Monnet Ispat & Energy Ltd Directors Report.

To the Members,

The Board of Directors present the 30th Annual Report of the Company, along with the financial statements for the financial year ended 31 March 2020.

1. FINANCIAL SUMMARY

The financial summary and performance highlights of the Company for the financial year under review are as follows:

( in Crore, except per share data)

S. No. Particulars Standalone Year ended 31.03.2020 Year ended 31.03.2019 Consolidated Year ended 31.03.2020 Year ended 31.03.2019
1 Income from operations
(a) Gross sales 2607.76 1872.35 2607.76 1872.35
(b) Other operating income 30.40 7.06 30.40 7.06
Total income from operations 2638.16 1879.41 2638.16 1879.41
Other Income 25.97 26.83 26.28 27.00
Total income 2664.13 1906.24 2664.44 1906.41
2 Expenses
(a) Cost of materials consumed 1977.84 1744.01 1977.84 1744.01
(b) Changes in inventories of finished goods, work-in-progress and stock-in-trade (34.48) (266.01) (34.48) (266.01)
(c) Employee benefits expense 116.46 89.34 117.00 90.35
(d) Finance costs 253.32 445.27 253.32 445.27
(e) Depreciation and amortization expense 216.99 275.60 218.76 277.51
(f) Power and fuel 287.28 147.85 287.28 147.85
(g) Other expenses 334.88 163.37 336.72 164.00
Total expenses 3152.29 2599.43 3156.44 2602.98
3 Loss from operations before exceptional items and tax (1-2) (488.16) (693.19) (492.00) (696.57)
4 Exceptional items - 2767.92 - 2855.67
5 Loss before tax (3-4) (488.16) (3461.11) (492.00) (3552.24)
6 Tax expense:
(i) Current tax - - - -
(ii) Deferred tax - - - -
7 Loss after tax for the year(5 + 6) (488.16) (3461.11) (492.00) (3552.24)
8 Other comprehensive loss (after tax)
A. (i) Items thatwillnotbereclassifiedtoprofit loss or (3.65) (33.04) (3.64) (33.06)
(ii) Income tax relating to items that will not be reclassified to profit and loss - - - -
B. (i) Items that will be reclassified to profit or loss - - (25.69) -
(ii) Income tax relating to items that will be reclassified to profit and loss - - - 9.98
9 Total comprehensive loss for the year(7+8) (491.81) (3494.15) (521.33) (3575.32)
Total comprehensive loss for the year attributable to:
Owner of the company - - (521.21) (3,575.19)
Non-controlling interests - - (0.12) (0.13)
Total loss for the year attributable to:
Owner of the company - - (491.88) (3,552.11)
Non-controlling interests - - (0.12) (0.13)
Other comprehensive loss for the year attributable to:
Owner of the company - - (29.33) (23.08)
Non-controlling interests - - - -

2. FINANCIAL AND OPERATIONAL PERFORMANCE

The Company has two manufacturing facilities namely, at Raigarh and Raipur, in State of Chhattisgarh.

During the financial year under review, the Company had taken shut down of the steel manufacturing operations other than Pellet Plant and Sponge Iron Plant, at its Raigarh, Chhattisgarh plant, with effect from 21 June 2019 for necessary modifications and general maintenance. The integrated steel operations at the Raigarh Plant of the Company were re-started with effect from 02 March 2020. However, in view of 21 days nationwide lockdown advisory announced by the Government of India and other authorities to contain the spread of Corona Virus disease (COVID-19), the Company temporarily suspended all the manufacturing operations of its plants situated at Raipur and Raigarh both located in the State of Chhattisgarh with effect from 25 March 2020. The Company has taken aforesaid temporary suspension of its all plants operations even though the manufacturing units with continuous operation and the units producing essential commodities (Steel is classified as an essential commodity under the Essential Services Maintenance Act, 1981 (ESMA)), were exempted from the lockdown announcement, supporting the initiative of the Government for containment of COVID -19 epidemic.

The Company restarted the integrated steel manufacturing operations at the Raigarh plant of the Company with effect from 02 May 2020 and the manufacturing operations at Raipur plant were restarted with effect from 15 May 2020.

