mishra dhatu nigam ltd Directors report

aimed at controlling SO2

• MIDHANI has successfully supplied feedstock and mill forms of high-temperature alloys for the prestigious Kaveri dry engine program. These alloys play a critical role in the development of advanced propulsion systems and are specifically designed to withstand extreme temperatures and harsh operating conditions.

• MIDHANI completed development and certification of Superni 115 LPT blade blank for aeroengines. Additionally, MIDHANI completed development and certification of Titan 26M, a Titanium alloy capable of withstanding temperatures up to 520?C under creep conditions as against the previously limited temperature threshold of 450?C for the alloy.

• The newly established armour unit at Rohtak, Haryana has commenced production and successfully delivered 15 bulletproof vehicles of the Isuzu Shaurya model to the J&K police. Additionally, 47 MIDHANI Twarit model vehicles were dispatched to the J&K police. The unit has also supplied composites for mine-proof vehicles to AVNLs- (Armoured Vehicle Nigam Limited), Vehicle Factory, Jabalpur.

3. FINANCIAL HIGHLIGHTS:

3.1 Your Company achieved a revenue of H 87,194.14 Lakh for

FY 2022-23 vis-?-vis revenue of H 85,949.02 Lakh achieved for FY 2021-22. Company achieved Operating Profit of H 17,876.78 Lakh for the FY 2022-23 vis-?-vis Operating Profit of H 20,781.36 Lakh achieved for FY 2021-22.

3.2 Profit Before Tax (PBT) for FY 2022-23 of your company was H 21,654.92 Lakh vis-?-vis PBT of H 23,911.98 Lakh for

FY 2021-22 and Profit After Tax (PAT) of H 15,587.61 Lakh for the FY 2022-23, vis-?-vis H 17,630.77 Lakh achieved for FY 2021-22. The reduction in profit for FY 2022-23 is mainly attributable to increase in depreciation cost as projects like Wide Plate Mill, 8T VIM & Rohtak facility were capitalized.

3.3 Your Company achieved the following results during FY 2022-23:

(Figures in Rs Lakh)

4. DIVIDEND POLICY:

4.1 The Board of Directors of your Company are pleased to recommend a final dividend of H 1.67 per equity share of the face value of H 10/- each i.e., @ 16.70%, for the financial year ended on March 31, 2023 and seek your approval for the same. The proposed final dividend, will be payable to those shareholders whose names appear in the Register of Members as on the ‘Record Date i.e. September 22, 2023. 4.2 Further, during the year under review, the Board of Directors of the Company in their Meeting held on March 15, 2023 has declared and paid interim Dividend of H 1.68 per equity share of the face value of H 10/- each i.e. @ 16.80%. The interim Dividend was paid to the eligible shareholders on March 29, 2023. 4.3 Cumulatively, the Board of Directors of your Company has declared / recommended a total Dividend of H 3.35 per equity share of the face value of H 10/- each i.e. @ 33.50% for the year ended on March 31, 2023. At 40.26% of Profit After Tax (PAT) this is the highest dividend pay-out by the Company.

4.4 Your Company, being a Central Public Sector Enterprise (CPSE), adheres to the Guidelines on Capital Restructuring issued by the Department of Investment and Public Asset Management (DIPAM) under F. No. 5/2/2016-Policy, dated May 27, 2016. These guidelines mandate that every CPSE must pay a minimum annual dividend of 30% of Profit After Tax (PAT) or 5% of the Net Worth, whichever is higher, subject to the maximum dividend permitted under the prevailing legal provisions. The Companys comprehensive dividend distribution policy forms part of Annual Report as "Annexure - I" and is also accessible on the official website of the Company at https://midhani-india.in/policies/. "

4.5 The performance of MIDHANI with respect to the Return on Investment in comparison to the previous year is as under:

(Rs in Lakh unless otherwise stated)

*Net worth is after considering Dividend for respective periods.

5. TRANSFER TO GENERAL RESERVE:

Your Company has transferred H 10,000 Lakh to General

Reserve for the FY 2022-23.

6. PERFORMANCE AGAINST MoU:

For FY 2022-23, MIDHANIs MoU performance is expected to qualify for an overall ‘Very Good rating, however, the same is subject to evaluation and confirmation by Department of Public Enterprises (DPE).

7. MODERNISATION, EXPANSION & UPGRADATION PROGRAM OF THE COMPANY:

7.1 Over the past years, the Companys continued focus on upgradation and modernization has resulted in the establishment of additional facilities, increased production tonnage capacity, and enhanced product diversity. As a result, MIDHANI has effectively positioned itself to cater to the needs of both existing and new customers in domestic and global markets, while also venturing into new strategic and nationally significant business areas.

7.2 The following projects pertaining to the modernization, expansion, and upgradation of MIDHANIs production activities were successfully commissioned during the year ended on March 31, 2023:

• Development of Armour unit at Rohtak:

• To meet the growing demand for body armor, vehicle armor, bulletproof Morcha, and bullet-resistant jackets, MIDHANI has established a state-of-the-art unit in Rohtak, Haryana. The completion of the major construction activities in Phase-I and Phase-II marks a significant milestone in the units development.

• During FY 2022-23, MIDHANIs Armor Unit achieved remarkable success, generating revenue of H 2,998.28 Lakh. This performance is a testament to the units dedication to quality and its ability to meet the market demands effectively.

• The establishment of this new unit in Rohtak not only strengthens MIDHANIs presence in the armor industry but also contributes to the local economy by creating job opportunities and fostering growth in the region. MIDHANIs Armour unit is well-positioned to capitalize on the increasing demand for body armor and armor related products in the domestic and international markets.

• New 8T capacity Vacuum Induction Melting Furnace (8T VIM): Melt Shop-III has state-of-the-art addition to its infrastructure - an advanced 8T Capacity Vacuum Induction Melting Furnace (8T VIM). The successful commissioning of this cutting-edge facility marks a significant milestone for the company, as it not only enhances production capabilities but also reduces dependency on the older VIM, which had been in continuous use. Addition of this furnace is expected to reduce delivery timelines, thereby allowing MIDHANI to meet customers demand for superalloy more effectively.

• 300 Kg Vacuum Arc Skull Melting Furnace: Installation and commissioning of 300Kg Skull Melting Furnace was successfully completed. Commissioning of 300Kg Skull Melting Furnace has replaced an old 60 kg capacity furnace. This upgradation will help MIDHANI in meeting the demand for higher weight Titanium castings, which the old furnace was unable to fulfill.

7.3 Ongoing projects related to Modernization, Expansion and Up-gradation of MIDHANIs production activities which will be commissioned during FY 2023-24 are as under:

• Establishment of new Titanium Shop: MIDHANI is undertaking establishment of a dedicated Titanium melting facility to cater rising demand for Titanium alloys in naval, space, missile, and export sectors. This facility will enable MIDHANI to add 500T of Titanium alloys to its annual supply. The facility comprises a 10T Capacity Vacuum Arc Re-melting Furnace, an indigenously developed Plasma Welding Machine, and essential infrastructure such as cooling towers, power distribution, and storage. The facility is undergoing advanced testing, andcommissioningisscheduledforthesecondquarterof FY 2023-24.

