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Morganite Crucible (India) Ltd.

BSE: 523160 Sector: Engineering
NSE: N.A. ISIN Code: INE599F01020
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NSE 05:30 | 01 Jan Morganite Crucible (India) Ltd
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OPEN 1150.00
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VOLUME 3337
52-Week high 1213.00
52-Week low 730.00
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Morganite Crucible (India) Ltd. (MORGANITECRUCIB) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 36th Annual Report together with the AuditedFinancial Statements of the Company for the financial year ended March 31 2021.

FINANCIAL PERFORMANCE:

(Rs. in Lakhs)
Particulars 2020-21 2019-20
Revenue from Operations 10685 12855
Other income 409 664
Total income 11094 13519
Operating Expenses 9475 10539
Mehsana Relocation Cost 160 605
Profit before finance cost depreciation and amortisation 1459 2375
Depreciation and Amortisation Expense 565 534
Profit before tax & exceptional item 894 1841
Exceptional Items 310 -
Provision for tax 677 529
Profit after tax (Loss) (93) 1312
Proposed equity dividend - 448
Corporate dividend tax - -
Total Outflow - 448

PERFORMANCE REVIEW:

During the year under review the Company has achieved net turnover of Rs.10685/-lakhs as compared to Rs.12855/- lakhs in the previous year. The gross profit before taxand depreciation were Rs.1459/- lakhs as compared to Rs.2375/- lakhs in the previousyear. The operating expenses were down to Rs.9475/- lakhs as compared to Rs.10539/-lakhs in the previous year.

Due to COVID-19 pandemic and in view of various Central State and Local Govt. Ordersyour Company were forced to temporarily suspend its business operations multiple timesduring the lock-down period in previous year. The gradual lifting of restriction enabledyour Company to re-start business activity with minimum manpower with adhering all safetymeasures. The market demand drop resulting from the effects of the global pandemic hasimpacted revenue generation of your Company which is down by 17% as compared to previousyear and PAT were 107%. However your Company is confident

of a strong recovery once market demand normalises and our operations can continueun-interrupted.

The Board of Directors in their meeting held on February 10 2021 and the members byway of postal ballot resolutions have approved sale of the company's land and buildingassets in Mehsana Gujarat to M/s Manmohan Steel Traders at a consideration of Rs.900/-lakhs.

Further no other material changes or commitments have occurred between the end of thefinancial year and the date of this Report which affect the financial statements of theCompany in respect of the reporting year.

DIVIDEND:

In view of the diminished business performance of the company due to COVID-19disruption and the cash outlay for the successful resolution of the APA and pending taxlitigation your Directors are compelled to suspend the payment of dividend for FY 2020-21in order to preserve the strength of the Company's balance sheet. The Directors expect toreinstate dividend payments in FY2021-22 in view of improving market conditions.

ECONOMIC SCENARIO AND OUTLOOK:

The previous year gone was dominated by the COVID-19 pandemic worldwide. Despite beingbattered by the national lockdown last year and continuing regional lockdowns many keysectors are struggling to cope with the pent-up demand that had been unleashed in thesecond half of the year. The Indian economy was already struggling with a slowdown fromthe past few years and just when things were about to normalize India was struck with anupsurge of the second wave of Covid-19 cases. This is now likely to shake the country'seconomic progress due to restriction in people and trade movement. Apart from the globaldisruptions caused by the pandemic geopolitical tensions and realignments are leading todisruption in the global supply chains and these global trends need to be factored whilecalibrating strategy for economic growth. While the Indian GDP contracted by 7.3% inFY2020- 21 it is expected to grow at 10% rate in FY2021-22.

With the start of the vaccination drive across the country India is expected to trackto a quicker recovery in the coming year. This and other proactive steps by the governmentand policy makers will certainly help the country's faster economic revival.

Globally there are a number of spots of good economic recovery in our key markets inthe Americas and Asia. The rollout of mass vaccination in the European and Americancountries should provide a solid foundation to increasing business momentum in thesemarkets in the coming months. However volatility in intercontinental shipping costs andcapacity may continue to depress global trading activity for the coming months.

Industry Insight:

Despite the COVID-19 fallout the foundry sector has improved after the second quarterin 2020. During May and June 2020 foundry units were affected due to the migration ofmigrant workers and regulations of COVID-19. The foundry sector improved mainly because ofautomobile electrical construction industrial machinery and agricultural equipmentdemand have increased and are recovered to pre COVID levels.

