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Mishra Dhatu Nigam Ltd.

BSE: 541195 Sector: Metals & Mining
NSE: MIDHANI ISIN Code: INE099Z01011
BSE 00:00 | 14 Oct 200.25 1.80
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NSE 00:00 | 14 Oct 200.20 1.95
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OPEN 198.50
PREVIOUS CLOSE 198.45
VOLUME 93097
52-Week high 221.80
52-Week low 172.90
P/E 20.17
Mkt Cap.(Rs cr) 3,751
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 198.50
CLOSE 198.45
VOLUME 93097
52-Week high 221.80
52-Week low 172.90
P/E 20.17
Mkt Cap.(Rs cr) 3,751
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 46th Annual Board's Report onthe performance and achievement of your Company together with the Audited FinancialStatements for the financial year ended on March 31 2020.

SIGNIFICANT ACHIEVEMENTS:

• Achieved highest ever Value of Production (VoP) of

Rs. 97010.91 Lakh for the year FY 2019-20 registering a growth of 19.06% vis--visVoP of

Rs. 81483.22 Lakh achieved for FY 2018-19.

• Achieved highest ever profit before tax (PBT) for FY 2019-20 at Rs. 20208.62Lakh vis--vis PBT of

Rs. 19104.78 Lakh for last financial year registering an increase of 5.78 % and bestever operating profit of Rs. 16564.99 Lakh for the FY 2019-20.

• Highest ever export turnover of Rs. 1042.04 Lakh was recorded during the FY2019-20 vis--vis Rs. 805.32 Lakh last year registering an increase of 29.39%.

• COVID-19 lockdown has affected the final inspection certification and shipmentof materials in the month of March 2020. In spite of this MIDHANI has sustained SalesTurnover of Rs. 71287.57 Lakh for the FY 2019-20 when compared to Rs. 71084.62 Lakh forthe FY 2018-19.

HIGHLIGHTS OF OPERATIONS:

• During the year MIDHANI has dispatched first consignment of Ultra High StrengthSteel and Cobalt alloy " with stringent quality requirements for Prestigious HumanSpace Flight Program of ISRO "Gaganyaan".

• Under "Make in India" initiative MIDHANI has developed "74 kg.Titanium alloy casting for Strategic application" which is first of its kind in thecountry.

• MIDHANI has successfully delivered first of its kind sets of isothermallyforged Titanium Alloy high pressure compressor discs with completely indigenous technologyunder Industry Research Partnership. The Discs are required for use in aerospaceapplication.

• MIDHANI has developed and supplied 1.5 kg. of 0.16 mm Nickel Wire withpurity better than 99.6% which was critically required for manufacture of Oxygensensors pertaining to "Critical Core Ventilator" being produced by BharatElectronics Limited (BEL) for COVID-19 patients. The material was developed and suppliedfor the first time within 96 hours during the lockdown period. MIDHANI's supply has helpedestablish an indigenous source of critical raw material which otherwise had to beimported.

• MIDHANI and National Aluminium Co. Ltd. (NALCO) has incorporated a (50:50) JointVenture Company Utkarsha Aluminium Dhatu Nigam Limited for establishing a manufacturingplant at Nellore Andhra Pradesh under "Make in India" approach of theGovernment of India for manufacture of high end Aluminium Alloy products.

• Under the "Make in India" initiative MIDHANI has successfullydeveloped and supplied to National Aluminium Co. Ltd. (NALCO) Caster Roll Shells whichare shrink fitted on the core and used for casting of Aluminium Strip with nominalthickness of 7 mm.

FINANCIAL HIGHLIGHTS:

Your Company achieved a Sales Turnover of

Rs. 71287.57 Lakh as against Rs. 71084.62 Lakh for the previous year therebyregistering a growth of over 0.29 %. Company earned Profit After Tax (PAT) of

Rs. 15973.38 Lakh vis-a-vis Rs. 13055.69 Lakh in the previous year.

Your Company achieved the following results during FY 2019-20:

(Figures in Rs. Lakh)

Particulars 2019-20 2018-19
Revenue from Operations 71287.57 71084.62
Other Income 3643.63 3689.46
Profit/(loss) before Depreciation Finance Costs Exceptional items and Tax Expense 23411.66 22060.61
Less: Depreciation/ 2611.44 2319.48
Amortization/ Impairment
Profit /(loss) before Finance 20800.22 19741.13
Costs Exceptional items and
Tax Expense
Less: Finance Costs 591.60 636.35
Profit /(loss) before Exceptional items and Tax Expense 20208.62 19104.78
Add/(less): Exceptional items - -
Profit /(loss) before Tax Expense 20208.62 19104.78
Less: Tax Expense (Current & 4235.24 6049.09
Deferred
Profit /(loss) for the year (1) 15973.38 13055.69
Total Comprehensive Income/ (195.33) 48.80
(loss) (2)
Total (1+2) 15778.05 13104.49
Ratios (Percentages)
Profit Before Tax to Capital employed 16.06 18.07
Profit Before Tax to Sales 28.35 26.88
Profit After Tax to Net Worth 16.67 15.64
Profit After Tax to Paid-up 85.26 69.69
Capital
Sales to Capital Employed 56.66 67.24
Sales to Gross Block 131.78 142.34
Per Capita Sales (Rs. in Lakh) 90.70 89.87

DIVIDEND POLICY AND TRANSFER TO GENERAL RESERVE

The Board of Directors of your Company is pleased to recommend a final dividend of Rs.1.56 per equity share of the face value of Rs. 10 each i.e. @15.6% for the financial yearended on March 31 2020 and seek your approval for the same. The proposed final dividendwill be payable to those shareholders whose names appear in the Register of Members as onthe Book Closure / Record Date

Further during the year under review the Board of Directors of the Company in theirmeeting held on March32020hasdeclaredandpaidinterimDividendof

Rs. 1/- per equity share of the face value of Rs. 10/- each i.e. @ 10%. An amount ofRs.. 385.08 Lakh was paid as (Corporate Dividend Distribution Tax) on the aforesaidinterim dividend declared by the Board.