• New 20T & 12T Fixed Hearth Furnace for Forge Shop: MIDHANI is undertaking significant upgrades in its Forge shop by installing new furnaces to replace the old fixed hearth reheating furnace. The supply of equipment and erection work for a 20T furnace has been completed and is undergoing testing. Additionally, the erection process for a 12T furnace has commenced, with commissioning planned for the third quarter of FY 2023-24. The introduction of these modern furnaces will greatly enhance MIDHANIs re-heating capabilities, specifically for smaller size billets. By replacing the old furnace with higher capacity alternatives, MIDHANI aims to improve efficiency, productivity, and overall performance of Forge Shop.

• Fasteners Plant: MIDHANI is actively addressing the demand for smaller size fasteners in the aerospace sector by acquiring specialized equipment dedicated to aerospace fastener manufacturing. This procurement includes, hot heading equipment and warm thread rolling machines, both vital additions to our manufacturing capabilities. These new equipment acquisitions empower us to effectively serve the domestic aerospace fasteners market, fulfilling the specific requirements of indigenous projects like LCA-Tejas and HAL-IAF Repair & Maintenance of aircraft. We aim to deliver high-quality fasteners that meet the stringent standards set by the aerospace & defence industry.

7.4 Other new projects planned in next two years:

• Metal Powder: MIDHANI is making significant strides towards achieving self-sufficiency in metal powder production with the establishment of a Metal Powder Production Unit boasting a capacity of 50 tonne per annum. The successful completion of the procurement process for the necessary main equipment marks a major milestone in this endeavor. The primary focus of this facility will be the production of Titanium and Nickel alloy powders tailored specifically for metal additive manufacturing applications. Industries such as automotive, aerospace, and bio-medicals will greatly benefit from these high-quality powders. Currently, there is a heavy reliance on imported Titanium and Superalloy powders to meet the market demand.

• Compacting press for Titanium sponge: MIDHANI plans to procure an 8000-tonne capacity hydraulic compacting press along with auxiliary facilities, molds, electrical and PLC systems, and stacking devices. This press will play a crucial role in compacting titanium sponge with master alloys, facilitating the production of titanium electrodes for primary and secondary melting in the Vacuum Arc Remelting furnace. The estimated timeline for the supply, erection, and commissioning of this equipment is approximately 20 months. This press will lead to significant enhancement of MIDHANIs Titanium processing capabilities.

• Augmentation of Bar & Wire drawing facility: To enhance the capacity and capabilities of the existing Bar & Wire drawing facility, MIDHANI has undertaken a project for augmentation. The project includes the procurement of essential equipment such as two ?760 MM heavy-duty bull blocks for coil build-up, two straight line machines with six heads for wire drawing from 10 mm to 6 mm, a wet drawing machine for 3 mm to 1.2 mm, and pointing machines to cater to various wire diameter ranges. Once completed, the upgraded facility will enable MIDHANI to meet growing demand, improve productivity, and better service its customers in the bar and wire drawing segment.

• Additional supporting facility for Wide Plate Mill: To meet the market requirements and enhance the production capabilities of the Wide Plate Mill, MIDHANI is undertaking setup of additional operations. This includes, procurement of a One Shot Blasting Machine, One Side Trimmer for Sheets/Plates for edge cutting and preparation, and a Plasma cutting machine for cutting plates to desired lengths. To accommodate these new facilities, an extension of the existing DE and EF bay of the Wide Plate Mill is planned. Additionally, MIDHANI will install a facility for grinding Work Roll and Back Up Roll. These initiatives will enable MIDHANI to process different grades of Stainless Steel, Super Alloys, Titanium Alloys, and other high-grade materials.

8. LABOUR PRODUCTIVITY:

The value added per employee during the year was H 94.42 Lakh, vis-?-vis to H 86.84 Lakh in the previous year.

9. SALES AND OPERATIONAL EFFICIENCY:

The trade receivable, measured in terms of No. of Days Sales, stood at 132 days as of March 31, 2023, compared to 130 days as of March 31, 2022. The accumulation of high debtors primarily stems from budget exhaustion at our customers end, predominantly PSUs, Government Departments/agencies.

10.1 The foundation of every successful product development lies in Research and Development (R&D). However, the role of MIDHANIS R&D department goes beyond innovation, as it encompasses a broader spectrum of business strategy, including marketing, cost management, and product enhancement. R&D plays a pivotal role in creating new products and upgrading existing ones. At MIDHANI, we highly prioritize and value the significance of R&D in driving our growth and success.

10.2 An expenditure of H 2,026.78 Lakh has been incurred towards R&D during FY 2022-23. In addition to overseeing the research and development of new products, the R&D department at MIDHANI is entrusted with the crucial responsibilities of planning, team management, and deployment of technical infrastructure and manpower to support specific processes.

10.3 Some of the major R&D initiatives undertaken during the year are as below:

• Indigenous Product Developments:

• Superfer 909 Hot rolled bars: Superfer 909 is an age hardenable iron-based superalloy, containing Nickel, Cobalt, Niobium, and Titanium as alloying elements. With its high strength-to-weight ratio and precise dimensional control at elevated temperatures, this alloy is exceptionally well-suited for aerospace and land-based gas turbine engines. It finds its application in rocket engine thrust chambers, gas turbine engine components such as vanes, casings, and shafts, as well as in medical care applications. Consequently, it holds significant export market potential. MIDHANI, as a strategic material developer and supplier, has successfully indigenized this material for both domestic usage and export purposes.

• Monel K 500 forged and hot rolled bars for Gaganyaan Program: Development efforts were prioritized with utmost urgency to design components for the cabin pressurization and control system of the Gaganyaan Crew Module. These components were specifically engineered to exhibit exceptional resistance to ignition, especially in the presence of high-pressure oxygen.

• SNI C 276 plates/ Sheets: Alloy C 276 is a nickel-molybdenum-chromium alloy solid solution, fortified with a small amount of tungsten. Renowned for its exceptional corrosion resistance, it stands as one of the top choices for process industries. Alloy C 276 poses significant challenges in processing. However, MIDHANI has achieved a remarkable feat in successfully developing and manufacturing this material which was earlier imported.

• Development of new products:

• Heavy forgings slabs of SNI 718 (127 X 590 X900 mm): MIDHANI has achieved a significant milestone by successfully developing and supplying heavy forging slabs measuring 127 (T) x 590 (W) x 900 (L) mm to the export market for the first time.

• Development of Hastelloy X (SNI 76) forged bars: Hastelloy-X is known for its exceptional high temperature oxidation resistance, making it a preferred choice for various industrial furnace applications. Additionally, this alloy finds extensive usage in the manufacturing of critical aircraft components. MIDHANI has successfully fulfilled an export order by supplying forged bars of Hastelloy-X. This accomplishment highlights our commitment to delivering superior quality products to meet the stringent requirements of global customers.

• Development of Ni-Cr-Mo-Ti alloy (MDN 10003) forged & hot Rolled bars: In collaboration with BARC (Bhabha Atomic Research Centre), MIDHANI has successfully developed a high-performance alloy, comprising Nickel- Chromium- Molybdenum-Titanium, specifically designed for the Indian Molten Salt Breeder Reactor (IMSBR). This achievement showcases our commitment towards ensuring the development of materials that meet the stringent requirements of critical applications.

