Gyscoal Alloys Ltd Directors Report.

To

The Members, Gyscoal Alloys Limited

Your Directors are pleased to present the 22nd Annual Report on business and operations of the company together with the Audited Financial Statements for the financial year ended March 31, 2021.

Financial Highlights

The Companys financial performances for the year under review along with previous years figures are given hereunder:

(Rs. In Lakhs)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Total Revenue 1281.52 7,347.75 1281.52 7,347.75
Operational Expenses 9445.61 7763.36 9445.61 7763.36
Earning/ Loss Before Finance Cost, Depreciation and Tax (EBIDTA) (8164.09) (415.61) (8164.09) (415.61)
Less: Finance Cost 617.33 596.33 617.33 596.33
Less: Depreciation & Amortization Cost 454.46 553.95 454.46 553.95
Earning/Loss Before Taxation (9235.88) (1565.89) (9235.88) (1565.89)
Less: Tax Expenses (1786.46) (197.03) (1786.46) (197.03)
Other Comprehensive Income 47.24 7.00 47.24 7.00
Earnings/Loss After Tax (EAT) (7,402.18) (1,361.86) (7,402.18) (1,361.86)

Review of Business Operations

Your Company has posted Revenue from operations (Net) for the current year standalone and Consolidated at Rs. 1281.52 Lakhs which was at Rs. 7347.75 Lakhs during the previous year. The loss before interest, depreciation, tax and exceptional items for the current year standalone and Consolidated stands at Rs. 8164.09 Lakhs which were at Rs. 415.61 Lakhs during the previous year. Standalone and Consolidated Net Loss after tax of Rs. 7402.18 Lakhs as compared to previous year Net Loss after Tax of Rs. 1,361.86 Lakhs. The Consolidated Financial Statements for the financial year 2020-21 of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and form part of this Annual Report.

Impact of COVID19

The outbreak of corona virus (Covid-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. The company has evaluated impact of this pandemic on its business operations. Based on the review and current Indicators of future economic conditions, as on current date, the Company has concluded that the impact of Covid-19 is not material based on these estimates. Due to the nature of pandemic, the Company will continue to monitor developments to identify significant uncertainties in future periods, if any.

Dividend

On account of losses incurred for the year under review and keeping in mind the need to conserve resources, your Directors did not recommend any dividend on Equity Shares for the year ended March 31, 2021.

Transfer to Reserves

Your company does not propose to transfer any amount to the ‘Reserves for the year ended March 31, 2021.

Share Capital

The Companys authorized share capital during the financial year ended March 31, 2021, remained at Rs. 27,00,00,000 (Rupees Twenty Seven Crores only) consisting of 270000000 (Twenty Seven Crores) equity shares of Rs. 1/- (Rupee One) each.

The paid up Equity Share Capital of the Company as on March 31, 2021, remained at Rs. 15,82,75,560 (Rupees Fifteen Crores Eighty Two Lakhs Seventy Five Thousand Five Hundred Sixty only) consisting 15,82,75,560 (Fifteen Crores Eighty Two Lakhs Seventy Five Thousand Five Hundred Sixty) Equity Shares of Rs. 1/-(Rupee One) each.

During the year there is no change in shares capital of the Company.

Subsidiary, Joint Venture & Associate Companies & Consolidated Financial Statement

The Company has prepared Consolidated Financial Statements in accordance with the Indian Accounting Standards (Ind AS) and as per Schedule III to the Companies Act, 2013. Except where otherwise stated, the accounting policies are consistently applied.

The Board has reviewed the affairs of the Companys associates during the year at regular intervals. In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company and its Associates forms part of this Annual Report. In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Associates companies in Form AOC-1 is provided as "Annexure A" to this report.

During the year under review, there were no Companies which have become or ceased to become subsidiary, associate or joint venture of your Company.

In accordance with third proviso to Section 136 of the Act, the Annual Report of your Company, contains inter alia the audited Standalone and Consolidated Financial Statements.

Deposits from Public

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 or any other applicable provision(s), if any.

Particulars of Loans, Advances, Guarantees and Investments

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

Listing on stock exchanges

The Companys shares are listed on BSE Limited and the National Stock Exchange of India Limited. The Company had paid Annual Listing fees to both the stock exchanges for the Financial Year 2021-22 within the stipulated time.

Conservation of energy, research and development, technology absorptions and foreign exchange earnings and outgo

The relevant information on conservation of energy, technology absorption, foreign exchange earnings & outgo as required to be disclosed in term of Section 134(3)(m) of the Companies Act, 2013 together with the Companies (Accounts of Companies) Rules, 2014 is annexed to this report as "Annexure B".

