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Mishra Dhatu Nigam Ltd.

BSE: 541195 Sector: Metals & Mining
NSE: MIDHANI ISIN Code: INE099Z01011
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OPEN 214.00
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VOLUME 63091
52-Week high 268.85
52-Week low 155.65
P/E 21.90
Mkt Cap.(Rs cr) 3,837
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Sell Price 0.00
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OPEN 214.00
CLOSE 211.95
VOLUME 63091
52-Week high 268.85
52-Week low 155.65
P/E 21.90
Mkt Cap.(Rs cr) 3,837
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mishra Dhatu Nigam Ltd. (MIDHANI) - Director Report

Company director report

The Members

Mishra Dhatu Nigam Limited

Dear Members

Your Directors are pleased to present their 48th Annual Board's Report on theperformance and achievement of your Company together with the Audited FinancialStatements (Standalone & Consolidated) for the financial year ended on March 31 2022.

1. SIGNIFICANT ACHIEVEMENTS:

• Achieved highest ever Sales of Rs 85949.02 Lakh for FY 2021-22 registering ay-o-y growth of 5.69% vis-?-vis Sales of Rs 81323.08 Lakh achieved for FY 2020-21.Achieved highest ever Value of Production (VoP) of Rs 98872.75 Lakh for FY 2021-22registering a y-o-y growth of 28.13% vis-?-vis VoP of Rs 77164.22 Lakh achievedfor FY 2020-21.

• Achieved highest ever Operating Profit of Rs 20781.36. Lakh for the FY 2021-22registering y-o-y growth of 0.75% vis-?-vis Operating Profit of Rs 20626.27 Lakh achievedfor FY 2020-21.

• Achieved highest ever Profit Before Tax (PBT) for FY 2021-22 at Rs 23911.98Lakh vis-?-vis PBT of Rs 22609.39 Lakh for FY 2020-21 registering y-o-y growth of 5.76 %and the highest ever Profit After Tax (PAT) of Rs 17630.77 Lakh for the FY 2021-22vis-a- vis Rs 16629.15 Lakh achieved for FY 2020- 21 registering y-o-y growth of 6.02 %.

• Highest ever export turnover of Rs 8702.16 Lakh was achieved during the FY2021-22 vis-?-vis Rs 1942.47 Lakh for FY 2020-21 registering y-o-y growth of 348 %.

2. HIGHLIGHTS OF OPERATIONS:

PT 1M Seamless Pipes: MIDHANI has successfully developed PT 1MSeamless Pipes for applications in sea and fresh water. The pipes earlier imported wasdeveloped indigenously by MIDHANI and could be successfully manufactured into seamlesspipes for pressure hull application.

Spherical Pressure Hull: MIDHANI has successfully indigenouslymanufactured dummy Spherical Pressure Hull (SPH) of Dia 2.2 Meters ring for NationalInstitute of Ocean Technology (NIOT) which is first ever in our country. MIDHANI hassuccessfully developed Top Hatch primary viewport and secondary viewports for deep seaSPH components.

Zircalloy tubes: First ever Zircalloy tubes were successfully forgedand supplied for its use in Energy applications.

Borated Zirconium strip: Even though achieving uniform chemistry forstrips was a difficult task MIDHANI developed. Borated Zirconium strip of 1mm x 10mm X1000mm for use in Energy application.

Fluid End Component: MIDHANI developed and manufactured ‘FluidEnd Component- MDN 16-5-1 Super Martensitic Stainless Steel for its application in Oiland Gas Sector. The demand for this product in our country was being met through imports.With Indigenous R&D efforts MIDHANI has indigenized the product.

Bearing Steel: MIDHANI in collaboration with DMRL has developed 5types of bearing steels. The Light Combat Aircraft - Tejas LSP4 completed the firstone-hour flight accommodated with indigenous aircraft bearings for the critical gear boxand the same was confirmed by DRDO on Febuary 8 2022.

3. FINANCIAL HIGHLIGHTS:

3.1 Your Company achieved a Sales Turnover of Rs 85949.02

Lakh Profit Before Tax (PBT) of Rs 23911.98 Lakh Profit After Tax (PAT) of Rs17630.77 Lakh and Operating Profit of Rs 20781.36 Lakh for the FY 2021-22. The company'soperations were impacted by the second wave of the COVID-19 pandemic during April - May2021 however with collective efforts Company has achieved best ever results in terms ofrevenue and profits during the financial year.

3.2 Your Company achieved the following results during FY 2021-22:

(Figures in Rs Lakh)
Particulars FY 2021-22 FY 2020-21
Revenue from Operations 85949.02 81323.08
Other Income 3130.62 1983.12
Total income 89079.64 83306.20
Less: Operating Expenditure 59718.16 56797.75
Profit before Depreciation Finance Costs Exceptional items and Tax Expense 29361.48 26508.45
Less: Depreciation/ Amortization/ Impairment 3299.53 2699.53
Profit before Finance Costs Exceptional items and Tax Expense 26061.95 23808.92
Less: Finance Costs 2149.97 1199.53
Profit before Exceptional items and Tax Expense 23911.98 22609.39
Add/(less): Exceptional items - -
Profit Before Tax 23911.98 22609.39
Less: Tax Expense (Current & Deferred) 6281.21 5980.24
Profit After Tax (1) 17630.77 16629.15
Other Comprehensive Income/(loss) (2) 60.62 (34.09)
Total Comprehensive Income (1+2) 17691.39 16595.06
Ratios (Percentages)
Profit Before Tax to Capital employed* 19.62 21.08
Profit Before Tax to Revenue from operations 27.82 27.80
Profit After Tax to Net Worth 14.81 15.50
Profit After Tax to Paid-up Share Capital 94.11 88.76
Sales to Capital Employed* 70.54 75.82
Sales to Gross Block 78.26 146.28
Per Capita Sales (H in Lakh) 111.62 106.58

*Capital Employed is calculated as Net worth + Long term Borrowings.

4. DIVIDEND POLICY:

4.1 The Board of Directors of your Company are pleased to recommend a final dividend ofRs 1.54 per equity share of the face value of Rs 10/- each i.e. @ 15.40% for thefinancial year ended on March 31 2022 and seek your approval for the same. The proposedfinal dividend will be payable to those shareholders whose names appear in the Registerof Members as on the Record Date i.e. September 22 2022.

4.2 Further during the year under review the Board of Directors of the Company intheir Meeting held on March 14 2022 has declared and paid interim Dividend of Rs 1.56 perequity share of the face value of Rs 10/- each i.e. @ 15.60%.

4.3 Cumulatively the Board of Directors of your Company has declared / recommended atotal Dividend of Rs 3.10 per equity share of the face value of H10/- each i.e.

@ 31 % for the year ended March 31 2022. At 32.94% of Profit After Tax (PAT) this isthe highest ever dividend payout by the Company.

4.4 Your Company being a Central Public Sector Enterprise (CPSE) follows theGuidelines on Capital Restructuring issued by Department of Investment and Public AssetManagement (DIPAM) vide F. No. 5/2/2016-Policy dated May 27 2016. As per the Guidelinesevery CPSE would pay a minimum annual Dividend of 30% of PAT or 5% of the Net-worthwhichever is higher subject to the maximum Dividend permitted under the extant legalprovisions. The Company's dividend distribution policy is enclosed as "Annexure -I" and also available on the

Company's website viz. https://midhani-india.in/policies/.

