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Morganite Crucible (India) Ltd.

BSE: 523160 Sector: Engineering
NSE: N.A. ISIN Code: INE599F01020
BSE 00:00 | 05 Dec 978.90 6.20
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NSE 05:30 | 01 Jan Morganite Crucible (India) Ltd
OPEN 972.70
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VOLUME 402
52-Week high 1220.00
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P/E 13.83
Mkt Cap.(Rs cr) 548
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Sell Price 0.00
Sell Qty 0.00
OPEN 972.70
CLOSE 972.70
VOLUME 402
52-Week high 1220.00
52-Week low 835.00
P/E 13.83
Mkt Cap.(Rs cr) 548
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Morganite Crucible (India) Ltd. (MORGANITECRUCIB) - Director Report

Company director report

AND MANAGEMENT DISCUSSION AND ANALYSIS

To

The Members

Your Directors are pleased to present the 37th AnnualReport together with the Audited Financial Statements of the Company for the financialyear ended March 31 2022.

FINANCIAL PERFORMANCE:
(Rs in Lakhs)
Particulars 2021-22 2020-21
Revenue from Operations 15235 10685
Other income 2896 409
Total income 18131 11094
Operating Expenses 12253 9475
Mehsana Relocation Cost - 160
Profit before finance cost depreciation and amortisation 5878 1459
Depreciation and 740 566
Amortisation Expense
Profit before tax 5138 894
Provision for tax 1109 677
Exceptional Item (310) 310
Profit after tax (Loss) 4339 (93)

DIVIDEND:

Pursuant to approval of Board of Directors in their meeting held onNovember 12 2021 your Company paid special interim dividend of ` 42/- per share to theequity shareholders of the Company as on record date of November 25 2021. In viewperformance recorded by the Company as of March 31 2022 and in alignment to the DividendDistribution Policy of the Company your Directors are pleased to recommend final dividendof ` 12/- per share to the equity shareholders of the Company as on record date ofSeptember 20 2022.

PERFORMANCE REVIEW:

The Company revenue from Operations for the financial year 2021-22 was` 15235/- lakhs 42% higher than ` 10685/- lakhs in the previous year. The gross profitbefore tax and depreciation were ` 5878/- lakhs as compared to ` 1459/- lakhs in theprevious year. The operating expenses increased to

` 12253/- lakhs as compared to ` 9475/- lakhs in the previous yearbased on higher production levels.

The second wave of COVID-19 in India has had severe consequences onhuman life and overall industry and overall economic development owing to the severalregulatory restrictions interruptions in supply chain and availability of resources.However your Company maintained strict COVID-19 controls and protocols across thebusiness as needed in line with the regulatory requirements and Morgan Group COVID-19standards.

Despite all these operating challenges your Company able to deliverthe strong results and profitability compared to the previous year.

Further no other material changes or commitments have occurred betweenthe end of the financial year and the date of this Report which affect the financialstatements of the Company in respect of the reporting year.

ECONOMIC SCENARIO AND OUTLOOK:

Before the COVID-19 pandemic hit in early 2020 Indian economic growthrate was already slowing to multi-year lows. The rapidly surging COVID-19 cases forced thegovernment to impose a nationwide lockdown which resulted in India's first recessionin FY21 after a gap of many years. While the economy was showing signs of improvement thesecond wave beginning in March 2021 led to loss of many more lives and furtherdeceleration of growth momentum which took the majority of 2021 to recover before theOmicron wave at the beginning of 2022. However data indicates that the Indian economycame out of the Omicron wave in February 2022 with little damage in stark contrast withthe two previous coronavirus waves.

On the other hand with the ongoing Russia-Ukraine conflict thatstarted in Feb 2022 the global supply chains for commodities and energy were thrown intochaos worsening the effects of the pandemic that preceded the conflict._ The conflict hasalso brought in severe financial sanctions and political pressure on Russia from the restof the world and it is obvious that these will likely have unpredictable and undesiredimplications on the global financial system and economy in the months to come.