Directors and Key Managerial Personnel

During the year under review, based on recommendation of Nomination and Remuneration Committee, the Board of directors have appointed Mr. Sunit Shah (DIN: 08074335), Ms. Yashree Dixit (DIN: 07775794) in its Board Meeting held on June 30, 2020 as an Additional Non-Executive Independent Director on board for a term of 5 (Five) consecutive years w.e.f. June 30, 2020. Appointment of Mr. Sunit Shah and Ms. Yashree Dixit regularized by the Shareholders as a Non-Executive Independent Director at their 21st Annual General Meeting (AGM) held on September 29, 2020. In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity and being eligible, offered himself to be appointed as an Independent Director of the Company for a term of 5 (Five) consecutive years. Ms. Sarojben Shah (DIN: 08777385) appointed by Board of Directors based on recommendation of Nomination and Remuneration Committee at their meeting held on June 30, 2020 as an Additional Non-Executive - Non Independent Director and she resigned on August 24, 2020 due to pre-occupancy. Ms. Dipali Shah (DIN:08845576) appointed by Board of Directors based on recommendation of Nomination and Remuneration Committee at their meeting held on August 24, 2020 as an Additional Non-Executive - Non Independent Director and regularized by the Shareholders at their 21st AGM held on September 29, 2020. Ms. Nilam Relwani stepped down as an Independent Director from the Board with effect from June 25, 2020. Mr. Zankarsinh Solanki resigned as a Chief Executive Officer (CFO) of the Company with effect from the end of the day on June 30, 2020 due to Pre-occupancy and personal reasons. Further, Board based on recommendation of Nomination and Remuneration Committee appointed Mr. Vishal Parikh as a CFO of the Company w.e.f. June 30, 2020. Ms. Yashaswini Pandeya, Company Secretary and Compliance Officer resigned with effect from October 01, 2020. Board based on recommendation of Nomination and Remuneration Committee at their meeting held on November 12, 2020, appointed Ms. Hiral Patel as a Company Secretary and Compliance Officer of the Company w.e.f. November 12, 2020. As per provision of the Section 152(6) of the Act, Mr. Zankarsinh Solanki (DIN 00014226), Whole-Time Director, retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment.

Meetings of the Board, Committees & Compliance to Secretarial Standards

Meeting of the Board and Committees

The Board met 6 (Six) time during the year on June 30, 2020, July 31, 2020, August 24, 2020, September 15, 2020, November 12, 2020 and February 13, 2021. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on February 13, 2021.

Details of the meeting of the Committees are provided in the Corporate Governance Report.

During the year under the review, the Company has complied with the provisions of Secretarial Standard 1 (relating to meeting of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings).

Composition of Committees

The Company have 3 (Three) Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee. A detailed note on the composition of the board and other committees are provided in the Corporate Governance Report.

Audit Committee

As required under section 177 (8) of the Companies Act, 2013 and Listing Regulations, the composition of the Audit Committee is mentioned herein below:

Name of Member Designation
Mr. Samirbhai Jani Chairman to the Committee
Mr. Viral Shah Member
Ms. Yashree Dixit* Member

*During the year Ms. Yashree Dixit become member of Audit Committee on June 30, 2020.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board and Nomination and Remuneration Committee had laid down the process and criteria for annual performance evaluation of the Board, its Committees and Individual Directors The evaluation criteria, inter-alia, covered various aspects of the Board functioning including its composition, attendance of Directors, participation levels, bringing specialized knowledge for decision making, smooth functioning of the Board and effective decision making. The performance of individual Directors was evaluated on parameters such as level of engagement and contribution, independence of judgment and safeguarding the interest of the Company, etc. The Directors expressed their satisfaction with the evaluation process.

Remuneration of Directors and Employees

A Statement pursuant to section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment & remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure C".

Policy on Directors Appointment, Payment of Remuneration and discharge of their duties

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to Section 178(3) of the Companies Act, 2013.

The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the Corporate Governance Report, which is a part of this report and is also available on website of the Company www.gyscoal.com.

Auditors

Statutory Auditor

M/s. Saurabh R Shah & Co., Chartered Accountants (FRN. 127176W), were appointed as The Statutory Auditors of the company at the 17th AGM held on September 29, 2016 for a term of 5 (Five) consecutive years to hold the office till the conclusion of the 22nd AGM to conduct statutory audit of F.Y. 2016-2021. However, on the completion of one term, M/s. Saurabh R Shah & Co., Chartered Accountants not intended to get re-appoint for second term due to dissolution of firm in near future. Hence, they intimated to the company their retirement from the office of statutory auditor and not offered themselves for re-appointment and requested the company to relieve them from the duties of statutory auditor w.e.f. June 17, 2021. Based on the experience and competency of the Auditors, requirement of the Company and other relevant aspects and on the recommendation of Audit Committee, Board of Directors (‘the Board) at their meeting held on June 17, 2021 appointed M/s. Ashok Dhariwal & Co.(FRN.: 100648W), Chartered Accountant as a Statutory Auditor of the Company for a term of 5 (Five) consecutive years commencing from F.Y. 2021-22 to 2025-26, subject to approval of shareholders at 22nd Annual General Meeting in place of retiring auditors M/s. Saurabh R Shah & Co., Chartered Accountants .