Cumulatively the Board of Directors of your Company has declared / recommended a totalDividend of

Rs. 2.56 per equity shares @ 25.6 % for the year ended March 31 2020 which is highestdividend payout ever. Your Company being a Central Public Sector Enterprise (CPSE)follows the Guidelines on Capital Restructuring issued by Department of Investment andPublic Asset Management (DIPAM) vide F. No. 5/2/2016-Policy dated 27th May2016. The Guidelines state that every CPSE would pay a minimum annual Dividend of 30% ofPAT or 5% of the Net-worth whichever is higher subject to the maximum Dividend permittedunder the extant legal provisions. The Company's dividend distribution policy is enclosedas "Annexure - I" and also available on the Company's website viz.http://midhani-india.in/.

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

S.No Parameters 2019-20 2018-19
1. Dividend 4795.90 4102.75
2. Profit after Tax (PAT) 15973.38 13055.69
3. Net Worth* 92849.19 82056.80
4. Dividend/PAT (%) 30.02 31.42
5. PAT/Net Worth (%) 17.20 15.91
6. Dividend/Net Worth (%) 5.17 5.00

*Net worth is after considering Dividend for respective periods.

General Reserve: Your Company has transferred

Rs. 6500 lakh to General Reserve for the FY 2019-20.

PERFORMANCE AGAINST MoU

For the FY 2019-20 MIDHANI's MoU performance is expected to qualify for an overall "EXCELLENT"rating however the same is subject to evaluation and confirmation by Department ofPublic Enterprises (DPE).

INDIGENIZATION AND IMPORT SUBSTITUTION:

MIDHANI has successfully developed spider casting with stringent Aerospace requirementsfor "Semi Cryo-Engine of Satellite Launch Vehicle".

Three (3) Billet Grinding machines were manufactured indigenously and successfullycommissioned in the 3rd quarter of FY 2019-20 with this the requirementof imported costly equipment has been eliminated.

MODERNISATION EXPANSION & UPGRADATION PROGRAM OF THE COMPANY:

The up-gradation and modernization of the Company over the last decade contributedtowards setting up of additional facilities increase in production tonnage capacity andproduct diversity. The company has successfully positioned itself to serve existing andnew customers in domestic markets as well as entered into new business areas of strategicand national importance. The modernization expansion and up-gradation program of thecompany is based on the following:

• Capacity enhancement to cater to increased demand from existing business.

• Focus on value added products.

• Expansion of testing facilities.

• Lowering cost of operation and shorten the delivery period.

Projects related to Modernization Expansion and Upgradation of MIDHANI's productionactivities during the year ended on March 31 2020 are as under:

Melting areas:

Vacuum Induction Melting Furnace (8T): A Vacuum Induction Melting Furnaceis being addedinMeltareaforCapacityenhancement and for accommodating future demands ofspecial steels and super alloys under "Make in India" Program. Order forequipment has been placed and commissioning is expected in 4th quarter of FY2020-21.

Casting facility: To Manufacture critical casting of Titanium alloys topromote indigenization high capacity casting facility is being set up at MIDHANI.Procurement action has been initiated and the equipment delivery has commenced.Commissioning is expected in 3rd quarter of the FY 2020-21.

Forge/ Heat treatment areas:

25T Manipulator: A new 25T manipulator was added in 6000T forge press forforging of long shafts for special applications. The equipment was successfullycommissioned in 1st quarter of FY 2019-20.

Re-heating Furnaces: Procurement of new additional furnaces for improvedutilization of new forge press and ring rolling facility and for replacement of oldfurnaces that have outlived their life was executed during the year. In total procurementof four (4) LPG fired furnaces of latest technology was initiated and one (1) furnace isexpected to be commissioned in 4th quarter of FY 2020-21 and other three areexpected to be commissioned in the next financial year.

Quality Control area:

Immersion Ultrasonic Test equipment: State of Art Immersion UltrasonicTest equipment was added in Quality control area to evaluate special forgings forAero-Engines in line with stringent aerospace norms. The equipment has been successfullycommissioned in 2nd quarter of FY 2019-20.

Radiography testing equipment: A new radiography testing facility is setup in QCL for value addition to Casting product and to maintain stringent quality normsfor critical applications. The equipment was commissioned in the 3rd quarter ofFY 2019-20.

Downstream area:

Cold Draw Bench: For drawing of hot rolled and forged bars from 40mm to70mm a new Cold Draw Bench is being set up at HRM. This equipment will be used to producebars and tubes of close tolerance as per customer requirement without any metal loss.

The status of other ongoing major projects are as under:

Wide Plate Mill: To ensure self-reliance in production of extra wideplates / sheets of Maraging Steel strategic materials plates armour plates etc. forstrategic customers a Wide Plate Mill facility is being setup. The project is in advancedstage with all major equipment's received. Equipment erection is under progress andtesting and commissioning will commence thereafter.

Tempering furnace for WPM: For processing of armouring plates and otherspecial plates Tempering Furnace is procured. Equipment supply has been completed anderection is under progress.

Development of Armour unit at Rohtak:

Considering increasing global market demand for Body armour Vehicle armouring BulletProof Morcha Bullet Resistant Jackets etc. and to cater the needs of domestic market anew unit of MIDHANI is being set up at Rohtak Haryana. Major construction activities ofPhase-I has been completed. Procurement action has been taken for major line equipmentlike Water Jet Cutting Machine Hydraulic Ballistic Press CNT etc. Procurement ofelectrical and utilities are under progress.

Joint Venture (JV) Company - Utkarsha Aluminum Dhatu Nigam Limited:

Vide Joint Venture Agreement dated August 7 2019 MIDHANI and National Aluminium Co.Ltd. (NALCO) set up a Joint Venture Company Utkarsha Aluminum Dhatu Nigam Limited. The JVCompany was incorporated on 21st August 2019 for establishing a manufacturingplant at Nellore Andhra Pradesh under "Make in India" approach of theGovernment of India for manufacturing of high end Aluminium Alloy products to meet themarket demand in sectors such as Defence Space and National Aluminium Co. Ltd.

Energy apart from meeting the expanding demand of the Aviation and Transportindustries.

JV Company has been allotted around 110 acre of land in Andhra Pradesh and it yet tocommence the commercial operation. The manufacturing plant involves an estimated capitalexpenditure of Rs. 4500 Cr. MIDHANI and NALCO have subscribed 2 Cr. equity sharesof Rs. 10/- each of JV Company (by way of initial share capital and by way of rightsissue).

The statement containing salient features of the financial statement of JV Company isattached with Financial Statements in form AOC-1.

LABOUR PRODUCTIVITY:

The value added per employee during the year was

Rs. 75.51 Lakh compared to Rs. 66 Lakh in the previous year.

