Godawari Power & Ispat Ltd Directors Report.

To the Members,

Your Directors have pleasure in presenting the 21st Annual Report on the business & operations of the Company together with the Standalone and Consolidated Audited Financial Statement for the year ended 31st March 2020.

1. FINANCIAL HIGHLIGHTS: (H in crores)

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Gross Revenue from operations 2774.01 2875.25 3,288.53 3321.64
Other Income 2.88 3.00 4.65 5.83
Total Revenue 2776.89 2878.25 3,293.18 3327.47
Operating expenses 2333.99 2255.62 2664.28 2532.27
Profit before Interest, Depreciation, Tax and Amortization (EBIDTA) 442.90 622.63 628.90 795.20
Finance Costs 153.66 182.13 211.93 252.61
Depreciation and amortization expenses 91.60 90.51 136.90 132.85
Profit/(loss) before exceptional item and tax 197.64 349.99 280.07 409.74
Exceptional item - - 10.28 -
Profit/(Loss) Before Taxation 197.65 349.99 269.79 409.74
Taxation (including Deferred Tax) 76.24 136.73 95.36 152.91
Profit/(Loss) after Taxation (PAT) 121.40 213.26 174.43 256.83
Add: Share of Profit/(Loss) of Associates & Joint Ventures (after tax) - - 2.81 3.84
Other Comprehensive Income (168) (3.10) (11.13) (13.85)
Total Comprehensive Income for the period comprising profit/(loss) & other comprehensive income for the period 119.72 210.16 166.11 246.81

2. REVIEW OF PERFORMANCE:

The Financial Year 2019-20 was yet again another challenging year for Indian economy and business in view of continued US-China trade dispute and slow down in automobile industry and over weak investment climate, which lead to fall in Indian GDP to 4.2%. In view of overall weak economic environment, the demand for iron & steel products has also been impacted, leading to fall in selling prices of finished products. However, due to fall in production of iron ore in mines of vale in Brazil, the iron ore prices in international markets remained at elevated level.

Despite the challenging environment, your Companys performance during the year has been satisfactory, in view of higher demand for iron ore & iron ore pellets in international market. However, in view of fall in selling prices of finished iron & steel products, operating margins/EBIDTA margins of the Company was impacted on consolidated basis. The Company continues to make efforts to divert part of its pellet production to global market during the year and exports sales (including merchant export) increased by 80.39% over last financial year. The sales revenue and operating margins of the Company also impacted due to nation-wide lockdown consequent upon outbreak of Covid-19 pandemic in last week of March. As communicated in our last reports, the Companys efforts for making grade pellet has been successful and your Company has initially started utilizing the high grade pellet for captive consumption for making high grade steel billets and initial results have been very encouraging. Your company is aiming to make 100% of high-grade pellet going forward. Given the above backdrop, the highlight of standalone & consolidated results are given below:

Standalone Operations:

¦ Revenue from operations for the year decreased by 3.52% to H2774.01 Crores as compared to H2875.25 Crores achieved during previous Financial Year.

¦ EBITDA for the year decreased by 28.87% to H442.90 Crores as compared to EBITDA of H622.63 Crores achieved in previous Financial Year.

¦ Profit after tax decreased by 43.07% to H121.40 Crores as compared to net profit of H213.26 Crores in previous Financial Year.

¦ Net debt of the Company at the end of year stood at H1214.02 Crores as against H1390.70 Crores in previous year, reduction by H176.68 crores.

Consolidated Operations:

¦ Revenue from operations for the year decreased marginally by 0.99% to H3288.53 Crores as compared to H3321.64 Crore during the previous Financial Year;

¦ EBITDA for the year decreased by 20.91% to H628.90 Crores as compared to EBITDA of H795.20 Crores achieved during previous Financial Year.

¦ Profit after tax during the year decreased by 32.30% to H177.24 Crores as compared to net profit after tax of H260.66 Crores during previous Financial Year.

¦ The net debt on consolidated basis stood at H1696.73 Crores at the end of the year as compared to H1894.05 Crores at the end of previous year, a reduction of H188.82 Crores.

The Company has during the year increased production volumes across the iron & steel products, however in view of fall in realization, EBIDTA margin impacted by 28.87%, although the fall in sales revenue was marginal due to higher production volumes.

3. DIVIDEND:

In view of Companys stated objective of debt utilisation of cash flow for reduction and thereby creating long term shareholders value, the Board of Directors of the your Company have not recommended payment of any dividend for the year under review. The Board will review the dividend policy in due course of time.