4.5 The performance of MIDHANI with respect to the Return on Investment in comparisonto the previous year is as under: Rs ( in Lakh unless otherwise stated)

Parameters FY 2021-22 FY 2020-21
1. Dividend 5807.57 5208.05
2. Profit After Tax (PAT) 17630.77 16629.15
3. Net Worth* 116093.41 104270.29
4. Dividend/PAT (%) 32.94 31.32
5. PAT/Net Worth (%) 15.19 15.95
6. Dividend/Net Worth (%) 5 5

*Net worth is after considering Dividend for respective periods.

5. TRANSFER TO GENERAL RESERVE:

Your Company has transferred Rs 10300.00 Lakh to

General Reserve for the FY 2021-22.

6. PERFORMANCE AGAINST MoU:

For the FY 2021-22 MIDHANI's MoU performance is expected to qualify for an overall‘Good' rating however the same is subject to evaluation and confirmation byDepartment of Public Enterprises (DPE).

7. MODERNISATION EXPANSION & UPGRADATION PROGRAM OF THE COMPANY:

7.1 The aim of modernization expansion and upgradation program of the Company is toenhance the competitiveness of Company's products by replacing legacy technologies withnewer more innovative platforms for increased sales and product growth. The up-gradationand modernization programs of the Company over the last decade contributed towardsstreamlining the rule-based business processes thereby alleviating strain from the humanworkforce for increase in production tonnage capacity and product diversity.

7.2 In public sector customer value translates to public service and with themodernization and upgradation initiatives Company has successfully positioned itself toserve existing and new customers in domestic markets as well as to enter new businessareas of strategic and National importance. The strategy is to apply technologies toworkflows and make processes more dynamic and agile to sustain competitiveness. Capacityenhancement and ramping up of new facilities was the main catalyst in helping your Companyto surpass previous records in physical performance during the financial year underreport.

7.3 Projects related to Modernization Expansion and Upgradation of MIDHANI'sproduction activities successfully commissioned during the year ended on March 31 2022are as under:

Wide Plate Mill: To ensure self-reliance in production of extra wideplates / sheets of special steel and other strategic materials plates armour plates etca Wide Plate Rolling facility was successfully commissioned in 3rd Quarter of FY 2021-22.

Hot Spring coiling machine for Production of Helical Springs: Formanufacturing and supply of Helical Compression Springs for Railway Wagons CoachesLocomotives a Spring Manufacture unit was set up and successfully commissioned.

30T Bogie Hearth Furnace: Replacement of old reheating furnace ofcapacity 30T for heating of billets was setup in Forge shop and the furnace wassuccessfully commissioned in 3rd Quarter of FY 2021-22.

20T Fixed Hearth Furnace: A new fixed hearth furnace of capacity 20T wasset up in Forge shop for re-heating of smaller ingots. The furnace was successfullycommissioned in 3rd Quarter of FY 2021-22.

Encon Furnace Bogie: Revamping of Bogie drive of the furnace wassuccessfully completed in 4th Quarter of FY 2021-22.

Tempering furnace for Wide Plate Mill (WPM): For processing of Armourplates and other special plates Tempering Facility was successfully commissioned in 4thQuarter of FY 2021 - 22.

7.4 Projects related to Modernization Expansion and Upgradation of MIDHANI'sproduction activities which will be commissioned during the current financial year are asunder:

New 20T & 12T Fixed Hearth Furnace for Forge shop: New furnaces ofcapacity 20T & 12T for Re-heating of smaller size billets are being set-up in ForgeShop to replace old fixed hearth reheating furnace for Re-heating of smaller size billets.Major supplies for furnaces has been completed.

New Vacuum Induction Melting Furnace: A new 8T Capacity ‘VacuumInduction Melting' Furnace (VIM) is being set up in Melt Shop-III in addition to existingVIM which remains continuously operational to meet customers requirement. Erection ofequipment has been completed and commissioning is under progress.

300 Kg Vacuum Arc Skull Melting Furnace: For installation of 300 KgSkull Melting Furnace relevant infrastructure has been provided successfully and erectionof equipment is under progress.

Establishment of new 10T VAR facility: It is planned to add one new‘10T Vacuum Arc Re-melting Furnace' (VAR) facility to meet customers' requirement.Civil & structural works auxiliary and electrical facilities are under progress.

7.5 Development of Armour unit at Rohtak: Considering increasing global marketdemand for body armour Vehicle armour Bullet Proof Morcha Bullet Resistant Jackets etcand to cater the needs of domestic market an armour unit of MIDHANI is being set up atRohtak Haryana. Major construction activities of Phase-I & Phase-II has beencompleted. Equipment like Fiber cutting machine Water jet cutting machine Hydraulicballistic press CNT spray machine etc are commissioned. Plant is likely to beoperational during FY 2022-23.

7.6 Aluminum Alloy Plant: ‘Utkarsha Aluminium Dhatu Nigam Limited' (UADNL) isa (50:50) joint venture of MIDHANI and National Aluminium Co. Ltd incorporated to set upHigh end Aluminum Alloy Production plant at Nellore Andhra Pradesh. To establish greenfield project of Aluminum Alloy flat rolled product facility land of 110 Acres isprocured in Nellore. Corporate Office of UADNL has been set-up. Environmental Clearanceand Consent for Establishment have been obtained. The technical consultant have beenappointed.

The technical specification for technology Know-how and equipment supply is underprogress.

8. LABOUR PRODUCTIVITY:

The value added per employee during the year was Rs 86.84 Lakh compared to Rs78.84 Lakh in the previous year.

9. SALES AND OPERATIONAL EFFICIENCY:

Debt collection continued to be a focus area for the FY 2021-22. Trade receivable as"No. of Days Sales" has come down to 130 days as on March 31 2022 as comparedto 173 days as on March 31 2021. High accumulation of Debtors is primarily on account ofthe budgets getting exhausted at customers' end which are primarily GovernmentDepartments / agencies.

10. DEVELOPMENT OF NEW PRODUCTS THROUGH R&D EFFORTS:

10.1 Every successful development of product begins with Research and Development(R&D) however the role of R&D department is more complex than simple innovation.R&D is connected to marketing cost management and other verticals of businessstrategy as Research and development is instrumental in creating new products andup-grading old products. MIDHANI places due importance to R&D.

10.2 An expenditure of Rs 681.79 Lakh has been incurred towards R&D expenses duringFY 2021-22. Apart from overseeing the research and development of new products R&DDepartment in MIDHANI is also responsible for planning team management deployment oftechnical infrastructure and manpower to support specific processes.

10.3 Some of the major R&D initiatives undertaken during the year are as below:

New Product Developments:

PT 1M Seamless Pipes: MIDHANI has successfully developed PT 1MSeamless Pipes for its strategic use in Naval Sector. The PT 1M Seamless Pipes are used tomanufacture deformable semi-finished products like sheets pipes rods etc for itsapplications in sea and fresh water with operating temperatures up to 150oC. The pipeswere earlier imported from Russia. As a strategic material supplier – MIDHANI tookinitiative and successfully developed this material indigenously and it could bemanufactured into seamless pipes for pressure hull application.

Titanium alloys for National Institute of Ocean Technology (NIOT)Project: MIDHANI has successfully indigenously manufactured dummy Spherical PressureHull (SPH) of Dia 2.2 Meters ring for National Institute of Ocean Technology (NIOT) whichis first ever in our country. The main deep sea Titanium SPH components have high sectionthickness (~400mm) beyond the international specifications limiting thickness up to 150mm. MIDHANI took the initiative and indigenously manufactured dummy SPH of Dia 2.2 Metersring for deep sea spherical pressure hull components for Top Hatch primary viewport andsecondary viewports.