SALES AND OPERATIONAL EFFICIENCY:

Debt collection continued to be a focus area for the FY 2019-20 and Trade receivable as"No. of Days Sales" has come down to 152 days as on 31.03.2020 when compared to181 days as on 31.03.2019. High accumulation of Debtors is primarily on account of thebudgets getting exhausted at customers' end which are primarily Government Departments /agencies.

DEVELOPMENT OF NEW PRODUCTS THROUGH R&D EFFORTS:

Research_ & Development (R&D) plays a very important role in the success of abusiness and MIDHANI places prime importance for the same. Our business requires us tokeep abreast with the latest technological developments and to be at par with the globaltechnological advancement. To facilitate the same and to gain access to the requiredknow-how for developing various technologically advanced products we have also enteredinto collaborations with leading Indian Research Institutes and organizations.

Investments in_R&D_connects Company's strategy and business plan such as marketingand cost reduction along with creating new products and adding features to old ones. ATechnology Advisory Board consisting of eminent personalities of Metal Industry regularlymeets to guide and review the R&D activities of MIDHANI. Indigenization New ProductDevelopment and Technology Development continues to be the primary focus for R&Ddepartment of MIDHANI. An expenditure of Rs. 796.57 Lakh has been incurred towardsR&D expenses for the FY 2019-20.

The in-house Research and Development team works towards improvement of product qualityand process innovation for meeting the expected demands at competitive prices. Some of theR&D Initiatives undertaken by our Company during the year are as below:

New Product Development:

– Development and processing of Superni 42N - 8 mm dia. rod for end plugs intendedfor strategic use in the Energy sector.

– Development of Superni 925 forged bar against an export order.

– Development of processing and testing methodologies for meeting the stringentspecification norms of lattice tubes (MDN 304L) in the Energy sector.

– Development of high strength precipitation hardening stainless steels (MDN 465)for aerospace applications.

– Development of forging process methodology of Titanium alloy grade Titan22Ahaving very limited hot workability for aero engine applications.

– Development of Ti-Ta-Nb alloy cold drawn wires for welding applications in theEnergy sector.

– Development of 08X14H7M for use as main turbo pump in space applications.

– Development of Large size tubes of 38XH3MFA and RS 1 for use in Navalapplications.

– High Pressure Hydraulic Testing Facility for Lattice Tube in Energy application.

– Development of 3 No's of Hydraulic Semi-automatic Billet Grinding Machines.

Manufacturing and Process Technology Development

– Development of high strength austenitic stainless steels wires of 12X18H10T fornaval applications. High strength austenitic stainless steels wires are used as springs instrategic applications where high pressure is involved.

– Developed process to improve permeability in Softcomag 49A magnetic alloy.Softcomag 49A is a soft magnetic alloy grade with high saturation magnetizationlow magneto crystalline anisotropy high Curie temperature (950C) and associated highermagnetic permeability. Processing of this alloy is extremely difficult due to its tendencyto form an ordered brittle phase below 730C. Softcomag 49A alloy is used for specializedapplications requiring the magnetic properties exhibited by this material.

– Process optimization of super alloy grade billets to achieve homogenous microstructural features required for making extruded tubes. MIDHANI has indigenised thesuperalloy billet manufacturing process meeting quality requirements of input billets forextrusion of tubes.

– Developed Superni 625 and 740 grades for use in oil and gas industries powersector applications. Development of Ni alloys for commercial applications like oil andgas power production was taken as one of the major portfolio of MIDHANI over past coupleof years.

– Superni 617 grade tubes for application in Energy sector. MIDHANI hasmanufactured various components of different forms and tonnage from alloy 617M byachieving the stringent chemistry using ESR melting process to avoid the loss of reactiveelements. This expertise was then incrementally increased through large dia ingotproduction to achieve bigger size higher tonnage forgings.

– Optimization of Electro Slag Remelting process parameters for large size ingotsof MDN155 (1200 mm dia.) for use in Defence applications. MDN 155 has been indigenized bymelting of heavy ingots of weight around 20T and processing without any defects.

– Technology development for manufacture of hollow forgings - High strength superalloy Superni 90 and 10Cr -1Mo 1W (MDN 10-1-1) martensitic steel for Energy Applications.This alloy is a high strength precipitation hardened superalloy having less workability.To aid the workability the ESR melting process of the alloy was established instead ofregular VAR melting process. MIDHANI has successfully developed tube forging and suppliedfor use in the Energy applications.

Yield Improvement

– A programme has been taken up to improve the yield of MDN 350 heats processedinto tubes. The objectives taken for overall yield improvement is improving yield atvarious stages of processing such as primary melting secondary melting forging andextrusion. Other processes such as heat treatment procedure cutting machining of tubeswas carefully controlled to avoid rejections.

Artificial Intelligence(AI)

– A dedicated team has been constituted to develop roadmap for ArtificialIntelligence (AI) for alloy development and process optimization. In line with MoUparameters for the year 2019-20 our Company successfully developed and/or supplied thefollowing product/grades:

• Superni 115 blade blanks for Aero Engine application.

• Titanium castings for sea valve application.

• Supercast 738 bucket castings and Heavy section forgings of Austenitic StainlessSteels (MSN 347MN)

INTELLECTUAL PROPERTY:

In a market-driven economy continuous improvement in the products by means ofimproving quality and reducing cost is essential. New products were developed to capturethe emerging demand of the market. Remarkable progress in R&D activities were achievedwhich is reflected in the form of expansion of Intellectual properties of the Company.Protecting the intellectual knowledge of an organization from infringement through a legalframework is essential. Due to its unique products MIDHANI needs to protect itsintellectual Properties than any other industry. IPR filling was encouraged within MIDHANIto meet this objective. During the FY 2019-20 MIDHANI has filed 50 IPRs which constitutedof 24 copyrights and 26 trademarks. Few patents applications are also in process. Three(3) patents titled "A newly designed air hardening alloy steel" "A Methodof producing wire of Ti-6Al-4V for welding application" and "Fine grained cobaltbased alloy with excellent mechanical and creep properties and a method for manufacturingthe same" were also granted in FY 2019-20.

IPR on trademarks which were filed during FY 2018- 19 have been also granted in FY2019-20. MDN 250 MDN 350 are among the few trademarks which were granted in FY 2019-20.

