Mishra Dhatu Nigam Ltd Management Discussions.

FORWARD LOOKING STATEMENTS:

Certain statements in this report regarding our business operations may constitute forward-looking statements. These include all statements other than statements of historic fact, including those regarding the financial position, business strategy, management plans and objectives for future operations. Forward-looking statements can be identified by words such as ‘believes, ‘estimates, anticipates, ‘expects, ‘intends, may, will, plans, outlook and other words of similar meaning in connection with a discussion of future operational or financial performance. Forward-looking statements are necessarily dependent on assumptions, data or methods that may be incorrect or imprecise and that may be incapable of being realized, and as such, are not intended to be guarantee of future results, but constitute our current expectations based on reasonable assumptions. Actual results could differ materially from those projected in any forward-looking statements due to various events, risks, uncertainties and other factors. We neither assume any obligation nor intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The financial statements are prepared under historical cost convention, on accrual basis of accounting and in accordance with the provisions of the Companies Act, 2013 (the "Act") and comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. The management of Mishra Dhatu Nigam Limited ("MIDHANI" or "the Company") has used estimates and judgments relating to the financial statements on a prudent and reasonable basis in order that the financial statements reflect in a true and fair manner, the state of affairs for the year.

The following discussions on our financial condition and result of operations should be read together with our audited consolidated financial statements and the notes to these statements included in the annual report.

REVIEW OF GLOBAL ECONOMY:

Global growth slowed evidently in the year 2019, with continued weakness in global trade and investment, this weakness was widespread, affecting both advanced economies—particularly the Euro Area—and emerging market and developing economies (EMDEs). Various key indicators of economic activity declined in parallel, approaching their lowest levels since the global financial crisis of 2009. In particular, global trade in goods was in contraction for a significant part of 2019, and manufacturing activity slowed markedly over the course of the year; recent high-frequency readings suggest some tentative stabilization of manufacturing output at weak levels. To a lesser extent, services activity also moderated. A broad range of economies have experienced feeble growth, with close to 90 percent of advanced economies and 60 percent of EMDEs going through varying degrees of deceleration last year. Trade tensions which had de-escalated during mid- October, 2019 escalated post COVID-19 outbreak. Though the financial market sentiment improved appreciably toward the end of 2019, it had been fragile during most part of 2019. Going forward, in June last week of 2020, IMF has projected the global economic growth at –4.9 percent in CY 2020, 1.9 percentage points below the April 2020 World Economic Outlook (WEO) forecast. The COVID-19 pandemic has had a more negative impact on activity in the first half of 2020 than anticipated, and the recovery is projected to be more gradual than previously forecast. In 2021 global growth is projected at 5.4 percent. Overall, this would leave 2021 GDP some 6 percentage points lower than in the pre-COVID-19 projections of January 2020. The adverse impact on low-income households is particularly acute, imperiling the significant progress made in reducing extreme poverty in the world since the 1990s.

REVIEW OF INDIAN ECONOMY:

As per the estimates from Department of Economic Affairs, Govt. of India, Indian economy had begun to regain momentum with clear signs of uptick in consumption and investment towards the end of Q3:2019-20, only to be halted by COVID-19 that made government enforce country-wide lockdown in late March 2020. Green shoots had appeared with Index of Industrial Production (IIP), Index of Core Industries (ICI) and merchandize exports rebounding with positive growth in February 2020 along with signs of revival in consumer sentiment. However, sharp negative growth of merchandize exports and imports in March 2020 gave first signs of distress having already entered the countrys economic space. With the imposition of lockdown from 24th March, FY 2019-20 closed with a seven-day period of economic inactivity. Besides trade, negative growth in IIP and ICI indices and particularly the decline in electricity generation in March 2020, reflected the economic adversity of the lockdown.

Going forward the mid-term and long term impact of the epidemic on the India economy will continue to evolve and an accurate prediction is not feasible. With the unlock 1.0 underway there is visible recovery in key sectors of the economy some of which are as below:

• With IMD predicting a normal monsoon rural India is leading the recovery and urban India trying to get back on economic activities.

• After a dip of 60% the petrol and diesel consumption is back to normal in July, 2020.

• Power consumption in June has touch 90% of the last years demand

• With goods movement resuming in May and electronic toll collections increasing is a clear sign of manufacturing sector getting back to normalcy.

• In June GST collections have increased.

• Indias manufacturing purchase managers index (PMI) saw an increase of 50% in June compared to May. However with the COVID-19 cases increasing across the country the manufacturing may again slowdown in the coming months. Source: Businessinsider.in

HIGH PERFORMANCE ALLOYS

The global High-Performance Alloys market is forecasted to grow at a rate of approximately 5% from an estimated USD 9.0 billion in 2019 to USD 13 billion in 2027. The increasing demand in the aerospace and automotive industry for light materials due to stringent emission norms and increasing fuel efficiency is one of the critical drivers of the market. The need for such alloys would be driven by demand from the end-user industry as well as technological advancements.

Currently USA has the highest market share In High performance alloys, owing consumption in the U.S. aerospace industry, automobile and reconstruction of its oil and gas sector. In Asia Pacific India, and China is leading in high performance steel production and consumption.

OUR OPERATING ENVIRONMENT:

MIDHANI is a leading manufacturer of special steels, super allows and the only manufacturer of Titanium alloys in India. Prominent end user industries of our products are Defence Manufacturing, Aerospace, Energy and others. MIDHANI is one among the nine Central Public Sector Undertakings under the administrative control of the Department of Defence Production, Ministry of Defence.

Defence Manufacturing:

India is one of the biggest military powers in the world with 5th largest defence budget allocation. Currently Indiadomesticallyproducesonly45%to50%ofdefence products it uses, and the rest are imported. Defence Production Policy of 2018 (DPP-2018) has a goal of India becoming among the top 5 global producers of the aerospace and defence manufacturing with annual export target of US$5 billion by 2025 equivalent to

12% of worldwide arms exports (by value). According to the Ministry of Defences Department of Defence Production dashboard, Indias export of military equipment increased from Rs. 1521.86 in Financial Year 2016-17 to Rs. 8,620.59 in the last fiscal 2019-20. Indias defence exports have increased in the last four years has been more than 5-and-half times while the target for FY 2020-21 is Rs. 15,000 Cr.