The manufacturing operations of the Company are conducted in compliance with the relevant guidelines/ advisory issued by the Government and authorities, for taking necessary measures for the containment of COVID-19, including measures like maintaining social distancing. Following is the operational and financial performance of the Company for the financial year under review:

Standalone:

The Companys operational performance in terms of physical production and sales during the year ended on 31 March 2020, is as under –

Production (MT)–

Particulars FY2020 FY2019 Increase / (Decrease) (+)/(-) Variance
Sponge Iron 829,228 722,371 106,856
Billets 212,266 157,430 54,836
Structural Steel/ 134,561 108,945 25,616
TMT
Ferro Alloys 24,722 28,358 (3,636)
Pellets 1,661,150 537,920 1,123,230
Pig Iron 221,141 73,700 147,441

Sales Data (MT)–

Particulars FY2020 FY2019 Increase / (Decrease) (+)/(-) Variance
Sponge Iron 699,354 580,240 119,114
Billets 76,580 32,442 44,138
Structural Steel / 126,318 98,098 28,220
TMT
Ferro Alloys 22,813 25,173 (2,360)
Pellets 774,078 81,647 692,431
Pig Iron 34,431 7,761 26,670

During the year under review, the Companys revenue from operations was 2638.16 crores as against 1879.41 crores in the previous year. The Companys loss before depreciation, interest and tax was 17.85 crores in the financial year ended 31 March 2020 as opposed to profit before depreciation, interest and tax of 27.68 crores in the immediate preceding year.

Taking into account depreciation and interest costs, loss before tax (LBT) stood at 488.16 crores as against LBT of

3461.11 crores in the previous year and total comprehensive loss for the year was 491.81 crores as against total comprehensive loss of 3494.15 crores in the previous financial year.

During the year under review, there were no exceptional items as against 2767.92 crores in the year ended on 31 March 2019.

Consolidated:

During the year under review, the Companys consolidated revenue from operations was 2638.16 crores as against 1879.41 crores in the previous year. Further, in the financial year ended 31 March 2020, loss before tax (LBT) was 492.00 crores as against LBT of 3552.24 crores in the previous year and loss after tax was 492.00 crores against loss after tax

3552.24 crores in the previous financial year.

The performance and financial position of the subsidiary companies and joint ventures is included in the consolidated financial statement for the financial year under review.

3. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

The outbreak of COVID-19 pandemic in the financial year under review has not been contained on the contrary its severity has been increased all over the globe including India, severally impacting economy. The impact of COVID-19 pandemic is detailed under Management Discussion and

Analysis Report (Annexure - 8 of the report). Apart from COVID-19pandemicimpactwhichmayaffectthe financial position of the Company, there are no other material changes and commitments affecting the fi of the Company required to be reported under this section.

4. DIVIDEND AND RESERVES

In view of the losses incurred by the Company, the Board of Directors of the Company have not recommended any dividend for the financial year under review. As the Company has incurred losses during the year, no amount has been transferred to Reserves.

5. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on 31 March 2020, the Company has four subsidiaries

(including 2 step-down subsidiaries) and four joint ventures. During the Company has sold and transferred the entire equity shareholding held by it in Monnet Sports Foundation and Chomal Exports

Private Limited to M/s Champak Corporate Services Private

Limited (‘the Acquirer),consequently both these companies eff ceasedasthesubsidiariesoftheCompanywith ect from 15 January 2020.

The consolidated by the Company include financial information of its subsidiaries and joint ventures prepared in compliance with applicable Ind-AS. The consolidated financial statement does not include financials of Monnet Power Company Limited (MPCL), which ceased to be an associate of the Company w.e.f. 23 October

2019, upon initiation of its liquidation as per provisions of the Insolvency and Bankruptcy Code, 2016 and order issued by NationalCompanyLawTribunal.TheCompanyhaswrittenoff its investment in MPCL during previous financial year.

A gist of financial highlights/performance of these Companies is contained in Form AOC-1 and forms part of this report and annexed as Annexure-1. The separate audited/unaudited financial statements of these subsidiaries, as case may be, are available on the website of the Company vizwww.aionjsw.in. The annual financial statements of the subsidiary companies are open for inspection by any shareholder at the Companys

Registered Office situated at Monnet Marg, Mandir Hasaud, Raipur, Chhattisgarh -492101 and the Company will make available these documents and the related detailed information upon request by any shareholder of the

Company or any shareholder of its subsidiaries, joint ventures companies who may be interested in obtaining the same. Also, the standalone financial statements, consolidated statements and financial statements of subsidiaries available on the website of the Company vizwww.aionjsw.in.

Further, the consolidated financial statements of the Company and its subsidiaries and joint ventures for the year under review is prepared in compliance with the applicable provisions of the Companies Act, 2013, Indian Accounting Standards (Ind-AS) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("SEBI Listing Regulations, 2015") which forms part of the Annual Report.

