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Directors Report of Maithan Alloys Ltd.

Mar 31, 2023

Your Directors have the pleasure in presenting the 38^th Annual Report on the business and operations of the Company along with the Financial Statement for the financial year ended 31 March 2023.

FINANCIAL HIGHLIGHTS

The standalone and consolidated financial performance of the Company for the financial year ended 31 March 2023 is summarised below:

(Rs. In Cr.)
Financial Results	Standalone		Consolidated
Financial Results	2022-2023	2021-2022	2022-2023	2021-2022
Revenue from operations	2,907.56	3,057.59	2,884.95	2,992.46
Other income	180.65	34.79	174.93	32.11
Total Income	3,088.21	3,092.38	3,059.88	3,024.57
Expenses
Operating expenditure	2,406.57	2,005.98	2,298.71	1,924.25
Depreciation and amortisation expense	14.51	15.28	20.21	16.91
Total Expenses	2,421.08	2,021.26	2,300.95	1,941.16

Profit before finance cost ,tax and exceptional items	667.13	1,071.12	740.96	1,083.41
Finance costs	2.16	1.14	2.24	1.14
Exceptional items	101.92	0	101.92	0
Profit Before Taxes	563.05	1,069.98	636.80	1,082.27
Less: Provision for taxation:
- Current tax	137.64	269.37	138.27	269.37
- Deferred tax	(1.10)	(7.08)	(0.46)	(5.14)
Profit After Taxes	426.51	807.69	498.99	818.04

STATE OF COMPANY''S AFFAIRS AND OPERATIONS

Financial Year 2022-2023 has witnessed another year of robust financial performance of the Company as it clocked again total income of more than ^3,000 crore. The Company has been able to maintain its top-line despite the continuous challenging factors that prevailed during the year, like geopolitical issues, China-US trade war, effect of Covid-19 pandemic, energy crisis and runaway inflation resulted from Russia-Ukraine conflict, etc.

During the financial year 2022-2023, the total income of the Company stood at ^3,088.21 crore as compared to ^3,092.38 crore during the financial year 2021-2022, registering a marginal drop of about 0.13%, whereas the

consolidated total income stood at ^3,059.88 crore as compared to ^3,024.57 crore in the financial year 20212022, registering a growth of about 1.17%.

However, on account of steep increase in power cost and cost of raw material resulting from the energy crisis and runaway inflation caused by Russia-Ukraine conflict, the Company has been able to post profits which are lower as compare to the previous year. The Profit Before Tax stood at ^563.05 crore and Profit After Tax stood at ^426.51 crore in the financial year 2022-2023 as compared to ^1,069.98 crore and ^807.69 crore, respectively in the financial year 2021-2022, resulting in a decline of about 47.38 % and 47.19%, respectively.

The Consolidated Profit Before Tax stood at ^636.80 crore and Profit After Tax stood at ^498.99 crore for the financial year 2022-2023 as compared to ^1,082.27 crore and ^818.04 crore, respectively for the financial year 2021-2022, resulting in a decline of about 41.16% and 39.00%, respectively.

Further Company has received a demand of ^101.92 cores being arrear electricity charges pertaining to earlier years on account of increase in power tariff notified by the concerned authorities during the year 2022-2023. The cumulative effect has resulted in sharp decline in the profits of the Company.

The Wind Mill division of the Company has achieved sales of ^1.41 crore during the financial year 2022-2023 and is operating satisfactorily.

There was no change in the nature of business of the Company during the financial year 2022-2023.

OUTLOOK

The information on the Business Overview and Outlook of the Company is discussed in the Management Discussion and Analysis on Page No. 35 to 44 of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THE REPORT

None

COMPOSITE SCHEME OF ARRANGEMENT

The Board of Directors (''the Board'') at its meeting held on 5 May 2021 have approved the Composite Scheme of Arrangement (the Scheme) amongst Ma Kalyaneshwari Holdings Private Limited (MKHPL) and Anjaney Land Assets Private Limited (ALAPL) and Maithan Alloys Limited (MAL) and their respective shareholders and creditors under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013, subject to requisite statutory/ regulatory approvals as may be required.

MKHPL is holding company of MAL and engaged in Nonbanking financial activities. ALAPL is a wholly owned subsidiary of MKHPL and fellow subsidiary of MAL and is

engaged in real estate activities. The Scheme provides for Demerger of Real Estate and Ancillary Business of MKHPL into ALAPL and thereafter Amalgamation of MKHPL with MAL.

The Scheme will lead to simplification of the existing holding structure and reduction of shareholding tiers of MAL and shall also facilitate future expansion plans. The Promoters Group of MAL would continue to hold the same number and percentage of shares in MAL before and after the implementation of the Scheme. The Appointed Date of the Scheme shall be same as the Effective Date or such other date as may be approved by the Appropriate Authority.

Subsequently, the Board at its meeting held on 11 November 2021 have approved certain modifications in the Scheme relating to fixation of ''Appointed Date'' of the Scheme as 1 November 2021, and other consequential changes thereof. National Stock Exchange of India Limited and the Calcutta Stock Exchange Limited have conveyed their ''No Objection'' to the Scheme subject to certain observations / comments. The approval of jurisdictional National Company Law Tribunal. (NCLT) to the Scheme is awaited.

ACQUISITION OF RAMAGIRI RENEWABLE ENERGY LIMITED

During the year under review, the Company has entered into a Shares Purchase Agreement (SPA) with IL&FS Energy Development Company Limited for the acquisition of 100% of the share capital of Ramagiri Renewable Energy Limited (RREL). On completion of the condition precedent to SPA, RREL has become wholly owned subsidiary of the Company w.e.f. 13 January 2023. The acquisition was carried out for a purchase consideration of ^9.86 crore, financed through internal accruals of the Company. RREL was engaged in generation of electricity through Wind Electricity Generator (WEG). RREL had stopped generating electricity since 1 April 2019.

IMPACT OF THE COVID-19 PANDEMIC

The COVID-19 pandemic continued to threaten the global economy during the year 2022-2023. However, we remain committed to the health and safety of our employees and their families, as well as, business continuity to safeguard the interests of our employees, partners, customers and other stakeholders. The impact

SHARE CAPITAL

The Authorised Share Capital and Paid-up Share Capital of the Company as on 31 March 2023 were ^80.00 crore and ^29.11 crore, respectively. During the year under review, the Company has not granted any employees stock option. The Company has neither issued any shares with differential voting rights nor sweat equity shares during the financial year 2022-2023. As at 31 March 2023, none of the Directors of the Company hold any convertible instrument of the Company.

DIVIDEND

Based on the Company''s performance, the Board is pleased to recommend for approval of the Members, a dividend of ^6.00 per equity share of ^10.00 each (i.e. 60%) for the financial year 2022-2023, to be paid on total equity shares of the Company. The dividend on the equity shares, if approved by the Members, may involve an outflow of ^17.47 crore towards dividend.

As per the amended Income Tax Act, 1961, the dividend, if declared by the Members at ensuing Annual General Meeting, will be taxable in the hands of the shareholders and the Company will be required to deduct tax at source (''TDS'') in respect of approved payment of dividend to its shareholders at such applicable rate as prescribed under the Income Tax Act, 1961.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''Listing Regulations'') the Board of the Company formulated and adopted the Dividend Distribution Policy.

The said Policy is available on the website of the Company at https://www.maithanalloys.com/wp-content/uploads/2021/07/Dividend-Distribution-Policy.pdf

AMOUNT TRANSFERRED TO RESERVES

Nil

DIRECTORS AND KEY MANAGERIAL PERSONNEL Non-Executive Directors & Independent Directors

Mr. Ashok Bhandari (DIN: 00012210) was appointed as an Independent Director by the Board, w.e.f. 9 May 2017 for a period of 5 (five) consecutive years. Accordingly, his tenure as an Independent Director concluded on 8 May 2022. The Board at its meeting held on 12 February 2022, on the recommendation of the Nomination and

Remuneration Committee, re-appointed him as an Independent Director for a second term of 3 (three) consecutive years w.e.f. 9 May 2022, subject to approval of the Members of the Company. Subsequently, the Members at an Extra-Ordinary General Meeting held on 28 March 2022 approved the said re-appointment of Mr. Ashok Bhandari, as an Independent Director of the Company.

Mr. Vivek Kaul (DIN: 00345022) was appointed as an Independent Director by the Board, w.e.f. 20 June 2020 for a period of 3 (three) consecutive years. Consequently, he holds office as an Independent Director of the Company till 19 June 2023. The Board of Directors at its meeting held on 14 February 2023, on the recommendation of the Nomination and Remuneration Committee, re-appointed him as an Independent Director for a second term of 3 (three) consecutive years w.e.f. 20 June 2023, subject to approval of the Members of the Company. Accordingly, an Extra-Ordinary General Meeting of the Members is scheduled to be held on 15 June 2023 for the purpose of approving the said reappointment of Mr. Vivek Kaul, as an Independent Director of the Company.

The Company has received declaration from all the Independent Directors, affirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Listing Regulations.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Company''s Code of Conduct. Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Director''s name in the data bank of Indian Institute of Corporate Affairs ("IICA") for a period of one year or five years or life time till they continue to hold the office of independent director.

In the opinion of the Board, all the independent directors are persons of integrity and also possess relevant expertise and experience.

None of the Directors of your Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under the various provisions of the Companies Act, 2013 and the Listing Regulations.

Executive Directors and Key Managerial Personnel

Mr. Subhas Chandra Agarwalla (DIN: 00088384) and Mr. Subodh Agarwalla (DIN: 00339855) continue to hold their office as the ''Chairman and Managing Director'' and ''Whole-time Director and Chief Executive Officer (CEO)'' of the Company respectively, during the year 2022-2023.

Mr. Subhas Chandra Agarwalla (DIN: 00088384) was reappointed as the ''Chairman and Managing Director'' of the Company for a period of 3 (three) years with effect from 1 April 2019 by the Members of the Company at the 34^th Annual General Meeting held on 20 August 2019. Accordingly, his tenure concluded on 31 March 2022. However, the Board at their meeting held on 12 February 2022, on the recommendation of the Nomination and Remuneration Committee as well as Audit Committee of the Company, re-appointed Mr. Subhas Chandra Agarwalla as the ''Chairman and Managing Director'' of the Company for a further period of 3 (three) years with effect from 1 April 2022. Subsequently, the Members at the Extra-Ordinary General Meeting held on 28 March 2022 approved the said re-appointment of Mr. Subhas Chandra Agarwalla as the ''Chairman and Managing Director'' of the Company.

Mr. Sudhanshu Agarwalla and Mr. Rajesh K. Shah, continue to hold office as the ''President and Chief Financial Officer'' and ''Company Secretary'' of the Company respectively, in terms of Section 203 of the Companies Act, 2013.

None of the Key Managerial Personnel have resigned during the financial year 2022-2023.

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Subodh Agarwalla (DIN: 00339855) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board recommends for the approval of reappointment of the aforesaid Director at the ensuing Annual General Meeting. The brief details of the Director to be re-appointed is given in the Notice convening the ensuing Annual General Meeting.

EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out the annual performance evaluation through structured evaluation sheets, for each Director (including Independent Directors), its Committees and its own performance based on the criteria laid down in the Remuneration Policy of the Company and in the manner specified by the Nomination and Remuneration Committee of the Company.

Further, during the year under review, the Independent Directors of the Company reviewed (i) the performance of Non-Independent Directors and the Board as a whole,

(ii) the performance of the Chairman of the Company and

(iii) assessed the quality, quantity and timeliness of the flow of information between the Company Management and the Board.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2022-2023, 4 (four) meetings of the Board were duly convened, held and concluded. The details of the Board Meetings have been furnished in the Report on Corporate Governance forming part of this Directors'' Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.

COMMITTEES OF THE BOARD

The details of the following committees of the Board along with their composition and meetings held during the financial year 2022-2023 are given in the Report on Corporate Governance forming part of this Directors'' Report.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

REMUNERATION POLICY

The Remuneration Policy of the Company is attached with the Report on Corporate Governance forming part of this Directors'' Report.

The said Policy lays down a framework in relation to the remuneration of all the Directors, Key Managerial Personnel and other Employees on the pay roll of the Company and inter-alia provides the following:

1. The provisions relating to the appointment criteria and qualifications, term/tenure, removal, retirement of Directors, Key Managerial Personnel and other Employees.

2. The Remuneration Components including the basis for payment of remuneration to Executive and NonExecutive Directors (by way of siffing fees), Key Managerial Personnel, and other Employees.

3. The criteria for performance evaluation for the Independent & Non-Executive Directors, Executive Directors, the Board as a whole and the Committees of the Board.

The above policy has also been posted on the website of the Company at ''www.maithanalloys.com''.

VIGIL MECHANISM

The Vigil Mechanism established by the Company empowers the directors and employees and others concerned to report their genuine concerns relating to the Company and provides for adequate safeguards against victimisation of those who use such mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases.

The Audit Committee has been empowered to review the functioning of the Vigil Mechanism. A copy of the Vigil Mechanism Policy is available on the Company''s website at ''www. maithanalloys.com''.

RISK MANAGEMENT

Business risks exist for every enterprise having national and international exposure. The Company has a Risk Management Policy to control and minimise the risk factors of the Company and the said Policy is being implemented and monitored by the Risk Management Committee. A brief detail on the Risk Management and the key business risks identified by the Company and its mitigation plans are provided at Page No. 42 of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has adopted Corporate Social Responsibility (CSR) Policy and the same is available on the Company''s website at ''www.maithanalloys.com''.

During the financial year 2022-2023, the Company has spent more than 2% of the average net profits of the three immediately preceding financial years on various

CSR activities. The expenditure has been carried out mainly in the areas of education, health care (including preventive health care), animal welfare, sports, etc. as specified under Schedule VII of the Companies Act, 2013 and CSR Policy of the Company.

Further, the Company has constituted a trust in the name of ''BMA Foundation'', to carry out its CSR activities in addition to making donations to other charitable organisations and Non-Government Organizations.

The Annual Report on CSR activities during the financial year 2022-2023, in prescribed form, including the brief contents/salient features of the CSR Policy of the Company, as approved by the CSR Committee is annexed herewith as Annexure-''A''.

DEPOSITS

The Company did not accept any deposit from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year 2022-2023 and as such, no amount of principal, interest, unpaid or unclaimed deposit remained unpaid or unclaimed or was outstanding as on the Balance Sheet date.

CREDIT RATING

The Company''s credit rating from CARE continues to be ''CARE AA; Stable'' (i.e. Double A; Outlook: Stable) for long-term bank facilities and ''CARE A1 '' (i.e. A One Plus) for short-term bank facilities.

Further, India Ratings & Research Private Limited has affirmed ''IND A1 '' rating for our non-fund based working capital limit, vide their letter dated 6 December 2022.

Such ratings reflects the Company''s robust operating efficiency and indicates that the Company has strong capacity for timely payment of debt obligations and carries low credit risk

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The internal control systems of the Company are brought under regular review and evaluations in consultation with the internal auditors. The Company''s internal control systems are commensurate with the Company''s size and nature of business, enabling it to safeguard assets, prevent and detect frauds as well as other irregularities. The Internal Audit is conducted

other irregularities. The Internal Audit is conducted periodically across all locations of the Company by firms of Chartered Accountants who verify and report on the efficiency and effectiveness of internal controls.

The Management is responsible for the Company''s internal financial control over financial reporting and the financial reporting process. The Audit Committee reviews the internal financial control over financial reporting to ensure that the accounts of the Company are properly maintained in accordance with the prevailing laws, rules and regulations.

FINANCIAL REVIEW

For detailed financial review kindly refer to the Management Discussion and Analysis on Page No. 41 of this Annual Report.

CASH FLOW STATEMENT

In terms of Regulation 34 of the Listing Regulations and other applicable provisions, the Annual Financial Statement contains the Cash Flow Statement for the financial year 2022-2023, forming part of this Annual Report.

HOLDING COMPANY

Ma Kalyaneshwari Holdings Private Limited continues to be holding company of Maithan Alloys Limited.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company, as on 1 April 2022, had five subsidiaries namely, AXL-Exploration Private Limited, Anjaney Minerals Limited, Salanpur Sinters Private Limited, Maithan Ferrous Private Limited and Impex Metal & Ferro Alloys Limited.

During the year 2022-2023, Ramagiri Renewable Energy Limited became wholly-owned subsidiary of the Company.

Consequently, the Company had six subsidiaries namely, AXL-Exploration Private Limited, Anjaney Minerals Limited, Salanpur Sinters Private Limited, Maithan Ferrous Private Limited, Impex Metal & Ferro Alloys Limited and Ramagiri Renewable Energy Limited, as on 31 March 2023.

There has been no material change in the nature of the business of the subsidiaries during the year 2022-2023.

None of the Companies have ceased to be the Company''s Subsidiary during the financial year 2022-2023.

None of the Companies have become and/or ceased to be the Company''s Joint Ventures or Associate Companies during the financial year 2022-2023.

Further, the Company had no material subsidiary(ies) or Joint Venture(s) or Associate Company(ies) during the financial year 2022-2023.

The "Policy on ''Material'' Subsidiary" is available on the website of the Company. The link for the said policy is ''http://www.maithanalloys.com/wp-content/uploads/ 2019/07/Policy-on-Material-Subsidiary.pdf''.

In terms of Section 129(3) of the Companies Act, 2013, a Statement containing the salient features of the financial statement of subsidiaries / associate companies / joint ventures of the Company in the prescribed form AOC-1 has been attached with the Financial Statement of the Company, forming part of this Annual Report.

HIGHLIGHTS OF PERFORMANCE OF EACH OF THE SUBSIDIARIES

In accordance with Section 136 of the Companies Act, 2013, the audited Financial Statement including the Consolidated Financial Statement together with the related information of the Company and the audited accounts of each of its subsidiary are available on Company''s website at ''www.maithanalloys.com''.

The audited accounts of the subsidiary companies are available for inspection by any Member on any working day during the business hours at the registered office of the Company. The said documents shall be made available on receipt of a written request from a Member of the Company.