Self-reliance in defence production has been the goal of Indias defence production strategy since 1960s. Government of India had also announced a Defence Production Policy 2011. Since then significant progress in domestic defence production has been made. Indias defence production in Defence Public Sector Undertakings (DPSUs) and Ordnance Factory Board (OFB) has progressively increased from Rs. 43,746 Cr. in 2013-14 to Rs. 57641 Cr. in 2018-19. Defence PSUs like MIDHANI have emerged as significant players in the defence production ecosystem in the country.

During FY 2020 MIDHANI generated a revenue of

Rs. 18,674 Lakh from Defence Segment

Indian Aerospace Industry:

The Indian Aerospace Industry is witnessing an unprecedented growth. The Aerospace and Defence (A&D) market in India is estimated to reach around $70 billion by 2030. Indian aerospace market is emerging as a major OEM and component manufacturer in the world mostly driven by major defence aerospace organisations like HAL, ISRO and DRDO. Several advantages of India to emerge stronger in this segment includes Indias technical and engineering expertise, scientific talent, skills available for manufacturing high-precision and high-quality components. The civil aviation sector in India is also growing rapidly. It has recorded annual growth of over 41% in passenger traffic during in the last two years. In fact, it has contributed significantly to the growth of international civil aviation sector. There are thus enormous potential and huge opportunities for collaboration and creation of joint ventures in the aerospace sector in India for establishing Maintenance Repair Overhaul (MRO) facilities for civil and military aircraft, overhaul and maintenance of aero engines and production of avionics, components and accessories both in the civil and military aviation sectors. Major global aviation industry are already eyeing the local market in India and scouting for outsourcing aerospace and defence products as India is fast emerging as a centre for engineering and design services.

Aerospace manufacturing needs special alloys of steel, aluminium, titanium etc and composites. Currently about 70% of these raw materials required for aerospace manufacturing is imported into India. MIDHANI is a leading DPSU supporting the Indian aerospace manufacturing with high end materials. During the year MIDHANI generated revenue of

Rs. 39,385 Lakh from Aerospace segment.

Energy Sector:

Energy segment of our business consists of oil and gas and industrial turbines. The oil and gas sector is among the eight core industries in India and plays a major role in influencing decision making for all the other important sections of the economy. Indias economic growth is closely related to energy demand; therefore, the need for oil and gas is projected to grow more, thereby making the sector quite conducive for investment.

As of December 1, 2019, the oil refining capacity of India stood at 238.60 million tonnes, making it the second largest refiner in Asia. Private companies own about 35.36 per cent of the total refining capacity. India was the fourth-largest Liquefied Natural Gas (LNG) importer in 2017 after Japan, South Korea and China. LNG imports increased to 26.11 bcm in 2017-18 from 24.48 bcm in 2016-17. Indias LNG imports stood at 27.43 billion cubic meters (bcm) during April 2019-January 2020.

Gas pipeline infrastructure in the country stood at 16,226 km at the beginning of February 2019. Production of petroleum products by fractionators grew to 4,931.22 TMT in FY19 from 4,808.00 TMT in FY18 and reached 3,179 TMT in FY20 (till November 2019).

Oil & Gas (includes petrochemical & refinery): contributesover6%oftheoveralldemandforspeciality steel and superalloy products for process equipment, process pipe and piping systems, and boilers. As per the 12th Five Year Plan, oil production would increase to 844 MTOE by 2021-22, with an investment of around USD 43.69 billion across the value chain that will help the demand for select products to grow at around 5% for oil and gas sector.

The high growth trajectory of a nations economy is strongly correlated with the growth in its energy sector. Availability of reliable and quality energy for all at affordable rates becomes vital for sustained economic growth. India currently possesses an installed capacity base of over 356 GW and has an annual electricity generation of over 1,372 Billion Units (as on 31st March 2019). The nation witnessed a capacity addition of approx. 6 GW from conventional sources in FY 2018-19, most of which was from thermal power plants.

During the year MIDHANI generated revenue of

Rs. 9,127 Lakh from Energy Segment.

CONTEXTUAL BACKGROUND:

The global high performance alloys market is anticipated to grow, primarily on account of rising substitution of materials such as steel and aluminum due to superior performance and reduction in the price of such alloys. Favorable characteristics of the alloys which aid in improvement in performance efficiency coupled with superior heat and insulation is expected to drive the demand.

Super alloys:

Super alloys have high creep resistance at high temperature without any deformation along with excellent corrosion and oxidation resistance properties. Typically, they have an austenitic face-centred cubic crystal structure with a base alloying element of nickel, cobalt, iron & nickel -iron. MIDHANI produces all three types of super alloys. According to a study by Allied Market Research, the world wide superalloy market is expected to growth at a CAGR of 8.6% between 2020-2027.

Titanium:

Titanium also known as "Space Age Metal" is the fourth abundant metal in earths crust. Titanium has applications in space, defence, and aeronautical technology. Global Titanium Alloys Market is expected to Reach around USD 7 Billion by 2025. The global titanium alloys market is expected to grow from USD 4.97 Billion in 2017 to USD 6.87 Billion by 2025, at a CAGR of 4.13% during the forecast period from 2018-2025, according to the new report published by Fior Markets.

Globally Titanium has a varied End-user is segments such as aerospace, automotive, marine, medical & healthcare, chemical, energy and power, and others. Owing to their properties to operate over a very wide temperature range, high stiffness to weight ratio, the titanium alloys are extensively used in the aerospace industry for the manufacturing of aircraft engines, blades, shafts, and airframes. The application of titanium in medical & healthcare segment is projected to grow in the coming years. This increased growth rate can be credited to the growing use of titanium alloys for the hip and knee implants, and its biocompatibility property.

