Maithan Alloys Ltd Directors Report.

Dear Members,

Your Directors have the pleasure in presenting the 34th Annual Report on the business and operations of the Company along with the Financial Statement for the financial year ended 31 March 2019.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31 March 2019 is summarised below:

(र in lakh)
Financial Results 2018-19 2017-18
Revenue from operations 1,98,793.01 1,89,099.93
Other income 2,606.96 1,469.49
Total Income 2,01,399.97 1,90,569.42
Expenses
Operating expenditure 1,66,563.16 1,51,029.17
Depreciation and amortisation expense 1,563.27 1,544.43
Total Expenses 1,68,126.43 1,52,573.60
Profit before finance cost and tax 33,273.54 37,995.82
Finance costs 590.81 405.34
Profit Before Taxes 32,682.73 37,590.48
Less: Provision for taxation:
- Current tax 6,815.00 8,530.82
- Deferred tax 341.45 (114.97)
Profit After Taxes 25,526.28 29,174.63

STATE OF COMPANYS AFFAIRS AND OPERATIONS

The Company sustained its growth momentum during the year under review amidst lot of uncertainties and volatility in the global and domestic markets during the financial year 2018-19, by focussing on manufacturing excellence and cost reduction to provide customised products at the most competitive prices. The Company recorded another excellent performance and reached a milestone of crossing H2,000 crore in Total Income.

India continues to be one of the fastest growing economies in the world and this is expected to continue in the financial year 2019-20. Your Company is well placed to capitalise on the growth in steel production through its manufacturing excellence and strong client base.

During the financial year 2018-19, the Total Income increased to H2,01,399.97 lakh from H1,90,569.42 lakh in the financial year 2017-18, registering a growth of about 5.68%. Profit Before Tax stood at H32,682.73 lakh and Profit After Tax stood at H25,526.28 lakh in the financial year 2018-19

as compared to H37,590.48 lakh and H29,174.63 lakh, respectively in the financial year 2017-18, resulting in a decline of about 13.06% and 12.51%, respectively mainly on account of margins correcting from all time high in financial year 2017-18.

The Wind Mill division of the Company has achieved sales of H184.02 lakh during the financial year 2018-19 and is operating satisfactorily. There was no change in the nature of business of the Company during the financial year 2018-19.

OUTLOOK

The information on the Business Overview and Outlook of the Company is discussed in the Management Discussion and Analysis on Page No. 16 to 25 of this Annual Report.

EXPANSION OF MANUFACTURING CAPACITY

The Board of Directors (hereinafter referred as ‘the Board) at its meeting held on 30 April 2018 accorded their consent to set-up a new greenfield Ferro Alloy manufacturing unit in West Bengal with an estimated installed capacity of 120,000 MT per annum of ferro alloys. It is proposed to set-up the unit with an estimated cost of H27,500.00 lakh to be financed from internal accruals of the Company. The same would increase the installed capacity of the Company by about 50%.

The necessary regulatory approvals for setting up the said unit are awaited.

SHARE CAPITAL

The Authorised Share Capital and Paid-up Share Capital of the Company as on 31 March 2019 were H8,000.00 lakh and H2,911.16 lakh, respectively. During the year under review, the Company has not granted any employees stock option. The Company has neither issued any shares with differential voting rights nor sweat equity shares during the financial year 2018-19. As at 31 March 2019, none of the Directors of the Company hold any convertible instrument of the Company.

DIVIDEND

Based on the Companys performance, the Directors are pleased to recommend for approval of the Members, a dividend of H6.00 per equity share of H10.00 each (i.e. 60%) for the financial year 2018-19, to be paid on total equity shares of the Company. The dividend on the equity shares, if approved by the Members, may involve an outflow of H1,746.69 lakh towards dividend and H359.04 lakh towards dividend tax, resulting in a total outflow of H2,105.81 lakh.

AMOUNT TRANSFERRED TO RESERVES

Nil

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THE REPORT

None

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Non-Executive Directors & Independent Directors

Mr. Biswajit Choudhuri (DIN: 00149018), an Independent Director of the Company, tendered his resignation from Directorship of the Company with effect from 11 March 2019. The Board placed on record its appreciation for the valuable contribution and strategic guidance given by him, during his tenure as an Independent Director and as the Chairman of the Stakeholders Relationship Committee of the Company.