• Development of new products:

• Development and supply of superalloy and titanium alloy for Adour engine:

o Nickel base superalloy-Superni 115A low pressure turbine blade blank: SUPERNI 115A, a wrought Nickel-based superalloy, serves as a low-pressure turbine blade in the Adour engine, operating at temperatures up to 980?C. The manufacturing process for this highly alloyed and narrow working range alloy was developed meticulously from the initial stages, encompassing melting and hot working techniques. Two batches comprising 100 blanks were supplied, accompanied by airworthiness certification. The ongoing execution of the remaining 5000 blanks order has mitigated the risk of single source dependency on imports.

o Near alpha Titanium alloy-Titan 26A high pressure compressor Disc Forgings: MIDHANI successfully achieved indigenous bulk production of High-Pressure Compressor (HPC) discs using Titanium alloy TITAN26A. These HPC discs are critical rotating components in military aero gas turbine engines. Through a Licensing Agreement for Transfer of Technology (LAToT) with the Defence Metallurgical Research Laboratory (DMRL) and collaboration with airworthiness agencies, MIDHANI established the indigenous production of HPC discs (stage I to V) for the Adour aero engine. During the Transfer of Technology (ToT) phase, optimization of near isothermal forging and heat treatment processes was carried out to meet the 450?C creep property requirement.

o Near alpha Titanium alloy-Titan 22A HPC Blade Feedstock: The Ti-8Al-1Mo-1V alloy is a near-alpha alloy extensively employed in compressor parts of turbine engines. This alloy features an alpha phase stabilized by aluminum, while the control over thermo-mechanical processing and mechanical properties is achieved through the addition of molybdenum and vanadium. The forging process has been meticulously optimized to prevent cracks during the manufacturing process. As a result, hot rolled bars of 2.5T material, accompanied by airworthiness certification, have been supplied as feedstock to produce compressor blades.

• Development and supply of Titanium alloy for airframe application of Advanced Medium Combat Aircraft (AMCA):

o Titan 31A 120 thick wide slab forging for bulkhead frame: MIDHANI successfully developed and supplied Centre for Military Airworthiness & Certification (CEMILAC) CEMILAC certified Titan 31A slabs, measuring 120mm x 1200mm x 1300mm, for the bulkhead frame of AMCA (Advanced Medium Combat Aircraft). The processing of this material involved triple melting in VAR (Vacuum Arc Remelting), ingot breakdown, and multiple upsetting and draw-down operations, with intermediate process annealing. The material meets stringent Ultrasonic Testing (UT) requirements of class A1 and fatigue requirements for such wide plates.

o Beta Titanium alloy-Ti5553A forged slabs of 200/300mm thick under developmental stage for airframes: The Ti-5Al-5Mo-5V-3Cr-0.3Fe Beta alloy, with its elevated levels of alloying elements, is susceptible to segregation during the melting process. This alloy exhibits superior strength and hardenability compared to the Ti1023 alloy. MIDHANI has embarked on the development of this grade in response to an order from DMRL (Defence Metallurgical Research Laboratory). Our ongoing efforts involve optimizing the properties through a combination of thermo-mechanical processing and heat treatment techniques.

o Development and supply of material for Kaveri Dry Engine (KDE) programme of UCAV: MIDHANI successfully produced and supplied 42 tons of feedstock for forging, along with 27.5 tons of mill forms, comprising high-temperature alloys such as Titanium alloy and Nickel-based superalloy. These materials were manufactured with strict adherence to stringent quality criteria, and they obtained airworthiness certification from CEMILAC. These supplies were specifically intended for the Kaveri Dry Engine (KDE) program of UCAV (Unmanned Combat Aerial Vehicle).

o Development and supply of titanium alloys for airborne missiles: MIDHANI developed and certified heats of Titanium alloy grades i.e. Titan 15A, Titan 31 ELI, and Titan 31A for airborne missiles. Notably, the development of Titan 31A thin sheets (1.5mm thickness) for airborne missile wings was a pioneering achievement in India, with only a few manufacturers worldwide capable of producing this product. Manufacturing Titan 31A (Ti-6Al-4V) sheets <4mm posed challenges due to mill limitations in hot rolling and the frequent annealing required in cold rolling. To overcome these limitations, a multi-stage pack rolling process was adopted.

o Development & Supply of Titanium grades for Advanced Light Helicopter (ALH) engine: MIDHANI successfully developed and type-certified Titan 31A forged feedstock for the rotating parts of the ALH engine. This achievement was accomplished by utilizing the cost-effective double melting method instead of the more expensive triple melting route. Through the optimum design of thermo-mechanical processing routes and strict control over melt parameters, we were able to achieve fatigue properties comparable to those of the triple-melted grade.

• Artificial Intelligence (AI):

• An AI framework has been established for the purpose of designing new alloys. As a case study, the framework was implemented to consider the low thermal coefficient target for the H13 alloy. The results obtained from this implementation have shown promising progress in the development of H13.

• AI framework can also be extended to other alloys, including Super alloys and Titanium alloys, to cater for specific applications requiring stringent properties. By utilizing this AI framework, MIDHANI will significantly reduce the time required for alloy design and development compared to traditional methods.

• As part of AI roadmap, MIDHANI has taken up new projects such as:

• Prediction of microstructure of alloys (grain size and phase fraction) through AIs Computer Vision algorithms,

• Prediction of mechanical properties based on chemistry and microstructure using artificial neural networks and

• AI enabled Quality Improvement System for Maraging Steel Melting Process to improve Product UT quality and yield of the final product.

11.1 The company developed new products to meet the growing market demand, achieving significant advancements in R&D activities. This progress is evident through the expansion of the companys intellectual property assets. The products manufactured by MIDHANI are unique, and to protect against infringement, there was a strong emphasis on encouraging the application of Intellectual Property Rights (IPRs). 11.2 To foster innovation, a mission-driven initiative was launched to motivate employees to file patents for their inventions. As a result of this drive 28 patent applications were filed during FY 2022-23, focusing on product and process improvements. 11.3 Recognizing the crucial role of IPR knowledge in identifying potential patents during the development phase, our R&D team collaborated with the Training and Development department to organize comprehensive training sessions. These sessions were conducted both in-person and online, aiming to educate employees about the importance of IPR and equip them with the necessary understanding and skills.

12.1 Throughout the reporting year, MIDHANI remained steadfast in its efforts towards energy conservation. Our commitment to developing, implementing, and advocating for sustainable energy solutions remains unwavering. The following are the energy-saving measures implemented by MIDHANI during FY 2022-23:

• MIDHANI procured dynamic reactive power compensation panels and transformers to improve the power factor at the MRSS (Material and Reheating Sub-

Station) for the 20T Arc furnace. This implementation is projected to result in significant electricity bill savings of approximately H 10 Lakh per month.

• Furthermore, the overall power factor has been enhanced from 0.92 to 0.96 through the deployment of DPFC (Dynamic Power Factor Correction) panels and transformers, with an approximate value of H 300 Lakh. These initiatives underline our commitment to optimizing energy consumption and reducing costs.

• MIDHANI has established a state-of-the-art solar power plant and entered into open access agreements with TSSPDCL (Telangana State Southern Power Distribution Company Limited) and TSTRANSCO (Telangana State Transmission Corporation Limited) to utilize the generated energy from the 4 MW solar power plant. This year, the solar power plants have successfully generated solar energy valued at H 258 Lakh. These initiatives reflect our dedication to harnessing sustainable and renewable energy sources, contributing to both environmental conservation and cost efficiency.

The summary of consumption of LPG is as under:

The summary of consumption of Electricity is as under:

13. MARKETING & BUSINESS DEVELOPMENT: 13.1 During FY 2022-23, MIDHANI has booked orders worth H 91,700 Lakh. The open order book position as on April 1,

2023 stood at H 1,33,104 Lakh. With the current order book and considering the future orders in pipeline, MIDHANI looks forward to steady growth in the upcoming years.