6. SHARE CAPITAL

As on 31 March 2020, the authorized capital of the Company was 15,50,00,00,000/- (Rupees one thousand five hundred and fifty crores only) and the paid up capital stands at

9,95,52,75,340/- (Rupees nine hundred and ninety-five crores fifty-two lakhs seventy five thousand three hundred and forty only) consisting of 46,95,47,534 equity shares of 10 (Rupees ten) each and 52,59,80,000 Compulsory

Convertible Preference Shares of 10 (Rupees ten) each. There was no change in share capital of the Company during the financial year under review.

7. DEBENTURES

During the financial year under review, the Company has not issued or allotted any Debentures and does not have any outstanding Debentures.

During the year under review, 9,200 Secured Redeemable Non-Convertible Debentures (NCDs) of 10,00,000/- each of the Company were delisted from the stock exchange i.e. BSE Limited.

8. CREDIT RATING

During the year under review CARE Ratings Limited (Formerly known as Credit Analysis & Research Limited) in the month of April 2019 had assigned the credit rating of "A-" Stable for long term bank facilities (term loan & fund based-cash credit) and "A- Stable/A2+" for non-fund based long/short term bank facilities bank guarantees of the Company.

However, CARE Ratings Limited in the month of March 2020 revised the credit ratings of the Company to "BBB+" Stable for long term bank facilities (term loan & fund based-cash credit) and "BBB+; Stable/A2" for non-fund based long/short term bank facilities bank guarantees of the Company.

9. PUBLIC DEPOSITS

The Company has not accepted or renewed any public deposits during the period under review. It has not accepted any deposits from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 and

Rules made there under. Therefore, it is not required to furnish information in respect of outstanding deposits under non-banking, non-financial Companies (Reserve Bank) Directions,

1966 and Companies (Accounts) Rules, 2014.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year, there are no significant or material orders passed by the Regulators/ Courts/ Tribunals that could impact the going concern status of the Company and its future operations.

Further, members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the financial statements.

 11. INTERNAL CONTROLS, AUDIT AND INTERNALFINANCIAL CONTROLS

Internal control systems are integral to the Companys corporate governance. The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliances as well as an enhanced control consciousness.

The Board / management are of the opinion that based on the knowledge/ information gained by them about affairs of the

Company from records of the Company, the Company has effective internal financial control systems and policies and such controls are operating effectively.

The internal control systems include documented policies, checks and balances, guidelines and procedures, that are supplemented by robust internal audit processes and monitored continuously through periodical reviews by management to provide reasonable assurance that all assets are safeguarded; and all transactions entered into by

Company are authorized, recorded and reported properly.

Internal Audit plan and execution

The Internal Audit function prepares audit plan which is approved by the Audit Committee. The frequency of the audit is decided by risk ratings of areas/functions. The audit plan is carried out by the internal team and reviewed periodically to include areas that have assumed significant importance in line with the emerging industry trend and the aggressive growth of the Company. In addition, the Audit Committee also places reliance on internal customer feedback and other external events for inclusion into the audit plan. Significant observations, if any, of Internal Auditor are reported to the Audit Committee every quarter.

Internal financial controls

The Company has sound internal controls including internal financial control framework which is commensurate with the size, scale and nature of business of the Company. The framework includes entity-level policies, processes and

Standard Operating Procedures (SOP). During the year under review the Company has implemented SAP ERP system at its

Raigarh unit from 1 August 2019 as a part of strengthening the internal control and internal financial control framework. The Audit Committee of the Board of Directors, regularly reviews audit plans, significant audit findings, adequacy of internal controls and compliance with Accounting Standards, etc. The Company has also strong internal audit process and the internal auditor reports to the Audit Committee on regular basis with audit findings and the audit plans. The internal audit team has access to all information in the organization and this process is largely facilitated by ERP implementation in the Company.

The Internal control systems and procedures are designed to assist in the identification and management risks, the procedure-led verification of all compliances as well as enhanced control consciousness. During the financial year under review the controls were tested and no reportable material weakness in design and effectiveness was observed.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on 31 March 2020 the Board of Directors of the Company consists 1 Whole-time Director (Executive), 3 Independent Directors and 4 Non- Executive Directors of the Company, the details of which are given in the Corporate Governance

Report which forms part of this Annual Report. During the year under review, there was no change in the composition of the Board of Directors.