The Auditors Report for the financial year ended March 31, 2021, does not contain any qualification, reservation or adverse remark. The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The report is enclosed with the financial statements in this annual report.

Internal Auditor

The Company has re-appointed M/s Fenil P Shah, Ahmedabad as Internal Auditors in board meeting dated 17th June 2021 as Internal Auditors to carry out the internal audit of the Company for the financial year 2021-22. The Internal Auditors Reports are regularly reviewed by the Senior Management and the Audit Committee of the Board for its implementation and effectiveness.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Chirag Shah & Associates, Practicing Company Secretaries, Ahmedabad, were appointed as a Secretarial Auditors of the Company by the Board at their meeting held on July 31, 2020 to conduct the Secretarial Audit of the Company for the Financial year 2020-21. The secretarial audit report in the prescribed form MR-3 is attached herewith as "Annexure D".

Certain remarks in the Secretarial Audit Report do not have material impact on financial performance of the Company. The views of the Management on each such remark are given hereunder:

1. As per Regulation 17 (1) (c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) The Company was not having six directors on the Board of the Company from April 01, 2020 to June 29, 2020. NSE has imposed fine of Rs. 4,50,000 to the company.

The said non-compliance was cured by appointing Mr. Sunit Shah and Ms. Yashree Dixit as an Independent Director and Ms. Saroj Shah as a Non-Executive Non-Independent Director w.e.f. June 30, 2020. The fine of Rs. 2,00,000 was paid by the Company. However, Company has applied for waiver of fine and matter is pending before NSE. The delay in compliance was occurred due to COVID-19 crisis and lockdown, the process of selecting capable, expertise and experience got delayed.

2. As per Regulation 17 (1A) of Listing Regulations Company has appointed on Director who has attained the age of seventy-five years, is continuing to be on the Board without a Special Resolution passed. During the period from June 30, 2020 to August 24, 2020. NSE has imposed fine of Rs. 1,12,000 to the company.

Ms. Sarojben Shah was appointed as an Additional Non-Executive Director w.e.f. June 30, 2020 and will hold the office till the conclusion of ensuing Annual General Meeting ("AGM") to be held on September 29, 2020 i.e. the Board had approved her appointment as per section 161 of the Act subject to approval of the members at ensuing AGM through passing Special Resolution, but before the conduct of AGM, she tendered her resignation on August 24, 2020. The fine of Rs. 1,12,000 has been paid in total payment of penalty of Rs. 2,00,000 and also applied for waiver of fine and matter is pending before NSE.

3. As per Regulation 18 (1) (a) & 18 (1)(b) of Listing Regulations the audit committee was not having minimum three directors as members and was not having two-thirds of the members of audit committee as an independent director. During the Period from February 08, 2020 to June 30, 2020 the Audit Committee was comprised of 2 directors.

The said non-compliance was cured by appointing Ms. Yashree Dixit as an Independent Director w.e.f. June 30, 2020. Before end of quarter company has duly complied with the provision of Regulation 18 (1) (a) & 18 (1)(b) of Listing Regulations.

4. As per Regulation 19 (1) (a) of Listing Regulations Nomination and remuneration Committee was not having minimum three directors as members. During the Period from February 08, 2020 to June 30, 2020 the Nomination and remuneration Committee was comprised of 2 directors.

The said non-compliance was cured by appointing Ms. Yashree Dixit and Mr. Sunit Shah as an Independent Director w.e.f. June 30, 2020. Before end of quarter company has duly complied with the provision of Regulation 19 (1) (a) of Listing Regulations.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 the Company does not require to appoint Cost auditor and conduct audit for the financial year 2020-21.

Employees Stock Option Schemes

During the year under review, your company has not declared or granted any Employee Stock Options to the Directors or Employees of the Company.

Declaration by Independent Directors and statement on compliance of Code of Conduct

During the year under review, all Independent Directors have given their declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) Listing Regulations and have also complied the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. In opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and Rules made thereunder and Listing Regulations. In terms of provisions of Listing Regulations, the Board of Directors of the Company have laid down a

Code of Conduct ("Code") for all Board Members and Senior Management Personnel of the Company. The Board Members and senior management personnel of the Company have affirmed compliance with the Code. The Managing Director of the Company has given a declaration to the Company that all Board Members and senior management personnel of the Company have affirmed compliance with the Code.