In India's Union Budget 2021-22 more focus has been given to domestic manufacturingsector and ease of doing business. A balanced approach to foreign direct investment (FDI)will help to further strengthens India's attractiveness as an investment destination. Ithas also announced the scrapping policy of vehicles older than 15 years and also areoffering incentives on the same this will boost the demand for the new Automobileindustry in India and the Foundry and also minimized the cost of raw material used tomanufacture the casting. India is the one of the largest foundry casting exporters to therest of the world which will have a cost-competitive advantage in the export market.Besides an increase in import duty on automotive spare parts will be a boon for localmanufacturers and will further increase the demand of foundry produce.

Your Company has already enhanced its capacity to meet increase demand of the productsto be used in the foundry sector. Your Company has also been focusing on machined productsto provide technological solutions to our customers for energy efficiencies.

EXPANSION PROJECT

Project Avatar - Phase II

Due to COVID-19 outbreak in the last year the Project Avatar - II progressed slowly inview of availability of manpower technical assistance from foreign vendors however yourCompany has completed the required milestones including installation of high temperatureKiln shifting of LPG yard to new location replacement of fire hydrant systeminstallation of sprinklers in the factory premises administration building constructionand shifting of remaining plant and machineries from Mehsana to Aurangabad site. YourCompany has now initiated the construction of machining centre new logistics &warehouse building and expected to complete the same by September-2021.

Installation of Solar Roof-top

Your Company has signed Power Purchase Agreement (PPA) with Amplus Solar forinstallation of 835 kWp at Aurangabad site and has completed Phase-I installation of 540kWp. The Company has also signed Net Metering Agreement with MSEDCL and applied foreligibility certificate with the Ministry for getting continuous benefit of subsidy fromMSEDCL. Your Company has also started Phase-II installation for approximate 160 kWp andexpected to be completed in a few months. The Company has also planned to completeremaining solar installation after construction of required building sections in thefactory premises.

CHANGES IN SHARE CAPITAL

The paid-up equity share capital of the Company stood at Rs.280 lakhs as on March 312021. During the year the Company has not issued any shares or convertible securities anddoes not have any Scheme for issue of shares including sweat equity to the employees orDirectors of the Company.

During the year under review your Company have sub-divided the equity share capital ofthe Company from Rs.10/- to Rs.5/- in order to improve the liquidity of the Company'sequity shares and to make equity shares more affordable for the small retail investors.The Board of Directors and the Members in their respective meetings unanimously given theconsent for such sub-division of share capital.

PUBLIC DEPOSIT:

The Company has not accepted any deposits from the public/ members under Section 73 ofthe Act read with Companies (Acceptance of Deposits) Rules 2014 during the financial yearunder review.

related PARTY TRANSACTIONS:

During the year under review all related party transactions entered during the yearwere in the ordinary course of business and on arms-length basis. There are no materiallysignificant related party transactions entered by the Company with Promoters DirectorsKey Managerial Personnel or others which may raise a potential conflict with the interestof the Company or requires approval of the shareholders. No material contracts orarrangements with related parties were entered during the year. Further the Company hasnot given any loans and advances which are in the nature of loans to any subsidiarycompany or to associate company or to firms/ companies in which directors are interestedhence disclosure as per Regulation 34(3) of SEBI LODR Regulations 2015 is notapplicable. During the fiscal year 2020-21 the Non-Executive Directors of the Company hadno pecuniary relationship or transactions with the Company.

In compliance with the provisions of Section 188 of Companies Act 2013 and Regulation23 of Securities Exchange Board of India ('SEBI') (Listing Obligations and DisclosureRequirements) ('LODR') Regulations 2015 the Audit Committee had given omnibus approvalfor related party transactions which were of repetitive in nature and entered with fellowsubsidiaries companies for sale purchase of goods and services for a period of one year.In every Audit Committee meeting during the year the schedule of related partytransactions for each quarter end were placed before the Committee to ensure transactionswere within limit of the approval.

In accordance to Section 134 of the Companies Act 2013 and Rule 8 of the Companies(Accounts) Rules 2014 the particulars of the contract or arrangement entered into by theCompany with related parties referred to in Section 188(1) in Form AOC-2 is attached as Annexure- I of this report.