Zircalloy tubes for Energy applications: First ever Zircalloy tubeswere successfully forged and supplied by MIDHANI for its use in Energy applications. Forthe first time in MIDHANI an alloy was melted with a melt rate of 1400 Kg/hr in VARfurnace. The alloy being pyrophoric was handled expertly and due precautions were observedduring cooling and machining which resulted in successful development.

Borated Zirconium strip of 1mm x 10mm X 1000mm for Energy applications:Borated Zirconium strip of 1mm x 10mm X 1000mm for use in Energy application was developedby MIDHANI. Borated Zirconium of about 45 mm dia and 50 mm height was compacted and weldedtogether to form an electrode it was then melted in Electron Beam Melting (300 KW)Furnace at high power. The electrode after first melt was cut into four parts crosssectionally and melted thrice for achieving uniform chemistry which was a difficult tasksuccessfully achieved by MIDHANI.

‘Fluid End Component'- MDN 16-5-1 Super Martensitic Stainless Steelfor Oil and Gas Sector:

Demand of ‘Fluid End Component' spares remain at higher end due to its short lifewhich varies from 12 to 60 days; due to erosion in corrosive environment of oil and gasdrilling wells. The demand for this product was met through imports only with indigenousR&D efforts MIDHANI has successfully developed and manufactured this product.

Ferni 36 and Ferni 36 M: Ferni 36 is an Iron-Nickel alloy consistingof 36% Nickel and exhibits very low coefficient of thermal expansion. Ferni 36M is similarto Ferni 36 with modified chemical composition. These alloys were successfullymanufactured and dispatched to customers by MIDHANI which are used in applications wherehigh dimensional stability is required such as precision instruments valves in enginesclocks seismic gauges relays transformers etc.

FerCoNi: FerCoNi is an Iron-Nickel-Cobalt alloy that exhibitscoefficient of thermal expansion similar to glass (both borosilicate & alumina). Thisalloy successfully developed by MIDHANI is used in glass-to-metal hermetic sealingceramic-to-metal sealing power tubes microwave tubes transistors diodes integratedcircuits etc.

SOFTMAG 48B: SOFTMAG 48B is a soft magnetic iron-nickel alloyconsisting of 48% Nickel and exhibits very high magnetic permeability with high saturationlevel. This alloy developed by MIDHANI has typical applications in magnetic shieldingsensors transformers choke watches etc.

13-8 Mo PH Martensitic Steel: 13-8Mo Precipitation Hardening (PH)Martensitic Steel was the first newly developed grade for Oil and Gas sector against anexport order. This alloy was developed and supplied by MIDHANI in a record time of twomonths.

Cobalt free special steel: Cobalt free special steel finds itsapplications in tooling industry for service temperatures upto 350?C. MIDHANI hasindigenously developed 18% Ni cobalt free special steel (MDN T250) on a product scale witha combination of high strength and fracture toughness. The product was developed firsttime and was supplied against an export order.

Manufacturing of 2mm Cold rolled sheet of alloy Superalloy276:Superalloy 276 is a solid solution strengthened Nickel-Molybdenum-Chromium alloy with asmall addition of Tungsten. It is one of the premier corrosion resistance materials forprocess industries. Superalloy 276 has excellent resistance in both oxidizing and reducingenvironments. MIDHANI has successfully developed and manufactured this material as part ofindigenization efforts as the alloy was one of the most imported items among all superalloys.

150 X 1050 X 4500 mm large slab of Superni 625: Alloy 625 is anickel-chromium-molybdenum alloy that is used for its high strength high toughness andexcellent corrosion resistance. The strength of alloy 625 is derived from the stiffeningeffect of molybdenum and niobium on its nickel-chromium matrix. MIDHANI has successfullymanufactured the first ever large size slab measuring 150 X 1050 X 4500 mm.

Manufacturing and Process Technology Development:

Optimization of chemical composition and heat treatment cycle to meet themechanical properties of SNI 80A retainer rings: SNI 80A is Nickel-chromium alloystrengthened by addition of Titanium and Aluminium having good creep strength and highresistance to high temperature oxidation up to 8500c. Since this alloy is meant for hightemperature application the issues of hardness values being on the lower side wereobserved occasionally and was inconsistence. To improve the hardness efforts were made tooptimize the chemical composition and heat treatment parameters to meet the requiredhardness.

Ageing parameters optimization to meet the property requirements of MDN2100for tank ammunition applications: High strength martensitic ageing steel finds itsusage as a sabot in tank ammunition. The material was always imported to meet the defenceneeds of the nation. As part of indigenization efforts MIDHANI manufactured this materialand has optimized the process parameters to meet the property requirements.

Establishment of process parameters for rolling of MDN250 plates using newWide Plate Mill facility:

Large sized MDN250 plates for space applications were being rolled at externalfacilities. MIDHANI has established a new wide plate rolling mill facility and alsoestablished process parameters for rolling of MDN250 plates to meet the requirements ofspace applications.

Artificial Intelligence (AI)

• As part of AI roadmap two projects were initiated in MIDHANI having potentialfor extending to several other areas of MIDHANI's operations viz. process optimization ofSpecial alloys; Alloy design and development through AI. A data-driven optimizationtechnique through evolutionary algorithms Neural Networks has been used for processoptimization of Special Steel. Multiple process parameters of a vacuum melting furnacewere processed through a data model and the Algorithm has provided a tradeoff amongcritical parameters and improvement in melt duration.

• MIDHANI established a framework for new alloy design with the help of AI. Thepreliminary studies were conducted around the composition of a tool steel. The targetedapplication was focused to achieve low thermal expansion coefficient with considerablestrength of the steel using Machine Learning approach. This framework is potentiallyusable for other alloy systems such as Super alloys and Titanium alloys with respect tospecific applications.

11. INTELLECTUAL PROPERTY:

11.1 New products were developed to capture the emerging demand of the market.Remarkable progress in R&D activities were achieved which are reflected in the form ofexpansion of Intellectual properties assets of the company. The products manufactured byMIDHANI are unique in nature and to prevent infringement Intellectual Property (IPRs)Rights application were encouraged.

11.2 In total 11 No's of patents has been filed and 5 No's of patents were granted toMIDHANI. During FY 2021-22 MIDHANI has filed 16 IPR applications including 5Trademarks related to Armor products.

11.3 To create awareness on IPR trainings were conducted by R&D team inassociation with Training and Development department. These sessions were conductedphysically and through online mode. The IPR awareness drives for vendors were alsoconducted. The study material recorded video links and other useful resources w.r.t IPRwere shared with MIDHANI's registered vendors.

12. ENERGY CONSERVATION:

12.1 Efforts in the direction of Energy Conservation has continued during the yearunder report. MIDHANI is committed to developing building and promoting sustainableenergy solutions. Due importance has been given to energy conservation measures atMIDHANI.

12.2 MIDHANI has set up a Solar Plant and entered into open access agreement withTSSPDCL & TSTRANSCO to avail the 4 MW solar power plant generated energy. The solarpower plant had generated solar energy valued at Rs 303.00 Lakh for FY 2021-22.