To make a self-sustainable model for an innovation-driven culture an award scheme hasbeen also implemented to promote innovation in MIDHANI in FY 2019-20. MIDHANI R&D Teamhas published around 5 papers in reputed international journals and conferences. To createawareness on IPR IPR trainings were also conducted by R&D team.

ENERGY CONSERVATION:

Due importance is given to energy conservation measures at MIDHANI and efforts in thisdirection have continued during the year under report. The measures introduced to saveenergy during the year under report are as follows:

• The measures introduced to save LPG during the year as follows:

– Loading of materials having similar heat-cycle in the furnaces up to their fullcapacity.

– Optimization of similar batch type materials

– Planning of furnaces running continuously to utilize available heat energy inthe furnace.

– Furnace availability at more than 80% during the financial year.

• The measures introduced to save Energy during the year are as follows

– Installation of VFD Driven Kirloskar Make Screw Air compressor at CompressorHouse.

– Installation of Portable Air Compressors in the plant for operation ofequipment's.

• The measures introduced at MRSS to save energy during this year as follows

– Installation of Dynamic reactive power compensation panels for reactive powercompensation at 6000 T Forge Press it has saved an amount of Rs. 77.56 Lakh this year inelectricity bills.

– Entered into open access agreement with TSSPDCL & TSTRANSCO to avail our 4MW solar power plant generated energy.

– The solar power plants have generated solar energy valued at Rs. 278 Lakh thisyear.

The summary of consumption of Electricity and LPG for the FY 2019-20 are as below:

S.No Description Unit 2019-20 2018-19
1 Annual Consumption of Electricity KWHr (in Crore) 5.45 4.79
2 Annual Consumption of LPG Specific MT 4979.28 4160.27
3 Consumption of Electricity in Production. KWHr/MT (prod.) 1340.09 1654.86
4 Specific Consumption of LPG in Production. MT (LPG)/ MT (prod.) 0.12 0.126

MARKETING & BUSINESS DEVELOPMENT:

During the year under review MIDHANI booked orders worth of Rs. 78601 Lakh. The orderbook position as on 01-04-2020 stood at Rs. 168700 Lakh. With this order book positionand further orders in pipeline the Company looks forward for good growth withcommensurate profitability for the coming years. The details of sector wise order bookedis as under:

Sector Total value of orders (Rs. Lakh)
Defence 22889
Space 50652
Energy 2756
Others 2304
Total 78601

The total orders executed during the year under review were to the tune of Rs. 71287lakh and the sector wise sales executed is as below:

Sector Total value of supplies (Rs. Lakh)
Defence 18674
Space 39385
Energy 9127
Others 4101
Total 71287

Business Development: Exploring new business opportunities for MIDHANI theBusiness Development team identified areas where ‘Make-in-India' program ofGovernment of India could be tapped and Import substitution could be done. Prominent areasidentified are as under:

Indian Railways: MIDHANI team has worked closely with RDSO ICF and otherProduction Units of Railways and stepped in to help provide solutions to variousrequirements. The upcoming Spring manufacturing unit and the Wide Plate Mill will beuseful in providing import substitution of LHB Springs and also high-quality Plates forRailway use. MIDHANI is working closely with Railway Board and RDSO to help develop itselfas an Indian source for the Axles.

Automobile Sector: This is a very competitive sector with high importcontent. MIDHANI has undertaken tool steel development and also approached market leaderin this sector.

Bio-Medical Implants: This business area is being revived and new MoUswere signed.

EXHIBITIONS/SEMINARS FOR PROMOTION OF COMPANY PRODUCTS/BRAND:

During the year under review MIDHANI participated in the following exhibitions:

– MIDHANI participated in the 11th edition of Defexpo 2020 held atLucknow from 5th to 9th February 2020. MIDHANI signed eight (8)Memorandum of Understanding (MoUs) with domestic and international organizations at the‘Bandhan' Ceremony held at DefExpo'20 in the august presence of_Hon'ble RM Hon'bleUP CM Hon'ble RRM Defence Secretary Chairman of DRDO & Secretary (Department ofDefence R&D) & other key officials from GoI & UP State Government.

QUALITY MANAGEMENT ACTIVITIES:

Successfully delivered special forging "Lattice Tubes "of stainless-steelgrade MDN 304L which is an import substitute after fulfilling stringent qualityrequirement.

Online capturing of Quality control test data through customized ERP software wasimplemented.

For the first time various types of Titanium Alloy castings were delivered aftermeeting the stringent radiography norms and other quality checks comparable to importedcastings. Surveillance audit of NABL for Chemical and Mechanical Testing lab completedsuccessfully and certificate renewed up to April 2020.

AS9100 (2016) and ISO 9001 (2015) Surveillance Audit of MIDHANI's Quality ManagementSystem completed successfully and certificate renewed up to October 2020.

SUPPLY CHAIN MANAGEMENT PERFORMANCE: MSE Vendor Meet: MIDHANI organised two vendormeets for MSE Entrepreneurs including one vendor meet exclusively for SC/ST entrepreneursduring the year to encourage and increase MSEs participation and appraised the itemsreserved exclusively for MSEs and benefits extended to MSEs by MIDHANI.

Encouragement to Micro and Small Scale Industries:

MIDHANI continues to encourage and develop MSE units by regularly sourcing variousgoods and services from them. Percentage value of goods/services procured from MSE unitsstood at 28.65% of total domestic value of procurement during FY 2019-20. Allmanpower contracts have been reserved for exclusive participation by MSE vendors toenhance MSE procurement.

Integrity Pact (IP): To ensure transparency and integrity of all contracts MIDHANIis signing "Integrity Pact" (IP) with respective bidders in all procurementindents of high value contracts. Presently Shri R Mukundan is holding the position ofIndependent External Monitor (IEM) for MIDHANI. About 90% of total value of contracts/POswas covered under IP during the year 2019-20.

E-Procurement: In order to bring higher transparency in procurement MIDHANI ismaximizing procurement through e-procurement process. During FY 2019-20 about 97% oftotal procurement other than the open and hybrid tenders' cases were done throughe-procurement mode.

RISK MANAGEMENT:

MIDHANI has a Board approved Risk Management Policy and the Risks associated withvarious processes in MIDHANI are also being discussed in the Internal Production ReviewMeetings and Corporate Management Committee Meetings from time to time. A Risk ManagementCommittee 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.

