metalyst forgings ltd Management discussions


ABOUT METALYST FORGINGS LIMITED

Metalyst Forgings Limited (erstwhile Ahmednagar Forgings Limited) incorporated in 1977, is engaged in manufacturing of wide range of highly engineered forging components viz. hot forged parts and high tensile fasteners for automotive and non-automotive segments. Its state-of-the-art manufacturing facilities are equipped with world-class presses, hammers and upsetters machines. MFL is one of the

leading front axle beam, crankshaft and other small and medium components manufacturing organisation in India catering to wide end market customer base, An ISO 9001, IATF:16949, OHSAS & EMS certified company.

The Company has manufacturing facilities with vertical presses, hammers and upsetters. The Companys plants are located in Maharashtra Industrial Development Corporation (MIDC) Area, Ahmednagar; Chakan, Pune; Kuruli, Pune; Nalagarh, Himachal Pradesh, and MIDC Area, Aurangabad.

Further National Company Law Tribunal, Mumbai Bench has ordered the commencement of a corporate insolvency resolution process against Metalyst Forgings Limited on 15th December 2017. Its affairs, business and assets are being managed by the Resolution Professional, Mr. Dinkar T. Venkatasubramanian, appointed as Interim Resolution Professional (IRP) by the National Company Law Tribunal by order dated 15th December, 2017 and continued as Resolution Professional (RP) by the Committee of Creditors in its meeting held on 12th January, 2018 under provisions of the Insolvency and Bankruptcy Code, 2016&Resolution Plan Submitted By Deccan Value Investors L.P. has been Approved By Committee Of Creditors In Its Meeting Dated On 25th August, 2018.

METAL FORCING MARKET INSIGHTS

The global metal forging market size was valued at $83.4 billion in 2022, and is projected to reach $168 billion by 2032, growing at a CAGR of 7.2% from 2023 to 2032. Metal forging is a process of forming and shaping metal by compressive force. It is commenced at room temperature or at an elevated temperature, known as cold forging or hot forging respectively. Forged metal has a properly aligned grain structure, making the resultant metal component stronger, less brittle, and more durable. Such properties of the forged metal make it suitable for demanding and critical applications in industries such as automotive, aerospace, railways, marine, industrial machinery, and others.

"The metal forging market was severely hampered owing to the outbreak of COVID-19. The industrial machinery, automotive, and aerospace sectors had declined. The automotive sector has recovered to a greater extent; however, the aerospace sector is yet to reach its pre-COVID-19 level."

Source: https://www.alliedmarketresearch.com/metaI-forging-market-A 74841

Global Economic Review

The forging of metal has been a standard practice for metal forming and shaping for centuries. It is a suitable method for producing components that are to be used in challenging applications having high pressure, force, and temperature. The market for metal forgings is driven by a rise in the automotive industry, and a rise in energy sectors such as oil & gas refineries, and thermal power plants. Industries in the energy sector utilize various industrial components such as flanges, fittings, valves, studs and nuts, pressure vessels, pipes, and many others which are commonly made using the forging process. Gulf countries and countries in Latin America are few of the major oil & gas producers, and demand for forged metal components in these regions is anticipated to rise with various planned and ongoing oil & gas projects. For instance, in March 2022, Aramco along with North Huajin Chemical Industries Group Corporation and Panjin Xincheng Industrial Group planned to develop a petroleum refinery with 300,000 bpd capacity. Similarly, Kineticor Resources Corp. is developing and constructing a gas-fired power plant in Edson, Alberta, Canada. The estimated total cost of the project is expected to be $1.5 billion, which is projected to be completed by 2025. These projects are expected to demand forged metal flanges, fittings, valves, studs and nuts, pressure vessels, and others. Furthermore, the automotive industry is witnessing a rise owing to the rising disposable income of people, and rising urbanization. For instance, in January 2023, the total sales volume of vehicles was 1,065,937 units, which increased to 1,384,676 units in March 2023, an increase of nearly 30%. Moreover, India and China have emerged as major automotive markets in the last decade. According to International Energy Agency, India has approximately 25 vehicles per thousand people as of 2020, and the number is expected to cross 150 vehicles by the year 2040. The automotive industry makes extensive use of forged metal components, such as engine components, transmission components, suspension components, and body sheet. Thus, growth in automotive industry is anticipated to drive metal forging market growth, and is also expected to improve the metal forging market outlook.

However, limitations of the metal forging process are anticipated to restrain the metal forging market growth in the coming years. For example, producing a complicated shaped component, and a component with good surface finish are difficult to achieve with forging process. In addition, metal forging is slow as compared to other methods.