4. FINANCE:

The management of your Company has decided to considerably reduce the debt and utilize the majority of net cash flow from operations for debt repayment and bring the debt of the Company to considerably low level and even to make it debt free. Your Company has made significant progress towards debt reduction and accordingly your Company and its subsidiaries have been regular in making prepayment of debt. Besides repayment of scheduled

installments of term loans along with interest thereon, your Company along with its subsidiary has made pre-payment of debt of H188.82 crores during the year (Previous year H238.15 crores) on consolidated level.

5. SHARE CAPITAL:

There is no change in the capital structure of the Company during the year under review.

As on 31st March, 2020, the paid up Equity Share Capital of the Company was H35.24 Crores divided into 3,52,36,247 Equity Shares of H10 each/-.

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, 2020, 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, 2020. The dematerialization facility is available to the 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 the ISIN: INE177H01013 to the Company for dematerialization of shares of the Company.

6. EXPANSION/NEW PROJECTS:

Your Company over the last few years have adopted strategy to increase the volume of business by debottlenecking the existing manufacturing capacities and improving the product quality to produce high grade iron & steel products, without resorting to large capital expenditure in line with Companys strategy to reduce the long term debt of the Company. Accordingly your Company has during year completed project for setting up of hot rolling mill with a capacity of 4,00,000 TPA and Iron Ore Beneficiation Plant with capacity of 10,00,000 TPA, which have commenced commercial operations with effect from 25.02.2020. With completion of rolling mill and iron ore beneficiation plant, your Company has completed the full debottlenecking in steel making value chain and started making high grade iron ore pellets and steel billets. The capacity enhancement project for increasing capacity of iron ore pellet plant from 600,000TPA to 690,000 TPA in Companys subsidiary Ardent Steel Ltd has also completed during the year with negligible capex and started the production of increased quantity of iron ore pellets.

7. MERGER OF JAGDAMBA POWER & ALLOYS LTD (JPAL)

The proposal for demerger of 25 MW Power generation facility of JPAL (JPAL Power Plant) and merger of the same with your Company (GPIL), was approved by the Board of Directors of both GPIL and JPAL, in their respective meetings held on 24.12.2019 and subsequently by the stock exchanges in the month of April, 2020. However, due to outbreak of the COVID 19 and its aftermath affect, the application for obtaining the permission of the NCLT for convening the meetings of the shareholders and creditors of the Company could not be filed since the NCLT was not accepting such applications due to lockdown restrictions. As soon as the NCLT becomes operational, the application will be filed for convening the meetings of the shareholders and creditors of the Company and further formalities in connection with the merger process shall be completed.

In view of your Companys requirement of additional electric power at competitive cost for its integrated steel plant in Chhattisgarh and in view of strategic location the JPAL power plant, the management of your Company decided to acquire the JPAL power plant under a share swap deal. Upon the completion of the process, the captive power generation capacity of your Company shall stand increased to 98MW. Your Company is already holding 33.96% stake in the JPAL and the supply of electricity from JPAL power plant started during the previous year under a Power Purchase Agreement with JPAL under captive arrangement, which has resulted into de-bottlenecking of power capacity for captive consumption in the steel plant of your Company.

8. ANNUAL RETURN:

The extract of the Annual Return for the period under review is enclosed herewith as ANNEXURE 01. The Annual Return will be placed on the website of the Company after the conclusion of the ensuing Annual General Meeting.

9. NUMBER OF MEETINGS OF BOARD:

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

10. 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.

11. 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.

12. SEPERATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors held their separate meeting on 10th February, 2020 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

13. NOMINATION AND REMUNERATION COMMIITEE AND ITS POLICY:

Companys 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 attached herewith as ANNEXURE-02 and is also placed at the website of the Company at www. godawaripowerispat.com.

The Nomination and Remuneration Committee consists of three Independent Directors. More details are given in the Corporate Governance Report.

14. 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.

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 M/s. Jain Tuteja & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.

15. AUDITORS REPORTS:

Statutory Auditors

There are no qualifications, reservations, adverse remarks or disclaimers in the statutory Auditors Report on the financial statements of the Company for the Financial Year 2019-20 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 2019-20.

Secretarial Audit

The Secretarial Audit Report received from the Secretarial Auditor of the Company for the Financial Year 2019-20 is annexed herewith as ANNEXURE-03.