HUMAN RESOURCE DEVELOPMENT:

Human Resource is the most important asset MIDHANI continues to aim at building amotivated committed and satisfied work force to achieve its organizational goals. The aimis to align Talent Management initiatives with Technology for rapid growth of the Company.MIDHANI recognizes that the most important asset is its employees and that could bea major differentiator in the face of competition. Keeping in view the current trendsseveral HR Policies have been updated modified and introduced. Manpower Position:The manpower strength of MIDHANI as on March 31 2020 stands at 470 Non-executives 54Non-Unionized Supervisors and 262 Executives compared to 469 Non-executives 65Non-Unionized Supervisors and 257 Executives as on March 31 2019.

The total manpower strength under Permanent Category of your Company as on 31stMarch 2020 is as under:

Particulars Non- Executives Non- Unionized Supervisors Executives Total
Male 421 54 233 708
Female 49 0 29 78
Total 470 54 262 786

Statement showing the representation of SC/ST/OBC/PH and their recruitment etc. areplaced at Annexure: II

Employee Welfare Initiatives: The various employee welfare initiative taken duringthe FY 2019-20 are as below:

Encouraging Small Family Norms: To encourage employees to go for smallfamily 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 of SC ST and OBC categories @ Rs. 1000/-per child in each category who scored highest (%) of marks and @ Rs. 500/- each to all thestudents of above categories who scored 75% and above marks in X class Board examinationor equivalent held in March/April. As per the Company scheme a scholarship to thechildren of employees for pursuing graduation in Metallurgical Engineering has beengranted @

Rs. 1000/-p.m. till completion of graduation.

Post-Retirement Medical Benefit Scheme (PRMBS): Post-Retirement MedicalBenefit Scheme (PRMBS) for Executives and Non-Unionized Supervisors who retired afterJanuary

1 2007 and Group Medical Insurance Scheme for Employees retired prior to January 12007 were implemented and medical insurance cards were issued to the beneficiaries i.e.Executives Non-Unionized Supervisors and Non-Executives. Post-Retirement Medical BenefitScheme for Non-Executives retired on or after January 1 2007 was implemented from May 12017.

School: Brahm Prakash D A V School (BPDAV) is managed by the Company andis situated in MIDHANI Township for the benefit of children of MIDHANI employees. Emphasisis laid on all round development of the child including extracurricular activities such asSports Games

Scouts and Guides etc. Students have brought glory to the school in Academics Sports& Cultural activities. Reimbursement @Rs. 500/- per child per month is paid by theCompany every month (max. 2 children) for the children studying at BPDAV.

Township: MIDHANI continues to discharge its social obligations bymaintaining a small Township consisting of 87 quarters to cater to the housing needs ofthe employees working in essential services of the company.

Education Scholarship for wards of Workmen / employees of MIDHANI Studying inBPDAV School: As part of welfare initiative towards employees and to promote educationamong wardsofemployeesMIDHANIMeritScholarships are provided to the wards of all employees.A ward who is studying in a class (1 to X) and stood 1st & 2ndrank in the final examinations in the previous class will be eligible for meritscholarship Rs. 6000/- and Rs. 3000/- per annum respectively.

Women Empowerment: MIDHANI is providing the necessary platform for women employeesto realize their potential take responsibility for performing the job with commitment andtake pride in what they do and to contribute to achieve the organizational goals. Womenemployees of MIDHANI belonging to Executive Supervisory and Non-Executive cadre arespread out throughout the Company right from Material procurement production andmaintenance to support services such as Civil Finance HR Marketing etc. There are totalof 81 women employees collectively working at par with men towards achieving the Companygoals.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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

TRAINING & DEVELOPMENT:

Continuous up-gradation of knowledge and skills of the employees through appropriatetraining and development programs continuous to be the focus areas at MIDHANI. During theyear under review MIDHANI achieved three (3) man days training per Employees per annum.

Plant Visits: Under the industry - Academia - interface programme 12 Plant visitswere organized during the year for about 328 professionals/ executive / employeesfrom various organizations.

Project Works: 50 Engineering Students from various branch of engineering fromreputed Institutions / Government Colleges were also permitted to carry outprojects/Internship training as a part of their academic curriculum.

Apprenticeship Training: MIDHANI is committed to fulfill its obligations underApprentice Act 1961. Under the scheme 30 Sandwich Diploma Engineering (Metallurgy)students from Government Polytechnic College received on the job training for a period ofsix months in 2 batches. 15 Non- Stipend diploma students from various GovernmentPolytechnic colleges in Telangana and Andhra Pradesh were engaged for Industrial training.85 trade apprentices in Electrician Fitter Welder Machinist & Turner were engagedfor on job Training for one year and likewise

40 Graduates Apprentices (GATs) and 20 Technician Apprentices (TATs) under the schemehave been engaged for one year training.

STATUTORY & SOCIAL OBLIGATIONS: CORPORATE SOCIAL RESPONSIBILITY (CSR):

• The Corporate Social Responsibility and Sustainable Development Policy ofMIDHANI in line with the Companies Act 2013 was approved by the Board of MIDHANI. and sameis available on the Company's website www.midhani-india.in. For the year under reviewMIDHANI has incurred its highest ever expenditure of Rs. 395.27 Lakh for CSR activitiesagainst the mandatory requirement of Rs. 384.28 Lakh. Thus the cumulative CSR expenditureincurred by MIDHANI over the years has crossed Rs. 2488.27 Lakh.

• An annual report on the CSR activities of the company as mandated under theCompanies (Corporate Social Responsibility Policy) Rules 2014 is also placed at Annexure- III. The composition of Corporate Social Responsibility 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 (iv) Others

(i) Promotion of Health Care and Sanitation: (a) ConstructionofToilets:Toiletswereconstructed in Nine (9) Government Schools at Kothagudem ZPHS Jillelaguda ChoutuppalZPHS School in Bhongir District with a total project expenditure of approx. Rs. 113.81Lakh. The same is expected to benefit 2000 students including boys and girls.

(b) Annual maintenance of Toilets constructed by MIDHANI under Swachh Bharat: Toensure regular use and to promote sanitation MIDHANI has ensured maintenance and regularupkeep of toilet blocks in various Government schools at ITI- Alwal Parigi Mandal RangaReddy Bhongiri District Khammam and Choutuppal at an expenditure of Rs. 31.46 Lakh thesame has benefitted approximately 8000 students.