As per Regulation 46 of SEBI LODR Regulations 2015 the Policy on Materiality ofRelated Party Transactions and dealing with Related Party Transactions is available onCompany's website athttp://www.morganmms.com/en-gb/investors/

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR And Date OF REPORT:

During the year under review there have been no other material changes or commitmentsgiven which affects the financial position of the Company between the end of the financialyear and the date of the report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year under review the Company have not provided any loans given guaranteesand made investments covered under Section 186 of the Companies Act 2013.

BOARD OF DIRECTORS:

During the year under review there has been no change in composition of Board ofDirectors. Your Company is in compliant with applicable provisions of Companies Act 2013and SEBI LODR regulations.

In accordance with provisions of Companies Act 2013 and the Article of Associations ofthe Company Mr Aniruddha Karve Non-Executive Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible has offered himself forre-appointment.

BOARD EVALUATION

As per provision of the Companies Act 2013 and Regulation 17(10) the SEBI ListingRegulations the annual evaluation process of the Board of Directors as individualDirector and Board as a whole were carried out internally in the Board of Directorsmeeting held on February 10 2021.

The Board Evaluation Form was circulated to all Directors on parameters such as boardcomposition and quality board meetings and procedure board development succession planand independent judgement etc. The entire Board has actively participated in every Boardand Committee meeting having focused on adherence of corporate governance norms. Based onthe outcome of the evaluation and feedback of the Directors the Board and the Managementhave agreed on various action points which will be implemented in the coming financialyear.

INDEPENDENT DIRECTOR

During the year under review the independent directors has submitted certificate ofindependence under Section 149 (6) (d) of the Companies Act 2013. The policy on thefamiliarisation program for Independent Directors including details of NominationRemuneration Committee and their roles and responsibility are provided in the CorporateGovernance Report. The evaluation of Board including independent directors was carried outbased on parameters of attendance in every Board and Committee meeting participation indiscussions and independent judgement.

The details of the familiarization program for Independent Directors are posted on thewebsite of the Company and can be accessed at -http://www.morganmms.com/en-gb/investors/

BOARD MEETINGS AND ANNUAL GENERAL MEETING:

During the year the Board met four times on June 16 2020 August 7 2020 November 102020 and February 10 2021. The 35th Annual General Meeting was held on August 6 2020.The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013.

PREVENTION OF SExUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('Act') and Rules made thereunder your Company hasadopted a policy on Prevention of Sexual Harassment at Workplace. During the year theCompany has not received any complaint with allegations of sexual harassment.

RISK MANAGEMENT POLICY:

The Board considers that risk management and internal control are fundamental toachieving the Morgan Group's aim of delivering long-term sustainable growth. The RiskFramework covers business operational and financial risks reviewed by the Committee on aperiodic basis. The severity of each risk is quantified by assessing its inherent impactand mitigated probability to ensure that the residual risk exposure is understood andprioritised for control to avoid future implications.

As a result of the review the number of actions were identified to continue to improveinternal control and management of risks including adoption of protocol to protect theworkforce from COVID-19.

The Morgan Group is willing to take considered risks to develop new technologiesapplications partnerships and markets for its products and to meet customer needs. TheMorgan Group strives to eliminate risks to product quality and health and safety whichare essential to the success of our products and the safety of our people and contractors.

During the year the Committee in its meeting held on February 10 2021 has reviewedrisk relating to competition operations people management and development productquality technological obsolescence quality of contract compliances tax relatedmatters macroeconomics & political environment and development of action plan asprepared by the management for mitigating such risks relating to above risks in thefuture.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company believes commitment towards social responsibility is key to equitablegrowth and upliftment of the society that can benefit us all by encouraging moral of thesociety at respectable position.

Your Company's CSR efforts continue to focus on education skill developmenthealthcare and hygiene and all such other activities as mentioned in the Corporate SocialResponsibility Policy. We have undergone various CSR programmes during the year onmaintaining hygiene at schools green belt development at nearby industrial area andproviding basic amenities to orphanage home etc. In compliance with the provisions ofSection 135 of the Companies Act 2013 during FY 2020-21 your Company has spent Rs.6.71Lakhs and balance is identified for ongoing projects which will be spent in coming years.

