godawari power ispat ltd share price Directors report


To the Members,

Your Directors have pleasure in presenting the 23rd Annual Report on the business & operations of the Company together with the Standalone and Consolidated Audited Financial Statement for the year ended 31st March 2022.

1. FINANCIAL HIGHLIGHTS:

Consolidated

Particulars
2021-22 2020-21 2021-22 2020-21
Gross Revenue from operations 5,074.60 3,640.87 5,399.18 3,957.64
Other Income 18.34 5.20 29.37 3.39
Total Revenue 5,092.94 3,646.07 5,428.55 3,961.03
Operating expenses 3,293.62 2,596.86 3,535.01 2,820.64
Profit before Interest, Depreciation, Tax and Amortization 1,799.32 1,049.21 1,893.54 1,140.39
(EBIDTA)
Finance Costs 17.35 109.99 19.69 114.96
Depreciation and amortization expenses 101.75 96.49 104.7 108.96
Profit/(loss) before exceptional item and tax 1,680.22 842.73 1,769.15 916.47
Add: Share of Profit/(Loss) of Associates & Joint Ventures net of tax 0.00 0.00 65.17 30.03
Exceptional item 98.74 63.00 98.74 0.00
Profit/(Loss) Before Taxation 1,778.97 905.73 1,933.07 946.50
Taxation (including Deferred Tax) 428.00 279.97 451.15 307.07
Profit/(Loss) after Taxation (PAT) 1,350.96 625.76 1,481.92 639.43

2. REVIEW OF PERFORMANCE:

Your Company?s performance during the year under review has been record high and highest ever in the history of the Company, in view of higher demand for iron ore pellets in international and domestic market, coupled with higher demand of sponge iron & other finished products. In view of higher demand, the realizations of all the products have also increased especially in iron ore pellets in the first half of the year and sponge iron, ferro alloys & finished steel products in the second half of the year, as compared to previous year which in turn contributed towards increased operating margins/EBIDTA of the Company. As communicated in our last reports, the Company?s efforts for making high grade pellets has been successful and also contributed to the profitability of the Company. Given the above backdrop, the highlight of standalone & consolidated results are given below:

Standalone Operations:

Revenue from operations for the year increased by

39.38% to H5,074.60 Crores as compared to H3,640.87

Crores achieved during previous Financial Year.

EBIDTA for the year increased by 71.49% to H1799.32 Crores as compared to EBIDTA of H1049.21 Crores achieved in previous Financial Year.

Profit after tax increased by 115.89% to H1350.96 Crores (excluding profit from sale of investments) as compared to net profit of H625.76 Crores in previous Financial Year.

Consolidated Operations:

Revenue from operations for the year increased by

36.42% to H5399.18 Crores as compared to H3957.64

Crores during the previous Financial Year;

EBIDTA for the year increased by 66.04% to H1893.54 Crores as compared to EBIDTA of H1140.39 Crores achieved during previous Financial Year.

Profit after tax during the year increased by 131.76% to H1481.92 Crores as compared to net profit after tax of H639.43 Crores during previous Financial Year.

The detailed comments on the operating & performance of the Company, during year under review has been given in the Management Discussions & Analysis.

3. DIVIDEND:

Your Company has paid an interim dividend of H5 per equity share of H 10/- each (previous year H5/- per share), before subdivision of equity shares & issue of bonus shares and recommended final dividend ofH8.50 per equity share of H5/- each (previous year H13.5 per equity share of face value of H10/-) on the enhanced paid up capital of the Company after subdivision of equity shares & issue of bonus shares for the financial year 2021-22. The outflow of funds on account of interim dividend was H17.62 crores (previous year H17.62 crores) and final dividend shall be H119.80 crores (previous year H45.57 crores) The final dividend for the financial year 2021-22, if approved, by the shareholders of the company in the ensuing Annual General Meeting, the same will be paid in due course as per the applicable provisions.

4. SHARE CAPITAL:

During the year under review, the shareholders in their Extra Ordinary General Meeting (EGM) held on 14th October, 2021 has approved the:

1. Alteration of capital Clause in Memorandum of

Association (MOA) consequent upon sub division.

2. Increase in Authorised Share Capital of the Company from H53,00,00,000 to H 74,00,00,000.

3. Sub division of 1 (One) equity share of H10/- each into 2 (Two) equity share of H5/- each.

4. Issue of Bonus Shares of H5/- each fully paid up for every 1 (One) Equity Shares.

Consequently the Authorised Share Capital has been increased from H53,00,00,000 to H74,00,00,000 divided into 14,16,00,000 Equity Shares of H5/- each and 32,00,000

Preference Shares of H10/- each.