The sector wise order booked during FY 2022-23 are as under:

13.2 Sector-wise Performance: The total orders executed during the year under review were H 87,194.14 Lakh and the sector wise sales executed is as below:

13.3 Business Development:

• In line with its growth strategy, MIDHANI has made strategic investments in new facilities, including an Armour unit in Rohtak, Haryana, and a state-of-the-art Wide plate cum sheet mill. These expansions aim to diversify MIDHANIs customer base beyond the Defense & Space sector, targeting industries such as railways, inland security, oil and gas pipelines, and the power sector. These initiatives align with the Government of Indias Aatma Nirbhar Bharat Abhiyaan, promoting indigenous production and offering domestic alternatives for advanced materials, supporting self-reliance and import substitution.

• Over the years, MIDHANI has been strategically focusing its exports on Titanium alloys and Superalloys, primarily to stockiest and dealers. However, the companys consistent efforts in the past three years have yielded positive results by expanding its customer base to include end-use customers in Europe for Special Steel, Superalloy, and Titanium Alloys.

• The efforts to obtain industry-specific certifications and client approvals are expected to have a significant impact on MIDHANIs export performance in the upcoming years. With the enhanced credibility and recognition gained through these certifications, MIDHANI aims to experience a substantial leap in its export volumes, further strengthening its position in the global market.

13.4 Information Technology (IT):

• Continued efforts were made to strengthen the Cyber Security framework through a Cyber Security Vulnerability Assessment and Penetration Testing (VAPT) Audit conducted by a Cert-In empaneled agency. Additionally, a ‘Cyber Jagrookta Diwas was organized to raise cyber awareness among employees. These initiatives demonstrate our commitment to ensuring a robust Cyber Security system within the organization.

• MIDHANI successfully implemented an ERP Online Daily Production reporting application, enabling accurate day-wise production volume tracking across various shops. This system also provides cumulative monthly and yearly production tonnage data. Additionally, a Material Tracking System was implemented to track dispatchable materials across the shops, as well as monitor the online tracking of inbound and outbound materials to and from MIDHANI. These systems enhance operational efficiency and streamline material management processes within the organization.

• During the year under review, the Disaster Recovery (DR) site setup was made operational at Rohtak Plant and the visitor management system and Hospital Management systems was also implemented.

• MIDHANI responsibly managed and disposed of approximately 1000 kilograms of IT electronics scrap as e-waste, contributing to a cleaner environment and sustainable waste management practices.

14.1 During FY 2022-23, MIDHANI participated in two significant exhibitions: Defexpo 2022, held at Gandhinagar, Gujarat from October 18 to 22, 2022, and AeroIndia 2023, held at Bangalore, Karnataka from February 13 to 17, 2023. These exhibitions provided valuable platforms for showcasing MIDHANIs capabilities and engaging with industry leaders, stakeholders, and potential customers on a global scale. 14.2 MIDHANI hosted a panel discussion on Aeronautical Materials at Hotel The Park, Hyderabad on December 7, 2022. Dr. G Satheesh Reddy, Scientific Adviser to Raksha Mantri was chief guest for the event. The panel discussion witnessed the participation of 75 Aeronautical customers and inspection agencies from prominent organizations such as Hindustan Aeronautics Limited, Gas Turbine Research Establishment, Aeronautical Development Agency, National Aerospace

Laboratories, Defence Metallurgical Research Laboratory, Centre for Military Airworthiness & Certification, Directorate General of Aeronautical Quality Assurance, among others. This event served as a platform for insightful discussions and fruitful interactions on the subject of aeronautical materials.

14.3 On December 27, 2022, the Wide Plate Mill was inaugurated by the Honble President of India, Smt. Droupadi Murmu. The inauguration ceremony included an exhibition featuring Defence products, with participation from esteemed organizations like Defence Research and Development Organisation, Bharat Dynamics Limited, Hindustan Aeronautics Limited, Bharat Electronics Limited, Armoured Vehicles Nigam Limited, and six start-up companies. The exhibition was also accesible to the general public on December 28, 2022.

15.1 During FY 2022-23, MIDHANI successfully completed the preparation and testing of approximately 38,000 various samples for mechanical testing purposes. Additionally, the company conducted testing on over 15,000 micro samples. These extensive testing efforts demonstrate our commitment to ensuring the quality and reliability of our products.

15.2 In August 2022, MIDHANI successfully completed the Surveillance Assessment for the Certification of its Quality Management System. The assessment was conducted to ensure compliance with the AS9100:2016 and ISO 9001:2015 standards.

15.3 MIDHANI successfully completed audit for Metrology as a calibration lab, resulting in the grant of accreditation. Additionally, the renewal audit of Chemical, Mechanical, and Metallography laboratories was carried out successfully, leading to the renewal of accreditation by NABL (National Accreditation Board for Testing and Calibration Laboratories) in March 2023.

15.4 MIDHANI successfully obtained the ISI mark license for the supply of 300 series stainless steel plates, affirming its adherence to national quality standards. Additionally, MIDHANI made remarkable progress by establishing the Immersion Ultrasonic Testing of SF800H Extruded Tubes for the first time.

15.5 MIDHANI successfully demonstrated and established Immersion Ultrasonic Testing for 0.4mm FBH acceptance criteria in collaboration with DMRL for DMR-SN-742 grade material, marking a significant milestone as the first of its kind in the country.

15.6 MIDHANI conducted the inspection and testing of 38 MDN250 plates within a month. Throughout the FY 2022-23, a total of approximately 209 plates underwent rigorous testing, inspection, and received clearance.

16.1 Vendor Meet: MIDHANI organized a Vendor Meet on November 3, 2022, with the aim of facilitating direct interaction with our vendors. The event served as a platform to showcase the recent developments and product profiles of MIDHANI, while also providing an opportunity to address any issues faced by the vendors. This collaborative approach was undertaken to enhance the overall procurement process and foster stronger partnerships with our valued vendors.

16.2 Encouragement to Micro and Small-Scale Industries:

• MIDHANI remains committed to promoting and supporting Micro and Small Enterprises (MSE) by actively engaging in sourcing a diverse range of goods and services from them. In the fiscal year 2022-23, the percentage value of goods and services procured from MSE units accounted for an impressive 45.02% of the total domestic value of procurement. This highlights our dedication to fostering the growth and development of MSE units, as well as our commitment to inclusive and sustainable business practices.

• MIDHANI actively engaged in fostering collaborations with prominent organizations like FICCI and MSME Development Institute, Hyderabad to expand our vendor base and include more Micro and Small Enterprises. Furthermore, we actively participated in MSME exhibitions held at Kota and Hyderabad, which served as important platforms for networking, knowledge sharing, and exploring potential partnerships with MSEs. These initiatives highlight our commitment to promoting MSEs and nurturing their growth within the industry.

16.3 Integrity Pact (IP): In order to uphold transparency and integrity in all our contracts, MIDHANI has implemented the practice of signing Integrity Pacts with the respective bidders for high-value contracts. Shri Anand Deep IRS (Retd.) and Shri Mallikarjuna Rao, IFS (Retd.) act as our Independent External Monitors (IEM) to ensure compliance and adherence to ethical standards. During FY 2022-23, approximately 85.55% of the total value of contracts and Purchase Orders (POs) were covered under the Integrity Pact, reaffirming our commitment to maintain integrity and accountability in our operations.