(c) Charitable Health Care Centre: MIDHANI has set up a Charitable Health CareCentre for the poor families staying in and around MIDHANI. Basic checkup and medicinesare provided free of cost to the patients. Expenditure incurred in hiring of Doctor andMedicines were Rs. 5.37 Lakh. (d) Providing Bio-implants: MIDHANI provided TitaniumKnee Prosthesis to needy patient costing Rs. 0.45 Lakh.

(ii) Promotion of Education:

(a) Mid-day meal to Government Schools: MIDHANI has sponsored Mid-day meals forstudents at Government Schools through Akshya Patra Foundation at an expenditure of Rs. 30Lakh.

(b) Supply of Dual Desks: MIDHANI has sponsored 815 No's of Dual Desks toGovernment Schools of Kothagudem (Aspirational District).

(c) Education for lower income groups: Admission to LKG is given for childrenbelonging to SC/ST category whose parents fall in lower income group. The entire fee isborne by MIDHANI till they complete 10th class. This year Company hassponsored education for 7 (Seven) such children.

(d) Awards and Recognition: As a part of Corporate Social Responsibility towardsthe weaker section of the society children of the weaker section from SC ST and OBCcategories that stood first in their respective classes from Class I to X of BPDAV Schoolwere awarded cash prize.

(iii) Skill Development:

Construction of Center of Excellence: Skill Development Centre has beensetup at MIDHANI and infrastructure works to commence the operations of Centre ofExcellence has been taken up.

ContributedtoCIIEIIMAhmedabad: MIDHANI has contributed Rs. 10 lakh toCIIE IIM Ahmedabad for promotion of Innovations for Defence Excellence (iDEX) (aninitiative of the Government of India launched by the Hon'ble PM).

Promotion of Sports: During the year an amount of Rs. 25 Lakh has beencontributed to National Sports Development Fund (NSDF) towards promotion of sports.

(iv) Others: Other CSR expenditure during FY 2019-20 stood at Rs. 0.25 Lakh.

DISCLOSURE UNDER SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:

Your Company has always provided a safe and harassment free workplace for everyindividual working in the company and for women in particular. Company has in place arobust policy on prevention of sexual harassment at workplace. 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 underreview the Internal Complaints

Committee (ICC) did not receive any complaint pertaining to sexual harassment and nosuch complaint is pending at the end of FY 2019-20.

CONTRIBUTION TO EXCHEQUER:

During FY 2019-20 your Company contributed an amount of Rs. 17013 Lakh in the form ofDividend Duties and Taxes vis--vis Rs. 16272.22 Lakh during previous financial year.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as provided under subsection (3) of Section 92 ofCompanies Act 2013 is enclosed as Annexure – IV

REPORT ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:

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

BUSINESS RESPONSIBILITY REPORT:

As stipulated under the SEBI Listing Regulations the Business Responsibility Reportdescribing the initiatives taken by the Company from an environmental social andgovernance perspective is attached as a part of the Annual Report as

Annexure-VI.

IMPLEMENTATION OF RIGHT TO INFORMATION (RTI) ACT 2005:

MIDHANI as a Public Authority under RTI Act 2005 continued to discharge itsobligations. The number of information seekers has gone up considerably during the year.In order to have access to information to the Citizens and also as a part of company'sphilosophy and corporate governance MIDHANI's website is updated on continuous basis byuploading the company's news and developments.

RAJBHASHA IMPLEMENTATION:

As per Government of India directives the Official Language Act 1963 the OfficialLanguage Rules 1976 made there under and the orders issued by Government of India fromtime to time for promoting the use of Hindi for Official purpose are complied by MIDHANIwithout deviation. The quarterly meetings of Official Language Implementation Committeewere held under the Chairmanship of Chairman & Managing Director of the Company duringthe year under report.

MIDHANI continues to encourage usage of Hindi as the Official Language and in order toencourage daily usage of official language to carry out day-today official work. Six (6nos.) of Hindi Awareness Workshops were organized for the employees during the year underreport. Prabodh Praveen and Pragya Hindi training courses were also conducted for theemployees during the year under report.

"HINDI PAKSHOTSAV" was organized for the propagation of Hindi at large scalein the month of September 2019 and "Vishwa HINDI Diwas" was celebrated on 11thJanuary 2020. On the occasion 46 employees were awarded Cash Prize and 10 employees weregiven appreciation certificates under Incentive Scheme for doing work in ‘OfficialLanguage' for the FY 2018-19.

RELATED PARTY TRANSACTION:

Disclosure of related party transactions as per Ind AS-24 issued by the Institute ofChartered Accountants of India is given at note no. 40 of the Notes forming part ofAnnual Accounts for FY 2019-20.

All contracts /arrangements /transactions entered into by the Company with relatedparties during the year under review were in ordinary course of business of the Companyand on arms' length terms. The related party transactions were placed before the AuditCommittee for review and/or approval. During the year the Company did not enter into anycontract /arrangement /transaction with related party which could be considered materialin accordance with the Company's ‘Policy on Materiality of and dealing withRelated Party Transactions' and accordingly the disclosure of related party transactionsin Form AOC-2 is not applicable. The aforesaid Policy is available on the Company'swebsite viz. http://midhani-india.in/

VIGILANCE ACTIVITIES:

At present Chief Vigilance Officer (CVO) Dr. Upender Vennam an IPoS officer headsCompany's vigilance set up. Preventive Vigilance has been the thrust area of Vigilancedepartment and the same received focused attention during the year under report. TheVigilance department examined procurements / subcontracts and processes on continualbasis conducts regular and surprise inspections and also investigated instances of anysuspected transactions referred to it. Chief Technical Examination (CTE) type inspectionsand Structured Meetings between C&MD and CVO continued to be the regular activities ofVigilance. In line with the CVC's guidelines on leveraging technology and to ensuretransparency through effective use of technology the following functions have been madeoperational:

• E-Procurement: More than 90% of the procurements (by value) under "Otherthan Exempted category" are covered under e-procurement mode.

• E-Payment / Bank transfer of payment to Vendors.

• Online System for Bill tracking by the Contractors is introduced.

• On-line filing of Annual Property Returns (APRs) is facilitated for all theExecutives and the Executives have been filing the APRs online.

• Integrity Pact (IP) was implemented and the threshold value of Rs. 40 Lakh inMIDHANI w.e.f. 01.10.2017 is being followed. The percentage of contracts (value-wise)covered under IP during the above period is 100% in MIDHANI.

• Vigilance Clearance is accorded online to all the employees.