As on 31st March, 2022, the paid up Equity Share Capital of the company was H70.47 Crores divided into 14,09,44,988

Equity Shares of H5 each/-, consequent upon sub division and issue of bonus shares.

During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March 2022, the company has not issued any convertible instruments and none of the Directors of the Company hold convertible instruments of the Company.

The equity shares of the company representing 99.99% of the share capital are dematerialized as on 31st March, 2022.

The dematerialization facility is available to all shareholders of the company from both the depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Depositories has allotted ISIN: INE177H01021 due to sub division of Equity shares of the Company for dematerialization of shares of the company.

5. WITHDRAWL OF SCHEME OF ARRANGEMENT:

The Board in its meeting held on 14.09.2021 has withdrawn the Scheme of Arrangement for demerger of power business of JPAL and merge the same with the company. JPAL continues to supply power to the Company under the PPA, which will continue till an alternate proposal is mutually agreed between the parties for acquisition of power business by the Company.

6. EXPANSION/NEW PROJECTS:

Your Company?s Ari Dongri iron ore mine capacity has been enhanced during the year from 1.4 million ton to 2.3 million tons consequent upon receipt of environment and other regulatory approvals and has started commercial operations of the enhanced capacity. In order to improve the operating efficiency of mine & quality of iron ore, your Company has taken up project for setting up iron ore crushing & beneficiation facilities at Ari Dongri mines at a capex ofH 125 crores, which is progressing well and the same is expected to be completed by end of Q3FY23.

The Company?s project to enhance the capacity of steel melting shop (steel billets) from 0.4 million to 0.6 million tons at a cost of H80 crores is kept on hold for change in business plan for manufacture of steel slab and rolling mill for manufacture of low width strips, which is under evaluation stage. The Company is expected to finalise the modification plan within next two months along-with revised amount of capex. The capacity enhancement project shall be taken up after the plan is finalised by Q2FY23.

Your Company is also setting up 95MW of captive solar PV power plant at Rajnandgaon, Chhattisgarh at a cost of H370 crores to meet the enhanced power requirement for integrated steel plant & iron ore mines and also to replace the power purchased from grid at high cost. The project will support the green initiatives of the Company and reduce the carbon foot print. Out of 95 MW solar power project, the construction of 70 MW with installation of modules has been completed and awaiting synchronisation with the grid and expected to start generation before the end of Q1FY23. The balance 25MW project is expected to be commissioned by Q3FY23.

In addition to above, your Company has also taken up project for replacement of old power generation turbine with new energy efficient turbine at cost of H86 crores at the existing integrated steel plant, which is expected to be completed by end of FY23. This will help in generating additional 8MW power without additional fuel consumption and save cost.

Further the Board of Directors of the Company has approved acquisition of power business of JPAL, comprising of 25MW thermal power plant located at Industrial area, Phase I, Raipur, Chhattisgarh as a going concern on slump sale basis at a cost of H70 crores plus value of net current assets as on the transfer date. It may be mentioned that JPAL power plant is captive power plant for GPIL and GPIL has been purchasing power from JPAL since 2018. The acquisition of power business will help the Company to be self-sufficient in meeting power requirement of the Company along-with the additional power to be generated by captive solar power plant and upon replacement of old turbine with new energy efficient turbine.

Your Company is also proposing to set up a new green field steel plant, which is in initial stage. The Company has identified the land and applied to the state government for allotment of land for the project and also applied for environment and other approvals from the concerned regulatory authorities. The Company initially plans to set a 1-million-ton Pig Iron plant backed by captive iron ore, pellet plant and sintering facilities. The final project configuration shall be decided closure to the commencement of the implementation of the project upon getting land allotment and upon obtaining regulatory approvals. In order to meet the captive iron ore requirement for the expansion project, the Company has initiated process for environment approval for enhancement in capacity from 3 million tons to 5 million tons. It may be mentioned, based on the exploration activities undertaken by the Company, its proven iron ore reserves in both the mines is estimated to be 165 million tons, which give raw material security for long period of time. The Company has balance life of mines to over 30 years.

7. ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at http:// godawaripowerispat.com/performance/shareholders/ annualreturn/

8. NUMBER OF MEETINGS OF BOARD:

During the period under review, eight Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

9. DIRECTORS? RESPONSIBILITY STATEMENT:

Your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 based on the representations received from the operating management and Chief Financial Officer of the Company:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That your Directors have selected such accounting policies and applied them consistently, and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period; c) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) That your Directors have prepared the annual accounts on a going concern basis;

e) That your Directors have laid down proper internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively; and

f) That your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:

All Independent Directors of the Company have given declarations as required under the provisions of Section 149

(7) of the Companies Act, 2013 stating that they meet the eligibility criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. SEPERATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors held their separate meeting on 28th May, 2022 inter alia, to discuss:

Review the performance of Independent Directors.

Review the performance of the Non-Independent Directors.

Review the performance of the committees and Board as a whole.

Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non Executive Directors.

Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties

12. NOMINATION AND REMUNERATION COMMIITEE AND ITS POLICY:

Company?s Policy on Directors Appointment and Remuneration including criteria for determining qualification, positive attributes, independence of directors and other matters provided under section 178(3) of the Companies Act, 2013 is also placed at the website of the Company at www. godawaripowerispat.com.

Subsequent to change in designation of Mr. Dinesh Kumar Gandhi from Non Executive to Executive Director of the Company, the Nomination and Remuneration committee has been reconstituted by the Board of directors in its meeting held on 09.04.2022, by inducting Ms. Bhavna Govindbhai Desai, Independent Non-Executive Director, as member of the Nomination and Remuneration Committee to comply with the provisions of Regulation 19(1) of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.

Presently it consists of following three Independent Directors:

S. No. NAME DESIGNATION
1 Shri Bhirgu Nath Ojha Chairman and Member
- Independent Non
Executive Director
2 Shri Shashi Kumar Member- Independent
Non Executive Director
3 Ms. Bhavna Member- Independent
Govindbhai Desai Non Executive Director

More details are given in the Corporate Governance Report.

13. AUDITORS:

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s JDS and Co., Chartered Accountants, were appointed as Statutory Auditors of the Company for a term of five consecutive Financial Years from the conclusion of Annual General Meeting held on 25.09.2017 till the conclusion of the Annual General Meeting of the Company to be held in the year 2022.

The Audit Committee and Board of Directors of the Company shall consider in their respective next meetings, the proposal for reappointment of M/s. JDS & Co., Chartered Accountants, Firm Regn. No. 018400C as Statutory Auditors of the company for the period of second term of five consecutive Financial Years from the conclusion of ensuing Annual General Meeting to be held in the year 2022 to the conclusion of Annual General Meeting to be held in the year 2027 after obtaining a certificate from M/s. JDS & Co. to the effect that if their appointment is made, the same would be within the limits prescribed under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment and also satisfies the criteria as mentioned under Section 141 and they have obtained peer review certificate as required under SEBI Guidelines for appointment of Statutory Auditors of listed companies.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies

Act, 2013 read with the Companies (Cost Record and Audit) Amendment Rules 2014 M/s Sanat Joshi & Associates has been appointed as cost auditors for conducting Cost Audit for the Financial Year under review.

Internal Auditors

M/s. OPS & Co, Chartered Accountants were appointed as Internal Auditors for the Financial Year under review.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies

Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Tanveer Kaur Tuteja, Practising Company Secretary, (FCS 7704, CP 8512) to undertake the Secretarial Audit of the Company.

14. AUDITOR?S REPORTS:

Statutory Auditors

There are no qualifications, reservations, adverse remarks or disclaimers in the statutory Auditor?s Report on the financial statements of the Company for the Financial Year 2021-22 and hence does not require any explanations or comments by the Board.

Frauds reported by the Auditors:

No frauds have been reported by the Auditor during the

Financial Year 2021-22.

Secretarial Audit

The Secretarial Audit Report received from the

Secretarial Auditor of the Company for the Financial Year 2021-22 is annexed herewith as ANNEXURE 01.

The Company?s subsidiary company namely Hira Ferro Alloys Limited (HFAL) being the material subsidiary of the Company, in accordance with Regulation 24A of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 has also obtained Secretarial Audit Report which is annexed herewith as

ANNEXURE 02.

There are no qualifications, reservations, adverse remarks or disclaimers in the Secretarial Auditor?s Report on secretarial and other applicable legal compliances to be made by the Company for the Financial Year 2021-22 and hence does not require any explanations or comments by the Board.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of investments made and loans given by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in Standalone Financial Statements (Ref. Notes 5, 6 and 11). Your Company has not extended corporate guarantee on behalf of any other Company.