12.3 During the year under report there was an increase in specific consumption of LPGand electricity due to the ongoing project particularly the Wide Plate Mill and the newVIM 8T Furnace. The summary of consumption of Electricity and LPG for the FY 2021-22vis-?-vis FY 2020-21 are as below:

The summary of consumption of LPG:

Description Unit FY 2021-22 FY 2020-21
Annual consumption of LPG MT 5473.53 4045.62
Specific consumption of LPG in Production MT (LPG)/ MT (Prod.) 0.18 0.16

The summary of consumption of Electricity:

Description Unit FY 2021-22 FY 2020-21
Annual consumption of Electricity KWHr (in Crore) 5.40 3.88
Specific consumption of Electricity in Production Kwh/T 1762.89 1272.29

13. MARKETING & BUSINESS DEVELOPMENT:

13.1 During the year under review MIDHANI booked orders worth of Rs 81691.00 Lakh.The order book position as on

April 1 2022 stood at Rs 131700 Lakh. With the current order book and consideringthe future orders in pipeline your Company looks forward to steady growth in the upcomingyears. The sector wise order booked during FY 2021-22 are as under:

Sector Total value of orders (K Lakh)
Defence 55440
Space 7020
Energy 7570
Others 11661
Total 81691

13.2 Sector-wise Performance: The total orders executed during the year underreview were Rs 85949.02 Lakh and the sector wise sales executed is as below:

Sector Total value of supplies (K Lakh)
Defence 18442.68
Space 38728.16
Energy 1143.53
Others 27634.65
Total 85949.02

13.3 Business Development:

As part of its growth strategy MIDHANI has invested in new facilities like Armour unitat Rohtak Haryana and a new Wide plate cum sheet mill to tap other industries outsideDefence in particular railways inland security oil and gas pipelines and the powersector. This would be a step towards ‘Aatma Nirbhar Bharat Abhiyaan' of Government ofIndia which aims to produce goods indigenously and provide import substitute of advancedmaterials. The efforts of business development in the following sectors are explained:

Aerospace: MIDHANI has collaborated with various Start-ups MSMEscomponent manufacturers and Original Equipment Manufacturers (OEM) to supply variousgrades of aeronautical materials. MIDHANI has supported organisations in aerospace sectorby supplying quantities much lesser than Mininum Order Quantity (MoQ) for facilitatingapprovals. Discussions are in advanced stages with various global OEMs for qualificationof materials processes and Technology transfer through Defence offset. During FY2021-22MIDHANI has developed ten new customers in aerospace sector and indigenized six differentgrades of materials.

Armour: MIDHANI has supplied the lightest body armour produced underTransfer of Technology (ToT) with/ from BARC and other inhouse designed armouring productssuch as up-armoured vehicles Bullet Resistant Jackets to Itanagar Police GreyhoundsTelangana Police Assam police Ordnance factories Arunachal Pradesh Police IndianAirforce J&K police etc.

Railways Oil & Gas: MIDHANI discussed with Railway Board members forsupply of high-quality steel plates and spring for LHB coaches and wagons and has obtainedfew development orders. The same was produced in the new Springs facility and supplied.More orders are in the pipeline. MIDHANI has demonstrated manufacturing of Nickel alloyplates for the Oil & Gas industry and is in talks with the project partners fororders. Few customers are ready to sign long term contracts. In upcoming years Oil andGas sector is going to play a major role in MIDHANI's progress.

Exports: Exports has been one of the key areas identified for business.Several discussions and meetings with many Defence attache's of countries have yieldedenquiries and orders. MIDHANI achieved highest export sales of Rs 8702.16 Lakh during FY2021-22 registering y-o-y growth of 348%. MIDHANI has developed few new tailor-made alloysfor exports.

13.4 Information Technology (IT):

• Efforts to strengthen Cyber Security framework continued during the year underreview. To further strengthen cyber security posture MIDHANI upgraded its ITInfrastructure in terms of Networks Endpoints and additional Desktop PCs etc. MIDHANIhas NIC based e-mail accounts which are secured by ‘KAVACH' a ‘Two Factor'security authentication for NIC based corporate mail accounts. IT Department has completedDigital Signature integration to E-office application for secure document movement andapprovals.

• Vulnerability Assessment and Penetration Testing (VAPT) Audit by CERT-Inimpaneled auditor was completed for the IT Infrastructure and Website. Intranet setup withE-office ERP Mails has been extended to new production facility of MIDHANI at RohtakHaryana. Separate ERP organization setup including all the modules i.e. ProductionMarketing Finance Human Resource Taxation and Stores was also implemented for RohtakPlant.

• During the year under report QR Code for B2C Invoices with Java based utilitywas developed in-house to integrate QR generation with ERP and integration to invoicefacility. This has helped MIDHANI be compliant with B2C QR invoices as per Ministryguidelines

• Successfully installed ‘Big Blue Button' an advanced open-source webconferencing and online teaching and learning platform in MIDHANI's Intranet system withreal time sharing of audio video slides white boards chat and screen to provide freeand effective platform for web conferencing.

14. EXHIBITIONS/SEMINARS FOR PROMOTION OF COMPANY PRODUCTS/BRAND:

As part of ‘Azadi ka Amrit Mahotsav' MIDHANI held an exhibition for the generalpublic from 13th to 19th December 2021 to show case various products being manufacturedby MIDHANI. The exhibition received an over-whelming response and was a grand success witha footfall of 20000+ visitors recorded in Hyderabad and 5000+ recorded in Rohtak. Dr.(Smt.) Tamilisai Soundararajan Hon'ble Governor - Telangana addressed the valedictoryfunction of the exhibition and appreciated the role played by MIDHANI in serving thestrategic sectors of the country.

15. QUALITY MANAGEMENT ACTIVITIES:

15.1 The Quality Management Systems in MIDHANI have been approved by DirectorateGeneral of Aeronautical Quality Assurance (DGAQA) in accordance with AFQMS-2018 standardwith validity up to June 30 2023.

15.2 Quality Management Systems of ‘Aeronautical Materials Testing Laboratory'(AMTL) operated by MIDHANI have been approved by Directorate General of AeronauticalQuality Assurance (DGAQA) in accordance with AFQMS-2018 standard during October 2021 withvalidity up to June 30 2024.

15.3 Certificate of accreditation from National Accredited Board for TestingLaboratories (NABL) in accordance with standard ISO/IEC 17025:2017 for Chemical andMechanical testing laboratories has been renewed in the month of March 2022 with validityup to December 1 2022.

15.4 Certification of Quality Management Systems of MIDHANI for compliance withAS9100:2016 and ISO 9001:2015 has been renewed during the month of December 2021 withvalidity up to May 15 2024.

15.5 Quality Month - 2021 program on the theme "Sustainably Improving OurProducts People and Planet" was organized by Quality Management Department ofMIDHANI in the month of November 2021.

16. SUPPLY CHAIN MANAGEMENT PERFORMANCE:

16.1 Micro and Small Enterprises (MSEs) Vendor Meet: A Vendor Developmentwebinar was organized with MSE vendors on the occasion of "Commonwealth of 75 yearsof India's Independence" on April 15 2021 to encourage MSEs and startupsparticipation. To encourage MSEs participation during the meet MSEs were appraised aboutthe opportunities available and benefits extended to MSEs by MIDHANI and they were alsoappraised about the items specifically to be procured from them.

16.2 Vendor Meet: MIDHANI organized ‘Vendor Meet' on October 30 2021 tointeract with the vendors and to showcase the recent developments product profiles ofMIDHANI and to also understand the issues if any being faced by vendors to improve theprocess.

16.3 Encouragement to Micro and Small-Scale Industries:

MIDHANI continues to encourage MSE units by regularly sourcing various goods andservices from them. Percentage value of goods/services procured from MSE units stood at37% of total domestic value procurement during FY 2021-22.

16.4 Integrity Pact (IP): To ensure transparency and integrity of all thecontracts MIDHANI signs "Integrity Pact" with respective bidders in allprocurement indents of high value contracts. At present Shri Anand Deep IRS (Retd.) andShri P. Mallikarjuna Rao IFS (Retd.) are holding the position of Independent ExternalMonitors (IEMs) of MIDHANI. About 85% of the total value of Contracts / Purchase Orderswere covered under IP during FY 2021-22.

