depreciation 25015 25215
Profit Before Tax & Exceptional Items (25247] (32105]
Exceptional Item - 34697
Profit Before tax (25247] (66802]
Tax Expenses 0 0
Deferred Tax 0 0
MAT Reversal 0 0
Profit /(Loss) for the year (25247] (66802]
Other Comprehensive Income (78] 38
Total Comprehensive Income (25325] (66764]
EPS (for continuing operation)
Basic (57.97] (153.39]
Diluted (57.97] (153.39]
EPS (for continuing and discontinuing operation)
Basic (57.97] (153.39]
Diluted (57.97] (153.39]

FINANCIAL PERFORMANCE

During the year under review your Company had earned total revenue amounting toRs.23069 lakhs as compared to Rs. 17418 lakhs in the previous year. Loss for the yearstood at Rs. 25247 lakhs as against Loss of Rs. 66802 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

No amount is proposed to be transferred to the Reserves.

INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16th February 2015 issued by theMinistry of Corporate Affairs (MCA] Standalone Financial Statements of the Company forthe Financial Year 2021-22 have been prepared as per Ind AS.

BORROWINGS

During the year under review your company has not made short term and long termborrowings in accordance with the provision of the Companies Act 2013. Details of theborrowings in accordance with the provisions of the said section have been disclosed inthe Notes to the Financial Statements.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has in place adequate internal financialcontrols for ensuring efficient conduct of its business. A detailed note on internalfinancial controls is provided in the Management Discussion and

Analysis Report.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of yourcompany between the financial year ended March 31 2022 and as at the date of signing ofthis report.

A corporate insolvency resolution process ("CIRP") has been initiated againstMetalyst Forgings Limited ( 'the Company') vide an order of Mumbai bench of the NationalCompany Law Tribunal (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 August 2018.

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

Covid-19 Pandemic has affected the world and the Metalyst Forgings Limited is noexception. The Covid-19 first wave outback developed rapidly with a significant number ofinfections The COVID-19 outbreak (previously 2019-nCoV) was caused by the SARS-CoV-2virus. This outbreak was triggered in December 2019 in Wuhan city in Hubei province ofChina. COVID19 continues to spread across the world. Initially the epicentre of theoutbreak was China with reported cases either in China or being travellers from China.

While there is no way to tell exactly what the economic damage from the global COVID-19corona virus pandemic will be there is widespread agreement among economists that it willhave severe negative impacts on the global economy. Early estimates predicated thatshould the virus become a global pandemic most major economies will lose at least 2.9percent of their gross domestic product (GDP) over 2020. This forecast was alreadyrestated to a GDP loss of 3.4 percent. To put this number in perspective global GDP wasestimated at around 84.54 trillion U.S. dollars in 2020- meaning that a 4.5 percent dropin economic growth results in almost 2.96 trillion U.S. dollars of lost economic output

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 2022

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 520000000 (Rupees Fifty

Two Crores only] divided into 50000000 (Five Crores) Equity Shares of INR 10/- eachaggregating to INR 500000000 (Rupees Fifty Crores Only) and

20.00. 000 (Twenty Lakhs) Preference Shares of INR 10/- each aggregating to Rs.

2.00. 00.000 ( Rupees Two Crore Only).

Further Paid up capital of the company is comprises of Rs. 435500000 (RupeesForty Three crores fifity five lakhs only) divided into 43550000 (four croresthirty five lakhs fifty thousand only) Equity shares 10/- each and Rs. 13422800 (Onecrore thirty four lakhs twenty two thousand eight hundred only) 0.1% non-cumulativeredeemable preference shares divided into 1342280 divided into Re. 10/- each.

During the year under review there is no change in the Authorized Share Capital andPaid-Up Share Capital of your Company.

DETAILS OF DIRECTORS KEY MANAGERIAL PERSONNEL & RESOLUTION PROFESSIONAL

Changes in the Board / KMPs

Due to ongoing CIRP the Board of Directors continue to remain suspended during the yearunder review.