In accordance with the provisions of section 152 of the

Companies act 2013 and Articles of association of the

Company Mr. Nikhil Gahrotra and Mr. Kalpesh Kikani, Directors, retires by rotation at the forthcoming Annual General Meeting and being eligible offered themselves for re-appointments. Your Board recommends their re-appointment.

The details of profile, experience, other directorships, etc. in respect of Mr. Nikhil Gahrotra and Mr. Kalpesh Kikani, as required under Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Secretarial Standard -2 is annexed to the Notice of forthcoming 30th Annual General Meeting of the Company.

There were no changes in the Key Managerial Personnel of the Company during the year under review.

13. DIRECTORS‘ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state and confirm that: (a) in the preparation of the annual accounts for the financial year ended 31 March 2020, the applicable accounting standards have been followed and a proper explanation has been provided in relation to any material departures; (b) such accounting policies have been applied consistently (except for the change in the method of valuation of inventory from First in First Out to Weighted Average during the current year w.e.f. 1 August 2019) and made judgments and estimates that are reasonable and prudent so as to give a reasonably true and fair view of the state of affairs of the Company at the end of the financial year ended 31 March 2020 and of the loss of the Company for the year; (c) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the annual accounts for the financial year ended 31 March 2020 have been prepared on a going concern basis; (e) internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and (f) proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

14. ANNUAL EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to applicable provisions of the Companies Act,

2013 and the SEBI Listing Regulations 2015, the Board has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors ("the Performance Evaluation Policy"). For the evaluation of all the Directors was carried out by the

Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent

Directors was carried out by the Independent Directors. The

Board carried out an annual performance evaluation of its own performance, the performance of the Independent Directors individually as well as the evaluation of the working of the

Committees of the Board.

Details of the same are given in the report on Corporate Governance annexed hereto.

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, four (4) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between these Meetings was within the period prescribed under the Companies Act, 2013 and Regulations 17 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015.

16. COMMITTEES OF THE BOARD

Your Company has duly constituted the Committees as required under the Companies Act, 2013 read with applicable Rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

At present following are the Committees of the Board; a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee d. Corporate Social Responsibility Committee e. Finance Committee f. Business Responsibility Reporting (BRR) and International Trade Practice Committee The details of composition of each Committee, terms of the reference and number of meetings held during the year under review are given in the Corporate Governance Report, annexed to this report.

17. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Directors who are part of Board confirming that; a) he/she meets the criteria of Independence as laid out in

Section 149(6) of the Companies Act, 2013 read with the Schedules, rules made there under and Regulation 25 of SEBI Listing Regulations, 2015 and b) registered themselves with the Independent Directors Databank as per the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

18. NOMINATION AND REMUNERATION POLICY

Pursuant to the SEBI Listing Regulations 2015 read with SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Board of Directors has put in place the Nomination and Remuneration policy of the Company.

The details of the policy are explained in the Corporate

Governance Report which forms part of this Annual Report. The Nomination and Remuneration Policy, as approved by the Board of Directors, is also hosted on the website of the

Company viz:-https://www.aionjsw.in/investors/policies.

19. VIGIL MECHANISM CUM WHISTLE BLOWER POLICY

The Company has a vigil mechanism named as Vigil

Mechanism Cum Whistle Blower Policy, to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report. The policy is available on the website of the Company viz:-https://www. aionjsw.in/investors/policies.

20. RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) that were entered into by the Company during the financial year under review were on an arms length basis and in the ordinary course of business and thus a disclosure in Form AOC-2 in terms of Section

134 of the Act is not required. Further, there are no material related party transactions during the year under review with any related party. All related party transactions are mentioned in the notes to the accounts. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related

Party Transactions.

The policy on "Policy on Materiality of Related Party Transactions and also on dealing with Related Party

Transactions" (‘the Policy), as approved and amended by the

Board of Directors has been uploaded on the website of the

Company viz : https://www.aionjsw.in/investors/policies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of RPT, keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All RPT are placed before the Audit Committee for review and approval.

Prior omnibus approvals are obtained for related party transactions that are of repetitive nature and / or entered in the ordinary course of business and are at arms length, in compliance with applicable provisions. The statement giving details of all Related Party Transactions are placed before the

Audit Committee / the Board for review and approval on a quarterly basis.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Investments, Loans and Guarantees as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

22. CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of the Company has formed Corporate Social Responsibility ("CSR")

Committee. The policy on CSR as approved by the Board of

Directors is also hosted on the website of the Company i.e. https://www.aionjsw.in/investors/policies.