The Companys subsidiary companies namely Godawari Green Energy Limited (GGEL) and Ardent Steel Limited (ASL), being the material subsidiaries of the Company, in accordance with Regulation 24A of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 have also obtained Secretarial Audit Reports which are annexed herewith collectively as ANNEXURE-04.

There are no qualifications, reservations, adverse remarks or disclaimers in the Secretarial Auditors Report on secretarial and other applicable legal compliances to be made by the Company and its Material Subsidiary Companies for the Financial Year 2019-20 and hence does not require any explanations or comments by the Board.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans given and investments made 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 and 6). Your Company has not extended corporate guarantee on behalf of any other Company.

17. TRANSFER TO RESERVES:

Your Company has transferred an amount of H8.05 Crores to the General Reserves Account during the Financial Year 2019-20 from Debentures Redemption Reserve Account since all the outstanding Debentures amounting to H29.79 crores have been redeemed during the Financial Year 201920.

18. 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 H2,57,148/- 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 realting to the Dividend paid by the Company for FY 2011-12.

During the year under review, the Company has also transferred 1,967 Equity Shares to the Investor Education and Protection Fund (IEPF) relating to 40 shareholders of the Company, whose dividend 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.

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 10th August 2019 (date of last Annual General Meeting) on the Companys 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 2012-13.

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

19. 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, 2020 and the date of this report except closure of the operations of the Company due to lockdown imposed in view of outbreak of COVID 19 since 23rd of March, 2020 till middle of May, 2020. The Companys management has made initial assessment of impact on business and financial risks on account of COVID-19. Considering that the plant was closed down on account of nation-wide lockdown since 24th March, 2020 and as a result of lockdown the volume for the month of March 2020 has been impacted to some extent. However, in view of higher volume of operations during the rest of the month and year, there was no major impact on financials of the Company for the year ended 31st March, 2020. Subsequently, in view of classification of iron & steel Industry as essential commodity, the Company has resumed operations in phased manner in April 2020 & from middle of May 2020 all plants are in normal operation after obtaining necessary approval from the appropriate Government agencies. The Company is taking full measure to protect the health & safety of the employees. Further the Company has made detailed assessment of its liquidity position for the next one year and of the recoverability and carrying values of its assets comprising Property, Plant and Equipment, Intangible assets, Trade receivables, Inventory and Investments and has concluded that there are no material adjustments required in the financial statements. Barring unforeseen circumstances, the management believes that the impact of the Covid-19 outbreak on the business and financial position of the Company is not likely be significant at this stage, unless the corona impacted cases further increase in the area of operations of the Company. The management does not see any risks in the Companys ability to continue as a going concern and meeting its liabilities as and when they fall due, except temporary deferment in instalment of long term loan and interest on loans availed from banks for the period of March 2020 to May 2020, which has since been paid to all banks. The Company is monitoring the situation closely and will take appropriate measures depending on the evolving situation.

20. 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 05.

21. 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.

22. AUDIT COMMITTEE COMPOSITION:

The Audit Committee consists of following four Independent Directors all having financial literacy.

Sl. No. Name Designation
1. Mr. Biswajit Choudhuri Chairman (Independent Non-Executive Director)
2. Mr. Bhrigu Nath Ojha Member (Independent Non-Executive Director)
3. Mr. Harishankar Khandelwal Member (Independent Non-Executive Director)
4. Ms. Bhavna Desai Member (Independent Non-Executive Director)

More details are given in the Corporate Governance Report.

23. RISK MANAGEMENT COMMITTEE:

The Company has constituted a Risk Management Committee of the Board ("Risk Management Committee") pursuant to resolution of the Board dated 29.09.2012. The Risk Management Committee consists of Three Independent Directors and Two Executive Directors. The detailed composition of the members of the Risk Management Committee at present is given below:

Sl. No. Name Designation
1. Mr. Biswajit Choudhuri Chairman (Independent Non-Executive Director)
2. Mr. B.L. Agrawal Member (Managing Director)
3. Mr. Abhishek Agrawal Member (Executive Director)
4. Mr. Bhrigu Nath Ojha Member (Independent Non-Executive Director)
5. Mr. Shashi Kumar Member (Independent Non-Executive Director)

The committee met twice during the year 2019-20 and the attendance of the members at these meetings are as follows:

Name of the Chairman/ Member and Date of Meeting Mr. Biswajit Choudhuri Mr. B.L. Agrawal Mr. Abhishek Agrawal Mr. Bhrigu Nath Ojha Mr. Shashi Kumar
30.04.2019 Present Present Present Present Present
11.02.2020 Present Present Present Present Present

The Company has formulated a Risk Management Policy pursuant to the provisions of Companies Act, 2013. The risk management issues are discussed in detail in the report of Management Discussion and Analysis.