Familiarization Programme for Directors

The Company believes that a Board, which is adequately informed/familiarized with the Company and its affairs can contribute significantly to effectively discharge its fiduciary duty as director of the company and that fulfils stakeholders aspirations and societal expectations. In this regard, the Directors of the Company are updated on changes/developments in the domestic/global industry scenario in the sector which affect the business of the Company, to enable them to take well informed and timely decisions. The Company believes that the Board be continuously empowered with the knowledge of the latest developments in the Companys business and the external environment affecting the industry as a whole. The details of familiarization programs have been disclosed on the website of the Company www.gyscoal.com.

Human Resource Development

Your Company believes that Human Resources play a vital role in achieving its corporate goal. Hence, the Company continues to invest on hiring the best talent from other industries, developing and retaining the available talent to ensure a sustainable talent supply within the organization. The Company provides various opportunities to the employees to develop their skills to take up higher responsibilities in the organization.

Vigil Mechanism process (Whistle Blower Policy)

As per the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has devised a vigil mechanism named Whistle Blower Policy for escalating system of ethical concerns etc. and to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are available on the website of the Company at www.gyscoal.com and also given in the Corporate Governance Report.

Directors Responsibility Statement

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, with respect to Directors

Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the year ended March 31, 2021, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgments 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 loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts for the year ended March 31, 2021 on a ‘going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2020-21.

Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size and nature of its business operations. The Company has appointed an external audit firm for internal audit of the Company. The Company has appointed M/s. Fenil P Shah as Internal Auditors to carry out the internal audit. The Internal Auditor reviews the adequacy of internal control system in the Company and its compliance with operating systems and policies & procedures. Based on the report of internal auditor, the account department undertakes corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee on quarterly basis. The Internal Auditors Reports are regularly reviewed by the Senior Management and the Audit Committee for its implementation and effectiveness. The details in respect of internal financial control and their adequacy are also included in the Management Discussion and Analysis Report, which is a part of this report.

Risk Management

Risk is an integral part of any business and therefore, Risk Management is an important function that the business management has to perform to ensure sustainable business growth. The Company has a Risk Management framework in place to identify, assess, monitor and mitigate various risks to the business. This framework seeks to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The framework also defines the risk management approach across the company at various levels. The Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

Management Discussion and Analysis Report & Corporate Governance

The Management Discussion and Analysis Report on the Industry and business operations of the Company, as required under Listing Regulations are set out in "Annexure-E" forming part to this Report.

As prescribed under Regulation 34 (3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices implemented by the Company, along with the Compliance Certificate from the Secretarial Auditors regarding compliance of conditions of corporate governance as stipulated in Listing Regulations are set out in "Annexure F" forming part to this Annual report.

Corporate Social Responsibility

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 does not applicable to the Company.

Related Party Transactions

During the year under review, all related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company or which requires the approval of the shareholders. Since all related party transactions entered into by the Company were in ordinary course of business and were on arms length basis, Form AOC-2 is not applicable to the Company. The details of the transactions with Related Party are provided in the note of the standalone audited financial statements in accordance with the Accounting Standards.

All Related Party Transactions are placed before the Audit Committee and the Board on quarterly basis. Omnibus approval of audit committee and board are obtained for the transactions which are forecasted and are repetitive in nature. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at www.gyscoal.com.

Material Changes

There have been no material changes and commitments affecting the financial position of the Company between the end of financial year of the Company to which the financial statements relate and date of this report.

Significant and Material orders passed by the Regulators or Courts

During the financial year under review, no significant or material orders were passed by any Regulatory/ Statutory Authorities or the Courts or tribunals which would impact the going concern status of the Company and its future operations.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors as prescribed under Section 143(12) of the Companies Act, 2013 and rules made thereunder.

Disclosure

• Your Company strongly believes in providing a safe and harassment free workplace to all its employees. The Company continuously endeavors to create and provide an environment that enables women employees to work without fear of prejudice, gender bias and sexual harassment and/or any such orientation in implicit or explicit form. For this purpose, the Company has in place ‘Policy of Protection of Women against Sexual Harassment at Work Place and also formed Complaint Redressal Committees at various administrative units/ Offices. During the year under review, no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

• The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders which prohibits trading in securities of the company by directors and employees while in possession of Unpublished Price Sensitive Information in relation to the Company. The said code is available on the website of the Company at www.gyscoal.com.

• During the Year under review, company has complied with Secretarial Standards as applicable to the company.

• The Company has maintained cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013.

• Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, a copy of the Annual Return is available on the Companys website at www.gyscoal.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of Board of Directors,
Gyscoal Alloys Limited
Sd/-
Date: August 12, 2021 Viral Shah
Place: Ahmedabad Chairman and Managing Director