Vigilance setup in MIDHANI has been continuously endeavoring to bring the transparencyfairness and equity in all transactions and processes of the company through creating asense of awareness campaign and training program. Some of the key activities that havebeen carried out during the year are:

Vigilance Awareness Week was observed from 28th October to 02ndNovember 2019 focusing on CVC theme of "Integrity – A way of Life" andengaged the students of schools and colleges. Seventh issue of MIDHANI in-house vigilancemagazine "JAGRUTI" covering the messages case studies etc. was published anddistributed to all the employees.

Implemented a dedicated Online Bill Tracking module in the Company'swebsite to facilitate the suppliers and contractors to get the status of their Billssubmitted to MIDHANI against various Purchase Orders and Contracts which is in line withCVC circular no. 02/04/18-dated 03.05.2018.

VIGIL MECHANISM:

The Whistle Blower Policy was initially adopted by the Board of Directors at its 206thMeeting held on January 23 2013. The same was subsequently amended as Whistle BlowerPolicy – 2018 in line with Public Interest Disclosure and Protection of InformersResolution 2004 (PIDPI) which envisages a mechanism by which a complainant can blow awhistle by lodging a complaint and also seek protection against his victimization fordoing so. Whistle Blower Policy – 2018 works as Vigil Mechanism of MIDHANI and aimsat providing the stakeholders of MIDHANI ways and means to report issues that mightimpact MIDHANI as an organization. The Whistle Blower Policy of MIDHANI is available onthe Company's website viz. http://midhani-india.in/. To report the instances and incidentsof unethical behavior to the Management an "Internal Whistle Blower policy" madeby the Vigilance department was approved by the Board of Directors and distributed to allemployees.

AWARDS AND RECOGNITION:

• MIDHANI was Conferred "GOLD Award" for "CorporateExcellence" by Skoch Group (Highest Independent Honour in India) for the Project"Modernization & Diversification of Products & Processes at MIDHANI" inJune 2019 at New Delhi.

• MIDHANI was awarded India's Most Trusted Company 2019 by IBC Media USA inAugust 2019 at New Delhi.

• Shri Sanjeev Singhal former Director (Finance) was awarded Best CFO(Excellence in Sustained Wealth Creation) by CMO Global in September 2019 at Bengaluru.

• Dr. Dinesh Kumar Likhi former C&MD MIDHANI was awarded "CorporateLeadership in Sustainable Performance" at "ET Now Presents Star of The IndustryAwards for Excellence in Sustainability Leadership Awards" in December 2019 at NewDelhi.

• Dr. Dinesh Kumar Likhi former C&MD MIDHANI was conferred with‘Leadership Award' in the "7th PSU Awards by Governance Now" inFebruary 2020 at New Delhi.

• Dr. Dinesh Kumar Likhi former C&MD MIDHANI was felicitated with‘Business Leader of the Year Award' presented by ET Now in February 2020 at Mumbai.

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 ManagementDiscussion and Analysis which forms part of this Annual Report.

CORPORATE GOVERNANCE:

The basic principles and philosophy of Corporate Governance is followed in letter andspirit in every aspect of Company's decision making in tune with the contemporary demandfor good Corporate Governance and adherence to guidelines issued by Department ofPublicEnterprisesfromtimetotime.ACodeofBusiness Conduct and Ethics applicable to allBoard Members and Senior Management has been implemented in the Company. The adherence tothe code is confirmed by respective members on an annual basis. A certificate to thiseffect by Chairman and Managing Director forms part of the Annual Report.

A detailed report on Corporate Governance forms part of this Annual Report. Certificatefor adherence to the guidelines issued by DPE and SEBI Listing Regulations in this regardduly signed by a practicing Company Secretary is also made a part of the Annual Report.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 FY2019-20.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has put in place necessary Internal Controls and Systems to meet all thecanons of financial propriety. We believe that internal control and risk management arenecessary pre-requisites for implementing the principle of governance. We have aneffective Internal Control System which ensures that all our assets are safeguarded andprotected against loss.

External Audit firm Pary & Co. were engaged to carry out Internal Auditduring the year under report. This helped ensure adequacy of systems and controls. Theirreports thereon were further reviewed by the Audit Committee appointed by Board. Inaddition the In-house Internal Audit team also regularly carries out audits of specificprocesses. Internal Audit Reports along with corrective actions initiated are discussedwith the Management and are reviewed by the Audit Committee of the Board. The AuditCommittee also reviews the adequacy and effectiveness of internal controls. Therewere no instances of fraud reported to the Audit Committee by the Auditors pursuant toSection 143(12) of the Companies Act 2013 and rules made thereunder. Hence no disclosureunder Section 134(3) (ca) is made.

BOARD OF DIRECTORS:

The Board of your Company at the begining of the year comprised of Eight (8) Directorsi.e. Three (3) Functional Directors One (1) Government Nominee Director and Four (4)Non-Official Part-Time (Independent) Directors all eminent personalities with vastexperience from diverse fields.

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

• Shri Indraganty Venkateswara Sarma (DIN:02144740) Dr. Jyoti Mukhopadhyay(DIN:02224647) and Dr. Usha Ramachandra (Woman Independent Director) (DIN: 02831588)ceased to be Independent Directors of Company upon completion of their term on November30 2019 in accordance with Presidential Order issued vide MoD letter PC. No11(57)/2017/MDN/ D(NS) dated 22nd November 2018.

• Shri Sanjeev Singhal (DIN: 07642358) Director (Finance) designated as ChiefFinancial Officer (KMP) resigned from Board of MIDHANI on January 7 2020

• Upon superannuation on April 30 2020 Dr. Dinesh Kumar Likhi (DIN: 03552634)ceased to be Chairman and Managing Director of the Company.

• Administrative Ministry i.e. Ministry of Defence in pursuance of Article 67 ofArticle of Association of Company conveyed Presidential order vide letter No.5/1(2)/2018/D(NS) dated 30th April 2020 for appointing Dr. Sanjay Kumar Jha(DIN: 07533036) (Director Production & Marketing) to the post of Chairman &Managing Director MIDHANI with effect from May 01 2020 till the date of hissuperannuation i.e. February 29 2024 or until further orders whichever is earlier.Accordingly Dr. S. K. Jha has assumed charge as Chairman & Managing Director MIDHANIwith effect from May 1 2020.

During the year under review the following changes in Key Managerial Personnel (KMP)were observed:

• Board of Directors accorded its approval to designate Dr. S.K. Jha Chairman andManaging Director as whole-time Key Managerial Personnel of the Company with effect fromJune 30 2020.