AXL-Exploration Private Limited (AXL)

AXL is awaiting necessary approval of government authorities for renewal of its mining lease.

During the financial year 2022-2023, AXL has suffered a loss of ^0.13 crore.

The net worth of AXL as on 31 March 2023 is ^0.20 crore.

Anjaney Minerals Limited (AML)

AML continues to explore various opportunities for acquiring mines. During the financial year 2022-2023 it has earned ^0.18 crore as Other Income and has earned profit of ^0.13 crore.

The net worth of AML as on 31 March 2023 is ^6.59 crore.

Salanpur Sinters Private Limited (SSPL)

During the financial year 2022-2023, SSPL has earned ^4.99 crore as Other Income and reported a loss of ^0.03 crore.

The net worth of SSPL as on 31 March 2023 is ^6.03 crore.

Maithan Ferrous Private Limited (MFPL)

During the financial year 2022-2023, MFPL has earned ^0.01 crore as Other Income and has suffered a loss of ^0.23 Crore.

The net worth of MFPL as on 31 March 2023 is ^4.71 crore.

Impex Metal & Ferro Alloys Limited (IMPEX)

The Company acquired IMPEX through a liquidation process in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016 during the year

2021- 2022. Post acquisition, IMPEX successfully commenced its production during December-2021.

During the financial year 2022-2023, the Company has posted total income of ^ 390.17 crore and earned a profit (including comprehensive income) of ^72.93 crore.

The net worth of the Company as on 31 March 2023 is ^69.07 crore.

Ramagiri Renewable Energy Limited (RREL)

During the year under review, the Company has acquired of 100% of the share capital of RREL w.e.f. 13 January 2023. RREL was engaged in generation of electricity through Wind Electricity Generator (WEG). RREL had stopped generating electricity since 1 April 2019.

RREL has reported a profit of ^18.12 crore during the financial year 2022-2023 consequent upon writing off of its old debts of ^18.99 crore.

The net worth of RREL as on 31 March 2023 is ^1.89 crore.

All the above companies are unlisted non-material subsidiaries of the Company in terms of Regulation 16(c) read with Regulation 24(1) of the Listing Regulation and their contribution to the overall performance of the Company is insignificant except IMPEX who has posted a Total Income of ^390.17 Crore with a profit (including comprehensive income) of ^72.93 crore during the year

2022- 2023.

NDIAN ACCOUNTING STANDARDS

Your Company is required to comply with the prescribed Indian Accounting Standards (Ind AS) in preparation of its Financial Statements in terms of Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015.

Consequently, the Financial Statement of the subsidiaries of the Company namely, AXL-Explorati''on Private Limited, Anjaney Minerals Limited, Salanpur Sinters Private Limited, Maithan Ferrous Private Limited, Impex Metal & Ferro Alloys Limited and Ramagiri Renewable Energy Limited have also been prepared and reported in compliance with Ind AS.

CONSOLIDATED FINANCIAL STATEMENT

The Company has prepared a Consolidated Financial Statement of the Company and all of its subsidiaries, pursuant to the provisions of Section 129 of the Companies Act, 2013. The Consolidated Financial Statement of the Company along with its subsidiaries for the financial year ended 31 March 2023 forms part of this Annual Report.

AUDITORS'' REPORT

The Auditors'' Report read along with notes on accounts is self-explanatory and therefore, does not call for any further comment. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the auditors have not reported any instances of fraud committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013

STATUTORY AUDITORS

Singhi & Co., Chartered Accountants (Firm Registration No: 302049E) were appointed as the Statutory Auditors of the Company at the 37^th Annual General Meeting of the Company to hold office till the conclusion of the 42^ndAnnual General Meeting to be held in the year 2027. Further, Singhi & Co., Chartered Accountants, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, as required under the Listing Regulations.

COST RECORDS AND COST AUDIT

The Company is required to maintain cost records, as specified by the Central Government under Section 148(1) of the Companies Act, 2013. Accordingly such accounts and records are made and maintained by the Company.

Further, the Board has re-appointed S. K. Sahu & Associates, Cost Accountants (Registration No.: 100807) as the Cost Auditor and fixed their remuneration for auditing the cost records of the Company for the financial year 2023-2024. Their remuneration is subject to the approval of Members at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 and Rules framed there under, the Board had appointed M/s. Patnaik & Patnaik, Company Secretaries (Certificate of Practice No.: 7117), to conduct Secretarial Audit for the financial year 2022-2023 and the Secretarial Audit Report as submitted by them for the financial year 20222023 is annexed herewith as Annexure-''B''.

There is no qualification, reservation, adverse remark or disclaimer in the said Secretarial Audit Report given by said Auditor and therefore, does not call for any further comment.

ANNUAL RETURN

A copy of Annual Return of the Company referred to in Section 92(3) of the Companies Act, 2013 is available on the Company''s website at''www.maithanalloys.com'' and web-link thereof is ''https://www.maithanalloys.com /annual-return-information/''. Annual Return of the Company is also available on the website of Ministry of Corporate Affairs at ''www.mca.gov.in''.

MANAGERIAL REMUNERATION

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures and other details are as follows:

(a) (i) the ratio of the remuneration of each Director

to the median remuneration of the employees of the Company for the financial year; and

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

o Â¦	Name	Designation	Ratio of remuneration	% increase in remuneration
1.	Mr. Subhas Chandra Agarwalla	Chairman & Managing Director	769.80	Note 1
2.	Mr. Subodh Agarwalla	Whole-time Director & Chief Executive Officer	615.84	Note 1
3.	Mr. Sudhanshu Agarwalla	President & Chief Financial Officer	N.A.	4.32%
4.	Mr. Rajesh K. Shah	Company Secretary	N.A.	13.37%

N.A.= Not Applicable

Note 1: There is no change in the remuneration structure; however, the overall remuneration paid in the financial year 2022-2023 is lower than the remuneration paid in the financial year 2021-2022.

The Non-Executive Directors (including Independent Directors) of the Company are entitled to siffing fee only within the statutory limits provided under the Companies Act, 2013. The details of remuneration of each NonExecutive Director have been provided in the Report on Corporate Governance. The ratio of remuneration of said Non-Executive Directors to the median remuneration of the employees of the Company and percentage increase in remuneration of said Non-Executive Directors, during the financial year 2022-2023 are not comparable and therefore not considered for the above purpose.

(b) the percentage increase in the median remuneration of employees in the financial year -

The median remuneration of the employees in the financial year 2022-2023 on gross monthly basis was increased by 17.12%.

(^c) the number of permanent employees on the roll of Company -

There were 565 employees as on 31 March 2023 on the pay roll of the Company.

(d) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration -

The average percentage increase in the salaries of employees other than the managerial personnel during the financial year 2022-2023 on the basis of entitlement was 4.43%. There was no increase in the managerial remuneration during the financial year 2022-2023 (refer Note 1 above).

The managerial personnel are entitled to remuneration partly by way of fixed remuneration being monthly remuneration and partly by way of variable remuneration being a percentage on the profit of the Company, whereas the majority of employees other than the managerial personnel are paid by way of fixed remuneration only. The increase in the remuneration of non-managerial employees depends upon various factors like industry standards, cost of living, individual performance of the employee during the financial year, etc.

(e) affirmation that the remuneration is as per the remuneration policy of the Company-

It is hereby affirmed that the remuneration paid during the financial year 2022-2023 is as per the Remuneration Policy of the Company

PARTICULARS OF EMPLOYEES

A statement in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) & (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed as Annexure-''C''.

In terms of the provisions of Section 197(14) of the Companies Act, 2013 it is hereby confirmed that neither the Managing Director nor the Whole-time Director of the Company has received any remuneration or commission from the holding or any subsidiary of the Company during the financial year 2022-2023.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

None

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 (I) Details of Loans: The Company has granted advances to its subsidiaries. Please refer to Note Nos. 18, 20 and 53(b) and 53(c) to the Standalone Financial Statement.

(ii) Details of Investments: Please refer to Note Nos. 8,9 and 14 to the Standalone Financial Statement.

(iii) Details of Guarantees given or Securities provided:

The Company has not given any guarantee or provided any security in connection with a loan to any other body corporate or persons, during the financial year 2022-2023.

The Loan/Advances and Investment given or made by the Company in the respective subsidiaries are for the business purpose of such subsidiaries only.

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

The statement containing the necessary information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed herewith as Annexure-''D''.

DISCLOSURES RELATING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaint in respect of sexual harassment during the financial year 20222023 nor was any complaint pending at the beginning or end of the financial year 2022-2023.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the Listing Regulations, a Report on Corporate Governance and a Certificate from the Statutory Auditors of the Company confirming compliance of the conditions of Corporate Governance, is annexed herewith as Annexure-''E'' and Annexure- ''F'', respectively.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of financial conditions and results of operations of the Company for the year under review, as stipulated under Regulation 34 of the Listing Regulations is given as a separate section in this Annual Report on Page No. 35 to 44 and forms part of this Directors'' Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company always strives to enter into transactions with its related parties in the course of its business at arm''s length basis and the management believes that the related party transactions are on arm''s length basis as explained under Section 188 of the Companies Act, 2013. There were contract/arrangement/transactions entered into by the Company with its related parties, as provided in Section 188(1) of the Companies Act, 2013 based on various business exigencies such as liquidity, profitability and capital resources, during the financial year 2022-2023.

All related party transactions entered into by the Company were approved by the Audit Committee. Details of related party transactions entered into by the Company, in terms of applicable Accounting Standards have been disclosed in the notes to the Standalone Financial Statement forming part of this Report.

Pursuant to Regulation 34 (3) read with Schedule V of the Listing Regulations, disclosure of transactions of the Company with its Promoter Group Company, holding more than ten percent (10%) of Equity Shares in the Company have been disclosed in the Note No. 54 to the Standalone Financial Statement forming part of this Report.

The ''Material Related Party Transaction Policy'' formulated in compliance with the requirement of the Companies Act, 2013 and Listing Regulations, to deal with related party transactions, is available on the website of the Company and web-link for the same is

''http://www.maithanalloys.com/wp-

content/uploads/2019/07/Related-Party-Transaction-

Policy.pdf''.

The disclosures of Related Party Transactions as required in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 containing the particulars of contract or arrangements entered into by the Company with related party referred to in Section 188(1) of the Companies Act, 2013 including certain arm''s length transactions, in prescribed Form AOC-2 is annexed herewith as Annexure-''G''.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the Listing Regulations, a Business Responsibility and Sustainability Report describing the initiatives taken by the Company, from an environmental, social and governance perspective, in the prescribed format is annexed herewith as Annexure-''H''.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board and General Meetings.

TRANSFER OF SHARES AND UNPAID/ UNCLAIMED DIVIDENDS TO INVESTOREDUCATION AND PROTECTION FUND (IEPF)

A. Transfer of Unpaid / Unclaimed Dividend

In terms of the provisions of Section 124(5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as applicable, the Company has transferred the unpaid/unclaimed dividends amounting to ^50,384.00 for the financial year 2014-2015 to the IEPF during the year under review.

Further, a statement containing the details of dividend for the period from financial year 20152016 to 2021-2022 that remained unpaid / unclaimed are available on the website of the Company at ''www.maithanalloys.com''.

B. Transfer of Shares to IEPF

shares in respect of which dividend has remained unpaid/unclaimed for 7 (seven) consecutive years or more are required to be transferred to IEPF. Accordingly, 33 (Thirty-three) equity shares of the Company belonging to 3 (Three) shareholders in respect of which dividend (as declared by the Company) remained unpaid/ unclaimed for 7 (seven) consecutive years have been transferred to IEPF during the year under review. The Company has transferred 6,064 shares to IEPF till 31 March 2023.

A statement containing details in respect of shares so transferred, including the name of shareholders, folio number or DP ID/Client ID are available on the website of the Company at ''www.maithanalloys.com''.

Further, any person whose shares and unclaimed dividend are transferred to IEPF may claim the same by submiffing an online application in Form IEPF-5, available at ''www.iepf.gov.in'', by following the procedure as prescribed in Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all the shareholders, bankers, suppliers, regulatory and other government authorities for their assistance, cooperation and confidence reposed in your Company.

Your Directors also extend their deep sense of appreciation to the employees of the Company.

Mar 31, 2018

Dear Members,

The Directors have the pleasure in presenting the 33^rd Annual Report on the business and operations of the Company along with the Financial Statement for the financial year ended 31 March 2018.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31 March 2018 is summarised below:

(Rs. in lakh)

Financial Results	2017-18	2016-17
Revenue from operations	189,099.93	140,382.52
Other income	1,850.87	817.23
Total Income	190,950.80	141,199.75
Expenses
Operating expenditure	151,410.54	112,697.18
Depreciation and amortisation expense	1,544.43	2,531.97
Total Expenses	152,954.97	115,229.15
Profit before finance cost and tax	37,995.83	25,970.60
Finance costs	405.35	979.32
Profit Before Taxes	37,590.48	24,991.28
Less: Provision for taxation:
- Current tax	8,530.82	5,703.84
- Deferred tax	(114.97)	720.30
Profit After Taxes	29,174.63	18,567.14
Add: Profit brought forward from previous year	56,338.57	37,606.81
: Other comprehensive income	(36.65)	164.63
Balance available for appropriation	85,476.56	56,338.58
Appropriation
Dividend on equity shares paid	727.79	-
Tax on dividend paid	148.16	-
Balance in Other Equity	84,600.61	56,338.58
	85,476.56	56,338.58

STATE OF COMPANYâS AFFAIRS AND OPERATIONS

The financial result of 2017-18 is the best-ever results of the Company till date. Fiscal 2017-18 has been yet another landmark year with robust performance for your Company as it continues to enhance its performance with resultant higher turnover and improved profitability.

Your Company achieved a staggering growth during the financial year 2017-18 on the back of internal operating efficiency led by better product mix, better supply chain management, superior product range and improved capacity utilisation. Your Company is well placed to capitalise the ongoing upturn in the steel industry through its high value addition and strong client base.

The total revenue increased to RS.190,950.80 lakh from RS.141,199.75 lakh in the financial year 2016-17, registering a growth of about 35.23%. Profit Before Tax stood at RS.37,590.48 lakh and Profit After Tax stood at RS.29,174.63 lakh in the financial year 2017-18 as compared to RS.24,991.28 lakh and RS.18,567.14 lakh, respectively in the financial year 2016-17, resulting in a growth of about 50.41% and 57.13%, respectively.

The Wind Mill division of the Company has achieved sales of RS.191.24 lakh during the financial year 2017-18 and is operating satisfactorily.

There was no change in the nature of business of the Company during the financial year 2017-18.

OUTLOOK

The information on the Business Overview and Outlook of the Company is discussed in the Management Discussion and Analysis on Page No. 19 to 27 of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THE REPORT

None

EXPANSION OF MANUFACTURING CAPACITY

The Board of Directors at its meeting held on 30 April

2018 accorded their consent to set-up a new greenfield Ferro Alloy manufacturing unit in West Bengal with an estimated installed capacity of 120,000 MT per annum of ferro alloys. It is proposed to set-up the unit within a period of 30 months with an estimated cost of RS.27,500.00 lakh to be financed from internal accruals of the Company. The same would increase the installed capacity of the Company by about 50%.

SHARE CAPITAL

The Authorised Share Capital and Paid-up Share Capital of the Company as on 31 March 2018 were RS.8,000.00 lakh and RS.2,911.16 lakh, respectively. During the year under review, the Company has not granted any employees stock option. The Company has neither issued any shares with differential voting rights nor sweat equity shares during the financial year 2017-18. As at 31 March 2018, none of the Directors of the Company hold any convertible instrument of the Company.

DIVIDEND

Based on the Companyâs performance, the Directors are pleased to recommend for approval of the Members, a dividend of RS.3.00 per equity share of RS.10.00 each (i.e. 30%) for the financial year 2017-18, to be paid on total equity shares of the Company. The dividend on the equity shares, if approved by the Members, may involve an outflow of RS.873.35 lakh towards dividend and RS.179.52 lakh towards dividend tax, resulting in a total outflow of RS.1,052.87 lakh.

TRANSFER TO RESERVES

Nil

PROMOTER AND PROMOTER GROUP

During the year under review, the Company has received a request from Mrs. Smriti Saraf (nee Agarwalla), to reclassify her status from âPromoter Groupâ category to âPublicâ category, under Regulation 31A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Approval of the Members of the Company in this regard was obtained through voting by Postal Ballot (including e-voting) which was conducted from 28 November 2017 till 27 December 2017. Subsequently, the necessary approval from the designated stock exchange was also obtained in this regard.

Further, Mr. Subhas Chandra Agarwalla continues to be the âPromoterâ of the Company within the meaning of the Companies Act, 2013 as well as the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and other related applicable laws.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Non-Executive Directors & Independent Directors

The Board of Directors of the Company (the Board) had appointed Mr. Parasanta Chattopadyay (DIN: 06968122) as an Additional Director at their meeting held on 10 November 2016. Subsequently, the Members of the Company at their Annual General Meeting held on 26 August 2017 approved his appointment as a Director (Category: Non-Executive) of the Company, liable to retire by rotation.

Further, the Board at its meeting held on 9 May 2017 appointed Mr. Ashok Bhandari (DIN: 00012210) as an Independent Director for a period of 5 years with effect from 9 May 2017 upto 8 May 2022. Subsequently, the Members of the Company at their Annual General Meeting held on 26 August 2017 approved his appointment as such.

Executive Directors and Key Managerial Personnel

The Members at their 32^nd Annual General Meeting, approved the elevation of Mr. Subhas Chandra Agarwalla (DIN:00088384) as the âChairman and Managing Directorâ and Mr. Subodh Agarwalla (DIN: 00339855) as the âWhole-time Director and Chief Executive Officerâ of the Company with effect from 30 March 2017.

Mr. Sudhanshu Agarwalla and Mr. Rajesh K. Shah, continue to hold office as the âPresident and Chief Financial Officerâ and âCompany Secretaryâ of the Company, respectively, in terms of Section 203 of the Companies Act, 2013.