Steel Alloys:

Steels alloying elements are chrome, nickel, silicon, copper, titanium etc. Each has their own effect on material properties. There are around 20 alloying elements that can be added to carbon steel to produce various grades of alloy steel. These provide different types of properties. Some of the elements used and their effects include aluminium, copper, magnesium, nickel etc According to a report by marketresearchstore.com, The global Alloy Steel market is expected to reach 149200 million US$ by the end of 2025, growing at a CAGR of 1.5% during 2018-2025.

Key Strategies and Initiatives:

Our Strategies Growth and modernization Our Plans Key initiatives
Seeks growth (through both greenfield and brownfield) based on the development of technology for customers and product Highest ever Capital expenditure for modernization and growth of about Rs. 23,000 Lakh. Metal Recovery from plant revert - Recovery of
• Aim for geographical expansion of the Company and to operate from multiple locations Virgin elements from Special Steel Scrap through MSME / Start-up is under evaluation by MIDHANI Aluminium Alloy Plant – MIDHANI-NALCO Joint
• In process of setting up two new manufacturing facilities in Rohtak and Nellore Venture; Utkarsha Aluminium Dhatu Nigam Limited has been registered. The company proposes to manufacture High end Aluminium
• Seek to enter into the new markets of oil and gas, mining, power, railways, chemical and fertilizers Alloy at Nellore, Andhra Pradesh
Our Strategies Our Plans Key initiatives
Increased focus on research and development Entered into collaborations with Indian and international research institutions and organizations to gain access to the required know-how for developing certain key advanced technology products More than 50 IPRs has been filed during the year and three patents have been granted to MIDHANI during the year. More than 10 new products have been developed for Aero Space, Navy and Energy Sectors.
• Aims for forward and backward integration by manufacturing components/ value added products
Strengthen Human capital Intends to continue to focus on improving health, safety and environment for the employees and provide various programs and benefits for their wellbeing and skill-enhancement
• Intends to develop entrepreneurship skills and further strengthen the workforce through more comprehensive training programs, creating a core of skilled workers for future growth by providing them with a conducive, safer and healthier working environment

SWOT Analysis:

Strengths: Weakness:
• Capability to manufacture a wide range of advanced materials. • In select products, lack of economies of scale makes products non-competitive at global level.
• Strong Research & Development capability to indigenously develop customized products/ alloys for programs of national importance. • Dependence on orders from Government Sector
• Rich experience gained over 45 years of operation and maintenance of high technology equipments, processes and systems. • Lack of technology and infrastructure for developing finished components using own materials which leads to reduced value addition.
• Unique and complex quality control practice to deliver superior quality of products • Limited control over sales realization.
Opportunities: Threats:
• Demand for special alloys and steel is increasing. • High volatile prices of some of the critical imported raw materials coupled with their restricted availability.
• Government initiatives like "Atmanirbhar Bharat" "Make in India", Indigenization, Make II etc. allowing Indian organizations to penetrate existing markets within the country and abroad. • Risk of obsolescence in technology, processes and products-metals being replaced with composites/ materials.
• Opportunity for long-term tie-ups in the form of Joint ventures and strategic alliances etc. • Change in Government Policies. Competition from private sector in India and abroad
• Diversification opportunities exist in strategic materials.

Review of our operations:

MIDHANI has one of the few metallurgical plants of its kind in the world, designed to manufacture a wide range of special metals and alloys using integrated and highly flexible manufacturing systems. It manufactures unique combinations of metal and alloys. Company has the competence of developing and manufacturing customized alloys tailor-made to suit the specific requirements of customers for their critical applications.

MIDHANI has a strong value chain for converting the key resources to required product outputs. Our manufacturing chain primarily consists of raw materials sourcing, production planning & control, manufacturing, technology & R&D, projects and quality control. Further the value chain is backward integrated with material procurement planning and forward integrated with our strong marketing and customer engagements. MIDHANIs value chain is supported and strengthened by its strong financials, human resources and logistics.

Our Manufacturing Locations:

Hyderabad : Hyderabad Plant is equipped with highly integrated and flexible manufacturing facilities to produce a wide variety of special metals and alloys in various mill forms such as forged bars/ flats, Rings; near net shapes and closed die forgings, hot rolled bars/ sheets, cold rolled sheets, strips and foils; wires, castings, tubes and fasteners.

Rohtak Plant: At Rohtak plant, Armour products will be manufactured.

Manufacturing facilities:

The manufacturing facilities at MIDHANI include Primary and Secondary melting furnaces such as Electric Arc Furnace with Ladle Refining Furnace, Vacuum Degassing/ Vacuum Oxygen Decarburisation, Vacuum Induction Melting Furnace, Vacuum Induction Refining Furnace, Vacuum Arc Re-Melting Furnace, Electro Slag Re-Melting Furnace and Electron Beam Melting Furnace. Subsequent operations are carried out at 6000T/1500T Forge Presses, Ring Rolling Mill, Hot Rolling and Cold Rolling Mills, Bar and Wire Drawing Mills etc. based on the output, form and sizes required. The auxiliary supporting services like conditioning, heat treatment, machining, pickling, quality control also form part of our manufacturing processes.

Our Products:

• Special Alloys (Ferritic, Austenitic, Martensitic, Maraging, Armour Steel)

• Super Alloys (Iron/Cobalt/Nickel Based)

• Titanium Alloys in the form of melted, forged, rolled and drawn product.

• Special Steels and Titanium Alloy grades constitute a major portion of production tonnage.

Key Raw Materials:

The primary raw materials used by our Company for manufacturing various products are:

(a) Nickel metal;

(b) Cobalt metal;

(c) Various Master Alloys;

(d) Pure Iron;

(e) Titanium sponge;

(f) Chromium metal;

(g) Mild Steel scrap/ Stainless Steel scrap;

(h) High Carbon/ Low Carbon Ferro Chrome;

(i) Aluminium metal;

(j) Manganese Metal; and

(k) Various Ferro alloys.

