mideast integrated steels ltd Directors report

To

The Members

Mideast Integrated Steels Limited

Your Directors are pleased to present 30th Annual Report and the Statements of Accounts for the financial year ended on March 31, 2023.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Companys financial performance for the year ended March 31, 2023 along with previous years figures is given hereunder:

(Rs. In Mn)

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	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Gross Sales	201.03	1459.46	9443.47	2347.80
Other Income	112.88	1799.36	305.99	2312.08
Profit/(Loss) Before Finance Cost & Depreciation	(1046.17)	1708.77	(548.81)	2287.29
Interest/ Finance Cost	29.95	0.82	502.12	350.80
Depreciation	361.41	412.09	660.75	680.17
Profit/(Loss) before Tax	(1441.20)	1155.36	(1937.98)	3877.67
Tax Expense	-	-	-	-
Profit/(Loss) After Tax	(1441.20)	1155.36	(1954.03)	3877.67
Appropriations / Adjustments	-	-	-	-
Balance of profit / (loss) brought forward	2609.79	1454.43	1231.19	(2638.98)
Profit for the year	1155.36	1155.36	(1954.03)	3877.67
Re-measurement gains/(losses) on defined benefit plans	-	-	-	-
Proposed Final dividend	-	-	-	-
Profit carried to the Balance sheet	1168.59	2609.79	(720.78)	1231.19

The Figures have been rounded off to nearest Million.

2. FINANCIAL PERFORMANCE HIGHLIGHTS

Standalone Operations:

During the year under review, the Companys net revenue from operations was Rs. 170.02 Million as against Rs. 1389.08 Million in the previous financial year. The Companys Profit/(Loss) before Depreciation Interest and Tax ("PBDIT") is Rs. (1046.17) Million in the financial year ended 31st March, 2023 as opposed to PBDIT of Rs 1708.77 Million in the immediate previous financial year.

Taking into account depreciation and interest cost, profit/ (Loss) before tax (PBT) stood at Rs. (1441.20) Million as against Rs. 1155.36 Million in the previous financial year and total comprehensive income for the year was Rs. (1441.20) Million as against Rs. 1155.36 Million in the previous financial year.

Consolidated Operations:

During the year under review, the Companys net revenue from operations was Rs. 8027.75 Million as against Rs. 2277.42 Million in the previous financial year. Further, in the financial year ended 31st March, 2023, profit before tax (PBT) was Rs. (1937.98) Million as against Rs. 3877.67 Million in the previous financial year and profit after tax (PAT) was Rs. (1954.03) Million against Rs. 3877.67 Million in the previous financial year.

The performance and financial position of the subsidiary company is included in the consolidated financial statements of the Company.

3. COMPANYS WORKING DURING THE YEAR/ STATE OF COMPANYS AFFAIRS

In financial year 2023, the Sales decreased by around 88% to Rs. 170.02 Million from Rs. 1389.08 Million in the previous financial year ended 2022. The plant of the company got shut down in December 2019 and thus there were no manufacturing activities going on which led to decrease in sales of the Company. The Company only got order from Supreme Court to sell the lying stocks only. This is mainly reason for the negative impact on performance of the company. Company has incurred losses of Rs. 1441.20 Million as compared to profit of Rs. 1155.36 Million in the previous financial year 2022.

4. SUBSIDIARY COMPANY

The Company has one wholly owned subsidiary namely Maithan Ispat Limited. A statement containing the salient features of the financial statements of the subsidiary in the Form AOC-1 is attached with the financial statements of the Company as per the requirement of Section 129(3) of the Companies Act, 2013.

Maithan Ispat Limited (MIL), the subsidiary company having billet and sponge iron plant was under shut down since February 2019 as the Consortium of Banks had taken over possession of Companys plant under SARFAESI Act and no major business activities were there.

Maithan Ispat Limited entered into few Loan agreements with Ocean Capital Limited for restarting of the plant of the Company. Further Maithan Ispat Limited also entered into a One Time Settlement amounting to Rs. 175.00 crores with the Consortium Banks and made payment of same. The Company resumed its operations from January 2022. During the FY 2022-23, the Company was in operations for full year.

The Company earned revenue of Rs. 785.77 crores during the financial year ended 2022-23 as compared to revenue of Rs. 88.83 crores in the previous financial year. But due to various factors there were operational losses of Rs. 27.41 crores during the year as compared to operational losses amounting to Rs. 3.15 crores during the previous financial year. The Company is hopeful to perform better in future.

5. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the Company.

6. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves during the Year.

7. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to regulations 34 of the Listing Regulations, Managements Discussion and Analysis Report for the year is presented in a separate section forming part of the Annual Report.

8. SHARE CAPITAL

During the year under review, there was no change in the Authorized Capital of the Company. On March 31, 2023, the Authorized Share Capital stood at Rs. 1800.00 Million. There was no change in the Companys issued, subscribed and paid-up equity share capital during the year. On March 31, 2023, it stood at Rs. 1378.75 Million divided into 13,78,75,000 equity shares of Rs. 10/- each. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. No disclosure is required under Section 67(3)(c) of Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

9. DIVIDEND

Due to loss incurred during the financial year ended March 31, 2023, your directors have not recommended any dividend for the financial year ended March 31, 2023.

10. ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the annual return for Financial Year ended 2023 is in the prescribed Form No. MGT-9. The same is available on company website www.mescosteel.com.

11. PUBLIC DEPOSIT

The company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014.

12. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2022-23, the Board of Directors of the Company met 5 times i.e. on July 22, 2022, August 05, 2022, November 07, 2022, December 08, 2022 and March 03, 2023. Further, a separate Meeting of the Independent Directors of the Company was also held on March 03, 2023.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134, sub-section 3(c) and sub-section 5 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state and confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed with no material departures;
2. we have 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 as on 31.03.2023 and of the loss of the Company for the same period;
3. we have 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;
4. we have prepared the annual accounts on a going concern basis;
5. we have laid down internal financial controls in the Company that are adequate and are operating effectively; and
6. we have devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate and are operating effectively.
14. DECLARATION OF INDEPENDENCE

The Company has received the necessary declaration from each Independent Director who is part of Board confirming that;

1. They meet the criteria of Independence as laid out in Section 149(6) of the Companies Act, 2013 read with the Schedules, rules made there under and Regulation 25 of SEBI Listing Regulations, 2015. Independent Directors have also confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge his duties with an objective independent judgment and without any external influence and that they are independent of the Management.
2. Further, Independent Directors have complied with the Code for Independent Directors prescribed in schedule IV of the Companies Act, 2013 (‘ACT). Directors and senior management personnel have complied with the code of conduct laid down by Board for all members of board of directors and senior management of the listed entity. and
3. Registered themselves with the Independent Directors Databank as per the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

1. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of 3 Independent Directors as Members. One meeting was held during the financial year under review on November 07, 2022. More details on the committee are given in the Corporate Governance Report.

2. NOMINATION AND REMUNERATION POLICY

Companys Policy on Directors Appointment and Remuneration including criteria for determining qualification, positive attributes, independence of directors and other matters provided under section 178(3) of the Companies Act, 2013, there has been no change in the Policy since the previous financial year. Given below is the link on the website of company where in complete policy is placed https://www.mescosteel.com/pdf/investor_misl/Policies/Nomination_Remuneration_Policy.pdf.

3. AUDITORS
1. Statutory Auditors

At the 29th Annual General Meeting, the Members approved appointment of M/s Ashok Shyam & Associates, Chartered Accountants (Firm registration No. 011223N) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the thirty forth AGM to be held on 2027.

The Statutory Auditors have confirmed that they are not disqualified from continuing as the auditors of the Company.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Statutory Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

Auditor Report was qualified for the Financial Year 2022-23. The replies to same were also given at given Point No. 21. The statement on impact of audit qualifications for the financial year ended March 31, 2023 along with Managements replies thereon has been filed with BSE too.

2. Cost Auditor

The present term of M/s S.S. Sonthalia & Co, as cost auditors of the Company for the financial 2022- 23 has expired.

Pursuant to section 148 read with Rule 3 & 4 of The Companies (Audit and Auditors) Rules, 2014, if a company doesnt have a turnover of Rs. 35 crores in the last preceding financial year then the cost audit is not applicable.

Since we are considering to reappoint M/s. S.S Sonthalia & Co., Cost Accountants, Bhubaneswar, as Cost Auditor of the Company for the year 2023-2024, it is hereby informed that our turnover for the preceding financial year is less than Rs. 35 crores thus cost audit is not applicable on us and we are not appointing cost auditor for FY 2023-24.

