gyscoal alloys ltd Directors report

Standalone financials are similar to the consolidated financials as companys share of loss in associate is exceed the carrying amount of the investment. Hence, the impact of consolidation of subsidiaries financials with standalone financials is insignificant.

Review of Business Operations

The financial year 2022-23 has registered increase in production and sales volumes as compared to previous financial year. Company is engaged in single segment, the item wise product performance are as per below:

Your Company has posted Revenue from operations for the current year standalone and Consolidated at Rs. 4687.92 Lakhs. Total revenue increased more than double from Rs. 2292.38 Lakhs to Rs. 4687.92 Lakhs. The Profit before interest, depreciation, tax and exceptional items for the current year stands at Rs. 295.73 Lakhs. Standalone and Consolidated Net profit after tax increased to 186.52 Lakhs from Rs. (551.69) Lakhs.

The Consolidated Financial Statements for the financial year 2022-23 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.

Change in Object

The Board of Directors has proposed in its Board Meeting held on August 14, 2023 to change object clause of the Company by inserting Agricultural Products and chemical and other chemicals products in its existing object clause. Accordingly, proposal for Amendment in object clause is placed before the shareholders in notice of AGM for their approval.

Dividend

During the year under review, your Directors have not recommended any Dividend on Equity Shares of the Company with a view to conserve resources for expansion of business.

The company does not fall under the mandatory criteria of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, there is no unclaimed dividend which required to transferred "Unpaid Equity Dividend Account" as required under section 124 of the Companies Act 2013.

Investors Education and Protection Fund

During the year, the Company was not liable to transfer any amount to the Investor Education and Protection Fund as required under Section 124 and 125 of the Companies Act, 2013.

Transfer to Reserves

The Board of Directors of your company have decided not to transfer any amount to the Reserves for the year under review except a portion of the profit after tax (PAT) to general reserve. Mandatory transfer to general reserve is not required under the Companies Act, 2013.

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.

Share Capital

During the year total Authorized Share Capital remains Rs. 50,00,00,000 (Rupees Fifty Crores only) consisting of 50,00,00,000 (Fifty Crores) equity shares of Rs. 1/- (Rupee One) each.

During the year under review, the Company had allotted 17,41,03,116 equity shares of Rs. 1 each fully paid up at issue price of Rs. 2.75/- (Premium of Rs. 1.75/-) each raised through Rights Issue on February 06, 2023. As a result of such allotment, the paid-up share capital of the Company increased from Rs. 15,82,75,560 (comprising 158275560 equity shares of Rs. 1 each) to Rs. 33,23,78,676 (comprising 332378676 equity shares of Rs. 1 each). The equity shares so allotted rank pari-passu with the existing equity shares of the Company. Except as stated herein, there was no other change in the share capital of the Company.

After closing of the Financial Year company has allotted:

55,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 3.24 each to Non- Promoters on July 26, 2023.

8,12,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 3.24 each to Promoter and non- Promoters on July 28, 2023.

2,28,00,000 Convertible Warrants in to Equity Shares on preferential basis at the issue price of Rs. 3.24 each to Promoter (on conversion of loan) on July 28, 2023.

The Board of Directors at their meeting held on Saturday, August 26, 2023 proposed to increase its authorized Share capital of the Company from existing 50,00,00,000 to 70,00,00,000 and same is placed before the members at ensuing AGM for the approval of shareholders.

After closing of financial year company received application letter via email dated Sunday, April 09, 2023 for reclassification from the promoters and promoters group Mr. Zankarsinh Solanki and Giraben Solanki and same was approved by the Board in their Board Meeting held on April 10, 2023. Further, Board took note that application for reclassification as provided by the said promoters are not as per format specified under Regulation 31A of Listing Regulation and company has requested to provide application as per specified format as per Regulation 31A of Listing Regulation but till date Company has not received any response from the said Promoters. Application for reclassification is pending with Stock exchange.

The Company has neither issued shares with differential voting rights nor granted any stock options or issue any sweat equity or issued any bonus shares. Further, the Company has not bought back any of its securities during the year under review and hence no details / information invited in this respect.

Subsidiary, Joint Venture & Associate Companies

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. The Company has only one associate company named Goldman Hotels & Resorts Private Limited. The total companys share of loss in associate company is more than carrying amount of investment value in associate. Hence, company has reported investment value at Nil.

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.

As per the provisions of Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and other related information of the Company, are available on our website. These documents will also be available for inspection during business hours at our registered office till date of annual general meeting.