Mr. Nand Kishore Agarwal (DIN: 00378444) was appointed as an Independent Director of the Company with effect from 22 September 2014, for a period of five consecutive years in terms of Section 149 read with Schedule IV to the Companies Act, 2013. Accordingly, his tenure as an Independent Director will conclude on 21 September 2019. The Board at its meeting held on 30 April 2019, on the recommendation of the Nomination and Remuneration Committee, re-appointed him as an Independent Director for a second term of five consecutive years with effect from 22 September 2019, subject to approval of the Members of the Company. Further, in terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the Members is also accorded for continuation of Directorship of Mr. Agarwal, who will attain the age of seventy five years during his second term, as an Independent Director of the Company. The Board recommends the same for approval of the Members by passing a Special Resolution at the ensuing Annual General Meeting.

The Company has received declaration from all the

Independent Directors, afirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Executive Directors and Key Managerial Personnel

The tenure of Mr. Subhas Chandra Agarwalla (DIN: 00088384) as the Chairman and Managing Director and Mr. Subodh Agarwalla (DIN: 00339855) as the Whole-time Director and Chief Executive Officer (CEO) being Key Managerial Personnel was concluding on 31 March 2019. Consequently, the Board at its meeting held on 28 January 2019, re-appointed Mr. Subodh Agarwalla as the Whole-time Director and Chief Executive Officer (CEO) being Key Managerial Personnel and Mr. Subhas Chandra Agarwalla as the Chairman and Managing Director, with effect from 1 April 2019 for a further period of five and three years, respectively. Their re-appointments are subject to approval of the Members at the ensuing Annual General Meeting of the Company and the Board recommends the same.

Mr. Sudhanshu Agarwalla and Mr. Rajesh K. Shah, continue to hold office as the President and Chief Financial Officer and Company Secretary of the Company, respectively, in terms of Section 203 of the Companies Act, 2013.

None of the Key Managerial Personnel have resigned during the financial year 2018-19.

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Subhas Chandra Agarwalla (DIN: 00088384) retires by rotation at the ensuing Annual General Meeting and being eligible, o ers himself for re-appointment. The Board recommends his reappointment. The brief details of Directors proposed to be reappointed at the ensuing Annual General Meeting has been provided in the Notice convening the ensuing Annual General Meeting.

EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation through structured evaluation sheets, for each Director (including Independent Directors), its Committees and its own performance based on the criteria laid down in the Remuneration Policy of the Company and in the manner specified by the Nomination and Remuneration Committee of the Company. Further, the Nomination and Remuneration Committee has also carried out the performance evaluation of every Director of the Company.

Further, during the year under review, the Independent Directors of the Company reviewed (i) the performance of Non-Independent Directors and the Board as a whole, (ii) the performance of the Chairman of the Company and (iii) assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2018-19, 5 (five) meetings of the Board were duly convened, held and concluded. The details of the Board Meetings have been furnished in the Report on Corporate Governance forming part of this Directors Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMMITTEES OF THE BOARD

The details of the following committees of the Board along with their composition and meetings held during the financial year 2018-19 are given in the Report on Corporate Governance forming part of this Directors Report.

1. Audit Committee

2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee 4. Risk Management Committee 5. Corporate Social Responsibility Committee

REMUNERATION POLICY

The Board at its meeting held on 28 January 2019 has substituted the existing Remuneration Policy of the Company with a new Remuneration Policy to be effective from 1 April 2019. The Remuneration Policy of the Company is attached to the Report on Corporate Governance forming part of this Directors Report.

The said Policy lays down a framework in relation to remuneration of all Directors, KMP and other Employees on the pay roll of the Company and inter-alia provides the following:

1 The provisions related to the appointment criteria and qualifications, term/tenure, removal, retirement of Directors, Key Managerial Personnel and other Employees.

2 The Remuneration Components including the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees), Key Managerial Personnel, and other Employees.

3 The criteria for performance evaluation for Independent & Non-Executive Directors, Executive Directors, Board as whole, Committees of the Board.

The above policy has also been posted on the website of the Company at ‘www.maithanalloys.com.

VIGIL MECHANISM

The Vigil Mechanism established by the Company empowers the directors and employees and other concern to report their genuine concerns relating to the Company and provides for adequate safeguards against victimisation of those who use such mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases. The Audit Committee has been empowered to review the functioning of the Vigil Mechanism. A copy of the Vigil Mechanism Policy is available on the Companys website at ‘www. maithanalloys.com.