None of the Directors and Key Managerial Personnel have resigned during the financial year 2017-18.

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Subodh Agarwalla (DIN:00339855) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

The brief detail of the said Director is given in the Notice convening the ensuing Annual General Meeting.

EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation through structured evaluation sheets, for each Director, its committees and its own performance based on the criteria laid down in the Remuneration Policy of the Company and the Nomination and Remuneration Committee has also carried out the performance evaluation of every Director of the Company.

Further, during the year under review, the Independent Directors of the Company reviewed (i) the performance of Non-Independent Directors and the Board as a whole, (ii) the performance of the Chairman of the Company and (iii) the quality, quantity and timeliness of flow of information between the Company Management and the Board.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2017-18, 4 (four) meetings of the Board were duly convened, held and concluded. The details of the Board Meetings have been furnished in the Report on Corporate Governance forming part of this Directorsâ Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMMITTEES OF THE BOARD

The details of the following committees of the Board along with their composition and meetings held during the financial year 2017-18 are given in the Report on Corporate Governance forming part of this Directorsâ Report.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

REMUNERATION POLICY

The Remuneration Policy of the Company is attached to the Report on Corporate Governance forming part of this Directorsâ Report.

VIGIL MECHANISM

The Vigil Mechanism established by the Company empowers the directors and employees and other concern to report their genuine concerns relating to the Company and provides for adequate safeguards against victimisation of those who use such mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases, details of the same are given in the Report on Corporate Governance, which forms part of this Directorsâ Report.

The Audit Committee has been empowered to review the functioning of the Vigil Mechanism. A copy of the Vigil Mechanism Policy is available on the Companyâs website at âwww. maithanalloys.comâ.

RISK MANAGEMENT

Business risks exist for every enterprise having national and international exposure. The Company has a Risk Management Policy to control and minimise the risk factors of the Company and is being implemented and monitored by the Risk Management Committee. A brief detail on the Risk Management and the key business risks identified by the Company and its mitigation plans are provided at Page No. 26 of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2017-18, the Company has spent 2% of the average net profits of the three immediately preceding financial years on various Corporate Social Responsibility (CSR) activities. The expenditure has been carried out mainly in the areas of health care, sports, education, rural development and facility for senior citizens. All the expenditures were in accordance with Schedule VII of the Companies Act, 2013 and CSR Policy of the Company. The CSR Policy of the Company is available on the Companyâs website at âwww.maithanalloys.comâ.

Further, the Board at its meeting held on 9 November 2017, constituted a trust, in the name of âBMA Foundationâ, to carry out CSR activities in compliance with the CSR Policy of the Company, in lieu of making donations to other charitable organisations or NGOs.

The Annual Report on CSR activities during the financial year 2017-18 in prescribed form as approved by the CSR Committee is annexed herewith as Annexure-âAâ.

DEPOSITS

The Company did not accept any deposit from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year 2017-18 and as such, no amount of principal, interest, unpaid or unclaimed deposit remained unpaid or unclaimed or was outstanding as on the Balance Sheet date.

CREDIT RATING

CARE has upgraded the Companyâs credit rating to âCARE AA-; Stableâ (i.e. Double A Minus; Outlook: Stable) from âCARE A ; Stableâ (i.e. Single A Plus; Outlook: Stable) for long-term bank facilities and re-affirmed âCARE A1 â (i.e. A One Plus) rating for short-term bank facilities vide their letter dated 9 February 2018.

Further, CRISIL has assigned âCRISIL AA-/Stableâ (i.e. CRISIL AA minus/Stable) rating for Companyâs long-term bank facilities and âCRISIL A1 â (i.e. CRISIL A One plus) rating for Companyâs short-term bank facilities, vide their letter dated 1 December 2017.

Such ratings indicate that the Company has strong capacity for timely payment of debt obligations and carries low credit risk.

INDIAN ACCOUNTING STANDARDS

In accordance with the notification issued by the Ministry of Corporate Affairs (MCA), your Company is required to prepare Financial Statement under Indian Accounting Standards (âInd ASâ) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1 April 2017. Accordingly, the Company has adopted âInd ASâ with effect from 1 April 2017 with the transition date of 1 April 2016 and the Financial Statement for the financial year ended 31 March 2018 have been prepared in accordance with âInd ASâ. The Financial Statement for the financial year ended 31 March 2017 have been restated to comply with âInd ASâ to make them comparable.

The MCA notification also mandates that âInd ASâ shall be applicable to holding, subsidiary, joint venture or associate of the Company. Hence, the Company and its subsidiaries namely, Anjaney Minerals Limited, AXL-Exploration Private Limited and Salanpur Sinters Private Limited have prepared and reported Financial Statements under âInd ASâ w.e.f. 1 April 2017, including restatement of the opening balance sheet as at 1 April 2016. The effect of the transition from IGAAP to âInd ASâ has been explained by way of a reconciliation, in the Standalone Financial Statement and Consolidated Financial Statement.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The internal control systems of the Company are brought under regular review and evaluations in consultation with the internal auditors. The Companyâs internal control systems are commensurate with the Companyâs size and nature of business of the Company, enabling it to safeguard assets, prevent and detect frauds as well as other irregularities. The Internal Audit is conducted periodically across all locations of the Company by firms of Chartered Accountants who verify and report on the efficiency and effectiveness of internal controls.

The Management is responsible for the Companyâs internal financial control over financial reporting and the financial reporting process. The Audit Committee reviews the internal financial control over financial reporting to ensure that the accounts of the Company are properly maintained in accordance with the prevailing laws and regulations.

FINANCIAL REVIEW

For detailed financial review kindly refer to the Management Discussion and Analysis on Page No. 19 to 27 of this Annual Report.

CASH FLOW STATEMENT

In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, the Annual Financial Statement contains the Cash Flow Statement for the financial year 2017-18, forming part of this Annual Report.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company had two subsidiaries namely, AXL-Exploration Private Limited and Anjaney Minerals Limited as on 31 March 2017. During the year under review, the Company has acquired entire equity shares of Salanpur Sinters Private Limited and beneficial interest in remaining 6 (six) equity shares of Anjaney Minerals Limited. Consequently, both Salanpur Sinters Private Limited and Anjaney Minerals Limited became wholly-owned subsidiaries of the Company, with effect from 28 November 2017. As on 31 March 2018, the Company has three subsidiaries namely, AXL-Exploration Private Limited, Salanpur Sinters Private Limited and Anjaney Minerals Limited.

Except the above, none of the Companies have become/ ceased to be the Companyâs Subsidiaries, Joint Ventures or Associate Companies during the financial year 2017-18.

Further, the Company had no material subsidiary(ies) or Joint Venture(s) or Associate Company(ies) during the financial year 2017-18.

The âPolicy on âMaterialâ Subsidiaryâ is available on the website of the Company. The link for the said policy is âhttp://maithanalloys.com/wp-content/ uploads/2017/07/policies/05.Policy%20on%20Material% 20Subsidiary.pdfâ.

HIGHLIGHTS OF PERFORMANCE OF EACH OF THE SUBSIDIARIES

In accordance with Section 136 of the Companies Act, 2013, the audited Financial Statements including the Consolidated Financial Statement together with the related information of the Company and the audited accounts of each of its subsidiary are available on Companyâs website at âwww.maithanalloys.comâ. The audited accounts of the subsidiary companies are available for inspection by any Member on any working day during the business hours at the registered office of the Company. The said documents shall be made available on receipt of a written request from the Member of the Company.

Anjaney Minerals Limited

The Company is exploring various opportunities for acquiring mines. During the financial year 2017-18 the Company has earned RS.23.30 lakh as Other Income and reported a profit of RS.16.55 lakh.

The net worth of the Company as on 31 March 2018 is RS.722.18 lakh.

AXL-Exploration Private Limited

The Company has made an application to the government authorities for renewal of its mining lease and necessary approval thereon is awaited. During the financial year 2017-18 the Company has suffered a loss of RS.4.78 lakh.

The net worth of the Company as on 31 March 2018 is RS.221.82 lakh.

Salanpur Sinters Private Limited

During the financial year 2017-18, the Company has earned RS.0.15 lakh as Other Income, however, it has incurred a loss of RS.6.29 lakh.

The net worth of the Company as on 31 March 2018 is RS.596.54 lakh.

All the above companies are unlisted non-material subsidiaries of the Company and their contribution to the overall performance of the Company is insignificant.

CONSOLIDATED FINANCIAL STATEMENT

AUDITORSâ REPORT

The Auditorsâ Report read along with notes on accounts is self-explanatory and therefore, do not call for any further comment. The Auditorsâ Report does not contain any qualification.

During the year under review, the auditors have not reported any instances of fraud committed in the Company by its officers or employees, to the audit committee under Section 143(12) of the Companies Act, 2013.

STATUTORY AUDITORS

M Chaudhary & Co., Chartered Accountants (Firm Registration No.: 302186E), were appointed as the Statutory Auditors of the Company at the 32^nd Annual General Meeting of the Company to hold office till the conclusion of the 37^th Annual General Meeting of the Company to be held in the year 2022, subject to ratification of their appointment by the Members at every subsequent Annual General Meeting till the conclusion of their tenure.

The Company has received a certificate from the said auditors to the effect that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and their appointment continue to be within the prescribed limits as required under the Companies Act, 2013. Further, M Chaudhary & Co., Chartered Accountants, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Directors recommend for the ratification of their appointment and to fix their remuneration for the financial year 2018-19 at the ensuing Annual General Meeting of the Company.

COST AUDITORS

The Board has re-appointed S. K. Sahu & Associates, Cost Accountants (Registration No.: 100807) as the Cost Auditor and fixed their remuneration for auditing the cost records of the Company for the financial year 2018-19. Their remuneration is subject to the approval of Members at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 and Rules framed there under, the Board had re-appointed J. Patnaik & Associates, Company Secretaries (Certificate of Practice No.: 3102), to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report as submitted by J. Patnaik & Associates, Company Secretaries for the financial year 2017-18 is annexed herewith as Annexure-âBâ.

There are no qualifications in the said Secretarial Audit Report given by said Auditor and therefore, does not call for any further comment.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return of the Company as on the financial year ended 31 March 2018 in prescribed Form MGT-9 is annexed herewith as Annexure-âCâ.

MANAGERIAL REMUNERATION

(a) (i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year; and

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

Sl. No.	Name	Designation	Ratio of remuneration	% increase in remuneration
1	Mr. Subhas Chandra Agarwalla	Chairman & MD	686.43	77.51%
2	Mr. Subodh Agarwalla	WTD & CEO	549.15	84.36%
3	Mr. Sudhanshu Agarwalla	President & CFO	N.A.	49.62%
4	Mr. Rajesh K. Shah	Company Secretary	N.A.	40.57%

N.A.= Not Applicable

The Non-Executive Directors (including Independent Directors) of the Company are entitled to sitting fee only within the statutory limits provided under the Companies Act, 2013. The details of remuneration of each Non-Executive Director have been provided in the Report on Corporate Governance. The ratio of remuneration of said Non-Executive Directors to the median remuneration of the employees of the Company and percentage increase in remuneration of said NonExecutive Directors, during the financial year 2017-18 are not comparable and therefore not considered for the above purpose.

(b) the percentage increase in the median remuneration of employees in the financial year -

The median remuneration of the employees in the financial year 2017-18 was increased by 6.81%.

There were 580 employees as on 31 March 2018 on the pay rolls of the Company.

The average percentage increase in the salaries of employees other than the managerial personnel during the financial year 2017-18 was 5.65% and the average percentage increase in the salaries that of managerial personnel was 80.93%.

(e) affirmation that the remuneration is as per the remuneration policy of the Company-It is hereby affirmed that the remuneration paid during the financial year 2017-18 is as per the Remuneration Policy of the Company.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(14) of the Companies Act, 2013 it is hereby confirmed that neither the Managing Director nor the Whole-time Director of the Company has received any remuneration or commission from any subsidiary of the Company during the financial year 2017-18.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

None

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

(i) Details of Loans: The Company has granted advances to its subsidiaries. Please refer to Note No. 13 to the Standalone Financial Statement.

(ii) Details of Investments: Please refer to Note Nos. 5 & 9 to the Standalone Financial Statement.

(iii) Details of Guarantees given or Securities provided:

The Company has not given any guarantee or provided any security in connection with a loan to any other body corporate or persons, during the financial year 2017-18.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company always strives to enter into transactions with its related parties in the course of its business at armâs length basis and the management believes that related party transactions are on armâs length basis as explained under Section 188 of the Companies Act, 2013.

There were no materially significant related party transactions made by the Company with its related parties as provided in Section 188(1) of the Companies Act, 2013 therefore, disclosure in Form AOC-2 is not required.

The âMaterial Related Party Transaction Policyâ which deals with related party transactions is uploaded on the website of the Company and weblink for the same is âhttp://maithanalloys.com/wp-content/uploads/2017 /07/policies/04.Material%20Related%20Party%20 Transaction%20 Policy.pdfâ.

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

The statement containing the necessary information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed herewith as Annexure-âEâ.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has not received any complaint nor is any complaint pending at the beginning or end of the financial year 2017-18.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and a certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance, is annexed herewith as Annexure-âFâ and Annexure-âGâ, respectively.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of financial conditions and results of operations of the Company for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as a separate section in this Annual Report on Page No. 19 to 27 and forms part of this Directorsâ Report.

TRANSFER OF SHARES AND UNPAID/ UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

A. Transfer of Unpaid / Unclaimed Dividend

In terms of the provisions of Section 124(5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as applicable, the Company has transferred the unpaid/unclaimed dividends amounting to RS.28,369.00 for the financial year 2009-10 to the IEPF during the year under review.

Further, a statement containing the details of dividend for period from financial year 2010-11 to 2016-17 that remained unpaid/unclaimed are available on the website of the Company at âwww.maithanalloys. comâ.

B. Transfer of Shares

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as applicable, all shares in respect of which dividend has remained unpaid/unclaimed for seven consecutive years or more shall be transferred to IEPF. Accordingly, 2,173 equity shares of the Company belonging to 8 shareholders in respect of which dividend (as declared by the Company) remained unpaid/ unclaimed for seven consecutive years or more have been transferred to IEPF till date.

A statement containing details in respect of shares so transferred, including the names of shareholders, folio number or DP ID/Client ID are available on the website of the Company at âwww.maithanalloys.comâ.

Further, any person whose shares and unclaimed dividend are transferred to IEPF may claim the same by submitting an online application in Form IEPF-5, available at www.iepf.gov.in, by following the procedure as prescribed in Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii)the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all the shareholders, bankers, suppliers, regulatory and other government authorities for their assistance, co-operation and confidence reposed in your Company. Your Directors also extend their deep sense of appreciation to the employees of the Company.

For and on behalf of the Board of Directors

S. C. Agarwalla Subodh Agarwalla

Place: Kolkata Chairman & Managing Director Whole-time Director & CEO

Date: 30 April 2018 DIN: 00088384 DIN: 00339855

Mar 31, 2017

Dear Shareholders,

The Directors have the pleasure in presenting the 32^nd Annual Report on the business and operations of the Company and the Financial Statement for the Financial Year ended 31^st March, 2017.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended 31^st March, 2017 is summarized below:

(Rs, in Lakh)

Financial Results	2016-17	2015-16
Sales & Other Income	136263.26	115480.14
Gross Profit	28750.86	11901.82
Less: Depreciation	2523.31	2329.22
Profit Before Taxes	26227.55	9572.60
Less: Provision for Taxation:
For Current Tax	5703.84	2049.11
For Deferred Tax	755.00	1673.72
For MAT Credit Entitlement	-	(2049.11)
For Short/(Excess) Provision for Earlier Years	-	(4.16)
Profit After Taxes	19768.71	7903.04
Add: Profit brought forward from previous year	33179.32	28726.18
Add: Received from Transferor Company	-	(1109.57)
Balance available for appropriation	52948.03	35519.65
Appropriation
Interim Dividend on Equity Shares	-	582.23
Tax on Dividend	-	118.53
Transfer to General Reserve	3000.00	750.00
Adjustment for Amalgamation	-	889.57
Balance retained in Statement of Profit & Loss	49948.03	33179.32
	52948.03	35519.65

OUTLOOK

The Global Economy has fared better in 2016 as compared to 2015. The Global activity is slowly on an upward trajectory with some degree of uncertainty that continues to cloud optimistic outlook, especially over the medium term. World growth is expected to rise from 3.1% to 3.6% during the period 2016 to 2018. The overall global macro-economic situation looks far better than previous year.

The steel industry across the globe continues to witness challenging times. Over capacity, weak demand, dumping of steel at insatiable prices by some countries & volatile input prices are matters of concern. According to the World Steel Association, the global steel demand will increase by 1.3% in 2017 and 0.9% in 2018.

India continues to be the fastest growing major economy in the world and is expected to become the worldâs fifth largest economy in 2017. The reform initiatives (Demonetization and GST) are expected to move the Indian economy to a less cash trajectory, increased tax compliance and reduce the threats from counterfeit currency. Growth is expected to gain strength derived from deep structural reforms implemented by Indian Government and robust demand.

Given the current stage of development of the Indian economy the steel demand in India will witness significant growth in future with its stable government, strong reforms, rising infrastructure spend & robust consumption demand. While the Steel sector in India is financially stressed presently, the Government of India has outlined its intent for ensuring long-term viability of the sector through the recently announced National Steel Policy 2017 to improve steel manufacturing capacity to 300 million tonnes by 2030.

STATE OF COMPANY''S AFFAIRS AND OPERATIONS

The financial result of 2016-17 is our best-ever results to date. Fiscal 2016-17 has been yet another landmark year with robust performance for your Company as it continues to enhance its performance with resultant higher turnover and improved profitability. During the year the Company achieved a growth of 4% in volume terms and 17% in value terms with superior product range, technology up gradation and better capacity utilization. The substantial increase in EBITDA and PAT were partly due to rebounding of the metal industry since Q3, powers subsidies announced by various governments and stabilization of raw material prices in Q4. Our performance helped us to strengthen our balance sheet with significant improvement in our key ratios. While your Company continues on the path of pursuing growth, it is essential to build a robust organization, capable of swept off any challenges that it may have to face.