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

Consolidated Financial Statement

Audited annual consolidated financial statements forming part of the annual report have been prepared in accordance with Companies Act, 2013, Indian Accounting Standards (Ind AS) 110-

Consolidated Financial Statements and Indian Accounting Standards (Ind AS] 28 - Investments in Associates and Joint Ventures, notified under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards] Rules, 2015 and as amended from time to time.

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 202223 and 2023-24.

Directors and Key managerial Personnel

The Board of Director has regularized Ms. Mona Viral Shah (DIN 02343194] and Mr. Mahendra Kumar Shukla (DIN: 09461897] at Extra-Ordinary General Meeting (EGM) held on May 09, 2022.

The Mr. Hemang Shah (DIN: 08740598] appointed as an Additional Non-Executive Independent Director on April 13, 2022 and regularized him by the members at the EGM held on May 09, 2022.

The Board appointed Ms. Laxmi Jaiswal (DIN: 09616917] and Mr. Ravi Thakkar (DIN: 09620074] as an Additional Non-Executive, Independent Director on May 25, 2022 by Resolution passed by circular and members has regularized them at 23^rd Annual General Meeting held on August 24, 2022.

During the year, Mr. Vishal Parikh resigned from the position of Chief Financial Officer (CFO] w.e.f. June 30, 2023 and Mr. Neelesh Butara, CFO of the Company was appointed on July 30, 2022 and resigned w.e.f. July 09, 2023. Mr. Narendra Sharma appointed as CFO w.e.f. August 14, 2023.

As per provision of Section 152(6] of the Act, Mrs. Mona Viral Shah (DIN 02343194], Executive Director and Chairperson, retires by rotation at the ensuing AGM and, being eligible, offers herself for re-appointment. The board recommends her re-appointment.

Board Recommended re-appointment of Mr. Mahendra Shukla (DIN: 09461897] as an Executive Director for the period of 3 years and Ms. Mona Shah (DIN: 02343194] as an Executive Director and Chairperson of the Company for the term of 5 years w.e.f. October 01, 2023 to the shareholders at ensuing Annual general Meeting to comply with the Regulation 17 of Listing Regulation.

All the Independent Directors of your Company have affirmed compliance to the code of conduct for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013 and under Section 149(7] of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6] of the Companies Act, 2013 and Regulation 25 and 16(1](b] of the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015. The Board relies on their declaration of independence. Further, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The terms and conditions of appointment of the Independent Directors are available on the website of the company at https://www.gyscoal.com/wp-

content/uploads/2014/03/independent director appointment policy.pdf

None of the Directors of your Company are disqualified under the provisions of Section 164(2)(a) and (b) of the Companies Act, 2013 as per the declaration received from the Directors.

As on date of this report, Ms. Mona Shah, Executive Director and Chairperson; Mr. Mahendra Shukla, Executive Director; Mr. Narendra Sharma, Chief Financial Officer and Ms. Hiral Patel, Company Secretary and Compliance Officer are the Key Managerial Personnels of the company.

Meetings of the Board, Committees & Compliance to Secretarial Standards

During the year under review, the Board met Seven times viz. on April 13, 2022, May 11, 2022, July 30, 2022, August 05, 2022, September 28, 2022, November 11, 2022, and January 09, 2023. The necessary quorum was present during all the meetings. The Notice along with Agenda of each Board Meetings were given to each Director of the Company.

The intervening gap of the board meetings were within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the recommendations made by the Audit Committee were accepted by the Board of Directors at their respective meetings.

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 January 09, 2023.

Your companys Board of Directors have constituted the following committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee;

d) Right Issue Committee;

e) Committee of Board.

During the year, Extra Ordinary General Meeting was held on May 09, 2022 and Annual General Meeting was held on August 24, 2022.

Details of number of the meetings, terms of reference of the Committees, Committee membership, changes and attendance of members at meetings of the Committees are included in the Corporate Governance Report, which forms part of this Annual Report. During the year, all the recommendations made by the all Committees were accepted by the Board.

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).

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 carried out an annual performance evaluation of its own performance, the performance of the Independent Directors

individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.

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 and Remuneration of Managerial Personnel) Rules, 2014 is attached with "Annexures C".

Policy of Directors Appointment, Payment of Remuneration and Discharge of their Duties

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee (NRC) to select a candidate for appointment to the Board, but when there is non-composition in the NRC committee then Board directly appoint the candidate for the Board without recommendation of NRC.

The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As at March 31, 2023 the Board of Directors comprised of 6 (Six) Directors, of which 4 are non-executive, out of which two women directors and three Independent Directors. Two directors are executive directors.

The policy of the Company on Directors appointment, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination Policy. The remuneration paid to the directors is in accordance with the remuneration policy of the Company.