16.5 E-Procurement: To bring higher transparency in procurement MIDHANI hasmaximized procurement through e-procurement process. During FY 2021-22 about 98% of totalprocurement value other than exempted category were done through e- procurement mode.

16.6 Government e-Market Place (GeM): MIDHANI is maximizing its procurementthrough GeM. During the FY 2021-22 MIDHANI released Purchase Orders for procurement ofGoods and services of value of Rs 2660.00 Lakh through GeM vis-?-vis procurement value ofRs 78.80 Lakh during the FY 2020-21 which is more than three fold increase.

17. RISK MANAGEMENT:

MIDHANI has a Board approved Risk Management Policy and the Risks associated withvarious processes in MIDHANI were discussed in the Internal Production

Review Meetings and Corporate Management Committee Meetings from time to time. A RiskManagement Committee in terms of Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements Regulations 2015 (SEBI Listing Regulations) has also been constituted. Theidentification of the risk elements faced by the Company is listed out in ManagementDiscussion and Analysis which forms part of this Annual Report.

18. HUMAN RESOURCE DEVELOPMENT:

18.1. MIDHANI continues to aim at building a motivated committed and satisfied workforce to achieve its organizational goals. HR Management has transformed to a strategicfunction from that of a conventional support function. MIDHANI recognizes Human Resourceas its most important asset that could be a major differentiator in the face ofcompetition.

18.2.Aligning Talent Management initiatives with Technology is extremely important forrapid growth of the Company. Keeping in view the current trends several HR Policies suchas Promotion Policies Post-Retirement Benefits Schemes Recruitment Schemes etc. wereamended/ introduced to stay abreast with requirement of employees and Company.

18.3.The employees are highly skilled and self-motivated individuals. One of the majorchallenges before the Company is to periodically up-grade knowledge and skills of itsworkforce by means of training and development modules. Special emphasis was given for thedevelopment of SC ST OBC and PWDs among employees.

18.4.Manpower Position: The manpower strength of MIDHANI as on March 31 2022stands at 486 Non-executives

36 Non-Unionized Supervisors and 248 Executives compared with 470 Non-executives 41Non-Unionized Supervisors and 250 Executives as on March 31 2021.

18.5. The total manpower strength under permanent category of your Company as on March31 2022 is as under:

Particulars Non-Executives Non-Unionized Supervisors Executives Total
Male 442 34 219 695
Female 44 2 29 75
Total 486 36 248 770

Statement showing the representation of SC/ST/OBC/PH and their recruitment etc. isenclosed as ‘Annexure - II'

Note: Excluding Directors

Representation of SC/ST/OBC among Non-Executives:

SC ST OBC Others Total
88 46 207 145 486

18.6. Employee Welfare Initiatives: The various employee welfare initiative takenduring the FY 2021-22 are as below:

Better work-life Balance:- As an employee welfare measure and for betterwork-life balance management declared second Saturday of every month as Holiday w.e.f.July 2021.

Encouraging Small Family Norms: In order to encourage employees to optfor small family Management as a policy allows casual leave for employees who undergosterilization operation varying from 6 to 14 days based on the type of sterilizationoperation.

Social obligations / welfare programs: Monetary awards were presented tomeritorious students/ children of our employees belonging to SC ST and OBC categories @Rs 1000/- per child in each category who scored highest percentage of marks and @ H500/-each to all the students of above categories who scored 75% and above marks in 10thstandard Board examination or equivalent held in March/ April. As per the Company schemea scholarship for children of employees for pursuing graduation in MetallurgicalEngineering has been granted @ Rs 1000/-p.m. till completion of the course.MIDHANI Employees' Family Benefit Scheme 2021 was also introduced during the year underreport.

School Activities: Brahm Prakash D A V School is managed by the Companyfor the benefit of children of MIDHANI employees. A lot of emphasis is laid on all rounddevelopment of the child including extracurricular activities such as Sports GamesScouts and Guides etc. Reimbursement @ Rs 500/- per child

per month was made by the Company every month (max. 2 children) for the childrenstudying in BPDAV. In case of any increase in tuition fee by school authorities in futureover and above the existing fee the same will be borne 50% by the workmen and 50% by theManagement.

Township: MIDHANI continues to discharge its social obligations bymaintaining a township consisting of 87 quarters to cater to the housing needs of theemployees working in essential services of the Company.

18.7. Women Empowerment:

• MIDHANI encourages its women employees to strengthen their technical skills andoverall grooming. Management nominates women employees for in-house as well as externaltraining programs.

• MIDHANI is extending all facilities as per the statutes for the welfare of thewomen employees. Women employees of MIDHANI belonging to Executive and Non-Executive cadreare spread out throughout various departments of Company. There are a total of 75 womenemployees collectively working on par with men towards achieving the Company goals.

• MIDHANI celebrates International Women's Day program on March 8 2022 everyyear. International Women's Day on March 8 2022 was celebrated on the theme "Breakthe Bias". As part of this program MIDHANI conducted interactive session for womenemployees where they discussed improvements in women welfare measures. Women employees ofall age groups actively participated in the program.

18.8.Industrial relations: The industrial relations continued to be peaceful andcordial during the year under report. The management continues to receive maximum supportand cooperation from the employees as in the past.

18.9.Environment management: MIDHANI continued its efforts to maintain and promoteecological balance in and around factory premises by developing and maintaining extensiveplantation. A thick canopy of greenery with thousands of plants of more than 200 speciesconstitutes the green belt in and around MIDHANI. This not only controls air / dustpollution but also provide habitat to birds of different species.

19. DIRECTORS EMPLOYEES AND RELATED DISCLOSURES:

In accordance with Ministry of Corporate Affairs notification no. GSR 463(E) dated June05 2015 Government Companies are exempt from provisions of Section 197 of the CompaniesAct 2013 and rules thereof.

20. TRAINING & DEVELOPMENT:

20.1 During the year under report Training & Development Department achieved1236-man days training as against 1362 man in the previous year. Such shortfall was due tothe ongoing COVID-19 pandemic due to which only limited physical training programs couldbe held. 1236-man days of training programs were arranged for 284 Executives (includingNon-Unionized Supervisors) 486 Non-Executives and 1145 contract workmen including FixedTerm Contract employees.

20.2Under the industry - Academia - interface program two Plant visits were organizedduring the year and among one of them was the Instructional visit of Indian Army Officersin rank of ‘Major' pursuing Advance Mechanical Engineering (PT-II) course at Facultyof Electrical and Mechanical Engineering (FEME) under Military College of Electronics andMechanical engineering (MCEME) Secunderabad.

20.3 In line with the directions of Chief Vigilance Commission and AdministrativeMinistry two week in-house ‘Mid-Career Training Program' (MCTP) including two daysmodule on Preventive Vigilance and one day Field visit was organized by MIDHANI for 32Middle level Managers in a single batch. The objective was to help middle level managersto become more confident about their roles and responsibilities to gain acquaintancewhich shall help them to become better executives in the decision making process.

21. STATUTORY & SOCIAL OBLIGATIONS:

21.1 CORPORATE SOCIAL RESPONSIBILITY:

• The Corporate Social Responsibility and Sustainable Development Policy ofMIDHANI in line with the Companies Act 2013 was approved by the Board of MIDHANI. Thepolicy is available at https://midhani-india.in/policies/ .

• For the year under review MIDHANI has incurred its highest ever expenditure ofRs 481.46 Lakh for CSR activities against the mandatory requirement of Rs 452.38.Lakh. Thus the cumulative CSR expenditure incurred by MIDHANI over the years has crossedRs 3320.65 Lakh.