The Corporate Social Responsibility policy formulated by the Company is available onthe website of the Company at - http://www.morganmms.com/en-gb/investors/

The CSR activities as undertaken by the Company are attached as Annexure - II andform part of this annual report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been vested with the authority to interalia recommend nominations for Board Membership and senior management position of theCompany and establishing criteria for selection to the Board with respect to thecompetencies qualifications experience integrity and succession plans. The committeecomprises of independent and non-executive directors of Board which details are given inCorporate Governance Report.

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Section 178 (3) and Section 197 (12) of the CompaniesAct 2013 read with Rule 5 of Companies (Appointment And Remuneration of ManagerialPersonnel) Rules 2014 is available on the website of the Company at -http://www.morganmms.com/en-gb/investors/

During the year the Nomination and Remuneration Committee met once on June 16 2020.

The details of remuneration to Directors & KMP and other details as prescribed isgiven as Annexure - III to this report.

PARTICULARS OF EMPLOYEES:

During the year under review no employee was in receipt of remuneration of Rs.102lakhs or more or employed for part of the year and in receipt of Rs.8.50 lakhs or more amonth under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

The prescribed particulars of Employees required under section 134(3)(q) read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isattached as Annexure - III and forms a part of this Report of the Directors.

CORPORATE GOVERNANCE:

As required under Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 your Company has complied with requiredregulations and provision of the Companies Act 2013. A separate section on the auditors'certificate regarding compliance of conditions of Corporate Governance is providedseparately.

CODE OF CONDUCT

The Board of Directors and Senior Management Personnel has confirmed compliance to theCode of Conduct of the Company and submitted the required annual compliance declaration tothe Company Secretary. The Managing Director Certificate on affirmation to the Code ofConduct is attached as part of Corporate Governance Report.

PRODUCT QUALITY AND CERTIFICATIONS:

The Technical Services and Product Development (TSPD) team continues to strive itscommitment for providing the highest quality of products and services to our customersacross the globe. Our purpose is to make more efficient use of world's resources and toimprove quality of life. We continuously review and analyse a set of quality parametersfor improvement of overall quality of the product. This purpose guides our actionsaiding our efforts to work with our environment informs how we treat our people andensures we fulfil our responsibility of good corporate governance.

The TSPD team has continuously focused on new product development and productenhancement by introducing process improvement changes and various re-engineering andre-designing projects. Your Company is also giving greater focus on riser tube transferladle for non-ferrous application aluminium degassing hopper linings anti-vortexplates aluminium scrap melting ductile iron flow control and induction furnace cruciblesetc.

Your Company continues to remain ISO 9001:2015 certified for Quality Management SystemStandards certified by LUCIDEON Management Systems for continuously demonstrating focus oncustomer satisfaction through product quality and services delivery and on meetingstatutory and regulatory norms.

ENVIRONMENT HEALTH AND SAFETY (EHS):

We are committed to conducting all our activities in a manner that achieves highstandards of health and safety for all employees and stakeholders. The Morgan Group'saspiration always be 'zero harm' to our employees. Preventing fatalities and seriousinjuries continues to be a focus in the organisation. We are pleased to report that yourCompany has achieved total 1872 LTI free man days with 4.28 million man hours which meanswe have had no employee or contractor fatalities in the past five years.

WORKING SAFELY DURING THE PANDEMIC:

Although our teams have now settled into new ways of working we have not lost sight ofthe requirement to always working safely. We have put in place stringent physical andprocedural COVID-19 control measures to ensure the safety of our people contractors andvisitors. During the year we have provided a COVID-19 secure environment in line withWorld Health Organization and local jurisdictional guideline.

In 2020 we conducted trainings on the topics of manual handling challengingpositively and 'we care we check'. Despite the pandemic we have continued to investigatenear misses proactively and generated a safety alert focusing on high-risk activitiesrelated to COVID-19.

There were no lost time accidents in your Company's sites however during the yearthere were 12 non-LTA injuries and 16 significant near misses reported and immediateaction has been taken on the observations of unsafe actions and unsafe conditions.Further regular monitoring of air water and soil pollution was being carried outthroughout the year through external agencies.

At Morgan we recognise the importance of our people and we strive to support theirwellbeing. We have built up a grassroots wellbeing programme called 'Better You BetterLife' which supports our purpose of improving the quality of life. In a similar way toour Morgan safety week the programme runs activities across the Group to promote healthychoices and encourages our people to take part.

OPERATIONAL HEALTH AND SAFETY IMPROVEMENTS:

- Created awareness through the FMO and respective management representatives onregular basis.