3. Secretarial Auditor

M/s Tripti Shakya & Company was appointed as Secretarial Auditor for the year 2022-23. M/s Tripti Shakya & Company has issued the audit report in respect of the secretarial audit of the Company for the previous financial year ended March 31, 2023. The Secretarial Audit Report is annexed as Annexure-A to this Report. Given Below is the managements reply on the observations made by the Secretarial Auditor in their Report.

Further for the financial year 2023-24, M/s Tripti Shakya & Company is appointed as Secretarial Auditor.

Observation No.1:

In terms of Securities and Exchange Board of India Circular No. Cir/ISD/3/2011, the 100 percent Promoters holding is to be in dematerialized form. Promoter holding is not in 100% Demat form.

Managements Reply:

Company is in receipt of declaration from promoters that the shares which are not in demat form are either pending adjudication of dispute before judicial/quasi-judicial authorities or has been lost and same would be dematted once the dispute is resolved/settled"

Observation No. 2

The Company has made SEBI (Listing Obligations and Disclosure) Regulation 2015, as amended from time to time but there has been delay in some compliances .

Managements Reply:

The Company has made compliances with SEBI (Listing Obligations and Disclosure) Regulations 2015 but due to non receipt of few reports, company delayed in filing of some reports which was filed later on with some delay.

4. Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules 2014 and based on the Audit Committee recommendations, the Board of Directors of the Company has appointed Mr. Ranjit Kumar Barik, as the Internal Auditor of the Company for the financial year 2023-24.

4. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Details of Loans, Guarantees and Investments covered under the provision of the Section 186 of the Companies Act, 2013 are given in the notes of Financial Statements.

5. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES & CONSOLIDATED FINANCIAL STATEMENTS

During the year under review, the Company has only 1 (one) material unlisted subsidiary i.e. Maithan Ispat Limited. Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiary. Consolidated Financial Statements form part of this Annual Report. Statement containing the salient features of the financial statement of the Companys subsidiary in Form AOC-1 is enclosed as Annexure-B.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separate audited accounts of the Subsidiary Company on its website at www.mescosteel.com.

6. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company entered into contracts or arrangements with related parties which were in the ordinary course of business and on arms length basis. All related party transactions were placed before the Audit Committee for review on quarterly basis. The details of the related party transactions as required under Accounting Standard are set out in Notes to the standalone financial statements forming part of this Annual Report.

There are no material transactions with the related parties except transactions which were approved by Shareholders at 29th Annual General Meeting held on December 30, 2022, in accordance with Companys Related Party Transaction Policy and Regulation 23 of LODR Regulations. As required under Regulation 46 (2) (g) of LODR, the Related Party Transaction Policy and Companys Material Subsidiary Policy is disclosed in the Companys website i.e. www.mescosteel.com

The details of the related party transactions as required under Section 134(3)(h) r/w Rule 8 (2) of the Companies (Accounts) Rules, 2014 and under Regulation 34(3),Para A of Schedule V of SEBI(LODR) Regulations, 2015 is as per Form AOC 2 and is enclosed as Annexure – C.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report except to the extent disclosed below:

Point wise Replies to Auditors Qualifications

1. The Plant has been non-operational since December 2019. As a result of which, due to labor and union issues there is very limited accessibility to the Plant, hence, the physical verification of assets as on 31st March 2023 could not be done by third party. Though the management has verified the physical assets and have provided certification of the WDV value of the assets to auditors. The Company is hopeful to get physical verification done by third party and impairment testing at the end of financial year 2023- 24.
2. The Work in progress amount belongs to blast furnace work and PCI work for expansion of production. These amounts will be capitalized once the plant gets restarted, the remaining work on this capital WIP is completed and these assets are put to use.
3. Maithan Ispat Ltd plant was closed for about 2 odd years and has started production from January 2022 and has been in operations for the full financial year of 2022-23. Thus impairment testing is not being carried out as the net worth of the Company has become positive now. Further Maithan Ispat Ltd had recorded profits during the year ended 31.03.2022 and had cash profits during the year ended on 31st March 2023.
4. The Plant has been non-operational since December 2019. As a result of which, due to labor and union issues there is very limited accessibility to the Plant, hence, the physical verification could not be done by third party as on 31st March 2023. The Company is hopeful to carry same by the end of financial year 2023-24.Though the management has verified and provided certification of inventory to auditors.
5. The company is putting in its best efforts to restart the plant soon and the amounts will be recovered from supply of goods and receivables.
6. We have been informed that, as per the policies of the concerned Banks, Bank will provide statement and balance confirmation either by hand or on registered email address only. It will not be possible to change the registered email address to provide direct confirmation to the auditors. We have forwarded all the confirmation as and when received by us from the Banks. Further for loan confirmations from SREI as well as Banyan Tree Bank, the same cannot be given as they are under litigation. The Banyan Tree Loan as explained in note 27 of Directors Report has already been repaid as on date.
7. It was informed that there is some mismatch and company is working on reconciling the same with the Bank.
8. The company has filed form for transfer of amount to IEPF. But the IEPF authority has not rejected the form. We are trying to resolve the issue with IEPF. Otherwise also the amount is in the unpaid dividend account and will be transferred soon.
9. The company is putting in its best efforts to restart the plant soon and the amounts will be recovered from supply of goods and receivables.
10. The MISL plant has been shut down for from December 2019 and the Company has not undertaken any business with these parties during this period. Company is in process to receive the confirmation from Debtors, Creditors and loans and advance as given and / or received and/or for the deposits received and given, as this is a time consuming and a tenacious ordeal. That being said, Company is in discussions with the concerned entities and we hope to tide over this during the current financial year of 2023-24. Further management is of the view that on confirmation/reconciliation of the balances, there will not be any material impact on the state of affairs of the Company. . Further the negotiations are on with the creditors and debtors who were related to expansion and advances given to them
11. Due to non-accessibility to the Plant premises on account of labor and union issues, we were unable to provide the information and documents as required in this regard. The break-up of these amounts was given to the auditors from the books of accounts.
1. The Company had taken External Commercial Borrowing (ECB) from Banyan Tree Bank Ltd., Mauritius, and there were disputes regarding the repayment of the balance amount of the ECB loans to Banyan Tree Bank Ltd. Banyan Tree Bank Ltd., was acquired / taken over by the Silver Bank. The Company has shown the disputed liability amount in the Borrowings.

Since the matter was subjudice and no final order was passed or given till 31.03.2023, we have not made any provisions thereof and the Company was working on negotiations. That being said please refers note no. 35 of the Financial Statements for a detailed explanation on the same. Further the same has been repaid as on date.

2. Due to non-operation of the Plant, the Directors of the Company have infused their own funds into Company as and when there is an urgent requirement of funds. These loans given by the Directors to the Company are interest free and that the necessary correspondence has been done in this regard.
3. Due to non-operation of the Plant, the Company has not been able to supply the goods / services, the party is not asking for paying back the advance amount. More than 95% of this amount is sub-judice and we have been advised not to make any change or alteration in the classification.
4. We were unable to get the actuarial valuation done for FY 2022-23, but we will get the same done for FY 2023-24. Moreover, since the number of employees in the Company is very limited, as per our internal workings, we have sufficient provisions.
5. Due to non-accessibility to the Plant premises on account of labor and union issues, we were unable to provide the information and documents as required in this regard. The break-up of these outstanding statutory dues amounts was given to the auditors from the books of accounts.
6. The Company has been making ad-hoc payments of the GST amounts. The Company is working on a plan to make the payment of the entire outstanding amount of GST. Till the payment is not done of this GST amount, it will reflect as pending. GST returns of the current period can be only filed by the Company after previous outstanding payments have been made and the previous returns have been updated.
7. The Company has not made provisions against disputed amounts, as this will tantamount to acceptance of the disputed liability. With regard to undisputed amounts, the Company has been facing severe cash crunch and as & when funds are available the Company is making payments against the undisputed dues. In the FY 2022-23 the Company has paid PF amount of Rs. 1.27 crore; ESI amount of Rs. 0.01 crore, TDS amount of Rs. 0.39 crore, GST amount of Rs. 2.97 crores etc. Details relating to some of these payments are lying at the plant premises, which we were not able to access. We have shared the statutory payment details along with copies of bank statements.
8. The company has taken legal opinion on the treatment of Compensation as well interest on same from an independent advocate. Accordingly, details relating to the same are mentioned Note No. 29 in the notes to accounts of the Financial Statement. Further the Company is making payment of compensation under protest by selling of stocks lying with the Company after getting order from Honble Supreme Court. Furthermore there is a stock of appx 1.1 million tonne on the ground which is being sold under Supreme court order dated 06.04.2023.This will further reduce this amount. We have already deposited with Government an amount of Rs. 415.79 (including GST) till July 2023 under protest.
9. Due to non-operation of the Plant, the Company has had losses which would result in reduction of Deferred Tax (DT) liability or creation of Deferred Tax asset. Taking a conservative view, we have not reduced this DT liability or created DT assets, and are carrying the DT liability as it was from the earlier years.
10. The company will ensure that the internal audit report will be provided for the next financial year.
11. The Company has settled the matter relating to Water Charges and water charges will be incurred as and when plant starts. Further we are in discussion with the department on settlement of Electricity Charges. Since the matter is sub-judice, we have not made any provisions of the same, and hopefully this will be settled in the next financial year and it will be provided accordingly.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-D.