Contrarily, during the beginning of 2023, the number of COVID-19 cases surged again, especially in China, which had an unfavorable impact on the metal forging market for a short duration. Thus, businesses involved in metal forging market must focus on protecting their workforce, operations, and supply chains to respond to any looming threat of COVID-19. For instance, as of April 2023, COVID-19 cases are rising in India. In addition to COVID-19, another global event; worldwide inflation, driven by the Ukraine-Russia war and quantitative easing done in some parts of the world during COVID-19 has also negatively affected the construction and mining sector.

Indian Economic Review

The Indian forging industry is concentrated around its end user customer locations. Therefore, the major forging clusters are found to be in the states of Maharashtra, Punjab, Gujarat, Tamil Nadu, Haryana, Delhi, Karnataka, Jharkhand, West Bengal and Andhra Pradesh. States such as Maharashtra, Punjab, Tamil Nadu, Haryana, Jharkhand and Delhi.

The forging industry of India provides direct employment to about 95,000 people. The small and very small units are mainly dependant on manual labour, however medium and large units are more mechanized. Quality standards in the industry have improved significantly and the sector is now well known globally for its high quality.

Current share of auto sector is about 58% of total forging production while the rest is with the non-auto sector. Changes in Indian automobile industry directly impact Indian forging industry, because the forging components form the backbone of the Indian automobile industry. Since the automobile industry is the main customer for forgings the industrys continuous efforts in upgrading technologies and diversifying product range has enabled it to expand its base of customers to foreign markets.

The Indian forgings industry has made rapid strides and currently, not only meets almost all the domestic demand, but has also emerged as a large exporter of forgings.

Source: https://www.indianforging.org/indian-forging-industry

Outlook o? the Company

Your Company believes that demand conditions in the metal forging sector are exhibiting early signs of improvement. As Metalyst Forgings Limited continues to build on its core business of manufacturing of wide range of highly engineered forging components viz. hot forged parts and high tensile fasteners for automotive and non-automotive segments, executing its operations and taking advantage of a potential revival in economic growth and its resultant positive effects on the growth of the company.

The Company has followed all legal and Regulatory Compliances requirement and has implemented all statutory requirements.

Companies engaged in the auto forging space are also trying to reduce the dependence on the automobile sector by diversifying product range through technology upgradation to expand their customer base in nonautomotive sectors which includes aerospace, energy, oil and gas, heavy engine parts, construction equipment and power sector, amongst others.

Consequently, demand for overall forging industry is expected to be driven not only by the increased demand from the automobile sector but also from the non-automotive sectors. With increased dependence of the developed countries on the developing nations for the supply of forgings, the export market is expected to drive the overall growth of the Indian Forging Industry.

Overall the forging industry is expected to grow exponentially in the long term, it is definitely a positive step by the government in the right direction. This will create a positive impact in the banking sector by offering the lower rate of interest to consumers which will lead to increased investments automobile sector.

Business Environment

Global Supply Chains in our industry have been affected by shocks of covid and Ukraine war. From our primary interaction across all global customers, most of them are keen on shifting some or majority of their manufacturing or sourcing operations from China to India. This is a tail-wind for Metalyst Forgings Limited to capitalize on the sourcing interest from Indian companies who have a long history and established brand in the market. Our Country enjoys a strong position in the global heavy vehicles market as it is the largest manufacturer of Tractors, the second-largest manufacturer of buses and third-largest manufacturer of heavy trucks around the world. Our company has a scope to extend its market share into these sectors to diversify in other sector as well, particularly in the defence sector as the government intends to reduce the defence export and procure defence requirements indigenously. The focus of Indian Automotive industry is shifting towards Electronic Vehicles shortly called as EVs. Our country is a prominent auto exporter and has strong export growth expectations in the near future and in addition to that there are several initiatives implemented by the Government of India and major automobile players in the domestic market are expected to make our country a leader in the two-wheeler and four-wheeler market across the globe. In spite of these upcoming opportunities, the forging industry faces a number of challenges which include, disrupted supply chain, poor allocation of resources, delayed technology up gradation, lack of benchmark infrastructure available in the Country amongst others.

Strength 8 Opportunities

Your Company continues to capitalize on the market opportunities by leveraging its key strengths & Opportunities. These include:

• Strong and Reliable: No other metalworking processes can ensure the superior strength of forged metal parts. The high strength is a result of the tight grain structure of the forged metal. The ductility, reliability, and strength of forged products go beyond the casted, fabricated and welded products. This is often a reason for forged products to find its application in industries in which human safety is crucial. Moreover, forged products can maintain its performance on a wider temperature range due to the grain structure.