RISK MANAGEMENT

Business risks exist for every enterprise having national and international exposure. The Company has a Risk Management Policy to control and minimise the risk factors of the Company and the said Policy is being implemented and monitored by the Risk Management Committee. A brief detail on the Risk Management and the key business risks identified by the Company and its mitigation plans are provided at Page No. 22 to 23 of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has adopted Corporate Social Responsibility Policy and the same is available on the Companys website at ‘www.maithanalloys.com. During the financial year 2018-19, the Company has spent 2% of the average net profits of the three immediately preceding financial years on various Corporate Social Responsibility (CSR) activities. The expenditure has been carried out mainly in the areas of education, health care, rural development and welfare of animals, as specified under Schedule VII of the Companies Act, 2013 and CSR Policy of the Company. Further, the Company has constituted a trust in the name of ‘BMA Foundation, to carry out its CSR activities in addition of making donations to other charitable organisations or NGOs.

The Annual Report on CSR activities during the financial year 2018-19, in prescribed form, including the brief contents/salient features of the CSR Policy of the Company, as approved by the CSR Committee is annexed herewith as Annexure-"A".

DEPOSITS

The Company did not accept any Deposit from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year 2018-19 and as such, no amount of principal, interest, unpaid or unclaimed deposit remained unpaid or unclaimed or was outstanding as on the Balance Sheet date.

CREDIT RATING

CARE has upgraded the Companys credit rating to ‘CARE AA; Stable (i.e. Double A; Outlook: Stable) from ‘CARE AA-; Stable (i.e. Double A Minus; Outlook: Stable) for long-term bank facilities and re-afirmed ‘CARE A1+ (i.e. A One Plus) rating for short-term bank facilities vide their letter dated 26 September 2018. Further, CRISIL has assigned ‘CRISIL AA-/Stable (i.e. CRISIL AA Minus/Stable) rating for Companys long-term bank facilities and ‘CRISIL A1+ (i.e. CRISIL A One Plus) rating for Companys short-term bank facilities, vide their letter dated 1 December 2017 and said ratings were valid up to 2 January 2019. Such ratings indicate that the Company has strong capacity for timely payment of debt obligations and carries low credit risk.

INDIAN ACCOUNTING STANDARDS

Your Company is required to comply with the prescribed Indian Accounting Standards (Ind AS) in preparation of its Financial Statements in terms of Section 133 of the Companies Act, 2013 read with the

Companies (Indian Accounting Standards) Rules, 2015. Consequently, the Financial Statement of the subsidiaries of the Company namely, Anjaney Minerals Limited, AXL-Exploration Private Limited and Salanpur Sinters Private Limited have also been prepared and reported in compliance with Ind AS.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The internal control systems of the Company are brought under regular review and evaluations in consultation with the internal auditors. The Companys internal control systems are commensurate with the Companys size and nature of business of the Company, enabling it to safeguard assets, prevent and detect frauds as well as other irregularities. The Internal Audit is conducted periodically across all locations of the Company by firms of Chartered Accountants who verify and report on the efficiency and effectiveness of internal controls. The Management is responsible for the Companys internal financial control over financial reporting and the financial reporting process. The Audit Committee reviews the internal financial control over financial reporting to ensure that the accounts of the Company are properly maintained in accordance with the prevailing laws and regulations.

FINANCIAL REVIEW

For detailed financial review kindly refer to the Management Discussion and Analysis on Page No. 24 to 25 of this Annual Report.

CASH FLOW STATEMENT

In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, the Annual Financial Statement contains the Cash Flow Statement for the financial year 2018-19, forming part of this Annual Report.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has three subsidiaries namely, AXL- Exploration Private Limited, Anjaney Minerals Limited (wholly-owned subsidiary) and Salanpur Sinters Private Limited (wholly-owned subsidiary) as on 31 March 2019.

None of the Companies have become/ ceased to be the Companys Subsidiaries, Joint Ventures or Associate Companies during the financial year 2018- 19. Further, the Company had no material subsidiary(ies) or Joint Venture(s) or Associate Company(ies) during the financial year 2018-19. The "Policy on ‘Material Subsidiary" is available on the website of the Company. The link for the said policy is ‘http://www.maithanalloys.com/wp-content/ uploads/2019/07/Policy-on-Material-Subsidiary.pdf. In terms of Section 129(3) of the Companies Act, 2013, a Statement containing the salient features of the financial statement of subsidiaries / associate companies / joint ventures of the Company in the prescribed form AOC-1 has been attached with the Financial Statement of the Company, forming part of this Annual Report.

HIGHLIGHTS OF PERFORMANCE OF EACH OF THE SUBSIDIARIES

In accordance with Section 136 of the Companies Act, 2013, the audited Financial Statements including the Consolidated Financial Statement together with the related information of the Company and the audited accounts of each of its subsidiary are available on Companys website at ‘www.maithanalloys.com. The audited accounts of the subsidiary companies are available for inspection by any Member on any working day during the business hours at the registered office of the Company. The said documents shall be made available on receipt of a written request from a Member of the Company.