16. TRANSFER TO RESERVES:

Your Company has not transferred any amount to the General Reserves Account during the Financial Year 2021-22.

17. TRANSFER OF UNPAID & UNCLAIMED DIVIDEND & SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 125 of the Companies

Act, 2013, the outstanding amount of dividend which remained unpaid or unclaimed for a period of seven years and shares whose dividend was unpaid/unclaimed for seven consecutive years have been transferred by the Company, from time to time on due dates, to the Investor Education and

Protection Fund.

During the year under review, the Company has credited the Interim and final dividend amount ofH 24,4451/- and H82,813/- respectively to the Investor Education and Protection Fund (IEPF) pursuant to Section 125 of the Companies Act, 2013/ Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 relating to the Dividend paid by the Company for FY 2013-14.

During the year under review, the Company has also transferred 3541 Equity Shares to the Investor Education and Protection Fund (IEPF) relating to 51 shareholders of the Company, whose dividends were unclaimed/unpaid for seven consecutive years, pursuant to Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 relating to the Interim Dividend and Final Dividend paid by the Company for FY 2013-14.

During the year under review, the Company has subdivided its Equity Shares in the ratio of 2:1 and the Corporate Action for Sub-Division was executed on 28.10.2021 including NSDL IEPF account in respect of Sub-division of Shares. Also, your company has credited/allotted Bonus Shares in the ratio of 1:1 on 30.10.2021 and the corporate action for

CDSL Account was executed on 02.11.2021 and for NSDL Account was executed on 03.11.2021 including NSDL IEPF account in respect of Bonus Shares allotted.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company, as on 28th August 2021 (date of last Annual General Meeting) on the Company?s website (www.godawaripowerispat.com at Investors Information Unclaimed Dividend) and on the website of the Ministry of Corporate Affairs.

Any person, whose unclaimed or unpaid amount has been transferred by the Company to IEPF may claim their refunds to the IEPF authority. For claiming such amount, claimant needs to file form IEPF-5 along with requisite documents. The detailed procedure for claiming shares and Dividend

Amount has been uploaded on the Website of the Company (www.godawaripowerispat.com at Investors Information Unclaimed Dividend) and also available on the website of IEPF (www.iepf.gov.in).

The Company has initiated necessary action for transfer of shares in respect of which dividend has not been paid or claimed by the members consecutively since 2013-14.

The Nodal Officer for the purpose of IEPF is Company Secretary and the website address is www.godawaripowerispat.com.

18. MATERIAL CHANGES AFFECTING THE

FINANCIAL POSITION:

There are no materials changes and commitments affecting the financial position of the Company occurred between the

01st April, 2022 and date of this report except imposition of export duty on iron ore, iron ore concentrates, iron ore pellets and other steel products.

19. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as ANNEXURE 03.

20. AUDIT COMMITTEE COMPOSITION:

The Audit Committee was reconstituted pursuant to resignation of Mr. Biswajit Choudhuri from the Directorship and Chairmanship/Membership from the board of the company w.e.f 16.10.2021. Presently it consists of following four Independent Directors all having financial literacy.

S. No. NAME DESIGNATION
1 Mr. Shashi Kumar Chairman (Independent
Non-Executive Director)
2 Mr. Bhrigu Nath Ojha Member (Independent
Non-Executive Director)
3 Mr. Hari Shankar Member (Independent
Khandelwal Non-Executive Director)
4 Ms. Bhavna Member (Independent
Govindbhai Desai Non-Executive Director)

More details are given in the Corporate Governance Report.

21. RISK MANAGEMENT COMMITTEE:

The Risk Management Committee was reconstituted pursuant to resignation of Mr. Biswajit Choudhuri from the Directorship and Chairmanship/Membership from the board of the company with effect from 16.10.2021. Presently it consists of Two Independent Directors, Two Executive Directors and Two Key Managerial Personnel of the company.

More details are given in the Corporate Governance Report.

The risk management issues are discussed in detail in the report of Management Discussion and Analysis.

22. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy to identify and evaluate business risks associated with the operations and other activities of the Company and formulated risk mitigations strategies.

23. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company has constituted a CSR Committee of the Board ("CSR Committee") pursuant to resolution of the Board dated

15.03.2014.