Research & Development:

The Company has an in-house research and development team comprising of 14 officers who have in-depth knowledge of the design and engineering of special metals and alloys. Our in-house research and development team works towards improvement of product quality and processes innovation for meeting the expected demands at acceptable costs. The company outsources technological knowledge from various countries and has a dedicated technology advisory board which guides us to the required technology for the development of new products. Our in-house research and development team works towards improvement of product quality and processes innovation. The company developed a methodology to reuse titanium scrap to make ferro titanium for the Indian market. The company has manufactured the adour engine disc through isothermal forging process for aerospace sector under Make in India programme. MIDHANI place strong emphasis on research and development to enhance our product range and improving our manufacturing processes. The company developed cryogenic wire processing technology to achieve ultra high strength in austenitic stainless steel.

In 2016, MIDHANI established a new melt shop with electric arc furnace, ladle refining furnace, vacuum degassing facility, new ring rolling mill and higher capacity forge press apart from echo system of making value added products like tubes, fasteners, etc. The Company has in-house metallurgical laboratories to cater to the testing required for our products. Being a manufacturer of advanced metals and alloys, The company undertake extensive quality control tests of our products as well as of the raw materials to ensure only products of desired quality are supplied to them.

FINANCIAL PERFORMANCE

The Summarized financial position for the Financial Year 2019-20 and for the two preceding Financial Years is given below:

Particulars

31-Mar-20

31-Mar-19 31-Mar-18
ASSETS:

_

_ _
Non-current assets

_

_ _
Property, Plant and Equipment

43,970.52

42,367.02 34,277.50
Capital work-in-progress

40,482.01

17,504.70 6,499.26
Intangible assets

104.11

127.67 165.78
Financial Assets
(i) Investments

2,210.11

210.11 210.11
(ii) Loans

64.85

- 0.10
Non-current tax assets (Net)

543.63

1,065.17 2,021.22
Other non-current assets

999.69

4,620.72 6,817.73
Total Non-Current Assets (1)

88,374.92

65,895.39 49,991.70
Current assets:
Inventories

91,050.37

50,883.65 24,138.00
Financial Assets
(i) Trade receivables

29,739.51

35,224.32 41,343.40
(ii) Cash and cash equivalents

11,089.67

19,799.55 18,007.93
(iii) Other financial assets

1,335.36

1,148.49 1,787.95
Other current assets

18,208.54

9,515.52 1,250.97
Total Current Assets (2)

1,51,423.45

1,16,571.53 86,528.25
Total Assets (1+2)

2,39,798.37

1,82,466.92 1,36,519.95
EQUITY AND LIABILITIES
EQUITY
Equity share capital

18,734.00

18,734.00 18,734.00
Other Equity

77,104.66

64,736.91 60,169.45
Total Equity (1)

95,838.66

83,470.91 78,903.45
LIABILITIES
Non-current liabilities
Financial liabilities
(i) Borrowings

18.41

57.06 92.01
(ii) Other Financial Liabilities

32,597.80

15,609.81 4,699.94
Provisions

125.18

108.99 79.76
Deferred tax liabilities (net)

3,123.40

3,980.00 2,863.55
Other non-current liabilities

38,409.92

25,889.86 7,405.84
Total Non-current liabilities (2)

74,274.71

45,645.72 15,141.10
Particulars 31-Mar-20 31-Mar-19 31-Mar-18
Current Liabilities
Financial liabilities
(i) Borrowings 13,344.23 10,608.61 9,193.30
(ii) Trade payables 12,889.84 12,840.40 9,631.60
(iii) Other financial liabilities 4,418.10 6,293.42 7,486.95
Other current liabilities 35,992.01 21,530.03 12,351.34
Provisions 3,040.82 2,077.83 3,812.21
Total Current Liabilities (3) 69,685.00 53,350.29 42,475.40
Total Equity and Liabilities (1+2+3) 2,39,798.37 1,82,466.92 1,36,519.95
Working Capital 81,738.45 63,221.24 44,052.85
Capital Employed 1,25,813.08 1,05,715.93 78,496.13
Net Worth 95,838.66 83,470.91 78,903.45
Net worth per rupee of paid up capital (Rs.) 5.12 4.46 4.21

MOU 2019-20 PERFORMANCE AND WORKING RESULTS:

The Company is expected to achieve "Excellent" MoU rating subject to evaluation by Department of Public Enterprise (DPE) against the overall Financial and Operational performance for the year 2019-20. The significant highlights of the performance for the year 2019-20 and comparison with the previous two years is as under:

S. No. Particulars 2019-20 2018-19 2017-18
1 Sales - To Customers 71,287.57 71,084.62 66,607.87
Sales – Export 1,042.04 805.32 14.72
2 Value of Production 97,010.91 81,483.22 70,206.37
3 Cash Profit (Excl prior period items) 22,820.06 21,424.26 21789.22
4 Profit Before Tax 20,208.62 19,104.78 19,825.09
5 Net Profit (PAT) 15,973.38 13,055.69 13,126.18
6 Value Added 59,350.32 52,206.95 54,851.50
7 Value added per employee 75.51 66.00 64.53
8 Productivity per employee 123.42 103.01 82.60
9 Value added per direct worker 194.59 171.17 166.22
10 Paid up Capital 18,734.00 18,734.00 18734.00
11 No of Employees 786 791 850

Some of the important financial ratios indicating financial health and working of the Company at the end of last three years are as under:

S. No Particulars 2019-20 2018-19 2017-18
A. Current Ratio 2.17 2.19 2.04
B Profitability Ratios
a) Profit Before Tax to
i) Capital Employed (%) 16.06 18.07 25.26
ii) Net worth (%) 21.09 22.89 25.13
iii) Sales (%) 28.35 26.88 29.76
b) Profit After Tax to Equity (%) 85.26 69.69 70.07
c) Earnings Per Share (in Rupees) 8.53 6.97 7.01

The other Key Financial Ratios are as under:

S.No. Particulars FY 2019-20 FY 2018-19 Change in % as compared to FY 2018-19 Detailed explanation for change of 25% or more
1 Debtors Turnover 2.19 1.86 18.20 -
2. Inventory Turnover 0.74 1.42 -48.25 Increase in the value of Work in Progress due to COVID-19 lockdown has affected the final inspection, certification and shipment of materials in the month of March 2020.
3. Interest Coverage 35.16 31.02 13.35 -
4. Current Ratio 2.17 2.19 -0.91 -
5. Debt Equity Ratio 0.14 0.13 7.69 -
6. Operating Profit Margin (%) 23.24 21.69 7.15 -
7. Net Profit Margin (%) 22.41 18.37 22.00 -
8. Return on Networth 17.82 16.08 10.79 -

Amount available for Appropriation:

The amount available for appropriation is Rs. 15,973.38. Lakh as against Rs. 13,055.69 Lakh in the previous year.