• Highly Cost-Effective: Forging has a significant cost advantage, particularly in precision metal manufacturing in high volume production runs. The materials used in forging are less expensive when compared with other materials used in metalworking processes. Furthermore, it requires fewer secondary operations in most cases. Given to the high precision metal manufacturing, the finish material can be obtained with exact dimension and good surface finish. Hence, it requires very low machining giving a way to cost-effectiveness.

• Different Alloys: The biggest advantage of machine forging is that most of the metals can be forged into the desired shape. The forging process can be applied to any type of metal. Each metal comes with a distinct set of characteristics that can be best used for specific parts depending on the requirement. Some of the common forged metals are aluminum, alloy, stainless steel, brass, carbon, titanium, copper, brass, etc. In industries that require high temperature, alloys that contain cobalt, molybdenum or nickel can be used. By using strong forged metals, industries can reduce usage of expensive alloys to achieve high strength components.

• Better Metallurgical Properties: Sometimes selective heating and non-uniform cooling that take place in the machines may lead to failure of a particular part. The final product obtained in the forging process does not have any internal voids and have superior grain flow. The forging process reduces the occurrence of shrinkage and porosity which is commonly seen in casted products. Therefore, the chances of unexpected failure under stress or temperature differences are negotiated in machine forging.

Risk Management

Risk Management is becoming an increasing important area for all organizations and especially for a company like ours that is on the growth path. We understand the need to eliminate, minimize and contain risks and uncertainty so that the momentum to grow does not stop. We have identified some important dimensions of Risk Management as follows:

• Business Risk - evaluating business lifecycles for each product and impact of market movements on the business.

• Operational Risk - identifying all risks that impact the order to cash cycle.

• Compliance Risk - all operating compliances and statutory obligations are reviewed by our Department in their management review meetings. All financial and governance related compliances are reviewed by the Secretarial and Finance Departments.

INTERNAL CONTROL SYSTEM

The company has proper and adequate system of internal controls commensurate with its size and nature of operations to provide assurance that all assets are safeguarded, transactions are authorized, recorded and reported properly; applicable status, the code of conduct and corporate policies are duly complied with. The Company has an internal audit department

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• High initial cost towards forging machinery, forging setup, and forging dies. The forging process requires trained personnel, and the workshop building should be able to absorb the vibration and shock generated by the forging operations

• The process is hazardous since the person has to deal with hot metal and the sound of the presses and hammers

• Complex shapes cannot be forged

which conducts audit in various functional areas as per audit programme approved by the Audit Committee of Directors. The internal audit department reports its findings and observations to the audit committee, which meets at regular intervals to review the audit issues and to follow up implementation of corrective actions. The committee also seeks the views of statutory auditors on the adequacy of the internal control system.

FINANCIAL OVERVIEW

> Shareholders Fund and Net Worth

There was no change in share capital of the Company during the FY 2022-23. The paid up equity share capital of your Company as on 31st March, 2023 was Rs.43,55,00,000, /- (Rupees Forty Three Crore Fifty Five Lakhs only) divided into 43,55,0000 Equity shares of the face value of Rs. 10/- (Rupees 10 only) each.

> Discussion on Financial Performance

The Revenue from Operations is 26,203.15 Lakhs for the financial year 2022-23.

• Profit/Loss before Tax: The Profit/Loss before Tax for 2022-23 is (31387.79) Lakhs as compared to Loss before Tax of Rs. (25,246.69) Lakhs in 2021-22.

• Profits/Loss after Tax: The Profit/Loss before Tax for 2022-23 is (31387.79) Lakhs as compared to Loss before Tax of Rs. (25,246.69) Lakhs in 2021-22.

MFLs business operations and affairs after being managed by Insolvency Resolution Process ("IRP") Mr. Dinkar T. Venkatasubramanian (IP Registration no. IBBI/IPA- 001/IP- P00003/2016-17/10011), with effect from 15th December 2017 vide an order of the Honble National Company Law Tribunal ("NCLT"), Mumbai dated 15.12.2017 .Further, in terms of the provisions of the Code, the Committee of Creditors (CoC) in its meeting held on 12th January 2018 continued to Mr. Dinkar T. Venkatasubramanian as the Resolution Professional.