The Board of Directors at its meeting held on 15.03.2014 approved the powers, role and terms of reference of the CSR Committee in accordance with the provisions of Section 135 of the Companies Act, 2013, and the Board in its meeting held on 31.01.2022 have approved the revised policy framed as per amendments inserted by the Companies (Amendment) Act, 2019, Companies (Amendment) Act, 2020 and Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 and the same has been disclosed on the website of the Company at http://godawaripowerispat.com/wp-content/ uploads/2022/02/CSR-Policy.pdf. The CSR Committee consists of One Independent Director and Two Executive

Directors. The detailed composition of the members of the

CSR Committee at present is given below:

S. No. NAME DESIGNATION
1 Mr. Shashi Kumar Chairman (Independent
Non-Executive Director)
2 Mr. Abhishek Agrawal Member (Executive
Director)
3 Mr. Vinod Pillai Member (Executive
Director)

The committee met twice during the year 2021-22 and the attendance of the members at these meetings is as follows:

Name of the Chairman/
24.05.2021 30.10.2021
Member and Date of Meeting
Mr. Shashi Kumar Present Present
Mr. Abhishek Agrawal Present Absent
Mr. Vinod Pillai Present Present

CSR Committee?s Responsibility Statement:

CSR Committees hereby states that the implementation and monitoring of CSR activities, is in compliance with CSR objectives and Policy of the Company.

24. ANNUAL REPORT ON CSR ACTIVITIES:

The Annual Report on CSR activities initiated and undertaken by the Company during the year under review is annexed herewith as an ANNEXURE-04.

25. ANNUAL EVALUATION OF BOARD ETC.:

The Nomination and Remuneration Committee has formulated criteria for evaluation of the performance of the each of the directors of the Company. On the basis of said criteria, the Board and all its committees and directors have been evaluated by the Board of the Directors and Independent Directors of the Company.

26. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into by the Company during the year under review were on arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, directors, key managerial personnel or related parties which may have a potential conflict with the interest of the Company at large.

27. CHANGES IN NATURE OF BUSINESS:

The Company has been engaged in the business of mining of captive iron ore and manufacturing the Iron Ore Pellets, Sponge Iron, Steel Billets, Wire Rods, HB Wires with generation of Power for captive consumption. There is no change in the nature of business of the Company during the year under review.

28. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNELS:

There are no changes in the Directors and Key Managerial Personnel of the company after last report in the Company till 31.03.2022. However the Board of Directors in its meeting held on 09.04.2022 has changed the designations of Mr. Siddharth Agrawal and Mr. Dinesh Kumar Gandhi from Non-Executive Directors to Executive Directors with effect from 01.04.2022. Also, the designation of Mr. Vinod Pillai has been changed from Executive Director to Non- Executive Director w.e.f. 01.04.2022.

Mr. Prakhar Agrawal also resigned from the Directorship of the company with effect from 01.04.2022; the Board of Directors accepted his resignation and placed on record its deep sense of appreciation for the services rendered and guidance given by him.

In accordance with the provisions of Section 152(6) (c) of the Companies Act, 2013 and the Company?s Articles of Association, Mr. Abhishek Agrawal and Mr. Dinesh Kumar

Gandhi, Directors of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment.

29. CHANGES IN STATUS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

A. GODAWARI GREEN ENERGY LTD (GGEL):

The Board of Directors in its meeting held on 19.02.2022 has approved in-principle proposal for divestment of its entire shareholding in Godawari Green Energy Limited (GGEL) a Material Subsidiary by way of sale/transfer to Virescent Renewable Energy Trust, an Infrastructure Investment Trust, represented and acting through its investment manager, Virescent Infrastructure Investment Manager Private Limited ("Buyer"). The Shareholders in their Extra Ordinary General Meeting held on 16.03.2022 has approved the proposal for divestment of Company?s entire shareholding in Godawari Green Energy Limited (GGEL) a Material Subsidiary.

Accordingly, on 17.03.2022 your company has sold 2,52,47,000 equity shares held in Godawari Green Energy Limited to Virescent Renewable Energy Trust, an Infrastructure Investment Trust. Thus, Godawari Green Energy Limited has ceased to be subsidiary of the company w.e.f. 17.03.2022.