It is affirmed that the remuneration paid to Directors, Key Managerial Prsonnel 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 part of this report and is also available on website of the company https://www.gyscoal.com/wp-

content/uploads/2014/13/nomination_remuneration_committee_policy.pdf

Auditors & their Reports

Statutory Auditor

Pursuant to Section 139 (2) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Company at its 22^nd Annual General Meeting (AGM) held on September 29, 2021, had appointed M/s Ashok Dhariwal & Co. (FRN.: 100648W), Chartered Accountant as statutory auditor for a period of five years i.e. up to the conclusion of 27^th AGM to be held in year 2026. Further, their appointment is within the limits as specified in section 141 of the Companies Act, 2013 and they are not disqualified from continuing as Statutory Auditors of the Company until end of their current tenure.

The Audit report along with Notes to Accounts forms part of this Annual Report. There has been qualifications, reservations or adverse remarks made by Statutory Auditors of the company in their report for the financial year ended March 31, 2023 and same was placed before the Audit Committee and the Board.

Auditors Report & Management Response on the Qualification made by statutory auditors:

The Auditors Report for the Financial year 2022-23 is a "qualified report" for the both standalone and consolidated financial statements and statement of Impact of Auditors qualification forming part of audit report.

Auditors Qualification:

Standalone:

1. In respect of Trade Receivables amounting to Rs. 2,532.35 Lakhs, we have not received balance confirmations from the debtors. The realisability of these amounts is doubtful and company has not made any provision for Bad and Doubtful debts in respect of these receivables. In the absence of confirmations and other corroborative evidence, we are unable to comment on the extent to which such balances are recoverable and the reported Financials may have consequential impact which remains unascertained.

Management explanation: The Company is in process of obtaining balance confirmation from Trade receivables. The entire process will be done before 31^st July, 2023.

2. The company had entered into a One Time Settlement ("OTS"] with M/s Omkara Asset Reconstruction Private Limited ("Omkara ARC"] vide letter dated 20.05.2022 for the settlement of dues of UCO Bank. As per the terms of the OTS, the entire dues of Rs. 1,775 Lakhs were to be paid by 25.09.2022. The company defaulted in payment of OTS and as per the terms of OTS, the company is liable to pay default interest @24% per annum compounded monthly along with penal interest @2%.The company has not provided for this interest on default in payment of OTS and to that extent outstanding loan liability is understated and net profit is overstated Rs. 265.36 Lakhs.

Management explanation: The Company is confident of making payment of entire dues of Rs. 1,775 Lakhs by 30^th September, 2023. As per the understanding of the Company and M/s. Omkara Asset Reconstruction Private Limited ("Omkara ARC"], there would not be any interest payment on default in payment of OTS.

Consolidated:

1. In respect of Trade Receivables amounting to Rs. 2,532.35 Lakhs, we have not received balance confirmations from the debtors. The realisability of these amounts is doubtful and company has not made any provision for Bad and Doubtful debts in respect of these receivables. In the absence of confirmations and other corroborative evidence, we are unable to comment on the extent to which such balances are recoverable and the reported Financials may have consequential impact which remains unascertained.

Management explanation: The Company is in process of obtaining balance confirmation from Trade receivables. The entire process will be done before 31^st July, 2023.

2. The company had entered into a One Time Settlement ("OTS"] with M/s Omkara Asset Reconstruction Private Limited ("Omkara ARC"] vide letter dated 20.05.2022 for the settlement of

dues of UCO Bank. As per the terms of the OTS, the entire dues of Rs. 1,775 Lakhs were to be paid by 25.09.2022. The company defaulted in payment of OTS and as per the terms of OTS, the company is liable to pay default interest @24% per annum compounded monthly along with penal interest @2%.The company has not provided for this interest on default in payment of OTS and to that extent outstanding loan liability is understated and net profit is overstated Rs. 265.36 Lakhs.

Management explanation: The Company is confident of making payment of entire dues of Rs. 1,775 Lakhs by 30^th September, 2023. As per the understanding of the Company and M/s. Omkara Asset Reconstruction Private Limited ("Omkara ARC"), there would not be any interest payment on default in payment of OTS.

Internal Auditor

M/s. Radheshyam I Shah and Associates (FRN.:128398W), Chartered Accountant, continued to be the Internal Auditors of the company as per the provisions of Section 138 of the Companies Act, 2013 for conducting the internal audit of the company for the financial year 2022-23. The Internal Audit Reports issued by M/s. Radheshyam I Shah and Associates submitted to the Audit Committee and Board of directors on quarterly basis.