India's underlying economic fundamentals are strong and despitethe short-term turbulence the impact on the long-term outlook is expected to be marginal.The results of the Indian government's growth-enhancing policies and schemes theemphasis on manufacturing in India with various government incentive schemes and risingservices exports on the back of stronger digitization and technology transformation willdrive the growth in coming years.

In view of above scenario India's GDP is expected to grow torange between 7.5% and 8.0% in FY 2022–23 and between 6.7% and 7.1% in FY2023–24. The continued rise of commodity and crude prices with supply chaindisruption and sanctions will add to global inflation which will also feed increases indomestic prices. The production-cost escalations across industries will result in higherproducer prices which will likely impact consumer prices depending on the degree ofpass-through to consumers. This creates a policy dilemma for the Reserve Bank of Indiathat has to balance the continued support for the ongoing economic recovery with the needto rein in inflation. The focus of the government on the manufacturing sector withinitiatives like ‘Make in India' and ‘Skill India' has certainlycreated positive economic sentiments amongst the business community albeit with abundantcaution.

Indian Foundry Industry Insight:

Impacts of the COVID-19 pandemic over the past several years and nowthe Russia-Ukraine conflict that have resulted in the increase in raw material costs andsemiconductor prices coupled with supply chain disruptions have created significantheadwinds for the Indian automobile and foundry industry this year thereby affectinggrowth. However the long-term growth prospects for the industry remain strong.

As the automobile sector consumes majority of aluminium castingproduced in India casting consumption per vehicle is expected to increase considerably innext few years owing to the continued shift from iron to lighter castings materials formanufacturing fuel-efficient automobiles and electronic vehicles (EVs). This should createa multiplier effect over the volume growth in the automotive industry The expansion ofinfrastructure by the government is also expected to generate demand for a wide variety ofmachinery and equipment which will create fresh demand for metal castings. The market isdriven by the focus on technology upgrades such as those for reducing carbon emissionsand increasing business confidence within the foundry industry.

Further the key growth drivers of the market such as foundry sectoracross India are presently upgrading facilities and technologies in a bid to improve theirproductivity and increase their capacity. Further re-implementation of Public ProcurementPolicy Pradhan Mantri MUDRA Yojana Make in India Start-up India and Skill Indiainitiatives are helping in the growth of the MSME sector in the country which is both aproducer and consumer of metal castings.

Your Company aims to deliver great value through our products andtechnical services so that our customers choose us as their ‘go-to' supplier. Todo this effectively your Company is actively engaging with customers and developingmutual trust and constructive dialogue. Your Company is looking forward growing demand foradvanced materials as customers push the boundaries of their technology and we have beenworking closely with our customers to develop new solutions for their next generation ofproducts and processes.

EXPANSION PROJECT Project Avatar – Phase II

As of December 31 2021 your Company has completed the relocation ofentire plant and machineries from Mehsana to Aurangabad and disposal of the land andbuilding assets. Your Company has made significant progress in completing the remainingexpansion activity at the Aurangabad site including installation of required machineriestransferred from Mehsana construction of new logistics & warehouse building and is inprocess to approach the various government agencies for final approval.

CHANGES IN SHARE CAPITAL

The paid-up equity share capital of the Company stood at ` 280 lakhs ason March 31 2022. During the year the Company has not issued any shares or convertiblesecurities and does not have any Scheme for issue of shares including sweat equity to theemployees or Directors of the Company.

PUBLIC DEPOSIT:

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

RELATED PARTY TRANSACTIONS:

During the year under review all related party transactions enteredduring the year were in the ordinary course of business and on an arms-length basis. Incompliance with the provisions of Section 188 of Companies Act 2013 and Regulation 23 ofSecurities Exchange Board of India (‘SEBI') (Listing Obligations and DisclosureRequirements) Regulations 2015 (‘Listing Regulations') the Audit Committeehad given omnibus approval for related party transactions which were repetitive in natureand entered with fellow Group subsidiary companies for the sale and purchase of goods andservices for a period of one year. The Company has also obtained approval of members formaterial related party transactions which exceeds threshold limit based on annualturnover. The Audit Committee reviewed the current details of the related partytransaction on a quarterly basis. Further there were no materially significant relatedparty transactions entered into by the Company with Promoters Directors Key ManagerialPersonnel or others which may raise a potential conflict of interest with the Company orrequires approval of the shareholders. Further the Company has not given any loans andadvances to any associate company or to firms/companies in which the directors haveinterest hence disclosure as per Regulation 34(3) of Listing Regulations is notapplicable. During the fiscal year 2021-22 the Non-Executive Directors of the Company hadno pecuniary relationship or transactions with the Company.

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

As per Regulation 46 of Listing Regulations the Policy on Materialityof Related Party Transactions and dealing with Related Party Transactions is available onCompany's website at http://www.morganmms.com/en-gb/investors/

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEENTHE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

During the year under review there have been no other material changesor commitments made which affect the financial position of the Company between the end ofthe financial year and the date of the report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year under review the Company have not provided any loansgiven guarantees and made investments covered under Section 186 of the Companies Act2013.

BOARD OF DIRECTORS:

During the year under review Mr Vikas Kadlag Managing Director of theCompany resigned from the Board effective from February 12 2022. Your Company is incompliance with applicable provisions of Companies Act 2013 and Listing Regulations interms of composition of Board of Directors and various committees.

In accordance with provisions of Companies Act 2013 and the Article ofAssociations of the Company Mr. Martin Coll Non-Executive Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment.

Brief profile of the directors appointed/ reappointed during the yearunder review and till the date of report is given below.

Mr. Martin Coll (DIN: 08399389) joined Morgan in 2016 as FinanceManager in the Specialty Ceramics and Electrical Carbon business. In 2017 he wasappointed Finance Director of Composites & Defence Systems where he took a lead rolein two restructuring programs and most recently the disposal of the business. Mr MartinColl is an ACA qualified Chartered Accountant (Institute of Chartered Accountants inEngland & Wales) and has extensive international finance experience working forMoneyGram and Honeywell Process Solutions in the Middle East and Asia in roles where hecontributed significantly to business growth developing strategy and leading the financefunction. Currently Mr Martin Coll is the Finance Director of the Molten Metal Systems(MMS) global business unit of the Group since 2019 and also non-executive Director andmember of the Audit Committee of your Company.

During the year under review the independent directors has submittedcertificate of independence under Section 149 (6) (d) of the Companies Act 2013. Thepolicy on the familiarisation program for Independent Directors including details ofNomination & Remuneration Committee and their roles and responsibility are provided inthe Corporate Governance Report. The evaluation of Board including independent directorswas carried out based on parameters of attendance in every Board and Committee meetingparticipation in discussions and independent judgement.

The details of the familiarization program for Independent Directorsare posted on the website of the Company and can be accessed at -http://www.morganmms.com/en-gb/investors/ Pursuant to Sections 149 152 and otherapplicable provisions if any of the Companies Act 2013 Mr Mukund Bhogale (DIN:00072564) Chairman and Independent Director of the Company was re-appointed for a term of3 consecutive years commencing from August 9 2021 in the 36th Annual GeneralMeeting of the Company held on August 5 2021.

KEY MANAGERIAL PERSONNEL:

Pursuant to provisions of Section 2(51) of the Companies Act 2013 thefollowing officials are ‘Key Managerial Personnel' of the Company during thefinancial year ending March 31 2022 –

1. Mr Vikas Kadlag – Managing Director

(Resigned from the Board effective from February 12 2022)

2. Mr Hanumant Mandale – Chief Financial Officer (Appointedeffective from November 12 2021)

3. Mr Rupesh Khokle – Company Secretary

BOARD EVALUATION

As per Regulation 17(10) of Listing Regulations and Section 178 of theCompanies Act 2013 the annual evaluation process of the Board of Directors asindividual Director and Board as a whole were carried out internally in the Board ofDirectors meeting held on February 14 2022.