Your Company achieved a staggering growth during the year 2016-17 as the total revenue increased to Rs,136263.26 Lakh from Rs,115480.14 Lakh in 2015-16, registering a growth of about 18%. Profit Before Tax stood at Rs,26227.55 Lakh and Profit after tax stood at Rs,19768.71 Lakh in the year 201617 as compared to Rs,9572.60 Lakh and Rs,7903.04 Lakh, respectively in the year 2015-16 resulting in a growth of about 174% and 150%, respectively.

The Wind Mill division of the Company has achieved sales of Rs,214.05 Lakh and is operating satisfactorily.

Further information on the Business Overview, Outlook and State of the Affairs of the Company is discussed in detail in the Management Discussion & Analysis Report.

There was no change in the nature of business of the Company during the year 2016-17.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THE REPORT

None

SHARE CAPITAL

The Authorized Share Capital and Paid-up Share Capital of the Company as on 31^st March, 2017 were Rs,8000.00 Lakh and Rs,2911.15 Lakh, respectively. During the year under review, the Company has not granted any employees stock options. The Company has neither issued any shares with differential voting rights nor sweat equity shares. As at 31 ^st March, 2017, none of the Directors of the Company hold any convertible instrument of the Company.

DIVIDEND

Based on the Companyâs performance, the Directors are pleased to recommend for approval of the members a dividend of Rs,2.50 per equity share of Rs,10.00 each (i.e. 25%) for the financial year 2016-17, to be paid on total equity shares of the Company. The dividend on the equity shares, if approved by the shareholders, may involve an outflow of Rs,727.79 Lakh towards dividend and Rs,148.16 Lakh towards dividend tax, resulting in a total outflow of Rs,875.95 Lakh.

The dividend which remained unpaid or unclaimed for a period of 7 years has been transferred by the Company to the Investors Education and Protection Fund (IEPF) of the Central Government.

RESERVES

Your Company proposes to transfer an amount of Rs,3000.00 Lakh to General Reserve for the year ended 31^st March, 2017.

PROMOTER

During the year under review, the Members at their Extra-Ordinary General Meeting held on 7^th February, 2017 accorded their consent to re-classify the status of Mr. B. K. Agarwalla (one of the promoters of the Company) and all individuals and entities identified as Promoter Group due to relation with him; from ''Promoter and Promoter Groupâ category to ''Publicâ category. Subsequently, the necessary approval from the designated stock exchange was also obtained in this regard.

Consequently, the Board of Directors at its meeting held on 30^th March, 2017, identified Mr. S. C. Agarwalla as the "Promoter" of the Company within the meaning of the Companies Act, 2013 as well as the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

DIRECTORS & KEY MANAGERIAL PERSONNEL Non-Executive Directors & Independent Directors

The Board of Directors of the Company (the Board) at its meeting held on 10^th November, 2016 appointed Mr. P. K. Venkatramani (DIN: 05303022) as an Independent Director for a period of 5 years with effect from 10^th November, 2016 up to 9^th November, 2021. Subsequently, the Members of the Company at their Extra-Ordinary General Meeting held on 7^th February, 2017 approved his appointment as such.

Further, the Board also at the said meeting appointed Mr. Parasanta Chattopadyay (DIN: 06968122) as an Additional Director. He holds office up to the date of ensuing Annual General Meeting.

The Board at its meeting held on 30^th March, 2017 appointed Mr. Ashok Bhandari (DIN: 00012210), as an Additional Director. He holds office up to the date of ensuing Annual General Meeting. Subsequently, the Board at its meeting held on 9^th May, 2017 appointed him, as an Independent Director for a period of 5 years with effect from 9^th May, 2017 up to 8^th May, 2022. His appointment as an Independent Director is subject to approval of Members at the ensuing Annual General Meeting.

The Company has received Notices pursuant to Section 160 of the Companies Act, 2013 along with the amount of requisite deposit from a Member signifying his intention to propose the appointment of Mr. Parasanta Chattopadyay and Mr. Ashok Bhandari, as the Directors of the Company.

Mr. Shrigopal Jhunjhunwala (DIN: 00081429) (Independent Director) tendered his resignation from Directorship of the Company with effect from 10^th February, 2017. The Board placed on record its sincere appreciation for the valuable services rendered by him during his tenure as a Director of the Company for more than 15 years.

Executive Directors and Key Managerial Personnel

The Members at their 31 ^st Annual General Meeting had ratified: a) the re-appointment of Mr. B. K. Agarwalla (DIN: 00129140) as the ''Chairman cum Whole-time Directorâ;

b) the re-appointment of Mr. S. C. Agarwalla (DIN: 00088384) as the ''Managing Director & Chief Executive Officerâ; c) the re-appointment of Mr. Subodh Agarwalla (DIN: 00339855) as the ''Whole-time Director & Chief Operating Officerâ and

d) the appointment of Mr. Aditya Agarwalla (DIN: 00140683) as the ''Whole-time Director and the Chief Financial Officerâ of the Company; for a period of 3 (three) years commencing from 1^st April, 2016.

However, Mr. B. K. Agarwalla tendered his resignation from directorship of the Company and his tenure as the Chairman cum Whole-time Director was pre-concluded with effect from 4^th January, 2017. The Board noted that his association with the Company since incorporation has benefited the progress of the Company enormously by virtue of his rich experience and insights of the industry and unanimously placed on record its sincere appreciation for the valuable services rendered and guidance given by him during his association with the Company for over quarter of a Century.

Consequent upon vacancy caused by resignation of Mr. B. K. Agarwalla as the ''Chairman cum Whole-time Directorâ, the Board at its meeting held on 30^th March, 2017 elevated Mr. S. C. Agarwalla, Managing Director and Chief Executive Officer as the ''Chairman and Managing Directorâ and Mr. Subodh Agarwalla, Whole-time Director and Chief Operating Officer as the ''Whole-time Director and Chief Executive Officerâ with effect from 30^th March, 2017. Their elevation is subject to approval of Members at the ensuing Annual General Meeting.

Mr. Aditya Agarwalla tendered his resignation from Directorship of the Company with effect from 30^th September, 2016 and consequently his tenure as the ''Whole-time

Director and Chief Financial Officerâ was pre-concluded. Subsequently, the Board elevated Mr. Sudhanshu Agarwalla, President of the Company as the ''President and Chief Financial Officerâ of the Company.

Mr. Rajesh K. Shah continues to hold office as the Company Secretary of the Company in terms of Section 203 of the Companies Act, 2013.

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. S. C. Agarwalla (DIN: 00088384) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board recommends for the approval of appointment/ re-appointment of the aforesaid Directors at the ensuing Annual General Meeting. The brief details of the Directors to be appointed/re-appointed are given in the Notice convening the ensuing Annual General Meeting.

EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Board has carried out the annual performance evaluation of each Independent and Non-Independent Director, its committees and its own performance based on the criteria laid down in the Remuneration Policy of the Company and the Nomination and Remuneration Committee has also carried out the performance evaluation of every Director of the Company.

Further, during the year under review the Independent Directors of the Company carried out the evaluation of (i) the performance of Non-Independent Directors and the Board as a whole, (ii) the Chairman of the Company, and (iii) the quality, content and timelines of flow of information between the Management and the Board.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2016-17, 6 (six) meetings of the Board were convened, held and concluded. The details of the Board Meetings have been furnished in the Report on Corporate Governance forming part of this Directorsâ Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

The details of the following committees of the Board are given in the Report on Corporate Governance forming part of this Directorsâ Report.

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Stakeholders Relationship Committee,

4. Risk Management Committee, and

5. Corporate Social Responsibility Committee.

REMUNERATION POLICY

The Remuneration Policy of the Company is attached to the Report on Corporate Governance forming part of this Directorsâ Report.

VIGIL MECHANISM

The Vigil Mechanism established by the Company empowers the directors and employees and other concern to report their genuine concerns relating to the Company and provides for adequate safeguards against victimization who uses such mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases. The Audit Committee has been empowered to review the functioning of the Vigil Mechanism. The copy of the Policy is available at the Companyâs website ''www. maithanalloys.comâ.

RISK MANAGEMENT

Business risks exist for every enterprise having national and international exposure. The Company has a Risk Management Policy to control and minimize the risk factors of the Company and is being implemented by the Risk Management Committee. A brief detail on the Risk Management and the key business risks identified by the Company and its mitigation plans are provided at Page No. 24 of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2016-17, your Company has been able to spend the mandatory 2% of the average net profits of the three immediately preceding financial years on various Corporate Social Responsibility (CSR) activities. The expenditure has been carried out mainly in the areas of Education, Women Empowerment, Health Care. All the allocations & expenditures were in accordance with Schedule VII of the Companies Act, 2013 and CSR Policy of the Company. The CSR Policy of the Company is available at the Companyâs website ''www.maithanalloys.comâ.

The Annual Report on CSR activities in prescribed form as approved by the CSR Committee is annexed herewith as Annexure-''Aâ.

DEPOSITS

Your Company did not accept any deposit from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 during the year 2016-17 and as such, no amount of principal, interest, unpaid or unclaimed deposit remained unpaid or unclaimed or was outstanding as on the Balance Sheet date.

CREDIT RATING

Your Companyâs credit rating continues to be "CARE A " for its long-term bank facilities and "CARE A1 " for short-term bank facilities as assigned by CARE, indicating strong capacity for timely payment of its debt obligations and carries the lowest possible credit risk.

FINANCIAL REVIEW

For detailed financial review kindly refer to the Management Discussion and Analysis Report which forms part of this Annual Report.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The internal control systems of the Company are brought under regular review and evaluations in consultation with the internal auditors. The Companyâs internal control systems are commensurate with the Companyâs size and nature of business of the Company, enabling it to safeguard assets, prevent and detect frauds as well as other irregularities. The Internal Audit is conducted periodically across all locations by firms of Chartered Accountants who verify and report on the efficiency and effectiveness of internal controls.

CASH FLOW STATEMENT

In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Financial Statement contains the Cash Flow Statement for the year 2016-17, forming part of the Annual Report.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

There are two subsidiaries of the Company namely Anjaney

Minerals Limited and AXL-Exploration Private Limited The Company had no material subsidiary(ies) or Joint Ventures or Associate Companies during the year 2016-17.

The "Policy on ''Materialâ Subsidiary" is available on the website of the Company. The link for the said policy is ''http://maithanalloys.com/wp-content/uploads/2017/07/ policies/05.Policy%20on%20Material%20Subsidiary.pdfâ.

None of the Companies have become/ceased to be the Companyâs subsidiary, Joint Ventures or Associate Companies during the year 2016-17.

HIGHLIGHTS OF PERFORMANCE OF EACH OF THE SUBSIDIARIES

In accordance with Section 136 of the Companies Act, 2013, the audited financial statement, including the consolidated financial statement and related information of the Company and the audited accounts of each of its subsidiaries are available on Companyâs website ''www.maithanalloys.comâ. The annual accounts of the subsidiary companies are available for inspection by any shareholder on any working day during the business hours at the registered office of the Company. The said documents shall be made available on receipt of a written request from the shareholders of the Company.

Anjaney Minerals Limited

The Company is exploring various opportunities for acquiring mines. During the year 2016-17 the Company has earned Rs,5.92 Lakh as Other Income however, suffered a loss of Rs,317.08 Lakh.

AXL-Exploration Private Limited

The Company has made an application to the government authorities for renewal of its mining lease and necessary approval thereon is awaited. During the year 2016-17 the Company has suffered a loss of Rs,34.16 Lakh.

CONSOLIDATED FINANCIAL STATEMENT

The Company has prepared a Consolidated Financial Statement of the Company and all of its subsidiaries pursuant to the provisions of Section 129 of the Companies Act, 2013. The Consolidated Financial Statement of the Company along with its subsidiaries for the year ended 31^st March, 2017 forms part of this Annual Report.

AUDITORS'' REPORT

The Auditorsâ Report read along with notes on accounts is self-explanatory and therefore, do not calls for any further comment. The Auditorsâ Report does not contain any qualification.

STATUTORY AUDITORS

D. K. Chhajer & Co., Chartered Accountants (Firm Registration No. 304138E), were appointed as the statutory auditors of your Company at the 29^th Annual General Meeting of the Company to hold office till the conclusion of the 32^nd Annual General Meeting of the Company. In terms of Section 139(2) of the Companies Act, 2013 their tenure as the Statutory Auditors has to be concluded at the ensuing Annual General Meeting

Consequently, the Board has recommended the appointment of M Chaudhary & Co., Chartered Accountants (Firm Registration No: 302186E) as the statutory auditors of the Company in their place, for a term of five consecutive years, from the conclusion of the 32^nd Annual General Meeting of the Company scheduled to be held in the year 2017 till the conclusion of the 37^th Annual General Meeting to be held in the year 2022, for approval of shareholders of the Company, based on the recommendation of the Audit Committee.

The Company has received a certificate from the M Chaudhary & Co. to the effect that their appointment, if made, shall be in compliance with the provisions of Sections 139 and 141 of the Companies Act, 2013. They hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Necessary resolution seeking approval of the members for appointment of M Chaudhary & Co. as the statutory auditors has been incorporated in the Notice convening the 32^nd Annual General Meeting.

COST AUDITORS

The Board has re-appointed S. K. Sahu & Associates, Cost

Sl. No.	Name	Designation	\| Ratio of remuneration	% increase in remuneration
1	Mr. S. C. Agarwalla	Chairman & MD	436.31	148.81%
2	Mr. Subodh Agarwalla	WTD& CEO	336.08	139.44%
3	Mr. Sudhanshu Agarwalla^A	President & CFO	N.A.	622.92%
4	Mr. Rajesh K. Shah	Company Secretary	N.A.	19.22%

N.A. = Not Applicable

^A Mr. Sudhanshu Agarwalla, President was elevated as "President and Chief Financial Officer" with effect from 10^th November, 2016.

Accountants (Registration No.: 100807) as the Cost Auditor and fixed their remuneration for auditing the cost records of the Company for the financial year 2017-18. Their remuneration is subject to the approval of shareholders at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 and Rules framed there under, the Board has re-appointed J. Patnaik & Associates, Company Secretaries (Certificate of Practice No.: 3102), to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report as submitted by J. Patnaik & Associates, Company Secretaries for the financial year 2016-17 is annexed herewith as Annexure-''Bâ.

There are no qualifications in the said Secretarial Audit Report given by them and therefore, does not call for any further comment.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return of the Company as on the financial year ended 31^st March, 2017 in prescribed Form MGT-9 is annexed herewith as Annexure-''Câ.

MANAGERIAL REMUNERATION

(a) (i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year; and

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

Ratio of remuneration and percentage increase in remuneration of Mr. B. K. Agarwalla, Chairman cum Whole-time Director and Mr. Aditya Agarwalla, Whole time Director and Chief Financial Officer are not provided as they were associated with the Company only for the part of the year.

The Non-Executive Directors including Independent Directors of the Company are entitled to sitting fee only within the statutory limits provided under the Companies Act, 2013. The details of remuneration of each Non-Executive Director have been provided in the Report on Corporate Governance. The ratio of remuneration and percentage increase in remuneration of Non- Executive Directors are not comparable and therefore not considered for the above purpose.

(b) the percentage increase in the median remuneration of employees in the financial year -

The median remuneration of the employees in the financial year 2016-17 was increased by 17.39%.

There were 586 employees as on 31^st March, 2017 on the pay roll of the Company.

The average percentage increase in the salaries of employees other than the managerial personnel during the financial year 2016-17 was 19.07% and that of managerial personnel was 144.12%.

The managerial personnel are entitled to remuneration partly by way of fixed remuneration being monthly remuneration and partly by way of variable remuneration being a percentage on the profit of the Company, whereas the majority of employees other than the managerial personnel are paid by way of fixed remuneration only. The increase in the remuneration of non-managerial employees depends upon various factors like industry standards, cost of living and individual performance of the employee during the year.

(e) affirmation that the remuneration is as per the remuneration policy of the company -

It is hereby affirmed that the remuneration paid during the year 2016-17 is as per the Remuneration Policy of the Company.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(14) of the Companies Act, 2013 it is hereby confirmed that neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission from any subsidiary of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

None

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

(i) Details of Loans: The Company has granted advances to its subsidiaries. Please refer to Notes 19 & 39 to the Standalone Financial Statement.

(ii) Details of Investments: Please refer to Note 13 & 15 to the Standalone Financial Statement.

(iii) Details of Guarantees given or Securities provided: The Company has not given any guarantee or provided any security in connection with a loan to any other body corporate or persons, during the year 2016-17.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company always strives to enter into transactions with its related parties in the course of business at armâs length basis and the management believes that related party transactions are on armâs length basis as explained under Section 188 of the Companies Act, 2013.

The particulars of contract or arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain armâs length transactions under third proviso thereto in prescribed Form AOC-2 is annexed herewith as Annexure-''Eâ.

The policy on materiality of related party transactions and also on dealing with related party transactions is uploaded on the website of the Company and we blink for the same is ''http://maithanalloys.com/wp-content/ uploads/2017/07/policies/04.Material%20Related%20

Party%20Transaction%20Policy.pdfâ.