- CTO & Consent renewal under process

- CIP Plant commissioning completed and plant running successfully.

- Obtained PESO permission for use of new LPG yard.

- Various automation projects on improving productivity has been completed.

- Procured Kiosk for improving the Safety trainings to all employees.

- Installation of New STP & Shifting of ETP is completed commissioning underprogress.

- Installed art fire hydrant & sprinklers as per statutory norms.

- New high capacity Kiln & Oven commissioning completed

- Avatar phase 2 civil activities for machining product and new logistic is underprogress.

Well-being:

- MCIL Aurangabad has achieved the mile stone of 5 Years without Lost Time Accident.

- Runner-up prize for Global CAPEX & Ergonomic competition

- Focused on "Contractor Safety Management".

- Allocated E learning (refresher) courses to all staff & company workman.

- Continuous monitoring of body temp. & Oxygen level of all employees visitors atgate entrance.

- Annual medical check- up for all employees with additional parameters conducted &necessary counselling provided through medical experts.

- Strict implementation of COVID-19 protection protocol has been in place sinceMar.2020 covering entry gates canteen management toilets & facility sanitization.

- Provided the FFP2 mask & other PPEs.

- Provision of soap dispensers & automated sanitizers sanitization booths at allentry points.

- Provision of tables with partitions and use of disposable dishes glasses at canteen.

- Sanitization of work place offices project sites on daily basis and in between twoshift for shop floor.

- Sanitizations of all vehicles at gate

- RTPCR / RAT test camp for all employee as per local authorities guidelines.

FINANCE AND TAXATION:

During the Financial year 2020-21 your Company has made all statutory compliancesunder Goods and Service Tax Act Income Tax Act Foreign Trade Policy Customs Act etc.During the year your company has not received any new show cause notices (SCN) or demandnote for non-compliances. During the financial year 2020-21 your Company has liquidatedaccumulated IGST input credit of INR 557 Lakh as per provision of GST law. Our VATassessment till FY 2016-17 has been completed and refund order received from theDepartment.

Your Company has continued to apply for Export Incentives under Merchandise Exportsfrom India Scheme (MEIS) as part of the Foreign Trade Policy 2015-20. During the year2020-21 we have received Duty Benefit Scripts amounted to Rs.79 Lakhs. The process ofclaiming MEIS benefit is established and we are receiving MEIS duty benefit scripts onregular basis.

MCIL Advance Pricing Agreement (APA) with the Central Board of Direct Tax (CBDT) is inthe final stages and we are awaiting final approval from CBDT. Once APA will be signedthis will be an important milestone as it will give certainty in tax treatment ontransactions with our parent company as well as other Morgan group companies.

ETHICS AND LEGAL GOVERNANCE:

The Morgan Code underpins our commitment to our people our communities our customersour suppliers and our shareholders. It defines how we do business ethically and safely.The Morgan Code is a set of principles (supported by Group policies) that lay out how weshould conduct ourselves. The Morgan Code applies to all employees and to the extentappropriate to Morgan's business partners including agents joint venture partners andthird-party representatives.

The Morgan Code has four sections i.e working safely working ethically treating ourpeople fairly and protecting our business. The refresher training has been given to allemployees and workers periodically. It requires our people to operate not only inaccordance with applicable laws and regulations but also in line with internal rules andreporting requirements relating to areas such as ethical business behaviour tradecompliance hospitality gifts donations and sponsorships.

Ethics and Compliance Training Programme

In compliance with Morgan Group's guidelines your Company has given e-learningtraining programme to all employees on various topic of anti-bribery and corruptionconflict of interest and anti-competitive practice. Apart from employees we have alsoupdated the various changes in the Morgan policies to workers and contractual labours.Your Company shall continue to engage in various training programmes in coming year onvarious topics for refreshing the knowledge.

Ethics 'speak-up' hotline

During last year the refresher speak-up training has been given to all employees &workers. The face to face training program on various policies of the Morgan Group havebeen given to third parties and vendors with following all COVID-19 precaution guidelines.

The employees contractors or other third parties who have a question about the Code orsee something that they feel is unethical or unsafe can discuss these with their managerssupporting teams or through the ethics hotline a confidential helpline operated by anindependent company.