The Board Evaluation Form was circulated to all Directors forevaluation based on parameters such as board composition and quality board meetings andprocedure board development succession plan and independent judgement etc. The entireBoard has actively participated in every Board and Committee meeting with focus onadherence of corporate governance norms. Based on the outcome of the evaluation andfeedback of the Directors the Board and the Management have agreed on various actionpoints which will be implemented in the coming financial year.

BOARD MEETINGS AND ANNUAL GENERAL MEETING:

During the financial year 2021-22 the Board met five times thedetails of which are mentioned in the Corporate Governance Report. The necessary quorumwas present in all the Board and Committee meetings during the year. The 36thAnnual General Meeting was held on August 5 2021. The intervening gap between any twomeetings was within the period prescribed by the Companies Act 2013.

PARTICULARS OF EMPLOYEES:

During the year under review no employee was in receipt ofremuneration of ` 102 lakhs or more or employed for part of the year and in receipt of `8.50 lakhs or more a month under Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

A Statement containing particulars of top 10 employees is provided inthe Annexure forming part of this report. In terms of proviso to Section 136(1) of theAct the Report and Accounts are being sent to the Shareholders excluding the aforesaidAnnexure. The said Statement is also open for inspection. Any member interested inobtaining a copy of the same may write to the Company Secretary.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 (‘Act') and Rules madethereunder your Company has adopted a policy on Prevention of Sexual Harassment atWorkplace. During the year the Company has not received any complaint with allegations ofsexual harassment.

RISK MANAGEMENT POLICY:

The Board of Directors established risk management methodology whichseeks to identify prioritise and mitigate risks underpinned by a ‘three lines ofdefence' model comprising an internal control framework internal monitoring andindependent assurance processes.

The Board considers that risk management and internal control arefundamental to achieving the Morgan Group's aim of delivering long-term sustainablegrowth. The Risk Framework covers business operational and financial risks reviewed bythe Committee on a periodic basis. The severity of each risk is quantified by assessingits inherent impact and mitigated probability to ensure that the residual risk exposure isunderstood and prioritised for control to avoid future implications.

During the year the Board reviewed the status of all principal andemerging risks with a significant potential impact on the Company performance. Thesereviews included an analysis of both the principal risks and emerging risks together withthe controls monitoring and assurance processes established to mitigate those risks toacceptable levels. As a result of the review the number of actions were identified tocontinue to improve internal control and management of risks including improvement onsafety and ethics of the Company.

The Committee met on two occasions on November 12 2021 and February14 2022 and reviewed risk relating to competition operations people management anddevelopment product quality technological obsolescence quality of contractcompliances tax related matters macroeconomics & political environment anddevelopment of action plan as prepared by the management for mitigating such risksrelating to above risks in the future.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company's CSR efforts continue to focus on education skilldevelopment healthcare and hygiene and all such other activities as mentioned in theCorporate Social Responsibility Policy. We_ have undertaken various CSR programmes duringthe year on green belt development vocational skill development and COVID-19 vaccinationsupport to the society and providing basic amenities to an orphanage home etc. Incompliance with the provisions of Section 135 of the Companies Act 2013 during FY2021-22 your Company has fully spent the entire amount that is required to be spent underCSR. The Company has revised the CSR policy during the year in line with amendedprovisions and Schedule VII of the Companies Act 2013.

The Corporate Social Responsibility policy formulated by the Company isavailable on the 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 and form part of this annual report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been vested with theauthority to inter alia recommend nominations for Board Membership and seniormanagement position of the Company and establishing criteria for selection to the Boardwith respect to the competencies qualifications experience integrity and successionplans. The committee comprises of independent and non-executive directors of Board whichdetails are given in Corporate Governance Report.

The policy of the Company on directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under Section 178 (3) and Section197 (12) of the Companies Act 2013 read with Rule 5 of Companies (Appointment AndRemuneration of Managerial Personnel) Rules 2014 is available on the website of theCompany at - http://www.morganmms.com/en-gb/investors/ During the year the Nomination andRemuneration Committee met 3 times on May 31 2021 November 12 2021 and February 112022. The details of remuneration to Directors & KMP and other details as prescribedis given as Annexure – III to this report.