Directors:- There is no change in Directorship of the Company during the financialyear ended March 2022

Key Managerial Personnel:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows as 31.03.2022:

DIN/PAN NAME OF KMP MANAGERIAL PERSONNEL DESIGNATION DATE OF APPOINTMENT
*01744465 Shekhar Gupta Whole time Director 14/02/2017
ACBPM8301M Arun Kumar Maiti CFO(KMP) 01/06/2015
**BMQPC3152A Pratibha Chaudhary Company Secretary 31/03/2021
***HTCPS9157Q Divya Srivastava Company Secretary 27/06/2022

*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 Companies Master Data on MCA.

**During the period under review Ms. Pratibha Chaudhary had resigned from the officeof Company Secretary of the Company w.e.f. 07th January 2022. The Board/ResolutionProfessional places on record its appreciation for the services rendered by Ms. PratibhaChaudhary during his tenure with the Company.

***Thereafter Ms. Divya Srivastava from the office of Company Secretary of the Companyw.e.f. 07th January 2022. The Board/Resolution Professional places on record itsappreciation for the services rendered by Ms. Pratibha Chaudhary during his tenure withthe Company

In terms of the SEBI (Listing Obligation and Disclosure Requirements) (Third Amendment)Regulation 2018 Notification dated May 31 2018 all the roles and responsibilities ofthe Board of Directors/ Committees shall be fulfilled by the Resolution Professional inaccordance with Section 17 and Section 23 of IBC and powers of the Board of Directors/Committee stands suspended.

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. DinkarT. 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 FUNDfIEPF)

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 no such unpaid or unclaimed dividend fora period of seven (7] years from the date they become due for to IEPF. However theunclaimed dividend for the FY 2013-14 is due to transfer to Investors' Education andProtection 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. IOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary Joint Venture and Associates Company as on 31st March2022.

NUMBER OF BOARD MEETING AFTER THE COMMENCEMENT OF INSOLVENCY PROCESS

In terms of the SEBI (Listing Obligation and Disclosure Requirements) (Third Amendment)Regulation 2018 Notification dated May 31 2018 read with an order of the Hon'bleNational Company Law Tribunal ("NCLT") Mumbai all the roles andresponsibilities of the Board of Directors/ Committees shall be fulfilled by theResolution Professional in accordance with Section 17 and Section 23 of IBC and powers ofthe Board of Directors/ Committee stands suspended. Mr. Dinkar T. Venkatasubramanianappointed as Interim Resolution Professional (IRP) by the National Company Law Tribunal byorder dated 15th December 2017 and subsequently confirmed as the Resolution Professional(hereinafter referred to as the "RP") by the Committee of Creditors (hereinafterreferred to as the "CoC") via e- voting conducted in the meeting of the CoCwhich concluded on 12th January 2018 to carry out the CIR Process for the Company.

However as the power of the Board of Directors of your Company stands suspended andthe Resolution Professional has been overseeing the day to day operations of the Companyduring the year under review..

NUMBER OF MEETING OF COMMITTEE OF CREDITORS (COC)

During the period under review One (1] 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 28 January 2022 18 15

REMUNERATION POLICY

Pursuant to Section 134(3)(e) & Section 178(3] of the Companies Act 2013 theNomination and Remuneration Committee of the Board has framed policies that were dulyapproved by the erstwhile Board on the recommendations of the Nomination and RemunerationCommittee prior to commencement of CIRP for selection of Directors which inter aliaincludes the criteria for determining qualifications positive attributes and independenceof a Director(s} / Key managerial personnel and their remuneration. Details of the policyon appointment and remuneration are available on the website of the Company(www.metalyst.co.in)

DECLARATION BY INDEPENDENT DIRECTORS

Hon'ble National Company Law Tribunal Mumbai Bench has ordered the commencement of acorporate insolvency resolution process against Metalyst Forgings Limited on December 15th2017 . Its affairs business and assets are being managed by the Resolution ProfessionalMr. Dinkar T. Venkatasubramanian to NCLT vide order dated 15th December 2017 and allthe roles and responsibilities of the Board of Directors/ Committees shall be fulfilled bythe Resolution Professional in accordance with Section 17 and Section 23 of IBC and powersof the Board of Directors/ Committee stands suspended.