16.4 eProcurement: To enhance transparency in our procurement processes, MIDHANI has made significant efforts to maximize the use of eProcurement. We are proud to report that during the reporting period, approximately 92.4% of our total procurement, excluding the exempted category, was conducted through the eProcurement mode. This demonstrates our commitment for leveraging technology for streamlined and efficient procurement practices, ensuring fairness, competitiveness, and transparency in the procurement process. By embracing eProcurement, MIDHANI continues to promote a culture of transparency, accountability, and efficiency in its procurement operations.

16.5 Government e Marketplace (GeM): MIDHANI has made significant strides in maximizing its procurement through the Government e Marketplace (GeM) platform. During FY2022-23,MIDHANIreleasedpurchaseordersamountingto H 12,591 Lakh showcasing a multifold increase compared to the GeM procurement value of H 2,660 Lakh during

FY 2021-22. This highlights our commitment to leveraging the GeM platform to streamline our procurement processes, enhance efficiency, and promote transparency in the acquisition of goods and services. By actively engaging with GeM, MIDHANI is reinforcing its dedication to embracing digital technologies and government initiatives for a more seamless and robust procurement ecosystem.

17.1 MIDHANI has a comprehensive Risk Management Policy that has been approved by the Board. The identification and assessment of risks associated with various processes in MIDHANI have been extensively discussed in the Internal Production Review Meetings and Corporate Management Committee Meetings. In compliance with Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015), MIDHANI has established a dedicated Risk Management Committee. 17.2 As part of the Management Discussion and Analysis section of this Annual Report, a detailed list of the identified risk elements faced by the Company is enumerated. This ensures transparency and allows stakeholders to have a comprehensive understanding of the risks involved in MIDHANIs operations. By actively managing and addressing these risks, MIDHANI remains committed to safeguarding its interests, promoting sustainable growth, and ensuring the long-term success of the organization.

18.1. Human Resource Development (HRD) encompasses various initiatives such as employee training, career development, performance management, coaching, mentoring, and succession planning. The aim of HRD at MIDHANI is to enhance the skills, knowledge, and abilities of employees to achieve organizational goals.

18.2.Development of human resources is crucial for organizational growth. By creating a conducive environment, organizations can tap into the unlimited potential capabilities of their workforce. MIDHANI recognizes the significance of its human resources and strives to build a motivated and committed workforce. HR management has evolved into a strategic function from a traditional support role.

18.3. Human Resource Development has greatly contributed to the organizations well-being, leading to a stronger workforce, improved relations, and higher productivity and profitability. At MIDHANI, Employees are considered as most valuable asset, and their talent management is aligned with technology to drive companys growth. 18.4. The Company values its highly skilled and self-motivated employees. Continuous training and development modules are provided to upgrade their knowledge and skills, with special emphasis on the development of employees from SC, ST, OBC, and Differently abled categories.

18.5. Manpower Position: The manpower strength of MIDHANI as on March 31, 2023 stands at 478 Non-Executives, 25 Non-Unionized Supervisors and 248 Executives compared with 486 Non-Executives, 36 Non-Unionized Supervisors and 248 Executives as on March 31, 2022.

18.6.The total manpower strength under permanent category of your Company as on March 31, 2023 is as under:

Statement showing the representation of SC/ST/OBC/PH and their recruitment etc., is enclosed as Annexure - II

Note: Excluding Directors

18.7. Employee Welfare Initiatives: The various employee welfare initiative taken during FY 2022-23 are as below:

• Encouraging Small Family Norms:In order to encourage employees to opt for a small family, Management, as a policy, allows casual leave for employees who undergo sterilization operation varying from 6 to 14 days based on the type of sterilization operation.

• Social obligations/welfare programs: Monetary awards were presented on August 15, 2022 to meritorious students/children of our employees of SC, ST and OBC categories @ H 1000/- per child in each category for scoring highest % of marks and @ H 500/- each to all the students of above categories who scored 75% and above marks in X class Board examination or equivalent held in March/April.

• Post-Retirement Medical Benefit Scheme (PRMBS): The PRMBS (Post-Retirement Medical Benefit Scheme) for Executives and Non-Unionised Supervisors who retired after January 1, 2007 along with the Group Medical Insurance Scheme for Employees retired prior to January 1, 2007 have been successfully implemented. Medical insurance cards have been issued to the beneficiaries, including Executives, Non-Unionised Supervisors, and Non-Executives. Additionally, the PRMBS for Non-Executives retired on or after January 1, 2007 was implemented from May 1, 2015 as approved by the Board. These schemes are currently operational.

• Education Scholarship for wards of Workmen / employees of MIDHANI Studying in BPDAV School:

Merit Scholarships are awarded to the children of employees who are studying in classes 1 to X and have achieved the 1^st and 2^nd ranks in their previous classs final examinations. The recipients of the scholarship will receive H 6,000/- and H 3,000/- per annum, respectively. Additionally, children of workmen in WG-0 to WG-5 who pass their previous class (I to X) and move on to the next grade are eligible for an Education Scholarship of H 300/- per month.

• School Activities: Brahm Prakash D A V School, located in MIDHANI Township, is managed by the Company for the benefit of MIDHANI employees children and for students located nearby MIDHANI. The school focuses on the holistic development of students, encouraging their participation in extracurricular activities such as sports, and Scouts & Guides. The students have achieved great success in academics, sports, and cultural activities, bringing pride to the school.

• Township: MIDHANI has provided housing facilities to its essential services employees through a Township comprising of 87 quarters.

18.8. Women Empowerment:

• MIDHANI provides a platform for women employees to excel and contribute to organizational goals. With 76 women employees in executive and non-executive roles, they are involved in various departments across the company. Management supports their development through training programs and ensures their welfare in compliance with regulations.

• To encourage women employees to strengthen their technical skills and overall grooming, Management nominates women employees for in-house as well as external training programs.

• MIDHANI celebrates International Womens Day program every year on 8^th March. As part of celebrations on March 8, 2023, the theme was "DigitALL: Innovation and technology for gender equality". As part of this program, we have conducted outbound training session for women employees on "Corporate Well-being by Conscious Living". 18.9. Industrial relations: The industrial relations continued to be peaceful and cordial during the year under report. The management continues to receive maximum support and cooperation from the employees as in the past.

18.10.Environment management: MIDHANI persistently prioritized the preservation and enhancement of ecological balance within and around its factory premises through the establishment and upkeep of a diverse and extensive plantation. The green belt at MIDHANI, comprising thousands of plants, forms a dense canopy of greenery. This endeavor effectively mitigates air and dust pollution while also providing a conducive habitat for various bird species.

In accordance with Ministry of Corporate Affairs notification no. GSR 463(E) dated June 05, 2015, Government Companies are exempt from provisions of Section 197 of the Companies Act, 2013 and rules thereof.

20.1 During the FY 2022-23, the Training & Development Department significantly increased its training man days from 1236 to 2855. This was achieved through various training programs, including 18 In-House Training programs for Casuals/FTCs, Executives, NUS & Non-Executives, as well as 17 External programs for Executives, NUS & Non-Executives. Additionally, as part of the industry-academia interface program, eight plant visits were organized throughout the year. 20.2 MIDHANI is fully committed to fulfilling its obligations under the Apprentice Act 1961. As part of this commitment, we have engaged approximately 187 Trade Apprentices in various trades such as Electrician, Fitter, Welder, Machinist, and Turner for one-year on-the-job training. Additionally, under the Board of Apprenticeship Training (BOAT) Scheme, we have provided on-the-job training to 6 Graduate Apprentices (GATs), 10 Technician Apprentices (TATs), and 6 Sandwich Diploma Engineering (Metallurgy) students from Govt. Polytechnic. These initiatives reflect our committment for nurturing and developing skilled professionals in the industry. 20.3 In addition to on-the-job training for apprentices, MIDHANI has organized various skill development training programs.