CORPORATE GOVERNANCE:

The Board is always striving for the long-term sustainable success forthe shareholders of the Company and oversees how the organisation generates and preservesvalue. It aligns with the Morgan's Group purpose sets the strategic direction andmonitors Morgan Advanced Materials' culture to ensure this is aligned to thestrategic vision in all their subsidiary companies.

As required under Listing Regulations your Company has complied withrequired regulations and provisions of the Companies Act 2013. A separate section oncorporate governance practices followed by your Company together with a certificate fromDeloitte Haskins & Sells LLP Chartered Accountants on compliance with corporategovernance norms under the Listing Regulations is provided with this report.

CODE OF CONDUCT

While the Morgan Code is applicable to all level of employees theBoard of Directors as per Schedule IV of the Companies Act and Regulation 26 of theListing Regulations have adopted for all Board members key managerial personnel andsenior management. Pursuant applicable Listing Regulations senior management has confirmedthe compliance to the Code of Conduct of the Company and submitted the required annualcompliance declaration to the Company. The Chairman Certificate on affirmation to the Codeof Conduct is attached as part of Corporate Governance Report.

The detail of the Code of Conduct is available on website of theCompany i.e. www.morganmms.com

PRODUCT QUALITY AND CERTIFICATIONS:

Morgan's purpose is to use advanced materials to help make moreefficient use of the world's resources and to improve the quality of life. Thiscomes down to the engineering of high-performance materials and specialized products thatoffer reliable solutions to the technical challenges that our customers have and we arecommitted to help our customers achieve more by using our quality of products andservices. The quality objective we measure and strive to continuously improve productquality reliability and durability. In order to improve customer satisfaction ourtechnical services and product team encourages in constant communication with customerssuppliers and employees carries out continuous development and refinement of new designsproducts and applications and enhancement of technical specifications and supportservices.

Morgan's global footprint enables the company to supply acustomer's needs anywhere in the world which means local and global expertise thatMorgan can leverage which we are keen to demonstrate. Your Company is equipped with widerange of engineering capabilities specialist engineering teams and all requiredinstallation support to help customer to gain maximum benefits from the Morgan'sproduct. We continuously review and analyse manufacturing quality parameters forimprovement of overall quality of the product. This purpose guides our actions aidingour efforts to work with our environment informs how we treat our people and ensures wefulfil our responsibility of good corporate governance.

Your Company continues to remain ISO 9001:2015 certified for QualityManagement System Standards certified by LUCIDEON Management Systems for continuouslydemonstrating focus on customer satisfaction through product quality and servicesdelivery and on meeting statutory and regulatory norms.

ENVIRONMENT HEALTH AND SAFETY (EHS):

At Morgan Advanced Materials we are committed to a sustainable future.Our aim is to ensure that our products and manufacturing processes are designed built andmanaged in a way that enhances their value to society and our environment. We are workingtowards our aspiration of ‘zero harm' to all our employees. We are committed toconducting all our activities in a manner that builds a caring safety culture and developsa world-class safety system that supports this effort. We are also committed to align ourstrategy to Morgan's ESG priorities as per below –

WORKING SAFELY DURING THE PANDEMIC:

We have maintained our COVID-19 controls in the factory premises inline with the regulatory norms and Morgan Group COVID-19 protection standards. Ouremployees have been diligent in looking out for one another and following our protocols tokeep each other safe. We had organised a COVID-19 vaccination camp to help protect theirteam from the virus. The vaccination camp was available to all third-party serviceproviders staff members including shop-floor workers casual labourers trainees andtheir family members.

There was one lost time accident reported on the site and themanagement has covered the medical treatment of the injured worker and allowed himsufficient time period for recovery. Further there were 13 first-aid injuries and 12significant near misses reported and immediate action were taken on the observations ofunsafe actions and unsafe conditions. We are regularly monitoring air water and soilpollution in the factory premises and corrective measures being taken for any excessivelimit.