Further, as per section 138(1) read with Companies (Accounts) Rules, 2014, the board of directors of the Company have re-appointed of M/s. Radheshyam I Shah and Associates (FRN.:128398W), Chartered Accountants, Ahmedabad as the Internal Auditor of your Company for the financial year 2023-24 and the Company has also received consent for their re-appointment as the Internal Auditors of the Company to that effect.

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 (COP: 3498), Practicing Company Secretaries, Ahmedabad, appointed as a Secretarial Auditors of the Company by the Board at their meeting held on July 30, 2022 to conduct the Secretarial Audit of the Company for the Financial year 2022 - 23. The secretarial audit report in the prescribed form MR-3 is attached herewith as "Annexure D".

Management explanation on the remarks of Secretarial Audit report:

a) There was delay in submission of disclosure of related party transactions on consolidated basis as per regulation 23(9) of SEBI (LODR) Regulations 2075;

The delay was occurred to due to change in time line from 30 days to 15 days from the date of publish of financials for half year result. Due to misinterpretation of amendments of Listing Regulation and non-compliance was occurred. Further, the company has duly paid penalty levied by the stock exchanges.

b) There was delay in submission of notice pertaining to the meeting of board of directors as per regulation 29(2)/(3) of SEBI (LODR) Regulations 2015;

The meeting was called on the shorter notice and consent of all the Directors was taken for the matter pertaining to Regulation 29 of Listing Regulation. The company has duly paid penalty levied by the stock exchanges.

c) The Board of Directors of the listed entity comprises of less than six directors during the period of 9th May,2022 to 24th May,2022 as per regulation 17(1)(3) of SEBI (LODR) Regulations 2015.

In this Board is of opinion and explained that the non-composition is for period of 15 days only. During this period, Independent Directors has resigned and within 15 days new Independent

Directors was appointed. Hence, this is not non-compliance as per regulation 17(1E] of SEBI (LODR] Regulations 2015. Regulation 17 (1E) of listing regulation state that Any vacancy in the office of a director shall be filled by the listed entity at the earliest and in any case not later than three months from the date such vacancy company shall fill the vacancy within period of 3months and company has filled vacancy within 15 days.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

During the period under review, the Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India. The Company has also undertaken an audit for the FY 2022 - 23 pursuant to SEBI Circular No. CIR/CFD/CMO/I/27/2019 dated February 08, 2019 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circular/ Guidelines issued thereunder. The Report (Annual Secretarial Compliance Report] has been submitted to the Stock Exchanges on May 30, 2023 which is within 60 days of the end of the financial year ended March 31, 2023 and same is available on the website of the Company at https://www.gyscoal.com/wp-content/uploads/2023/secretarial_compliance_report_2023.pdf

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit] Amendment Rules, 2014 the Company do not required to appoint Cost auditor and conduct audit for the financial year 2022-23. The provision of maintenance of cost records as specified by the Central Government under sub-section (1] of Section 148 of the Companies Act, 2013 is not applicable.

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

During the year under review, Company has received necessary declaration from each of the Independent Directors under Section 149(7] of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6] of the Companies Act, 2013 and Regulation 25 of Listing Regulation 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 of the Company. The Board Members of the Company have affirmed compliance with the Code. The CEO 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.

Familiarisation Programme for Directors

The Company believes that a Board, which is adequately informed/familiarised 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 policy and details of the Familiarisation Programme imparted to the Independent Directors of the company are available on the website of the company https://www.gyscoal.com/wp-content/uploads/2014/13/Familiarisation Programme for IDs.pdf.

In the opinion of the Board, the Independent Directors of the Company possess the integrity, requisite experience and expertise, relevant for the industry in which the Company operates. Further, all the Independent Directors of the Company have successfully registered with the Independent Directors Databank of the Indian Institute of Corporate Affairs.

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)

Your company has adopted a Whistle Blower Policy for its directors and employees to report genuine concerns and to freely communicate their concerns about the illegal or unethical practices and/or instances of leakage of Unpublished Price Sensitive Information as per the provisions of Section 177(9) and (10) of the Companies Act, 2013, Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. During the year under review, no instances have been reported or investigated under the Whistle Blower / Vigil mechanism of the company. The Audit committee of the company reviews the functioning of this mechanism atleast once a year. The Whistle Blower Policy of the company is available on the website of the company at https://www.gyscoal.com/wp-content/uploads/2021/07/Whistle_Blower_Policy.pdf.

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, 2023, 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, 2023 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; and

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.

Internal control system 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. Pursuant to Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO has provided certification regarding the adequacy of the Internal control systems and procedures.

The Company has appointed M/s. Radheshyam I Shah & Associates 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 internal audit report are presented to the Audit Committee on quarterly basis. The Internal Auditors Reports are regularly reviewed by the Board 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.