These programs include knowledge transformation sessions and motivational sessions conducted by the Assistant Director of Regional Director of Apprenticeship Training (RDAT), covering a total of 664 man-days. These initiatives aim to enhance the skills and motivation of our workforce, ensuring their continuous growth and development.

21.1 CORPORATE SOCIAL RESPONSIBILITY (CSR):

• The Corporate Social Responsibility and Sustainable Development Policy of MIDHANI in line with the Companies Act 2013 was approved by the Board of MIDHANI. The policy is available at https://midhani-india.in/policies/.

• For the year under review MIDHANI has incurred expenditure of H 393.42 Lakh for CSR activities against the mandatory requirement of H 414.33 Lakh after setting off excess CSR expenditure of H 29.08 Lakh during previous year. Thus, the cumulative CSR expenditure incurred by MIDHANI over the years has crossed H 3,714.02 Lakh. The unspent amount of H 22 Lakh pertaining to an ongoing project has been transferred to unspent CSR Account in line with Section 135 (6) of the Companies Act, 2013.

• The Company has prepared an annual report on its CSR activities, in compliance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The report can be accessed at https://midhani-india.in/csr/ and forms part of Annual Report as Annexure - III. Details about the composition of the Corporate Social Responsibility and Sustainable Development Committee of MIDHANI can be found in the "Report on Corporate Governance," which is included in this Annual Report.

• The CSR activities undertaken by our Company during the reporting year encompass the following areas: (i) Promotion of Health Care and Sanitation; (ii) Promotion of Education; (iii) Skill Development and; (iv) Others

(a) Promotion of Health care: i) ‘MIDHANI Primary Health Care Centre was set up through ‘MIDHANI Primary Health Care Trust to cater to the medical needs of the public living in and around MIDHANI. An amount of H 133.54 Lakh was spent towards Medicines and Administrative Cost. ii) Basic checkup and medicines are provided free of cost to the needy patients at MIDHANI Primary Health Care Centre. iii) Sponsored Anesthesia Work Station and Patient Bed Lift through Seva Bharathi – NGO amounting to H 20 Lakh. iv) Sponsored Mobile Ambulance to ABV Foundation amounting to H 20 Lakh. v) Sponsored health awareness campaign at remote areas of Lucknow, Uttar Pradesh through Mamta Charitable Trust amounting to H 20 Lakh. vi) Sponsored ESG Machines (10 nos) to DHMO Office, Hyderabad for Bhasti Dawakhanas.

i) Location: Public Toilet constructed around MIDHANI.

ii) Total Project Expenditure: H 0.25 Lakh.

iii) No of beneficiaries: 100-150 per day.

(a) 7 Children belonging to SC/ST category whose parents fall in lower income group were given admission in to LKG and the entire fee shall be borne by MIDHANI till they complete 10^th Class. (b) Sponsored Dual Desks to various Government Schools of Kothagudem (Aspirational Dist) at an expenditure of H 45.34 Lakh.

(a) Every year MIDHANI is inducting more than 10% apprentices to help students have exposure to the real time environment and gain knowledge from the experienced professionals. As part of the stipend paid to the apprentices, an amount of H 80.40 Lakh is accounted under CSR as per the guidelines.

• Actual Expenditure incurred in FY 2022-23 is H 3,93,41,715/- against mandatory expenditure of H 4,43,41,000/- and Company has set-off H 29,08,000/-

pertaining to excess expenditure during FY 2021-22. The Annual Report on CSR forms part as Annexure – III of this Annual Report. The unspent amount of H 22,00,000 pertaining to an on-going project has been transferred to unspent CSR account.

21.2 DISCLOSURE UNDER SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

• At our Company, we are committed to provide a safe and inclusive workplace environment for all employees, with special emphasis on the safety and well-being of women. To ensure this, we have established an Internal Complaints Committee (ICC) dedicated to addressing and resolving complaints related to sexual harassment. The ICC operates in accordance with our policy, following guidelines that prioritize the protection and support of all individuals involved.

• During the review period, we are pleased to report that the Internal Complaints Committee (ICC) did not receive any complaints regarding sexual harassment. Furthermore, as of the end of FY 2022-23, there are no pending complaints related to sexual harassment. This signifies our continuous efforts in providing a safe and respectful work environment for all employees.

21.3 CONTRIBUTION TO EXCHEQUER:

During FY 2022-23, your Company contributed an amount of H 26,027.52 Lakh in the form of Dividend,

Duties and Taxes vis-a-vis H 22,363.05 Lakh during FY 2021-22.

21.4 COPY OF ANNUAL RETURN:

The Annual Return as provided under sub-section (3) of Section 92 of The Companies Act 2013 is available at website of the Company viz. https://midhani-india.in/annual-return/

21.5 REPORT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Report on conservation of Energy, Technology Absorption and foreign exchange earnings and outgo forms part of Annual Report as Annexure – IV.

21.6 BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR):

• As per the requirements of Regulation 34 of SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms part of Annual Report as Annexure-V. This report highlights the various initiatives undertaken by the company in terms of environmental sustainability, social responsibility, and governance practices. We encourage you to review this report for a comprehensive understanding of our commitment to responsible business practices.

21.7 IMPLEMENTATION OF RIGHT TO INFORMATION (RTI) ACT 2005:

MIDHANI, as a Public Authority under the RTI Act 2005, has appointed a Nodal officer, Appellate Authority, and CPIO to ensure compliance with the Act. The Company promptly provides information requested by citizens within the specified time frame. MIDHANI also fulfills its obligation of Suo Motu disclosures under Section 4(1)(b) of the RTI Act by displaying information on its official website. The companys website is regularly updated to keep stakeholders informed about news and developments. During FY 2022-23, 165 RTI applications were received and 173 applications were disposed of, including those from the previous period. Additionally, 11 RTI appeals were raised and resolved within the same year. MIDHANI submits quarterly returns to the authorities in accordance with the regulations.

21.8 RAJBHASHA IMPLEMENTATION:

• MIDHANI diligently complied with the directives and regulations set by Government of India for promoting use of Hindi in official work. Regular quarterly meetings of the Official Language Implementation Committee were held, chaired by the Chairman & Managing Director, and progress reports were submitted to the Ministry of Defence (MoD) and Ministry of Home Affairs (MHA) and to Town Official Language Implementation Committee - Undertaking (TOLIC-U).

• Asarecognitionofyourcompanysexcellentperformance in official language implementation, MIDHANI received the Rajbhasha Award and was notified in the Gazette of India for achieving 80% proficiency in Hindi. To further encourage the usage of Hindi, MIDHANI provided Hindi training courses to employees. Hindi awareness workshops were organized for employees to facilitate their day-to-day official work in Hindi.

• In compliance with the Ministry of Home Affairs directives, "HINDI FORTNIGHT" celebrations were conducted. MIDHANI also celebrated "WORLD HINDI DAY" by conducting various programs. Additionally, the company published the 25^th and 26^th issues of its inhouse Rajbhasha House Journal Sankalp as an e-Magazine during the FY 2022-23.

21.9 RELATED PARTY TRANSACTION:

• Disclosure of related party transactions as per Ind AS- 24, issued by the Institute of Chartered Accountants of India, is provided at note no. 40 of the Notes forming part of Annual Accounts for FY 2022-23.