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

The statement containing the necessary information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed herewith as Annexure-''Fâ.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has not received any complaint nor is any complaint pending at the beginning or end of the financial year 2016-17.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance and a certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance, is annexed herewith as Annexure-''Gâ and Annexure-''Hâ, respectively.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of financial conditions and results of operations of the Company for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given as a separate statement in this Annual Report from Page No. 20 to 25 and forms part of this Directorsâ Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

For and on behalf of the Board of Directors

S. C. Agarwalla Subodh Agarwalla

(Chairman and (Whole-time Director and

Place: Kalyaneshwari Managing Director) Chief Executive Officer)

Date: 9^th May, 2017 (DIN: 00088384) (DIN: 00339855)

Mar 31, 2015

Dear Members,

The Directors have the pleasure in presenting the 30th Annual Report on the business and operations of the Company and the Financial Statements For the Financial Year ended 31st March , 2015.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended 31st March, 2015 is summarized below:

(Rs. in Lac)

2014-15 2013-14

Financial results

Sales & Other Income 88,782 81,829

Gross profit 6,762 3,522

Less : Depreciation 338 581

Profit before taxes 6,424 2,941

Less : Provision for taxation:

For Income Tax 1,848 620

For Deferred Tax 212 (2)

For earlier years/MAT credit entitlement (789) 25

Profit after taxes 5,153 2,298

Add: Profit brought forward from previous 24,924 23,166 year

Balance available for appropriation 30,077 25,464

Appropriation

Proposed dividend on equity shares 582 291

Income tax on proposed dividend 119 49

Transfer to General Reserve 650 200

Balance retained in Statement of 28,726 24,924 Profit & Loss 30,077 25,464

OUTLOOK

The Economy has shown signs of improvement and there is an anticipation of growth in infrastructure development, allocation of telecom spectrum, deregulation of diesel prices and various initiatives by government for driving the economic growth. The support from external economic factors like sharp plunge in crude oil prices thereby reducing the oil import bill has got the national deficit current account in check. Falling oil prices, lower food and commodity prices has lowered the inflation in 2014-15.

The economic activity is expected to increase in the year 2015-16 as the trend of lower economic growth appears to have bottomed out. The present Government's initiatives to boost development and reforms are expected to drive the medium term and long term growths. For the year 2015, the economy is expected to grow at a higher rate than in 2014.

STATE OF COMPANY'S AFFAIRS AND OPERATIONS

Fiscal 2014-15 has been yet another landmark year with robust performance for your Company as it continues to enhance its performance with resultant higher turnover and improved profitability. The Company has made marked progress in financial as well as operational performance in Financial Year 2014-15. While your Company continues on the path of pursuing growth, it is essential to build a robust organisation capable of facing any challenges it may have to face.

During the year 2014-15, the total revenue increased to Rs. 88,782 Lac from Rs. 81,829 Lac in 2013-14, registering a growth of 8.5%. Profit before tax stood at Rs. 6,424 Lac and Profit after tax stood at Rs. 5,153 Lac in the year 2014-15 as compared to Rs. 2,941 Lac and Rs. 2,298 Lac respectively in the year 2013-14 resulting in a growth of 118% and 124% respectively.

The Wind Mill division of the Company has achieved sales of Rs. 189 Lac as against Rs. 196 Lac in the previous year.

Further information on the Business overview, outlook and State of the affairs of the Company is discussed in detail in the Management Discussion & Analysis Report.

There was no change in the nature of business of the Company during the year 2014-15.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THE REPORT

The Board of Directors at its meeting held on 26th May, 2015 has approved the Scheme of Amalgamation of Anjaney Alloys Limited, a wholly owned subsidiary of the Company (engaged in manufacturing of Ferro Alloys) with the Company in view of the commonality of business interests and the synergetic linkages and also to derive the advantages of horizontal integration of operations of both the Companies.

The Amalgamation will enable consolidation of the activities of both the Companies, with pooling of resources and efficient utilization thereof, greater economies of scale, reduction in expenses and improvement in various operating parameters.

The Board of Directors at its meeting held on 26th May, 2015 has also considered and approved issue of bonus shares in the proportion of one equity share for every one equity share of the Company held by the members of the Company as on a record date to be determined by the Board of Directors. The bonus issue of equity shares is subject to approval of the shareholders through postal ballot and any other applicable statutory and regulatory approvals.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March, 2015 was Rs. 14,55,57,750/-. During the year under review, the Company has not granted any employees stock options. The Company has neither issued any shares with differential voting rights nor sweat equity shares. As on 31st March, 2015, none of the Directors of the Company hold any convertible instrument of the Company.

The Board of Directors at its meeting held on 26th May, 2015, increased the Company's Authorized Share Capital from Rs. 15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore Fifty Lac) Equity Shares of Rs. 10/- each to Rs. 30,00,00,000/- (Rupees Thirty Crore only) divided into 3,00,00,000 (Three Crore) Equity Shares of Rs. 10/- each by creation of further 1,50,00,000 (One Crore Fifty Lac) Equity Shares of Rs. 10/- each. The increase in Authorized Share Capital is subject to necessary approval of shareholders of the Company.

The Board of Directors, at the said meeting also announced the issue of bonus equity shares, subject to the approval of the shareholders, in the proportion of one Equity Share of the Company of Rs. 10/- each (to be credited as fully paid) for every one Equity share of the Company held by the members of the Company on the record date to be determined by the Board of Directors. This will result in issue of additional 1,45,55,775 equity shares of Rs. 10/- each and consequently the paid-up equity share capital of the Company will stand increased to Rs. 29,1 1,15,500/- consisting of 2,91,11,550 equity shares of Rs.10/- each upon allotment of Bonus shares (excluding forfeiture amount of Rs. 31,475/-).

The shareholders' approval will be accorded for increase in Authorized Share Capital and Issue of Bonus Shares by passing of resolutions through Postal Ballot pursuant to the provisions of Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014.

DIVIDEND

Based on the Company's performance, the Directors are pleased to recommend for approval of the members a dividend of Rs. 2/- per equity share of Rs. 10/- each (i.e. @ 20%) for the financial year 2014-15 to be paid on post bonus total equity shares of the Company. The dividend on the equity shares, if approved by the shareholders, may involve an outflow of Rs. 582.23 Lac towards dividend and Rs. 118.52 Lac towards dividend tax, resulting in a total outflow of Rs. 700.75 Lac.

RESERVES

The Board proposes to carry Rs. 650 Lac to General Reserve during the year ended 31st March, 2015.

DIRECTORS

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Sri B K Agarwalla (DIN: 00129140) and Sri S C Agarwalla (DIN: 00088384) retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Company has passed necessary resolutions vide Postal Ballot, result of which was declared on 8th January, 2015 amending the terms and conditions of appointment of Sri B K Agarwalla (DIN: 00129140), Chairman and Whole- time Director of the Company, Sri S C Agarwalla (DIN: 00088384), Managing Director and Chief Executive Officer (CEO) of the Company and Sri Subodh Agarwalla (DIN: 00339855), Whole-time Director and Chief Operating Officer (COO) of the Company to the effect that their office shall be subject to retirement by rotation.

Additional Director

The Board of Directors has appointed Smt Kalpana Biswas Kundu (DIN - 07006341), as an Additional Director (Category - Professional Non-Executive Director) of the Company with effect from 8th November, 2014, in terms of Section 161 of the Companies Act, 2013. Appointment of Smt Kalpana Biswas Kundu also meets the criteria of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with respect to woman director.

Smt Kalpana Biswas Kundu was formerly associated with State Bank of India and holds a B.A (Hons) in Economics & M.A. (Economics) degrees from Calcutta University. She jointed State Bank of India as Probationary Officer in the year 1979 and has worked in almost all core areas of banking sector including Bank Audit, Loan department, Credit Analysis, Sanction department, High Value Credit, etc. during her career spanning over three decades.

As an Additional Director she holds office upto the date of the ensuing Annual General Meeting. The Board recommends her appointment as a Director of the Company, liable to retire by rotation. Your Company has received an intimation from Smt Kalpana Biswas Kundu that she is not disqualified to be appointed as a Director under Section 164(2) of the Companies Act, 2013.

Further, your Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013 proposing the candidature of Smt Kalpana Biswas Kundu for the office of Director.

Further details about the directors to be appointed /re- appointed are given in the Notice convening the ensuing Annual General Meeting.

Independent Directors

The Board of Directors at its meeting held on 27th May, 2014 has appointed Sri RajKumar Agarwal (DIN: 00128944), Sri Shrigopal Jhunjhunwala (DIN: 00081429), Sri Nand Kishore Agarwal (DIN: 00378444), Sri Biswajit Choudhuri (DIN: 00149018) and Sri Vikash Kumar Jewrajka (DIN: 01495403) as Independent Directors pursuant to the provisions of Section 149 of the Companies Act, 2013 for a period of 5 years with effect from 29th Annual General Meeting of the Company. Subsequently the shareholders at the 29th Annual General Meeting held on 22nd September, 2014 accorded their consent to the appointment of said Independent Directors for a period of 5 years i.e. upto 21st September, 2019.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

KEY MANAGERIAL PERSONNEL

Sri S C Agarwalla was appointed as the Managing Director & Chief Executive Officer (CEO) of the Company since 1st April, 2011, with the approval of the shareholders in accordance with the erstwhile provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement. He continues to be the Managing Director & CEO of the Company.

Sri Aditya Agarwalla was designated as the Chief Financial Officer (CFO) of the Company since 21st June, 2010, in accordance with Clause 49 of the Listing Agreement. The Board of Directors has re-appointed him as the CFO of the Company pursuant to the applicable provisions of Section 203 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year 2014-15.

Sri Rajesh K Shah continues to hold office of Company Secretary (CS) as appointed pursuant to the erstwhile provisions of the Companies Act, 1956.

None of the Directors and Key Managerial Personnel has resigned during the year 2014-15.

EVALUATION

The performance evaluation of Non-Independent Directors and the Board/Committee as a whole has been carried out by the Independent Directors at their separate meeting held during the year 2014-15.

The Board of Directors has also carried out the annual performance evaluation of each independent and non-independent director, its committees and its own performance based on the criteria laid down by the Nomination and Remuneration Committee. The performance evaluation criteria have been provided in the Report on Corporate Governance, which forms part of this Directors' Report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the financial year 2014-15, four meetings of the Board of Directors were convened, held and concluded. The details of Board Meetings are given in the Report on Corporate Governance forming part of this Directors' Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEE OF THE BOARD OF DIRECTORS

The details including composition, terms of reference, etc. of following committees of the Board of Directors of the Company are given in the Report on Corporate Governance forming part of this Directors' Report.

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Stakeholders Relationship Committee,

4. Risk Management Committee, and

5. Corporate Social Responsibility Committee.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The details of Remuneration Policy is given in the Report on Corporate Governance forming part of this Directors' Report.

VIGIL MECHANISM

The Board of Directors has established a Vigil Mechanism Policy of the Company as recommended by Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 read with rules framed thereunder and Clause 49(II) of the Listing Agreement. The Vigil Mechanism empowers directors and employees to report their genuine concerns relating to the Company and provides for adequate safeguards against victimization who use such mechanism and also provides for direct access to the chairperson of the Audit Committee in exceptional cases. The Audit Committee has been empowered to review the functioning of the Vigil Mechanism. The details of the Policy is available at the Company's website:www. maithanalloys.com.

RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. A statement on Risk Management and the key business risks identified by the Company and its mitigation plans are also provided at page no 20 of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year the Company has constituted a Corporate Social Responsibility Committee pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The Board of Directors on the recommendation of CSR Committee has approved the CSR Policy for the Company. As part of its initiatives under CSR, the Company proposes to undertake projects mainly in the areas of Education, Livelihood, Rural Development, Health, Water and Sanitation. These projects are largely in accordance with Schedule VII of the Companies Act, 2013. The CSR Policy is available at the Company's website:www. maithanalloys.com.

The details including composition, terms of reference, etc. of CSR committee of the Board of Directors of the Company are given in the Report on Corporate Governance forming part of this Directors' Report and hence not repeated here for the sake of brevity.

The Annual Report on CSR Activities including contents of CSR policy in prescribed form is annexed herewith as Annexure-'A'.

DEPOSITS

Your Company did not accept any deposit from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 during the year 2014-15 and as such, no amount of principal, interest, unpaid or unclaimed deposit remained unpaid or unclaimed or was outstanding as on the Balance Sheet date.

CREDIT RATING

Your Company's rating continues to be "CARE A " for its long-term bank facilities. Short-term bank facilities continues to enjoy "CARE A1" rating indicating strong capacity for timely payment of short-term debt obligations and carry the lowest possible credit risk.

FINANCIAL REVIEW

For detailed financial review kindly refer to the Management Discussion and Analysis Report which forms part of this Directors' Report.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The internal control systems of the Company are brought under regular review and evaluations in consultation with the internal auditors. The Company's internal control systems are commensurate with the Company's size and nature of business of the Company, enabling it to safeguard assets, prevent and detect frauds as well as other irregularities. The Internal Audit is conducted periodically across all locations by firms of Chartered Accountants who verify and report on the efficiency and effectiveness of internal controls.

The Management is responsible for the Company's internal financial control over financial reporting and the financial reporting process. The Audit Committee reviews the internal financial control over financial reporting to ensure that the accounts of the Company are properly maintained in accordance with the prevailing laws and regulations.

SUBSIDIARY COMPANIES

There are three subsidiaries of the Company namely Anjaney Alloys Limited, Anjaney Minerals Limited and AXL- Exploration Pvt. Ltd. None of the company has become or ceased to be the Company's subsidiary during the year 2014-15. The Board of Directors has adopted "POLICY ON 'MATERIAL' SUBSIDIARY". The said policy is available on the website of the Company and link for same is http:// maithanalloys.com/uploadFiles/content_files/POLICY%20 ON%20MATERIAL%20SUBSIDIARY.pdf

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

SUBSIDIARY COMPANIES

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and the audited accounts of each of its subsidiaries are available on Company's website www. maithanalloys.com.

The annual accounts of the subsidiary companies are available for inspection by any shareholder at the registered office of the Company on any working day during business hours. The annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company on receipt of a written request from such shareholders.

ASSOCIATES AND JOINT VENTURE COMPANIES

The Company do not have any Associate or Joint Venture Companies. None of the company has become or ceased to be Company's Joint Ventures or Associates during the year 2014-15.

A Statement containing salient features of the financial statement of subsidiaries/ associate companies/ joint ventures of the Company is given in Annexure-'B'.

CASH FLOW STATEMENT

The Cash Flow Statement for the year 2014-15, in terms of Clause 32 of the Listing Agreement with the Stock Exchanges has been given along with the Balance Sheet and Statement of Profit and Loss of the Company forming part of Annual Financial Statement.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has prepared a consolidated financial statement of the Company and all of its subsidiaries pursuant to the provisions of Section 129 of the Companies Act, 2013 read with Accounting Standard 21 i.e. Consolidated Financial Statements as notified under Rule 7 of the Companies (Accounts) Rules, 2014. The Consolidated Financial Statement of the Company along with its subsidiaries for the year ended 31st March, 2015 forms part of this Annual Report.

AUDITOR'S REPORT

The Auditor's Report read along with notes on accounts is self-explanatory and therefore, do not call for any further comment. The Auditor's Report does not contain any qualification.

STATUTORY AUDITORS

M/s. D. K. Chhajer & Co., Chartered Accountants (Firm Registration no. 304138E), were appointed as the Statutory Auditors of your Company in the 29th Annual General Meeting to hold office till the conclusion of the 32nd Annual General Meeting of the Company subject to the ratification of their appointment by the members at every subsequent Annual General Meeting till the conclusion of their tenure. The Company has received a certificate from the said auditors to the effect that they satisfy the criteria provided in Section 141 of the Companies Act, 2013 and their appointment continue to be within the prescribed limits as required under the Companies Act, 2013.

Your Directors recommend for the ratification of their appointment and to fix their remuneration at the ensuing Annual General Meeting.

COST AUDITORS

The Central Government has approved the appointment of M/s. S K Sahu & Associates, Cost Accountants (Registration No. 100807) as the Cost Auditor of the Company for the financial year ended 31st March, 2015 for auditing the cost records relating to the Company's products i.e. electricity (generated through the wind mill), ferro alloys and slag.

The Cost Audit Report for the year 2013-14 was required to be filed electronically in XBRL mode with the Ministry of Corporate Affairs, Government of India, within 180 days from the end of financial year, i.e. 27th September, 2014. The Cost Audit Report of the Company for the year 2013-14 was filed by the Cost Auditor, electronically in XBRL mode on 27th September, 2014 i.e. within the time limit prescribed under the law.

The Board of Directors has reappointed M/s. S K Sahu & Associates, Cost Accountants (Registration No. 100807) as the Cost Auditor for auditing the cost records of the Company for the financial year 2015-16. Their remuneration is subject to the approval of shareholders at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s J. Patnaik & Associates, a firm of Company Secretaries in Practice (Certificate of Practice no. 3102) to conduct the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year 2014-15 is annexed herewith as Annexure-'C'. The Secretarial Audit Report does not contain any qualification and therefore, do not call for any further comment.

EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return of the Company as on the financial year ended 31st March, 2015 in prescribed Form MGT-9 is annexed herewith as Annexure-'D'.

MANAGERIAL REMUNERATION

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures and other details are as follows:

(a) (i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; and

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

Sl Name of Director Designation Ratio of No. remuneration

1 Sri B K Agarwalla Chairman cum WTD 244.16

2 Sri S C Agarwalla MD and CEO 205.94

3 Sri Subodh Agarwalla WTD and COO 161.78

4 Sri Aditya Agarwalla Chief Financial Officer N.A.

5 Sri Rajesh K Shah Company Secretary N.A.

Sl Name of Director % increase No. in remuneration

1 Sri B K Agarwalla 96.58%

2 Sri S C Agarwalla 139.51%

3 Sri Subodh Agarwalla 167.37%

4 Sri Aditya Agarwalla 206.67%

5 Sri Rajesh K Shah 5.66%

The Non-Executive Directors including Independent Directors of the Company are entitled to sitting fee only within the statutory limits provided under the Companies Act, 2013. The details of remuneration of each Non-Executive Director has been provided in the Report on Corporate Governance . The ratio of remuneration and percentage increase in remuneration of Non- Executive Directors are not comparable and therefore not considered for the above purpose.

(b) the percentage increase in the median remuneration of employees in the financial year -

The median remuneration of the employees in the financial year 2014-15 was increased by 10.09%.