Pursuant to Section 135 of the Companies Act, 2013 read with CSR policy of the Company, it is required to spend two percent of the average net profit of the Company for three immediately preceding financial year. As the average net profit of the Company during previous three financial years is negative, the Company is not required to spend any amount for the CSR purpose during the year under review. Annual Report on mandatory CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules,

2014, as amended, have been annexed as Annexure-2 and forms integral part of this Report.

23.AUDITORS

a) Statutory Auditor

At the 29th Annual General Meeting ("AGM") of the Company held on 19 July 2019, members of the Company had approved the appointment of M/s. Deloitte Haskins & Sells

LLP, Chartered Accountant, Mumbai, (Registration Number

117366W/W-100018) as the statutory auditor for a period of 5 years with effect from the conclusion of the ensuing 29 th AGM till the conclusion of 34th AGM of the Company.

The Auditors have audited standalone and consolidated financial statements of the Company for the financial year ended 31 March 2020 and no fraud has been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report. The Report does not contain any qualification, reservation or adverse remark or disclaimer requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies

Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the

Board, at its meeting held on 17 May 2019 has appointed M/s S. Srinivasan & Co., a Company Secretaries firm to conduct a secretarial audit of the Company for the financial year 2019-2020. The Report of the Secretarial Audit carried out for the financial year 2019-2020 is annexed herewith as Annexure -3.

The report does not contain any qualification, reservation or adverse remark or disclaimer requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board, at its meeting held on 18 May 2020 has reappointed M/s S. Srinivasan & Co., a Company Secretaries

Firm Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for financial year 2020-2021.

c) Cost Auditor

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to get its cost accounting records audited by a Cost Auditor.

Accordingly, the Board, at its meeting held on 18 May 2020, on the recommendation of the Audit Committee, has appointed

M/s. Shome & Banerjee, Cost Accountants (Firm Reg. No.

00001) to conduct the audit of the cost accounting records of the Company for financial year 2020-2021 on a remuneration of 3,00,000/- plus taxes as applicable and reimbursement of actual travel and out-of-pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section

148 read with Rule 14 of the Companies (Audit and Auditors)

Rules, 2014 and is accordingly placed for your ratification. The due date for filing the Cost Audit Report of the Company for the financial year ended 31 March 2019 was 30 September 2019 and the Cost Audit Report was filed in XBRL mode on

22 August 2019.

24. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the financial year under review the

Company was in compliance with Secretarial Standards i.e.

SS- 1 and SS- 2 relating to "Meetings of Board of Directors" and "General Meetings" respectively.

25. RISK MANAGEMENT

The Company has a Risk Management Policy of the Company duly adopted by the Board of Directors.

The Company recognizes that the emerging and identified risks need to be managed and mitigated to; protect its shareholders and other stakeholders interest, achieve its business objective and enable sustainable growth.

The Board oversees the Enterprise Risk Management framework to ensure execution of decided strategies with focus on action; monitoring risks arising out of unintended consequences of decisions or actions related to performance, operations, compliance, incidents, processes and systems, transactions and the same are managed appropriately.

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

In accordance with Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts)

Rules, 2014, as amended, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed as Annexure –4 hereto and forms an integral part of this Report.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details of the employees as required under Section 197(12) of the Companies Act 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this report as Annexure -5 and 6.

28. EXTRACT OF ANNUAL RETURN

In accordance with the provisions of the Companies Act, 2013 and amendment thereto, the extract of the annual return in Form No. MGT – 9 is annexed as Annexure-7 and same is hosted on the website of the Company https://www.aionjsw. in/investors/mgt9.

29. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed analysis of the Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report and annexed as Annexure-8. Certain statements in the ‘Management Discussion and

Analysis section may be forward-looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking statement that involve risks and uncertainties including, but not limited to, risks inherent in the Companys growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Companys financial statements and notes on accounts.

30. BUSINESS RESPONSIBILTY REPORTING

The Securities and Exchange Board of India (‘SEBI) pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendments) Regulations, 2019, mandated top 1000 listed

Companies (by market capitalization) to include Business

Responsibility Report (BRR) as a part of the annual report of the Company from financial year 2019-2020 onwards.

The Company is committed to pursuing its business objectives ethically, transparently and with accountability to all its stakeholders. The Company believes in demonstrating responsible behavior while adding value to the society and the community, as well as ensuring environmental well-being with a long-term perspective.

BRR for the financial year 2019-2020 forms part of this Annual

Report as Annexure 9.