• All contracts /arrangements /transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on ‘arms length terms. The related party transactions were placed before the Audit Committee for review and/or approval.

• During the year, the Company did not enter into any contract /arrangement /transaction with related party, which could be considered material in accordance with the Companys ‘Policy on Materiality of and dealing with Related Party Transactions and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The aforesaid Policy is available on the Companys website viz. https://midhani-india.in/policies/

22.1 The companys Vigilance Department is led by Dr. Upender Vennam, an IPoS officer, as the Chief Vigilance Officer (CVO). In this role, the CVO acts as an advisor to the Chairman & Managing Director (C&MD) on all vigilance-related matters and serves as a liaison between the organization and the Central Vigilance Commission (CVC).

22.2 During the concluded financial year, the Vigilance Department focused on preventive vigilance, aiming to eliminate favoritism and arbitrariness through the standardization of rules and procedures. Regular inspections, both planned and surprise, were conducted on procurement contracts, sub-contracts, and other processes.

22.3 Chief Technical Examination (CTE) inspections were carried out in areas such as procurement, civil works, and consumption of high-speed diesel, with reports submitted to the management. Four structured meetings between the Chairman & Managing Director and the Chief Vigilance Officer were held during FY 2022-23. Additionally, the Vigilance Department suggested fifteen systemic improvements and good practices in various areas, including human resources, IT, security, and procurement/contracts. These suggestions were considered by the management and made available on the company website.

22.4 During the year, the Vigilance Department in MIDHANI focused on promoting transparency, fairness, and ethicality in company transactions and processes through awareness campaigns and training programs. Vigilance Awareness Week 2022 was observed in MIDHANI from October 31 to November 6, 2022 focusing on CVC theme of "Corruption free India for a developed Nation. The 10^th issue of the in-house vigilance magazine "JAGRUTI" was also published and made available to all MIDHANI employees.

23.1 The Whistleblower Policy was first adopted by the Board of Directors at its 206^th Meeting on January 23, 2013. It was later amended as the Whistleblower Policy - 2018 to align with the Public Interest Disclosure and Protection of Informers Resolution, 2004 (PIDPI). This policy provides a mechanism for individuals to report complaints and seek protection against any retaliation for whistleblowing.

23.2 The Whistleblower policy established by the company is to encourage employees to report any unfair or unethical activities within the organization. The Board level Audit Committee periodically reviews the functioning of the vigil mechanism and addresses any whistleblower complaints received.

23.3 The Whistleblower Policy - 2018 serves as MIDHANIs Vigil Mechanism and enables stakeholders to report any issues that may have an impact on the organization. The policy is readily accessible on the companys website. viz. https:// midhani-india.in/department_vigilance/rolefunctions-of-vigilance-department/

MIDHANI was honored with Rajbhasha Puraskar for excellent implementation of Official Language in the 56^th half yearly meeting of Town Official Language Implementation Committee (Undertaking), Hyderabad-Secunderabad held on October 28, 2022 at BDL, Kanchanbagh, Hyderabad.

The Annual Report includes Management Discussion and Analysis, providing a comprehensive analysis of the Companys financial performance, operations, and future outlook.

26.1 The Company adheres to the principles and philosophy of Corporate Governance, ensuring good decision-making practices in line with current standards and guidelines from the Department of Public Enterprises. A comprehensive Code of Business Conduct and Ethics is in place which is applicable to all Board Members and Senior Management. A certificate from the Chairman and Managing Director affirming compliance with Code of Business Conduct and Ethics for Board and Senior Management forms part of Annual Report as Annexure – VI.

26.2 The Annual Report includes a comprehensive report on Corporate Governance, providing detailed information on the companys adherence to guidelines issued by the Department of Public Enterprises (DPE) and SEBI Listing Regulations. A certificate confirming compliance with these guidelines, signed by a practicing Company Secretary, forms part of Annual Report as Annexure – VII.

26.3 In line with the Revised Grading norms for CPSEs, your Company has achieved a perfect score of 100% for the FY 2022-23 in terms of compliance with the Guidelines on Corporate Governance issued by the Department of Public Enterprises (DPE).

27.1 MIDHANI has implemented a robust framework for internal controls, which is designed to align with the companys size and operations. This internal control system is further strengthened by a comprehensive program of internal audits and management reviews. The internal audit function, supported by external audit firms, conducts thorough and risk-focused audits to assess the effectiveness of the internal control structure and its functions on a regular basis. This ensures the integrity and reliability of the companys operations.

27.2 The Company has implemented robust internal financial controls in accordance with the requirements of the Companies Act, 2013. These controls are implemented at various levels within the organization to ensure compliance with internal control requirements, regulatory compliance, and accurate recording of financial and operational information. The internal financial controls are designed to safeguard assets, prevent fraud, maintain financial accuracy, and promote operational efficiency.

27.3 The Company engaged the services of external audit firm Eswar & Co. to conduct the internal audit during the year, with a focus on assessing the adequacy of systems and controls. The audit reports prepared by Eswar & Co. were thoroughly reviewed by the Audit Committee. Additionally, the in-house Internal Audit team conducted regular audits of specific processes. The findings and recommendations from these audits, along with the corrective actions initiated, were discussed with the Management and reviewed by the Audit Committee. The Audit Committee also assessed the adequacy and effectiveness of internal controls in place.

27.4 No instances of fraud were reported to the Audit Committee by the Auditors in accordance with Section 143(12) of the Companies Act, 2013 and the rules prescribed. Therefore, no disclosure is required under Section 134(3)(ca) of the Act.

28.1 The Board of your Company at the beginning of FY 2022-23 comprised of Four (4) Directors i.e. Two (2) Functional Directors, One (1) Government Nominee Director and One (1) Independent Director, all eminent personalities with vast experience from diverse fields. Subsequently, Smt. Vallikkat Thanayankizhil Rema (DIN: 09561611) was appointed as Independent Director w.e.f. April, 5, 2022 and Shri T. Muthukumar was appointed as Director (P&M) w.e.f. June 23, 2022. 28.2 As on date of this Report, the Company has Six (6) Directors i.e. Three (3) Functional Directors, One (1) Govt. Nominee Director and Two (2) Independent Directors.

28.3 During the year under review, the following changes in composition of Board of Directors were observed:

• Smt. Vallikkat Thanayankizhil Rema (DIN: 09561611) was appointed as the Woman Independent Director on the Board of Mishra Dhatu Nigam Limited by the Ministry of Defence, vide letter No. 11(70)/2021/Misc./D(NS) dated March 25, 2022, effective from April 5, 2022, for a period of 3 years or until further order by the Ministry. The appointment was approved by the Members of the Company through a Special Resolution passed on June 30, 2022, via the Postal ballot process, in accordance with Regulation 17(1C) & 25(2A) of SEBI (Listing Obligations and Disclosure Requirements ) , Regulations 2015 (SEBI Listing Regulation).

• Cmde Siddharth Mishra, former C&MD of Bharat Dynamics Limited (BDL), was entrusted with the additional charge of the post of Director (P&M) vide letter no: 2(13)/2015/MDN/D(NS-I) dated May 27, 2022 by the Administrative Ministry. The appointment was effective from May 11, 2022, for a period of 6 months. However, Cmde Siddharth Mishra did not assume the charge.