• An annual report on the CSR activities of the Company as mandated under theCompanies (Corporate Social Responsibility Policy) Rules 2014 is available athttps://midhani-india.in/csr/ and enclosed as Annexure - III. The composition ofCorporate Social Responsibility and Sustainable Development Committee of MIDHANI isprovided in "Report on Corporate Governance" which forms part of this AnnualReport.

• The projects taken up for CSR activities by your Company during the year underreport fall under below mentioned areas:

(i) Promotion of Health Care and Sanitation;
(ii) Promotion of Education;
(iii) Skill Development; and
(iv) Others

(i) Promotion of Health Care and Sanitation: (a) Promotion of Health care:

i) ‘MIDHANI Primary Health Care Centre' was set up through ‘MIDHANI PrimaryHealth Care Trust' to cater to the medical needs of the public living in and aroundMIDHANI's corporate office. An amount of Rs 116.81 Lakh was spent towards equipmentpurchase.

ii) Basic checkup and medicines are provided at free of cost to the patients at MIDHANIPrimary Health Care Centre. Expenditure incurred in hiring of Doctor and Medicines was Rs42.24 Lakh.

iii) Sponsored Oxygen Generator Plant and shed to Osmania General Hospital at anexpenditure of Rs 87 Lakh.

(b) Annual maintenance of Toilets constructed by MIDHANI under Swachh Bharat: AnnualMaintenance of Toilets constructed by MIDHANI:

i) Location: Public Toilet constructed around MIDHANI. ii) Total Project Expenditure:Rs 1.75 Lakh. iii) No of beneficiaries: 100-150 per day.

(ii) Promotion of Education:

(a) Children belonging to SC/ST category whose parents fall in lower income group arebeing given admission in to LKG and the entire fee shall be borne by MIDHANI till theycomplete 10th Class. This year Company has sponsored for 8 (eight) such children.

(b) Sponsored Dual Desks to various Government Schools of Kothagudem (AspirationalDist) at an expenditure of Rs 59.80 Lakh.

(iii) Skill Development:

(a) Every year MIDHANI is inducting more than 10% apprentices to help students haveexposure to the real time environment and gain knowledge from the experiencedprofessionals. As part of the stipend paid to the apprentices an amount of Rs 88.38 Lakhis accounted under CSR as per the guidelines.

(b) Contributed Rs 40 lakh to Coimbatore

Innovation and Business Incubator as advised by Ministry of Defence for promotion ofInnovations for Defence Excellence (iDEX) an initiative of the Government of Indialaunched by the Hon'ble PM.

• Actual Expenditure incurred in FY 2021-22 is Rs 48146165/- which includesprevious years unspent amount of Rs 4111000/- against mandatory expenditure of Rs41127000/- hence MIDHANI has incurred excess expenditure of Rs 2908165. The

Board of MIDHANI has accorded its approval to set-off Rs 2900000 such excess CSRexpenditure in compliance with the conditions stipulated under Rule 7(3) of the Companies(CSR Policy) Rules 2014.

21.2 DISCLOSURE UNDER SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

• Your Company has always provided a safe and harassment free workplace for everyindividual working in the company and for women in particular. There is an InternalComplaints Committee (ICC) which is responsible for redressal of complaints related tosexual harassment and follows the guidelines provided in the policy.

• During the year under review the Internal Complaints Committee (ICC) did notreceive any complaint pertaining to sexual harassment and no such complaint are pending atthe end of FY 2021-22.

21.3 CONTRIBUTION TO EXCHEQUER:

During FY 2021-22 your Company contributed an amount of Rs 22363.05 Lakh in the formof Dividend Duties and Taxes vis-?-vis Rs 18953.18 Lakh during previous financial year.

21.4 COPY OF ANNUL RETURN:

The Annual Return as provided under sub-section (3) of Section 92 of The Companies Act2013 is available at website of the Company viz. https://midhani-india.in/ annual-return/

21.5 REPORT ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

The Report on conservation of Energy Technology Absorption and foreign exchangeearnings and outgo is enclosed at Annexure – IV

21.6 BUSINESS RESPONSIBILITY REPORT:

As stipulated under the Regulation 34 of SEBI Listing Regulations the BusinessResponsibility Report describing the initiatives taken by the Company from anenvironmental social and governance perspective is attached as a part of the AnnualReport as Annexure- V

21.7 IMPLEMENTATION OF RIGHT TO INFORMATION (RTI) ACT 2005:

MIDHANI being a Public Authority under RTI Act 2005 is discharging its obligationthereof. MIDHANI is furnishing information sought by the citizens of India within thestipulated time. MIDHANI has also fulfilled its obligation of Suo Motu disclosures underSection 4 of RTI Act 2005 by displaying information on its official website.

21.8 RAJBHASHA IMPLEMENTATION:

• As per Government of India directives the Official Language Act 1963 theOfficial Language Rules 1976 made there under and the orders issued by Government of Indiafrom time to time for promoting the use of Hindi for Official purpose was complied byMIDHANI without deviation. The quarterly meetings of Official Language ImplementationCommittee were held under the Chairmanship of Chairman & Managing Director of theCompany during the year under report.

• MIDHANI continues to encourage usage of Hindi as the Official Language and inorder to encourage daily usage of official language to carry out day-today official workSeven (7) nos. of Hindi Awareness Workshops were organized for the employees during theyear under report. Prabodh Praveen Pragya and Parangat Hindi training courses were alsoconducted for the employees during the year under report. In-house Half yearly HindiMagazine ‘Sankalp' for the period of April 21 to September 21 and October 21 to March22 was also published by MIDHANI.

21.9 RELATED PARTY TRANSACTION:

• Disclosure of related party transactions as per Ind AS-24 issued by theInstitute of Chartered Accountants of India is provided at note no. 40 of the Notesforming part of Annual Accounts for FY 2021-22.

• All contracts /arrangements /transactions entered into by the Company withrelated parties during the year under review were in ordinary course of business of theCompany and on arms' length terms. The related party transactions were placed before theAudit Committee/Board for review and/or approval.

• During the year the Company did not enter into any contract /arrangement/transaction with related party which could be considered material in accordance with theCompany's ‘Policy on Materiality of and dealing with Related Party Transactions' andaccordingly the disclosure of related party transactions in Form AOC-2 is not applicable.The aforesaid Policy is available on the Company's website viz.https://midhani-india.in/policies/

22. VIGILANCE ACTIVITIES:

22.1 The company's Vigilance department is headed by a Chief Vigilance Officer (CVO).At present Dr. Upender Vennam an IPoS officer heads company's vigilance set up as CVO.He acts as an advisor to the Chairman & Managing Director (C&MD) in all matterspertaining to vigilance. He also provides a link between organization and the CentralVigilance Commission (CVC).

22.2 Preventive Vigilance has been the thrust area of the Vigilance department and thesame received focused concentration during the current year which includes simplificationand standardization of rules and procedures to eliminate discretion and arbitrariness.Three structured meetings between C&MD and CVO during FY 2021-22 were held apart fromthe regular activities of Vigilance. Systemic improvements and good practices in the areasof Human Resources Procurement/Contracts are regularly suggested by the Vigilancedepartment.

22.3 Vigilance setup in MIDHANI has been continuously endeavoring to bring in thetransparency fairness and ethicality in all transactions and processes of the Companythrough creating a sense of awareness campaign and training program. Vigilance AwarenessWeek – 2021 was observed from 26th October to 01st November 2021 focusing on CVCtheme of "Independent India @ 75: Self Reliance with Integrity".

22.4 The 9th issue of MIDHANI in-house vigilance magazine "JAGRUTI" coveringthe messages articles case studies etc. was published and made available to all theemployees.