In light of the above your Company has not received any declaration from theIndependent Directors during the year under review

BOARD EVALUATION

Hon'ble National Company Law Tribunal Mumbai Bench has ordered the commencement of acorporate insolvency resolution process against Metalyst Forgings Limited on December 15th2017 . Its affairs business and assets are being managed by the Resolution ProfessionalMr. Dinkar T. Venkatasubramanian pursuant to NCLT vide order dated 15th December 2017against the Company and all the roles and responsibilities of the Board of Directors/Committees shall be fulfilled by the Resolution Professional in accordance with Section 17and Section 23 of IBC and powers of the Board of Directors/ Committee stands suspended.

The manner in which the evaluation has been carried out by Resolution Professional hasbeen explained in the Corporate Governance Report.

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

Prior to the Commencement of CIRP period as and when required the Company used toconduct programmers for familiarization of Independent Directors with the Company anddetails of such programmers were updated on its website i.e https://www.metalyst.co.in.Further roles rights responsibilities of Independent Directors in the Company natureof the industry in which the Company operates business model of the Company and otherrelated matters are available on the Company's website.

During the period under review it was not required to conduct programmers forfamiliarization of Independent Directors.

COMMITTEES OF THE BOARD

The Company's Board had the following five Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The Board had a defined set of guidelines duties and responsibilities and andestablished framework commensurate with the applicable provisions of the

Companies Act and Listing Regulations for conducting the meetings of the saidCommittees. A detailed note on the Board of Directors and its committees their scope etcis provided under the Corporate Governance Report section

However after the commencement of Corporate Insolvency Resolution Process (CIRP) thepowers of the Board of Directors along with the committees of the Company stands suspendedand were/are being exercised by the RP/IRP/IMC in accordance with Sections 17 and 23 ofthe Insolvency Code from the aforesaid date. Accordingly no meetings of the Committeeswere held during the Financial Year 2021-22. Further details are given in the CorporateGovernance Report.

The role and responsibilities of the Committees specified in regulations 1819 20 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 ofDirectors stand suspended.

DISCLOSURE OF AUDIT COMMITTEE & NON ACCEPTANCE OF ITS RECOMMENDATION

The composition of Audit Committee of the Company as on 31.03.2022 is as under:

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

After the Commencement of Corporate Insolvency Resolution Process (CIRP) as perregulation 17 of IBC "the Code" The management of the affairs of the companyshall vested in the interim resolution professional and the power of the board ofdirectors/ committees shall stand suspended and be exercised by the Interim ResolutionProfessional.

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 January 2018 underprovisions of the code).

*RESOLUTION PROFESSIONAL / DIRECTORS' RESPONSIBILITY STATEMENT

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

i. In the preparation of annual financial statements for the year ended 31st March2022 the applicable accounting standards have been followed and there has been nomaterial departure.

ii. they have selected accounting policies which were applied consistently and thedirectors/RP 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 2022 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

At the 44th Annual General Meeting held on August 01st 2022 M/s. Jayesh Sangharjka& Co. LLP. Practicing Chartered Accountants (Firm Registration Number:104184W/W100075) were appointed as Statutory Auditor of the Company for a term of fiveyears to hold office from the conclusion of 44th Annual General Meeting till theconclusion of the 49th Annual General Meeting of the Company.

The requirement of the ratification of the appointment of Statutory Auditors at everyAnnual General Meeting has been done way by the Companies Amendment Act 2017 notified bythe Ministry of Corporate Affairs vide notification no. GSR 432(E) dated 07th May 2018and hence the notice of ensuing Annual General Meeting does not carry any resolutionpertaining to ratification of appointment of Statutory Auditors.

AUDITORS' REPORT

The auditors' report contain the qualifications/observation which is self- explanatoryin nature 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 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel] Rules 2014 as amended from timeto time the Resolution Professional of the Company has appointed M/s KRR & CompanyCompany Secretaries as Secretarial Auditor of the Company to conduct SecretarialAudit for the financial year 2021- 22.