(c) the number of permanent employees on the rolls of company -

There were 367 employees as on 31st March, 2015 on the pay roll of the Company.

(d) the explanation on the relationship between average increase in remuneration and company performance -

The average increase in the remuneration of the employees during the year 2014-15 was 13.68%. The increase in remuneration of employees depends on various factors like industry standards, cost of living and individual performance of the employee. The revenue of the Company increased by 8.50% i.e. from Rs. 81,829 Lac in the year 2013-14 to Rs. 88,782 Lac in the year 2014-15 and the Profit after tax increased by 124.24% i.e. from Rs. 2,298 Lac in the year 2013-14 to Rs. 5,153 Lac in the year 2014-15.

(e) comparison of the remuneration of the Key Managerial Personnel against the performance of the company-

The increase in remuneration of Sri S C Agarwalla, MD and CEO was 139.51%, Sri Aditya Agarwalla, Chief Financial Officer was 206.67% and Sri Rajesh K Shah, Company Secretary was 5.66%; whereas in 2014-15 the revenue increased to Rs. 88,782 Lac from Rs. 81,829 Lac in 2013-14 registering a growth of 8.5%. Profit before tax stood at Rs. 6,424 Lac and Profit after tax stood at Rs. 5,153 Lac in the year 2014-15 as compared to Rs. 2,940 Lac and Rs. 2,298 Lac respectively in the year 2013-14 resulting in a growth of 118.50% and 124.24% respectively.

(f) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current FY and previous FY and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer-

The quoted price of shares of Maithan Alloys Limited as on 31st March, 2014 was Rs. 64.45 at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and as on 31st March, 2015 was Rs. 201.90 at BSE and Rs. 201.70 at NSE. The Market capitalisation of the Company as on 31st March, 2014 was Rs. 93.82 Crore and as on 31st March, 2015 was Rs. 293.73 Crore and the variation is Rs. 199.91 Crore.

There was no trading in the shares of the Company at The Calcutta Stock Exchange Limited (CSE) during the year 2014-15.

The Earning Per Share (EPS) of the Company as on 31st March, 2014 was Rs. 15.79 and as on 31st March, 2015 was Rs. 35.40.

The price earnings ratio as at the closing date of the previous financial year 2013-14 and current financial year 2014-15 was [64.45/15.79] = 4.08 and [201.90/35.40]=5.70 . The variation is of 1.62.

The percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer is not applicable since the Company came out with its first public offer at par in the year 1997-1998.

(g) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration-

The average percentage increase in the salaries of employees other than the managerial personnel during the financial year 2014-15 was 12.27% and that of managerial person was 134.50%.

The managerial persons are entitled to remuneration partly by way of fixed remuneration being monthly remuneration and partly by way of variable remuneration being a percentage on the profit of the Company, whereas the employees other than the managerial personnel are paid by way of fixed remuneration only. The increase in the remuneration of non-managerial employees depends upon various factors like industry standards, cost of living and individual performance of the employee during the year.

(h) comparison of each remuneration of the Key Managerial Personnel against the performance of the company-

The comparison of remuneration of each of the Key Managerial Personnel against the performance of the Company is as under:

Particulars % Increase in Profit before Tax for the year 2014-15

Sri S C Agarwalla (Managing Director & CEO) 118.50%

Sri Aditya Agarwalla ( CFO) 118.50%

Sri Rajesh K Shah (CS) 118.50%

Particulars % Increase in Profit % increase in after Tax for the remuneration year 2014-15 during the year 2014-15

Sri S C Agarwalla (Managing 124.24% 139.51% Director & CEO) 124.24% 206.67% Sri Aditya Agarwalla ( CFO) 124.24% 5.66% Sri Rajesh K Shah (CS)

(i) The key parameters for any variable component of remuneration availed by the directors-

The variable components are being paid to the Executive Directors. The Non-Executive Directors including independent directors are not entitled to any remuneration other than sitting fees. The key parameters for the variable component of remuneration availed by the Executive Directors are considered by the Nomination and Remuneration Committee based on the overall performance of the Company and the overall limit of remuneration set by the members at the time of their appointment.

(j) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year-

Not applicable.

(k) affirmation that the remuneration is as per the remuneration policy of the company-

It is hereby affirmed that the remuneration paid during the year 2014-15 is as per the Remuneration Policy of the Company.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) & (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of every employee of the Company, who are in receipt of remuneration of sixty lakh rupees or more during the year or five lakh rupees or more per month; or in excess of the remuneration that is drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, two percent or more of the equity shares of the Company is as under:

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

None

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

(i) Details of Loans: The Company has granted advances to its subsidiaries. Please refer to Notes 18 & 36 to the Standalone Financial Statement.

(ii) Details of Investments: Please refer to Note 12 & 14 to the Standalone Financial Statement.

(iii) Details of Guarantees: Please refer to Note 32.01 (d) to the Standalone Financial Statement.

(iv) Details of Securities Provided: The Company has not provided any security during the year 2014-15.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company always strives to enter into transactions with its related parties in the course of business at arm's length basis and the management believes that related party transactions are on arm's length basis as explained under Section 188 of the Companies Act, 2013.

The particulars of contract or arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto in prescribed Form AOC-2 is annexed herewith as Annexure- 'E'.

The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and link for same is http://maithanalloys.com/index.php?id=38&pid=34.

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

The statement containing the necessary information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed herewith as Annexure-'F'.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

The Company has not received any complaint, nor any complaint is pending at the beginning or end of the financial year 2014-15.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Section on Corporate Governance and a certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated, forms part of this Directors' Report as Annexure-'G'.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of financial conditions and results of operations of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in this Annual Report at page no. 16 to 20 and forms part of this Directors Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all shareholders, bankers, suppliers, regulatory and other government authorities for their assistance, co-operation and confidence reposed in your Company. Your Directors also extend their deep sense of appreciation to the employees of the Company.

For and on behalf of the Board of Directors

B K Agarwalla S C Agarwalla (Chairman & Whole- time Director) (Managing Director & CEO) (DIN:00129140) (DIN:00088384)

Place: Kalyaneshwari Date: 26th May, 2015

Mar 31, 2014

Dear Members,

The Directors have the pleasure of submitting the 29th Annual Report on the Company''s business and operations, together with the audited statements and accounts of the Company for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended 31st March, 2014 is summarised below:

Rs. in lac 2013-14 2012-13

Financial results

Sales & Other Income 81,829 86,285

Gross profit 3,522 6,097

Less : Depreciation 581 654

Profit before taxes 2,941 5,443

Less : Provision for taxation:

For Income tax 620 1,092

For Deferred tax (2) (20)

For Earlier years 25 -

Profit after taxes 2,298 4,371

Add: Profit brought forward from previous year 23,167 19,586

Balance available for appropriation 25,465 23,957

Appropriation

Proposed dividend on equity shares 291 291

Income tax on proposed dividend 49 49

Transfer to General Reserve 200 450

Balance retained in Profit & Loss A/c 24,925 23,167

25,465 23,957

OPERATIONS AND OUTLOOK

During the year under review, the total revenue decreased to Rs. 81,829 lac from Rs. 86,285 lac in 2012-2013 registering a decline of 5.44%. The production went down by 10.77% due to change in product mix. Profit before tax stood at Rs. 2,942 lac and profit after tax stood at Rs. 2,299 lac in the year 2013-14 as compared with Rs. 5,443 lac and Rs. 4,371 lac in the year 2012-13, respectively. This has resulted in decrease in profit before tax by 45.95% and profit after tax by 47.40%. Earnings per share stood at Rs. 15.79 as compared to Rs. 30.02 per share in the previous year.

The windmill division of the Company achieved sales of Rs. 196 lac as against Rs. 193 lac in the previous year.

DIVIDEND

Based on the Company''s performance, the Directors are pleased to recommend for approval of the members a dividend of Rs. 2.00 per share (i.e. @ 20%) on 1,45,55,775 Equity Shares of Rs. 10 each of the Company for the financial year 2013-14. The dividend on the Equity Shares, if approved by the shareholders, would involve an outflow of Rs. 291 lac towards dividend and Rs. 49 lac towards dividend tax, resulting in a total outflow of Rs. 340 lac.

CREDIT RATING

Your Company''s rating continues to be ''CARE A '' for its long-term bank facilities. Short-term bank facilities continue to enjoy ''CARE AT rating indicating strong capacity for timely payment of short-term debt obligations and the lowest possible credit risk.

PUBLIC DEPOSITS

Your Company did not accept any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 during the year 2013-14 and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

FINANCE REVIEW

For a detailed review of the Company''s financial state kindly refer to the Management Discussion and Analysis section covered under the Corporate Governance report that forms part of this Annual Report.

INSURANCE

The Company''s assets continue to remain adequately insured against risks of fire, riots, earthquake and other risks.

DIRECTORS

Sri P K Venkatramani, Director of the Company will retire by rotation, at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

In compliance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Sri Nand Kishore Agarwal, Sri Raj Kumar Agarwal, Sri Shrigopal Jhunjhunwala, Sri Biswajit Choudhuri and Sri Vikash Kumar Jewrajka as Independent Directors, not liable to retire by rotation for a term up to a period of five consecutive years commencing from 22nd September, 2014. Details of the proposal of appointment of said Directors are mentioned in Explanatory Statement to the Notice of the ensuing Annual General Meeting.

The Company has received declaration from all the Independent Directors of the Company confirming that they are in compliance with the criteria of Independence as prescribed under Sub-section (6) of Section 149 of the Companies Act, 2013. None of the Director of the Company suffers any disqualification as provided under Section 164(2) of the Companies Act, 2013

SUBSIDIARY COMPANIES

In view of general exemption from the applicability of Section 212 of the Companies Act, 1956 granted by the Ministry of Corporate Affairs vide its General Circular no.2/2011 dated 8th February 2011, the Annual Report of the subsidiary companies have not been annexed.

The annual accounts of the subsidiary companies are available for inspection by any shareholder at the registered office of both the holding and the subsidiary companies on any working day during business hours. The annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies on receipt of a written request from such shareholders. The consolidated Balance Sheet also comprises the following information for each subsidiary:-(a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard 21 on Consolidated Financial Statements read with Accounting Standard 23 on Accounting for Investments in Associates issued by the Institute of Chartered Accountants of India, your Directors have the pleasure in attaching the Consolidated Financial Statements, which form a part of this Annual Report.

AUDITOR''S REPORT

The Auditor''s Report read along with notes on accounts is self-explanatory and therefore, do not call for any further comment.

STATUTORY AUDITORS

M/s. D. K. Chhajer & Co., Chartered Accountants, the Auditors of your Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend for their reappointment at the ensuing Annual General Meeting.

COST AUDITORS

The Central Government has approved the appointment of M/s. S K Sahu & Associates, Cost Accountants (Registration No. 100807) as the Cost Auditor of the Company for the financial year ended 31st March, 2014 for auditing cost records relating to the Company''s products, electricity (generated through the wind mill), ferro alloys and slag.

The cost audit report for the year 2012-13 was required to be filed electronically in XBRL mode to the Ministry of Corporate Affairs, Government of India, within 180 days from the end of financial year, i.e. 27th September, 2013. The cost audit report of the Company for the year 2012-213 was filed by the Cost Auditor, electronically in XBRL mode on 27th September, 2013 i.e. within the time limit prescribed under the law.

The Board of Directors has reappointed M/s. S K Sahu & Associates, Cost Accountants as the Cost Auditor of the Company for auditing the cost records of the Company for the financial year 2014-15. Their remuneration is subject to the approval of shareholders at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Directors hereby confirm:

i) That in the preparation of the annual accounts for the financial year ended 31st March 2014, the applicable accounting standards were followed along with proper explanation relating to material departures;

ii) That the Directors selected such accounting policies and applied them consistently and made judgments and estimates 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 and of the profit or loss of the Company for the year under review;

iii) That the Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance and a certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated, form part of the Annual Report.

Management Discussion and Analysis of financial conditions and results of operations of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in this Annual Report.

INDUSTRIAL RELATIONS AND PERSONNEL

The relation between the management and employees is very cordial and the plant is running smoothly with their co-operation. Information under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given below:

SI. Name (Age Qualification Date of Designation No. (years) and reappointment/ (Nature of duties) experience appointment (in years)

1 Sri B KAgarwalla 67 B.Com. 1st April, 2011 Chairman & Whole Time 47 years Director (To manage the overall affairs of the Company)

2 Sri S CAgarwalla 63 B.Com. 1st April, 2011 Managing Director & CEO 44 years (To manage the affairs of the Company on a day-to- day basis)

3 Sri Subodh 36 MBA, 1st April, 2011 Whole Time Director & Agarwalla B.Tech. COO 13 years (To look after the Company''s manufacturing activities)

4 Sri A Agarwalla 39 MBA 23rd July, 2008 CFO 15 years (To look after the Company''s financial _ activities)

Name Gross Last Remuneration employment (Rs.) held (designation)

Sri B KAgarwalla 1,17,00,000 None

Sri S C Agarwalla 81,00,000 None

Sri Subodh Agarwalla 57,00,000 None

Sri A Agarwalla 45,00,000 None

Notes:

1. Sri S C Agarwalla is father of Sri Subodh Agarwalla.

2. All appointments of the above employees are contractual.

CASH FLOW STATEMENT

The cash flow statement for the year under reference in terms of Clause 32 of the Listing Agreement with the Stock Exchanges is annexed hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The statement containing the necessary information as required under Section 217(1) (e) of the Companies Act,

1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto. This Annexure forms a part of this report.

ACKNOWLEDGMENT

Your Directors take this opportunity to thank all shareholders, bankers, suppliers, regulatory and other government authorities for their assistance, co-operation and confidence reposed in your Company. Your Directors also extend their deep sense of appreciation to the employees of the Company.

By order of the Board,

Kalyaneshwari (S C Agarwalla) (B KAgarwalla) 27th May, 2014 Managing Director Chairman

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in submitting the 28th Annual Report on the business and operations, together with the audited statements of accounts of the Company for the year ended 31 March 2013.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended 31st March, 2013 is summarized below:

(Rs. in lacs)

Financial results 2012-13 2011-12

Sales & Other Income 86285 64516

Gross profit 6097 6950

Less : Depreciation 654 729

Profit before taxes 5443 6221

Less : Provision for taxation:

For Income tax 1092 1479

For Deferred tax (20) (19)

For Earlier years 56

Profit after taxes 4371 4705

Add: Profit brought forward from previous year 19587 15620

Balance available for appropriation 23958 20325

Appropriation

Proposed dividend on equity shares 291 291

Income tax on proposed dividend 49 47

Transfer to General Reserve 450 400

Balance retained in Profit & Loss A/c 23168 19587

23958 20325

OPERATIONS AND OUTLOOK

Global prospects have not improved much during the year 2012-13. The road to recovery in the advanced economies have remained uncertain. Economic activity is expected to gradually accelerate, following a weak start to 2013, with the

United States in the lead. In emerging markets and developing economies, activity has already picked up steam. In the short term, risks mainly relate to developments in the euro area, including uncertainty about the fallout from events in Cyprus and politics in Italy as well as vulnerabilities in the periphery. In the medium term, the key risks relate to adjustment fatigue, insufficient institutional reform, and prolonged stagnation in the euro area as well as high fiscal deficits and debt in the United States and Japan.

Indian Economic growth is likely to accelerate in the range of 6 % to 6.5 % during financial year 2013- 2014 on account of domestic demand, strong savings and investment rate. However, India''s strong dependence on external and short- term debts for financing current account deficit remains a key concern for economic recovery.

During the year under review, the total revenue increased to Rs. 86,285 lacs from Rs. 64,516 lacs in 2011-2012 registering a growth of 34%. Profit before tax stood at Rs.5,443 lacs and profit after tax stood at Rs. 4,371 lacs in the year 2012-13 as compared with Rs. 6,221 lacs and Rs. 4705 lacs in the year 2011-2012, respectively. This has resulted in decrease in profit before tax by 12% and profit after tax by 7%. The production went up by 33% due to change in product mix.

The windmill division of the Company has achieved sales of Rs.193 lacs as against Rs.207 lacs in the previous year.

DIVIDEND

Based on the Company''s performance, the Directors are pleased to recommend for approval of the members a dividend of Rs.2 per share (i.e@ 20%) on 1,45,55,775 equity shares of Rs. 10 each of the Company for the financial year 2012-13. The dividend on the equity shares, if approved by the shareholders, would involve an outflow of Rs.291 lacs towards dividend and Rs. 49 lacs towards dividend tax, resulting in a total outflow of Rs. 340 Lacs.

CREDIT RATING

Your Company''s rating continues to be ''CARE A '''' for its long term bank facilities. Short Term Bank facilities continues to enjoy ''CARE A1'''' rating indicating strong capacity for timely payment of short term debt obligations and carry lowest credit risk.

PUBLIC DEPOSITS

Your Company did not accept any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

FINANCE REVIEW

For detailed financial review kindly refer to management discussion and analysis covered under Corporate Governance report which forms part of this annual report.

INSURANCE

The Company''s assets continue to be adequately insured against the risk of fire, riot, earthquake and other risks.

DIRECTORS

Sri Vikash Kumar Jewrajka and Sri Raj Kumar Agarwal will retire by rotation, at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. All the Directors of the Company are in compliance with the provisions of Section 274(1)(g) of the Companies Act, 1956.

The necessary information in respect of the Directors seeking reappointment as per Clause 49 of the Listing Agreement is given in the Notice of the ensuing Annual General Meeting.

Sri P K Venkatramani was appointed as an Additional Director in terms of Section 260 of the Companies Act, 1956, by the Board of Directors at its meeting held on 29th June, 2012 and subsequently shareholders, at their Annual General Meeting held on 21st September, 2012 appointed him as a Director of the company. Board of Directors also appointed him as a member of Investors'' Grievances and Share Transfer Committee of the Board of Directors of the Company with effect from 11th February, 2013.