• Board of Directors upon recommendation of Audit Committee appointed Smt.Madhubala Kalluri as Chief Financial Officer (KMP) of the Company with effect from June30 2020.

In accordance with provisions of the Companies Act 2013 Shri. Sanjay Jaju retires byrotation at the ensuing Annual General Meeting (AGM) and being eligible has offeredhimself for re-appointment. Your Directors recommend re-appointment of Shri. SanjayJaju for approval of Members at the ensuing AGM.

Brief resume nature of expertise details of directorship held in other companies ofthe Director(s) proposed to be appointed / re-appointed at the ensuing AGM along withtheir shareholding in the Company as stipulated under Secretarial Standard-2 andRegulation 36 of the SEBI Listing Regulations is provided in the Notice of the ensuingAGM.

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 theIndependent Directors evaluated the performance of the Board as a whole in a separatemeeting of Independent Directors held on November 30 2019.

REMUNERATION POLICY:

MIDHANI is a Government of India owned Public Sector Enterprise under administrativecontrol of Ministry of Defence. Directors of the Company are presidential appointees andtheir remuneration is fixed in accordance with the DPE guidelines. Article 67 of theArticles of Association of MIDHANI states that the President will appoint Directors anddetermine their remuneration. Since the Board level appointments are made by the Presidentof India the evaluation of performance of such appointees is also done by the Governmentof India.

The terms and condition of payment of sitting fees to Independent Directors and Govt.Nominee Director is available on the Company's website viz. http://midhani-india.in/ Further provisions of Section 178(2) (3) and (4) are not applicable onCompany vide Ministry of Corporate Affairs notification dated June 5 2015.

DECLARATION AND MEETING OF INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have confirmed that they meet the criteriaof Independence 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. The IndependentDirectors have also confirmed that they have complied with the "Code of BusinessConduct and Ethics for Board Members and Senior Management" of the Company. Aseparate meeting of Independent Directors in line with provisions of Companies Act 2013was held on November 30 2019 wherein all the Independent Directors were present.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 your Directors state that: a. inthe preparation of the Annual Accounts for the financial year ended March 31 2020 theapplicable Indian Accounting Standards (Ind AS) have been followed along with properexplanations on the material departures; b. such Accounting Policies have been selectedand applied consistently and judgments and estimate have been made; that were reasonableand prudent so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year i.e. March 31 2020; and of the Profit of the Company forthe year ending on March 31 2020. c. 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 accountsfor the financial year ended on March 31 2020 have been prepared on a ‘goingconcern' basis. e. proper internal financial controls were in place and that such internalcontrols are adequate and are operating effectively; and f. systems have been devised toensure compliance with the provisions of all applicable laws and that such systems areadequate and operating effectively.

AUDITORS:

Statutory Auditors: C&AG of India appointed Basha & Narasimhan CharteredAccountants Hyderabad [Firm Registration No. 006031S] as Statutory Auditors of theCompany for conducting audit of accounts for the year ended 31st March 2020.The Auditors Report of Statutory Auditors on the Financial Statements for the financialyear ended on March 31 2020 is an unmodified opinion i.e. it does not contain anyqualification reservation or adverse remark.

Cost Auditor: Your Company appointed S.S. Zanwar

& Associates Cost Accountants Hyderabad [Firm Registration No 100283 ] as CostAuditors for the FY 2019-20 in terms of Section 148 of Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014.

Secretarial Auditor: In terms of Section 204 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany appointed R&A Associates Hyderabad [Firm Registration No.P1994AP011100] asSecretarial Auditors of the Company for the FY 2019-20. The Secretarial Audit report isplaced at ANNEXURE – VII along with management reply to the observationstherein. Internal Auditor: Your Company engaged Pary & Co. [Firm RegistrationNo. 007288C] to conduct Internal Audit for the FY 2019-20.

COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA:

The comments on the Accounts by the Comptroller and Auditor General of India for theyear ended 31st March 2020 are placed in this report after the reportof the Statutory Auditors on standalone and consolidated financial statements.

DISCLOSURES UNDER COMPANIES ACT 2013: Borrowings and Debt Servicing: During theyear under review your Company has met all its obligations towards repayment of principaland interest on loans availed.

Particulars of loans given investments made guarantees / securities given: Thedetails of investments made and loans/ guarantees/securities given as applicable aregiven in Notes no. 67 & 14 of the Annual Financial Statements.

Board Meetings: During the financial year ended on March 31 2020 the Board metseven (7) times on May 29 2019 August 8 2019 September 25 2019 November 01 2019November 30 2019 February 12 2020 and March 03 2020. For further details of thesemeetings Members may please refer ‘Report on Corporate Governance' which forms partof this Annual Report.

Board Committees: As on March 31 2020 your Company has nine committees of Boardand one apex internal committee called Corporate Management Committee. The committees areformed to facilitate a smooth and efficient flow of decision-making. For further detailsregarding Board Committee's Members may please ‘Report on Corporate Governance'which forms part of this Annual Report. Secretarial Standards: Your Directors statethat the Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the Boardof Directors' and ‘General Meetings' respectively have been duly followed by theCompany.

GENERAL AFFIRMATIONS AND DISCLOSURES:

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.

Your Directors further state that: d) there was no change in the share capital of theCompany during the year under review. e) no material changes/commitments of the Companyhave occurred after the end of the FY 2019-20 and till the date of this report whichaffect the financial position of your Company. f) no significant or material orders werepassed by the Regulators or Courts or Tribunals which impact the ‘going concern'status and Company's operations in future.

ACKNOWLEDGEMENT:

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 otheragencies of Central and State Government. Your Directors also place on record sincerethanks to vendors Bankers C&AG Statutory /Internal Auditors Chairperson - AuditCommittee Chairman of other sub Committees of the Board Advisers Consultants etc. ofthe Company for their continued support and guidance during the year.

Your Directors take this opportunity to place on record their deep appreciation for thevaluable contribution made and excellent co-operation rendered by all the employees. YourDirectors express their appreciation and gratitude to all the shareholders/investors forthe trust and confidence reposed in the Company and look forward to their continuedsupport to propel the Company to greater heights.

For and on behalf of the Board of Directors

Sd/

Dr. S. K. Jha Chairman & Managing Director

Place: Hyderabad Date : 30.06.2020

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