The ethics hotline operated by the independent third-party company EQS enablesemployees and others who are aware of or suspect misconduct illegal activities fraudabuse of Company's assets or violations of any Group policy to report these confidentiallywithout fear of retribution should they feel they cannot use a local channel. During theyear your Company has not received any complaint about frauds misconduct etc. fromanyone in the organisation or outside third parties.

Further in compliance with SEBI LODR regulations and the provisions of Companies Act2013 the policy is also available on the website-http://www.morganmms.com/en-gb/investors/

Compliance Commitment

Your Company is committed to follow all applicable local central and internationallaws & regulations wherever we operate. The Compliance Officer submits quarterlycompliance report to Audit Committee and Board Members on various applicable laws to theCompany and its compliance status thereon. During the year your Company has notidentified any non-compliance relating to various statue applicable to the Company whichaffects the business operation.

HUMAN RESOURCES:

Morgan believes our people are responsible for the culture and are the driving forcebehind our success. In return we aim to be an open and engaging organisation whereeveryone feels valued and appreciated. Our key principle is that 'it is not just what youdo but how you do it that is important'. We use our leadership behaviours and the MorganCode to guide the actions we take. This helps us to achieve our strategic aim ofdelivering performance and value creation for our stakeholders.

Further we continue to empower our employees to make them more productive andefficient in their respective areas. We strive to maintain collaborativenon-discriminative and safe working culture in the organisation. We promote equalopportunities for all employees and job applicants and do not unlawfully discriminate onthe grounds of gender pregnancy/maternity leave marriage/civil partnership status racedisability sexual orientation age religion or belief etc.

Your Company believes that we need to recruit a diverse range of professionals to helpin solving our customers' challenges including materials scientists applicationengineers and functional specialists. Our focus will remain continue in recruiting anddeveloping talent to promote our culture and ensure diverse representation in theorganisation.

We expect every employee to perform at their best reach their full potential and feelrewarded for what they do. During last year although face-to-face training per person hasbeen decreased due to the pandemic however we focused on virtual learning offering to ouremployee. The specific training on enhanced protective measures to combat the COVID-19 wasprioritised. In addition we have provided wider access to e-learning resources whichemployees can utilise on an ad- hoc basis to develop.

During the year your company has organised nearly 506 man- days training on 82 ofvarious topics against 508 man-days on 83 topics as compared to previous year fornurturing existing people's talent and motivating them to attain organisation goals. Theemployee turnover ratio was 8.08% as compared to 19.02% as compared to previous year.

The principle of pay for performance underpins our compensation approach and we setcompensation levels using external benchmarking and relevant commercial considerationsthat are both competitive and affordable. We offer shortterm performance incentives to ourmanagers and technical and functional experts. The Morgan Group recognises theaccomplishments of its people individually and as teams and makes awards to acknowledgeachievement loyalty and innovation. Recognition awards continue to be made across localbusinesses as well as to senior management with awards linked to business performance.

Your Company has conducted various training programme such as Succeeding TogetherSales Effectiveness Lean Management Ethics & Contractor Safety ManagementImportance of Aluminium & Alloys Degassing Model Selection & Assembly ChallengesAluminum Foundry & Morgan MMS Products Offering DI Pipe Manufacturing EffectivePreventive Predictive & Proactive maintenance Effective Supply Chain ManagementEmpowerment of Frontline Leads Finance for Non Finance Fire Fighting Induction Crucible-Selection & Installation Safer Precaution for COVID-19 Purchase NegotiationsSkills Root Cause Analysis Sigma process flow chart Master Class in LogisticsFlammable liquid and other technical and functional trainings to the employee and workmenof the Company.

Effective engagement enables our employees to contribute to improving Morgan's businessperformance. We keep employees informed about what is happening across the businessincluding Company results major business decisions and other matters which affect them.We seek to maintain constructive relationships with all trade and labour unions across thegeographies in which we work.

In 2020 the COVID-19 pandemic sharply elevated the need for strong employeecommunications and two-way feedback for our people. As a result we provided regularupdates using a variety of communication channels to keep our people updated on ourmitigating actions to deal with the pandemic. Our principle has been to reach our peoplefirst to discuss the impact on the business of what is happening locally and globally.

AUDITORS:

Statutory Auditors

M/s Deloitte Haskins & Sells LLP Chartered Accountants Pune (Registration No. 117366W/W-100018) were appointed as statutory auditor of the Company for a further periodof five years from conclusion of 35th Annual General Meeting until conclusion of 40thAnnual General Meeting as per approval of the members in the 35th Annual General Meetingon such professional fees and charges as mutually agreed between M/s Deloitte Haskins& Sells LLP and the Company.