‘thinkSAFE'

At Morgan Advanced Materials ‘thinkSAFE' is a mindset. Thismeans we approach every moment of every working day with safety in mind. We do this bybeing curious not complacent by looking out for each other and by speaking up aboutsafety issues. We consider safety in everything that we do because we care.

The six Morgan ‘thinkSAFE' commitments provide guidance onhow we should behave and remind us that:

O We care and we consider the impact of our decisions;

O We must be trained and always follow the safety rules;

O We take 5 for safety and stop for danger;

O We don't walk by and we report safety problems we identify;

O We challenge positively and respect those who challenge us;

O Zero harm every time all the time.

During the year we conducted ‘thinkSAFE' refresher trainingprogramme for all shop floor workers staff employees and agency employee.

Operational Health and Safety Improvements:

- Received revised Consent To Operate shifting the company from Red toOrange category for a period of 6 years until 2027

- Successfully installed high temperature Kiln-6 Kin-7 and Ovenswithout any safety incidents

- Installed robot in clay graphite area to eliminate manual handlingand ergonomic issues.

- Solar Phase II installation on remaining area of the premises

- Dedicated Fire hydrant and Sprinkler system installed with separatewater storage tank to meet any exigencies

- Various automation projects improving productivity has been completed

- Continue to receive PESO permission for use of new LPG yard

- New STP & ETP being used and STP treated water is being usedinternally for gardening purpose.

- Installed dust collector for rotary dryer system and also procured 3portable dust collector to reduce dust level in the factory

Employee Well-being:

- Followed all regulatory and Group COVID-19 protocols and conductedRT-PCR testing to reduce the infections in the society

- Organised COVID-19 Vaccination camp to all third parties employeesshop floor workers and their family members

- Regular mentoring and awareness being carried out for protecting fromCOVID-19 infection and required support was given to affected employees and their familymembers

- Purchased ambulance to meet medical emergency in the plant

- Use of N95 respiratory masks & other necessary PPEs has been inplace as our EHS policy guidelines and same has been critically monitored continuously.

FINANCE AND TAXATION:

During the financial year 2021-22 your Company has successfully signeda Unilateral Advance Pricing Agreement with the Central Board of Direct Taxes (CBDT) onAugust 18 2021. The Company has also applied for Unilateral Advance Pricing Agreement forfurther period of five years from the financial year 2021-22 to 2025-26. We haveliquidated accumulated IGST input credit of ` 368.28 Lakhs as per provision of GST law.Our VAT assessment till FY 2017-18 has been completed and refund order received from theDepartment.

Your Company has continued to apply for Export Incentives underMerchandise Exports from India Scheme (MEIS) as part of the Foreign Trade Policy. Duringthe year 2021-22 we have received Duty Benefit Scripts amounted to ` 99 Lakhs. Theprocess of claiming MEIS benefit is well established and we are receiving MEIS dutybenefit scripts on regular basis.

ETHICS AND LEGAL GOVERNANCE:

We remain committed to operating ethically in everything we do in ourbusiness. Morgan's renewed ethics and compliance strategy will guide the efforts overthe coming years to strengthen and embed our ethical culture and reinforce controls in keycompliance risk areas covered by the Morgan Code.

The Morgan Code is a foundational component of our ethics andcompliance programme. The Morgan Code is a set of principles supported by Group policieswhich set out how we must conduct ourselves in support of our people our communities ourbusiness partners and our shareholders. It applies to all employees and extends asappropriate to Morgan's business partners including agents and other third-partyrepresentatives.

The Morgan Code underpins our commitment to our people ourcommunities our customers our suppliers and our shareholders. It defines how we dobusiness ethically and safely. The Morgan Code is a set of principles (supported by Grouppolicies) that lay out how we should conduct ourselves.

The Morgan Code applies to all employees and to the extent appropriateto Morgan's business partners including agents joint venture partners andthird-party representatives.