Anjaney Minerals Limited

TheCompanycontinuestoexplorevariousopportunities for acquiring mines. During the financial year 2018-19 the Company has earned H9.74 lakh as Other Income, however it has incurred a loss of H2.67 lakh.

The net worth of the Company as on 31 March 2019 is H719.51 lakh.

AXL-Exploration Private Limited

The Company has made an application to the government authorities for renewal of its mining lease and necessary approval thereon is awaited. During the financial year 2018-19 the Company has suffered a loss of H4.37 lakh.

The net worth of the Company as on 31 March 2019 is H217.45 lakh.

Salanpur Sinters Private Limited

During the financial year 2018-19, the Company has earned H3.57 lakh as Other Income and reported a profit of H1.81 lakh.

The net worth of the Company as on 31 March 2019 is H598.35 lakh.

All the above companies are unlisted non-material subsidiaries of the Company and their contribution to the overall performance of the Company is insignificant.

CONSOLIDATED FINANCIAL STATEMENT

The Company has prepared a Consolidated Financial Statement of the Company and all of its subsidiaries, pursuant to the provisions of Section 129 of the Companies Act, 2013. The Consolidated Financial Statement of the Company along with its subsidiaries for the financial year ended 31 March 2019 forms part of this Annual Report.

AUDITORS REPORT

The Auditors Report read along with notes on accounts is self-explanatory and therefore, does not call for any further comment. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the auditors have not reported any instances of fraud committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013.

STATUTORY AUDITORS

M Chaudhary & Co., Chartered Accountants (Firm Registration No.: 302186E), were appointed as the Statutory Auditors of the Company at the 32nd Annual General Meeting of the Company to hold office till the conclusion of the 37th Annual General Meeting of the Company to be held in the year 2022.

The Company has received a certificate from the said auditors to the effect that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and their appointment continue to be within the prescribed limits as required under the Companies Act, 2013. Further, M Chaudhary & Co., Chartered Accountants, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COST RECORDS AND COST AUDIT

The Company is required to maintain cost records, as specified by the Central Government under Section 148(1) of the Companies Act, 2013. Accordingly such accounts and records are made and maintained by the Company.

Further, the Board has re-appointed S. K. Sahu & Associates, Cost Accountants (Registration No.: 100807) as the Cost Auditor and fixed their remuneration for auditing the cost records of the Company for the financial year 2019-20. Their remuneration is subject to the approval of Members at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 and Rules framed there under, the Board had appointed M/s. Patnaik & Patnaik, Company Secretaries (Certificate of Practice No.: 7117), to conduct Secretarial Audit for the financial year 2018-19 and the Secretarial Audit Report as submitted by them for the financial year 2018-19 is annexed herewith as Annexure-"B".

There is no qualification, reservation, adverse remark or disclaimer in the said Secretarial Audit Report given by said Auditor and therefore, does not call for any further comment.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return of the Company referred to in Sub-section (3) of Section 92 of the Companies Act, 2013, as on the financial year ended 31 March 2019 in prescribed Form MGT-9 is annexed herewith as Annexure-"C" and forms part of this Annual Report and shall also be made available on the Companys website at ‘www.maithanalloys.com.

MANAGERIAL REMUNERATION

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures and other details are as follows:

(a) (i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year; and

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

Name Designation Ratio of remuneration % increase in remuneration
1 Mr. Subhas Chandra Agarwalla Chairman and Managing Director 610.77 Note 1
2 Mr. Subodh Agarwalla Whole-time Director and Chief Executive Officer 488.62 Note 1
3 Mr. Sudhanshu Agarwalla President and Chief Financial Officer N.A. 3.06%
4 Mr. Rajesh K. Shah Company Secretary N.A. 13.86%

 

N.A.= Not Applicable

Note 1: There is no change in the remuneration structure; however the overall remuneration paid in the finanicial year 2018-19 is lower than the remuneration paid in the financial year 2017-18.

The Non-Executive Directors (including Independent Directors) of the Company are entitled to sitting fee only within the statutory limits provided under the Companies Act, 2013. The details of remuneration of each Non-Executive Director have been provided in the Report on Corporate Governance. The ratio of remuneration of said Non-Executive Directors to the median remuneration of the employees of the Company and percentage increase in remuneration of said Non- Executive Directors, during the financial year 2018-19 are not comparable and therefore not considered for the above purpose.

(b) the percentage increase in the median remuneration of employees in the financial year

The median remuneration of the employees in the financial year 2018-19 was increased by 6.30%.