• Shri Thulasiraman Muthukumar (DIN:09636771) was appointed as Director (Production & Marketing) (pay scale of H 1,60,000 – 2,90,000 (IDA)) on the Board of Mishra Dhatu Nigam Limited by the Ministry of Defence vide letter No. 5/1(1)/2020/D(NS) dated June 9, 2022. Shri T. Muthukumar assumed charge of the post on June 23, 2022. The members of the Company approved his appointment through an Ordinary Resolution passed via postal ballot on August 03, 2022, in accordance with Regulation 17(1C) of the SEBI Listing Regulations. His appointment is effective until June 30, 2025, or until further orders by the Ministry of Defence.

• Shri Surendra Prasad Yadav, (JS – LS) (DIN:02267582) was appointed as Govt. Nominee Director in place of Shri Anurag Bajpai (DIN: 08948155) w.e.f. November 10, 2022. The members of the Company approved appointment of Shri Surendra Prasad Yadav, (JS – LS) through an Ordinary Resolution passed via postal ballot on January 27, 2023, in accordance with Regulation 17(1C) of the SEBI Listing Regulations. 28.4 In accordance with provisions of the Companies Act, 2013, Dr. Sanjay Kumar Jha, Chairman & Managing Director (DIN: 07533036) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible has offered himself for re-appointment.

28.5 The Notice of the 49^th Annual General Meeting (AGM) provides a brief resume, expertise, directorship details in other companies, and shareholding information of the Director(s) proposed for appointment/re-appointment at the AGM, in accordance with Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations.

28.6 Performance Evaluation: The appointment/reappointment of Independent Directors in the Company, being a Government Company, is done by the President of India through the Administrative Ministry. The evaluation of Independent Directors performance and their compliance with the Independence criteria specified in the SEBI Listing Regulations is conducted by the Government of India through its internal processes.

29.1 MIDHANI is a Government of India-owned Public Sector Enterprise under the administrative control of the Ministry of Defence. The Directors of the Company are appointed by the President of India and their remuneration is determined in accordance with the Guidelines issued by DPE. As per Article 67 of MIDHANIs Articles of Association, the President of India is Competent Authority for appointing Directors and deciding their remuneration. Given that these appointments are made by the President of India, the evaluation of the performance of these appointees is also conducted by the Government of India.

29.2 The terms and condition of payment of sitting fees to Independent Directors and Govt. Nominee Director is available on the Companys website viz. https://midhani-india.in/policies/.

29.3 Further, provisions of Section 178(2), (3) and (4) are not applicable on Company vide Ministry of Corporate Affairs notification dated June 5, 2015.

30.1 The Independent Directors of the Company have affirmed their compliance with the independence criteria outlined in both the Companies Act, 2013 and SEBI Listing Regulations. Additionally, they have fulfilled the requirements specified in Rule 6, Sub-rule 1 & 2 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

30.2 The Independent Directors have provided confirmation of their adherence to the "Code of Business Conduct and Ethics for Board Members and Senior Management" of the Company.

30.3 During FY 2022-23, one (1) meeting of the Independent Directors was conducted on March 15, 2023, in accordance with the provisions of the Companies Act, 2013, and SEBI Listing Regulations.

31.1 Pursuant to Section 134(5) of the Companies Act, 2013, your Directors state that: a. in the preparation of the Annual Accounts for the financial year ended March 31, 2023, the applicable Indian Accounting Standards (Ind AS) have been followed along with proper explanations on the material departures; b. the Directors have such Accounting Policies have been selected and applied consistently and judgments and estimate have been made; that were 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 i.e. March 31, 2023; and of the Profit of the Company for the year ending on March 31, 2023; c. the Directors have taken proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, as amended from time to time, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors have prepared the accounts for the financial year ended on March 31, 2023 on a ‘going concern basis; e. the Directors have laid down proper internal financial controls in place and that such internal controls are adequate and are operating effectively; and f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

32.1 Statutory Auditors: C&AG of India appointed M/s Sarath

& Associates, Chartered Accountants, Hyderabad, [Firm Registration No. 005120S] as Statutory Auditors of the Company for conducting audit of accounts for the year ended March 31, 2023. The Auditors Report of Statutory Auditors on the Financial Statements for the financial year ended on March 31, 2023, is an unmodified opinion i.e., it does not contain any qualification, reservation or adverse remark.

32.2 Cost Auditor: Your company is required to maintain cost records as specified by Central Government under section 148(1) of the Companies Act, 2013. Your Company appointed BVR & Associates, Cost Accountants, Hyderabad, [Firm Registration No 000453] as Cost Auditors for the FY 2022-23 in terms of Section 148 of Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014. 32.3

Secretarial Auditor: In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company appointed C V Reddy K & Associates, Hyderabad [FRN: S2010AN130900] as Secretarial Auditors of the Company for the FY 2022-23. The Secretarial Audit Report forms part of Annual Report as Annexure – VIII along with management reply to the observations therein.

32.4 Internal Auditor: Your Company engaged Eswar & Co. [Firm Registration No. 007288C] to conduct Internal Audit for FY 2022-23.

The ‘Nil Comments certificate on the Accounts issued by the Comptroller and Auditor General of India for the year ended March 31, 2023 is placed in Annual Report after Statutory Auditors Report.

34.1 Borrowings and Debt Servicing: During the year under review, your Company has met all its obligations towards repayment of principal and interest on loans availed.

34.2 Particulars of loans given, investments made, guarantees / securities given: The details of investments made and loans/ guarantees/securities given, as applicable, are given in Notes No. 6, 7 and 14 of the Annual Financial Statements. 34.3

Board Meetings: During the financial year ended on March 31, 2023, the Board met seven (7) times on June 26, 2022, July 27, 2022, October 3, 2022, November 14, 2022, December 19, 2022, February 8, 2023 and March 15, 2023. For further details of these meetings, Members may please refer ‘Report on Corporate Governance which forms part of this Annual Report.

34.4 Board Committees:For details regarding Board Committees, Members may please refer ‘Report on Corporate Governance which forms part of this Annual Report.

34.5 Secretarial Standards: Your Directors state that the Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively have been duly followed by the Company.

35.1 Your Directors state that no disclosure is required in respect of the following matters, as there were no transactions/ events in relation thereto, during the year under review: a) Details relating to deposits covered under Chapter V of the Companies Act, 2013. b) Issue of equity shares with differential rights as to dividend, voting or otherwise. c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme of the Company.

35.2 Your Directors further state that: a) there was no change in the share capital of the Company during the year under review. b) no material changes/commitments of the Company have occurred after the end of the FY 2022-23 and till the date of this report, which affect the financial position of your Company. c) no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the ‘going concern status and Companys operations in future. d) during the year, no corporate insolvency resolution process was initiated under the Insolvency and Bankruptcy Code, 2016, either by or against the Company, before National Company Law Tribunal or other court(s).

36.1 The Board of Directors extends their heartfelt gratitude for the unwavering support and assistance received from various Government agencies, particularly the Ministry of Defence, establishments under DRDO, and other Central and

State Government agencies. The Directors also express their sincere appreciation to the customers, vendors, bankers, C&AG, statutory/internal auditors, Chairperson of the Audit Committee, Chairperson of other sub-Committees of the Board, advisers, consultants, and stakeholders associated with the Company for their continuous support and guidance throughout the year.

36.2 The Directors would like to express their sincere appreciation for the significant contributions and exceptional cooperation provided by all the employees of the Company. 36.3 The Directors would also like to extend their gratitude and appreciation to all the shareholders and investors for their unwavering trust and confidence in the Company. The Directors eagerly anticipate their continued support, which will propel the Company towards even greater accomplishments in the future.