The Board of Directors at its meeting held on 14th May, 2012 accepted the resignation tendered by Sri M L Satnaliwala for health reasons. Consequently, he also ceased to be Chairman and member of Audit Committee of the Board of Directors of the Company. Further, Sri Aditya Agarwalla also tendered his resignation from the office of whole time director and accordingly ceased to be the whole time director of the Company w.e.f. 15th March, 2013. Consequently, he also ceased to be a member of Investors'' Grievances and Share Transfer Committee of the Board of Directors of the Company. However, he continues to be Chief Financial Officer of the company.

SUBSIDIARY COMPANIES

Anjaney Alloys Limited a subsidiary company has became ''wholly owned subsidiary company'' of Maithan Alloys Limited during the year 2012-13 consequent upon acquisition of 1,53,75,000 Equity shares of Rs. 10/- each by Maithan Alloys Limited.

In view of general exemption from the applicability of section 212 of the Companies Act, 1956 granted by the Ministry of Corporate Affairs vide its General Circular no.2/2011 dated 8th February 2011, the Annual Report of Subsidiary Companies are not annexed.

The annual accounts of the subsidiary companies are available for inspection by any shareholders in the Registered office of both holding and subsidiary companies on any working day during the business hours. The annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies on receipt of written request from such shareholders. The consolidated balance sheet also comprises the following information for each subsidiary:-(a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard 21 on Consolidated Financial Statements read with Accounting Standard 23 on Accounting for Investments in Associates issued by the Institute of Chartered Accountants of India, your Directors have the pleasure in attaching the Consolidated Financial Statements, which form a part of this annual report.

AUDITOR''S REPORT

The Auditor''s Report read along with Notes on Accounts is self-explanatory and therefore, does not call for any further comment under Section 217(3) of the Companies Act, 1956.

STATUTORY AUDITORS

M/s. D. K. Chhajer & Co., Chartered Accountants, the Auditors of your Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend for their reappointment at the ensuing Annual General Meeting.

COST AUDITORS

The Central Government has approved the appointment of M/s. S K Sahu & Associates, Cost Accountants as the Cost

Auditor of the Company for the financial year ended 31st March, 2012 for auditing cost records relating to company''s products, electricity (generated through wind mill), ferro alloys and slag. The Cost Audit Report for the year 2011-2012 was required to be filed electronically in XBRL mode with Ministry of Corporate Affairs, Government of India, within 180 days from the end of financial year, i.e. 27th September, 2012. However, the same was extended to 28th February, 2013 by Ministry of Corporate Affairs, Government of India. The Cost Audit Report of the Company for the year 2011-2012 was filed by the Cost Auditor electronically in XBRL mode on 28th February, 2013 i.e. within the extended time limit. The Company has re-appointed M/s. S K Sahu & Associates, Cost Accountants as the Cost Auditor of the Company for auditing the cost records of the Company for the financial year ended 31st March, 2013 with the approval of Central Government.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Directors hereby confirm:

i) That in the preparation of the annual accounts for the financial year ended 31 March 2013, the applicable accounting standards were followed along with proper explanation relating to material departures;

ii) That the Directors selected such accounting policies and applied them consistently and made judgments and estimates 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 and of the profit or loss of the Company for the year under review;

iii) That the Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31 March 2013 on a ''going concern'' basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance and

a certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated, form part of the annual report.

Management discussion and analysis of financial conditions and results of operations of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the stock exchanges, is given as a separate statement in this annual report.

INDUSTRIAL RELATIONS AND PERSONNEL

The relation between the management and employees is very cordial and the plant is running smoothly with their co-operation. Information u/s 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules, 1975 is given below:

CASH FLOW STATEMENT

The cash flow statement for the year under reference in terms of Clause 32 of the Listing Agreement with the stock exchange is annexed hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The statement containing the necessary information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto. This Annexure forms a part of this report.

ACKNOWLEDGMENT

Your Directors take this opportunity to thank all shareholders, bankers, suppliers, regulatory and other government authorities for their assistance, co-operation and confidence reposed in your Company. Your Directors also extend their deep sense of appreciation to the employees of the Company.

By order of the Board,

Kalyaneshwari (B K Agarwalla) (S C Agarwalla)

24th May, 2013 Chairman Managing Director

Mar 31, 2012

The Directors have pleasure in submitting the 27th Annual report on the business and operations, together with the audited statements of accounts of the Company for the year ended 31st March 2012.

Financial Highlights

The financial performance of the Company for the year ended 31st March 2012 is summarised below:

(Rs. in lacs)

2011-12 2010-11

Financial results

Sales & Other Income 64,516 61,491

Gross profit 6,950 10,670

Less : Depreciation 729 1,021

Profit before taxes 6,221 9,649

Less : Provision for taxation:

For Income Tax 1,479 2,450

For Deferred Tax (19) (84)

For earlier years 56 Ã

Profit after taxes 4,705 7,283

Add: Profit brought forward from previous year 15,620 9,274

Balance available for appropriation 20,325 16,558

Appropriation

Proposed dividend on equity shares 291 291

Income tax on proposed dividend 47 47

Transfer to general reserve 400 600

Balance retained in Profit & Loss A/c 19,587 15,620

20,325 16,558

Operations and Outlook

The global economy witnessed lower growth during 2011-12, resulting primarily from the Euro Zone debt crisis and rising unrest in the Middle East and North Africa. The European economies stagnated and the US witnessed a downgrade in its credit rating, while the growth engines of the other leading economies continuing to suffer from low growth and the resultant adverse impact on demand for most products and services. Additionally, civil unrest in Libya and the tsunami in Japan posed further challenges.

India's growth was clouded with persistent double-digit inflation and power shortages. The infrastructure, skill development and resources remains largely insufficient and ill-adapted to the needs of business. Despite of these odds and a challenging environment, the fiscal 2011-12 has been yet another year with a healthy performance for your Company. This achievement was mainly supported by combination of export and domestic sales of ferro alloys. During the year under review, the total revenue increased to Rs. 64,516 lacs from Rs. 61,491 lacs in 2010-11, registering a growth of 5%. Profit before tax stood at Rs. 6,225 lacs and profit after tax stood at Rs. 4,705 lacs in 2011-12 as compared with Rs. 9,649 lacs and Rs. 7,283 lacs in 2010-11, respectively. The production went up marginally by 1%.

The power cost which jumped by 42% squeezed the profit margins. Further, due to increase in coal prices, power production cost of captive power plant in Byrnihat, Meghalaya unit has gone up.

The windmill division of the Company achieved sales of Rs. 207 lacs as against Rs. 185 lacs in the previous year.

Dividend

Based on the Company's performance, the Directors are pleased to recommend for approval of the members a dividend of Rs. 2 per share (i.e@ 20%) on 1,45,55,775 equity shares of Rs. 10 each of the Company for the financial year 2011-12. The dividend on the equity shares, if approved by the shareholders, would involve an outflow of Rs. 291.11 lacs towards dividend and Rs. 47.23 lacs towards dividend tax, resulting in a total outflow of Rs. 338.34 lacs.

Credit Rating

Your Company's rating has been upgraded from "CARE A" to "CARE A " for its long-term bank facilities. Short-term bank facilities continues to enjoy "CARE A1" rating indicating strong capacity for timely payment of short-term debt obligations and carry lowest credit risk.

Public Deposits

Your Company did not accept any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Finance Review

For detailed financial review kindly refer to management discussion and analysis covered under Corporate Governance report which forms part of this annual report.

Insurance

The Company's assets continue to be adequately ensured against the risk of fire, riot, earthquake and other risks.

Directors

Mr. Biswajit Choudhuri and Mr. Shrigopal Jhunjhunwala will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. All the Directors of the Company are in compliance with the provisions of Section 274(1)(g) of the Companies Act, 1956.

Mr. P. K. Venkatramani who was appointed as an Additional Director in terms of Section 260 of the Companies Act, 1956, by the Board of Directors at its meeting held on 29th June, 2012, is liable to retire at the ensuing Annual General Meeting. The Company received Notice under Section 257 of the Companies Act, 1956, proposing candidature of Mr. P. K. Venkatramani as Director of the Company.

The necessary information in respect of the Directors seeking reappointment as per Clause 49 of the Listing Agreement is given in the Notice of the ensuing Annual General Meeting.

During the current year, the Board of Directors at its meeting held on 14th May 2012 accepted the resignation tendered by Mr. M. L. Satnaliwala for health reasons. Consequently, he also ceased to be Chairman and member of Audit Committee of the Board of Directors of the Company.

Subsidiary Companies

In view of general exemption from the applicability of section 212 of the Companies Act, 1956 granted by the Ministry of Corporate Affairs vide its General Circular no.2/2011 dated 8th

February 2011, the Annual Report of Subsidiary Companies are not annexed.

The annual accounts of the subsidiary companies are available for inspection by any shareholders in the Registered office of both holding and subsidiary companies on any working day during the business hours. The annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies on receipt of written request from such shareholders. The consolidated balance sheet also comprises the following information for each subsidiary:- (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

Consolidated Financial Statements

In accordance with the Accounting Standard 21 on Consolidated Financial Statements read with Accounting Standard 23 on Accounting for Investments in Associates issued by the Institute of Chartered Accountants of India, your Directors have the pleasure in attaching the Consolidated Financial Statements, which form a part of this annual report.

Auditor's Report

The Auditor's Report read along with Notes on Accounts is self- explanatory and therefore, does not call for any further comment under Section 217(3) of the Companies Act, 1956.

Statutory Auditors

M/s. D. K. Chhajer & Co., Chartered Accountants, the Auditors of your Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend for their reappointment at the ensuing Annual General Meeting.

Cost Auditors

The Board of Directors pursuant to the provision of Section 233B of the Companies Act, 1956 read with Order No. 52/26/CAB-2010 dated 2nd May, 2011 issued by Government of India, Ministry of Corporate Affairs; had appointed M/s. S K Sahu & Associates, Cost Accountants as the Cost Auditor of the Company for auditing the cost records of the Company.

Directors Responsibility Statement Pursuant to Section 217(2AA) of the Companies Act, 1956

The Directors hereby confirm:

i) That in the preparation of the annual accounts for the financial year ended 31st March 2012, the applicable accounting standards were followed along with proper explanation relating to material departures

ii) That the Directors selected such accounting policies and applied them consistently and made judgments and estimates 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 and of the profit or loss of the Company for the year under review

iii) That the Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities

iv) That the Directors prepared the accounts for the financial year ended 31st March 2012 on a 'going concern' basis

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance and a certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated, form part of the annual report.

Management discussion and analysis of financial conditions and results of operations of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the stock exchanges, is given as a separate statement in this annual report.

Industrial Relations and Personnel

The relation between the management and employees is very cordial and the plant is running smoothly with their co-operation. Information u/s 217(2A) of the Companies Act 1956 - read with Companies (Particulars of Employees) Rules, 1975 as amended is given below.

Cash Flow Statement

The cash flow statement for the year under reference in terms of Clause 32 of the Listing Agreement with the stock exchange is annexed hereto.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The statement containing the necessary information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto. This Annexure forms a part of this report.

Acknowledgment

Your Directors take this opportunity to thank all shareholders, bankers, suppliers, regulatory and other government authorities for their assistance, co-operation and confidence reposed in your Company. Your Directors also extend their deep sense of appreciation to the employees of the Company.

For and on behalf of the Board

Kalyaneshwari (S C Agarwalla) (Subodh Agarwalla)

29 June 2012 Managing Director Wholetime Director

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in submitting the 26th Annual report on the business and operations, together with the audited statements of accounts of the Company for the year ended 31 March 2011.

Financial Highlights

The financial performance of the Company for the year ended 31 March 2011 is summarised below: (Rs. in lacs) 2010-11 2009-10 Financial results

Sales & Other Income 61,491 49,316

Gross profit 10,670 5,593

Less : Depreciation 1,021 1,198

Profit before taxes 9,649 4,395

Less : Provision for taxation:

For Income Tax 2,450 966

For Deferred Tax (84) 405

Profit after taxes 7,283 3,024

Add: Profit brought forward from previous year 9,274 6,621

Balance available for appropriation 16,558 9,645

Appropriation

Proposed dividend on equity shares 291 146

Income tax on proposed dividend 47 25

Transfer to general reserve 600 200

Balance retained in Profit & Loss A/c 15,620 9,274

16,558 9,645

Operations and Outlook

Fiscal 2011 has been yet another landmark year with robust performance. Your Company made marked progress in financial as well as operational performance. This achievement was mainly supported by better realisations coupled with volume growth.

During the year under review, the total revenue increased to Rs. 61,491 lacs from Rs. 49,316 lacs in 2009-10 registering a growth of 25%. Profit before tax stood at Rs. 9,649 lacs and profit after tax stood at Rs. 7,283 lacs in the year 2010-11 as compared with Rs. 4,395 lacs and Rs. 3,024 lacs in the year 2009-10, respectively. This has resulted in increase in profit before tax by 119% and profit after tax by 140%. The production went up by 7% from 76,451 MT to 81,604 MT. Export sales sho wed an increase from Rs.17,538 lacs to Rs. 25,487 lacs, a growth of 45%. The windmill division of the Company has achieved sales of Rs.185 lacs as against Rs. 216 lacs in the previous year.

GovernmentÃs thrust on infrastructure development is showing continuous increasing demand of steel resulting in proportionate increase in domestic demand of ferro alloys. Your Company has been able to create a good export market for its products covering countries across the world. There is constant endeavour by your Company for increasing the share in existing international markets and entering new countries.

Dividend

Based on the Company's performance, the Directors are pleased to recommend for approval of the members a dividend of Rs. 2 per share (i.e. @20%) on 1,45,55,775 equity shares of Rs.10 each of the Company for the financial year 2010-11. The Dividend on the equity shares, if approved as above, would involve an outflow of Rs. 291.11 lacs towards dividend and Rs. 47.23 lacs towards dividend tax, resulting in a total outflow of Rs. 338.34 lacs.

Credit Rating

Your Company continues to enjoy the rating as ÃCARE AÃ for its long term bank facilities and ÃPR1Ã for its Short Term Bank facilities. ÃCARE AÃ rating indicates adequate safety for timely servicing of debt obligations. ÃPR1Ã rating indicates strong capacity for timely payment of short term debt obligations and carry lowest credit risk.

Re-classification of authorised share capital and issue of bonus shares

The Board of Directors at its meeting held on 28 April 2010, re-classified the CompanyÃs Authorised Share Capital by converting the redeemable preference share capital portion of Rs. 5,00,00,000 (Rs. five crore) into Equity Share Capital. Thus, after re-classification the Authorised Share Capital of the Company is Rs. 15,00,00,000 (Rs. fifteen crore) divided into 1,50,00,000 (one crore fifty lacs) Equity Shares of Rs. 10 each.

The Board of Directors, at the said meeting also recommended issue of bonus equity shares, subject to the approval of the shareholders, in proportion to one bonus equity share of the Company of Rs. 10 each for every two equity shares of the Company held by the members of the Company and the same were allotted on 21 June 2010. This resulted in issue of additional 48,51,925 equity shares of Rs. 10 each and consequently the paid-up equity share capital of the Company stand increased to Rs. 14,55,57,750 consisting of 1,45,55,775 equity shares of Rs.10 each (excluding forfeiture amount of Rs. 31,475).

The shareholdersÃ approval was accorded by passing of resolution by Postal Ballot pursuant to the provisions of Section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 for re-classification of Authorised Share Capital and issue of bonus shares, the result of which was announced on 9 June 2010 by the Chairman Shri B. K. Agarwalla. Both the resolutions were declared as Ãcarried unanimouslyÃ.

Public Deposits

Your Company did not accept any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Finance Review

For detailed financial review kindly refer to management discussion and analysis covered under Corporate Governance report which forms part of this annual report.

Insurance

The CompanyÃs assets continue to be adequately insured against the risk of fire, riot, earthquake and other risks.

Directors

Sri Raj Kumar Agarwal and Sri Nand Kishore Agarwal will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. All the Directors of the Company are in compliance with the provisions of Section 274(1)(g) of the Companies Act, 1956.

The necessary information in respect of the Directors seeking reappointment as per Clause 49 of the Listing Agreement is given in the Notice of the ensuing Annual General Meeting.

During the year, the Board of Directors at its meeting held on 3 February 2011 reappointed Sri B. K. Agarwalla as Chairman and Whole time Director, Sri S. C. Agarwalla as Managing Director and CEO and Sri Subodh Agarwalla as Whole time Director and COO of the Company for a period of five years, with effect from 1 April 2011. The shareholders have also accorded their approval for the said appointments by passing the resolution through postal ballot process the result of which was announced on 25 March 2011.

Subsidiary Companies

Particulars relating to the subsidiary companies as required under Section 212 of the Companies Act, 1956, are annexed and form part of this report.

Consolidated Financial Statements

In accordance with the Accounting Standard 21 on Consolidated Financial Statements read with Accounting Standard 23 on Accounting for Investments in Associates issued by the Institute of Chartered Accountants of India, your Directors have the pleasure in attaching the Consolidated Financial Statements, which form a part of this annual report.

AuditorÃs Report

The AuditorÃs Report read along with Notes on Accounts are self-explanatory and therefore, does not call for any further comment under Section 217(3) of the Companies Act, 1956.

Statutory Auditors

M/s. D. K. Chhajer & Co., Chartered Accountants, the Auditors of your Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend for their reappointment at the ensuing Annual General Meeting.

Directors Responsibility Statement Pursuant to Section 217(2AA) of the Companies Act, 1956

The Directors hereby confirm:

i) That in the preparation of the annual accounts for the financial year ended 31 March 2011, the applicable accounting standards were followed along with proper explanation relating to material departures;

ii) That the Directors selected such accounting policies and applied them consistently and made judgments and estimates 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 and of the profit or loss of the Company for the year under review;

iii) That the Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the CompanyÃs assets and for preventing and detecting fraud and other irregularities;

iv) That the Directors prepared the accounts for the financial year ended 31 March 2011 on a Ãgoing concernÃ basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance and a certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated, form part of the annual report.