23. VIGIL MECHANISM:

23.1 The Whistle Blower Policy was initially adopted by the Board of Directors at its206th Meeting held on January 23 2013. The same was subsequently amended as WhistleBlower Policy – 2018 in line with Public Interest Disclosure and Protection ofInformers Resolution 2004 (PIDPI) which envisages a mechanism by which a complainant canblow a whistle by lodging a complaint and also seek protection against his victimizationfor doing so.

23.2 The Company encourages reporting of unfair unethical activities if any in theCompany from the employees. The Audit Committee reviews the functioning of the vigilmechanism and whistle blower compliant if any periodically.

23.3 Whistle Blower Policy – 2018 works as Vigil Mechanism of MIDHANI and aims atproviding the stakeholders of MIDHANI ways and means to report issues that might impactMIDHANI as an organization. The Whistle Blower Policy of MIDHANI is available on theCompany's website viz.https://midhani-india.in/department_vigilance/role-functions-of-vigilance-department/

24. AWARDS AND RECOGNITION:

24.1 MIDHANI was conferred with "Best Development Program Public Sector for MiddleLevel Management" from National Awards for Excellence in Training & Developmentat the 7th Edition World HRD Congress on August 27 2021 at Taj Lands End Mumbai.

24.2 Dr. Sanjay Kumar Jha Chairman & Managing Director received the"Telangana State Intellectual Property Award" for the Best IP Portfolio in thePSU category by Confederation of Indian Industry (CII) and Telangana State Global Linkerfrom Shri K.T. Rama Rao Hon'ble Minister for Industries MA & UD IT E&C Govt.of Telangana.

24.3 MIDHANI was honored with "Best Performance Award" by The IndianInstitute of Metals under category II "Secondary Processing" in an online awardceremony.

24.4 MIDHANI's Training & Development department was conferred with an award"Best Training & Development Programme Award" by "TransformanceForum" at 2nd Edition of "L&D Vision and Innovation Summit Awards 2022"for its Mid-Career Training Programme (Batch I II&III) held on February 24 2022 atMumbai.

24.5 In the Hindi Diwas function organized by the Department of Official language(DOL) Ministry of Home Affairs (MHA) Dr. B. Balaji Deputy Manager Hindi Cell &Corporate Communicaton MIDHANI was honored with "Rajbhasha Gaurav Puraskar" forTechnical Article in Hindi "Armouring Ke Utpadan Men Agrani MIDHANI" under theNon-Hindi speaking Region for the year 2020-21.

25. COMPANY PERFORMANCE AND FUTURE OUTLOOK:

A detailed analysis and insights into the financial performance and operations of yourCompany for the year under review and future outlook is appearing in

Management Discussion and Analysis which forms part of this Annual Report.

26. CORPORATE GOVERNANCE:

26.1 The basic principles and philosophy of Corporate Governance is followed in letterand spirit in every aspect of Company's decision making in tune with the contemporarydemand for good Corporate Governance and adherence to guidelines issued by Department ofPublic Enterprises from time to time. A Code of Business Conduct and Ethics applicable toall Board Members and Senior Management has been implemented in the Company. Theadherence to the code is confirmed by respective members on an annual basis. A certificateto this effect by Chairman and Managing Director forms part of the Annual Report at Annexure– VI.

26.2 A detailed report on Corporate Governance forms part of this Annual Report.Certificate for adherence to the guidelines issued by DPE and SEBI Listing Regulations inthis regard duly signed by a practicing Company Secretary is also made a part of theAnnual Report at

Annexure – VII.

26.3 In accordance with Revised Grading norms for CPSEs in the matter of compliance ofGuidelines on Corporate Governance issued by DPE your Company has scored 100% for the FY2021-22.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

27.1 MIDHANI has established a framework for internal controls commensurate with thesize and nature of its operations. The internal control system is supplemented by anextensive program of internal audits and their reviews by the management. The in-houseinternal audit function supported by professional external audit firms conductcomprehensive risk focused audits and evaluate the effectiveness of the internal controlstructure and functions on a regular basis.

27.2 The Company has laid down internal financial controls as detailed in the CompaniesAct 2013. These have been established across the levels and are designed to ensurecompliance to internal control requirements regulatory compliance and appropriaterecording of financial and operational information.

27.3 External Audit firm Eswar & Co. were engaged to carry out Internal Auditduring the year under report to ensure adequacy of systems and controls. Their reportsthereon were further reviewed by the Audit Committee/Board. In addition the In-houseInternal Audit team also regularly carries out audits of specific processes. InternalAudit Reports along with corrective actions initiated are discussed with the Managementand were reviewed by the Audit Committee/Board. The Audit Committee/Board also reviews theadequacy and effectiveness of internal controls.

27.4 There were no instances of fraud reported to the Audit Committee/Board by theAuditors pursuant to Section 143(12) of the Companies Act 2013 and rules made thereunder.Hence no disclosure under Section 134(3)(ca) is made.

28. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

28.1 The Board of your Company at the beginning of the FY 2021-22 comprised of Three(3) Directors i.e. Two (2) Functional Directors One (1) Government Nominee Director alleminent personalities with vast experience from diverse fields.

28.2As on date of this Report the Company has Six (6) Directors i.e. Three (3)Functional Directors One (1) Govt. Nominee Director and Two (2) Independent Directors.

28.3 During the year under review the following changes in composition of Board ofDirectors were observed:

• Administrative Ministry i.e. Ministry of Defence vide letter No.11(70)/2021/Misc.D(NS) dated December 24 2021 appointed Shri Valluri Chakrapani(DIN:00867270) as Independent Director on the Board of Mishra Dhatu Nigam Limited w.e.f.December 24 2021 for a period of three (3) years i.e. till December 23 2024 or untilfurther orders by Ministry of Defence whichever is earlier.

• Administrative Ministry i.e. Ministry of Defence vide letter No.11(70)/2021/Misc./D(NS) dated March 25 2022 appointed Smt. Vallikkat Thanayankizhil Rema(DIN: 09561611) as Woman Independent Director on the Board of Mishra Dhatu Nigam Limitedfor a period of 3 years commencing w.e.f. April 5 2022 till April 4 2025 or untilfurther order by Ministry of Defence whichever is earlier.

• The Members of Company have accorded their approval by way of Special Resolutionon June 30 2022 through Postal ballot process for appointment of Smt. VallikkatThanayankizhil Rema as Independent

Director of the Company pursuant to Regulation 17(1C) & 25(2A) of SEBI ListingRegulations.

• Administrative Ministry vide letter no : 2(13)/2015/MDN/ D(NS-I) dated May 272022 entrusted the additional charge for the post of Director (P&M) to Cmde SiddharthMishra C&MD Bharat Dynamics Limited (BDL) for a period of 06 months w.e.f May 112022. However the charge was not assumed.

• Administrative Ministry i.e. Ministry of Defence vide letter No.5/1(1)/2020/D(NS) dated June 9 2022 appointed Shri Thulasiraman Muthukumar (DIN:09636771) as Director (Production & Marketing) in pay scale of Rs 160000 –290000 (IDA) on the Board of Mishra Dhatu Nigam Limited for a period commencing fromdate of his assumption of charge of post till June 30 2025 or until further orders byMinsitry of Defence whichever is earlier. Shri Thulasiraman Muthukumar assumed charge ofpost of Director (Production & Marketing) w.e.f. June 23 2022.

• The Members of Company have accorded their approval by way of OrdinaryResolution on August 03 2022 through Postal ballot process for appointment of ShriThulasiraman Muthukumar as Director (Production & Marketing) of the Company pursuantto Regulation 17(1C) of SEBI Listing Regulations.