(c) the number of permanent employees on the rolls of Company -

There were 598 employees as on 31 March 2019 on the pay rolls of the Company.

(d)average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration –

The average percentage increase in the salaries of employees other than the managerial personnel during the financial year 2018-19 was 8.49%. There was no increase in the managerial remuneration during the financial year 2018-19 (refer Note 1 above).

The managerial personnel are entitled to remuneration partly by way of fixed remuneration being monthly remuneration and partly by way of variable remuneration being a percentage on the profit of the Company, whereas the majority of employees other than the managerial personnel are paid by way of fixed remuneration only. The increase in the remuneration of non-managerial employees depends upon various factors like industry standards, cost of living, individual performance of the employee during the financial year, etc.

(e) afirmation that the remuneration is as per the remuneration policy of the Company-

It is hereby afirmed that the remuneration paid during the financial year 2018-19 is as per the Remuneration Policy of the Company.

PARTICULARS OF EMPLOYEES

A statement in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) & (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed as

Annexure-"D".

In terms of the provisions of Section 197(14) of the Companies Act, 2013 it is hereby confirmed that neither the Managing Director nor the Whole-time Director of the Company has received any remuneration or commission from any subsidiary of the Company during the financial year 2018-19.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

/ COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

None

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

(i) Details of Loans: The Company has granted advances to its subsidiaries. Please refer to Note No. 14 to the Standalone Financial Statement.

(ii) Details of Investments: Please refer to Note Nos. 5 & 10 to the Standalone Financial Statement.

(iii)Details of Guarantees given or Securities provided:

The Company has not given any guarantee or provided any security in connection with a loan to any other body corporate or persons, during the financial year 2018-19.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company always strives to enter into transactions with its related parties in the course of its business at arms length basis and the management believes that related party transactions are on arms length basis as explained under Section 188 of the Companies Act, 2013.

There were no materially significant related party transactions made by the Company with its related parties as provided in Section 188(1) of the Companies Act, 2013 therefore, disclosure in Form AOC-2 is not required.

The ‘Material Related Party Transaction Policy which deals with related party transactions is uploaded on the website of the Company and weblink for the same is http://www.maithanalloys.com/wp-content/ uploads/2019/07/Related-Party-Transaction-Policy. pdf.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement containing the necessary information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed herewith as Annexure-"E".

DISCLOSURES RELATING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaint in respect of sexual harassment during the financial year 2018-19 nor was any complaint pending at the beginning or end of the financial year 2018-19.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and a certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance, is annexed herewith as Annexure-"F" and Annexure-"G", respectively.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of financial conditions and results of operations of the Company for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as a separate section in this Annual Report on Page No. 16 to 25 and forms part of this Directors Report.

TRANSFER OF SHARES AND UNPAID/ UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

A. Transfer of Unpaid / Unclaimed Dividend

In terms of the provisions of Section 124(5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit,

Transfer and Refund) Rules, 2016, as applicable, the Company has transferred the unpaid/unclaimed dividends amounting to H 33,036.00 for the financial year 2010-11 to the IEPF during the year under review.

Further, a statement containing the details of dividend for period from financial year 2011-12 to 2017-18 that remained unpaid/unclaimed are available on the website of the Company at ‘www. maithanalloys.com.

B. Transfer of Shares

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as applicable, all shares in respect of which dividend has remained unpaid/unclaimed for seven consecutive years or more shall be transferred to IEPF. Accordingly, 6 equity shares of the Company belonging to 1 shareholder in respect of which dividend (as declared by the Company) remained unpaid/ unclaimed for seven consecutive years or more have been transferred to IEPF during the year under review. The Company has transferred 2,179 shares to IEPF till date.

A statement containing details in respect of shares so transferred, including the name of shareholders, folio number or DP ID/Client ID are available on the website of the Company at ‘www.maithanalloys. com. Further, any person whose shares and unclaimed dividend are transferred to IEPF may claim the same by submitting an online application in Form IEPF-5, available at ‘www.iepf.gov.in, by following the procedure as prescribed in Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that: (i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) 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 profit of the Company for that period; (iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the directors had prepared the annual accounts on a going concern basis; (v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and (vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all the shareholders, bankers, suppliers, regulatory and other government authorities for their assistance, cooperation and confidence reposed in your Company. Your Directors also extend their deep sense of appreciation to the employees of the Company.

For and on behalf of the Board of Directors

S. C. Agarwalla Subodh Agarwalla
Place: Kolkata

Chairman & Managing Director

Whole-time Director & CEO

Date: 30 April 2019 DIN: 00088384 DIN: 00339855