RISKS & RISK ANALYSIS:

Risk Type Risk Definition Risk Probability Risk Impact Risk Mitigation
Macro-Economic Risks Risk related to global/ national economic growth disturbances, political, policy or civic unrest M/L H
Market Risks

Customer portfolio of MIDHANI comprises more of government / government related organisations. Change in government priorities may affect the existing or proposed strategic programmes. MIDHANI also faces competition from Imports which may, in some cases, be cheaper

M/L

H

MIDHANI is diversifying its customer portfolio by targeting sectors like Oil & gas, Power, Engineering etc. Also, machine tool, bearings and Industrial Valve steels are being considered with forward integration into end products/ components line Compression Springs, Armoured products etc.

Competition Risks Competition from private players and imports M/L M/H MIDHANI is focussing on better customer service by way of regular workshops/ meetings with customers by Directors of the company. Also, faster & effective job execution is being focussed upon.
People Risk Manpower risk, Labour issues, any inability to recruit skilled manpower M/L M/L
Epidemic and Pandemic Pandemics like Covid 19 L M/H
Risk Policy Risks Govt policy related risk – level playing field to private sector etc M/H L/M
Manufacturing Risks Any inability to carry out the manufacturing activities, technology upgradation, capex etc L/M M/H
Raw Material Risks MIDHANI manufactures & supplies materials / products for high performance applications which need critical raw materials as input. These raw materials like Nickel, Cobalt, Molybdenum are imported and sometimes due to business environment availability & price is a challenge L/M M/H Raw material procurement at MIDHANI is closely monitored by Directors of the Company. Efforts have been taken to procure majority of materials during favourable Rs. Vs USD exchange rate Bulk procurement of critical raw material in view of anticipated orders Reverse auction for all e-procurement above Rs. 10 Lakh Optimisation of raw material consumption and reuse of plant reverts based on the application area of the alloy manufactured
Customer Risks High concentration of clients / Few customers contributing large sales volumes L H MIDHANI is expanding its customer base among all key sectors
Environment Risk Issues related to our units polluting the environment through waste disposal, emission etc L L MIDHANI has EHS norms in place and str

HUMAN RESOURCE DEVELOPMENT:

The permanent manpower strength of MIDHANI as on 31.03.2020 is 786 employees including 43 people (14 Executives & 29 Non-Executives) recruited during FY2020. The average age of the employees is 41.7 years. With the current workforce the company is rightly poised to undertake complex tasks and to uphold industry-leading quality standards while catering to the customer demands. Rational distribution of human skills among functional areas like administration, finance, production and marketing continue to be the key focus to increase performance efficiency and for seamless inter departmental communications and collaboration. During the year under review, Training & Development Department (T&D), achieved the highest training man days i.e. 4,703 man days against the target 2,379 man days. 4703 man days of training was achieved through various training programs for 340 Executives (including Non-Unionized Supervisors), 453 Non-executives, and 700 contract workmen (Total 1493 Employees). Around 114 Internal and external training programs were conducted for all regular employees and Contract workmen covering 4703 man days in total. For the first time, MIDHANI achieved Three (3) man days training per Employees per annum. Under ‘Executive Development Program, senior executives were sponsored for overseas training programs through ASCI, IPE Hyderabad and Indian Institute of Public Administration, New Delhi etc. Shop Floor Management Programs were conducted for executives working in direct production areas in 3 batches covering 65 executives in total.

Cautionary Statement:

Statement in this ‘Management Discussion and Analysis Report describing the objectives, expectations, assumptions or predictions of the Company may be forward looking statements within themeaningofapplicablerulesandregulations.Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the operations of the Company include economic conditions affecting demand/supply, price conditions in the domestic and international markets, Government policies and regulations, statutes and other incidental factors.

PREAMBLE

The shares of MIDHANI are listed on BSE Limited and National Stock Exchange of India Limited. As per Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") the top five hundred listed entities based on market capitalization (calculated as on March 31st of every year) need to formulate a dividend distribution policy which shall be disclosed in the companys Annual Report and on its website.

This policy lays down the general parameters for considering and deciding the distribution of dividend to the Companys shareholders and/or retaining of earnings for sustained growth.

POLICY FRAME WORK

MIDHANI being a Central Public Sector Enterprise (CPSE) follows the guidelines on Capital Restructuring issued by Department of Investment and Public Asset Management (DIPAM) vide F. No. 5/2/2016- Policy dated 27th May, 2016. The Policy will be implemented by the Company keeping in view the provisions of the SEBI LODR Regulations, the Companies Act 2013 (Act) and also taking into consideration guidelines issued by Securities and Exchange Board of India (SEBI), Department of Public Enterprises (DPE), (DIPAM), Ministry of Defence and other guidelines to the extent applicable to the Company.

NON-APPLICABILITY

The policy shall not apply to: a) Distribution of dividend in kind i.e. by issue of fully or partly paid bonus shares or other securities, subject to applicable law; b) Distribution of cash as an alternative to payment of dividend through Buyback of equity shares.

PARAMETERS CONSIDERED WHILE DECLARING DIVIDEND

In pursuance of Section 123 of the Act, no dividend shall be declared or paid by the Company for any financial year except out of the profits of the Company for that year or out of the profits of the Company for any previous financial year or years arrived at after providing for depreciation. Interim dividend will be based on profits of the current year as per unaudited results after providing for depreciation in accordance with law and management estimates of profits for financial year.

The quantum of dividend declared by the Company would depend upon following external and internal factors :a) The external factors that shall impact the decision to pay dividend will inter-alia include economic environment, market conditions expectation of shareholders, statutory requirements and Government directives as may be applicable from time to time. b) The internal factors that shall be considered for dividend will be profitability of the Company, its net worth, its requirement for funds for its Capital Expenditure towards renewals & replacement/ up-gradation / R&D and expansion (CAPEX), and any other factors as may be identified by the Board that impact the decision to declare dividend.