28.4 In accordance with provisions of the Companies Act 2013 Shri Gowri Sankara RaoNaramsetti Director (Finance) (DIN: 08925899) retires by rotation at the ensuing AnnualGeneral Meeting (AGM) and being eligible has offered himself for re-appointment.

28.5 Brief resume nature of expertise details of directorship held in othercompanies of the Director(s) proposed to be appointed / re-appointed at the ensuing AGMalong with their shareholding in the Company as stipulated under Secretarial Standard-2and Regulation 36 of the SEBI Listing Regulations is provided in the Notice of the 48thAGM.

28.6 Performance Evaluation: The Company is a Government Company and IndependentDirectors are appointed / reappointed by the President of India through AdministrativeMinistry. The evaluation of the performance of the Independent Directors and theirfulfillment of Independence criteria as specified in the SEBI Listing Regulations arebeing carried out by the Government of India as per its own processes. However due to thevacant position of Independent Directors on Board of MIDHANI no meetings of IndependentDirectors could be held to review the performance of the Board during FY 2021-22.

29. REMUNERATION POLICY:

29.1 MIDHANI is a Government of India owned Public Sector Enterprise underadministrative control of Ministry of Defence. Directors of the Company are presidentialappointees and their remuneration is fixed in accordance with the DPE Guidelines. As perArticle 67 of the Articles of Association of MIDHANI the President of India will appointDirectors and determine their remuneration. Since the Board level appointments are made bythe President of India the evaluation of performance of such appointees is also done bythe Government of India.

29.2 The terms and condition of payment of sitting fees to Independent Directors andGovt. Nominee Director is available on the Company's website viz.https://midhani-india.in/policies/.

29.3 Further provisions of Section 178(2) (3) and (4) are not applicable on Companyvide Ministry of Corporate Affairs notification dated June 5 2015.

30. DECLARATION AND MEETING OF INDEPENDENT DIRECTORS:

30.1 Independent Directors of the Company have confirmed that they meet the criteria ofIndependence as prescribed under both the Companies Act 2013 and SEBI ListingRegulations. Further Independent Directors have complied with Rule 6 Sub-rule 1 & 2of Companies (Appointment and Qualifications of Directors) Rules 2014.

30.2 The Independent Directors have also confirmed that they have complied with the"Code of Business Conduct and Ethics for Board Members and Senior Management" ofthe Company.

30.3 A separate meeting of Independent Directors in line with provisions of CompaniesAct 2013 could not be held during the year under report due to the post of IndependentDirectors remaining vacant.

31. DIRECTORS' RESPONSIBILITY STATEMENT:

31.1 Pursuant to Section 134(5) of the Companies Act 2013 your Directors state that:a. in the preparation of the Annual Accounts for the financial year ended March 31 2022the applicable Indian Accounting Standards (Ind AS) have been followed along with properexplanations on the material departures;

b. the Directors have such Accounting Policies have been selected and appliedconsistently and judgments and estimate have been made; that were reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year i.e. March 31 2022; and of the Profit of the Company for the yearending on March 31 2022;

c. the Directors have taken proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 as amended from time to time for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the accounts for the financial year ended on March 312022 on a ‘going concern' basis;

e. the Directors have laid down proper internal financial controls in place and thatsuch internal controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

32. AUDITORS:

32.1 Statutory Auditors: C&AG of India appointed M/s Sarath &Associates Chartered Accountants Hyderabad [Firm Registration No. 005120S] as StatutoryAuditors of the Company for conducting audit of accounts for the year ended March 312022. The Auditors Report of Statutory Auditors on the Financial Statements for thefinancial year ended on March 31 2022 is an unmodified opinion i.e. it does not containany qualification reservation or adverse remark.

32.2 Cost Auditor: Your company is required to maintain cost records asspecified by Central Government under section 148(1) of the Companies Act 2013. YourCompany appointed Sandeep Zanwar & Associates Cost Accountants Hyderabad [FirmRegistration No 100283] as Cost Auditors for the FY 2021-22 in terms of Section 148 ofCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014.

32.3 Secretarial Auditor: In terms of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014your Company appointed R&A Associates Hyderabad [Firm Registration No.P1994AP011100]as Secretarial Auditors of the Company for the FY 2021-22. The Secretarial Audit report isplaced at ANNEXURE – VIII along with management reply to the observationstherein.

32.4 Internal Auditor: Your Company engaged Eswar & Co. [Firm RegistrationNo. 007288C] to conduct Internal Audit for the FY 2021-22.

33. COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA:

The comments on the Accounts by the Comptroller and Auditor General of India for theyear ended March 31 2022 and MIDHANI's reply thereto is placed in this report afterStatutory Auditors Report.

34. DISCLOSURES UNDER COMPANIES ACT 2013:

34.1 Borrowings and Debt Servicing: During the year under review your Companyhas met all its obligations towards repayment of principal and interest on loans availed.

34.2 Particulars of loans given investments made guarantees / securities given:The details of investments made and loans/ guarantees/securities given as applicable aregiven in Notes No. 6 7 and 14 of the Annual Financial Statements.

34.3 Board Meetings: During the financial year ended on March 31 2022 theBoard met five (5) times on June 24 2021 August 12 2021 November 9 2021 February 102022 and March 14 2022. For further details of these meetings Members may please refer‘Report on Corporate Governance' which forms part of this Annual Report.

34.4 Board Committees: For details regarding Board Committee's Members mayplease refer ‘Report on Corporate Governance' which forms part of this Annual Report.

34.5Secretarial Standards: Your Directors state that the Secretarial Standardsi.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors' and‘General Meetings' respectively have been duly followed by the Company.

35. GENERAL AFFIRMATIONS AND DISCLOSURES:

35.1 Your Directors state that no disclosure is required in respect of the followingmatters as there were no transactions/events in relation thereto during the year underreview: a) Details relating to deposits covered under Chapter V of the Companies Act2013. b) Issue of equity shares with differential rights as to dividend voting orotherwise. c) Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme of the Company.

35.2 Your Directors further state that:

a) there was no change in the share capital of the Company during the year underreview.

b) no material changes/commitments of the Company have occurred after the end of the FY2021-22 and till the date of this report which affect the financial position of yourCompany.

c) no significant or material orders were passed by the Regulators or Courts orTribunals which impact the ‘going concern' status and Company's operations in future.

d) During the year no corporate insolvency resolution process was initiated under theInsolvency and Bankruptcy Code 2016 either by or against the Company before NationalCompany Law Tribunal or other court(s).

36. ACKNOWLEDGEMENT:

36.1 The Board of Directors are extremely thankful for the continued patronage andgratefully acknowledge the valuable support and assistance received from all Governmentagencies particularly from Ministry of

Defence all establishments under DRDO and other agencies of Central and StateGovernment. Your Directors also place on record sincere thanks to customers vendorsBankers C&AG Statutory /Internal Auditors Chairperson - Audit Committee Chairmanof other sub Committees of the Board Advisers Consultants etc. of the Company for theircontinued support and guidance during the year.

36.2 Your Directors take this opportunity to place on record their deep appreciationfor the valuable contribution made and excellent co-operation rendered by all theemployees.

36.3 Your Directors express their appreciation and gratitude to all theshareholders/investors for the trust and confidence reposed in the Company and lookforward to their continued support to propel the Company to greater heights.

For and on behalf of the Board of Directors
sd/-
Dr. Sanjay Kumar Jha
Chairman & Managing Director
DIN : 07533036
Place: Hyderabad
Date : August 30 2022

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