A copy of the Secretarial Audit Report received from M/s KRR & Company CompanySecretaries in the prescribed Form No. MR-3 is annexed to this Report marked as "Annexure- I" and forms an integral 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 Pawar and AssociatesCost Accountants (Firm Registration Number: 102461) Practicing Cost Accountant asCost Auditor of the Company w.e.f. 05th November2022 for conducting the audit of the costrecords of the Company for the financial year 2022-23 subject to its ratification of theremuneration to be paid to Cost Auditor by the shareholders at the ensuing Annual GeneralMeeting.

REPORTING OF FRAUD BY AUDITORS

During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditors have not reported any instances of frauds committed in the Company by itsOfficers or Employees to the Audit Committee under Section 143(12] of the Act details ofwhich needs to be mentioned in Director's Report.

PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN OR SECURITIES PROVIDEDBY THE COMPANY UNDER SECTION 186 OF THE COMPANIES ACT. 2013

During the year under review your Company has not made any investment has not grantedany loans guarantee and/ or has not provided any security in accordance with theprovisions stated in Section 186 of the Act. Details of Loans Guarantees and Investmentscovered under the provisions of the said section have been disclosed in Notes of the notesto the Financial Statements.

PARTICULARS 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.metalvst.co.in .

There has been no change to the policy on Related Party Transactions during thefinancial year ended March 31st 2022.

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-III of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy] Rules 2014. The policy is available on thewebsite of the Company at www.amtek.com/mfl.php.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Details of remuneration of Directors KMPs and employees as per Section 197 of theCompanies Act 2013 read with Rule 5(1] of the Companies (Appointment and Remuneration ofManagerial Personnel] Rules 2014 forms part of Report Annexure-V (A).

However as per the provisions of Section 136 of the Companies Act 2013 the AnnualReport is being sent to the Members and others entitled thereto excluding the informationon employees' remuneration particulars as required under Rule 5 (2] & (3] of theCompanies (Appointment and Remuneration of Managerial Personnel] Rules 2014

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.

In terms of SEBI (Listings Obligations and Disclosure Requirements) (Third Amendments)Regulations 2018 dated 31st May 2018 the resolution professional Mr Dinkar T.Venkatasubramanian appointed pursuant to NCLT vide order dated 15th December 2017 againstthe Company and all the roles and responsibilities of the Board of Directors/ Committeesshall be fulfilled by the Resolution Professional in accordance with Section 17 andSection 23 of IBC and powers of the Board of Directors/ Committee stands suspended.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance and adhereto the Corporate Governance requirements as stipulated in Schedule V of Regulation 34(3)of the Listing Regulations a separate section on Corporate Governance practices followedby your Company together with a certificate from the Practicing company Secretariesconfirming compliance of the said has been enclosed herewith as and forms an integralpart of this 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 Corporate InsolvencyResolution Process (CIRP) all the powers of the Board or Committees shall be fulfilled byResolution Professional in accordance with sections 17 and 23 of Insolvency and BankruptcyCode 2016 and powers of the Board of Directors stand suspended.

ANTI-SEXUAL HARASSMENT POLICY

Your Company promotes a healthy and congenial working environment irrespective ofgender caste creed or social class of the Employees and values every individual and iscommitted to protect the dignity and respect of every individual. Your Company has alwaysendeavored for providing a better and safe environment free of sexual harassment at allits work places. During the year under review no cases of sexual harassment against womenemployees were filed under Section 22 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal] Act 2013.

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-V to thisReport.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report on the operations and financial position ofthe Company as stipulated under Regulation 34(2)(e) of the Listing Regulations ispresented in a separate section forming part of this Report.

A detailed review of operations performance and future outlook of your Company isgiven in this report annexed herewith as Annexure VII under the head "ManagementDiscussion and Analysis Report" (MDA) under Regulation 34(2)(e) of the ListingRegulations and forms an integral part of this Report.

OTHER DISCLOSURES/ REPORTING

No disclosure or reporting is required in respect of the following items as there wasno transaction on these items during the year under review:

• Issue of Equity Shares with differential rights as to Dividend voting orotherwise

• Issue of Shares (including sweat equity shares] to Employees of the Companyunder any scheme

• None of the Directors including Whole Time Directors of the Company received anyremuneration or commission from any of the Company's subsidiaries

• No fraud has been reported by the Auditors to the Resolution Professional DISCLOSUREREQUIREMENTS

Details of the Familiarization Programme of the independent directors are available onthe website of the Company (www.metalvst.co.in). Policy on dealing related partytransaction is available on the website of the Company (www.metalvst.co.in).