2. RISK MANAGEMENT POLICY

The Board of Directors has constituted a Risk Management Committee which is entrusted with the responsibility of overseeing various strategic, operational and financial risks that the Organization faces, along with the adequacy of mitigation plans to address such risks. There is an overarching Risk Management Policy in place that was reviewed and approved by the Board.

3. CORPORATE SOCIAL RESPONSIBILITY

The CSR Committee consists of three directors including two Independent Directors. The CSR Committee has formulated a CSR policy of the Company for undertaking the activities as specified in Schedule VII of the Companies Act, 2013. The said policy has been approved and adopted by the Board of Directors of the Company, the contents of which have been displayed on the Companys website. (Weblink:www.mescosteel.com). The Annual Report on CSR activities initiated and undertaken by the Company during the year under review is annexed herewith as Annexure-E.

4. PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

In a separate meeting of Independent Directors, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non- executive Directors.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Vishwambhar Nath Tiwari, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Ms. Payal Dua was appointed as CFO of the Company in the meeting held on 08th December 2022. Ms. Payal Dua resigned from CFO of the Company on 04th October 2023.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and Companys operations in future except to the extent disclosed at point No. 21 of the Directors Report and as given below:

The Company had taken External Commercial Borrowing (ECB) from Banyan Tree Bank Ltd., Mauritius, and there were disputes regarding the repayment of the balance amount of the ECB loans to Banyan Tree Bank Ltd. Banyan Tree Bank Ltd., was acquired / taken over by the Bank. Silver Bank (formerly known as Banyan Tree Bank Ltd.) filed a case before the NCLT against Company for the repayment of the balance amount of ECB loan along with applicable interest.

An order regarding initiation of Corporate Insolvency Resolution process was passed dated 24.05.2023 by NCLT at New Delhi under provisions of Insolvency and Bankruptcy Code, 2016.

The Company approached NCLT for payment of the dues of Silver bank and as per the NCLT order dated 31.05.2023, the Company agreed to pay the adjudicated amount and any relating to the repayment of the ECB loan amount along with interest and penalty, if any.

The Company made possible the payment of entire amount to Silver Bank and the Bank withdrew its application. Thus the CIRP process was closed and NCLT passed the order dated 08th November, 2023 whereby the appeal was disposed off.

23. INTERNAL FINANCIAL CONTROLS

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8 (5)(viii) of Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms part of this Report.

24. DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the financial year ended March 31, 2023, no complaint pertaining to sexual harassment was received by the Company. Further company confirms that 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.

25. AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is part of this report.

26. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure F to this report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report and is attached as Annexure-G.

27. STAKEHOLDERS RELATIONSHIP COMMITTEE

The details pertaining to the composition of the Stakeholder Relationship committee are included in the Corporate Governance Report, which is a part of this report.

28. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the directors and employees of the Company to approach Audit Committee of the Company to report existing/ probable violations of laws, rules, regulations or unethical conduct. The Whistle Blower Policy has been posted on the website of the Company (www.mescosteel.com)

29. CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI (LODR) Regulations, 2015 are enclosed as part of this report.

30. COMPLIANCES WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

31. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

32. ACKNOWLEDGEMENTS

The Board expresses its sincere gratitude to the shareholders, bankers/lenders, Investors, vendors, State and Central Government authorities and the valued customers for their continued support. The Board also wholeheartedly acknowledges and appreciates the dedicated efforts and commitment of all employees of the Company.

By order of the Board For and on behalf of

Mideast Integrated Steels Limited

Place: New Delhi Date: 07.12.2023