STATUTORY COMPLIANCES

Pursuant to Listing Regulations, the company regularly obtains declaration in respect of compliance of Code of Conduct adopted by the company. A certificate from CFO is also adopted on yearly basis certifying the compliances as stipulated in Listing Regulations. The whole Time Director before Commencement of Corporate Insolvency Resolution Process (CIRP) makes a declaration to the Board of Directors every quarter regarding Compliance with provisions of various statues as applicable. The Company Secretary ensures compliance with guidelines on insider trading for prevention of the same. The company secretary ensures compliances with the Companies Act 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and compliance with guidelines on insider trading for prevention of the same.

In terms of the SEBI (Listing Obligation and Disclosure Requirements) (Third Amendment) Regulation, 2018, May 31st, 2018 read with the Resolution Plan as approved by the NCLT Order dated February 24th, 2020, all the roles and responsibilities of the Board of Directors/ Committees shall be fulfilled by the Resolution Professional in accordance with Section 17 and Section 23 of IBC and powers of the Board of Directors/ Committee stands suspended.

HUMAN RESOURCE

During the year, the Company delivered value to its customers and investors. This was made possible by the relentless efforts of each and every employee. The Company has developed a robust and diverse talent pipeline which enhances Metalyst Forgings Limited organizational capabilities for future readiness, further driving greater employee engagement. Our human resource program is focused on attracting the right talent, providing excellent on the job training opportunities, and finally giving them the growth opportunities consistent with their aspirations.

Employees are the key to achieve the Companys objectives and strategies. The Metalyst Forgings Limited provides to the employees a fair equitable work environment and support from their peers with a view to develop their capabilities leaving them with the freedom to act and to take responsibilities for the tasks assigned. The Company strongly believes that its team of capable and committed manpower, which is its core strength, is the key factor behind its achievements, success and future growth. We are continuously working to create and nurture an organization that is highly motivated, result oriented and adaptable to the changing business environment. The industrial relations remained cordial during the year.

SIGNIFICANT CHANGES

Metalyst Forgings Limited is under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code 2016 (Code) vide an order of the Honble National Company Law Tribunal ("NCLT"), Mumbai dated 15.12.2017 and Mr. Dinkar T. Venkatasubramanian (IP Registration no. IBBI/IPA- 001/IP-P00003/2016-17/10011), was appointed as the Insolvency Resolution Process ("IRP") with effect from 15th December 2017. Further, in terms of the provisions of the Code, the Committee of Creditors (CoC) in its meeting held on 12th January 2018 continued to Mr. Dinkar T. Venkatasubramanian as the Resolution Professional under provisions of the Insolvency and Bankruptcy Code, 2016 and further Resolution plan submitted By Deccan Value Investors L.P. has been approved by committee of creditors in its meeting dated on 25th august, 2018 and was thereafter submitted to the Honble National Company Law Tribunal, Mumbai ("NCLT"), for its approval.

However the NCLT vide its order dated September 27, 2019, rejected the approval of the resolution plan and allowed the same to be withdrawn by the successful resolution applicant, pursuant to an application filed by the successful resolution applicant in this regard.

The aforesaid order of the NCLT was challenged by the RP and the CoC in the Honble National Company Law Appellate Tribunal, praying, inter alia, that withdrawal of an approved resolution plan is not permitted in terms of the Code, and that such withdrawal was permitted by the NCLT on misconceived grounds and without jurisdiction.

However, the NCLAT, vide its order dated February 7, 2020, upheld the order passed by the NCLT and the consequent withdrawal of the resolution plan by the successful resolution applicant.

Pursuant thereto, the RP and the CoC have filed separate appeals in the Honble Supreme Court, challenging the order passed by the NCLAT and have prayed, inter alia, for the same to be set aside and for the Supreme Court to direct the NCLT to approve the resolution plan under Section 31 of the Code.

After the Commencement of Corporate Insolvency Resolution Process (CIRP) The role and responsibilities of the Committees specified in regulations 17, 18,19,20 and 21 of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018 dated 31st May 2018 shall be fulfilled by Resolution Professional and powers of the Board of Directors/committees stand suspended and and all the other regulations are complied with under the direction of Resolution Professional of the Company.

Cautionary Statement

The statements in this Management Discussion and Analysis Report describing the Companys objectives, projections, estimates and expectations, may be forward looking statements within the meaning of applicable laws and regulations and the actual results, performance might differ materially from those expressed or implied herein. The Company is not under any obligation to publicly amend, modify or revise any such forward looking statements on the basis of any subsequent developments, information or events.