VIGIL MECHANISM

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers] Rules 2014 readwith Section 177(9] of the Act and as per Regulation 22 of the Listing Regulations (asamended from time to time] the Company has framed Vigil Mechanism/ Whistle Blower Policy("Policy"] to enable Directors and employees to report genuine concerns orgrievances significant deviations from key management policies and reports on anynon-compliance and wrong practices e.g. unethical behavior fraud violation of lawinappropriate behavior/conduct etc The functioning of the Vigil Mechanism is reviewed bythe Audit Committee/Resolution Professional from time to time.

None of the Directors or employees have been denied access to the Audit Committee ofthe Board/ Resolution Professional. The objective of this mechanism is to maintain aredressal system that can process all complaints concerning questionable accountingpractices internal controls or fraudulent reporting of financial information. The Policyframed by the Company is in compliance with the requirements of the Act and the ListingRegulations and is available on the website of the Company www.metalyst.co.in.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS & COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under report no significant and material orders were passed by theRegulators or Courts or Tribunals impacting the going concern status of the Company andits operations in future.

The Hon'ble National Company Law Tribunal' Mumbai (NCLT Mumbai) vide order dated 15thDecember 2017 approved initiation of Corporate Insolvency Resolution Process of theCompany pursuant to an application under section 7 of the Insolvency and Bankruptcy Code2016 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 have been suspended and fulfilled byResolution Professional in accordance with sections 17 and 23 of Insolvency and BankruptcyCode 2016 and same now vest with Mr. Dinkar T. Venkatasubramanian the ResolutionProfessional.

Further the Company had received an adjudication order dated June 28th 2019 fromSecurities and Exchange Board of India (SEBI) in terms of the provisions of Section 15HBof 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 theSEBI.

DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of

• National Securities Depository Limited (NSDL] and

• Central Depository Services (India] Limited (CDSL).

As on 31st March 2022 43378295 Equity Shares representing 99.606 % of the EquityShare Capital of the Company are in dematerialized form.

The Equity Shares of the Company are compulsorily traded in dematerialized form asmandated by the Securities and Exchange Board of India (SEBI).

The International Securities Identification Number (ISIN] allotted to the Company withrespect 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 PractisingCompany Secretary undertook the Reconciliation of Share Capital Audit on a quarterlybasis. The purpose of the audit is to reconcile the total number of shares held inNational Securities Depository Limited (NSDL] Central Depository Services (India] Limited(CDSL] and in physical form with respect to admitted issued and Paid up Share Capital ofthe Company.

As per the directive of Securities and Exchange Board of India M/s. KRR &Company Company Secretaries undertook the Reconciliation of Share Capital Audit on aquarterly basis and the reconciliation documents for the year under review have beenduly uploaded on the website of the Stock Exchange.

INDUSTRIAL RELATIONS

During the year under review employee relations at all sites remained cordial. Despitethe exceptional challenges faced the motivated work force aided your Company inmaintaining its operations.

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 remained under CIRP and no meeting of the Board of Directors was heldduring the year under report. Therefore the Secretarial Standards i.e. SS-1 and SS-2relating to meeting of the Board of Directors and General Meetings respectively have beenfollowed by the company to the extent possible.

ENVIRONMENT

Your Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

CAUTIONARY STATEMENT

Statements in the Director's Report and the Management Discussion & Analysis Reportdescribing the Company's objectives expectations and/or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations.

Actual results may differ materially from those expressed in the statement. Importantfactors that could influence the Company's operations include global and domestic demandand supply conditions affecting selling prices of finished goods input availability andprices changes in government regulations tax laws economic developments within thecountry and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS

The Resolution Professional / Directors would like to express their sincereappreciation for the assistance and co-operation 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/-
Mr. Dinkar T.Venkatasubramanian Sd/-
(Resolution Professional) Divya Srivastava
Date: 07 /11/2022 (Company Secretary)

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