B. HIRA FERRO ALLOYS Ltd (HFAL):

During the year under review, HFAL became subsidiary of your company. The Company has acquired additional 80,54,621 equity shares of HFAL at an investment of H169.98 crores taking its total stake from 48.45% to 76.45%. HFAL is operating ferro alloys manufacturing plant with capacity of 60500 MT along-with 20 MW captive thermal power plant. HFAL also has 8.5 MW Bio Mass IPP power plant and wind mill of 1.5 MW. HFAL is in the process of setting up 70MW Captive solar PV power plant at an investment of H240 Crores. The project is proposed to be funded by equity of H70.20 crores (subscribed by your Company) & debt of H170 crores from bank.

C. ACQUISITION IN GEL:

Your company has acquired all the shares of Godawari Energy Limited (GEL) from its shareholders thus GEL becoming a wholly owned subsidiary of your company with effect from 22.07.2021. GEL does not have any business activity but have rights on a parcel of land located in Chhattisgarh, which was earlier acquired for setting up thermal power plant, which was subsequently abandoned.

Other than above, your Company has not entered into any other new Joint Venture nor terminated any existing Joint Venture during the year under review.

There were no changes, in the status of Associates of the Company.

30. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES:

Hira Ferro Alloys Limited (HFAL) - Subsidiary Company:

During FY 2021-22, HFAL produced 47504 MTs of Ferro Alloys as compared to 35304 MTs in FY 2020-21 & sold 45066 MTs of Ferro Alloys in FY 2021-22 as compared to 36513.02 MTs in FY 2020-21. During FY 2021-22, HFAL also generated 16,19,96,285 units of power in its Thermal Power

Plant as compared to 15,82,76,400 units in FY 2020-21,

9,04,58,760 units of power in its Bio-mass Power Plant as compared to 8,12,47,560 units in FY 2020-21 and 27,44,343 units of power in its Wind Power as compared to 29,24,697 units in FY 2020-21.The Company achieved gross sales of H593.21 crores, EBIDTA of H169.01 Crores & PAT of H113.49 crores during year as compared to gross sales of H314.46 crores, EBIDTA of H33.66 Crores & PAT of H21.14 crores during the previous year. The performance of the Company was led by higher demand for ferro alloys in domestic & global markets and which resulted into higher production volumes and better realisations and consequently contributed to the higher profitability 436.85% YoY.

Ardent Steel Private Limited (ASPL) - Associate Company:

During FY 2021-22, ASPL produced 747850 MTs of iron ore pellets as compared to 705804 MTs in FY 2020-21 & sold

770378 MTs of pellets in FY 2021-22 as compared to 689882

MTs in FY 2020-21. The Company achieved gross sales of H842.80 crores, EBIDTA of H151.00 Crores & PAT of H99.00 crores during year as compared to gross sales of H538.29 crores, EBIDTA of H176.97 Crores & PAT of H111.14 crores during the previous year. The PAT was impacted due to increase in input cost during the year.

Jagadamba Power and Alloys Limited (JPAL) Associate Company:

During FY22, the JPAL generated 172.11million units as compared to 162.75 million units generation in FY21. The net revenue, EBIDTA & Profit/(Loss)for the period of the Company stood at H75.01 crores, H8.66 crores & H4.65 crores respectively during the year as compared to H63.82 crore, H9.48 crore & H5.08 crore respectively during previous year.

The performance and financial position of the Company?s subsidiaries namely Hira Ferro Alloys Limited and Godawari

Energy Limited, Associate Companies namely Ardent Steel Private Limited and Jagdamba Power & Alloys Limited for the Financial Year 2021-22 are also given in ANNEXURE 05.

The results of Associate Company viz., Chhattisgarh Ispat Bhumi Limited and Joint Venture Companies namelyRaipur Audit Infrastructure Company Limited and Chhattisgarh Captive Coal Mining Private Limited were not audited at the time of finalization of the Financial Statements of the company are not given since they have insignificant impact on the overall consolidated position of the Company.

However, Godawari Energy Limited and Chhattisgarh Captive Coal Mining Private Limited have not yet commenced their commercial operations and their projects have been abandoned.

31. DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,

2014.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

There were no contracts, arrangements or transactions entered into during fiscal 2022. Hence the information as required under the Companies Act, 2013 in the prescribed Form AOC-2 is not applicable.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

34. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal & financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

35. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an internal control system commensurate with the size and scale and complexity of its operations. The scope and authority of Internal Audit functions have been defined in the Internal Audit scope of work to maintain its objectivity and independence, the Internal Audit functions reports to the Chairman of the Audit Committee of the Board.