The Morgan Code has four sections i.e working safely workingethically treating our people fairly and protecting our business. It requires our peopleto operate in accordance with applicable laws regulations and Company policies andprocesses relating to areas such as ethical business behaviour trade compliance giftsand entertainment donations and sponsorships.

Ethics and Compliance Training Programme

In compliance with Morgan Group's guidelines your Company hasgiven e-learning training programme to all employees on various topic of anti-bribery andanti-corruption conflict of interest and anti-competitive practices. Apart from thise-learning we have arranged Ethics Theme of the Month session for all employees onmonthly basis where various topics and incidence shared with all employees to raiseawareness on ethics and compliance.

‘Speak-up' Ethics Helpline

We maintain a confidential ‘Speak Up' ethics helplineoperated by an independent third party where anyone can raise a concern or report asuspected violation of our policies procedures or the law as an alternative channel toreporting concerns internally. Reporters can raise concerns by telephone web form oremail and may elect to remain anonymous. The employees contractors or other third partieswho have a question about the Code or see something that they feel is unethical or unsafecan discuss these with their managers supporting teams or through the ethics hotline aconfidential helpline operated by an independent company.

During the year there were 3 complaints were raised by the employeesand third parties and all concerns were reviewed or investigated and necessarydisciplinary and/or corrective action were taken as appropriate.

Further in compliance with Listing Regulations and the provisions ofCompanies Act 2013 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 andinternational laws & regulations wherever we operate. The Compliance Officer submitsquarterly compliance report to the Audit Committee and Board Members on various applicablelaws to the Company and its compliance status thereon. During the year your Company hasnot identified any non-compliance relating to the various statutes applicable to theCompany's business operations.

HUMAN RESOURCES:

Our people contribute to the culture and are the driving force behindour success. In return we aim to be a caring organisation where everyone feels valued andappreciated. Our key principle is that ‘it is not just what you do but how you doit' 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 moreproductive and efficient 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 statusrace disability sexual orientation age religion or belief etc.

Your Company believes that we need to recruit a diverse range ofprofessionals to help in solving our customers' challenges including materialsscientists application engineers and functional specialists. Our focus will remaincontinue in recruiting and developing talent to promote our culture and ensure diverserepresentation in the organisation.

We emphasis on every employee to perform at their best reach theirfull potential and feel rewarded for what they do. During the last year althoughface-to-face training per person has been decreased due to the pandemic we focused onvirtual learning offerings to our employee. The specific training on enhanced protectivemeasures to combat the COVID-19 was prioritised. In addition we have provided wideraccess to e-learning resources which employees can utilise on an ad-hoc basis to develop.

During the year your company has organised nearly 2470 man-daystraining on 15 various topics against 308 man-days as compared to previous year fornurturing existing people's talent and motivating them to attain organisation goals.The employee turnover ratio was 8.08% as compared to 19.02% as compared to previous year.

The principle of pay for performance underpins our compensationapproach and we set compensation levels using external benchmarking and relevantcommercial considerations that are both competitive and affordable. We offer short-termperformance incentives to our managers and technical and functional experts. The MorganGroup recognises the accomplishments of its people individually and as teams and makesawards to acknowledge achievement loyalty and innovation. Recognition awards continue tobe made across local businesses as well as to senior management with awards linked tobusiness performance.

YourCompanyhasconductedvarioustrainingprogrammesuchas Ethics &Contractor Safety Management Occupational Diseases and its preventive measures FirstAid Near miss reporting Total Risk Assessments Leadership Development programme i.e.ELEVATE Model Selection & Assembly Challenges Aluminum Foundry & Morgan MMSProducts Offering Effective Preventive Predictive & Proactive maintenance SaferPrecaution for COVID-19 Purchase Negotiations Skills Root Cause Analysis and othertechnical and functional trainings to the employee and workmen of the Company.

Effective engagement enables our employees to contribute to improvingMorgan's business performance. We keep employees informed about what is happeningacross the business including Company results major business decisions and othermatters which affect them. We seek to maintain constructive relationships with all tradeand labour unions across the geographies in which we work.