The Company may endeavor to pay minimum annual dividend as per guidelines issued by DIPAM, subject to maximum dividend permitted under the extant legal provisions.

UTILISATION OF RETAINED EARNINGS

MIDHANI is acutely conscious of the need to plough back adequate profits for its smooth operations and capital investment in order to maintain and improve its market position in the face of emerging new technologies requiring investments to stay abreast of current technologies, competition arising from domestic and foreign industries. The Company has necessarily to invest in upgrading & renewals and replacement of its existing facility and R&D projects. Further, with the growth in revenue, the incremental working capital requirements also will have to be met increasingly from cash and reserves of the Company.

CIRCUMSTANCES UNDER WHICH THE SHAREHOLDERS MAY OR MAY NOT EXPECT DIVIDEND

The shareholders of the Company may or mays not expect dividend depending upon the circumstances including, but not limited, to the following:-

a) In the event of inadequacy of profits or whenever the Company has incurred losses;

b) Whenever the Company undertakes or proposes to undertake significant capital expenditure that impact the retained earnings of the Company substantially;

c) Whenever the Company proposes to utilise the surplus cash for buyback of securities; and

d) Any other circumstance/instance which the Board of Directors may consider relevant to the dividend declaration decisions.

PARAMETERS TO BE ADOPTED WITH REGARD TO VARIOUS CLASSES OF SHARES

The Company has issued only one class of shares i.e. equity shares with equal voting rights. Hence, all the members of the Company are entitled to receive the same amount of dividend per share.

INTERPRETATION & AMENDMENTS

Any term which is used in policy and not defined shall have the same meaning as defined under the Companies Act, 2013, SEBI LODR Regulations and any other applicable statutory regulations/guidelines. The Board of Directors may review, amend and modify the Policy at any point of time as it may deem necessary and /or as may be required from time to time in accordance with subsequent amendments in Act, Companies Rules, Circulars, Notifications, SEBI LODR Regulations, relevant guidelines of DPE, DIPAM, Ministry of Defence as also other guidelines to the extent applicable to the Company from time to time.

ANNUAL REPORT ON CSR ACTIVITIES

1. A brief outline of the Companys CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs is as under :

• The CSR policy of MIDHANI aims at developing company specific social responsibility strategies for long, medium and short term period with built in mechanism for implementation and monitoring towards all-round development of people residing in and around the Companys area of operation.

• To be a Responsible Corporate Citizen committed to Socio-Economic development through social innovation and to build a better sustainable way of life for the weaker sections of the society through suitable projects and programs.

• A brief overview of projects/programs undertaken at MIDHANI under its CSR policy is as under: (i) Promotion of Health Care and Sanitation

(ii) Promotion of Education

(iii) Skill Development

(iv) Sports Development initiative

(v) Environment Sustainability, Ecological Balance & Conservation of Natural Resources.

• The CSR policy and the activities undertaken under the CSR policy of MIDHANI can also be viewed at http://www.midhani-india.in

2. The Composition of the CSR & Sustainable Development Committee in MIDHANI is as under:

• The CSR & SD Committee shall consist of three or more Directors, out which at least one Director shall be an Independent Director. The Constitution of CSR Committee is as under:

S. No Name/Designation of the Directors Status
1. Chairman & Managing Director Chairman
2. Independent Director Member
3. Director (Production & Marketing) Member
4. Director (Finance) Member
5. GGM-HR Permanent Invitee
The nomination of Functional Directors on CSR is on Ex-Officio basis Company Secretary functions as Secretary to the Committee.
3. Average net profit of the Company for last three financial years: : Rs. 19,214.16 Lakh
4. Prescribed CSR expenditure (2% of amount as in item 3 above) – : Rs. 384.28 Lakh
5. Details of CSR spends during the financial year:
a) Total amount to be spent for the financial year : Rs. 395.27 Lakh
b) Amount unspent, if any; : Nil

c) Manner in which the amount spent during the financial year is detailed below:-

Projects or

Amount Programs (1) spent Local area Amount on the Cumulative Amount or other (2) outlay CSR Project Sector in which projects or expenditure spent; Direct Sl. Specify the (budget) or activity the project is programs upto the or through No. State and project or identified covered Sub Heads reporting implementing District where programs : Direct period agency projects or wise expenditure program was on projects undertaken

Details of implementing agencies:

a) SULABH INTERNATIONAL: Sulabh International is an India–based service organization that works to promote human rights, environmental sanitation, non-conventional sources of energy, waste management and social reforms through education. b) AKSHAYA PATRA: The Akshaya Patra Foundation commonly known as Akshaya Patra is a non-profit organization in India that runs school lunch program across India; it provides meals to 14 lakh children every day.

6. The responsibility statement of the Corporate Social Responsibility Committee of the Board of Directors of the Company is given below:

The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and Policy of the Company

Sd/- Sd/-
Dr. S K Jha Shri Surendra Sinh
Chairman & Managing Director Member, CSR Committee
Chairman, CSR Committee

Date : June 30, 2020 Place: Hyderabad

Form No. MGT-9

Extract of Annual Return

For the financial year ended March 31, 2020

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

S.No. Particulars Details
i. Corporate Identification Number (CIN) L14292TG1973GOI001660
ii. Registration Date November 20, 1973
iii. Name of the Company Mishra Dhatu Nigam Limited
iv. Category / Sub-Category of the Company Public Limited/ Government Company
v. Address of the Registered office and contact details P.O. Kanchanbagh, Hyderabad – 500058
Tel: 040-2418 4515 / Fax :040- 2434 0853
E-mail : company.secretary@midhani-india.in
vi. Whether listed company Yes
vii. Name, address and contact details of Registrar and Alankit Assignments Limited
Transfer Agent Alankit House, 4E/2, Jhandewalan Extension,
Tel : 011-42541234/ Fax: 011- 42541201
E-mail: rta@alankit.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the company shall be stated:

S.No. Name and Description of main products/ Service NIC Code of the Product/ Service % to total turnover of the Company
1. Other Alloy Steel in Semi-finished forms 240, 242 87.33
Special Stainless Steel and Super Alloys
2. Titanium and Titanium Alloys 243 12.67

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

S.No. Name and Address of the Company CIN/GLN Holding / Subsidiary / Associate % of shares held Applicable Section of Companies Act, 2013
1. Utkarsha Aluminium Dhatu Nigam Limited U14299TG2019PLC134932 Associate# 50 2(6)
C/O- Mishra Dhatu Nigam Limited, P.O Kanchanbagh Hyderabad -500058 (Joint Venture)

 #A (50:50) joint venture of Company with National Aluminium Co. Ltd. w.e.f. August 21, 2019

IV. SHARE HOLDING PATTERN (Equity share capital breakup as percentage of total equity) (i) Category-wise share holding

No. of shares held at the beginning of the year As on 01/04/2019

No. of shares held at the end of the year As on 31/03/2020

% change during the year
S.No Category of shareholders Demat Physical Total % of total shares Demat Physical Total % of total shares
A PROMOTERS
1 INDIAN
a) Individual /HUF 0 0 0 0 0 0 0 0 0
b) Central Government/State 13,86,31,600 0 13,86,31,600 74 13,86,31,600 0 13,86,31,600 74 0
Government(s)
c) Bodies Corporate 0 0 0 0 0 0 0 0 0
d) Financial Institutions / Banks 0 0 0 0 0 0 0 0 0
e) Any other 0 0 0 0 0 0 0 0 0
Sub-total A(1) 13,86,31,600 0 13,86,31,600 74 13,86,31,600 0 13,86,31,600 74 0
2 FOREIGN
a) Individuals (NRIs/Foreign Individuals) 0 0 0 0 0 0 0 0 0
b) Bodies Corporate 0 0 0 0 0 0 0 0 0
c) Bank/Financial Institutions 0 0 0 0 0 0 0 0 0
d) Any other 0 0 0 0 0 0 0 0 0
Sub-total A(2) 0 0 0 0 0 0 0 0 0
Total Shareholding of Promoters 13,86,31,600 0 13,86,31,600 74 13,86,31,600 0 13,86,31,600 74 0
A=A(1)+A(2)
B PUBLIC SHAREHOLDING
1 INSTITUTIONS
a) Mutual Funds 1,74,40,821 0 1,74,40,821 9.31 2,77,50,716 0 2,77,50,716 14.81 5.50
b) Financial Institutions /Banks 10,32,109 0 10,32,109 0.55 64,537 0 64,537 0.03 -0.52
b) Central Government / State 0 0 0 0 0 0 0 0 0
Government(s)
c) Venture Capital Funds 0 0 0 0 0 0 0 0 0
d) Insurance Companies 1,80,63,667 0 1,80,63,667 9.64 73,66,617 0 73,66,617 3.93 -5.71
e) Foreign Institutional Investors (FIIs) 9,52,553 0 9,52,553 0.51 13,52,231 0 13,52,231 0.72 0.21
f) Foreign Venture Capital Investors 0 0 0 0 0 0 0 0 0
g) Any other 0 0 0 0 0 0 0 0 0
Sub-total B(1) 3,74,89,150 0 3,74,89,150 20.01 3,65,34,101 0 3,65,34,101 19.50 -0.51
2. NON-INSTITUTIONS
a) Bodies Corporate
i) Indian 15,38,120 0 15,38,120 0.82 11,52,247 0 11,52,247 0.62 -0.20
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals
i) Individuals holding nominal share capital upto Rs. 1 lakh 72,50,598 160 72,50,758 3.87 80,45,775 160 80,45,935 4.30 0.43
ii) Individuals holding nominal share capital in excess of Rs. 1 lakh 14,74,811 0 14,74,811 0.79 18,37,575 0 18,37,575 0.98 0.19
c) Others
i) Clearing Members 1,15,569 0 1,15,569 0.06 3,26,521 0 3,26,521 0.17 0.11
ii) Non Resident Indians 2,91,742 0 2,91,742 0.16 3,52,315 0 3,52,315 0.19 0.03
iii) HUF 3,86,152 0 3,86,152 0.21 3,58,359 0 3,58,359 0.19 -0.02
iv) Trusts 4,200 0 4,200 0 4,200 0 4,200 0 0
v) Employees 1,57,898 0 1,57,898 0.08 97,147 0 97,147 0.05 -0.03
d) Qualified Foreign Investor 0 0 0 0 0 0 0 0 0
Sub- total B(2) 1,12,19,090 160 1,12,19,250 5.99 1,21,74,139 160 1,21,74,299 6.50 0.51
Total Public Shareholding 4,87,08,240 160 4,87,08,400 26.00 4,87,08,240 160 4,87,08,400 26.00 0
B=B(1)+B(2)
C SHARES HELD BY CUSTODIAN FOR 0 0 0 0 0 0 0 0 0
GDR(S) AND ADR(S)
GRAND TOTAL (A+B+C) 18,73,39,840 160 18,73,40,000 100 18,73,39,840 160 18,73,40,000 100 0

(ii) Shareholding of Promoters

Shareholding at the beginning of the year (as on 01/04/2019)

Shareholding at the beginning of the year (as on 01/04/2020)

S.No. Shareholders Name No. of shares % of total shares of the Company %of shares pledged / encumbered to total shares No. of shares % of total shares of the Company %of shares pledged / encumbered to total shares % change in shareholding during the year
1. President of India 13,86,31,600 74 0.00 13,86,31,600 74 0.00 0.00

(iii) Change in Promoters Shareholding – Nil

(iv) Shareholding pattern of top 10 shareholders (other than Directors, Promoters and holders of GDRs & ADRs)