31. CORPORATE GOVERNANCE REPORT

The Company constantly endeavours to follow the corporate governance guidelines and best practice sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Companys operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company. Your Company has complied with the requirements of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations,

2015 regarding corporate governance.

A report on the Corporate Governance practices followed by the Company, together with a certificate(s) regarding compliance is given as an Annexure-10 to this report.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

 (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013

The Company has laid down Anti Sexual Harassment policy on Gender Equality, Gender Protection, Prevention of Sexual Harassment and Redressal System as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee

(ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, apprenticeship) are covered under this policy. No complaints pertaining to sexual harassment were received or pending to be resolved by the Company in this respect, during financial year 2019-2020.

33. OTHER DISCLOSURES / REPORTING

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme or ESOPs;

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;

34. ACKNOWLEDGEMENT

The Directors wish to place on record their gratitude to the authorities, banks, business associates, shareholders customers, dealers, agents, and suppliers for their unstinted support, assistance and co-operation and faith reposed in the Company. The Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

Place: Mumbai By order of the Board
Date: 18 May 2020 For Monnet Ispat and Energy Limited
Jyotin Mehta
Chairman
DIN: 00033518

Annexure-1

FORM NO. AOC -1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

(Amount in )

SI. No. 1 2 3 4
Name of the subsidiary Monnet Sport Foundation Chomal Exports Private Limited Monnet Global Limited
Monnet Cement Limited (upto 15 Jan 2020) (upto 15 Jan 2020)
Date since when subsidiary was acquired 29 November 2007 12 December 2011 31 December 2010 17 September 2005
Reporting period for the subsidiary concerned Same Same Same Same
Reporting Currency and exchange rate as on last date Rupees Rupees Rupees Rupees US Dollar
of the financial year in case of foreign subsidiaries
Share capital 21,900,000 100,000 954,000 377,517,284 5,007,797
Reserves and surplus (20,218,239) - - (4,158,159,701) (55,158,321)
Total asset 1,711,889 - - 372,152,272 4,936,630
Total liabilities 30,128 - - 4,152,794,714 55,087,154
Investments - - - - -
Turnover - - - - -
Profit before taxation (587,774) - - (40,696,284) (563,052)
Provision for taxation - - - - -
Profit after taxation (587,774) - - - -
Proposed Dividend - - - - -
% of shareholding 100.00% 64.15% 51.00% 100.00%
Additional Disclosure
Subsidiaries Yet to commence Operations Monnet Cement Limited
Monnet Global Limited
Subsidiaries Liquidated or Sold during the Year Monnet Sport Foundation (upto 15 January 2020)
Chomal Exports Private Limited (upto 15 January 2020)

Part "B": Associates/Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of Associates/Joint Ventures MP Monnet Company Limited Mining Company Limited Mandakini Coal Urtan North Mining Company Limited Monnet Ecomaster Enviro Private Limited Monnet Power Comapny. Limited
1. Latest audited Balance Sheet Date 31 Mar 2020 31 Mar 2020 31 Mar 2020 31 Mar 2020
2. Date on which the Associate or Joint Venture was associated or acquired 20 Jun 2009 14 Mar 2008 4 Mar 2010 29 Mar 2011
3. Shares of Associate/Joint Ventures held by the company
on the year end
a) No. 980000 39300000 5751347 14211363
b) Amount of Investment in Associates/Joint Venture 9,800,000 393,000,000 57,513,470 142,113,630
c) Extend of Holding % 49.00% 33.33% 33.33% 50.00%
Description of how there is significant influence % of shareholding % of shareholding % of shareholding % of shareholding (Refer Note -1 below)
5. Reason why the associate/joint venture is not N.A. N.A. N.A. N.A.
Consolidated
6. Networth attributable to Shareholding as per latest 5,392,840 678,570,312 162,932,745 (170,252,920)
audited Balance Sheet
7. Profit / Loss for the year
i. Considered in Consolidation (25,558) (560,470) - (59,445,018)
ii. Not Considered in Consolidation (27,123) (1,120,940) - (59,445,018)
Total (52,682) (1,681,410) - (118,890,036)

Note -1: Statement does not include information of Monnet Power Company Limited (MPCL), which ceased to be an associate of the Company w.e.f. 23 October 2019, upon initiation of its liquidation as per Insolvency and Bankruptcy Code for liquidation of the Corporate Debtor.

Additional Disclosure

Associates/Joint ventures Yet to commence Operations MP Monnet Mining Company Limited
Mandakini Coal Company Limited
Urtan North Mining Company Limited
Associates/Joint ventures Liquidated or Sold during the Year See note 1 above.