24. 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 policy framed thereunder has been disclosed on the website of the Company at http://godawaripowerispat.com/wp-content/uploads/csr/csrpolicy_2014.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 2019-20 and the attendance of the members at these meetings are as follows:

Name of the Chairman/ Member and Date of Meeting Mr. Shashi Kumar Mr. Abhishek Agrawal Mr. Vinod Pillai
30.04.2019 Present Present Present
11.02.2020 Present Present Present

CSR Committees 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.

25. 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-06.

26. 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.

27. 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.

28. 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. The Company is also engaged in generation & sale of Solar Power under long term PPA through subsidiary Company. There is no change in the nature of business of the Company during the year under review.

29. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNELS:

During the period under review, Shri B.L. Agrawal has been re-appointed as Managing Director of the company for a further period of 5 years with effect from 12.08.2020 and Shri Prakhar Agrawal has been appointed as Additional Director and Whole time Director on the Board of the company with effect from 11.08.2020. No other Directors and Key Managerial Personnel were appointed or re-appointed in the Company.

In accordance with the provisions of Section 152(6) (c) of the Companies Act, 2013 and the Companys Articles of Association, Mr. Dinesh Gandhi and Mr. Vinod Pillai, Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment.

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

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

Your Company has also not entered into any new Joint Venture nor terminated any existing Joint Venture during the year under review.

31. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND JOINT VENTURE COMPANIES:

Ardent Steel Limited (ASL):

During the year, ASL produced 687360 MTs of iron ore pellets & sold 742232 MTs of pellets in the market. The Company achieved gross sales of H417.05 crores, EBIDTA of H101.26 Crores & PAT of H52.68 crores during year as compared to gross sales of H353.98 crores, EBIDTA of H91.52 Crores & PAT of H44.09 crores during the previous year. The outstanding debt of the Company at the end of the year stood at H76.52 crore as against H113.60 crore outstanding as on 31st March, 2019 which is a reduction of H37.08 crore from last year.

Godawari Green Energy Limited (GGEL)

During the year, the GGEL generated 90.98 million units in FY20 as compared to 84.91 million units generation in FY19 registering a growth of 7.15%. The generation was better on account of better DNI during the year. The net revenue, EBIDTA & Loss for the period of the Company stood at H100.25 crore, H74.54 crore & H0.21 crore respectively during the year as compared to H92.84 crore, H81.11 crore & H1.03 crore respectively during previous year. The outstanding debt of the Company at the end of the year stood at H422.35 crore which is a reduction of H35.54 crore from last year debt of H457.89 crore.

The performance and financial position of the Companys subsidiaries namely Ardent Steel Limited; Godawari Green Energy Limited and Godawari Energy Limited, Associate Companies namely Jagdamba Power & Alloys Limited; Hira Ferro Alloys Limited for the Financial Year 2019-20 are given in ANNEXURE 07.

The results of Associate Company viz., Chhattisgarh Ispat Bhumi Limited and Joint Venture Companies namely Raipur Infrastructure Company Limited and Chhattisgarh Captive Coal Mining Limited were not audited at the time of finalization of the Financial Statements of the Company and the results of Hira Energy Limited, Step down Subsidiary, 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 Limited have not yet commenced their commercial operations and their projects have been abandoned.

32. 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.

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 Audit observations 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 2019-20.

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.

The said 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 08. 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 2019-20 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 Mr. Bajrang Lal Agrawal Mr. Abhishek Agrawal Mr. Dinesh Agrawal
Designation Managing Director Whole Time Director Whole Time Director
Remuneration Paid H2.40 Crore per annum H1.96 Crore per annum H1.80 Crore per annum
Nature of employment, Whether contractual or otherwise Permanent Permanent Permanent
Qualifications and Experience of the employee B.E (Electrical) and has a experience of more than 40 years in cement, steel, power and mining sectors. B.E. (Electronics) & Masters degree in 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 66 36 49
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 Companys Auditors confirming compliance and a certificate of non-disqualification of directors from Practicing Company Secretary forming an integral part of this Report is given as ANNEXURE 09.

41. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report (BRR) of your Company for the year 2019-20 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 10. 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 11.

43. 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: 11.08.2020 Managing Director Executive Director