Shareholding

Cumulative Shareholding during the year

S.No Name of the Shareholder No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1. LIFE INSURANCE CORPORATION OF INDIA
At the beginning of year 1,13,96,246 6.08 1,13,96,246 6.08
Bought during the year 20,82,486 1.11 1,34,78,732 7.19
Sold during the year 94,60,616 5.05 40,18,116 2.14
At the end of year 40,18,116 2.14 40,18,116 2.14
2. HDFC TRUSTEE COMPANY LTD.
At the beginning of year 92,19,673 4.92 92,19,673 4.92
Bought during the year 47,68,347 2.54 1,39,88,020 7.47
Sold during the year 1,00,000 0.05 1,38,88,020 7.41
At the end of year 1,38,88,020 7.41 1,38,88,020 7.41
3. GENERAL INSURANCE CORPORATION OF INDIA
At the beginning of year 21,17,325 1.13 21,17,325 1.13
Bought during the year 0 0 21,17,325 1.13
Sold during the year 21,17,325 1.13 0 0
At the end of year 0 0 0 0
4. RELIANCE CAPITAL TRUSTEE CO LTD
At the beginning of year 55,20,000 2.95 55,20,000 2.95
Bought during the year 15,13,842 0.80 70,33,842 3.75
Sold during the year 2,10,000 0.11 68,23,842 3.64
At the end of year 68,23,842 3.64 68,23,842 3.64
5. THE NEW INDIA ASSURANCE COMPANY LTD.
At the beginning of year 24,24,313 1.29 24,24,313 1.29
Bought during the year 76,295 0.04 25,00,608 1.33
Sold during the year 1,95,306 0.10 23,05,302 1.23
At the end of year 23,05,302 1.23 23,05,302 1.23
6. IPTL – INVESCO INDIA
At the beginning of year 27,67,904 1.48 27,67,904 1.48
Bought during the year 36,36,579 1.94 64,04,483 3.41
Sold during the year 30,94,024 1.65 33,10,459 1.77
At the end of year 33,10,459 1.77 33,10,459 1.77
7. L&T MUTUAL FUND TRUSTEE LTD
At the beginning of year 0 0 0 0
Bought during the year 32,66,000 1.74 32,66,000 1.74
Sold during the year 0 0 32,66,000 1.74
At the end of year 32,66,000 1.74 32,66,000 1.74
8. NATIONAL INSURANCE COMPANY LTD
At the beginning of year 9,69,699 0.52 9,69,699 0.52
Bought during the year 0 0 9,69,699 0.52
Sold during the year 0 0 9,69,699 0.52
At the end of year 969699 0.52 9,69,699 0.52
9. MASSACHUSETTS INSTITUTE OF TECHNOLOGY
At the beginning of year 7,65,000 0.41 7,65,000 0.41
Bought during the year 35,000 0.01 8,00,000 0.42
Sold during the year 98,004 0.05 7,01,996 0.37
At the end of year 7,01,996 0.37 7,01,996 0.37
10. CHAITANYA DALMIA
At the beginning of year 2,77,650 0.14 2,77,650 0.14
Bought during the year 0 0 2,77,650 0.14
Sold during the year 0 0 2,77,650 0.14
At the end of year 2,77,650 0.14 2,77,650 0.14

 

Note: Year in the above table denotes the period from April 1, 2019 to March 31, 2020

(v) Shareholding of Directors and Key Managerial Personnel (KMP) - NIL (vi) Indebtedness:

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
2019-20
i) Principal Amount 106,08,60,596 1,28,38,246 - 107,36,98,842
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 106,08,60,596 1,28,38,246 - 107,36,98,842
Change in Indebtedness during the financial year
2019-20
i) Additions 33,44,22,700 100,00,00,000 - 133,44,22,700
ii) (Reductions) (106,08,60,596) (50,00,000) - (106,58,60,596)
Net Change (i+ii) (72,64,37,896) 99,50,00,000 - 26,85,62,104
Indebtedness at the end of the financial year 2019-
20
i) Principal Amount 33,44,22,700 100,78,38,246 - 134,22,60,946
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and Key Managerial Personnel

S.No. Particulars of Remuneration Dr. D. K. Likhi Chairman & Managing Director Dr. S.K. Jha Director (Production & Marketing) Sanjeev Singhal# Director (Finance) & Chief Financial Officer Shri Paul Antony Company Secretary Total
1. Gross Salary
a) Salary as per provisions contained in 67,56,578 54,60,231 45,25,384 11,22,306 1,78,64,499
Section 17(1) of the Income Tax Act, 1961
b) Value of perquisites u/s 17(2) of the 9,45,412 8,71,303 5,44,954 2,35,297 25,96,966
Income Tax Act, 1961
c) Profits in lieu of salary under section - - - - -
17(3) of the Income Tax Act, 1961
2. Stock Option (No. of options granted during - - - - -
the year)
3. Sweat Equity - - - - -
4. Commission - - - - -
5. Others- Retirement benefits - - - - -
Total (A) 77,01,990 63,31,534 50,70,338 13,57,603 2,04,61,465
Ceiling as per the Act@

 # Shri Sanjeev Singhal resigned from the Board of MIDHANI on January 7, 2020.

 @In accordance with Ministry of Corporate Affairs notification no. GSR 463 (E) dated June 5, 2015, Section 197 of the Companies Act and Rules made thereof is not applicable on Government Companies.

B. Remuneration to other directors (Figures in Rupees)

S.No. Particulars of Remuneration

Name of Directors

1. Independent Director Shri I.V Sarma # Dr. Jyoti Mukhopadhyay# Dr. Usha Ramachandra# Shri Surendra Sinh@ Total
• Fee for attending board / committee meetings 2,20,000 2,05,000 2,95,000 - 7,20,000
• Commission - - - -
• Others - - - -
Total 2,20,000 2,05,000 2,95,000 Nil 7,20,000
2. Other Non-Executive Directors
Total (B)
Overall ceiling as per the Act NA NA NA NA NA

 #Ceased to be Independent Director of the Company upon completion of term on November 30, 2019.

 @ Shri Surendra Sinh on assuming charge as Information Commissioner has not accepted sitting fees for attending Board/ Sub Committee Meetings paid by the Company, keeping with the provisions of Section 15(6) of the Right to Information Act, 2005.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Nil

For and on behalf of Board

Sd/-

Dr. S.K. Jha Chairman & Managing Director

DIN: 07533036

Date: June 30, 2020 Place: Hyderabad