In 2021 we communicated and engaged our people on our new executionpriorities and longer-term aspirations. Our aspiration is for all employees to understandand engage with our longer-term ambitions so that they can both relate to and contributeto them. In 2021 we conducted our employee engagement survey ‘Your Voice'. 77%of our people participated. Although the overall engagement score declined to 50%compared to 55% from a 2019 pulse survey employee feedback from ‘Your Voice'showed strong employee alignment with Morgan's purpose and good focus on thecustomer.

Your Company has also signed a Memorandum of Settlement on November 302021 with All Marathwada Kamgar Union for a period of 3 years until December 31 2023.

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 fora further period of five years - from conclusion of 35th Annual General Meetinguntil conclusion of 40th Annual General Meeting - as per approval of themembers in the 35th Annual General Meeting with professional fees and chargesas mutually agreed between M/s Deloitte Haskins & Sells LLP and the Company.

The report given by the Statutory Auditors on the financial statementsof the Company forms part of this Annual Report. There has been no qualificationreservation adverse remark or disclaimer given by the Statutory Auditors in their report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s KMP &Associates (FCS9710 / COP 11947) Practicing Company Secretaries were appointed toconduct the Secretarial Audit of the Company for the financial year 2021-22. TheSecretarial Audit Report for financial year 2021-22 forms part of the Board's Reportas Annexure - IV. The Board has continued appointment of M/s KMP & AssociatesPracticing Company Secretaries as Secretarial Auditor of the Company for the financialyear 2022-23.

There has been no qualification reservation adverse remark ordisclaimer given by Secretarial Auditor in their report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has overall responsibility for establishing and maintaining asound system of internal control to safeguard shareholders' investment and theCompany's assets and for reviewing the effectiveness of this system. Your Company hasa well-established framework of internal controls in operation supported by MorganGroup's policies and guidelines including periodic monitoring assessment andinternal audit. M/s R D Jaiswal & Co. Chartered Accountants internal auditors of theCompany have conducted internal audit on half yearly basis and detailed report wassubmitted to Audit Committee on half yearly basis. Further the Audit Committee reviewedthe adequacy and effectiveness of the implementation of audit recommendations includingthose relating to strengthening your company's risk management policies and systems.

In compliance with Section 177(4)(vii) of the Companies Act 2013 theAudit Committee needs to evaluate internal financial control systems of the Company andmake further reports 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 considered that the internal financialcontrol provides reasonable assurance in the area of proper accounting controls forensuring reliability of financial reporting monitoring of operations safeguarding ofCompany's assets transactions are authorised and recorded in a correct and timelymanner and that such controls would prevent or detect within a timely period materialerrors or irregularities. The system is designed to mitigate and manage risk rather thaneliminate it and to address key business and financial risks. The Company has continuedemphasised to align all its processes and controls as per Morgan Group's guidelinesand policies.

Your Company as well as statutory internal & secretarial auditorshas made periodic checks relating to prevention and detection of frauds and errorsaccuracy and completeness of accounting records timely preparation of financialstatements and applicable statutory compliances to the Company's business. Theinternal auditor and statutory auditor during their audit have not found any significantgaps for the financial year 2021-22 however have made certain recommendation forcontinuous improvement of the process.

ANNUAL RETURN:

In accordance with Section 92 and Section 134 of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 isavailable on the Company's website - https://www.morganmms.com/en-gb/investors/

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (3) (c) of the CompaniesAct 2013 with respect to Directors' Responsibility Statement it is herebyconfirmed that: (i) In the preparation of the annual accounts for the financials yearended March 31 2022 the applicable accounting standards have been followed along withproper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and profit of the Company for the year;

(iii) The Directors have taken proper and sufficient care formaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a ‘goingconcern' basis;

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

(vi) The directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and such systems are adequate and operatingeffectively.

For and on behalf of the Board
Mukund Bhogale Aniruddha Karve
(Chairman) (Director)
DIN: 05122774 DIN: 07180005

Place: Aurangabad

Date: May 25 2022

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