The Internal Audit department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating system, accounting procedures and policies of the Company and its subsidiaries. Based on the report of the Internal Auditors, process owners undertake corrective actions in their respective areas and thereby strengthen the control. Significant and corrective actions thereon are presented to the Audit

Committee of the Board.

36. MAINTENANCE OF COST RECORDS:

The Company is required to maintain cost records of the Company as specified under Section 148 (1) of the Companies Act, 2013. Accordingly, the Company has properly maintained cost records and accounts.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, Temporary, Training) are covered under this Policy. However, no complaints have been received during the year 2021-22.

38. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board of Directors have established ‘Whistle Blower Policy? and ‘Code of Conduct? for the directors & employees of the Company as required under the provisions of Sec. 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its powers) Rules, 2014 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year Mr. Biswajit Chodhuri resigned from the

Chairmanship of the Audit Committee and Mr. Shashi

Kumar was appointed as the Chairman of Audit Committee. The Board of Directors of the Company in its meeting held on 31.01.2022 has revised the details of the Chairman of the Audit Committee mentioned in Clause 8 of the existing Whistle Blower Policy.

The said revised policy has been properly communicated to all the directors and employees of the Company through the respective departmental heads and the new employees are being informed about the Vigil Policy by the Personnel Department at the time of their joining.

39. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 (12) read with Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is given in ANNEXURE 06. The Statement showing the names and other particulars of the employees of the Company as required under Rule 5 (2 &3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be furnished since none of the employees of the Company has received remuneration in excess of the remuneration mentioned in the above mentioned Rule 5 (2) during the Financial Year 2021-22 except Mr. B.L Agrawal (Managing Director), Mr. Abhishek Agrawal (Executive Director) and Mr. Dinesh Agrawal (Executive Director) whose details are given below:

Particulars Details
Name Designation Mr. Bajrang Lal Agrawal Managing Director Mr. Abhishek Agrawal Whole Time Director Mr. Dinesh Agrawal Whole Time Director
Remuneration Paid Nature of employment, Whether contractual or otherwise H 2.40 Crore per annum Permanent H 1.98 Crore per annum Permanent H 1.92 Crore per annum Permanent
Qualifications and Experience of the employee B.E (Electronic) and has a experience of more than 40 years in cement, steel, power and mining sectors. B.E. (Electronics) & M. Sc International Business from University of Leeds and has experience of more than 8 years. Electronic Engineer and experience in business for over 15 years.
Date of commencement of employment 17.08.2002 09.11.2011 21.09.1999
The age of such employee 68 38 51
The last employment held by such employee before joining the Company N.A. N.A. N.A.
The percentage of equity shares held by the employee in the Company within the meaning of clause (iii) of sub rule (2) above Individually Holding:4.91% Spouse Holding: 4.33% Total holding along with spouse: 9.24% Individually Holding:0.24% Individually Holding:5.24%
Whether any such employee is a relative of any director or manager of the Company and if so, name of such director or manager Shri Abhishek Agrawal and Shri Siddharth Agrawal Shri Bajrang Lal Agrawal and Shri Siddharth Agrawal None

40. CORPORATE GOVERNANCE REPORT:

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company?s non-disqualification of directors fromAuditorsconfirmingcomplianceand Practicing certificate Company Secretary forming an integral part of this Report is given as ANNEXURE 07.

41. BUSINESS RESPONSIBILITY REPORT:

The ‘Business Responsibility Report? (BRR) of your Company for the year 2021-22 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as ANNEXURE 08. Your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting targets and improving economic performance to ensure business continuity and rapid growth.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate management discussion and analysis report which forms an integral part of this Report is given as ANNEXURE 09.

43. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

There are no applications made during the financial year 2021-22 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

44. DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Your company has not made any one time settlement with any of its lenders.

45. BOARD POLICIES:

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBI Regulations are provided in ANNEXURE 10.

46. SECRETARIAL STANDARDS:

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors? and ‘General Meetings? respectively.

47. ACKNOWLEGEMENTS:

The Board expresses its sincere gratitude to the shareholders, bankers/lenders, Investors, vendors, State and Central Government authorities and the valued customers for their continued support. The Board also wholeheartedly acknowledges and appreciates the dedicated efforts and commitment of all employees of the Company.

For and on behalf of Board of Directors
Place: Raipur B.L. Agrawal Abhishek Agrawal
Date:28.05.2022 Managing Director Executive Director