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".

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 Risk management policy is available on the website of the Company https://www.gyscoal.com/wp-content/uploads/2014/13/Risk_Management_Policy.pdf.

The Company does not fall under the ambit of top 1000 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 and 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. The Compliance certificate issued by Secretarial Auditors reported:

a] The Board of Directors of the listed entity comprises less than six directors during the period of 09^th May, 2022 to 24^th May,2022 as per regulation 17(1} (3) of SEBI (LODR] Regulations 2015.

In this Board is of opinion and explained that the non-composition is for period of 15 days only. During this period, Independent Directors has resigned and within 15 days new Independent Directors was appointed. Hence, this is not non-compliance as per regulation 17(1] (3] of SEBI (LODR] Regulations 2015 and as per regulation 17 (1E) Any vacancy in the office of a director shall be filled by the listed entity at the earliest and in any case not later than three months from the date such vacancy company shall fill the vacancy within period of 3months and company has filled vacancy within 15 days.

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 transactions entered into with Related Parties as defined under the Companies Act, 2013, and Regulation 23 of the SEBI (LODR] Regulations during the financial year were in the ordinary course of business and on arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosures as required by the Indian Accounting Standard (Ind AS 24] has been made in the notes to the Financial Statements.

The Board approved policy for related party transactions is available on the Companys website https://www.gyscoal.com/wp-content/uploads/2021/07/RPT_Policy.pdf. 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 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.

Material Changes after closing of financial year and date of Report

After closing of the financial year your company has raised the fund through preferential issue by issuing 5500000 equity shares on 26.07.2023 to Non-Promoters and 81200000 equity shares to Promoter and Non-promoters on 28.07.2023. Company has allotted 22800000 warrant convertible in to Equity shares to promoter.

After closing of Financial year name of the Company changed from Gyscoal Alloys Limited to Shah Metacorp Limited.

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 and hence, there is nothing to report by the Board of Directors under Section 134 (3)(ca) of the Companies Act, 2013..

Policy on prevention of sexual harassment at workplace

Your company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment comprising of one women Presiding Officer and two employees one external women member. All employees (permanent, temporary, trainees) are covered under this policy.

During the year under review, the ICC has not received any complaints about sexual harassment in the company and no complaints were pending as on March 31, 2023. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace. The policy on Sexual Harassment at Workplace is placed on the Companys website at https://www.gyscoal.com/wpcontent/uploads/2021/07/Sexual_Harassment_of_Women_at_the_W orkplace_Policy.pdf. To build awareness in this area, the Company has been conducting detailed orientation to new employees on Policy for prevention of Sexual Harassment at the Workplace adopted by the Company.

Business Responsibility and Sustainability Report

A Business Responsibility and Sustainability Report as stipulated under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time is not applicable to the Company.

Details of utilisation of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32(7A) of the SEBI Listing Regulations

During the year, your company has not raised any funds through Preferential Allotment and Qualified Institutional Placement. However, the Company had raised funds through Right issue during the year and there was no deviation in utilization of fund and quarterly report of statement of deviation of fund was uploaded on Stock exchanges.

Disclosure

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.

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act

read with Rule 11 of the Companies (Management and Administration] Rules, 2014 are placed on the website of the Company and is accessible at https://www.gyscoal.com/wp- content/uploads/2023/secretarial_compliance_report_2023.pdf.

There has been no change in the nature of business of the company.

One-time settlement (OTS] with Omkara Asset Reconstruction Private Limited is under process and same will be disclosed once the terms of OTS get final. The Company had received No due certificate under OTS with SBI on 23.07.2021 and same was disclosed by the company.

All the compliant received from investors during the year has been resolved.

During the year Vedant Tradelink Private Limited filed case against the company and same was disposed off on 06.05/2022 before National Company Law Tribunal during the financial year 2022-23. Other than the mentioned there is no litigation filed during the F.Y. 2022-23 before National Company Law Tribunal.

SUMMARY OF OUTSTANDING LITIGATION AND DEFAULTS:

Criminal proceedings against our Company-7, Criminal proceedings by our Company-13, Material civil litigation against Company-1, Material civil litigation by our Company-2, Actions by statutory or regulatory authorities outstanding -nil, Direct and indirect tax proceedings-14. The details of pending litigation are forming part of Letter of Offer which is available on the website of the Company and accessible by https://www.gyscoal.com/wp- content/uploads/2022/lof_28122022.pdf.

There is no Material uncertainty related to Going Concern.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation for the cooperation and assistance 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 places on record their deep appreciation to employees and labours at all levels for their hard work, dedication, cooperation and commitment during the year.

Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.