Management discussion and analysis of financial conditions and results of operations of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the stock exchanges, is given as a separate statement in this annual report.

Industrial Relations and Personnel

The relation between the management and employees is very cordial and the plant is running smoothly with their co-operation. Information u/s 217(2A) of the Companies Act 1956 - read with Companies (Particulars of Employees) Rules, 1975 as amended is given below.

Particulars of Employees in Terms of Section 217(2A) of the Companies Act, 1956

Sl. Name Age Qualification Date of No. (Ye & Experience Reappointment/ ars in years appointment/

1 Sri B. K. Agarwalla 65 B.Com. 1 April 2006 44 years 2 Sri S. C. Agarwalla 60 B.Com. 1 April 2006 41 years

3 Sri Subodh Agarwalla 33 MBA, B.Tech. 1 July 2006 10 years

4 Sri Aditya Agarwalla 36 MBA 23 July 2008 12 years

Name Designation Gross Last employment ( Nature of Remuneration held Duties) (Rs.) (Designation)

Sri B. K. Chairman and Rs. 225 lacs None Agarwalla Whole time Director (To Ma nage the overall affairs of the Company)

Sri S. C. Managing Rs. 183 lacs None Agarwalla Director & CEO (To manage the affairs of the Company on day to day basis)

Sri Subodh Whole time Rs. 120 lacs None Agarwalla Director & COO (To look after the CompanyÃs manufacturing activities)

Sri Aditya Whole time Rs. 102 lacs None Agarwalla Director & CFO (To look after the Company's finance activ ities)

Notes: 1. Sri S. C. Agarwalla is the father of Sri Subodh Agarwalla. 2. All appointments of the above employees are contractual.

Cash Flow Statement

The cash flow statement for the year under reference in terms of Clause 32 of the Listing Agreement with the stock exchange is annexed hereto.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The statement containing the necessary information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto. This Annexure forms a part of this report.

Acknowledgment

Your Directors take this opportunity to thank all shareholders, bankers, suppliers, regulatory and other government authorities for their assistance, co-operation and confidence reposed in your Company. Your Directors also extend their deep sense of appreciation to the employees of the Company.

For and on behalf of the Board

B. K. Agarwalla Chairman

Kalyaneshwari 15 June 2011

Mar 31, 2010

The Directors have pleasure in submitting the 25th Annual Report on the business and operations, together with the audited statements of accounts of the Company for the year ended 31 March 2010.

Financial highlights

The financial performance of the Company, for the year ended 31 March 2010 is summarised below:

(Rs. in lacs) 2009-10 2008-09

Financial results

Sales and other income 49,316 65,372

Gross profit 5,593 744

Less: Depreciation 1,198 645

Profit before tax 4,395 99 Less: Provision for taxation:

For income tax 966 108

For fringe benefit tax - 6

For deferred tax 405 (30)

Prof it after taxes 3,024 14

Add: Profit brought forward from previous year 6,621 7,092

Balance available for appropriation 9,645 7,106 Appropriation

Proposed dividend

On equity shares 146 97

On preference shares - 10

Income tax on proposed dividend 25 18

Transfer to General Reserve 200 -

Transfer to Capital Redemption Reserve - 360

Balance retained in Profit & Loss A/c 9,274 6,621

9,645 7,106

- Operations and outlook During the year under review Companys total revenue was Rs. 49316 lacs. Profit before tax has increased from Rs. 99 lacs in 2008-09 to Rs. 4395 lacs in 2009-10 and Profit after tax stood at Rs. 3024 lacs in the year 2009-10. The Company earned a revenue of Rs. 216 lacs from its wind turbine generators.

The year 2009-10 has seen a turnaround in global economy, which was severely hit by recession in the previous year. Though the demand in western markets continued to be sluggish, demand in Asian markets increased significantly. The Company was quick to notice this trend and shifted its focus to Asian markets. The operating performance during the first half of the year under review was average. However the second half of the year was excellent due to steady increase in the demand and prices of manganese alloys. The Companys profitability also improved because of commencement of its Meghalaya plant during the year under review.

The Company anticipates prices of manganese ore and manganese alloys will remain stable during the year 2010-11. The Company is expecting better performance during the current financial year.

New project

The Company successfully commissioned a manganese alloys plant backed by a captive power plant at Byrnihat in Mehgalaya during the year. This enhanced your Companys manganese alloys capacity from 49 MVA to 64MVA and Captive Power Plant capacity from scratch to 15 MW.

Re-classification of authorised share capital and issue of bonus shares

The Board of Directors at its meeting held on April 28, 2010, re-classified the Companys authorised share capital by converting the redeemable preference share capital portion of Rs. 5,00,00,000 (Rs. five crore) into equity share capital. Thus, after re-classification the authorised share capital of the Company is Rs. 1 5,00,00,000 (Rs. fifteen crore) divided into 1,50,00,000 (one crore fifty lac) equity shares of Rs. 10 each.

The Board of Directors, at the said meeting, also recommended issue of bonus equity shares, subject to the approval of the shareholders, in the proportion of one bonus equity share of the Company of Rs. 10 each for every two equity shares of the Company held by the members of the Company and the same were allotted on 21 June 2010. This resulted in issue of additional 48,51,925 equity shares of Rs. 10 each and consequently the paid-up equity share capital of the Company stand increased to Rs. 14,55,57,750 consisting of 1,45,55,775 equity shares of Rs. 10 each.

The shareholders approval was accorded by passing of resolution by postal ballot pursuant to the provisions of Section 192A of the Companies Act, 1956 read with the Companies (passing of the resolution by postal ballot) Rules, 2001 for re- classification of authorised share capital and issue of bonus shares, the result of which was announced on 9 June 2010 by the Chairman Shri B. K. Agarwalla. Both the resolutions were declared as carried unanimously.

Dividend

Based on the Companys performance, the Directors are pleased to recommend for approval of the Members a Dividend of Re 1 per share (10%) on 1,45,55,775 equity shares of Rs. 10 each of the Company for the financial year 2009-10. The Dividend on the equity shares, if declared as above, would involve an outflow of Rs. 145.55 lacs towards dividend and Rs. 24.74 lacs towards dividend tax, resulting in a total outflow of Rs. 170.29 lacs.

Public: deposits

Your Company did not accept any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Financial review

For detailed financial review kindly refer to management discussion and analysis covered under Corporate Governance Report which forms part of this Annual Report.

Insurance

The Companys assets continue to be adequately insured against

the risk of fire, riot, earthquake and other risks.

Directors

Sri Shrigopal Jhunjhunwala and Sri Vikash Kumar Jewrajka will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. All the Directors of the Company are in compliance with the provisions of Section 274(1 )(g) of the Companies Act, 1956.

The necessary information in respect of the Directors seeking reappointment as per Clause 49 of the Listing Agreement is given in the Notice of the ensuing Annual General Meeting.

Subsidiary companies

Particulars relating to the subsidiary companies as required under Section 212 of the Companies Act, 1956, are annexed and form part of this Report.

Consolidated financial statements

In accordance with the Accounting Standard 21 on Consolidated Financial Statements read with Accounting Standard 23 on Accounting for Investments in Associates issued by the Institute of Chartered Accountants of India, your Directors have pleasure in attaching the Consolidated Financial Statements which form part of this Annual Report.

Auditors Report

The Auditors Report read along with Notes on Accounts is self- explanatory and therefore, does not call for any further comment under Section 217(3) of the Companies Act, 1956.

Statutory auditors

M/s. D K Chhajer & Co., Chartered Accountants, the Auditors of your Company, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend for their re-appointment at the ensuing Annual General Meeting.

Directors responsibility statement

Directors responsibility statement pursuant to Section 217(2AA) of the Companies Act, 1956

The Directors hereby confirm:-

i) That in the preparation of the annual accounts for the financial year ended 31 March 2010, the applicable accounting standards were followed along with proper explanation relating to material departures;

ii) That the Directors selected such accounting policies and applied them consistently and made judgments and estimates 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 and of the profit or loss of the Company for the year under review;

iii) That the Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors prepared the accounts for the financial year ended 31 March 2010 on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance and a Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated, form part of the Annual Report.

Management Discussion and Analysis of financial conditions and results of operations of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the stock exchanges, is given as a separate statement in this Annual Report.

Industrial relations and personnel

The relation between the management and employees is very cordial and the plant is running smoothly with their cooperation. The following employees received remuneration of Rs. 24,00,000 or more per annum (employed thought the year) or Rs. 200000 per month (employed for part of the year).

Particulars of Employees in terms of Section 217(2A) of the Companies Act, 1956

Sl. Name Age Qualification and date of

No. (Years) experience in years appointment

1. Sri B. K. Agarwalla 64 B.Com. 1 April 2006

43 years

2. Sri S. C. Agarwalla 59 B.Com. 1 April 2006

40 years

3. Sri Subodh Agarwalla 32 MBA, B.Tech. 1 July 2006

9 years

Name Designation Gross Last employment (nature of remuneration held (designation)

Sri B. K. Agarwalla Chairman and Rs. 135 lacs None

Wholetime Director (To manage the overall affairs of the Company)

Managing Sri S. C. Agarwalla Director Rs. 93 lacs None

(To manage the affairs of the Company on day to day basis)

Wholetime Sri Subodh Agarwalla Director Rs. 30 lacs None

(To look after the Companys

manufacturing

activities)

Notes:

1. Sri S. C. Agarwalla is father of Sri Subodh Agarwalla.

2. Appointments of all the above employees are contractual.

Cash flow statement

The cash flow statement for the year under reference in terms of Clause 32 of the Listing Agreement with the stock exchange is annexed hereto.

Conservation of energy, technology absorption and foreign exchange earning and outgo

The statement containing the necessary information as required under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto. This Annexure forms part of this Report.

Acknowledgment

Your Directors take this opportunity to thank all shareholders, bankers, suppliers, regulatory and other government authorities for their assistance, co-operation and the confidence reposed in your Company. Your Directors also extend their deep sense of appreciation to the employees of the Company.

By order of the Board,

B. K. Agarwalla

Chairman

Kalyaneshawari

21 June 2010

Mar 31, 2009

The Directors have pleasure in submitting the Twenty Fourth Annual Report on the business and operations, together with the audited statements of accounts of the Company for the year ended 31st March, 2009.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

2008-09 2007-08

Sales & Other Income 65372.20 38540.35

Gross profit 743.53 6631.43

Less: Depreciation 644.63 670.65

Profit before taxes 98.90 5960.78

Less : Provision for taxation:

For Income Tax 108.46 2046.00

For Fringe Benefit Tax 6.41 4.28

For Deferred Tax (30.02) (7.03)

Profit after taxes 14.05 3917.53

Add/(Less): Provision for taxation for earlier year - 89.65

14.05 4007.18

Add: Profit brought forward from previous year 7092.34 3654.34

Balance available for appropriation 7106.39 7661.52

Appropriation Proposed dividend

On equity shares 97.04 194.08

On preference shares 10.36 36.00

Income tax on proposed dividend 18.25 39.10

Transfer to General Reserve - 300.00

Transfer to Capital Redemption Reserve 360.00 -

Balance retained in Profit & Loss A/c 6620.74 7092.34

7106.39 7661.52

OPERATIONS AND OUTLOOK

During the year under review the total revenue increased to Rs.65372.20 lacs from Rs.38540.35 lacs in 2007-2008 registering a growth of 69.62%. Profit before tax stood at Rs.98.90 lacs and Profit after tax stood at Rs. 14.05 lacs in 2008-09. Wind Mill division of the Company has achieved a sales of Rs.248.82 lacs as against Rs.271.55 lacs in the previous year.

The companys operating performance during the first half of the year under review was excellent. But due to severe economic recession in the second half of the year, the Companys operations were adversely effected. There was sharp decline in the prices of Manganese Ore as also Ferro Alloys due to which the company had to suffer huge losses on inventory. Further, unprecedented depreciation of Rupee vis-a-vis US Dollar has resulted in to forex losses. The demand for Ferro Alloys has severely affected due to fall in Global steel production. The Companys profitability was severely hit by all these factors during the year under review.

Going forward, the prices have started stabilizing from the end of fourth quarter of 2008-09. While the Export demand is still very low, domestic demand is picking-up steadily. The economy is showing signs of revival. The Company is expecting better performance during the current financial year.

DIVIDEND

Your Directors are pleased to recommend a dividend of Re.1/- per equity share of Rs 10/- each. (i.e. 10% on paid up capital of the Company) and Rs.2.88 per preference share of Rs.100/- each (i.e. on prorata basis @10% on preference share capital which were redeemed during the year 2008- 09). The outgo will be Rs.113.53 lacs (including dividend tax) on account of equity shares and Rs.12.12 lacs (including dividend tax) on account of preference shares.

REDEMPTION OF PREFERENCE SHARES

During the year under review the Company has redeemed 360,000 10% non-cumulative redeemable preference shares of Rs.100/- each at a premium of Rs.50/- per share in accordance with the terms and conditions of allotment.

NEW PROJECT

The Company has successfully completed the construction of manganese alloy plant and captive power plant at Byrnihat in Meghalaya. The project was commissioned during 1st week of April, 2009, enhancing your Companys manganese based ferro alloy capacity from 49 MVA to 64 MVA and captive power capacity from scratch to 15 MW.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

FINANCE

For detailed financial review kindly refer to management discussion and analysis covered under Corporate Governance Report which forms part of this annual report.

INSURANCE

The Companys assets continue to be adequately insured against the risk of fire, riot, earthquake and other risks.

DIRECTORS

Sri Makhan Lai Satnaliwala and Sri Nand Kishore Agarwal, will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. All the Directors of the Company are in compliance with the provisions of Section 274(1 )(g) of the Companies Act, 1956.

Sri Biswajit Choudhuri who was appointed as an Additional Director in terms of Section 260 of the Companies Act, 1956, by the Board of Directors at its meeting held on 27th October, 2008, is liable to retire at the ensuing Annual General Meeting. The company has received Notice under Section 257 of the Companies Act, 1956, proposing candidature of Sri Biswajit Choudhuri as Director of the Company.

The necessary information in respect of the Directors seeking reappointment as per Clause 49 of the Listing Agreement is given in the Notice of the ensuing Annual General Meeting.

SUBSIDIARY COMPANIES

During the year under review your company has setup two new subsidiaries namely, Anjaney Alloys Limited and Anjaney Minerals Limited.

Particulars relating to the existing Subsidiary Companies as required under Section 212 of the Companies Act, 1956, are annexed and form part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard 21 on Consolidated Financial Statements read with Accounting Standard 23 on Accounting for Investments in Associates issued by the Institute of Chartered Accountants of India, your Directors have pleasure in attaching the Consolidated Financial Statements which form part of this Annual Report.

DELISTING OF SHARES

Pursuant to the authority granted by the shareholders at their 23rd Annual General Meeting held on 6th September, 2008 the company applied for voluntary delisting of its equity shares from Ahmedabad Stock Exchange Limited, and consequently the equity shares of the company were removed from the list of the said Exchange with effect from 27th November, 2008.

AUDITORS REPORT

The Auditors Report read along with Notes on Accounts are self-explanatory and therefore, does not call for any further comment under Section 217(3) of the Companies Act, 1956.

STATUTORY AUDITORS

M/s. D K Chhajer & Co., Chartered Accountants, the Auditors of your Company, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend for their re-appointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Directors hereby confirm:-

i) that in the preparation of the Annual Accounts for the financial year ended 31st March, 2009, the applicable Accounting Standards were followed along with proper explanation relating to material departures;

ii) that the Directors selected such accounting policies and applied them consistently and made judgments and estimates 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 and of the profit of the Company for the year under review;

iii) that the Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors prepared the accounts for the financial year ended 31st March, 2009 on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance and a Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated, form part of this Annual Report.

Management Discussion and Analysis of Financial Conditions and Results of Operations of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in this Annual Report.

INDUSTRIAL RELATIONS AND PERSONNEL

The relation between the management and employees is very cordial and the plant is running smoothly with their co-operation. The following employees received remuneration of Rs 24,00,000/- or more per annum (employed thought the year) or Rs 2,00,000/- per month (employed for part of the year).

PARTICULARS OF EMPLOYEES IN TERMS OF SECTION 217(2A) OF THE COMPANIES ACT, 1956

Sl. Name Age Qualification Date of Designation No. (Years) & Appointment/ (Nature of Experience Reappointment Duties) in years

1 SriBK 62 B.Com. 01.04.2006 Chairman and Agarwalla 41 years Whole time Director (To Manage the overall affairs ofthe company)

2 SriSC 57 B.Com. 01.04.2006 Managing Agarwalla 38 years Director (To manage the affairs of the company on day to day basis)

3 SriSubodh 31 MBX 01.07.2006 WholeTime Agarwalla B.Tech. Director 7 years (To look after the companys manufacturing activities)

4 Sri Aditya 34 MBA 23.07.2008 Whole time Agarwalla 10 years Director (To look after the companys marketing activities)

Name Gross Last Remuneration Employment (Rs.) held & Designation

SriBK Agarwalla Rs 90.00 Lac None

Sri S C Agarwalla Rs 48.00 Lac None

Sri Subodh Agarwalla Rs. 30.00 Lac None

Sri Aditya Agarwalla Rs.8.29 Lac None

Notes:

1. Sri S C Agarwalla is father of Sri Subodh Agarwalla.

2. All appointments of the above employees are contractual in nature.

CASH FLOW STATEMENT

The cash flow statement for the year under reference in terms of Clause 32 of the Listing Agreement with the stock exchange is annexed hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The statement containing the necessary information as required under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto and forms part of this report.

ACKNOWLEDGMENT

Your Directors take the opportunity to thank all shareholders, bankers, suppliers, regulatory and other government authorities for their assistance, co-operation and the confidence reposed in your Company. Your Directors also extend their deep sense of appreciation to the employees of the Company.

For and on behalf of the Board

Kalyaneshawari B.K. Agarwalla

4th June, 2009 Chairman

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