The report is given by the Statutory Auditors on the financial statements of theCompany forms part of this Annual Report. There has been no qualification reservationadverse remark or disclaimer given by the Statutory Auditors in their report.

Secretarial Auditor

M/s KMP & Associates (FCS9710 / COP 11947) Practicing Company Secretaries wereappointed to conduct the Secretarial Audit of the Company for the financial year 202021as required under Section 204 of the Companies Act 2013 and rules thereunder. TheSecretarial Audit Report for financial year 2020-21 forms part of the Board's Report as Annexure- IV. The Board has continued appointment of M/s KMP & Associates PracticingCompany Secretaries as Secretarial Auditor of the Company for the financial year 2021-22.

There has been no qualification reservation adverse remark or disclaimer given bySecretarial Auditor in their report. The cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 is notapplicable to the Company during previous financial year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has overall responsibility for establishing and maintaining a sound system ofinternal control to safeguard shareholders' investment and the Company's assets and forreviewing the effectiveness of this system. Your Company has a well-established frameworkof internal controls in operation supported by Morgan Group's policies and guidelinesincluding periodic monitoring assessment and internal audit. M/s R D Jaiswal & Co.Chartered Accountant was appointed as Internal Auditors of the company to conductinternal audits for the financial year 2020-21. M/s R D Jaiswal & Co. has conductedinternal audit on half yearly basis and detailed report was submitted to Audit Committee.Further the Audit Committee reviewed the adequacy and effectiveness of the implementationof audit recommendations including those relating to strengthening your company's riskmanagement policies and systems.

In compliance with Section 177(4)(vii) of the Companies Act 2013 ("Act")the Audit Committee needs to evaluate internal financial control system of the Company andmake further reporting to the Board and as per Section 143(3) (i) of the Companies Act2013 the Statutory Auditor of the Company is required to make representation in theirAuditor Report that the Company has adequate internal financial control system in placeand operating effectively.

During the year your Company consider that the internal financial control providesreasonable assurance in the area of proper accounting controls for ensuring reliability offinancial reporting monitoring of operations safeguarding of Company's assetstransactions are authorised and recorded in a correct and timely manner and that suchcontrols would prevent or detect within a timely period material errors orirregularities. The system is designed to mitigate and manage risk rather than eliminateit and to address key business and financial risks. The Company has continued emphasisedto align all its processes and controls as per Morgan Group's guidelines and policies.

Your Company as well as statutory internal & secretarial auditors has madeperiodic checks relating to prevention and detection of frauds and errors accuracy andcompleteness of accounting records timely preparation of financial statements andapplicable statutory compliances to the Company's business. The internal auditor andstatutory auditor during their audit have not found any significant gaps for the financialyear 2020-21 however have made certain recommendation for continuous improvement of theprocess.

ANNUAL RETURN:

In accordance with Section 92 and Section 134 of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 is available on theCompany's website - https://www.morganmms.com/en-gb/investors/

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financials year ended March 312021 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year andprofit of the Company for the year;

(iii) The Directors have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) The Directors have prepared the annual accounts on a 'going concern' basis;

(v) The directors have laid down internal financial controls which are adequate andare operating effectively;

(vi) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPF rules")all unpaid or unclaimed dividends are required to be transferred by the Company to theIEPF established by the Government of India after the completion of seven years.Further according to the rules the shares on which dividend has not been paid or claimedby the shareholders for seven consecutive years or more shall also be transferred to theDemat Account of IEPF Authority.

During the year your Company has transferred the unpaid and unclaimed dividends forthe financial year 2012-13 of Rs.53671/- to IEPF Authority.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION And Foreign ExCHANGE Earnings AND OUTGO:

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are enclosed as Annexure - V tothe Board's report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to offer their sincere thanks to variousDepartments of the Central and State Governments our Bankers Shareholders Customers& Consultants for their unstinted support and assistance. Your Directors also placetheir deep appreciation to employees at all levels for their hard work solidaritydedication and commitment and look forward to their continued support in the future.

For and on behalf of the Board

Vikas kadlag Aniruddha karve
(Managing Director) (Director)
DIN: 05122774 DIN: 07180005
Place: Aurangabad
Date: May 31 2021

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